Fractional common shares and Class A shares will not be distributed. Instead, for registered shareholders, the distribution agent will aggregate fractional common shares into whole shares, sell such whole shares in the open market at prevailing rates promptly after our common shares commence trading on NASDAQ, and distribute the net cash proceeds from the sales, net of brokerage fees and other costs, pro rata to each holder who would otherwise have been entitled to receive fractional common shares in the distribution (net of any required withholding for taxes applicable to each holder). Holders of OLB common stock that hold their shares through a bank, broker, or nominee shall receive cash in lieu of fractional common shares, if any, determined in accordance with the policies of such bank, broker, or nominee. OLB will pay cash to each holder who would otherwise have been entitled to receive fractional Class A shares in the distribution. If an OLB shareholder holds fewer than ____shares of OLB common stock as of the record date, it will not receive any of our common shares, it will not receive any of our shares of common stock; however, the shareholder will receive a cash distribution from our distribution agent representing the proceeds from the sale of the fractional common shares to which the shareholder is entitled, net of brokerage fees and other costs. See “Business – Mechanics of the Spin-Off Distribution.” for a more detailed explanation. If you receive cash in lieu of fractional common shares and Class A shares you will not be entitled to any interest on the payments. The receipt of cash in lieu of fractional common shares and Class A shares generally will be taxable to the recipient OLB shareholders that are subject to U.S. federal income tax as described in “Tax Considerations” below.
