0001144204-12-020708 Sample Contracts

COMMON STOCK PURCHASE WARRANT
Warrant Agreement • April 9th, 2012 • GBS Enterprises Inc • Wholesale-furniture & home furnishings • New York

THIS CERTIFIES THAT, for value received, the undersigned, or its 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, ________________ fully paid and nonassessable shares of the Company’s common stock (the “Common Stock”), at an exercise price per share equal to U.S. 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.

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ACQUISITION AGREEMENT AMENDMENT
Acquisition Agreement • April 9th, 2012 • GBS Enterprises Inc • Wholesale-furniture & home furnishings

This ACQUISITION AGREEMENT AMENDMENT is entered into and made effective as of the 30th day of November, 2011 (the “Amendment Date”) by and between GBS Enterprises, Inc., a Nevada Corporation (“GBS” or “Buyer”); SD Holdings Ltd., a Mauritius Corporation (“SYN”), having an office at 608 St. James Court, St. Denis Street, Port Louis, Mauritius; and the shareholders of SYN (“SHR”), owning 100% of issued and outstanding shares of SYN (combined as the “Seller” and represented by Madan S. Kumar, the SHR Representative) as an Amendment to the Acquisition Agreement signed by the Parties effective the 27th day of September 2011.

ACQUISITION AGREEMENT AMENDMENT
Acquisition Agreement • April 9th, 2012 • GBS Enterprises Inc • Wholesale-furniture & home furnishings

This ACQUISITION AGREEMENT AMENDMENT is entered into and made effective as of the 16th day of December, 2011 (the “Closing Date”) by and between GBS Enterprises, Inc., a Nevada Corporation ("GBS" or “Buyer”); SD Holdings Ltd., a Mauritius Corporation ("SYN”), having an office at 608 St. James Court, St. Denis Street, Port Louis, Mauritius; and the shareholders of SYN (“SHR”), owning 100% of issued and outstanding shares of SYN (combined as the “Seller” and represented by Madan S. Kumar, the SHR Representative) as an Amendment to the Acquisition Agreement signed by the Parties effective the 27th day of September 2011.

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