NUMBER

               

              U-__________

               

            	 	
            	
              UNITS

               

            
	
              SEE
                REVERSE FOR CERTAIN DEFINITIONS

               

            	
              RAND
                ACQUISITION CORP. II

               

            	 


    

     

    CUSIP
      ________

    


    UNITS
      CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT EACH TO PURCHASE ONE
      SHARE OF COMMON STOCK

    


    THIS
      CERTIFIES THAT
      _____________________________________________________________________
is
      the
      owner of
      _________________________________________________________________________________
      Units.

    


    Each
      Unit
      (“Unit”) consists of one (1) share of common stock, par value $.0001 per share
      (“Common Stock”), of Rand Acquisition Corp. II, a Delaware corporation (the
“Company”), and one warrant (the “Warrant(s)”). Each Warrant entitles the holder
      to purchase one (1) share of Common Stock for $5.00 per share (subject to
      adjustment). Each Warrant will become exercisable 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, and will expire
      unless exercised before 5:00 p.m., New York City Time, on ____________, 2010,
      or
      earlier upon redemption (the “Expiration Date”). The Common Stock and Warrants
      comprising the Units represented by this certificate are not transferable
      separately prior to __________, 2006, subject to earlier separation in the
      discretion of EarlyBirdCapital, Inc. The terms of the Warrants are governed
      by a
      Warrant Agreement, dated as of _______, 2006, between the Company and
      Continental Stock Transfer & Trust Company, as Warrant Agent, and are
      subject to the terms and provisions contained therein, all of which terms and
      provisions the holder of this certificate consents to by acceptance hereof.
      Copies of the Warrant Agreement are on file at the office of the Warrant Agent
      at 17 Battery Place, New York, New York 10004, and are available to any Warrant
      holder on written request and without cost. 

     

    This
      certificate is not valid unless countersigned by the Transfer Agent and
      Registrar of the Company.

     

    Witness
      the facsimile seal of the Company and the facsimile signatures of its duly
      authorized officers.

     

    
      By

    

    

      
        	
                __________________________________________

              	
                 

              	____________________________________________
	
                Chairman
                  of the Board

              	Secretary


      

    

    
       

    

    
      
        
        

      

      
        
        

        
          

        

      

       

    


    Rand
      Acquisition Corp. II

     

    The
      Company will furnish without charge to each stockholder who so requests, a
      statement of the powers, designations, preferences and relative, participating,
      optional or other special rights of each class of stock or series thereof of
      the
      Company and the qualifications, limitations, or restrictions of such preferences
      and/or rights. 

     

    The
      following abbreviations, when used in the inscription on the face of this
      certificate, shall be construed as though they were written out in full
      according to applicable laws or regulations:

     

    
      	TEN COM –	as tenants in common	UNIF GIFT MIN ACT - _____
              Custodian ______
	TEN ENT –	as tenants by the entireties	 	
              (Cust)      
(Minor)

            
	JT TEN – 	as joint tenants with right of
              survivorship	 	under Uniform Gifts to Minors
	 	and not as tenants in
              common	 	
              Act ______________

              
                (State)

              

            


    

    


    Additional
      Abbreviations may also be used though not in the above list.

     

    For
      value received, ___________________________ hereby sell, assign and transfer
      unto

     

    
      	
              PLEASE
                INSERT SOCIAL SECURITY OR OTHER

              IDENTIFYING
                NUMBER OF ASSIGNEE

            


    

    
      	
               

               

            


    

    
      


    

    _________________________________________________________________________________________________________________________

    (PLEASE
      PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
      ASSIGNEE)

    _________________________________________________________________________________________________________________________


    _________________________________________________________________________________________________________________________

    ___________________________________________________________________________________________________
       Units
      represented
      by the within Certificate, and do hereby irrevocably constitute and
      appoint

    


    __________________________________________________________________________________________________________________
       Attorney to
      transfer the said Units on the books of the within named Company will full
      power
      of substitution in the premises.

    


    Dated
      ___________________

     

     

    
      	
            	   
              	      
	 	Notice:	The
              signature to this assignment must correspond with the name as written
              upon
              the face of the certificate in every particular, without alteration
              or
              enlargement or any change whatever.


    

     

    Signature(s)
      Guaranteed:

    


    
      
        

      

    

    THE
      SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
      INSTITUTION

    (BANKS,
      STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH

    MEMBERSHIP
      IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,

    PURSUANT
      TO S.E.C. RULE 17Ad-15).