[Face of
Certificate – SMG INDIUM RESOURCES LTD.]

    


    (SEE
REVERSE SIDE FOR LEGEND)

    


    ___.W

    


    WARRANTS

    


    (THIS
WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME,
[                     ],
2015)

    


    SMG
INDIUM RESOURCES LTD.

    


    CUSIP
_______

    


    WARRANT

    


    THIS
WARRANT CERTIFIES THAT, for value received _______________________, or
registered agents, is the registered holder of a Warrant or Warrants expiring
[                        ],
2015 (the “Warrant”) to purchase one fully paid and non-assessable share of
common stock, par value $.001 per share (the “Shares”), of SMG INDIUM RESOURCES
LTD., a Delaware corporation (the “Company”), for each Warrant evidenced by this
Warrant Certificate.

    


    The
Warrant entitles the holder thereof to purchase from the Company, commencing on
September __, 2010 [THE DATE OF THE FINAL PROSPECTUS RELATING TO THE COMPANY’S
INITIAL PUBLIC OFFERING], and will expire unless exercised before 5:00 p.m., New
York City Time, on [—], 2015 [FIVE YEARS FROM THE DATE OF THE FINAL PROSPECTUS
RELATING THE COMPANY’S INITIAL PUBLIC OFFERING], such number of Shares at the
price of $5.75 per share, upon surrender of this Warrant Certificate and payment
of the Warrant Price at the office or agency of the Warrant Agent, Continental
Stock Transfer & Trust Company, but only subject to the conditions set forth
herein and in the Warrant Agreement between the Company and Continental Stock
Transfer & Trust Company.  In no event shall the registered holder
of this Warrant be entitled to receive a net-cash settlement, shares of common
stock or other consideration in lieu of physical settlement in Shares of the
Company. The Warrant Agreement provides that, upon the occurrence of certain
events, the Warrant Price and the number of Shares purchasable hereunder, set
forth on the face hereof, may, subject to certain conditions, be adjusted. The
term Warrant Price as used in this Warrant Certificate refers to the price per
Share at which Shares may be purchased at the time the Warrant is
exercised.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    This
Warrant will expire on the date first above written if it is not exercised prior
to such date by the registered holder pursuant to the terms of the Warrant
Agreement or if it is not redeemed by the Company prior to such
date.

    


    No
fraction of a Share will be issued upon any exercise of a Warrant. If, upon
exercise of a Warrant, a holder would be entitled to receive a fractional
interest in a Share, the Company will, upon exercise, round up to the nearest
whole number the aggregate number of Shares to be issued to the warrant
holder.  For the purpose of this paragraph, multiple exercises of this
Warrant by one holder will only be rounded up to the nearest whole number on one
occasion.

    


    Upon any
exercise of the Warrant for less than the total number of full Shares provided
for herein, there shall be issued to the registered holder hereof or his
assignee a new Warrant Certificate covering the number of Shares for which the
Warrant has not been exercised.

    


    Warrant
Certificates, when surrendered at the office or agency of the Warrant Agent by
the registered holder hereof in person or by attorney duly authorized in
writing, may be exchanged in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for another
Warrant Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants.

    


    Upon due
presentment for registration of transfer of the Warrant Certificate at the
office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants shall be issued to the transferee in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement,
without charge except for any applicable tax or other governmental
charge.

    


    The
Company and the Warrant Agent may deem and treat the registered holder as the
absolute owner of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone) for the purpose of any
exercise hereof, of any distribution to the registered holder, and for all other
purposes, and neither the Company nor the Warrant Agent shall be affected by any
notice to the contrary.

    


    This
Warrant does not entitle the registered holder to any of the rights of a
stockholder of the Company.

    


    The
Company reserves the right to call the Warrant at any time after [___], 2011
[SIX MONTHS FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT] and prior to
its exercise, with a notice of call in writing to the holders of record of the
Warrant, giving 30 days’ notice of such call at any time after the Warrant
becomes exercisable if, and only if, the last sale price of the Shares has been
at least $8.00 per share on each of 20 trading days within a 30 trading day
period ending on the third business day prior to the date on which notice of
such call is given. The call price of the Warrants is to be $.01 per Warrant.
Any Warrant either not exercised or tendered back to the Company by the end of
the date specified in the notice of call shall be canceled on the books of the
Company and have no further value except for the $.01 call
price.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    COUNTERSIGNED:

    CONTINENTAL
STOCK TRANSFER & TRUST COMPANY

    WARRANT
AGENT

    BY:

    AUTHORIZED
OFFICER

    


    DATED:

    


    (Signature)

    CHIEF
EXECUTIVE OFFICER

    


    (Seal)

    


    (Signature)

    SECRETARY

    


    [Reverse
of Certificate]

    


    SUBSCRIPTION
FORM

    


    To Be
Executed by the Registered Holder in Order to Exercise Warrants

    


    The
undersigned Registered Holder irrevocably elects to exercise _________ Warrants
represented by this Warrant Certificate, and to purchase the shares of Common
Stock issuable upon the exercise of such Warrants, and requests that
Certificates for such shares shall be issued in the name of

    


    
      
        

      
(PLEASE
TYPE OR PRINT NAME AND ADDRESS)

    
       

      
        

      

      
         

        
          

        

        
           

        

      

    

    
      
        

      
(SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        	
                and
      be delivered to

              	
                 
        

              


      

    

    
      
        	                                   	
                
                          (PLEASE
      PRINT OR TYPE NAME AND
ADDRESS) 

                

              


      

    

     

    
      

    


    and, if
such number of Warrants shall not be all the Warrants evidenced by this Warrant
Certificate, that a new Warrant Certificate for the balance of such Warrants be
registered in the name of, and delivered to, the Registered Holder at the
address stated below:
 

    Dated:

    
       

      
        

      
(SIGNATURE)

    
      
        

      
(ADDRESS)

    
      

    

     

    
      
        

      
(TAX
IDENTIFICATION NUMBER)

    


    ASSIGNMENT

    


    To Be
Executed by the Registered Holder in Order to Assign Warrants

    


    For Value
Received,_____________________hereby sell(s), assign(s), and transfer(s)
unto

     

    
      
        

      
(PLEASE
TYPE OR PRINT NAME AND ADDRESS)

     

    
      

    

     

    
      

    

     

    
      

    

    (SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)

    


    
      
        	
                and
      be delivered to

              	
                 

              


      

    

    
      	
                                                 

            	
                      (PLEASE
      PRINT OR TYPE NAME AND ADDRESS)

            


    

    
 

    of the
Warrants represented by this Warrant Certificate, and hereby irrevocably
constitute and


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    appoint________________________________Attorney
to transfer this Warrant Certificate on the books of the Company, with full
power of substitution in the premises.

    


    Dated:

    


    
      
(SIGNATURE)

    


    Notice:
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.

    


    Signature(s)
Guaranteed:

    


    THE
SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE
17Ad-15).

    


    THE
SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME
WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A
COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK
EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK
EXCHANGE.