KENNEDY-WILSON
  HOLDINGS, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON
  STOCK SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 489398 10 7 This Certifies
  that SPECIMEN is the registered holder of FULLY PAID AND NON-ASSESSABLE
  SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE COMMON STOCK OF KENNEDY-WILSON
  HOLDINGS, INC. transferable on the books of KENNEDY-WILSON HOLDINGS, INC.
  (the "Company") in person or by duly authorized attorney upon
  surrender of this certificate

  properly endorsed. This Certificate is not valid unless countersigned by the
  Transfer Agent and registered by the Registrar. Witness the seal of the
  Company and the tacsimine signatures of its duly authorized officers. Dated: Secretary
  Seal President Countersigned and Registered: CONTINENTAL STOCK TRANSFER &
  TRUST COMPANY (Jersey City, NJ) TRANSFER AGENT AND REGISTRAR AUTHORIZED
  OFFICER 

  



 












 




	
  

  	
  Kennedy-Wilson Holdings, Inc. The Company
  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 Company and
  the qualifications, limitations, or restrictions of such preferences and/or
  rights. This certificate and the shares represented hereby are issued and
  shall be held subject to all the provisions of the Second Amended and
  Restated 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
  Company), to all of which the holder of this certificate by acceptance hereof
  assents. 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 TEN ENT - as tenants by the entireties JT TEN - as joint tenants with
  right of survivorship and not as tenants in common UNIF GIFT MIN ACT- Custodian
  (Cust)-(Minor) Under Uniform Gifts to m 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) Shares of the capital stock represented by
  the within Certificate, and do hereby irrevocably constitute and appoint Attorney
  to transfer said stock on the books of the within named Company with 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 chance whatever. Signature(s)
  Guaranteed: The signature(s) must 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).