EXHIBIT 10.10

Form of

Rule 10b5-1 Stock Purchase Plan

This Rule 10b5-1 Stock Purchase Plan (this “Purchase Plan”), is entered into on ______, 2007 by and between Citigroup Global Markets Inc. (“Citi” or “Broker”), Kanders Acquisition Company, Inc., a Delaware corporation (the “Company”) and Kanders & Company, Inc., a Delaware corporation (“Sponsor”).

WHEREAS, Sponsor desires to establish a plan that qualifies for the affirmative defense and safe harbor provided by Rule 10b5-1 (“Rule 10b5-1”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to purchase shares of common stock, par value $0.0001 per share (the “Shares”), of the Company, as described in the Company’s Registration Statement on Form S-1 relating to the initial public offering of the Company.

WHEREAS, Sponsor desires to engage Citi as its exclusive agent to purchase Shares on its behalf in accordance with this Purchase Plan; and

WHEREAS, Sponsor has established or, prior to effecting transactions under this Purchase Plan will establish, an account (the “Account”) with Citi by executing an account agreement and all other necessary ancillary documents with Citi.

NOW, THEREFORE, Citi, the Company and Sponsor hereby agree as follows:

1. Engagement of Broker

During the term of this Purchase Plan, Citi shall act as Sponsor’s exclusive agent to purchase Shares pursuant to this Purchase Plan. Subject to the terms and conditions set forth herein, Citi hereby accepts such appointment and engagement.

2. Trading Instructions

(a) Citi is authorized to begin purchasing Shares as agent for Sponsor pursuant to this Purchase Plan on the later of (i) 10 Business Days (as defined below) after the Company files a Current Report on Form 8-K (the “Signing 8-K”) with the Securities and Exchange Commission announcing its execution of a definitive agreement for a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (the “Business Combination”) with one or more operating businesses (the “Target”), and (ii) 60 calendar days after termination of the “restricted period” in connection with the Company’s initial public offering under Regulation M (the “Commencement Date”). Citi shall cease purchasing Shares on the Termination Date (as defined below). The period beginning on the Commencement Date and
ending on the Termination Date is referred to herein as the “Plan Period”. For the avoidance of doubt, Citi shall not begin purchasing Shares as agent for Sponsor until it receives written notification from the Company and Sponsor of the Commencement Date in accordance with Section 5(a) herein. All notices hereunder shall be given to Citi in writing by facsimile at (646) 862-9799 and (212) 723-8019, Attention: Jill Eisenstein, and confirmed by telephone at (212) 723-7838.

 

 








(b) In accordance with Citi’s customary procedures, Citi will deposit Shares purchased hereunder into the Account against payment to Citi of the purchase price and commissions and other fees in respect thereof.

(c) Citi will notify Sponsor and the Company via email of all transactions executed under this Purchase Plan pursuant to customary trade confirmations, which shall be provided no later than 72 hours after execution of each transaction as follows:  if to Sponsor, to Warren B. Kanders at ________________; and if to the Company to Philip A. Baratelli at ______________ and, in each case, with a copy to Robert L. Lawrence at __________________.

(d) (i) On each day on which the American Stock Exchange (the “Exchange”) is open for trading (each, a “Business Day”), Citi shall use commercially reasonable efforts to purchase, as agent and for the account of Sponsor in compliance with Rule 10b-18, the lesser of (x) the maximum number of Shares Sponsor is permitted to purchase under Rule 10b-18 on such Business Day and (y) the number of Shares to be purchased pursuant to the Share Repurchase Guidelines set forth on Appendix A hereto, provided, however, that to the extent such purchases would not constitute “10b-18 purchases” as defined under Rule 10b-18 solely as a result of Rule 10b-18(13)(iv), Citi may upon the advice of counsel to Citi, disregard any restriction contained in 10b-18(13)(iv)(B) in determining the number of shares that may be purchased pursuant to clause (x) above.

(ii) Sponsor shall pay to Broker a commission of $.03 per Share so purchased.

(e) Citi will make, keep and produce promptly upon request a daily time-sequenced schedule of all Share purchases made under this Purchase Plan, on a transaction-by-transaction basis, including (i) size, time of execution and price of purchase; and (ii) the exchange, quotation system, or other facility through which the Share purchase occurred, which obligations are set forth under the heading “Daily Time-Sequenced Schedule Obligations” on Appendix A hereto.

(f) Sponsor agrees that this Purchase Plan constitutes an irrevocable limit order to purchase Shares pursuant to the terms of this Purchase Plan, including the Share Repurchase Guidelines set forth on Appendix A hereto.

3. Broker’s Discretion to Deviate from Trading Instructions

(a) Subject to the Share Repurchase Guidelines and other terms and conditions set forth in this Purchase Plan, Citi shall have full discretion with respect to the execution of all purchases, and Sponsor acknowledges and agrees that Sponsor does not have, and shall not attempt to exercise, any influence over how, when or whether to effect such purchases of Shares pursuant to this Purchase Plan.

(b) Notwithstanding any provision herein to the contrary, including the provisions of Section 2(d), in the event that, on any Business Day, in the opinion of Citi’s counsel, effecting purchases hereunder would result in a violation of applicable law (collectively, “Restrictions”), Citi may refrain from purchasing Shares or purchase fewer than the otherwise applicable number of Shares to be purchased set forth in the Share Repurchase Guidelines, as determined by Citi, in its discretion with regard to such Restrictions.

 

 

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4. Termination Date

This Purchase Plan shall terminate upon the Termination Date. “Termination Date” means the earliest of:

(a) the Business Day immediately preceding the record date for the meeting of stockholders at which the Company’s Business Combination announced in the Signing 8-K is to be voted upon by the Company’s stockholders;

(b) the end of the Business Day on which the aggregate purchase price for all Shares purchased under this Purchase Plan equals $25,000,000; provided that, for avoidance of doubt, in no event shall the aggregate purchase price for all Shares purchased under this Purchase Plan exceed $25,000,000);

(c) the date that Citi receives notice that Sponsor has filed a petition for bankruptcy or reorganization, or a petition for bankruptcy has been filed against Sponsor and has not been dismissed within sixty (60) calendar days of its filing;

(d) the date that Sponsor or any other person publicly announces a tender or exchange offer with respect to the Shares or a merger, acquisition, reorganization, recapitalization or other similar business combination or transaction as a result of the consummation of which the Shares would be exchanged or converted into cash, securities or other property, other than the announcement of Company’s Business Combination pursuant to the Signing 8-K; and

(e) the date following the date on which the Company publicly announces that it does not intend to proceed with the Business Combination that was the subject of the Signing 8-K; and

(f) such time as Citi determines, in its sole discretion, that it is prohibited for any reason from engaging in purchasing activity as Sponsor’s agent under this Purchase Plan.

If Citi determines that any event specified in Paragraphs (b), (c), (d), (e) or (f) of this Section 4 has occurred, Citi shall promptly notify Sponsor that this Purchase Plan has terminated pursuant to the terms of this Section 4 and the date of such termination.

5. Representations, Warranties and Covenants

(a) From the date hereof until the Termination Date, each of Company and Sponsor agrees not to discuss with Citi the Company’s business, operations or prospects or any other information likely to be related to the value of the Shares or likely to influence a decision to sell Shares. Notwithstanding the preceding sentence, with the approval of counsel to Citi, Sponsor and the Company may communicate with Citi personnel who are not responsible for, and have no ability to influence, the execution of this Purchase Plan and who are not identified on Appendix B to this Purchase Plan. Notwithstanding the first sentence in this paragraph, the Company and Sponsor shall jointly provide Broker with written notification of (i) the Commencement Date, whether the shareholders of the Target have voted on the Business Combination prior to the Commencement Date and the 8-K Per Share Amount
(as defined in 

 

 

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Appendix A) as soon as practicable after the Signing 8-K is filed by the Company with the Securities and Exchange Commission and (ii) the mailing of a proxy or other solicitation materials to shareholders of the Target with respect to a vote on the Business Combination or any fact promptly upon knowledge of the Company or the Sponsor that such fact alone or in combination with other facts would make purchases under this Purchase Plan unlawful pursuant to Regulation M or otherwise.

(b) Sponsor represents and warrants to Citi that this Purchase Plan and the transactions contemplated hereby have been duly authorized by Sponsor.

(c) The Sponsor agrees with Citi that it will not, and the Company agrees with Citi that neither it nor any “affiliated purchaser” as defined in Rule 10b-18 will, make any purchases of blocks as described in the proviso in Rule 10b-18(b)(4) during the four full calendar weeks immediately preceding the Commencement Date.

(d) The Sponsor represents and warrants to Citi that it is not aware of any material, nonpublic information concerning the Company or its securities (“Material, Nonpublic Information”) and is entering into this Purchase Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1.

(e) Citi represents and warrants to the Company and Sponsor that it has implemented reasonable policies and procedures, taking into consideration the nature of Citi’s business, to ensure that individuals making investment decisions will not violate the laws prohibiting trading on the basis of Material, Nonpublic Information. These policies and procedures include those that restrict any purchase or sale, or the causing of any purchase or sale, of any security as to which Citi has Material, Nonpublic Information, as well as those that prevent such individuals from becoming aware of or being in possession of Material, Nonpublic Information.

(f) From the date hereof until the Termination Date, Sponsor agrees not to enter into any hedging transaction with respect to any Shares.

(g) Each of the Company and Sponsor agrees that, during the period from the Commencement Date to the date falling that number of days following the Termination Date equal to the “restricted period” applicable to the Company, it will not engage in any “distribution” with respect to which the Shares are a “covered security” (as such terms are defined in Regulation M) or any other activity that would prohibit repurchase of Shares by Broker.

(h) Each of the Company and Sponsor represents and warrants that as of the time of  execution of this Purchase Plan, neither the Company nor Sponsor has entered into any similar plan or agreement with respect to Shares or any security or interest convertible into or exchangeable for Shares. Each of the Company and Sponsor agrees that without the prior written consent of Broker, neither the Company nor Sponsor shall, during the Plan Period, directly or indirectly (including, without limitation, by means of a cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or 

 

 

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limited partnership or a depository share), or any security convertible into or exchangeable for Shares.

(i) The Company agrees to inform Citi (i) of any purchases made during the Plan Period by an “affiliated purchaser” as defined in Rule 10b-18 promptly upon becoming aware of such purchases and (ii) if any “affiliated purchaser” intends to make any such purchases, promptly upon being informed of such intention.

6. Compliance with the Securities Laws. (a) It is the intent of the parties that this Purchase Plan comply with the requirements of Rule 10b5-1(c)(1)(i)(B), and the parties agree that this Purchase Plan shall be interpreted to comply with the requirements of Rule 10b5-1(c).

(b) Broker agrees to use commercially reasonable efforts to satisfy the conditions of Rule 10b-18(b) in effecting purchases of Shares pursuant to this Purchase Plan.

7. Indemnification

(a) The Sponsor agrees to indemnify and hold harmless Citi (and its directors, officers, employees and affiliates) from and against all claims, liabilities, losses, damages and expenses (including reasonable attorneys’ fees and costs) arising out of or attributable to (i) any material breach by the Company or Sponsor of this Purchase Plan (including the Company’s and Sponsor’s representations and warranties), and (ii) any violation by the Company or Sponsor of applicable laws or regulations with respect to the transactions contemplated by this Purchase Plan. This indemnification will survive the termination of this Purchase Plan. The Sponsor will have no indemnification obligations hereunder in the case of gross negligence or, willful misconduct of Citi or any other indemnified person, including a breach of Section 6(b) hereof (unless such breach arises out
of a breach by the Company or the Sponsor of its representations, warranties or obligations hereunder), as determined by a final, non-appealable judgment of a court of competent jurisdiction.

(b) Notwithstanding any other provision herein, no party hereto will be liable to the other for (i) special, indirect, punitive, exemplary, or consequential damages, or incidental losses or damages of any kind, including but not limited to lost profits, lost savings, loss of use of facility or equipment, regardless of whether arising from breach of contract, warranty, tort, strict liability or otherwise, and even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or for any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as
“acts of God”.

(c) The Company and Sponsor acknowledge and agree that Citi has not provided the Company or Sponsor with any tax, accounting or legal advice with respect to this Purchase Plan, including whether Sponsor would be entitled to any of the affirmative defenses under Rule 10b5-1 or entitled to the safe harbor of Rule 10b-18.

 

 

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8. General

(a) This Purchase Plan (including any Appendices, Annexes or Exhibits) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes any previous or contemporaneous agreements, understandings, proposals or promises with respect thereto, whether written or oral.

(b) This Purchase Plan will be governed by, and construed in accordance with, the laws of the State of New York, without regard to such State’s conflict of laws rules.

(c) This Purchase Plan and each party’s rights and obligations hereunder may not be assigned or delegated without the written permission of the other party and shall inure to the benefit of each party’s successors and permitted assigns, whether by merger, consolidation or otherwise.

(d) This Purchase Plan may be executed in two or more counterparts and by facsimile signature.

 

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IN WITNESS WHEREOF, the undersigned have signed this Purchase Plan as of the date first written above.

  


	
                         
 	
                         
 	
                         
 	
                         
 	
                        Citigroup Global Markets Inc.
 
	
                         
 	
                         
 	
                         
 	
                         
 	
       
 	
                         
 
	
                         
 	
                         
 	
                         
 	
                         
 	
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                        Kanders Acquisition Company, Inc.
 
	
                         
 	
                         
 	
                         
 	
                         
 	
       
 	
                         
 
	
                         
 	
                         
 	
                         
 	
                         
 	
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                        Kanders & Company, Inc.
 
	
                         
 	
                         
 	
                         
 	
                         
 	
       
 	
                         
 
	
                         
 	
                         
 	
                         
 	
                         
 	
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APPENDIX A

Share Repurchase Guidelines

 


	
                        Purchase Price Range
 	
                         
 	
                        Number of Shares to be Purchased
 
	
      $_________ [8-K Per Share Amount] or below
 	
       
 	
  Citi is to buy up to $25.0 million dollars of Shares (AMEX: KAA), subject to Rule 10b-18(b) and less the aggregate purchases of any Shares previously purchased.
 




Daily Time-Sequenced Schedule Obligations

 


	
                        Obligor
 	
                         
 	
                        Obligation
 
	
      Broker
 	
       
 	
      Citi is to make, keep and produce promptly upon request a daily time-sequenced schedule of all Share purchases made under this Purchase Plan, on a transaction-by-transaction basis, including: 
 
	
                         
 	
       
 	
                        ●         size, time of execution, price of purchase; and
 
	
                         
 	
                         
 	
  ●         the exchange, quotation system, or other facility through which the Share purchase occurred.
 




All Share amounts and limit prices listed herein shall be increased or decreased to reflect stock 

splits should they occur.

 

 

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APPENDIX B

 

 

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