THIS WARRANT AND THE SHARES ISSUABLE
UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NEITHER THIS WARRANT NOR
ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES
UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS,
THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.


 


Warrant Number: WA-2013-05


 


COMMON STOCK
PURCHASE WARRANT


 


THIS CERTIFIES THAT, for value received,
Stephen D. Baksa, or his permitted assigns, is entitled to purchase from GBS Enterprises Incorporated, a Nevada corporation
(the “Company”), at any time or from time to time during the period specified in Section 2 hereof, ONE
HUNDRED THOUSAND (100,000) fully paid and nonassessable shares of the Company’s common stock (the “Common Stock”),
at an exercise price per share equal to TWENTY-FIVE CENTS (USD $0.25) (the “Exercise Price”).
The term “Warrant Shares,” as used herein, refers to the shares of Common Stock purchasable hereunder.


 


This Warrant is subject to the following
terms, provisions, and conditions:


 


1.            Manner
of Exercise; Issuance of Certificates; Payment for Shares.
 Subject to the provisions hereof, this Warrant may be exercised by the holder hereof (“Warrantholder”),
in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto
(the “Exercise Agreement”), to the Company during normal business
hours on any business day at the Company’s principal executive offices (or such other office or agency of the Company as
it may designate by notice to the Warrantholder), and upon the full payment to the Company in cash, by certified or official bank
check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise
Agreement. The Warrant Shares so purchased shall be deemed to be issued to the Warrantholder hereof or such holder’s designee,
as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered,
the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above.
Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement,
shall be delivered to the Warrantholder within a reasonable time, not exceeding five (5) business days, after this Warrant shall
have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the Warrantholder and
shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall
have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery
of such certificates, deliver to the Warrantholder a new Warrant representing the number of shares with respect to which this Warrant
shall not then have been exercised.


 


2.            Period
of Exercise.  This Warrant is exercisable at any
time or from its issue date of July 1, 2013 until 5:00 p.m., New York time on the third anniversary of the date of grant (the “Exercise
Period”).


 


3.           Certain
Agreements of the Company.  The Company hereby covenants
and agrees as follows:


 




    	 



    	 



    

 


(a)          Shares
to be Fully Paid.   All Warrant Shares will, upon
issuance in accordance with the terms of this Warrant, be validly issued, fully paid, and nonassessable and free from all taxes,
liens, and charges with respect to the issue thereof.


 


(b)          Reservation
of Shares.  During the Exercise Period, the
Company shall at all times have authorized, and reserved for the purpose of issuance upon exercise of this Warrant, a sufficient
number of shares of Common Stock to provide for the exercise of this Warrant.


 


(c)          Certain
Actions Prohibited.  The Company will not,
by amendment of its charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale
of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed
or performed by it hereunder, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant
and in the taking of all such action as may reasonably be requested by the holder of this Warrant in order to protect the exercise
privilege of the holder of this Warrant against dilution or other impairment, consistent with the tenor and purpose of this Warrant.
Without limiting the generality of the foregoing, the Company (i) will not increase the par value of any shares of Common Stock
receivable upon the exercise of this Warrant above the Exercise Price then in effect and (ii) will take all such actions as may
be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common
Stock upon the exercise of this Warrant.


 


(d)          Successors
and Assigns.  This Warrant will be binding
upon any entity succeeding to the Company by merger, consolidation, or acquisition of all or substantially all the Company’s
assets.


 


4.           Tax
Issues.  The issuance of certificates for
Warrant Shares upon the exercise of this Warrant shall be made without charge to the holder of this Warrant or such shares for
any issuance tax or other costs in respect thereof, provided that the Company shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than the holder of
this Warrant.


 


5.           No
Rights or Liabilities as a Shareholder.  This
Warrant shall not entitle the holder hereof to any voting rights or other rights as a shareholder of the Company. No provision
of this Warrant, in the absence of affirmative action by the holder hereof to purchase Warrant Shares, and no mere enumeration
herein of the rights or privileges of the holder hereof, shall give rise to any liability of such holder for the Exercise Price
or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.


 


6.           Adjustments
in Exercise Price/Number of Shares.


 


(a)          Subdivision
of or Combination of Common Stock.  If the
Company at any time subdivides (by any stock split, stock dividend, recapitalization, reorganization, reclassification or otherwise)
the shares of Common Stock acquirable upon the exercise of this Warrant into a greater number of shares, then, after the date
of record for effecting such subdivision, the Exercise Price in effect immediately prior to such subdivision will be proportionately
reduced. If the Company at any time combines (by any reverse stock split, recapitalization, reorganization, reclassification or
otherwise) the shares of Common Stock acquirable hereunder into a smaller number of shares, then, after the date of record for
effecting such combination, the Exercise Price in effect immediately prior to such subdivision will be proportionately increased.


 




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(b)          Adjustment
of Number of Shares.  Upon each adjustment of the
Exercise Price pursuant to the provision above, the number of shares of Common Stock issuable upon exercise of this Warrant shall
be adjusted by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of
shares of Common Stock issuable upon exercise of this Warrant immediately prior to such adjustment and dividing the product so
obtained by the adjusted Exercise Price.


 


(c)          Minimum
Adjustment of Exercise Price.  No adjustment
of the Exercise Price shall be made in an amount of less than 1% of the Exercise Price in effect at the time such adjustment is
otherwise required to be made, but any such lesser adjustment shall be carried forward and shall be made at the time and together
with the next subsequent adjustment which, together with any adjustments so carried forward, shall amount to not less than 1%
of such Exercise Price.


 


7.           Transfer,
Exchange, and Replacement of Warrant.


 


(a)          Restriction
on Transfer. This Warrant and the rights granted
to the holder hereof are transferable, in whole or in part, upon surrender of this Warrant, together with a properly executed
assignment in the form attached hereto, at the office or agency of the Company referred to in Section 8 below, provided, however,
that any transfer or assignment shall be subject to the conditions set forth herein. Until due presentment for registration of
transfer on the books of the Company, the Company may treat the registered holder hereof as the owner and holder hereof for all
purposes, and the Company shall not be affected by any notice to the contrary.


 


(b)          Warrant
Exchangeable for Different Denominations.  This
Warrant is exchangeable, upon the surrender hereof by the holder hereof at the office or agency of the Company referred to in
Section 8 below, for new Warrants of like tenor representing in the aggregate the right to purchase the number of shares of Common
Stock which may be purchased hereunder, each of such new Warrants to represent the right to purchase such number of shares as
shall be designated by the holder hereof at the time of such surrender.


 


(c)          Replacement
of Warrant.  Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant and, in the case of any such loss,
theft, or destruction, upon delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company, or,
in the case of any such mutilation, upon surrender and cancellation of this Warrant, the Company, at its expense, will execute
and deliver, in lieu thereof, a new Warrant of like tenor.


 


(d)          Cancellation;
Payment of Expenses.  Upon the surrender of
this Warrant in connection with any transfer, exchange, or replacement as provided in this Section 7, this Warrant shall be promptly
canceled by the Company. The Company shall pay all reasonable and customary expenses (other than legal expenses and taxes, if
any, incurred by the holder or transferees) and charges payable in connection with the preparation, execution, and delivery of
Warrants pursuant to this Section 7.


 


(e)          Register. 
The Company shall maintain, at its principal executive offices (or such other office or agency of the Company as it may designate
by notice to the holder hereof), a register for this Warrant, in which the Company shall record the name and address of the person
in whose name this Warrant has been issued, as well as the name and address of each transferee and each prior owner of this Warrant.


 




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(f)          Exercise
or Transfer Without Registration.  If, at
the time of the surrender of this Warrant in connection with any exercise, transfer, or exchange of this Warrant, this Warrant
(or, in the case of any exercise, the Warrant Shares issuable hereunder), shall not be registered under the Securities Act of
1933, as amended (the “Securities Act”) and under applicable state securities or blue sky laws, the Company may require,
as a condition of allowing such exercise, transfer, or exchange, (i) that the holder or transferee of this Warrant, as the case
may be, furnish to the Company a written opinion of counsel, which opinion and counsel are acceptable to the Company, to the effect
that such exercise, transfer, or exchange may be made without registration under the Securities Act and under applicable state
securities or blue sky laws and (ii) that the holder or transferee execute and deliver to the Company an investment letter in
form and substance acceptable to the Company.


 


8.           Notices. 
All notices, requests, and other communications required or permitted to be given or delivered hereunder to the holder of this
Warrant shall be in writing, and shall be personally delivered, or shall be sent by certified or registered mail or by recognized
overnight mail courier, postage prepaid and addressed, to such holder at the address shown for such holder on the books of the
Company, or at such other address as shall have been furnished to the Company by notice from such holder. All notices, requests,
and other communications required or permitted to be given or delivered hereunder to the Company shall be in writing, and shall
be personally delivered, or shall be sent by certified or registered mail or by recognized overnight mail courier, postage prepaid
and addressed, to the office of the Company c/o Chief Executive Officer, 585 Molly Lane, Woodstock, GA 30189, or at such other
address as shall have been furnished to the holder of this Warrant by notice from the Company. Any such notice, request, or other
communication may be sent by facsimile, but shall in such case be subsequently confirmed by a writing personally delivered or
sent by certified or registered mail or by recognized overnight mail courier as provided above. All notices, requests, and other
communications shall be deemed to have been given either at the time of the receipt thereof by the person entitled to receive
such notice at the address of such person for purposes of this Section 8, or, if mailed by registered or certified mail or with
a recognized overnight mail courier, two days after deposit with the United States Post Office or the day following deposit with
such overnight mail courier, if postage is prepaid and the mailing is properly addressed, as the case may be.


 


9.           Governing
Law.  THIS WARRANT SHALL BE ENFORCED, GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY
WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION
OF THE FEDERAL OR STATE COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER
THIS WARRANT, THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES
IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER AGREE
THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS
UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW. BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTY WHICH
DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER THIS WARRANT SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING ATTORNEYS’
FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH DISPUTE.


 




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10.          Miscellaneous.


 


(a)          Amendments.
 This Warrant and any provision hereof may only be amended by an instrument in writing
signed by the Company and the holder hereof.


 


(b)          Descriptive
Headings.  The descriptive headings of the
several paragraphs of this Warrant are inserted for purposes of reference only, and shall not affect the meaning or construction
of any of the provisions hereof.


 


(c)          Remedies.
 The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable
harm to the holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges
that the remedy at law for a breach of its obligations under this Warrant will be inadequate and agrees, in the event of a breach
or threatened breach by the Company of the provisions of this Warrant, that the holder shall be entitled, in addition to all other
available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining,
preventing or curing any breach of this Warrant and to enforce specifically the terms and provisions thereof, without the necessity
of showing economic loss and without any bond or other security being required.


 




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IN WITNESS WHEREOF, the Company
has caused this Warrant to be signed by its duly authorized officer.


 


	GBS ENTERPRISES INCORPORATED
	 	 
	By:	 	 
	 	 
	 	Name: Gary D. MacDonald
	 	 
	 	Title: Chief Executive Officer


 


Dated as of May 1, 2013


 


	REGISTERED WARRANTHOLDER:	STEPHEN D. BAKSA
	 	 
	WARRANT NO.:	WA-2013-05
	 	 
	WARRANT SHARES:	100,000
	 	 
	EXERCISE PRICE:	$0.25 PER SHARE


 




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FORM OF EXERCISE AGREEMENT


 


Dated: ______________________


 


The undersigned, pursuant to the provisions
set forth in Warrant No: WA-2013-05, hereby agrees to purchase _____________________ shares of Common Stock of GBS Enterprises
Incorporated covered by such Warrant, at $________________ per share and makes payment herewith in full therefor at the price per
share provided by such Warrant in cash or by certified or official bank check in the amount of $________________.


 


Please issue a certificate or certificates
for such shares of Common Stock in the name of and pay any cash for any fractional share to:


 


	Name:	 
	 	 
	Signature:	 
	 	 
	Address:	 



 


	Note:	The above signature should correspond exactly with the name on the face of the within Warrant, if applicable.


 


and, if said number of shares of Common
Stock shall not be all the shares purchasable under the within Warrant, a new Warrant is to be issued in the name of said undersigned
covering the balance of the shares purchasable thereunder less any fraction of a share paid in cash.


 




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FORM OF ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned
hereby sells, assigns, and transfers all the rights of the undersigned under the within Warrant, with respect to the number of
shares of Common Stock covered thereby set forth herein below, to:


 


	Name of Assignee	Address	No of Shares
	 	 	 


, and hereby irrevocably constitutes and
appoints ___________________________________ as agent and attorney-in-fact to transfer said Warrant on the books of the within-named
corporation, with full power of substitution in the premises.


 


Dated: ________ __, 20__


 


	In the presence of:	 	 	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Signature:	 
	 	 	 	 
	 	 	Title of Signing Officer or Agent (if any):
	 	 	 
	 	 	Address:	 
	 	 	 	 
	 	 	 	Note: The above signature should correspond exactly with the name on the face of the within Warrant, if applicable.


 








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