Voting Agreement Regarding Approval of Stock Issuance – Intrusion Inc. and Series 2 Preferred Stock Purchasers
This agreement is between a shareholder of Intrusion Inc. and the purchasers of the company's Series 2 5% Convertible Preferred Stock and Warrants. The shareholder agrees to vote all shares they control in favor of approving the issuance of more than 19.999% of Intrusion Inc.'s outstanding common stock, as required by a Securities Purchase Agreement dated March 28, 2005, and in compliance with Nasdaq rules. This commitment is irrevocable and is a condition for entering into the purchase agreement.
Exhibit 4.6
TO: The Purchasers of Intrusion Inc., Series 2 5% Convertible Preferred Stock and Warrants
To Whom It May Concern:
This letter will confirm my agreement to vote all shares of Intrusion Inc., a Delaware corporation (“INTZ”) voting stock over which I have voting control in favor of any resolution presented to the shareholders of INTZ to approve the issuance, in the aggregate, of more than 19.999% of the number of shares of common stock of INTZ outstanding on the date of closing pursuant to that certain Securities Purchase Agreement, dated March 28, 2005, among INTZ and the purchasers signatory thereto (the “Purchase Agreement”) and the other agreements entered into in connection therewith or as otherwise may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity). This agreement is given in consideration of, and as a condition to enter into such Purchase Agreement and is not revocable by me.
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