UNITS

Each Unit (“Unit”) consists of one (1) share of common stock, par value $.0001 per share (“Common Stock”), of Trio Merger Corp., a Delaware corporation (the “Company”), and one (1) warrant (the “Warrants”).  Each Warrant entitles the holder to purchase one (1) share of Common Stock for $7.50 per share (subject to adjustment).  Each Warrant will become exercisable on the Company’s completion of an initial merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities (a “Business Combination”) and will expire unless exercised before 5:00 p.m., New York City Time, three years after the completion of a Business Combination, or earlier upon redemption (the “Expiration Date”).  The Common Stock and Warrants comprising the Units represented by this certificate are not transferable separately prior to the ninetieth day after the date of the prospectus relating to the Company’s initial public offering.  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 seal of the Company and the facsimile signatures of its duly authorized officers.