Form 8-K

8-K — INTRUSION INC

Accession: 0001683168-26-006929

Filed: 2026-09-03

Period: 2026-08-28

CIK: 0000736012

SIC: 3576 (COMPUTER COMMUNICATIONS EQUIPMENT)

Item: Unregistered Sales of Equity Securities

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — intrusion_8k.htm (Primary)

EX-10.1 — FORM OF NEW WARRANT (intrusion_ex1001.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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8-K Report

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0000736012

2026-08-28

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 or

15(d) of the Securities Exchange Act of 1934

Date of Report (Date of

earliest event reported): August 28,

2026

INTRUSION

INC.

(Exact Name of Registrant

as Specified in Its Charter)

Delaware

001-39608

75-1911917

(State or Other Jurisdiction

of Incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)

101

East Park Blvd, Suite

1200

Plano, Texas

75074

(Address of Principal Executive Offices)

(Zip Code)

(888) 637-7770

(Registrant’s Telephone

Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since

Last Report)

Check the appropriate box below if the Form 8-K filing

is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common

Stock, par value $0.01 per share

INTZ

The NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if

the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards

provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02 Unregistered Sales of Equity Securities.

The

information set forth under Item 8.01 of this current Report on Form 8-K is incorporated into this Item 3.02 by reference.

The

offering of shares of the Company’s common stock issued upon the exercise of such Warrants and underlying the New Warrants was undertaken

pursuant to the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities

Act”), and/or Rule 506(b) under Regulation D promulgated thereunder.

Item

8.01 Other Events.

previously reported, on August 14, 2026, the Company’s Board of Directors approved a warrant inducement program that provided, during

the period beginning on August 17, 2026 and continuing through August 28, 2026, holders of certain outstanding common stock purchase warrants

of the Company were offered the opportunity to exercise their existing warrants for a temporarily reduced exercise price of $0.795 per

share, which includes $0.125 per share that is attributable to the purchase price of the New Warrant, a form of which is filed as Exhibit

10.1 to this Current Report on Form 8-K and incorporated herein by reference. The New Warrant has an exercise price of $0.67 with an exercise

period of five years.

During

the warrant inducement period, holders exercised 1,660,954 of the existing warrants for aggregate cash proceeds of $1,320,458. In connection

with these exercises, the Company issued 1,660,954 new common stock purchase warrants with an exercise price of $0.67 which will expire

five years after the date it first becomes exercisable.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

10.1

Form of New

Warrant

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto

duly authorized.

Intrusion, Inc.

Dated: September 3, 2026

By:

/s/ Kimberly Pinson

Kimberly Pinson

Chief Financial Officer

EX-10.1 — FORM OF NEW WARRANT

EX-10.1

Filename: intrusion_ex1001.htm · Sequence: 2

Exhibit 10.1

NEITHER

THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION

OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS

OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE

OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH

A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER

LOAN SECURED BY SUCH SECURITIES.

COMMON

STOCK PURCHASE WARRANT

INTRUSION

INC.

Warrant Shares: _______

Initial Issue Date: August __, 2026

THIS

COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [•] or its assigns (the “Holder”)

is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

the date hereof (the “Initial Issue Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is five

(5) calendar years after the Initial Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase

from Intrusion, Inc., a Delaware corporation (the “Company”), up to [•] shares (as subject to adjustment hereunder,

the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this

Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section

1. Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“Bid

Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock

is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date)

on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30

a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted

average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock

is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market

(or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common

Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser

selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company,

the fees and expenses of which shall be paid by the Company.

“Board

of Directors” means the board of directors of the Company.

“Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized

or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized

or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”

or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority

so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally

are open for use by customers on such day.

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the common stock of the Company, par value $0.01 per share, and any other class of securities into which such securities

may hereafter be reclassified or changed.

“Common

Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire

at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is

at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,

joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Trading

Day” means a day on which the Common Stock is traded on a Trading Market.

“Trading

Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date

in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock

Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).

“Transfer

Agent” means Computershare Trust Company N.A., the current transfer agent of the Company.

“VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or

quoted on a Trading Market, the daily volume weighted average price per share of the Common Stock for such date (or the nearest preceding

date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from

9:30 a.m. (New York City time) to 4:00 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted

average price per share of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the

Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink

Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share

of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an

independent appraiser selected in good faith by the holders of a majority in interest of the Warrants then outstanding and reasonably

acceptable to the Company, the fees and expenses of which shall be paid by the Company.

“Warrants”

means this Warrant.

Section

2. Exercise.

Exercise of Warrant. Subject to the provisions of Section 2(e) herein, exercise of the purchase rights represented by this

Warrant may be made, in whole or in part, at any time or times on or after the Initial Issue Date and on or before the Termination Date

by delivery to the Company of a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise

in the form attached hereto as Exhibit A (the “Notice of Exercise”), and delivery of the aggregate Exercise

Price of the Warrant Shares specified in the applicable Notice of Exercise as specified in this Section 2(a). Within the earlier

of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i))

following the date of exercise as aforesaid, the Holder shall deliver to the Company the aggregate Exercise Price for the Warrant Shares

specified in the applicable Notice of Exercise by wire transfer of immediately available funds or cashier’s check drawn on a United

States bank. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization)

of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically

surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has

been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading

Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases

of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant

Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Company shall maintain records

showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver to the Holder any objection to

any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant,

acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder,

the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $0.67, subject to adjustment hereunder

(the “Exercise Price”).

[Intentionally Omitted].

Mechanics of Exercise.

Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by

the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository

Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant

in such system and there is an effective registration statement or applicable exemption from registration permitting the issuance of

the Warrant Shares to or resale of the Warrant Shares by Holder for the number of Warrant Shares to which the Holder is entitled pursuant

to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading

Days after the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement

Period after the delivery to the Company of the Notice of Exercise, provided that, in either case, the Company’s obligation to

deliver the Warrant Shares may not be any earlier than one (1) Trading Day after receipt by the Company of the aggregate Exercise Price

(such date that delivery of the Warrant Shares is required hereunder (the “Warrant Share Delivery Date”). Upon delivery

of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares

with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment

of the aggregate Exercise Price is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising

the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder

the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash,

as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common

Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading

Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are

delivered or Holder rescinds such exercise. The Company agrees to use commercially reasonable efforts to maintain a transfer agent that

is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard

Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary

Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

ii.

Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of

a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant

evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in

all other respects be identical with this Warrant.

iii.

Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section

2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv.

Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to

the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions

of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date (other than any such failure that

is solely due to any action or inaction by the Holder with respect to such exercise), and if after such date the Holder is required by

its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of

Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such

exercise (a “Buy-In”), then the Company shall, to the extent allowable under applicable law, (A) pay in cash to the

Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares

of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required

to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase

obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant

Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number

of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder.

For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted

exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of

the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written

notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount

of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity

including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to

timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of

this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall,

at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the

Exercise Price or round up to the next whole share.

vi.

Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax

or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company,

and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,

however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when

surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require,

as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay

all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another

established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii.

Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise

of this Warrant, pursuant to the terms hereof.

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the

right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such

issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and

any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution

Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the

foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall

include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being

made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised

portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion

of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock

Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the

Holder or any of its Affiliates or Attribution Parties to the extent such issuance would exceed such limitation. Except as set forth

in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section

13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is

not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely

responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section

2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together

with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the

Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable

(in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this

Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify

or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined

in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section

2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common

Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B)

a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth

the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1)Trading

Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of

outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company,

including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares

of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior

to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the

issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease

the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event

exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common

Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase

in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company.

The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of

this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial

Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.

The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Section

3. Certain Adjustments.

Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise

makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares

of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this

Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse

stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common

Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the

numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event

and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of

shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant

shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date

for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the

effective date in the case of a subdivision, combination or re-classification.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants,

issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record

holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire,

upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had

held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise

hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for

the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares

of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other

distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise

(including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off,

reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) other than dividends or distributions subject

to Section 3(a) (a “Distribution”), other than a reclassification as to which Section 3(d) applies, then in each such

case, at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution

to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable

upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial

Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the

date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution.

Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or

more related transactions effects any merger or consolidation of the Company with or into another Person, and after giving effect to such

transaction, the stockholders of the Company immediately prior to such transaction own less than 50% of the aggregate voting power of

the Company or the successor entity of such transaction, (ii) the Company and all of its Subsidiaries, taken as a whole, directly or indirectly,

effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one

or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company

or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other

securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock or 50% or more of the

voting power of the then outstanding common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions

effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which

the Common Stock is effectively converted into or exchanged for other securities, cash or property, and after giving effect to such transaction,

the stockholders of the Company immediately prior to such transaction own less than 50% of the aggregate voting power of the Company or

the successor entity of such transaction, or (v) the Company, directly or indirectly, in one or more related transactions consummates

a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,

spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than

50% of the outstanding shares of Common Stock or 50% or more of the voting power of the then outstanding common equity of the Company

(not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with

the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental

Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant

Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction (without regard

to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring

corporation or of the Company, if it is the surviving corporation, and any additional consideration (together, the “Alternate

Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for

which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e)

on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted

to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock

in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable

manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given

any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same

choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Subject

to the Company’s option to redeem the Warrant in accordance with Section 5(b), the Company shall cause any successor entity in a

Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all

of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3(d) pursuant to written

agreements in form and substance reasonably satisfactory to the holders of Warrants representing at least a majority of the shares of

Common Stock underlying the Warrants then outstanding (the “Required Holders”) (without unreasonable delay) prior to

such Fundamental Transaction and shall deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced

by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of

shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable

upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction,

and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative

value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number

of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately

prior to the consummation of such Fundamental Transaction). Upon the occurrence of any such Fundamental Transaction, the Successor Entity

shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant

referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company

and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named

as the Company herein.

Calculations. All calculations under this Section 3 shall be made by the Company to the nearest cent or the nearest 1/100th

of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding

as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

Notice to Holder.

Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company

shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting

adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii.

Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on

the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company

shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital

stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification

of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of

the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property,

or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company,

then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email

address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective

date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,

redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be

entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,

consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected

that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other

property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to

deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to

be specified in such notice. To the extent that any notice provided pursuant to this Warrant constitutes, or contains, material, non-public

information regarding the Company or any of the Subsidiaries (as determined by the Company in consultation with Company Counsel), the

Company shall promptly disclose such information with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain

entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering

such notice except as may otherwise be expressly set forth herein.

Voluntary Adjustment By Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during

the term of this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the board

of directors of the Company.

Section

4. Transfer of Warrant.

Transferability. Subject to compliance with applicable securities laws, this Warrant and all rights hereunder (including, without

limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of

the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto as Exhibit

B duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such

transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name

of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and

shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled.

Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company

unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three

(3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant,

if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new

Warrant issued.

New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the

Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder

or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or

combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or

combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this

Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant

Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder

of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other

purposes, absent actual notice to the contrary.

Section

5. Redemption.

Redemption of Warrants for Cash. The Company may, at its option, elect to redeem all, but not less than all, of the then-outstanding

Warrants at the aggregate Exercise Price therefor at any time while any Warrants remain outstanding, upon notice to the registered holders

of the Warrants, as described in Section 5(b) below. “Election Date” means the date of the Company’s election

to redeem the Warrants under this Section 5(a).

Redemption of Warrants Upon Fundamental Transaction. The Company may, at its option, elect to redeem all, but not less than all,

of the then-outstanding Warrants in connection with, and upon the closing of, a Fundamental Transaction, upon notice to the registered

holders of the Warrants, as described in Section 5(c) below. The consideration payable to the Holder upon a redemption effected

under this Section 5(b) shall be, at the Company’s election, (i) the Alternate Consideration receivable as a result of such

Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to

such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant) less the aggregate

amount of the Exercise Price for the Warrants being so redeemed, which Exercise Price may be paid in cash or by proportionally reducing

the Alternate Consideration to be received, or (ii) the cash value of the consideration payable under clause (i).

Date Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants pursuant to Section

5(a), the Company shall fix a date for the redemption (the “Redemption Date”), which date shall be no later than

60 days after the Election Date. In the event the Company shall elect to redeem all of the Warrants pursuant to Section 5(b), the

Redemption Date shall be the closing date of the Fundamental Transaction. In either case, notice of redemption shall be delivered by the

Company in accordance with Section 6(h) not less than 30 days prior to the Redemption Date (the “30-day Redemption Period”)

to the registered holders of the Warrants to be redeemed at their last addresses as they shall appear on the Warrant Register of the Company.

Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder

received such notice.

Exercise After Notice of Redemption. The Warrants may be exercised for cash at any time after notice of redemption shall have been

given by the Company pursuant to Section 5(c) and prior to the Redemption Date. On and after the Redemption Date, the record holder

of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Exercise Price.

Section

6. Miscellaneous.

No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,

dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except

as expressly set forth in Section 3. Without limiting any rights of a Holder to receive cash payments pursuant to Section 2(d)(iv),

in no event shall the Company be required to net cash settle an exercise of this Warrant.

Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably

satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,

and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,

shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the

Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant

or stock certificate.

Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required

or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business

Day.

Authorized Shares.

The

Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a

sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.

The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the

duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such

reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable

law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that

all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the

purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued,

fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other

than taxes in respect of any transfer occurring contemporaneously with such issue).

Except

and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending

its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale

of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,

but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary

or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the

foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise

immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company

may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially

reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,

as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before

taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the

Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from

any public regulatory body or bodies having jurisdiction thereof.

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed

by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts

of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions

contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders,

partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York.

Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough

of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed

herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally

subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding.

Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding

by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address

in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and

notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted

by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in

such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and

expenses incurred with the investigation, preparation and prosecution of such action or proceeding. Notwithstanding the foregoing, nothing

in this paragraph shall limit or restrict the federal district court in which a Holder may bring a claim under the U.S. securities laws.

Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered or

available for resale pursuant to an exemption from registration, will have restrictions upon resale imposed by state and federal securities

laws.

Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall

operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. No provision of this Warrant shall

be construed as a waiver by the Holder of any rights that the Holder may have under U.S. federal securities laws and the rules and regulation

of the Commission thereunder. Without limiting any other provision of this Warrant, if the Company willfully and knowingly fails to comply

with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts

as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those

of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights,

powers or remedies hereunder.

Notices. Any and all notices or other communications or deliveries to be provided to the Company shall be in writing and delivered

personally, or e-mail, or sent by a nationally recognized overnight courier service, at 101 East Park Blvd, Suite 1200, Plano, TX 75074,

Attention: Anthony Scott, email address: tony.scott@intrusion.com, or such other facsimile number, email address or address as the Company

may specify for such purposes by notice to the Holder. Any and all notices or other communications or deliveries to be provided by the

Company hereunder shall be in writing and delivered personally, by facsimile or e-mail, or sent by a nationally recognized overnight courier

service addressed to each Holder at the facsimile number, e-mail address or address of such Holder appearing on the books of the Company.

Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission,

if such notice or communication is delivered via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this

Section 5(h) prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if

such notice or communication is delivered via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this

Section 5(h) on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second

Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt

by the party to whom such notice is required to be given. To the extent that any notice provided hereunder constitutes, or contains, material,

non-public information regarding the Company or any subsidiaries, the Company shall simultaneously file such notice with the Commission

pursuant to a Current Report on Form 8-K.

Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to

purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the

Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company

or by creditors of the Company.

Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will

be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation

for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense

in any action for specific performance that a remedy at law would be adequate.

Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall

inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns

of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall

be enforceable by the Holder or holder of Warrant Shares.

Amendment and Waiver. Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company may take

any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written

consent of the Required Holders. Any such amendment shall apply to all Warrants outstanding and be binding upon all registered holders

of such Warrants.

Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid

under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall

be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining

provisions of this Warrant.

Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed

a part of this Warrant.

[Signature

appear on following page]

WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above

indicated.

INTRUSION, INC.

By:__________________________________________

Name: Kimberly Pinson

Title: Chief Financial Officer

NOTICE

OF EXERCISE

To:INTRUSION

INC.

(1)

The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if

exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2)

Payment shall take the form of in lawful money of the United States.

(3)

Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant

Shares shall be delivered to the following DWAC Account Number:

_______________________________

[SIGNATURE

OF HOLDER]

Name of

Investing Entity: ________________________________________________________________________

Signature

of Authorized Signatory of Investing Entity: _________________________________________________

Name of

Authorized Signatory: ___________________________________________________________________

Title of

Authorized Signatory: ____________________________________________________________________

Date: ________________________________________________________________________________________

ASSIGNMENT

FORM

(To

assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR

VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:

______________________________________

(Please Print)

Address:

______________________________________

Phone Number:

Email Address:

(Please Print)

______________________________________

Dated: _______________ __, ______

Holder’s Signature:______________________________________

Holder’s Address:______________________________________

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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