SPECIMEN CLASS B SHARE CERTIFICATE

NUMBER SHARES 

_________B

CIS ACQUISITION LTD.

INCORPORATED UNDER THE LAWS OF THE BRITISH VIRGIN ISLANDS

CLASS B SHARES

SEE REVERSE FOR

CERTAIN DEFINITIONS

THIS CERTIFIES THAT	CUSIP ____________
IS THE OWNER OF

FULLY PAID AND NON-ASSESSABLE CLASS B SHARES OF

THE PAR VALUE OF $0.0001 EACH OF

CIS ACQUISITION LTD.

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 Class B Shares will be entitled to participate in a Post-Acquisition Tender Offer by tendering their Class B Shares in accordance with the instructions included in the Schedule TO and related tender offer documents to be filed with the SEC.  The Class 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 ________, or if it is unable to commence or complete a Post-Acquisition Tender Offer by ________ or _________ respectively, all as more fully described in the Company’s final prospectus dated _______, 2012. Public shareholders who hold Series B Shares will have their shares of Class 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

CIS ACQUISITION LTD.

CORPORATE

SEAL 2012

BRITISH VIRGIN ISLANDS

CIS ACQUISITION LTD.

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 Class 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) liquidation of the trust account upon a failure to commence or consummate 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 a Post-Acquisition Tender Offer 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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