STOCK
      ESCROW AGREEMENT

    


    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”).

    


    WHEREAS,
      the Company has entered into an Underwriting Agreement, dated __________, 2006
      (“Underwriting Agreement”), with EarlyBirdCapital, Inc. (“EBC”) acting as
      representative of the several underwriters (collectively, the “Underwriters”),
      pursuant to which, among other matters, the Underwriters have agreed to purchase
      6,000,000 units (“Units”) of the Company. Each Unit consists of one share of the
      Company’s common stock, par value $.0001 per share (“Common Stock”), and one
      Warrant, each Warrant to purchase one share of Common Stock, all as more fully
      described in the Company’s final Prospectus, dated _________, 2006
      (“Prospectus”) comprising part of the Company’s Registration Statement on Form
      S-1 (File No. 333-_______) under the Securities Act of 1933, as
      amended (“Registration Statement”), declared effective on ________, 2006
      (“Effective Date”).

    


    WHEREAS,
      the Initial Stockholders have agreed as a condition of the sale of the Units
      to
      deposit their shares of Common Stock of the Company, as set forth opposite
      their
      respective names in Exhibit A attached hereto (collectively “Escrow Shares”), in
      escrow as hereinafter provided.

    


    WHEREAS,
      the Company and the Initial Stockholders desire that the Escrow Agent accept
      the
      Escrow Shares, in escrow, to be held and disbursed as hereinafter
      provided.

    


    IT
      IS
      AGREED:

    


    1. Appointment
      of Escrow Agent.
      The
      Company and the Initial Stockholders hereby appoint the Escrow Agent to act
      in
      accordance with and subject to the terms of this Agreement and the Escrow Agent
      hereby accepts such appointment and agrees to act in accordance with and subject
      to such terms.

    


    2. Deposit
      of Escrow Shares.
      On or
      before the Effective Date, each of the Initial Stockholders shall deliver to
      the
      Escrow Agent certificates representing his respective Escrow Shares, to be
      held
      and disbursed subject to the terms and conditions of this Agreement. Each
      Initial Stockholder acknowledges that the certificate representing his Escrow
      Shares is legended to reflect the deposit of such Escrow Shares under this
      Agreement.

    


    3. Disbursement
      of the Escrow Shares.
      The
      Escrow Agent shall hold the Escrow Shares until one year after the consummation
      of a Business Combination (as defined in the Registration Statement) (“Escrow
      Period”), on which date it shall, upon written instructions from each Initial
      Stockholder, disburse each of the Initial Stockholder’s Escrow Shares (and any
      applicable stock power) to such Initial Stockholder; provided, however, that
      if
      the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof
      that
      the Company is being liquidated at any time during the Escrow Period, then
      the
      Escrow Agent shall promptly destroy the certificates representing the Escrow
      Shares; provided further, however, that if, after the Company consummates a
      Business Combination (as such term is defined in the Registration Statement),
      it
      (or the surviving entity) subsequently consummates a liquidation, merger, stock
      exchange or other similar transaction which results in all of the stockholders
      of such entity having the right to exchange their shares of Common Stock for
      cash, securities or other property, then the Escrow Agent will, upon receipt
      of
      a certificate, executed by the Chief Executive Officer of the Company, in form
      reasonably acceptable to the Escrow Agent, that such transaction is then being
      consummated, release the Escrow Shares to the Initial Stockholders upon
      consummation of the transaction so that they can similarly participate. The
      Escrow Agent shall have no further duties hereunder after the disbursement
      or
      destruction of the Escrow Shares in accordance with this
      Section 3.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    4. Rights
      of Initial Stockholders in Escrow Shares.
      

    


    4.1 Voting
      Rights as a Stockholder.
      Subject
      to the terms of the Insider Letter described in Section 4.4 hereof and except
      as
      herein provided, the Initial Stockholders shall retain all of their rights
      as
      stockholders of the Company during the Escrow Period, including, without
      limitation, the right to vote such shares.

    


    4.2 Dividends
      and Other Distributions in Respect of the Escrow Shares.
      During
      the Escrow Period, all dividends payable in cash with respect to the Escrow
      Shares shall be paid to the Initial Stockholders, but all dividends payable
      in
      stock or other non-cash property (“Non-Cash Dividends”) shall be delivered to
      the Escrow Agent to hold in accordance with the terms hereof. As used herein,
      the term “Escrow Shares” shall be deemed to include the Non-Cash Dividends
      distributed thereon, if any.

    


    4.3 Restrictions
      on Transfer.
      During
      the Escrow Period, no sale, transfer or other disposition may be made of any
      or
      all of the Escrow Shares except (i) to an entity’s members upon its liquidation,
      (ii) by gift to a member of an Initial Stockholder’s immediate family or to a
      trust, the beneficiary of which is an Initial Stockholder or a member of an
      Initial Stockholder’s immediate family, (iii) by virtue of the laws of descent
      and distribution upon death of any Initial Stockholder, (iv) pursuant to a
      qualified domestic relations order or (v) by private
      sales made at or prior to the consummation of a Business Combination at prices
      no greater than the price which the Initial Stockholder paid for the Escrow
      Shares;
      provided,
      however,
      that
      such transfers may be implemented only upon the respective transferee’s written
      agreement to be bound by the terms and conditions of this Agreement and of
      the
      Insider Letter signed by the Initial Stockholder transferring the Escrow Shares.
      

    


    4.4 Insider
      Letters.
      Each of
      the Initial Stockholders has executed a letter agreement with EBC and the
      Company, dated as indicated on Exhibit A hereto, and which is filed as an
      exhibit to the Registration Statement (“Insider Letter”), respecting the rights
      and obligations of such Initial Stockholder in certain events, including but
      not
      limited to the liquidation of the Company.

    


    5. Concerning
      the Escrow Agent.

    


    5.1 Good
      Faith Reliance.
      The
      Escrow Agent shall not be liable for any action taken or omitted by it in good
      faith and in the exercise of its own best judgment, and may rely conclusively
      and shall be protected in acting upon any order, notice, demand, certificate,
      opinion or advice of counsel (including counsel chosen by the Escrow Agent),
      statement, instrument, report or other paper or document (not only as to its
      due
      execution and the validity and effectiveness of its provisions, but also as
      to
      the truth and acceptability of any information therein contained) which is
      believed by the Escrow Agent to be genuine and to be signed or presented by
      the
      proper person or persons. The Escrow Agent shall not be bound by any notice
      or
      demand, or any waiver, modification, termination or rescission of this Agreement
      unless evidenced by a writing delivered to the Escrow Agent signed by the proper
      party or parties and, if the duties or rights of the Escrow Agent are affected,
      unless it shall have given its prior written consent thereto. 

     

    
      
        
        

      

      
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     5.2 Indemnification.
      The
      Escrow Agent shall be indemnified and held harmless by the Company from and
      against any expenses, including counsel fees and disbursements, or loss suffered
      by the Escrow Agent in connection with any action, suit or other proceeding
      involving any claim which in any way, directly or indirectly, arises out of
      or
      relates to this Agreement, the services of the Escrow Agent hereunder, or the
      Escrow Shares held by it hereunder, other than expenses or losses arising from
      the gross negligence or willful misconduct of the Escrow Agent. Promptly after
      the receipt by the Escrow Agent of notice of any demand or claim or the
      commencement of any action, suit or proceeding, the Escrow Agent shall notify
      the other parties hereto in writing. In the event of the receipt of such notice,
      the Escrow Agent, in its sole discretion, may commence an action in the nature
      of interpleader in an appropriate court to determine ownership or disposition
      of
      the Escrow Shares or it may deposit the Escrow Shares with the clerk of any
      appropriate court or it may retain the Escrow Shares pending receipt of a final,
      non-appealable order of a court having jurisdiction over all of the parties
      hereto directing to whom and under what circumstances the Escrow Shares are
      to
      be disbursed and delivered. The provisions of this Section 5.2 shall survive
      in
      the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5
      or
      5.6 below.

    


    5.3 Compensation.
      The
      Escrow Agent shall be entitled to reasonable compensation from the Company
      for
      all services rendered by it hereunder. The Escrow Agent shall also be entitled
      to reimbursement from the Company for all expenses paid or incurred by it in
      the
      administration of its duties hereunder including, but not limited to, all
      counsel, advisors’ and agents’ fees and disbursements and all taxes or other
      governmental charges.

    


    5.4 Further
      Assurances.
      From
      time to time on and after the date hereof, the Company and the Initial
      Stockholders shall deliver or cause to be delivered to the Escrow Agent such
      further documents and instruments and shall do or cause to be done such further
      acts as the Escrow Agent shall reasonably request to carry out more effectively
      the provisions and purposes of this Agreement, to evidence compliance herewith
      or to assure itself that it is protected in acting hereunder.

    


    5.5 Resignation.
      The
      Escrow Agent may resign at any time and be discharged from its duties as escrow
      agent hereunder by its giving the other parties hereto written notice and such
      resignation shall become effective as hereinafter provided. Such resignation
      shall become effective at such time that the Escrow Agent shall turn over to
      a
      successor escrow agent appointed by the Company, the Escrow Shares held
      hereunder. If no new escrow agent is so appointed within the 60 day period
      following the giving of such notice of resignation, the Escrow Agent may deposit
      the Escrow Shares with any court it reasonably deems appropriate.

    


    5.6 Discharge
      of Escrow Agent.
      The
      Escrow Agent shall resign and be discharged from its duties as escrow agent
      hereunder if so requested in writing at any time by the other parties hereto,
      jointly, provided, however, that such resignation shall become effective only
      upon acceptance of appointment by a successor escrow agent as provided in
      Section 5.5.

     

    
      
        
        

      

      
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    5.7 Liability.
      Notwithstanding anything herein to the contrary, the Escrow Agent shall not
      be
      relieved from liability hereunder for its own gross negligence or its own
      willful misconduct.

    


    6. Miscellaneous.

    


    6.1 Governing
      Law.
      This
      Agreement shall for all purposes be deemed to be made under and shall be
      construed in accordance with the laws of the State of New York, without giving
      effect to conflicts of law principles that would result in the application
      of
      the substantive laws of another jurisdiction.

    


    6.2 Third
      Party Beneficiaries.
      Each of
      the Initial Stockholders hereby acknowledges that the Underwriters are third
      party beneficiaries of this Agreement and this Agreement may not be modified
      or
      changed without the prior written consent of EBC. 

    


    6.3 Entire
      Agreement.
      This
      Agreement contains the entire agreement of the parties hereto with respect
      to
      the subject matter hereof and, except as expressly provided herein, may not
      be
      changed or modified except by an instrument in writing signed by the party
      to
      the charged. 

    


    6.4 Headings.
      The
      headings contained in this Agreement are for reference purposes only and shall
      not affect in any way the meaning or interpretation thereof.

    


    6.5 Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of the respective
      parties hereto and their legal representatives, successors and
      assigns.

    


    6.6 Notices.
      Any
      notice or other communication required or which may be given hereunder shall
      be
      in writing and either be delivered personally or be mailed, certified or
      registered mail, or by private national courier service, return receipt
      requested, postage prepaid, and shall be deemed given when so delivered
      personally or, if mailed, two days after the date of mailing, as
      follows:

    


    
      	 	 	
              If
                to the Company, to:

            


    

    


    
      	 	 	 	
              Rand
                Acquisition Corp. II

              
                461
                  Fifth Avenue, 25th
                  Floor

              

              New
                York, New York 10017

              Attn: Chairman

            


    

    


    If
      to a
      Stockholder, to his address set forth in Exhibit A.

    


    and
      if to
      the Escrow Agent, to:

    


    Continental
      Stock Transfer & Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn: Chairman

     

    
      
        
        

      

      
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    A
      copy of
      any notice sent hereunder shall be sent to:

     

    and:

     

    EarlyBirdCapital,
      Inc.

    275
      Madison Avenue, Suite 1203

    New
      York,
      New York 10016

    Attn: David
      M.
      Nussbaum, Chairman

    


    and:

    


    Graubard
      Miller

    The
      Chrysler Building

    405
      Lexington Avenue

    New
      York,
      New York 10174

    Attn: David
      Alan Miller, Esq.

    


    and:

    


    Andrews
      Kurth LLP

    600
      Travis, Suite 4200

    Houston,
      Texas 77002

    Attn:
       W.
      Mark
      Young, Esq. 


    The
      parties may change the persons and addresses to which the notices or other
      communications are to be sent by giving written notice to any such change in
      the
      manner provided herein for giving notice.

    


     6.7 Liquidation
      of the Company.
      The
      Company shall give the Escrow Agent written notification of the liquidation
      and
      dissolution of the Company in the event that the Company fails to consummate
      a
      Business Combination within the time period(s) specified in the
      Prospectus.

     

    
      
        
        

      

      
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    WITNESS
      the execution of this Agreement as of the date first above written.

    
      	 	 	 
	 	 	RAND ACQUISITION CORP. II
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	Title:


    

     

    
      
        	 	 	
                INITIAL
                  STOCKHOLDERS:

              
	 
 	 
 	 
 
	 	  	 
	 	
                

                Laurence
                  S. Levy

              


      


      
        	 	 	 
	 	  	
              
	 	
                

                Edward
                  Levy

              
	 	
              


      

    

     

    
      	 	 	 
	 	 	
            
	 	
              

              Isaac
                Kier

            


    

     

    
      	 	 	 
	 	 	CONTINENTAL
              STOCK TRANSFER
              &
                TRUST COMPANY

            
	 
 	 
 	 
 
	 	 	By: 
	 	
              
                
Name:


            
	 	
              Title:
                

            


    

     

    
      
        
        

      

      
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    EXHIBIT
      A

    


    
      	
              Name
                and Address of Initial
                Stockholder 

            	 	
              Number
                of
                Shares

            	 	
              Stock
                Certificate
                Number

            	 	
              Date
                of Insider
                Letter

            	 
	
              Laurence
                S. Levy

              Rand
                Acquisition Corp. II

              461
                Fifth Avenue, 25th
                Floor

              New
                York, New York 10017

            	 	 	
              980,000

            	 	 	
              1

            	 	 	
              August
                17, 2006

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Edward
                Levy

              Rand
                Acquisition Corp. II

              461
                Fifth Avenue, 25th
                Floor

              New
                York, New York 10017

            	 	 	
              480,000

            	 	 	
              2

            	 	 	
              August
                17, 2006

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Isaac
                Kier

              Kier
                Global LLC

              1775
                Broadway, Suite 604

              New
                York, New York 10019

            	 	 	
              60,000

            	 	 	
              3

            	 	 	
              August
                17, 2006