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”).

	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trade secrets, licenses (software or otherwise), information, know-how, inventions, discoveries, published and unpublished works of authorship, processes, any and all other proprietary rights, and all rights corresponding to all of the foregoing throughout the world, now owned and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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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.

As an employee, you are also eligible to receive certain employee benefits that are provided to similarly situated employees pursuant to the terms and conditions of the applicable Company benefit plan and as otherwise required by law, including Company matching of your 401(k) contributions pursuant to the Company-sponsored 401(k) plan. Notwithstanding any provision in this letter, the Company may modify job titles, wages, and benefits from time to time as it deems necessary.

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AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

This Amended and Restated Executive Employment Agreement (this “Agreement”) is entered into as of August 28, 2026 (the “Effective Date”) by and between Amaero Inc., a Delaware corporation (the “Company”), and Hank Holland (“Executive”) (collectively, the “Parties,” and each, a “Party”). This Agreement replaces in its entirety the Executive Employment Agreement by and between Executive and Company dated as of August 6, 2026.

R E C I T A L S

WHEREAS, the Company desires to continue to retain the services of Executive as the Company’s Chief Executive Officer and to have Executive serve as Chair of the Company’s Board of Directors (the “Board”), upon the terms and subject to the conditions set forth in this Agreement;

WHEREAS, Executive desires to continue to provide services to the Company pursuant to the terms and conditions set forth in this Agreement;

WHEREAS, Executive and the Company (or an affiliate of the Company) are parties to that certain offer letter dated August 24, 2023 (the “Prior Offer Letter”) and the executive employment agreement dated August 6, 2026 (the “Prior Employment Agreement”), and the Parties intend that, as of the Effective Date, this Agreement will supersede and replace the Prior Offer Letter and the Prior Employment Agreement in their entirety; and

WHEREAS, as a condition of the compensation and benefits provided under this Agreement, Executive is required to execute and comply with the Confidentiality Agreement and the Non-Competition Agreement (each as defined in Section 13 below).

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