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-2012-14


 


COMMON STOCK PURCHASE WARRANT


 


THIS
CERTIFIES THAT, for value received, JOERG OTT, or his registered 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
Paragraph 2 hereof, ONE HUNDRED TWENTY THOUSAND (120,000) fully paid and nonassessable shares of the Company’s
common stock (the “Common Stock”), at an exercise price per share equal to ONE DOLLAR AND FIFTY CENTS (USD $1.50)
(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 time to time on or after the date on which this Warrant is
issued and until 5:00 p.m., New York time on 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.


 



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(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)  Registration
of Warrant Shares. The Company shall promptly prepare and file a Registration Statement on Form S-1 or other applicable
form with the Securities and Exchange Commission to register the Warrant Shares under the Securities Act of 1933, as amended, in
the event the Common Stock of the Company trades at or above $3.00 per share, and shall use its best efforts to have such registration
statement or form, as the case may be, deemed effective by the Securities and Exchange Commission as soon as practicable and to
maintain the effectiveness of the Registration Statement or appropriate form, as the case may be, until all of the Warrant Shares
are sold or no longer necessary, whichever is sooner.


 


(d)  Listing.
The Company shall promptly secure the listing of the shares of Common Stock issuable upon exercise of the Warrant upon each national
securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official
notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed,
such listing of all shares of Common Stock from time to time issuable upon the exercise of this Warrant; and the Company shall
so list on each national securities exchange or automated quotation system, as the case may be, and shall maintain such listing
of, any other shares of capital stock of the Company issuable upon the exercise of this Warrant if and so long as any shares of
the same class shall be listed on such national securities exchange or automated quotation system.


 


(e)  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.


 


(f)  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.           Forced
Exercise. The Warrantholder hereby understands and covenants that in the event the Common Stock of the Company is trading
at an average of at least $3.00 per share for a period of not less than 20 consecutive trading days, the Warrantholder shall be
required to fully exercise this Warrant within ten (10) business days following the 20th trading day. The Warrantholder
shall furnish the Company with a completed and fully executed Form of Exercise Agreement attached to this Warrant and remit the
funds pursuant to the Form of Exercise Agreement and the terms of this Warrant.


 


5.           Redemption.
Throughout the Exercise Period, the Company shall have the right to redeem this Warrant for $0.05 per Warrant Share. In the event
the Company elects to redeem this Warrant pursuant to this Paragraph 5, the Company shall promptly notify the holder of this Warrant
in writing, and such writing 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.


  


6.           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.


 



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7.           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.


 


8.           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.


 


(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.


 


9.           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 Paragraph 10 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 Paragraph 10 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 Paragraph 9, this Warrant shall be promptly canceled by the Company. The Company shall pay all taxes (other than securities
transfer taxes) and all other expenses (other than legal expenses, if any, incurred by the holder or transferees) and charges payable
in connection with the preparation, execution, and delivery of Warrants pursuant to this Paragraph 9.


 



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(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.


 


(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, (ii) that the holder or transferee execute and deliver to
the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an “accredited
investor” as defined in Rule 501(a) promulgated under the Securities Act; provided that no such opinion, letter or status
as an “accredited investor” shall be required in connection with a transfer pursuant to Rule 144 under the Securities
Act. The first holder of this Warrant, by taking and holding the same, represents to the Company that such holder is acquiring
this Warrant for investment and not with a view to the distribution thereof.


 





10. 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 Mr. Joerg Ott, 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 Paragraph 10, or, if mailed by registered or certified mail or with a recognized overnight mail courier
upon deposit with the United States Post Office or such overnight mail courier, if postage is prepaid and the mailing is properly
addressed, as the case may be.


 


11. Governing Law.  THIS WARRANT SHALL
BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA 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 UNITED STATES FEDERAL COURTS LOCATED IN NEVADA 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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12.
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.


 


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


 


	 	GBS ENTERPRISES INCORPORATED
	 	 	 
	 	By:	/s/ Joerg Ott
	 	 	Name:  Joerg Ott
	 	 	Title:  Chief Executive Officer and President


 


Dated as of April 16, 2012


 


	REGISTERED WARRANTHOLDER:	JOERG OTT
	 	 
	WARRANT NO.:	WA-2012-14
	 	 
	WARRANT SHARES:	120,000
	 	 
	EXERCISE PRICE:	$1.50 PER SHARE


 



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FORM OF EXERCISE AGREEMENT


 


Dated: ______________________


 


The undersigned, pursuant
to the provisions set forth in Warrant No: WA-2012-14, 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 $_______________.


 


	Wire Instructions:	 
	Bank Name:	Rumson-Fair Haven Bank
	Bank Address:	636 River Road, Fair Haven, NJ 07704
	Bank Phone #:	(732) 345-1100
	Routing Number:	021213504
	Account Name:	Virginia K. Sourlis, Esq. Attorney TRUST Account
	Account Number:	0212002455
	 	 
	Check Instructions:	 
	 	 
	Virginia K. Sourlis, Esq.	 
	The Sourlis Law Firm	 
	The Courts of Red Bank	 
	130 Maple Avenue, Suite 9B2	 
	Red Bank, NJ 07701	 
	Phone:    (732) 530-9007


 


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:	JOERG OTT
	 	 	 
	 	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.


 



    	 



    	 



    

 


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.