Exhibit 10.3


 


 


 


DEBT CONVERSION AGREEMENT


 


THIS DEBT CONVERSION AGREEMENT (this “Agreement”)
is dated as of 9/30/2021(the “Effective Date”) by and between AppTech, Corp., a Wyoming corporation (“Corporation”),
Robert Davis (“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 $350,000 (three hundred fifty thousand dollars.) (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 $529,795 (five hundred twenty-nine thousand seven hundred ninety-five
dollars) 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 529,795 (five hundred twenty-nine
thousand seven hundred ninety-five) 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 (iii) 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:	Luke D’Angelo	 
	 	 	 
	Title:	Chief Executive Officer	 
	 	 	 
	CREDITOR	 
	 	 	 
	By:	 	 
	 	 	 
	Name:	Robert Davis	 


 


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