SPECIMEN
UNIT CERTIFICATE

     

    
      
        	
                NUMBER

              	
                UNITS

              
	
                U-___________

              	 
      


      

    

     

    SEE
REVERSE FOR

    CERTAIN

    DEFINITIONS

    PRIME
ACQUISITION CORP.

     

     CUSIP
___________

     

    UNITS
CONSISTING OF ONE ORDINARY SHARE AND ONE-HALF OF A WARRANT,

    EACH FULL
WARRANT TO PURCHASE ONE ORDINARY SHARE

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            THIS CERTIFIES THAT   

                                          	 
      	 
      
	
                                            is the owner of   

                                          	 
      	 
      	
                                            Units.

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Each Unit
(“Unit”) consists of one (1) ordinary share, par value $0.001 per share
(“Ordinary Share”), of PRIME ACQUISITION CORP., a Cayman Islands corporation
(the “Company”), and one-half of a warrant (the “Warrant”). Each full Warrant
entitles the holder to purchase one (1) Ordinary Share for $7.50 per share
(subject to adjustment).  Each Warrant will become exercisable on the
later of (i) the Company’s completion of an initial business combination with
one or more target businesses and (ii) ____________, 2011 [ONE YEAR FROM THE
DATE OF THE IPO PROSPECTUS], and will expire unless exercised before 5:00 p.m.,
New York City Time, on ____________, 2016, or earlier upon redemption (the
“Expiration Date”). The Ordinary Shares and Warrants comprising the Units represented by this
certificate will begin separate trading 90 days after the date of the prospectus
covering these securities (the “Prospectus”) or the announcement by the
underwriters of the Company’s initial public offering of the decision to allow
earlier trading; provided, however, in no event will the representative allow
separate trading of the Ordinary Shares and Warrants until the Company files an
audited balance sheet with the Securities and
Exchange Commission reflecting
the Company’s receipt of the gross proceeds of the offering and issues a press release announcing when such
separate trading will begin.  The terms of the Warrants are
governed by a Warrant Agreement, dated as of _______, 2011, between the Company
and American 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 ____________________, 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.  This Unit
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.

     

    Witness
the facsimile seal of the Company and the facsimile signature of its duly
authorized officers.

     

    
      
        
          
            
              
                
                  	
                          By

                        	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                          Chief
      Executive Officer

                        	
                            

                        	
                          Secretary

                        


                

              

            

          

        

      

    

     

    PRIME
ACQUISITION CORP.

    CORPORATE

    SEAL

    2010

    CAYMAN
ISLANDS


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    PRIME
ACQUISITION CORP.

     

    The
Company will furnish without charge to each shareholder 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

    

    
      TEN
ENT  -  as tenants by the entireties

    

    
      JT
TEN  -  as joint tenants with right of survivorship and not
as tenants in common

       

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	
                                                    UNIF
      GIFT MIN ACT -

                                                  	 	 
      	
                                                    Custodian

                                                  	 
      	 
	 
      	
                                                    (Cust)

                                                  	 
      	
                                                    (Minor)

                                                  	 
	 
      	
                                                    under
      Uniform Gifts to Minors

                                                  	 
	 
      	
                                                    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 will 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.

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    
 

    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).

                


        

      

    

     

    The
holder of this certificate shall be entitled to receive funds from the trust
account only in the event of (i) the Company’s liquidation upon a failure to
consummate a business combination or (ii) upon a business combination which is
actually completed by the Company.  In no other circumstances shall
the holder have any right or interest of any kind in or to the trust
account.


    
      
         


      

      
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