AMENDMENT
NO. 1 TO UNIT PURCHASE OPTIONS




WHEREAS,
GSME Acquisition Partners I (the “Company”) wishes to clarify that certain
rights granted under those certain Unit Purchase Options (“Unit Purchase
Options”) issued to Cohen & Company Securities, LLC (“Cohen”) and its
designees do not conflict with rights subsequently granted by the Company to
certain of its shareholders (“New Investors”) in connection with the
consummation of that certain Amended and Restated Agreement and Plan of
Reorganization, dated as of September 13, 2010, as amended on December 9, 2010,
among GSME, GSME Acquisition Partners I Sub Limited, Plastec International
Holdings Limited and the New Investors;




WHEREAS,
pursuant to Section 9.1 of the Unit Purchase Options, the Company and Cohen may
from time to time supplement or amend the Unit Purchase Options without the
approval of any of the holders in order to cure any ambiguity or to make any
other provisions in regard to matters or questions arising thereunder that the
Company and Cohen may deem necessary or desirable and that the Company and Cohen
deem shall not adversely affect the interest of the holders of such Unit
Purchase Options; and




WHEREAS,
the Company and Cohen wish to amend the Unit Purchase Options as follows.




NOW,
THEREFORE, in consideration of the foregoing premises and the mutual
representations, warranties and agreements set forth herein, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:




1.            Section
5.2.1 is hereby amended by replacing it in its entirety with the
following:




5.2.1
Grant of
Right.




In
addition to the demand right of registration, the Holders of the Purchase
Options shall have the right for a period of seven (7) years commencing on the
Effective Date, to include the Registrable Securities as part of any other
registration of securities filed by the Company (other than in connection with a
transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to
Form S-4 or Form S-8); provided, however, that if, (x) the managing underwriter
or underwriters, if any, for such offering advises the Company and the holder in
writing that the dollar amount or number of shares of Registrable Securities
which the holder desire(s) to sell, taken together with all other Ordinary
Shares or other securities which the Company desires to sell and the Ordinary
Shares, if any, as to which registration has been requested pursuant to written
contractual piggy-back registration rights held by other shareholders of the
Company who desire to sell, exceeds the maximum dollar amount or maximum number
of shares that can be sold in such offering without adversely affecting the
proposed offering price, the timing, the distribution method, or the probability
of success of such offering or (y) the Staff of the Securities and Exchange
Commission does not permit all of the Registrable
Securities requested by the holders, taken together with all other Ordinary
Shares or other securities which the Company desires to sell and the Ordinary
Shares, if any, as to which registration has been requested pursuant to written
contractual piggy-back registration rights held by other shareholders of the
Company who desire to sell, to be included in the Registration Statement (the
maximum dollar amount or maximum number of shares, as applicable, that can be
sold or registered are referred to herein as the “Maximum Amount”), then the
securities to be sold by the Company to all shareholders (including the holders
of Registrable Securities) in such public offering shall be included as
follows:









(A)      If
the registration is a “demand” registration pursuant to the New Registration
Rights Agreement or the Existing Registration Rights Agreement (each as defined
below), securities as provided therein.




(B)     
If the registration is a “demand” registration undertaken at the demand of
persons other than the holders of Registrable Securities, Existing Registrable
Securities (as defined in the New Registration Rights Agreement) or New
Registrable Securities (as defined in the Existing Registration Rights
Agreement) then:




(w)           first,
the number of securities for the account of persons exercising a written
contractual arrangement to demand registration that can be sold without
exceeding the Maximum Amount and any other persons entitled to pro rata
registration alongside such persons pursuant to the terms of such contractual
arrangement;




(x)            second,
to the extent that the Maximum Amount has not been reached under the foregoing
clause (w), the number of securities that the Company desires to sell that can
be sold without exceeding the Maximum Amount; and




(y)            third,
to the extent that the Maximum Amount has not been reached under the foregoing
clauses (w) and (x) the number of securities (including the Registrable
Securities) as to which registration has been requested pursuant to written
contractual “piggy-back” registration rights of holders pursuant to this
Agreement and the holders of registrable securities pursuant to that certain
Registration Rights Agreement dated as of the 16 day of 2010 (“New Registration
Rights Agreement”) and that certain Registration Rights Agreement, dated as of
November 19, 2009, as amended as of the 16 day of 2010 (the “Existing
Registration Rights Agreement”) (pro rata between such holders in accordance
with the number of Ordinary Shares which each such selling shareholder has
actually requested to be included in such registration, regardless of the number
of Ordinary Shares with respect to which such holders have the right to request
such inclusion) that can be sold without exceeding the Maximum Amount;
and







(z)            fourth,
to the extent that the Maximum Amount has not been reached under the foregoing
clauses (w), (x) and (y) the number of securities as to which registration has
been requested pursuant to written contractual “piggy-back” registration rights
of other selling shareholders, (pro rata between such selling shareholders in
accordance with the number of Ordinary Shares which each such selling
shareholder has actually requested to be included in such registration,
regardless of the number of Ordinary Shares with respect to such selling
shareholders have the right to request such inclusion) that can be sold without
exceeding the Maximum Amount.




(C)      In
the event that the Company proposes to register its securities (in circumstances
other than by persons exercising a written contractual arrangement to demand
registration) in an underwritten offering subject to a Maximum Amount, then the
securities to be sold in such public offering shall be included as
follows:




(x)            first,
the number of securities that the Company desires to sell that can be sold
without exceeding the Maximum Amount; and




(y)           
second, to the extent that the Maximum Amount has not been reached under the
foregoing clause (x) the number of securities (including the Registrable
Securities) as to which registration has been requested pursuant to written
contractual “piggy-back” registration rights of holders pursuant to this
Agreement and the holders of registrable securities pursuant to the New
Registration Rights Agreement and the Existing Registration Rights Agreement
(pro rata between such holders in accordance with the number of Ordinary Shares
which each such selling shareholder has actually requested to be included in
such registration, regardless of the number of Ordinary Shares with respect to
which such holders have the right to request such inclusion) that can be sold
without exceeding the Maximum Amount; and




(z)            
third, to the extent that the Maximum Amount has not been reached under the
foregoing clauses (x) and (y) the number of securities as to which registration
has been requested pursuant to written contractual “piggy-back” registration
rights of other selling shareholders, (pro rata between such selling
shareholders in accordance with the number of Ordinary Shares which each such
selling shareholder has actually requested to be included in such registration,
regardless of the number of Ordinary Shares with respect to which such selling
shareholders have the right to request such inclusion) that can be sold without
exceeding the Maximum Amount.




[Signature
pages follows]





IN
WITNESS WHEREOF, the Company has caused this
Amendment No. 1 to the Unit Purchase Options to be signed by its duly authorized
officer as of December
16, 2010.





GSME
      ACQUISITION PARTNERS IBy:Name:Title:
 
 Agreed
      and accepted:COHEN
      & COMPANY SECURITIES, LLCBy:Name:Title: