Unassociated Document


    EXHIBIT
4.4

    


    GO
PUBLIC ACQUISITION CORPORATION II

    GIFT
SHARE ACCEPTANCE LETTER

    


    Go Public
Acquisition Corporation II

    2000
Banks Road

    Margate,
Florida 33063

    


    Gentlemen:

    


    __________,
a founder of Go Public Acquisition Corporation II (the “Company”), has advised
me in writing of its intent to transfer ____ shares of the Company’s common
stock to me as a gift. I understand that I will not be asked to transfer any
money, property or other consideration to the above-named person or to any other
person in connection with the transfer of gift shares. I also understand that I
must execute a copy of this Gift Share Acceptance Letter as a condition to the
transfer of the gift shares to me.

    


    
      	
               
      

            	
              1.

            	
              I
      have received and reviewed a copy of the Company’s prospectus dated
      _______, 2009. I understand that:

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      Company is a “blank check company,” as defined in Securities and Exchange
      Commission Rule 419, and the gift share distribution is subject to
      the requirements of Rule 419.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      founders of the Company will give a total of 3,500,000 shares of common
      stock to family members, personal friends and business acquaintances
      selected by them (the “Donees”).

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      gift shares are fully paid and nonassessable common stock of the Company
      and the execution of this Gift Share Acceptance Letter will not subject me
      to any liability to the founders, the Company, any other Donee or any
      target that subsequently enters into an acquisition with the
      Company.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Go
      Public will deposit all gift shares in escrow with Escrow, LLC. The shares
      deposited in the Rule 419 escrow will be registered in my name and
      held in trust for my benefit until the Company negotiates an acquisition
      and complies with the disclosure, reconfirmation and closing requirements
      of Rule 419.

            


    

    


    
      	
               
      

            	
              (e)

            	
              THE COMPANY’S SHARES ARE
      EXTREMELY SPECULATIVE AND ITS BUSINESS PLAN INVOLVES A VERY HIGH DEGREE OF
      RISK.

            


    

    


    
      	
               
      

            	
              2.

            	
              I
      understand that if the Company fails to negotiate an acquisition within 18
      months from the effective date of its registration statement, Go Public
      will unwind the gift share distribution. In such an event, I will have no
      ongoing interest in the Company.

            


    

    


    
      	
               
      

            	
              3.

            	
              I
      understand that if the Company negotiates an acquisition, I will be sent
      an updated prospectus that provides a detailed description of the proposed
      transaction and the other information required by Rule 419. The
      updated prospectus will be sent to me within 5 business days after the
      effective date of the post-effective amendment to the Company’s
      registration statement. I will then be given not less than 20 days nor
      more than 45 days to decide whether I want
to:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Approve
      the proposed transaction and remain a stockholder of the Company,
      or

            


    

    
      	
               
      

            	
              (b)

            	
              Reject
      the proposed transaction and instruct the escrow agent to return my gift
      shares to Go Public.

            


    

    


    
      	
               
      

            	
              4.

            	
              If
      I elect to remain a stockholder of the Company, I will execute a written
      reconfirmation and send the executed reconfirmation to the escrow agent
      within the reconfirmation period specified in the updated prospectus. If
      the escrow agent does not receive an executed reconfirmation from me
      within the time period specified in the updated prospectus, the escrow
      agent will return my gift shares to Go
Public.

            


    

    


    
      	
               
      

            	
              5.

            	
              Even
      if I elect to remain a stockholder of the Company, my decision will be
      subject to the reconfirmation threshold specified in the Company’s updated
      prospectus. I understand that if a sufficient number of other gift share
      donees do not also execute reconfirmations within the period specified in
      the updated prospectus, the escrow agent will return all gift shares to Go
      Public.

            


    

    


    
      	
               
      

            	
              6.

            	
              If
      I elect to remain a stockholder of the Company and the reconfirmation
      threshold specified in the Company’s updated prospectus is met, the escrow
      agent will mail a certificate for my shares to me within 5 business days
      after the escrow agent receives a notice from the Company that an
      acquisition has been completed and all other conditions to the release of
      my shares have been satisfied.

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              7.

            	
              I
      hereby confirm that I have not promised or agreed to transfer any money,
      property or other valuable consideration to Go Public or to any other
      person in connection with the transfer of gift shares. I further represent
      that (i) I am acquiring the gift shares solely for my personal account,
      (ii) I am acquiring the gift shares for investment, (iii) I am not
      acquiring the gift shares with a view to or for resale in connection with
      any subsequent distribution thereof, and (iv) I have no present plans to
      enter into any contract, undertaking, agreement or arrangement for such
      resale or distribution.

            


    

    


    
      	
               
      

            	
              8.

            	
              Subject
      to all of the foregoing, I hereby accept the above named founder’s gift of
      _____________ shares of the Company’s common stock. I have executed this
      Gift Share Acceptance Letter on the date set forth below and forwarded the
      executed Gift Share Acceptance Letter to the escrow
  agent.

            


    

    


    Executed
in the City of _______________, State of _______________ this ___ day of
___________, 2009.

    


    
      
        
          
            
              	 
      
	
                      (Signature
      of
Donee)

                    


            

          

        

      

    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    GENERAL
REGISTRATION INFORMATION

    


    Please
register my shares as follows


    


    
      
        
          
            
              
                
                  
                    
                      
                        	 
	
                                Name
      of Registered Owner)

                              
	 
	 
      
	
                                (Social
      Security or Federal Tax I.D. Number)

                              
	 
	 
      
	
                                (Street
      Address)

                              
	 
      
	 
      
	
                                (City,
      State, Zip Code)

                              
	 
      
	 
      
	
                                (Telephone,
      including area code)

                              
	 
      
	 
      
	
                                (e-mail
      address)

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    ADDITIONAL
REGISTRATION INFORMATION

    FOR
STOCK GIFTS TO MINOR CHILDREN

    


    o Please register the
gift shares under the Uniform Gifts to Minors Act as follows:

    


            _________________________________,
as custodian for ______________________________ under the
Uniform Gifts to Minors Act of the State of
____________________.


    
      
         


      

      
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