X0306 4 2012-08-06 0 0001506744 RLJ Acquisition, Inc. RLJA 0001512917 RLJ SPAC Acquisition, LLC 3 BETHESDA METRO CENTER SUITE 1000 BETHESDA MD 20814 0 0 1 0 Common Stock, par value $0.001 per share. 2012-08-06 4 P 0 80000 9.92 A 3558750 D Common Stock, par value $0.001 per share. 2012-08-06 4 P 0 95000 9.94 A 3653750 D Common Stock, par value $0.001 per share. 2012-08-06 4 P 0 25000 9.95 A 3678750 D A portion of the shares in an amount equal to 2.5% of the Issuer's issued and outstanding shares immediately after the date of its initial public offering are subject to forfeiture in the event the last sales price of the Issuer's stock does not equal or exceed $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for at least one period of 20 trading days within any 30-trading day period within 12 months following the closing of the Issuer's initial business combination. An additional portion of the shares in an amount equal to 2.5% of the Issuer's issued and outstanding shares immediately after the date of its initial public offering are subject to forfeiture in the event the last sales price of the Issuer's stock does not equal or exceed $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for at least one period of 20 trading days within any 30-trading day period between 12 and 24 months following the closing of the Issuer's initial business combination. Approximately 15% of these shares may be deemed to be beneficially owned by certain employees of The RLJ Companies, LLC pursuant to certain long-term incentive and other arrangements. /s/ Alan Annex, attorney in fact 2012-08-08