Unassociated Document


    ____________
___, 2009

    
 

    GSME
Acquisition Partners I

    762 West
Beijing Road

    Shanghai,
PRC 200041

    


    Cohen
& Company Securities, LLC

    135 East
57th
Street

    New York,
New York 10022

    


    Re:           Initial Public
Offering

    


    Gentlemen:

    


    The undersigned shareholder, officer
and director of GSME Acquisition Partners I (“Company”), in consideration of
Cohen & Company Securities, LLC (“Cohen & Company”) entering into a
letter of intent (“Letter of Intent”) to underwrite an initial public offering
of the securities of the Company (“IPO”) and embarking on the IPO process,
hereby agrees as follows (certain capitalized terms used herein are defined in
paragraph 14 hereof):

    


    1.           If
the Company solicits its shareholders for approval of a Business Combination,
the undersigned will vote all Insider Shares beneficially owned by him in
accordance with the majority of the votes cast by the holders of the IPO
Shares.

    


    2.           In
the event that the Company fails to consummate a Business Combination within 12
months from the consummation of the IPO, or within 18 months from the
consummation of the IPO if certain criteria are met, as more fully described in
the registration statement, as amended, relating to the IPO, the undersigned
will (i) cause the Trust Account (as defined in the Letter of Intent) to be
liquidated and distributed to the holders of IPO Shares and (ii) take all
reasonable actions within his power to cause the Company to liquidate as soon as
reasonably practicable.  The undersigned hereby waives any and all
right, title, interest or claim of any kind in or to any distribution of the
Trust Account and any remaining net assets of the Company as a result of such
liquidation with respect to his Insider Shares (“Claim”) and hereby waives any
Claim the undersigned may have in the future as a result of, or arising out of,
any contracts or agreements with the Company and will not seek recourse against
the Trust Account for any reason whatsoever. In the event of the liquidation of
the Trust Account (other than immediately prior to the consummation of Business
Combination), the undersigned agrees to indemnify and hold harmless the Company
against any and all loss, liability, claims, damage and expense whatsoever
(including, but not limited to, any and all legal or other expenses reasonably
incurred in investigating, preparing or defending against any litigation,
whether pending or threatened, or any claim whatsoever) to which the Company may
become subject as a result of any claim by any vendor or other person who is
owed money by the Company for services rendered to the Company in excess of the
net proceeds of the IPO not held in trust or contracted for or products sold, or
by any target business, but only to the extent necessary to ensure that such
loss, liability, claim, damage or expense does not reduce the amount in the
Trust Account below $10.00 per share; provided that such indemnity shall not
apply if such vendor or prospective target business executed a valid and
binding agreement enforceable under law waiving any claims against the
Trust Fund.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      GSME
Acquisition Partners I

      Cohen
& Company Securities, LLC

      ____________
___, 2009

      Page
2 


    

    3.           In
order to minimize potential conflicts of interest which may arise from multiple
affiliations, the undersigned agrees to present to the Company for its
consideration, prior to presentation to any other person or entity, any suitable
opportunity to acquire an operating business, until the earlier of the
consummation by the Company of a Business Combination, the liquidation of the
Company and such time as the undersigned ceases to be an officer or director of
the Company, subject to any pre-existing fiduciary and contractual obligations
the undersigned might have.  Notwithstanding the foregoing, and for
the purposes of clarity, the undersigned agrees to present to the Company for
its consideration, prior to presentation to GSME Capital Partners I, any
suitable opportunity to acquire an operating business during the periods set
forth above.

    


    4.           The
undersigned acknowledges and agrees that the Company will not consummate any
Business Combination with an entity (i) which the Company’s officers or
directors, through their other business activities, had acquisition or
investment discussions in the past, (ii) which is, or has been within the past
five years, affiliated with any of the Insiders or their affiliates, including
an entity that is either a portfolio company of, or has otherwise received a
material financial investment from, any private equity fund or investment
company (or an affiliate thereof) that is affiliated with such individuals; or
(iii) where the Company acquires less than 100% of such entity and any of the
Insiders or their affiliates acquire the remaining portion of such target
business, unless, in any case, the Company obtains an opinion from an
independent investment banking firm reasonably acceptable to Cohen & Company
that the business combination is fair to the Company’s unaffiliated shareholders
from a financial point of view.

    


    5.           Neither
the undersigned, any member of the family of the undersigned, nor any affiliate
(“Affiliate”) of the undersigned will be entitled to receive and will not accept
any compensation for services rendered to the Company prior to or in connection
with the consummation of the Business Combination; provided that commencing on
the Effective Date, GSME Capital Partners Inc. (“Related Party”), shall be
allowed to charge the Company $7,500 per month, representing an allocable share
of Related Party’s overhead, to compensate it for the Company’s use of Related
Party’s offices, utilities and personnel.  Related Party and the
undersigned shall also be entitled to reimbursement from the Company for their
out-of-pocket expenses incurred in connection with seeking and consummating a
Business Combination.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      GSME
Acquisition Partners I

      Cohen
& Company Securities, LLC

      ____________
___, 2009

      Page
3 


    

    6.           Neither
the undersigned, any member of the family of the undersigned, nor any Affiliate
of the undersigned will be entitled to receive or accept a finder’s fee or any
other compensation in the event the undersigned, any member of the family of the
undersigned or any Affiliate of the undersigned originates a Business
Combination.

    


    7.           On
the Effective Date, the undersigned will escrow the Insider Shares beneficially
held him pursuant to the terms of a Stock Escrow Agreement which the Company
will enter into with the undersigned and an escrow agent acceptable to the
Company.

    


    8.           The
undersigned agrees to be the Chairman of the Board of the Company until the
earlier of the consummation by the Company of a Business Combination and the
liquidation of the Company.  The undersigned’s biographical
information furnished to the Company and Cohen & Company and attached hereto
as Exhibit A is true and accurate in all respects, does not omit any material
information with respect to the undersigned’s background and contains all of the
information required to be disclosed pursuant to Item 401 of Regulation S-K,
promulgated under the Securities Act of 1933, as amended.  The
undersigned’s Questionnaire furnished to the Company and Cohen & Company and
annexed as Exhibit B hereto is true and accurate in all respects.  The
undersigned represents and warrants that:

    


    (a)           he
is not subject to, or a respondent in, any legal action for, any injunction,
cease-and-desist order or order or stipulation to desist or refrain from any act
or practice relating to the offering of securities in any
jurisdiction;

    


    (b)           he
has never been convicted of or pleaded guilty to any crime (i) involving any
fraud or (ii) relating to any financial transaction or handling of funds of
another person, or (iii) pertaining to any dealings in any securities and he is
not currently a defendant in any such criminal proceeding; and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      GSME
Acquisition Partners I

      Cohen
& Company Securities, LLC

      ____________
___, 2009

      Page
4 


    

    (c)           he
has never been suspended or expelled from membership in any securities or
commodities exchange or association or had a securities or commodities license
or registration denied, suspended or revoked.

    


    9.           The
undersigned has full right and power, without violating any agreement by which
he is bound, to enter into this letter agreement and to serve as Chairman of the
Board of the Company.

    


    10.           The
undersigned hereby waives his right to exercise conversion rights or appraisal
rights with respect to any Ordinary Shares of the Company owned or to be owned
by the undersigned, directly or indirectly, and agrees that he will not seek
conversion or appraisal with respect to such shares in connection with any vote
to approve a Business Combination.

    


    11.           The
undersigned hereby agrees to not propose, or vote in favor of, an amendment to
the Company’s Memorandum and Articles of Association to extend the period of
time in which the Company must consummate a Business Combination prior to its
liquidation. Should such a proposal be put before shareholders other than
through actions by the undersigned, the undersigned hereby agrees to vote
against such proposal.

    


    12.           In
the event that the Company does not consummate a Business Combination and must
liquidate, and its remaining net assets are insufficient to complete such
liquidation, the undersigned agrees to advance such funds necessary to complete
such liquidation and agrees not to seek repayment for such
expenses.

    


    13.           This
letter agreement shall be governed by and construed and enforced 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.  The undersigned hereby (i) agrees that any
action, proceeding or claim against him arising out of or relating in any way to
this letter agreement (a “Proceeding”) shall be brought and enforced in the
courts of the State of New York of the United States of America for the Southern
District of New York, and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive, (ii) waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum and (iii)
irrevocably agrees to appoint Graubard Miller as agent for the service of
process in the State of New York to receive, for the undersigned and on his
behalf, service of process in any Proceeding.  If for any reason such
agent is unable to act as such, the undersigned will promptly notify the Company
and Cohen & Company and appoint a substitute agent acceptable to each of the
Company and Cohen & Company within 30 days and nothing in this letter will
affect the right of either party to serve process in any other manner permitted
by law.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      GSME
Acquisition Partners I

      Cohen
& Company Securities, LLC

      ____________
___, 2009

      Page
5 


    

    14.           As
used herein, (i) a “Business Combination” shall mean a merger, capital stock
exchange, asset acquisition or other similar business combination with an
operating business; (ii) “Insiders” shall mean all officers, directors and
shareholders of the Company immediately prior to the IPO; (iii) “Insider Shares”
shall mean all of the Ordinary Shares of the Company acquired by an Insider
prior to the IPO; (iv) “Insider Warrants” means the warrants being sold
privately by the Company to certain of the Insiders; and (v) “IPO Shares” shall
mean the Ordinary Shares issued in the Company’s IPO.

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	 	 	Jing Dong Gao	 
	 	 	Print
      Name of Insider	 
	 	 	 	 
	 	 	 	 
	 	 	Signature