Exhibit
10.1


 


ASSIGNMENT
OF DEBT AGREEMENT


 


THIS
ASSIGNMENT OF DEBT AGREEMENT dated the 22nd day of February 2021,


 


	AMONG:	 
	 	FRH
    Group Corporation
	 	555
    Anton Boulevard
	 	Suites
    150, Costa Mesa, CA 92626
	   	 
	 	(the
    “ASSIGNEE”)
	 	 
	AND:	 
	 	FRH
    Group Ltd.,
	 	2801
    & 2802 Liwa Heights, Cluster W, Jlt ,
	 	Dubai,
    UAE
	 	 
	 	(the
    “ASSIGNOR”)
	 	 
	AND:	 
	  	FDCTech,
    Inc.,
	 	200
    Spectrum Drive, Suite 300,
	 	Irvine,
    CA, 92618
	 	 
	  	(the
    “DEBTOR”)


 


WHEREAS:


 


A.
The Debtor is indebted to the Assignor according to the FRH Note(s) Agreement (Exhibit II) for the principal amount of $1,000,000
and any unpaid and accrued interest of $256,908 in U.S. funds (the “Note(s)” or “Debt”). The Note(s) is
according to the terms of FRH Note(s) with the face value in the principal $1,000,000 Coupon 6% Issue between Date February 22,
2016, and April 24, 2017, at a Conversion Price of $0.10 per share among the Debtor and the Assignor.


 


B.
The Assignor wishes to convert the Debt into Common Stock of the Debtor at a Conversion Price of $0.10 per share as per FRH Note(s)
Agreement, See Notice of Conversion (Exhibit I).


 


C.
The Assignee wishes to receive the Common Stock under its name upon Notice of Conversion. The Assignor wishes to grant, assign,
transfer and set over unto the Assignee its entire right, title, and interest in and to the Common Stock upon the terms and conditions
contained in this agreement.


 


D.
Felix R. Hong is the ultimate beneficial owner of both the Assignor and Assignee. 


 


NOW
THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual promises, covenants, conditions, representations,
and warranties hereinafter contained and for other good and valuable consideration, the receipt of which is acknowledged and subject
to the terms and conditions hereinafter set out, the parties agree as follows:


 


		1.	REPRESENTATIONS,
                                         WARRANTIES, AND COVENANTS OF THE ASSIGNOR



 


		1.1	The
                                         Assignor represents, warrants, and covenants to the Assignee that:



 


(a)
the above premises are accurate and complete, that the Debt has not been prepaid in full or in part, and that the Assignor has
given the Debtor notice of this Assignment;


 


(b)
the full amount of the Debt is due and owing by the Debtor to the Assignor; and


 






    	 	 	 



    	 



    

 


(c)
the Assignor now has a good right, full power, and absolute authority to assign its right, title, and interest in and to the Debt
in the manner set out in Article 2 hereof according to the real intent and meaning of this agreement.


 


	 	1.2	The
    Assignor provides the representations, warranties, and covenants contained in Section 1.1 for the exclusive benefit of the
    Assignee. The Assignee may waive a breach of any one or more or in part at any time without prejudice to its rights in respect
    to any other breach of the same or any other representation or warranty or covenant. Any representations, warranties, and
    covenants contained in Article 1 will survive the signing of this agreement.


 


	2.	ASSIGNMENT
    OF THE COMMON STOCK UPON CONVERSION NOTICE AND RESTRUCTURING OF TERMS



 


	2.1	The
    Assignor grants assign, transfers, and sets over unto the Assignee his entire right, title, and interest in and to the Common
    Stock upon the Conversion Notice, including, without limitation, all rights, benefits, and advantages of the Assignor to be
    derived therefrom and all burdens, obligations, and liabilities to be derived thereunder, in consideration of the premises
    and the consideration set out in Section 2.3.
	 	 
	2.2	The
    Assignor agrees to restructure the Debt terms by changing the Debt from a demand note to conversion into Common Stock of the
    Debtor from the date of this agreement, considering the premises and the consideration set out in Section 2.3, Notice of Conversion
    (Exhibit I).
	 	 
	2.3	Notice
    of Conversion: The Assignor of the Debt with the face value in the principal $1,000,000 Coupon 6% Issue between Date February
    22, 2016, a and April 24, 2017, at a Conversion Price of $0.10 per share hereby surrenders such Debt for conversion into 12,569,080
    shares of the restricted Common Stock of FDCTech, Inc., in exchange of the principal balance of the Debt of $1,000,000 and
    any unpaid and accrued interest of $256,908 thereon representing the total unpaid principal and interest amount of such Debt
    as of February 22, 2021, and requests that the certificates for such shares be issued in the name of, and delivered to, FRH
    Group Corporation, [Address].
	 	 
	2.4	The
    Assignor acknowledges and agrees that he will transfer the Common Stock in compliance with the Securities Act of 1933, pursuant
    to a registration statement and exemption from registration under the Securities Act of 1933. The Assignor acknowledges that
    the share certificates representing the shares issued may bear a trading restriction legend and may bear any other legend
    if the Assignee reasonably requires the legend or legends to comply with state, federal, or foreign law.
	 	 
	3.	CONSENT
    OF DEBTOR
	 	 
	3.1	The
    Debtor agrees and consents to the Assignment of the Assignor’s interest in the Debt to the Assignee pursuant to this
    agreement’s terms and conditions.


 


	3.2	The
    Debtor represents, warrants, and covenants to the Assignee that (a) the full amount of the Debt is due and owing at the time
    of this agreement, (b) the Debt has not been prepaid in full or in part, and (c) any interest owing on the Debt has been paid
    in full up to February 22, 2021.
	 	 
	3.3	The
    Debtor agrees and acknowledges and that the Assignee is entitled to make a demand at any time for payment of the full amount
    of the Debt.


 


4.
COUNTERPART


 


	4.1	This
    agreement may be signed in one or more counterparts, each of which, when so signed, will be deemed an original, and such counterparts
    together will constitute one in the same instrument.


 






    	 	 	 



    	 



    

 


IN
WITNESS WHEREOF, the parties signed this agreement as of the day and year first above written.


 


	 	/s/
    Felix R. Hong	 
	 	Felix
    R. Hong, CEO	 
	 	FRH
    Group Corporation	 
	 	555
    Anton Boulevard, Suites 150	 
	 	Costa
    Mesa, 92626	 
	 	(the
    “ASSIGNEE”)	 


 


	AND:	/s/
    Felix R. Hong	 
	 	Felix
    R. Hong, Director	 
	 	FRH
    Group Ltd.,	 
	 	2801
    & 2802 Liwa Heights, Cluster W, Jlt ,	 
	 	Dubai,
    UAE	 
	 	 	 
	 	(the
    “ASSIGNOR”)	 


 


	AND:	/s/Mitchell
    M. Eaglstein	 
	 	Mitchell
    M. Ealgstein, CEO	 
	 	FDCTech,
    Inc.,	 
	 	200
    Spectrum Drive, Suite 300,	 
	 	Irvine,
    CA, 92618	 
	 	 	 
	 	(the
    “DEBTOR”)	 


 




    	 	 	 



    	 



    

 


EXHIBIT
I


 


NOTICE
OF CONVERSION


 


The
undersigned, the Holder of the #FRH Note(s) (“Note I” or “Debt”) with the face value in the principal
$1,000,000 and any unpaid and accrued interest of $256,908 thereon representing the total unpaid principal and interest amount
of such Debt as of February 22, 2021, at a Conversion Price of $0.10 per share hereby, surrenders such Debt or Note(s) for conversion
into 12,569,080 shares of the Common Stock of FDCTech, Inc., in exchange of the total unpaid principal and interest amount of
such Note as of February 22, 2021, and requests that the certificates for such shares be issued in the name of, and delivered
to,


 


FRH
Group Corporation, whose address is 555 Anton Boulevard, Suites 150, Costa Mesa, 92626.


 


Dated:
February 22, 2021


 





	 	 
	 	Felix
    R. Hong, CEO
	 	FRH
    Group Corporation
	 	(Address)


 


	Agreed
    to and Accepted this	 
	22nd
    day of February 2021	 
	 	 
	 	 
	Mitchell
    M. Eaglstein, CEO	 
	FDCTech,
    Inc.	 
	200
    Spectrum Drive, Suite 300,	 
	Irvine,
    Ca, 92618