securities
purchase agreement


 


The undersigned investor
(the “Investor”) hereby purchases the number of Units of GBS Enterprises Incorporated, a Nevada
corporation (the “Company”), set forth above the Investor’s name on the Execution Page of this
Securities Purchase Agreement for purchase price of $1.50 per Unit. Each Unit contains one share (the (“Share”)
of common stock, par value $0.001 per share (the “Common Stock”), of the Company and one warrant (the
“Warrant”) to purchase one share (the “Warrant Share”) of Common Stock of the
Company from the date of issuance until the third anniversary date such date for a purchase price of $1.50 per share. The Units
are being sold to the Investor due to his status as an “Accredited Investor” (as defined in the Securities
Act of 1933, as amended (the “Securities Act”) under the exemption from the registration requirements
of the Securities Act afforded the Company under Section 4(2) promulgated under the Securities Act. The Shares, Warrants and Warrant
Shares are sometimes collectively referred as the “Securities” in this Securities Purchase Agreement.


 


The undersigned acknowledges
that the Securities not been registered under the Securities Act, or the securities laws of any state, that absent an exemption
from registration contained in those laws, the issuance and sale of the Units and underlying Securities would require registration,
and that the Company’s reliance upon such exemption is based upon the undersigned’s representations, warranties, and
agreements contained in this Securities Purchase Agreement.


  


1.           The
Investor represents, warrants, and agrees as follows:


 


(a)          The
Investor is currently an “Accredited Investor,” as that term is defined by Rule 501(a) of Regulation D promulgated
under the Securities Act.


 


(b)          The
Investor is aware that the purchase of the Units and underlying Securities is a speculative investment involving a high degree
of risk and that there is no guarantee that the Investor will realize any gain from this investment, and that the Investor could
lose the total amount of his investment.


 


(c)          The
Investor represents that he is financially capable of sustaining the loss of his entire investment in the Units and underlying
Securities.


 


(d)          The
Investor understands that no federal or state agency or authority has made any finding or determination regarding the fairness
of the Securities for investment, or any recommendation or endorsement of this offering.


 


(c)          The
Investor is purchasing the Units and underlying Securities for its own account, with the intention of holding the Securities, with
no present intention of dividing or allowing others to participate in this investment or of reselling or otherwise participating,
directly or indirectly, in a distribution of the Securities, and shall not make any sale, transfer, or pledge thereof without registration
under the Securities Act and any applicable securities laws of any state or other jurisdiction or unless an exemption from registration
is available under those laws to the satisfaction of the Company and its counsel.



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(d)          The
Investor acknowledges that the Securities are deemed to be “restricted” under Rule 144 of the Securities Act and that
the Shares and Warrants (and Warrant Shares, when delivered upon the exercise of the Warrants) will be deemed to be “restricted”
under Rule 144 of the Securities Act and cannot be resold or transferred unless registered under the Securities Act pursuant to
a registration statement declared effective by the Commission or pursuant to an exemption therefrom.


  


2.          The
undersigned acknowledges and understands the meaning and legal consequences of the representations and warranties which are contained
herein and hereby agrees to indemnify, save and hold harmless the Company and its officers, directors, partners, employees, agents,
and attorneys from and against any and all claims or actions arising out of a breach of any representation, warranty or acknowledgment
of the undersigned contained in this Securities Purchase Agreement and any other related documents. Such indemnification shall
be deemed to survive any purchase of the Securities and to include not only the specific liabilities, losses, damages or obligations
with respect to which such indemnity is provided, but also all reasonable costs, expenses, counsel fees and expenses of settlement
relating thereto, whether or not any such liabilities, losses, damages or obligations shall have been reduced to judgment.


 


3.          Except
as otherwise specifically provided for hereunder, no party shall be deemed to have waived any of his or its rights hereunder or
under any other agreement, instrument or papers signed by any of them with respect to the subject matter hereof unless such waiver
is in writing and signed by the party waiving said right. Except as otherwise specifically provided for hereunder, no delay or
omission by any party in exercising any right with respect to the subject matter hereof shall operate as a waiver of such right
or of any such other right. A waiver on any one occasion with respect to the subject matter hereof shall not be construed as a
bar to, or waiver of, any right or remedy on any future occasion. All rights and remedies with respect to the subject matter hereof,
whether evidenced hereby or by any other agreement, instrument, or paper, will be cumulative, and may be exercised separately or
concurrently.


 


4.          The
parties have not made any representations or warranties with respect to the subject matter hereof not set forth herein, and this
Securities Purchase Agreement, together with any instruments executed simultaneously herewith, constitutes the entire agreement
between them with respect to the subject matter hereof. All understandings and agreements heretofore entered into between the parties
with respect to the subject matter hereof are merged in this Securities Purchase Agreement and any such instrument, which alone
fully and completely express their agreement.


 


5.          This
Securities Purchase Agreement may not be changed, modified, extended, terminated or discharged orally, except by an agreement in
writing, which is signed by all of the parties to this Securities Purchase Agreement.


 


6.          The
parties agree to execute any and all such other and further instruments and documents, and to take any and all such further actions
reasonably required to effectuate this Securities Purchase Agreement and the intent and purposes hereof.



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7.          If
any provision or any portion of any provision of this Securities Purchase Agreement or the application of any such provision or
any portion thereof to any person or circumstance, shall be held invalid or unenforceable, the remaining portion of such provision
not held invalid or unenforceable to any person or circumstance shall not be affected thereby.


 


8.          This
Securities Purchase Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument. The execution of this Securities Purchase Agreement may be by actual
or facsimile signature.


 


9.          This
Securities Purchase Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada without
giving effect to conflicts of law principles and the undersigned hereby consents to the jurisdiction of the courts of the State
of Nevada. 


 



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IN WITNESS WHEREOF, the parties hereto
have executed this Securities Purchase Agreement.


 


	Total Number of Units Purchased:	 	 	120,000	 
	Purchase Price per Unit:	 	$	1.50	 
	Aggregate Purchase Price of Units:	 	$	180,000	 



 


	 	INVESTOR:
	 	 
	 	/s/ Joerg Ott
	Date:  April 16, 2012	Joerg Ott
	 	 
	 	COMPANY:
	 	 
	 	GBS ENTERPRISES INCORPORATED
	 	 
	 	/s/ Joerg Ott
	Date:  April 16, 2012	Joerg Ott
	 	Chief Executive Officer


 



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