[FACE OF
CERTIFICATE – SMG INDIUM RESOURCES LTD.]

    


    UNITS


    


    U-___


    


    SEE
REVERSE FOR CERTAIN DEFINITIONS


     

    CUSIP
___________

    


    SMG
INDIUM RESOURCES LTD.

    


    UNITS
CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF
COMMON STOCK

    


    This
Certifies that


    
 

    is the
owner of

    


    Units.

    


    Each Unit
(“Unit”) consists of one (1) share of common stock, par value $.001 per share
(“Common Stock”), of SMG INDIUM RESOURCES LTD., a Delaware corporation (the
“Company”), and one warrant (the “Warrant”). Each Warrant entitles the holder to
purchase one (1) share of Common Stock for $5.75 per share (subject to
adjustment). Each Warrant will become exercisable on
[                  ],
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].

    


    The
Common Stock and Warrant comprising the Units represented by this certificate,
unless the Underwriters inform the Company of an earlier date, are not
separately transferable prior to
[               ],
2010 [NINETY DAYS FROM THE DATE OF THE FINAL PROSPECTUS RELATING THE COMPANY’S
INITIAL PUBLIC OFFERING], provided, however, in no event will the Common Stock
and Warrants begin to trade separately until the business day following the
earlier to occur of the expiration of the underwriters’ over-allotment or its
exercise in full.



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    The terms
of the Warrants are governed by a Warrant Agreement, dated as of
[             ],
2010, 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 17 Battery Place, New York, New York 10004, 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 signature of its duly
authorized officers.

    


    [SMG
INDIUM RESOURCES LTD.]

    


    COUNTERSIGNED
AND REGISTERED:

    CONTINENTAL
STOCK TRANSFER & TRUST COMPANY

    TRANSFER
AGENT AND REGISTRAR

    BY:

    AUTHORIZED
OFFICER

    


    By

    


    (SIGNATURE)

    CHIEF
EXECUTIVE OFFICER

    


    (SEAL)

    


    (SIGNATURE)

    SECRETARY

    


    [REVERSE
OF CERTIFICATE]

    


    SMG
INDIUM RESOURCES LTD.

    


    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.  This certificate and the units represented hereby are
issued and shall be held subject to the terms and conditions applicable to the
securities underlying and comprising the units, including, as applicable, the
Certificate of Incorporation and all amendments thereto, the Warrant Agreement
and resolutions of the Board of Directors providing for the issue of Securities
(copies of which may be obtained from the secretary of the corporation), to all
of which the holder of this certificate by acceptance hereof
assets.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
 

    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:

    


    TEN COM –
as tenants in
common                                                                           

    TEN ENT –
as tenants by the
entireties                                                                                     

    JT TEN –
as joint tenants with right of survivorship and not as tenants in
common

    


    
      
        
          
            
              
                	
                        UNIF
      GIFT MIN ACT–

                      	 
      	
                        Custodian

                      	 
      
	 
      	
                        (Cust)

                      	
                        (Minor)

                      	 
      


              

            

          

        

      

    

    
      
        
          
            	
                    under Uniform Gifts to Minors Act

                  	 
      
	 
      	
                    (State)

                  


          

        

      

    

    


    Additional
abbreviations may also be used though not in the above list.

    


    For value
received ___________________________ , hereby sell(s), assign(s) and transfer(s)
unto

    


    PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


    


    
      
        

      
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
ASSIGNEE)

     

      
        

      

    

     

    
      
        

      
Units represented by the within Certificate, and do hereby irrevocably
constitute and appoint

    


    
      
        

      
Attorney to transfer the said Units on the books of the within named
Company with full power of substitution in the premises.

    


    Dated:

    


    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:

    


    
      
        
          
            	
                    By 

                  	 
      


          

        

      

    

    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).