Exhibit 10.1


 





SECURITIES PURCHASE
AGREEMENT


 


This Securities
Purchase Agreement (this “Agreement”) dated December 8, 2015, by and between EZTD Inc., a Delaware
corporation having an address at 6 Yehezkel Koifman St., Tel Aviv, Israel 68012 (the “Company”),
and Raffaele Mincione, having its registered address at Giassa Da Las Barrieras 12, 7505 Celerina, Svizzera
(the “Purchaser”). The Company and the Purchaser (collectively referred to herein,
the "Parties") agree as follows:


 


ARTICLE 1

PURCHASE AND SALE


 


1.1    Closing.


 


(a) Subject to
the terms and conditions of this Agreement, the closing of the transaction contemplated by this Agreement (the "Closing")
shall be held remotely via the exchange of documents and signatures concurrently with the execution of this Agreement or such other
time as shall be agreed upon, orally or in writing, by the Purchaser and the Company.


 


(b) Securities
Purchased. At the Closing the Company will sell and the Purchaser will purchase the following securities of the Company for
an aggregate purchase price of 1,500,000 Euros (One Million Five Hundred Thousand Euros) equivalent to $1,600,000 (One Million
Six Hundred Thousand US Dollars) (the “Purchase Price”), as follows:


 


(i) 6,400,000
(Six Million Four Hundred Thousand) shares of the Company’s Common Stock $0.001 par value at a price of $0.25 per share corresponding
to an aggregate purchase price of 1,500,000 Euros (One Million Five Hundred Thousand Euros) referred to hereinafter as the "Securities"
or the “Shares”.


 


(c) Closing Deliveries. Subject to the following provisions of this
clause, at or prior to the Closing, the following transactions will take place, all of which shall be deemed to have occurred simultaneously
and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed
and all required documents delivered: (1) the Purchaser shall pay the purchase price
to the Company, by way of a bank transfer to the Company's account,
in immediately available funds, to the bank account of which details shall be delivered to
the Purchaser by the Company, (2) the Company shall issue and allot to the Purchaser, no later than forty five (45) days following
the Closing, the Shares, and (3) each Party shall deliver to the other Party copies
of resolutions taken by its board of directors (or other similar governing body) approving the execution and delivery of
this Agreement, and all the transactions contemplated hereunder. 


 


THE PURCHASER
UNDERSTANDS THAT AN INVESTMENT IN THE SECURITIES INVOLVES A HIGH DEGREE OF RISK, AND THAT THE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFER AND RESALE. THERE CAN BE NO ASSURANCES THAT THE PURCHASER WILL RECOVER ALL OR ANY PORTION OF THIS INVESTMENT.


 



    	 		 



     


    

 


ARTICLE 2

REPRESENTATIONS AND WARRANTIES


 


2.1    Representations
and Warranties of the Company.


 


(a) Organization
and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of
the State of Delaware, with the requisite power and authority to own and use its properties and assets and to carry on its business
as currently conducted.


 


(b) Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated
hereby, including the issuance of the Shares, has been duly authorized by all necessary action on the part of the Company. This
Agreement is the valid and binding obligation of the Company enforceable against the Company in accordance with its terms.


 


(c) Issuance
of the Securities. The Shares are duly authorized and, when issued and paid for in accordance with this Agreement, will be
duly and validly issued, fully paid and no assessable.


 


(d) Material
Adverse Changes. Except as listed in Schedule 2.1(d), as of September 30, 2015 onwards there has not been:


 


(i)     any material adverse
change in the assets, liabilities, financial condition, business or prospects of the Company;


 


(ii)    any damage, destruction
or loss, materially affecting the assets, business, properties, condition (financial or otherwise) of the Company;


 


(iii)   any waiver or
compromise by the Company of a material right or of a material debt owed to it;


 


(iv)   any satisfaction
or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business;


 


(v)    any material change
or amendment to a material contract or arrangement by which the Company or any of their respective assets or properties is bound
or subject;


 


(vi)   any material change
in any compensation arrangement or agreement with any employee, officer, director or shareholder of the Company;


 


(vii)  any sale, assignment
or transfer of any and all intellectual property of the Company, including but not limited to, whether or not patentable, including
without limitation, all patents, trademarks, service marks, trade names, copyrights, trade secrets, information, licenses, proprietary
rights, processes and concepts;


 


(viii) any resignation
or termination of employment of any officer or key employee of the Company; and the Company, to the best of its knowledge, does
not know of any impending resignation or termination of employment of any such officer or key employee;


 


(ix)    receipt of written
notice that there has been a loss of, or material order cancellation by, any major customer or business associate of the Company;


 


(x)     any mortgage, pledge,
transfer of any interest or equity of any individual or entity (including without limitation any right to acquire, option, or right
of pre-emption, or right of first refusal) or any mortgage, charge, pledge, lien, or assignment, or any other encumbrance or security
interest or arrangement of whatsoever nature over or in the relevant property in, or lien, created by the Company and/or by its
subsidiary, with respect to any of their respective material properties or assets;


 



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(xi)    any loans or guarantees
made by the Company to or for the benefit of their respective employees, officers or directors, or any members of their respective
immediate families, other than travel advances and other advances made in the ordinary course of its business;


 


(xii)   any declaration,
setting aside or payment or other distribution in respect of the share capital of the Company or any direct or indirect redemption,
purchase or other acquisition of any of such share capital by the Company;


 


(xiii)  any other event
or condition of any character that might have a material adverse affect on the assets, properties, financial condition, operating
results or business of the Company (as such business is presently conducted and as it is proposed to be conducted); or


 


(xiv)  any agreement
or commitment by the Company to do any of the things described in this Section 2.1(d).


 


2.2    Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants as follows:


 


(a) Organization;
Authority. If the Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction
of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions
contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery
of this Agreement and performance by the Purchaser of the transactions contemplated by this Agreement have been duly authorized
by all necessary corporate or similar action on the part of the Purchaser. This Agreement has been duly executed by the Purchaser,
and is the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms. No consent,
approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental
authority, including the U.S. Securities and Exchange Commission, is required on the part of the Purchaser in connection with the
execution and delivery of this Agreement, or the offer, sale, and delivery of the Securities as contemplated by this Agreement.


 


(b) Own
Account; Investment Intent. The Purchaser is acquiring the Securities as principal for its own account for investment purposes
only and not and will not acquire the Shares with a view to or for distributing or reselling them in violation of the Securities
Act of 1933, as amended (the “Securities Act”) or any applicable state securities law, has no present
intention of distributing any of them in violation of the Securities Act or any applicable state securities law and has no direct
or indirect arrangement or understandings with any other persons to distribute or regarding their distribution of such Securities.
The Purchaser understands that the Securities included therein are “restricted securities” and have not been
registered under the Securities Act or any applicable state securities laws. The Purchaser is acquiring the Securities and each
part thereof hereunder in the ordinary course of its business.


 


(c) Regulation
S. The Purchaser makes the following representations related to Regulation S under the Securities Act: (i) it is not a “U.S.
Person” as that term is defined in Rule 902 of Regulation S under the Securities Act; and received all communications
relating to the issuance of the Shares, and executed all documents relating thereto, outside the United States; and (ii) it agrees
to resell the Shares only in accordance with the provisions of Regulation S, or pursuant to another available exemption from the
registration requirements of the Securities Act, and further agrees not to engage in hedging transactions with regard to such securities
unless in compliance with the Securities Act.


 



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(d) Experience
of Such Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and
experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk
of an investment in the Securities (and each part thereof) and, at the present time, is able to afford a complete loss of such
investment.


 


(e) Opportunity
to Conduct Due Diligence. The Purchaser was granted the opportunity to conduct, and has conducted, due diligence prior to entering
into the transactions contemplated by this Agreement. The Purchaser has read this Agreement and is familiar with the terms of the
Securities. In making the decision to purchase the Securities, the Purchaser and the Purchaser’s advisors have, prior to
any sale to the Purchaser, been given access and the opportunity to examine all books and records of the Company, all contracts
and documents relating to the Company, and an opportunity to ask questions of, and to receive answers from, the Company and to
obtain any additional information necessary to verify the accuracy of the information provided to the Purchaser. The Purchaser
and the Purchaser’s advisors have been furnished with all materials relating to the business, finances and operations of
the Company and materials relating to the offer and sale of the Securities that have been requested. The only representations and
warranties being given to the Purchaser by the Company, express or implied, at law or in equity, with respect to the Company, the
Securities and\or the Company's business, are as explicitly contained in this Agreement.


 


(f) Advice.
The Company and its counsel have not provided to the Purchaser any legal, accounting, regulatory or tax advice with respect to
the offering contemplated hereby, and the Purchaser has consulted its own legal, accounting, regulatory and tax advisors to the
extent it deemed appropriate.


 


ARTICLE 3

OTHER AGREEMENTS OF THE PARTIES


 


3.1    Transfer Restrictions.


 


(a) The Purchaser
hereby acknowledges that the Securities and any part thereof may only be disposed of in compliance with state and federal securities
laws. In connection with any transfer of Shares other than pursuant to an effective registration statement or Rule 144, to the
Company or to an affiliate of a Purchaser or in connection with a pledge, the Company may require the transferor thereof to provide
to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance
of such opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration
of such transferred Shares under the Securities Act.


 



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(b) The Purchaser
agrees to the imprinting, so long as is required, of a legend on any of the Shares in the following form:


 


[THESE SHARES] 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.


 


3.2    Non Compete.
Purchaser undertakes that for so long as it is a shareholder of the Company and for a period of twelve (12) months thereafter,
it shall : (i) not engage in any activity that directly and\or indirectly competes with the business of the Company, (ii) not hold
ownership interest in any firm or corporation that directly and\or indirectly competes with the Company, other than passive holdings
representing less than five percent (5%) of any such firm or corporation, and (iii) refrain from any potential conflict of interests
with the Company.


 


3.3    Confidentiality.
Subject to applicable law, each Party agrees to keep this Agreement in strict confidence and that it shall not, without the prior
written consent of the other Party, disclose any information relating to the other Party other than disclosure to the representatives
and\or advisors of such Party, on a "need to know" basis or as required under applicable law. For the avoidance of doubt,
the aforesaid shall not include any information which: (a) is or becomes generally available to the general public other than as
a result of a breach of an undertaking hereunder, or (b) is or becomes available to a Party through a disclosure by a third party.


 


ARTICLE 4

MISCELLANEOUS


 


4.1    Fees and Expenses.
Each Party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses
incurred by such Party in connection with this Agreement. Purchaser acknowledges that the Company may pay a transaction fee to
finders.


 


4.2    Notices. Any
and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall
be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number or by email to the email address set forth on the signature page or (b) upon actual receipt by
the Party to whom such notice is required to be given.


 


4.3    Successors and Assigns.
This Agreement shall be binding upon and inure to the benefit of the Parties and their successors. This Agreement is not assignable
by either Party.


 


4.4    Governing Law.
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of New York without regard to conflict of laws principles.
Each Party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated
by this Agreement (whether brought against a Party hereto or its respective affiliates, directors, officers, shareholders, employees
or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each Party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan for
the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein
(including with respect to the enforcement of this Agreement).


 


4.5    Survival
of Representations. The Purchaser agrees that all of the warranties, representations acknowledgments, confirmations, covenants
and promises made in this Agreement shall survive its execution and delivery.


 


4.6    Changes in Representations.
The Purchaser agrees to notify the Company immediately of any change in the representations, warranties or information pertaining
to the Purchaser contained herein. 


 


[Signature page immediately
follows]








 



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IN WITNESS WHEREOF, the
Parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as
of the date first indicated above.


 


EZTD, INC.





	 	 	 	 	 
	By:	/s/ Shimon Citron	 	 	/s/ Raffaele Mincione
	Name:	Shimon Citron	 	Name:	Raffaele Mincione
	Title:	CEO	 	 	 








 


 


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