Exhibit 10.1


 


 


 


DEBT CONVERSION AGREEMENT


 


THIS DEBT CONVERSION AGREEMENT (this
“Agreement”) is dated as of ___________ (the “Effective Date”) by and between AppTech, Corp., a Wyoming corporation
(“Corporation”), ___________________ (“Creditor” or “Debt Holder”). Corporation and the Creditor
are sometimes referred to collectively as the Parties.


 


WHEREAS, Parties previously executed an interest-bearing
promissory note for $_________________ (the “Promissory Note”) for the purpose of capitalizing the Corporation;


 


WHEREAS, the current debt outstanding to the Company under
the terms of the Promissory Note totals approximately $______________ in principal and accrued interest (“Debt”);


 


WHEREAS, Parties have agreed to recapitalize the Corporation
by converting the amounts due under the Promissory Note into the common stock of the Corporation with a par value of $0.001 per
share (the “Common Stock”) of the Corporation (the “Conversion”) ;


 


WHEREAS, the Board of Directors of the Corporation determined
that the Conversion is in the best interests of the Corporation in pursuit of its goals to achieve ;


 


WHEREAS, the Corporation has authorized sufficient Common
Stock for issuance with regards to the Conversion;


 


WHEREAS, Parties desire to exchange the amounts due under
the Promissory Note into Common Stock all as set forth below;


 


WHEREAS, the terms and conditions of this transaction have
been negotiated with and approved by all of the non-interested directors of the Corporation; and


 


WHEREAS, Parties desire to enter into this Agreement to provide
the terms and conditions upon which the Promissory Note will be converted into the Common Stock;


 


NOW THEREFORE, in exchange for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:


 


1. Conversion.


 


(a) As of the Effective Date, Creditor
hereby elects to convert the Debt into a number of shares of the Common Stock according to the Conversion Formula (defined below)
resulting in the issuance of _______________ shares of Common Stock to the Creditor.


 


2. Representations, Warranties and
Covenants.


 


(a) Of the Corporation. The Corporation
hereby makes the following representations, warranties and covenants in favor of Creditor:


 


(i) Authorized Shares. The Common
Stock identified in Section 1 of this Agreement constitute duly authorized common stock of the Corporation, the issuance of which
to Creditor has been duly authorized by the board of directors of the Corporation.


 


(ii) Validly Issued. Upon issuance
of the Common Stock identified in Section 1 of this Agreement and receipt by the Corporation of the Promissory Note representing
the amounts owed to Creditor by Corporation pursuant to the terms of the Promissory Note, properly endorsed and accompanied by
all instruments necessary to effect the transfer of such Promissory Note to the Corporation, such Common Stock shall be validly
issued and outstanding, fully paid, nonassessable and free and clear of all liens and encumbrances arising through the actions
of the Corporation or its directors, officers, employees or agents.


 



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(iii) Issuance of Common Stock.
Upon the Corporation’s receipt of the Promissory Note and the duly executed counterparts of this Agreement from Creditor, the Corporation
shall issue the Common Stock specified in Section 1 of this Agreement to the party identified in Section 1 of this Agreement as
electing to receive such Common Stock.


 


(b) Of Creditor. Creditor (and
“Note Holder”) hereby makes the following representations, warranties and covenants with respect to such Note Holder
in favor of the Corporation.


 


(i) Note Holder. Such Note Holder
is the owner of the Promissory Note, and owns such Promissory Note free and clear of all liens, claims and encumbrances.


 


(ii) Authorization. Such Note Holder
has full power and authority to enter into this Agreement, and this Agreement, when executed and delivered, will constitute a valid
and legally binding obligation of such Note Holder. The individual signing this Agreement on behalf of such Note Holder is duly
authorized to execute this Agreement for and on behalf of such Note Holder. All organizational action required to be taken to authorize
(i) the execution and delivery of this Agreement by the undersigned individual for and on behalf of such Note Holder and (ii) the
performance by such Note Holder of such Note Holder’s obligations hereunder has been taken.


 


(iii) To Be Purchased Entirely For Own
Account. This Agreement is made with such Note Holder in reliance upon such Note Holder’s representation to the Corporation,
which, by such Note Holder’s execution of this Agreement, such Note Holder hereby confirms, that the Common Stock to be purchased
by such Note Holder and any securities issuable upon conversion thereof (such Common Stock and securities issuable upon conversion
thereof being, collectively, the “Securities”) are being and will be acquired for investment for such Note Holder’s own
account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof, and that neither such
Note Holder nor any of its officers, members, managers or representatives with the authority, responsibility or power to make a
decision with regard to the purchase or sale of the Securities or any portion thereof (collectively, such “Note Holder’s Representatives”)
has any present intention of selling, granting any participation in or otherwise distributing the same. Such Note Holder and such
Note Holder’s Representatives are familiar with the phrase “acquired for investment and not with a view to distribution”
as it relates to the Securities Act of 1933, as amended (the “Securities Act”) and state securities laws and the special
meaning given to such term by the Securities and Exchange Commission (the “SEC”). By executing this Agreement, such Note
Holder further represents that such Note Holder does not have any contract, undertaking, agreement or arrangement with any person
to sell, transfer or grant participations to such person or to any third person, with respect to any of the Securities.


 


(iv) Reliance Upon Note Holder’s Representations
and Warranties. Such Note Holder and such Note Holder’s Representatives understand that the Securities are not, and upon issuance
of any of the Securities on conversion of the Common Stock, at the time of issuance may not be, registered under the Securities
Act on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration
under the Securities Act, and that the Corporation’s reliance on such exemption is predicated on such Note Holder’s representations
and warranties set forth herein.


 


(v) Receipt of Information. Such
Note Holder and such Note Holder’s Representatives have received all the information they consider necessary or appropriate for
deciding whether to purchase the Securities and each portion thereof. Such Note Holder further represents that such Note Holder
and such Note Holder’s Representatives have had an opportunity to ask questions and receive answers from the Corporation regarding
the terms and conditions of the offering of the Securities and each portion thereof and the business, properties, prospects and
financial condition of the Corporation and to obtain additional information necessary to verify the accuracy of any information
furnished to such Note Holder or such Note Holder’s Representatives or to which such Note Holder or such Note Holder’s Representatives
had access.


 



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(vi) Investment Experience. Such
Note Holder represents that it and such Note Holder’s Representatives are experienced in evaluating and investment in private placement
transactions of securities of companies in a similar stage of development as the Corporation and acknowledges that such Note Holder
can bear the economic risk of such Note Holder’s investment and that such Note Holder’s Representatives have such knowledge and
experience in financial and business matters that they are capable of evaluating the merits and risks of the investment in the
Securities.


 


(vii) Accredited Investor. Such
Note Holder is an Accredited Investor, as such term is defined in Regulation D promulgated under the Securities Act.


 


(viii) Restricted Securities. Such
Note Holder and each of such Note Holder’s Representatives understands that neither the Securities nor any portion thereof may
be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that
in the absence of an effective registration statement covering the Securities (or such portion thereof) or an available exemption
from registration under the Securities Act, the Securities and each portion thereof must be held indefinitely. Furthermore, such
Note Holder and each of such Note Holder’s Representatives is aware that neither the Securities nor any portion thereof may be
sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that Rule are met.


 


(ix) Legends. To the extent applicable,
each certificate or other document evidencing any of the Securities shall be endorsed with the legends substantially in the form
set forth below:


 


The following legend under the Securities Act:


 


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL
REGISTERED UNDER SUCH ACT, OR UNLESS APPTECH CORP. (THE “CORPORATION”) HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE,
SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.


 


Also, the Corporation shall endorse such certificates with
each legend imposed or required by the Corporation’s Articles of Organization or applicable state securities laws.


 


3. Definitions:


 


(a) “Commission” shall mean
the U.S. Securities and Exchange Commission.


 


(b) The Conversion Formula is as follows:


 


	 Promissory
Note Amount 	 =
	shares
of Common Stock to be converted
	Conversion
Price	 	 



 


(c) “Conversion Price” shall
mean $1.00 per share of Common Stock.


 


(d) “Person” shall
mean any natural person, trust, corporation, partnership, limited partnership, limited liability company, unincorporated
association or other entity.


 



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(e) “Securities Act” shall
mean the Securities Act of 1933, as amended.


 


5. Governing Law. This Agreement
shall be governed by the laws of the State of California, without reference to the choice of laws rules of such state.


 


6. Attorneys’ Fees. In the event
any party hereto fails to perform any of its obligations under this Agreement or the transactions contemplated hereby or in the
event a dispute arises concerning the meaning or interpretation of any provision of this Agreement, the defaulting party or the
party not prevailing in such dispute, as the case may be, shall pay any and all reasonable costs and expenses incurred by the other
party in enforcing or establishing its rights hereunder, including court costs and reasonable attorneys’ fees.


 


7. Successors and Assigns. This
Agreement shall be binding upon each party hereto and its respective successors and assigns.


 


8. Severability. If any term or
provision of this Agreement or any application thereof shall be held invalid or unenforceable, the remainder of this Agreement
and any other application of such term or provision shall not be affected thereby.


 


9. Entire Agreement. This Agreement
constitutes the entire agreement of the parties with respect to the subject matter hereof, and may not be changed or modified except
by an agreement in writing signed by the parties hereto. The Corporation and Match hereby agree that all prior or contemporaneous
oral understandings, agreements or negotiations relative to the subject matter hereof are merged into and revoked by this Agreement.


 


10. Interpretation. All provisions
of this Agreement shall be interpreted according to their fair meaning and shall not be strictly construed against any party.


 


11. Counterparts; Facsimile Signature.
This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which, taken together,
shall constitute one agreement. An original signature or copy thereof transmitted by facsimile shall constitute an original signature
for purposes of this Agreement.


 


IN WITNESS WHEREOF, the undersigned have
executed this Agreement as of the Effective Date.


 





	CORPORATION	 
	 	 	 
	AppTech Corporation, a Wyoming corporation	 
	 	 	 
	By:	 	 
	 	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	CREDITOR	 
	 	 	 
	By:	 	 
	 	 	 
	Name:	 	 





 


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