SPECIMEN UNIT CERTIFICATE

          Each Unit (“Unit”) consists of one (1) share of common stock, par value $0.0001 per share (“Common Stock”), of Global Entertainment & Media Holdings Corporation, a Delaware corporation (the “Company”), and one (1) warrant (the “Warrant”) of the Company. The Warrant entitles the holder to purchase one (1) share of Common Stock for $7.50 per share (subject to adjustment as set forth in the Warrant Agreement) . The Warrant will [not be exercisable unless (i) the closing price of the Common Stock equals or exceeds $13.75 per share for any 20 trading days within a 30 trading- day period beginning one year after the consummation of an initial Business Combination (as such term is defined in the Amended and Restated Certificate of Incorporation of the Company) and (ii) there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Public Warrants (as such term is defined in the Warrant Agreement) and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Public Warrants; provided, that the Warrants will not be exercisable so long as the Public Warrants are not exercisable] ² [become exercisable on the later of (i) the Company’s consummation of an initial Business Combination and (ii)                          , 2009 [one year after the date of the final prospectus relating to the initial public offering of the Units, and will expire unless exercised before 5:00 p.m., New York City time, on                          , 2013 [five years after the date of the final prospectus relating to the initial public offering of the Units], or earlier upon redemption of the Warrants by the Company. The Common Stock and Warrants comprising the Units represented by this certificate are not transferable separately until five business days (or as soon as practicable thereafter) following the earlier to occur of the expiration of the underwriter’s over-allotment option in connection with the Company’s initial public offering (the “IPO”) or the exercise in full of such underwriter’s over-allotment. Further, in no event will the separate trading of the Common Stock and the Warrants comprising the Units represented by this certificate begin until the Company has filed a Current Report on Form 8-K with the Securities and Exchange Commission, which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of its IPO and any proceeds received by the Company from the exercise of the underwriter’s over-allotment option, and having issued a press release announcing when such separate trading will begin.]³ [The Common Stock and Warrants comprising the Units represented by this certificate are separately transferable immediately. ]⁴ The terms of the Warrant are governed by the Warrant Agreement and are subject to the terms and provisions contained therein, all of which

2. Include in initial units.

3. Include in public units.

4. Include in initial units.

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