SELECTED DEALERS AGREEMENTBroker Dealer Agreement |
|
|
You are currently viewing: This Broker Dealer Agreement involves
RAND ACQUISITION CORP. II | EARLYBIRDCAPITAL, INC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Broker Dealer Agreement by:
EARLYBIRDCAPITAL, INC.
275 MADISON AVENUE
SUITE 1203
NEW YORK, NEW YORK 10016
SELECTED DEALERS AGREEMENT
Dear Sirs:
1. Registration under the Securities Act of 1933, as amended (“Act”), of the 6,000,000 Units*of Rand Acquisition Corp. II (“Company”), as more fully described in the Preliminary Prospectus, dated _________, 2006, and in the final prospectus (“Prospectus”) which will be forwarded to you, will become effective in the near future. We, as the Underwriters, are offering certain of the Units for purchase by a selected group of dealers (“Selected Dealers”) on the terms and conditions stated herein.
|
Authorized Public Offering Price: |
|
$8.00 per Unit. |
|
|
|
|
|
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 repurchased by us at or below the price stated above prior to such termination. |
|
|
|
|
|
Reallowance: |
|
You may reallow not in excess of $0.__ per Unit as a selling concession to dealers who are members in good standing of the National Association of Securities Dealers, Inc. (“NASD”) or to foreign dealers who are not eligible for membership in the NASD and who have agreed (i) not to sell the Units within the United States of America, its territories or possessions or to persons who are citizens thereof or residents therein, and (ii) to abide by the applicable Conduct Rules of the NASD. |
* Plus the over-allotment option available to the Underwriters to purchase up to an additional 900,000 Units.
1
|
Delivery and Payment: |
|
Delivery of the Units shall be made on or about ______, 2006 or such later date as we may advise on not less than one day’s notice to you, at the office of EarlyBirdCapital, Inc., 275 Madison Avenue, Suite 1203, New York, New York 10016 or at such other place as we shall specify on not less than one day’s notice to you. Payment for the Units is to be made, against delivery, at the authorized public offering price stated above, or, if we shall so advise you, at the authorized public offering price less the dealers’ selling concession stated above, by wire transfer in Federal (same day) funds or by certified or official bank check in New York Clearing House Funds payable to the order of EarlyBirdCapital, Inc. |
|
|
|
|
|
Termination: |
|
This Agreement shall terminate at the close of business on the 45th day following the effective date of the Registration Statement (of which the enclosed Prospectus forms a part), unless extended at our discretion for a period or periods not to exceed in the aggregate 30 additional days. We may terminate this Agreement, whether or not extended, at any time without notice. |
2. Any of the Units purchased by you hereunder are to be offered by you to the public at the public offering price, except as herein otherwise provided and except that a reallowance from such public offering price not in excess of the amount set forth on the first page of this Agreement may be allowed as consideration for services rendered in distribution to dealers that (a) are actually engaged in the investment banking or securities business; (b) execute the written agreement prescribed by Rule 2740 of the NASD Conduct Rules; and (c) are either members in good standing of the NASD or foreign banks, dealers or institutions not eligible for membership in the NASD that represent to you that they will promptly reoffer such Units at the public offering price and will abide by the conditions with respect to foreign banks, dealers and institutions set forth in paragraph 9 below.
3. You, by becoming a member of the Selected Dealers, agree (a) upon effectiveness of the Registration Statement and your receipt of the Prospectus, to take up and pay for the number of Units allotted and confirmed to you, (b) not to use any of the Units to reduce or cover any short position you may have and (c) to make available a copy of the Prospectus to all persons who on your behalf will solicit orders for the Units prior to the making of such solicitations by such persons. You are not authorized to give any information or to make any representations other than those contained in the Prospectus or any supplements or amendments thereto.
4. We may be authorized to over-allot in arranging sales to Selected Dealers, to purchase and sell Units, and to stabilize or maintain the market price of the Units. You agree to advise us at any time and from time to time upon our request, prior to the termination of this Agreement, of the number of Units purchased by you remaining unsold by you, and you will, upon our request at any such time, sell to us, for our account or the account of one or more of the Underwriters, such amount of such unsold Units as we may designate, at the public offering price thereof less an amount to be determined by us not in excess of the concession to dealers. In the event that prior to the later of (i) the termination of this Agreement or (ii) the covering by us of any short position created by us in c
