RLJ ACQUISITION,INC. UNITS CONSISTING OF ONE SHARE OFCOMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMONSTOCK

THIS CERTIFIES THAT                                                                                                      is the owner of                                                                                                 Units.

Each Unit (“Unit”) consists of one (1) share of common stock, par value $0.001 per share (“Common Stock”), of RLJ Acquisition, Inc., a Nevada corporation (the “Company”), and one warrant (the “Warrants”). Each Warrant entitles the holder to purchase one (1) share (subject to adjustment) of Common Stock for $12.00 per share (subject to adjustment). Each Warrant will become exercisable on the later of (i) thirty (30) days after the Company’s completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (each a “Business Combination”), or (ii) twelve (12) months from the closing of Company’s initial public offering, and will expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, or earlier upon redemption or liquidation (the “Expiration Date”).  The Common Stock and Warrants comprising the Units represented by this certificate are not transferable separately prior to                     , 20___, unless Lazard Capital Markets LLC elects to allow separate trading earlier, subject to the Company’s filing of a current Report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the offering and issuing a press release announcing when separate trading will begin. The terms of the Warrants are governed by a Warrant Agreement, dated as of                     , 2011, between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 17 Battery Place, New York, New York 10004, and are available to any Warrant holder on written request and without cost.

     This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.

     Witness the facsimile signature of its duly authorized officers.

 

 

     The Company will furnish without charge to each stockholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights.

     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:

     For value received,                                          hereby sell, assign and transfer unto                                          

PLEASE INSERT SOCIAL SECURITY OR

                     OTHER

IDENTIFYING NUMBER OF ASSIGNEE

 

                                                                             Units represented by the within Certificate, and do hereby irrevocably constitute and appoint                                                                                                                           Attorney to transfer the said Units on the books of the within named Company with full power of substitution in the premises.