Exhibit 4.4


 





 


5876 Owens Ave. Suite 100


Carlsbad, CA 92008


 


(Enacted 10/13/2020)


 


Compensation Committee Charter


 


I. Purpose of Committee


 


The primary objectives
of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of AppTech Corp. (the
“Company”) are to assist the Board in fulfilling its oversight responsibility by:


 


		-	working with the CEO
provide a roadmap of Compensation Committee activities over a 24 month period that will meet regulatory requirements but will allow
for a sequencing of initiatives consistent with the ability of the organization to resource the strategies;



 


		-	developing and overseeing
the implementation of the Company’s compensation philosophy with respect to the Company’s directors, Chief Executive Officer (the
“CEO”) and other executive officers, as defined by Rule 16a-1(f) of the Securities Act of 1933, as amended (“executive
officers”);



 


		-	designing compensation
programs that compensate the employees of the Company and its subsidiaries effectively and in a non-discriminatory manner consistent
with such compensation philosophy, internal equity considerations, market practices and the requirements of the appropriate employment
laws and regulatory bodies; 



 


		-	considering, when making
pay for performance decisions, compliance with applicable laws and regulations that have an impact on our business in order to
maintain the highest standards of integrity and ethical conduct;



 


		-	reviewing and recommending
to the Board the Company’s compensation discussion and analysis for inclusion in the Company’s proxy statement as required by the
Securities and Exchange Commission (“SEC”); and



 


		-	preparing a Committee
report for the Company’s proxy statement. 



 


II. Committee Membership, Composition & Meetings


 


The Committee will comprise of three
(3) or more Directors as determined by the Board. All Committee member will meet the applicable standards of independence and the
determination of independence will be made by the Board and as defined by applicable standards in Section 10A of the Exchange Act.


 






    


     


    

 


 


5876 Owens Ave. Suite 100


Carlsbad, CA 92008



 


Committee members shall be appointed
by the Chairman of the Board and approved by the Board. Additionally, the Committee is chaired by an Independent Director appointed
by the Chairman of the Board and approved by the Board. The Committee will meet at two (2) times per year, or more frequently,
as circumstances dictate. The Committee Chair will preside at each meeting. The Committee Chair will approve the agenda for the
committee’s meetings and any member may suggest items for consideration. Briefing materials will be provided to the committee as
far in advance of meetings as practicable. The Committee may invite to any of its meetings other directors, members of Company
management, and such other persons as it deems appropriate in order to carry out its responsibilities. The Committee will maintain
written minutes of its meetings. At each regularly scheduled meeting of the Board the chairperson of the Committee shall provide
the Board with a report of the Committee’s activities and proceedings.


 


III. Committee Authority, Responsibilities and Duties


 


The Compensation Committee should encourage
continuous improvement and should foster adherence to the Company’s policies, procedures, and practices at all levels. The compensation
committee will make recommendations to the Board and review and approve our compensation policies and all forms of compensation
to be provided to our directors and executive officers, including, among other things, annual salaries, bonuses, equity incentive
awards and other incentive compensation arrangements. In addition, our compensation committee will administer our equity incentive
and employee stock purchase plans, including granting stock options or awarding restricted stock units to our directors and executive
officers. Our compensation committee will also review and approve employment agreements with executive officers and other compensation
policies and matters


 


In accordance with Nasdaq listing standards
and our yet to be instituted compensation committee charter, our compensation committee will have the authority and responsibility
to retain or obtain the advice of compensation consultants, legal counsel and other compensation advisors, the authority to direct
the Company to pay such advisors and the responsibility to consider the independence factors specified under applicable law and
any additional factors the compensation committee deems relevant.


 


Specifically, the principal responsibilities of the Committee
are to:


 


		-	At least annually, review the Company’s overall compensation
philosophy and evaluate the results of its policies to ensure that the compensation payable to the Company’s executive officers
provides overall competitive pay levels, creates proper incentives to enhance stockholder value, appropriately rewards performance,
and is justified by the returns available to stockholders.



 


		-	Review and approve, subject to submission to the
stockholders of the Company, if required by law or any applicable regulatory body, the Company’s compensation programs for executive
officers.



 






    


     


    

 


 


5876 Owens Ave. Suite 100


Carlsbad, CA 92008



 


		-	Coordinate the Board’s role in establishing performance
criteria and goals for the Company’s executive officers, evaluate the performance of the executive officers, and certify whether
and to what extent performance goals have been attained



 


		-	Establish and periodically review policies in the
area of executive perquisites.



 


		-	Review and approve the terms of any employment agreement
or any other agreement providing for severance, post-termination or change of control benefits between the Company and any executive
officer.



 


		-	Ratify change of control benefits between the Company
and any non-executive officer.



 


		-	Review the performance of the CEO and determine the
individual elements of total compensation for the CEO (at a meeting at which the CEO is not present), considering the performance
of the CEO and the Company, the compensation practices of the Company’s peer group(s) and the Company’s compensation philosophy
as established by the Committee.



 


		-	Review and discuss with the CEO the performance of
the Company’s executive officers and determine the individual elements of total compensation for each executive officer considering
the recommendations of the CEO with respect to such compensation, the performance of such executive officers and the Company, the
compensation practices of the Company’s peer group(s) and the Company’s compensation philosophy as established by the Committee.



 


		-	Determine compensation for such other officers as
the Committee deems appropriate considering the recommendations of the CEO and management with respect to such officers, such officers’
compensation, the performance of such officers and the Company and the Company’s compensation philosophy as established by the
Committee.



 


		-	Grant or approve the grant of awards, whether in
cash or otherwise pursuant to the Company’s compensation programs, to the Company’s executive officers taking into consideration
the recommendations of the CEO with respect to such awards.



 


		-	Review and discuss with management the Compensation
Discussion and Analysis, and approve the Compensation Committee Report, as required by SEC rules and regulations to be included
in the Company’s Proxy Statement for its Annual Meeting of Stockholders.



 


		-	Determine periodically the compensation for non-employee
directors.



 


		-	Oversee the completion of an annual compensation
risk assessment, including an evaluation of incentive compensation policies and practices for all employees to ensure they do not
pose risks that are reasonably likely to have a material adverse effect on the Company.



 






    


     


    

 


 


5876 Owens Ave. Suite 100


Carlsbad, CA 92008



 


		-	Monitor compliance by directors and executive officers
with the Company’s stock ownership guidelines, if any.



 


		-	Perform the responsibilities of the Committee as
enumerated in any compensation plan, if any.



 


		-	Retain, oversee and terminate compensation consultants,
outside counsel, or other advisors or experts that advise the Committee, as it deems appropriate, including approval of fees and
other retention terms.



 


		-	Undertake such other responsibilities as may be assigned
to the Committee, from time to time, by the Board or as designated in compensation or benefit plan documents. The Committee may
delegate to the CEO such of its duties and responsibilities as the Committee deems to be in the best interests of the Company,
provided such delegation is not prohibited by law, regulation or listing standards.



 


IV. Performance Evaluations


 


The Committee shall, at least annually,
conduct a self-evaluation of the performance of the Committee and its members, review and assess the adequacy of this Charter and
recommend any proposed changes to the Board for approval.


 


V. Amendments


 


This Charter may be amended from time
to time by the Board, and any amendment must be disclosed as required by, and in accordance with, applicable laws, rules and regulations.