REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 6th, 2006 • Rand Acquisition Corp. II • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of ________, 2006, by and among Rand Acquisition Corp. II, a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • November 6th, 2006 • Rand Acquisition Corp. II • New York
Agreement made as of __________, 2006 between Rand Acquisition Corp. II, a Delaware corporation, with offices at 461 Fifth Avenue, 25th Floor, New York, New York 10017 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
UNDERWRITING AGREEMENT between RAND ACQUISITION CORP. II and EARLYBIRDCAPITAL, INC.Underwriting Agreement • November 6th, 2006 • Rand Acquisition Corp. II • New York
The undersigned, Rand Acquisition Corp. II, a Delaware corporation (“Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (being referred to herein variously as “you,” “EBC” or the “Representative”) and with the other underwriters named on Schedule I hereto for which EBC is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Rand Acquisition Corp. II • November 6th, 2006 • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY RAND ACQUISITION CORP. II (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”)(AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) OR _____________, 2007. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ___________, 2011.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 6th, 2006 • Rand Acquisition Corp. II • New York
This Agreement is made as of _____________, 2006 by and between Rand Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
SELECTED DEALERS AGREEMENTSelected Dealers Agreement • November 6th, 2006 • Rand Acquisition Corp. II • New York
RAND ACQUISITION CORP. IIRand Acquisition Corp. II • November 6th, 2006
is the registered holder of a Warrant or Warrants expiring ________, 2010 (the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per share (“Shares”), of Rand Acquisition Corp. II, a Delaware corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) the Company’s completion of a merger, capital stock exchange, asset acquisition or other similar business combination and (ii) ______________, 2007, such number of Shares of the Company at the price of $5.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, Continental Stock Transfer & Trust Company, but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and Continental Stock Transfer & Trust Company. The Company shall not be obligated to del
RAND ACQUISITION CORP. IIRand Acquisition Corp. II • November 6th, 2006
STOCK ESCROW AGREEMENTStock Escrow Agreement • November 6th, 2006 • Rand Acquisition Corp. II • New York
STOCK ESCROW AGREEMENT, dated as of _____________, 2006 (“Agreement”), by and among RAND ACQUISITION CORP. II, a Delaware corporation (“Company”), LAURENCE S. LEVY, EDWARD LEVY and ISAAC KIER (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
Subscription AgreementSubscription Agreement • November 6th, 2006 • Rand Acquisition Corp. II
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.
