Exhibit 4.2


 


NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN
A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE
144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 





	 	Right
to Purchase _____________ shares of Common Stock of
	 	UBL Interactive, Inc. (subject to adjustment as provided herein)



 


COMMON
STOCK PURCHASE WARRANT



 


Issue Date: _______ __ , 2014


 


UBL
INTERACTIVE, INC., a corporation organized under the laws of the State of Delaware (the "Company"), hereby certifies
that, for value received, ____________________ (the "Holder"), address at , or its assigns, is entitled, subject to
the terms set forth below, to purchase from the Company at any time after the Issue Date until 5:00 p.m., E.S.T on three years
after the Issue Date (the -Expiration Date"), up to ___________________________________ fully paid and non-assessable
shares of Common Stock at a per share purchase price of $______. The aforedescribed purchase price per share, as adjusted from
time to time as herein provided, is referred to herein as the “Purchase Price.”  The number and character
of such shares of Common Stock and the Purchase Price are subject to adjustment as provided herein.


 


As
used herein the following terms, unless the context otherwise requires, have the following respective meanings:


 


(a)               
The term "Company- shall mean UBL Interactive, Inc., a Delaware corporation, and any corporation which shall
succeed or assume the obligations of UBL Interactive, Inc. hereunder.


 


(b)               
The term "Common Stock" includes (i) the Company's Common Stock, $0.01 par value per share, and (ii) any other
securities into which or for which any of the securities described in (i) may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or otherwise.


 


(c)               
The term "Other Securities" refers to any stock (other than Common Stock) and other securities of the Company or
any other person (corporate or otherwise) which the holder of the Warrant at any time shall be entitled to receive, or shall have
received, on the exercise of the Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable or
shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 4 or otherwise.


 


(d)               
The term "Warrant Shares" shall mean the Common Stock issuable upon exercise of  this Warrant.


 












    	 



    	 



    

 


1.           Exercise of Warrant.


 


1.1.                 
Number
of Shares Issuable upon Exercise. From and after the Issue Date through and including the Expiration Date, the Holder
hereof shall be entitled to receive, upon exercise of this Warrant in whole in accordance with the terms of Section 1.2
or upon exercise of this Warrant in part in accordance with Section 1.3, shares of Common Stock of the Company, subject
to adjustment pursuant to Section 4 below.


 


1.2.                 
Full
Exercise. This Warrant may be exercised in full by the Holder hereof by delivery to the Company of an original or facsimile
copy of the form of subscription attached as Exhibit A hereto (the "Subscription Form") duly executed by such
Holder and delivery within two days thereafter of payment, in cash, wire transfer or by certified or official bank check payable
to the order of the Company, in the amount obtained by multiplying the number of shares of Common Stock for which this Warrant
is then exercisable by the Purchase Price then in effect. The original Warrant is not required to be surrendered to the Company
until it has been fully exercised.


 


1.3.                 
Partial
Exercise. This Warrant may be exercised in part (but not for a fractional share) by delivery of a Subscription Form in the
manner and at the place provided in Section 1.2, except that the amount payable by the Holder on such partial exercise
shall be the amount obtained by multiplying (a) the number of whole shares of Common Stock designated by the Holder in the Subscription
Form by (b) the Purchase Price then in effect. On any such partial exercise, provided the Holder has surrendered the original
Warrant, the Company, at its expense, will forthwith issue and deliver to or upon the order of the Holder hereof a new Warrant
of like tenor, in the name of the Holder hereof or as such Holder (upon payment by such Holder of any applicable transfer taxes)
may request, the whole number of shares of Common Stock for which such Warrant may still be exercised.


 


1.4.                 
Fair Market Value. For purposes of this Warrant, the Fair Market Value of a share of Common Stock as of a particular
date (the "Determination Date") shall mean:


 


(a)              
If the Company's Common Stock is traded on an exchange or is quoted on the NASDAQ Global Market, NASDAQ Global Select Market,
the NASDAQ Capital Market, the New York Stock Exchange or the American Stock Exchange, LLC, then the average of the closing sale
prices of the Common Stock for the five (5) Trading Days immediately prior to (but not including) the Determination Date;


 


(b)               
If the Company's Common Stock is not traded on an exchange or on the NASDAQ Global Market, NASDAQ Global Select Market, the
NASDAQ Capital Market, the New York Stock Exchange or the NYSE AMEX Equities, but is traded on the OTC Bulletin Board or in the
over-the-counter market or Pink Sheets, then the average of the closing bid and ask prices reported for the five (5) Trading Days
immediately prior to (but not including) the Determination Date;


 


(c)               
Except as provided in clause (d) below and Section 3.1, if the Company's Common Stock is not publicly traded, then
as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then
standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by
education and training to pass on the matter to be decided; or


 


(d)              
If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation,
dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common
Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable
per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d)
that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination
Date.


 



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1.5.                 
Company
Acknowledgment. The Company will, at the time of the exercise of the Warrant, upon the request of the Holder hereof, acknowledge
in writing its continuing obligation to afford to such Holder any rights to which such Holder shall continue to be entitled after
such exercise in accordance with the provisions of this Warrant. If the Holder shall fail to make any such request, such failure
shall not affect the continuing obligation of the Company to afford to such Holder any such rights.


 


1.6.                 
Delivery
of Stock Certificates, etc. on Exercise. The Company agrees that, provided the purchase price listed in the Subscription Form
is received as specified in Section 2, the shares of Common Stock purchased upon exercise of this Warrant shall be deemed
to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which delivery
of a Subscription Form shall have occurred and payment made for such shares as aforesaid. As soon as practicable after the exercise
of this Warrant in full or in part, and in any event within three (3) business days thereafter ("Warrant Share Delivery Date"),
the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of
and delivered to the Holder hereof, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct
in compliance with applicable securities laws, a certificate or certificates for the number of duly and validly issued, fully
paid and non-assessable shares of Common Stock (or Other Securities) to which such Holder shall be entitled on such exercise,
plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash equal to such fraction multiplied
by the then Fair Market Value of one full share of Common Stock, together with any other stock or other securities and property
(including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise.
The Company understands that a delay in the delivery of the Warrant Shares after the Warrant Share Delivery Date could result
in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay (as liquidated damages
and not as a penalty) to the Holder for late issuance of Warrant Shares upon exercise of this Warrant the proportionate amount
of $100 per business day after the Warrant Share Delivery Date for each $10,000 of Purchase Price of Warrant Shares for which
this Warrant is exercised which are not timely delivered. The Company shall pay any payments incurred under this Section in immediately
available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event
that the Company fails for any reason to effect delivery of the Warrant Shares by the Warrant Share Delivery Date, the Holder
may revoke all or part of the relevant Warrant exercise by delivery of a notice to such effect to the Company, whereupon the Company
and the Holder shall each be restored to their respective positions immediately prior to the exercise of the relevant portion
of this Warrant, except that the liquidated damages described above shall be payable through the date notice of revocation or
rescission is given to the Company.


 



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2.          Intentionally Omitted.


 


3.          Adjustment
for Reorganization, Consolidation, Merger, etc.





 


3.1.                 
Fundamental
Transaction. If, at any time while this Warrant is outstanding, (A) the Company effects any merger or consolidation of
the Company with or into another entity, (B) the Company effects any sale of all or substantially all of its assets in one or
a series of related transactions, (C) any tender offer or exchange offer (whether by the Company or another entity) is completed
pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property,
(D) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, or spinoff) with one or more persons or entities whereby such other persons or entities acquire more than the 50%
of the outstanding shares of Common Stock (not including any shares of Common Stock held by such other persons or entities making
or party to, or associated or affiliated with the other persons or entities making or party to, such stock purchase agreement
or other business combination), (E) any "person" or "group" (as these terms are used for purposes of Sections
13(d) and 14(d) of the 1934 Act) is or shall become the "beneficial owner" (as defined in Rule 13d-3 under the 1934
Act), directly or indirectly, of 50% of the aggregate Common Stock of the Company, or (F) the Company effects any reclassification
of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged
for other securities, cash or property (in any such case, a "Fundamental Transaction"), then, upon any subsequent exercise
of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise
immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder, (a) upon exercise of this Warrant,
the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation,
and any additional consideration (the "Alternate Consideration") receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock for which
this Warrant is exercisable immediately prior to such event or (b) if the Company is acquired in (1) a transaction where the consideration
paid to the holders of the Common Stock consists solely of cash, (2) a "Rule 13e-3 transaction" as defined in Rule 13e-3
under the 1934 Act, or (3) a transaction involving a person or entity not traded on a national securities exchange, the Nasdaq
Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market, cash equal to the Black-Scholes Value. For purposes
of any such exercise, the determination of the Purchase Price shall be appropriately adjusted to apply to such Alternate Consideration
based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction,
and the Company shall apportion the Purchase Price among the Alternate Consideration in a reasonable manner reflecting the relative
value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities,
cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate
Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to
effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue
to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder's right to exercise such warrant
into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include
terms requiring any such successor or surviving entity to comply with the provisions of this Section 3.1 and insuring that
this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental
Transaction. -Black-Scholes Value" shall be determined in accordance with the Black-Scholes Option Pricing Model
obtained from the -0V- function on Bloomberg L.P. using (i) a price per share of Common Stock equal to the
VWAP of the Common Stock for the Trading Day immediately preceding the date of consummation of the applicable Fundamental Transaction,
(ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant
as of the date of such request and (iii) an expected volatility equal to the 100 day volatility obtained from the HVT function
on Bloomberg L.P. determined as of the Trading Day immediately following the public announcement of the applicable Fundamental
Transaction.


 


3.2.                 
Continuation
of Terms. Upon any reorganization, consolidation, merger or transfer (and any dissolution following any transfer) referred
to in this Section 3, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to
the Other Securities and property receivable on the exercise of this Warrant after the consummation of such reorganization, consolidation
or merger or the effective date of dissolution following any such transfer, as the case may be, and shall be binding upon the
issuer of any Other Securities, including, in the case of any such transfer, the person acquiring all or substantially all of the
properties or assets of the Company, whether or not such person shall have expressly assumed the terms of this Warrant as provided
in Section 4.


 



    	4



    	 



    

 


4.           Extraordinary Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of Common
Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or
(c) combine its outstanding shares of the Common Stock into a smaller number of shares of Common Stock, then, in each such event,
the Purchase Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Purchase Price
by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event
and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product
so obtained shall thereafter be the Purchase Price then in effect. The Purchase Price, as so adjusted, shall be readjusted in
the same manner upon the happening of any successive event or events described herein in this Section 4. The number of
shares of Common Stock that the Holder of this Warrant shall thereafter, on the exercise hereof be entitled to receive shall be
adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions
of this Section 4) be issuable on such exercise by a fraction of which (a) the numerator is the Purchase Price that would
otherwise (but for the provisions of this Section 4) be in effect, and (b) the denominator is the Purchase Price in effect
on the date of such exercise.


 


5.          Certificate
as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable
on the exercise of the Warrants or the Purchase Price, the Company at its expense will promptly cause its Chief Financial Officer
or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare
a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment
is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common
Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or
Other Securities) outstanding or deemed to be outstanding, and (c) the Purchase Price and the number of shares of Common Stock
to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or
readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the Holder of the Warrant
and any Warrant Agent of the Company (appointed pursuant to Section 11 hereof). Holder will be entitled to the benefit
of the adjustment regardless of the giving of such notice. The timely giving of such notice to Holder is a material obligation
of the Company.


 


6.           Reservation of Stock etc. Issuable on Exercise of Warrant;
Financial Statements. The Company will at all times reserve and keep available, solely for issuance and delivery on the exercise
of the Warrants, all shares of Common Stock (or Other Securities) from time to time issuable on the exercise of the Warrant. This
Warrant entitles the Holder hereof, upon written request, to receive copies of all financial and other information distributed
or required to be distributed to the holders of the Company's Common Stock.


 


7.           Assignment; Exchange of Warrant. Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced
hereby, may be transferred by any registered holder hereof (a "Transferor"). On the surrender for exchange of this Warrant,
with the Transferor's endorsement in the form of Exhibit B attached hereto (the "Transferor Endorsement Form") and together
with an opinion of counsel reasonably satisfactory to the Company that the transfer of this Warrant will be in compliance with
applicable securities laws, the Company will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants
of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "Transferee"),
calling in the aggregate on the face or faces thereof for the number of
shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor.


 



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8.          Replacement of Warrant. On 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 of this Warrant, on delivery of an indemnity
agreement or security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender
and cancellation of this Warrant, the Company at its expense, twice only, will execute and deliver, in lieu thereof, a new Warrant
of like tenor.


 


9.          Maximum
Exercise. The Holder shall not be entitled to exercise this Warrant on an exercise date, in connection with that number of
shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the
Holder and its affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise of this
Warrant with respect to which the determination of this limitation is being made on an exercise date, which would result in beneficial
ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock on such date. For the
purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the
1934 Act and Rule 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to aggregate exercises which would
result in the issuance of mere than 4.99%. The restriction described in this paragraph may be waived, in whole or in part, upon
sixty-one (61) days prior notice from the Holder to the Company to increase such percentage to up to 9.99%, but not in excess
of 9.99%. The Holder may decide whether to convert a Convertible Note or exercise this Warrant to achieve an actual 4.99% or up
to 9.99% ownership position as described above, but not in excess of 9.99%.


 


10.          Warrant Agent. The Company may, by written notice to the Holder of the Warrant, appoint an agent (a "Warrant Agent")
for the purpose of issuing Common Stock (or Other Securities) on the exercise of this Warrant pursuant to Section 1, exchanging
this Warrant pursuant to Section 7, and replacing this Warrant pursuant to Section 8, or any of the foregoing, and
thereafter any such issuance, exchange or replacement, as the case may be, shall be made at such office by such Warrant Agent.


 


11.          Transfer on the Company's Books. Until this Warrant is transferred on the books of the Company, the Company may treat
the registered holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.


 


12.           Intentionally Omitted.


 


13.           Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid,
or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party
shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder
shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting
facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where
such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during
normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by
express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first
occur. The addresses for such communications shall be: if to the Company, to: UBL Interactive, Inc., 6701 Camel Road, Suite 202,
Charlotte, NC 28226, Attn: Doyal Bryant, CEO, facsimile: (888) 286-1432, with a copy by fax only to (which shall not constitute
notice): Sichenzia Ross Friedman Ference LLP, 61 Broadway, 32nd Floor, New York, NY 10006, Attn: Marc Ross, Esq., facsimile:
(212) 930-9725, and (ii) if to the Holder, to the address listed on the first paragraph of this Warrant.


 



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14.          Law
Governing This Warrant. This Warrant shall be governed by and construed in accordance with the laws of the State of New York
without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions
contemplated by this Warrant shall be brought only in the state courts of New York or in the federal courts located in the state
and county of New York. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action
instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens.
The Company and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable
attorney's fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith
is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the
extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision
which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision
of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any
suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.


 


[-Signature Page Follows-]


 



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IN WITNESS
WHEREOF, the Company has executed this Warrant as of the date first written above.


 





	 	UBLINTERACTIVE, INC. 
	 	 	 
	 	By:	 
	 	Name:	Doyal Bryant
	 	Title:	Chief Executive Officer



 






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Exhibit A


 


FORM
OF SUBSCRIPTION 

(to be signed only on exercise of Warrant)


 


TO: UBL
INTERACTIVE, INC.


 


The undersigned,
pursuant to the provisions set forth in the attached Warrant (No.______), hereby irrevocably elects to purchase (check applicable
box):


 


____
shares of the Common Stock covered by such Warrant; or


 


the
maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section
2 of the Warrant.


 


The
undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant,
which is $ . Such payment takes the form of (check applicable box or boxes):


 


_______in
lawful money of the United States; and/or


 


the
cancellation of such portion of the attached Warrant as is exercisable for a total of____ shares of Common Stock (using a
Fair Market Value of $____per share for purposes of this calculation); and/or 




 


the cancellation of such number of shares
of Common Stock as is necessary, in accordance with the formula set forth in Section 2 of the Warrant, to exercise this Warrant
with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth
in Section 2.


 


After application
of the cashless exercise feature as described above,________shares of Common Stock are required to be delivered pursuant to
the instructions below.


 


The
undersigned requests that the certificates for such shares be issued in the name of, and delivered to ______________whose
address is  _______________________ The undersigned represents and warrants that all offers and sales by the undersigned
of the securities issuable upcn exercise of the within Warrant shall be made pursuant to registration of the Common Stock under
the Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an exemption from registration under the
Securities Act.


 





	Dated:		 	 
	 	 	 	(Signature must conform to name of holder as specified
on the face of the Warrant)
	 	 	 	 
	 	 	 	(Address)



 






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Exhibit
B


 


FORM
OF TRANSFEROR ENDORSEMENT 

(To be signed only on transfer of Warrant)


 


For
value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees"
the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of UBL INTERACTIVE,
INC. to which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred,"
respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on
the books of UBL INTERACTIVE, INC. with full power of substitution in the premises.


 


	Transferees	 	Percentage Transferred	 	Number Transferred
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 


	Dated:	 	 	 
	 	 	 	(Signature must conform to name
of holder as specified

on the face of the warrant)



 


	Signed in the presence of:	 	 
	 	 	 	 
	 	 	 	 
	(Name)	 	 	
	 	 	 	(address)
	 	 	 	 
	ACCEPTED AND AGREED:	 	 
	[TRANSFEREE)	 	 	 
	 	 	 	(address)
	 	 	 	 
	(Name)	 	 	 







 


 


10