NUMBER

    SHARES

    


    (Face of
Certificate – SMG INDIUM RESOURCES LTD.)

    


    COMMON
STOCK

     

    _____

    


    SMG
INDIUM RESOURCES LTD.

    


    INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE

    


    SEE
REVERSE FOR CERTAIN DEFINITIONS

    


    CUSIP
________

    


    This
Certifies that

    


    is the
owner of

    


    FULLY
PAID AND NON-ASSESSABLE SHARES, PAR VALUE OF $.001 PER SHARE, OF THE COMMON
STOCK OF

    


    SMG
INDIUM RESOURCES LTD.

    


    transferable
on the books of SMG INDIUM RESOURCES LTD. (the “Company”) in person or by duly
authorized attorney upon surrender of this certificate properly
endorsed.  This certificate is not valid unless countersigned by the
Transfer Agent and registered by the Registrar. Witness the seal of the
Corporation and the facsimile signatures of its duly authorized
officers.

    


    Dated:

    


    SMG
INDIUM RESOURCES LTD.

    CORPORATE

    STATE OF
DELAWARE

    SEAL

    2010

    


    AUTHORIZED
OFFICER


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (Signature)

    CHIEF
EXECUTIVE OFFICER

    


    (Seal)

    


    (Signature)

    SECRETARY

    


    COUNTERSIGNED
AND REGISTERED:

    CONTINENTAL
STOCK TRANSFER & TRUST COMPANY

    TRANSFER
AGENT AND REGISTRAR

    BY:

    


    (Reverse
of Certificate)

    


    SMG
INDIUM RESOURCES LTD.

    


    The
Corporation will furnish without charge to each stockholder who so requests, the
powers, designations, preferences and relative participating, optional or other
special rights of each class of stock or series thereof of the Corporation and
the qualifications, limitations, or restrictions of such preferences and/or
rights. This certificate and the shares represented hereby are issued and shall
be held subject to all the provisions of the Certificate of Incorporation and
all amendments thereto and resolutions of the Board of Directors providing for
the issue of shares of Common Stock (copies of which may be obtained from the
secretary of the Corporation), to all of which the holder of this certificate by
acceptance hereof assents.

    


    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)

     

      
        

      

    

    
       

      
        

      

    

    shares of
the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint

     

    
      
        
Attorney
to transfer the said stock 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).