Subscription
Agreement

    


    As of
__________ __, 2009

    


    To the
Board of Directors of

    GSME
Acquisition Partners I:

    


    Gentlemen:

    


    The undersigned hereby subscribes for
and agrees to purchase _______ warrants (“Insider Warrants”), each to purchase
one Ordinary Share, at $1.00 per Insider Warrant, of GSME Acquisition Partners I
(the “Corporation”) for an aggregate purchase price of $_________ (“Purchase
Price”).  The purchase and issuance of the Insider Warrants shall
occur simultaneously with the consummation of the Corporation’s initial public
offering of Units, consisting of one Ordinary Share and one Public Warrant
(“IPO”), which is being underwritten by Cohen & Company Securities,
LLC.  The Insider Warrants will be sold to the undersigned on a
private placement basis and not part of the IPO.  Except as herein
provided, the Insider Warrants shall have the same terms as the Public
Warrants.

    


    At least
24 hours prior to the effective date of the registration statement filed in
connection with the IPO (“Registration Statement”), the undersigned shall
deliver the Purchase Price to Graubard Miller, as escrow agent (“Escrow Agent”),
to hold in a non-interest bearing account until the Corporation consummates the
IPO.  Simultaneously with the consummation of the IPO, the Escrow
Agent shall deposit the Purchase Price, without interest or deduction, into the
trust fund (“Trust Fund”) established by the Corporation for the benefit of the
Corporation’s public shareholders as described in the Corporation’s Registration
Statement, pursuant to the terms of an Investment Management Trust Agreement to
be entered into between the Corporation and Continental Stock Transfer &
Trust Company.  In the event that the IPO is not consummated within 14
days of the date the Purchase Price is delivered to the Escrow Agent, the Escrow
Agent shall return the Purchase Price to the undersigned, without interest or
deduction.

    


    The
undersigned represents and warrants that he has been advised that the Insider
Warrants have not been registered under the Securities Act; that he is acquiring
the Insider Warrants for his accounts for investment purposes only; that he has
no present intention of selling or otherwise disposing of the Insider Warrants
in violation of the securities laws of the United States; that he is “accredited
investors” as defined by Rule 501 of Regulation D promulgated under the
Securities Act of 1933, as amended (the “Securities Act”); and that he is
familiar with the proposed business, management, financial condition and affairs
of the Corporation.

    


    Moreover,
the undersigned agrees that he shall not sell or transfer the Insider Warrants
or any underlying securities until 60 days after the Corporation consummates an
initial business combination (as described in detail in the Registration
Statement) and acknowledges that the certificates for such Insider Warrants
shall contain a legend indicating such restriction on
transferability.

    


    The
Corporation hereby acknowledges and agrees that the Insider Warrants (i)
may be exercised on a cashless basis and (ii) shall not be redeemable by the
Corporation, in each case so long as such Insider Warrants are held by the
undersigned or his affiliates.


    
      
        
          192254.1 

        

         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
                Very
      truly yours,

              
	 
      
	
                [Insert
      name of Investor]

              


      

    

    


    Agreed
to:

    


    GSME
Acquisition Partners I

    


    
      
        
          	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

    


    Graubard
Miller

    


    
      
        
          	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

     

    
      
        
          192254.1