Item 1.01. Entry into a Material Definitive Agreement
On November 24, 2021, The OLB Group, Inc. ("we," "us," "our," and the "Company")
entered into an Asset Purchase Agreement (the "Agreement") dated as of November
24, 2021 with FFS Data Corporation ("Seller") whereby it acquired a portfolio of
merchants in the CBD industry, along with other merchants (individually, a
"Merchant" and, collectively, the "Merchants") utilizing financial transaction
processing services (the "Purchased Assets") conducted by Seller (the
"Transaction"). In addition to the Purchased Assets, the Company purchased
customer lists, intellectual property and net revenue, residuals, rebates, or
credits relating to the Purchased Assets accruing from October 1, 2021.
The purchase price is $18 million, with $16 million being paid at closing and $2
million being held in an escrow account and becoming payable within six (6)
months after the closing (the "Escrowed Funds") and subject to an adjustment
based on the revenue and residuals generated by the Purchased Assets. The
Escrowed Funds will be adjusted whereby, if there is an average revenue
shortfall percentage of 20% or less, then the full amount of the Escrowed Funds
shall be released to Seller one year from the closing date of November 24, 2021.
If the average revenue shortfall is more than 20%, then the Escrowed Funds will
be released to Seller in pro rata amounts using the percentage basis of the
funds that is more than 20%. As an illustration, if the average revenue
shortfall is 30%, the Escrowed Funds shall be released to Seller in the amount
of $1,800,000.00 (using an attrition adjustment of 10%).
The Agreement contains a restrictive covenant whereby for a period of ten (10)
years from the closing, none of Seller, including its any of its principals,
executives, officers, directors, managers, employees, salespersons, or entities
in which such principal has any interest, will directly or indirectly (i)
induce, attempt to induce, interfere with, disrupt or attempt to disrupt any
past, present or prospective business relationship, solicit, market to, endeavor
to obtain as a customer, or contract with any Merchant in order to provide
services to such Merchant in competition with the Company; or (ii) solicit or
interfere with, disrupt or attempt to disrupt any past, present or prospective
business relationship, contractual or otherwise any person or entity that is a
party to any contract assigned to the Company to terminate its contractual or
business relationship with the Company.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Exhibit Description
10.1 Asset Purchase Agreement dated November 24, 2021 by and between the
Company and FFS Data Corporation.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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