SPECIMEN SERIES B SHARE CERTIFICATE


 


	NUMBER	SHARES 


_________B


 


RNK GLOBAL DEVELOPMENT ACQUISITION
CORP.


 


INCORPORATED UNDER THE LAWS
OF THE BRITISH VIRGIN ISLANDS


 


SERIES B 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.  Public
shareholders who hold Series B Shares will be entitled to participate in a 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. Public
shareholders who hold Series B Shares will have their Series B Shares automatically converted into the right to receive a pro rata
portion of the Trust Account in the event of such liquidation. 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 shares 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 B 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.


 



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	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.


 



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