EXHIBIT 1.1 UNDERWRITING AGREEMENTUnderwriting Agreement • June 30th, 2004 • Rand Acquisition CORP • New York
WARRANT AGREEMENT Agreement made as of __________ ___, 2004 between Rand Acquisition Corporation, a Delaware corporation, with offices at 450 Park Avenue, 10th Floor, New York, New York 10022 ("Company"), and Continental Stock Transfer & Trust...Warrant Agreement • June 30th, 2004 • Rand Acquisition CORP • New York
INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of ___________, 2004 by and between Rand Acquisition Corporation (the "Company") and Continental Stock Transfer & Trust Company ("Trustee"). WHEREAS, the Company's Registration Statement...Investment Management Trust Agreement • June 30th, 2004 • Rand Acquisition CORP
STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of ____________, 2004 ("Agreement"), by and among RAND ACQUISITION CORPORATION, a Delaware corporation ("Company"), LAURENCE S. LEVY, ISAAC KIER, JANE LEVY, NATALIE LYNN LEVY IRREVOCABLE TRUST,...Stock Escrow Agreement • June 30th, 2004 • Rand Acquisition CORP • New York
Dealers' Selling Concession: Not to exceed $0.__ per Unit payable upon termination of this Agreement, except as provided below. We reserve the right not to pay such concession on any of the Units purchased by any of the Selected Dealers from us and...Selected Dealers Agreement • June 30th, 2004 • Rand Acquisition CORP • New York
June 21, 2004 EarlyBirdCapital, Inc. 600 Third Avenue 33rd Floor New York, New York 10016 Re: Rand Acquisition Corporation ---------------------------- Gentlemen: This letter will confirm the agreement of the undersigned to purchase warrants...Rand Acquisition CORP • June 30th, 2004
This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Rand Acquisition Corporation ("Company") included in the units ("Units") being sold in the Company's initial public offering ("IPO") upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and two Warrants. The shares of Common Stock and Warrants will not be separately tradeable until 90 days after the effective date of the Company's IPO unless EarlyBirdCapital, Inc. ("EBC") informs the Company of its decision to allow earlier separate trading.
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the ____ day of ______, 2004, by and among: Rand Acquisition Corporation, a Delaware corporation (the "Company"); and the undersigned parties...Registration Rights Agreement • June 30th, 2004 • Rand Acquisition CORP • New York
227,500 UNITS OFRand Acquisition CORP • June 30th, 2004 • New York
ProChannel Management LLC 450 Park Avenue, 10th Floor New York, New York 10022 Gentlemen: This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial public offering...Rand Acquisition CORP • June 30th, 2004
This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial public offering ("IPO") of the securities of Rand Acquisition Corporation ("RAC") and continuing until the consummation by RAC of a "Business Combination" (as described in RAC's IPO prospectus), ProChannel Management LLC shall make available to RAC certain office and secretarial services as may be required by RAC from time to time, situated at 450 Park Avenue, 10th Floor, New York, New York 10022. In exchange therefore, RAC shall pay ProChannel Management LLC the sum of $7,500 per month on the Effective Date and continuing monthly thereafter.
