SPECIMEN UNIT CERTIFICATE


 


	     NUMBER	UNITS
	U- ___________	 


 


	SEE REVERSE FOR	 
	CERTAIN	 
	DEFINITIONS	 


 


	 	RNK GLOBAL DEVELOPMENT ACQUISITION CORP.	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 RNK
GLOBAL DEVELOPMENT ACQUISITION CORP., 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 $8.00 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 [ONE YEAR FROM THE DATE OF THE IPO PROSPECTUS], 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 45 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


 


RNK GLOBAL DEVELOPMENT ACQUISITION
CORP.


CORPORATE


SEAL


2012


BRITISH VIRGIN ISLANDS


 



    	 



    	 



    

 


RNK GLOBAL DEVELOPMENT ACQUISITION
CORP.


 


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 the event of (i) the Company’s liquidation upon a failure
to consummate an acquisition transaction, (ii) liquidation of the trust account upon a failure to commence or complete a post-acquisition
tender offer within the allotted time, or (iii) if the holder seeks to convert his respective shares into cash in connection with
an initial acquisition transaction which is actually consummated.  In no other circumstances shall the holder have any right or interest of any kind in or to the trust
account.