Browse EX-10 agreements

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”).

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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:

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

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**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

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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

A.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”).

B.The Note was issued pursuant to the terms of a Note Purchase Agreement of even date herewith between Company and Investor (the “Purchase Agreement”).

C.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.

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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.

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Exhibit 10.1

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Execution Version

SETTLEMENT, TERMINATION AND RELEASE AGREEMENT

This Settlement, Termination and Release Agreement (this “Agreement”), effective as of August 25, 2026 (the “Effective Date”), is entered into by and between Allegro Merger Corp., a Delaware corporation (“Allegro”), the undersigned Allegro Stockholders (each, an “Allegro Stockholder” and collectively, the “Allegro Stockholders”), SeeQC, Inc., a Delaware corporation (the “Company”), and SEEQC Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”). Allegro, the Allegro Stockholders, the Company and Merger Sub are sometimes referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined herein have the meanings set forth in the Merger Agreement (as defined below).

RECITALS

WHEREAS, on August 11, 2025, Allegro and the Company entered into that certain Nondisclosure Agreement (the “NDA”);

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CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

Exhibit 10.10

COMMERCIAL/INDUSTRIAL BUILDING LEASE

THIS COMMERCIAL/INDUSTRIAL BUILDING LEASE and the First Addendum to Lease (the “Addendum”) attached hereto (together with the Addendum, this “Lease”), made this 12th day of July, 2023 (the “Effective Date”), by AMAERO ADVANCED MATERIALS & MANUFACTURING, INC., a Delaware corporation (“Lessee”), and SPRING BRANCH, LLC, a Tennessee limited liability company, (“Lessor”).

1.

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AMAERO INC.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Amaero Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).

RECITALS

A.

Indemnitee’s service to the Company substantially benefits the Company.

B.

Individuals are reluctant to serve as directors or officers of corporations or in certain other capacities unless they are provided with adequate protection through insurance or indemnification against the risks of claims and actions against them arising out of such service.

C.

Indemnitee does not regard the protection currently provided by applicable law, the Company’s governing documents and any insurance as adequate under the present circumstances, and Indemnitee may not be willing to serve as a director or officer without additional protection.

D.

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Amaero Advanced Materials & Manufacturing, Inc.

130 Innovation Drive, McDonald, TN 37353

August 21, 2023

Eric Bono

Dear Eric:

This offer letter (the “Amended Offer Letter”) confirms the terms of your employment with Amaero Advanced Materials & Manufacturing, Inc. (the “Company”), as its President and Chief Technology Officer and amends, restates and supersedes in its entirety that certain offer letter dated August 9, 2023 (the “Prior Offer Letter”) effective as of the date you execute this Amended Offer Letter. If you decide to join us, you will receive an annual salary of $500,000, less applicable withholdings, which will be paid semi-monthly in accordance with the Company’s normal payroll procedures.

At the invitation of the Board of Directors of Amaero International Limited (the “Board”), and subject to your receipt of a director identification number, you will be eligible to serve as a member of the Board.

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AMAERO INC.

EXECUTIVE INCENTIVE COMPENSATION PLAN

1.

Purposes of the Plan. The Plan is intended to increase stockholder value and the success of the Company by motivating Employees to (a) perform to the best of their abilities and (b) achieve the Company’s objectives.

2.

Definitions.

2.1.

“Actual Award” means as to any Performance Period, the actual award (if any) payable to a Participant for the Performance Period, subject to the authority of the Administrator (as defined in Section 3) under Section 4.4.

2.2.

“Administrator” has the meaning ascribed to it under Section 3.1.

2.3.

“Affiliate” means any corporation or other entity (including, but not limited to, partnerships and joint ventures) that, from time to time and at the time of any determination, directly or indirectly, is in control of or is controlled by the Company.

2.4.

“ASX” means ASX Limited ABN 98 008 624 691, or the securities market which it operates, as the context requires.

2.5.

“ASX Listing Rules” means the official listing rules, market rules and operating rules of the ASX.

2.6.

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AMAERO INC.

2026 EQUITY INCENTIVE PLAN

1.

Purposes of the Plan. The purposes of the Plan are:

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to attract and retain the best available personnel for positions of substantial responsibility,

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to provide additional incentive to Employees, Directors and Consultants, and

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to promote the success of the Company’s business.

The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Performance Awards.

2.

Definitions. As used herein, the following definitions will apply:

2.1

“Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.

2.2

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Amaero Inc.

Non-Employee Director Compensation Policy

This Non-Employee Director Compensation Policy (the “Policy”) sets forth the compensation to be provided to each non-employee director of the Company (each, an “Eligible Director”), unless such Eligible Director declines or waives in advance the receipt of such cash or equity compensation by written notice to the Company. This Policy supersedes any existing Company policy regarding cash compensation and grants of equity awards to its Non-Employee Directors. Each Non-Employee Director will be solely responsible for any tax obligations incurred by such Non-Employee Director as a result of any compensation such Non-Employee Director receives under this Policy.

CASH COMPENSATION

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Annual Retainer. An annual cash retainer of $115,000 for each Eligible Director serving on the Board.

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Additional Annual Retainers – Committee Chair. An additional annual cash retainer for serving as a chair of specified committees of the Board:

o

The chair of the Audit Committee of the Board shall receive an additional $25,000 annually; and

o

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