UNITS CONSISTING OF ONE ORDINARY SHARE AND ONE WARRANT TO PURCHASE ONE ORDINARY SHARE
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NUMBER
__________-U
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UNITS
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SEE
REVERSE FOR
CERTAIN
DEFINITIONS
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CUSIP
G4161R 126
UNITS
CONSISTING OF ONE ORDINARY SHARE AND ONE WARRANT TO PURCHASE ONE ORDINARY
SHARE
THIS
CERTIFIES THAT
________________________________________________________________________
is the
owner of
__________________________________________________________________________________
Units.
Each Unit
(“Unit”) consists of one (1) ordinary share, par value $.001 per share
(“Ordinary Share”), of GSME Acquisition Partners I, a Cayman Islands corporation
(the “Company”), and one (1) warrant (the “Warrants”). Each Warrant
entitles the holder to purchase one (1) Ordinary Share for $11.50 per share
(subject to adjustment). Each Warrant will become exercisable on the
Company’s completion of a merger, capital stock exchange, asset acquisition or
other similar business combination and will expire unless exercised before 5:00
p.m., New York City Time, on __________, 2014, or earlier upon redemption (the
“Expiration Date”). The Ordinary Shares and Warrants comprising the
Units represented by this certificate are not transferable separately prior to
__________, 2009, subject to earlier separation in the discretion of Xxxxx &
Company Securities, LLC; provided, however, that in no event shall separate
trading occur prior to the exercise in full, or expiration, of the underwriters’
over-allotment option in the Company’s initial public offering. The
terms of the Warrants are governed by a Warrant Agreement, dated as of
__________, 2009, between the Company and Continental Stock Transfer & Trust
Company, as Warrant Agent, and are subject to the terms and provisions contained
therein, all of which terms and provisions the holder of this certificate
consents to by acceptance hereof. Copies of the Warrant Agreement are
on file at the office of the Warrant Agent at 00 Xxxxxxx Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000, and are available to any Warrant holder on written request and
without cost.
This
certificate is not valid unless countersigned by the Transfer Agent and
Registrar of the Company.
Witness
the facsimile seal of the Company and the facsimile signatures of its duly
authorized officers.
By
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____________________________________
Chairman
of the Board
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 |
____________________________________
Secretary
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The Company will furnish without charge
to each stockholder who so requests, a statement of the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof of the Company and the qualifications,
limitations, or restrictions of such preferences and/or rights.
The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
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TEN
COM –
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as
tenants in common
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UNIF
GIFT MIN ACT - _____ Custodian ______
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TEN
ENT –
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as
tenants by the entireties
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(Cust)
(Minor)
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XX
XXX –
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as
joint tenants with right of survivorship
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under
Uniform Gifts to Minors
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and
not as tenants in common
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Act
______________
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||
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(State)
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Additional
Abbreviations may also be used though not in the above list.
For
value received, ___________________________ hereby sell, assign and transfer
unto
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PLEASE
INSERT SOCIAL SECURITY OR OTHER
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IDENTIFYING
NUMBER OF ASSIGNEE
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_______________________________________________________________________________________________ Units
Dated
_________________
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Notice:
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The
signature to this assignment must correspond with the name as written upon
the face of the certificate in every particular, without alteration or
enlargement or any change
whatever.
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Signature(s)
Guaranteed:
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THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION
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(BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS
WITH
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MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,
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PURSUANT
TO S.E.C. RULE 17Ad-15).
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