Paul Hastings Sample Contracts

Article I Definitions (July 10th, 2018)

This ASSET PURCHASE AGREEMENT, dated as of July 10, 2018 (this "Agreement"), is by and between The Bancorp Bank, a Delaware chartered commercial bank ("Seller"), and Millennium Trust Company, LLC, an Illinois limited liability company ("Buyer").

Focus Financial Partners Inc. – Amendment No. 4 to First Lien Credit Agreement (June 29th, 2018)

WHEREAS, pursuant to the Securities Purchase Agreement, dated as of April 12, 2017 (the Acquisition Agreement), by and among the Borrower, the Investor and the equityholders representative named therein, the Investor and the other Initial Investors will directly or indirectly acquire certain newly issued and existing units of the Borrower as described in the Acquisition Agreement;

Linn Energy – Second Amendment to Credit Agreement (June 28th, 2018)

THIS CREDIT AGREEMENT dated as of August 4, 2017, is among Linn Energy Holdco II LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (the Borrower); Linn Energy Holdco LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (Parent); Holdings (as defined below); MidCo (as defined below); each of the Lenders from time to time party hereto; Royal Bank of Canada (in its individual capacity, RBC), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the Administrative Agent); Citibank, N.A., as syndication agent for the Lenders (the Syndication Agent) and Barclays Bank PLC, JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc. and PNC Bank National Association, as co-documentation agents for the Lenders (collectively, the Documentation Agents).

Riviera Resources, LLC – Second Amendment to Credit Agreement (June 27th, 2018)

THIS CREDIT AGREEMENT dated as of August 4, 2017, is among Linn Energy Holdco II LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (the Borrower); Linn Energy Holdco LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (Parent); Holdings (as defined below); MidCo (as defined below); each of the Lenders from time to time party hereto; Royal Bank of Canada (in its individual capacity, RBC), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the Administrative Agent); Citibank, N.A., as syndication agent for the Lenders (the Syndication Agent) and Barclays Bank PLC, JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc. and PNC Bank National Association, as co-documentation agents for the Lenders (collectively, the Documentation Agents).

Riviera Resources, LLC – First Amendment to Credit Agreement (June 27th, 2018)

This FIRST AMENDMENT TO CREDIT AGREEMENT (this Amendment) dated as of September 29, 2017, is among LINN ENERGY HOLDCO II LLC, a Delaware limited liability company (the Borrower); LINN ENERGY HOLDCO LLC, a Delaware limited liability company (the Parent); LINN ENERGY, INC., a Delaware corporation (Holdings); each of the undersigned guarantors (the Guarantors, and together with the Borrower, the Parent and Holdings, the Obligors); ROYAL BANK OF CANADA, as administrative agent for the Lenders (in such capacity, the Administrative Agent) and as the Issuing Bank; and the Lenders signatory hereto.

Riviera Resources, LLC – Credit Agreement Dated as of August 4, 2017, Among Linn Energy Holdco Ii Llc, as Borrower, Linn Energy Holdco Llc, as Parent, Linn Energy, Inc., as Holdings Royal Bank of Canada, as Administrative Agent, Citibank, N.A., as Syndication Agent, Barclays Bank Plc Jpmorgan Chase Bank, N.A. Morgan Stanley Senior Funding, Inc., and Pnc Bank National Association, as Co-Documentation Agents and the Lenders Party Hereto From Time to Time Joint Lead Arrangers and Joint Book Runners Rbc Capital Markets Citigroup Global Markets, Inc. (June 27th, 2018)

THIS CREDIT AGREEMENT dated as of August 4, 2017, is among Linn Energy Holdco II LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (the Borrower); Linn Energy Holdco LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (Parent); Linn Energy, Inc., a corporation duly formed and existing under the laws of the State of Delaware (Holdings); each of the Lenders from time to time party hereto; Royal Bank of Canada (in its individual capacity, RBC), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the Administrative Agent); Citibank, N.A., as syndication agent for the Lenders (the Syndication Agent) and Barclays Bank PLC, JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc. and PNC Bank National Association, as co-documentation agents for the Lenders (collectively, the Documentation Agents).

STOCK PURCHASE AGREEMENT by and Among AMAG PHARMACEUTICALS, INC. CBR ACQUISITION HOLDINGS CORP. And GI CHILL ACQUISITION LLC June 14, 2018 (June 15th, 2018)

THIS STOCK PURCHASE AGREEMENT (this Agreement), dated as of June 14, 2018, is made by and among CBR Acquisition Holdings Corp., a Delaware corporation (the Company), GI Chill Acquisition LLC, a Delaware limited liability company (the Purchaser), and AMAG Pharmaceuticals, Inc., a Delaware corporation (the Seller). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XII.

Sorrento Therapeutics, Inc. – Sorrento Therapeutics, Inc. Registration Rights Agreement (June 14th, 2018)

This Registration Rights Agreement (this "Agreement") is made as of June 13, 2018, by and among Sorrento Therapeutics, Inc., a Delaware corporation (the "Company"), and the purchasers identified on Schedule A hereto (each, a "Purchaser" and collectively, the "Purchasers") and such other Persons, if any, from time to time, that become a party hereto as holders of Registrable Securities (as defined below). Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in that certain Securities Purchase Agreement dated as of March 26, 2018 by and among the Company and the Purchasers (as may be amended or restated from time to time, the "Purchase Agreement").

CREDIT AGREEMENT Dated as of June 5, 2018 Among SKYLINE CHAMPION CORPORATION, as Holdings, CHAMPION HOME BUILDERS, INC., as the Borrower, the LENDERS Party Hereto, and CITIZENS BANK, N.A., as Administrative Agent and Collateral Agent CITIZENS BANK, N.A., JPMORGAN CHASE BANK, N.A., ROYAL BANK OF CANADA, JEFFERIES FINANCE LLC, and WELLS FARGO BANK, N.A., as Lead Arrangers and Joint Bookrunners (June 6th, 2018)

WHEREAS, pursuant to the Share Contribution and Exchange Agreement, dated as of January 5, 2018 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the Contribution and Exchange Agreement), by and among, inter alios, Holdings and Champion Enterprises Holdings, LLC, a Delaware limited liability company (CEH), CEH and Holdings consummated a share contribution and exchange, effective June 1, 2018, pursuant to which CEH contributed the CHB Shares (as defined in the Contribution and Exchange Agreement) to Holdings in exchange for the issuance to CEH of duly authorized, validly issued, fully-paid and non-assessable common shares in Holdings (the Contribution and Exchange); and

CREDIT AGREEMENT Dated as of June 5, 2018 Among SKYLINE CHAMPION CORPORATION, as Holdings, CHAMPION HOME BUILDERS, INC., as the Borrower, the LENDERS Party Hereto, and CITIZENS BANK, N.A., as Administrative Agent and Collateral Agent CITIZENS BANK, N.A., JPMORGAN CHASE BANK, N.A., ROYAL BANK OF CANADA, JEFFERIES FINANCE LLC, and WELLS FARGO BANK, N.A., as Lead Arrangers and Joint Bookrunners (June 6th, 2018)

WHEREAS, pursuant to the Share Contribution and Exchange Agreement, dated as of January 5, 2018 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the Contribution and Exchange Agreement), by and among, inter alios, Holdings and Champion Enterprises Holdings, LLC, a Delaware limited liability company (CEH), CEH and Holdings consummated a share contribution and exchange, effective June 1, 2018, pursuant to which CEH contributed the CHB Shares (as defined in the Contribution and Exchange Agreement) to Holdings in exchange for the issuance to CEH of duly authorized, validly issued, fully-paid and non-assessable common shares in Holdings (the Contribution and Exchange); and

Kimbell Royalty Partners, LP – SERIES a PREFERRED UNIT PURCHASE AGREEMENT Among KIMBELL ROYALTY PARTNERS, LP and THE SEVERAL PURCHASERS PARTY HERETO May 28, 2018 (June 1st, 2018)

This Series A Preferred Unit Purchase Agreement, dated as of May 28, 2018 (this Agreement), is entered into by and among Kimbell Royalty Partners, LP, a Delaware limited partnership (the Partnership), and AA Direct, L.P., a Delaware limited partnership, AP KRP Holdings, L.P., a Delaware limited partnership, AIE III Investments, L.P., a Delaware limited partnership, Apollo Kings Alley Credit SPV, L.P., a Delaware limited partnership, Apollo SPN Investments I (Credit), LLC, a Delaware limited liability company, Apollo Thunder Partners, L.P., a Delaware limited partnership, ATCF Subsidiary (DC), LLC, a Delaware limited liability company, Apollo Union Street SPV, L.P., a Delaware limited partnership, Zeus Strategic US Holdings, L.P., a Delaware limited partnership, and Apollo Lincoln Private Credit Fund, L.P., a Delaware limited partnership (such entities listed after the Partnership, each, a Purchaser and collectively, the Purchasers).

Kimbell Royalty Partners, LP – Frost Bank (June 1st, 2018)

Kimbell Royalty Partners, LP (the Company or you) has advised each of (a) Frost Bank (together with any of its affiliates as may be appropriate to consummate the transactions contemplated hereby, Frost), (b) Wells Fargo Bank, National Association (WFB), (c) Wells Fargo Securities LLC (WFS, and together with WFB, collectively, Wells Fargo), (d) Credit Suisse AG, Cayman Islands Branch (Credit Suisse AG and, together with Credit Suisse Loan Funding LLC (CSLF) and/or any of its affiliates as may be appropriate to consummate the transactions contemplated hereby, CS; and Credit Suisse AG, together with each of Frost and WFB, collectively, the Initial Lenders; and Credit Suisse AG, together with each of Frost, WFB and WFS, collectively, the Commitment Parties, and each, a Commitment Party) that the Company desires to establish a $250,000,000 senior secured credit facility by amendment (the Amendment) to the existing Credit Agreement dated January 11, 2017 among the Company, Frost Bank, as adm

BrightView Holdings, Inc. – FIRST LIEN CREDIT AGREEMENT Dated as of December 18, 2013 Among GARDEN ACQUISITION HOLDINGS, INC., as Holdings, GARDEN MERGER SUB, LLC, as the Initial Borrower, the Several Lenders From Time to Time Parties Hereto, MORGAN STANLEY SENIOR FUNDING, INC., as the Administrative Agent, the Collateral Agent, the Swingline Lender and a Lender, MORGAN STANLEY BANK N.A., as the Letter of Credit Issuer, And (May 30th, 2018)
BrightView Holdings, Inc. – Credit Agreement (May 30th, 2018)
Focus Financial Partners Inc. – FIRST LIEN CREDIT AGREEMENT Dated as of July 3, 2017 Among FOCUS FINANCIAL PARTNERS, LLC, as the Borrower, the Several Lenders From Time to Time Parties Hereto, ROYAL BANK OF CANADA, as the Term Administrative Agent, the Collateral Agent and a Lender, BANK OF AMERICA, N.A., as Revolver Administrative Agent, the Swingline Lender and a Letter of Credit Issuer and RBC CAPITAL MARKETS, and SUNTRUST ROBINSON HUMPHREY, INC., BMO CAPITAL MARKETS CORP., FIFTH THIRD BANK, as Joint Lead Arrangers and Bookrunners and BANK OF AMERICA, N.A., as a Revolving Credit Facility Joint Lead Arranger and Bookrunner (May 24th, 2018)

WHEREAS, pursuant to the Securities Purchase Agreement, dated as of April 12, 2017 (the Acquisition Agreement), by and among the Borrower, the Investor and the equityholders representative named therein, the Investor and the other Initial Investors will directly or indirectly acquire certain newly issued and existing units of the Borrower as described in the Acquisition Agreement;

Focus Financial Partners Inc. – SECOND LIEN CREDIT AGREEMENT Dated as of July 3, 2017 Among FOCUS FINANCIAL PARTNERS, LLC, as the Borrower, the Several Lenders From Time to Time Parties Hereto, and ROYAL BANK OF CANADA, as the Administrative Agent, the Collateral Agent and a Lender and RBC CAPITAL MARKETS, and SUNTRUST ROBINSON HUMPHREY, INC., as Joint Lead Arrangers and Bookrunners (May 24th, 2018)

WHEREAS, pursuant to the Securities Purchase Agreement, dated as of April 12, 2017 (the Acquisition Agreement), by and among the Borrower, the Investor and the equityholders representative named therein, the Investor and the other Initial Investors will directly or indirectly acquire certain newly issued and existing units of the Borrower as described in the Acquisition Agreement;

Mitek System Inc. – SHARE PURCHASE AGREEMENT by and Among the Shareholders of A2iA Group II, S.A.S., Mitek Systems, Inc. (May 23rd, 2018)

This SHARE PURCHASE AGREEMENT (as amended or modified in accordance with its terms, this "Agreement") is made and entered into as of May 23, 2018 by and among: (i) the equity holders of A2iA Group II, S.A.S., a societe par actions simplifiee organized under the laws of France ("A2iA") set forth on the signature pages hereto (each, a "Seller" and collectively, the "Sellers" acting individually and not jointly for the purpose hereof); (ii) Mitek Systems, Inc., a Delaware corporation ("Buyer"); and (iii) Andera Partners, S.C.A., a societe en commandite par actions organized under the laws of France, as the representative of the Sellers (the "Sellers' Representative"). Capitalized terms used in this Agreement and not otherwise defined are defined in Exhibit A.

Graa Y Montero S.A.A. – Contract (May 16th, 2018)

EIGHTH AMENDMENT TO CREDIT AGREEMENT, dated as of June 27, 2017 (this Amendment), among GRANA Y MONTERO S.A.A., as borrower (the Borrower) under the Credit Agreement, dated as of December 10, 2015 (as amended, amended and restated, supplemented or otherwise modified from time to time, the Credit Agreement), among the Borrower, the lenders party thereto (the Lenders) and the Administrative Agent (as defined below); the Lenders and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent under the Credit Agreement (in such capacity, the Administrative Agent).

Graa Y Montero S.A.A. – LOAN AGREEMENT Dated as of June 27, 2017 AMONG GRANA Y MONTERO S.A.A., as the Borrower, THE LENDERS PARTY HERETO, as Lenders and Mandated Lead Arrangers AND NATIXIS, NEW YORK BRANCH, as the Administrative Agent (May 16th, 2018)

THIS LOAN AGREEMENT (this Agreement) dated as of June 27, 2017 (the Effective Date) is among GRANA Y MONTERO S.A.A., a sociedad anonima abierta organized and existing under the laws of Peru (the Borrower), the banks and other financial institutions listed on the signature pages hereof under the caption Lenders (together with each other Person that becomes a Lender pursuant to Section 9.05 or otherwise in accordance with the provisions of this Agreement, collectively, the Lenders), and NATIXIS, NEW YORK BRANCH, individually as a Lender, and as the administrative agent for the Lenders (in such latter capacity together with any other Person that becomes Administrative Agent pursuant to Section 8.08, the Administrative Agent).

Sorrento Therapeutics, Inc. – Securities Purchase Agreement (May 10th, 2018)

THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is dated this 26th day of March, 2018, by and among SORRENTO THERAPEUTICS, INC., a Delaware corporation (the "Company"), and the purchasers identified on SCHEDULE A hereto (each, a "Purchaser" and collectively, the "Purchasers").

CareDx, Inc. – Chief Executive Officer CareDx, Inc. 3260 Bayshore Blvd Brisbane, CA 94005 Dear Dr. Maag: (May 10th, 2018)

CareDx, Inc. (the "Borrower") has requested the commitment of Perceptive Credit Holdings II, LP (the "Lender" or "Perceptive") to provide financing to the Borrower in the form of a Senior Term Loan Facility in an aggregate principal amount not to exceed $35,000,000 (the "Facility"). Perceptive has agreed to provide such commitment on the terms set forth in this letter (the "Commitment Letter"). The proceeds of the Facility will be used for general corporate purposes, including, without limitation, business development and licensing purposes, the refinancing of existing debt and the payment of fees and expenses associated with the negotiation, execution and implementation of the Facility. The terms and provisions governing the Facility will be substantially as set forth in the draft of the documents set forth on Exhibit A hereto, with such changes which have been previously agreed to by the parties and further changes which are satisfactory to the Lender in its reasonable discretion,

PBF Energy Co LLC – SENIOR SECURED REVOLVING CREDIT AGREEMENT Dated as of May 2, 2018 Among PBF HOLDING COMPANY LLC, DELAWARE CITY REFINING COMPANY LLC, PAULSBORO REFINING COMPANY LLC, TOLEDO REFINING COMPANY LLC, CHALMETTE REFINING, L.L.C., and TORRANCE REFINING COMPANY LLC as Borrowers, and THE OTHER LOAN PARTIES PARTY HERETO, as Loan Parties, THE LENDERS PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, and as Swingline Lender, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, ABN AMRO CAPITAL USA LLC, BNP PARIBAS, CITIBANK, N.A., CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, D (May 8th, 2018)

This SENIOR SECURED REVOLVING CREDIT AGREEMENT (this Agreement) dated as of May 2, 2018, among PBF Holding Company LLC, a Delaware limited liability company (Holdings), Delaware City Refining Company LLC, a Delaware limited liability company (Delaware City), Paulsboro Refining Company LLC, a Delaware limited liability company (Paulsboro), Toledo Refining Company LLC, a Delaware limited liability company (Toledo), Chalmette Refining, L.L.C., a Delaware limited liability company (Chalmette), and Torrance Refining Company LLC, a Delaware limited liability company (Torrance and, together with Holdings, Delaware City, Paulsboro, Toledo and Chalmette, Borrowers and each individually, a Borrower), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, Bank of America, N.A., as an Issuing Bank, Administrative Agent (in such capacity, the Administrative Agent), Collateral Agent (in such capacity

Us Xpress Enterprises – AMENDED AND RESTATED CREDIT AGREEMENT by and Among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent, Lead Arranger and Sole Book Runner, REGIONS BANK, as Syndication Agent, THE REVOLVING LENDERS THAT ARE PARTIES HERETO as the Revolving Lenders, NEW MOUNTAIN LAKE HOLDINGS, LLC, as Parent, And (May 7th, 2018)

GAAP means generally accepted accounting principles as in effect from time to time in the United States, consistently applied.

TPG RE Finance Trust, Inc. – Amended and Restated Guarantee Agreement (May 7th, 2018)

This AMENDED AND RESTATED GUARANTEE AGREEMENT, dated as of May 4, 2018 (as amended, restated, supplemented, or otherwise modified from time to time, this "Guarantee"), is made by and between TPG RE Finance Trust Holdco, LLC, a Delaware limited liability company ("Guarantor"), and Goldman Sachs Bank USA, a New York state-chartered bank, as buyer ("Buyer").

TPG RE Finance Trust, Inc. – Amended and Restated Guaranty (May 7th, 2018)

THIS AMENDED AND RESTATED GUARANTY, dated as of May 4, 2018 (as amended, restated, supplemented, or otherwise modified from time to time, this "Guaranty"), is made by and between TPG RE FINANCE TRUST HOLDCO, LLC, a Delaware limited liability company ("Guarantor"), and MORGAN STANLEY BANK, N.A., a national banking association, as buyer ("Buyer").

Us Xpress Enterprises – First Amendment to Amended and Restated Credit Agreement and Consent (May 7th, 2018)

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT (this Amendment), is entered into as of January 5, 2015 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a Revolving Lender, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, Agent), NEW MOUNTAIN LAKE HOLDINGS, LLC, a Nevada limited liability corporation (Parent), U.S. XPRESS ENTERPRISES, INC., a Nevada Corporation (USX), and the Subsidiaries of USX identified on the signature pages hereof (such Subsidiaries, together with USX, are referred to hereinafter each individually as a Borrower, and individually and collectively, jointly and severally, as the Borrowers

Parsley Energy – Sixth Amendment to Credit Agreement (May 3rd, 2018)

THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Sixth Amendment") dated as of April 30, 2018, is among Parsley Energy, LLC, a Delaware limited liability company (the "Borrower"); Parsley Energy, Inc., a Delaware corporation ("PEI"), each of the undersigned guarantors (the "Guarantors", and together with the Borrower, the "Obligors"); each of the Lenders party hereto; and Wells Fargo Bank, National Association (in its individual capacity, "Wells Fargo"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent").

Fusion Telecommunications International, Inc. – CREDIT AGREEMENT Dated as of May [__], 2018 by and Among [BORROWER], as Borrower, VARIOUS LENDERS, GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent and U.S. BANK NATIONAL ASSOCIATION, as Collateral Custodian (April 30th, 2018)

Capitalized terms used in these recitals and in the preamble shall have the respective meanings given to such terms in Section 1.1 hereof.

GreenSky, Inc. – Contract (April 27th, 2018)
Focus Financial Partners Inc. – FIRST LIEN CREDIT AGREEMENT Dated as of July 3, 2017 Among FOCUS FINANCIAL PARTNERS, LLC, as the Borrower, the Several Lenders From Time to Time Parties Hereto, ROYAL BANK OF CANADA, as the Term Administrative Agent, the Collateral Agent and a Lender, BANK OF AMERICA, N.A., as Revolver Administrative Agent, the Swingline Lender and a Letter of Credit Issuer and RBC CAPITAL MARKETS, and SUNTRUST ROBINSON HUMPHREY, INC., BMO CAPITAL MARKETS CORP., FIFTH THIRD BANK, as Joint Lead Arrangers and Bookrunners and BANK OF AMERICA, N.A., as a Revolving Credit Facility Joint Lead Arranger and Bookrunner (April 20th, 2018)

WHEREAS, pursuant to the Securities Purchase Agreement, dated as of April 12, 2017 (the Acquisition Agreement), by and among the Borrower, the Investor and the equityholders representative named therein, the Investor and the other Initial Investors will directly or indirectly acquire certain newly issued and existing units of the Borrower as described in the Acquisition Agreement;

Focus Financial Partners Inc. – SECOND LIEN CREDIT AGREEMENT Dated as of July 3, 2017 Among FOCUS FINANCIAL PARTNERS, LLC, as the Borrower, the Several Lenders From Time to Time Parties Hereto, and ROYAL BANK OF CANADA, as the Administrative Agent, the Collateral Agent and a Lender and RBC CAPITAL MARKETS, and SUNTRUST ROBINSON HUMPHREY, INC., as Joint Lead Arrangers and Bookrunners (April 20th, 2018)

WHEREAS, pursuant to the Securities Purchase Agreement, dated as of April 12, 2017 (the Acquisition Agreement), by and among the Borrower, the Investor and the equityholders representative named therein, the Investor and the other Initial Investors will directly or indirectly acquire certain newly issued and existing units of the Borrower as described in the Acquisition Agreement;

Olb Group, Inc. – 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., Omnisoft, Inc., crowdpay.us, Inc., as Borrowers, (April 13th, 2018)

Page 1. TERM LOAN 1 1.1 Term Loan 1 1.2 [Reserved] 1 1.3 Protective Advances 1 1.4 Notice of Borrowing; Manner of Borrowing 2 1.5 Independent Obligations 2 1.6 Conditions of Making the Term Loan 2 1.7 Repayments 4 1.8 Prepayments; Voluntary Termination; Application of Prepayments 5 1.9 Obligations Unconditional 6 1.10 Reversal of Payments 8 2. INTEREST AND FEES; LOAN ACCOUNT 8 2.1 Interest 8 2.2 Fees 8 2.3 Computation of Interest and Fees 8 2.4 Loan Account; Monthly Accountings 8 2.5 Further Obligations; Maximum Lawful Rate 9 3. SECURITY INTEREST GRANT / POSSESSORY COLLATERAL / FURTHER ASSURANCES 9 3.1 Grant of Security Interest 9 3.2

Olb Group, Inc. – Agreement Regarding Additional Warrants (April 13th, 2018)

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").

Olb Group, Inc. – 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 (April 13th, 2018)

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.

Olb Group, Inc. – Contract (April 13th, 2018)

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.