Specimen Common Stock Certificate




 EXHIBIT 4.2 
  

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS. SEE REVERSE SIDE. 
  

			
	 NUMBER
 000
	 	 SHARES
 0


  
 Organized Under
the Laws of the State of Delaware 
 SAND HILL IT SECURITY ACQUISITION CORP. 
  
 Common Stock 
  

			
	Authorized Shares 50,000,000	 	                        Cusip 799719 10 9

  
 This Certifies that
                            Specimen          
                   is the registered holder of
                            Zero and
no/100                             Shares of the fully paid and nonassessable shares
of the par value of $.01 each of the Common Stock of 
  
 Sand Hill IT Security Acquisition Corp. 
  
 transferable only on the books of the Corporation in person or by duly authorized attorney upon 
 surrender of
this certificate properly endorsed. 
 This certificate is not valid unless countersigned by the 
 Transfer Agent and registered by the Registrar. 
 Witness the seal of the Corporation and the 
 facsimile signatures of its duly

 authorized officers. 
  

					
	
	 	 	 	

	Chief Executive Officer	 	 	 	Secretary
	 	 	 Seal
 2004
 Delaware
	 	 

  








 The following abbreviations, when used in the inscription on the face of this certificate, shall be
construed as though they were written out in full according to applicable laws or regulations: 
  

									
	 TEN COM – as tenants in common
 TEN ENT – as tenants by the entirities
 JT TEN – as joint tenants with right of survivorship under
 and not as tenants in common
	  	UNIF GIFT MIN ACT -	 	  

	 	 Custodian
	 	  


	  	 	 	(Cust)	 	 	 	(Minor)
	  	 	 	 	 	Uniform Gifts to Minors Act	 	 
	 	  	 	 	 	 	  

	 	 
	 	  	 	 	 	 	 (State)
	 	 

  
 Additional
Abbreviations may also be used though not in the above list. 
  
 Sand Hill IT Security Acquisition Corp. 
  
 The
Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation and the
qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Certificate of Incorporation and all amendments
thereto and resolutions of the Board of Directors providing for the issue of shares of Preferred Stock (copies of which may be obtained from the secretary of the Corporation), to all of which the holder of this certificate by acceptance hereof
assents. 
  
 For value received,
                                 hereby sell, assign and transfer unto 

 

	
	 PLEASE INSERT SOCIAL SECURITY OR OTHER

	 IDENTIFYING NUMBER OF ASSIGNEE

	  


	  



  

	
	  


	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
	  


	  


	 shares



 of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
                                        
                                        
                     Attorney 








 to transfer the said stock on the books of the within named Corporation will full power of substitution in the premises.

  
 Dated
                                 
  

	
	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change
whatever.


  
 Signature(s) Guaranteed:

  
  

	
	
 THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).


  
 The holder of this certificate shall
be entitled to receive funds from the trust fund pursuant to the Investment Management Trust Agreement between the Company and American Stock Transfer & Trust Company only in the event of the Company’s liquidation or if the holder seeks to
convert his respective shares into cash upon a business combination which he voted against and which is actually completed by the Company. In no other circumstances shall the holder have any right or interest of any kind in or to the trust fund. A
copy of the Investment Management Trust Agreement will be made available by the Company upon request by the holder of this certificate.