SPECIMEN UNIT CERTIFICATE


 


	     NUMBER	UNITS
	U- ___________	 


 


	SEE REVERSE FOR	 
	CERTAIN	 
	DEFINITIONS	 


 


	 	CIS ACQUISITION LTD.	CUSIP ___________


 


UNITS CONSISTING OF ONE (1) SERIES A SHARE
AND ONE (1) WARRANT TO PURCHASE


ONE (1) ORDINARY SHARE


 


	THIS CERTIFIES THAT 	 
	is the owner of	 	  Units.
	 	 	 	 


 


Each Unit (“Unit”) consists
of one (1) Series A Share, par value $0.0001 per share (“Series A Share”), of CIS ACQUISITION LTD., a British Virgin
Islands company (the “Company”), and one (1) warrant (the “Warrant”). Each Warrant entitles the holder
to purchase one (1) ordinary share, par value $0.0001 per share (“ordinary shares”) for $10.00 per ordinary share (subject
to adjustment).  Each Warrant will become exercisable on the later of (i) the consolidation of each series ordinary shares
into one class of ordinary shares after consummation of an initial acquisition transaction or post-acquisition tender offer, as
the case may be, and (ii) ____________, 2013, and will expire unless exercised before 5:00 p.m., New York City Time, on ____________,
2017, or the date of the Company's dissolution and winding up of the Company, or earlier upon redemption (the “Expiration
Date”). The Series A Shares and Warrants comprising the Units represented by this certificate will begin separate trading
90 days after the date of the prospectus covering these securities (the “Prospectus”) or the announcement by the underwriters
of the Company’s initial public offering of the decision to allow earlier trading; provided, however, in no event will the
representative allow separate trading of the Series A Shares and Warrants until the Company files an audited balance sheet with
the Securities and Exchange Commission reflecting the Company’s receipt of the gross proceeds of the offering and issues
a press release announcing when such separate trading will begin.  The terms of the Warrants are governed by a Warrant
Agreement, dated as of _______, 2012, 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
Continental Stock Transfer & Trust Company, 17 Battery Place, 8th Floor, New York, NY 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. This Unit shall be governed and construed in accordance with the internal laws of the State of New
York, without regard to conflicts of laws principles thereof.


 


We may not cancel the units at any time
unless and until (i) we do not consummate our initial acquisition transaction within the allotted time period and are required
to dissolve and liquidate the trust account, (ii) we have completed an acquisition transaction prior to a post-acquisition tender
offer or (iii) we have otherwise consummated an acquisition and our trust account has been liquidated.


 


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


 


	  By  	 	 	 
	 	Chief Executive Officer	 	Secretary


 


CIS ACQUISITION LTD.


CORPORATE


SEAL


2012


BRITISH VIRGIN ISLANDS


 



    	 



    	 



    

 


CIS ACQUISITION LTD.


 


The Company will furnish
without charge to each unitholder 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


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 Minors	 
	 	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) 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).


 


The holder of this certificate shall be entitled to receive
funds from the trust account only in accordance with the terms of the underlying Series A Share.  In no other circumstances
shall the holder have any right or interest of any kind in or to the trust account.