Exhibit
4.4


 





 



 





GBS
INC.


 


and


 


CONTINENTAL
STOCK TRANSFER & TRUST COMPANY, as


Warrant
Agent


 





 



 





Warrant
Agency Agreement


 


Dated
as of ___________, 20__


 




    	 	 	 



    	 



    




 


WARRANT
AGENCY AGREEMENT


 


WARRANT
AGENCY AGREEMENT, dated as of __________, 20__ (“Agreement”), between GBS Inc., a Delaware corporation (the
“Company”), and Continental Stock Transfer & Trust Company, a _______ limited liability trust company (the
“Warrant Agent”).


 


W
I T N E S S E T H


 


WHEREAS,
pursuant to a registered offering by the Company of shares of common stock and/or shares of Series B convertible preferred stock
(the “Preferred Stock”) that are convertible into shares of common stock, par value $0.01 per share (the “Common
Stock”), and Warrants (as defined below), pursuant to an effective registration statement on Form S-1 (File No. 333-232557)
(the “Registration Statement”), the Company wishes to issue Warrants in book entry form entitling the respective
holders of the Warrants (the “Holders”, which term shall include a Holder’s transferees, successors and
assigns and “Holder” shall include, if the Warrants are held in “street name”, a Participant (as defined
below) or a designee appointed by such Participant) to purchase an aggregate of up to ______ shares of Common Stock underlying
the Series A Warrants (as defined below) and up to _____ shares of Common Stock underlying the Series B Warrants (as defined below)
upon the terms and subject to the conditions hereinafter set forth (the “Offering”);


 


WHEREAS,
the shares of Preferred Stock and Warrants to be issued in connection with the Offering shall be immediately separable and will
be issued separately, but will be purchased together in the Offering; and


 


WHEREAS,
the Company wishes the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection
with the issuance, registration, transfer, exchange, exercise and replacement of the Warrants.


 


NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:


 


Section
1. Certain Definitions. For purposes of this Agreement, the following terms have the meanings indicated:


 


(a)
“Affiliate” has the meaning ascribed to it in Rule 12b-2 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”).


 


(b)
“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the
United States or any day on which the Nasdaq Stock Market is authorized or required by law or other governmental action to close.


 


(c)
“Close of Business” on any given date means 5:00 p.m., New York City time, on such date; provided, however,
that if such date is not a Business Day it means 5:00 p.m., New York City time, on the next succeeding Business Day.


 


(e)
“Person” means an individual, corporation, association, partnership, limited liability company, joint venture,
trust, unincorporated organization, government or political subdivision thereof or governmental agency or other entity.


 


(f)
“Series A Warrants” means Series A Common Stock purchase warrants of the Company with a term of exercise of
five (5) years following the Initial Exercise Date.


 


(g)
“Series B Warrants” means Series B Common Stock purchase warrants of the Company with a term of exercise of
five (5) years following the Initial Exercise Date.


 


(h)
“Series A Warrant Certificate” means a certificate in substantially the form attached as Exhibit 1-A
hereto, representing such number of Warrant Shares (as defined below) as is indicated therein, provided that any reference to
the delivery of a Series A Warrant Certificate in this Agreement shall include delivery of notice from the Depositary or a Participant
(each as defined below) of the transfer or exercise of Series A Warrant in the form of a Series A Global Warrant (as defined below).


 


(i)
“Series B Warrant Certificate” means a certificate in substantially the form attached as Exhibit 1-B
hereto, representing such number of Warrant Shares as is indicated therein, provided that any reference to the delivery of a Series
B Warrant Certificate in this Agreement shall include delivery of notice from the Depositary or a Participant (each as defined
below) of the transfer or exercise of Series B Warrant in the form of a Series B Global Warrant (as defined below).


 




    	 	 	 



    	 



    




 


(j)
“Warrant Certificates” means, collectively, the Series A Warrant Certificate and the Series B Warrant Certificate
and, each, a “Warrant Certificate”.


 


(k)
“Warrant Shares” means the shares of Common Stock underlying the Warrants and issuable upon exercise of the
Warrants.


 


(l)
“Warrants” means, collectively, the Series A Warrants and the Series B Warrants and, each, a “Warrant”.


 


All
other capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Warrant Certificates.


 


Section
2. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance
with the express terms or conditions hereof (and no implied terms and conditions) and the general practices of Continental Stock
Transfer & Trust Company, and the Warrant Agent hereby accepts such appointment. The Company may from time to time appoint
such Co-Warrant Agents as it may, in its sole discretion, deem necessary or desirable upon ten (10) calendar days’ prior
written notice to the Warrant Agent. The Warrant Agent shall have no duty to supervise, and shall in no event be liable for, the
acts or omissions of any such Co-Warrant Agent. In the event the Company appoints one or more co-Warrant Agents, the respective
duties of the Warrant Agent and any Co-Warrant Agent shall be as the Company shall reasonably determine, provided that such duties
and determination are consistent with the terms and provisions of this Agreement.


 


Section
3. Global Warrants.


 


(a)
The Series A Warrants and the Series B Warrants, respectively, shall be issuable in book entry form (the “Series A Global
Warrant” and the “Series B Global Warrant”, respectively, and, collectively, the “Global
Warrants” and, each, a “Global Warrant”). All of the Series A Warrants and the Series B Warrants,
respectively, shall initially be represented by one or more Series A Global Warrants and Series B Global Warrants, respectively,
deposited with the Warrant Agent and registered in the name of Cede & Co., a nominee of The Depository Trust Company (the
“Depositary”), or as otherwise directed by the Depositary. Ownership of beneficial interests in the Series
A Warrants and the Series B Warrants, respectively, shall be shown on, and the transfer of such ownership shall be effected through,
records maintained by (i) the Depositary or its nominee for each Global Warrant or (ii) institutions that have accounts with the
Depositary (such institution, with respect to a Warrant in its account, a “Participant”).


 


(b)
If the Depositary subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct
the Warrant Agent regarding other arrangements for book-entry settlement. In the event that the Warrants are not eligible for,
or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions
to the Depositary to deliver to the Warrant Agent for cancellation each Global Warrant, and the Company shall instruct the Warrant
Agent in writing to deliver to each Holder a Warrant Certificate.


 


(c)
A Holder has the right to elect at any time or from time to time a Warrant Exchange (as defined below) pursuant to a Warrant Certificate
Request Notice (as defined below). Upon written notice by a Holder to the Warrant Agent for the exchange of some or all of such
Holder’s Global Warrants for a Series A Warrant Certificate or a Series B Warrant Certificate, as applicable, evidencing
the same number of Warrants, which request shall be in the form attached hereto as Annex A (a “Warrant Certificate
Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant
Certificate Request Notice Date” and the deemed surrender upon delivery by the Holder of a number of Global Warrants
for the same number of Warrants evidenced by a Warrant Certificate, a “Warrant Exchange”), the Warrant Agent
shall promptly effect the Warrant Exchange and shall promptly issue and deliver, at the expense of the Company, to the Holder
a Series A Warrant Certificate or a Series B Warrant Certificate, as applicable, for such number of Warrants in the name set forth
in the Warrant Certificate Request Notice. Such Series A Warrant Certificate or a Series B Warrant Certificate, as applicable,
shall be dated the original issue date of the Warrants, shall be executed by manual signature by an authorized signatory of the
Company, shall be in the form attached hereto as Exhibit 1-A or Exhibit 1-B, respectively. In connection with a
Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent to deliver, the Series A Warrant Certificate or
a Series B Warrant Certificate, as applicable, to the Holder within three (3) Business Days of the Warrant Certificate Request
Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery
Date”). Notwithstanding anything herein to the contrary, the Company shall act as warrant agent with respect to any
physical Series A Warrant Certificate or Series B Warrant Certificate issued pursuant to this section. If the Company fails for
any reason to deliver to the Holder the Series A Warrant Certificate or the Series B Warrant Certificate subject to the Warrant
Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated
damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Series A Warrant Certificate or Series B Warrant
Certificate (based on the VWAP (as defined in the Warrants) of the Common Stock on the Warrant Certificate Request Notice Date),
$10 per Business Day for each Business Day after such Warrant Certificate Delivery Date until such Series A Warrant Certificate
or Series B Warrant Certificate, as applicable, is delivered or, prior to delivery of such Series A Warrant Certificate or Series
B Warrant Certificate, the Holder rescinds such Warrant Exchange. In no event shall the Warrant Agent be liable for the Company’s
failure to deliver the Series A Warrant Certificate or the Series B Warrant Certificate by the Warrant Certificate Delivery Date.
The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be
deemed to be the holder of the Series A Warrant Certificate or Series B Warrant Certificate, as applicable, and, notwithstanding
anything to the contrary set forth herein, the Series A Warrant Certificate or Series B Warrant Certificate shall be deemed for
all purposes to contain all of the terms and conditions of the Series A Warrants or Series B Warrants, as applicable, evidenced
by such Series A Warrant Certificate or Series B Warrant Certificate, as applicable, and the terms of this Agreement, other than
Sections 3(c) and 9 herein, shall not apply to the Warrants evidenced by the Series A Warrant Certificate or the Series B Warrant
Certificate, as applicable. For purposes of clarity, the Company and the Warrant Agent acknowledge and agree that, with respect
to the terms of the Warrants, the Warrant Certificate or Global Warrant shall set forth the terms of the Warrants and, in the
event of any conflict between the Warrant Certificate or the Global Warrant and this Agreement, the Warrant Certificate or the
Global Warrants, as the case may be, shall control. For purposes of Regulation SHO, a holder whose interest in this Warrant is
a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC shall be deemed to have
exercised its interest in this Warrant upon instructing its broker that is a DTC participant to exercise its interest in this
Warrant, except that, if the date of exercise is a date when the stock transfer books of the Company are closed, such person shall
be deemed to have become the holder of such shares at the open of business on the next succeeding date on which the stock transfer
books are open.


 




    	 	 	 



    	 



    




 


Section
4. Form of Warrant Certificates. The Series A Warrant Certificate, together with the form of election to purchase Common
Stock (“Exercise Notice”) and the form of assignment to be printed on the reverse thereof, shall be in the
form of Exhibit 1-A hereto and the Series B Warrant Certificate, together with the form of Exercise Notice and the form
of assignment to be printed on the reverse thereof, shall be in the form of Exhibit 1-B hereto.


 


Section
5. Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief
Executive Officer, Chief Financial Officer or Vice President, either manually or by facsimile signature, and have affixed thereto
the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company,
either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually
or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who
shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the
Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant
Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased
to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the
actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate,
although at the date of the execution of this Agreement any such person was not such an officer.


 


The
Warrant Agent will keep or cause to be kept, at its office designated for such purposes, books for registration and transfer of
the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant
Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant
Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.


 


Section
6. Transfer, Split Up, Combination and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates.
With respect to the Series A Global Warrant and the Series B Global Warrant, respectively, subject to the provisions of the Series
A Warrant Certificate and the Series B Warrant Certificate, respectively, and the last sentence of this first paragraph of Section
6 and subject to applicable law, rules or regulations, or any “stop transfer” instructions the Company may give to
the Warrant Agent, at any time after the closing date of the Offering, and at or prior to the Close of Business on the Termination
Date (as such term is defined in the Warrant Certificate), any Warrant Certificate or Warrant Certificates or Global Warrant or
Global Warrants may be transferred, split up, combined or exchanged for another Warrant Certificate or Warrant Certificates or
Global Warrant or Global Warrants, entitling the Holder to purchase a like number of shares of Common Stock as the Warrant Certificate
or Warrant Certificates or Global Warrant or Global Warrants surrendered then entitled such Holder to purchase. Any Holder desiring
to transfer, split up, combine or exchange any Warrant Certificate or Global Warrant shall make such request in writing delivered
to the Warrant Agent, and shall surrender the Warrant Certificate or Warrant Certificates, together with the required form of
assignment and certificate duly executed and properly completed and such other documentation as the Warrant Agent may reasonably
request, to be transferred, split up, combined or exchanged at the office of the Warrant Agent designated for such purpose, provided
that no such surrender is applicable to the Holder of a Global Warrant. Any requested transfer of Warrants, whether in book-entry
form or certificate form, shall be accompanied by evidence of authority of the party making such request that may be reasonably
required by the Warrant Agent. Thereupon the Warrant Agent shall, subject to the last sentence of this first paragraph of Section
6, countersign and deliver to the Person entitled thereto a Warrant Certificate or Warrant Certificates, as the case may be, as
so requested. The Company may require payment from the Holder of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer, split up, combination or exchange of Warrant Certificates. The Warrant Agent shall
not have any duty or obligation to take any action under any section of this Agreement that requires the payment of taxes and/or
charges unless and until it is satisfied that all such payments have been made.


 




    	 	 	 



    	 



    




 


Upon
receipt by the Warrant Agent of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of a Warrant
Certificate, which evidence shall include an affidavit of loss, or in the case of mutilated certificates, the certificate or portion
thereof remaining, and, in case of loss, theft or destruction, of indemnity or security reasonably acceptable to the Company and
the Warrant Agent, and satisfaction of any other reasonable requirements established by Section 8-405 of the Uniform Commercial
Code as in effect in the State of Delaware, and reimbursement to the Company and the Warrant Agent of all reasonable expenses
incidental thereto, and upon surrender to the Warrant Agent and cancellation of the Warrant Certificate if mutilated, the Company
will make and deliver a new Warrant Certificate of like tenor to the Warrant Agent for delivery to the Holder in lieu of the Warrant
Certificate so lost, stolen, destroyed or mutilated.


 


Section
7. Exercise of Warrants; Exercise Price; Termination Date.


 


(a)
The Series A Warrants and the Series B Warrants shall be exercisable commencing on the Initial Exercise Date. The Series A Warrants
and the Series B Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder and under
this Agreement shall cease, at or prior to the Close of Business on the Termination Date (as such term is defined in the Series
A Warrant Certificate and the Series B Warrant Certificate, respectively). Subject to the foregoing and to Section 7(b) below,
the Holder of a Series A Warrant or a Series B Warrant, as applicable, may exercise the Series A Warrant and the Series B Warrant,
as applicable, in whole or in part upon surrender of the Series A Warrant Certificate or the Series B Warrant Certificate, as
applicable, if required, with the properly completed and duly executed Exercise Notice and payment of the Exercise Price (unless
exercised via a cashless exercise), which may be made, at the option of the Holder, by wire transfer or by certified or official
bank check in United States dollars, to the Warrant Agent at the office of the Warrant Agent designated for such purposes. In
the case of the Holder of a Global Warrant, the Holder shall deliver the duly executed Exercise Notice and the payment of the
Exercise Price as described herein. Notwithstanding any other provision in this Agreement, a holder whose interest in a Global
Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing
corporation performing similar functions), shall effect exercises by delivering to the Depositary (or such other clearing corporation,
as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required
by the Depositary (or such other clearing corporation, as applicable). The Company acknowledges that the bank accounts maintained
by the Warrant Agent in connection with the services provided under this Agreement will be in its name and that the Warrant Agent
may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds held in those
accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or Exercise Price. No ink-original
Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise
Notice be required.


 


(b)
Upon receipt of an Exercise Notice for a Cashless Exercise, the Warrant Agent shall deliver a copy of the Exercise Notice to the
Company and request from the Company and the Company shall promptly calculate and transmit to the Warrant Agent in writing the
number of Warrant Shares issuable in connection with such Cashless Exercise. The Warrant Agent shall have no obligation under
this Agreement to calculate, the number of Warrant Shares issuable in connection with a Cashless Exercise nor shall the Warrant
agent have any duty or obligation to investigate or confirm whether the Company’s determination of the number of Warrant
Shares issuable upon such exercise, pursuant to this Section 7, is accurate or correct.1


 


 






1
TBD cost basis of shares issued.


 




    	 	 	 



    	 



    




 


(c)
Upon the Warrant Agent’s receipt of a Series A Warrant Certificate or a Series B Warrant Certificate, as applicable, at
or prior to the Close of Business on the Termination Date set forth in such Series A Warrant Certificate or Series B Warrant Certificate,
as applicable, with the executed Exercise Notice and payment of the Exercise Price for the shares to be purchased (other than
in the case of a Cashless Exercise) and an amount equal to any applicable tax, or governmental charge referred to in Section 6
by wire transfer, or by certified check or bank draft payable to the order of the Company (or, in the case of the Holder of a
Global Warrant, the delivery of the executed Exercise Notice and the payment of the Exercise Price (other than in the case of
a Cashless Exercise) and any other applicable amounts as set forth herein), the Warrant Agent shall cause the Warrant Shares underlying
such Series A Warrant Certificate or Series B Warrant Certificate, as applicable, or Series A Global Warrant or Series B Global
Warrant, as applicable, to be delivered to or upon the order of the Holder of such Series A Warrant Certificate or Series B Warrant
Certificate, as applicable, or Series A Global Warrant or Series B Global Warrant, as applicable, registered in such name or names
as may be designated by such Holder, no later than the Warrant Share Delivery Date (as such term is defined in the Series A Warrant
Certificate or Series B Warrant Certificate, as applicable). If the Company is then a participant in the DWAC system of the Depositary
and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the
Warrant Shares by Holder or (B) the Warrant is being exercised via Cashless Exercise, then the certificates for Warrant Shares
shall be transmitted by the Warrant Agent to the Holder by crediting the account of the Holder’s broker with the Depositary
through its DWAC system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant
to Section 2(d)(i) or 2(d)(iv) of the Series A Warrant Certificate or Series B Warrant Certificate, as applicable, such obligation
shall be solely that of the Company and not that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement,
except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal
to the aggregate Exercise Price of the Warrant Shares to be purchased upon exercise of such Holder’s Warrant as set forth
in Section 7(a) hereof by the Warrant Share Delivery Date, the Warrant Agent will not obligated to deliver such Warrant Shares
(via DWAC or otherwise) until following receipt of such payment, and the applicable Warrant Share Delivery Date shall be deemed
extended by one day for each day (or part thereof) until such payment is delivered to the Warrant Agent.


 


(d)
The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the
Company maintained with the Warrant Agent for such purpose (or to such other account as directed by the Company in writing) and
shall advise the Company via email at the end of each day on which exercise notices are received or funds for the exercise of
any Warrant are received of the amount so deposited to its account.


 


(e)
In case the Holder of any Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, upon the request of the
Holder, a new Warrant Certificate evidencing the number of Warrants equivalent to the number of Warrants remaining unexercised
may be issued by the Warrant Agent to the Holder of such Warrant Certificate or to his duly authorized assigns in accordance with
Section 2(d)(ii) of the Warrant Certificate, subject to the provisions of Section 6 hereof.


 


Section
8. Cancellation and Destruction of Warrant Certificates. All Warrant Certificates surrendered for the purpose of exercise,
transfer, split up, combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the
Warrant Agent for cancellation or in canceled form, or, if surrendered to the Warrant Agent, shall be canceled by it, and no Warrant
Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company
shall deliver to the Warrant Agent for cancellation and retirement, and the Warrant Agent shall so cancel and retire, any other
Warrant Certificate purchased or acquired by the Company otherwise than upon the exercise thereof. The Warrant Agent shall deliver
all canceled Warrant Certificates to the Company, or shall, at the written request of the Company, destroy such canceled Warrant
Certificates, and in such case shall deliver a certificate of destruction thereof to the Company, subject to any applicable law,
rule or regulation requiring the Warrant Agent to retain such canceled certificates.


 


Section
9. Certain Representations; Reservation and Availability of Shares of Common Stock or Cash.


 


(a)
This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and
delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the
Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming
due execution thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration
Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with
their terms and entitled to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable
principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).


 


(b)
As of the date hereof, the authorized capital stock of the Company consists of (i) _____ shares of Common Stock, of which _______
shares of Common Stock are issued and outstanding, and ______ shares of Common Stock are reserved for issuance upon exercise of
the Warrants, and (ii) ______ shares of preferred stock, of which ____ shares are issued and outstanding, and ______ shares of
Common Stock are reserved for issuance upon conversion of the Preferred Stock. Except as disclosed in the Registration Statement,
there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any
class of capital stock of the Company.


 


(c)
The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares
of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number
of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants.


 


(d)
The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants.


 




    	 	 	 



    	 



    




 


(e)
The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and
charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing
Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge
which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or
delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants
surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until
any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such
Warrant Certificate at the time of surrender) or until it has been established to the Company’s and the Warrant Agent’s
reasonable satisfaction that no such tax or governmental charge is due.


 


Section
10. Common Stock Record Date. Each Person in whose name any certificate for shares of Common Stock is issued (or to whose
broker’s account is credited shares of Common Stock through the DWAC system) upon the exercise of Warrants shall for all
purposes be deemed to have become the holder of record for the Common Stock represented thereby on, and such certificate shall
be dated, the date on which submission of the Exercise Notice was made, provided that the Warrant Certificate evidencing such
Warrant was duly surrendered (but only if required herein) and payment of the Exercise Price (and any applicable transfer taxes)
was received on or prior to the Warrant Share Delivery Date; provided, however, that, if the date of submission
of the Exercise Notice is a date upon which the Common Stock transfer books of the Company are closed, such Person shall be deemed
to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding day on which the
Common Stock transfer books of the Company are open.


 


Section
11. Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants. The Exercise Price,
the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time
as provided in Section 3 of the Series A Warrant Certificate or the Series B Warrant Certificate, as applicable. In the event
that at any time, as a result of an adjustment made pursuant to Section 3 of the Series A Warrant Certificate or the Series B
Warrant Certificate, as applicable, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares
of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon
exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable
to the provisions with respect to the shares contained in Section 3 of the Warrant Certificate, and the provisions of Sections
7, 9 and 13 of this Agreement with respect to the shares of Common Stock shall apply on like terms to any such other shares. All
Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Series A Warrant
Certificate or the Series B Warrant Certificate, as applicable, shall evidence the right to purchase, at the adjusted Exercise
Price, the number of shares of Common Stock purchasable from time to time hereunder upon exercise of the Warrants, all subject
to further adjustment as provided herein.


 


Section
12. Certification of Adjusted Exercise Price or Number of Shares of Common Stock. Whenever the Exercise Price or the number
of shares of Common Stock issuable upon the exercise of each Series A Warrant Certificate or the Series B Warrant Certificate,
as applicable, is adjusted as provided in Section 11 or 13, the Company shall (a) promptly prepare a certificate setting forth
the Exercise Price of each Series A Warrant Certificate or the Series B Warrant Certificate, as applicable, as so adjusted, and
a brief, reasonably detailed statement of the facts accounting for such adjustment, (b) promptly file with the Warrant Agent and
with each transfer agent for the Common Stock a copy of such certificate and (c) instruct the Warrant Agent, at the Company’s
expense, to send a brief summary thereof to each Holder of a Series A Warrant Certificate or the Series B Warrant Certificate,
as applicable. The Warrant Agent shall be fully protected in relying on such certificate and on any adjustment or statement therein
contained and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of any such adjustment
or any such event unless and until it shall have received such certificate.


 


Section
13. Fractional Shares of Common Stock.


 


(a)
The Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever
any fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect
a rounding of such fraction to the nearest whole Warrant (rounded down).


 


(b)
The Company shall not issue fractions of shares of Common Stock upon exercise of Warrants or distribute stock certificates which
evidence fractional shares of Common Stock. Whenever any fraction of a share of Common Stock would otherwise be required to be
issued or distributed, the actual issuance or distribution in respect thereof shall be made in accordance with Section 2(d)(v)
of the Warrant Certificate.


 




    	 	 	 



    	 



    




 


Section
14. Concerning the Warrant Agent.


 


(a)
The Company agrees to pay to the Warrant Agent, pursuant to the fee schedule mutually agreed upon by the parties hereto and provided
separately on the date hereof, for all services rendered by it hereunder and, from time to time, its reasonable expenses and counsel
fees and other disbursements incurred in the preparation, delivery, negotiation, amendment, administration and execution of this
Agreement and the exercise and performance of its duties hereunder.


 


(b)
The Company covenants and agrees to indemnify and to hold the Warrant Agent harmless against any costs, expenses (including reasonable
fees and expenses of its legal counsel), losses or damages, which may be paid, incurred or suffered by or to which it may become
subject, arising from or out of, directly or indirectly, any claims or liability resulting from its actions or omissions as Warrant
Agent pursuant hereto; provided, that such covenant and agreement does not extend to, and the Warrant Agent shall not be indemnified
with respect to, such costs, expenses, losses and damages incurred or suffered by the Warrant Agent as a result of, or arising
out of, its gross negligence, bad faith, or willful misconduct (each as determined by a final non-appealable court of competent
jurisdiction). Notwithstanding anything in this Agreement to the contrary, any liability of the Warrant Agent under this Agreement
will be limited to the amount of annual fees paid by the Company to the Warrant Agent during the twelve (12) months immediately
preceding the event for which recovery from the Warrant Agent is being sought. The reasonable costs and expenses incurred by the
Warrant Agent in enforcing this right of indemnification shall be paid by the Company.


 


(c)
Upon the assertion of a claim for which the Company may be required to indemnify the Warrant Agent, the Warrant Agent shall promptly
notify the Company in writing of such assertion, and shall keep the other party reasonably advised with respect to material developments
concerning such claim. However, failure to give such notice shall not affect the Warrant Agent’s right to and the Company’s
obligations for indemnification hereunder.


 


(d)
Neither party to this Agreement shall be liable to the other party for any consequential, indirect, punitive, special or incidental
damages under any provisions of this Agreement or for any consequential, indirect, punitive, special or incidental damages arising
out of any act or failure to act hereunder even if that party has been advised of or has foreseen the possibility of such damages.


 


(e)
Notwithstanding anything contained herein to the contrary, the rights and obligations of the parties set forth in this Section
14 shall survive termination of this Agreement, the expiration of the Warrants or the resignation, removal or replacement of the
Warrant Agent.


 


Section
15. Purchase or Consolidation or Change of Name of Warrant Agent. Any Person into which the Warrant Agent or any successor
Warrant Agent may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to
which the Warrant Agent or any successor Warrant Agent shall be party, or any Person succeeding to the stock transfer or other
shareholder services business of the Warrant Agent or any successor Warrant Agent, shall be the successor to the Warrant Agent
under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto,
provided that such Person would be eligible for appointment as a successor Warrant Agent under the provisions of Section 17. In
case at the time such successor Warrant Agent shall succeed to the agency created by this Agreement any of the Warrant Certificates
shall have been countersigned but not delivered, any such successor Warrant Agent may adopt the countersignature of the predecessor
Warrant Agent and deliver such Warrant Certificates so countersigned; and in case at that time any of the Warrant Certificates
shall not have been countersigned, any successor Warrant Agent may countersign such Warrant Certificates either in the name of
the predecessor Warrant Agent or in the name of the successor Warrant Agent; and in all such cases such Warrant Certificates shall
have the full force provided in the Warrant Certificates and in this Agreement.


 


In
case at any time the name of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been
countersigned but not delivered, the Warrant Agent may adopt the countersignature under its prior name and deliver Warrant Certificates
so countersigned; and in case at that time any of the Warrant Certificates shall not have been countersigned, the Warrant Agent
may countersign such Warrant Certificates either in its prior name or in its changed name; and in all such cases such Warrant
Certificates shall have the full force provided in the Warrant Certificates and in this Agreement.


 


Section
16. Duties of Warrant Agent. The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the
following express terms and conditions (and no implied terms and conditions), by all of which the Company, by its acceptance hereof,
shall be bound and shall not assume any obligations or relationship of agency or trust with any of the Holders of the Warrants
or any other Person:


 


(a)
The Warrant Agent may consult with legal counsel selected by it (who may be legal counsel for the Company), and the opinion and
advice of such counsel shall be full and complete authorization and protection to the Warrant Agent as to any action taken or
omitted by it in accordance with such opinion or advice.


 




    	 	 	 



    	 



    




 


(b)
Whenever in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any
fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter
(unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established
by a certificate signed by the Chief Executive Officer, Chief Financial Officer or Vice President of the Company; and such certificate
shall be full authorization and protection to the Warrant Agent and the Warrant Agent shall incur no liability for or in respect
of any action taken, suffered or omitted to be taken by it under the provisions of this Agreement in reliance upon such certificate.
The Warrant Agent shall have no duty to act without such a certificate as set forth in this Section 16(b).


 


(c)
Subject to the limitation set forth in Section 14, the Warrant Agent shall be liable hereunder only for its own gross negligence,
bad faith or willful misconduct (each as determined in a final, non-appealable judgment of a court of competent jurisdiction).


 


(d)
The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement
or in the Warrant Certificates (including in the case of any notation in book entry form to reflect ownership), except its countersignature
thereof, by the Company or be required to verify the same, but all such statements and recitals are and shall be deemed to have
been made by the Company only.


 


(e)
The Warrant Agent shall not have any liability or be under any responsibility in respect of the validity of this Agreement or
the execution and delivery hereof (except the due execution hereof by the Warrant Agent) or in respect of the validity or execution
of any Warrant Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of
any covenant or condition contained in this Agreement or in any Warrant Certificate; nor shall it be responsible for the adjustment
of the Exercise Price or the making of any change in the number of shares of Common Stock required under the provisions of Section
11 or 13 or responsible for the manner, method or amount of any such change or adjustment or the ascertaining of the existence
of facts that would require any such adjustment or change (except with respect to the exercise of Warrants evidenced by Warrant
Certificates after actual notice of any adjustment of the Exercise Price); nor shall it by any act hereunder be deemed to make
any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this
Agreement or any Warrant Certificate or as to whether any shares of Common Stock will, when issued, be duly authorized, validly
issued, fully paid and nonassessable.


 


(f)
Each party hereto agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged
and delivered all such further and other acts, instruments and assurances as may reasonably be required by the other party hereto
for the carrying out or performing by any party of the provisions of this Agreement.


 


(g)
The Warrant Agent is hereby authorized to accept instructions with respect to the performance of its duties hereunder from the
Chief Executive Officer, Chief Financial Officer or Vice President of the Company, and to apply to such officers for advice or
instructions in connection with its duties, and it shall not be liable and shall be indemnified and held harmless for any action
taken or suffered to be taken by it in good faith in accordance with instructions of any such officer, provided Warrant Agent
carries out such instructions without gross negligence, bad faith or willful misconduct.


 


(h)
The Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the
Warrants or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested,
or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Warrant Agent under this
Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other
Person.


 


(i)
The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either
itself or by or through its attorney or agents, and the Warrant Agent shall not be answerable or accountable for any act, default,
neglect or misconduct of any such attorney or agents or for any loss to the Company resulting from any such act, default, neglect
or misconduct, absent gross negligence or bad faith in the selection and continued employment thereof (which gross negligence
and bad faith must be determined by a final, non-appealable judgment of a court of competent jurisdiction).


 


(j)
The Warrant Agent shall not be obligated to expend or risk its own funds or to take any action that it believes would expose or
subject it to expense or liability or to a risk of incurring expense or liability, unless it has been furnished with assurances
of repayment or indemnity satisfactory to it.


 




    	 	 	 



    	 



    




 


(k)
The Warrant Agent shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating
to any registration statement filed with the Securities and Exchange Commission or this Agreement, including without limitation
obligations under applicable regulation or law.


 


(l)
The Warrant Agent may rely on and be fully authorized and protected in acting or failing to act upon (a) any guaranty of signature
by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion
Program or other comparable “signature guarantee program” or insurance program in addition to, or in substitution
for, the foregoing; or (b) any law, act, regulation or any interpretation of the same even though such law, act, or regulation
may thereafter have been altered, changed, amended or repealed.


 


 (m)
 In the event the Warrant Agent believes any ambiguity or uncertainty
exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Warrant
Agent hereunder, the Warrant Agent, may, in its sole discretion, refrain from taking any action, and shall be fully protected
and shall not be liable in any way to Company, the holder of any Warrant or any other Person for refraining from taking such action,
unless the Warrant Agent receives written instructions signed by the Company which eliminates such ambiguity or uncertainty to
the satisfaction of Warrant Agent.


 


This
Section 16 shall survive the expiration of the Warrants, the termination of this Agreement and the resignation, replacement or
removal of the Warrant Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the
Company.


 


Section
17. Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30
days’ notice in writing sent to the Company and, in the event that the Warrant Agent or one of its affiliates is not also
the transfer agent for the Company, to each transfer agent of the Common Stock. In the event the transfer agency relationship
in effect between the Company and the Warrant Agent terminates, the Warrant Agent will be deemed to have resigned automatically
and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be
responsible for sending any required notice thereunder. The Company may remove the Warrant Agent or any successor Warrant Agent
upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer
agent of the Common Stock, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or
shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail
to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation
or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such
notice, submit his Warrant Certificate for inspection by the Company), then the Holder of any Warrant Certificate may apply to
any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that, for purposes of this Agreement,
the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor Warrant Agent, whether
appointed by the Company or by such a court, shall be a Person, other than a natural person, organized and doing business under
the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise stock transfer
powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment
as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall
be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without
further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property
at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose
but such predecessor Warrant Agent shall not be required to make any additional expenditure (without prompt reimbursement by the
Company) or assume any additional liability in connection with the foregoing. Not later than the effective date of any such appointment,
the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Common Stock,
and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided
for in this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the
Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.


 


Section
18. Issuance of New Warrant Certificates. Notwithstanding any of the provisions of this Agreement or of the Warrants to
the contrary, the Company may, at its option, issue new Warrant Certificates evidencing Warrants in such form as may be approved
by its Board of Directors to reflect any adjustment or change in the Exercise Price per share and the number or kind or class
of shares of stock or other securities or property purchasable under the several Warrant Certificates made in accordance with
the provisions of this Agreement.


 




    	 	 	 



    	 



    




 


Section
19. Notices. Notices or demands authorized by this Agreement to be given or made (i) by the Warrant Agent or by the Holder
of any Warrant Certificate to or on the Company, (ii) by the Company or by the Holder of any Warrant Certificate to or on the
Warrant Agent or (iii) by the Company or the Warrant Agent to the Holder of any Warrant Certificate, shall be deemed given when
in writing (a) on the date delivered, if delivered personally, (b) on the first Business Day following the deposit thereof with
Federal Express or another recognized overnight courier, if sent by Federal Express or another recognized overnight courier, (c)
on the fourth Business Day following the mailing thereof with postage prepaid, if mailed by registered or certified mail (return
receipt requested), and (d) the date of transmission, if such notice or communication is delivered via facsimile or e-mail attachment
at or prior to 5:30 p.m. (New York City time) on a Business Day and (e) the next Business Day after the date of transmission,
if such notice or communication is delivered via facsimile or e-mail attachment on a day that is not a Business Day or later than
5:30 p.m. (New York City time) on any Business Day, in each case to the parties at the following addresses (or at such other address
for a party as shall be specified by like notice):


 


	 	(a)	If
    to the Company, to:


 


GBS
Inc.


 


Attention:


 


With
a copy (which shall not constitute notice) to:


 


Schiff
Hardin, LLP


901
K Street, NW Suite 700


Washington,
DC 20001


Attn:
Ralph De Martino


 


	 	(b)	If
    to the Warrant Agent, to:


 


Continental
Stock Transfer & Trust Company


 


Email:


 


With
a copy to:


 


Continental
Stock Transfer & Trust Company


 


Attention:


Email:


 


For
any notice delivered by email to be deemed given or made, such notice must be followed by notice sent by overnight courier service
to be delivered on the next Business Day following such email, unless the recipient of such email has acknowledged via return
email receipt of such email.


 


(c)
If to the Holder of any Warrant Certificate, to the address of such Holder as shown on the registry books of the Company. Any
notice required to be delivered by the Company to the Holder of any Warrant may be given by the Warrant Agent on behalf of the
Company. Notwithstanding any other provision of this Agreement, where this Agreement provides for notice of any event to a Holder
of any Warrant, such notice shall be sufficiently given if given to the Depositary (or its designee) pursuant to the procedures
of the Depositary or its designee.


 


Section
20. Supplements and Amendments.


 


(a)
The Company and the Warrant Agent may from time to time supplement or amend this Agreement without the approval of any Holders
of Global Warrants in order to (i) add to the covenants and agreements of the Company for the benefit of the Holders of the Global
Warrants, (ii) to surrender any rights or power reserved to or conferred upon the Company in this Agreement, (iii) to cure
any ambiguity, (iv) to correct or supplement any provision contained herein which may be defective or inconsistent with any other
provisions herein, or (v) to make any other provisions with regard to matters or questions arising hereunder which the Company
and the Warrant Agent may deem necessary or desirable, provided that such addition, correction or surrender shall not adversely
affect the interests of the Holders of the Global Warrants or Warrant Certificates in any material respect.


 




    	 	 	 



    	 



    




 


(b)
In addition to the foregoing, with the consent of Holders of Warrants entitled, upon exercise thereof, to receive not less than
a majority of the shares of Common Stock issuable thereunder, the Company and the Warrant Agent may modify this Agreement for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or modifying
in any manner the rights of the Holders of the Global Warrants; provided, however, that no modification of the terms
(including but not limited to the adjustments described in Section 11) upon which the Warrants are exercisable or reducing the
percentage required for consent to modification of this Agreement may be made without the consent of the Holder of each outstanding
warrant certificate affected thereby; provided further, however, that no amendment hereunder shall affect any terms
of any Warrant Certificate issued in a Warrant Exchange. As a condition precedent to the Warrant Agent’s execution of any
amendment, the Company shall deliver to the Warrant Agent a certificate from a duly authorized officer of the Company that states
that the proposed amendment complies with the terms of this Section 20. No supplement or amendment to this Agreement shall be
effective unless duly executed by the Warrant Agent.


 


Section
21. Successors. All covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent
shall bind and inure to the benefit of their respective successors and assigns hereunder.


 


Section
22. Benefits of this Agreement. Nothing in this Agreement shall be construed to give any Person other than the Company,
the Holders of Warrant Certificates and the Warrant Agent any legal or equitable right, remedy or claim under this Agreement;
but this Agreement shall be for the sole and exclusive benefit of the Company, the Warrant Agent and the Holders of the Warrant
Certificates.


 


Section
23. Governing Law; Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be governed by, and
construed in accordance with, the laws of the State of New York without giving effect to the conflicts of law principles thereof.
The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement
shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District
of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any
objection to such exclusive jurisdiction and that such courts represent an inconvenience forum.


 


Section
24. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
A signature to this Agreement transmitted electronically shall have the same authority, effect and enforceability as an original
signature.


 


Section
25. Captions. The captions of the sections of this Agreement have been inserted for convenience only and shall not control
or affect the meaning or construction of any of the provisions hereof.


 


Section
26. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the
remainder of such provisions or the remaining provisions of this Agreement; provided, however, that if such prohibited and
invalid provision shall adversely affect the rights, immunities, liabilities, duties or obligations of the Warrant Agent, the
Warrant Agent shall be entitled to resign immediately upon written notice to the Company.


 


Section
27. Force Majeure. Notwithstanding anything to the contrary contained herein, the Warrant Agent will not be liable for
any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts
of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities,
or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor
difficulties, war, or civil unrest.


 


Section
28. Entire Agreement. The parties hereto acknowledge that there are no agreements or understandings, written or oral,
between them with respect to matters contemplated hereunder other than as set forth herein and the Warrant Certificates, that
this Agreement and the Warrant Certificates contain the entire agreement between them with respect to the subject matter hereof
and thereof.








 


Section
29. Fees; Expenses. As consideration for the services provided by Continental (the “Services”), the
Company shall pay to Continental the fees set forth on Schedule 1 hereto (the “Fees”). If the
Company requests that Continental provide additional services not contemplated hereby, the Company shall pay to Continental
fees for such services at Continental’s reasonable and customary rates, such fees to be governed by the terms of a
separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service
Fee”; together with the Fees, the “Service Fees”)








 


(a)
The Company shall reimburse Continental for all reasonable and documented expenses incurred by Continental (including,
without limitation, reasonable and documented fees and disbursements of counsel) in connection with the Services (the
“Expenses”); provided, however, that Continental reserves the right to request advance
payment for any reasonable and documented out-of-pocket expenses. The Company agrees to pay all Service Fees and Expenses
within thirty (30) days following receipt of an invoice from Continental.


 


(b)
The Company agrees and acknowledges that Continental may adjust the Service Fees may annually, on or about each anniversary
date of this Agreement, by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers United
States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics, plus three percent
(3%).


 


(c)
Upon termination of this Agreement for any reason, Continental shall assist the Company with the transfer of records of the
Company held by Continental as promptly as practicable. Continental shall be entitled to reasonable additional compensation
and reimbursement of any Expenses for the preparation and delivery of such records to the successor agent or to the Company,
and for maintaining records and/or Stock Certificates that are received after the termination of this Agreement (the
“Record Transfer Services”).


 




    	 	 	 



    	 



    




 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


 


	 	GBS INC.
	 	 	 
	 	By:
    	                   
	 	Name:	 
	 	Title:	 
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By:
    	       
	 	Name:
    	 
	 	Title:
    	 


 




    	 	 	 



    	 



    

 


Annex
A: Form of Warrant Certificate Request Notice


 


WARRANT
CERTIFICATE REQUEST NOTICE


 


To:
___________ as Warrant Agent for GBS Inc. (the “Company”)


 


The
undersigned Holder of [Series A] [Series B] Common Stock Purchase Warrants (“Warrants”) in the form of [Series A]
[Series B] Global Warrants issued by the Company hereby elects to receive a Warrant Certificate evidencing the Warrants held by
the Holder as specified below:


 


	 	1.	Name
    of Holder of [Series A] [Series B] Warrants in form of Global Warrants: __________________________
	 	 	 
	 	2.	Name
    of Holder in Warrant Certificate (if different from name of Holder of Warrants in form of Global Warrants): ________________________________
	 	 	 
	 	3.	Number
    of Warrants in name of Holder in form of Global Warrants: ___________________
	 	 	 
	 	4.	Number
    of Warrants for which Warrant Certificate shall be issued: __________________
	 	 	 
	 	5.	Number
    of Warrants in name of Holder in form of Global Warrants after issuance of Warrant Certificate, if any: ___________
	 	 	 
	 	6.	[Series
    A] [Series B] Warrant Certificate shall be delivered to the following address:


 


______________________________


 


______________________________


 


______________________________


 


______________________________


 


The
undersigned hereby acknowledges and agrees that, in connection with this Warrant Exchange and the issuance of the Warrant Certificate,
the Holder is deemed to have surrendered the number of Warrants in form of Global Warrants in the name of the Holder equal to
the number of Warrants evidenced by the Warrant Certificate.


 


[SIGNATURE
OF HOLDER]


 


Name
of Investing Entity: ____________________________________________________


 


Signature
of Authorized Signatory of Investing Entity: ______________________________


 


Name
of Authorized Signatory: ________________________________________________


 


Title
of Authorized Signatory: _________________________________________________


 


Date:
_______________________________________________________________


 




    	 	 	 



    	 



    




 


Exhibit
1-A: Form of Series A Warrant Certificate


 




    	 	 	 



    	 



    




 


Exhibit
1-B: Form of Series B Warrant Certificate


 




    	 	 	 



    	 



    

 


Schedule
1


 


Fees


 


	Monthly Administration Fee for Series A 5-Year Warrants and Series B 5-Year Warrants	 	$	
 

	 	 	 	 
	Public Offering Services	 	 	 
	Public Offering Closing Fee (two Warrant issues)	 	$	
	Assignment of Public Offering Conversion Specialist	 	 	Included
	Posting of shares via DTC FRAC	 	 	Included
	Coordination of working group as part of the offering	 	 	Included
	Attendance at closing by telephone as requested	 	 	Included
	Electronic delivery of shares at time of closing	 	 	Included
	Coordination of over-allotment of shares (if closed separately)	 	$	
	 	 	 	 
	EXCHANGE OF PREFERRED SHARES AND WARRANTS INTO COMMON SHARES	 	 	 
	Per Exercise of Warrants (per request)	 	$	



 


SPECIAL
SERVICES


 


Services
not included herein (including, without limitation, trustee and custodial services, exchange/tender offer services and stock dividend
disbursement services) but requested by the Company may be subject to additional charges.


 


Out-of-pocket
Expenses


 


All
reasonable and customary out-of-pocket expenses will be billed in addition to the foregoing fees. These charges include, but are
not limited to, printing and stationery, freight and materials delivery, postage and handling.


 


The
foregoing fees apply to services ordinarily rendered by Continental and are subject to reasonable adjustment based on final review
of documents.