4,000,000 Units1 SAND HILL IT SECURITY ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 7th, 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 • July 7th, 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 • July 7th, 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”).
