Efactor Group Corp. Sample Contracts

Efactor Group Corp. – STOCK PLEDGE AND SECURITY AGREEMENT (April 12th, 2016)

THIS STOCK PLEDGE AND SECURITY AGREEMENT (“Agreement”) is made as of April 1, 2016, by and between EFACTOR GROUP CORP., a Nevada corporation, with headquarters located at 1177 Avenue of the Americas, Suite 5060, New York, New York 10036, (the “Pledgor”), and MAGNA EQUITIES II, LLC, a New York corporation, (“Magna”) and INCREASIVE VENTURES B.V., a Netherlands limited company (“IV” and together with “Magna” collectively, the “Purchasers” and individually, each the “Purchaser”).

Efactor Group Corp. – SECURITIES PURCHASE AGREEMENT (April 12th, 2016)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), is made as of April 1, 2016, by and between EFACTOR GROUP CORP., a Nevada corporation, with its principal offices located at 340 West 42nd Street Suite 880 New York, NY 10108 (the “Company”), MAGNA EQUITIES II, LLC, a New York corporation, with its address at 40 Wall Street, New York, New York 10005 (“Magna”) and Increasive Ventures B.V. with its principal address at Stevensweg 2, 2141 VL Vijfhuizen, The Netherlands (“IV”, each a “Buyer” and together with Magna, collectively, the “Buyers”).

Efactor Group Corp. – SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (April 12th, 2016)

This Note is free from all Liens with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and/or any other person/entity and will not impose personal liability upon the holder thereof. This Note shall rank pari passu with all other Notes issued pursuant to the Purchase Agreement.

Efactor Group Corp. – FORBEARANCE AGREEMENT (April 12th, 2016)

THIS FORBEARANCE AGREEMENT (this “Agreement”), is made as of April 1, 2016, by and between EFACTOR GROUP CORP., a Nevada corporation, with its principal offices located at 340 West 42nd Street, Suite 880, New York, NY 10108 (the “Company”), MAGNA EQUITIES II, LLC, a New York corporation, with its address at 40 Wall Street, New York, New York 10005 (“Magna”) and Increasive Ventures B.V. with its principal address at Stevensweg 2, 2141 VL Vijfhuizen, The Netherlands (“IV”, each a “Lender” and together with Magna, collectively, the “Lenders”).

Efactor Group Corp. – SECURITY AGREEMENT (April 12th, 2016)

This SECURITY AGREEMENT, is made as of April 1, 2016 (this “Agreement”), by and among EFACTOR GROUP CORP., a Nevada corporation (“Efactor”), and each of the subsidiaries of Efactor (the “Subsidiaries” and together with Efactor, collectively, the “Grantor”), in favor of each of MAGNA EQUITIES II, LLC (“Magna”) and INCREASIVE VENTURES B.V., a Netherlands limited company (“Increasive” and together with Magna, each a “Secured Party” and collectively, the “Secured Parties”).

Efactor Group Corp. – WARRANT AGREEMENT (September 4th, 2015)

THIS WARRANT AGREEMENT (this “Agreement”), dated as of September ___, 2015, is by and between EFactor Group Corp., a Nevada corporation (the “Company”), and Pacific Stock Transfer Company, a Nevada company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

Efactor Group Corp. – ELLENOFF GROSSMAN & SCHOLE LLP ATTORNEYS AT LAW 1345 AVENUE OF THE AMERICAS, 11th FLOOR NEW YORK, NEW YORK 10105 TELEPHONE: (212) 370-1300 FACSIMILE: (212) 370-7889 (September 4th, 2015)

Reference is made to the Registration Statement on Form S-1 (File No. 333- 204885), as amended (the “Registration Statement”), filed by EFactor Group Corp. (the “Company”), a Nevada corporation, under the Securities Act of 1933, as amended (the “Securities Act”). References to “Common Stock” are to shares of the common stock of the Company, par value $0.001 per share. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Registration Statement.

Efactor Group Corp. – CODE OF ETHICS OF EFACTOR GROUP CORP. (September 4th, 2015)
Efactor Group Corp. – EFACTOR GROUP CORP. UNDERWRITING AGREEMENT (September 4th, 2015)

EFactor Group Corp., a Nevada corporation (the “Company”), confirms its agreement, subject to the terms and conditions set forth herein, with each of the underwriters listed on Schedule A hereto (collectively, the “Underwriters”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), to sell and issue to the Underwriters an aggregate of _______ shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”), together with warrants to purchase an aggregate of _______ shares of Common Stock at an exercise price equal to $____ per share (each, a “Warrant” and, collectively, the “Warrants”). Each Share shall be accompanied by a Warrant to purchase one additional share of Common Stock.

Efactor Group Corp. – EFACTOR GROUP CORP. COMMON STOCK PURCHASE WARRANT (September 4th, 2015)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Maxim Partners LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is 180 days after the effective date of the Registration Statement (the “Initial Exercise Date”) and on or before the close of business on the five (5) year anniversary of the effective date of the Registration Statement (the “Termination Date”) but not thereafter, to subscribe for and purchase from EFactor Group Corp., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Efactor Group Corp. – Warrant Shares: 1,500,000 Initial Exercise Date: July 31, 2015 (September 4th, 2015)

THIS WARRANT (the “Warrant”) certifies that, for value received, Increase Ventures BV or their assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5th anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from EFactor Group Corp., a Nevada corporation (the “Company”), up to 1,500,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Efactor Group Corp. – HT Skills, Ltd (August 27th, 2015)
Efactor Group Corp. – HT Skills, Ltd (August 27th, 2015)

We have audited the accompanying financial statements of HT SKILLS LTD (a United Kingdom company), which comprise the balance sheets as of December 31, 2013 and 2012, and the related statements of operations and cash flows for the years then ended, and the related notes to the financial statements.

Efactor Group Corp. – UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (August 27th, 2015)

On July 1, 2014, EFactor Group Corp. (the “Company”) entered into an Exchange Agreement (the “HT Agreement”) by and among the Company, HT Skills Ltd., an entity organized under the laws of England and Wales (“HT Skills”), and Five5Five PTE Ltd., the sole shareholder of HT Skills (the “HT Seller”). On the same date, the parties consummated the transaction, pursuant to which the HT Seller sold, and the Company purchased, all of HT Skills’ outstanding capital stock (the “HT Transaction”), in exchange for 221,985 unregistered shares of the Company’s common stock. In connection with the HT Transaction, the Company agreed to loan HT Skills $150,000 at ten percent interest per annum for working capital purposes. The HT Transaction and the HT Agreement were approved by the Company’s board of directors and the board of directors and the sole shareholder of HT Skills. The HT Agreement contains customary representations, warranties, and covenants by each of the parties.

Efactor Group Corp. – AMENDMENT TO THE CONVERTIBLE PROMISSORY NOTE (August 26th, 2015)

This AMENDMENT TO THE CONVERTIBLE PROMISSORY NOTE (the “Amendment”), dated as of ____, 2015, is made by and between EFACTOR GROUP CORP., a Nevada corporation (the “Borrower”), and MAGNA EQUITIES II, LLC, a New York limited liability company (the “Holder”).

Efactor Group Corp. – NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE 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 (August 26th, 2015)

THIS WARRANT (the “Warrant”) certifies that, for value received, Magna Equities I, LLC or their assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5th anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Efactor Group Corp., a Nevada corporation (the “Company”), up to 150,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Efactor Group Corp. – Contract (August 26th, 2015)

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE, SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THE BORROWER, IS AVAILABLE.

Efactor Group Corp. – AMENDMENT TO THE CONVERTIBLE PROMISSORY NOTE (August 26th, 2015)

This AMENDMENT TO THE CONVERTIBLE PROMISSORY NOTE (the “Amendment”), dated as of ____, 2015, is made by and between EFACTOR GROUP CORP., a Nevada corporation (the “Borrower”), and MAGNA EQUITIES I, LLC, a New York limited liability company (the “Holder”).

Efactor Group Corp. – AMENDMENT TO THE BYLAWS OF EFACTOR GROUP CORP. (a Nevada corporation) August 7, 2015 (August 11th, 2015)
Efactor Group Corp. – UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (July 17th, 2015)

On July 7, 2014, EFactor Group Corp. (the “Company”) entered into an Exchange Agreement (the “Agreement”) by and among the Company, GroupCard BV, an entity organized under the laws of the Netherlands (“GroupCard”), and the shareholders of GroupCard (the “Sellers”). On the same date, the parties consummated the transaction, pursuant to which the Sellers sold, and the Company purchased, all of GroupCard’s outstanding capital stock (the “Transaction”), in exchange for 2,812,500 unregistered shares of the Company’s common stock (“Common Stock”). In connection with the Transaction, the Company agreed to loan GroupCard, within 120 days of the closing of the Transaction, $400,000 at six percent interest per annum for working capital purposes. In addition, the Company agreed to pay the Sellers four semi-annual earn-out payments of shares of Common Stock (“Earn-Out Shares”), commencing on January 1, 2015. In the event 20,000 or more members are added by GroupCard during a semi-annual period (ea

Efactor Group Corp. – GroupCard BV (July 17th, 2015)
Efactor Group Corp. – GroupCard BV (July 17th, 2015)

We have audited the accompanying financial statements of GroupCard BV (a Netherlands company), which comprise the balance sheets as of December 31, 2013 and 2012, and the related statements of operations and cash flows for the years then ended, and the related notes to the financial statements.

Efactor Group Corp. – Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) (July 16th, 2015)
Efactor Group Corp. – UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (July 7th, 2015)

On July 1, 2014, EFactor Group Corp. (the “Company”) entered into an Exchange Agreement (the “Agreement”) by and among the Company, Member Digital Ltd., an entity organized under laws of the England and Wales (“Member Digital”), and the shareholders of Member Digital (the “Sellers”). On the same date, the parties consummated the transaction, pursuant to which the Sellers sold, and the Company purchased, all of Member Digital’s outstanding capital stock (the “Transaction”), in exchange for 1,250,000 unregistered shares of the Company’s common stock (“Common Stock”).

Efactor Group Corp. – Member Digital Ltd (July 7th, 2015)

Common stock (Share capital, authorized 1,000 shares at 1.00 British Pounds, issued and outstanding 375 and 316 shares on June 30, 2014 and December 31, 2013, respectively) 642 523

Efactor Group Corp. – AGREEMENT AND PLAN OF MERGER (April 16th, 2015)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made and entered into as of April 15, 2015, by and among (i) EFactor Group Corp., a Nevada corporation (“Buyer”), (ii) EFactor Merger Sub Inc., a New York corporation and a wholly-owned Subsidiary of Buyer (“Merger Sub” and, together with Buyer, the “Buyer Parties”), (iii) RocketHub Inc., a New York corporation (the “Company”), (iv) each of the stockholders of the Company named on Exhibit A hereto (together, “Sellers” and together with the Company, the “Seller Parties”) and (v) Eric Schneider in the capacity as the Seller Representative in accordance with the terms hereof (the “Seller Representative”).

Efactor Group Corp. – SECURITIES EXCHANGE AGREEMENT (March 3rd, 2015)

This SECURITIES EXCHANGE AGREEMENT (the “Agreement”), dated as of [___], 2015, by and between EFACTOR GROUP CORP., a NEVADA corporation, with headquarters located at 425 2nd Street, Suite 100, SAN FRANCISCO, CA 94107 (the “Company”), and MAGNA EQUITIES I, LLC, a New York corporation, with its address at 5 Hanover Square, New York, New York 10004 (the “Buyer”).

Efactor Group Corp. – CONVERTIBLE PROMISSORY NOTE (March 3rd, 2015)

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

Efactor Group Corp. – SECUTRITIES PURCHASE AGREEMENT (March 3rd, 2015)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February [______], 2015, by and between EFACTOR GROUP CORP., a NEVADA corporation, with headquarters located at 425 2nd Street, Suite 100, SAN FRANCISCO, CA 94107 (the “Company”), and MAGNA EQUITIES II, LLC, a New York corporation, with its address at 5 Hanover Square, New York, New York 10004 (the “Buyer”).

Efactor Group Corp. – CONVERTIBLE PROMISSORY NOTE (March 3rd, 2015)

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

Efactor Group Corp. – Contract (December 23rd, 2014)

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.

Efactor Group Corp. – UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (December 3rd, 2014)

On October 1, 2014, EFactor Group Corp. (the “Company”) entered into an Exchange Agreement (the “Agreement”) by and among the Company, ELEQT Ltd., an entity organized under the laws of England and Wales (“ELEQT”), and the shareholders of ELEQT (the “Sellers”). On the same date, the parties consummated the transaction, pursuant to which the Sellers sold, and the Company purchased, all of ELEQT’s outstanding capital stock (the “Transaction”), in exchange for 31,000,000 unregistered shares of the Company’s common stock (“Common Stock”).

Efactor Group Corp. – ELEQT Ltd (December 3rd, 2014)
Efactor Group Corp. – ELEQT LTD. United Kingdom Consolidated financial statements For the period November 29, 2011 until December 31, 2012 (December 3rd, 2014)

On January 27, 2012 the Company acquired Elysiants NV and Qubers Limited by means of transfer of the entire issued share capital of Elysiants NV by the shareholders of Elysiants NV and transfer of the entire issued share capital of Qubers limited by Quintessentially Publishing Limited.

Efactor Group Corp. – EXCHANGE AGREEMENT (November 19th, 2014)

This Exchange Agreement (the “Agreement”) is made and entered into effective this 15th day of November, 2014 by and among Robson Dowry Associates Ltd., Shareholders, (“RDA Shareholders”) and Robson Dowry Associates Ltd., and its related subsidiaries, an entity under the laws of England and Wales (“RDA”); and EFactor Group Corp., a Nevada corporation (“EFactor”), on the other hand.