Unassociated Document


     

    STOCK
ESCROW AGREEMENT

    


    STOCK ESCROW AGREEMENT, dated as of
________, 2009 (“Agreement”), by and among GSME ACQUISITION PARTNERS I, a Cayman
Islands corporation (“Company”), MCK CAPITAL CO., LIMITED, ELI D.
SCHER  and LAWRENCE S. WIZEL (collectively “Initial Shareholders”) and
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow
Agent”).

    


    WHEREAS, the Company has entered into
an Underwriting Agreement, dated ___________, 2008 (“Underwriting Agreement”),
with Cohen & Company Securities, LLC (“Cohen & Company”) acting as
representative of the several underwriters (collectively, the “Underwriters”),
pursuant to which, among other matters, the Underwriters have agreed to purchase
up to 4,140,000 units (“Units”) of the Company.  Each Unit consists of
one ordinary share of the Company, par value $.001 per share (“Ordinary
Shares”), and one Warrant, each Warrant to purchase one Ordinary Share, all as
more fully described in the Company’s final Prospectus, dated _________, 2009
(“Prospectus”) comprising part of the Company’s Registration Statement on Form
F-1 (File No. 333-162547) under the Securities Act of 1933, as amended
(“Registration Statement”), declared effective on _______, 2009 (“Effective
Date”).

    


    WHEREAS, the Initial Shareholders have
agreed as a condition of the sale of the Units to deposit their Ordinary Shares
of the Company, as set forth opposite their respective names in Exhibit A
attached hereto (collectively “Escrow Shares”), in escrow as hereinafter
provided.

    


    WHEREAS, the Company and the Initial
Shareholders desire that the Escrow Agent accept the Escrow Shares, in escrow,
to be held and disbursed as hereinafter provided.

    


    IT IS AGREED:

    


    1.           Appointment of Escrow
Agent.  The Company and the Initial Shareholders hereby appoint
the Escrow Agent to act in accordance with and subject to the terms of this
Agreement and the Escrow Agent hereby accepts such appointment and agrees to act
in accordance with and subject to such terms.

    


    2.           Deposit of Escrow
Shares.  On or before the Effective Date, each of the Initial
Shareholders shall deliver to the Escrow Agent certificates representing his
respective Escrow Shares, to be held and disbursed subject to the terms and
conditions of this Agreement.  Each Initial Shareholder acknowledges
that the certificate representing his Escrow Shares is legended to reflect the
deposit of such Escrow Shares under this Agreement.

    


    3.           Disbursement of the Escrow
Shares.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.1           The
Escrow Agent shall hold the Escrow Shares as follows: (i) with respect to 20% of
the Escrow Shares, until the consummation of a Business Combination (as such
term is defined in the Registration Statement), (ii) with respect to 20% of the
Escrow Shares, until the closing price of the Ordinary Shares exceeds $12.00 for
any 20 trading days within a 30-trading day period following the consummation of
a Business Combination, (iii) with respect to 20% of the Escrow Shares, until
the closing price of the Ordinary Shares exceeds $14.00 for any 20 trading days
within a 30-trading day period following the consummation of a Business
Combination, (iv) with respect to 20% of the Escrow Shares, until the closing
price of the Ordinary Shares exceeds $16.00 for any 20 trading days within a
30-trading day period following the consummation of a Business Combination and
(v) with respect to 20% of the Escrow Shares, until the closing price of the
Ordinary Shares exceeds $20.00 for any 20 trading days within a 30-trading day
period following the consummation of a Business Combination (collectively, the
"Escrow Period"). On each of such dates, upon written instructions from each
Initial Shareholder, the Escrow Agent shall disburse such amount of each Initial
Shareholder's Escrow Shares (and any applicable stock power) to such Initial
Shareholder; provided, however, that if the Escrow Agent is notified by the
Company pursuant to Section 6.7 hereof that the Company is being liquidated at
any time during the Escrow Period, then the Escrow Agent shall promptly destroy
the certificates representing the Escrow Shares; provided, however, that if the
Underwriters do not exercise their over-allotment option to purchase an
additional 540,000 Units of the Company within 45 days of the date of the
Prospectus (as described in the Underwriting Agreement), the Initial
Shareholders agree that the Escrow Agent shall return to the Company for
cancellation, at no cost, the number of Escrow Shares held by each Initial
Shareholder determined by multiplying (a) the product of (i) 180,000, multiplied
by (ii) a fraction, (x) the numerator of which is the number of Escrow Shares
held by each Initial Shareholder, and (y) the denominator of which is the total
number of Escrow Shares, by (b) a fraction, (i) the numerator of which is
540,000 minus the number of shares of Common Stock purchased by the Underwriters
upon the exercise of their over-allotment option, and (ii) the denominator of
which is 540,000; provided further, however, that if, after the Company
consummates a Business Combination, the Company (or the surviving entity)
subsequently consummates a liquidation, merger, stock exchange or other similar
transaction which results in all of the shareholders of such entity having the
right to exchange their Ordinary Shares for cash, securities or other property,
then the Escrow Agent will, upon receipt of a notice executed by the Chairman of
the Board, President or other authorized officer of the Company, in form
reasonably acceptable to the Escrow Agent, certifying that such transaction is
then being consummated, release the Escrow Shares to the Initial
Shareholders.  The Escrow Agent shall have no further duties hereunder
after the disbursement or destruction of the Escrow Shares in accordance with
this Section 3.

    


    4.           Rights of Initial
Shareholders in Escrow Shares.

    


    4.1           Voting Rights as a
Shareholder.  Subject to the terms of the Insider Letters
described in Section 4.4 hereof and except as herein provided, the Initial
Shareholders shall retain all of their rights as shareholders of the Company
during the Escrow Period, including, without limitation, the right to vote such
shares.

    


    4.2           Dividends and Other
Distributions in Respect of the Escrow Shares.  During the
Escrow Period, all dividends payable in cash with respect to the Escrow Shares
shall be paid to the Initial Shareholders, but all dividends payable in stock or
other non-cash property (“Non-Cash Dividends”) shall be delivered to the Escrow
Agent to hold in accordance with the terms hereof.  As used herein,
the term “Escrow Shares” shall be deemed to include the Non-Cash Dividends
distributed thereon, if any.

     

    
      
        
        

      

      
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    4.3           Restrictions on
Transfer.  During the Escrow Period, no sale, transfer or other
disposition may be made of any or all of the Escrow Shares except (i) to an
entity’s members upon its liquidation, (ii) by bona fide gift to a member of an
Initial Shareholder’s immediate family or to a trust, the beneficiary of which
is an Initial Shareholder or a member of an Initial Shareholder’s immediate
family, (iii) by virtue of the laws of descent and distribution upon death of
any Initial Shareholder, (iv) pursuant to a qualified domestic relations order,
(v) by certain pledges to secure obligations incurred in connection with
purchases of the Company’s securities or (vi) by private sales of the Escrow
Shares made at or prior to the consummation of a Business Combination at prices
no greater than the price at which the shares were originally purchased;
provided, however, that such permissive transfers may be implemented only upon
the respective transferee’s written agreement to be bound by the terms and
conditions of this Agreement and of the Insider Letter signed by the Initial
Shareholder transferring the Escrow Shares.  During the Escrow Period,
the Initial Shareholders shall not pledge or grant a security interest in the
Escrow Shares or grant a security interest in their rights under this
Agreement.

    


    4.4           Insider
Letters.  Each of the Initial Shareholders has executed a
letter agreement with Cohen & Company and the Company, dated as indicated on
Exhibit A hereto, and which is filed as an exhibit to the Registration Statement
(“Insider Letter”), respecting the rights and obligations of such Initial
Shareholder in certain events, including but not limited to the liquidation of
the Company.

    


    5.           Concerning the Escrow
Agent.

    


    5.1           Good Faith
Reliance.  The Escrow Agent shall not be liable for any action
taken or omitted by it in good faith and in the exercise of its own best
judgment, and may rely conclusively and shall be protected in acting upon any
order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Escrow Agent), statement, instrument, report or other
paper or document (not only as to its due execution and the validity and
effectiveness of its provisions, but also as to the truth and acceptability of
any information therein contained) which is believed by the Escrow Agent to be
genuine and to be signed or presented by the proper person or
persons.  The Escrow Agent shall not be bound by any notice or demand,
or any waiver, modification, termination or rescission of this Agreement unless
evidenced by a writing delivered to the Escrow Agent signed by the proper party
or parties and, if the duties or rights of the Escrow Agent are affected, unless
it shall have given its prior written consent thereto.

    


    5.2           Indemnification.  The
Escrow Agent shall be indemnified and held harmless by the Company from and
against any expenses, including counsel fees and disbursements, or loss suffered
by the Escrow Agent in connection with any action, suit or other proceeding
involving any claim which in any way, directly or indirectly, arises out of or
relates to this Agreement, the services of the Escrow Agent hereunder, or the
Escrow Shares held by it hereunder, other than expenses or losses arising from
the gross negligence or willful misconduct of the Escrow
Agent.  Promptly after the receipt by the Escrow Agent of notice of
any demand or claim or the commencement of any action, suit or proceeding, the
Escrow Agent shall notify the other parties hereto in writing.  In the
event of the receipt of such notice, the Escrow Agent, in its sole discretion,
may commence an action in the nature of interpleader in an appropriate court to
determine ownership or disposition of the Escrow Shares or it may deposit the
Escrow Shares with the clerk of any appropriate court or it may retain the
Escrow Shares pending receipt of a final, non appealable order of a court having
jurisdiction over all of the parties hereto directing to whom and under what
circumstances the Escrow Shares are to be disbursed and
delivered.  The provisions of this Section 5.2 shall survive in the
event the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6
below.

     

    
      
        
        

      

      
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    5.3           Compensation.  The
Escrow Agent shall be entitled to reasonable compensation from the Company for
all services rendered by it hereunder.  The Escrow Agent shall also be
entitled to reimbursement from the Company for all expenses paid or incurred by
it in the administration of its duties hereunder including, but not limited to,
all counsel, advisors’ and agents’ fees and disbursements and all taxes or other
governmental charges.

    


    5.4           Further
Assurances.  From time to time on and after the date hereof,
the Company and the Initial Shareholders shall deliver or cause to be delivered
to the Escrow Agent such further documents and instruments and shall do or cause
to be done such further acts as the Escrow Agent shall reasonably request to
carry out more effectively the provisions and purposes of this Agreement, to
evidence compliance herewith or to assure itself that it is protected in acting
hereunder.

    


    5.5           Resignation.  The
Escrow Agent may resign at any time and be discharged from its duties as escrow
agent hereunder by its giving the other parties hereto written notice and such
resignation shall become effective as hereinafter provided.  Such
resignation shall become effective at such time that the Escrow Agent shall turn
over to a successor escrow agent appointed by the Company, the Escrow Shares
held hereunder.  If no new escrow agent is so appointed within the 60
day period following the giving of such notice of resignation, the Escrow Agent
may deposit the Escrow Shares with any court it reasonably deems
appropriate.

    


    5.6           Discharge of Escrow
Agent.  The Escrow Agent shall resign and be discharged from
its duties as escrow agent hereunder if so requested in writing at any time by
the other parties hereto, jointly, provided, however, that such resignation
shall become effective only upon acceptance of appointment by a successor escrow
agent as provided in Section 5.5.

    


    5.7           Liability.  Notwithstanding
anything herein to the contrary, the Escrow Agent shall not be relieved from
liability hereunder for its own gross negligence or its own willful
misconduct.

    


    6.           Miscellaneous.

    


    6.1           Governing
Law.  This Agreement shall for all purposes be deemed to be
made under and shall be construed in accordance with the laws of the State of
New York, without giving effect to conflicts of law principles that would result
in the application of the substantive laws of another jurisdiction.

    


    6.2           Third Party
Beneficiaries.  Each of the Initial Shareholders hereby
acknowledges that the Underwriters are third party beneficiaries of this
Agreement and this Agreement may not be modified or changed without the prior
written consent of Cohen & Company.

     

    
      
        
        

      

      
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    6.3           Entire
Agreement.  This Agreement contains the entire agreement of the
parties hereto with respect to the subject matter hereof and, except as
expressly provided herein, may not be changed or modified except by an
instrument in writing signed by the party to the charged.

    


    6.4           Headings.  The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation thereof.

    


    6.5           Binding
Effect.  This Agreement shall be binding upon and inure to the
benefit of the respective parties hereto and their legal representatives,
successors and assigns.

    


    6.6           Notices.  Any
notice or other communication required or which may be given hereunder shall be
in writing and either be delivered personally or be mailed, certified or
registered mail, or by private national courier service, return receipt
requested, postage prepaid, and shall be deemed given when so delivered
personally or, if mailed, two days after the date of mailing, as
follows:

    


    If to the Company, to:

    


    GSME Acquisition Partners
I

    762 West
Beijing Road

    Shanghai,
PRC 200041

    Attn:  Eli D. Scher, Chief
Executive Officer

    


    If to a Shareholder, to his address set
forth in Exhibit A.

    


    and if to the Escrow Agent,
to:

    


    Continental Stock Transfer & Trust
Company

    17 Battery Place

    New York, New York 10004

    Attn:  Chairman

    


    A copy of any notice sent hereunder
shall be sent to:

    


    Cohen & Company Securities,
LLC

    135 East 57th
Street

    New York, New York 10022

    Attn:  Chairman

    


    and:

     

    
      
        
        

      

      
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    Graubard
Miller

    The
Chrysler Building

    405
Lexington Avenue

    New York,
New York 10174

    Attn:  David
Alan Miller, Esq.

    


    and:

    


    Ellenoff
Grossman & Schole LLP

    150 East
42nd
Street

    New York,
New York 10017

    Attn:  Douglas
S. Ellenoff, Esq.

     

    The parties may change the persons and
addresses to which the notices or other communications are to be sent by giving
written notice to any such change in the manner provided herein for giving
notice.

    


    6.7           Liquidation of the
Company.  The Company shall give the Escrow Agent written
notification of the liquidation and dissolution of the Company in the event that
the Company fails to consummate a Business Combination within the time period(s)
specified in the Prospectus.

     

    
      
        
        

      

      
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    WITNESS the execution of this Agreement
as of the date first above written.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	 
      	
                                      GSME
      ACQUISITION PARTNERS I

                                    
	 
      	 
      	 
      
	 
      	
                                      By:

                                    	 
      
	 
      	 
      	 
      
	 
      	 
      	
                                      INITIAL
      SHAREHOLDERS:

                                    
	 
      	 
      	 
      
	 
      	 
      	
                                      MCK
      Capital Co., Limited

                                    
	 
      	 
      	 
      
	 
      	
                                      By:

                                    	 
      
	 
      	 
      	
                                      Jing
      Dong Gao

                                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                                      Eli
      D. Scher

                                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                                      Lawrence
      S. Wizel

                                    
	 
      	 
      	 
      
	 
      	 
      	
                                      CONTINENTAL
      STOCK TRANSFER

                                    
	 
      	 
      	
                                      &
      TRUST COMPANY

                                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                                      By:

                                    	 
      
	 	 	 	

                                      Name:

                                    
	 	 	 	

                                      Title:

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
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    EXHIBIT
A

    


    
      
        
          
            	
                    Name and Address of 

                    Initial Shareholder     

                  	 	
                    Number

                    of Shares

                  	 	 	
                    Stock 

                    Certificate Number

                  	 	
                    Date of 

                    Insider Letter

                  
	 
      	 	 	 	 	 	 	 
      
	
                    MCK
      Capital Co., Limited

                    c/o
      Jing Dong Gao

                    GSME
      Acquisition Partners I

                    762
      West Beijing Road

                    Shanghai,
      PRC 200041

                  	 	 	
                    1,200,600

                  	 	 	 	
                    1

                  	 	
                    ____________,
      2009

                  
	 
      	 	 	 	 	 	 	 	 	 
      
	
                    Eli
      D. Scher

                    GSME
      Acquisition Partners I

                    762
      West Beijing Road

                    Shanghai,
      PRC 200041

                  	 	 	
                    138,000

                  	 	 	 	
                    2

                  	 	
                    ____________,
      2009

                  
	 
      	 	 	 	 	 	 	 	 	 
      
	
                    Lawrence
      S. Wizel

                    GSME
      Acquisition Partners I

                    762
      West Beijing Road

                    Shanghai,
      PRC 200041

                  	 	 	
                    41,400

                  	 	 	 	
                    3

                  	 	
                    ____________,
      2009

                  


          

        

      

    

     

    
      
        
        

      

      
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