Exhibit
4.1


 


Exhibit
A


 


THIS WARRANT AND THE SHARES ISSUABLE
UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL SATISFACTORY
TO THE COMPANY TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.


 


EZTD,
INC.


 


COMMON STOCK PURCHASE WARRANT


 


	Warrant No. 280316	 	Original Issue Date: March 28, 2016
	Initial Holder: Compagnie Financiere Saint Exupery Sicav-Sif	Initial Exercisable Date: Exercisable after September 28, 2016 and before the Expiration Date
	 	No. of Shares Subject to Warrant: 26,666,667
	
        Address:

        42 rue de la Vallee, L2661 Luxembourg
	Exercise Price Per Share: $0.225
	 	Expiration Date: 4 p.m., New York time, on March 28, 2021 
	 


 


EZTD, Inc., a Delaware
corporation (the ”Company”), hereby certifies that, for value received, the Initial Holder shown above, or its
permitted registered assigns (the ”Holder”), is entitled to purchase from the Company up to the number of shares
of its common stock shown above (the ”Common Stock”) (each such share, a “Warrant Share”
and all such shares, the “Warrant Shares”) at the exercise price shown above (as may be adjusted from time to
time as provided herein, the ”Exercise Price”), at any time and from time to time on or after the Initial Exercisable
Date shown above and through and including the Expiration Date shown above (the “Expiration Date”), and subject
to the following terms and conditions:


 






    


     


    

 


This Warrant is being
issued in connection with that certain Securities Purchase Agreement dated March 28, 2016 by and between the Company and the Initial
Holder. 


 


1.          
Definitions. The terms defined in this Warrant.


 


2.          
List of Warrant Holders.  The Company shall register this Warrant, upon records to be maintained by the Company for
that purpose (the “Warrant Register”), in the name of the record Holder (which shall include the Initial Holder
or, as the case may be, any registered assignee to which this Warrant is permissibly assigned hereunder from time to time). 
The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise
hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.


 


3.          
List of Transfers; Restrictions on Transfer. The Company shall register any transfer of all or any portion of this Warrant
in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed,
to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock,
in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of
this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant
not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof
shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder
has in respect of this Warrant.


 


4.           Exercise and Duration of Warrant.


 


(a)         
All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by Section 10 of this
Warrant at any time and from time to time on or after the Initial Exercisable Date and through and including the Expiration Date.
Subject to Section 11 hereof, at the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become
void and of no value and this Warrant shall be terminated and shall no longer be outstanding.


 


(b)          
The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached hereto (the ”Exercise
Notice”), completed and duly signed by the Holder, and (ii) payment of the Exercise Price for the number of Warrant Shares
as to which this Warrant is being exercised. The date such items are delivered to the Company (as determined in accordance
with the notice provisions hereof) shall be referred to as an "Exercise Date”. The Holder shall not be required
to deliver the original Warrant in order to effect an exercise hereunder, but if it is not so delivered then such exercise shall
constitute an agreement by the Holder to deliver the original Warrant to the Company as soon as practicable thereafter.  Execution
and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant
evidencing the right to purchase the remaining number of Warrant Shares.


 






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5.          
Delivery of Warrant Shares.


 


(a)          
Upon exercise of this Warrant, the Company shall promptly (but in no event later than three (3) Trading Days after the Exercise
Date) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names
as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise. “Trading Day”
shall mean a date on which the Company’s Common Stock trades on its principal trading market ("Trading Market").
The Holder, or any person and\or entity permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have
become the holder of record of such Warrant Shares as of the Exercise Date. The Company shall, upon the written request of
the Holder, use its best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through the Depository
Trust and Clearing Corporation or another established clearing corporation performing similar functions, if available; provided,
that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver
Warrant Shares electronically through the Depository Trust and Clearing Corporation.  If as of the time of exercise the Warrant
Shares constitute restricted or control securities, the Holder, by exercising, agrees not to resell them except in compliance with
all applicable securities laws.


 


(b)          
To the extent permitted by law, the Company’s obligations to issue and deliver Warrant Shares in accordance with the terms
hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or
consent with respect to any provision hereof, the recovery of any judgment against any person and\or entity or any action to enforce
the same, or any set-off, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or
any other person and\or entity of any obligation to the Company or any violation or alleged violation of law by the Holder or any
other person and\or entity, and irrespective of any other circumstance that might otherwise limit such obligation of the Company
to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a Holder’s right to pursue any
other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or
injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock
upon exercise of the Warrant as required pursuant to the terms hereof.


 


6.          
Charges, Taxes and Expenses. The Company shall not be required to pay any tax that may be payable in respect of any transfer
involved in the registration of any certificates for Warrant Shares or the Warrants in a name other than that of the Holder. The
Holder shall be responsible for all other tax liabilities that may arise as a result of holding or transferring this Warrant or
receiving Warrant Shares upon the exercise hereof.


 


7.          
Replacement of Warrant.  If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause
to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a
New Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary
and reasonable indemnity, if requested. Applicants for a New Warrant under such circumstances shall also comply with such other
reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe. If a New Warrant
is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as
a condition precedent to the Company’s obligation to issue the New Warrant.


 






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8.          
Reservation of Warrant Shares. The Company covenants that it will, at all times, reserve and keep available out of the aggregate
of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares
upon exercise of this Warrant as herein provided, the number of Warrant Shares that are then issuable and deliverable upon the
exercise of this entire Warrant, free from any preemptive rights or any other contingent purchase rights of any person and\or entity
other than the Holder (taking into account the adjustments and restrictions of Section 9 herein). The Company covenants that all
Warrant Shares so issuable and deliverable shall, upon issuance thereof and the payment of the applicable Exercise Price in accordance
with the terms hereof, shall be duly and validly authorized, issued and fully paid and non-assessable.


 


9.
          Certain Adjustments; Termination under Certain Circumstances. The
Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to
time as set forth in this Section 9.


 


(a)          
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on
its Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii)
subdivides outstanding shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock
into a smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator
shall be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the
number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph
shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend
or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after
the effective date of such subdivision or combination.


 


(b)        
  Pro Rata Distributions.  If the Company, at any time while this Warrant is outstanding, distributes to
all holders of Common Stock for no consideration (i) evidences of its indebtedness, (ii) any security (other than a distribution
of Common Stock covered by the preceding paragraph), (iii) rights or warrants to subscribe for or purchase any security, or (iv)
any other asset besides cash (in each case, ”Distributed Property”), then either upon any exercise of this Warrant
that occurs after the record date fixed for determination of stockholders entitled to receive such distribution or, at the option
of the Company, concurrently with such distribution, the Holder shall be entitled to receive, in addition to the Warrant Shares
otherwise issuable upon such exercise (if applicable), the Distributed Property that such Holder would have been entitled to receive
in respect of such number of Warrant Shares had the Holder been the record holder of such Warrant Shares immediately prior to such
record date.


 






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(c)          
Fundamental Transactions. As used herein, “Fundamental Transaction” means  at any time while
this Warrant is outstanding  (i) the Company effects any merger of the Company with another entity, in which the shareholders
of the Company immediately prior to the transaction own immediately after the transaction less than a majority of the outstanding
stock of the successor entity, or its parent if applicable, (ii) the Company effects any sale of all or substantially all of its
assets in one or a series of related transactions, (iii) any tender offer or exchange offer approved or authorized by the Company’s
Board of Directors is completed pursuant to which holders of at least a majority of the outstanding Common Stock tender or exchange
their shares for other securities, cash or property, or (iv) 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 the event of a Fundamental Transaction pursuant to which the securities, cash or property issuable with
respect to the outstanding Common Stock consist solely of cash and/or securities traded on a national securities exchange or an
established over-the-counter market (the “Alternate Consideration”), this Warrant shall expire immediately prior to
the closing of the Fundamental Transaction.  The Company shall not effect any such Fundamental Transaction unless prior
to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or the corporation purchasing
or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder,
such Alternate Consideration as, in accordance with the foregoing provisions, the Holder shall be entitled to receive upon proper
exercise of this Warrant prior to such closing.


 


(d)          
Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to paragraph (a) of this Section
9, the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately,
so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be
the same as the aggregate Exercise Price in effect immediately prior to such adjustment.


 


(e)          
Calculations. All calculations under this Section 9 shall be made to the nearest cent or the nearest 1/100th of a share,
as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or
for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.


 


(f)          
 Notice of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense
will, at the written request of the Holder, promptly compute such adjustment in accordance with the terms of this Warrant and prepare
a certificate setting forth such adjustment, in good faith, including a statement of the adjusted Exercise Price and adjusted number
or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions
giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the
Company will promptly deliver a copy of each such certificate to the Holder and to the Company’s transfer agent for the Common
Stock.


 






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(g)         Notice
of Corporate Events. If, while this Warrant is outstanding, the Company (i) authorizes or approves, enters into any agreement
contemplating or solicits stockholder approval for any Fundamental Transaction or (ii) authorizes the voluntary dissolution, liquidation
or winding up of the affairs of the Company, then, except if such notice and the contents thereof shall be deemed to constitute
material non-public information, the Company shall deliver to the Holder a notice describing the material terms and conditions
of such transaction at least ten (10) Trading Days prior to the applicable record or effective date on which a person and\or entity
would need to hold Common Stock in order to participate in or vote with respect to such transaction, and the Company will take
all reasonable steps to give Holder the practical opportunity to exercise this Warrant prior to such time;  provided,
however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action
required to be described in such notice.


 


10.        
Payment of Exercise Price. The Holder shall pay the Exercise Price in immediately available funds.


 


11.
        Reserved.


 


12.       
No Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu
of any fractional shares that would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied
by the closing price of one Warrant Share as reported by the applicable Trading Market on the applicable Exercise Date.


 


13.       
Notices. Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise
Notice) shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice
or communication is delivered via facsimile at the facsimile number specified in this Section at or prior to 10:00 a.m. (New York
City time) on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered
via fax at the fax number specified in this Section on a day that is not a Trading Day or later than 10:00 a.m. (New York City
time) on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier
service, or (iv) upon actual receipt by the party to whom such notice is required to be given. The addresses for such notices or
communications shall be:  if to the Company, to 1811 Silverside Road, city of Wilmington, country of new castle, state of
Delaware, 19810. (or such other address as the Company shall indicate in writing in accordance with this Section) or (ii) if to
the Holder, to the address or facsimile number appearing on the Warrant Register (or such other address as the Holder shall indicate
in writing in accordance with this Section).


 


14.       
Warrant Agent. The Company shall serve as warrant agent under this Warrant. Upon thirty (30) days’ notice to the Holder,
the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any
corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation
to which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business
shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly
cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s
last address as shown on the Warrant Register.


 






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15.        
Miscellaneous.


 


(a)          
This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject
to the preceding sentence, nothing in this Warrant shall be construed to give to any person and\or entity other than the Company
and the Holder any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in
writing signed by the Company and the Holder, or their successors and assigns.


 


(b)          
All questions
concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced
in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each
party agrees that all legal proceedings concerning the interpretations, enforcement and defense of this Warrant and the transactions
herein contemplated (“Proceedings”) (whether brought against a party hereto or its respective affiliates, employees
or agents) shall be commenced exclusively in the New York Courts. Each party hereto hereby irrevocably submits to the exclusive
jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that
it is not personally subject to the jurisdiction of any New York Court, or that such Proceeding has been commenced in an improper
or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served
in any such Proceeding 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 Warrant 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 manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable
law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Warrant or the transactions
contemplated hereby. If either party shall commence a Proceeding to enforce any provisions of this Warrant, then the prevailing
party in such Proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred
with the investigation, preparation and prosecution of such Proceeding.


 


(c)          
The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect
any of the provisions hereof.


 


(d)          
In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability
of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will
attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefore,
and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


(e)           
Prior to exercise of this Warrant, the Holder hereof shall not, by reason of by being a Holder, be entitled to any rights of a
stockholder with respect to the Warrant Shares.


 






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IN WITNESS WHEREOF,
the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.


 


EZTD, INC


 


By:________________________


 


Name:______________________


 


Title:_______________________


 




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EZTD, INC.


 


EXERCISE NOTICE


 


WARRANT
ORIGINALLY ISSUED ON __________


 


WARRANT NO. __________


 


Ladies and Gentlemen:


 


(1)          The undersigned hereby elects to exercise the above-referenced Warrant with respect to shares of Common Stock.  Capitalized
terms used herein and not otherwise defined herein have the respective meanings set forth in the Warrant.


 


(2)          The Holder intends that payment of the Exercise Price shall be made as:


Cash Exercise under Section 10 of the Warrant.


 


(3)          The holder shall pay the sum of $ __________ to
the Company in accordance with the terms of the Warrant.


 


(4)          Pursuant to this Exercise Notice, the Company shall deliver to the Holder the number of Warrant Shares determined in accordance
with the terms of the Warrant.


 


(5)          By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise
evidenced hereby the Holder will not beneficially own in excess of the number of shares of Common Stock (as determined in accordance
with Section 13(d) of the Securities Exchange Act of 1934) permitted to be owned under Section 11 of the Warrant to which this
notice relates.


 





	Dated:	 	 	HOLDER:
	 	 	 	 
	 	 	 	 
	 	 	 	Print name
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	 
	 	 	 	Title:	 




 




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EZTD, INC.


 


WARRANT
ORIGINALLY ISSUED ON __________


 


WARRANT NO. _______________


 


FORM OF ASSIGNMENT


 


To be completed and signed only upon
transfer of Warrant


 


FOR VALUE RECEIVED, the undersigned
hereby sells, assigns and transfers unto _________________ the right represented by the above-referenced Warrant to purchase _________________
shares of Common Stock to which the within Warrant relates and appoints __________________ attorney to transfer said right on the
books of the Company with full power of substitution in the premises.


 


	Dated:	 	 	TRANSFEROR:
	 	 	 	 
	 	 	 	 
	 	 	 	Print name
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	 
	 	 	 	Title:	 
	 	 	 	 	 
	 	 	 	 	                 
	 	 	 	TRANSFEREE:
	 	 	 	 
	 	 	 	 
	 	 	 	Print name
	 	 	 	 	 
	 	        	 	By:	 
	 	 	 	 	 
	 	 	 	Title:	 
	WITNESS:	 	 	 
	 	 	 	Address of Transferee:
	 	 	 	 
	Print name	 	 



 


 


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