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
Payments 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 Payments 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.


 


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.


 






    	 



    	 



    

 


[SIGNATURE
PAGE FOLLOWS]


 


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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