SPECIMEN
ORDINARY SHARE CERTIFICATE

     

    
      
        	
                NUMBER

              	
                SHARES

              
	
                ___________
      C

              	 
      


      

    

     

    
      PRIME
ACQUISITION CORP.

       

      INCORPORATED
UNDER THE LAWS OF THE CAYMAN ISLANDS

       

      ORDINARY
SHARE

       

    

    SEE
REVERSE FOR

    CERTAIN DEFINITIONS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  THIS CERTIFIES THAT

                                                	 
      	
                                                  CUSIP
      ___________

                                                
	
                                                   

                                                  IS
      THE OWNER OF

                                                	 
      	
                                                   

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      FULLY
PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF

      $0.001
EACH OF THE ORDINARY SHARE OF

       

      PRIME
ACQUISITION CORP.

       

      transferable
on the books of the Company in person or by duly authorized

       attorney
upon surrender of this certificate properly endorsed.  The Company
will

      be forced
to liquidate if it is unable to complete a business combination by

      _________
or________, all as more fully described in the Company’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
Company and the facsimile signatures of its duly authorized
officers.

       

      Dated:

    

     

    
      
        
          
            
              
                
                  
                    
                      	 
      	 
      	 
      
	
                              Chief
      Executive Officer

                            	
                                

                            	
                              Secretary

                            


                    

                  

                

              

            

          

        

      

    

     

    PRIME
ACQUISITION CORP.

    CORPORATE

    SEAL
2011

    CAYMAN
ISLANDS


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    PRIME
ACQUISITION CORP.


    
       

      The
Company will furnish without charge to each shareholder who so requests the
powers, designations, preferences and relative, participating, optional or other
special rights of each class of share or series thereof of the Company and the
qualifications, limitations, or restrictions of such preferences and/or
rights.  This certificate and the shares represented thereby are
issued and shall be held subject to all the provisions of the Articles of
Association and all amendments thereto and resolutions of the Board of Directors
providing for the issue of shares of Preferred Shares (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

    
      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)

                                                                      
	 	 	 
      
	 	 	 
      
	 	 	 
      	
                                                                        shares

                                                                      


                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                    
                                      
                                        
                                          	
                                                  
                                                    of
      the capital stock represented by the within Certificate, and do hereby
      irrevocably constitute and appoint

                                                  

                                                
	 
      	
                                                  Attorney

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    to
transfer the said share on the books of the within named Corporation will
full power of substitution in the premises.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	Dated	 	 	 


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      
        
          	 
      	 
      	 	
                  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).

                  


          

        

      

    

     

    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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