Browse EX-10 agreements

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 Such Resolutions have not been amended, rescinded or modified since their adoption and remain in effect as of the date hereof.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.

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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.

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

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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”).

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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:

“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.

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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 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.

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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:

1.Purchase and Sale of Note.

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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”);

WHEREAS, pursuant to the terms set forth herein, Allegro and the Company desire to amend the NDA;

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**WHEREAS, **on January 16, 2026, Allegro, the Company and Merger Sub entered into that certain Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other things, Merger Sub was to merge with and into Allegro, with Allegro surviving as a wholly owned subsidiary of the Company (the “Transaction”);

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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 10.11

MASTER PURCHASING AGREEMENT

This Master Purchasing Agreement (“Agreement”) is made effective as of ____04/08______, 2026 (“Effective Date”), by and between AMAERO ADVANCED MATERIALS & MANUFACTURING, INC., a Delaware corporation (“Seller”) and CONTINUUM POWDERS CORPORATION, a Delaware corporation (“Customer”). In consideration of the mutual promises and covenants set forth in this Agreement, the parties agree as follows:

1.

Orders for Products

1.1

Products. Subject to the terms and conditions of this Agreement, Seller will sell to Customer, and Customer will purchase from Seller, the products listed in Exhibit A(“Products”). A revision will apply to all orders accepted after the effective date of the revision. Seller understands that Customer may resell certain Products to end customers (“End Customers”). Customer will be responsible for the marketing and sale of re-sold Products to End Customers; Seller will be responsible for shipping and delivery to Customer in accordance with this Agreement.

1.2

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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.

PREMISES: The Lessor, for and in consideration on of the rents, covenants, agreements, and stipulations hereinafter mentioned, reserved and contained, to be paid, kept and performed by the Lessee, has leased and rented, and by all these presents does lease and rent, unto the said Lessee and said Lessee hereby agrees to take upon the terms and conditions which hereinafter appear, the following described property as shown on Exhibit A(site plan) and as further described on Exhibit B(legal description), including all easements and right of ways of record within the property’s lease lines) together with an approximately 100,000 square foot building constructed on approximately 13.2+/- acres to wit: 130 Innovation Drive, Cleveland, Tennessee (the “Initial Premises”) and a high bay expansion to be constructed by Lessor of approximately 30,000 square feet (the “Expansion Premises”). The Initial Premises and Expansion Premises are referred

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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 10.9

FIRST AMENDMENT, CONSENT, WAIVER AND JOINDER TO CREDIT AGREEMENT

THIS FIRST AMENDMENT, CONSENT, WAIVER AND JOINDER TO CREDIT AGREEMENT, dated as of June 11, 2026 (this “Amendment”), is made by and among Amaero Advanced Materials & Manufacturing, Inc., a Delaware corporation (the “Borrower”), AMAERO INC., a Delaware corporation (“US HoldCo”), AMAERO LTD (ACN 633 541 634), an Australian limited company (“Amaero International”), AM AERO INC., a California corporation (“AM Aero”), AMAERO ENGINEERING PTY LIMITED (ACN 162 732 649), an Australian limited company (“Amaero Engineering”), AMAERO ALLOYS PTY LIMITED (ACN 644 922 636), an Australian limited company (“Amaero Alloys”, together with US HoldCo, Amaero International, AM Aero, Amaero Engineering, the “Guarantors” and each a “Guarantor”), and the EXPORT-IMPORT BANK OF THE UNITED STATES, an agency of the United States of America (“EXIM Bank”).

RECITALS

WHEREAS, the Borrower, the Guarantors (other than US HoldCo) and EXIM Bank are parties to that certain Credit Agreement, dated as of February 25, 2025 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”);

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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.

“Board” means the Board of Directors of the Company.

2.7.

“Bonus Pool” means the pool of funds available for distribution to Participants. Subject to the terms of the Plan, the Administrator establishes the Bonus Pool for each Performance Period.

2.8.

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Amaero Advanced Materials & Manufacturing, Inc.
130 Innovation Drive SW, McDonald, TN 37353

June 27, 2025

Brett Paduch

Dear Brett,

I am pleased to offer you a position with Amaero Advanced Materials & Manufacturing, Inc., (the "Company") as its Chief Financial Officer reporting to Hank Holland, Chairman and CEO. If you decide to join us, you will receive an annual salary of $325,000 less applicable withholdings, which will be paid semi-monthly in accordance with the Company's normal payroll procedures. Additionally, your salary base will increase to $350,000.00 on your first-year anniversary date.

You are entitled to 4 weeks Paid Time Off as per our company policy to begin accruing upon completion of your initial probationary period of 90 days.

If you join the Company, you will be required to work at our McDonald, TN facility, located at 130 Innovation Drive SW, McDonald, TN 37353.

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