[Form of
Warrant Certificate]

    


    [FACE]

    


    
      	
              Number

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Warrants

            	 
      	 
      


    

    


    THIS
WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO

    THE EXPIRATION OF THE EXERCISE PERIOD
PROVIDED FOR IN THE

    WARRANT AGREEMENT DESCRIBED
BELOW

    RLJ
ACQUISITION, INC.

    


    Incorporated Under the Laws of the
State of Nevada

    CUSIP           
          

    


    Warrant
Certificate

    


    This Warrant
Certificate certifies that        
                      
           , or
registered assigns, is the registered holder of              
        warrants (the “Warrants”)
to purchase shares of Common Stock, $.001 par value (the “Common
Stock”), of RLJ Acquisition, Inc., a Nevada corporation (the “Company”).  Each
Warrant entitles the holder, upon exercise during the period set forth in the
Warrant Agreement referred to below, to receive from the Company that number of
fully paid and nonassessable shares of the Common Stock (each, a “Warrant”)
as set forth below, at the exercise price (the “Exercise
Price”) as determined pursuant to the Warrant Agreement, payable in
lawful money (or through “cashless exercise” if permitted by the Warrant
Agreement) of the United States of America upon surrender of this Warrant
Certificate and payment of the Exercise Price at the office or agency of the
Warrant Agent referred to below, subject to the conditions set forth herein and
in the Warrant Agreement. Defined terms used in this Warrant Certificate but not
defined herein shall have the meanings given to them in the Warrant
Agreement.

    


    Each
Warrant is initially exercisable for one fully paid and non-assessable share of
the Common Stock. The number of the Warrants issuable upon exercise of the
Warrants is subject to adjustment upon the occurrence of certain events set
forth in the Warrant Agreement.

    


    The
initial Exercise Price per share of the Common Stock for any Warrant is equal to
$12.00 per share. The Exercise Price is subject to adjustment upon the
occurrence of certain events set forth in the Warrant Agreement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

        

    

    Subject
to the conditions set forth in the Warrant Agreement, the Warrants may be
exercised only during the Exercise Period and to the extent not exercised by the
end of such Exercise Period, such Warrants shall become void.

    


                    Reference
is hereby made to the further provisions of this Warrant Certificate set forth
on the reverse hereof and such further provisions shall for all purposes have
the same effect as though fully set forth at this place.

    


                    This
Warrant Certificate shall not be valid unless countersigned by the Warrant
Agent, as such term is used in the Warrant Agreement.

    


                    This
Warrant Certificate shall be governed and construed in accordance with the
internal laws of the State of New York, without regard to conflicts of laws
principles thereof.

    


    
      	 
      	
              RLJ
      ACQUISITION, INC.

            


    

    


    
      
        	 
      	
                By:

              	
                 
           

              
	 
      	 
      	
                 
           

              
	 
      	
                Name:

              	
                 
         

              
	 
      	
                Title:

              	
                 
         

              


      

    

    


    
      	 
      	
              CONTINENTAL
      STOCK TRANSFER & TRUST

              COMPANY,
      as Warrant Agent

            


    

    


    
      
        	 
      	
                By:

              	
                 
           

              
	 
      	
                Name:

              	
                 
           

              
	 
      	
                Title:

              	
                 
           

              
	 
      	
                 
       

              	
                 
           

              
	 
      	
                Authorized
      Signatory    

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [Form of
Warrant Certificate]

    


    [Reverse]

    


              The
Warrants evidenced by this Warrant Certificate are part of a duly authorized
issue of Warrants entitling the holder on exercise to receive shares of the
Common Stock and are issued or to be issued pursuant to a Warrant Agreement
dated as of             
        , 2011 (the “Warrant
Agreement”), duly executed and delivered by the Company to Continental
Stock Transfer & Trust Company, a New York corporation, as warrant agent
(the “Warrant
Agent”), which Warrant Agreement is hereby incorporated by reference in
and made a part of this instrument and is hereby referred to for a description
of the rights, limitation of rights, obligations, duties and immunities
thereunder of the Warrant Agent, the Company and the holders (the words “holders”
or “holder”
meaning the Registered Holders or Registered Holder) of the Warrants. A copy of
the Warrant Agreement may be obtained by the holder hereof upon written request
to the Company. Defined terms used in this Warrant Certificate but not defined
herein shall have the meanings given to them in the Warrant
Agreement.

    


              Warrants
may be exercised at any time during the Exercise Period set forth in the Warrant
Agreement. The holder of Warrants evidenced by this Warrant Certificate may
exercise them by surrendering this Warrant Certificate, with the form of
election to purchase set forth hereon properly completed and executed, together
with payment of the Exercise Price as specified in the Warrant Agreement (or
through “cashless exercise” if permitted by the Warrant Agreement) at the
principal corporate trust office of the Warrant Agent. In the event that upon
any exercise of Warrants evidenced hereby the number of Warrants exercised shall
be less than the total number of Warrants evidenced hereby, there shall be
issued to the holder hereof or his, her or its assignee, a new Warrant
Certificate evidencing the number of Warrants not exercised. No adjustment shall
be made for any dividends on any of the Common Stock issuable upon exercise of
this Warrant.

    


              Notwithstanding
anything else in this Warrant Certificate or the Warrant Agreement, no Warrant
may be exercised unless at the time of exercise (i) a registration
statement covering the shares of Common Stock to be issued upon exercise is
effective under the Securities Act of 1933 and (ii) a prospectus thereunder
relating to the shares of Common Stock is current, except through “cashless
exercise” if permitted by the Warrant Agreement.

    


              The
Warrant Agreement provides that upon the occurrence of certain events the number
of the Warrants set forth on the face hereof may, subject to certain conditions,
be adjusted. If, upon exercise of a Warrant, the holder thereof would be
entitled to receive a fractional interest in a share of the Common Stock, the
Company shall, upon exercise, round up to the nearest whole number of shares of
the Common Stock to be issued to the holder of the Warrant.

    


              Warrant
Certificates, when surrendered at the principal corporate trust office of the
Warrant Agent by the Registered Holder thereof in person or by legal
representative or attorney duly authorized in writing, may be exchanged, in the
manner and subject to the limitations provided in the Warrant Agreement, but
without payment of any service charge, for another Warrant Certificate or
Warrant Certificates of like tenor evidencing in the aggregate a like number of
Warrants.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

              Upon
due presentation for registration of transfer of this Warrant Certificate at the
office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of
like tenor and evidencing in the aggregate a like number of Warrants shall be
issued to the transferee(s) in exchange for this Warrant Certificate, subject to
the limitations provided in the Warrant Agreement, without charge except for any
tax or other governmental charge imposed in connection therewith.

     


              The
Company and the Warrant Agent may deem and treat the Registered Holder(s)
thereof as the absolute owner(s) of this Warrant Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the
purpose of any exercise hereof, of any distribution to the holder(s) hereof, and
for all other purposes, and neither the Company nor the Warrant Agent shall be
affected by any notice to the contrary. Neither the Warrants nor this Warrant
Certificate entitles any holder hereof to any rights of a stockholder of the
Company.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Election
to Purchase

    


    (To Be
Executed Upon Exercise of Warrant)

    


              The
undersigned hereby irrevocably elects to exercise the right, represented by this
Warrant Certificate, to receive            
          shares of the
Common Stock and herewith tenders payment for such shares to the order of RLJ
Acquisition, Inc. (the “Company”)
in the amount of $       
             
in accordance with the terms hereof. The undersigned requests that a certificate
for such shares be registered in the name of             
              
              ,
whose address is          
                   
            
and that such shares be delivered to             
                
            
whose address is          
                     
                     
          . If said
number of shares is less than all of the shares of the Common Stock purchasable
hereunder, the undersigned requests that a new Warrant Certificate representing
the remaining balance of such shares be registered in the name of             
                  
          , whose
address is         
                   
             ,
and that such Warrant Certificate be delivered to             
              
              ,
whose address is               
              
            .

    


              In
the event that the Warrant has been called for redemption by the Company
pursuant to Section 6 of the
Warrant Agreement and the Company has required cashless exercise pursuant to
Section 6.3 of
the Warrant Agreement, the number of shares that this Warrant is exercisable for
shall be determined in accordance with subsection 3.3.1(b)
and Section 6.3
of the Warrant Agreement.

    


              In
the event that the Warrant is a Sponsor Warrant that is to be exercised on a
“cashless” basis pursuant to subsection 3.3.1(c)
of the Warrant Agreement, the number of shares that this Warrant is exercisable
for shall be determined in accordance with subsection 3.3.1(c)
of the Warrant Agreement.

    


              In
the event that the Warrant is to be exercised on a “cashless” basis pursuant to
Section 7.4 of
the Warrant Agreement, the number of shares that this Warrant is exercisable for
shall be determined in accordance with Section 7.4 of
the Warrant Agreement.

    


              In
the event that the Warrant (as such term is defined in the Warrant Agreement)
may be exercised, to the extent allowed by the Warrant Agreement, through
cashless exercise (i) the number of shares that this Warrant is exercisable
for would be determined in accordance with the relevant section of the
Warrant Agreement which allows for such cashless exercise and
(ii) the holder hereof shall complete the following: The undersigned hereby
irrevocably elects to exercise the right, represented by this Warrant
Certificate, through the cashless exercise provisions of Section __ of the
Warrant Agreement, to receive shares of the Common Stock. If said number of
shares is less than all of the shares of the Common Stock purchasable hereunder
(after giving effect to the cashless exercise), the undersigned requests that a
new Warrant Certificate representing the remaining balance of such shares be
registered in the name of _____________, whose address is ____________________,
and that such Warrant Certificate be delivered to ______________________, whose
address is           
                     
         .

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        
          
            
              	
                      Date:
                
                        
                  ,
      20___

                    	 
      	
                         
      

                    	 
      	 
      
	 
      	 
      	
                       (Signature)

                    	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                       
      

                    	 
      	 
      
	 
      	 
      	
                       (Address)

                    	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        
      

                    	 
      	 
      
	 
      	 
      	
                       (Tax
      Identification Number)

                    	 
      	 
      


            

          

        

      

    

     


    Signature
Guaranteed:

     

    THE
SIGNATURE(S) SHOULD 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).