Unassociated Document


    Exhibit 10.10


    
      


      November
__, 2009

      


      IRREVOCABLE
STANDBY LETTER OF CREDIT NO. _________

      EXPIRATION
DATE:  May 31, 2011

      


      Cohen
& Company Securities LLC

      135 East
57th
Street

      New York,
NY 10022

      


      GSME
Acquisition Partners I

      762 West
Beijing Road

      Shanghai,
Peoples Republic of China

      


      Re:  Letter of
Credit

      


      Gentlemen:

      


      We hereby
establish our Irrevocable Standby Letter of Credit No. __________ in favor of
the public shareholders of GSME Acquisition Partners I, hereinafter referred to
as the “Beneficiary”, at the  request of Cohen & Company Securities,
LLC, hereinafter referred to as “Applicant”, in an amount not to exceed in the
aggregate One Million Two Hundred Forty-Two Thousand and 00/100 ($1,242,000.00)
U.S. Dollars.  This Irrevocable Standby Letter of Credit is being
issued in connection with Beneficiary’s initial public offering, hereinafter
referred to as the “IPO”, and any and all funds drawn in connection with this
Irrevocable Standby Letter of Credit shall be distributed only to the
Beneficiary, and then only to the Beneficiary’s account maintained by
Continental Stock Transfer & Trust Company, 17 Battery Place, New York, New
York 10004 (the “Trustee”).

      


      Funds are
available by your draft on us at sight, duly endorsed on the reverse side
thereof bearing the clause:  “Drawn under TD Bank, N. A. Letter of
Credit No. DRAFT dated _________” and accompanied by the following
documents:

      


      1.           The
original of this Letter of Credit and any amendments thereto.

      


      
        	
                2.  

              	
                A
      statement signed by a purported authorized official/representative of the
      Beneficiary, together with appropriate supporting documentation from the
      Trustee or the Beneficiary’s proxy solicitor confirming the relevant
      content of such statement, which
reads:

              


      

      


      
        	
                A.  

              	
                “This
      letter constitutes a request to draw upon TD Bank, NA. Letter of Credit
      No. _______ since the Beneficiary did not present a proposed business
      combination to its public shareholders within the time period set forth in
      the Beneficiary’s Registration Statement on Form F-1, as amended, File No.
      333-162547, (“Registration Statement”) and the Beneficiary must draw upon
      the Letter of Credit in the aggregate amount of $_________, such that each
      holder of the Beneficiary’s ordinary shares sold in the IPO receive a per
      share amount of $0.30.  Therefore, the Beneficiary is
      requesting $_________, in order for each holder of the Beneficiary’s
      ordinary shares sold in the IPO to receive $0.30 per share upon
      liquidation.”

              


      

      


      OR

      


      
        	
                B.  

              	
                “This
      letter constitutes a request to draw upon TD Bank, N.A. Letter of Credit
      No. ______ since the Beneficiary consummated its initial business
      combination as set forth in the Company’s Registration Statement on Form
      F-1, as amended, File No. 333-162547 (“Registration Statement”) and the
      Beneficiary must draw upon the Letter of Credit in the aggregate amount of
      $_________, such that each holder of the Beneficiary’s ordinary shares
      sold in the IPO which were voted in favor of the Beneficiary’s business
      combination and either (i) properly converted or (ii) entered into a
      “forward contract” with the Beneficiary to sell such holder’s shares to
      the Beneficiary upon consummation of the business combination, receive an
      amount equal to $0.30 per converted share voted in favor of the
      Beneficiary’s business combination.  Therefore,
      the Beneficiary is requesting an aggregate of $_________ in order for
      the holders of each of the Beneficiary’s shares to receive $0.30 per share
      as set forth in (i) and (ii)
above.”

              


      

      


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      November
___, 2009

      Irrevocable
Letter of Credit No. _____

      Page
2

      


      


      OR

      


      
        	
                C.  

              	
                “This
      letter constitutes a request to draw upon TD Bank, N.A. Letter of Credit
      No. ______ since the Beneficiary is liquidating because its shareholders
      failed to approve the Beneficiary’s proposed business combination, as set
      forth in the Beneficiary’s Registration Statement on Form F-1, as amended,
      File No. 333-162547  (“Registration Statement”) and the
      Beneficiary must draw upon the Letter of Credit in the aggregate amount of
      $_________, such that each holder of the Beneficiary’s shares sold in the
      IPO who voted in favor of the Beneficiary’s business combination
      immediately prior to the liquidation and continued to hold their shares
      until liquidation receive an amount equal to $0.30 per share voted in
      favor of the Beneficiary’s business combination. Therefore,
      the Beneficiary is requesting an aggregate amount of $_________, in
      order for each holder of the Beneficiary’s shares sold in the IPO to
      receive $0.30 per share voted in favor of the business
      combination.”

              


      

      


      This
Letter of Credit shall expire within 10 business days of the Beneficiary’s
completion of a business combination or its liquidation, but no later than May
31, 2011.

      


      This
Irrevocable Standby Letter of Credit No. ________ constitutes the entire
agreement of the parties hereto with respect to the subject matter hereof, and
supersedes all prior agreements and understandings of the parties, oral and
written, with respect to the subject matter hereof.  This Irrevocable
Standby Letter of Credit No. ________ may only be amended by a written
instrument executed by each of the parties hereto.

      


      We hereby
agree that draft(s) drawn under and in compliance with the terms of this Letter
of Credit will be duly honored upon presentation and delivery of documents as
specified above, if presented at our office located at 6000 Atrium Way, Mt.
Laurel, NJ 08054 on or before the expiration date noted above.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Except as
otherwise expressly stated herein, this Letter of Credit is subject to the
Uniform Customs and Practice for Documentary Credits (2007 Revision)
International Chamber of Commerce, Publication No. 600 (“UCP 600”).

      


      Very
truly yours,

      


      TD BANK,
N.A.

      


      


      


      


      ____________________________________        Date________

      Authorized
Signature

      


      


      


      


      APPLICANT:

      


      


      ____________________________________        Date________

      Authorized
Signature

      Cohen
& Company Securities, LLC

      


      


      


      BENEFICIARY:

      


      


      ____________________________________        Date________

      Authorized
Signature

      GSME
Acquisition Partners I