Exhibit 4.3


 


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


 





	No. 2014-___	Issue Date: November
28, 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 closing
of the Qualified Offering (the “Qualified Offering Closing Date”) until 5:00 p.m., E.S.T. on three years after
the Qualified Offering Closing Date (the “Expiration Date”), up to that number of fully paid and non-assessable
shares of Common Stock at such per share purchase price as indicated in the following formulation: the Holder shall receive 30%
Warrant coverage tied to the principal amount of Notes purchased by the Holder; the number of Warrants and the number of Warrant
Shares issuable to the Holder hereunder shall be based on the price at which the Company’s Common Stock issued in the Qualified
Offering is sold or, if the Qualified Offering does not directly include the sale of Common Stock, the price at which such other
Company securities sold in the Qualified Offering are exercisable or convertible into Common Stock; and the initial exercise price[1]
of the Warrants will be set at 90% of the price at which the Company’s Common Stock is sold in the Qualified Offering
(or where applicable, at 90% of the exercise or conversion price for the other securities sold in the Qualified Offering)[2].
The aforedescribed exercise 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. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Fourth
Amendment to Transaction Documents, dated as of November 28, 2014.


 










1.
In the event the Qualified Offering consists of more than one offering, the exercise price will be computed on a weighted average
basis. In the event that the Qualified Offering does not close on or prior to December 31, 2015, the initial exercise price of
the Warrants will be calculated based on the price at which the common stock (or exercise or conversion price for other securities)
of the Borrower is sold in the Borrower’s most recent financing prior to December 31, 2015.


2. By way of example, if the Qualified Offering
includes the sale of Company Common Stock at a price of $2.00 per share, on an investment of $100,000 in principal amount of Notes
the Holder shall receive 15,000 Warrants exercisable for the purchase of 15,000 Warrant Shares. Based upon the $2.00 price for
common stock sold in the Qualified Offering in the example above, the Warrant exercise price would be 90% of $2.00 or $1.80 per
share. 


 






    	 



    	 



    

 


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 “Qualified Offering” shall mean one or more public or private offerings of the Company’s securities
resulting in minimum aggregate gross proceeds of $10,000,000, involving the sale of Common
Stock of the Company and/or other Company securities which are exercisable for or convertible into Common Stock of the Company.


 


(e)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 Qualified Offering Closing 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.


 






    	2



    	 



    

 


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.


 


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.


 






    	3



    	 



    

 


1.7.Intentionally
Omitted


.


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 spin-off) 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 “OV” 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.


 






    	4



    	 



    

 


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.


 


3.3Share Issuance.
Until the Expiration Date, if the Company shall issue any Common Stock except for the Excepted Issuances (as defined in the Purchase
Agreements), prior to the complete exercise of this Warrant for a consideration less than the Purchase Price that would be in effect
at the time of such issuance, then, and thereafter successively upon each such issuance, the Purchase Price shall be reduced to
such other lower price for then outstanding Warrants. For purposes of this adjustment, the issuance of any security or debt instrument
of the Company carrying the right to convert such security or debt instrument into Common Stock or of any warrant, right or option
to purchase Common Stock shall result in an adjustment to the Purchase Price upon the issuance of the above-described security,
debt instrument, warrant, right, or option if such issuance is at a price lower than the Purchase Price in effect upon such issuance
and again at any time upon any actual, permitted, optional, or allowed issuances of shares of Common Stock upon any actual, permitted,
optional, or allowed exercise of such conversion or purchase rights if such issuance is at a price lower than the Purchase Price
in effect upon any actual, permitted, optional, or allowed such issuance. Common Stock issued or issuable by the Company for no
consideration will be deemed issuable or to have been issued for $0.01 per share of Common Stock.


 


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



    	 



    

 


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 from the Qualified Offering
Closing Date 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.


 


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.


 






    	6



    	 



    

 


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 more 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 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): Crone Kline Rinde
LLP, 488 Madison Avenue, 12th Floor, New York, NY 10006, Attn: Jeffrey A. Rinde, Esq., facsimile: (212) 400-6901, and
(ii) if to the Holder, to the address and facsimile number listed on the first paragraph of this Warrant, with a copy by fax (which
shall not constitute notice) only to: Grushko & Mittman, P.C., 515 Rockaway Avenue, Valley Stream, New York 11581, facsimile:
(212) 697-3575.


 






    	7



    	 



    

 


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-]


 






    	8



    	 



    

 


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


 


	 	
        UBL INTERACTIVE, INC.

	 	 
	 	By: 	 
	 	 	Name: Doyal Bryant
	 	 	Title: Chief Executive Officer


 






    	9



    	 



    

 


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:


 


________ shares of
the Common Stock covered by such Warrant.


 


Since the Warrant is only exercisable via cash
exercise, the undersigned shall pay the sum of $________ by certified or official bank check (or via wire transfer) to the Company
in accordance with the terms of the Warrant.


 


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 upon 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)




 






    	10



    	 



    

 


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)



	 	 
	 	 	 



 


 


11