SPECIMEN SERIES A SHARE CERTIFICATE


 


	NUMBER	SHARES


_________A


 


RNK GLOBAL DEVELOPMENT ACQUISITION
CORP.


 


INCORPORATED UNDER THE LAWS
OF THE BRITISH VIRGIN ISLANDS


 


SERIES A SHARES


 


SEE REVERSE FOR


CERTAIN DEFINITIONS


 


	THIS CERTIFIES THAT	CUSIP ____________
	 	 
	IS THE OWNER OF	 


 


FULLY PAID AND NON-ASSESSABLE
ORDINARY SHARES OF


THE PAR VALUE OF $0.0001 EACH
OF


RNK GLOBAL DEVELOPMENT ACQUISITION
CORP.


 


transferable in accordance
with the Articles of Association of the Company, as amended.  Capitalized terms not otherwise defined shall have the
meanings assigned to them in the Company’s Amended and Restated Memorandum and Articles of Association.  The Series
A Shares will be automatically consolidated with all other classes of the Company’s Ordinary Shares upon consummation of
its initial Acquisition Transaction, provided that the Company has not elected to grant its public shareholders their redemption
rights by means of a Post-Acquisition Tender Offer, in which case the Series A
Shares will automatically be converted to Series B Shares immediately following consummation of the Acquisition Transaction.  Public
shareholders who hold Series B Shares will be entitled to participate in the Post-Acquisition Transaction Tender Offer by tendering
their Series B Shares in accordance with the instructions included in the Schedule TO and related tender offer documents to be
filed with the SEC. The Series B Shares will be automatically consolidated
with all other classes of the Company’s Ordinary Shares upon consummation of its Post-Acquisition Tender Offer. The Company
will be forced to liquidate if it is unable to complete an Acquisition Transaction by ________, all as more fully described in
the Company’s final prospectus dated _______, 2012.  This certificate is not valid unless countersigned by the
Transfer Agent and registered by the Registrar.  Witness the seal of the Company and the facsimile signatures of its
duly authorized officers.


 


Dated:


 


	 	 	 
	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 shareholder who so requests the powers, designations, preferences and relative, participating, optional or other
special rights of each class of share or series thereof of the Company and the qualifications, limitations, or restrictions of
such preferences and/or rights.  This certificate and the shares represented thereby are issued and shall be held subject
to all the provisions of the Amended and Restated Memorandum and Articles of Association of the Company and all amendments thereto
and resolutions of the Board of Directors providing for the issue of Series A Shares (copies of which may be obtained from the
secretary of the Corporation), 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 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)
	 
	 
	 	shares represented by the
	within Certificate, and do hereby irrevocably constitute and appoint
	 	Attorney to transfer the
	said share on the books of the within named Corporation will full power of substitution in the premises.


 


	Dated	 	 	 


 

 



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	 	 	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.


 



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