OLB GROUP, INC. (Form: 8-K, Received: 05/15/2018 17:09:57)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 15, 2018 (May 9, 2018)

THE OLB GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-52994		13-4188568
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

200 Park Avenue, Suite 1700, New York, NY		10166
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 278-0900

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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.

Item 3.02 Unregistered Sales of Equity Securities

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 3.02. The shares of common stock of the Company issued pursuant to the Share Exchange Agreements have not been registered under the Securities Act. Such shares were issued to the stockholders of Omnisoft and Crowdpay in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, without general solicitation, and made only to and with an “accredited investor” as defined in Regulation D of the Securities Act.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Exhibit Description

10.1		Share Exchange Agreement, dated May 9, 2018, by and between The OLB Group, Inc. and the shareholders of Crowdpay.US, Inc.

10.2		Share Exchange Agreement, dated May 9, 2018, by and between The OLB Group, Inc. and the shareholders of Omnisoft, Inc.

23.1		Consent of Corporate Valuation Advisors, Inc.

99.1		Valuation Report, dated as of May 9, 2018, by Corporate Valuation Advisors, Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 15, 2018

	THE OLB GROUP, INC.

	By:	/s/ Ronny Yakov
		Name: Ronny Yakov
		Title: President and Chief Executive Officer

Exhibit 10.1

SHARE EXCHANGE AGREEMENT

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.

RECITALS

A. CROWDPAY is a New York corporation.

B. The Shareholders own 100 shares of the issued and outstanding shares of common stock of CROWDPAY (the “CROWDPAY Stock”).

C. The Shareholders have agreed to sell to OLB, and OLB has agreed to purchase, the CROWDPAY Stock from the Shareholders in exchange for shares of common stock of OLB, pursuant to the terms and conditions set forth in this Agreement.

D. CROWDPAY will become a wholly owned subsidiary of OLB.

NOW THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained in this Agreement, the parties agree as follows:

Exchange of Stock .

(a)

Each Shareholder, severally and not jointly, agrees to transfer to OLB, and OLB agrees to purchase from such Shareholder, all of the Shareholder’s right, title and interest in the number of shares of CROWDPAY Stock held by such Shareholder and set forth on Schedule A, free and clear of all mortgages, liens, pledges, security interests, restrictions, encumbrances, or adverse claims of any nature imposed by such Shareholder.

(b)

Upon surrender by the Shareholders (the “Surrender Date”) of the certificates evidencing the CROWDPAY Stock duly endorsed for transfer to OLB or accompanied by stock powers executed in blank by the Shareholders, OLB will cause Eighty-Seven Million Five Hundred Thousand (87,500,000) shares (subject to adjustment for fractionalized shares as set forth below) of the common voting stock, par value $0.0001 of OLB (the “OLB Stock”) to be issued to the Shareholders, in full satisfaction of any right or interest which each Shareholder held in the CROWDPAY Stock. The OLB Stock will be issued to the Shareholders on a pro rata basis, in the same proportion as the percentage of their ownership interest in the CROWDPAY Stock, as set forth on Exhibit A . Any fractional shares that will result due to such pro rata distribution will be rounded down to the next lowest whole number.

Closing .

(a)

The parties to this Agreement will hold a digital closing (the “Closing”) for the purpose of executing and exchanging all of the documents contemplated by this Agreement and otherwise effecting the transactions contemplated by this Agreement. The Closing will be held on or after May 9, 2018, unless another place or time is mutually agreed upon in writing by the parties. All proceedings to be taken and all documents to be executed and exchanged at the Closing will be deemed to have been taken, delivered and executed simultaneously, and no proceeding will be deemed taken nor document deemed executed or delivered until all have been taken, delivered and executed. If agreed to by the parties, the Closing may take place through the exchange of documents by fax, electronic delivery and/or express courier.

(b)

With the exception of any stock certificates which must be in their original form, any copy, fax, e-mail or other reliable reproduction of the writing or transmission required by this Agreement or any signature required thereon may be used in lieu of an original writing or transmission or signature for any and all purposes for which the original could be used, provided that such copy, fax, e-mail or other reproduction is a complete reproduction of the entire original writing or transmission or original signature, and the originals are promptly delivered thereafter.

3.	Representations and Warranties of OLB .

OLB represents and warrants as follows:

(a)

OLB is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and is licensed or qualified as a foreign corporation in all states in which the nature of its business or the character or ownership of its properties makes such licensing or qualification necessary.

(b)

Execution of this Agreement and performance by OLB hereunder has been duly authorized by all requisite corporate action on the part of OLB, and this Agreement constitutes a valid and binding obligation of OLB, and is enforceable against OLB, in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). OLB’s execution and delivery of this Agreement and its performance hereunder will not violate any provision of any charter, bylaw, indenture, mortgage, lease, or agreement, or any order, judgment, decree, law or regulation, to which any property of OLB is subject or by which OLB is bound.

(c)

OLB has full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder.

(d)

OLB has had the opportunity to perform all due diligence investigations of CROWDPAY and its business and operations as it has deemed necessary or appropriate and to ask questions of the officers and directors of CROWDPAY and has received satisfactory answers to all of its questions. OLB has had access to all documents and information about CROWDPAY and has reviewed sufficient information to allow it to evaluate the merits and risks of the transactions contemplated by this Agreement.

(e)

OLB is acquiring the CROWDPAY shares to be transferred to it under this Agreement for investment and not with a view to the sale or distribution thereof.

(f)

The OLB Stock to be issued to each Shareholder at Closing will be duly authorized and validly issued, fully paid and non-assessable, and issued in full compliance with all federal, state, and local laws, rules and regulations.

(g)

There is no litigation or proceeding pending, or to OLB’s knowledge, threatened, against or relating to the OLB Stock or that may materially adversely affect the ability of OLB to consummate the transactions contemplated hereby.

(h)

The issuance of the OLB Stock pursuant hereto does not require the consent of any third-party or governmental authority.

4.	Representations and Warranties of the Shareholders .

Each Shareholder, severally and not jointly, represents and warrants as follows:

(a)

Such Shareholder is not a party to any agreements purporting to restrict the transfer of the CROWDPAY Stock, nor any voting agreements, voting trusts or other arrangements restricting or affecting the voting of the CROWDPAY Stock.

(b)

The Shareholders have full right, power and authority to sell, transfer and deliver the CROWDPAY Stock, and upon delivery of the certificates therefor together with stock powers as contemplated in this Agreement, the Shareholders will transfer to OLB valid and marketable title to the CROWDPAY Stock, including all voting and other rights to the CROWDPAY Stock, free and clear of all pledges, liens, security interests, adverse claims, options, rights of any third party, or other encumbrances. Each of the Shareholders owns and holds that the number or percentage of CROWDPAY Stock, which are listed opposite their names on Exhibit A attached hereto.

(c)

There is no litigation or proceeding pending, or to such Shareholder’s knowledge, threatened, against such Shareholder relating to such Shareholder’s ownership of CROWDPAY Stock or that may materially adversely affect the ability of such Shareholder to consummate the transactions contemplated hereby.

(d)

The current residence address or principal place of business (for any non-individual shareholder) of such CROWDPAY Shareholder is as listed on Exhibit A attached hereto.

(f)

Such CROWDPAY Shareholder has had the opportunity to perform all due diligence investigations of OLB and its business as they have deemed necessary or appropriate and to ask questions of OLB’s officers and directors and have received satisfactory answers to all of their questions. Such Shareholder has had access to all documents and information about OLB and has reviewed sufficient information to allow such Shareholder to evaluate the merits and risks of the acquisition of the OLB Stock.

(g)

Such Shareholder is acquiring the OLB Stock for his, her or its own account (and not for the account of others) for investment and not with a view to the distribution therefor. Such Shareholder will not sell or otherwise dispose of the OLB Stock without registration under the Securities Act of 1933, as amended, or an exemption therefrom, and the certificate or certificates representing the OLB Stock will contain a legend to the foregoing effect.

(h)

Each Shareholder represents to OLB that he, she or it is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended.

5.	Conditions to Obligations of Shareholders .

Each Shareholder’s obligation to complete the transactions contemplated herein is subject to fulfillment on or before the Closing of each of the following conditions, unless waived in writing by such Shareholder as appropriate:

(a)

The representations and warranties of OLB set forth herein will be true and correct at the Closing as though made at and as of that date, except as affected by transactions contemplated hereby.

(b)

OLB will have performed all covenants required by this Agreement to be performed by it on or before the Closing.

(c)

This Agreement will have been approved by the Board of Directors of OLB.

(d)

There will have occurred no material adverse change in the business, operations or prospects of OLB.

(e)

Each other Shareholder shall have entered into a counterpart to this Agreement and shall have sold his, her or its CROWDPAY Stock to OLB.

6.	Conditions to Obligations of OLB .

OLB’s obligation to complete the transaction contemplated herein will be subject to fulfillment on or before the Closing of each of the following conditions, unless waived in writing by OLB, as appropriate:

(a)

The representations and warranties of the Shareholders set forth herein will be true and correct at the Closing as though made at and as of that date, except as affected by transactions contemplated hereby.

(b)

The Shareholders will have performed all covenants required by this Agreement to be performed by them on or before the Closing.

(c)

There will have occurred no material adverse change in the business, operations or prospects of CROWDPAY.

7.	Additional Covenants .

(a)

The parties agree that they will not make, and each Shareholder will not permit CROWDPAY to make, any public announcements relating to this Agreement or the transactions contemplated herein without the prior written consent of the other party, except as may be required upon the written advice of counsel to comply with applicable laws or regulatory requirements after consulting with the other party hereto and seeking their consent to such announcement.

(b)

OLB and the Shareholders will cooperate with each other in the preparation of a Form 8-K to be filed with the SEC describing the transaction contemplated by this Agreement and such other items as are required by the SEC rules and regulations.

(c)

The Parties intend that the transactions contemplated by this Agreement qualify as a tax-free exchange under Section 351 of the United States Internal Revenue Code. The Parties will take the position for all purposes that the said transactions qualify under said Section 351.

8.	Termination .

This Agreement may be terminated by mutual consent in writing.

9.	Expenses .

Whether or not the Closing is consummated, each of the parties will pay all of his, her, or its own legal and accounting fees and other expenses incurred in the preparation of this Agreement and the performance of the terms and provisions of this Agreement.

10.

Survival of Representations and Warranties .

The representations and warranties of the Shareholders and OLB set out in this Agreement will survive Closing for a period of twelve months.

11.

Waiver .

Any failure on the part of either party hereto to comply with any of its obligations, agreements, or conditions hereunder may be waived in writing by the party to whom

such compliance is owed.

12.

Brokers .

Each party agrees to indemnify and hold harmless the other party against any fee, loss, or expense arising out of claims by brokers or finders employed or alleged to have been employed by the indemnifying party.

13.

Notices .

All notices and other communications under this Agreement must be in writing and will be deemed to have been given only if delivered in person or by internationally recognized commercial courier service such as UPS or Federal Express, as follows:

If to OLB, to:

The OLB Group, Inc.

200 Park Avenue

Suite 1700

New York, NY 10166

If to the Shareholders, to:

the addresses set forth on Exhibit A hereto.

14.	General Provisions .

(a)

This Agreement will be governed by and under the laws of the State of New York, without giving effect to conflicts of law principles. If any provision hereof is found to be invalid or unenforceable, that part will be amended to achieve, as nearly as possible, the same effect as the original provision and the remainder of this Agreement will remain in full force and effect.

(b)

The parties agree that any dispute arising under or with respect to or in connection with this Agreement, whether during the term of this Agreement or at any subsequent time, shall be resolved fully and exclusively by binding arbitration in accordance with the commercial rules then in force of the American Arbitration Association with the proceedings taking place in New York, New York before a panel of three (3) arbitrators, each with at least 10 years experience in the securities industry. The arbitrators shall not alter the terms of this Agreement or any related agreement.

(c)

This Agreement constitutes the entire agreement and final understanding of the parties with respect to the subject matter hereof and supersedes and terminates all prior and/or contemporaneous understandings and/or discussions between the parties, whether written or verbal, express or implied, relating in any way to the subject matter hereof. This agreement may not be altered, amended, modified or otherwise changed in any way except by a written agreement, signed by both parties.

(d)

This Agreement will inure to the benefit of, and be binding upon, the parties hereto and their successors and assigns; provided, however, that any assignment by either party of its rights under this Agreement without the written consent of the other party will be void.

(e)

The parties agree to take any further actions and to execute any further documents which may from time to time be necessary or appropriate to carry out the purposes of this Agreement.

(f)

The headings of the Sections, paragraphs and subparagraphs of this Agreement are solely for convenience of reference and will not limit or otherwise affect the meaning of any of the terms or provisions of this Agreement. The references in this Agreement to Sections, unless otherwise indicated, are references to sections of this Agreement.

(g)

This Agreement may be executed in counterparts, each one of which will constitute an original and all of which taken together will constitute one document. This Agreement may be executed by delivery of a signed signature page by fax to the other parties hereto and such fax execution and delivery will be valid in all respects.

SIGNATURE PAGE FOLLOWS

EXECUTED:

THE OLB GROUP, INC.

By:	/s/ Ronny Yakov
	Ronny Yakov, President

THE SHAREHOLDERS OF CROWDPAY.US, INC.:

/s/ Ronny Yakov
Ronny Yakov

/s/ John Herzog
John Herzog

EXHIBIT A

Shareholder	CROWDPAY Shares Held	OLB Shares to be Issued

Ronny Yakov	78	68,250,000
c/o The OLB Group, Inc.
200 Park Avenue, Suite 1700 New York, NY 10166

John Herzog	22	19,250,000
824 Harbor Road Southport, CT 06890

Exhibit 10.2

SHARE EXCHANGE AGREEMENT

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.

RECITALS

A. OMNISOFT is a Delaware corporation.

B. The Shareholders own 100 shares of the issued and outstanding shares of common stock of OMNISOFT (the “OMNISOFT Stock”).

C. The Shareholders have agreed to sell to OLB, and OLB has agreed to purchase, the OMNISOFT Stock from the Shareholders in exchange for shares of common stock of OLB, pursuant to the terms and conditions set forth in this Agreement.

D. OMNISOFT will become a wholly owned subsidiary of OLB.

NOW THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained in this Agreement, the parties agree as follows:

Exchange of Stock .

(a)

Each Shareholder, severally and not jointly, agrees to transfer to OLB, and OLB agrees to purchase from such Shareholder, all of the Shareholder’s right, title and interest in the number of shares of OMNISOFT Stock held by such Shareholder and set forth on Schedule A, free and clear of all mortgages, liens, pledges, security interests, restrictions, encumbrances, or adverse claims of any nature imposed by such Shareholder.

(b)

Upon surrender by the Shareholders (the “Surrender Date”) of the certificates evidencing the OMNISOFT Stock duly endorsed for transfer to OLB or accompanied by stock powers executed in blank by the Shareholders, OLB will cause Fifty-Five Million (55,000,000) shares (subject to adjustment for fractionalized shares as set forth below) of the common voting stock, par value $0.0001 of OLB (the “OLB Stock”) to be issued to the Shareholders, in full satisfaction of any right or interest which each Shareholder held in the OMNISOFT Stock. The OLB Stock will be issued to the Shareholders on a pro rata basis, in the same proportion as the percentage of their ownership interest in the OMNISOFT Stock, as set forth on Exhibit A . Any fractional shares that will result due to such pro rata distribution will be rounded down to the next lowest whole number.

Closing .

(a)

(b)

3.	Representations and Warranties of OLB .

OLB represents and warrants as follows:

(a)

(b)

(c)

OLB has full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder.

(d)

OLB has had the opportunity to perform all due diligence investigations of OMNISOFT and its business and operations as it has deemed necessary or appropriate and to ask questions of the officers and directors of OMNISOFT and has received satisfactory answers to all of its questions. OLB has had access to all documents and information about OMNISOFT and has reviewed sufficient information to allow it to evaluate the merits and risks of the transactions contemplated by this Agreement.

(e)

OLB is acquiring the OMNISOFT shares to be transferred to it under this Agreement for investment and not with a view to the sale or distribution thereof.

(f)

(g)

(h)

The issuance of the OLB Stock pursuant hereto does not require the consent of any third-party or governmental authority.

4.	Representations and Warranties of the Shareholders .

Each Shareholder, severally and not jointly, represents and warrants as follows:

(a)

Such Shareholder is not a party to any agreements purporting to restrict the transfer of the OMNISOFT Stock, nor any voting agreements, voting trusts or other arrangements restricting or affecting the voting of the OMNISOFT Stock.

(b)

The Shareholders have full right, power and authority to sell, transfer and deliver the OMNISOFT Stock, and upon delivery of the certificates therefor together with stock powers as contemplated in this Agreement, the Shareholders will transfer to OLB valid and marketable title to the OMNISOFT Stock, including all voting and other rights to the OMNISOFT Stock, free and clear of all pledges, liens, security interests, adverse claims, options, rights of any third party, or other encumbrances. Each of the Shareholders owns and holds that the number or percentage of OMNISOFT Stock, which are listed opposite their names on Exhibit A attached hereto.

(c)

There is no litigation or proceeding pending, or to such Shareholder’s knowledge, threatened, against such Shareholder relating to such Shareholder’s ownership of OMNISOFT Stock or that may materially adversely affect the ability of such Shareholder to consummate the transactions contemplated hereby.

(d)

The current residence address or principal place of business (for any non-individual shareholder) of such OMNISOFT Shareholder is as listed on Exhibit A attached hereto.

(f)

Such OMNISOFT Shareholder has had the opportunity to perform all due diligence investigations of OLB and its business as they have deemed necessary or appropriate and to ask questions of OLB’s officers and directors and have received satisfactory answers to all of their questions. Such Shareholder has had access to all documents and information about OLB and has reviewed sufficient information to allow such Shareholder to evaluate the merits and risks of the acquisition of the OLB Stock.

(g)

(h)

Each Shareholder represents to OLB that he, she or it is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended.

5.	Conditions to Obligations of Shareholders .

(a)

The representations and warranties of OLB set forth herein will be true and correct at the Closing as though made at and as of that date, except as affected by transactions contemplated hereby.

(b)

OLB will have performed all covenants required by this Agreement to be performed by it on or before the Closing.

(c)

This Agreement will have been approved by the Board of Directors of OLB.

(d)

There will have occurred no material adverse change in the business, operations or prospects of OLB.

(e)

Each other Shareholder shall have entered into a counterpart to this Agreement and shall have sold his, her or its OMNISOFT Stock to OLB.

6.	Conditions to Obligations of OLB .

(a)

(b)

The Shareholders will have performed all covenants required by this Agreement to be performed by them on or before the Closing.

(c)

There will have occurred no material adverse change in the business, operations or prospects of OMNISOFT.

7.	Additional Covenants .

(a)

The parties agree that they will not make, and each Shareholder will not permit OMNISOFT to make, any public announcements relating to this Agreement or the transactions contemplated herein without the prior written consent of the other party, except as may be required upon the written advice of counsel to comply with applicable laws or regulatory requirements after consulting with the other party hereto and seeking their consent to such announcement.

(b)

(c)

8.	Termination .

This Agreement may be terminated by mutual consent in writing.

9.	Expenses .

10.

Survival of Representations and Warranties .

The representations and warranties of the Shareholders and OLB set out in this Agreement will survive Closing for a period of twelve months.

11.

Waiver .

Any failure on the part of either party hereto to comply with any of its obligations, agreements, or conditions hereunder may be waived in writing by the party to whom

such compliance is owed.

12.

Brokers .

13.

Notices .

If to OLB, to:

The OLB Group, Inc.

200 Park Avenue

Suite 1700

New York, NY 10166

If to the Shareholders, to:

the addresses set forth on Exhibit A hereto.

14.	General Provisions .

(a)

(b)

(c)

(d)

(e)

The parties agree to take any further actions and to execute any further documents which may from time to time be necessary or appropriate to carry out the purposes of this Agreement.

(f)

(g)

SIGNATURE PAGE FOLLOWS

EXECUTED:

THE OLB GROUP, INC.

By:	/s/ Ronny Yakov
	Ronny Yakov, President

THE SHAREHOLDERS OF OMNISOFT, INC.:

/s/ Ronny Yakov
Ronny Yakov

/s/ John Herzog
John Herzog

EXHIBIT A

Shareholder	OMNISOFT Shares Held	OLB Shares to be Issued

Ronny Yakov	78	42,900,000
c/o The OLB Group, Inc.
200 Park Avenue, Suite 1700 New York, NY 10166

John Herzog	22	12,100,000
824 Harbor Road Southport, CT 06890

Exhibit 23.1

CONSENT OF INDEPENDENT APPRAISAL FIRM

OLB Group, Inc.

New York, New York

We hereby consent to the inclusion in the Form 8-K of OLB Group, Inc. filed on May 15, 2018 of references to our report relating to the fair market value of certain merger candidates.

Hartland, Wisconsin

May 15, 2018

Exhibit 99.1

OLB Group, Inc.

Equity Valuation

Made as of April 30, 2018

May 8, 2018

Mr. Ronny Yakov

Chief Executive Officer

OLB Group, Inc.

200 Park Avenue, Suite 1700

New York, NY 10166

Re: Valuation of OLB Group, Inc.

Dear Mr. Yakov:

At your request and pursuant to your authorization, we have conducted a valuation of the total equity of each of OLB Group, Inc. (hereinafter referred to as "OLB" or the "Company") after giving effect to its acquisition of certain assets of Excel Corporation on April 9, 2018, OmniSoft, Inc. ("OmniSoft") and CrowdPay.us, Inc. ("CrowdPay"). The purpose of this valuation has been to express our opinion of the Fair Market Value of the total equity of the Company, OmniSoft and CrowdPay as of April 30, 2018. It is our understanding that this valuation may be relied upon in connection with (i) determining the number of shares of OLB to be exchanged as consideration for the mergers of OmniSoft and CrowdPay by and into OLB and (ii) efforts by OLB to raise $5.0 million of additional equity capital.

The term "Fair Market Value" is defined as the amount at which the equity of each of the Company, OmniSoft and CrowdPay would equitably exchange between a willing buyer and a willing seller, neither being under compulsion to buy or sell and both having reasonable knowledge of a relevant facts.

Our valuation report consists of:

●	This letter which identifies the subject and scope of this investigation and valuation and summarizes our opinions of value.

●

A report containing (i) descriptive data on each of OLB, OmniSoft and CrowdPay, (ii) a discussion of the appropriate valuation methodologies and the application of those methodologies to the valuation of the equity of each of OLB, OmniSoft and CrowdPay and (iii) the conclusions attained through this analysis.

All data provided for our use in this analysis has been accepted as accurate and reflective of actual business operations and conditions.

Mr. Ronny Yakov

May 8, 2018

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Based upon the valuation procedures employed which are more fully described in the accompanying report, it is our opinion that the Fair Market Value of the total equity of each of OLB, OmniSoft and CrowdPay, as of April 30, 2018, is reasonably stated in the following amounts:

Fair Market Value

Of Total Equity – OLB

THIRTY THREE MILLION

FOUR HUNDRED THIRTEEN THOUSAND DOLLARS

($33,413,000)

Fair Market Value

Of Total Equity – OmniSoft

TWENTY TWO MILLION DOLLARS

($22,000,000)

Fair Market Value

Of Total Equity – CrowdPay

THIRTY FIVE MILLION DOLLARS

($35,000,000)

We have made no investigation of, and assume no responsibility for, the title to or any encumbrances against OLB, its subsidiaries or their assets. Neither Corporate Valuation Advisors, Inc., nor any of its employees have any financial interest in OLB, its subsidiaries or their assets. We certify that the compensation received for this study is not in any manner contingent upon the conclusions stated. This report is subject to the limiting factors and assumptions which appear at the end of the report.

Respectfully Submitted,

James W. Volkman, AM

Managing Director – Financial Valuation Services

Corporate Valuation Advisors, Inc

TABLE OF CONTENTS

	Page No.

INTRODUCTION	1

Purpose and Scope of the Valuation	1
Definition of Fair Market Value	1
Date of the Valuation	1
Date of the Report	1
Property Included	1

HISTORY AND NATURE OF THE BUSINESS	2

INDUSTRY REVIEW	3

VALUATION THEORY	4

Introduction	4
Approaches Used	4

VALUATION OF OLB	5

Financial Review	5
Valuation	6
Conclusion	15

VALUATION OF OMNISOFT	16

Financial Review	16
Valuation	16
Conclusion	20

CROWDPAY VALUATION	21

Financial Review	21
Valuation	21
Conclusion	25

MERGER CONSIDERATION AND DILUTION	26

CONCLUSION	26

LIMITING FACTORS AND ASSUMPTIONS

APPRAISAL CERTIFICATE

PROFESSIONAL QUALIFICATIONS

EXHIBITS

Exhibit 1 – Comparative Income Statements

Exhibit 2 – Pro Forma Consolidating Balance Sheet

Exhibit 3 – Transaction Market Data

Exhibit 4 – Guideline Company Market Data

Exhibit 5 – Guideline Company Financial Ratio

Exhibit 6 – Discounted Cash Flow Approach – OLB

Exhibit 7 – Discounted Cash Flow Approach – OmniSoft

Exhibit 8 – Discounted Cash Flow Approach – CrowdPay

OLB Group, Inc.

Page 1

INTRODUCTION

Purpose and Scope of the Valuation

The investigation and valuation described in this report was made for the purpose of expressing our opinion of the total equity value of each of OLB Group, Inc. (hereinafter referred to as "OLB" or the "Company") after giving effect to its acquisition of Excel Corporation on April 9, 2018, OmniSoft, Inc. ("OmniSoft") and CrowdPay.us, Inc. ("CrowdPay") as of April 30, 2018. The purpose of the appraisal is to (i) determine the number of shares of OLB to be equitably exchanged as consideration for the mergers of OmniSoft and CrowdPay by and into OLB and (ii) efforts by OLB to raise $5.0 million of additional equity capital.

Definition of Fair Market Value

For purposes of this engagement, the term "Fair Market Value" is defined as the amount at which the equity of each of the Company, OmniSoft and CrowdPay would equitably exchange between a willing buyer and a willing seller, neither being under compulsion to buy or sell and both having reasonable knowledge of a relevant facts.

Date of the Valuation

This valuation is made as of April 30, 2018.

Date of the Report

This report is prepared as of May 8, 2018.

Property Included

The scope of this valuation relates to the total equity of OLB, OmniSoft and CrowdPay.

The valuation of the equity of the subject companies requires an examination of all potential factors affecting value. In the course of this valuation, we have considered the following:

●

The history of OLB, OmniSoft and CrowdPay, the nature of their businesses and their reasonably anticipated growth opportunities.

●

The outlook of the economy and the effect of the economy on the industry in which OLB, OmniSoft and CrowdPay participate.

●

The historical trend of the earnings and expenses of OLB, OmniSoft and CrowdPay and their current capital structure.

●

The current market for publicly traded guideline companies engaged in the same industry or an industry similar to the industry in which the subject companies compete.

●

The risks involved in an investment in OLB, OmniSoft and CrowdPay as related to earnings stability, capital structure and competition.

In valuing each of OLB, OmniSoft and CrowdPay, the Market and Income Approaches were applied.

In applying the Market Approach, market and financial data on publicly traded guideline companies was analyzed and relevant valuation multiples were formulated from that data. The valuation of each of OLB, OmniSoft and CrowdPay also includes an Income Approach which is based on a cash flow projection for each entity. Value indications were independently derived from the Market and Income Approaches. The resulting values were compared and our conclusion of value was derived from a subjective review and weighting of these approaches.

Corporate Valuation Advisors, Inc.

OLB Group, Inc.

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HISTORY AND NATURE OF THE BUSINESS

The Company was incorporated in Delaware in 2004 for the purpose of merging with OLB.com, Inc., a New York corporation formed in 1993. OLB has historically been engaged in selling health benefit packages on a subscription basis.

Effective April, 9, 2018, OLB acquired certain assets of Excel Corporation and its subsidiaries in a bankruptcy sale for $12.5 million. The Company borrowed substantially all of consideration payable to the bankruptcy trustee.

Excel Corporation was founded in 2010 and is headquartered in Irving, Texas. Through its subsidiaries, the company provides integrated financial and transaction processing services to businesses in the United States. It offers an integrated suite of third-party merchant payment processing services and related proprietary software enabling products that deliver credit and debit card-based Internet payments processing solutions to small and mid-sized merchants. Excel Corporation served approximately 8,300 merchants as of the date its assets were acquired by OLB.

OmniSoft offers software as a service ("SaaS") to small and medium sized merchants. Its software suite offers a broad range of functions including inventory management, content management, web site building, point-of-sale devices, marketing tools, mobile commerce and social media integration. These services are largely unavailable through most other merchant payment service providers.

CrowdPay is web based crowdfunding software system. The software provides broker-dealer, merchant banks and law firms a platform to market crowdfunding offerings, collect payments and issue securities. The software has been developed in response to, and to comply with, recent changes in investment regulations including Regulation D 506(b) and 506(C), Regulation A+ and Title III of the Jobs Act.

The founder and controlling shareholder of OLB is Mr. Ronny Yakov who currently serves as the Chief Executive Officer, Interim Chief Financial Officer and a director of the Company. Mr. Yakov owns approximately 58% of the outstanding common stock of OLB, Mr. John Herzog owns approximately 29% of its common stock and outside shareholders own the remaining 13% of its common shares. It is our understanding that Mr. Yakov also owns a controlling interest in OmniSoft and CrowdPay and has agreed to merge these companies into OLB in exchange for additional common shares of the Company.

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OLB Group, Inc.

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INDUSTRY REVIEW

The operations of the Company are most similar to the credit card processing industry. Our industry review is based upon available information including IBISWorld Industry Report 54151 Credit Card Processing & Money Transferring in the U.S. This industry includes companies that provide financial transaction processing, check or other financial clearinghouse services and reserve and liquidity services. Electronic transactions associated with the US Federal Reserve are not included in this industry.

The industry is estimated to grow at 3.2% per year on average over the 2013 to 2018 period. Growth in 2018 is estimated at 3.2%, increasing revenue to $77.96 billion. Overall, the industry is projected to grow at an average annual rate of 2.7% to $89.21 billion from 2018 to 2023. Revenues of the credit card processing and money transferring industry for the 2015 through projected 2023 period are shown below:

The industry generates most of its revenue through transaction and data processing fees from debit card and credit card purchases. The estimated 2018 products and services segmentation or the credit card processing and money transferring industry is as follows:

There are several key external drivers that impact this industry. Purchase frequency and volume from consumer spending impacts industry revenues. A majority of consumers in the U.S. use electronic payments for purchases. IBISWorld expects an increase in consumer spending in 2018 which would lead to an increase in industry revenues. The Consumer Confidence Index is tied to trends in employment, surveys on economic outlook and income. A decline in consumer confidence leads to a decrease in frequency of consumer purchases. The Consumer Confidence Index is expected to decline in 2018, a potential threat to this industry. Per capita disposable income determines a person's ability to purchase goods. The more income an individual has, the more that individual has to spend on purchases which increases payment transactions. An increase in per capita disposable income is expected in 2018 which will have a positive impact on industry revenues. Another key external driver for this industry is regulation. An increase in regulation typically lowers profitability due to the increased costs with complying with the new standards.

The industry has a medium level of concentration. In 2018, IBISWorld estimates that the four largest firms in the industry will account for 46.9% of industry revenue. There are a number of large firms in the industry that control significant market share and earn billions in revenue annually. However, there are small, independent and privately owned companies serving niche markets. The industry is becoming increasingly fragmented due to the large number of companies with different specialties. The largest companies in this industry consist of Visa, Inc., PayPal Holdings, Inc., Kohlberg Kravis Roberts and Co. LP, MasterCard, Inc. and Fidelity National Information Services, Inc.

From 2017 to 2023, the number of industry firms is expected to increase from 5,835 firms to 6,847 firms in 2023. Over the same period, employment numbers are expected to increase from 131,721 employees in 2017 to 155,115 employees in 2023. The industry EBIT margin is estimated at 12.4% of total revenue in 2018, a decrease from 2013 as a result of increasing wages and regulatory costs. Wage costs are expected to amount to 16.3% of industry revenue in 2018, and increase from 14.8% of industry revenue in 2013. However, increases in consumer electronic payment activity and technological advancements in automation have caused margins to remain at an acceptable level.

Corporate Valuation Advisors, Inc.

OLB Group, Inc.

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VALUATION THEORY

Introduction

Generally accepted valuation principles require reliance on three basic approaches: the Cost Approach, the Market Approach and the Income Approach. These approaches are respectively based upon the cost to reproduce the assets, the market exchanges for comparable assets and the capitalization of income. The Cost, Market and Income Approaches are briefly summarized below:

Cost Approach

The Cost Approach is a valuation technique that uses the concept of replacement as a value based on the principle of substitution. A prudent investor would pay no more for an asset than the amount for which he could replace the asset new. The replacement cost is then adjusted for losses in value (appraised depreciation) due to a variety of factors.

Market Approach

The Market Approach is a valuation technique in which the estimated market value is based on market prices in actual transactions. The technique consists of collecting selling prices for comparable assets. After studying the selling prices, value adjustments are made for comparability differences. This process is essentially one of comparison and correlation.

Income Approach

The Income Approach is a valuation technique that capitalizes the anticipated income from an appraised asset. This approach is predicated on developing either cash flow or income projections which are then discounted for time and risk. The Income Approach requires that the appraiser be able to isolate a relevant income stream for the subject asset. If the income is anticipated to continue in perpetuity, the value can be calculated by dividing the income by the capitalization rate. If the earnings are expected to be stable for a known duration, the use of an annuity factor is preferable. If future earnings are variable, the expected income in each future year can be discounted to present worth and accumulated. A perpetual income stream with a variable income amount may also be discounted to its present worth over a given period if a terminal value is estimated beyond the discrete forecast period.

Approaches Used

Under ideal circumstances, all three approaches may be applicable to the valuation of an asset. For certain types of property, one or more value concepts may be inappropriate. In certain instances, results indicated by one approach may vary widely from the other two approaches. When this situation exists, the appraiser must discern the reasons for this difference and select the methods that best represent the considerations of both a willing and knowledgeable buyer and seller.

In valuing each of OLB, OmniSoft and CrowdPay, primary consideration is given to the Market and Income Approaches. The Cost Approach, as a valuation technique, has little relevance since investors in a firm are primarily concerned with the earnings and cash flow potential from operations as opposed to the costs that would be incurred in recreating the enterprise.

In the following sections of this report, we describe the valuation procedures utilized in estimating the Fair Market Value of the equity of each company.

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OLB Group, Inc.

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VALUATION OF OLB

Financial Review

OLB reports its operating results on a calendar year basis. We have been provided with a pro forma income statement for OLB for the year ending December 31, 2017 (assuming that the assets of Excel Corporation had been purchased on January 1, 2017), the estimated income statement for the year ending December 31, 2018 and the projected income statements for the two, one-year periods ending December 31, 2020, as prepared by management. We have extended the projected income statements for an additional four, one-year periods ending December 31, 2024 based upon the projected trend in revenues and earnings of OLB.

The 2017 pro forma income statement and 2018 estimated income statement for OLB are presented in Exhibit 1 to this report, along with the historical financial statements of Excel Corporation for the three, one-year periods ending December 31, 2016. A pro forma consolidating balance sheet for OLB, as of April 30, 2018, is summarized on Exhibit 2 to this report.

Income Statement

Revenues amounted to $9.57 million in 2014 and decreased to $5.63 million in 2015. Revenues increased to $17.12 million in 2016 and decreased to $14.90 million in 2017. Revenues are estimated at $14.18 million in 2018.

Cost of revenues amounted to $1.42 million in 2014. No cost of revenues was reported in each of 2015 and 2016. Cost of revenues amounted to $5.51 million in 2017 and is estimated at $8.98 million in 2018.

Subtracting cost of revenues from revenues results in gross profit. Gross profit amounted to $8.14 million in 2014 and decreased to $5.63 million in 2015. Gross profit increased to $17.12 million in 2016 and decreased to $9.39 million in 2017. Gross profit is estimated at $5.21 million in 2018.

Total operating expense amounted to $11.09 million in 2014 and decreased to $3.48 million in 2015. Total operating expense increased to $13.81 million in 2016 and decreased to $6.49 million in 2017. Total operating expense is estimated at $2.42 million in 2018.

Subtracting total operating expense from gross profit results in EBITDA (earnings before interest expense, taxes and depreciation and amortization expense). EBITDA amounted to negative $2.95 million in 2014 and increased to $2.15 million in 2015. EBITDA further increased to $3.31 million in 2016 and decreased to $2.90 million in 2017. EBITDA is estimated at $2.79 million in 2018.

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OLB Group, Inc.

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Depreciation expense amounted to $76,000 in 2014 and increased to $143,000 in 2015. Depreciation expense further increased to $485,000 in 2016 and to $500,000 in 2017. Depreciation expense is estimated at $438,000 in 2018.

Subtracting depreciation expense from EBITDA results in EBIT (earnings before interest expense and taxes). EBIT amounted to negative $3.02 million in 2014 and increased to $2.00 million in 2015. EBIT further increased to $2.82 million in 2016 and decreased to $2.40 million in 2017. EBIT is estimated at $2.35 million in 2018.

Balance Sheet

A pro forma balance sheet of OLB as of April 30, 2018 is presented in Exhibit 2 to this report. Pro forma total assets of OLB amounted to $14.51 million as of April 30, 2018. Pro forma current assets, as of April 30, 2018, amounted to $1.50 million and consisted solely of cash and cash equivalents.

Pro forma current liabilities, as of April 30, 2018, amounted to $93,000 and consisted of accounts payable of $90,000 and accrued expenses and other current liabilities of $3,000. Based upon the pro forma current assets and pro forma current liabilities, the net working capital (excluding current debt) of OLB, as of April 30, 2018, amounted to $1.41 million.

The net property and equipment acquired in the Excel Corporation transaction is estimated at $100,000 and the goodwill and customer relationships value is estimated at $12.40 million. Capitalized software of OLB has a net book value of $5,000 and capitalized acquisition costs are estimated at $500,000.

Pro forma long-term liabilities, as of April 30, 2018, amounted to $9.50 million and consisted solely of long-term debt. Accordingly, the pro forma book value of stockholders' equity, as of April 30, 2018, amounted to $4.91 million.

Valuation

Market Approach

The Market Approach compares the entity being appraised with similar companies that have recently sold or with companies that are publicly traded. The value of the entity is estimated from the various multiples developed from those sales or from the comparable public companies which are then applied to the respective earnings of the subject. The primary criteria for selecting comparables include similarities in lines of business and other relevant factors such as size, profitability, leverage, growth prospects and risk.

Corporate Valuation Advisors, Inc.

OLB Group, Inc.

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Sales Transactions

We conducted an investigation as to the recent acquisition of companies in the financial advisory or related industries. That investigation resulted in the identification of 12 acquisitions involving comparable companies. The identified transactions are shown on Exhibit 3 to this report. Given (i) the age of the transactions identified, (ii) the limited financial information available on the companies which sold and (iii) the wide variation of valuation multiples indicated by these transactions, we have relied primarily upon the multiples indicated by our public market analysis for purposes of determining the business enterprise value under the Market Approach.

Public Market Analysis

We have identified seven publicly traded companies for the purpose of conducting a comparative evaluation with OLB. The companies selected for comparative evaluation are all engaged, to some extent, in the financial advisory or related industries.

Rarely does there exist exact comparability between the subject of the valuation and the guideline companies selected for comparative evaluation. Differences typically exist in terms of size, products, product mix and structure.

Despite the potential infirmities underlying the comparative evaluation process, it is still a valid method for formulating valuation multiples. First of all, to the extent the guideline companies are engaged in a business similar to that of OLB, investor perception as to the desirability or attractiveness of an investment in OLB can be ascertained. Secondly, multiples indicated by the publicly traded guideline companies can be adjusted to reflect the economic advantages or disadvantages of OLB on a comparative basis.

The seven publicly traded guideline companies selected for comparative evaluation with OLB are summarized below:

●

Shopify, Inc.: – This company is engaged in providing a cloud-based multi-channel commerce platform for small and medium-sized businesses in Canada, the U.S., the United Kingdom, Australia and internationally. The platform of the company gives merchants the ability to manage products and inventory, process orders and payments, ship orders, build customer relationships, leverage analytics and reporting and access financing. The stock of Shopify, Inc. is traded on the Toronto Stock Exchange and closed at the equivalent of $133.94 per share on April 30, 2018.

●

Evertec, Inc.: – This company is engaged in processing credit, debit, EBT and other transactions for merchants. In addition, the company owns and operates an electronic payment network that supports 4,100 ATMs and 104,000 point-of-sale terminals. Other services offered by the company include bank processing, technology outsourcing and cash management services to financial institutions, companies and governments. The stock of Evertec, Inc. is traded on the New York Stock Exchange and closed at $18.25 per share on April 30, 2018.

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OLB Group, Inc.

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●

Square, Inc.: – This company is engaged in providing payment and point-of-sale solutions in the U.S. and internationally. The company is primarily engaged in providing point-of-sale software and hardware to enable mobile and computer devices into payment and point-of-sale solutions. The card readers of the company attach to smartphones and tablets, providing a business with a low-cost point-of-sale option. Software of the company handles the backend of the transaction, making sure accounts square up between the merchant, the card company, the bank and the consumer. The stock of Square, Inc. is traded on the New York Stock Exchange and closed at $47.34 per share on April 30, 2018.

●

First Data Corporation: – This firm is engaged in providing a variety of secure funds transfer and related services. These services include credit card payment processing, fraud protection and authentication, check guarantee, electronic bill payment management and point-of-sale services. The company serves approximately six million merchants and 4,000 card issuers in 100 countries. The stock of First Data Corporation is traded on the New York Stock Exchange and closed at $18.10 per share on April 30, 2018.

●

Total System Services, Inc.: – This company is engaged in providing credit authorization, payment processing, e-commerce services, card issuance and fraud monitoring. The firm also provides merchant services to customers in the U.S. Customers of the company include financial institutions and other companies that issue bank, private-label, prepaid and other types of cards. The stock of Total System Services, Inc. is traded on the New York Stock Exchange and closed at $84.06 per share on April 30, 2018.

●

Global Payments, Inc.: – This company provides credit and debit card processing, check authorization and other electronic payment processing services. Approximately 2.5 million merchant and business locations are served worldwide. Customers of the company are engaged in the retail, financial institution, government and gaming industries. The stock of Global Payments, Inc. is traded on the New York Stock Exchange and closed at $113.05 per share on April 30, 2018.

●

Worldpay, Inc.: – This company is engaged in providing payment processing between merchants and customers and their banks. The firm also handles PIN transactions, fraud detection and management and credit card issuing for financial institutions. Merchants of the company include retailers, grocers, pharmacies, restaurants and small to mid-sized banks and credit unions. The stock of Worldpay, Inc. is traded on the New York Stock Exchange and closed at $81.22 per share on April 30, 2018.

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OLB Group, Inc.

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The above companies have latest trailing twelve-month revenues ranging from $407.14 million to $12.05 billion. The minority equity value of these companies range from $1.32 billion to $18.00 billion. Market and financial data on these companies is presented as Exhibit 4 and Exhibit 5 to this report. The financial data on these companies was obtained from their 10K and 10Q filings with the Securities and Exchange Commission ("SEC") and/or their web site.

In using the Market Approach, we have applied business enterprise multiples to the 2017 revenues, EBIT and EBITDA of the Company. In addition, a market derived total asset multiple was applied to the April 30, 2017 pro forma total assets of the Company. Business enterprise multiples, determined by adding interest bearing debt to the market value of equity, are intended to reduce the bias which might otherwise result from a comparison of firms where there is a substantial variation in leverage.

Based upon the financial data shown on Exhibit 4 and Exhibit 5 to this report, we formulated valuation multiples which we applied to the appropriate segment of the earnings stream of OLB.

Multiples for each of the guideline companies are shown below:

Market Multiples
Guideline Company	EBIT		EBITDA		Revenues		Total Assets
Shopify, Inc.		2,229,672.62		572.00		19.87		12.01
Evertec, Inc.		16.59		10.70		4.76		2.15
Square, Inc.		81.69		66.90		6.22		6.30
First Data Corporation		13.14		8.73		2.32		0.58
Total System Services, Inc.		23.68		15.57		3.75		2.92
Global Payments, Inc.		38.95		22.20		5.86		1.79
Worldpay, Inc.		35.39		22.70		5.00		2.33
High (1)		38.95		22.70		5.86		2.92
Low (1)		13.14		8.73		2.32		0.58
Average (1)		25.55		15.98		4.34		1.95

(1) Excludes Shopify, Inc. and Square, Inc. due to outlier multiples.

In applying multiples to the 2017 revenues, EBIT, EBITDA and the April 30, 2018 pro forma total assets of OLB, we have made adjustments to the EBIT, revenues and total asset multiples to reflect the differences in depreciation and amortization expense, profit margins and return on assets of OLB as compared to the guideline companies. The adjustments made to each multiple and a summary of the selected multiples are shown below:

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OLB Group, Inc.

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Selected Market Multiples
	EBIT			EBITDA			Revenues			Total Assets
Average Multiple		25.55			15.98			4.34			1.95
Subject Earnings Ratios
EBIT/EBITDA		82.8	%
EBITDA/Revenues								19.5	%
EBITDA/Total Assets											20.0	%
Guideline Average Earnings Ratios
EBIT/EBITDA		63.6	%
EBITDA/Revenues								28.7	%
EBITDA/Total Assets											12.7	%
Earnings Adjustment		76.8	%		100.0	%		67.8	%		156.8	%
Adjusted Multiple (Rounded)		19.75			16.00			2.95			3.05

Based upon the application of the above described multiples, business enterprise value indications for OLB range from $43.96 million to $47.40 million, as shown below:

Guideline Public Company Market Approach

Valuation Measure ($000)	Earnings Base		Multiple Selected		Business Enterprise Value
EBIT		2,400		19.75		47,400
EBITDA		2,900		16.00		46,400
Revenues		14,900		2.95		43,955
Total Assets		14,506		3.05		44,243

The mean and median value indications are $45.50 million and $45.32 million, respectively.

Income Approach

In applying the Income Approach, a discounted cash flow technique was employed. This valuation method begins with a net sales and expense forecast which is used to develop a pro forma cash flow statement. For purposes of this study, we have relied upon projections prepared by management for the three, one-year periods ending December 31, 2020. We have extended the projections for an additional four, one-year periods ending December 31, 2024 based upon the projected trend in net sales and earnings of OLB.

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The discounted cash flow technique has two value components. The first equals the sum of the present value of the cash flows over the seven-year period. Mid-year discounting was used to reflect the continuous income generation throughout the year. The terminal value equals the present value of the projected cash flow in the terminal period, capitalized into perpetuity at an appropriate discount rate less the terminal growth rate. The terminal value reflects the ongoing potential of the business.

Available cash flows are typically equal to the sum of net income plus depreciation, less capital expenditures and working capital requirements.

The discount rate affects the business enterprise value. This rate, an approximation of the cost of capital, is used to determine the present value of the cash flow streams. A company's cost of capital is equal to the weighted average of its after-tax cost of debt and equity.

The cost of capital varies with differences in financial and operating risk. In order to determine the appropriate cost of capital, we need to estimate three components. These three components are the cost of debt, the cost of equity and the capital structure. It is our opinion that the cost of debt for OLB is approximated by the rate for Baa bonds as surveyed by Moody's Investors Service, Inc. This rate reflects the cost of debt for companies of comparable risk and size. Since all economic decisions are based on an after-tax basis, the cost of debt is adjusted through the following equation:

	Rd	= B x (1-t)
		= 4.74% x .74
		= 3.51%
Where:
	Rd	= After-Tax Cost of Debt
	B	= Moody's Baa Bond Rate on 4/30/18
	t	= Tax Rate (26%)

The cost of equity is also consistent with particular risk levels. To determine the appropriate risk level, we have considered the average returns for the Standard and Poor's 500 adjusted for industry risk using beta. Beta is a measure of correlation between a particular security and the representative equity market ( Standard and Poor's 500 ). For example, a security with a beta of 1 has a risk level equal to the market, a beta of .5 has a risk level less than the market and a beta of 2 reflects a risk level greater than the market.

Average beta values for the guideline companies relied upon under the Market Approach range from 0.59 to 4.21 with a mean beta of 1.59. We have unlevered the guideline company betas to eliminate the impact of their capital structures. The unlevered betas were then relevered to account for the capital structure (discussed below) of OLB which resulted in an adjusted beta of 1.60. As such, a beta of 1.60 (rounded) was selected for OLB.

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Using the above beta, the equity risk premium, the small company risk premium and the risk-free rate, an overall equity return is estimated. In estimating the equity risk premium, we relied upon historical data published in the 2017 Guide to Cost of Capital by Duff & Phelps, LLC. Based on this information, we concluded that the equity risk premium is equal to 5.97%. The size of the equity risk premium is equal to the average annualized total return on equity investments in excess of the average annualized bond yield on long-term government bonds over the period January, 1926 to December, 2016.

In order to estimate the small company risk premium, we again relied upon historical data published in the 2017 Guide to Cost of Capital by Duff & Phelps, LLC. The expected risk premium for a company with a market capitalization less than $262.89 million is 5.59%. Based on this information, we added a small company risk premium of 5.59%.

The risk-free rate has been estimated as the yield on 20-year treasury bonds as of April 30, 2018. That yield is indicated at 3.01%.

The equation shown below quantifies the cost of equity:

	Re	= Rf + (ERP x Beta) + SCRP
		= 3.01% + (5.97% x 1.60) + 5.59%
		= 18.15%
Where:
	Re	= Equity Return
	Rf	= Risk-Free Return (20-year Treasury Bond)
	ERP	= Equity Risk Premium
	SCRP	= Small Company Risk Premium

The capital structure is the basis for weighting the combination of equity and debt costs. The capital structure of the seven guideline companies used in the Market Approach ranges from 0% debt to 68.7% debt with a mean capital structure consisting of 24.5% debt. Accordingly, we have selected a capital structure for OLB consisting of 25% debt and 75% equity.

All components necessary to compute the cost of capital are available. The equation and computations for determining the weighted average cost of capital are shown below:

	Rc	= (Wd x Rd) + (We x Re)
		= (.25 x 3.51%) + (.75 x 18.15%)
		= 14.49%
Where:
	Rc	= Weighted Cost of Capital
	Wd	= Weighting of Debt
	Rd	= Cost of Debt
	We	= Weighting of Equity
	Re	= Cost of Equity

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As shown above, the indicated weighted cost of capital or the discount rate is 14.49% which we have rounded to 14.50%. The development of our weighted cost of capital is shown as Exhibit 6 to this report.

Our discounted cash flow model begins with a net sales and expense forecast based upon management and CVA's projections. Again, the cash flow projections are based upon the three, one-year periods ending December 31, 2020 as provided by management. We have extended the projections for an additional four, one-year periods ending December 31, 2024 based upon the projected trend in net sales and earnings of OLB.

Revenues – Revenues are estimated at $12.19 million in 2018. Revenues are projected to increase in each subsequent year of the projection period to $48.20 million in 2024.

Cost of Revenues – Cost of revenues is estimated at $8.45 million or 69.4% of revenues in 2018. Cost of revenues is projected to increase in each subsequent year of the projection period to $32.56 million or 67.5% of revenues in 2024.

Total Operating Expenses – Total operating expenses are estimated at $2.08 million or 17.06% of revenues in 2018. Total operating expenses are projected to decrease to $1.58 million or 10.37% of revenues in 2019 and increase in each subsequent year of the projection period to $3.30 million or 6.84% of revenues in 2024.

Depreciation and Amortization Expense – Depreciation and amortization expense is estimated at $63,000 or 0.52% of revenues in 2018. Depreciation and amortization expense is projected to vary in each subsequent year of the projection period and amount to $86,000 or 0.18% of revenues in 2024.

Residual Portfolio Amortization Expense – Residual portfolio amortization expense is estimated at $363,000 in 2018. Residual portfolio amortization expense is projected to remain at $363,000 in each of 2019 and 2020. Residual portfolio amortization expense is projected to increase to $460,000 in 2021 and further increase in each subsequent year of the projection period to $660,000 in 2024.

Tax Provision – Estimated at 15.42% of pretax income in 2018, as the Company utilizes its Net Operating Loss Carry Forwards ("NOL'S"). The tax provision is projected to increase to 20.51% in 2019, 22.63% in 2020, 23.72% in 2021, 24.30% in 2022, 24.66% in 2023, 24.88% in 2024 and 24.81% in the terminal period.

Corporate Valuation Advisors, Inc.

OLB Group, Inc.

Page 14

Capital Expenditures – Future capital expenditure requirements are estimated at $70,000 in 2018 and in each remaining year of the projection period.

Working Capital – Future working capital requirements of OLB are projected at 5% of the incremental increase in revenues.

The pro forma cash flow for OLB is presented as Exhibit 6 to this report and indicates a present value for the interim cash flows of $19.01 million.

The terminal value of OLB has been estimated through use of the Gordon Growth Model. This model estimates a terminal value through the capitalization of a stabilized amount that is assumed to grow annually at a constant growth rate. This model is expressed as follows:

	TV	= (E _o x (1 + g))/ (r – g)
Where:
	TV	= Terminal Value
	E _o	= Stabilized Earnings Stream
	g	= Constant Growth Rate
	r	= Discount Rate

Assumptions required under the Gordon Growth Model include an estimate of the future stabilized earnings stream and the constant earnings growth rate. Referring to Exhibit 7, the column labeled "Terminal Period" presents the stabilized, debt-free, net cash flow stream used in our calculation. The constant growth rate is estimated at 4.0%.

Based upon a 4.0% earnings growth rate, the growth enhanced earnings stream is then capitalized into perpetuity at "r – g", or 10.5% (14.5% - 4.0%) in order to provide a terminal value of OLB at the end of 2024. The indicated future value of OLB is then discounted to present value using a 14.5% discount rate. The calculations employed to estimate the terminal value of OLB are summarized below:

Terminal Value
Growth Enhanced Earnings Stream	$	6,494,000
Capitalization Rate @ 10.5%		.105
Value at End of 2024	$	61,848,000
Present Value Factor @ 14.5%		0.43360836
Present Value of Terminal	$	26,818,000

Additionally, we have calculated the present value of the remaining tax depreciation benefits which extend beyond the projection period for tax purposes. The present value of these benefits are added to the present value of the sum of the seven-year interim cash flows and the present value of the terminal value in order to determine the total business enterprise value of OLB. The present value of the terminal tax depreciation benefits related to the fixed assets is indicated at $10,000.

Corporate Valuation Advisors, Inc.

OLB Group, Inc.

Page 15

Adding the present value of the sum of the seven-year cash flows, the present value of the terminal and the present value of the future tax depreciation benefits results in a business enterprise value of $45.84 million for OLB, as shown below:

Income Approach Conclusion
Present Value of Seven-Year Cash Flows	$	19,009,000
Present Value of Terminal		26,818,000
Present Value of Remaining Tax Depreciation Benefits		10,000
Business Enterprise Value	$	45,837,000

Conclusion

The valuation of the business enterprise of OLB has considered both the Market and Income Approaches. The guideline public company Market Approach produced mean and median business enterprise values of $45.50 million and $45.32 million, respectively. The Income Approach was based upon the use of a discounted pro forma cash flow model and produced a business enterprise value indication of $45.84 million.

We have applied equal weightings to each of the values indicated under each of the Market and Income Approaches. Based upon this weighting, we have concluded a business enterprise value of $46.00 million (rounded) for OLB. Deducting long term debt of $12.5 million and other liabilities of OLB of $87,000 results in an equity value of $33.41 million for the Company.

Corporate Valuation Advisors, Inc.

OLB Group, Inc.

Page 16

VALUATION OF OMNISOFT

Financial Review

OmniSoft reports its operating results on a calendar year basis. We have been provided with the estimated income statement for the one-year period ending December 31, 2018 and the projected income statements for the two, one-year periods ending December 31, 2020, as prepared by management. We have extended the projected income statements for an additional four, one-year periods ending December 31, 2024 based upon the projected trend in revenues and earnings of OmniSoft.

The estimated 2018 through projected 2024 income statements for OmniSoft are presented as Exhibit 7 to this report.

Income Statement

Revenues are estimated at $500,000 in 2018 and are projected to increase to $2.11 million in 2019. Cost of revenues is estimated at $0 in each year.

Total operating expenses are estimated at $85,000 or 17.06% of revenues in 2018. Total operating expenses are projected at $219,000 or 10.37% of revenues in 2019.

Subtracting total operating expenses from gross profit results in EBITDA. EBITDA is estimated at $415,000 in 2018 and projected at $1.89 million in 2019.

Depreciation expense is estimated at $4,000 in 2018 and is projected to increase to $8,000 in 2019.

Subtracting depreciation expense from EBITDA results in EBIT. EBIT is estimated at $411,000 in 2018 and is projected at $1.89 million in 2019.

Valuation

Market Approach

As previously discussed, the Market Approach compares the entity being appraised with similar companies that have recently sold or with companies that are publicly traded. The value of the entity is estimated from the various multiples developed from those sales or from the comparable public companies which are then applied to the respective earnings of the subject. The primary criteria for selecting comparables include similarities in lines of business and other relevant factors such as size, profitability, leverage, growth prospects and risk.

Corporate Valuation Advisors, Inc.

OLB Group, Inc.

Page 17

Sales Transactions

Public Market Analysis

In valuing OmniSoft under the Market Approach, we have relied upon the same guideline companies as were used in the valuation of OLB. This information is presented as Exhibit 4 to this report.

In using the Market Approach, we have applied business enterprise multiples to the projected 2019 revenues, EBIT and EBITDA of OmniSoft.

Based upon the financial data shown on Exhibit 4 to this report, we formulated valuation multiples which we applied to the appropriate segment of the earnings stream of OmniSoft.

Multiples for each of the guideline companies are shown below:

Market Multiples
Guideline Company	EBIT		EBITDA		Revenues
Shopify, Inc.		2,229,672.62		572.00		19.87
Evertec, Inc.		16.59		10.70		4.76
Square, Inc.		81.69		66.90		6.22
First Data Corporation		13.14		8.73		2.32
Total System Services, Inc.		23.68		15.57		3.75
Global Payments, Inc.		38.95		22.20		5.86
Worldpay, Inc.		35.39		22.70		5.00
High (1)		38.95		22.70		5.86
Low (1)		13.14		8.73		2.32
Average (1)		25.55		15.98		4.34

(1) Excludes Shopify, Inc. and Square, Inc. due to outlier multiples.

Corporate Valuation Advisors, Inc.

OLB Group, Inc.

Page 18

In applying multiples to the projected 2019 revenues, EBIT and EBITDA of OmniSoft, we have made adjustments to the EBIT and revenues multiples to reflect the differences in depreciation and amortization expense and profit margins of OmniSoft as compared to the guideline companies. The adjustments made to each multiple and a summary of the selected multiples are shown below:

Selected Market Multiples
	EBIT			EBITDA			Revenues
Average Multiple		25.55			15.98			4.34
Subject Earnings Ratios
EBIT/EBITDA		99.6	%
EBITDA/Revenues								89.6	%
Guideline Average Earnings Ratios
EBIT/EBITDA		63.6	%
EBITDA/Revenues								28.7	%
Earnings Adjustment		63.9	%		100.0	%		312.2	%
Adjusted Multiple (Rounded)		16.30			16.00			13.55

We have applied a present value factor of 0.7890 to the value indications derived under the projected 2019 approach using the 14.5% discount rate applied under the Income Approach (discussed later).

Based upon the application of the above described multiples and the present value factor, business enterprise value indications for OmniSoft range from $22.59 million to $24.25 million, as shown below:

Guideline Public Company Market Approach

Valuation Measure ($000)	Earnings Base		Multiple Selected		Indicated Value		Present Value Factor @ 14.50%		Business Enterprise Value
EBIT		1,885		16.30		30,732		0.7890		24,248
EBITDA		1,894		16.00		30,301		0.7890		23,908
Revenues		2,113		13.55		28,631		0.7890		22,591

The mean and median value indications are $23.58 million and $23.91 million, respectively.

Income Approach

The Income Approach is based upon a seven-year discounted cash flow projection for OmniSoft. We have been provided with the projected income statements for the three, one-year periods ending December 31, 2020, as prepared by management. We have extended the projections for an additional four, one-year periods ending December 31, 2024 based upon the projected trend in revenues and earnings of OmniSoft.

Corporate Valuation Advisors, Inc.

OLB Group, Inc.

Page 19

Our estimation of the discount rate uses the same cost of capital formula which was previously discussed in connection with our valuation of OLB. The principal assumptions underlying the estimation of the discount rate for OmniSoft are as follows:

Discount Rate Assumptions
20 Yr. Bond	3.01	%
Baa Bond	4.74	%
Debt%	25.0	%
Equity%	75.0	%
Tax Rate	26.0	%
Equity Risk Premium (ERP)	5.97	%
Micro Cap Risk Premium	5.59	%
Beta	1.60

Based upon the above assumptions, the discount rate is estimated at 14.50%.

Key assumptions involved in our cash flow model are outlined below:

Revenues – Revenues are estimated at $500,000 in 2018. Revenues are projected to increase in each subsequent year of the projection period to $4.71 million in 2024.

Total Operating Expenses – Total operating expenses are estimated at $85,000 or 17.06% of revenues in 2018. Total operating expenses are projected to increase to $219,000 or 10.37% of revenues in 2019. Total operating expenses are projected to decrease to $205,000 or 6.99% of revenues in 2020. Total operating expenses are projected to increase in each subsequent year of the projection period to $405,000 or 8.60% of revenues in 2024.

Depreciation and Amortization Expense – Depreciation and amortization expense is estimated at $4,000 or 0.80% of revenues in 2018. Depreciation and amortization expense is projected to vary in each subsequent year of the projection period and amount to $10,000 or 0.21% of revenues in 2024.

Tax Provision – Future taxes have been projected at 26.0% of pretax income in each year of the projection period.

Capital Expenditures – Future capital expenditure requirements are estimated at $10,000 in 2018 and in each remaining year of the projection period.

Working Capital – Future working capital requirements of OmniSoft are projected at 5% of the incremental increase in revenues.

The pro forma cash flow for OmniSoft is presented as Exhibit 7 to this report and indicates a present value for the interim cash flows of $8.83 million.

Corporate Valuation Advisors, Inc.

OLB Group, Inc.

Page 20

We again utilized the Gordon Growth Model assuming a 4.0% terminal growth rate in order to estimate the terminal value of OmniSoft. Based upon a 4.0% earnings growth rate, the growth enhanced earnings stream is then capitalized into perpetuity at "r – g", or 10.5% (14.5% - 4.0%) in order to provide a terminal value of OmniSoft at the end of 2024. The indicated future value of OmniSoft is then discounted to present value using a 14.5% discount rate. The calculations employed to estimate the terminal value of OmniSoft are summarized below:

Terminal Value
Growth Enhanced Earnings Stream	$	3,013,000
Capitalization Rate @ 10.5%		.105
Value at End of 2024	$	28,695,000
Present Value Factor @ 14.5%		0.43360836
Present Value of Terminal	$	12,442,000

Additionally, we have calculated the present value of the remaining tax depreciation benefits which extend beyond the projection period for tax purposes. The present value of these benefits are added to the present value of the sum of the seven-year interim cash flows and the present value of the terminal value in order to determine the total business enterprise value of OmniSoft. The present value of the terminal tax depreciation benefits related to the fixed assets is indicated at $1,000.

Income Approach Conclusion
Present Value of Seven-Year Cash Flows	$	8,828,000
Present Value of Terminal		12,442,000
Present Value of Remaining Tax Depreciation Benefits		1,000
Business Enterprise Value	$	21,272,000

Conclusion

The valuation of the business enterprise of OmniSoft has considered both the Market and Income Approaches. The guideline public company Market Approach produced mean and median business enterprise values of $23.58 million and $23.91 million, respectively. The Income Approach was based upon the use of a discounted pro forma cash flow model and produced a business enterprise value indication of $21.27 million.

We have applied equal weightings of 50% to each of the values indicated under each of the Market and Income Approaches. Based upon this weighting, we have concluded a business enterprise value of $22.00 million (rounded) for OmniSoft.

Corporate Valuation Advisors, Inc.

OLB Group, Inc.

Page 21

CROWDPAY VALUATION

Financial Review

CrowdPay reports its operating results on a calendar year basis. We have been provided with the estimated income statement for the one-year period ending December 31, 2018 and the projected income statements for the two, one-year periods ending December 31, 2020, as prepared by management. We have extended the projected income statements for an additional four, one-year periods ending December 31, 2024 based upon the projected trend in net sales and earnings of CrowdPay.

The estimated 2018 through projected 2024 income statements for CrowdPay are presented as Exhibit 8 to this report.

Income Statement

Revenues are estimated at $1.50 million in 2018 and are projected to increase to $4.77 million in 2019.

Cost of revenues are estimated at $523,000 in 2018 and are projected to increase to $1.67 million in 2019.

Subtracting cost of revenues from revenues results in gross profit. Gross profit is estimated at $972,000 in 2018 and is projected at $3.10 million in 2019.

Total operating expenses are estimated at $255,000 or 17.06% of revenues in 2018. Total operating expenses are projected at $495,000 or 10.37% of revenues in 2019.

Subtracting total operating expenses from gross profit results in EBITDA. EBITDA is estimated at $717,000 in 2018 and projected at $2.60 million in 2019.

Depreciation expense is estimated at $8,000 in 2018 and is projected to increase to $17,000 in 2019.

Subtracting depreciation expense from EBITDA results in EBIT. EBIT is estimated at $709,000 in 2018 and is projected at $2.59 million in 2019.

Valuation

Market Approach

Corporate Valuation Advisors, Inc.

OLB Group, Inc.

Page 22

Sales Transactions

Public Market Analysis

In valuing CrowdPay under the Market Approach, we have relied upon the same guideline companies as were used in the valuation of each of OLB and OmniSoft. This information is presented as Exhibit 4 to this report.

Based upon the financial data shown on Exhibit 4 to this report, we formulated valuation multiples which we applied to the appropriate segment of the earnings stream of CrowdPay.

Multiples for each of the guideline companies are shown below:

Market Multiples
Guideline Company	EBIT		EBITDA		Revenues
Shopify, Inc.		2,229,672.62		572.00		19.87
Evertec, Inc.		16.59		10.70		4.76
Square, Inc.		81.69		66.90		6.22
First Data Corporation		13.14		8.73		2.32
Total System Services, Inc.		23.68		15.57		3.75
Global Payments, Inc.		38.95		22.20		5.86
Worldpay, Inc.		35.39		22.70		5.00
High (1)		38.95		22.70		5.86
Low (1)		13.14		8.73		2.32
Average (1)		25.55		15.98		4.34

(1) Excludes Shopify, Inc. and Square, Inc. due to outlier multiples.

Corporate Valuation Advisors, Inc.

OLB Group, Inc.

Page 23

In applying multiples to the projected 2019 revenues, EBIT and EBITDA of OmniSoft, we have made adjustments to the EBIT and revenues multiples to reflect the differences in depreciation and amortization expense and profit margins of CrowdPay as compared to the guideline companies. The adjustments made to each multiple and a summary of the selected multiples are shown below:

Selected Market Multiples
	EBIT			EBITDA			Revenues
Adjusted Multiple		25.55			15.98			4.34
Subject Earnings Ratios
EBIT/EBITDA		99.4	%
EBITDA/Revenues								54.6	%
Guideline Average Earnings Ratios
EBIT/EBITDA		63.6	%
EBITDA/Revenues								28.7	%
Earnings Adjustment		64.0	%		100.0	%		190.3	%
Adjusted Multiple (Rounded)		16.50			16.00			8.25

We have applied a present value factor of 0.7890 to the value indications derived under the projected 2019 approach using the 14.5% discount rate applied under the Income Approach (discussed later in this report).

Based upon the application of the above described multiples and the present value factor, business enterprise value indications for CrowdPay range from $31.03 million to $33.69 million, as shown below:

Guideline Public Company Market Approach

Valuation Measure ($000)	Earnings Base		Multiple Selected		Indicated Value		Present Value Factor @ 14.50%		Business Enterprise Value
EBIT		2,588		16.50		42,696		0.7890		33,688
EBITDA		2,604		16.00		41,671		0.7890		32,880
Revenues		4,767		8.25		39,328		0.7890		31,031

The mean and median value indications are $32.53 million and $32.88 million, respectively.

Corporate Valuation Advisors, Inc.

OLB Group, Inc.

Page 24

Income Approach

The Income Approach is based upon a seven-year discounted cash flow projection for CrowdPay. We have been provided with the projected income statements for the three, one-year periods ending December 31, 2020, as prepared by management. We have extended the projections for an additional four, one-year periods ending December 31, 2024 based upon the projected trend in revenues and earnings of CrowdPay. Our estimation of the discount rate uses the same cost of capital formula which was previously discussed in connection with our valuation of OLB. The principal assumptions underlying the estimation of the discount rate for CrowdPay are as follows:

Discount Rate Assumptions

20 Yr. Bond	3.01	%
Baa Bond	4.74	%
Debt%	25.0	%
Equity%	75.0	%
Tax Rate	26.0	%
Equity Risk Premium (ERP)	5.97	%
Micro Cap Risk Premium	5.59	%
Beta	1.60

Based upon the above assumptions, the discount rate is estimated at 14.50%.

Key assumptions involved in our cash flow model are outlined below:

Revenues – Revenues are estimated at $1.50 million in 2018. Revenues are projected to increase in each subsequent year of the projection period to $12.37 million in 2024.

Cost of Revenues – Cost of revenues is estimated at $523,000 or 34.98% of revenues in 2018. Cost of revenues is projected to increase in each subsequent year of the projection period to $4.00 million or 32.33% of revenues in 2024.

Total Operating Expenses – Total operating expenses are estimated at $255,000 or 17.06% of revenues in 2018. Total operating expenses are projected to increase to $495,000 or 10.37% of revenues in 2019 and decrease to $439,000 or 6.99% of revenues in 2020. Total operating expenses are projected to increase in each subsequent year of the projection period to $866,000 or 7.00% of revenues in 2024.

Depreciation and Amortization Expense – Depreciation and amortization expense is estimated at $8,000 or 0.54% of revenues in 2018. Depreciation and amortization expense is projected to vary in each subsequent year of the projection period and amount to $20,000 or 0.16% of revenues in 2024.

Tax Provision – Future taxes have been projected at 26.0% of pretax income in each year of the projection period.

Capital Expenditures – Future capital expenditure requirements are estimated at $20,000 in 2018 and in each remaining year of the projection period.

Working Capital – Future working capital requirements of CrowdPay are projected at 5% of the incremental increase in revenues.

The pro forma cash flow for CrowdPay is presented as Exhibit 8 to this report and indicates a present value for the interim cash flows of $13.20 million.

Corporate Valuation Advisors, Inc.

OLB Group, Inc.

Page 25

We again utilized the Gordon Growth Model assuming a 4.0% terminal growth rate to estimate the terminal value of CrowdPay. Based upon a 4.0% earnings growth rate, the growth enhanced earnings stream is then capitalized into perpetuity at "r – g", or 10.5% (14.5% - 4.0%) in order to provide a terminal value of CrowdPay at the end of 2024. The indicated future value of CrowdPay is then discounted to present value using a 14.5% discount rate. The calculations employed to estimate the terminal value of CrowdPay are summarized below:

Terminal Value

Growth Enhanced Earnings Stream	$	5,870,000
Capitalization Rate @ 10.5%		.105
Value at End of 2024	$	55,905,000
Present Value Factor @ 14.5%		0.43360836
Present Value of Terminal	$	24,241,000

Additionally, we have calculated the present value of the remaining tax depreciation benefits which extend beyond the projection period for tax purposes. The present value of these benefits are added to the present value of the sum of the seven-year interim cash flows and the present value of the terminal value in order to determine the total business enterprise value of CrowdPay. The present value of the terminal tax depreciation benefits related to the fixed assets is indicated at $3,000.

Income Approach Conclusion

Present Value of Seven-Year Cash Flows	$	13,197,000
Present Value of Terminal		24,241,000
Present Value of Remaining Tax Depreciation Benefits		3,000
Business Enterprise Value	$	37,441,000

Conclusion

The valuation of the business enterprise of CrowdPay has considered both the Market and Income Approaches. The guideline public company Market Approach produced mean and median business enterprise values of $32.53 million and $32.88 million, respectively. The Income Approach was based upon the use of a discounted pro forma cash flow model and produced a business enterprise value indication of $37.44 million.

Corporate Valuation Advisors, Inc.

OLB Group, Inc.

Page 26

MERGER CONSIDERATION AND DILUTION

The current equity value of OLB is estimated at $7.93 million based upon the 19,825,364 common shares of OLB outstanding on April 30, 2018 and its recent trading price of $.40 per share, as follows:

Indicated Value Per Share

Recent Share Trading Price	$	.40
Shares Outstanding		19,825,364
Total Equity Value of OLB	$	7,930,146

Dividing the equity values of OmniSoft and CrowdPay by the per share value of the Company’s common stock results in a total of 142.5 million shares of OLB as the fair merger consideration to the shareholders of OmniSoft and CrowdPay, as shown below:

Merger Consideration

	Equity Value		Share Price		Number of Shares
OminSoft	$	22,000,000		.40		55,000,000
CrowdPay		35,000,000		.40		87,500,000
Total Merger Consideration	$	57,000,000				142,500,000

Additional dilution will occur in the shares of OLB in connection with (i) its intention to raise $5.0 million of equity capital and (ii) certain warrants granted in connection with the $12.5 million line of credit. Dilution associated with capital raise is estimated at 12.5 million shares at the current trading price and the warrant allows for the purchase of up to 1.20 million common shares of OLB. Accordingly, the number of common shares expected to be outstanding following the mergers of OmniSoft and CrowdPay, the raising of $5.00 million of equity and the exercise of the warrants is indicated at approximately 176.03 million common shares, determined as follows:

Pro Forma Fully Diluted Shares

	Shares
Outstanding		19,825,364
New Equity		12,500,000
Warrants		1,200,000
Merger Consideration for Technology Companies		142,500,000
Pro Forma Fully Diluted Shares		176,025,364

CONCLUSION

The purpose of this valuation has been to set forth our opinion of the Fair Market Value of the total equity of each of OLB, OmniSoft and CrowdPay.

The Fair Market Value of the total equity of each of OLB, OmniSoft and CrowdPay considered the Market and Income Approaches. A summary of the value indications under the two approaches, their business enterprise values and their total equity values are shown below:

Valuation Summary

($000)	Market Approach	Income Approach	Business Enterprise Value	Equity Value
OLB/Excel	45,500	45,837	46,000	33,413
OmniSoft	23,582	21,272	22,000	22,000
CrowdPay	32,533	37,441	35,000	35,000
Total Value			103,000	90,413

Corporate Valuation Advisors, Inc.

LIMITING FACTORS AND ASSUMPTIONS

In accordance with recognized professional ethics, the professional fee for this service is not contingent upon our conclusion of value.

The opinion of value expressed herein is valid only for the stated purpose as of the date of the appraisal.

Financial statements and other related information provided by the subject Company or its representatives in the course of this investigation have been accepted, without further verification, as fully and correctly reflecting the Company's business conditions and operating results for the respective periods, except as specifically noted herein.

Public information and industry and statistical information has been obtained from sources we deem to be reliable; however, we make no representation as to the accuracy or completeness of such information, and have accepted the information without further verification.

The conclusions of value are based upon the assumption that the current level of management expertise and effectiveness would continue to be maintained and that the character and integrity of the enterprise through any sale, reorganization, exchange, or diminution of the owner's participation would not be materially or significantly changed.

This report and the conclusions arrived at herein are for the exclusive use of our client for the sole and specific purposes as noted herein. Furthermore, the report and conclusions are not intended by the author, and should not be construed by the reader, to be investment advice in any manner whatsoever. The conclusions reached herein represent the considered opinion of CORPORATE VALUATION ADVISORS, INC., based upon information furnished to them by the Company and other sources.

Neither all nor any part of the contents of this report (especially any conclusions as to value, the identity of any appraiser or appraisers, or the firm with which such appraisers are connected, or any reference to any of their professional designations) should be disseminated to the public through advertising media, public relations, news media, sales media, mail, direct transmittal, or any other public means of communications, without the prior written consent and approval of CORPORATE VALUATION ADVISORS, INC.

It is expressly stated that the scope of our appraisal did not include any investigation of any environmental matters or the negative impact on value which may exist as a result of any existing or future actions brought by any third party relating to such matters.

Corporate Valuation Advisors, Inc.

APPRAISAL CERTIFICATE

I certify that, to the best of my knowledge and belief:

●

The statements of fact contained in this report are true and correct.

●

The report analyses, opinions and conclusions are limited only by the reported assumptions and limiting conditions, and are my personal, unbiased professional analyses, opinions and conclusions.

●

I have no present or prospective interest in the property that is the subject of this report, and I have no personal interest with respect to the parties involved.

●

I have performed prior valuation services regarding the property that is the subject of this report within the past three years immediately preceding this assignment.

●

I have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment.

●

My engagement in this assignment was not contingent upon developing or reporting predetermined results.

●

My compensation for completing this assignment is not contingent upon the reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal.

●

My analyses, opinions and conclusions were developed, and this report has been prepared, in conformity with the Uniform Standards of Professional Appraisal Practice.

●

I have not made a personal inspection of the property that is the subject of this report.

●

Brad Carlson, ASA, BV/IA, Erik M. Faber and Fred W. Lindenstruth provided significant business and/or intangible asset appraisal assistance to the person signing this certification.

		/s/ James W. Volkman
		James W. Volkman, AM
		Date: 5/8/18

Corporate Valuation Advisors, Inc.

Professional Qualifications

Corporate Valuation Advisors, Inc.

James W. Volkman, AM

Managing Director

Corporate Valuation Advisors, Inc.

jvolkman@corporatevaluationadvisors.com

Professional

Experience

1988-Present

1986-1988

1978 to 1986

Founder, Managing Director and Principal Shareholder,

Corporate Valuation Advisors, Inc.

Manager, Strategis Asset Valuation & Management Company, Inc.

Assistant Vice President, Valuation Research Corporation

Academic

Credentials

University of Wisconsin

Bachelor of Science Degree

Master Degree in Finance

Accreditations

Accredited Member of the American Society of Appraisers ("AM") designated in Business Valuation

Professional

Experience

Considerable experience in the following areas:

● Fairness Opinions

● Solvency Opinions

● Restructurings and Recapitalizations

● Intellectual Property

● Stock, Options and Other Equity Securities

● Estate Planning

Corporate Valuation Advisors, Inc.

Exhibits

Corporate Valuation Advisors, Inc.

Exhibit 1

OLB Group, Inc./Excel Corporation

Pro Forma Comparative Income Statements

For Years Ending December 31,

($000)

	Estimated
	2018		2018		2017		2017		2016		2016		2015		2015		2014			2014
			(%)				(%)				(%)				(%)					(%)

Revenues		14,181		100.0		14,900		100.0		17,115		100.0		5,629		100.0		9,565			100.0
Cost of Revenues		8,976		63.3		5,513		37.0		0		0.0		0		0.0		1,422			14.9

Gross Profit		5,205		36.7		9,387		63.0		17,115		100.0		5,629		100.0		8,143			85.1
Total Operating Expense		2,419		17.1		6,487		43.5		13,807		80.7		3,482		61.9		11,088			115.9

EBITDA		2,786		19.6		2,900		19.5		3,308		19.3		2,147		38.1		(2,945	)		-30.8
Depreciation		438		0.5		500		3.4		485		2.8		143		2.5		76			0.8
Amortization		0		0.0		0		0.0		0		0.0		0		0.0		0			0.0

EBIT		2,348		19.1		2,400		16.1		2,823		16.5		2,004		35.6		(3,021	)		-31.6

Exhibit 2

OLB Group, Inc./Excel Corporation

Pro Forma Balance Sheet

As of April 30, 2018

($000)

						Omnisoft &
	OLB Grp.*			Excel		Crowdpay		Financing**			Combined
													(%)
Assets
Current Assets
Cash & Cash Equivalents		1			0		0		1,500			1,501		10.35
Accounts Receivable		0			0		0		0			0		0.00
Inventories		0			0		0		0			0		0.00
Prepaid Expenses & Other Current Assets		0			0		0		0			0		0.00
Total Current Assets		1			0		0		1,500			1,501		10.35

Net Property & Equipment		0			100		0		0			100		0.69
Goodwill/Customer Relationships		0			12,400		0		0			12,400		85.48
Intangibles - Software		5			0		0		0			5		0.03
Deposits & Other Assets		0			0		0		500			500		3.45

Total Assets		6			12,500		0		2,000			14,506		100.00

Liabilities & Stockholders' Equity
Current Liabilities
Notes Payable		0			0		0		0			0		0.00
Capital Leases		0			0		0		0			0		0.00
Accounts Payable		90			0		0		0			90		0.62
Interest Rate Swap		0			0		0		0			0		0.00
Accrued Expenses & Other Current Liabilities		3			0		0		0			3		0.02
Total Current Liabilities		93			0		0		0			93		0.64

Long-Term Debt		0			12,500		0		(3,000	)		9,500		65.49
Revolver		0			0		0		0			0		0.00
Deferred Income Taxes		0			0		0		0			0		0.00
Long-Term Capital Leases		0			0		0		0			0		0.00
Total Liabilities		93			12,500		0		(3,000	)		9,593		66.13

Total Stockholders' Equity		(87	)		0		0		5,000			4,913		33.87

Total Liabilities & Stockholders' Equity		6			12,500		0		2,000			14,506		100.00

Net Working Capital (Excluding Current Debt)		(92	)						1,500			1,408		9.71

As of December 31, 2017

$5 million equity raise and $9.5 million net debt.

Exhibit 3

OLB Group, Inc.

Financial Advisory Transactions

As of April 30, 2018

				Purchase												Total
Buyer	Target	Date	Description	Price		Revenues			EBITDA		EBIT			Merchants		Assets

TSYS	Cayan	12/18/2017	Provides end-to-end cloud-commerce, payments and marketing solutions to over 70,000 merchants.	$	1,050,000,000		N/A			N/A		N/A			70,000		N/A
	Indicated Multiples						N/A			N/A		N/A			15,000		N/A
	Earnings						N/A										N/A

First Data	BluePay	12/1/2017	Provider of technology-enabled payment processing for merchants in the U.S. and Canada.	$	759,000,000		N/A			N/A		N/A			77,000		N/A
	Indicated Multiples						N/A			N/A		N/A			9,857		N/A
	Earnings						N/A										N/A

Vantiv	Worldpay Group plc	8/14/2017	Provides end-to-end cloud-commerce, payments and marketing solutions to businesses.	$	10,200,000,000	$	1,449,960,000		$	603,720,000	$	502,068,000			400,000	$	5,205,150,000
	Indicated Multiples						7.03			16.90		20.32			25,500		1.96
	Earnings						41.64	%									11.60	%

Paysafe	Merchants' Choice Payment Solutions	7/28/2017	Provides end-to-end cloud-commerce, payments and marketing solutions to businesses.	$	470,000,000	$	157,000,000		$	38,000,000		N/A			60,000		N/A
	Indicated Multiples						2.99			12.37		N/A			7,833		N/A
	Earnings						24.20	%									N/A

First Data	Cardconnect	5/29/2017	Provides end-to-end cloud-commerce, payments and marketing solutions to businesses.	$	438,000,000	$	156,502,000		$	15,315,000	($	7,009,000	)		67,000	$	167,848,523
	Indicated Multiples						2.80			28.60		N/A			6,537		2.61
	Earnings						9.79	%									9.12	%

TSYS	Trans First	2/26/2016	Provides payment technology solutions to approximately 235,000 merchants.	$	2,350,000,000	$	294,000,000		$	151,000,000		N/A			235,000		N/A
	Indicated Multiples						7.99			15.56		N/A			10,000		N/A
	Earnings						51.36	%									N/A

Global Payments	Heartland	4/25/2016	Provides card payment processing and related services to SME merchants and Network service merchants.	$	4,200,000,000	$	797,000,000		$	202,000,000	$	156,683,000			185,720	$	1,536,000,000
	Indicated Multiples						5.27			20.79		26.81			22,615		2.73
	Earnings						25.35	%									13.15	%

Siris Capital Group, LLC	Digital River, Inc.	2/12/2015	Provides end-to-end cloud-commerce, payments and marketing solutions to businesses.	$	840,000,000	$	389,679,000		$	380,000	($	30,326,000	)		17,000	$	734,378,000
	Indicated Multiples						2.16			N/A		N/A			49,412		1.14
	Earnings						0.10	%									0.05	%

FleetCor Technologies, Inc.	Comdata Inc.	11/14/2014	Provides virtual and car-based credit, debit, and stored-value solutions.	$	3,420,275,000	$	581,000,000		$	139,900,000	$	74,400,000			N/A	$	2,882,800,000
	Indicated Multiples						5.89			24.45		45.97			N/A		1.19
	Earnings						24.08	%									4.85	%

Syniverse Holdings, Inc.	WP Roaming III	6/28/2013	Provides clearinghouse, fraud, business intelligence and professional services.	$	701,363,000	$	175,619,000		$	53,510,000	$	22,409,000			N/A	$	533,993,000
	Indicated Multiples						3.99			13.11		31.30			N/A		1.31
	Earnings						30.47	%									10.02	%

Digital River, Inc.	LML Payment Systems, Inc.	1/10/2013	Provides financial payment processing solutions for e-commerce and traditional businesses.	$	97,451,059	$	34,916,802			N/A	$	10,852,530			13,000	$	68,419,305
	Indicated Multiples						2.79			N/A		8.98			7,496		1.42
	Earnings						N/A										N/A

N/A	T-Chek Systems, Inc.	10/16/2012	Provides business to business spend management and payment processing services.	$	302,500,000	$	49,260,000			N/A	$	24,569,000			N/A	$	191,814,000
	Indicated Multiples						6.14			N/A		12.31			N/A		1.58
	Earnings						N/A										N/A

					Mean		4.71			18.82		24.28			17,139		1.74
					Median		4.63			16.90		23.56			10,000		1.50
					High		7.99			28.60		45.97			49,412		2.73
					Low		2.16			12.37		8.98			6,537		1.14

Exhibit 4

OLB Group, Inc./Excel Corporation

Guideline Company Market Data

As of April 30, 2018

($000)

													Total
										First			System			Global						Guideline
	Shopify,			Evertec,			Square,			Data			Services,			Payments,			Worldpay,			Company
	Inc.			Inc.			Inc.			Corporation			Inc.			Inc.			Inc.			Composite
Exchange/Symbol	Toronto: SHOP			NYSE: EVTC			NYSE: SQ			NYSE: FDC			NYSE: TSS			NYSE: GPN			NYSE: WP						Pro Forma
TTM Ending	31-Dec-17			31-Dec-17			31-Dec-17			31-Dec-17			31-Dec-17			31-Dec-17			31-Dec-17						2017
Price @ 4/30/2018	$	133.94		$	18.25		$	47.34		$	18.10		$	84.06		$	113.05		$	81.22		$	58.03
Shares Outstanding (000)		99,878			72,429			283,432			482,944			181,726			159,206			177,849			1,457,464

Minority Value Indication		13,378,036			1,321,832			13,417,672			8,741,295			15,275,851			17,998,223			14,444,880			84,577,789
Control Premium @ 0%		0			0			0			0			0			0			0			0
Preferred Stock		0			0			0			0			0			0			0			0
Market Value of Total Equity		13,378,036			1,321,832			13,417,672			8,741,295			15,275,851			17,998,223			14,444,880			84,577,789
Preferred Stock		0			0			0			0			0			0			0			0
Interest Bearing Debt		0			615,738			358,572			19,198,000			3,193,814			5,294,882			5,706,745			34,367,751			9,500

Business Enterprise Value		13,378,036			1,937,570			13,776,244			27,939,295			18,469,665			23,293,105			20,151,625			118,945,540

Revenues		673,304			407,144			2,214,253			12,052,000			4,927,965			3,975,163			4,026,477			28,276,306			14,900
Cost of Revenues		293,051			200,650			1,374,947			3,122,000			3,577,320			1,928,037			0			10,496,005			5,513
Gross Profit		380,253			206,494			839,306			8,930,000			1,350,645			2,047,126			4,026,477			17,780,301			9,387
EBITDA		23,388			181,058			205,927			3,200,000			1,185,964			1,049,114			887,895			6,733,346			2,900
Depreciation & Amortization		23,382			64,250			37,279			1,073,000			405,906			451,151			318,493			2,373,461			500
EBIT (1)		6			116,808			168,648			2,127,000			780,058			597,963			569,402			4,359,885			2,400
Interest Expense		0			29,861			8,458			937,000			118,221			174,847			140,661			1,409,048			0
EBT		6			86,947			160,190			1,190,000			661,837			423,116			428,741			2,950,837			2,400
Tax Rate		0.0	%		7.9	%		0.0	%		16.8	%		10.7	%		20.6	%		33.6	%		17.2	%		N/A
Net Income		6			80,043			160,190			989,605			591,236			336,071			284,869			2,442,020			N/A
Cash Flow		23,388			144,293			197,469			2,062,605			997,142			787,222			603,362			4,815,481			N/A

Cash		938,039			50,423			866,050			498,000			450,357			1,335,855			126,503			4,265,227			1,501
Accounts Receivable		21,939			83,328			620,523			2,176,000			412,322			301,877			985,888			4,601,877			0
Inventory		0			0			0			0			0			0			0			0			0
Current Assets		1,025,677			168,706			1,778,294			23,372,000			1,079,244			4,303,579			1,372,612			33,100,112			1,501
Total Assets		1,113,564			902,788			2,187,270			48,269,000			6,331,689			12,998,069			8,666,973			80,469,353			14,506
Accounts Payable		62,576			41,135			16,763			1,659,000			62,310			1,039,607			622,871			3,504,262			90
Current Liabilities (2)		94,754			88,729			972,827			22,022,000			423,280			3,080,116			1,718,517			28,400,223			93
Book Equity		1,001,100			144,112			786,333			3,152,000			2,240,993			3,794,527			532,539			11,651,604			4,913
Capital Expenditures		20,043			11,290			26,097			271,000			70,039			181,905			110,805			691,179

Business Enterprise Value to:																							Composite			Average
EBIT (3)		2,229,672.62			16.59			81.69			13.14			23.68			38.95			35.39			27.28			25.55
EBITDA (3)		572.00			10.70			66.90			8.73			15.57			22.20			22.70			17.67			15.98
Revenues (3)		19.87			4.76			6.22			2.32			3.75			5.86			5.00			4.21			4.34
Total Assets (3)		12.01			2.15			6.30			0.58			2.92			1.79			2.33			1.48			1.95

(1)

Adjustments have been made for nonrecurring items.

(2)

Current liabilities have been adjusted to reallocate short-term debt to total debt.

(3)

Shopify, Inc. and Square, Inc. removed from average due to outlier multiples.

Exhibit 5

OLB Group, Inc./Excel Corporation

Guideline Company Financial Ratios

As of April 30, 2018

													Total
										First			System			Global
	Shopify,			Evertec,			Square,			Data			Services,			Payments,			Worldpay,			Guideline			Guideline			Guideline
	Inc.			Inc.			Inc.			Corporation			Inc.			Inc.			Inc.			Composite			Average			Median			OLB
Trailing Twelve Months Ending	31-Dec-17			31-Dec-17			31-Dec-17			31-Dec-17			31-Dec-17			31-Dec-17			31-Dec-17												PF 2017

Liquidity
Current Ratio		10.82			1.90			1.83			1.06			2.55			1.40			0.80			1.17			2.91			1.83			16.14
Quick Ratio		10.13			1.51			1.53			0.12			2.04			0.53			0.65			0.31			2.36			1.51			16.14
Cash & Inventory/Total Assets		84.24	%		5.59	%		39.60	%		1.03	%		7.11	%		10.28	%		1.46	%		5.30	%		21.33	%		7.11	%		10.35	%
Cash & Inventory/Revenues		139.32	%		12.38	%		39.11	%		4.13	%		9.14	%		33.61	%		3.14	%		15.08	%		34.40	%		12.38	%		10.07	%
Asset Management
Receivables Turnover		30.69			4.89			3.57			5.54			11.95			13.17			4.08			6.14			10.56			5.54			N/A
Payables Turnover		4.68			4.88			82.02			1.88			57.41			1.85			0.00			3.00			21.82			4.68			61.26
Revenues/Working Capital		0.72			5.09			2.75			8.93			7.51			3.25			(11.64	)		6.02			2.37			3.25			10.58
Revenues/Total Assets		0.60			0.45			1.01			0.25			0.78			0.31			0.46			0.35			0.55			0.46			1.03
Working Capital/Revenues		138.26	%		19.64	%		36.38	%		11.20	%		13.31	%		30.78	%		-8.59	%		16.62	%		34.43	%		19.64	%		9.45	%
WC (Excl. Cash)/Revenues		-1.06	%		7.26	%		-2.74	%		7.07	%		4.17	%		-2.83	%		-11.73	%		1.54	%		0.02	%		-1.06	%		-0.62	%
Leverage/Coverage
EBIT/Interest		N/A			3.91			19.94			2.27			6.60			3.42			4.05			3.09			6.70			3.98			N/A
MV of Equity/MV of Invested Capital (1)		100.00	%		68.22	%		97.40	%		31.29	%		82.71	%		77.27	%		71.68	%		71.11	%		75.51	%		77.27	%		N/A
Debt/Total Capital		0.00	%		31.78	%		2.60	%		68.71	%		17.29	%		22.73	%		28.32	%		28.89	%		24.49	%		22.73	%		N/A
Return on Investment
Pre-Tax Income/Equity		0.00	%		60.33	%		20.37	%		37.75	%		29.53	%		11.15	%		80.51	%		25.33	%		34.24	%		29.53	%		48.85	%
EBITDA/MV of Invested Capital (1)		0.17	%		9.34	%		1.49	%		11.45	%		6.42	%		4.50	%		4.41	%		5.66	%		5.40	%		4.50	%		N/A
EBIT/MV of Invested Capital (1)		0.00	%		6.03	%		1.22	%		7.61	%		4.22	%		2.57	%		2.83	%		3.67	%		3.50	%		2.83	%		N/A
Income/Expense Ratios
EBITDA/Revenues (2)		3.47	%		44.47	%		9.30	%		26.55	%		24.07	%		26.39	%		22.05	%		25.62	%		28.71	%		26.39	%		19.46	%
EBITDA/Total Assets (2)		2.10	%		20.06	%		9.41	%		6.63	%		18.73	%		8.07	%		10.24	%		8.43	%		12.75	%		10.24	%		19.99	%
EBIT/Revenues (2)		0.00	%		28.69	%		7.62	%		17.65	%		15.83	%		15.04	%		14.14	%		16.51	%		18.27	%		15.83	%		16.11	%
EBIT/Total Assets (2)		0.00	%		12.94	%		7.71	%		4.41	%		12.32	%		4.60	%		6.57	%		5.43	%		8.17	%		6.57	%		16.54	%
EBIT/EBITDA (2)		0.03	%		64.51	%		81.90	%		66.47	%		65.77	%		57.00	%		64.13	%		64.44	%		63.58	%		64.51	%		82.76	%
Depreciation & Amort./Revenues		3.47	%		15.78	%		1.68	%		8.90	%		8.24	%		11.35	%		7.91	%		8.39	%		8.19	%		8.24	%		3.36	%
Depreciation & Amort./Total Assets		2.10	%		7.12	%		1.70	%		2.22	%		6.41	%		3.47	%		3.67	%		2.95	%		3.81	%		3.47	%		3.45	%
DuPont Analysis
EBT/Revenues		0.00	%		21.36	%		7.23	%		9.87	%		13.43	%		10.64	%		10.65	%		10.44	%		10.46	%		10.64	%		16.11	%
Net Sales/Total Asset		0.60			0.45			1.01			0.25			0.78			0.31			0.46			0.35			0.55			0.46			1.03
Total Assets/Equity		1.11			6.26			2.78			15.31			2.83			3.43			16.27			6.91			6.86			3.43			2.95

3-Year Revenues CAGR		81.13	%		4.40	%		32.19	%		2.59	%		33.15	%		16.06	%		12.88	%					26.06	%		16.06	%		24.81	%
3-Year EBITDA CAGR		N/A			2.14	%		19.31	%		8.79	%		19.28	%		24.72	%		9.40	%					13.94	%		14.34	%		N/A
3-Year EBIT CAGR		N/A			3.73	%		15.11	%		16.36	%		16.45	%		9.74	%		10.67	%					12.01	%		12.89	%		N/A
Beta		1.29			1.20			4.21			1.44			1.25			1.18			0.59						1.59			1.25

(1)

Excludes Control Premium.

Exhibit 6

OLB Group, Inc./Excel Corporation

Business Enterprise Valuation

Discounted Cash Flow Approach

As of April 30, 2018

($000)

																									Terminal
For Years Ending December 31st	2017			2018			2019			2020			2021			2022			2023			2024			Period
Revenues
Residual Portfolio & Processing Fees					11,556			13,594			20,984			27,231			32,677			37,578			41,336			42,989
Less Bad Debt					(274	)		(345	)		(729	)		(946	)		(1,135	)		(1,305	)		(1,436	)		(1,493	)
OmniSoft					(1,495	)		(4,767	)		(6,281	)		(7,964	)		(9,340	)		(10,470	)		(11,295	)		(11,747	)
CrowdPay					1,495			4,767			6,281			8,151			9,781			11,248			12,373			12,868
Benefit Packages					203			1,132			2,126			2,759			3,311			3,807			4,188			4,355
Acquistions					0			0			0			0			0			0			0			0
Other					701			890			1,542			2,001			2,401			2,761			3,038			3,159
Revenues		12,186			12,186			15,271			23,923			31,232			37,694			43,620			48,203			50,132
Growth Rate								25	%		57	%		34	%		20	%		12	%		7	%		4	%
Cost of Revenues
Residual Portfolio Amort					0			0			0			0			0			0			0			0
Interchange Fees					5,117			6,419			10,735			13,650			16,050			18,090			19,500			19,870
Processing & Servicing					1,081			1,534			2,926			3,720			4,370			4,920			5,300			5,400
Residual Expense					1,935			2,300			3,283			4,180			4,920			5,540			5,970			6,080
CrowdPay Exp.					0			0			0			0			0			0			0			0
Benefit Packages					83			272			437			560			660			740			800			820
Acquistions					0			0			0			0			0			0			0			0
Other Processing					237			316			547			700			820			920			990			1,010
Cost of Revenues		8,976			8,453			10,841			17,928			22,810			26,820			30,210			32,560			33,180
% of revenues					69.37	%		70.99	%		74.94	%		73.04	%		71.15	%		69.26	%		67.55	%		66.19	%

Gross Profit		(8,976	)		3,733			4,430			5,995			8,422			10,874			13,410			15,643			16,952
% of revenues		-73.66	%		30.63	%		29.01	%		25.06	%		26.96	%		28.85	%		30.74	%		32.45	%		33.81	%
Total Operating Expenses		6,487			2,079			1,584			1,673			2,173			2,606			2,996			3,299			7,446
% of revenues		53.23	%		17.06	%		10.37	%		6.99	%		6.96	%		6.91	%		6.87	%		6.84	%		6.84	%

EBITDA		(15,463	)		1,654			2,846			4,322			6,249			8,268			10,414			12,345			9,506
% of revenues		-126.89	%		13.58	%		18.63	%		18.07	%		20.01	%		21.93	%		23.87	%		25.61	%		18.96	%
Depreciation & Amortization					63			115			97			86			94			84			86			70
% of revenues					0.52	%		0.75	%		0.40	%		0.28	%		0.25	%		0.19	%		0.18	%		0.14	%
Residual Portfolio Amortization					363			363			363			460			540			610			660			670
% of revenues					2.98	%		2.38	%		1.52	%		1.47	%		1.43	%		1.40	%		1.37	%		1.34	%
Pretax Profit					1,228			2,368			3,863			5,703			7,634			9,720			11,599			8,766
% of revenues					10.08	%		15.51	%		16.15	%		18.26	%		20.25	%		22.28	%		24.06	%		17.49	%
Tax Provision					189			486			874			1,353			1,855			2,397			2,886			2,175
% of pretax profit					15.42	%		20.51	%		22.63	%		23.72	%		24.30	%		24.66	%		24.88	%		24.81	%
Net Income					1,039			1,882			2,988			4,350			5,779			7,323			8,713			6,591
% of revenues					8.53	%		12.33	%		12.49	%		13.93	%		15.33	%		16.79	%		18.08	%		13.15	%
Depreciation & Amortization					426			478			460			546			634			694			746			70
Acquisitions - Cash Consideration @		0	%		0			0			0			0			0			0			0			0
Capital Expenditures					(70	)		(70	)		(70	)		(70	)		(70	)		(70	)		(70	)		(70	)
% of revenues					-0.57	%		-0.57	%		-0.57	%		-0.57	%		-0.57	%		-0.57	%		-0.57	%		-0.57	%
Working Capital					0			(154	)		(433	)		(365	)		(323	)		(296	)		(229	)		(96	)
% of incremental change in revenues					5.00	%		5.00	%		5.00	%		5.00	%		5.00	%		5.00	%		5.00	%		5.00	%
Cash Flow					1,395			2,136			2,946			4,461			6,020			7,651			9,160			6,494
Interim Period Adjustment					0.6712			1.0000			1.0000			1.0000			1.0000			1.0000			1.0000
Period					0.6712			1.6712			2.6712			3.6712			4.6712			5.6712			6.6712
Present Value Factor					0.9556			0.8533			0.7453			0.6509			0.5685			0.4965			0.4336
Present Value of Cash Flows					895			1,823			2,195			2,903			3,422			3,798			3,972

Discount Rate (k)					14.50	%
Terminal Growth Rate (g)					4.00	%
Capitalization Rate (k-g)					10.50	%
Terminal Period Cash Flow					6,494
Terminal Value					61,848
Present Value Factor					0.43360836
Present Value of Terminal					26,818
Cumulative Present Value of Cash Flows					19,009
Indicated Business Enterprise Value					45,827
Less: Marketability Discount of 15% (1)					0
Less: Working Capital Adjustment					0
Add: Present Value of Tax Depreciation Benefits					10
Add: Present Value of Tax Amortization Benefits					0
Total Business Enterprise Value					45,837
Less Present Value of Future Acquisitions					0
Current Value of Business Enterprise					45,837

Exhibit 7

OmniSoft, Inc.

Business Enterprise Valuation

Discounted Cash Flow Approach

As of April 30, 2018

($000)

																									Terminal
For Years Ending December 31st	2017			2018			2019			2020			2021			2022			2023			2024			Period
Revenues
Residual Portfolio & Processing Fees	0
Less Bad Debt
OmniSoft					500			2,113			2,937			3,624			4,133			4,481			4,708			4,896
CrowdPay
Benefit Packages
Acquistions
Other
Revenues		0			500			2,113			2,937			3,624			4,133			4,481			4,708			4,896
Growth Rate								323	%		39	%		23	%		14	%		8	%		5	%		4	%
Cost of Revenues
Residual Portfolio Amort
Interchange Fees
Processing & Servicing
Residual Expense
CrowdPay Exp.
Benefit Packages
Acquistions
Other Processing
Cost of Revenues		0			0			0			0			0			0			0			0			0
% of revenues					0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%

Gross Profit		0			500			2,113			2,937			3,624			4,133			4,481			4,708			4,896
% of revenues					100.00	%		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%
Total Operating Expenses					85			219			205			267			320			368			405			802
% of revenues					17.06	%		10.37	%		6.99	%		7.36	%		7.74	%		8.21	%		8.60	%		8.60	%

EBITDA		0			415			1,894			2,732			3,357			3,813			4,113			4,303			4,094
% of revenues					82.94	%		89.63	%		93.01	%		92.64	%		92.26	%		91.79	%		91.40	%		83.62	%
Depreciation & Amortization					4			8			9			9			11			11			10			10
% of revenues					0.80	%		0.40	%		0.31	%		0.26	%		0.26	%		0.24	%		0.21	%		0.20	%
Residual Portfolio Amortization					0			0			0			0			0			0			0			0
% of revenues					0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Pretax Profit					411			1,885			2,723			3,348			3,803			4,103			4,293			4,084
% of revenues					82.14	%		89.23	%		92.70	%		92.38	%		92.00	%		91.56	%		91.18	%		83.41	%
Tax Provision					107			490			708			870			989			1,067			1,116			1,062
% of pretax profit					26.00	%		26.00	%		26.00	%		26.00	%		26.00	%		26.00	%		26.00	%		26.00	%
Net Income					304			1,395			2,015			2,478			2,814			3,036			3,177			3,022
% of revenues					60.79	%		66.03	%		68.60	%		68.36	%		68.08	%		67.75	%		67.48	%		61.73	%
Depreciation & Amortization					4			8			9			9			11			11			10			10
Acquisitions - Cash Consideration @		0	%		0			0			0			0			0			0			0			0
Capital Expenditures					(10	)		(10	)		(10	)		(10	)		(10	)		(10	)		(10	)		(10	)
% of revenues					-2.00	%		-2.00	%		-2.00	%		-2.00	%		-2.00	%		-2.00	%		-2.00	%		-2.00	%
Working Capital					0			(81	)		(41	)		(34	)		(25	)		(17	)		(11	)		(9	)
% of incremental change in revenues					5.00	%		5.00	%		5.00	%		5.00	%		5.00	%		5.00	%		5.00	%		5.00	%
Cash Flow					298			1,313			1,973			2,443			2,789			3,019			3,165			3,013
Interim Period Adjustment					0.6712			1.0000			1.0000			1.0000			1.0000			1.0000			1.0000
Period					0.6712			1.6712			2.6712			3.6712			4.6712			5.6712			6.6712
Present Value Factor					0.9556			0.8533			0.7453			0.6509			0.5685			0.4965			0.4336
Present Value of Cash Flows					191			1,120			1,470			1,590			1,585			1,499			1,372

Discount Rate (k)					14.50	%
Terminal Growth Rate (g)					4.00	%
Capitalization Rate (k-g)					10.50	%
Terminal Period Cash Flow					3,013
Terminal Value					28,695
Present Value Factor					0.43361
Present Value of Terminal					12,442
Cumulative Present Value of Cash Flows					8,828
Indicated Business Enterprise Value					21,270
Less: Marketability Discount of 15% (1)					0
Less: Working Capital Adjustment					0
Add: Present Value of Tax Depreciation Benefits					1
Add: Present Value of Tax Amortization Benefits					0
Total Business Enterprise Value					21,272
Less Present Value of Future Acquisitions					0
Current Value of Business Enterprise					21,272

Exhibit 8

CrowdPay.US, Inc.

Business Enterprise Valuation

Discounted Cash Flow Approach

As of April 30, 2018

($000)

																									Terminal
For Years Ending December 31st	2017			2018			2019			2020			2021			2022			2023			2024			Period
Revenues
Residual Portfolio & Processing Fees
Less Bad Debt
OmniSoft					1,495			4,767			6,281			8,151			9,781			11,248			12,373			12,868
CrowdPay
Benefit Packages
Acquistions
Other
Revenues		1,495			1,495			4,767			6,281			8,151			9,781			11,248			12,373			12,868
Growth Rate								219	%		32	%		19	%		11	%		7	%		4	%		4	%
Cost of Revenues
Residual Portfolio Amort
Interchange Fees
Processing & Servicing
Residual Expense
CrowdPay Exp.					523			1,668			2,198			2,800			3,290			3,710			4,000			4,080
Benefit Packages
Acquistions
Other Processing
Cost of Revenues					523			1,668			2,198			2,800			3,290			3,710			4,000			4,080
% of revenues					34.98	%		34.99	%		34.99	%		34.35	%		33.64	%		32.98	%		32.33	%		31.71	%

Gross Profit		0			972			3,099			4,083			5,351			6,491			7,538			8,373			8,788
% of revenues		0.00	%		65.02	%		65.01	%		65.01	%		65.65	%		66.36	%		67.02	%		67.67	%		68.29	%
Total Operating Expenses					255			495			439			570			684			787			866			802
% of revenues		0.00	%		17.06	%		10.37	%		6.99	%		7.00	%		7.00	%		6.99	%		7.00	%		7.00	%

EBITDA		0			717			2,604			3,644			4,780			5,807			6,752			7,507			7,986
% of revenues		0.00	%		47.96	%		54.64	%		58.01	%		58.65	%		59.37	%		60.02	%		60.67	%		62.06	%
Depreciation & Amortization					8			17			18			19			21			21			20			20
% of revenues					0.54	%		0.35	%		0.29	%		0.23	%		0.22	%		0.19	%		0.16	%		0.16	%
Residual Portfolio Amortization					0			0			0			0			0			0			0			0
% of revenues					0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Pretax Profit					709			2,588			3,626			4,761			5,786			6,730			7,487			7,966
% of revenues					47.42	%		54.28	%		57.73	%		58.42	%		59.15	%		59.84	%		60.51	%		61.90	%
Tax Provision					184			673			943			1,238			1,504			1,750			1,947			2,071
% of pretax profit					26.00	%		26.00	%		26.00	%		26.00	%		26.00	%		26.00	%		26.00	%		26.00	%
Net Income					525			1,915			2,683			3,523			4,281			4,980			5,540			5,895
% of revenues					35.09	%		40.17	%		42.72	%		43.23	%		43.77	%		44.28	%		44.78	%		45.81	%
Depreciation & Amortization					8			17			18			19			21			21			20			20
Acquisitions - Cash Consideration @		0	%		0			0			0			0			0			0			0			0
Capital Expenditures					(20	)		(20	)		(20	)		(20	)		(20	)		(20	)		(20	)		(20	)
% of revenues					-1.34	%		-1.34	%		-1.34	%		-1.34	%		-1.34	%		-1.34	%		-1.34	%		-1.34	%
Working Capital					0			(164	)		(76	)		(93	)		(82	)		(73	)		(56	)		(25	)
% of incremental change in revenues					5.00	%		5.00	%		5.00	%		5.00	%		5.00	%		5.00	%		5.00	%		5.00	%
Cash Flow					513			1,748			2,605			3,429			4,201			4,908			5,484			5,870
Interim Period Adjustment					0.6712			1.0000			1.0000			1.0000			1.0000			1.0000			1.0000
Period					0.6712			1.6712			2.6712			3.6712			4.6712			5.6712			6.6712
Present Value Factor					0.9556			0.8533			0.7453			0.6509			0.5685			0.4965			0.4336
Present Value of Cash Flows					329			1,492			1,942			2,232			2,388			2,437			2,378

Discount Rate (k)					14.50	%
Terminal Growth Rate (g)					4.00	%
Capitalization Rate (k-g)					10.50	%
Terminal Period Cash Flow					5,870
Terminal Value					55,905
Present Value Factor					0.43360836
Present Value of Terminal					24,241
Cumulative Present Value of Cash Flows					13,197
Indicated Business Enterprise Value					37,438
Less: Marketability Discount of 15% (1)					0
Less: Working Capital Adjustment					0
Add: Present Value of Tax Depreciation Benefits					3
Add: Present Value of Tax Amortization Benefits					0
Total Business Enterprise Value					37,441
Less Present Value of Future Acquisitions					0
Current Value of Business Enterprise					37,441