EXHIBIT 1.1 3,600,000 Units (1) SAND HILL IT SECURITY ACQUISITION CORP. UNDERWRITING AGREEMENT July 27, 2004 Newbridge Securities Corporation I-Bankers Securities Incorporated As Representatives of the several Underwriters named in Schedule I hereto...Underwriting Agreement • March 31st, 2005 • Sand Hill It Security Acquisition Corp • Blank checks • New York
April 23, 2004 Sand Hill Security LLC 3000 Sand Hill Road Building 1, Suite 240 Menlo Park, California 94025 Gentlemen: This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for...Acquisition Agreement • March 31st, 2005 • Sand Hill It Security Acquisition Corp • Blank checks
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 3000 Sand Hill Road, Building 1, Suite 240, Menlo Park, California 94025. In exchange therefore, the Company shall pay
EXHIBIT 10.10 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the 30 day of July, 2004, by and among: Sand Hill IT Security Acquisition Corp., a Delaware corporation (the "Company"); and the...Registration Rights Agreement • March 31st, 2005 • Sand Hill It Security Acquisition Corp • Blank checks • New York
EXHIBIT 10.8 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of July 30, 2004 by and between Sand Hill IT Security Acquisition Corp. (the "Company") and American Stock Transfer & Trust Company ("Trustee"). WHEREAS, the Company's...Investment Management Trust Agreement • March 31st, 2005 • Sand Hill It Security Acquisition Corp • Blank checks • New York
EXHIBIT 4.5 WARRANT AGREEMENT Agreement made as of July 27, 2004 between Sand Hill IT Security Acquisition Corp., a Delaware corporation, with offices at 3000 Sand Hill Road, Building 1, Suite 240, Menlo Park, California 94025 ("Company"), and...Warrant Agreement • March 31st, 2005 • Sand Hill It Security Acquisition Corp • Blank checks • New York
EXHIBIT 10.9 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of July 27, 2004 ("Agreement"), by and among SAND HILL IT SECURITY ACQUISITION CORP., a Delaware corporation ("Company"), HUMPHREY P. POLANEN, SAND HILL SECURITY, LLC, KEITH WALZ,...Stock Escrow Agreement • March 31st, 2005 • Sand Hill It Security Acquisition Corp • Blank checks • New York
OFUnit Purchase Option Agreement • March 31st, 2005 • Sand Hill It Security Acquisition Corp • Blank checks • New York
