Exhibit 4.1


 


NEITHER THIS WARRANT NOR THE SHARES OF
COMMON STOCK ISSUABLE ON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES LAWS (THE
“ACTS”). NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER MAY BE SOLD, TRANSFERRED, PLEDGED
OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THIS WARRANT OR COMMON STOCK PURCHASABLE HEREUNDER,
AS APPLICABLE, UNDER THE ACTS, OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT
REQUIRED UNDER SUCH ACTS.


 


QPAGOS CORPORATION


WARRANT AGREEMENT


 


VOID AFTER 5:00 P.M. NEW YORK TIME, __________,
2020


 


Issue Date: _________, 2015


 


1.          Basic
Terms. This Warrant Agreement (the “Warrant”) certifies that, for value received, the registered holder specified
below or its registered assigns (“Holder”) is the owner of a warrant of QPAGOS Corporation, a Delaware corporation
(the “Corporation”), subject to adjustments as provided herein, to purchase ______________________ (______)
shares of the Common Stock, $.001 par value, of the Corporation (the “Common Stock”) from the Corporation at the price
per share shown below (the “Exercise Price”).


 


	Holder:	 
	 	 
	Exercise Price per share: 	$1.25


 


Except as specifically provided otherwise,
all references in this Warrant to the Exercise Price and the number of shares of Common Stock purchasable hereunder shall be to
the Exercise Price and number of shares after any adjustments are made thereto pursuant to this Warrant.


 


2.          Corporation’s
Representations/Covenants. The Corporation represents and covenants that the shares of Common Stock issuable upon the exercise
of this Warrant shall at delivery be fully paid and non-assessable and free from taxes, liens, encumbrances and charges with respect
to their purchase. The Corporation shall take any necessary actions to assure that the par value per share of the Common Stock
is at all times equal to or less than the then current Exercise Price per share of Common Stock issuable pursuant to this Warrant.
The Corporation shall at all times reserve and hold available sufficient shares of Common Stock to satisfy all conversion and purchase
rights of outstanding convertible securities, options and warrants of the Corporation, including this Warrant.


 




     


     


    

  


3.          Method
of Exercise; Fractional Shares.


 


(a) Method of Exercise.
This Warrant is exercisable at the option of the Holder at any time by surrendering this Warrant, on any business day during the
period (the “Exercise Period”) beginning the business day after the issue date of this Warrant specified above and
ending at 5:00 p.m. (New York time) five (5) years after the issue date. To exercise this Warrant, the Holder shall surrender this
Warrant at the principal office of the Corporation or that of the duly authorized and acting transfer agent for its Common Stock,
together with the executed exercise form (substantially in the form of that attached hereto) and payment in cash or by wire transfer
of immediately available funds of an amount equal to the Exercise Price multiplied by the number of shares of the Common Stock
being purchased under this Warrant. The principal office of the Corporation is located at the address specified in Section 1 of
this Warrant; provided, however, that the Corporation may change its principal office upon notice to the Holder.
Payment shall be made by check payable to the order of the Corporation or by wire transfer. This Warrant is not exercisable with
respect to a fraction of a share of Common Stock. In lieu of issuing a fraction of a share remaining after exercise of this Warrant
as to all full shares covered by this Warrant, the Corporation shall either at its option (1) pay for the fractional share cash
equal to the same fraction at the fair market price for such share; or (2) issue scrip for the fraction in the registered or bearer
form which shall entitle the Holder to receive a certificate for a full share of Common Stock on surrender of scrip aggregating
a full share.


 


(b)          Contingent
Exercise. In the event of the exercise of this Warrant in connection with an initial primary public offering or the sale of
substantially all of the Corporation’s assets or equity or a merger or consolidation to which the Corporation is a party,
the exercise hereof may be conditioned, at the election of the exercising holder which shall be clearly evidenced in its notice
of exercise, on the successful consummation of such event and in the event that such event is not consummated within ninety (90)
days following delivery of the holder’s exercise notice, the notice of exercise may be withdrawn upon written notice from
the exercising holder to the Corporation whereupon all exercise documentation and this Warrant shall be returned to the exercising
holder and all of its rights hereunder shall be reinstated as if no notice of exercise had been delivered.


 


4.          Protection
Against Dilution. If the Corporation, with respect to the Common Stock:
(a) pays a dividend or makes a distribution on shares of common stock that is paid in shares of common stock or in securities
convertible into or exchangeable for Common Stock (in which latter event the number of shares of common stock initially issuable
upon the conversion or exchange of such securities shall be deemed to have been distributed); (b) subdivides outstanding shares
of Common Stock; (c) combines outstanding shares of Common Stock into a smaller number of shares; or (d) issues by reclassification
of common stock any shares of capital stock of the Corporation, the Exercise Price in effect immediately prior thereto shall be
adjusted so that each Holder thereafter shall be entitled to receive the number and kind of shares of Common Stock or other capital
stock of the Corporation that it would have owned or been entitled to receive in respect of this Warrant immediately after the
happening of any of the events described above had this Warrant been converted immediately prior to the happening of that event.
An adjustment made in accordance with this section shall become effective immediately after the record date, in the case of a dividend,
and shall become effective immediately after the effective date, in the case of a subdivision, combination, or reclassification.
If, as a result of an adjustment made in accordance with this Section 4,
the Holder becomes entitled to receive shares of two or more classes of capital stock or shares of common stock and other capital
stock of the Corporation, the board of directors (whose determination shall be conclusive) shall determine the allocation of the
adjusted Exercise Rate between or among shares of such classes of capital stock or shares of Common Stock and other capital stock.


 




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5.          Adjustment
for Reorganization, Consolidation, Merger, Etc. In the event of any consolidation or merger to which the Corporation is a party
other than a consolidation or merger in which the Corporation is the continuing corporation, or the sale or conveyance to another
corporation of the property of the Corporation as an entirety or substantially as an entirety or any statutory exchange of securities
with another corporation (including any exchange effected in connection with a merger of a third corporation into the Corporation)
(each such transaction referred to herein as “Reorganization”), no adjustment of exercise rights or the Exercise
Price shall be made; provided, however, the Holder shall thereupon be entitled to receive and provision shall be made therefor
in any agreement relating to a Reorganization, the kind and number of securities or property (including cash) of the corporation
resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold or otherwise
transferred or with whom securities have been exchanged, which the Holder would have owned or been entitled to receive as a result
of such Reorganization had this Warrant been exercised immediately prior to such Reorganization (and assuming the Holder failed
to make an election, if any was available, as to the kind or amount of securities, property or cash receivable by reason of such
Reorganization; provided that if the kind or amount of securities, property or cash receivable upon such Reorganization is not
the same for each share of common stock in respect of which such rights of election shall not have been exercised (“non-electing
share”) then for the purpose of this section the kind and amount of securities, property or cash receivable upon such Reorganization
for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing
shares). In any case, appropriate adjustment shall be made in the application of the provisions herein set forth with respect to
the rights and interests thereafter of the Holder, to the end that the provisions set forth herein (including the specified changes
and other adjustments to the conversion rate) shall thereafter be applicable, as nearly as reasonably may be, in relation to any
shares, other securities or property thereafter receivable upon exercise of this Warrant. The provisions of this section similarly
apply to successive Reorganizations.


 


6.          Notice
of Adjustment. On the happening of an event requiring an adjustment of the Exercise Price or the shares purchasable under this
Warrant, the Corporation shall, within thirty (30) days, give written notice to the Holder stating the adjusted Exercise Price
and the adjusted number and kind of securities or other property purchasable under this Warrant resulting from the event and setting
forth in reasonable detail the method of calculation and the facts upon which the calculation is based.


 




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7.          Dissolution,
Liquidation. In case of the voluntary or involuntary dissolution, liquidation or winding up of the Corporation (other than
in connection with reorganization, consolidation, merger, or other transaction covered by paragraph 5 above) is at any time proposed;
the Corporation shall give at least thirty days prior written notice to the Holder. Such notice shall contain: (a) the date on
which the transaction is to take place; (b) the record date (which shall be at least thirty (30) days after the giving of the notice)
as of which holders of Common Stock will be entitled to receive distributions as a result of the transaction; (c) a brief description
of the transaction; (d) a brief description of the distributions to be made to holders of Common Stock as a result of the transaction;
and (e) an estimate of the fair value of the distributions. On the date of the transaction, if it actually occurs, this Warrant
and all rights under this Warrant shall terminate.


 


9.          Rights
of Holder. The Corporation shall deliver to the Holder all notices and other information provided to its holders of shares
of Common Stock or other securities which may be issuable hereunder concurrently with the delivery of such information to the holders.
This Warrant does not entitle the Holder to any voting rights or, except for the foregoing notice provisions, any other rights
as a shareholder of the Corporation. No dividends are payable or will accrue on this Warrant or the shares of Common Stock purchasable
under this Warrant until, and except to the extent that, this Warrant is exercised. Upon the surrender of this Warrant and payment
of the Exercise Price as provided above, the person or entity entitled to receive the shares of Common Stock issuable upon such
exercise shall be treated for all purposes as the record holder of such shares as of the close of business on the date of the surrender
of this Warrant for exercise as provided above. Upon the exercise of this Warrant, the Holder shall have all of the rights of a
shareholder in the Corporation.


 


10.         Exchange
for Other Denominations. This Warrant is exchangeable, on its surrender by the Holder to the Corporation, for a new Warrant
of like tenor and date representing in the aggregate the right to purchase the balance of the number of shares purchasable under
this Warrant in denominations and subject to restrictions on transfer contained herein, in the names designated by the Holder at
the time of surrender.


 


11.         Substitution.
Upon receipt by the Corporation of evidence satisfactory (in the exercise of reasonable discretion) to it of the ownership of and
the loss, theft or destruction or mutilation of the Warrant, and (in the case or loss, theft or destruction) of indemnity satisfactory
(in the exercise of reasonable discretion) to it, and (in the case of mutilation) upon the surrender and cancellation thereof,
the Corporation will issue and deliver, in lieu thereof, a new Warrant of like tenor.


 




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12.         Restrictions
on Transfer. Neither this Warrant nor the shares of Common Stock issuable on exercise of this Warrant have been registered
under the Securities Act or any other securities laws (the “Acts”). Neither this Warrant nor the shares of Common Stock
purchasable hereunder may be sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement
for this Warrant or Common Stock purchasable hereunder, as applicable, under the Acts, or (ii) an opinion of counsel reasonably
satisfactory to the Corporation that registration is not required under such Acts. If the Holder seeks an opinion as to transfer
without registration from Holder’s counsel, the Corporation shall provide such factual information to Holder’s counsel
as Holder’s counsel reasonably requests for the purpose of rendering such opinion. Each certificate evidencing shares of
Common Stock purchased hereunder will bear a legend describing the restrictions on transfer contained in this paragraph unless,
in the opinion of counsel reasonably acceptable to the Corporation, the shares need no longer to be subject to the transfer restrictions.


 


13.         Transfer.
Except as otherwise provided in this Warrant, this Warrant is transferable only on the books of the Corporation by the Holder in
person or by attorney, on surrender of this Warrant, properly endorsed.


 


14.         Recognition
of Holder. Prior to due presentment for registration of transfer of this Warrant, the Corporation shall treat the Holder as
the person exclusively entitled to receive notices and otherwise to exercise rights under this Warrant. All notices required or
permitted to be given to the Holder shall be in writing and shall be given by first class mail, postage prepaid, addressed to the
Holder at the address of the Holder appearing in the records of the Corporation.


 


15.         Payment
of Taxes. The Corporation shall pay all taxes and other governmental charges, other than applicable income taxes, that may
be imposed with respect to the issuance of shares of Common Stock pursuant to the exercise of this Warrant.


 


16.         Headings.
The headings in this Warrant are for purposes of convenience in reference only, shall not be deemed to constitute a part of this
Warrant and shall not affect the meaning or construction of any of the provisions of this Warrant.


 


17.         Miscellaneous.
This Warrant may not be changed, waived, discharged or terminated except by an instrument in writing signed by the Corporation
and the Holder. This Warrant shall inure to the benefit of and shall be binding upon the successors and assigns of the Corporation.
Under no circumstances may this Warrant be assigned by the Holder.


 


18.         Governing
Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect
to its principles governing conflicts of law.


 


	 	QPAGOS CORPORATION
	 	 
	 	By:	 
	 	Name: Gaston Pereira
	 	Title: President and Chief Executive Officer


 




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QPAGOS CORPORATION


Form of Transfer


 


(To be executed by the Holder to transfer
the Warrant)


 


For value received the undersigned registered
holder of the attached Warrant hereby sells, assigns, and transfers the Warrant to the Assignee(s) named below:


 


	 	 	 	 	 	 	Number of shares
	Names of	 	 	 	 	 	subject to transferred 
	Assignee	 	Address	 	Taxpayer ID No.	 	Warrant
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


The undersigned registered holder further
irrevocably appoints ____________________ _______________________________ attorney (with full power of substitution) to transfer
this Warrant as aforesaid on the books of the Corporation.


 


	Date: 	 	 	 
	 	 	Signature


 




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QPAGOS CORPORATION


Exercise Form


 


(To be executed by the Holder to purchase


Common Stock pursuant to the Warrant)


 


The undersigned holder of the attached Warrant hereby irrevocably
elects to exercise purchase rights represented by such Warrant for, and to purchase, ___________ shares of Common Stock of QPAGOS
Corporation, a Delaware corporation. The undersigned tenders payment for those shares by wire transfer or enclosed check.


 


The undersigned requests that (1) a
certificate for the shares be issued in the name of the undersigned and (2) if the number of shares with respect to which the undersigned
holder has exercised purchase rights is not all of the shares purchasable under this Warrant, that a new Warrant of like tenor
for the balance of the remaining shares purchasable under this Warrant be issued.


 


	Date: 	 	 	 
	 	 	Signature


 




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