FORM OF WARRANT AGREEMENTWarrant Agreement • July 14th, 2010 • SMG Indium Resources Ltd. • Miscellaneous metal ores • New York
This Warrant Agreement (the “Agreement”) made as of _____, 2010, between SMG Indium Resources Ltd., a Delaware corporation, with offices at 41 University Drive, Suite 400, Newton, Pennsylvania 18940 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
ContractUnit Purchase Option Agreement • July 14th, 2010 • SMG Indium Resources Ltd. • Miscellaneous metal ores • New York
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, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD OF ONE YEAR FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) SUNRISE SECURITIES CORP., RODMAN & RENSHAW, LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING (DEFINED HEREIN), OR (II) ANY SUCCESSOR, MANAGER, OFFICER, PARTNER, MEMBER OR EMPLOYEE OF SUNRISE SECURITIES CORP., RODMAN & RENSHAW, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
SMG Indium Resources Ltd. UNDERWRITING AGREEMENTUnderwriting Agreement • July 14th, 2010 • SMG Indium Resources Ltd. • Miscellaneous metal ores • New York
The undersigned, SMG Indium Resources Ltd., a corporation formed under the laws of the State of Delaware (collectively, with any of its subsidiaries and affiliates, the “Company”), hereby confirms its agreement with each of Sunrise Securities Corp. and Rodman & Renshaw, LLC (hereinafter referred to as “you,” “Sunrise,” “Rodman,” or, collectively, as the “Representatives”) and with the other underwriters named on Schedule 1 hereto for which you are acting as Representatives (the Representatives and the other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
