Exhibit 10.23


 


LOCK-UP
AGREEMENT


 


December 15,
2021


 


EF Hutton, division of Benchmark Investments, LLC


590 Madison Avenue,
39th Floor 


New York,
NY 10022


 


Re: AppTech
Corp.—Public Offering


 


Ladies and
Gentlemen:


 


The undersigned,
an officer, director and/or holder of common stock, par value $0.001 per share (the
“Common Stock”),
or rights to
acquire shares of
Common Stock (the “Shares”),
of AppTech Corp., a
Delaware corporation (the “Company”), understands that EF Hutton, division of Benchmark Investments,
LLC (“EF Hutton”) is the representative (the “Representative”)
of the several underwriters, if any (collectively,
the “Underwriters”), named
or to be
named in the
final form of
Schedule I to
the underwriting agreement (the “Underwriting Agreement”)
to be entered into among the Underwriters and the
Company, providing for
the public offering
(the “Offering”)
of Shares and
warrants to purchase
Shares (collectively, the “Securities”) pursuant to
a registration statement filed or to be filed with the U.S. Securities
and Exchange
Commission (the
“SEC”). Capitalized terms
used herein and
not otherwise defined
shall have the meanings
set forth in
the Underwriting Agreement.


 


In consideration
of the Underwriters’ agreement to enter into the Underwriting Agreement and to proceed
with the Offering
of the Securities,
and for other
good and valuable
consideration, receipt of
which is hereby
acknowledged, the undersigned
hereby agrees, for
the benefit of
the Company, the
Representative and the other Underwriters that, without the prior written consent
of the Representative, the undersigned will not, during the period commencing on the
date this Lock-up Agreement and continuing and including the date that is three hundred
sixty (360) days after the closing of the Offering (the “Lock-Up Period”),
directly or indirectly,
unless otherwise provided
herein, (a) offer,
sell, agree to
offer or sell,
solicit offers to
purchase, grant
any call
option or
purchase any
put option
with respect to,
pledge, encumber, assign,
borrow or otherwise
dispose of (each a
“Transfer”) any
Relevant Security (as
defined below) or
otherwise publicly disclose the
intention to do so, or (b) establish or increase any “put equivalent position” or liquidate or
decrease any “call equivalent position” with respect to any Relevant Security (in each case within the
meaning of Section 16
of the Securities
Exchange Act of
1934, as amended (the “Exchange
Act”), and the rules
and regulations thereunder) with respect to any Relevant Security or otherwise enter into any swap,
derivative or other transaction or arrangement that Transfers to another, in whole or in part, any economic
consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by the
delivery of Relevant
Securities, other securities, cash or
other consideration, or
otherwise publicly disclose
the intention to do so. As used herein, the term “Relevant Security” means any Share, any warrant
to purchase Shares or any other security of the Company or any other entity that is
convertible into, or exercisable or exchangeable for, Shares or any other equity security
of the Company, in each case owned beneficially or otherwise by the undersigned on
the date of closing of the Offering or acquired by the undersigned
during the Lock-Up Period.


 






    	 



    	 



    

 


The foregoing
paragraph shall not apply to (a) transactions relating to shares
of Common Stock or
other securities acquired in the open market after the completion of the Offering, (b) bona fide gifts, sales,
charitable contributions or other dispositions of shares of
any class of the Company’s capital stock; provided, that
it shall be a condition to any transfer pursuant to this clause (b)
that (i) the transferee/donee agrees
to be bound by the terms of this Lock-Up Letter Agreement (including, without limitation,
the restrictions set forth in
the preceding sentence) to
the same extent as
if the transferee/donee were a party
hereto and (ii) the undersigned notifies EF Hutton at least two business days prior to the proposed transfer or disposition, (c) the exercise of warrants, the conversion of convertible securities or the
exercise of stock options granted pursuant to the Company’s stock option/incentive plans or otherwise outstanding on the date hereof; provided, that
the restrictions of this Lock-Up Letter Agreement shall
apply to shares of Common Stock issued upon such exercise or conversion, (d) the establishment of any contract,
instruction or plan that satisfies all of the requirements of Rule 10b5-1 (a “Rule 10b5-1 Plan”)
under the Exchange Act; provided, however,
that no sales of Common Stock or securities convertible into, or exchangeable or exercisable for, Common
Stock, shall be made pursuant to a Rule 10b5-1 Plan prior to
the expiration of the Lock-up Period; provided further,
that the Company is not required to report the establishment
of such Rule 10b5-1 Plan in any public report or filing with the Commission under the Exchange
Act during the Lock-up Period and does not otherwise voluntarily effect any such public filing or
report regarding such Rule 10b5-1 Plan, (e) transfers of Common Stock to any beneficiary of the undersigned
or any trust, limited liability company, partnership or corporation for the direct or indirect benefit
of the undersigned; provided, that the transferee agrees to be bound by the terms of this Lock-Up Letter
Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same
extent as if the transferee were a party hereto, or (f) withholdings by, or transfers, sales or other dispositions
of Common Stock to, the Company or its affiliates in connection with the “net” or “cashless” exercise of,
or to satisfy the withholding tax obligations (including estimated taxes) of the undersigned in connection
with the “net” or “cashless” exercise or vesting of, options to purchase Common Stock,
profits interests, restricted stock, restricted stock units, profits
units or other equity-based awards; provided, that it
shall be a condition to any
transaction pursuant to clauses
(a), (b), (e) or (f) above that each party (transferor
or transferee) shall not (other than
required by law, including without
limitation the disclosure requirements of the Securities Act and the Exchange
Act) to make, and shall agree to not voluntarily make, any filing with the
Commission or public announcement of the transaction prior to the expiration of the Lock-up Period.


 


In addition,
the undersigned further agrees that, except for the registration statement filed or to be
filed in connection
with the Offering,
during the Lock-Up
Period the undersigned
will not, without
the prior written consent of the
Representative: (a) file or participate in the filing with the SEC of any registration statement
or circulate or participate in the circulation of any preliminary or final prospectus or other
disclosure document, in each case with respect to any proposed offering or sale of a Relevant Security
beneficially owned by the undersigned, or (b) exercise any rights the undersigned may have to require
registration with the
SEC of any
proposed offering or
sale of a
Relevant Security beneficially
owned by the
undersigned .


 


In furtherance
of the undersigned’s obligations hereunder, the undersigned hereby authorizes the Company
during the Lock-Up Period to cause any transfer agent for the Relevant Securities to decline to
transfer, and to note stop transfer restrictions on the stock register and other records relating to, Relevant
Securities for which the undersigned is the record owner and the transfer of which would be a violation of
this Lock-Up Agreement
and, in the
case of Relevant
Securities for which
the undersigned is
the beneficial but not the record
owner, agrees that during the Lock-Up Period it will use its reasonable best efforts to cause
the record owner
to authorize the
Company to cause
the relevant transfer
agent to decline
to transfer, and to note stop transfer
restrictions on the stock register and other records relating to, such Relevant Securities
to the extent such
transfer would be
a violation of this
Lock-Up Agreement.


 


The
undersigned hereby represents and warrants that the undersigned has full power and authority to
enter into this Lock-Up Agreement and that this Lock-Up Agreement has been duly authorized (if the undersigned is not a natural person) and constitutes the legal, valid and binding obligation of the undersigned,
enforceable in accordance with its terms. Upon request, the undersigned will execute any additional documents
necessary in connection with the enforcement hereof. Any obligations of the
undersigned shall be binding upon the successors and assigns of the undersigned from the date of this Lock- Up Agreement.


 






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The undersigned
understands that, if the Underwriting Agreement does not become effective, or if the
Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate
or be terminated prior to payment for and delivery of the Securities to be sold thereunder, the undersigned
shall be released from
all obligations under this
Lock-Up Agreement.


 


The undersigned,
whether or not participating in the Offering, understands that the Underwriters are
entering into
the Underwriting Agreement
and proceeding with
the Offering in
reliance upon this
Lock- Up Agreement.


 


This Lock-Up
Agreement shall be governed by and construed in accordance with the laws of the State
of New York, without regard to the conflict of laws principles thereof. Delivery of a signed copy of
this Lock-Up Agreement by facsimile or e-mail/.pdf transmission shall be effective as the delivery of the
original hereof.


 


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IN
WITNESS WHEREOF, the
undersigned has executed
this Lock-Up Agreement
as of the
date first written
above.


 


	 	Very truly yours,
	 	 	 
	 	Signature:	 
	 	 	 
	 	Name (printed):	 
	 	 	 
	 	Title (if applicable):	 
	 	 	 
	 	Entity (if applicable):	 



 


[SIGNATURE
PAGE OF LOCK-UP
AGREEMENT]


 


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