Form 8-K

8-K — INTRUSION INC

Accession: 0001683168-26-006767

Filed: 2026-08-28

Period: 2026-08-28

CIK: 0000736012

SIC: 3576 (COMPUTER COMMUNICATIONS EQUIPMENT)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — intrusion_8k.htm (Primary)

EX-10.1 — NOTE PURCHASE AGREEMENT (intrusion_ex1001.htm)

EX-10.2 — SECURED PROMISSORY NOTE (intrusion_ex1002.htm)

EX-10.3 — SECURITY AGREEMENT (intrusion_ex1003.htm)

EX-10.4 — INTELLECTUAL PROPERTY SECURITY AGREEMENT (intrusion_ex1004.htm)

EX-10.5 — GUARANTY (intrusion_ex1005.htm)

EX-10.6 — OFFICER'S CERTIFICATE (intrusion_ex1006.htm)

EX-10.7 — ARBITRATION PROVISIONS (intrusion_ex1007.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: intrusion_8k.htm · Sequence: 1

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, $0.01 par value per share

INTZ

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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

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 1.01 Entry into a Material Definitive Agreement.

On August 28, 2026, Intrusion

Inc. (the “Company”) entered into a Note Purchase Agreement (the “Purchase Agreement”) with Streeterville Capital,

LLC (the “Investor”). Pursuant to the Purchase Agreement, the Company issued and sold to the Investor a Secured Promissory

Note (the “Note”) in the original principal amount of $1,615,000 for cash proceeds of $1,500,000 (reflecting an original issue

discount of $105,000 and $10,000 in transaction expenses). The net proceeds of the Note will be used to fund the cash portion of the Second

Closing under the MIPA (as defined in Item 2.01 below) and to provide additional working capital for general corporate purposes.

The Note bears interest at

7% per annum, compounded daily, matures 24 months after issuance on August 28, 2028, and includes a monitoring fee provision after 90

days (which automatically increases the Outstanding Balance by approximately 17.65%). The Note is secured by a first-priority security

interest in all of the Company's assets and intellectual property pursuant to a Security Agreement and an Intellectual Property Security

Agreement, each dated as of August 28, 2026. In addition, the Company's subsidiary, OW Cyber, LLC (“OW Cyber”), unconditionally

guaranteed the Company's obligations under the Note and Purchase Agreement pursuant to a Guaranty dated as of August 28, 2026 (the “Guaranty”).

The Purchase Agreement contains

customary representations, warranties, and covenants, including requirements for timely SEC reporting, maintenance of listing on a national

exchange, restrictions on variable-rate or other restricted securities issuances without the Investor's consent, a most-favored-nation

clause, and a 10% participation right for the Investor in future debt or equity financings. The Note provides the Investor with monthly

redemption rights of up to $150,000 beginning six months after issuance.

The foregoing description

is qualified in its entirety by reference to the full text of the Purchase Agreement, the Note, the Security Agreement, the Intellectual

Property Security Agreement, and the Guaranty, copies of which are attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4, and 10.5, respectively,

and incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously disclosed in

the Current Report on Form 8-K filed by Intrusion Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”)

on June 30, 2026, the Company entered into a Membership Interest Purchase Agreement, dated as of June 29, 2026 (the “MIPA”),

by and among the Company, OW Cyber LLC (“Target”), and VigilAigent Corp. (“Seller”), the sole member of Target,

pursuant to which the Company agreed to acquire 100% of the membership interests of Target from Seller in two distinct closings.

Effective June 29, 2026, the

Company consummated the First Closing under the MIPA, acquiring 60% of Target’s membership interests. Pursuant to Section 2.07 of

the MIPA, the obligations of the parties to consummate the Second Closing—for the acquisition of the remaining 40% of Target’s

membership interests in exchange for a cash payment of $1,300,000—were subject to specified closing conditions, including obtaining

the required stockholder and Nasdaq approvals for the issuance of shares of Common Stock in excess of 19.9% of the Company's outstanding

common stock under applicable Nasdaq rules.

On August 27, 2026, at the

Company's 2026 Annual Meeting of Stockholders described under Item 5.07 below, the Company’s stockholders approved Proposal Three

(Approval under Nasdaq Rules of the VigilAigent Transaction Framework & Equity Issuances), satisfying the stockholder approval closing

condition set forth in Section 2.07(b)(i) of the MIPA.

Following the receipt of such

stockholder approval and the satisfaction or waiver of all other closing conditions set forth in Section 2.07 of the MIPA, on August 28,

2026, the Company consummated the Second Closing pursuant to the terms and conditions of the MIPA. At the Second Closing, the Company

acquired the remaining 40% of Target's membership interests from Seller in exchange for the Second Closing Payment of $1,300,000 in cash,

which was funded using the net proceeds from the Streeterville Capital financing described in Item 1.01 above. Following the Second Closing,

the Target became a 100% wholly-owned direct subsidiary of the Company.

With the receipt of stockholder

approval for Proposal Three, the Company has fully satisfied the applicable shareholder approval requirements under Nasdaq Listing Rules

5635(a) (Acquisition of Stock or Assets) and 5635(d) (Transactions Other than Public Offerings) with respect to the transaction framework,

equity issuances, and remaining obligations under the MIPA.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation

under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth

under Item 1.01 of this Current Report on Form 8-K regarding the Purchase Agreement, the Secured Promissory Note, the Security Agreement,

the Intellectual Property Security Agreement, and the Guaranty is incorporated into this Item 2.03 by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Intrusion Inc. held its 2026

Annual Meeting of Stockholders on August 27, 2026 (the “Annual Meeting”). At the Annual Meeting, Intrusion’s stockholders

voted on four (4) proposals, each of which is described in detail in Intrusion’s definitive proxy statement filed with the SEC on

July 20, 2026 (the “Proxy Statement”) and the supplemental proxy soliciting materials filed on Schedule 14A.

Present at the Annual Meeting

virtually or by proxy were holders representing 13,608,357 shares of Common Stock, representing 13,608,357 eligible votes and approximately

59.79% of the eligible voting power as of the June 30, 2026 record date, constituting a quorum for the transaction of business.

Note on Voting Eligibility for Proposal 3: In accordance with Nasdaq Rule 5635 and IM-5635-2, the 2,223,549 shares of Common Stock issued to VigilAigent Corp. (Seller) at the First Closing on June 29, 2026, were not entitled to vote on Proposal 3, and any votes cast by such shares on Proposal 3 were disregarded for purposes of determining whether Proposal 3 was approved.

The following is a brief description

of each matter voted upon at the Annual Meeting and the certified voting results:

1. Proposal One: Election of Directors

Stockholders elected five

(5) directors to serve until the 2027 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified,

subject to earlier resignation or removal. The voting results were as follows:

Nominee

For

Withheld

Broker Non-Votes

Anthony Scott

4,711,281

2,362,360

6,534,716

Anthony J. LeVecchio

4,668,488

2,405,153

6,534,716

Katrinka B. McCallum

4,730,163

2,343,478

6,534,716

Gregory K. Wilson

4,092,086

2,981,555

6,534,716

Dion Hinchcliffe

4,729,656

2,343,985

6,534,716

2. Proposal Two: Ratification of Independent Registered Public Accounting

Firm

Stockholders ratified the

appointment of Whitley Penn LLP as Intrusion’s independent registered public accounting firm for the fiscal year ending December

31, 2026. The voting results were as follows:

For

Against

Abstain

Broker Non-Votes

13,498,117

41,865

68,375

3. Proposal Three: Approval under Nasdaq Rules of the VigilAigent

Transaction Framework & Equity Issuances

Stockholders approved, for

purposes of complying with applicable Nasdaq Listing Rules (including Nasdaq Rule 5635), the transaction framework described in the Proxy

Statement, including the potential issuance of shares of Common Stock in excess of 19.9% of the Company's outstanding common stock in

connection with the VigilAigent acquisition (including Second Closing consideration and Earn-Out obligations). The voting results were

as follows:

For

Against

Abstain

Broker Non-Votes

4,392,822

432,643

24,627

6,534,716

4. Proposal Four: Authorization to Adjourn the Annual Meeting

Stockholders approved a proposal

to authorize the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies

if there were insufficient votes at the time of the Annual Meeting to approve Proposal Three. The voting results were as follows:

For

Against

Abstain

Broker Non-Votes

6,779,709

239,700

54,232

6,534,716

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

10.1

Note Purchase Agreement, dated August 28, 2026, by and between Intrusion Inc. and Streeterville Capital, LLC.

10.2

Secured Promissory Note, dated August 28, 2026, issued by Intrusion Inc. to Streeterville Capital, LLC.

10.3

Security Agreement, dated August 28, 2026, by and between Intrusion Inc. and Streeterville Capital, LLC.

10.4

Intellectual Property Security Agreement, dated August 28, 2026, by and between Intrusion Inc. and Streeterville Capital, LLC.

10.5

Guaranty, dated August 28, 2026, given by OW Cyber, LLC for the benefit of Streeterville Capital, LLC.

10.6

Officer’s

Certificate, dated August 28, 2026

10.7

Arbitration Provisions

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: August 28, 2026

By: /s/ Kimberly Pinson

Kimberly Pinson

Chief Financial Officer

EX-10.1 — NOTE PURCHASE AGREEMENT

EX-10.1

Filename: intrusion_ex1001.htm · Sequence: 2

Exhibit 10.1

Note Purchase Agreement

This

Note Purchase Agreement (this “Agreement”), dated as of August 28, 2026, is entered into by and between Intrusion

Inc., a Delaware corporation (“Company”), and Streeterville Capital,

LLC, a Utah limited liability company, its permitted successors and/or assigns (“Investor”).

A.Company

and Investor are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the Securities

Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder by the United States

Securities and Exchange Commission (the “SEC”).

B.Investor

desires to purchase and Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a Secured Promissory

Note, in the form attached hereto as Exhibit A, in the original principal amount of $1,615,000.00 (the “Note”).

C.This

Agreement, the Note, the Security Agreement (as defined below), the IP Security Agreement (as defined below), the Guaranty (as defined

below), and all other certificates, documents, agreements, resolutions and instruments delivered to any party under or in connection with

this Agreement, as the same may be amended from time to time, are collectively referred to herein as the “Transaction Documents”.

NOW, THEREFORE, in

consideration of the above recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

Company and Investor hereby agree as follows:

Purchase and Sale of Note.

1.1.

Purchase of Note. Company hereby agrees to issue and sell to Investor and Investor hereby agrees to purchase from Company

the Note. In consideration thereof, Investor agrees to pay the Purchase Price (as defined below) to Company.

1.2.

Form of Payment. On the Closing Date (as defined below), Investor shall pay the Purchase Price to Company via wire transfer

of immediately available funds against delivery of the Note.

1.3.

Closing Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 4 and Section 6 below,

the date of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be August 28, 2026,

or such other mutually agreed upon date. The closing of the transactions contemplated by this Agreement (the “Closing”)

shall occur on the Closing Date by means of the exchange of electronic signatures but shall be deemed for all purposes to have occurred

at the offices of Capital Law Partners PLLC in Lehi, Utah.

1.4.

Original Issue Discount; Transaction Expense Amount. The Note carries an original issue discount of $105,000.00 (the “OID”).

In addition, Company agrees to pay $10,000.00 to Investor to cover Investor’s legal fees, accounting costs, due diligence, monitoring

and other transaction costs incurred in connection with the purchase and sale of the Note (the “Transaction Expense Amount”).

The OID and the Transaction Expense Amount are both included in the initial principal balance of the Note. The “Purchase Price,”

therefore, shall be $1,500,000.00, computed as follows: $1,615,000.00 initial principal balance, less the OID, less the Transaction Expense

Amount.

1.5.

Security Agreement. Company’s obligations under the Note and the other Transaction Documents will be secured by all

of Company’s assets as further described in that certain Security Agreement attached hereto as Exhibit B (the “Security

Agreement”).

1.6.

IP Security Agreement. Company’s obligations under the Note and other Transaction Documents will be secured by all

of Company’s intellectual property as further described in that certain Intellectual Property Security Agreement in substantially

the form attached hereto as Exhibit C (the “IP Security Agreement”).

1.7.

Guaranty. Company’s obligations under the Note and the other Transaction Documents will be guaranteed by OW Cyber,

LLC, an Arizona limited liability company (“OW Cyber”), pursuant to that certain Guaranty in substantially the form

attached hereto as Exhibit D (the “Guaranty”).

Investor’s Representations and Warranties.

2.1.

Investor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Utah

and has the requisite limited liability company power to own its properties and to carry on its business as now being conducted.

2.2.

Investor is duly qualified as a foreign entity to do business and is in good standing in each jurisdiction where the nature of

the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified and in

good standing would not have a materially adverse effect on the Investor.

2.3.

Each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by

Investor and all necessary actions related thereto have been taken.

2.4.

Each of the Transaction Documents has been duly executed and delivered by Investor and constitute the valid and binding obligations

of Investor enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization,

moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally

and general principles of equity.

2.5.

The execution and delivery of the Transaction Documents by Company and the consummation by Investor of the other transactions contemplated

by the Transaction Documents do not and will not conflict with or result in a breach by Investor of any of the terms or provisions of,

or constitute a default under (a) Investor’s organizational or operative documents, each as currently in effect, or (b) any existing

applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, state or foreign

regulatory body, administrative agency, or other governmental body having jurisdiction over Investor or any of Investor’s properties

or assets, that would have a material adverse effect on Company.

2.6.

No further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization,

or stock exchange or market or the members or any lender of Investor is required to be obtained by Investor for the issuance of the Note

to Investor or the entering into of the Transaction Documents the absence of which would have a material adverse effect on Company.

2.7.

There is no action, suit, proceeding, inquiry or, to the knowledge of the Investor, investigation, before or by any court, public

board or body pending or, to the knowledge of Investor, threatened against or affecting Investor before or by any governmental authority

or non-governmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision,

ruling or finding would have a material adverse effect on Investor or which would adversely affect the validity or enforceability of,

or the authority or ability of Investor to perform its obligations under, any of the Transaction Documents.

2.8.

With respect to any commissions, placement agent or finder’s fees or similar payments that will or would become due and owing

by Investor to any person or entity as a result of this Agreement or the transactions contemplated hereby (“Investor Broker Fees”),

any such Investor Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity

that is a registered investment adviser or registered broker-dealer. Company shall have no obligation with respect to any Investor Broker

Fees or with respect to any claims made by or on behalf of other persons for fees of a type contemplated in this Section 2.8 that may

be due in connection with the transactions contemplated hereby.

2.9.

Neither Company nor any of its officers, directors, members, managers, employees, agents or representatives has made any representations

or warranties to Investor or any of its officers, directors, employees, agents or representatives except as expressly set forth in the

Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Investor is

not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, employees,

agents or representatives other than as set forth in the Transaction Documents.

2.10.

Investor understands and agrees that the consummation of this Agreement including the delivery of the Note to Investor as contemplated

hereby constitutes the offer and sale of securities under the 1933 Act and applicable state statutes and that the Note is being acquired

for Investor’s own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales

registered or exempted from registration under the 1933 Act. Investor is an “accredited investor” as that term is defined

in Rule 501(a) of Regulation D under the 1933 Ac. Investor understands that the Note is being offered and sold to Investor in reliance

upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is

relying upon the truth and accuracy of, and Investor’s compliance with, the representations, warranties, agreements, acknowledgments

and understandings of Investor set forth herein in order to determine the availability of such exemptions and the eligibility of Investor

to acquire the Note. Investor and its advisors, if any, have been furnished with all publicly available materials relating to the Company

and its business, finances and operations of the Company and other materials relating to the offer and sale of the Note which have been

requested by Investor or its advisors, if any. Investor and its advisors, if any, have been afforded the opportunity to ask questions

of the Company. Investor understands that its investment in the Note involves a significant degree of risk. At no time was Investor presented

with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising

or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer. Investor

is not purchasing the Note acquired by Investor hereunder as a result of any “general solicitation” or “general advertising,”

as such terms are defined in Regulation D under the 1933 Act, which includes, but is not limited to, any advertisement, article, notice

or other communication regarding the Note acquired by Investor hereunder published in any newspaper, magazine or similar media or on the

internet or broadcast over television, radio or the internet or presented at any seminar or any other general solicitation or general

advertisement. Investor is acquiring the Note for its own account as principal, not as a nominee or agent, for investment purposes only,

and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct

or indirect beneficial interest in the Note. Further, Investor does not have any contract, undertaking, agreement or arrangement with

any person to sell, transfer or grant participations to such person or to any third person, with respect to the Note. Investor understands

that (i) the sale or re-sale of the Note has not been registered under the 1933 Act or any applicable state securities laws. Investor

acknowledges and agrees that none of the Company or any other person is under any obligation to register the Note under the 1933 Act or

any state securities laws. Investor understands that no United States federal or state agency or any other governmental or state agency

has passed on or made recommendations or endorsement of the Note or the suitability of the investment in the Note nor have such authorities

passed upon or endorsed the merits of the Transactions set forth herein.

Company’s Representations and Warranties. Company represents and warrants to Investor that as of the Closing Date:

(i) Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has

the requisite corporate power to own its properties and to carry on its business as now being conducted; (ii) Company is duly qualified

as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property

owned by it makes such qualification necessary; (iii) Company has registered its shares of common stock, $0.01 par value per share (the

“Common Shares”), under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “1934 Act”),

and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; (iv) each of the Transaction Documents

and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary actions have

been taken; (v) each of the Transaction Documents has been duly executed and delivered by Company and constitute the valid and binding

obligations of Company enforceable in accordance with their terms; (vi) the execution and delivery of the Transaction Documents by Company

and the consummation by Company of the other transactions contemplated by the Transaction Documents do not and will not conflict with

or result in a breach by Company of any of the terms or provisions of, or constitute a default under (a) Company’s incorporation

documents or bylaws, each as currently in effect, (b) any indenture, mortgage, deed of trust, or other material agreement or instrument

to which Company is a party or by which it or any of its properties or assets are bound or (c) any existing applicable law, rule, or regulation

or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency,

or other governmental body having jurisdiction over Company or any of Company’s properties or assets; (vii) no further authorization,

approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the

stockholders or any lender of Company is required to be obtained by Company for the issuance of the Note to Investor or the entering into

of the Transaction Documents; (viii) none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement

of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein,

in light of the circumstances under which they were made, not misleading; (ix) Company has filed all reports, schedules, forms, statements

and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension

of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such

extension; (x) there is no action, suit, proceeding, inquiry or investigation before or by any court, public board or body pending or,

to the knowledge of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department,

commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding would have

a material adverse effect on Company or which would adversely affect the validity or enforceability of, or the authority or ability of

Company to perform its obligations under, any of the Transaction Documents; (xi) Company has not consummated any financing transaction

that has not been disclosed in a periodic filing or current report with the SEC under the 1934 Act; (xii) Company is not, nor has it been

at any time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer” is described in Rule

144(i)(1) under the 1933 Act; (xiii) with respect to any commissions, placement agent or finder’s fees or similar payments that

will or would become due and owing by Company to any person or entity as a result of this Agreement or the transactions contemplated hereby

(“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws and regulations and

only to a person or entity that is a registered investment adviser or registered broker-dealer; (xiv) Investor shall have no obligation

with respect to any Broker Fees or with respect to any claims made by or on behalf of other persons for fees of a type contemplated in

this subsection that may be due in connection with the transactions contemplated hereby and Company shall indemnify and hold harmless

each of Investor, Investor’s employees, officers, directors, stockholders, managers, agents, and partners, and their respective

affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and attorneys’ fees) and expenses

suffered in respect of any such claimed or existing Broker Fees; (xv) neither Investor nor any of its officers, directors, members, managers,

employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors, employees,

agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions

contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of Investor or

its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents;

(xvi) Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the transactions contemplated

by the Transaction Documents and any dispute that may arise related thereto such that the laws and venue of the State of Utah, as set

forth more specifically in Section 9.2 below, shall be applicable to the Transaction Documents and the transactions contemplated therein;

(xvii) Company acknowledges that Investor is not registered as a ‘dealer’ under the 1934 Act; and (xviii) Company has performed

due diligence and background research on Investor and its affiliates and has received and reviewed the due diligence packet provided by

Investor. Company, being aware of the matters and legal issues described in subsections (xvii) and (xviii) above, acknowledges and agrees

that such matters, or any similar matters, have no bearing on the transactions contemplated by the Transaction Documents and covenants

and agrees it will not use any such information or legal theory as a defense to performance of its obligations under the Transaction Documents

or in any attempt to avoid, modify, reduce, rescind or void such obligations.

Company Covenants. Until all of Company’s obligations under all of the Transaction Documents are paid and performed

in full, or within the timeframes otherwise specifically set forth below, Company will at all times comply with the following covenants:

(i) so long as Investor beneficially owns the Note and for at least twenty (20) Trading Days (as defined in the Note) thereafter, Company

will timely file on the applicable deadline all reports required to be filed with the SEC pursuant to Sections 13 or 15(d) of the

1934 Act, and will take all reasonable action under its control to ensure that adequate current public information with respect to Company,

as required in accordance with Rule 144 of the 1933 Act, is publicly available, and will not terminate its status as an issuer required

to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such termination; (ii) Company

will ensure that the Common Shares are be listed or quoted for trading on NYSE, NYSE American, or Nasdaq; (iii) Company will ensure that

trading in the Common Shares will not be suspended, halted, chilled, frozen, reach zero bid or otherwise cease trading on Company’s

principal trading market; (iv) Company will not make any Restricted Issuance (as defined below) without Investor’s prior written

consent, which consent may be granted or withheld in Investor’s sole and absolute discretion; and (v) Company will not enter into

any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits

Company: (a) from entering into a variable rate transaction with Investor or any affiliate of Investor, or (b) from issuing Common Shares,

preferred stock, warrants, convertible notes, other debt securities, or any other Company securities to Investor or any affiliate of Investor.

For purposes hereof, the term

“Restricted Issuance” means the issuance, incurrence or guaranty of any debt obligations (including any merchant cash

advance, account receivable factoring or other similar agreement) other than trade payables in the ordinary course of business, or the

issuance of any securities that: (1) have or may have conversion rights of any kind, contingent, conditional or otherwise, in which the

number of shares that may be issued pursuant to such conversion right varies with the market price of the Common Shares, (2) are or may

become convertible into Common Shares (including without limitation convertible debt, warrants or convertible preferred shares), with

a conversion price that varies with the market price of the Common Shares, even if such security only becomes convertible following an

event of default, the passage of time, or another trigger event or condition; (3) have a fixed conversion price, exercise price or exchange

price that is subject to being reset at some future date at any time after the initial issuance of such debt or equity security (A) due

to a change in the market price of Company’s Common Shares since the date of the initial issuance, or (B) upon the occurrence of

specified or contingent events directly or indirectly related to the business of Company (including, without limitation, any “full

ratchet” or “weighted average” anti-dilution provisions, but not including any standard anti-dilution protection for

any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); or (4) are issued in connection with

a Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar settlement or exchange. For the avoidance of doubt, none

of the following will be considered Restricted Issuances: (i) current or future ATM facilities; and (ii) primary offerings of Common Shares

or warrants without variable price mechanics or any anti-dilution, “alternate cash exercise” or other similar mechanics or

provisions that would allow for the reduction of the exercise price of the warrants or increase the number of shares exercisable under

the warrants.

Conditions to Company’s Obligation to Sell. The obligation of Company hereunder to issue and sell the Note to Investor

at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions:

5.1.

Investor shall have executed the applicable Transaction Documents and delivered the same to Company.

5.2.

Investor shall have delivered the Purchase Price to Company in accordance with Section 1.2 above.

Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Note at the

Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions

are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:

6.1.

Company shall have executed this Agreement, the Note, the Security Agreement, and the IP Security Agreement, and delivered the

same to Investor.

6.2.

Company shall have delivered to Investor a fully executed Officer’s Certificate substantially in the form attached hereto

as Exhibit E evidencing Company’s approval of the Transaction Documents.

6.3.

OW Cyber shall have executed the Guaranty and delivered the same to Investor.

6.4.

Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company

herein or therein.

6.5.

Investor shall have filed a UCC-1 financing statement with respect to the assets set forth in the Security Agreement and made a

filing with the USPTO with respect to the intellectual property set forth in the IP Security Agreement and received a first-position security

interest in all of Company’s assets.

Most Favored Nation. So long as the Note is outstanding, upon any issuance by Company of any debt security with any economic

term or condition more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly

provided to Investor in the Transaction Documents, then Company shall notify Investor of such additional or more favorable economic term

and such term, at Investor’s option, shall become a part of the Transaction Documents for the benefit of Investor. Additionally,

if Company fails to notify Investor of any such additional or more favorable term, but Investor becomes aware that Company has granted

such a term to any third party, Investor may notify Company of such additional or more favorable term and such term shall become a part

of the Transaction Documents retroactive to the date on which such term was granted to the applicable third party. The types of economic

terms contained in another debt security that may be more favorable to the holder of such security include, but are not limited to, terms

addressing convertibility, conversion discounts, conversion lookback periods, interest rates, original issue discounts, conversion prices,

warrant coverage, warrant exercise prices, and anti-dilution/conversion and exercise price resets.

Participation Right. Beginning on the Closing Date and ending on the date that the Note has been paid in full, Company hereby

grants to Investor a participation right, whereby Investor shall have the right to participate at Investor’s discretion in up to

ten percent (10%) of the amount sold in any debt or equity financing (the “Participation Right”). Within two (2) Trading

Days following the consummation of a financing, Company will provide Investor with written notice of the consummation of such financing,

along with copies of the transaction documents. Investor will then have up to five (5) Trading Days to elect to purchase up to ten percent

(10%) of the amount of debt or equity securities issued in such transaction on the most favorable terms and conditions offered to any

other purchaser of the same securities. The parties agree that in the event Company breaches its obligations with respect to the Participation

Right, Investor’s sole and exclusive remedy shall be to receive, as liquidated damages, an amount equal to twenty percent (20%)

of the amount Investor would have been entitled to invest under the Participation Right. For the avoidance of doubt, Company’s breach

of its obligations with respect to the Participation Right will not be considered a Trigger Event (as defined in the Note) under the Note.

Miscellaneous. The provisions set forth in this Section 9 shall apply to this Agreement, as well as all other Transaction

Documents as if these terms were fully set forth therein; provided, however, that in the event there is a conflict between any provision

set forth in this Section 9 and any provision in any other Transaction Document, the provision in such other Transaction Document shall

govern.

9.1.

Arbitration of Claims. The parties shall submit all Claims (as defined in Exhibit F) arising under this Agreement

or any other Transaction Document or any other agreement between the parties and their affiliates or any Claim relating to the relationship

of the parties to binding arbitration pursuant to the arbitration provisions set forth in Exhibit F attached hereto (the “Arbitration

Provisions”). For the avoidance of doubt, the parties agree that the injunction described in Section 9.3 below may be pursued

in an arbitration that is separate and apart from any other arbitration regarding all other Claims arising under the Transaction Documents.

The parties hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding on the parties hereto and are severable

from all other provisions of this Agreement. By executing this Agreement, each party represents, warrants and covenants that Company has

reviewed the Arbitration Provisions carefully, consulted with legal counsel about such provisions (or waived its right to do so), understands

that the Arbitration Provisions are intended to allow for the expeditious and efficient resolution of any dispute hereunder, agrees to

the terms and limitations set forth in the Arbitration Provisions, and that Company will not take a position contrary to the foregoing

representations. Each party acknowledges and agrees that Investor may rely upon the foregoing representations and covenants of the other

party regarding the Arbitration Provisions.

9.2.

Governing Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the

construction, validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Utah,

without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction)

that would cause the application of the laws of any jurisdiction other than the State of Utah. Each party consents to and expressly agrees

that the exclusive venue for arbitration of any dispute arising out of or relating to any Transaction Document or the relationship of

the parties or their affiliates shall be in Salt Lake County, Utah. Without modifying the parties’ obligations to resolve disputes

hereunder pursuant to the Arbitration Provisions, for any litigation arising in connection with any of the Transaction Documents, each

party hereto hereby (i) consents to and expressly submits to the exclusive personal jurisdiction of any state or federal court sitting

in Salt Lake County, Utah, (ii) expressly submits to the exclusive venue of any such court for the purposes hereof, (iii) agrees to not

bring any such action outside of any state or federal court sitting in Salt Lake County, Utah, and (iv) waives any claim of improper venue

and any claim or objection that such courts are an inconvenient forum or any other claim, defense or objection to the bringing of any

such proceeding in such jurisdiction or to any claim that such venue of the suit, action or proceeding is improper. Finally, Company covenants

and agrees to name Investor as a party in interest in, and provide written notice to Investor in accordance with Section 9.9 below prior

to bringing or filing any action (including without limitation any filing or action against any person or entity that is not a party to

this Agreement) that is related in any way to the Transaction Documents or any transaction contemplated herein or therein, and further

agrees to timely name Investor as a party to any such action. Company acknowledges that the governing law and venue provisions set forth

in this Section 9.2 are material terms to induce Investor to enter into the Transaction Documents and that but for Company’s agreements

set forth in this Section 9.2 Investor would not have entered into the Transaction Documents.

9.3.

Specific Performance. Company acknowledges and agrees that Investor may suffer irreparable harm if Company fails to perform

any material provision of this Agreement or any of the other Transaction Documents in accordance with its specific terms. It is accordingly

agreed that Investor shall be entitled to one or more injunctions to prevent or cure breaches of the provisions of this Agreement or such

other Transaction Document and to enforce specifically the terms and provisions hereof or thereof, this being in addition to any other

remedy to which Investor may be entitled under the Transaction Documents, at law or in equity. Company specifically agrees that: (i) following

an Event of Default (as defined in the Note) under the Note, Investor shall have the right to seek and receive injunctive relief from

a court or an arbitrator prohibiting Company from issuing any of its Common Shares or preferred stock to any party unless fifty percent

(50%) of the gross proceeds received by Company in connection with such issuance are simultaneously used by Company to make a payment

under the Note; (ii) following a breach of Section 4(v) above, Investor shall have the right to seek and receive injunctive relief from

a court or arbitrator invalidating such lock-up; and (iii) if Company enters into a definitive agreement that contemplates a Fundamental

Transaction (as defined in the Note), unless such agreement contains a closing condition that the Note is repaid in full upon consummation

of the transaction or Investor has provided its written consent in writing to such Fundamental Transaction, Investor shall have the right

to seek and receive injunctive relief from a court or arbitrator preventing the consummation of such transaction. Company specifically

acknowledges that Investor’s right to obtain specific performance constitutes bargained for leverage and that the loss of such leverage

would result in irreparable harm to Investor. For the avoidance of doubt, in the event Investor seeks to obtain an injunction from a court

or an arbitrator against Company or specific performance of any provision of any Transaction Document, such action shall not be a waiver

of any right of Investor under any Transaction Document, at law, or in equity, including without limitation its rights to arbitrate any

Claim pursuant to the terms of the Transaction Documents, nor shall Investor’s pursuit of an injunction prevent Investor, under

the doctrines of claim preclusion, issues preclusion, res judicata or other similar legal doctrines, from pursuing other Claims in the

future in a separate arbitration.

9.4.

Counterparts. Each Transaction Document may be executed in two (2) or more counterparts, each of which shall be deemed an

original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic signature

(including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission

method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

9.5.

Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the

interpretation of, this Agreement.

9.6.

Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute

or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified

to conform to such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect

the validity or enforceability of any other provision hereof.

9.7.

Entire Agreement. This Agreement, together with the other Transaction Documents, contains the entire understanding of the

parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Company

nor Investor makes any representation, warranty, covenant or undertaking with respect to such matters. For the avoidance of doubt, all

prior term sheets or other documents between Company and Investor, or any affiliate thereof, related to the transactions contemplated

by the Transaction Documents (collectively, “Prior Agreements”), that may have been entered into between Company and

Investor, or any affiliate thereof, are hereby null and void and deemed to be replaced in their entirety by the Transaction Documents.

To the extent there is a conflict between any term set forth in any Prior Agreement and the term(s) of the Transaction Documents, the

Transaction Documents shall govern.

9.8.

Amendments. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by both

parties hereto.

9.9.

Notices. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall

be deemed effectively given on the earliest of: (i) the date delivered, if delivered by personal delivery as against written receipt therefor

or by e-mail to an executive officer named below or such officer’s successor, (ii) the earlier of the date delivered or the third

business day after deposit, postage prepaid, in the United States Postal Service by certified mail, or (iii) the earlier of the date delivered

or the third business day after mailing by express courier, with delivery costs and fees prepaid, in each case, addressed to each of the

other parties thereunto entitled at the following addresses (or at such other addresses as such party may designate by five (5) calendar

days’ advance written notice similarly given to each of the other parties hereto):

If to Company:

Intrusion Inc.

Attn: Anthony Scott

101 East Park Blvd, Suite 1200

Plano, Texas 75074

E-mail: Tony.Scott@intrusion.com

If to Investor:

Streeterville Capital, LLC

Attn: John Fife

297 Auto Mall Drive, Suite #4

St. George, Utah 84770

E-mail: jfife@chicagoventure.com

With a copy to (which copy shall not constitute notice):

Capital Law Partners PLLC

Attn: Jonathan Hansen

1873 W. Traverse Pkwy.

Suite E #610

Lehi, Utah 84048

Email: jhansen@hbaalaw.com

9.10.

Successors and Assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be

performed by Investor hereunder may be assigned by Investor to a third party, including its affiliates, in whole or in part, without the

need to obtain Company’s consent thereto. Company may not assign its rights or obligations under this Agreement or delegate its

duties hereunder without the prior written consent of Investor.

9.11.

Survival. The representations and warranties of Company and the agreements and covenants set forth in this Agreement shall

survive the Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of Investor. Company agrees to

indemnify and hold harmless Investor and all its officers, directors, employees, attorneys, and agents for loss or damage arising as a

result of or related to any breach or alleged breach by Company of any of its representations, warranties and covenants set forth in this

Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

9.12.

Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things,

and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request

in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

9.13.

Rights and Remedies Cumulative. All rights, remedies, and powers conferred in this Agreement and the Transaction Documents

are cumulative and not exclusive of any other rights or remedies, and shall be in addition to every other right, power, and remedy that

a party may have, whether specifically granted in this Agreement or any other Transaction Document, or existing at law, in equity, or

by statute, and any and all such rights and remedies may be exercised from time to time and as often and in such order as such party may

deem expedient.

9.14.

Attorneys’ Fees and Cost of Collection. In the event any suit, action or arbitration is filed by either party against

the other to interpret or enforce any of the Transaction Documents, the unsuccessful party to such action agrees to pay to the prevailing

party all costs and expenses, including reasonable attorneys’ fees incurred therein, including the same with respect to an appeal. The

“prevailing party” shall be the party in whose favor a judgment is entered, regardless of whether judgment is entered on all

claims asserted by such party and regardless of the amount of the judgment; or where, due to the assertion of counterclaims, judgments

are entered in favor of and against both parties, then the judge or arbitrator shall determine the “prevailing party” by taking

into account the relative dollar amounts of the judgments or, if the judgments involve nonmonetary relief, the relative importance and

value of such relief. Nothing herein shall restrict or impair an arbitrator’s or a court’s power to award fees and expenses

for frivolous or bad faith pleading. If (i) the Note is placed in the hands of an attorney for collection or enforcement prior to

commencing arbitration or legal proceedings, or is collected or enforced through any arbitration or legal proceeding, or Investor otherwise

takes action to collect amounts due under the Note or to enforce the provisions of the Note, or (ii) there occurs any bankruptcy,

reorganization, receivership of Company or other proceedings affecting Company’s creditors’ rights and involving a claim under

the Note; then Company shall pay the reasonable costs incurred by Investor for such collection, enforcement or action or in connection

with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation, reasonable attorneys’ fees,

expenses, deposition costs, and disbursements.

9.15.

Waiver. No waiver of any provision of this Agreement shall be effective unless it is in the form of a writing signed by

the party granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision

or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent

or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.

9.16.

Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH

PARTY MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER

TRANSACTION DOCUMENT, OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND

A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT

SUCH PARTY IS KNOWINGLY AND VOLUNTARILY WAIVING SUCH PARTY’S RIGHT TO DEMAND TRIAL BY JURY.

9.17.

Time is of the Essence. Time is expressly made of the essence with respect to each and every provision of this Agreement

and the other Transaction Documents.

9.18.

Voluntary Agreement. Company has carefully read this Agreement and each of the other Transaction Documents and has asked

any questions needed for Company to understand the terms, consequences and binding effect of this Agreement and each of the other Transaction

Documents and fully understand them. Company has had the opportunity to seek the advice of an attorney of Company’s choosing, or

has waived the right to do so, and is executing this Agreement and each of the other Transaction Documents voluntarily and without any

duress or undue influence by Investor or anyone else.

[Remainder of page intentionally left blank;

signature page follows]

IN WITNESS WHEREOF, the undersigned

Investor and Company have caused this Agreement to be duly executed as of the date first above written

INVESTOR:

Streeterville

Capital, LLC

By:

/s/ John Fife

John Fife, President

COMPANY:

Intrusion Inc.

By:

/s/ Anthony Scott

Anthony Scott, Chief

Executive Officer

ATTACHED EXHIBITS:

Exhibit A Note

Exhibit B Security Agreement

Exhibit C IP

Security Agreement

Exhibit D Guaranty

Exhibit E Officer’s

Certificate

Exhibit F Arbitration Provisions

[Signature Page to

Note Purchase Agreement]

EX-10.2 — SECURED PROMISSORY NOTE

EX-10.2

Filename: intrusion_ex1002.htm · Sequence: 3

Exhibit 10.2

SECURED PROMISSORY NOTE

August 28, 2026

U.S. $1,615,000.00

FOR VALUE RECEIVED, Intrusion

Inc., a Delaware corporation (“Borrower”), promises to pay to Streeterville

Capital, LLC, a Utah limited liability company, or its successors or assigns (“Lender”), $1,615,000.00 and any

interest, fees, charges, and late fees accrued hereunder on the date that is twenty four (24) months after the Effective Date (the “Maturity

Date”) in accordance with the terms set forth herein and to pay interest on the Outstanding Balance at the rate of seven percent

(7%) per annum from the Effective Date until the same is paid in full. This Secured Promissory Note (this “Note”) is

issued and made effective as of August 28, 2026 (the “Effective Date”). All interest calculations hereunder shall be

computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable

in accordance with the terms of this Note. This Note is issued pursuant to that certain Note Purchase Agreement dated August 28, 2026,

as the same may be amended from time to time, by and between Borrower and Lender (the “Purchase Agreement”). Certain

capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference.

This Note carries an OID of

$105,000.00. In addition, Borrower agrees to pay $10,000.00 to Lender to cover Lender’s legal fees, accounting costs, due diligence,

monitoring and other transaction costs incurred in connection with the purchase and sale of this Note (the “Transaction Expense

Amount”). The OID and the Transaction Expense Amount are included in the initial principal balance of this Note and are deemed

to be fully earned and non-refundable as of the Purchase Price Date. The purchase price for this Note shall be $1,500,000.00 (the “Purchase

Price”), computed as follows: $1,615,000.00 original principal balance, less the OID, less the Transaction Expense Amount. The

Purchase Price is payable by Lender by wire transfer of immediately available funds.

Payment; Prepayment.

1.1.

Payment. All payments owing hereunder shall be in lawful money of the United States of America and delivered to Lender at

the address or bank account furnished by Lender to Borrower for that purpose. All payments shall be applied first to (a) costs of collection,

if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid interest, and thereafter, to (d) principal.

1.2.

Prepayment. Borrower may pay all or any portion of the Outstanding Balance earlier than it is due. Early payments of less

than all principal, fees and interest outstanding will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s

remaining obligations hereunder.

Monitoring Fee. If this Note is outstanding on the ninety (90) day anniversary of the Purchase Price Date (the “Monitoring

Fee Date”), then Borrower will be charged a one-time fee to cover Lender’s accounting, legal and other costs incurred

in monitoring this Note (the “Monitoring Fee”) equal to the Outstanding Balance divided by .85 less the Outstanding

Balance. The Monitoring Fee will automatically be added to the Outstanding Balance on the Monitoring Fee Date without any further action

required from Borrower or Lender. By way of example only, if the Outstanding Balance on the Monitoring Fee Date were $1,000,000.00, then

the Monitoring Fee added to the Outstanding Balance would be $176,471.00 ($1,000,000.00/.85 - $1,000,000.00).

Security. This Note is secured by the Security Agreement (as defined in the Purchase Agreement) and the IP Security Agreement

(as defined in the Purchase Agreement) and guaranteed by the Guaranty (as defined in the Purchase Agreement).

Redemptions.

4.1.

Monthly Redemptions. Beginning on the six (6) month anniversary of the Purchase Price Date, Lender shall have the right,

exercisable at any time in its sole and absolute discretion, to redeem up to $150,000.00 (such amount, the “Redemption Amount”)

per calendar month by providing written notice to Borrower (each, a “Redemption Notice”). For the avoidance of doubt,

Lender may submit to Borrower one (1) or more Redemption Notices in any given calendar month. Upon receipt of a Redemption Notice, Borrower

shall pay the applicable Redemption Amount to Lender in cash within two (2) Trading Days (the “Redemption Amount Due Date”).

4.2.

Limited Redemptions. Beginning on the six (6) month anniversary of the Closing Date, if at any time thereafter a Limited

Redemption Event occurs, then Lender shall have the right to submit a Redemption Notice in an amount up to the Maximum Limited Redemption

Amount at any time during the Limited Redemption Window (“Limited Redemptions”). Borrower must pay the applicable Limited

Redemption amount to Lender in cash within two (2) Trading Days of delivery of the applicable Redemption Notice.

Trigger Events; Defaults; Remedies.

5.1.

Trigger Events. The following are trigger events under this Note (each, a “Trigger Event”): (a) Borrower

fails to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) a receiver, trustee or other

similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for twenty

(20) days or shall not be dismissed or discharged within sixty (60) days; (c) Borrower becomes insolvent or generally fails to pay, or

admits in writing its inability to pay, its debts as they become due; (d) Borrower makes a general assignment for the benefit of creditors;

(e) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (f) an involuntary bankruptcy

proceeding is commenced or filed against Borrower; (g) Borrower enters into a definitive agreement that contemplates a Fundamental Transaction

that does not include as a condition to closing the full repayment of this Note, or Borrower consummates a Fundamental Transaction where

this Note is not repaid in full at the closing of such Fundamental Transaction; (h) Borrower fails to observe or perform any covenant

set forth in Section 4 of the Purchase Agreement; (i) Borrower defaults or otherwise fails to observe or perform any covenant, obligation,

condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other

than those specifically set forth in this Section 5.1 and Section 4 of the Purchase Agreement; (j) any representation, warranty or other

statement made or furnished by or on behalf of Borrower to Lender herein, in any Transaction Document, or otherwise in connection with

the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (k) Borrower effectuates

a reverse split of its Ordinary Shares without twenty (20) Trading Days prior written notice to Lender; (l) any money judgment, writ or

similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than

$250,000.00, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) calendar days unless otherwise consented to

by Lender; (m) a non-management supported preliminary proxy is filed against Borrower; (n) Borrower receives a delisting determination

notice with respect to its Common Shares from the Nasdaq Listing Qualifications Department; or (o) Borrower or any subsidiary of Borrower,

breaches any covenant or other term or condition contained in any Other Agreements.

5.2.

Trigger Event Remedies. At any time following the occurrence of any Trigger Event, Lender may, at its option, increase the

Outstanding Balance by applying the Trigger Effect (subject to the limitation set forth below).

5.3.

Defaults. At any time following the occurrence of a Trigger Event, Lender may, at its option, send written notice to Borrower

demanding that Borrower cure such Trigger Event within five (5) Trading Days. If Borrower fails to cure the Trigger Event within the required

five (5) Trading Day cure period, the Trigger Event will automatically become an event of default hereunder (an “Event of Default”).

5.4.

Default Remedies. At any time and from time to time following the occurrence of any Event of Default, Lender may accelerate

this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default

Amount. Notwithstanding the foregoing, upon the occurrence of any Trigger Event described in clauses 5.1(b) - 5.1(f), an Event of Default

will be deemed to have occurred and the Outstanding Balance as of the date of the occurrence of such Trigger Event shall become immediately

and automatically due and payable in cash at the Mandatory Default Amount, without any written notice required by Lender for the Trigger

Event to become an Event of Default. At any time following the occurrence of any Event of Default, upon written notice given by Lender

to Borrower, interest shall accrue on the Outstanding Balance beginning on the date the applicable Event of Default occurred at an interest

rate equal to the lesser of eighteen percent (18%) per annum or the maximum rate permitted under applicable law (“Default Interest”).

In connection with acceleration described herein, Lender need not provide, and Borrower hereby waives, any presentment, demand, protest

or other notice of any kind, and Lender may immediately and without expiration of any grace period enforce any and all of its rights and

remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Lender

at any time prior to payment hereunder and Lender shall have all rights as a holder of the Note until such time, if any, as Lender receives

full payment pursuant to this Section 5.4. No such rescission or annulment shall affect any subsequent Trigger Event or Event of Default

or impair any right consequent thereon. Nothing herein shall limit Lender’s right to pursue any other remedies available to it at

law or in equity.

Unconditional Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable

obligation of Borrower not subject to offset, deduction or counterclaim of any kind. Borrower hereby waives any rights of offset, counterclaim,

defense or recoupment it now has or may have hereafter against Lender, its successors and assigns, and agrees to make the payments called

for herein in accordance with the terms of this Note.

Waiver. No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by the party

granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or

consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or

commit a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.

Governing Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction,

validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving effect

to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the

application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase Agreement to determine

the proper venue for any disputes are incorporated herein by this reference.

Arbitration of Disputes. By its issuance or acceptance of this Note, each party agrees to be bound by the Arbitration Provisions

(as defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement with respect to any dispute regarding this Note.

10.

Cancellation. After repayment of the entire Outstanding Balance, this Note shall be deemed paid in full, shall automatically

be deemed canceled, and shall not be reissued.

11.

Amendments. The prior written consent of both parties hereto shall be required for any change or amendment to this Note.

12.

Assignments. Borrower may not assign this Note without the prior written consent of Lender. This Note may be offered, sold,

assigned or transferred by Lender without the consent of Borrower.

13.

Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be

given in accordance with the subsection of the Purchase Agreement titled “Notices.”

14.

Liquidated Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or provisions

of this Note, Lender’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’

inability to predict future interest rates, future share prices, future trading volumes and other relevant factors. Accordingly, Lender

and Borrower agree that any fees, balance adjustments, Default Interest or other charges assessed under this Note are not penalties but

instead are intended by the parties to be, and shall be deemed, liquidated damages.

15.

Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve

the objective of Borrower and Lender to the fullest extent permitted by law and the balance of this Note shall remain in full force and

effect.

[Remainder of page intentionally left blank;

signature page follows]

IN WITNESS WHEREOF, Borrower

has caused this Note to be duly executed as of the Effective Date.

BORROWER:

Intrusion Inc.

By:

/s/ Anthony Scott

Anthony Scott, Chief

Executive Officer

ACKNOWLEDGED, ACCEPTED

AND AGREED:

LENDER:

Streeterville

Capital, LLC

By:

/s/ John Fife

John Fife, President

[Signature Page to Secured

Promissory Note]

ATTACHMENT 1

DEFINITIONS

For purposes of this

Note, the following terms shall have the following meanings:

A1.

“Common Shares” means shares of Borrower’s common stock, par value $0.01 per share.

A2.

“Fundamental Transaction” means that (a) (i) Borrower or any of its subsidiaries shall, directly or indirectly,

in one or more related transactions, consolidate or merge with or into (whether or not Borrower or any of its subsidiaries is the surviving

corporation) any other person or entity, (ii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related

transactions, sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties

or assets to any other person or entity, (iii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more

related transactions, allow any other person or entity to make a purchase, tender or exchange offer that is accepted by the holders of

more than 50% of the outstanding shares of voting stock of Borrower (not including any shares of voting stock of Borrower held by the

person or persons making or party to, or associated or affiliated with the persons or entities making or party to, such purchase, tender

or exchange offer), (iv) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions,

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

spin-off or scheme of arrangement) with any other person or entity whereby such other person or entity acquires more than 50% of the outstanding

shares of voting stock of Borrower (not including any shares of voting stock of Borrower held by the other persons or entities making

or party to, or associated or affiliated with the other persons or entities making or party to, such stock or share purchase agreement

or other business combination), (v) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions,

reorganize, recapitalize or reclassify the Common Shares or preferred stock, other than an increase in the number of authorized shares

of Borrower’s Common Shares or preferred stock, (vi) Borrower transfers any material asset to any subsidiary, affiliate, person

or entity under common ownership or control with Borrower, or (vii) Borrower pays or makes any monetary or non-monetary dividend or distribution

to its shareholders; or (b) any “person” or “group” (as these terms are used for purposes of Sections 13(d)

and 14(d) of the 1934 Act (as defined in the Purchase Agreement) and the rules and regulations promulgated thereunder) is or shall become

the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate

ordinary voting power represented by issued and outstanding voting stock of Borrower.

A3.

“Limited Redemption Event” means that on any given Trading Day the Common Shares trade at a price that is at

least ten (10%) greater than the Nasdaq Minimum Price for such Trading Day.

A4.

“Limited Redemption Window” means the period beginning on the date a Limited Redemption Event occurs and ending

on the date that is five (5) Trading Days after the date the Limited Redemption Event occurs. For the avoidance of doubt, more than one

(1) Limited Redemption Window may be open at the same time.

A5.

“Major Trigger Event” means any Trigger Event occurring under Sections 5.1(a) - 5.1(h).

A6.

“Mandatory Default Amount” means the Outstanding Balance following the application of the Trigger Effect.

A7.

“Maximum Limited Redemption Amount” means five percent (5%) of the cumulative daily dollar trading volume on

the Trading Day that a Limited Redemption Event occurs; measured as the cumulative dollar trading volume on all exchanges beginning at

4:01 PM Eastern Time on the Trading Day before the occurrence of the Limited Redemption Event and ending at 4:00 PM Eastern Time on the

Trading Day during which the Limited Redemption Event occurs.

A8.

“Minor Trigger Event” means any Trigger Event that is not a Major Trigger Event.

A9.

“OID” means an original issue discount.

A10.

“Other Agreements” means, collectively, (a) all existing and future agreements and instruments between, among

or by Borrower (or an affiliate), on the one hand, and Lender (or an affiliate), on the other hand, and (b) any financing agreement or

other material agreement.

A11.

“Outstanding Balance” means as of any date of determination, the Purchase Price, as reduced or increased, as

the case may be, pursuant to the terms hereof for payment, offset, or otherwise, plus the OID, the Transaction Expense Amount, accrued

but unpaid interest, collection and enforcements costs (including attorneys’ fees) incurred by Lender, transfer, stamp, issuance

and similar taxes and fees incurred under this Note.

A12.

“Purchase Price Date” means the date the Purchase Price is delivered by Lender to Borrower.

A13.

“Trading Day” means any day on which Borrower’s principal trading market (or such other principal market

for the Common Shares) is open for trading.

A14.

“Trigger Effect” means multiplying the Outstanding Balance as of the date the applicable Trigger Event occurred

by (a) fifteen percent (15%) for each occurrence of any Major Trigger Event, or (b) five percent (5%) for each occurrence of any Minor

Trigger Event, and then adding the resulting product to the Outstanding Balance as of the date the applicable Trigger Event occurred,

with the sum of the foregoing then becoming the Outstanding Balance under this Note as of the date the applicable Trigger Event occurred;

provided that the Trigger Effect may only be applied three (3) times hereunder with respect to Major Trigger Events, and three

(3) times hereunder with respect to Minor Trigger Events.

[Remainder of page intentionally

left blank]

EX-10.3 — SECURITY AGREEMENT

EX-10.3

Filename: intrusion_ex1003.htm · Sequence: 4

Exhibit 10.3

Security Agreement

This

Security Agreement (this “Agreement”), dated as of August 28, 2026, is executed by Intrusion

Inc., a Delaware corporation (“Debtor”), in favor of Streeterville Capital,

LLC, a Utah limited liability company (“Secured Party”).

A.Debtor

has issued to Secured Party a certain Secured Promissory Note of even date herewith, as may be amended from time to time, in the original

face amount of $1,615,000.00 (the “Note”).

B.In

order to induce Secured Party to extend the credit evidenced by the Note, Debtor has agreed to enter into this Agreement and to grant

Secured Party a security interest in the Collateral (as defined below).

NOW, THEREFORE, in consideration

of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Debtor

hereby agrees with Secured Party as follows:

Definitions and Interpretation. When used in this Agreement, the following terms have the following respective meanings:

“Collateral”

means the property described in Schedule A hereto, and all replacements, proceeds, products, and accessions thereof.

“Intellectual Property”

means all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses (software or otherwise), information, know-how,

inventions, discoveries, published and unpublished works of authorship, processes, any and all other proprietary rights, and all rights

corresponding to all of the foregoing throughout the world, now owned and existing or hereafter arising, created or acquired.

“Lien” shall

mean, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance in, of, or on such

property or the income therefrom, including, without limitation, the interest of a vendor or lessor under a conditional sale agreement,

capital lease or other title retention agreement, or any agreement to provide any of the foregoing, and the filing of any financing statement

or similar instrument under the UCC or comparable law of any jurisdiction.

“Obligations”

means (a) all loans, advances, future advances, debts, liabilities and obligations, howsoever arising, owed by Debtor to Secured Party

or any affiliate of Secured Party of every kind and description, now existing or hereafter arising, whether created by the Note, this

Agreement, the Purchase Agreement, any other Transaction Documents (as defined in the Purchase Agreement), any other agreement between

Debtor and Secured Party (or any affiliate of Secured Party) or any other promissory note issued by Debtor in favor of Secured Party (or

any affiliate of Secured Party), any modification or amendment to any of the foregoing, guaranty of payment or other contract or by a

quasi-contract, tort, statute or other operation of law, whether incurred or owed directly to Secured Party or as an affiliate of Secured

Party or acquired by Secured Party or an affiliate of Secured Party by purchase, pledge or otherwise, (b) all costs and expenses, including

attorneys’ fees, incurred by Secured Party or any affiliate of Secured Party in connection with the Note or in connection with the

collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a), (c) the

payment of all other sums, with interest thereon, advanced in accordance herewith to protect the security of this Agreement, and (d) the

performance of the covenants and agreements of Debtor contained in this Agreement and all other Transaction Documents.

“Permitted Liens”

means (a) Liens for taxes not yet delinquent or Liens for taxes being contested in good faith and by appropriate proceedings for which

adequate reserves have been established, and (b) Liens in favor of Secured Party under this Agreement or arising under the other Transaction

Documents or any prior agreements between Debtor and Secured Party.

“Purchase Agreement”

means that certain Note Purchase Agreement dated August 28, 2026 between Debtor and Secured Party pursuant to which the Note was issued

to Secured Party.

“UCC” means

the Uniform Commercial Code as in effect in the state whose laws would govern the security interest in, including without limitation the

perfection thereof, and foreclosure of the applicable Collateral.

Unless otherwise defined herein,

all terms defined in the UCC have the respective meanings given to those terms in the UCC.

Grant of Security Interest. As security for the Obligations, Debtor hereby pledges to Secured Party and grants to Secured

Party a first-position security interest in all right, title, interest, claims and demands of Debtor in and to the Collateral, which Security

Interest shall be subordinate only to the Permitted Liens.

Authorization to File Financing Statements. Debtor hereby irrevocably authorizes Secured Party at any time and from time

to time to file in any filing office in any UCC jurisdiction or other jurisdiction of Debtor or its subsidiaries any financing statements

or documents having a similar effect and amendments thereto that provide any other information required by the UCC (or similar law of

any non-United States jurisdiction, if applicable) of such state or jurisdiction for the sufficiency or filing office acceptance of any

financing statement or amendment, including whether Debtor is an organization, the type of organization and any organization identification

number issued to Debtor. Debtor agrees to furnish any such information to Secured Party promptly upon Secured Party’s request.

General Representations and Warranties. Debtor represents and warrants to Secured Party that (a) Debtor is the owner of

the Collateral and that no other person has any right, title, claim or interest (by way of Lien or otherwise) in, against or to the Collateral,

other than Permitted Liens, (b) upon the filing of UCC-1 financing statements in any applicable jurisdiction, Secured Party shall have

a perfected security interest in the Collateral to the extent that a security interest in the Collateral can be perfected by such filing,

except for Permitted Liens; (c) Debtor has received at least a reasonably equivalent value in exchange for entering into this Agreement,

(d) Debtor is not insolvent, as defined in any applicable state or federal statute, nor will Debtor be rendered insolvent by the execution

and delivery of this Agreement to Secured Party; and (e) as such, this Agreement is a valid and binding obligation of Debtor. Notwithstanding

the foregoing, any sale, assignment, hypothecation or other transfer of the Note or a portion of the Note where in return Secured Party

receives consideration, the value of the consideration received by Secured Party will offset any amounts owed by Debtor as of the date

the consideration is received by Secured Party.

Additional Covenants. Debtor hereby agrees:

5.1.

to perform all acts that may be necessary to maintain, preserve, protect and perfect in the Collateral, the Lien granted to Secured

Party therein, and the perfection and priority of such Lien;

5.2.

to procure, execute (including endorse, as applicable), and deliver from time to time any endorsements, assignments, financing

statements, certificates of title, and all other instruments, documents and/or writings reasonably deemed necessary or appropriate by

Secured Party to perfect, maintain and protect Secured Party’s Lien hereunder and the priority thereof;

5.3.

to provide at least fifteen (15) days’ prior written notice to Secured Party of any of the following events: (a) any changes

or alterations of Debtor’s name, (b) any changes with respect to Debtor’s address or principal place of business, and (c)

the formation of any subsidiaries of Debtor;

5.4.

upon the occurrence of an Event of Default (as defined in the Note) and, thereafter, at Secured Party’s request, to endorse

(up to the outstanding amount under such promissory notes at the time of Secured Party’s request), assign and deliver any promissory

notes included in the Collateral to Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as

Secured Party may from time to time specify;

5.5.

to the extent the Collateral is not delivered to Secured Party pursuant to this Agreement, to keep the Collateral at the principal

office of Debtor (unless otherwise agreed to by Secured Party in writing), and not to relocate the Collateral to any other locations without

the prior written consent of Secured Party;

5.6.

not to sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein (other than

assets in the ordinary course of business);

5.7.

not to, directly or indirectly, allow, grant or suffer to exist any Lien upon any of the Collateral, other than Permitted Liens;

5.8.

not to grant any license or sublicense under any of its Intellectual Property, or enter into any other agreement with respect to

any of its Intellectual Property, except in the ordinary course of Debtor’s business;

5.9.

to the extent commercially reasonable and in Debtor’s good faith business judgment: (a) to file and prosecute diligently

any patent, trademark or service mark applications pending as of the date hereof or hereafter until all Obligations shall have been paid

in full, (b) to make application on unpatented but patentable inventions and on trademarks and service marks, (c) to preserve and maintain

all rights in all of its Intellectual Property, and (d) to ensure that all of its Intellectual Property is and remains enforceable. Any

and all costs and expenses incurred in connection with each of Debtor’s obligations under this Section 5.9

shall be borne by Debtor. Debtor shall not knowingly and unreasonably abandon any right to file a patent, trademark or service mark application,

or abandon any pending patent application, or any other of its Intellectual Property, without the prior written consent of Secured Party

except for Intellectual Property that Debtor determines, in the exercise of its good faith business judgment, is not or is no longer material

to its business;

5.10.

upon the request of Secured Party at any time or from time to time, and at the sole cost and expense (including, without limitation,

reasonable attorneys’ fees) of Debtor, Debtor shall take all actions and execute and deliver any and all instruments, agreements,

assignments, certificates and/or documents reasonably required by Secured Party to collaterally assign any and all of Debtor’s foreign

patent, copyright and trademark registrations and applications now owned or hereafter acquired to and in favor of Secured Party; and

5.11.

at any time amounts paid by Secured Party under the Transaction Documents are used to purchase Collateral, Debtor shall perform

all acts that may be necessary, and otherwise fully cooperate with Secured Party, to cause (a) any such amounts paid by Secured Party

to be disbursed directly to the sellers of any such Collateral, (b) all certificates of title pertaining to such Collateral (as applicable)

to be properly filed and reissued to reflect Secured Party’s Lien on such Collateral, and (c) all such reissued certificates of

title to be delivered to and held by Secured Party.

Authorized Action by Secured Party. Debtor hereby irrevocably appoints Secured Party as its attorney-in-fact (which appointment

is coupled with an interest) and agrees that Secured Party may perform (but Secured Party shall not be obligated to and shall incur no

liability to Debtor or any third party for failure so to do) any act which Debtor is obligated by this Agreement to perform, and to exercise

such rights and powers as Debtor might exercise with respect to the Collateral, including the right to (a) collect by legal proceedings

or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter

payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement

pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) make any compromise or

settlement, and take any action Secured Party deems advisable, with respect to the Collateral, including without limitation bringing a

suit in Secured Party’s own name to enforce any Intellectual Property; (d) endorse Debtor’s name on all applications, documents,

papers and instruments necessary or desirable for Secured Party in the use of any Intellectual Property; (e) grant or issue any exclusive

or non-exclusive license under any Intellectual Property to any person or entity; (f) assign, pledge, sell, convey or otherwise transfer

title in or dispose of any Intellectual Property to any person or entity; (g) cause the Commissioner of Patents and Trademarks, United

States Patent and Trademark Office (or as appropriate, such equivalent agency in foreign countries) to issue any and all patents and related

rights and applications to Secured Party as the assignee of Debtor’s entire interest therein; (h) employ collections activities

and remedies against Debtor’s account debtors including, without limitation, instructing such debtors to make payments directly

to Secured Creditor; (i) file a copy of this Agreement or the IP Security Agreement (as defined in the Purchase Agreement) with any governmental

agency, body or authority, including without limitation the United States Patent and Trademark Office and, if applicable, the United States

Copyright Office or Library of Congress, at the sole cost and expense of Debtor; (j) insure, process and preserve the Collateral;

(k) pay any indebtedness of Debtor relating to the Collateral; (l) execute and file UCC financing statements and other documents, certificates,

instruments and agreements with respect to the Collateral or as otherwise required or permitted hereunder; and (m) take any and all appropriate

action and execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement;

provided, however, that Secured Party shall not exercise any such powers granted pursuant to clauses (a) through (j) above prior

to the occurrence of an Event of Default. The powers conferred on Secured Party under this Section 6 are solely to protect its interests

in the Collateral and shall not impose any duty upon it to exercise any such powers. Secured Party shall be accountable only for the amounts

that it actually receives as a result of the exercise of such powers, and neither Secured Party nor any of its stockholders, directors,

officers, members, managers, employees or agents shall be responsible to Debtor for any act or failure to act, except with respect to

Secured Party’s own gross negligence or willful misconduct. Nothing in this Section 6 shall be deemed an authorization for Debtor

to take any action that it is otherwise expressly prohibited from undertaking by way of other provision of this Agreement.

Default and Remedies.

7.1.

Default. Debtor shall be deemed in default under this Agreement upon the occurrence of an Event of Default.

7.2.

Remedies. Upon the occurrence of any such Event of Default, Secured Party shall have the rights of a secured creditor under

the UCC, all rights granted by this Agreement and by law, including, without limiting the foregoing, (a) the right to require Debtor to

assemble the Collateral and make it available to Secured Party at a place to be designated by Secured Party, and (b) the right to peaceably

take possession of the Collateral, and for that purpose Secured Party may peaceably enter upon premises on which the Collateral may be

situated and remove the Collateral therefrom, provided that any shorter notice period permitted under the UCC shall be deemed reasonable.

Debtor hereby agrees that ten (10) days’ notice of a public sale of any Collateral or notice of the date after which a private sale

of any Collateral may take place is reasonable. In addition, Debtor waives any and all rights that it may have to a judicial hearing in

advance of the enforcement of any of Secured Party’s rights and remedies hereunder, including, without limitation, Secured Party’s

right following an Event of Default to take immediate possession of Collateral and to exercise Secured Party’s rights and remedies

with respect thereto. Secured Party may also have a receiver appointed to take charge of all or any portion of the Collateral and to exercise

all rights of Secured Party under this Agreement. Secured Party may exercise any of its rights under this Section 7.2 without demand or

notice of any kind. The remedies in this Agreement, including without limitation this Section 7.2, are in addition to, not in limitation

of, any other right, power, privilege, or remedy, either in law, in equity, or otherwise, to which Secured Party may be entitled. No failure

or delay on the part of Secured Party in exercising any right, power, or remedy will operate as a waiver thereof, nor will any single

or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. All of Secured

Party’s rights and remedies, whether evidenced by this Agreement or by any other agreement, instrument or document shall be cumulative

and may be exercised singularly or concurrently.

7.3.

Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on Secured Party to exercise

remedies in a commercially reasonable manner, Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party

(a) to fail to incur expenses reasonably deemed significant by Secured Party to prepare Collateral for disposition, (b) to fail to obtain

third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental

or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection

remedies against account debtors or other persons obligated on Collateral or to fail to remove liens or encumbrances on or any adverse

claims against Collateral, (d) to exercise collection remedies against account debtors and other persons obligated on Collateral directly

or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications

or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other persons, whether or not

in the same business as Debtor, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more

professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (h) to

dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that

have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than

retail markets, (j) to disclaim disposition warranties, (k) to purchase insurance or credit enhancements to insure Secured Party against

risks of loss, collection or disposition of Collateral or to provide to Secured Party a guaranteed return from the collection or disposition

of Collateral, or (l) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers,

consultants and other professionals to assist Secured Party in the collection or disposition of any of the Collateral. Debtor acknowledges

that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Secured Party would fulfill

Secured Party’s duties under the UCC in Secured Party’s exercise of remedies against the Collateral and that other actions

or omissions by Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section.

Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to Debtor or to impose

any duties on Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this

Section.

7.4.

Marshalling. Secured Party shall not be required to marshal any present or future Collateral for, or other assurances of

payment of, the Obligations or to resort to such Collateral or other assurances of payment in any particular order, and all of its rights

and remedies hereunder and in respect of such Collateral and other assurances of payment shall be cumulative and in addition to all other

rights and remedies, however existing or arising. To the extent that it lawfully may, Debtor hereby agrees that it will not invoke any

law relating to the marshalling of Collateral which might cause delay in or impede the enforcement of Secured Party’s rights and

remedies under this Agreement or under any other instrument creating or evidencing any of the Obligations or under which any of the Obligations

is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully

may, Debtor hereby irrevocably waives the benefits of all such laws.

7.5.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds

and the avails of any remedy hereunder (as well as any other amounts of any kind held by Secured Party at the time of, or received by

Secured Party after, the occurrence of an Event of Default) shall be paid to and applied as follows:

(a)

First, to the payment of reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral,

of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability

and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Secured Party;

(b)

Second, to the payment to Secured Party of the amount then owing or unpaid on the Note (to be applied first to accrued interest

and second to outstanding principal) and all amounts owed under any of the other Transaction Documents or other documents included within

the Obligations; and

(c)

Third, to the payment of the surplus, if any, to Debtor, its successors and assigns, or to whosoever may be lawfully entitled to

receive the same.

In the absence of final payment

and satisfaction in full of all of the Obligations, Debtor shall remain liable for any deficiency.

Miscellaneous.

8.1.

Notices. Any notice required or permitted hereunder shall be given in the manner provided in the subsection titled “Notices”

in the Purchase Agreement, the terms of which are incorporated herein by this reference.

8.2.

Non-waiver. No failure or delay on Secured Party’s part in exercising any right hereunder shall operate as a waiver

thereof or of any other right nor shall any single or partial exercise of any such right preclude any other further exercise thereof or

of any other right.

8.3.

Amendments and Waivers. This Agreement may not be amended or modified, nor may any of its terms be waived, except by written

instruments signed by Debtor and Secured Party. Each waiver or consent under any provision hereof shall be effective only in the specific

instances for the purpose for which given.

8.4.

Assignment. This Agreement shall be binding upon and inure to the benefit of Secured Party and Debtor and their respective

successors and assigns; provided, however, that Debtor may not sell, assign or delegate rights and obligations hereunder without

the prior written consent of Secured Party.

8.5.

Cumulative Rights, etc. The rights, powers and remedies of Secured Party under this Agreement shall be in addition to all

rights, powers and remedies given to Secured Party by virtue of any applicable law, rule or regulation of any governmental authority,

or the Note, all of which rights, powers, and remedies shall be cumulative and may be exercised successively or concurrently without impairing

Secured Party’s rights hereunder. Debtor waives any right to require Secured Party to proceed against any person or entity or to

exhaust any Collateral or to pursue any remedy in Secured Party’s power.

8.6.

Partial Invalidity. If any part of this Agreement is construed to be in violation of any law, such part shall be modified

to achieve the objective of the parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and

effect.

8.7.

Expenses. Debtor shall pay on demand all reasonable fees and expenses, including reasonable attorneys’ fees and expenses,

incurred by Secured Party in connection with the custody, preservation or sale of, or other realization on, any of the Collateral or the

enforcement or attempt to enforce any of the Obligations which are not performed as and when required by this Agreement.

8.8.

Entire Agreement. This Agreement, the Note and the other Transaction Documents, taken together, constitute and contain the

entire agreement of Debtor and Secured Party with respect to this particular matter and supersede any and all prior agreements, negotiations,

correspondence, understandings and communications between the parties, whether written or oral, respecting the subject matter hereof.

8.9.

Governing Law; Venue. This Agreement shall be governed by the laws of the State of Utah, without giving effect to the principles

thereof regarding the conflict of laws; provided, however, that the perfection and priority of the security interests hereunder,

and the enforcement of Secured Party’s rights and remedies against the Collateral as provided herein, will be subject to the UCC

of the applicable jurisdiction(s) where such Collateral is located or where the relevant Debtor is organized, as applicable. The provisions

set forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference.

8.10.

Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY

ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE

TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE,

LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND TRIAL

BY JURY.

8.11.

Purchase Agreement; Arbitration of Disputes. By executing this Agreement, each party agrees to be bound by the terms, conditions

and general provisions of the Purchase Agreement and the other Transaction Documents, including without limitation the Arbitration Provisions

(as defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.

8.12.

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of

which together shall constitute one instrument. Any electronic copy of a party’s executed counterpart will be deemed to be an executed

original.

8.13.

Time of the Essence. Time is expressly made of the essence with respect to each and every provision of this Agreement.

[Remainder of page intentionally left blank;

signature page follows]

IN WITNESS WHEREOF, Secured

Party and Debtor have caused this Agreement to be executed as of the day and year first above written.

SECURED PARTY:

Streeterville

Capital, LLC

By:

/s/ John M. Fife

John M. Fife, President

DEBTOR:

Intrusion Inc.

By:

/s/ Anthony Scott

Anthony Scott, Chief

Executive Officer

[Signature Page to Security Agreement]

SCHEDULE A

TO SECURITY AGREEMENT

All right, title, interest,

claims and demands of Debtor in and to all of Debtor’s assets owned as of the date hereof and/or acquired by Debtor in the future,

wherever located, at any time while the Obligations are still outstanding, including without limitation, the following property:

All equity interests in all wholly- or partially-owned subsidiaries of Debtor;

All customer accounts, insurance contracts, and clients underlying such insurance contracts;

All goods and equipment now owned or hereafter acquired, including, without limitation, all laboratory equipment, computer equipment,

office equipment, machinery, fixtures, vehicles, and any interest in any of the foregoing, and all attachments, accessories, accessions,

replacements, substitutions, additions, and improvements to any of the foregoing, wherever located;

All inventory now owned or hereafter acquired, including, without limitation, all merchandise, raw materials, parts, supplies,

packing and shipping materials, work in process and finished products including such inventory as is temporarily out of Debtor’s

custody or possession or in transit and including any returns upon any accounts or other proceeds, including insurance proceeds, resulting

from the sale or disposition of any of the foregoing and any documents of title representing any of the above, and Debtor’s books

relating to any of the foregoing;

All accounts receivable, contract rights, general intangibles, healthcare insurance receivables, payment intangibles and commercial

tort claims, now owned or hereafter acquired, including, without limitation, all patents, patent rights and patent applications (including

without limitation, the inventions and improvements described and claimed therein, and (a) all reissues, divisions, continuations, renewals,

extensions and continuations-in-part thereof, (b) all income, royalties, damages, proceeds and payments now and hereafter due or payable

under or with respect thereto, including, without limitation, damages and payments for past or future infringements thereof, (c) the right

to sue for past, present and future infringements thereof, and (d) all rights corresponding thereto throughout the world), trademarks

and service marks (and applications and registrations therefor), inventions, discoveries, copyrights and mask works (and applications

and registrations therefor), trade names, trade styles, software and computer programs including source code, trade secrets, methods,

published and unpublished works of authorship, processes, know how, drawings, specifications, descriptions, and all memoranda, notes,

and records with respect to any research and development, goodwill, license agreements, information, any and all other proprietary rights,

franchise agreements, blueprints, drawings, purchase orders, customer lists, route lists, infringements, claims, computer programs, computer

disks, computer tapes, literature, reports, catalogs, design rights, income tax refunds, payments of insurance and rights to payment of

any kind and whether in tangible or intangible form or contained on magnetic media readable by machine together with all such magnetic

media, and all rights corresponding to all of the foregoing throughout the world, now owned and existing or hereafter arising, created

or acquired;

All now existing and hereafter arising accounts, contract rights, royalties, license rights and all other forms of obligations

owing to Debtor arising out of the sale or lease of goods, the licensing of technology or the rendering of services by Debtor (subject,

in each case, to the contractual rights of third parties to require funds received by Debtor to be expended in a particular manner), whether

or not earned by performance, and any and all credit insurance, guaranties, and other security therefor, as well as all merchandise returned

to or reclaimed by Debtor and Debtor’s books relating to any of the foregoing;

All documents, cash, deposit accounts (including account numbers and financial institutions where maintained), letters of credit,

letter of credit rights, supporting obligations, certificates of deposit, instruments, chattel paper, electronic chattel paper, tangible

chattel paper and investment property, including, without limitation, all securities, whether certificated or uncertificated, security

entitlements, securities accounts, commodity contracts and commodity accounts, and all financial assets held in any securities account

or otherwise, wherever located, now owned or hereafter acquired and Debtor’s books relating to the foregoing;

All other assets, goods and personal property of Debtor, wherever located, whether tangible or intangible, and whether now owned

or hereafter acquired; and

Any and all claims, rights and interests in any of the above and all substitutions for, additions and accessions to and proceeds

and products thereof, including, without limitation, insurance, condemnation, requisition or similar payments and the proceeds thereof.

EX-10.4 — INTELLECTUAL PROPERTY SECURITY AGREEMENT

EX-10.4

Filename: intrusion_ex1004.htm · Sequence: 5

Exhibit 10.4

INTELLECTUAL PROPERTY SECURITY AGREEMENT

This INTELLECTUAL PROPERTY

SECURITY AGREEMENT (“IP Security Agreement”), dated as of August 28, 2026, is made by INTRUSION INC., a Delaware corporation

(“Debtor”), in favor of STREETERVILLE CAPITAL, LLC, a Utah limited liability company (the “Secured Party”).

A. Debtor issued to Secured Party a certain Secured Promissory Note dated as of August 28, 2026, as may be

amended from time to time (the “Note”), pursuant to a certain Note Purchase Agreement of even date herewith by and

between Debtor and Secured Party (the “Purchase Agreement”).

B. In order to induce Secured Party to extend the credit evidenced by the Note, Debtor has agreed to enter

into that certain Security Agreement of even date herewith by and between Debtor and Secured Party (the “Security Agreement”)

and to grant Secured Party a security interest in certain “Collateral” as defined in the Security Agreement.

C. Under the terms of the Security Agreement, Debtor has granted to Secured Party a security interest in,

among other property, certain intellectual property of the Debtor, and has agreed to execute and deliver this IP Security Agreement for

recording with governmental authorities, including, but not limited to, the United States Patent and Trademark Office and the United States

NOW THEREFORE, for good and

valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Grant of Security. Debtor hereby pledges and grants to Secured Party

a security interest in and to all of the right, title, and interest of such Debtor in, to, and under the following (the “IP Collateral”):

(a)

the patents, patent applications and trademarks set forth on Schedule 1 hereto and all reissues, divisions, continuations,

continuations-in-part, renewals, extensions, and reexaminations thereof, and amendments thereto;

(b)

the trademark registrations and applications set forth on Schedule 1 hereto, together with the goodwill connected with the

use thereof and symbolized thereby, and all extensions and renewals thereof;

(c)

the copyright registrations and applications set forth on Schedule 1 hereto, and all extensions and renewals thereof;

(d)

all rights of any kind whatsoever of Debtor accruing under any of the foregoing provided by applicable law of any jurisdiction,

by international treaties and conventions and otherwise throughout the world;

(e)

any and all royalties, fees, income, payments, and other proceeds now or hereafter due or payable with respect to any and all of

the foregoing; and

(f)

any and all claims and causes of action with respect to any of the foregoing, whether occurring before, on, or after the date hereof,

including all rights to and claims for damages, restitution, and injunctive and other legal and equitable relief for past, present, and

future infringement, dilution, misappropriation, violation, misuse, breach, or default, with the right but no obligation to sue for such

legal and equitable relief and to collect, or otherwise recover, any such damages.

Recordation.

Debtor authorizes the Commissioner for Patents, the Commissioner for Trademarks, and the Register of Copyrights to record and register

this IP Security Agreement upon request by Secured Party.

Loan Documents. This IP Security Agreement has been entered into pursuant

to and in conjunction with the Security Agreement, the Purchase Agreement, the Note and all other documents related thereto and entered

into in connection therewith (the “Loan Documents”), which are hereby incorporated by reference. The provisions of

the Loan Documents shall supersede and control over any conflicting or inconsistent provision herein. The rights and remedies of Secured

Party with respect to the IP Collateral are as provided by the Loan Documents and nothing in this IP Security Agreement shall be deemed

to limit such rights and remedies.

General Representations and Warranties. In addition to those representations and warranties made in the Security Agreement,

Debtor hereby represents and warrants to Secured Party that:

(a)

Debtor owns, has independently developed, and has the valid right to encumber use, possess, develop, sell, license, copy,

distribute, market, advertise and/or dispose of all IP Collateral.

(b)

The IP Collateral does

not infringe, whether indirectly (e.g., contributorily or by induced infringement) or directly, upon any copyright, trademark, trade dress,

trade secret or patent or other proprietary or intellectual property right of any third party in the United States or in any country or

jurisdiction worldwide, and that no third party in the United States or in any country or jurisdiction worldwide has made any infringement

or misappropriation claims against Debtor regarding the IP Collateral.

(c)

The IP Collateral is free and clear of any liens or other encumbrances.

(d)

All applications and registrations related to the IP Collateral are valid, enforceable, subsisting, and have not expired, been

revoked or cancelled for failure to prosecute, and all issuance, renewal, maintenance and other payments that are or have become due with

respect thereto have been timely paid by or on behalf of the Debtor.

(e)

Debtor has not assigned any right, title or interest in the IP Collateral to any third party.

(f)

There is no pending or threatened claim or litigation contesting the validity or ownership of the IP Collateral. There is no legitimate

basis for any such claim, nor has Debtor received any notice asserting that any IP Collateral or the proposed encumbrance, use, sale,

license or disposition thereof conflicts or shall conflict with the rights of any other party, nor is there any legitimate basis for any

such assertion.

(g)

Debtor represents and warrants to Secured Party that Schedule 1 attached hereto is a true, complete and accurate list of

all patents, patent applications, trademarks, trademark applications, copyrights, and copyright applications owned by Debtor.

Execution

in Counterparts. This IP Security Agreement may be executed in two (2) or more counterparts, each of which shall be deemed

an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic signature

(including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission

method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

Successors and Assigns. This IP Security Agreement will be binding on

and shall inure to the benefit of the parties hereto and their respective successors and assigns. This IP Security Agreement may be assigned

by Secured Party to its affiliates that are permitted assignees of the Note, upon prior written notice to Debtor, without the need to

obtain Debtor’s consent thereto, provided that any such assignee agrees in writing to by bound by the terms of all Transaction Documents

(as defined in the Purchase Agreement) as though an original party thereto. Except as set forth above, neither Secured Party nor Debtor

may assign its rights or obligations under this IP Security Agreement or delegate its duties hereunder, whether directly or indirectly,

without the prior written consent of the other party, and any such attempted assignment or delegation shall be null and void.

Governing

Law; Arbitration.

This IP Security Agreement and any claim, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon,

arising out of, or relating to this IP Security Agreement and the transactions contemplated hereby and thereby shall be governed by, and

construed in accordance with, the laws of the United States and the State of Utah, without giving effect to any choice or conflict of

law provision or rule (whether of the State of Utah or any other jurisdiction), and will be subject to the Arbitration

Provisions (as defined in the Purchase Agreement) attached as an exhibit to the Purchase Agreement.

[Signature

Page Follows]

IN WITNESS WHEREOF, Debtor has caused this IP Security

Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

INTRUSION INC.

By: /s/ Anthony Scott

Anthony Scott, Chief Executive Officer

Address for Notices:

101 East Park Blvd, Suite 1200

Plano, Texas 75074

E-mail: Tony.Scott@intrusion.com

AGREED TO AND ACCEPTED:

STREETERVILLE CAPITAL, LLC

By: /s/ John M. Fife

John M. Fife, President

Address for Notices:

297 Auto Mall Drive #4

St. George, Utah 84770

[Signature Page to Intellectual Property Security

Agreement]

SCHEDULE

PATENTS

Application/

Patent No.

Filing/

Issue Date

Title

Priority Information

Jurisdiction

Record Owners (Applicant)

Inventors

Status

421335.10043

August 25, 2011

Monitoring and Securing Communications Networks and High Speed Network Data Extractor

Granted

Intrusion Inc.

Joe Head

Active

421335-100444

September 8, 2011

Packet File System

Granted

Intrusion Inc.

Joe Head

Active

TRADEMARKS

Mark

Country

Appl. /

Reg. No.

Filing /

Reg. Date

Goods / Services

Owner

Status

Intrusion

97536253

February 4, 2024 (Revived)

Services

Intrusion Inc.

Active

Intrusion Shield

88895891

January 13, 2024

(Rived)

Services

Intrusion Inc.

Active

Intrusion Savant

88895898

May 4, 2021

Services

Intrusion Inc.

Active

Tracecop

88901845

September 14, 2021

Services

Intrusion Inc.

Active

EX-10.5 — GUARANTY

EX-10.5

Filename: intrusion_ex1005.htm · Sequence: 6

Exhibit 10.5

GUARANTY

This GUARANTY, made effective

as of August 28, 2026, is given by OW Cyber, LLC, an Arizona limited liability company (“Guarantor”), for the benefit

of Streeterville Capital, LLC, a Utah limited liability company (“Investor”).

PURPOSE

Intrusion Inc., a Delaware corporation and parent of Guarantor (“Company”), has issued to Investor that certain

Secured Promissory Note of even date herewith in the original principal amount of $1,615,000.00 (the “Note”).

The Note was issued pursuant to the terms of a Note Purchase Agreement of even date herewith between Company and Investor (the

“Purchase Agreement”).

Investor agreed to provide the financing to Company evidenced by the Note only upon the inducement and representation of Guarantor

that it would guaranty certain indebtedness, liabilities and obligations of Company owed to Investor under the Note, as provided herein.

NOW, THEREFORE, in consideration

of $10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to induce

Investor to purchase the Note and provide the financing contemplated therein, Guarantor hereby agrees for the benefit of Investor as follows:

GUARANTY

1. Indebtedness

Guaranteed. Guarantor hereby absolutely and unconditionally guarantees the prompt payment in full of the Obligations (as defined below),

as and when the same (including without limitation portions thereof) become due and payable. Guarantor acknowledges that the amount of

the Obligations may exceed the principal amount of the Note. Guarantor further acknowledges that the foregoing guarantee is made for the

timely payment and performance of each of the Obligations and is not merely a guaranty of collection. For purposes of this Guaranty, “Obligations”

means all loans, advances, debts, liabilities and obligations, arising on, before or after the date of this Guaranty, owed by Company

or Guarantor to Investor, whether created by the Note, the Purchase Agreement, or any other agreement or instrument between Company and

Investor, including any modification or amendment to any of the foregoing.

2.Representations

and Warranties. Guarantor hereby represents and warrants to Investor that:

(a) Guarantor

is a company, duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has the power

and authority and the legal right to own and operate its properties and to conduct the business in which it is currently engaged.

(b)Guarantor

has the power and authority and the legal right to execute and deliver, and to perform its obligations under, this Guaranty and has taken

all necessary action required by its form of organization to authorize such execution, delivery and performance.

(c)This

Guaranty constitutes Guarantor’s legal, valid and binding obligation enforceable in accordance with its terms, except as enforceability

may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’

rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

(d)The

execution, delivery and performance of this Guaranty will not (i) violate any provision of any law, statute, rule or regulation or any

order, writ, judgment, injunction, decree, determination or award of any court, governmental agency or arbitrator presently in effect

having applicability to Guarantor, (ii) violate or contravene any provision of Guarantor’s organizational documents, or (iii) result

in a breach of or constitute a default under any indenture, loan or credit agreement or any other material agreement, lease or instrument

to which Guarantor is a party or by which it or any of its properties may be bound or result in the creation of any lien thereunder. Guarantor

is not in default under or in violation of any such law, statute, rule or regulation, order, writ, judgment, injunction, decree, determination

or award or any such indenture, loan or credit agreement or other agreement, lease or instrument in any case in which the consequences

of such default or violation could have a material adverse effect on its business, operations, properties, assets or condition (financial

or otherwise).

(e) No

order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental

or public body or authority is required on Guarantor’s part to authorize, or is required in connection with the execution, delivery

and performance of, or the legality, validity, binding effect or enforceability of, this Guaranty.

(f)There

are no actions, suits or proceedings pending or, to Guarantor’s knowledge, threatened against or affecting Guarantor or any of its

properties before any court or arbitrator, or any governmental department, board, agency or other instrumentality which, if determined

adversely to Guarantor, would have a material adverse effect on its business, operations, property or condition (financial or otherwise)

or on its ability to perform its obligations hereunder.

(g) (i)

This Guaranty is not given with actual intent to hinder, delay or defraud any entity to which Guarantor is, or will become on or after

the date of this Guaranty, indebted, (ii) Guarantor has received at least a reasonably equivalent value in exchange for the giving

of this Guaranty, (iii) Guarantor is not insolvent, as defined in any applicable state or federal statute, nor will Guarantor be

rendered insolvent by the execution and delivery of this Guaranty to Investor, and (iv) Guarantor does not intend to incur debts

that will be beyond Guarantor’s ability to pay as such debts become due.

(h) Guarantor

has examined or has had the full opportunity to examine the Note and all the other Transaction Documents, all the terms of which are acceptable

to Guarantor.

(i) This

Guaranty is given in consideration of Investor entering into the Note and providing financing thereunder.

(j) Guarantor

is not insolvent, as defined in any applicable state or federal statute, nor will Guarantor be rendered insolvent by the execution and

delivery of this Guaranty to Investor.

(k) Guarantor

has received adequate consideration and at least a reasonably equivalent value in exchange for the giving of this Guaranty, which Guarantor

hereby acknowledges having received, and thereby will materially benefit from the financial accommodations granted to Company by Investor

pursuant to the Note. Investor may rely conclusively on the continuing warranty, hereby made, that Guarantor continues to be benefitted

by Investor’s extension of credit accommodations to Company and Investor shall have no duty to inquire into or confirm the receipt

of any such benefits, and this Guaranty shall be effective and enforceable by Investor without regard to the receipt, nature or value

of any such benefits. As such, this Guaranty is a valid and binding obligation of Guarantor. Guarantor further covenants and agrees that

it will not use lack of consideration as a defense to its performance of its obligations under this Guaranty.

3. Alteration

of Obligations. In such manner, upon such terms and at such times as Investor and Company deem best and without notice to Guarantor,

Investor and Company may alter, compromise, accelerate, extend, renew or change the time or manner for the payment of any Obligation,

increase or reduce the rate of interest on the Note, release Company, as to all or any portion of the Obligations, release, substitute

or add any one or more guarantors or endorsers, accept additional or substituted security therefor, or release or subordinate any security

therefor. No exercise or non-exercise by Investor of any right available to Investor, no dealing by Investor with Guarantor or any other

guarantor, endorser of the Note or any other person, and no change, impairment or release of all or a portion of the obligations of Company

under any of the Transaction Documents or suspension of any right or remedy of Investor against any person, including, without limitation,

Company and any other such guarantor, endorser or other person, shall in any way affect any of the obligations of Guarantor hereunder

or any security furnished by Guarantor or give Guarantor any recourse against Investor. Guarantor acknowledges that its obligations hereunder

are independent of the obligations of Company.

4. Waiver.

To the extent permitted by law, Guarantor hereby waives and relinquishes all rights and remedies accorded by applicable law to guarantors

and agrees not to assert or take advantage of any such rights or remedies, including (without limitation) (a) any right to require Investor

to proceed against Company or any other person or to pursue any other remedy in Investor’s power before proceeding against Guarantor;

(b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the

failure of Investor to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other

person or persons; (c) demand, protest and notice of any kind, including, without limitation, notice of the existence, creation or incurring

of any new or additional indebtedness, liability or obligation or of any action or non-action on the part of Company, Investor, any endorser

or creditor of Company or Guarantor or on the part of any other person whomsoever under this or any other instrument in connection with

any obligation or liability or evidence of indebtedness held by Investor as collateral or in connection with any Obligation hereby guaranteed;

(d) any defense based upon an election of remedies by Investor which may destroy or otherwise impair the subrogation rights of Guarantor

or the right of Guarantor to proceed against Company for reimbursement, or both; (e) any defense based upon any statute or rule of law

which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the

principal; (f) any duty on the part of Investor to disclose to Guarantor any facts Investor may now or hereafter know about Company, regardless

of whether Investor has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume

or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor,

since Guarantor acknowledges that it is fully responsible for being and keeping informed of the financial condition of Company and of

all circumstances bearing on the risk of non-payment of any Obligation; (g) any defense arising because of Investor’s election,

in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code;

(h) any defense based on any borrowing or grant of a security interest under Section 364 of the Federal Bankruptcy Code; (i) any claim,

right or remedy which Guarantor may now have or hereafter acquire against Company that arises hereunder and/or from the performance by

Guarantor hereunder, including, without limitation, any claim, right or remedy of Investor against Company or any security which Investor

now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law

or otherwise; and (j) any obligation of Investor to pursue any other guarantor or any other person, or to foreclose on any collateral.

5. Bankruptcy.

So long as any Obligation shall be owing to Investor, Guarantor shall not, without the prior written consent of Investor, commence or

join with any other person in commencing any bankruptcy, reorganization, or insolvency proceeding against Company. The obligations of

Guarantor under this Guaranty shall not be altered, limited or affected by any proceeding, voluntary or involuntary, involving the bankruptcy,

insolvency, receivership, reorganization, liquidation or arrangement of Company, or by any defense which Company may have by reason of

any order, decree or decision of any court or administrative body resulting from any such proceeding.

6. Claims

in Bankruptcy. Guarantor shall file in any bankruptcy or other proceeding in which the filing of claims is required or permitted by

law all claims that Guarantor may have against Company relating to any indebtedness, liability or obligation of Company owed to Guarantor

and will assign to Investor all rights of Guarantor thereunder. If Guarantor does not file any such claim, Investor, as attorney-in-fact

for Guarantor, is hereby authorized to do so in the name of Guarantor or, in Investor’s discretion, to assign the claim to a nominee

and to cause proof of claim to be filed in the name of Investor’s nominee. The foregoing power of attorney is coupled with an interest

and cannot be revoked. Investor or Investor’s nominee shall have the sole right to accept or reject any plan proposed in such proceeding

and to take any other action that a party filing a claim is entitled to do. In all such cases, whether in administration, bankruptcy or

otherwise, the person or persons authorized to pay such claim shall pay to Investor the amount payable on such claim and, to the full

extent necessary for that purpose, Guarantor hereby assigns to Investor all of Guarantor’s rights to any such payments or distributions

to which Guarantor would otherwise be entitled; provided, however, that Guarantor’s obligations hereunder shall not be deemed

satisfied except to the extent that Investor receives cash by reason of any such payment or distribution. If Investor receives anything

hereunder other than cash, the same shall be held as collateral for amounts due under this Guaranty. If at any time the holder of the

Note is required to refund to Company any payments made by Company under the Note because such payments have been held by a bankruptcy

court having jurisdiction over Company to constitute a preference under any bankruptcy, insolvency or similar law then in effect, or for

any other reason, then in addition to Guarantor’s other obligation under this Guaranty, Guarantor shall reimburse the holder in

the aggregate amount of such refund payments.

7. Costs

and Attorneys’ Fees. If Company or Guarantor fails to pay all or any portion of any Obligation, or Guarantor otherwise breaches

any provision hereof or otherwise defaults hereunder, Guarantor shall pay reasonable attorneys’ fees incurred by Investor in connection

with the enforcement of any obligations of Guarantor hereunder, including, without limitation, any attorneys’ fees incurred in any

negotiation, alternative dispute resolution proceeding subsequently agreed to by the parties, if any, litigation, arbitration, or bankruptcy

proceeding or any appeals from any of such proceedings.

8. Cumulative

Rights. The amount of Guarantor’s liability and all rights, powers and remedies of Investor hereunder and under any other agreement

now or at any time hereafter in force between Investor and Guarantor, including, without limitation, any other guaranty executed by Guarantor

relating to any indebtedness, liability or obligation of Company owed to Investor, shall be cumulative and not alternative and such rights,

powers and remedies shall be in addition to all rights, powers and remedies given to Investor by law. This Guaranty is in addition to

and exclusive of the guaranty of any other guarantor of any indebtedness, liability or obligation of Company owed to Investor.

9. Independent

Obligations. The obligations of Guarantor hereunder are independent of the obligations of Company and, to the extent permitted by

law, in the event of any breach or default hereunder, a separate action or actions may be brought and prosecuted against Guarantor whether

or not Company is joined therein or a separate action or actions are brought against Company, and Investor shall have no obligation to

separately pursue an action against Company with respect to the Obligations. Investor may maintain successive actions for other breaches

or defaults. Investor’s rights hereunder shall not be exhausted by Investor’s exercise of any of Investor’s rights or

remedies or by any such action or by any number of successive actions until and unless all Obligations have been paid and fully performed.

10. Severability.

If any part of this Guaranty is construed to be in violation of any law, such part shall be modified to achieve the objective of the parties

to the fullest extent permitted and the balance of this Guaranty shall remain in full force and effect.

11. Successors

and Assigns. This Guaranty shall inure to the benefit of Investor, Investor’s successors and assigns, including the assignees

of any Obligation, and shall bind the heirs, executors, administrators, personal representatives, successors and assigns of Guarantor.

This Guaranty may be assigned by Investor with respect to all or any portion of the Obligations, and when so assigned, Guarantor shall

be liable to the assignees under this Guaranty without in any manner affecting the liability of Guarantor hereunder with respect to any

Obligations retained by Investor.

12. Notices.

Whenever Guarantor or Investor shall desire to give or serve any notice, demand, request or other communication with respect to this Guaranty,

each such notice shall be given in writing (unless otherwise specified herein) and shall be deemed effectively given on the earliest of:

(a)

the date delivered, if delivered by personal delivery as against written receipt therefor or by email to an executive officer,

or by confirmed facsimile,

(b)

the fifth business day after deposit, postage prepaid, in the United States Postal Service by registered or certified mail, or

(c)

the third business day after mailing by domestic or international express courier, with delivery costs and fees prepaid,

in each case, addressed to each of the other parties

thereunto entitled at the address for such party (or Company, in respect of notices delivered to the Guarantor) set forth in the Purchase

Agreement (or at such other addresses as such party may designate by ten (10) calendar days’ advance written notice similarly given

to each of the other parties hereto).

13. Application

of Payments or Recoveries. With or without notice to Guarantor, Investor, in Investor’s sole discretion and at any time and

from time to time and in such manner and upon such terms as Investor deems fit, may (a) apply any or all payments or recoveries from Company

or from any other guarantor or endorser under any other instrument or realized from any security, in such manner and order of priority

as Investor may determine, to any indebtedness, liability or obligation of Company owed to Investor, whether or not such indebtedness,

liability or obligation is guaranteed hereby or is otherwise secured or is due at the time of such application; and (b) refund to Company

any payment received by Investor in connection with any Obligation and payment of the amount refunded shall be fully guaranteed hereby.

14. Setoff.

Investor shall have a right of setoff against all monies, securities any other property of Guarantor now or hereafter in the possession

of Investor. Such right is in addition to any right of setoff Investor may have by law. All rights of setoff may be exercised without

notice or demand to Guarantor. No right of setoff shall be deemed to have been waived by any act or conduct on the part of Investor, or

by any neglect to exercise such right of setoff, or by any delay in doing so. Every right of setoff shall continue in full force and effect

until specifically waived or released by an instrument in writing executed by Investor.

15. Miscellaneous.

15.1 Governing

Law and Venue. This Guaranty shall be governed by and interpreted in accordance with the laws of the State of Utah for contracts to

be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Without modifying

Guarantor’s obligations to resolve disputes hereunder pursuant to the Arbitration Provisions (as defined below), Guarantor consents

to and expressly agrees that exclusive venue for the arbitration of any dispute arising out of or relating to this Guaranty or the relationship

of the parties or their affiliates shall be in Salt Lake County, Utah. Without modifying the parties obligations to resolve disputes hereunder

pursuant to the Arbitration Provisions (as defined below), for any litigation arising in connection with this Agreement, Guarantor hereby

(a) consents to and expressly submits to the exclusive personal jurisdiction of any state court sitting in Salt Lake County, Utah, (b)

expressly submits to the exclusive venue of any such court for the purposes hereof, and (c) waives any claim of improper venue and any

claim or objection that such courts are an inconvenient forum or any other claim or objection to the bringing of any such proceeding in

such jurisdictions or to any claim that such venue of the suit, action or proceeding is improper.

15.2 Arbitration

of Claims. The parties hereto hereby incorporate by this reference the arbitration provisions set forth as an exhibit to the Purchase

Agreement (“Arbitration Provisions”). The parties shall submit all Claims (as defined in the Arbitration Provisions)

arising under this Guaranty or other agreements between the parties and their affiliates to binding arbitration pursuant to the Arbitration

Provisions. The parties hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding on the parties hereto

and are severable from all other provisions of this Guaranty. Any capitalized term not defined in the Arbitration Provisions shall have

the meaning set forth in the Purchase Agreement. By executing this Guaranty, Guarantor represents, warrants and covenants that such Guarantor

has reviewed the Arbitration Provisions carefully, has had the opportunity to consult with legal counsel about such provisions and either

has done so or knowingly and voluntarily waived such right, understands that the Arbitration Provisions are intended to allow for the

expeditious and efficient resolution of any dispute hereunder, agrees to the terms and limitations set forth in the Arbitration Provisions,

and that Guarantor will not take a position contrary to the foregoing representations. Guarantor acknowledges and agrees that Investor

may rely upon the foregoing representations and covenants of Guarantor regarding the Arbitration Provisions.

15.3Entire

Agreement. Except as provided in any other written agreement now or at any time hereafter in force between Investor and Guarantor,

this Guaranty shall constitute the entire agreement of Guarantor with Investor with respect to the subject matter hereof, and no representation,

understanding, promise or condition concerning the subject matter hereof shall be binding upon Investor unless expressed herein.

15.4 Counterparts.

This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall

constitute one and the same instrument. Counterparts may be delivered via electronic signature (including PDF or any electronic signature

complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com), or other transmission method, and any counterpart so delivered

shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

15.5 Construction.

When the context and construction so require, all words used in the singular herein shall be deemed to have been used in the plural and

the masculine shall include the feminine and neuter and vice versa. The word “person” as used herein shall include any individual,

company, firm, association, partnership, corporation, trust or other legal entity of any kind whatsoever. The headings of this Guaranty

are inserted for convenience only and shall have no effect upon the construction or interpretation hereof.

15.6 Waiver.

No provision of this Guaranty or right granted to Investor hereunder can be waived in whole or in part nor can Guarantor be released from

Guarantor’s obligations hereunder except by a writing duly executed by an authorized officer of Investor. Any such waiver shall

be effective only for the specific instance and purpose for which it is given.

15.7 No

Subrogation. Until all indebtedness, liabilities and obligations of Company owed to Investor have been paid in full, Guarantor shall

not have any right of subrogation, contribution, or reimbursement against Company or any other guarantor.

15.8Survival.

All representations, warranties, covenants, and obligations contained in this Guaranty shall survive the execution, delivery and performance

of this Guaranty, and any termination or expiration of this Guaranty. This Guaranty shall terminate once the obligations under the Note

have been satisfied in full.

15.9Joint

and Several Liability. Guarantor’s covenants, obligations and agreements set forth herein are joint and several liabilities

and obligations of Guarantor together with every other guarantor of the Obligations, whether now existing or hereafter arising, and whether

or not such other guarantors are named in this Guaranty.

15.10Waiver

of Jury Trial. GUARANTOR HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS

GUARANTY OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER

COMMON LAW OR STATUTORY CLAIMS. GUARANTOR REPRESENTS THAT HE HAS REVIEWED THIS WAIVER AND KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL

RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS GUARANTY MAY BE FILED AS A WRITTEN CONSENT

TO A TRIAL BY THE COURT.

[Remainder of page intentionally left blank; signature

page to follow]

IN WITNESS WHEREOF, Guarantor

has executed this Guaranty to be effective as of the date first set forth above.

GUARANTOR:

OW Cyber, LLC

By:

/s/ Anthony Scott

Anthony Scott,

Manager

[Signature Page to Guaranty]

EX-10.6 — OFFICER'S CERTIFICATE

EX-10.6

Filename: intrusion_ex1006.htm · Sequence: 7

Exhibit 10.6

INTRUSION INC.

OFFICER’S CERTIFICATE

I hereby certify that I am

the duly elected, qualified and acting Chief Executive Officer of Intrusion Inc., a Delaware corporation (“Company”),

and I am authorized to execute this Officer’s Certificate (this “Certificate”) on behalf of Company. This Certificate

is delivered in connection with that certain Note Purchase Agreement dated August 28, 2026 (the “Purchase Agreement”),

by and between Company and Streeterville Capital, LLC, a Utah limited liability company.

Solely in my capacity as Chief

Executive Officer, I certify that Schedule 1 attached hereto is a true, accurate and complete copy of all of the resolutions adopted

by the Board of Directors of Company (the “Resolutions”) approving and authorizing the execution, delivery and performance

of the Purchase Agreement and related documents to which Company is a party on the date hereof, and the transactions contemplated thereby.

Such Resolutions have not been amended, rescinded or modified since their adoption and remain in effect as of the date hereof.

IN WITNESS WHEREOF, I have

made this Officer’s Certificate effective as of August 28, 2026.

Intrusion Inc.

By: /s/ Anthony Scott

Anthony Scott, Chief Executive Officer

Schedule 1

BOARD RESOLUTIONS

[attached]

INTRUSION INC.

RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS

________________________

Effective August 28, 2026

________________________

APPROVAL OF FINANCING

WHEREAS, the Board of Directors

(the “Board”) of Intrusion Inc., a Delaware corporation (“Company”), has determined that it is in

the best interests of Company to seek financing in the amount of $1,500,000.00 through the issuance and sale to Streeterville Capital,

LLC, a Utah limited liability company (“Investor”), of a Secured Promissory Note (the “Financing”);

WHEREAS, the terms of the

Financing are reflected in a Note Purchase Agreement substantially in the form attached hereto as Exhibit A (the “Purchase

Agreement”), a Secured Promissory Note to be issued by Company to Investor in the original principal amount of $1,615,000.00

substantially in the form attached hereto as Exhibit B (the “Note”), a Security Agreement substantially in the

form attached hereto as Exhibit C, an Intellectual Property Security Agreement substantially in the form attached hereto as Exhibit

D, a Guaranty to be entered into by Company’s subsidiary, OW Cyber, LLC (“OW Cyber”), substantially in the

form attached hereto as Exhibit E, and all other agreements, certificates, instruments and documents being or to be executed and

delivered under or in connection with the Financing (collectively, the “Financing Documents”); and

WHEREAS, the Board, having

received and reviewed the Financing Documents, believes that it is in the best interests of Company and the stockholders to approve the

Financing and the Financing Documents and authorize the officers of Company to execute such documents.

NOW, THEREFORE, BE IT:

RESOLVED, that the Financing

is hereby approved and determined to be in the best interests of Company and its stockholders;

RESOLVED FURTHER, that the

form, terms and provisions of the Financing Documents (including all exhibits, schedules and other attachments thereto) are hereby ratified,

confirmed and approved;

RESOLVED FURTHER, that the

Note shall be duly and validly issued upon the issuance and delivery thereof in accordance with the Purchase Agreement;

RESOLVED FURTHER, that OW

Cyber is authorized and directed to enter into the Guaranty;

RESOLVED FURTHER, that each

of the officers of Company (collectively, the “Authorized Officers” and each an “Authorized Officer”)

be, and each of them hereby is, authorized to execute and deliver in the name of and on behalf of Company, each of the Financing Documents

and any other related agreements (with such additions to, modifications to, or deletions from such documents as the Authorized Officer

approves, such approval to be conclusively evidenced by such execution and delivery), to conform Company’s minute books and other

records to the matters set forth in these resolutions, and to take all other actions on behalf of Company as any of them deem necessary,

required, or advisable with respect to the matters set forth in these resolutions;

RESOLVED FURTHER, that the

Board hereby determines that all acts and deeds previously performed by the Board and other Authorized Officers of Company relating to

the foregoing matters prior to the date of these resolutions are ratified, confirmed and approved in all respects as the authorized acts

and deeds of Company; and

RESOLVED FURTHER, that all

prior actions or resolutions of Company’s directors that are inconsistent with the foregoing are hereby amended, corrected and restated

to the extent required to be consistent herewith.

******************

EXHIBITS ATTACHED TO BOARD RESOLUTIONS:

Exhibit A PURCHASE

AGREEMENT

Exhibit B NOTE

Exhibit C SECURITY AGREEMENT

Exhibit D IP

SECURITY AGREEMENT

Exhibit E EGUARANTY

EX-10.7 — ARBITRATION PROVISIONS

EX-10.7

Filename: intrusion_ex1007.htm · Sequence: 8

Exhibit 10.7

Exhibit

ARBITRATION PROVISIONS

Dispute Resolution. For purposes of these arbitration provisions (the “Arbitration Provisions”), the term

“Claims” means any disputes, claims, demands, causes of action, requests for injunctive relief, requests for

specific performance, liabilities, damages, losses, or controversies whatsoever arising from, related to, or connected with the

transactions contemplated in the Transaction Documents and any communications between the parties related thereto, including without

limitation any claims of mutual mistake, mistake, fraud, misrepresentation, failure of formation, failure of consideration,

promissory estoppel, unconscionability, failure of condition precedent, rescission, and any statutory claims, tort claims, contract

claims, or claims to void, invalidate or terminate the Agreement (or these Arbitration Provisions) or any of the other Transaction

Documents. For the avoidance of doubt, Investor’s pursuit of an injunction or other Claim pursuant to these Arbitration

Provisions or with a court will not later prevent Investor under the doctrines of claim preclusion, issue preclusion, res judicata

or other similar legal doctrines from pursuing other Claims in a separate arbitration in the future. The parties to the Agreement

(the “parties”) hereby agree that the Claims may be arbitrated in one or more arbitrations pursuant to these

Arbitration Provisions (one for an injunction or injunctions and a separate one for all other Claims). The parties to the Agreement

hereby agree that these Arbitration Provisions are binding on each of them. As a result, any attempt to rescind the Agreement (or

these Arbitration Provisions) or any other Transaction Document) or declare the Agreement (or these Arbitration Provisions) or any

other Transaction Document invalid or unenforceable pursuant to Section 29 of the 1934 Act or for any other reason is subject to

these Arbitration Provisions. Any capitalized term not defined in these Arbitration Provisions shall have the meaning set forth in

the Agreement.

Arbitration. Except as otherwise provided herein, all Claims must be submitted to arbitration (“Arbitration”)

to be conducted exclusively in Salt Lake County, Utah and pursuant to the terms set forth in these Arbitration Provisions. Subject

to the arbitration appeal right provided for in Paragraph 5 below (the “Appeal Right”), the parties agree that

the award of the arbitrator rendered pursuant to Paragraph 4 below (the “Arbitration Award”) shall be (a) final

and binding upon the parties, (b) the sole and exclusive remedy between them regarding any Claims, counterclaims, issues, or

accountings presented or pleaded to the arbitrator, and (c) promptly payable in United States dollars free of any tax, deduction or

offset (with respect to monetary awards). Subject to the Appeal Right, any costs or fees, including without limitation reasonable

attorneys’ fees, incurred in connection with or incident to enforcing the Arbitration Award shall, to the maximum extent

permitted by law, be charged against the party resisting such enforcement. The Arbitration Award shall include default interest (as

defined or otherwise provided for in the Note, “Default Interest”) (with respect to monetary awards) at the rate

specified in the Note for Default Interest both before and after the Arbitration Award. Judgment upon the Arbitration Award will be

entered and enforced by any state or federal court sitting in Salt Lake County, Utah.

The Arbitration Act. The parties hereby incorporate herein the provisions and procedures set forth in the Utah Uniform

Arbitration Act, U.C.A. § 78B-11-101 et seq. (as amended or superseded from time to time, the “Arbitration

Act”). Notwithstanding the foregoing, pursuant to, and to the maximum extent permitted by, Section 105 of the Arbitration

Act, in the event of conflict or variation between the terms of these Arbitration Provisions and the provisions of the Arbitration

Act, the terms of these Arbitration Provisions shall control and the parties hereby waive or otherwise agree to vary the effect of

all requirements of the Arbitration Act that may conflict with or vary from these Arbitration Provisions.

Arbitration Proceedings. Arbitration between the parties will be subject to the following:

4.1

Initiation of Arbitration. Pursuant to Section 110 of the Arbitration Act, the parties agree that a party may initiate

Arbitration by giving written notice to the other party (“Arbitration Notice”) in the same manner that notice is

permitted under Section 9.9 of the Agreement (the “Notice Provision”); provided, however, that the

Arbitration Notice may not be given by email or fax. Arbitration will be deemed initiated as of the date that the Arbitration Notice

is deemed delivered to such other party under the Notice Provision (the “Service Date”). After the Service Date,

information may be delivered, and notices may be given, by email or fax pursuant to the Notice Provision or any other method

permitted thereunder. The Arbitration Notice must describe the nature of the controversy, the remedies sought, and the election to

commence Arbitration proceedings. All Claims in the Arbitration Notice must be pleaded consistent with the Utah Rules of Civil

Procedure.

4.2

Selection and Payment of Arbitrator.

(a) Within ten (10) calendar

days after the Service Date, Investor shall select and submit to Company the names of three (3) arbitrators that are designated as “neutrals”

or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com) (such three

(3) designated persons hereunder are referred to herein as the “Proposed Arbitrators”). For the avoidance of doubt,

each Proposed Arbitrator must be qualified as a “neutral” with Utah ADR Services. Within five (5) calendar days after Investor

has submitted to Company the names of the Proposed Arbitrators, Company must select, by written notice to Investor, one (1) of the Proposed

Arbitrators to act as the arbitrator for the parties under these Arbitration Provisions. If Company fails to select one of the Proposed

Arbitrators in writing within such 5-day period, then Investor may select the arbitrator from the Proposed Arbitrators by providing written

notice of such selection to Company.

(b) If Investor fails

to submit to Company the Proposed Arbitrators within ten (10) calendar days after the Service Date pursuant to subparagraph (a) above,

then Company may at any time prior to Investor so designating the Proposed Arbitrators, identify the names of three (3) arbitrators that

are designated as “neutrals” or qualified arbitrators by Utah ADR Service by written notice to Investor. Investor may then,

within five (5) calendar days after Company has submitted notice of its Proposed Arbitrators to Investor, select, by written notice to

Company, one (1) of the Proposed Arbitrators to act as the arbitrator for the parties under these Arbitration Provisions. If Investor

fails to select in writing and within such 5-day period one (1) of the three (3) Proposed Arbitrators selected by Company, then Company

may select the arbitrator from its three (3) previously selected Proposed Arbitrators by providing written notice of such selection to

Investor.

chosen to serve as arbitrator declines or is otherwise unable to serve as arbitrator, then the party that selected such Proposed Arbitrator

may select one (1) of the other three (3) Proposed Arbitrators within three (3) calendar days of the date the chosen Proposed Arbitrator

declines or notifies the parties he or she is unable to serve as arbitrator. If all three (3) Proposed Arbitrators decline or are otherwise

unable to serve as arbitrator, then the arbitrator selection process shall begin again in accordance with this Paragraph 4.2.

(d) The date that the

Proposed Arbitrator selected pursuant to this Paragraph 4.2 agrees in writing (including via email) delivered to both parties to serve

as the arbitrator hereunder is referred to herein as the “Arbitration Commencement Date”. If an arbitrator resigns

or is unable to act during the Arbitration, a replacement arbitrator shall be chosen in accordance with this Paragraph 4.2 to continue

the Arbitration. If Utah ADR Services ceases to exist or to provide a list of neutrals and there is no successor thereto, then the arbitrator

shall be selected under the then prevailing rules of the American Arbitration Association.

(e) Subject to Paragraph

4.10 below, the cost of the arbitrator must be paid equally by both parties. Subject to Paragraph 4.10 below, if one party refuses or

fails to pay its portion of the arbitrator fee, then the other party can advance such unpaid amount (subject to the accrual of Default

Interest thereupon), with such amount being added to or subtracted from, as applicable, the Arbitration Award.

4.3

Applicability of Certain Utah Rules. The parties agree that the Arbitration shall be conducted generally in accordance with the

Utah Rules of Civil Procedure and the Utah Rules of Evidence. More specifically, the Utah Rules of Civil Procedure shall apply,

without limitation, to the filing of any pleadings, motions or memoranda, the conducting of discovery, and the taking of any

depositions. The Utah Rules of Evidence shall apply to any hearings, whether telephonic or in person, held by the arbitrator.

Notwithstanding the foregoing, it is the parties’ intent that the incorporation of such rules will in no event supersede these

Arbitration Provisions. In the event of any conflict between the Utah Rules of Civil Procedure or the Utah Rules of Evidence and

these Arbitration Provisions, these Arbitration Provisions shall control.

4.4

Answer and Default. An answer and any counterclaims to the Arbitration Notice shall be required to be delivered to the party

initiating the Arbitration within twenty (20) calendar days after the Arbitration Commencement Date. If an answer is not delivered

by the required deadline, the arbitrator must provide written notice to the defaulting party stating that the arbitrator will enter

a default award against such party if such party does not file an answer within five (5) calendar days of receipt of such notice. If

an answer is not filed within the five (5) day extension period, the arbitrator must render a default award, consistent with the

relief requested in the Arbitration Notice, against a party that fails to submit an answer within such time period.

4.5

Related Litigation. The party that delivers the Arbitration Notice to the other party shall have the option to also commence

concurrent legal proceedings with any state or federal court sitting in Salt Lake County, Utah (“Litigation

Proceedings”), subject to the following: (a) the complaint in the Litigation Proceedings is to be substantially similar to

the claims set forth in the Arbitration Notice, provided that an additional cause of action to compel arbitration will also be

included therein, (b) so long as the other party files an answer to the complaint in the Litigation Proceedings and an answer to the

Arbitration Notice, the Litigation Proceedings will be stayed pending an Arbitration Award (or Appeal Panel Award (defined below),

as applicable) hereunder, (c) if the other party fails to file an answer in the Litigation Proceedings or an answer in the

Arbitration proceedings, then the party initiating Arbitration shall be entitled to a default judgment consistent with the relief

requested, to be entered in the Litigation Proceedings, and (d) any legal or procedural issue arising under the Arbitration Act that

requires a decision of a court of competent jurisdiction may be determined in the Litigation Proceedings. Any award of the

arbitrator (or of the Appeal Panel (defined below)) may be entered in such Litigation Proceedings pursuant to the Arbitration Act.

In the event either party successfully petitions a court to compel arbitration, the losing party in such action shall be required to

pay the prevailing party’s reasonable attorneys’ fees and costs incurred in connection with such action.

4.6

Discovery. Pursuant to Section 118(8) of the Arbitration Act, the parties agree that discovery shall be conducted as

follows:

(a) Written discovery

will only be allowed if the likely benefits of the proposed written discovery outweigh the burden or expense thereof, and the written

discovery sought is likely to reveal information that will satisfy a specific element of a claim or defense already pleaded in the Arbitration.

The party seeking written discovery shall always have the burden of showing that all of the standards and limitations set forth in these

Arbitration Provisions are satisfied. The scope of discovery in the Arbitration proceedings shall also be limited as follows:

(i)

To facts directly connected with the transactions contemplated by the Agreement.

(ii)

To facts and information that cannot be obtained from another source or in another manner that is more convenient, less burdensome

or less expensive than in the manner requested.

(b) No party shall be

allowed (i) more than fifteen (15) interrogatories (including discrete subparts), (ii) more than fifteen (15) requests for admission (including

discrete subparts), (iii) more than ten (10) document requests (including discrete subparts), or (iv) more than three (3) depositions

(excluding expert depositions) for a maximum of seven (7) hours per deposition. The costs associated with depositions will be borne by

the party taking the deposition. The party defending the deposition will submit a notice to the party taking the deposition of the estimated

reasonable attorneys’ fees that such party expects to incur in connection with defending the deposition. If the party defending

the deposition fails to submit an estimate of reasonable attorneys’ fees within five (5) calendar days of its receipt of a deposition

notice, then such party shall be deemed to have waived its right to the estimated reasonable attorneys’ fees. The party taking the

deposition must pay the party defending the deposition the estimated reasonable attorneys’ fees prior to taking the deposition,

unless such obligation is deemed to be waived as set forth in the immediately preceding sentence. If the party taking the deposition believes

that the estimated reasonable attorneys’ fees are unreasonable, such party may submit the issue to the arbitrator for a decision.

All depositions will be taken in Utah.

(including document production requests included in deposition notices) must be submitted in writing to the arbitrator and the other party.

The party submitting the written discovery requests must include with such discovery requests a detailed explanation of how the proposed

discovery requests satisfy the requirements of these Arbitration Provisions and the Utah Rules of Civil Procedure. The receiving party

will then be allowed, within five (5) calendar days of receiving the proposed discovery requests, to submit to the arbitrator an estimate

of the reasonable attorneys’ fees and costs associated with responding to such written discovery requests and a written challenge

to each applicable discovery request. After receipt of an estimate of reasonable attorneys’ fees and costs and/or challenge(s) to

one or more discovery requests, consistent with subparagraph (c) above, the arbitrator will within three (3) calendar days make a finding

as to the likely reasonable attorneys’ fees and costs associated with responding to the discovery requests and issue an order that

(i) requires the requesting party to prepay the reasonable attorneys’ fees and costs associated with responding to the discovery

requests, and (ii) requires the responding party to respond to the discovery requests as limited by the arbitrator within twenty-five

(25) calendar days of the arbitrator’s finding with respect to such discovery requests. If a party entitled to submit an estimate

of reasonable attorneys’ fees and costs and/or a challenge to discovery requests fails to do so within such 5-day period, the arbitrator

will make a finding that (A) there are no reasonable attorneys’ fees or costs associated with responding to such discovery requests,

and (B) the responding party must respond to such discovery requests (as may be limited by the arbitrator) within twenty-five (25) calendar

days of the arbitrator’s finding with respect to such discovery requests. Any party submitting any written discovery requests, including

without limitation interrogatories, requests for production subpoenas to a party or a third party, or requests for admissions, must prepay

the estimated reasonable attorneys’ fees and costs, before the responding party has any obligation to produce or respond to the

same, unless such obligation is deemed waived as set forth above.

(d) In order to allow

a written discovery request, the arbitrator must find that the discovery request satisfies the standards set forth in these Arbitration

Provisions and the Utah Rules of Civil Procedure. The arbitrator must strictly enforce these standards. If a discovery request does not

satisfy any of the standards set forth in these Arbitration Provisions or the Utah Rules of Civil Procedure, the arbitrator may modify

such discovery request to satisfy the applicable standards, or strike such discovery request in whole or in part.

(e) Each party may submit

expert reports (and rebuttals thereto), provided that such reports must be submitted within sixty (60) days of the Arbitration Commencement

Date. Each party will be allowed a maximum of two (2) experts. Expert reports must contain the following: (i) a complete statement of

all opinions the expert will offer at trial and the basis and reasons for them; (ii) the expert’s name and qualifications, including

a list of all the expert’s publications within the preceding ten (10) years, and a list of any other cases in which the expert has

testified at trial or in a deposition or prepared a report within the preceding ten (10) years; and (iii) the compensation to be paid

for the expert’s report and testimony. The parties are entitled to depose any other party’s expert witness one (1) time for

no more than four (4) hours. An expert may not testify in a party’s case-in-chief concerning any matter not fairly disclosed in

the expert report.

4.7

Dispositive Motions. Each party shall have the right to submit dispositive motions pursuant Rule 12 or Rule 56 of the Utah Rules

of Civil Procedure (a “Dispositive Motion”). The party submitting the Dispositive Motion may, but is not required

to, deliver to the arbitrator and to the other party a memorandum in support (the “Memorandum in Support”) of the

Dispositive Motion. Within seven (7) calendar days of delivery of the Memorandum in Support, the other party shall deliver to the

arbitrator and to the other party a memorandum in opposition to the Memorandum in Support (the “Memorandum in

Opposition”). Within seven (7) calendar days of delivery of the Memorandum in Opposition, as applicable, the party that

submitted the Memorandum in Support shall deliver to the arbitrator and to the other party a reply memorandum to the Memorandum in

Opposition (“Reply Memorandum”). If the applicable party shall fail to deliver the Memorandum in Opposition as

required above, or if the other party fails to deliver the Reply Memorandum as required above, then the applicable party shall lose

its right to so deliver the same, and the Dispositive Motion shall proceed regardless.

4.8

Confidentiality. All information disclosed by either party (or such party’s agents) during the Arbitration process

(including without limitation information disclosed during the discovery process or any Appeal (defined below)) shall be considered

confidential in nature. Each party agrees not to disclose any confidential information received from the other party (or its agents)

during the Arbitration process (including without limitation during the discovery process or any Appeal) unless (a) prior to or

after the time of disclosure such information becomes public knowledge or part of the public domain, not as a result of any inaction

or action of the receiving party or its agents, (b) such information is required by a court order, subpoena or similar legal duress

to be disclosed if such receiving party has notified the other party thereof in writing and given it a reasonable opportunity to

obtain a protective order from a court of competent jurisdiction prior to disclosure, or (c) such information is disclosed to the

receiving party’s agents, representatives and legal counsel on a need to know basis who each agree in writing not to disclose

such information to any third party. Pursuant to Section 118(5) of the Arbitration Act, the arbitrator is hereby authorized and

directed to issue a protective order to prevent the disclosure of privileged information and confidential information upon the

written request of either party.

4.9

Authorization; Timing; Scheduling Order. Subject to all other sections of these Arbitration Provisions, the parties hereby

authorize and direct the arbitrator to take such actions and make such rulings as may be necessary to carry out the parties’

intent for the Arbitration proceedings to be efficient and expeditious. Pursuant to Section 120 of the Arbitration Act, the parties

hereby agree that an Arbitration Award must be made within one hundred twenty (120) calendar days after the Arbitration Commencement

Date. The arbitrator is hereby authorized and directed to hold a scheduling conference within ten (10) calendar days after the

Arbitration Commencement Date in order to establish a scheduling order with various binding deadlines for discovery, expert

testimony, and the submission of documents by the parties to enable the arbitrator to render a decision prior to the end of such

120-day period.

4.10

Relief. The arbitrator shall have the right to award or include in the Arbitration Award (or in a preliminary ruling) any relief

which the arbitrator deems proper under the circumstances, including, without limitation, specific performance and injunctive

relief, provided that the arbitrator may not award exemplary or punitive damages.

4.11

Fees and Costs. As part of the Arbitration Award, the arbitrator is hereby directed to require the losing party (the party being

awarded the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any

statutory fines, penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of

the Arbitration, and (b) reimburse the prevailing party for all reasonable attorneys’ fees, arbitrator costs and fees,

deposition costs, other discovery costs, and other expenses, costs or fees paid or otherwise incurred by the prevailing party in

connection with the Arbitration.

4.12

Motion to Vacate. Following the entry of the Arbitration Award, if either party desires to file a Motion to Vacate the

Arbitration Award with a court in Salt Lake County, Utah, it must do so within the earlier of: (a) thirty (30) days of entry of the

Arbitration Award; and (b) in response to the prevailing party’s Motion to Confirm the Arbitration Award.

Arbitration Appeal.

5.1

Initiation of Appeal. Following the entry of the Arbitration Award, either party (the “Appellant”) shall have

a period of thirty (30) calendar days in which to notify the other party (the “Appellee”), in writing, that the

Appellant elects to appeal (the “Appeal”) the Arbitration Award (such notice, an “Appeal

Notice”) to a panel of arbitrators as provided in Paragraph 5.2 below. The date the Appellant delivers an Appeal Notice to

the Appellee is referred to herein as the “Appeal Date”. The Appeal Notice must be delivered to the Appellee in

accordance with the provisions of Paragraph 4.1 above with respect to delivery of an Arbitration Notice. In addition, together with

delivery of the Appeal Notice to the Appellee, the Appellant must also pay for (and provide proof of such payment to the Appellee

together with delivery of the Appeal Notice) a bond in the amount of 110% of the sum the Appellant owes to the Appellee as a result

of the Arbitration Award the Appellant is appealing. In the event an Appellant delivers an Appeal Notice to the Appellee (together

with proof of payment of the applicable bond) in compliance with the provisions of this Paragraph 5.1, the Appeal will occur as a

matter of right and, except as specifically set forth herein, will not be further conditioned. In the event a party does not deliver

an Appeal Notice (along with proof of payment of the applicable bond) to the other party within the deadline prescribed in this

Paragraph 5.1, such party shall lose its right to appeal the Arbitration Award. The Arbitration Award will be considered final until

the Appeal Notice has been properly delivered and the applicable appeal bond has been posted (along with proof of payment of the

applicable bond). The parties acknowledge and agree that any Appeal shall be deemed part of the parties’ agreement to

arbitrate for purposes of these Arbitration Provisions and the Arbitration Act.

5.2

Selection and Payment of Appeal Panel. In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof

of payment of the applicable bond) in compliance with the provisions of Paragraph 5.1 above, the Appeal will be heard by a three (3)

person arbitration panel (the “Appeal Panel”).

(a) Within ten (10)

calendar days after the Appeal Date, the Appellee shall select and submit to the Appellant the names of five (5) arbitrators that are

designated as “neutrals” or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com)

(such five (5) designated persons hereunder are referred to herein as the “Proposed Appeal Arbitrators”). For the avoidance

of doubt, each Proposed Appeal Arbitrator must be qualified as a “neutral” with Utah ADR Services, and shall not be the arbitrator

who rendered the Arbitration Award being appealed (the “Original Arbitrator”). Within five (5) calendar days after

the Appellee has submitted to the Appellant the names of the Proposed Appeal Arbitrators, the Appellant must select, by written notice

to the Appellee, three (3) of the Proposed Appeal Arbitrators to act as the members of the Appeal Panel. If the Appellant fails to select

three (3) of the Proposed Appeal Arbitrators in writing within such 5-day period, then the Appellee may select such three (3) arbitrators

from the Proposed Appeal Arbitrators by providing written notice of such selection to the Appellant.

(b) If the Appellee

fails to submit to the Appellant the names of the Proposed Appeal Arbitrators within ten (10) calendar days after the Appeal Date pursuant

to subparagraph (a) above, then the Appellant may at any time prior to the Appellee so designating the Proposed Appeal Arbitrators, identify

the names of five (5) arbitrators that are designated as “neutrals” or qualified arbitrators by Utah ADR Service (none of

whom may be the Original Arbitrator) by written notice to the Appellee. The Appellee may then, within five (5) calendar days after the

Appellant has submitted notice of its selected arbitrators to the Appellee, select, by written notice to the Appellant, three (3) of such

selected arbitrators to serve on the Appeal Panel. If the Appellee fails to select in writing within such 5-day period three (3) of the

arbitrators selected by the Appellant to serve as the members of the Appeal Panel, then the Appellant may select the three (3) members

of the Appeal Panel from the Appellant’s list of five (5) arbitrators by providing written notice of such selection to the Appellee.

Proposed Appeal Arbitrator declines or is otherwise unable to serve, then the party that selected such Proposed Appeal Arbitrator may

select one (1) of the other five (5) designated Proposed Appeal Arbitrators within three (3) calendar days of the date a chosen Proposed

Appeal Arbitrator declines or notifies the parties he or she is unable to serve as an arbitrator. If at least three (3) of the five (5)

designated Proposed Appeal Arbitrators decline or are otherwise unable to serve, then the Proposed Appeal Arbitrator selection process

shall begin again in accordance with this Paragraph 5.2; provided, however, that any Proposed Appeal Arbitrators who have already

agreed to serve shall remain on the Appeal Panel.

(d) The date that

all three (3) Proposed Appeal Arbitrators selected pursuant to this Paragraph 5.2 agree in writing (including via email) delivered to

both the Appellant and the Appellee to serve as members of the Appeal Panel hereunder is referred to herein as the “Appeal Commencement

Date”. No later than five (5) calendar days after the Appeal Commencement Date, the Appellee shall designate in writing (including

via email) to the Appellant and the Appeal Panel the name of one (1) of the three (3) members of the Appeal Panel to serve as the lead

arbitrator in the Appeal proceedings. Each member of the Appeal Panel shall be deemed an arbitrator for purposes of these Arbitration

Provisions and the Arbitration Act, provided that, in conducting the Appeal, the Appeal Panel may only act or make determinations upon

the approval or vote of no less than the majority vote of its members, as announced or communicated by the lead arbitrator on the Appeal

Panel. If an arbitrator on the Appeal Panel ceases or is unable to act during the Appeal proceedings,

a replacement arbitrator shall be chosen in accordance with Paragraph 5.2 above to continue the Appeal as a member of the Appeal Panel.

If Utah ADR Services ceases to exist or to provide a list of neutrals, then the arbitrators for the Appeal Panel shall be selected

under the then prevailing rules of the American Arbitration Association.

(e) Subject to Paragraph

5.7 below, the cost of the Appeal Panel must be paid entirely by the Appellant.

5.3

Appeal Procedure. The Appeal will be deemed an appeal of the entire Arbitration Award. In conducting the Appeal, the Appeal

Panel shall conduct a de novo review of all Claims described or otherwise set forth in the Arbitration Notice. Subject to the

foregoing and all other provisions of this Paragraph 5, the Appeal Panel shall conduct the Appeal in a manner the Appeal Panel

considers appropriate for a fair and expeditious disposition of the Appeal, may hold one or more hearings and permit oral argument,

and may review all previous evidence and discovery, together with all briefs, pleadings and other documents filed with the Original

Arbitrator (as well as any documents filed with the Appeal Panel pursuant to Paragraph 5.4(a) below). Notwithstanding the foregoing,

in connection with the Appeal, the Appeal Panel shall not permit the parties to conduct any additional discovery or raise any new

Claims to be arbitrated, shall not permit new witnesses or affidavits, and shall not base any of its findings or determinations on

the Original Arbitrator’s findings or the Arbitration Award.

5.4

Timing.

(a)

Within seven (7) calendar days of the Appeal Commencement Date, the Appellant (i) shall deliver or cause to be delivered to the

Appeal Panel copies of the Appeal Notice, all discovery conducted in connection with the Arbitration, and all briefs, pleadings and

other documents filed with the Original Arbitrator (which material Appellee shall have the right to review and supplement if

necessary), and (ii) may, but is not required to, deliver to the Appeal Panel and to the Appellee a Memorandum in Support of the

Appellant’s arguments concerning or position with respect to all Claims, counterclaims, issues, or accountings presented or

pleaded in the Arbitration. Within seven (7) calendar days of the Appellant’s delivery of the Memorandum in Support, as

applicable, the Appellee shall deliver to the Appeal Panel and to the Appellant a Memorandum in Opposition to the Memorandum in

Support. Within seven (7) calendar days of the Appellee’s delivery of the Memorandum in Opposition, as applicable, the

Appellant shall deliver to the Appeal Panel and to the Appellee a Reply Memorandum to the Memorandum in Opposition. If the Appellant

shall fail to substantially comply with the requirements of clause (i) of this subparagraph (a), the Appellant shall lose its right

to appeal the Arbitration Award, and the Arbitration Award shall be final. If the Appellee shall fail to deliver the Memorandum in

Opposition as required above, or if the Appellant shall fail to deliver the Reply Memorandum as required above, then the Appellee or

the Appellant, as the case may be, shall lose its right to so deliver the same, and the Appeal shall proceed regardless.

(b) Subject

to subparagraph (a) above, the parties hereby agree that the Appeal must be heard by the Appeal Panel within thirty (30) calendar days

of the Appeal Commencement Date, and that the Appeal Panel must render its decision within thirty (30) calendar days after the Appeal

is heard (and in no event later than sixty (60) calendar days after the Appeal Commencement Date).

5.5

Appeal Panel Award. The Appeal Panel shall issue its decision (the “Appeal Panel Award”) through the lead

arbitrator on the Appeal Panel. Notwithstanding any other provision contained herein, the Appeal Panel Award shall (a) supersede in

its entirety and make of no further force or effect the Arbitration Award (provided that any protective orders issued by the

Original Arbitrator shall remain in full force and effect), (b) be final and binding upon the parties, with no further rights of

appeal, (c) be the sole and exclusive remedy between the parties regarding any Claims, counterclaims, issues, or accountings

presented or pleaded in the Arbitration, and (d) be promptly payable in United States dollars free of any tax, deduction or offset

(with respect to monetary awards). Any costs or fees, including without limitation reasonable attorneys’ fees, incurred in

connection with or incident to enforcing the Appeal Panel Award shall, to the maximum extent permitted by law, be charged against

the party resisting such enforcement. The Appeal Panel Award shall include Default Interest (with respect to monetary awards) at the

rate specified in the Note for Default Interest both before and after the Arbitration Award. Judgment upon the Appeal Panel Award

will be entered and enforced by a state or federal court sitting in Salt Lake County, Utah.

5.6

Relief. The Appeal Panel shall have the right to award or include in the Appeal Panel Award any relief which the Appeal Panel

deems proper under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the

Appeal Panel may not award exemplary or punitive damages.

5.7

Fees and Costs. As part of the Appeal Panel Award, the Appeal Panel is hereby directed to require the losing party (the party

being awarded the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to

any statutory fines, penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees

of the Arbitration and the Appeal Panel, and (b) reimburse the prevailing party (the party being awarded the most amount of money by

the Appeal Panel, which, for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees, or

other charges awarded to any party) the reasonable attorneys’ fees, arbitrator and Appeal Panel costs and fees, deposition

costs, other discovery costs, and other expenses, costs or fees paid or otherwise incurred by the prevailing party in connection

with the Arbitration (including without limitation in connection with the Appeal).

6. Miscellaneous.

6.1

Severability. If any part of these Arbitration Provisions is found to violate or be illegal under applicable law, then such

provision shall be modified to the minimum extent necessary to make such provision enforceable under applicable law, and the

remainder of the Arbitration Provisions shall remain unaffected and in full force and effect.

6.2

Governing Law. These Arbitration Provisions shall be governed by the laws of the State of Utah without regard to the conflict of

laws principles therein.

6.3

Interpretation. The headings of these Arbitration Provisions are for convenience of reference only and shall not form part of,

or affect the interpretation of, these Arbitration Provisions.

6.4

Waiver. No waiver of any provision of these Arbitration Provisions shall be effective unless it is in the form of a writing

signed by the party granting the waiver.

6.5

Time is of the Essence. Time is expressly made of the essence with respect to each and every provision of these Arbitration

Provisions.

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