See Legend on Reverse Number _____________ Shares Incorporated under the laws of the state of Delaware TOPAZ ISLAND ACQUISITION CORPORATION Authorized to issue 120,000,000 shares 100,000,000 common shares 20,000,000 preferred shares par value $.0001 each par value $.0001 each This certifies that is the owner of ( ) fully paid and non-assessable Shares of the Common Shares of TOPAZ ISLAND ACQUISITION CORPORATION transferrable only on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed. IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be signed by its duly authorized officers and to be sealed with the Seal of the Corporation this day of A.D. /s/ President [SEAL] ------------------------------------------------------------------------------- (Reverse side of stock certificate) LEGEND: THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF BY ANY INVESTOR TO ANY OTHER PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE LAW OF THE STATE OR JURISDICTION WHERE SOLD, TRANSFERRED OR DISPOSED OF, UNLESS SUCH SALE, TRANSFER OR DISPOSITION SHALL QUALIFY UNDER AN ALLOWED EXEMPTION TO SUCH REGISTRATION. ANY SALE, TRANSFER OR DISPOSITION OF THESE SECURITIES BY AN INVESTOR WILL NORMALLY REQUIRE THE APPROVAL BY COUNSEL TO THE ISSUER. 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. Additional abbreviations may also be used though not in the list. 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 ____________(Minor) under Uniform Gifts to Minors Act ____________(State) For value received, the undersigned hereby sells, assigns and transfers unto _____________________________ (please insert social security or other identifying number of assignee) __________________________ _______________________________________________________________ (please print or typewrite name and address of assignee) _____________________________ Shares represented by the within Certificate, and hereby irrevocably constitutes and appoints ____________________ Attorney to transfer the said shares on the books of the within-named Corporation with full power of substitution in the premises. Dated, _______________________________ ___________________________________ In presence of _______________________________________ 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.