HANOVER-STC ACQUISITION CORP. SPONSORS? WARRANTS SECURITIES PURCHASE AGREEMENT

EXHIBIT 10.9

HANOVER-STC ACQUISITION CORP.

SPONSORS’ WARRANTS SECURITIES PURCHASE AGREEMENT

        THIS SPONSORS’ WARRANTS SECURITIES PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “ Agreement “), dated as of March 23, 2007, is entered into by and among Hanover-STC Acquisition Corp, a Delaware corporation (the “ Company “) and the purchasers listed in Schedule A hereto (each a “ Purchaser “ and collectively, the “ Purchasers “).

        WHEREAS, the Company intends to file a registration statement on Form S-1 with the Securities and Exchange Commission (the “ Registration Statement ”) in connection with the proposed initial public offering of the Company’s units (the “ Initial Public Offering ”), each unit consisting of one share of the Company’s common stock, par value $0.0001 per share (a “ Share “), and one warrant to purchase one Share at an exercise price of $6.00 per Share;

        WHEREAS, concurrently with the sale of units in the Initial Public Offering, the Company desires to issue and sell and the Purchasers desire to purchase, in the respective amounts set forth opposite each Purchaser’s name on Schedule A hereto and upon the terms and conditions set forth in this Agreement, an aggregate of 3,250,000 warrants (the “ Sponsors’ Warrants ”), each Sponsors’ Warrant entitling the holder to purchase one Share at an exercise price of $6.00 per Share.

        WHEREAS, pursuant to the terms of the Warrant Agreement to be entered into by the Company and [_____], as Warrant Agent, on or prior to the effective date of the Registration Statement substantially in the form attached as Exhibit A hereto (the “ Warrant Agreement ”), upon issuance, the Sponsors’ Warrants will be deposited with [_____], as escrow agent (the “ Escrow Agent ”) under the Escrow Agreement to be entered into by the Initial Stockholders (as defined therein) and the Company on or prior to the effective date of the Registration Statement, substantially in the form attached as Exhibit B hereto (the “ Escrow Agreement ”) until the Transfer Restriction Termination Date.

        NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:

AGREEMENT

Section 1. Authorization, Purchase and Sale; Terms of the Sponsors’ Warrants.

        A. Authorization of the Sponsors’ Warrants. The Company has duly authorized the issuance and sale to the Purchasers of the Sponsors’ Warrants.

        B. Purchase and Sale of the Sponsors’ Warrants. Immediately prior to the effective date of the Registration Statement, or on such earlier date as may be established from time to time by mutual agreement of the parties (in each case, the “ Closing Date ”), the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, the respective number of Sponsors’ Warrants set forth opposite each Purchaser’s name on Schedule A hereto. The purchase price for each Sponsors’ Warrant shall be $1.00 per warrant, for an aggregate purchase price of $3,250,000 (the “ Purchase Price ”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Closing Date, upon the payment by the Purchasers of the Purchase Price by wire transfer of immediately available funds to the Company, the Company shall deliver certificates evidencing the Sponsors’ Warrants to be purchased by the Purchasers hereunder, registered in the Purchasers’ respective names to the Escrow Agent for deposit pursuant to the Escrow Agreement.

        C. Terms of the Sponsors’ Warrants.

        (i) Each Sponsors’ Warrant shall have the terms set forth in the Warrant Agreement.

        (ii) Transfer Restrictions: In addition to the restrictions on transfer set forth in Section 9 hereof, each of the Purchasers acknowledges that the Sponsors’ Warrants and the Shares issuable upon exercise of the Sponsors’ Warrants are subject to the restrictions on transfer and exercise set forth in the Warrant Agreement and will be deposited with the Escrow Agent pursuant to the Escrow Agreement until the Transfer Restriction Termination Date.

        (iii) Registration Rights: In connection with the closing of the Initial Public Offering, the Company and the Purchasers shall enter into an agreement (the “ Registration Rights Agreement ”) granting the Purchasers registration rights with respect to Sponsors’ Warrants and the Shares underlying the Sponsors’ Warrants.

Section 2. Representations and Warranties of the Company.

        As a material inducement to the Purchasers to enter into this Agreement and purchase the Sponsors’ Warrants, the Company hereby represents and warrants to the Purchasers (which representations and warranties shall survive the Closing Date) that:

        A. Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

        B. Authorization; No Breach.

        (i) The execution, delivery and performance of this Agreement, the Warrant Agreement and the Sponsors’ Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. The Warrant Agreement, and upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Sponsors’ Warrants, constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms as of the Closing Date.

        (ii) The execution and delivery by the Company of this Agreement, the Warrant Agreement and the Sponsors’ Warrants, the sale and issuance of the Sponsors’ Warrants, the issuance of the Shares of common stock upon exercise of the Sponsors’ Warrants and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Certificate of Incorporation of the Company or the bylaws of the Company, or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.

        C. Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares issuable upon exercise of the Sponsors’ Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchasers will have good title to the Sponsors’ Warrants and the Shares issuable upon exercise of such Sponsors’ Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under

federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the applicable Purchaser.

        D. Governmental Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the Warrant Agreement, or the consummation by the Company of any other transactions contemplated hereby.

Section 3. Representations and Warranties of the Purchasers.

        As a material inducement to the Company to enter into this Agreement and issue and sell the Sponsors’ Warrants to the Purchasers, the Purchasers, severally and not jointly, hereby represent and warrant to the Company (which representations and warranties shall survive the Closing Date) that:

        A. Capacity and State Law Compliance. The Purchaser has the legal capacity to execute and perform the obligations imposed on the Purchaser hereunder. The Purchaser has engaged in the transactions contemplated by this Agreement within a state in which the offer and sale of the Sponsors’ Warrants is permitted under applicable securities laws. The Purchaser understands and acknowledges that the purchase of Shares upon the exercise of the Sponsors’ Warrants will require the availability of an exemption from registration under federal and/or state securities laws and that any sale of such Shares shall require registration or the availability of an exemption from registration under federal and/or state securities laws.

        B. Authorization; No Breach.

        (i) This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).

        (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the respective terms hereof by the Purchaser does not and shall not as of the Closing Date conflict with or result in a breach of the terms, conditions or provisions of the organizational documents of the Purchaser or any other agreement, instrument, order, judgment or decree to which the Purchaser is subject.

        C. Investment Representations.

        (i) The Purchaser is acquiring the Sponsors’ Warrants and, upon exercise of the Sponsors’ Warrants, the Shares issuable upon such exercise (collectively, the “ Securities “) for its own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.