Exhibit 10.1


 


This EMPLOYMENT AGREEMENT (“Agreement”)
is made and entered into as of December 18, 2014 (the “Effective Date”), by and between EFACTOR GROUP CORP.,
a Nevada corporation (“Employer”) with its principal address at 425 2nd Street, San Francisco,
CA 94107, and MARK V. STANICH (the “Employee”), an individual residing at 1000 Edgewood Ave., Pelham
Manor, NY 10803 USA.


 


RECITALS:


 


WHEREAS, the Employee
desires to be employed by the Employer, and the Employer desires to employ the Employee; and


 


WHEREAS, the parties
have agreed upon mutually satisfactory terms of employment as hereinafter provided;


 


NOW, THEREFORE, in
consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties agree as follows:


 


1.      Nature
of Employment. The Employer hereby agrees to employ the Employee and the Employee hereby agrees to accept employment with
the Employer as of the Commencement Date (defined below) upon the terms and conditions hereinafter set forth. During the Term,
the Employee’s principal location of employment shall be at the Employer’s executive offices in New York City (Manhattan),
New York (the exact location to be mutually agreed), except for customary business travel on behalf of the Employer. The Employee
represents to the Employer that his entry into and performance of his duties pursuant to this Agreement will not breach any other
agreement or obligation of the Employee.


 


2.      Title
and Duties. During the Term (as defined below), the Employer shall employ the Employee and the Employee shall serve the
Employer. Subject to the authority of the Board of Directors of the Employer (the “Board”), the Employee shall
perform such executive and managerial duties and responsibilities, consistent with his title and position, as may be assigned to
him from time to time by or under authority of the Board. In addition, during the Term, Employee will be remain an executive member
of the Board.


 


The Employee agrees to
serve the Company as Managing Director, upon the terms and conditions contained herein.


 


3.      Service
and Non-Competition. During the Term, the Employee shall devote his time, attention and energy to the business of the Employer.
Notwithstanding the foregoing, subject to approval of the Board (which will not be unreasonably delayed or withheld), the Employee
shall be permitted to serve on corporate and advisory boards of other entities which are not directly competitive with the Employer,
and to engage in charitable and civic activities, non-profit and for-profit consulting activities, and other requested activities,
provided that such activities (individually or collectively) do not materially interfere with the performance of the Employee’s
duties or responsibilities under this Agreement.


 




    	1



    	 



    




 


For a period of one (1)
year after he ceases to be employed by the Company under this Agreement, Employee will not directly compete with or be engaged
in the same business as the Company, or be employed by, or be a director, officer, employee, owner, or partner of, any business
or organization which at the time of such cessation, competes with or is engaged in the same business as the Company, except that
in each case the provisions of this Section 3 will not be deemed breached merely because the Executive owns not more than five
percent (5.0%) of the outstanding common stock of a corporation, if, at the time of its acquisition by the Executive, such stock
is listed on a national securities exchange, is reported on NASDAQ, or is regularly traded in the over-the-counter market by a
member of national securities exchange.


 


4.      Term.
The term of Employee’s employment under this Agreement (the “Term”) shall commence on December 1, 2014
(the “Commencement Date”). The Term shall continue from the Commencement Date for a period of three (3) years
until the earlier of (i) the third (3rd) anniversary of the Commencement date ; (ii) 30 days prior to the date of the
company’s proposed uplist to NASDAQ or other major U.S. exchange; and (iii) such earlier date on which the Employee’s
employment is terminated pursuant to this Agreement. Unless sooner terminated in accordance with this Agreement, the Term shall
automatically be renewed and extended on the same terms and conditions as are then in effect (or such other terms as are agreed
upon in writing by mutual agreement by both Employer and Employee) for successive periods of two (2) years each unless either party
hereto shall have notified the other party hereto in writing that such extension shall not take effect at least one hundred eighty
days (180) days prior to the end of the initial Term or of any extension. The termination of this Agreement pursuant to clause
(i) above or by the Employer pursuant to the preceding sentence shall not, in and of itself, constitute a termination of employment
for purposes of Section 11.


 


5.      Compensation:
For all services rendered by the Employee during the Term in his capacity as Managing Director, the Employer shall pay
and the Employee shall accept the following:


 


A.       Base
Stipend. The Employer shall pay to the Employee a stipend of twenty-thousand U.S. dollars ($20,000) per month from the effective
start date of the Term. Half of such stipend ($10,000) shall be paid in cash to Employee, and half of such stipend ($10,000) shall
be accrued in mutual agreement to the date of the proposed uplift to NASDAQ or other major exchange, or a major funding round of
at least $2 million, whichever occurs earlier.


 


B.       One-Time
Bonus. In addition to the payments of the Base Stipend set forth above, Employee shall be eligible to receive, in respect of such
Initial Phase, a one-time annual cash bonus of Two Hundred Fifty Thousand U.S. Dollars ($250,000), per annum or prorated for the
number of months which Employee serves during the Term. (As example and for the avoidance of doubt, if the Term were to last four
(4) months then the Employee would receive a one-time bonus of US $83,333.00).


 




    	2



    	 



    




 


6.      Equity
and Other Compensation


 


A.       Equity
Compensation. 


 


(i)           Upon
the Commencement Date, the Employer shall reserve for the Employee Six Million (6,000,000) shares of restricted common stock,
par value $0.001 per share (the "Stock") of the Employer (the "Stock Grant"). The Stock Grant
shall be issued in three equal tranches of Two Million (2,000,000) shares each on January 1, 2015 ; January 1, 2016 ; and January
1, 2017 ;  In addition, the Employee will participate in the Employer’s annual stock incentive program, receiving awards
as determined by the Compensation Committee from time to time. Upon a Change in Control (as defined below) of the Employer, termination
of Employee’s employment without Cause or with Good Reason, or Employee’s earlier death or Disability, all unvested
equity awards held by the Employee shall become fully vested (except that in the case of Employee’s death or Disability,
vesting shall accelerate through the date that is one (1) year following the date of death or Disability).


 


(ii)          Upon
the Commencement Date, Employee will also be granted a stock option under the Employer’s Stock Option Plan (to be implemented
subject to Board Approval) to purchase a number of shares of Stock equal to two and on-half percent (2.5%) of the then-current
outstanding shares (on a fully-diluted basis) at an exercise price equal to the average daily-weighted market value of that Stock
over the three (3) months immediately preceding the grant date. The option will fully vest after one (1) year, with an expiration
at ten (10) years, accelerating upon Change in Control, termination of Employee’s employment without Cause or with Good Reason,
or Employee’s earlier death or Disability (except that in the case of Employee’s death or Disability, vesting shall
accelerate through the date that is one (1) year following the date of death or Disability).


 


B.       Fringe
Benefits. Employee shall be entitled to participate in or receive benefits under any fringe benefits generally available
to full-time “C-level” executive employees and/or founders of the Employer from time to time, such as group health
insurance, group dental insurance, group term life insurance and retirement benefits under any qualified retirement plan maintained
by the Employer, provided that the Employee meets the eligibility requirements for such participation.


 


C.       Legal
Expenses. The Employer shall reimburse Employee for his legal fees in connection with the negotiation and execution of
this Agreement, in an amount not to exceed Fifteen Thousand Dollars ($15,000). Such expenses to be deferred until a major funding
event occurs for Company of a minimum of Two Million Dollars (US$2,000,000).


 




    	3



    	 



    




 


7.      Expense
Reimbursement. The Employer shall reimburse the Employee for all reasonable expenses incurred by him in the performance
of his duties hereunder in accordance with a mutually agreed T&E budget (which will be no less than $85,000 per fiscal year),
and with the Employer’s policies in effect from time to time, including, without limitation, those incurred in connection
with business related travel or entertainment and including such airline, industry group and/or other relevant club memberships,
as approved by the Board. If such expenses are paid directly by Employee, Employer shall promptly reimburse him for such payment,
provided that Employee provides proper documentation thereof in accordance with the Employer’s policy, as established by
the Board. Employee shall be expected to fly economy class for short haul U.S. domestic flights during the first year of the Term,
but shall be entitled to business class air travel (or best available if business class is unavailable) for international or transcontinental
U.S. flights and to deluxe/luxury class hotels, subject to the mutually-agreed annual T&E budget. Upon the Employee’s
request, the Employer shall also reimburse the Employee for the reasonable costs of annual federal and state tax preparation. If
Employee and Employer mutually agree that Employee shall relocate more than seventy-five (75) miles from New York City, then the
parties will negotiate in good faith reimbursement of relocation expenses and an appropriate compensation package, consistent with
then-current industry-standard relocation packages for Chief Executive Officers. Any projected income tax increase for the Employee
pursuant to the preceding two (2) sentences will be subject to a “gross-up” by the Employer using the so-called “true
up” method.


 


To the extent any reimbursement
provided for under this Agreement constitutes taxable income to the Employee for federal income tax purposes, such reimbursements
shall be made no later than April 15 of the calendar year next following the calendar year in which the expenses to be reimbursed
are incurred. Moreover, to the extent that any reimbursement of expenses or in-kind benefits provided for in this Agreement constitutes
taxable income to the Employee for Federal income tax purposes, (i) any such reimbursements shall be made no later than April 15
of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred, (ii) the amount of the
reimbursements for expenses or in-kind benefits provided in any taxable year shall not affect the amount of expenses eligible for
reimbursement or in-kind benefits to be provided in any other taxable year, and (iii) any such reimbursements and in-kind benefits
shall not be subject to liquidation or exchange for any other benefit.


 


8.      Vacation
and Holidays. The Employee shall be entitled to five (5) weeks of paid vacation each full calendar year (and a pro-rated
number of days for less than full calendar years during the Term). Such vacation shall be taken at such times as are convenient
for the Employee and the Employer and shall be in accordance with Employer’s vacation policies for its “C-level”
executives and key management personnel. In addition to such vacation time, the Employee shall be paid for all legal U.S. holidays.


 


9.      Confidential
Information. Except as may be required or appropriate in connection with the Employee’s carrying out his duties under
this Agreement, the Employee shall not, without the prior written consent of the Employer or as may otherwise be required by law
or any legal process, or as is necessary in connection with any adversarial proceeding against the Employer (in which case the
Employee shall cooperate with the Employer in obtaining a protective order at the Employer’s expense against disclosure by
a court of competent jurisdiction), communicate, to anyone other than the Employer and those designated by the Employer or on behalf
of the Employer in the furtherance of its business or to perform his duties hereunder, any trade secrets or confidential information,
knowledge or data relating to the Employer, its affiliates or any businesses or investments of the Employer or its affiliates,
obtained by the Employee during his services to the Employer that is not generally available public knowledge (other than as a
result of acts by the Employee in violation of this Agreement).


 




    	4



    	 



    

 


10.         Non-Disparagement.
Neither during the Term nor at any time thereafter shall Employee or Employer disparage the other (or, in the case of the Employer,
any of its subsidiaries or affiliates) or any of their respective directors, officers, employees, investors, successors and assigns
by making (or causing others to make) any oral or written statements or representations that could reasonably be construed to be
a false and misleading statement of fact or a libelous, slanderous or disparaging statement of or concerning any of the aforementioned
persons or entities (provided, that, notwithstanding the foregoing, truthful responses provided by Employee or Employer (or their
respective employees or representatives) in good faith to any subpoena, interrogatory or other legal request or requirement which
may be considered to be disparaging shall not be deemed to violate this Section).


 


11.         Termination
Without Cause or for Good Reason. The Employer has the right to terminate Employee’s employment without Cause, and
the Employee may terminate his employment with the Employer for Good Reason (as defined below), at any time. In the event that
Employee’s employment is terminated without Cause (other than by reason of his death or Disability (as defined below)), or
by the Employee for Good Reason, the Employer shall:


 


A.       pay
to Employee the Base Salary and Board Stipend earned, and any accrued and unpaid Annual Performance Bonus, through the date of
termination (pro-rated for any partial year);


 


B.       reimburse
Employee for any expenses pursuant to Section 6;


 


C.       if
such termination is prior to the fourth (4th) anniversary of the Commencement Date: (i) pay to Employee the Base Salary
for the remainder of the Term in a lump sum within fifteen (15) days following termination, plus continued payment of the Base
Salary for an additional twelve (12) months following termination if such termination is within one year of Term’s expiration,
in accordance with the Employer’s normal payroll practices for its executives and key management personnel (as if such termination
had not occurred); and (ii) pay Employee the Annual Performance Bonus at target (100%) for the remainder of the Term in a lump
sum; provided, however, that such payments are expressly conditioned upon the execution and delivery of the Release (defined below)
and the timing of such payments shall be subject to Sections 19G and H below;


 


D.       if
such termination is after the fourth (4th) anniversary of the Commencement Date, pay to Employee the Base Salary for
the remainder of the Term in a lump sum within fifteen (15) days following termination, plus continued payment of the Base Salary
for an additional twelve (12) months following termination if such termination is within one year of Term’s expiration, in
accordance with the Employer’s normal payroll practices for its executives and key management personnel (as if such termination
had not occurred); provided, however, that such payments are expressly conditioned upon the execution and delivery of the Release
and the timing of such payments shall be subject to Sections 19G and H below;


 




    	5



    	 



    

 


E.       continue
providing Employee’s (and Employee’s family members’, as applicable) then-current health insurance at the Employer’s
sole expense for the period described in the preceding Section 10.C ; and


 


F.       All
unvested Stock, option and other equity awards held by the Employee shall become immediately and automatically fully vested.


 


No purported termination
by the Employee for Good Reason shall be effective without proper delivery of a notice of termination (which, to the extent applicable,
sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Employee’s
employment, and sets forth the effective date for such termination) by the Employee, with an effective date of termination occurring
within sixty (60) days following the expiration of the Employer’s cure period described below. “Good Reason”
shall mean the occurrence of any of the following conditions which remain uncured for a period of thirty (30) days after the Employer’s
receipt of written notice thereof:


 


		(i)	A material breach by the Employer of this Agreement;



 


		(ii)	A reduction in Base Salary or bonus opportunity without
the Employee’s consent;



 


		(iii)	A change in Employee’s authorities, duties or responsibilities
(including, without limitation, his direct reporting structure) without the Employee’s consent; or



 


		(iv)	Any change (imposed without the Employee’s consent)
in the Employee’s principal place of employment from New York City (Manhattan).



 


The Employee shall not
be required to mitigate damages with respect to the termination of his employment under this Agreement by seeking other employment
or otherwise, and there shall be no offset against amounts due the Employee under this Agreement on account of subsequent employment.
Additionally, amounts owed to the Employee under this Agreement shall not be offset by any claims the Employer may have against
the Employee, and the Employer’s obligation to make the payments provided for in this Agreement, and otherwise to perform
its obligations hereunder, shall not be affected by any other circumstances, including, without limitation, any counterclaim, recoupment,
defense or other right which the Employer may have against the Employee or others.


 


12.         Termination
Due to Death. This Agreement shall automatically terminate immediately upon the death of the Employee. Upon such a termination,
the Employer will:


 


A.       pay
to Employee’s estate the Base Salary and Board Stipend earned, and any accrued and unpaid target Annual Performance Bonus,
through the date of termination (pro-rated for any partial year);


 




    	6



    	 



    

 


B.       reimburse
Employee’s estate for any expenses pursuant to Section 6; and


 


C.       All
unvested Stock, options and other equity awards held by the Employee shall become immediately and automatically fully vested.


 


13.         Termination
Due to Disability. The Employer may immediately terminate the Employee’s employment hereunder due to the Employee’s
disability by written notice to the Employee. For purposes of this Agreement, “Disability” means, if by reason
of illness, physical incapacity or mental incapacity, the Employee is adjudicated to be incompetent to manage his person or property
by a court of competent jurisdiction or is determined by a qualified medical professional, who is selected by the Board and has
consulted in good faith with Employee’s regular physician, to be incapable of performing his “essential functions”
(as defined in 29 CFR 1630.2) as an employee of the Employer or is actually incapable of performing his “essential functions”
as an employee of the Employer, for a period of either one hundred eighty (180) consecutive days or for a cumulative period of
one hundred eighty (180) days in any consecutive twelve (12) month period. For purposes of this Agreement, disability shall be
deemed to occur on the earlier of the date that the determination is made or the inability to perform his “essential functions”
for the relevant period occurs. Upon such a termination of employment, the Employer will:


 


A.       pay
to Employee the Base Salary and Board Stipend earned, and any accrued and unpaid target Performance Bonus, through the date of
termination (pro-rated for any partial year);


 


B.       reimburse
Employee for any expenses pursuant to Section 6; and


 


C.       All
unvested Stock, options and other equity awards held by the Employee shall become immediately and automatically fully vested.


 


14.         Termination
With Cause. The Employer shall have the option to immediately terminate this Agreement for “Cause” (as defined
below). Upon such a termination for Cause, the Employer shall:


 


A.       pay
to Employee the Base Salary and Board Stipend earned, and any accrued and unpaid target Annual Performance Bonus, through the date
of termination (pro-rated for any partial year); and


 


B.       reimburse
Employee for any expenses pursuant to Section 6.


 


As used herein, “Cause”
shall mean the occurrence of any one of the following, as determined by the Board:


 


A.       breach
of fiduciary obligations or act involving material malfeasance in connection with performance of his duties with the Employer,
or other willful misconduct or gross negligence in connection with his employment;


 


B.       The
conviction of the Employee by any governmental entity of a criminal offence involving fraud, theft or embezzlement, or for a felony,
or plea of guilty or nolo contendere by the Employee to a felony charge involving dishonesty or moral turpitude;


 




    	7



    	 



    

 


C.       refusal
to substantially perform his duties for the Employer, except in the event that the Employee believes, in good faith, that such
duties would cause the Employee or the Employer to be in violation of applicable law, or he becomes Disabled or on account of death,
which refusal, is not cured (if curable) within thirty (30) business days after written notice thereof from the Board (which, in
the event that Employee believes such duties would violate applicable law, includes a memorandum of law from the Employer’s
legal counsel to the effect that such duties are not likely to result in such violation);


 


D.       material
violation of any lawful Employer policies or procedures, of which Employee has been informed in writing and which violation is
not ceased within thirty (30) business days after written notice thereof from the Board; or


 


E.       to
the extent not described in clauses A through D above, a material breach of this Agreement by the Employee which is not cured (if
curable) within thirty (30) business days of written notice thereof from the Board.


 


15.         Termination
by Employee. The Employee may terminate the Employee’s employment hereunder other than for Good Reason at any time
by providing at least thirty (30) days prior written notice to the Employer. Upon such a termination by the Employee, the Employer
shall:


 


A.       pay
to Employee the Base Salary and Board Stipend earned, and any accrued and unpaid target Performance Bonus, through the date of
termination (pro rated for any partial quarter); and


 


B.       reimburse
Employee for any expenses pursuant to Section 6.


 


16.         Release;
Sole Recourse. As a condition to payment of the compensation to Employee pursuant to Section 11.C or 11.D, Employee must
deliver to the Employer a general release in substantially the form attached hereto as Exhibit A (the “Release”).
Except as may pertain to Employee’s rights as a holder of Stock, options, or other equity of the Employer, this Agreement
sets forth the only obligations of the Employer with respect to the termination of Employee’s employment with the Employer,
and Employee acknowledges that upon the termination of his employment, he shall not be entitled to any payments or benefits which
are not explicitly provided in this Agreement (other than the Employee’s right to receive vested benefits to which he is
entitled under any qualified retirement plan and his right to continuation coverage that is required to be provided under applicable
law in accordance with the terms of any group health plan). In addition, at the time of his termination of employment or resignation
from the Employer for any reason, Employee agrees to resign simultaneously from any Board positions or committees of the Employer,
if so requested by Employer.


 


17.         Property
of the Employer. Following the termination of the employment of the Employee, the Employee shall deliver and return to
the Employer all Employer files, manuals, and all other papers of whatever nature, which are then in the possession, custody or
control of the Employee and which pertain to or contain information relative to the business of the Employer, whether or not prepared
or compiled by the Employee. The Employee also shall deliver and return to the Employer, as applicable, upon the termination of
the employment of the Employee all other property belonging to the Employer and used in the Employer’s business which is
then in the Employee’s possession, custody or control, including any computer, telephone or keys.


 




    	8



    	 



    

 


18.         Indemnification;
Insurance. The Employer agrees that if the Employee is made a party or threatened to be made a party to any action, suit
or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that Employee is or was an employee
or director of the Employer or is or was serving at the request of the Employer, as a director, officer, member, employee or agent
of another corporation or a partnership, joint venture, trust or other enterprise, the Employee shall be indemnified by the Employer
to the fullest extent permitted by applicable law and the Employer’s certificate of incorporation and by-laws, as the same
exists or may hereafter be amended, against all reasonably and actually incurred legal expenses and related costs incurred or suffered
by Employee in connection therewith provided that Employee cooperates with the Employer in connection with such actual or threatened
action, suit, proceeding or investigation, and such indemnification shall continue even if Employee has ceased to be an officer
or is no longer employed by the Employer and shall inure to the benefit of Employee’s heirs, executors and administrators.
The Employer shall provide the Employee with directors' and officers' liability insurance at least as favorable as the insurance
coverage provided to other senior executive officers and directors of the Employer respecting liabilities, and reasonable legal
fees and costs, charges and expenses incurred or sustained by Employee (or his legal representative or other successors) in connection
with any such proceeding. Unless otherwise provided in an indemnification agreement with the Employer, no indemnity shall be paid
by the Employer (i) if it shall be determined by a final judgment or other final adjudication by a court of competent jurisdiction
that such remuneration was in violation of law; or (ii) if it is finally determined that, in connection with the above action,
suit or proceeding, Employee’s conduct was finally adjudged to have been knowingly fraudulent, deliberately dishonest or
willful.


 


19.         Representations.


 


A.       The
Employee represents and warrants to the Employer that (i) he is not subject to any contract or to any statute, governmental rule
or regulation, that in any way limits his ability to enter into and fully perform his obligations under this Agreement and (ii)
he is not otherwise unable to enter into and fully perform her obligations under this Agreement.


 


B.       The
Employer represents and warrants to the Employee that (i) this Agreement has been duly authorized, executed and delivered by the
Employer and constitutes a valid and binding obligation of the Employer and (ii) the employment of the Employee on the terms and
conditions contained in this Agreement will not conflict with or result in a breach or violation of the terms of any contract or
other obligation or instrument to which the Employer is a party or by which it is bound or any statute, law, rule, regulation,
judgment, order or decree applicable to the Employer.


 




    	9



    	 



    

 


20.         General
Provisions.


 


A.       Change
in Control. "Change in Control" of the Employer shall mean:


 


(1) any "person"
(as such term is used in Sections 3(a)(9) and 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"))
or "group" (as such term is used in Section 14(d)(2) of the Exchange Act) is or becomes a "beneficial owner"
(as such term is used in Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the voting stock of the Employer; provided
that this clause (1) shall not apply with respect to a stockholder of the Employer who beneficially owns more than 50% of the voting
stock of the Employer on the Effective Date; or


 


(2) all or substantially
all of the assets or business of the Employer are disposed of pursuant to a merger, consolidation or other transaction unless,
immediately after such transaction, the stockholders of the Employer immediately prior to the transaction own, directly or indirectly,
in substantially the same proportion as they owned the voting stock of the Employer prior to such transaction more than 50% of
the voting stock of the company surviving such transaction or succeeding to all or substantially all of the assets or business
of the Employer or the ultimate parent company of such surviving or successor company if such surviving or successor company is
a subsidiary of another entity (there being excluded from the number of shares held by such stockholders, but not from the voting
stock of the combined company, any shares received by affiliates of such other company in exchange for stock of such other company);
or


 


(3) the Employer adopts
any plan of liquidation providing for the distribution of all or substantially all of its assets if such plan of liquidation will
result in the winding-up of the business of the Employer; or


 


(4) the consummation
of any merger, consolidation or other similar corporate transaction unless, immediately after such transaction, the stockholders
of the Employer immediately prior to the transaction own, directly or indirectly, in substantially the same proportion as they
owned the voting stock of the Employer prior to such transaction more than 50% of the voting stock of the company surviving such
transaction or its ultimate parent company if such surviving company is a subsidiary of another entity (there being excluded from
the number of shares held by such stockholders, but not from the voting stock of the combined company, any shares received by affiliates
of such other company in exchange for stock of such other company); or


 


(5) the failure of
the Employer to have any securities required to be registered under Section 12 of the Exchange Act.


 


(6) Notwithstanding
the foregoing, in the event of the acquisition by any person, or group of persons acting in concert, of shares of capital stock
of the Company enabling such person or person to cast 20% or more of the votes entitled to be voted at any meeting to elect directors
(each such event of disposition or acquisition of stock being hereinafter referred to as a “Section 9 Event”).


 


For purposes of this
definition, "the Employer" shall include any entity that succeeds to all or substantially all of the business of the
Employer; "Voting Stock" shall mean securities of any class or classes having general voting power under ordinary circumstances,
in the absence of contingencies, to elect the directors of a corporation; and references to ownership of "more than 50% of
the voting stock" shall mean the ownership of shares of voting stock that represent the right to exercise more than 50% of
the votes entitled to be cast in the election of directors of a corporation.


 




    	10



    	 



    

 


B.       Amendment.
No amendment or modification of this Agreement shall be binding unless it is in writing, signed by the party against whom enforcement
of any amendment or modification is sought.


 


C.       Entire
Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof. Employee
has no oral representations, understandings or agreements with the Employer or any of its officers, directors or representatives
covering the same subject matter as this Agreement other than as set forth in this Agreement. This written Agreement constitutes
the final, complete and exclusive statement and expression of the agreement among the Employer and Employee regarding the subject
matter contained herein and of all the terms of such Agreements; they cannot be varied, contradicted or supplemented by evidence
of any prior or contemporaneous oral or written agreements and any such prior agreements are hereby superseded by such Agreements.
This Agreement reflects the parties’ informed negotiations and any ambiguities are not to be construed against either as
the drafting party.


 


D.       Notices.
Any notice or disclosure required or which may be given under this Agreement shall be in writing and either delivered personally,
sent by overnight courier or mailed by certified mail, return receipt requested, to the addressee. Such notice or disclosure shall
be deemed given when so delivered personally, or if sent by overnight courier, one (1) business day after the date so sent, or
if mailed by certified mail, three (3) business days after the date of mailing. Notices and disclosures shall be sent to the address
of the addressee stated in this Agreement or to such other address as any addressee shall request by written notice.


 


The addresses of the
parties for the receipt of notice or disclosure shall be as follows:


 


	If to Employer:	at the address first above written
	 	Attn: Marion Freijsen
	 	 
	If to Employee:	at the address first above written with a copy by email to stanich.mark@yahoo.com
	 	 
	With a courtesy copy to:	Adam E. Ritholz, Esq.
	 	Ritholz Levy Sanders Chidekel & Fields LLP
	 	235 Park Avenue South, 3rd Floor
	 	New York, NY  10003


 


E.       Waiver.
Failure by the parties to insist in any one or more instances upon the performance of any of the terms and conditions of this
Agreement shall not be construed as a waiver or relinquishment of any right granted hereunder, or the future performance of any
such term, covenant, condition or obligation of either party with respect hereto, and all terms and conditions of this Agreement
shall continue in full force and effect.


 




    	11



    	 



    

 


F.       Severability.
Each of the rights and remedies herein shall be independent of the others and shall be in addition to and not in lieu of any
other rights and remedies available to a party at law or in equity. If any provision of this Agreement, or any part of any of them,
is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of the covenants
or rights or remedies which shall be given full effect without regard to the invalid portions.


 


G.       Section
409A. This Agreement is intended to comply with the requirements of Section 409A (“Section 409A”) of
the Internal Revenue Code of 1986, as amended (the “Code”). The parties intend to structure and operate the
payments and benefits described in this Agreement, and the Employee’s other compensation, to be exempt from or to comply
with the requirements of Section 409A to the extent applicable. The parties intend that the Employee’s Stock Grant and option
grants have been structured to be exempt from or to comply with the requirements of Section 409A to the extent applicable. The
Employer agrees not to take any action (or omit to take any action that is required to be taken) in respect thereof (or any other
similar award) that is materially inconsistent with, contrary to or in material breach of the terms thereof (or any similar award),
other than as required by applicable law, that causes Employee to incur tax in respect of a violation of Section 409A with respect
thereto. For the avoidance of doubt, the Employer agrees that any failure to follow the payment terms under the Stock Grant or
option grant (or any other similar award granted to Employee) will be considered a material breach. If either party believes, at
any time, that any feature of compensation or benefits hereunder does not comply with (or is not exempt from) Section 409A or that
any action taken or contemplated to be taken (including any failure to take action) in regards to Employee’s compensation
or benefits caused or might cause a violation of Section 409A, such party will promptly advise the other and will reasonably negotiate
in good faith to amend the terms of the payments or benefits or alter the action or contemplated action in order that Employee’s
payments or benefit arrangements comply with (or are exempt from) the requirements of Section 409A or in order to mitigate any
additional taxes that may apply under Section 409A if compliance or exemption is not practicable. The Employer will indemnify the
Employee to the greatest extent that it has indemnified or agrees to indemnify any current or former employee who has incurred
or incurs the additional taxes under Section 409A in connection with a Stock Grant or similar type of award due to the same or
similar circumstances.


 


H.       Parachute
Payments. If any payment or benefit Employee would receive pursuant to a Change in Control or otherwise ("Payment")
would (i) constitute a "parachute payment" within the meaning of Section 280G of the Code, and (ii) but
for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then
such Payment shall be reduced to the Reduced Amount. The "Reduced Amount" shall be either (x) the largest
portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion,
up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local
employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Employee’s
receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may
be subject to the Excise Tax. If a reduction in payments or benefits constituting "parachute payments" is necessary so
that the Payment equals the Reduced Amount and none of the parachute payments are non-qualified deferred compensation subject to
Section 409A, then the reduction shall occur in the manner Employee shall elect in writing prior to the date of payment. If
any parachute payment constitutes non-qualified deferred compensation subject to Section 409A or Employee fails to elect an
order, then the reduction shall occur in the following order: first a pro rata reduction of (i) cash payments subject to Section 409A
as non-qualified deferred compensation and (ii) cash payments not subject to Section 409A, and second a pro rata cancellation
of accelerated vesting of (x) equity-based compensation subject to Section 409A as non-qualified deferred compensation
and (y) equity-based compensation not subject to Section 409A with, in each case, the cancellation of accelerated vesting
being applied first to vesting that is not subject to Treasury Regulation section 1.280G-1 Q/A 24(c) and subsequently to vesting
that is subject to such section. Reduction in either cash payments or equity compensation benefits shall be made pro rata between
and among benefits which are subject to Section 409A and benefits which are exempt from Section 409A. The accounting
firm engaged by the Employer for general audit purposes as of the day prior to the effective date of the Change in Control shall
perform the foregoing calculations. The Employer shall bear all expenses with respect to the determinations by such accounting
firm required to be made hereunder. Any good faith determination of the accounting firm made hereunder shall be final, binding
and conclusive upon the Employer and Employee.


 




    	12



    	 



    

 


I.       Successors
and Assigns. This Agreement is personal to Employee and shall not be assignable by Employee without the prior written consent
of the Employer. The Employer shall be permitted to assign its rights, interests and obligations to any parent, subsidiary or affiliate,
or to any other third party, which acquires all or substantially all of the stock or assets of the Employer. This Agreement shall
inure to the benefit of and be enforceable by Employee’s legal representatives.


 


J.       Arbitration.
If any dispute, claim, disagreement or other matter arising from or relating to this Agreement or the alleged breach of this Agreement
cannot be settled within thirty (30) days after any party sends written notice to the other party to this Agreement, the parties
shall submit such matter to binding arbitration in New York County, New York, administered by the American Arbitration Association
under its Employment Arbitration Rules which are then in effect. The arbitrators shall be three (3) disinterested attorneys appointed
by the American Arbitration Association each of whom has at least ten (10) years experience in the private practice of law. The
powers of the arbitrators shall include, but not be limited to, the awarding of injunctive relief. The defendant in such proceeding
shall file an answer to the claim within sixty (60) days after commencement of the claim. The parties shall attend a hearing of
the claim with the arbitrator within ninety (90) days after the commencement of the claim. The decision of the arbitrator shall
be binding upon the parties and may be enforced by a court of competent jurisdiction. The claimant and the defendant each shall
pay their own attorney’s fees and each shall pay one-half (1/2) of the cost of the arbitrator and such arbitration proceeding,
except that if one party is determined by the arbitrator to be the “prevailing party” and the other party is determined
by the arbitrator to be the “non-prevailing party,” the arbitrator’s award shall require that the “non-prevailing
party” pay the arbitration fees and costs and reasonable legal expenses of the “prevailing party.”


 


K.      Applicable
Law. This Agreement is entered into and shall be construed and performed in accordance with the laws of the State of New
York (without giving effect to the principles of conflicts of law).


 




    	13



    	 



    

 


L.       Withholding.
All payments hereunder shall be subject to any required withholding of federal, state and local taxes pursuant to any applicable
law or regulation.


 


M.     Post-Term
Cooperation. Employee agrees to cooperate with the Employer at Employer’s sole cost and expense in providing for
an orderly transition after the Term (except in the case of death or Disability), which cooperation shall include giving such assistance
at reasonable times as may be reasonably requested by the Employer from time to time, including, without limitation, legal matters
about which Employee has knowledge by virtue of employment with the Employer.


 


N.       Counterparts.
This Agreement may be executed in several counterparts (and by facsimile), each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.


 


O.       Headings.
The headings of this Agreement are for convenience of reference only and shall not affect in any manner any of the terms and conditions
hereof.


 


IN WITNESS WHEREOF,
the parties have executed this Agreement in duplicate as of the day and year first above written.


 


	 	Employer:
	 	 
	 	EFACTOR GROUP CORP.
	 	 	 
	 	By:	/s/ Marion Freijsen
	 	 	Name: Marion Freijsen
	 	 	Title: Co-Founder & COO
	 	 
	 	Employee:
	 	 
	 	/s/ Mark V. Stanich
	 	MARK V. STANICH


 




    	14



    	 



    

 


EXHIBIT A


 


FORM OF GENERAL RELEASE


 


General Release of Claims


 


This General Release
of Claims (this "Release"), dated as of _______, 20 , confirms the following understandings and agreements between
EFactor Group Corp., a Nevada corporation (the "Company") and Mark V. Stanich (hereinafter referred to as "you"
or "your").


 


In consideration of the
promises set forth in that certain employment agreement between you and the Company dated October 10, 2014 (the "Employment
Agreement"), as well as any promises set forth in this Release, you agree as follows:


 


1. Opportunity for
Review and Revocation. You have twenty-one (21) days to review and consider this Release. Notwithstanding anything contained
herein to the contrary, this Release will not become effective or enforceable for a period of seven (7) calendar days following
the date of its execution, during which time you may revoke your acceptance of this Release by notifying the General Counsel of
the Company, in writing. To be effective, such revocation must be received by the Company no later than 5:00 p.m. on the seventh
(7th) calendar day following its execution. Provided that the Release is executed and you do not revoke it, the
eighth (8th) day following the date on which this Release is executed shall be its effective date (the "Effective
Date"). In the event of your revocation of this Release pursuant to this Section 1, this Release will be null and
void and of no effect, and the Company will have no obligations hereunder.


 


2. Employee Release
and Waiver of Claims.


 


(a) In accordance with
Section 10 and Section 15 of the Employment Agreement, you and your representatives, agents, estate, heirs, successors
and assigns, absolutely and unconditionally hereby release, remise, discharge, indemnify and hold harmless the Company Releasees
("Company Releasees" defined to include the Company and/or any of its parents, subsidiaries or affiliates, predecessors,
successors or assigns, and its and their respective current and/or former directors, shareholders/stockholders, officers, employees,
attorneys and/or agents, all both individually and in their official capacities), from any and all legally waivable actions or
causes of action, suits, claims, complaints, contracts, liabilities, agreements, promises, contracts, torts, debts, damages, controversies,
judgments, rights and demands, whether existing or contingent, known or unknown, suspected or unsuspected, which arise out of your
employment with, change in employment status with, and/or separation of employment from, the Company. This release is intended
by you to be all encompassing and to act as a full and total release of any legally waivable claims, whether specifically enumerated
herein or not, that you may have or have had against the Company Releasees arising from conduct occurring up to and through the
date of this Release, including, but not limited to, any legally waivable claims arising from any federal, state or local law,
regulation or constitution dealing with either employment, employment benefits or employment discrimination such as those laws
or regulations concerning discrimination on the basis of race, color, creed, religion, age, sex, sex harassment, sexual orientation,
national origin, ancestry, genetic carrier status, handicap or disability, veteran status, any military service or application
for military service, or any other category protected under federal or state law; including any claims or causes of action you
have or may have relating to discrimination under federal, state or locate statutes (whether before a court or an administrative
agency) including, but not limited to, the Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964,
the Employee Retirement Income Security Act of 1974 (excluding all claims for accrued, vested benefits under any employee benefit
or pension plan of the Company subject to the terms and conditions of such plan and applicable law), the Americans with Disabilities
Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the National Labor Relations Act, the California Fair Employment
and Housing Act, the California Constitution, the California Labor Code, and the California Civil Code, all as amended from time
to time; any contract, whether oral or written, express or implied; any tort; any claim for equity or other benefits; or any other
statutory and/or common law claim.


 




    	15



    	 



    




 


(b) This Release does
not include any claim which, as a matter of law, cannot be released by private agreement. Nor does this Release prohibit or bar
you from providing truthful testimony in any legal proceeding or from cooperating with, or making truthful disclosures to, any
governmental agency. Notwithstanding the foregoing, with respect to any claim that cannot be released by private agreement, you
agree to release and waive your right (if any) to any monetary damages or other recovery as to such claims, including any claims
brought on your behalf, either individually or as part of a collective action, by any governmental agency or other third party.


 


(c) Notwithstanding
any provision of this Release to the contrary, by executing this Release, you are not releasing any claims relating to (i) your
rights or any other benefits expressly provided under the Employment Agreement, (ii) any rights relating to the Stock Grant
or options granted to you pursuant to the Employment Agreement or otherwise or any rights relating to any other outstanding equity
awards or (iii) any indemnification or similar rights you may have as a current or former officer or director of the Company,
including, without limitation, any and all rights thereto referenced in the Employment Agreement, the Company's by-laws, plan of
reorganization or liquidation, other governance documents, or any rights with respect to the Company's directors' and officers'
insurance policies.


 


3. Company Release
and Waiver of Claims. The Company covenants that, except for any claim that could be asserted by the Company or its shareholders
against you (1) for fraud, breach of fiduciary duty, embezzlement, breach of trust, theft, violation of state or federal securities
laws, conversion, misuse or unauthorized disclosure of the Company's confidential, proprietary or trade secret information; (2) brought
to enforce the terms and provisions of this Release or the Employment Agreement; or (3) based upon a claim that conduct in
which you engaged constituted grounds for termination of your employment for "Cause", as defined in the Employment Agreement,
it hereby waives any non-excluded claims and releases you from such non-excluded claims.


 


4. No Suit. You
represent that you have not filed any complaints or charges against the Company with any federal, state, or local administrative
agency arising out of your employment with the Company on or prior to the Effective Date.


 


5. Confidentiality.
You agree that you will not disclose to others the fact or terms of this Release, except that you may disclose such information
to your attorney or accountant in order for such individuals to render services to you.


 




    	16



    	 



    




 


6. Successors and
Assigns. The provisions hereof shall inure to the benefit of your heirs, executors, administrators, legal personal representatives
and assigns and shall be binding upon your heirs, executors, administrators, legal personal representatives and assigns.


 


7. Severability.
If any provision of this Release, or part thereof, is held invalid, void or voidable as against public policy or otherwise, the
invalidity shall not affect other provisions, or parts thereof, which may be given effect without the invalid provision or part.
To this extent, the provisions and parts thereof of this Release are declared to be severable. Any waiver of any provision of this
Release shall not constitute a waiver of any other provision of this Release unless expressly so indicated otherwise. The language
of all parts of this Release shall in all cases be construed according to its fair meaning and not strictly for or against either
of the parties.


 


8. Governing Law.
Any claims arising out of this Release (or any other claims arising out of the relationship between the parties) shall be governed
by and construed in accordance with the laws of the State of New York and shall in all respects be interpreted, enforced and governed
under the internal and domestic laws of New York, without giving effect to the principles of conflicts of laws of such state. Any
claims or legal actions by one party against the other shall be commenced and maintained in a court of competent jurisdiction in
New York County, New York, and the parties hereby submit to the jurisdiction and venue of any such court.


 


9. Counterparts.
This Agreement may be executed in two or more counterparts (including facsimiles), each of which will be deemed an original, but
all of which taken together will constitute one and the same instrument.


 


10. No Admission.
This Agreement shall not be construed as an admission by you or the Company of any wrongful act, unlawful discrimination, or breach
of contract.


 


IN WITNESS WHEREOF, the undersigned parties
have executed this Release as of the date first written above.


 


EFACTOR GROUP CORP.


 


	By:	 	 
	Name:	Marion Freijsen	 
	Title:	Co-Founder & COO	 
	 	 	 
	EMPLOYEE:	 
	 	 	 
	 	 
	Mark V. Stanich	 


 








    	17