EXHIBIT 10.11
SAND HILL IT SECURITY ACQUISITION CORP.
April 23, 2004
Sand Hill Security LLC
0000 Xxxx Xxxx Xxxx
Xxxxxxxx 0, Xxxxx 000
Xxxxx Xxxx, Xxxxxxxxxx 00000
Gentlemen:
This letter will confirm our agreement that, commencing on the effective
date ("Effective Date") of the registration statement for the initial public
offering ("IPO") of the securities of Sand Hill IT Security Acquisition Corp.
(the "Company") and continuing (i) until the consummation by the Company of a
"Business Combination" (as described in the Company's IPO prospectus), (ii) 18
months from commencement of the IPO if the Company does not effect a Business
Combination, or (iii) 24 months from the consummation of the IPO if a letter of
intent, agreement in principle or definitive agreement has been executed within
18 months of commencement of the IPO and the Company has not effected a Business
Combination, Sand Hill Security LLC shall make available to the Company certain
office and secretarial services as may be required by the Company from time to
time, situated at 0000 Xxxx Xxxx Xxxx, Xxxxxxxx 0, Xxxxx 000, Xxxxx Xxxx,
Xxxxxxxxxx 00000. In exchange therefore, the Company shall pay Sand Hill
Security LLC the sum of $7,500 per month on the Effective Date and continuing
monthly thereafter.
Very truly yours,
SAND HILL IT SECURITY
ACQUISITION CORP.
By: /s/ Xxxxxxxx X. Polanen
-----------------------------
Name: Xxxxxxxx X. Polanen
Title: Chairman of the Board
AGREED TO AND ACCEPTED BY:
SAND HILL SECURITY LLC
By: /s/ Xxxxxxxx X. Polanen
-----------------------------
Name: Xxxxxxxx X. Polanen
Title: Manager
