Exhibit 10.1

Execution Version

AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT

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

W   I   T   N   E   S   S   E   T   H  :

WHEREAS, Agent, Lenders, Borrowers and others have entered into financing arrangements pursuant to which Lenders (or Agent on behalf of Lenders) have made and may make loans and advances and provide other financial accommodations to Borrowers as set forth in the Loan and Security Agreement, dated as of April 9, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”) and the other Loan Documents;

WHEREAS, an Event of Default has occurred under the Credit Agreement (the “ First Prepayment Default ”) pursuant to Section 7.1(a) of the Credit Agreement as a result of Borrowers’ failure to make the First Repayment on July 15, 2018 as required by Section 1.1(b) of the Credit Agreement;

WHEREAS, Events of Default have occurred under the Credit Agreement (the “ Reporting Defaults ”) pursuant to Section 7.1(c) of the Credit Agreement as a result of (i) Borrowers’ failure to deliver to Agent all such monthly financial statements, information and certifications required by Section 5.15(b)(ii) of the Credit Agreement and (ii) Borrowers’ failure to deliver to Agent a Compliance Certificate signed by an Authorized Officer of Parent Guarantor, confirming compliance with the financial covenants set forth in Section 5.24 of the Credit Agreement as of the end of May, 2018 and June, 2018 as required by Section 5.15(c)(iv) of the Credit Agreement (the First Repayment Default and the Reporting Defaults being referred to together as the “ Existing Defaults ”);

WHEREAS, Section 10.5 of the Credit Agreement provides that, among other things, the Borrowers, the Agent and the Required Lenders may (i) make certain amendments to the Credit Agreement and the other Loan Documents for certain purposes and (ii) waive or release an Event of Default;

WHEREAS, the Loan Parties have requested that Agent and the Lenders waive the Existing Defaults and make certain amendments to the Credit Agreement, and Agent and the Lenders are agreeable to such request only on the terms and conditions set forth herein; and

WHEREAS, by this Amendment No. 1, Agent, Lenders signatory hereto and Loan Parties signatory hereto intend to evidence such amendments;

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements and covenants contained herein, the parties hereto agree as follows:

1.  Interpretation . For purposes of this Amendment No. 1, all terms used herein which are not otherwise defined herein, including, but not limited to, those terms used in the recitals hereto, shall have the respective meanings assigned thereto in the Credit Agreement as amended by this Amendment No. 1.

2.  Waiver of Existing Defaults . In reliance upon the representations and warranties of the Loan Parties set forth in Section 4 below and subject to the conditions to effectiveness set forth in Section 5 below, Agent and the Lenders hereby irrevocably waive the Existing Defaults. Each Loan Party acknowledges and agrees that (a) the waiver contained herein relates only to the Existing Defaults and is effective solely for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (x) waive, release, modify or limit any Loan Party’s obligations to otherwise comply with all terms and conditions of the Credit Agreement and the other Loan Documents, (y) waive any other existing or future Events of Default, or (z) prejudice any right or rights that Agent or the Lenders may have or may have in the future under or in connection with the Credit Agreement or any other Loan Document (all of which rights and remedies are expressly reserved), except as expressly provided herein, and (b) the granting of the waiver hereunder shall not impose or imply an obligation on Agent or the Lenders to grant a waiver on any future occasion, whether on a similar matter or otherwise.

3.  Amendments .

(a) Section 1.1(b)(i) of the Credit Agreement is hereby amended by replacing the reference to “July 15, 2018” therein with “July 30, 2018”.

(b) Section 1.8(a) of the Credit Agreement is hereby amended by replacing the first sentence thereof in its entirety with the following:

“Within one Business Day of the date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition in excess of $100,000 in any calendar year by any Loan Party or any of its Subsidiaries (including Net Cash Proceeds of insurance or arising from casualty losses or condemnations and payments in lieu thereof) of assets or other property other than sales of Inventory in the ordinary course of business and the Permitted MOMT Share Sale; provided , that, in the case of the Permitted MOMT Share Sale no Default or Event of Default has occurred or is continuing at the time such sale is consummated, then Borrowers shall prepay the outstanding principal amount of the Term Loan, in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions.”

(c) Section 5.15(a) of the Credit Agreement is hereby amended and restated in its entirety to read:

“(a) Annual Financial Statements. (i) For the Fiscal Years ended December 31, 2016 and December 31, 2017, not later than August 23, 2018 and (ii) not later than ninety days after the close of each Fiscal Year thereafter, audited, consolidated financial statements of Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year, including balance sheet, income statement, and statement of cash flow for such Fiscal Year audited (without qualification) by a firm of independent certified public accountants of recognized standing selected by Parent Guarantor but acceptable to Agent, together with a copy of any management letter issued in connection therewith. Concurrently with the delivery of such financial statements, Parent Guarantor shall deliver to Agent a Compliance Certificate, (A) indicating whether Parent Guarantor is in compliance with each of the covenants specified in Section 5.24, and setting forth a detailed calculation of such covenants, and (B) indicating whether any Default or Event of Default is then in existence.”

(d) Section 5.15(b)(ii) of the Credit Agreement is hereby amended and restated in its entirety to read:

“(ii) (A) (1) not later than July 30, 2018 for the month ended May, 2018 and (2) not later than forty-five (45) days after the end of each month thereafter, including the last fiscal month of each Fiscal Year, unaudited interim consolidated financial statements of Parent Guarantor and its Subsidiaries as of the end of such fiscal month and of the portion of such Fiscal Year then elapsed, including balance sheet, income statement, statement of cash flow, and results of their respective operations during such fiscal month and the then-elapsed portion of the Fiscal Year, together with comparative figures for the same periods in the immediately preceding Fiscal Year, in each case on a consolidated and consolidating basis, certified by an Authorized Officer of Parent Guarantor as prepared in accordance with GAAP. Concurrently with the delivery of such financial statements, Parent Guarantor shall deliver to Agent a Compliance Certificate, indicating whether (A) Parent Guarantor is in compliance with each of the covenants specified in Section 5.24, and setting forth a detailed calculation of such covenants, and (B) any Default or Event of Default is then in existence;”

(e) Section 5.15(c)(iv) of the Credit Agreement is hereby deleted in its entirety.

(f) Section 5.23(d) of the Credit Agreement is hereby amended and restated in its entirety to read:

“(d) sell, transfer, return, or dispose of any Collateral or other assets with an aggregate value in excess of $100,000 in any calendar year other than Permitted Investments, the Permitted MOMT Share Sale and sales of Inventory in the ordinary course of business;”

(g) Section 5.23(n) of the Credit Agreement is hereby amended and restated in its entirety to read:

“(n) make, or cause or suffer to permit any Loan Party or any of its Subsidiaries to make, any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or similar payment with respect to, any Subordinated Indebtedness (except the Permitted Bridge Loan Indebtedness including payments of monthly interest as set forth in the Bridge Loan Note, or to the extent permitted pursuant to the terms of the definitive documentation evidencing such subordination, which documentation shall be reasonably acceptable to the Agent in all respects); provided , that no payment shall be permitted in respect of any Subordinated Indebtedness described in clause (b) of the definition thereof without the prior written consent of the Agent whether or not any express subordination arrangement exists in respect thereof and provided further , that, no payment shall be permitted in respect of any principal amount of Permitted Bridge Loan Indebtedness unless (i) (A) such payment is comprised solely of Net Cash Proceeds from the sale of MOMT Shares or (B) such payment occurs after the Second Repayment and (ii) no Default or Event of Default has occurred or is continuing at the time such payment is made;”

(h) Section 5.23(o) of the Credit Agreement is hereby amended and restated in its entirety to read:

“(o) enter into any transaction with an Affiliate (other than a Loan Party) other than (i) the Bridge Loan and (ii) on arms-length terms disclosed to Agent in writing;”

(i) Schedule B to the Credit Agreement is hereby amended as follows:

(i) by adding the following definitions alphabetically:

““ Bridge Loan Note ” means that certain Subordinated Promissory Note dated as of the date hereof by and among Parent Guarantor, as borrower and John Herzog, an individual residing in the State of Connecticut, as lender, as in effect on the date hereof.”

““ MOMT Shares ” means, subject to adjustments for stock splits, stock dividends, recapitalizations, reclassifications or similar changes to such shares, 100,000 shares of common stock of MoneyOnMobile, Inc. beneficially owned by the Parent Guarantor.”

““ Permitted Bridge Loan Indebtedness ” means Indebtedness under the Bridge Loan Note; provided , that, all such Indebtedness is secured only by a Lien on the MOMT Shares and other property not constituting Collateral.”

““ Permitted MOMT Share Sale ” means the sale of all or substantially all of the MOMT Shares (in one or more transactions) to one or more Persons that are not Affiliates of any Loan Party, for fair market value.”

(ii) by adding the following new clause (m) to the definition of “Excluded Property” therein:

“; and (m) the MOMT Shares and any dividends or distributions on the MOMT Shares.”

(iii) by replacing the definition of “Permitted Indebtedness” therein in its entirety to read:

““ Permitted Indebtedness ” means: (i) the Obligations; (ii) the Indebtedness existing on the date hereof described in Section 6 of the Disclosure Schedule; in each case along with extensions, refinancings, modifications, amendments and restatements thereof, provided , that (a) the principal amount thereof is not increased, and (b) the terms thereof are not modified to impose more burdensome terms upon any Loan Party; (iii) capitalized leases and purchase money Indebtedness secured by Permitted Liens in an aggregate amount not exceeding $100,000 at any time outstanding; (iv) Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of business; (v) deferred compensation to officers, employees and directors existing as of the Closing Date in the amounts set forth on Section 6 of the Disclosure Schedule; (vi) the Permitted Bridge Loan Indebtedness and (vii) other Indebtedness in an amount not to exceed $100,000 at any time outstanding.”

(iv) by replacing the definition of “Permitted Liens” therein in its entirety to read:

““ Permitted Liens ” means (a) purchase money security interests in specific items of Equipment securing Permitted Indebtedness described under clause (iii) of the definition of Permitted Indebtedness; (b) Liens disclosed in Section 7 of the Disclosure Schedule; provided, however, that to qualify as a Permitted Lien, any such Lien described in Section 7 of the Disclosure Schedule shall only secure the Indebtedness that it secures on the Closing Date and any permitted refinancing in respect thereof; (c) liens for taxes, fees, assessments, or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings (which proceedings have the effect of preventing the enforcement of such lien) for which adequate reserves in accordance with GAAP are being maintained, provided the same have no priority over any of Agent’s security interests; (d) liens of materialmen, mechanics, carriers, or other similar liens arising in the ordinary course of business and securing obligations which are not delinquent or are being contested in good faith by appropriate proceedings (which proceedings have the effect of preventing the enforcement of such lien) for which adequate reserves in accordance with GAAP are being maintained; (e) liens which constitute banker’s liens, rights of set-off, or similar rights as to deposit accounts or other funds maintained with a bank or other financial institution (but only to the extent such banker’s liens, rights of set-off or other rights are in respect of customary service charges relative to such deposit accounts and other funds, and not in respect of any loans or other extensions of credit by such bank or other financial institution to any Loan Party); (f) cash deposits or pledges of an aggregate amount not to exceed $100,000 to secure the payment of worker’s compensation, unemployment insurance, or other social security benefits or obligations, public or statutory obligations, surety or appeal bonds, bid or performance bonds, or other obligations of a like nature incurred in the ordinary course of business; (g) pledges and deposits of cash in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance; (h) Liens on cash advances in favor of the seller of any property to be acquired in an Investment not prohibited under this Agreement to be applied against the purchase price for such Investment permitted by this Agreement; (i) purported Liens evidenced by the filing of precautionary UCC (or equivalent statutes) financing statements or similar public filings; (j) Liens for amounts pledged pursuant to processing agreements in the ordinary course of business, (k) the Lien in the MOMT Shares securing Permitted Indebtedness described under clause (vi) of the definition of Permitted Indebtedness and (j) Liens securing Indebtedness or other obligations in an aggregate principal amount at any time outstanding not to exceed $100,000.”

4.  Representations and Warranties . Each Loan Party, jointly and severally, hereby:

(a) reaffirms all representations and warranties made to Agent and Lenders under the Credit Agreement and all of the other Loan Documents and confirms that each of the representations and warranties made by Loan Parties in or pursuant to the Credit Agreement, the other Loan Documents and any related agreements to which it is a party, and each of the representations and warranties contained in any certificate, document or financial or other statement furnished at any time under or in connection with this Agreement, the other Loan Documents or any related agreement shall be true and correct in all material respects on and as of such date as if made on and as of such date (or to the extent any representations or warranties are expressly made solely as of an earlier date, such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on and as of such date;

(b) reaffirms all of the covenants contained in the Credit Agreement;

(c) represents and warrants that, other than the Existing Defaults, no Default or Event of Default has occurred and is continuing;

(d) represents and warrants that the execution, delivery and performance by each Loan Party of this Amendment No. 1 and the other documents, agreements and instruments executed by any Loan Party in connection herewith (collectively, together with this Amendment No. 1, the “ Amendment Documents ”) and the consummation of the transactions contemplated hereby or thereby, are within such Loan Party’s powers, have been duly authorized by all necessary organizational action, and do not contravene (i) the charter or by-laws or other organizational or governing documents of such Loan Party or (ii) any law or any contractual restriction binding on or affecting any Loan Party, except, for purposes of this clause (ii), to the extent such contravention would not reasonably be expected to have a Material Adverse Effect;

(e) represents and warrants that no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by any Loan Party of any Amendment Document to which it is a party that has not already been obtained if the failure to obtain such authorization, approval or other action could reasonably be expected to result in a Material Adverse Effect; and

(f) represents and warrants that each Amendment Document has been duly executed and delivered by each Loan Party thereto. This Amendment No. 1 constitutes, and each other Amendment Document will constitute upon execution, the legal, valid and binding obligation of each Loan Party thereto enforceable against such Loan Party in accordance with its respective terms subject to the effect of any applicable bankruptcy, insolvency, reorganization or moratorium or similar laws affecting the rights of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

5.  Conditions Precedent . This Amendment No. 1 shall be effective upon the satisfaction of each of the following conditions precedent:

(a) Agent shall have received counterparts of this Amendment No. 1, duly authorized, executed and delivered by Borrowers, Parent Guarantor, Agent and the Required Lenders;

(b) Agent shall have received counterparts of the Bridge Loan Note, duly authorized, executed and delivered by all parties thereto;

(c) Other than the Existing Defaults, no Default or Event of Default shall have occurred and be continuing; and

(d) The representations and warranties contained in Section 4 and in the Credit Agreement shall be true and correct in all material respects on and as of such date as if made on and as of such date (except to the extent expressly relating to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date).

6.  General .

(a)  Effect of this Amendment No. 1 . Except as expressly provided herein, no other consents, waivers, changes or modifications to the Loan Documents are intended or implied, and in all other respects the Loan Documents are hereby specifically ratified, restated and confirmed by all parties hereto as of the date hereof.

(b)  Fees . Borrower agrees to pay on demand all expenses of Agent and Lenders in connection with the preparation, negotiation, execution, delivery and administration of this Amendment No. 1.

(c)  Governing Law . This Amendment No. 1 shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of laws principles thereof.

(d)  Waiver of Jury Trial . SECTION 10.16 OF THE CREDIT AGREEMENT IS HEREBY INCORPORATED BY REFERENCE INTO THIS AMENDMENT NO. 1 MUTATIS MUTANDIS AND SHALL APPLY HERETO AS IF ORIGINALLY MADE A PART HEREOF.

(e)  Binding Effect . This Amendment No. 1 shall bind and inure to the benefit of the respective successors and permitted assigns of each of the parties hereto.

(f)  Counterparts, etc. This Amendment No. 1 may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment No. 1 by telecopier or by electronic transmission of a pdf formatted counterpart shall be effective as delivery of a manually executed counterpart of this Amendment No. 1.

(g)  Loan Document . This Amendment No. 1 constitutes a Loan Document.

(h)  Reaffirmation . Each of the undersigned Loan Parties acknowledges (i) all of its Obligations under the Credit Agreement and each other Loan Document to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) its grant of security interests pursuant to the Loan Documents are reaffirmed and remain in full force and effect after giving effect to this Amendment No. 1, (iii) the Obligations include, among other things and without limitation, the due and punctual payment of the principal of, interest on, and premium (if any) on the Loans and (iv) except as expressly provided herein, the execution of this Amendment No. 1 shall not operate as a waiver of any right, power or remedy of Agent or any Lender, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations.

(i)  Release . In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Party signatory hereto, on behalf of itself and its respective successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “ Releasees ” and individually as a “ Releasee ”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set off, demands and liabilities whatsoever (individually, a “ Claim ” and collectively, “ Claims ”) of every name and nature, known as of the date of this Amendment No. 1, both at law and in equity, which each Loan Party signatory hereto, or any of its respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment No. 1, in each case for or on account of, or in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be duly executed and delivered by their authorized officers as of the day and year first above written.

Amendment No. 1 to Credit Agreement

Amendment No. 1 to Credit Agreement

Exhibit 10.2

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

PAYMENT UNDER THIS PROMISSORY NOTE IS SUBORDINATED TO ANY PRESENT OR FUTURE INDEBTEDNESS OWING FROM THE MAKER TO THE LENDERS UNDER THAT CERTAIN LOAN AND SECURITY AGREEMENT, DATED AS OF APRIL 9, 2018, AS AMENDED, BY AND AMONG GACP FINANCE CO., LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, THE LENDERS PARTY THERETO, SECURUS365, INC., EVANCE, INC., EVANCE CAPITAL, INC., OMNISOFT, INC., AND CROWDPAY.US, INC., AS BORROWERS, AND MAKER, AS PARENT GUARANTOR.

SUBORDINATED PROMISSORY NOTE

FOR VALUE RECEIVED, The OLB Group, Inc. , a Delaware corporation (“ Maker ”), hereby promises to pay to John Herzog , an individual residing in the State of Connecticut   (“ Payee ”), the principal sum of ONE MILLION DOLLARS ($1,000,000), together with interest on the unpaid amount thereof since the issuance date hereof, on the terms and conditions described below.

1. Maturity Date . This Subordinated Promissory Note (this “ Note ”) shall mature on March 31, 2019 (the “ Maturity Date ”). Upon maturity, all outstanding obligations under this Note, including outstanding principal and accrued but unpaid interest, shall be immediately due and payable.

2. Interest Rate and Payment Terms . Subject to the terms and conditions hereof, this Note shall bear interest at a rate per annum equal to twelve percent (12%), compounding annually (the “ Interest Rate ”), on the unpaid principal amount of this Note. Interest shall be computed on the basis of a 365 day year, counting the actual number of days elapsed. Interest shall be payable by the Maker to Payee monthly in arrears on the first business day following the end of each calendar month (each date of payment being an “ Interest Payment Date ”). All payments under this Note, including payments of principal and interest, shall be in lawful money of the United States of America and paid by check or wire transfer of immediately available funds or as otherwise determined by Maker to such account as Payee may from time to time designate by written notice in accordance with the provisions of this Note. If a payment date is other than a business day, payment shall be made on the next succeeding business day.

3. Prepayments . Maker shall have the right to prepay this Note in whole or in part at any time without premium or penalty and without the consent of Payee. Any prepayment, whether in whole or in part, shall be applied first to accrued and unpaid expenses, next to accrued and unpaid interest and then to principal, and interest shall immediately cease to run on any amount of the principal so prepaid.

4. Security Interest and Collateral .

(a) To secure the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all of the obligations and liabilities of Maker to Payee under this Note), Maker, for the purpose of granting to Payee a continuing security interest and lien, hereby collaterally assigns, pledges, delivers and sets over to Payee;

(i) 100,000 shares of common stock of MoneyOnMobile, Inc. (the “ Issuer ”) (ticker symbol “MOMT”) beneficially owned by Maker, together with any certificates representing such shares, any interest of Maker in the entries on the books of any financial intermediary pertaining to such shares and any dividends, distributions, return of capital, proceeds or other property or securities received in exchange for or in respect of the foregoing (collectively, the “ Pledged Collateral ”), and

(ii) all of the following rights relating to the equity interests included in clause (1) above, whether arising under the organizational documents of the Issuer or under the applicable laws of such Issuer’s jurisdiction of organization relating to the formation, existence and governance of corporations, limited liability companies or partnerships, as applicable, or otherwise: (i) all economic rights (including all rights to receive dividends and distributions), (ii) all voting rights and rights to consent to any particular action(s) by the applicable Issuer and (iii) all certificates evidencing any of the foregoing described Pledged Collateral (all of the foregoing, the “ Related Rights ” and, together with the Pledged Collateral, the “ Collateral ”).

Notwithstanding the foregoing, the rights relating to the applicable equity interests included in the “Pledged Collateral” shall not include more than 65% of the voting equity interests of (i) any entity that is not incorporated or organized under the laws of a State within the United States of America or the District of Columbia, and that is a “controlled foreign corporation” within the meaning of Section 957 of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to which a party hereto is a “US Shareholder” within the meaning of Section 951(b) of the Code (each a “ Foreign Subsidiary ”), or (ii) any subsidiary that has no material assets other than equity interests of one or more Foreign Subsidiaries; provided, however, in each case, the grant of a security interest in excess of such percentage could reasonably be expected to cause any material adverse tax consequences to the parties hereto and provided that immediately upon the occurrence of any circumstances under which the grant of a security interest in excess of such percentage could not reasonably be expected to cause material adverse tax consequences to any party hereto, “Pledged Collateral” shall automatically and without further action required by, and without notice to, any Person, include such greater percentage of equity interests) of the outstanding equity interests of such Person

(b) The security interest in the Collateral granted hereby shall be senior in right with all other security interests that have been granted by Maker prior to the date hereof and shall continue in effect to secure all obligations owing to Payee hereunder from time to time incurred or arising unless and until such obligations have been indefeasibly paid and satisfied in full.

(c) All certificates or other instruments representing or evidencing the Pledged Collateral shall be delivered to and held by or on behalf of Payee pursuant hereto and shall be accompanied by duly executed instruments of transfer or assignment in blank. At the request of Payee, Maker shall execute and deliver to Payee from time to time all financing statements, amendments, continuation financing statements, assignments, affidavits, reports, notices, letters of authority and all other documents that Payee may reasonably request in form reasonably satisfactory to Payee necessary to establish and maintain a valid, enforceable, perfected security interest in the Collateral as provided herein and the other rights and security contemplated hereby from time to time. Maker hereby authorizes Payee to receive, hold and/or deliver directly to itself, as applicable, any certificates, instruments or stock distributions issued in connection with the Collateral, in each case to be held by Payee as part of the Collateral, subject to the terms hereof. Upon an Event of Default (as defined below) , Payee shall have the right to transfer to or to register in the name of Payee or any of its nominees any or all of the Collateral. In addition, Payee shall have the right , at such time to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations. Maker hereby agrees that so long as any obligations remain outstanding under this Note, Maker will as reasonably requested in writing by Payee (i) promptly execute and deliver all further instruments and documents and take all further reasonable action that may be reasonably necessary in order to (A) perfect and protect the security interest created or purported to be created hereby, and (B) enable Payee to exercise and enforce its rights and remedies hereunder in respect of the Collateral; (ii) not sell, assign, exchange or otherwise dispose of any of the Collateral or any interest therein or create or suffer to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Collateral except for the security interest created hereby; provided, that Maker may sell or dispose of the Collateral without such consent if it substitutes collateral of substantially equivalent value reasonably acceptable to Payee or uses all of the proceeds thereof that are payable to Maker to pay Maker’s outstanding obligations under this Note until such obligations have been satisfied in full.

(d) So long as no Event of Default has occurred and been declared and is continuing, Maker shall have the right to receive and keep all dividends and other distributions payable in respect of the Collateral and to vote all securities constituting part of the Pledged Collateral, and to exercise any other voting rights pertaining to such Collateral, and to give consents, ratifications and waivers with respect thereto, and to exercise all of Maker’s rights as a holder of such securities for all purposes.

(e) As additional security for the prompt payment and performance of Maker’s obligations and liabilities under this Note, a related party has granted to Payee a lien and security interest in certain shares of Maker owned by such party pursuant to the terms of a Limited Guaranty and Pledge Agreement of even date herewith (the “ Related Party Pledge Agreement ”).

5. Subordination . Payee hereby acknowledges and agrees that the indebtedness of Maker under this Note shall be subordinated in all respects to Maker’s indebtedness under that certain Loan and Security Agreement, dated as of April 9, 2018, as amended on or about the date hereof, and as it may subsequently be amended (the “ Credit Agreement ”) by and among GACP Finance Co., LLC, as administrative agent and collateral agent (“ GACP ”), the lenders party thereto (the “ Lenders ”), Securus365, Inc., eVance, Inc., eVance Capital, Inc., OMNISOFT, Inc., and Crowdpay.us, Inc., as borrowers, and Maker, as parent guarantor. If reasonably required by GACP or the Lenders, Payee will promptly execute and deliver to GACP and the Lenders such reasonable and customary subordination, intercreditor or other agreements with respect to the indebtedness under this Note that is subordinated to Maker’s indebtedness under the Credit Agreement, provided that any such subordination agreement shall not prohibit the payment of the principal amount or interest when due hereunder, other than as provided in the Credit Agreement.

6. Representations and Warranties . Maker hereby represents, warrants and covenants, as of the date hereof, that:

(a) except as pledged herein, Maker is the direct and beneficial owner of the Pledged Collateral and is owned by Maker and pledged herewith free and clear of any and all liens, security interests, encumbrances, claims, pledges, restrictions, legends, and options, other than restrictions on transferability arising under applicable Federal and state securities laws and as contemplated by the Credit Agreement;

(b) Maker has the requisite and legal authority to execute, deliver, and perform under this Agreement and to pledge the Collateral hereunder;

(c) this Agreement constitutes the valid and binding obligation of Maker, enforceable in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditor’s rights generally, and the pledge of the Collateral referred to herein is not in violation of and shall not create any default under any material contractual obligation of Maker;

(d) contemporaneously with the execution hereof, such Maker is delivering to Payee any certificates representing or evidencing the Pledged Collateral, accompanied by duly executed instruments of transfer or assignments in blank, to be held by Payee, and the pledge and assignment of the Collateral and the grant of a security interest under this Note shall vest in Payee all of Maker’s rights in the Collateral as contemplated hereunder; and

(e) to Maker’s knowledge, none of the Pledged Collateral has been issued or otherwise transferred in violation of the Securities Act of 1933, as amended, or other applicable laws of any jurisdiction to which such issuance or transfer may be subject.

7. Events of Default .

(a) One or more of the following events shall constitute an event of default (each, an “ Event of Default ”):

(i) Maker shall default in any payment of the principal or interest under this Note after the same shall become due and payable for more than five (5) business days after such payment is due;

(ii) Maker shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts as they become due, or shall file a voluntary petition for bankruptcy, or shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting the material allegations of a petition filed against Maker in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Maker, or of all or any substantial part of the properties of Maker, or Maker or its directors or stockholders shall take any action looking to the dissolution or liquidation of Maker;

(iii) Within ninety (90) days after the commencement of any proceeding against Maker seeking any bankruptcy reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed, or within ninety (90) days after the appointment of any trustee, receiver or liquidator of Maker or of all or any substantial part of the properties of Maker, such appointment shall not have been vacated; or

(iv) Maker shall fail to observe or perform any other obligation to be observed or performed by it under this Note within twenty (20) days after written notice from Payee to perform or observe the obligation, or any representation or warranty made by Maker hereunder shall be false in any material respect as of the date made and such representation or warranty is not cured, if susceptible to cure, within twenty (20) days after written notice from Payee.

(v) An event of default occurs under the Credit Agreement and, as a result thereof, the maturity of the indebtedness evidenced thereby is accelerated in accordance with the terms thereof.

(b) Upon the occurrence of an Event of Default, at the option and upon the declaration of Payee, the entire unpaid principal and accrued and unpaid interest under this Note, and all other amounts owing under this Note shall, without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived, be immediately due and payable, and Payee may, immediately and without expiration of any period of grace, enforce payment of all amounts due and owing under such Note and exercise any and all other remedies granted to it at law, in equity or otherwise, including taking possession of the Collateral wherever it may be found and exercising any rights and remedies that may be available to Payee in respect of the Collateral.

(c) Without limiting the generality of paragraph (b) above, upon an Event of Default, Payee may, subject to any requirements of applicable law, sell, assign and deliver the whole or, from time to time, any part of the Collateral at the time held by Payee, at any private sale or at public auction, with or without demand, advertisement or notice of the time or place of sale or adjournment thereof or otherwise (all of which are hereby waived, except such notice as is required by applicable law and cannot be waived), for cash or credit or for other property for immediate or future delivery, and for such price or prices and on such terms as Payee in its sole discretion may determine. Maker hereby waives and releases any and all right or equity of redemption, whether before or after any sale hereunder. At any such sale, unless prohibited by applicable law, Maker may bid for and purchase the whole or any part of the Collateral so sold free from any such right or equity of redemption.

(d) Notwithstanding the foregoing, if any Event of Default occurs under clauses (ii) or (iii) of Section 7(a), all unpaid principal and accrued and unpaid interest on this Note, and all other amounts owing under this Note, shall automatically become immediately due and payable without any declaration or notice from Payee. Upon the occurrence of an Event of Default and a declaration of such by Payee hereunder, Maker shall pay all reasonable out-of-pocket costs of collection incurred by Payee. Without limiting the foregoing, from and after the occurrence of an Event of Default, interest shall accrue on the obligations under this Note at a rate equal to the Interest Rate plus two percent (2%).

(e) Maker hereby irrevocably appoints Payee its attorney-in-fact, subject to the terms hereof, following the occurrence and during the continuance of an Event of Default, at Payee’s option and Payee’s provision of notice to such Maker of its intent to exercise remedies against the Pledged Collateral, (i) to effectuate the transfer of the Pledged Collateral on the books of the Issuer thereof to the name of Payee, for the benefit of Payee and the Lenders, or to the name of Payee’s nominee, designee or transferee; (ii) to endorse and collect checks payable to such Maker representing distributions or other payments on the Pledged Collateral; and (iii) to carry out the terms and provisions hereof. Maker acknowledges and agrees that Payee shall be authorized at any time to provide a copy of this Agreement to any Issuer as evidence that Payee has been given the foregoing power of attorney.

8. Private Sale . In the event Payee has elected to enforce the remedies available in Section 7(c) , Maker recognizes that Payee may be unable to effect (or to do so only after delay which would adversely affect the value that might be realized from the Collateral) a public sale of all or part of the Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended and the regulations promulgated thereunder (the “Securities Act”), and may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof.

9. Payee Expenses . Maker shall promptly pay all reasonable out of pocket costs and expenses of Payee (including the reasonable fees, costs and expenses of attorneys for Payee in an amount not to exceed $15,000) in connection with this Note, the Related Party Pledge Agreement and the transactions contemplated hereby and thereby (collectively, the “ Loan Transactions ”), including without limitation: (a) the documentation, negotiation, and closing of the Loan Transactions, (b) the creation, perfection and maintenance of any liens in favor of Payee pursuant to the Loan Transactions; (c) the exercise and performance by Payee of its rights and remedies with respect to the Loan Transactions, (d) any amendments, modifications, consents and waivers to and/or under any and all documents relating to the Loan Transactions (whether or not such amendments, modifications, consents or waivers are consummated), (e) any litigation, dispute, suit or proceeding arising from the Loan Transactions, and (f) any workout, collection, bankruptcy, insolvency and other enforcement proceedings arising from any of the Loan Transactions (including the costs and expenses of restructuring experts, investment bankers, financial consultants, valuation firms and other professionals and advisors retained by or on behalf of Payee). Any fees, costs and expenses owing by Maker hereunder shall be due and payable within ten (10) business days after written demand therefor.

10. Indemnification . Maker shall defend, indemnify and hold harmless Payee, his successors and assigns, his affiliates, their respective directors, officers, employees, attorneys and agents (the “ Indemnified Parties ” and each, an “ Indemnified Party ”) and hold it harmless from and against any and all claims, debts, liabilities, losses, demands, obligations, actions, causes of action, fines, penalties, costs and expenses (including reasonable and documented attorneys’ fees), of every nature, character and description which such Indemnified Party may sustain or incur based upon or arising out of any of the Loan Transactions (except any such amounts sustained or incurred solely as the result of the gross negligence or willful misconduct of such Indemnified Party, as finally determined by a court of competent jurisdiction). Notwithstanding any provision in this Agreement to the contrary, this Section 10 shall remain operative even after the Maturity Date and shall survive the payment in full of all of the obligations owing hereunder.

11. Amendment; Waiver; Remedies . This Note may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of a party hereto but only by an agreement in writing signed by both parties. No failure or delay by Payee in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

12. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial . This Note shall be governed by and interpreted and enforced in accordance with the laws of the State of New York, without regard to the conflicts of laws rules thereof. Any legal suit, action or proceeding arising out of or relating to this Note shall be instituted exclusively in New York Supreme Court, County of New York, or in the United Stated District Court for the Southern District of New York (and any courts in which appeals from such courts may be heard) (the “ Specified Courts ”). The parties hereto hereby: (i) waive any objection which they may now have or hereafter have to the venue of any such suit, action or proceeding, and (ii) irrevocably consent to the jurisdiction of the Specified Courts in any such suit, action or proceeding. The parties further agree to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Specified Courts and agree that service of process upon a party mailed by certified mail to such party’s address shall be deemed in every respect effective service of process upon such party in any such suit, action or proceeding. Each party hereto hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this Note or any obligations hereunder.

13. Successors and Assigns . No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void. Subject to the foregoing, this Note shall inure to the benefit of and be binding upon the successors and permitted assigns of Maker and Payee.

14. Severability; Usury Laws . In the event any one or more of the provisions contained in this Note shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Note shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. The parties further agree to replace such invalid or unenforceable provision of this Note with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable provision. This Note is subject to the express condition that at no time shall Maker be obligated or required to pay interest on the principal balance at a rate which could subject Maker or Payee to either civil or criminal liability as a result of being in excess of the maximum rate which Maker is permitted by law to contract or agree to pay. If by the terms of this Note, Maker is at any time required or obligated to pay interest on the principal balance at a rate in excess of such maximum rate, the rate of interest under this Note shall be deemed to be immediately reduced to such maximum rate and interest payable hereunder shall be computed at such maximum rate.

15. Continued Effectiveness; Waiver or Delay . This Note shall remain in full force and effect and shall not be limited, impaired or otherwise affected in any way by reason of (a) any delay in making demand on Maker for or delay in enforcing or failure to enforce, performance or payment of Maker’s obligations, (b) any failure, neglect or omission on Payee’s part to perfect any lien upon, protect, exercise rights against, or realize on, any property of Maker or any other party securing the obligations under this Note, (c) any failure to obtain, retain or preserve, or the lack of prior enforcement of, any rights against any person or persons or in any property, (d) the invalidity or unenforceability of any obligations or rights in any Collateral under this Note, (e) the existence or nonexistence of any defenses which may be available to Maker with respect to the obligations under this Note or (f) the commencement of any bankruptcy, reorganization, liquidation, dissolution or receivership proceeding or case filed by or against Maker. No failure or delay by Payee in exercising any right, power or privilege under this Note shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein and therein provided shall be cumulative and not exclusive of any rights or remedies provided by law. Any reference in this Agreement to the “continuing” nature of any Event of Default shall not be construed as establishing or otherwise indicating that Maker or any other party has the independent right to cure any such Event of Default, but is rather presented merely for convenience should such Event of Default be waived in accordance with the terms of this Note.

16. Lost, Mutilated or Stolen Note . Upon receipt of evidence reasonably satisfactory to Maker of the loss, theft, destruction or mutilation of this Note and, in the case of any such mutilation, upon the surrender of this Note or cancellation to Maker at its principal office, Maker will execute and deliver, in lieu thereof, a new Note of like tenor containing the same terms as this Note, dated so that there with no loss of interest on such lost, stolen, destroyed or mutilated Note. Any Note in lieu of which any such new Note has been so executed and delivered by Maker shall not be deemed to be an outstanding Note for any purpose.

17. Entire Agreement . This Note constitutes the entire agreement among the parties with respect to the subject matter hereof and referenced herein, and supersedes and terminates any prior agreements between the parties with respect to the subject matter hereof.

18. Notices . Any notices, consents or approvals hereunder shall be in writing and be sent and deemed to have been received as follows: (a) when delivered, if personally delivered or sent via facsimile (with affirmative confirmation of receipt), or (b) one (1) business day following delivery to a nationally recognized overnight courier or (c) on the third (3 ^rd ) business day following the date on which the piece of mail containing such communication is posted, if sent by certified or registered mail, postage pre-paid, return receipt requested, in each case addressed, to the address of the party as set below, or such other address as provided by a party in accordance with the terms of this Section 16 .

19. Interpretation . The headings of the sections of this Note are inserted for convenience only and shall not be deemed to constitute a part hereof. The definitions contained in this Note are applicable to the singular as well as the plural forms of such terms. Whenever required by the context, any pronoun used in this Note shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The words “include” and “including” and other words of similar import when used herein shall not be deemed to be terms of limitation but rather shall be deemed to be followed in each case by the words “without limitation.” The words “herein,” “hereto,” and “hereby” and other words of similar import in this Note shall be deemed in each case to refer to this Note as a whole and not to any particular Section or other subdivision of this Note. The term “business day” means any day other than a Saturday, Sunday or other day on which banks are authorized or required to close in New York, New York.

20. Counterparts . This Note may be executed in any number of counterparts, each of which will be deemed an original, with the same effect as if the signature on each such counterpart were on the same instrument. Further, this Note may be executed by transfer of an originally signed document by facsimile or e-mail (in PDF or a similarly scanned format), each of which will be as fully binding as an original document.

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IN WITNESS WHEREOF , Maker, intending to be legally bound hereby, has caused this Note to be duly executed by its duly authorized officer as the day and year first above written.