REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 16th, 2009 • GSME Acquisition Partners I • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____ day of _______, 2009, by and among GSME Acquisition Partners I, a Cayman Islands limited life exempted company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...GSME Acquisition Partners I • October 16th, 2009 • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF: (I) __________ __, 2010 AND (II) THE CONSUMMATION BY GSME ACQUISITION PARTNERS I (THE “COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (A “BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (AS DEFINED HEREIN)). THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M, NEW YORK CITY LOCAL TIME, ON ___________ __, 2014.
WARRANT AGREEMENTWarrant Agreement • October 16th, 2009 • GSME Acquisition Partners I • New York
WHEREAS, the Company has received a binding commitment from Eli D. Scher, Larry Wizel and MCK Capital Co., Limited (the “Insiders”), to purchase an aggregate of 3,600,000 warrants (“Insider Warrants”) pursuant to a Subscription Agreement dated as of _______ __, 2009 (the “Subscription Agreement”); and
STOCK ESCROW AGREEMENTStock Escrow Agreement • October 16th, 2009 • GSME Acquisition Partners I • New York
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”).
UNITS CONSISTING OF ONE ORDINARY SHARE AND ONE WARRANT TO PURCHASE ONE ORDINARY SHAREGSME Acquisition Partners I • October 16th, 2009
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 Cohen & 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-a
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 16th, 2009 • GSME Acquisition Partners I • New York
This Agreement is made as of ___________, 2009 by and between GSME Acquisition Partners I (the “Company”) its principal office located at 762 West Beijing Road, Shanghai, PRC 200041 and Continental Stock Transfer & Trust Company (“Trustee”) located at 17 Battery Place, New York, New York 10004.
Subscription AgreementSubscription Agreement • October 16th, 2009 • GSME Acquisition Partners I
The undersigned hereby subscribes for and agrees to purchase _______ warrants (“Insider Warrants”), each to purchase one Ordinary Share, at $1.00 per Insider Warrant, of GSME Acquisition Partners I (the “Corporation”) for an aggregate purchase price of $_________ (“Purchase Price”). The purchase and issuance of the Insider Warrants shall occur simultaneously with the consummation of the Corporation’s initial public offering of Units, consisting of one Ordinary Share and one Public Warrant (“IPO”), which is being underwritten by Cohen & Company Securities, LLC. The Insider Warrants will be sold to the undersigned on a private placement basis and not part of the IPO. Except as herein provided, the Insider Warrants shall have the same terms as the Public Warrants.
3,600,000 Units GSME ACQUISITION PARTNERS I UNDERWRITING AGREEMENTUnderwriting Agreement • October 16th, 2009 • GSME Acquisition Partners I • New York
GSME Acquisition Partners I, a Cayman Islands company with limited liability (the “Company”), hereby confirms its agreement with Cohen & Company Securities, LLC (the “Representative”) and with the other underwriters named on Schedule A hereto, for which the Representative is acting as representative (the Representative, with such other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
