Subscription Agreement
| As of August 17, 2006 |
To
the
Board of Directors of
Gentlemen:
The
undersigned hereby subscribes for and agrees to purchase ________ Warrants
(“Insider Warrants”) at $1.00 per Insider Warrant, of Rand Acquisition Corp. II
(the “Corporation”) for an aggregate purchase price of $_______ (“Purchase
Price”). The purchase and issuance of the Insider Warrants shall occur
simultaneously with the consummation of the Corporation’s initial public
offering of securities (“IPO”) which is being underwritten by EarlyBirdCapital,
Inc. (“EBC”). The Insider Warrants will be sold to the undersigned on a private
placement basis and not part of the IPO.
At
least
24 hours prior to the effective date of the registration statement filed in
connection with the IPO (“Registration Statement”), the undersigned shall
deliver the Purchase Price to Xxxxxxxx Xxxxxx to hold in a non-interest bearing
account until the Corporation consummates the IPO. Simultaneously with the
consummation of the IPO, Xxxxxxxx Xxxxxx (“GM”) shall deposit the Purchase
Price, without interest or deduction, into the trust fund (“Trust Fund”)
established by the Corporation for the benefit of the Corporation’s public
stockholders as described in the Corporation’s Registration Statement, pursuant
to the terms of an Investment Management Trust Agreement to be entered into
between the Corporation and Continental Stock Transfer & Trust Company. In
the event that the IPO is not consummated within 14 days of the date the
Purchase Price is delivered to GM, GM shall return the Purchase Price to the
undersigned, without interest or deduction.
The
undersigned represents and warrants that he has been advised that the Insider
Warrants have not been registered under the Securities Act; that he is acquiring
the Insider Warrants for his account for investment purposes only; that he
has
no present intention of selling or otherwise disposing of the Insider Warrants
in violation of the securities laws of the United States; that he is an
“accredited investor” as defined by Rule 501 of Regulation D promulgated under
the Securities Act of 1933, as amended (the “Securities Act”); and that he is
familiar with the proposed business, management, financial condition and affairs
of the Corporation.
Moreover,
the undersigned agrees that he shall not sell or transfer the Insider Warrants
or any underlying securities until after the Corporation consummates a merger,
capital stock exchange, asset acquisition or other similar business combination
with an operating business (as more fully described in the Registration
Statement) (“Business Combination”) and acknowledges that the certificates for
such Insider Warrants shall contain a legend indicating such restriction on
transferability.
The
Company hereby acknowledges and agrees that, in the event the Company calls
the
Warrants for redemption pursuant to that certain Warrant Agreement to be entered
into by the Company and Continental Stock Transfer & Trust Company in
connection with the Company’s IPO, the Company shall allow the undersigned to
exercise any Insider Warrants by surrendering such Warrants for that number
of
shares of Common Stock equal to the quotient obtained by dividing (x) the
product of the number of shares of Common Stock underlying the Warrant,
multiplied by the difference between the Warrant exercise price and the “Fair
Market Value” (defined below) by (y) the Fair Market Value. The “Fair Market
Value” shall mean the average reported last sale price of the Common Stock for
the 10 trading days ending on the third trading day prior to the date on which
the notice of redemption is sent to holders of Warrants.
The
terms
of this agreement and the restriction on transfers with respect to the Insider
Warrants may not be amended without the prior written consent of
EBC.
| Very truly yours, | ||
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| Agreed to: | |||
| Rand Acquisition Corp. II | |||
| By: | |||
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Name:
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Title:
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| Xxxxxxxx Xxxxxx | |||
| By: | |||
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Name:
Xxxxx Xxxx Xxxxxx
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Title:
Managing Partner
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EarlyBirdCapital,
Inc.
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| By: | |||
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Name:
Xxxxxx Xxxxxx
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Title:
Managing Director
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