NUMBER

              	SHARES
	 	 
	______C	 


      

         

      RAND
        ACQUISITION CORP. II

       

      INCORPORATED
        UNDER THE LAWS OF THE STATE OF DELAWARE

       

      COMMON
        STOCK

       

      SEE
        REVERSE FOR

      CERTAIN
        DEFINITIONS

       

      
        	This Certifies
                that	
                CUSIP
                  ___________

              
	 	 
	 

                is
                  the owner of

              	 


      

        

      FULLY
        PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.0001 EACH OF THE COMMON
        STOCK OF

       

      RAND
        ACQUISITION CORP. II

       

      transferable
        on the books of the Corporation in person or by duly authorized attorney
        upon
        surrender of this certificate properly endorsed. 

       

      The
        Corporation will be forced to liquidate if it is unable to complete a business
        combination within 24 months from the consummation of its initial public
        offering all as more fully described in the Corporation’s final prospectus dated
        ________, 2006

       

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

       

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

       

      Dated:

      

        
          	 	
                   

                	 
	
                  CHAIRMAN

                	SECRETARY


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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.

       

      Rand
        Acquisition Corp. II

       

      The
        Corporation will furnish without charge to each stockholder who so requests
        the
        powers, designations, preferences and relative, participating, optional or
        other
        special rights of each class of stock or series thereof of the Corporation
        and
        the qualifications, limitations, or restrictions of such preferences and/or
        rights. This certificate and the shares represented thereby are issued and
        shall
        be held subject to all the provisions of the Certificate of Incorporation
        and
        all amendments thereto and resolutions of the Board of Directors providing
        for
        the issue of shares of Preferred Stock (copies of which may be obtained from
        the
        secretary of the Corporation), to all of which the holder of this certificate
        by
        acceptance hereof assents.

       

      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)

       

      
        
          

        

         

        
          

        
_______________________________________________________________________________________________
         shares
        of
        the capital stock represented by the within Certificate, and do hereby
        irrevocably constitute and appoint

      


      _________________________________________________________________________________________ Attorney
        to
        transfer the said stock on the books of the within named Corporation 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).

      


      The
        holder of this certificate shall be entitled to receive funds from the trust
        fund only in the event of the Company’s liquidation upon failure to consummate a
        business combination or if the holder seeks to convert his respective shares
        into cash upon a business combination which he voted against and which is
        actually completed by the Company. In no other circumstances shall the holder
        have any right or interest of any kind in or to the trust fund.