NUMBER

      


      
        
          
            	 
      	 
      	
                    SHARES

                    SEE
      REVERSE FOR

                    CERTAIN
      DEFINITIONS

                    CUSIP
      ___________ 

                  


          

        

      

      RLJ
ACQUISITION, INC.

      INCORPORATED
UNDER THE LAWS OF THE STATE OF NEVADA

      COMMON STOCK

      
        
          	
                  This Certifies that

                	 
      	 
      
	 
      	 
      	 
      
	
                  is
      the owner of

                	 
      	 
      


        

      

      


      FULLY
PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.001 EACH OF THE COMMON
STOCK OF

      RLJ
ACQUISITION, INC.

      (THE
“CORPORATION”)

      transferable
on the books of the Corporation by the holder hereof in person or by duly
authorized attorney upon surrender of this certificate properly
endorsed.

      The
Corporation will be forced to redeem all of its shares of common stock and
liquidate if it is unable to complete a business combination by               ,201_
[TWENTY-ONE MONTHS FROM THE DATE OF THE CLOSING OF THE CORPORATION’S INITIAL
PUBLIC OFFERING], or by ________, 201_ [TWENTY-SEVEN MONTHS FROM THE DATE OF THE
CLOSING OF THE CORPORATION’S INITIAL PUBLIC OFFERING] if the Corporation
executes a letter of intent, agreement in principle or definitive agreement
relating to a proposed initial business combination by               ,201_
[TWENTY-ONE MONTHS FROM THE DATE OF THE CLOSING OF THE CORPORATION’S INITIAL
PUBLIC OFFERING], all as more fully described in the Corporation’s final
prospectus dated              ,
2011.

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

           Witness
the seal of the Corporation and the facsimile signatures of its duly authorized
officers.

        

      
        
          
            
              	 
      	 
      	
                      [Corporate

                      Seal] 

                    	 
      	 
      
	
                      Secretary

                    	 
      	
                      Nevada

                    	 
      	
                      President

                    


            

          

        

      

        

      
        
           


        

        
           


          
            

          

        

        
           


        

      

        

      RLJ ACQUISITION,
INC.

           The
Corporation will furnish without charge to each stockholder who so requests the
powers, designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof of the Corporation and
the qualifications, limitations, or restrictions of such preferences and/or
rights. This certificate and the shares represented hereby are issued and shall
be held subject to all the provisions of the Articles of Incorporation and all
amendments thereto and resolutions of the Board of Directors providing for the
issue of securities (copies of which may be obtained from the secretary of the
Corporation), to all of which the holder of this certificate by acceptance
hereof assents. 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)

                                              
	
                                                JT
      TEN

                                              	
                                                —

                                              	 
      	
                                                as
      joint tenants with right

                                              	 
      	 
      	 
      	
                                                under Uniform Gifts to Minors

                                              
	 
      	 
      	 
      	
                                                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 sells, assigns and
transfers unto

       

      (PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF
ASSIGNEE(S))

       

      


      (PLEASE
PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF
ASSIGNEE(S))

       
 

      
        

      

                                                                       
Shares of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint____________________________  Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.

      Dated:

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      NOTICE:
THE SIGNATURE(S) 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:

      By

       

      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).

      In each
case, as more fully described in the Corporation’s final prospectus dated
______, 2011, the holder(s) of this certificate shall be entitled to receive a
pro-rata portion of funds from the trust account only in the event that the
Corporation redeems the shares of Common Stock sold in its initial public
offering and liquidates because it does not consummate an initial business
combination by ___, 201_ [TWENTY-ONE MONTHS FROM THE DATE OF THE CLOSING OF THE
CORPORATION’S INITIAL PUBLIC OFFERING], or by ________, 201_ [TWENTY-SEVEN
MONTHS FROM THE DATE OF THE CLOSING OF THE CORPORATION’S INITIAL PUBLIC
OFFERING] if the Corporation executes a letter of intent, agreement in principle
or definitive agreement relating to a proposed initial business combination by
              ,201_
[TWENTY-ONE MONTHS FROM THE DATE OF THE CLOSING OF THE CORPORATION’S INITIAL
PUBLIC OFFERING], or if the holder(s) seek(s) to redeem for cash his, her or its
respective shares of Common Stock in connection with a tender offer (or proxy
solicitation, solely in the event the Corporation seeks stockholder approval of
the proposed initial business combination) setting forth the details of a
proposed initial business combination. In no other circumstances shall the
holder(s) have any right or interest of any kind in or to the trust
account.