EXHIBIT 2(d)(2) Form of Subscription Agreement among Registrant and holders of securities being registered RAND CAPITAL CORPORATION SUBSCRIPTION AGREEMENTSubscription Agreement • April 22nd, 1997 • Rand Capital Corp • New York
EXHIBIT 2(i)(1)Compensation Agreement • April 22nd, 1997 • Rand Capital Corp
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT BETWEEN RAND CAPITAL CORPORATION AND RAND CAPITAL MANAGEMENT LLCInvestment Advisory and Management Agreement • January 4th, 2021 • Rand Capital Corp • New York
Agreement made this 31st day of December, 2020, by and between RAND CAPITAL CORPORATION, a New York corporation (the “Corporation”), and RAND CAPITAL MANAGEMENT LLC, a Delaware limited liability company (the “Adviser”).
CHANGE IN CONTROL AGREEMENTGeneral Release Agreement • March 3rd, 2017 • Rand Capital Corp • New York
This Agreement is entered into as of the 1st day of March, 2017 (the “Effective Date”) by and between Rand Capital Corporation, a New York corporation (the “Company”), and Allen F. Grum (the “Executive”).
ADMINISTRATION AGREEMENTAgreement • January 4th, 2021 • Rand Capital Corp • New York
AGREEMENT (this “Agreement”) made as of December 31, 2020 (the “Effective Date”) by and between Rand Capital Corporation, a New York corporation (hereinafter referred to as the “Corporation”), and Rand Capital Management LLC, a Delaware limited liability company (hereinafter referred to as the “Administrator”).
STOCK PURCHASE AGREEMENT by and among EAST ASSET MANAGEMENT, LLC, RAND CAPITAL CORPORATION, and, SOLELY FOR PURPOSES OF BEING BOUND BY SECTIONS 7.10 AND 10.9(A) AND (B), RAND CAPITAL MANAGEMENT LLC DATED AS OF JANUARY 24, 2019Stock Purchase Agreement • January 25th, 2019 • Rand Capital Corp • New York
STOCK PURCHASE AGREEMENT, dated as of January 24, 2019 (this “Agreement”), by and among East Asset Management, LLC, a Delaware limited liability company (“East”), Rand Capital Corporation, a New York corporation (“Rand”) and, solely for purposes of being bound by Sections 7.10 and 10.9(a) and (b), Rand Capital Management LLC, a Delaware limited liability company (“NEWCO”). Each of East, Rand and, solely for purposes of being bound by Sections 7.10 and 10.9(a) and (b), NEWCO, may, from time to time, be referred to individually herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Article I.
CANCELLATION AGREEMENTCancellation Agreement • November 12th, 2019 • Rand Capital Corp • New York
This Cancellation Agreement (this “Agreement”) is made and entered into as of November 8, 2019 by and between Rand Capital Corporation, a New York corporation (the “Company”), and Allen F. Grum (the “Executive”).
GENERAL SECURITY AGREEMENT New YorkGeneral Security Agreement • June 27th, 2022 • Rand Capital Corp • New York
Bank/Secured Party: MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation with its banking offices at One M&T Plaza, Buffalo, New York 14203 Attention: Office of General Counsel.
SHAREHOLDER AGREEMENTShareholder Agreement • November 12th, 2019 • Rand Capital Corp • New York
THIS SHAREHOLDER AGREEMENT is entered into as of November 8, 2019 (this “Agreement”), by and between Rand Capital Corporation, a New York corporation (the “Company”), and East Asset Management, LLC, a Delaware limited liability company (“East”) and is effective as of the closing of the transactions contemplated in the Stock Purchase Agreement (as defined below) (the “Contemplated Transactions”).
ADMINISTRATION AGREEMENTAdministration Agreement • November 12th, 2019 • Rand Capital Corp • New York
AGREEMENT (this “Agreement”) made as of November 8, 2019 (the “Effective Date”) by and between Rand Capital Corporation, a New York corporation (hereinafter referred to as the “Corporation”), and Rand Capital Management LLC, a Delaware limited liability company (hereinafter referred to as the “Administrator”).
Rand Capital Management, LLC (A Delaware Limited Liability Company) LIMITED LIABILITY COMPANY AGREEMENT Dated as of January 16, 2002 LIMITED LIABILITY COMPANY AGREEMENT RAND CAPITAL MANAGEMENT, LLCLimited Liability Company Agreement • March 28th, 2002 • Rand Capital Corp • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of Rand Capital Management, LLC, a Delaware limited liability company (the "Company"), is entered into this 16th day of January, 2002, by the Member set forth on Schedule A attached hereto as such Schedule A may be amended from time to time pursuant to this Agreement. The Member agrees as follows:
CANCELLATION AGREEMENTCancellation Agreement • November 12th, 2019 • Rand Capital Corp • New York
This Cancellation Agreement (this “Agreement”) is made and entered into as of November 8, 2019 by and among Rand Capital Corporation, a New York corporation (the “Company”), and Daniel P. Penberthy (the “Executive”).
AGREEMENT AND PLAN OF MERGER BY WHICH RAND CAPITAL SUB, INC. MERGES WITH AND INTO RAND CAPITAL SUB LLCAgreement and Plan of Merger • December 30th, 2021 • Rand Capital Corp
This Agreement and Plan of Merger (this “Plan of Merger”), is made and entered into on December 27, 2021 by and among Rand Capital Sub, Inc. (the “Merging Company”), a New York corporation originally formed as Rand Capital SBIC, Inc., and Rand Capital Sub LLC, a Delaware limited liability company (the “Surviving Company,” and together with the Merging Company, the “Constituent Entities”).
RAND CAPITAL CORPORATION SUBSCRIPTION AGREEMENTSubscription Agreement • August 13th, 2009 • Rand Capital Corp • New York
AGREEMENT made as of the 24th day of July, 2009 by and between the persons listed on Exhibit 1 who are signatories to this Agreement (individually, a “Subscriber,” and collectively, the “Subscribers”) and Rand Capital Corporation, a New York corporation having its principal office at 2200 Rand Building, Buffalo, New York (the “Corporation”).
CREDIT AGREEMENT New YorkCredit Agreement • June 27th, 2022 • Rand Capital Corp • New York
Borrower: RAND CAPITAL CORPORATION, a corporation organized under the laws of the State of New York having its chief executive office at 14 Lafayette Square, Suite 1405, Buffalo, NY 14203.
