Item 1.01 Entry into a Material Definitive
Agreement
Reference is made to
that certain Current Report on Form 8-K filed by The OLB Group, Inc. (the “
Company
”) on April 13, 2018 (the
“
April 8-K
”) disclosing the purchase by the Company’s subsidiaries, Securus365, Inc., a Delaware corporation
(“Securus”), eVance Capital, Inc., a Delaware corporation (“eVance Capital”), and eVance Inc., a Delaware
corporation (“eVance”), of substantially all of the assets of Excel Corporation and its subsidiaries, Payprotec Oregon,
LLC, Excel Business Solutions, Inc. and eVance Processing, Inc. (collectively, “
Excel
”) through a foreclosure
sale conducted by GACP Finance Co., LLC, as the administrative agent and collateral agent to certain secured lenders of Excel.
As disclosed in the April 8-K, in order to finance the Company’s acquisition of the assets, GACP Finance Co., LLC, as administrative
agent and collateral agent, and as the initial sole lender thereunder, provided a term loan of $12,500,000 (the “
Term
Loan
”) to Securus, eVance Capital and eVance, for which obligations Omnisoft, Inc., a Delaware corporation (“
Omnisoft
”),
and CrowdPay.us, Inc., a New York corporation (“
CrowdPay
”), also agreed to become liable for as borrowers thereunder,
each of Omnisoft and CrowdPay being affiliates of the Company’s majority stockholder. Among the various conditions of the
Term Loan, the Company agreed that within thirty (30) days after the closing of the Term Loan, Omnisoft and CrowdPay would each
become wholly-owned subsidiaries of the Company.
In accordance with the
requirements of the Term Loan, on May 9, 2018, the Company entered into separate share exchange agreements with the shareholders
of Omnisoft (the “
Omnisoft Share Exchange Agreement
”) and CrowdPay (the “
CrowdPay Share Exchange Agreement
”
and together with the Omnisoft Share Exchange Agreement, the “
Share Exchange Agreements
”). Pursuant to the terms
of the Omnisoft Share Exchange Agreement, the shareholders of Omnisoft transferred to the Company all of the issued and outstanding
shares of Omnisoft common stock in exchange for an aggregate of 55,000,000 shares of the Company’s common stock. Pursuant
to the terms of the Crowdpay Share Exchange Agreement, the shareholders of CrowdPay transferred to the Company all of the issued
and outstanding shares of CrowdPay common stock in exchange for an aggregate of 87,500,000 shares of the Company’s common
stock. The transactions contemplated by the Share Exchange Agreements closed on May 9, 2018. The Company’s board of directors
determined the appropriate valuation of each of the Company’s common stock and the common stock of Omnisoft and Crowdpay
in reliance upon, among other matters, the third party independent valuation report prepared by Corporate Valuation Advisors, Inc.,
a copy of which is attached hereto as Exhibit 99.1.
The Company is currently
assessing whether the acquisition of Omnisoft and CrowdPay constitutes the acquisition of a “significant amount of assets”
as such is defined under Item 2.01 of Form 8-K. In the event that the acquisition constitutes a “significant amount of assets”
the Company will file an amendment to this Current Report to include the financial statements of Omnisoft and CrowdPay in accordance
with Item 9.01 of Form 8-K.
The foregoing descriptions
of the Share Exchange Agreements do not purport to be complete and are qualified in their entirety by reference to complete text
of the Share Exchange Agreements, copies of which are filed hereto as Exhibits 10.1 and 10.2.