EXHIBIT 10.2
INTRUSION INC.
A DELAWARE CORPORATION
SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENT
THE COMMON STOCK ("STOCK") IN INTRUSION INC. ("COMPANY") REFERRED TO IN THIS
SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND ARE BEING OFFERED
AND SOLD UNDER EXEMPTIONS PROVIDED THEREFROM INCLUDING SECTION 4(2) OF THE
SECURITIES ACT AND/OR REGULATION D THEREUNDER.
A PURCHASER OF STOCK SHOULD BE PREPARED TO BEAR THE ECONOMIC RISK OF THE
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE STOCK HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OR THE LAWS OF ANY OTHER JURISDICTION, AND,
THEREFORE, CANNOT BE SOLD UNLESS IT IS SUBSEQUENTLY REGISTERED OR AN EXEMPTION
FROM REGISTRATION IS AVAILABLE.
THERE IS NO OBLIGATION OF THE ISSUER TO
REGISTER THE STOCK UNDER THE SECURITIES ACT OR THE LAWS OF ANY OTHER
JURISDICTION.
On the basis of the terms and conditions set forth in this Subscription and
Investor Representation Agreement ( "Subscription Agreement"), the undersigned
investor ( "Investor") proposes to make an investment in Intrusion Inc.
("Company") as follows:
1.
SUBSCRIPTION FOR STOCK.
SUBJECT TO THE
TERMS AND CONDITIONS HEREOF, THE INVESTOR HEREBY IRREVOCABLY SUBSCRIBES TO
PURCHASE 250,000 SHARES OF COMMON STOCK AT AN AGGREGATE PURCHASE PRICE OF $0.40,
OR A NUMBER OF SHARES AT A PRICE OF 110% OF THE AVERAGE CLOSING PRICE OF THE
COMPANY'S STOCK FOR THE 20 TRADING DAYS UP TO AND INCLUDING THE CLOSING DAY.
2.
THE INVESTOR ACKNOWLEDGES THAT THE STOCK
OFFERED HEREBY IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK, INCLUDING, BUT
NOT NECESSARILY LIMITED TO, THE RISK FACTORS DESCRIBED ON EXHIBIT A ATTACHED
HERETO.
THE INVESTOR FURTHER ACKNOWLEDGES THAT AN INVESTMENT IN THE COMPANY IS
NOT SUITABLE FOR INVESTORS WHO CANNOT AFFORD TO LOSE THEIR ENTIRE INVESTMENT.
THE INVESTOR HAS CAREFULLY CONSIDERED THESE RISK FACTORS BEFORE MAKING ITS
INVESTMENT DECISION.
3.
REPRESENTATIONS AND WARRANTIES OF THE
INVESTOR.
THE INVESTOR HEREBY REPRESENTS AND WARRANTS TO THE COMPANY AS
FOLLOWS:
(A)
ACCREDITED INVESTOR.
THE INVESTOR IS AN
"ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501 PROMULGATED UNDER THE
SECURITIES ACT.
(B)
INVESTMENT INTENT.
THE INVESTOR IS
ACQUIRING THE STOCK FOR THE INVESTOR'S OWN ACCOUNT FOR INVESTMENT, WITH NO
INTENTION OF DISTRIBUTING OR SELLING ANY PORTION OF THE STOCK WITHIN THE MEANING
OF THE SECURITIES ACT, AND WILL NOT TRANSFER ANY STOCK IN VIOLATION OF THE
SECURITIES ACT OR THE THEN APPLICABLE RULES OR REGULATIONS THEREUNDER OR ANY
OTHER APPLICABLE LAW.
NO ONE OTHER THAN THE INVESTOR HAS ANY INTEREST IN OR ANY
RIGHT TO ACQUIRE THE STOCK.
(C)
ABILITY TO BEAR RISK.
THE INVESTOR'S
FINANCIAL CONDITION IS SUCH THAT THE INVESTOR IS ABLE TO BEAR THE RISK OF
HOLDING THE STOCK FOR AN INDEFINITE PERIOD OF TIME AND THE RISK OF LOSS OF THE
INVESTOR'S ENTIRE INVESTMENT IN THE STOCK.
(D)
EXPERIENCE.
THE INVESTOR HAS SUBSTANTIAL
EXPERIENCE IN EVALUATING AND INVESTING IN PRIVATE PLACEMENT TRANSACTIONS OF
SECURITIES IN COMPANIES SIMILAR TO THE COMPANY