SPECIMEN
WARRANT CERTIFICATE

    


    
      
        	
                NUMBER

              	
                WARRANTS

              


      

    

    __________-

     

    (SEE
REVERSE SIDE FOR LEGEND)

    THIS
WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.

    NEW YORK
CITY TIME, __________, 2016

     

    PRIME
ACQUISITION CORP.

     

    CUSIP
__________

     

    WARRANT

    This
Warrant Certificate certifies that ________________________, or registered
assigns, is the registered holder of __________ warrants (the “Warrants”) to
purchase ordinary shares, $0.001 par value (the “Ordinary Shares”), of Prime
Acquisition Corp., a Cayman Islands exempted company (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 Ordinary Shares (each, a
“Warrant Share”) as set forth below at the exercise price (the “Exercise Price”)
as determined pursuant to the Warrant Agreement payable in lawful money 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, but only
subject to the conditions set forth herein and in the Warrant
Agreement.

     

    Each
Warrant is initially exercisable for one Ordinary Share.  The number
of Warrant Shares issuable upon exercise of the Warrants are subject to
adjustment upon the occurrence of certain events set forth in the Warrant
Agreement.

     

    The
initial Exercise Price per Ordinary Share for any Warrant is equal to $7.50 per
share.  The Exercise Price is subject to adjustment upon the
occurrence of certain events set forth in the Warrant Agreement.

     

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

     

    The
Company reserves the right to redeem the Warrant, in whole and not in part, at
any time prior to its exercise, with a notice of redemption in writing to the
holders of record of the Warrant, giving 30 days’ notice of such call at any
time after the Warrant becomes exercisable if (i) the last sale price of the
Ordinary Shares has been at least $15.00 per share on each of 20 trading days
within any 30 trading day period ending on the third business day prior to the
date on which notice of such redemption is given and (ii) at all times between
the date of such notice of redemption and the redemption date a registration
statement is in effect covering the Warrant Shares issuable upon exercise of the
Warrants and a current prospectus relating to those Warrant Shares is available.
The redemption price of the Warrants shall be $.01 per Warrant. Any Warrant
either not exercised or tendered back to the Company by the end of the date
specified in the notice of redemption shall be cancelled on the books of the
Company and have no further value except for the $.01 redemption
price.

     

    Founders’
Warrant

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    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

     

    
      
        
          
            
              
                
                  	 
      	
                          PRIME
      ACQUISITION CORP.

                        
	 	 
	 
      	
                          By:

                        	 
      
	 
      	
                          Name:
      William Tsu-Cheng Yu

                        
	 
      	
                          Title:
      President

                        
	 	 
	 
      	
                          By:

                        	 
      
	 
      	
                          Name:

                        
	 
      	
                          Title:
      Secretary

                        


                

              

            

          

        

      

    

     

    Countersigned:

    Dated:
________, 20__

    AMERICAN STOCK TRANSFER & TRUST
COMPANY,

    as
Warrant Agent

     

    By _______________________ Authorized
Signatory


    
      
         


      

      
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    [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 ordinary shares,
par value $0.001 per share, of the Company (the “Ordinary Shares”), 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 American Stock Transfer & Trust Company, a [____], 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 Warrant 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 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
assignee a new Warrant Certificate evidencing the number of Warrants not
exercised.  No adjustment shall be made for any dividends on any
Ordinary Shares issuable upon exercise of this Warrant.

     

    The
Warrant Agreement provides that upon the occurrence of certain events the number
of Warrant Shares set forth on the face hereof may, subject to certain
conditions, be adjusted.  No fractions of an Ordinary Share will be
issued upon the exercise of any Warrant, but the Company will pay the cash value
thereof determined as provided in the Warrant Agreement.

     

    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.


    
      
         


      

      
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    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 __________ Ordinary Shares and herewith tenders
payment for such shares to the order of Prime Acquisition Corp. 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 Ordinary Shares 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 __________________.

     

    Signature:
_______________________

     

    Date:  _____________,
20__

     

    Signature
Guaranteed:  _________________


    
      
         


      

      
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    LEGEND
FOR FOUNDERS’ WARRANTS

     

    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING THE ORDINARY SHARES OF THE
COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES) HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND
MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE
SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.  IN
ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
TRANSFER RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN AND
UNDER AN ESCROW AGREEMENT TO BE EXECUTED BY THE COMPANY AND THE FOUNDING
SHAREHOLDERS (AS DEFINED THEREIN) AND ARE SUBJECT TO REDEMPTION IN CERTAIN
CIRCUMSTANCES.

     

    SECURITIES
EVIDENCED BY THIS CERTIFICATE AND ORDINARY SHARES OF THE COMPANY ISSUABLE UPON
EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A
REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

     

    No. _____
_______ Warrants


    
      
         


      

      
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