0001144204-12-066839 Sample Contracts

COMMON STOCK PURCHASE WARRANT
Warrant Agreement • December 7th, 2012 • GBS Enterprises Inc • Wholesale-furniture & home furnishings • New York

THIS CERTIFIES THAT, for value received, Edward M. Giles, or his permitted 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 Section 2 hereof, TWO HUNDRED FIFTY THOUSAND (250,000) fully paid and nonassessable shares of the Company’s common stock (the “Common Stock”), at an exercise price per share equal to TWENTY CENTS (USD $0.20) (the “Exercise Price”). The term “Warrant Shares,” as used herein, refers to the shares of Common Stock purchasable hereunder.

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NOTE PURCHASE AND SECURITY AGREEMENT
Note Purchase and Security Agreement • December 7th, 2012 • GBS Enterprises Inc • Wholesale-furniture & home furnishings • New York

This Note Purchase and Security Agreement is entered as of November 30, 2012, between GBS Enterprises Incorporated, a Nevada corporation (the “Company”) and Edward M. Giles, an individual having a principal residence at 17 Heights Rd. Manhasset, NY 11030 (the “Lender”).

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