Exhibit 10.2


 


 


LOAN FORBEARANCE AGREEMENT


 


THIS LOAN FORBEARANCE AGREEMENT (this
“Agreement”) is dated as of ____________________ (the “Effective Date”) by and between AppTech, Corp., a Wyoming
corporation (“Corporation”), _______________ (“Holder”). Corporation and Holder are sometimes referred to collectively
as the Parties.


 


WHEREAS, Parties previously executed an interest-bearing
convertible 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 forebear the enforcement
of the terms of the Promissory Note; and


 


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


 


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


 


1. Forbearance.


 


(a) Holder hereby acknowledges that
it will forebear enforcement of any of the payment terms of the Promissory Note, including but not limited to the Maturity Date,
as defined therein, for a period of twelve (12) months from the Effective Date (“Forbearance Period”). Holder hereby
acknowledges that it will forebear the application of any default remedies, including but not limited to default interest rates,
for the Forbearance Period. Further, and for clarification, no interest of any kind shall accrue or capitalize during the Forbearance
Period and shall be forever waived as it relates to interest that would have otherwise accrued during the Forbearance Period.


 


2. Additional Consideration.


 


(a) Equity Bonus. Corporation
hereby agrees that in exchange for the above forbearance, upon the effectiveness of this Agreement, the Holder will receive a 5%
equity bonus of the original principal amount of the Promissory Note. The equity shall be shares of common stock in the Corporation
at a conversion price of $1 dollar per share of common stock. For the avoidance of doubt, if the original principal amount of the
note is $100,000 and the accrued interest is $35,000, the Equity Bonus would be 5% of the original principal, or $5,000, which
equates to 5,000 shares of common stock in the Corporation. The Equity Bonus for this Agreement is _______________shares.


 


3. Representations and Warranties.


 


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


 


(i) Authority. Corporation 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 Corporation. The individual signing this Agreement on behalf of Corporation, if an entity, is duly
authorized to execute this Agreement for and on behalf of Corporation. 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 Corporation and (ii) the performance
by Corporation of Corporation’s obligations hereunder has been taken.


 


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


 



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


 


(ii) Authorization. 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 Holder. The individual signing this Agreement on behalf of Holder, if an entity, is duly authorized
to execute this Agreement for and on behalf of 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 Holder and (ii) the performance by Holder of
Holder’s obligations hereunder has been taken.


 


(iv) Reliance Upon Holder’s Representations
and Warranties. Holder and 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 Holder’s representations and warranties set forth
herein.


 


(v) Restricted Securities. Holder
and Holder’s Representatives understand 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.


 


(vi) 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.


 


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.


 



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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.


 



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


 


	CORPORATION	 
	 	 	 
	AppTech
Corporation, a Wyoming corporation	 
	 	 	 
	By:	 	 
	 	 	 
	Name:	Luke D’Angelo	 
	 	 	 
	Title:	Chief Executive Officer	 
	 	 	 
	HOLDER	 
	 	 	 
	By:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 


 


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