NUMBER

                 
      ________-W

              	 
      	
                (SEE
      REVERSE SIDE FOR LEGEND)

                THIS
      WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 

                5:00
      P.M. NEW YORK CITY TIME, __________, 2014

                 

              	 
      	
                WARRANTS

              


      

      GSME
ACQUISITION PARTNERS I

                           CUSIP
G4161R 118

      WARRANT

      THIS
CERTIFIES THAT, for value received

      


      is the
registered holder of a Warrant or Warrants expiring ________, 2014 (the
“Warrant”) to purchase one fully paid and non-assessable Ordinary Share, par
value $.001 per share (“Shares”), of GSME Acquisition Partners I, a Cayman
Islands corporation (the “Company”), for each Warrant evidenced by this Warrant
Certificate.  The Warrant entitles the holder thereof to purchase from
the Company, commencing on the Company’s completion of a merger, capital stock
exchange, asset acquisition or other similar business combination, such number
of Shares of the Company at the price of $11.50 per share, upon surrender of this
Warrant Certificate and payment of the Warrant Price at the office or agency of
the Warrant Agent, Continental Stock Transfer & Trust Company, but only
subject to the conditions set forth herein and in the Warrant Agreement between
the Company and Continental Stock Transfer & Trust Company.  The
Company shall not be obligated to deliver any securities pursuant to the
exercise of a Warrant and shall have no obligation to settle a Warrant exercise
unless a registration statement under the Securities Act of 1933, as amended,
(the “Act”) with respect to the Ordinary Shares is effective, subject to the
Company satisfying its obligations under Section 7.4 of the Warrant Agreement to
use its best efforts. In the event that a registration statement with respect to
the Ordinary Shares underlying a Warrant is not effective under the Act, the
holder of such Warrant shall not be entitled to exercise such Warrant and such
Warrant may have no value and expire worthless. In no event will the Company be
required to net cash settle the warrant exercise. The Warrant Agreement provides
that upon the occurrence of certain events the Warrant Price and the number of
Warrant Shares purchasable hereunder, set forth on the face hereof, may, subject
to certain conditions, be adjusted.   The term Warrant Price as
used in this Warrant Certificate refers to the price per Share at which Shares
may be purchased at the time the Warrant is exercised.

      No
fraction of a Share will be issued upon any exercise of a Warrant.  If
the holder of a Warrant would be entitled to receive a fraction of a Share upon
any exercise of a Warrant, the Company shall, upon such exercise, round up or
down to the nearest whole number the number of Shares to be issued to such
holder.

      Upon any
exercise of the Warrant for less than the total number of full Shares provided
for herein, there shall be issued to the registered holder hereof or the
registered holder’s assignee a new Warrant Certificate covering the number of
Shares for which the Warrant has not been exercised.

      Warrant
Certificates, when surrendered at the office or agency of the Warrant Agent by
the registered holder hereof in person or by 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 and evidencing in the
aggregate a like number of Warrants.

      Upon due
presentment for registration of transfer of the Warrant Certificate at the
office or agency 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 in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement,
without charge except for any applicable tax or other governmental
charge.

      The
Company and the Warrant Agent may deem and treat the registered holder as the
absolute owner 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 registered holder, and for all other
purposes, and neither the Company nor the Warrant Agent shall be affected by any
notice to the contrary.

      This
Warrant does not entitle the registered holder to any of the rights of a
stockholder of the Company.

      The
Company reserves the right to call the Warrant, at any time prior to its
exercise, with the prior consent of Cohen & Company Securities, LLC (which
consent shall not unreasonably be withheld), with a notice of call 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 the last sale price of the Shares
has been at least $17.50 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 call is given.  The call price of the Warrants is to 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 call shall be
canceled on the books of the Company and have no further value except for the
$.01 call price.

      


      
        
          
            
              
                	
                        By

                      	 
        	 	 
        
	 
      	
                          
      Secretary

                      	 	
                           Chairman of the
      Board

                      


              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      SUBSCRIPTION
FORM

      To Be
Executed by the Registered Holder in Order to Exercise Warrants

      


      The
undersigned Registered Holder irrevocably elects to exercise
______________ Warrants represented by this Warrant Certificate, and to
purchase the Ordinary Shares issuable upon the exercise of such Warrants, and
requests that Certificates for such shares shall be issued in the name
of 

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 
	
                                              (PLEASE
      TYPE OR PRINT NAME AND ADDRESS)

                                            
	 
	 
	 
	 
	 
	
                                                (SOCIAL
      SECURITY OR TAX IDENTIFICATION
NUMBER)

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
            
              
                
                  
                    	
                            and be delivered to

                          	  
      
	 	
                            (PLEASE PRINT
      OR TYPE NAME AND
ADDRESS)

                          


                  

                

              

            

          

        

      

       

      
        
          

        

      

       

      and, if
such number of Warrants shall not be all the Warrants evidenced by this Warrant
Certificate, that a new Warrant Certificate for the balance of such Warrants be
registered in the name of, and delivered to, the Registered Holder at the
address stated below:

      


      
        
          
            
              
                
                  	
                          Dated:
      _____________________

                        	  
      
	 
      	
                          (SIGNATURE)

                        
	 
      	 
      
	 
      	
                          (ADDRESS)

                        
	 
      	 
      
	 
      	 
      
	 
      	
                          (TAX
      IDENTIFICATION
NUMBER)

                        


                

              

            

          

        

      

      


      ASSIGNMENT

      To Be
Executed by the Registered Holder in Order to Assign Warrants

      


      For Value
Received, _______________________ hereby sell, assign, and transfer
unto

      
        
          
            	 
    
	
                    (PLEASE
      TYPE OR PRINT NAME AND ADDRESS)

                  
	 
	 
	 
	 
	 
	
                      (SOCIAL
      SECURITY OR TAX IDENTIFICATION
NUMBER)

                  


          

        

      

       

      
        
          
            	
                    and be delivered to

                  	  
      
	 	
                    (PLEASE PRINT
      OR TYPE NAME AND
ADDRESS)

                  


          

        

      

       

      ______________________
of the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitute and appoint _________________________________ Attorney to transfer
this Warrant Certificate on the books of the Company, with full power of
substitution in the premises.

      


      
        
          
            	
                    Dated:
      _________________________

                  	 
      
	 
      	
                    (SIGNATURE)

                  


          

        

      

      


      The
signature to the assignment of the Subscription Form must correspond to the name
written upon the face of this Warrant Certificate in every particular, without
alteration or enlargement or any change whatsoever, and must be guaranteed by a
commercial bank or trust company or a member firm of the American Stock
Exchange, New York Stock Exchange, Pacific Stock Exchange or Chicago Stock
Exchange.