FORM OF WARRANT AGREEMENTWarrant Agreement • March 10th, 2011 • SMG Indium Resources Ltd. • Miscellaneous metal ores • New York
This Warrant Agreement (the “Agreement”) made as of _____, 2011, 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”).
AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • March 10th, 2011 • SMG Indium Resources Ltd. • Miscellaneous metal ores • New York
This Amended and Restated Management Services Agreement (this “Agreement”), by and between SMG Indium Resources Ltd., a Delaware corporation (the “Company”) and Specialty Metals Group Advisors LLC, a Delaware limited liability company (the “Manager”), entered into as of ______, 2011 and effective immediately upon the effectiveness of the initial public offering of the Company (the “IPO”).
ContractUnit Purchase Option Agreement • March 10th, 2011 • 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.
6,000,000 Units SMG Indium Resources Ltd. UNDERWRITING AGREEMENTUnderwriting Agreement • March 10th, 2011 • 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:
