INVESTMENT MANAGEMENT TRUST
AGREEMENT


 


This Agreement is made as of
_________, 2012 by and between RNK Global Development Acquisition Corp. (the “Company”) and Continental Stock Transfer
& Trust Company, as trustee (the “Trustee”).


 


WHEREAS, the Company’s
Registration Statement on Form F-1, No. 333-179014 (as amended from time to time) (“Registration Statement”), for
its initial public offering of securities (“IPO”) has been declared effective as of the date hereof by the Securities
and Exchange Commission (“Effective Date”); and


 


WHEREAS, Chardan Capital Markets,
LLC is acting as the representative (the “Representative”) of the underwriters in the IPO; and


 


WHEREAS, the Company has issued
securities in a private placement that will occur immediately prior to the IPO (the “Placement”); and


 


WHEREAS, as described in the
Company’s Registration Statement, and in accordance with the Company’s Amended and Restated Memorandum and Articles
of Association, a maximum of $[38,150,000] of the proceeds of the Placement and the IPO, net of all discounts and commissions
including the Deferred Compensation (as defined below), if the over-allotment option is not exercised (or a minimum of $[43,700,000]
if the underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held
in a trust account (the “Trust Account”) for the benefit of the Company and the holders of the Company’s Series
A Shares, par value $0.0001 per share (the “Series A Shares”), issued in the IPO (the “IPO Shares”) as
hereinafter provided, and in the event the units issued in the IPO are registered in Colorado, pursuant to Section 11-51-302(6)
of the Colorado revised statutes (the “CRS”). A copy of Section 11-51-302(6) of the CRS is attached hereto and made
a part hereof; and


 


WHEREAS, pursuant to the Underwriting
Agreement, the Representative, on behalf of the underwriters, has agreed to deposit into the Trust Account an additional $[2,000,000]
(or $[2,300,000] if the Representative’s over-allotment option is exercised in full) (or the amount specified in the notice
delivered pursuant to Section 2(d) hereof), representing a portion of the underwriters’ discount (the “Deferred Compensation”);
and


 


WHEREAS, the amount to be delivered
to the Trustee, including the proceeds of the IPO, the Placement and the Deferred Compensation (a maximum of $[40,150,000] if
the Representative's over-allotment option is not exercised, or a minimum of $[46,000,000], if the over-allotment option is
exercised in full) will be referred to herein as the “Property,” the holders of IPO Shares for whose benefit the Trustee
shall hold the Property will be referred to as the “Public Shareholders;” and the Public Shareholders, the Representative
and the Company will be referred to together as the “Beneficiaries;” and


 


WHEREAS, the Company and the
Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the
Property;


 


IT IS AGREED:


 


1.   Agreements and
Covenants of Trustee.  The Trustee hereby agrees and covenants to:


 


(a)   Hold the Property
in trust for the Beneficiaries in accordance with the terms of this Agreement, including without limitation, the terms of Section
11-51-302(6) of the CRS, in a segregated trust account established by the Trustee at a branch of J.P. Morgan Chase Bank N.A.;


 


(b)   Manage, supervise
and administer the Trust Account subject to the terms and conditions set forth herein;


 



    	 



    	 



    

 


(c)   In a timely manner,
upon the instruction of the Company, to invest and reinvest the Property in cash or any “Government Security.” As
used herein, Government Security means any Treasury Bill issued by the United States, having a maturity of 180 days or less or
any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund
meeting the conditions of Rule 2a-7 promulgated under the Investment Company Act of 1940;


 


(d)   Collect and receive,
when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term
is used herein;


 


(e)   Notify the Company
and the Representative of all communications received by it with respect to any Property requiring action by the Company;


 


(f)   Supply any necessary
information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns
for the Trust Account;


 


(g)   Participate in any
plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the
Company and/or the Representative to do so;


 


(h)   Render to the Company
and to the Representative, and to such other person as the Company may instruct, monthly written statements of the activities of
and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and


 


(i)   If there is any
tax obligation relating to the Property in the Trust Account or to fund the working capital of the Company, then, only at the written
instruction of the Company in a form substantially similar to that attached hereto as Exhibit A, to make available in cash
or by check from the Property in the Trust Account an amount specified by the Company by electronic funds transfer, account
debit or other method of payment; provided, however, that such distributions may only be made if and to the extent that
interest has been earned on the amount initially deposited in the Trust Account sufficient to pay for such distribution (it
being expressly understood that the principal of the Property shall not be used to pay any such distribution); and


 


(j)   Commence liquidation
of the Trust Account or commence liquidation of a portion thereof only after receipt of and only in accordance with the terms
of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit
B, Exhibit C, Exhibit D or Exhibit E, signed on behalf of the Company by its Chief Executive Officer
or Chief Financial Officer, and complete the liquidation of the Trust Account and disburse the Property in the Trust Account (which
disbursement shall include, in the event of (i) an Acquisition Transaction (as hereafter defined), (ii) Post-Acquisition Tender
Offer (as hereinafter defined), (iii) a trust liquidation, as required by its Amended and Restated Memorandum and Article of Association,
in the event the Company does not commence or complete a Post-Acquisition Tender Offer within 30 days or six months of consummation
of the Acquisition Transaction respectively, the payment of the Deferred Compensation to the Representative) only as directed
in the Termination Letter and the other documents referred to therein.  The Trustee understands and agrees that, except
as provided in this paragraph and paragraphs 1(i), 1(k) and 6(a) hereof, disbursements from the Trust Account shall be made only
pursuant to a duly executed Termination Letter, together with the other documents referenced herein.  For purposes of
this Agreement, (i) an “Acquisition Transaction” shall mean an acquisition through a merger, stock exchange, asset
acquisition, stock purchase or similar acquisition transaction of one or more operating businesses that have a fair market value,
individually or collectively, of at least 80% of the balance in the trust account (less the deferred underwriting discounts and
commissions and taxes payable) at the time of such acquisition transaction and (ii) a “Post-Acquisition Tender Offer”
shall mean an issuer tender offer for all IPO Shares following the consummation of an Acquisition Transaction where the Company
has elected to grant Public Shareholders their redemption rights by means of such issuer tender offer;


 



    	 



    	 



    

 


(k) If the Company
structures the Acquisition Transaction to require a Post-Acquisition Tender Offer, then it may, after a Report of Foreign
Private Issuer on Form 6-K describing the terms of the Acquisition Transaction is filed with the SEC, seek that holders of 5%
or more of the Series A Shares who are also accredited investors elect to convert all of their Series A Shares into shares of
Series C Shares (the “Series C Shares”), on a one-for-one basis, immediately prior to consummation of the
Acquisition Transaction, with any remaining Series A Shares automatically converting to shares of Series B Shares
(the “Series B Shares”) immediately following consummation of the Acquisition Transaction. Such opportunity
to convert would only be available to these certain shareholders, and not to our other holders of Series A Shares. Holders
of shares of Series A Shares who elect to convert their shares into Series C Shares prior to consummation of the
Acquisition Transaction shall not be entitled to participate in the Post-Acquisition Tender Offer, while holders of shares of
Series A Shares that have their shares automatically converted to shares of Series B Shares shall be entitled to participate
in the Post-Acquisition Tender Offer.  Upon written confirmation from the Company of the date of consummation of
an Acquisition Transaction (the “Consummation Date”) and the conversion of Series A Shares into Series C Shares,
in a form substantially similar to that attached hereto as Exhibit F, signed on behalf of the Company by its
Chief Executive Officer or Chief Financial Officer, the Trustee shall distribute to the Company a pro rata share of the
amounts in the Trust Account as of two business days prior to the Consummation Date in the Trust Account for each such share
of Series A Shares converted to Series C Shares on the Consummation Date; and  


 


 (l)   Permit or
effect no distribution from the Trust Account except in accordance with Sections 1(i), 1(j), 1(k) and 6(a).


 


2.   Agreements and
Covenants of the Company.  The Company hereby agrees and covenants to:


 


(a)   Provide all instructions
to the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer or Chief Financial Officer.  In
addition, except with respect to its duties under Section 1(i) above, the Trustee shall be entitled to rely on, and shall be protected
in relying on, any verbal or telephonic advice or instruction which it in good faith believes to be given by the Chief Executive
Officer or the Chief Financial Officer;


 


(b)   Hold the Trustee
harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements,
or loss suffered by the Trustee in connection with any action, suit or other proceeding brought against the Trustee involving any
claim, or in connection with any claim or demand which in any way arises out of or relates to this Agreement, the services of the
Trustee hereunder, or the Property or any income earned from investment of the Property, except for expenses and losses resulting
from the Trustee’s gross negligence or willful misconduct.  Promptly after the receipt by the Trustee of notice
of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification
under this paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”).  The
Trustee shall have the right to conduct and manage the defense against such Indemnified Claim, provided, that the Trustee shall
obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld.  The
Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company.  The Company
may participate in such action with its own counsel;


 


(c)   Pay the Trustee
an initial acceptance fee of $[__] and an annual fee of $[__] (it being expressly understood that the Property shall not be used
to pay such fee).  The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation
of the IPO and shall thereafter pay the annual fee on the anniversary of the Effective Date.  The Trustee shall refund
to the Company the fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Fund.  The
Company shall not be responsible for any other fees or charges of the Trustee except as may be provided in Section 2(b) hereof
(it being expressly understood that the Property shall not be used to make any payments to the Trustee under such Section) and
for accountable out-of-pocket expenses actually incurred by the Trustee acting as Trustee of the Property in accordance with this
Agreement;


 


(d)   Within five business
days after the Representative’s over-allotment option (or any unexercised portion thereof) expires or is exercised in full,
provide the Trustee notice in writing (with a copy to the Representative) of the total amount of the Deferred Compensation, which
shall in no event be less than $[2,000,000]; and


 



    	 



    	 



    

 


(e)   In connection with
a vote of the Company’s shareholders regarding a Acquisition Transaction, if any, provide to the Trustee an affidavit or
certificate of a firm regularly engaged in the business of soliciting proxies and tabulating shareholder votes verifying the vote
of the Company’s shareholders and the Company’s Public Shareholders regarding such Acquisition Transaction.


 


3.   Limitations of
Liability.  The Trustee shall have no responsibility or liability to:


 


(a)   Take any action
with respect to the Property, other than as directed in Section 1 hereof and the Trustee shall have no liability to any party except
for liability arising out of its own gross negligence or willful misconduct;


 


(b)   Institute any proceeding
for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with
respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(c)   Change the investment
of any Property, other than in compliance with Section 1(c);


 


(d)   Refund any depreciation
in principal of any Property;


 


(e)   Assume that the
authority of any person designated by the Company or the Representative to give instructions hereunder shall not be continuing
unless provided otherwise in such designation, or unless the Company or the Representative shall have delivered a written revocation
of such authority to the Trustee;


 


(f)   The other parties
hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith
and in the exercise of its own best judgment, except for its gross negligence or willful misconduct.  The Trustee may
rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and
the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained)
which is believed by the Trustee, in good faith, to be genuine and to be signed or presented by the proper person or persons.  The
Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or
any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties
and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(g)   Verify the correctness
of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or
any other action taken by it is as contemplated by the Registration Statement, unless an officer of the Trustee has actual knowledge
thereof, or written notice of such event is sent to the Trustee or as otherwise required under Section 1(j) hereof; and


 


(h)   Pay any taxes on
behalf of the Trust Account (it being expressly understood that, as set forth in Section 1(i), if there is any income tax obligation
relating to the income of the Property in the Trust Account, then, at the written instruction of the Company, the Trustee shall
make available by check or in cash for transfer by account debit or wire in the amount indicated by the Company).


 


4.   Certain Rights
Of Trustee.


 


(a)   Before the Trustee
acts or refrains from acting, it may require an Officer’s Certificate or opinion of counsel or both. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or opinion of
counsel. The Trustee may consult with counsel and the advice of such counsel or any opinion of counsel shall be full and complete
authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and
in reliance thereon.


 



    	 



    	 



    

 


(b)   The Trustee may
act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with
due care.


 


(c)   The Trustee shall
not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Agreement.


 


(d)   The Trustee shall
not be responsible for and makes no representation as to the validity or adequacy of this Agreement; it shall not be accountable
for the Company’s use of the proceeds from the Trust Account. Notwithstanding the effective date of this Agreement or anything
to the contrary contained in this Agreement, the Trustee shall have no liability or responsibility for any act or event relating
to this Agreement or the transactions related thereto which occur prior to the date of this Agreement, and shall have no contractual
obligations to the Beneficiaries until the date of this Agreement.


 


5.   No Right of Set-Off.   The
Trustee waives any right of set-off or any right, title, interest or claim of any kind that the Trustee may have against the Property
held in the Trust Account.  In the event that the Trustee has a claim against the Company under this Agreement, including,
without limitation, under Section 2(b), the Trustee will pursue such claim solely against the Company and not against the Property
held in the Trust Account.


 


6.   Termination.  This
Agreement shall terminate as follows:


 


(a)   If the Trustee gives
written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate
a successor trustee.  At such time that the Company notifies the Trustee that a successor trustee has been appointed
by the Company and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer the management of the
Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating
to the Trust Account, whereupon this Agreement shall terminate; provided, however, that, in the event that the Company
does not locate a successor trustee within [ ninety ] days of receipt of the resignation notice from the Trustee, the Trustee
may submit an application to have the Property deposited with the United States District Court for the Southern District of New
York and upon such deposit, the Trustee shall be immune from any liability whatsoever that arises due to any actions or omissions
to act by any party after such deposit; or


 


(b)   At such time that
the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of Section 1(j) hereof, and distributed
the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to
Section 2(b).


 


7.   Miscellaneous.


 


(a)   The Company and
the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons.  Each
party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such
information, or of any change in its authorized personnel.  In executing funds transfers, the Trustee will rely upon
account numbers or other identifying numbers of a Beneficiary, Beneficiary’s bank or intermediary bank, rather than names.  The
Trustee shall not be liable for any loss, liability or expense resulting from any error in an account number or other identifying
number, provided it has accurately transmitted the numbers provided.


 


(b)   This Agreement shall
be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts
of law principles that would result in the application of the substantive laws of another jurisdiction.  It may be executed
in several counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.


 



    	 



    	 



    

 


(c)   This Agreement contains
the entire agreement and understanding of the parties hereto with respect to the subject matter hereof.  This Agreement
or any provision hereof may only be changed, amended or modified by a writing signed by each of the parties hereto; provided, however,
that no such change, amendment or modification (other than to correct a typographical or similar technical error) may be made to
Sections 1(i), 1(j), 1(k), and 1(l) hereof without the consent of the holders of 80% of the IPO Shares, it being the specific intention
of the parties hereto that each holder of an IPO Share is and shall be a third-party beneficiary of this Section 7(c) with the
same right and power to enforce this Section 7(c) as any of the parties hereto.  For purposes of this Section 7(c), the
“consent of the holders of 80% of the IPO Shares” shall mean receipt by the Trustee of a certificate from an entity
certifying that either (i) the holders of record of 80% of the IPO Shares of record as of a record date established in accordance
with the applicable provisions of the Company’s Amended and Restated Memorandum and Articles of Association and British Virgin
Islands Law (“BVI Law”), have voted in favor of such amendment or modification or (ii) the holders of record of 80%
of the IPO Shares of record as of a record date established in accordance with the applicable provisions of the the Company’s
Amended and Restated Memorandum and Articles of Association and BVI Law have delivered to such entity a signed writing approving
such amendment or modification.


 


(d)   As to any claim,
cross-claim or counterclaim in any way relating to this Agreement, each party waives the right to trial by jury.


 


(e)   The parties hereto
consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of Manhattan, for
purposes of resolving any disputes hereunder.


 


(f)   Any notice, consent
or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent
by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile
transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer
& Trust Company


17 Battery Place, 8th
Floor


New York, NY 10004


Attn: Compliance Department


Fax No. (212) 509-5150


 


if to the Company, to:


 


RNK Global Development
Acquisition Corp.


Suite 101, No.26 Wen
Hua East Road


Huilongguan, Changpin
District


Beijing, People’s
Republic of China 102208


Attn: Chief Executive
Officer


Fax No.: [____________]


 


in either case with a copy
to (which shall not constitute notice):


 


Chardan Capital Markets
LLC


17 State Street, Suite
1600


New York, NY 10004


Attn: Kerry Propper


Fax No.: (646) 465-9039


 


and


 


Golenbok Eiseman Assor
Bell & Peskoe LLP


437 Madison Avenue,
40th Floor


New York, NY 10022


Attn: Andrew D. Hudders,
Esq.


Fax.: (212) 754-0330


 



    	 



    	 



    

 


and


 


Loeb & Loeb LLP


345 Park Avenue


New York, New York
10154


Attn: Mitchell S. Nussbaum,
Esq.


Fax No.: (212) 407-4990


 


(g)   This Agreement may
not be assigned by the Trustee without the prior written consent of the Company.


 


(h)   Each of the Trustee
and the Company hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement
and to perform its respective obligations as contemplated hereunder.  The Trustee acknowledges and agrees that it shall
not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in
the Trust Account under any circumstance.


 


[Signature page follows]


 



    	 



    	 



    

 


IN WITNESS WHEREOF, the parties
have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	RNK GLOBAL DEVELOPMENT ACQUISITION CORP.
	 	 
	 	By:	 
	 	Name:	Robert Koltun
	 	Title:	Chief Executive Officer


 


Investment Management Trust
Agreement


 



    	 



    	 



    

 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer &
Trust Company


17 Battery Place, 8th Floor


New York, NY 10004


Attn: Compliance Department


 


Re:           
Trust Account No. [                    ]


 


Gentlemen:


 


Pursuant to paragraph 1(i)
of the Investment Management Trust Agreement between RNK Global Development Acquisition Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2012 (“Trust Agreement”), the Company
hereby requests that you deliver to the Company $_______ of the income earned on the Property as of the date hereof. The Company
needs such funds [for working capital purposes] [to pay for the tax obligations as set forth on the attached tax return or tax
statement]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer)
such funds promptly upon your receipt of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	RNK GLOBAL DEVELOPMENT ACQUISITION CORP.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 



    	 



    	 



    

 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer &
Trust Company


17 Battery Place, 8th Floor


New York, NY 10004


Attn: Compliance Department


 


Re:           
Trust Account No. [                    ]
Termination Letter


 


Gentlemen:


 


Pursuant to Section 1(j) of
the Investment Management Trust Agreement between RNK Global Development Acquisition Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of ______, 2012 (“Trust Agreement”), this is to
advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target
Business”) to consummate an acquisition transaction with Target Business (“Acquisition Transaction”) on or about
[insert date] and has elected to grant Public Shareholders their redemption rights at the time of the consummation of the Acquisition
Transaction.  The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the
Acquisition Transaction (“Consummation Date”) and shall provide you with a certificate or affidavit [in accordance
with Section 2(e) of the Trust Agreement][verifying that a vote of shareholders is not required].  Capitalized terms
used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to commence liquidation of the Trust Account to the effect that, on the Consummation
Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company
shall direct on the Consummation Date.


 


On the Consummation Date (i)
counsel for the Company shall deliver to you written notification that (a) the Acquisition Transaction has been consummated and
[(b) the provisions of Section 11-51-302(6) and Rule 51-3.4 of the CRS have been met,] and (ii) the Company and the Representative
shall deliver to you written instructions with respect to the transfer of the funds held in the Trust Account (“Instructions”),
and (iii) the Company and the Representative shall deliver to you written instructions for delivery of the Deferred Compensation.  You
are hereby directed and authorized to transfer the funds, including the Deferred Compensation, held in the Trust Account immediately
upon your receipt of the counsel’s letter and the Instructions, in accordance with the terms of the Instructions.  Notwithstanding
the foregoing, upon verification of receipt by you of the Instruction Letter, we hereby agree and acknowledge that the Property
in the Trust Account shall be distributed as follows: (1) first, to Public Shareholders who exercised their redemption rights in
connection with the Acquisition Transaction, in an amount equal to their pro rata share of the amounts in the Trust Account as
of two business days prior to the Consummation Date (including the Deferred Compensation and accrued but undistributed income,
net of (i) taxes payable, and (ii) interest income earned previously released to the Company); (2) to the Representative by wire
transfer (or as otherwise directed by the Representative) in immediately available funds, the aggregate amount of $__________;
and (3) thereafter, to any other Beneficiary in accordance with the terms of the Instructions. In the event that certain deposits
held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same
and the Company, if the amount set forth in clause (1) shall not have been paid in full, the Company and shall issue written instructions
directing you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the
Company.  Upon the distribution of all funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall
be terminated.


 



    	 



    	 



    

 


In the event that the Acquisition
Transaction is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before
the original Consummation Date of a new Consummation Date, then the funds held in the Trust Account shall be reinvested as provided
in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice.


 


	 	Very truly yours,
	 	 
	 	RNK GLOBAL DEVELOPMENT ACQUISITION CORP.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 



    	 



    	 



    

 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer &
Trust Company


17 Battery Place, 8th Floor


New York, NY 10004


Attn: Compliance Department


 


Re:           
Trust Account No. [                    ]
Termination Letter


 


Gentlemen:


 


Pursuant to Section 1(j) of
the Investment Management Trust Agreement between RNK Global Development Acquisition Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of ______, 2012 (“Trust Agreement”), this is to
advise you that the Company entered into an agreement (“Business Agreement”) with __________________ (“Target
Business”) and consummated an acquisition transaction with Target Business (“Acquisition Transaction”) on [insert
date] and has elected to grant Public Shareholders their redemption rights following the consummation of the Acquisition Transaction
pursuant to a Post-Acquisition Tender Offer.  The Company shall notify you at least 48 hours in advance of the actual
date of the consummation of the Post-Acquisition Tender Offer (“Consummation Date”) and shall provide you with a certificate
or affidavit [in accordance with Section 2(e) of the Trust Agreement][verifying that a vote of shareholders is not required].  Capitalized
terms used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to commence liquidation of the Trust Account to the effect that, on the Consummation
Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company
shall direct on the Consummation Date.


 


On the Consummation Date (i)
counsel for the Company shall deliver to you written notification that (a) the Acquisition Transaction has been consummated [and
(b) the provisions of Section 11-51-302(6) and Rule 51-3.4 of the CRS have been met,] and (ii) the Company and the Representative
shall deliver to you written instructions with respect to the transfer of the funds held in the Trust Account (“Instructions”),
and (iii) the Company and the Representative shall deliver to you written instructions for delivery of the Deferred Compensation.  You
are hereby directed and authorized to transfer the funds, including the Deferred Compensation, held in the Trust Account immediately
upon your receipt of the counsel’s letter and the Instructions, in accordance with the terms of the Instructions.  Notwithstanding
the foregoing, upon verification of receipt by you of the Instruction Letter, we hereby agree and acknowledge that the Property
in the Trust Account shall be distributed as follows: (1) first, to Public Shareholders who exercised their redemption rights in
connection with the Post-Acquisition Tender Offer, in an amount equal to their pro rata share of the amounts in the Trust Account
as of two business days prior to the Consummation Date (including the Deferred Compensation and accrued but undistributed income,
net of (i) taxes payable, and (ii) interest income earned previously released to the Company); (2) to the Representative by wire
transfer (or as otherwise directed by the Representative) in immediately available funds, the aggregate amount of $__________;
and (3) thereafter, to any other Beneficiary in accordance with the terms of the Instructions. In the event that certain deposits
held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same
and the Company, if the amount set forth in clause (1) shall not have been paid in full, the Company and shall issue written instructions
directing you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the
Company.  Upon the distribution of all funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall
be terminated.


 



    	 



    	 



    

 


In the event that the Post-Acquisition
Tender Offer is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before
the original Consummation Date of a new Consummation Date, then the funds held in the Trust Account shall be reinvested as provided
in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice.


 


	 	Very truly yours,
	 	 
	 	RNK GLOBAL DEVELOPMENT ACQUISITION CORP.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 



    	 



    	 



    

 


EXHIBIT D


 


 [Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer &
Trust Company


17 Battery Place, 8th Floor


New York, NY 10004


Attn: Compliance Department


 


Re:           
  Trust Account No. [                    ]
Termination Letter


Gentlemen:


 


Pursuant to Section 1(j) of
the Investment Management Trust Agreement between RNK Global Development Acquisition Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2012 (“Trust Agreement”), this is
to advise you that the Board of Directors of the Company has adopted a plan of dissolution and liquidation relating to the winding
up of the affairs of the Company and liquidation of the Trust Account (as defined in the Trust Agreement). Attached hereto is a
copy of the minutes, including a copy of the plan of dissolution and liquidation, of the meeting of the Board of Directors of the
Company relating thereto, certified by an executive officer of the Company as true and correct and in full force and effect.


 


In accordance with the terms
of the Trust Agreement, we hereby [(a) certify to you that the provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado
Statute have been met and (b)] authorize you to commence liquidation of the Trust Account as part of the Company’s plan of
dissolution and distribution.  In connection with this liquidation, you are hereby authorized to establish a record date
for the purposes of determining the shareholders of record entitled to receive their per share portion of the Trust Account.  The
record date shall be within ten (10) days of the liquidation date, or as soon as thereafter as is practicable.  You will
notify the Company and ______________ (“Designated Paying Agent”) in writing as to when all of the funds in the Trust
Account will be available for immediate transfer (“Transfer Date”).  The Designated Paying Agent shall thereafter
notify you as to the account or accounts of the Designated Paying Agent that the funds in the Trust Account should be transferred
to on the Transfer Date so that the Designated Paying Agent may commence distribution of such funds in accordance with the terms
of the Trust Agreement and the Company’s Amended and Restated Certificate of Incorporation.  Upon the payment of
all the funds in the Trust Account, the Trust Agreement shall be terminated and the Trust Account closed.


 


	 	Very truly yours,
	 	 
	 	RNK GLOBAL DEVELOPMENT ACQUISITION CORP.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 



    	 



    	 



    

 


EXHIBIT E


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer &
Trust Company


17 Battery Place, 8th Floor


New York, NY 10004


Attn: Compliance Department


 


Re:           
Trust Account No. [             ]


 


Gentlemen:


 


Pursuant to paragraph 1(i)
of the Investment Management Trust Agreement between RNK Global Development Acquisition Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2012 (“Trust Agreement”), the Company
hereby requests that you deliver to the Company $_______ of the Property as of the date hereof. The Company needs such funds to
settle purchases of its units or callable Series A Shares pursuant to its 10b-5 plan. In accordance with the terms of the Trust
Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this
letter to the Company’s brokerage account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	RNK GLOBAL DEVELOPMENT ACQUISITION CORP.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 



    	 



    	 



    

 


EXHIBIT F


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer &
Trust Company


17 Battery Place, 8th Floor


New York, NY 10004


Attn: Compliance Department


 


Re:           
Trust Account No. [             ]


 


Gentlemen:


 


Pursuant to Section 1(k) of
the Investment Management Trust Agreement between RNK Global Development Acquisition Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2012 (“Trust Agreement”), this is
to advise you that the Company entered into an agreement (“Business Agreement”) with __________________ (“Target
Business”) and consummated an acquisition transaction with Target Business (“Acquisition Transaction”) on [insert
date] (the “Consummation Date”), and in connection with the Acquisition Transaction an aggregate of [_______] Series
A Shares have been converted to Series C Shares.


 


In accordance with the terms
of the Trust Agreement, we hereby [(a) certify to you that the provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado
Statute have been met and (b)] instruct you to deliver an aggregate of $[______] from the proceeds held in trust, representing
a pro rata share of the amounts in the Trust Account as of two business days prior to the Consummation Date in the Trust Account
for each Series A Share converted to Series C Shares on the Consummation Date.


 


	 	Very truly yours,
	 	 
	 	RNK GLOBAL DEVELOPMENT ACQUISITION CORP.
	 	 
	 	By:	 
	 	Name:	 
	 	Title: