Olb Group, Inc. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 3rd, 2021 • Olb Group, Inc. • Services-business services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 2, 2021, between The OLB Group, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 3rd, 2021 • Olb Group, Inc. • Services-business services, nec
PRE-FUNDED COMMON STOCK PURCHASE WARRANT THE olb gROUP, INC.
Olb Group, Inc. • November 3rd, 2021 • Services-business services, nec

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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 hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from The OLB Group, Inc., a Delaware 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).

THE OLB GROUP, INC., as ISSUER and [ ], as INDENTURE TRUSTEE INDENTURE Dated as of [ ]
Indenture • April 9th, 2021 • Olb Group, Inc. • Services-business services, nec • New York

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.

UNDERWRITING AGREEMENT
Underwriting Agreement • August 12th, 2020 • Olb Group, Inc. • Services-business services, nec • New York

The undersigned, The OLB Group, Inc., a corporation formed under the laws of the State of Delaware (collectively, with its Subsidiaries, the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named on Schedule A hereto for which Aegis Capital Corp. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein. The offering and sale of the Securities contemplated by this Agreement is referred to herein as (the “Offering”).

The OLB Group, Inc. Up to $15,000,000 Shares of Common Stock EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • February 23rd, 2024 • Olb Group, Inc. • Services-business services, nec • New York

The OLB Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell through Maxim Group LLC, as sales agent (the “Agent”), shares (the “Shares”) of its common stock, par value $0.0001 per share (“Common Stock”), having an aggregate offering price of up to $15,000,000 on terms set forth in this Equity Distribution Agreement (this “Agreement”). The Shares consist entirely of authorized but unissued shares of Common Stock to be issued and sold by the Company.

SERIES A WARRANT AGENT AGREEMENT
Series a Warrant Agent Agreement • August 12th, 2020 • Olb Group, Inc. • Services-business services, nec • New York
SERIES B WARRANT AGENT AGREEMENT
Series B Warrant Agent Agreement • August 12th, 2020 • Olb Group, Inc. • Services-business services, nec • New York
FIRST AMENDED AND RESTATED DEBT CONVERSION AGREEMENT
Debt Conversion Agreement • July 27th, 2020 • Olb Group, Inc. • Services-business services, nec • Delaware

This First Amended and Restated Debt Conversion Agreement (this “Agreement”) to the Original Debt Conversion Agreement (as defined below) is made and entered into as of July 24, 2020 (the “Effective Date”) by and between The OLB Group, Inc. (the “Company” or the “Borrower”) and John Herzog (the “Lender,” and together with the Company, the “Parties” and each, a “Party”).

Wilds Industrial Center (Multi-Tenant Facility)
Wilds Industrial Center • January 13th, 2022 • Olb Group, Inc. • Services-business services, nec • Pennsylvania
EMPLOYMENT AGREEMENT
Employment Agreement • January 13th, 2022 • Olb Group, Inc. • Services-business services, nec • New York

WHEREAS, the Company is engaged in the business of Omnicommerce, Credit card processing, Mobile Commerce and in the FinTech space as well as software for Crowd Funding and Cryptocurrency mining (the “Business”);

DEBT CONVERSION AGREEMENT
Debt Conversion Agreement • May 21st, 2020 • Olb Group, Inc. • Services-business services, nec • Delaware

THIS DEBT CONVERSION AGREEMENT (“Agreement”), dated as of May 13, 2020 (the “Effective Date”), is made and entered into by between The OLB Group, Inc. (the “Company” or the “Borrower”) and Mr. Ronny Yakov (the “Lender”).

Amendment NO. 2 to SUBORDINATED PROMISSORY NOTE
Subordinated Promissory Note • June 26th, 2019 • Olb Group, Inc. • Services-business services, nec • New York

This AMENDMENT NO. 2 TO SUBORDINATED PROMISSORY NOTE (this “Amendment”) is dated as of June 25, 2019 (the “Effective Date”), and is by and between The OLB Group, Inc., a Delaware Corporation (the “Maker”), and John Herzog, an individual residing in the State of Connecticut (the “Payee”). Capitalized terms used herein and not otherwise defined in this Amendment shall have the meanings set forth in that certain Subordinated Promissory Note issued by the Maker to the Payee on July 26, 2018, as amended by Amendment No. 1 to Subordinated Promissory Note dated as of November 14, 2018 (the “Note”).

Cai Energy Blockchain Inc. New York, NY 10018 Phone: (212) 401-9973 Attention: Yifei “Bessie” Cai
Olb Group, Inc. • August 3rd, 2021 • Services-business services, nec
SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • May 15th, 2018 • Olb Group, Inc. • Services-personal services • New York

This Share Exchange Agreement (“Agreement”) between The OLB Group, Inc., a Delaware corporation (“OLB”), and the persons listed in Exhibit A hereof (collectively the “Shareholders”), being the owners of record of all of the issued and outstanding stock of Crowdpay.US, Inc., a New York corporation (“CROWDPAY”), is entered into as of May 9, 2018.

LEASE BETWEEN: PERGAMENT LODI, LLC a New Jersey limited liability company AS LANDLORD - and - EVANCE, INC., a Delaware corporation AS TENANT
Lease • July 2nd, 2020 • Olb Group, Inc. • Services-business services, nec • District of Columbia

Leased Premises: Space shown as Schedule “B-1” attached hereto (the “Leased Premises”) which is located on the 1st floor of that certain building (the “Building”) known as Suite 400 with an address of 960 Northpoint Parkway, Alpharetta, Georgia 30005 (the Leased Premises, the Building, together with the lands described in Schedule “A” attached hereto and present and future improvements, additions and changes thereto being herein called the “Property”).

EMPLOYMENT AGREEMENT
Employment Agreement • January 13th, 2022 • Olb Group, Inc. • Services-business services, nec • New York

This Employment Agreement (the “Agreement”) is made and entered into as of January 2, 2022 (the “Effective Date”), by and between Patrick Smith, an individual residing at 6315 Philmore Drive, Cumming, GA 30040. (the “Executive”) and The OLB Group, a Delaware corporation with its principal place of business at 200 Park Avenue, Suite 1700, New York, NY 10166 (the “Company”).

AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 3rd, 2018 • Olb Group, Inc. • Services-personal services • New York

AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT, dated as of July 30, 2018 (this “Amendment No. 1”), is by and among SECURUS 365, INC., a Delaware corporation, EVANCE, INC., a Delaware corporation, EVANCE CAPITAL, INC., a Delaware corporation, OMNISOFT, INC., a Delaware corporation and CROWDPAY.US, INC., a New York corporation, as borrowers (each a “Borrower” and collectively, “Borrowers”), THE OLB GROUP, INC., a Delaware corporation, as parent guarantor (“Parent Guarantor”), the financial institutions or other entities from time to time party hereto, each as a Lender and GACP FINANCE CO., LLC as agent for the Lenders (in such capacity, the “Agent”).

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • May 15th, 2018 • Olb Group, Inc. • Services-personal services • New York

This Share Exchange Agreement (“Agreement”) between The OLB Group, Inc., a Delaware corporation (“OLB”), and the persons listed in Exhibit A hereof (collectively the “Shareholders”), being the owners of record of all of the issued and outstanding stock of OMNISOFT, Inc., a Delaware corporation (“OMNISOFT”), is entered into as of May 9, 2018.

Contract
Warrant • April 13th, 2018 • Olb Group, Inc. • Services-personal services • Delaware

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN SECURITIES LAW, AND, IF THE COMPANY REQUESTS, AN OPINION REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.

MeMORANDUM OF SALE Dated as of april 9, 2018 by and among GACP Finance co., llc, AS SECURED PARTY, and eVance, Inc., eVance Capital, Inc., and Securus365, Inc., as PURCHASERs
Memorandum of Sale • April 13th, 2018 • Olb Group, Inc. • Services-personal services • New York

This MEMORANDUM OF SALE (this “Agreement”), is entered into as of April 9, 2018, by and among GACP Finance Co., LLC (acting solely in its capacity as administrative agent and collateral agent to the Lenders (as defined below), the “Secured Party”), and eVance, Inc., a Delaware corporation (“eVance”), eVance Capital, Inc., a Delaware corporation (“eVance Capital”), and Securus365, Inc., a Delaware corporation (“Securus”, and collectively with eVance and eVance Capital, “Purchasers”, and each, a “Purchaser”). The Secured Party and Purchasers each are referred to herein, individually, as a “Party” and, collectively, as the “Parties.” Capitalized terms used herein shall have the respective meanings given to such terms in Article X or elsewhere herein.

COMMON STOCK PURCHASE WARRANT THE olb gROUP, INC.
Olb Group, Inc. • November 3rd, 2021 • Services-business services, nec

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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 November __, 2021 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth anniversary of the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from The OLB Group, Inc., a Delaware 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).

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EXCLUSIVE AGREEMENT
Exclusive Agreement • August 3rd, 2021 • Olb Group, Inc. • Services-business services, nec • New York

THIS EXCLUSIVE AGREEMENT (“Agreement”) is by and between The OLB Group, Inc., a Delaware corporation (the “Company”), and Cai Energy Blockchain Inc. (“CAI”), and is effective as of July 28, 2021 (the “Effective Date”).

MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • June 20th, 2023 • Olb Group, Inc. • Services-business services, nec • New York

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”) is entered into on June 15, 2023 (the “Effective Date”) is by and between SDI Black 011, LLC, a New York limited liability company located at 1091 Yonkers Avenue, Yonkers, New York 10704 (“Seller”) and The OLB Group, Inc., a Delaware corporation with its corporate offices at 1120 Avenue of the Americas, 4th Floor, New York, New York 10036 (“Buyer”).

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • January 5th, 2022 • Olb Group, Inc. • Services-business services, nec • New York

This Share Exchange Agreement (“Agreement”) between The OLB Group, Inc., a Delaware corporation (“OLB”), and the persons listed in Exhibit A hereof (collectively the “Shareholders”), being the owners of record of all of the issued and outstanding stock of CROWD IGNITION, Inc., a New York corporation (“CROWD IGNITION”), is entered into as of January 3, 2022.

AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 12th, 2019 • Olb Group, Inc. • Services-business services, nec • New York

AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT, dated as of February 5th, 2019 (this “Amendment No. 3”), is by and among SECURUS 365, INC., a Delaware corporation, EVANCE, INC., a Delaware corporation, EVANCE CAPITAL, INC., a Delaware corporation, OMNISOFT, INC., a Delaware corporation and CROWDPAY.US, INC., a New York corporation, as borrowers (each a “Borrower” and collectively, “Borrowers”), THE OLB GROUP, INC., a Delaware corporation, as parent guarantor (“Parent Guarantor”), the financial institutions or other entities from time to time party hereto, each as a Lender and GACP FINANCE CO., LLC as agent for the Lenders (in such capacity, the “Agent”).

AGREEMENT REGARDING ADDITIONAL WARRANTS
Agreement Regarding Additional Warrants • April 13th, 2018 • Olb Group, Inc. • Services-personal services • New York

This Agreement Regarding Additional Warrants (this “Agreement”) is entered into as of April 9, 2018 by and between GACP Finance Co., LLC, a Delaware limited liability company (“GACP”), and The OLB Group, Inc., a Delaware corporation (the “Company”).

AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • October 23rd, 2020 • Olb Group, Inc. • Services-business services, nec • New York

AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT, dated as of October 23, 2020 (this “Amendment No. 5”), is by and among SECURUS 365, INC., a Delaware corporation, EVANCE, INC., a Delaware corporation, EVANCE CAPITAL, INC., a Delaware corporation, OMNISOFT, INC., a Delaware corporation and CROWDPAY.US, INC., a New York corporation, as borrowers (each a “Borrower” and collectively, “Borrowers”), THE OLB GROUP, INC., a Delaware corporation, as parent guarantor (“Parent Guarantor”), the financial institutions or other entities from time to time party hereto, each as a Lender and GACP FINANCE CO., LLC as agent for the Lenders (in such capacity, the “Agent”).

LOAN AND SECURITY AGREEMENT Dated as of April 9, 2018 Among GACP Finance Co., LLC, as Agent, The Lenders From Time to Time Party Hereto, as Lenders, THE OLB GROUP, INC., as Parent Guarantor and Securus365, inc., evance capital, inc., evance, Inc.,...
Loan and Security Agreement • April 13th, 2018 • Olb Group, Inc. • Services-personal services • New York

This Loan and Security Agreement (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of April 9, 2018 among (1) GACP Finance Co., LLC, as administrative agent and collateral agent for the Lenders (in such capacity, together with its successors and assigns, if any, in such capacity, “Agent”), (2) the lenders from time to time party hereto (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”) (3) Securus365, Inc., a Delaware corporation, eVance, Inc., a Delaware corporation, eVance Capital, Inc., a Delaware corporation, OMNISOFT, Inc., a Delaware corporation and Crowdpay.us, Inc., a New York corporation, as borrowers (each a “Borrower” and collectively, “Borrowers”), and (4) The OLB Group, Inc., a Delaware corporation, as parent guarantor (“Parent Guarantor”). The Schedules and Exhibits to this Agreement are an integral part of this

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 30th, 2021 • Olb Group, Inc. • Services-business services, nec • New York

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of November 24, 2021 (the “Effective Date” and the “Closing Date”), by and between The OLB Group, Inc., a Delaware corporation, (the “Purchaser”) and FFS Data Corporation, a Texas corporation (“Seller”). Exhibit A of this Agreement contains defined terms.

Amendment to SUBORDINATED PROMISSORY NOTE
Subordinated Promissory Note • March 12th, 2019 • Olb Group, Inc. • Services-business services, nec • New York

This AMENDMENT NO. 1 TO SUBORDINATED PROMISSORY NOTE (this “Amendment”) is dated as of November 14, 2018 (the “Effective Date”), and is by and between The OLB Group, Inc., a Delaware Corporation (the “Maker”), and John Herzog, an individual residing in the State of Connecticut (the “Payee”). Capitalized terms used herein and not otherwise defined in this Amendment shall have the meanings set forth in that certain Subordinated Promissory Note issued by the Maker to the Payee on July 26, 2018 (the “Note”).

EMPLOYMENT AGREEMENT
Employment Agreement • June 26th, 2019 • Olb Group, Inc. • Services-business services, nec • New York

This Employment Agreement (the “Agreement”) is made and entered into as of April 10, 2018 (the “Effective Date”), by and between Patrick Smith, an individual residing at 6830 Little Fox Trail, Cumming, GA 30040. (the “Executive”) and The OLB Group, a Delaware corporation with its principal place of business at 200 Park Avenue, Suite 1700, New York, NY 10166 (the “Company”).

AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 29th, 2020 • Olb Group, Inc. • Services-business services, nec • New York

AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT, dated as of April 24, 2020 (this “Amendment No. 4”), is by and among SECURUS 365, INC., a Delaware corporation, EVANCE, INC., a Delaware corporation, EVANCE CAPITAL, INC., a Delaware corporation, OMNISOFT, INC., a Delaware corporation and CROWDPAY.US, INC., a New York corporation, as borrowers (each a “Borrower” and collectively, “Borrowers”), THE OLB GROUP, INC., a Delaware corporation, as parent guarantor (“Parent Guarantor”), the financial institutions or other entities from time to time party hereto, each as a Lender and GACP FINANCE CO., LLC as agent for the Lenders (in such capacity, the “Agent”).

SURRENDER AND RELEASE AGREEMENT
Surrender and Release Agreement • March 30th, 2023 • Olb Group, Inc. • Services-business services, nec

THIS SURRENDER AND RELEASE AGREEMENT (this “Agreement”) dated as of March 29, 2023 (the “Effective Date”) is made by and between THE BRADFORD REGIONAL AIRPORT AUTHORITY, having an office at 212 Airport Drive, Lewis Run, PA (hereinafter referred to as "Owner") and DMINT, INC., having its principal office at 1120 Avenue of the Americas, 4th Floor, New York, NY (hereinafter referred to as "Tenant").

ASSET PURCHASE AGREEMENT BY
Asset Purchase Agreement • June 23rd, 2010 • Olb Group, Inc. • Services-prepackaged software • New York

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), made and entered into as of the 17th day of June, 2010, by The OLB Group, Inc., a Delaware corporation with offices at 1120 Avenue of the Americas, New York, NY 10036-6700 (“Buyer”), and Retailer Networks Inc., a New York corporation with offices at 150 West 25th Street, Suite #1203 New York, NY 10001(“Seller”)

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