RLJ ACQUISITION,
INC.

    UNITS CONSISTING OF ONE SHARE OF
COMMON STOCK AND ONE WARRANT TO

    PURCHASE ONE SHARE OF COMMON
STOCK

    


    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.

     

    
      
        
          	 
      	 
      	 
      
	
                  Secretary

                	 
      	
                  President

                


        

      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    RLJ Acquisition,
Inc.

    


         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:

    
      
        
          
            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                    TEN
      COM

                  	 
      	
                    —

                  	 
      	
                    as
      tenants in common

                  	 
      	
                    UNIF
      GIFT MIN ACT

                  	 
      	
                    —

                  	 
      	
                                        
      Custodian                     

                  
	
                    TEN
      ENT

                  	 
      	
                    —

                  	 
      	
                    as
      tenants by the entireties

                  	 
      	 
      	 
      	 
      	 
      	
                          (Cust)
                                    
      (Minor)

                    under
      Uniform Gifts to Minors

                  
	
                    JT
      TEN

                  	 
      	
                    —

                  	 
      	
                    as
      joint tenants with right of survivorship and not as tenants in
      common

                  	 
      	 
      	 
      	
                    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)

     


      
        

      

    

                                                                                
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.

    


    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).