Exhibit 10.2


 


NOTE PURCHASE AGREEMENT


 


THIS NOTE PURCHASE AGREEMENT
(this “Agreement”) is entered into as of November 21, 2016, by and between YAII PN, LTD., a Cayman Islands
exempt limited partnership (the “Investor”), EZTD INC., a company organized and existing under the laws
of the State of Delaware (the “Company”).


 


WITNESSETH


 


WHEREAS, the parties
desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor, and
the Investor shall purchase from the Company, promissory notes, each substantially in the form attached hereto as Exhibit A
(each a “Note”), in an aggregate principal amount of up to $1,000,000; and


 


WHEREAS, as used
herein the term “Transaction Documents” shall mean this Agreement, any Note or Notes executed by a Company,
and any other agreement entered into in connection with this Agreement, all as amended or extended from time to time.


 


NOW, THEREFORE,
in consideration of the mutual covenants and other agreements contained in this Agreement the Company and the Investor hereby agree
as follows:


 


1.       PURCHASE
AND SALE OF NOTE;


 


(a)       Purchase
of Note. The Investor shall purchase, and the Company shall sell, an aggregate of up to $1,000,000 in principal amount of Notes,
which shall be purchased for 100% of the face amount of the Notes issued and sold. The purchase and sale of the Notes will occur
in 2 tranches, with the 1st tranche in the principal amount of $500,000 being closed upon the execution of the Standby Equity Distribution
Agreement by and between the Company and the Investor dated the date hereof (the “SEDA”) but in no event later
than 2 business days of the date hereof (the “First Closing” and the date of the First Closing shall be referred
to as the “First Closing Date”), and the 2nd tranche in the principal amount of $500,000 being closed
on the date that all the conditions precedent to the Second Closing set forth in Section 1(d) hereof have been satisfied (or such
other date as may be agreed upon by the parties) (the “Second Closing” and the date of the Second Closing shall
be referred to as the “Second Closing Date”), subject to the satisfaction of all the conditions precedent set
forth below.


 


(b)       Form
of Payment. Subject to the satisfaction of the terms and conditions of this Agreement, on each of the First Closing Date and
the Second Closing Date, (i) the Investor shall deliver to the Company as set forth herein the principal amount of the Note to
be issued and sold to the Investor on such closing, and (ii) the Company shall deliver to the Investor, a Note duly executed on
behalf of the Company in the principal amount so purchased.


 


(c)       Fees.
The Company shall pay the Investor, or its nominated designee, the following:


 


(i)       Commitment
Fee. On the First Closing Date, the Company shall pay to YA Global II SPV LLC (as designee of the Investor) a commitment fee
of $25,000, and on the Second Closing Date, the Company shall pay to YA Global II SPV LLC (as designee of the Investor) a commitment
fee of $25,000;


 






    


     

    

 


(d)       Conditions
Precedent to the Second Closing. The obligation of the Investor hereunder to purchase the Note at the Second Closing is subject
to the satisfaction, at or before the Second Closing Date, of each of the following conditions, provided that these conditions
are for the Investor’s sole benefit and may be waived by the Investor at any time in its sole discretion:


 


(i)       The
Company shall have filed with the United States Securities and Exchange Commission the registration statement in connection with
the SEDA;


 


(ii)       The
Company shall have filed in a timely manner all reports and other documents required of it as a reporting company under the Exchange
Act and will not have taken any action or file any document (whether or not permitted by Exchange Act or the rules thereunder)
to terminate or suspend its reporting and filing obligations under the Exchange Act.


 


(iii)       There
shall not have been any condition, circumstance, or situation that has resulted in or would reasonably be expected to result in
a “Material Adverse Effect,” where “Material Adverse Effect” shall mean any condition, circumstance, or
situation that may result in, or reasonably be expected to result in (1) a material adverse effect on the legality, validity or
enforceability of this Agreement or the transactions contemplated herein, (2) a material adverse effect on the results of operations,
assets, business or condition (financial or otherwise) of the Company, taken as a whole, or (3) a material adverse effect on any
Company’ ability to perform in any material respect on a timely basis its obligations under the Transaction Documents: with
respect to each of (1), (2) and (3) above, except for any change, event, occurrence, fact, condition, circumstances, development
or effect (i) resulting from general economic conditions, or resulting from conditions or circumstances generally affecting the
industry in which the Company operates, (ii) resulting from or arising as a result of this Agreement, or (iii) arising from or
relating to any change in applicable accounting requirements or principles, or any change in applicable laws;


 


(iv)       The
representations and warranties contained in Section 3 shall be true and correct in all material respects on and as of the Second
Closing Date as though made at the end of such date, and no event of default shall have occurred and be continuing, or would exist
after giving effect to the Second Closing;


 


(v)       The
Company’s common stock (“Common Stock”) shall be authorized for quotation or trading on the OTC Markets,
the New York Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market, whichever is
at the time the principal trading exchange or market for the Common Stock (the “Principal Market”) and trading
in the Common Stock shall not have been suspended for any reason; and


 


(vi)       The
parties have signed a closing statement with respect to the Second Closing in an agreed upon form.


 






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2.       INVESTOR’S
REPRESENTATIONS AND WARRANTIES.


 


Investor hereby represents
and warrants to the Company that the following are true and correct as of the date hereof, and as of the First Closing Date and
the Second Closing Date:


 


(a)       Organization
and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of the Cayman Islands
and has all requisite power and authority to purchase and hold the Note. The decision to invest and the execution and delivery
of this Agreement by such Investor, the performance by such Investor of its obligations hereunder and the consummation by such
Investor of the transactions contemplated hereby have been duly authorized and requires no other proceedings on the part of the
Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments on
behalf of the Investor. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery
hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable
against the Investor in accordance with its terms.


 


(b)       Evaluation
of Risks. The Investor has such knowledge and experience in financial, tax and business matters as to be capable of evaluating
the merits and risks of, and bearing the economic risks entailed by, an investment in the Company and of protecting its interests
in connection with this transaction. It recognizes that its investment in the Company involves a high degree of risk.


 


(c)       Investment
Purpose. The Note is purchased by the Investor for its own account, and for investment purposes. The Investor agrees not to
assign or in any way transfer the Investor’s rights to the Note or any interest therein and acknowledges that the Company
will not recognize any purported assignment or transfer of the Note except in accordance with applicable Federal and state securities
laws. No other person has or will have a direct or indirect beneficial interest in the Note. The Investor agrees not to sell, hypothecate
or otherwise transfer the Note unless the Note is registered under Federal and applicable state securities laws or unless, in the
opinion of counsel satisfactory to the Company, an exemption from such laws is available.


 


(d)       Accredited
Investor. The Investor is an “Accredited Investor” as that term is defined in Rule 501(a)(3) of Regulation
D of the Securities Act of 1933 (the “Securities Act”).


 


(e)       Information.
The Investor and its advisors (and its counsel), if any, have been furnished with all materials relating to the business, finances
and operations of the Company and information it deemed material to making an informed investment decision. The Investor and its
advisors, if any, have been afforded the opportunity to ask questions of the Company and its management. Neither such inquiries
nor any other due diligence investigations conducted by such Investor or its advisors, if any, or its representatives shall modify,
amend or affect the Investor’s right to rely on the Company’s representations and warranties contained in this Agreement.
The Investor understands that its investment involves a high degree of risk. The Investor has sought such accounting, legal and
tax advice, as it has considered necessary to make an informed investment decision with respect to this transaction.


 


(f)       No
General Solicitation. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged
in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection
with the offer or sale of the Note offered hereby.


 


(g)       Not
an Affiliate. The Investor is not an officer, director or a person that directly, or indirectly through one or more intermediaries,
controls or is controlled by, or is under common control with the Company or any “Affiliate” of the Company
(as that term is defined in Rule 405 of the Securities Act).


 






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3.       REPRESENTATIONS
AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants as follows:


 


(a)       Organization
and Qualification. The Company is duly incorporated, validly existing and in good standing under the laws of its place of incorporation
and has all requisite corporate power to own its properties and to carry on its business as now being conducted. The Company is
duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the
business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in
good standing would not have a Material Adverse Effect.


 


(b)       Authorization,
Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into
and perform this Agreement and any other Transaction Document, and to issue the Note in accordance with the terms hereof and thereof,
(ii) the execution and delivery of this Agreement and any other Transaction Document by the Company and the consummation by each
of the transactions contemplated hereby and thereby, have been duly authorized by the Company’s Board of Directors and no
further consent or authorization is required by any Company, (iii) this Agreement, the Note (when issued) and any related
agreements have been duly executed and delivered by the Company, (iv) this Agreement, the Note (when issued), and any other Transaction
Document, constitute the valid and binding obligations of the Company enforceable against it in accordance with their terms, except
as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.


 


(c)       No
Conflict. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the
transactions contemplated hereby will not (i) result in a violation of the Company’s organizational documents or (ii) conflict
with or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such
Company or any of its subsidiaries is a party, or result in a violation of any law, rule, regulation, order, judgment or decree
(including federal and state securities laws and regulations and the rules and regulations of the Principal Market) applicable
to such Company or any of its subsidiaries or by which any material property or asset of such Company or any of its subsidiaries
is bound or affected and which would cause a Material Adverse Effect.


 






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(d)       SEC
Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required
to be filed by it with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)
during the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file
such material) (all of the foregoing filed within the two years preceding the date hereof as amended after the date hereof and
all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being
hereinafter referred to as the “SEC Documents”) on a timely basis or has received a valid extension of such
time of filing and has filed any such SEC Document prior to the expiration of any such extension. The Company has delivered to
the Investor or its representatives, or made available through the SEC’s website at http://www.sec.gov, true and complete
copies of the SEC Documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements
of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of
the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the
SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and
regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted
accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial
statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes
or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as
of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited
statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Investor
which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact
necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.


 


(e)       No
Default. The Company is not in default in the performance or observance of any material obligation, agreement, covenant or
condition contained in any indenture, debenture, mortgage, deed of trust or other material instrument or agreement to which it
is a party or by which it or its property is bound and neither the execution, nor the delivery by the Company, nor the performance
by the Company of its obligations under this Agreement or any of the Transaction Documents will conflict with or result in the
breach or violation of any of the terms or provisions of, or constitute a default or result in the creation or imposition of any
lien or charge on any assets or properties of the Company under its organizational documents, any material indenture, mortgage,
deed of trust or other material agreement applicable to the Company or instrument to which the Company is a party or by which it
is bound, or any statute, or any decree, judgment, order, rule or regulation of any court or governmental agency or body having
jurisdiction over the Company or its properties, in each case which default, lien or charge is likely to cause a Material Adverse
Effect.


 


(f)       Internal
Accounting Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance
that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles
and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or
specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any differences.


 






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(g)       Absence
of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government
agency, self-regulatory organization or body pending against or affecting the Company or the Common Stock, wherein an unfavorable
decision, ruling or finding would have a Material Adverse Effect.


 


(h)       Tax
Status. The Company has made or filed all federal and state income and all other tax returns, reports and declarations required
by any jurisdiction to which it is subject and (unless and only to the extent that the Company has set aside on its books provisions
reasonably adequate for the payment of all unpaid and unreported taxes) has paid all taxes and other governmental assessments and
charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being
contested in good faith and has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent
to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to
be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim.


 


(i)       Foreign
Corrupt Practices. Neither the Company nor any subsidiary, nor to the knowledge of the Company or any subsidiary, any agent
or other person acting on behalf of the Company or any subsidiary, has: (i) directly or indirectly, used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any
unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns
from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any subsidiary (or made by any person
acting on its behalf of which the Company is aware) which is in violation of law or (iv) violated in any material respect any provision
of the Foreign Corrupt Practices Act of 1977, as amended. Neither the Company, nor any subsidiary nor, to the knowledge of the
Company, any director, officer, agent, employee or affiliate of any Company, or any subsidiary is currently subject to any U.S.
sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.


 


(j)       OFAC.
Neither the Company, nor any subsidiary of the Company, nor, to the Company’s knowledge, any director, officer, agent, employee
or affiliate of the Company or any subsidiary of the Company, is a person that is, or is owned or controlled by a person that is:


 


		(a)	on the list of Specially Designated Nationals and Blocked Persons maintained by the U.S. Department
of Treasury’s Office of Office of Foreign Asset Control (“OFAC”) from time to time;



 


		(b)	the subject of any sanctions administered or enforced by OFAC, the U.S. State Department, the United
Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively,
“Sanctions”);



 


		(c)	has a place of business in, or is operating, organized, resident or doing business in a country
or territory that is, or whose government is, the subject of OFAC economic sanction program (including, without limitation, programs
related to Crimea, Cuba, Iran, North Korea, Sudan and Syria) (the “Sanction Program”).



 






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(k)       Except
with respect to the material terms and conditions of the transactions contemplated by this Agreement, all of which shall be publicly
disclosed by the Company as soon as possible after the date hereof, the Company covenants and agrees that neither it, nor any other
person acting on its behalf, will provide the Investor or its agents or counsel with any information that the Company believes
constitutes material non-public information, unless prior thereto the Investor shall have entered into a written agreement with
the Company regarding the confidentiality and use of such information. The Company understands and confirms that the Investor shall
be relying on the foregoing covenant in effecting transactions in securities of the Company.


 


4.       INDEMNIFICATION.
The Company will indemnify and hold the Investor and its directors, officers, shareholders, members, partners, employees and agents
(and any other persons with a functionally equivalent role of a person holding such titles notwithstanding a lack of such title
or any other title), each person who controls the Investor, and the directors, officers, shareholders, agents, members, partners
or employees (and any other persons with a functionally equivalent role of a person holding such titles notwithstanding a lack
of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any
and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts
paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party
may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements
made by the Company in this Agreement, the Note, or any other Transaction Document or (b) any action instituted against the Purchaser
Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate
of such Purchaser Party, with respect to any of the transactions contemplated by herein (unless such action is based upon a breach
of such Purchaser Party’s representations, warranties or covenants under this Agreement or any agreements or understandings
such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities
laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any
action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such
Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof
with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ
separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be
at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by
the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel
or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position
of a Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and
expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement
(y) for any settlement by a Purchaser Party effected without a Company’s prior written consent, which shall not be unreasonably
withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any
Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party
in this Agreement or any other Transaction Document. The indemnification required by this Section 4 shall be made by periodic payments
of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity
agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against a Company
or others and any liabilities a Company may be subject to pursuant to law.


 






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Notwithstanding anything
to the contrary under this Agreement or applicable law, (i) the Purchaser Party shall not be entitled to any indemnification pursuant
to this Section 4 (other than claims for any Damages resulting from gross negligence, willful misconduct or fraud) until the aggregate
amount of all such damages that would otherwise be indemnifiable equals or exceeds $50,000 (the “Basket”), at which
time the Purchaser Party shall be entitled to indemnification for the full amount of all damages (including all damages incurred
prior to exceeding the Basket), and (ii) the Company’s aggregate liability in connection with breach of representations and
warranties hereunder pursuant to Section 4 shall not exceed the amounts actually paid to the Company under the Notes; other than
claims for any damages resulting from gross negligence, willful misconduct or fraud. Notwithstanding anything herein or in any
applicable law to the contrary, the Company shall not be liable under this Agreement or in connection thereto for any damages relating
to indirect, consequential or punitive damages, including, loss of a business opportunity or loss of goodwill.


 


5.       GOVERNING
LAW. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard
to the principles of conflict of laws. Each of the parties consents to the jurisdiction of the state courts of the State of New
York and the U.S. District Court for the District of New York sitting in Manhattan, for the adjudication of any civil action
asserted pursuant to this paragraph.


 


6.       NOTICES.
Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing
and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile
(provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii)
one (1) Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to
the party to receive the same. The addresses and facsimile numbers for such communications shall be:


 


	If to the Company, to:                        	
        EZTD, Inc.

        6 Yehezkel Koifman Street

        Tel-Aviv, Israel 68012

        Telephone: +972-73-705-8000

	 	Email:
    itail@eztrader.com
	 	 
	With a copy to:                                	Zysman, Aharoni, Gayer and Sullivan & Worcester LLP
	 	
        1633 Broadway

        New York, NY 10019

	 	Attention: Oded
Har-Even, Esq.
	 	Telephone: (212)
660-5002
	 	Email: ohareven@zag-sw.com


  






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	If to the Investor:	YAII PN, Ltd.
	 	1012 Springfield Avenue
	 	Mountainside, NJ  07092
	 	Attention:Matthew Beckman
	 	Telephone:(201) 985-8300
	 	 
	With a copy to:	David Gonzalez, Esq. 
	 	1012 Springfield Avenue
	 	Mountainside, NJ  07092
	 	Telephone:(201) 985-8300
	 	Email:  dgonzalez@yorkvilleadvisors.com
	 	 


or at such other address and/or facsimile
number and/or to the attention of such other person as the recipient party has specified by written notice given to each other
party three Business Days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient
of such notice, consent, waiver or other communication, (ii) mechanically or electronically generated by the sender’s facsimile
machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (iii) provided
by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or
receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 


7.       MISCELLANEOUS.


 


(a)       Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party.


 


(b)       This
Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company
may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor (other than
by merger). The Investor may assign any or all of its rights under this Agreement to any person to whom the Investor assigns or
transfers any Notes, or a portion thereof, provided that such transferee agrees in writing to be bound, with respect to the Notes,
by the provisions of the this Agreement that apply to the Investor.


 






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(c)       Usury.
To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and
will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any
time hereafter in force, in connection with any claim, action or proceeding that may be brought by the Investor in order to enforce
any right or remedy under any Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction
Document, it is expressly agreed and provided that the total liability of the Company under the Transaction Documents for payments
in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”),
and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated
with any other sums in the nature of interest that the Company may be obligated to pay under the Transaction Documents exceed such
Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable to the Transaction Documents
is increased or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum contract
rate of interest allowed by law will be the Maximum Rate applicable to the Transaction Documents from the effective date thereof
forward, unless such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the
Maximum Rate is paid by the Company to the Investor with respect to indebtedness evidenced by the Transaction Documents, such excess
shall be applied by the Investor to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner
of handling such excess to be at the Investor’s election.


 


(d)       Entire
Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Investor and the Company
with respect to the matters discussed herein, and this Agreement, and the instruments referenced herein, contain the entire understanding
of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein,
neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters.
No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the party to be charged
with enforcement.


  


[signature page follows]


 




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IN WITNESS WHEREOF,
each of the Investor and the Company have caused their respective signature page to this Note Purchase Agreement to be duly executed
as of the date first written above.


 





	 	COMPANY:
	 	EZTD, INC.
	 	 	 
	 	By:	 /s/ Shimon Citron
	 	Name:	 Shimon Citron
	 	Title:	 Chief Executive Officer
	 	 	 
	 	INVESTOR:
	 	YAII PN, LTD.
	 	 	 
	 	By:	 Yorkville Advisors Global LP
	 	Its:	 Investment Manager
	 	 	 
	 	By:	 Yorkville Advisors Global LLC
	 	Its:	 General Partner
	 	 	 
	 	By:	 /s/ David Gonzalez
	 	Name:	 David Gonzalez
	 	Title:	 Member and General Counsel




 






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Exhibit A

Form of Note


 


THIS NOTE HAS NOT BEEN REGISTERED
WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THIS NOTE HAS BEEN SOLD IN RELIANCE UPON
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS.


 


EZTD, INC.


 


Amended
and Restated


 


Promissory
Note


 


	No. EZTD-1	Original Principal Amount:      $500,000
	 	 


 


FOR VALUE RECEIVED,
EZTD, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”), hereby
promise to pay to the order of YAII PN, Ltd. or its registered assigns (the “Holder”) (i) the outstanding portion
of the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to scheduled payment,
redemption, conversion, or otherwise, the “Principal”) when due, whether upon the Maturity Date (as defined
below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and (ii) to pay interest (“Interest”)
on any outstanding Principal at the applicable Interest Rate (as defined below) from the date defined in Section 17 hereof as the
Issuance Date (the “Issuance Date”) until the same is paid, whether upon the Maturity Date or acceleration,
redemption or otherwise (in each case in accordance with the terms hereof) pursuant to the terms of this Promissory Note (the “Note”).


 


This Note is being
issued pursuant to that certain Note Purchase Agreement dated as of November 21, 2016 (the “Note Purchase Agreement“)
among the Holder and the Company. Certain capitalized terms used herein but otherwise not defined herein are defined in Section
17 or in the Note Purchase Agreement.


 






    


     

    

 


1.       GENERAL
TERMS


 


(a)       Maturity
Date. All amounts owed under this Note shall be due and payable on November 21, 2017 (the “Maturity Date”).
On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all then outstanding Principal and accrued
and unpaid Interest.


 


(b)       Interest.
Interest shall accrue on the outstanding Principal balance hereof at a rate equal to 8% per annum (“Interest Rate”).
Interest shall be calculated on the basis of a 365-day year and the actual number of days elapsed, to the extent permitted by applicable
law.


 


(c)       Payments
of Principal and Interest. On the first day of each Calendar month beginning on February 1, 2017 (each such date, a “Payment
Due Date”), the Company shall make a payment to the Holder in the amount of $50,000 of Principal plus all accrued and
unpaid Interest outstanding under this Note as of such payment date by wire transfer of immediately available funds to the account
listed on Schedule I hereto (or to any other account specified by the Holder to the Company in writing) to be received on or before
such Payment Due Date.


 


2.       NO
PREPAYMENT PENALTY. The Company may prepay all or any part of the balance outstanding hereunder at any time without penalty.


 


3.       REPRESENTATIONS
AND WARRANTIES. The Company hereby represents and warrants to the Investor that the following are true and correct as of the
date hereof:


 


(a)       (i)
The Company have the requisite corporate power and authority to enter into and perform its obligations under this Note and any
related agreements, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Note and any related
agreements by the Company and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized
by the each Company’s Board of Directors and no further consent or authorization is required by any Company, Board of Directors,
or stockholders, (iii) this Note and any related agreements have been duly executed and delivered by the Company, (iv) this
Note and any related agreements, constitute the valid and binding obligations of the Company enforceable against each Company in
accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’
rights and remedies.


 


(b)       The
execution, delivery and performance by the Company of its obligations under this Note will not (i) result in a violation of any
Company’s incorporation documents or any certificate of designation of any outstanding series of preferred stock or (ii)
conflict with or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or
give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to
which the Company or any of its subsidiaries is a party, or result in a violation of any law, rule, regulation, order, judgment
or decree (including federal and state securities laws and regulations and the rules and regulations of the Principal Market on
which the Common Stock is quoted) applicable to the Company or any of its subsidiaries or by which any material property or asset
of the Company is bound or affected and which would cause a Material Adverse Effect.


 






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4.       EVENTS
OF DEFAULT. 


 


(a)       An
“Event of Default”, wherever used herein, means any one of the following events (whatever the reason and whether
it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court,
or any order, rule or regulation of any administrative or governmental body) shall have occurred and be continuing:


 


(i)       the
Company’ failure to pay to the Holder any amount of Principal, Interest or other amounts when and as due and payable under
this Note;


 


(ii)       any
Company or any subsidiary of any Company shall commence, or there shall be commenced against any Company or any subsidiary of any
Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or any Company
or any subsidiary of any Company commences, or there shall be commenced against any Company or any subsidiary of any Company, any
other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation
or similar law of any jurisdiction whether now or hereafter in effect relating to any Company or any subsidiary of any Company,
in each case which remains un-dismissed for a period of 61 days; or any Company or any subsidiary of any Company is adjudicated
insolvent or bankrupt pursuant to a final, non-appealable order; or any order of relief or other order approving any such case
or proceeding is entered; or any Company or any subsidiary of any Company suffers any appointment of any custodian, private or
court appointed receiver or the like for it or any substantial part of its property which continues un-discharged or un-stayed
for a period of 61 days; or any Company or any subsidiary of any Company makes a general assignment for the benefit of creditors;
or any Company or any subsidiary of any Company shall admit in writing that it is unable to pay its debts generally as they become
due; or any Company or any subsidiary of any Company shall call a meeting of its creditors with a view to arranging a composition,
adjustment or restructuring of its debts; or any corporate or other action is taken by any Company or any subsidiary of any Company
for the purpose of effecting any of the foregoing;


 


(iii)       the
common stock of the Company shall cease to be authorized for quotation or trading on the OTC Markets, the New York Stock Exchange,
the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market, whichever is at the time the principal trading
exchange or market for the Common Stock (the “Principal Market”) or trading in the Common Stock shall have been
suspended for any reason, for a period of more than 10 Trading Days and in any such case not cured within 20 calendar days.


 


(iv)       the
Company is a party to any agreement memorializing (1) the consummation of any transaction or event (whether by means of a share
exchange or tender offer applicable to the Common Stock, a liquidation, consolidation, recapitalization, reclassification, combination
or merger of the Company or a sale, lease or other transfer of all or substantially all of the consolidated assets of the Company)
or a series of related transactions or events pursuant to which all of the outstanding shares of Common Stock are exchanged for,
converted into or constitute solely the right to receive, cash, securities or other property, (2) a consolidation or merger in
which the Company is not the surviving corporation, or (3) a sale, assignment, transfer, conveyance or other disposal of all or
substantially all of the properties or assets of the Company to another person or entity (each of (1), (2) and (3) a “Change
in Control”) unless in connection with such Change in Control, all Principal and accrued and unpaid Interest due under
this Note will be paid in full or the Holder consents to such Change in Control;


 






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(v)       a
material event of default or material breach by the Company under the Note Purchase Agreement, any other Transaction Documents,
or any other material obligation, instrument, debenture, note or agreement for borrowed money occurring after the Issuance Date
of this Note and continuing beyond any applicable notice and/or grace period.


 


(vi)       the
Company shall, after such registration statement is initially declared effective by the United States Securities and Exchange Commission,
at all times maintain the effectiveness of any registration statement filed in connection with the Standby Equity Distribution
Agreement dated November 21, 2016 and as required thereunder; and


 


(vii)       the
Company will file in a timely manner all reports and other documents required of it as a reporting company under the Exchange Act
and will not take any action or file any document (whether or not permitted by Exchange Act or the rules thereunder) to terminate
or suspend its reporting and filing obligations under the Exchange Act.


 


5.       REMEDIES
UPON DEFAULT.


 


(a)       During
the time that any portion of this Note is outstanding, if (i) any Event of Default has occurred, the Holder, by notice in writing
to the Company, may at any time and from time to time declare the full unpaid Principal of this Note or any portion thereof, together
with Interest accrued thereon to be due and payable immediately (the “Accelerated Amount”) or (ii) any Event
of Default specified in Section 4(a)(ii) has occurred, the unpaid Principal of the Note and the Interest accrued thereon shall
be immediately and automatically due and payable without necessity of further action.


 


6.       REISSUANCE
OF THIS NOTE. Upon receipt by the Company of evidence reasonably satisfactory to such Company of the loss, theft, destruction
or mutilation of this Note, and, in the case of loss, theft or destruction, of an indemnification undertaking by the Holder to
such Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall
execute and deliver to the Holder a new Note representing the outstanding Principal which Note (i) shall be of like tenor with
this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (iii) shall have
an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have
the same rights and conditions as this Note, and (v) shall represent accrued and unpaid Interest from the Issuance Date.


 






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7.       NOTICES.
Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing
and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile
(provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii)
one (1) Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to
the party to receive the same. The addresses and facsimile numbers for such communications shall be:


 


	If to the Company, to:	
        EZTD, Inc.

        6 Yehezkel Koifman Street

        Tel-Aviv, Israel 68012

        Telephone: +972-73-705-8000

	 	Email:
    itail@eztrader.com
	 	 
	With a copy to: 	
        Zysman, Aharoni, Gayer and Sullivan & Worcester
LLP

        1633 Broadway

        New York, NY 10019

        Attention: Oded Har-Even, Esq.

        Telephone:(212) 660-5002

        Email:ohareven@zag-sw.com



 


	If to the Holder:	YAII PN, Ltd.
	 	1012 Springfield Avenue
	 	Mountainside, NJ  07092
	 	Attention:Matthew Beckman 
	 	
        Telephone:(201) 985-830

        Email: mbeckman@yorkvilleadvisors.com

	 	 
	With a copy to:	David Gonzalez, Esq. 
	 	1012 Springfield Avenue
	 	Mountainside, NJ  07092
	 	Telephone:(201) 985-8300
	 	Email:  dgonzalez@yorkvilleadvisors.com


 


or at such other address and/or facsimile
number and/or to the attention of such other person as the recipient party has specified by written notice given to each other
party three Business Days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient
of such notice, consent, waiver or other communication, (ii) mechanically or electronically generated by the sender’s facsimile
machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (iii) provided
by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or
receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 






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8.       No
provision of this Note shall alter or impair the obligations of the Company, which are absolute and unconditional, to pay the Principal
of or Interest (if any) on, this Note at the time, place, and rate, and in the currency, herein prescribed. This Note is a direct
obligation of each Company. As long as this Note is outstanding, the Company shall not and shall cause its subsidiaries not to,
without the consent of the Holder, (i) amend its articles of incorporation, bylaws or other charter documents so as to adversely
affect any rights of the Holder under this Note; or (ii) enter into any agreement with respect to any of the foregoing.


 


9.       This
Note shall be governed by and interpreted in accordance with the laws of the State of New York, without regard to the principles
of conflict of laws. Each of the parties consents to the jurisdiction of the state courts of the State of New York and the U.S. District
Court for the District of New York sitting in Manhattan, in connection with any dispute arising under this Note and hereby waives,
to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens to the bringing of
any such proceeding in such jurisdictions.


 


10.       If
an Event of Default has occurred, then the Company shall reimburse the Holder promptly for all out-of-pocket fees, costs and expenses,
including, without limitation, reasonable attorneys’ fees and expenses incurred by the Holder in any action in connection
with this Note, including, without limitation, those incurred: (i) during any workout, attempted workout, and/or in connection
with the rendering of legal advice as to the Holder’s rights, remedies and obligations, (ii) collecting any sums which become
due to the Holder in accordance with the terms of this Note, (iii) defending or prosecuting any proceeding or any counterclaim
to any proceeding or appeal; or (iv) the protection, preservation or enforcement of any rights or remedies of the Holder.


 


11.       Any
waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other
breach of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict
adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right
thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.


 


12.       If
any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision
is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.
If it shall be found that any Interest or other amount deemed Interest due hereunder shall violate applicable laws governing usury,
the applicable rate of Interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The
Company covenant (to the extent that it may lawfully do so) that each Company shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit
or forgive the Company from paying all or any portion of the Principal of or Interest on this Note as contemplated herein, wherever
enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Note, and the Company
(to the extent they may lawfully do so) hereby expressly waive all benefits or advantage of any such law, and covenants that it
will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Holder, but will
suffer and permit the execution of every such as though no such law had been enacted.


 






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13.       Whenever
any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next
succeeding Business Day.


 


14.       Assignment
of this Note by the Company shall be prohibited without the prior written consent of the Holder. Holder shall be entitled to assign
this Note in whole or in part to any person or entity without the consent of the Company.


 


15.       THE
PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES’ ACCEPTANCE
OF THE NOTE PURCHASE AGREEMENT AND THIS NOTE.


 


16.       CERTAIN
DEFINITIONS For purposes of this Note, the following terms shall have the following meanings:


 


(a)       
“Business Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the
United States or a day on which banking institutions in the United States are authorized or required by law or other government
action to close.


 


(b)       “Issuance
Date” means the date this Note is executed and delivered by the Company to the Holder.


 


(c)       “Trading
Day” means a day on which the principal Trading Market is open for trading.


 


(d)       “Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New
York Stock Exchange, OTCBB, or the OTC Markets (or any successors to any of the foregoing).


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF,
each Company has caused this Note to be duly executed by a duly authorized officer as of ______, 2016.


 





	 	COMPANY:
	 	EZTD, INC.
	 	 	 
	 	By:	 
	 	Name:	Shimon Citron
	 	Title:	Chief Executive Officer




 


 


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