NUMBER

                    __________-U

                  	 
      	
                    UNITS

                  
	 	 	 
	
                    SEE
      REVERSE FOR

                    CERTAIN
      DEFINITIONS

                  	
                    GSME
      ACQUISITION PARTNERS I

                  	 
      


          

        

      

    

    


    CUSIP
G4161R 126

    


    UNITS
CONSISTING OF ONE ORDINARY SHARE AND ONE 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 $.001 per share
(“Ordinary Share”), of GSME Acquisition Partners I, a Cayman Islands corporation
(the “Company”), and one (1) warrant (the “Warrants”).  Each Warrant
entitles the holder to purchase one (1) Ordinary Share for $11.50 per share
(subject to adjustment).  Each Warrant will become exercisable on the
Company’s completion of a merger, capital stock exchange, asset acquisition or
other similar business combination and will expire unless exercised before 5:00
p.m., New York City Time, on __________, 2014, or earlier upon redemption (the
“Expiration Date”).  The Ordinary Shares and Warrants comprising the
Units represented by this certificate are not transferable separately prior to
__________, 2009, subject to earlier separation in the discretion of Cohen &
Company Securities, LLC; provided, however, that in no event shall separate
trading occur prior to the exercise in full, or expiration, of the underwriters’
over-allotment option in the Company’s initial public offering.  The
terms of the Warrants are governed by a Warrant Agreement, dated as of
__________, 2009, between the Company and Continental 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 17 Battery Place, New York, New
York 10004, 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.

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

    


    By

    


    
      
        
          
            
              	
                      ____________________________________

                      Chairman
      of the Board

                    	 
      	
                      

                    	 
      	
                      ____________________________________

                      Secretary

                    


            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    GSME
Acquisition Partners I

     

    The Company will furnish without charge
to each stockholder 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

                        	 
      	
                          UNIF
      GIFT MIN ACT - _____ Custodian ______

                        
	
                          TEN
      ENT –

                        	
                          as
      tenants by the entireties

                        	 
      	
                            
      (Cust)                  
        (Minor)

                        
	
                          JT
      TEN –

                        	
                          as
      joint tenants with right of survivorship

                        	 
      	
                          under
      Uniform Gifts to Minors

                        
	 
      	
                          and
      not as tenants in common

                        	 
      	
                          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

    


    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.

              


      

    

    


    
      Signature(s)
Guaranteed:

    

    


    
      
        	 
      
	
                THE
      SIGNATURE(S) SHOULD 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).