REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 23rd, 2004 • Sand Hill It Security Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2004, by and among: Sand Hill IT Security Acquisition Corp., a Delaware corporation (the “Company”); and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
4,000,000 Units1 SAND HILL IT SECURITY ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • June 23rd, 2004 • Sand Hill It Security Acquisition Corp • Blank checks • New York
Sand Hill IT Security Acquisition Corp., a Delaware corporation (the “Company”) proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”) for whom you are acting as Representatives (the “Representatives”), an aggregate of 4,000,000 Units (the “Firm Units”) of the Company, at a purchase price (net of discounts and commissions) of $5.58 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $5.58 per Firm Unit. The Firm Units are to be offered initially to the public (“Offering”) at the offering price of $6.00 per Firm Unit. Each Firm Unit consists of one share of the Company’s common stock, par value $0.01 per share (“Common Stock”), and two warrants (“Warrant(s)”). T
WARRANT AGREEMENTWarrant Agreement • June 23rd, 2004 • Sand Hill It Security Acquisition Corp • Blank checks • New York
Agreement made as of , 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 American Stock Transfer & Trust Company, a New York corporation, with offices at 59 Maiden Lane, New York, New York 10038 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 23rd, 2004 • Sand Hill It Security Acquisition Corp • Blank checks • New York
This Agreement is made as of , 2004 by and between Sand Hill IT Security Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company (“Trustee”).
This letter will confirm the agreement of the undersigned to purchase warrants (“Warrants”) of Sand Hill IT Security Acquisition Corp. (“Company”) included in the units (“Units”) being sold in the Company’s initial public offering (“IPO”) upon the...Warrant Purchase Agreement • June 23rd, 2004 • Sand Hill It Security Acquisition Corp • Blank checks
SAND HILL IT SECURITY ACQUISITION CORP.Service Agreement • June 23rd, 2004 • Sand Hill It Security Acquisition Corp • Blank checks
NEWBRIDGE SECURITIES CORP.Selected Dealers Agreement • June 23rd, 2004 • Sand Hill It Security Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENTStock Escrow Agreement • June 23rd, 2004 • Sand Hill It Security Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of , 2004 (“Agreement”), by and among SAND HILL IT SECURITY ACQUISITION CORP., a Delaware corporation (“Company”), HUMPHREY P. POLANEN, SAND HILL SECURITY, LLC, KEITH WALZ, SCOTT BROOMFIELD, CARY GROSSMAN, DANIEL JOHNSON, ALBERTO MICALIZZI (collectively “Initial Stockholders”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
