Unassociated Document


     

    
      
        	
                NUMBER

              	
                SHARES

              


      

    

     

    ________-C

     

    GSME
ACQUISITION PARTNERS I

     

    INCORPORATED
UNDER THE LAWS OF THE CAYMAN ISLANDS

     

    ORDINARY
SHARES

     

    SEE
REVERSE FOR

    CERTAIN
DEFINITIONS

     

    
      
        	
                This
      Certifies that

              	
                CUSIP
      G4161R 100

              
	 
      	 
      
	
                is
      the owner of

              	 
      


      

    

     

    FULLY
PAID AND NON-ASSESSABLE ORDINARY SHARES OF THE PAR VALUE OF $.001 EACH
OF

     

    GSME
ACQUISITION PARTNERS I

     

    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 within certain time periods, all as more fully described in the
Company’s final prospectus dated ________, 2009

    This
certificate is not valid unless countersigned by the Transfer Agent and
registered by the Registrar.

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

     

    Dated:

     

    
      
        
          
            
              
                
                  
                    
                      	
                              ___________________________________

                              CHAIRMAN

                            	
                              

                            	
                              ___________________________________

                              SECRETARY

                            


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    GSME
Acquisition Partners I

     

    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.

     

    The Company will furnish without charge
to each stockholder who so requests 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.  This certificate and
the shares represented thereby are issued and shall be held subject to all the
provisions of the Amended and Restated Memorandum and Articles of Incorporation
and all amendments thereto and resolutions of the Board of Directors providing
for the issue of shares of Preferred Stock (copies of which may be obtained from
the secretary of the Company), to all of which the holder of this certificate by
acceptance hereof assents.

     

    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

    

     

    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).

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    The
holder of this certificate shall be entitled to receive funds from the trust
fund only in the event of the Company’s liquidation upon failure to consummate a
business combination or if the holder seeks to convert his respective shares for
cash 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 fund.