Exhibit 10.24


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


This
Executive Employment Agreement (this “Agreement”) is made and entered into this 15th day of December,
2021 (the “Effective Date”), by and between AppTech Corp., a Wyoming corporation (the “Company”),
and Chad Nelley, an individual residing in San Diego County, California (the “Executive”).


 


Whereas,
the Company desires to employ the Executive, and the Executive desires to accept such employment, on the terms and conditions
set forth in this Agreement; and


 


Whereas,
this Agreement shall be effective on the Effective Date and shall govern the employment relationship between the Executive and
the Company, and, as of the date first set forth above, supersedes and negates all previous agreements and understandings with
respect to such relationship, including but not limited to that certain employment offer letter executed on November 12, 2021;


 


Now,
Therefore, in consideration of the above recitals incorporated herein and the mutual covenants and promises contained
herein and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties
agree as follows:


 


AGREEMENT


 


		1.	Position and Duties.



 


1.1               
Position. During the Period of Employment (as defined
in Section 2), the Executive shall serve the Company as the Company’s Chief Operating Officer reporting to the Company’s Chief
Executive Officer and President (the “Designated Persons”) and its Board of Directors (the “Board”).
The Executive does hereby accept and agree to such hiring, engagement and employment, on the terms and conditions expressly set
forth in this Agreement.


 


1.2               
Duties. During the Period of Employment, the Executive
shall have the powers, authorities and duties, including but not limited to those set forth in the Company’s Bylaws and on Exhibit
“A,” commensurate with the position of Chief Operating Officer as the Board may assign from time to time. The Executive
shall perform such duties subject to the directives of the Board and the corporate policies of the Company as in effect from time
to time (including, without limitation, the Company’s business conduct and ethics policies, as they may change from time to time).
The parties may mutually agree to changes in the Executive’s job title and duties during the Period of Employment.


 


1.3               
No Conflicting Duties; Minimum Time Commitment. During
the Period of Employment, the Executive agrees that the Executive will devote substantially all of his business time and attention
to the business of the Company, that the Executive will use his best efforts to perform his duties and responsibilities for the
Company in a faithful and efficient manner, and that the Executive will not engage in any other employment, consulting, business
or charitable activity that would create a conflict of interest with the Company or any of its affiliates or otherwise impair the
Executive’s ability to effectively perform his duties to the Company. Given the professional nature of the Executive’s position,
the Executive is required to work additional hours from time to time, and is not eligible for overtime pay. The Executive acknowledges
and agrees that the compensation provided under this Agreement represents full compensation for all of the Executive’s working
hours and services, including overtime.


 






    1


     


    

 


The Executive agrees that
he has no contractual commitments or other legal obligations that would prohibit him from commencing employment with the Company,
or that would in any way limit his ability to perform his duties for the Company. The Executive’s service on the boards of directors
(or similar body) of other business entities is subject to the approval of the Board. With the exception of advisory board positions
disclosed on Exhibit A, the Company shall have the right to require the Executive to resign from any board or similar body if the
Company reasonably determines that the Executive’s service on such board or body creates a potential conflict of interest or the
appearance thereof or interferes with the effective discharge of the Executive’s duties and responsibilities to the Company or
any of its affiliates, successors or assigns. Nothing in this Agreement shall prevent the Executive from engaging in civic and
charitable activities so long as such activities do not materially interfere with the performance of the Executive’s duties hereunder
or create a potential business conflict or the appearance thereof. Except as set forth on Exhibit B to the Confidentiality Agreement,
the Executive shall not, during the Period of Employment, without the prior written consent of the Company, directly or indirectly,
own (other than passive investments in publicly traded companies where such investment does not exceed more than two percent (2%) of
the total outstanding shares or other equity interests of such company), manage, operate, control, be employed by, participate
in, advise or be connected in any manner with the ownership, management, operation or control of a competing business.


 


1.4               
Employment Eligibility. The Executive’s employment
with the Company is contingent upon completing the Form I-9 (Employment Eligibility Verification) within the first three (3) days
of employment. On the first day of employment, the Executive agrees to provide a signed Form I-9 plus the required original documentation
specified in the “List of Acceptable Documents.”


 


1.5               
Uniqueness Of Executive’s Services. The Executive
hereby represents and agrees that the services to be performed under the terms of this Agreement are of a special, unique, unusual,
extraordinary, and intellectual character that gives them a unique value, the loss of which cannot be adequately compensated in
damages in an action at law as described in Labor Code Section 2855(a) and for purposes thereof. The Executive, therefore, expressly
agrees that the Company, in addition to any other rights or remedies that the Company may possess, shall be entitled to injunctive
and other equitable relief to prevent or remedy the breach of this Agreement by the Executive.


 


1.6               
Company policies. At all times during the Period
of Employment, the Executive is expected to observe, respect and comply with all policies and procedures of the Company, as adopted
or modified from time to time, whether written or oral, including but not limited to those regarding work schedules, vacation and
sick leave.


 


 


 


2.                  
Period of Employment. The Executive’s first day of
employment will be the Effective Date. The Executive’s term of employment under this Agreement (such term of employment, as it
may be extended or terminated, is herein referred to as the “Period of Employment”)
shall be for a term commencing on the Effective Date and ending on the third (3rd) anniversary of the Effective Date;
provided, that, on the third (3rd) anniversary of the Effective Date and on each successive anniversary of the Effective
Date thereafter, the Period of Employment shall be automatically extended on such date for an additional one (1) year period unless,
on or before the date that is ninety (90) days prior to the expiration of the Period of Employment then in effect, the Company
or the Executive has notified the other in writing (a “non-renewal notice”) that the Period of Employment shall terminate
at the end of the then-current term (in which case the Period of Employment shall terminate at the end of the then-current term
with no extension, or no further extension, as the case may be, thereof). Notwithstanding the foregoing, in all cases the Period
of Employment is subject to earlier termination as provided in Section 6.


 






    2


     


    

 


		3.	Compensation and Benefits.



 


3.1               
Base Salary. During the Period of Employment, the Company
agrees to pay the Executive a base salary (the “Base Salary”) at an annual rate
of not less than Two Hundred Seventy-five Thousand Dollars ($275,000.00) USD payable in accordance with the Company’s regular payroll
practices in effect from time to time but not less frequently than twice monthly. The Base Salary may otherwise be periodically
reviewed by and shall be subject to adjustment at the sole discretion of the Board (or a committee thereof) during the Period of
Employment, provided, that, it may be increased, but not decreased. No increase to Base Salary shall be used to offset or otherwise
reduce any obligations of the Company to the Executive hereunder or otherwise. The base salary as determined herein from time to
time shall constitute “Base Salary” for purposes of this Agreement.


 


3.2               
Revenue Sharing. Commencing six (6) months from the Effective
Date and thereafter throughout the Period of Employment, on a case-by-case basis, the
Executive will receive up to 20% of Net Revenue derived from customers of the Company who (a) were demonstrably introduced to the
Company solely by the Executive, and (b) who actually establish an account with the Company (a “Merchant Account”);
provided, that, in the event more than one employee of the Company (including the Executive) claims responsibility for the Merchant
Account, the total Net Revenue to be paid to all such claimants of the Merchant Account shall not exceed an aggregate of 20% of
Net Revenue derived from the Merchant Account. “Net Revenue” is calculated as
the revenue derived from referred Merchant Accounts after costs, such as discounts or fees, directly associated with the aforementioned
Merchant Account have been deducted. All payments of Net Revenue required by this Section 3.2 will be payable monthly on the fifteenth
(15th) day of the month following the month of collection. The Executive shall have the right to inspect any books, records and
other information of the Company reasonably necessary to ensure compliance with this Section at the Executive’s own expense provided
that such inspection does not occur during regular business hours. 


 


3.3               
Signing Bonus/Incentive Compensation. Signing Bonus. On
the Effective Date, the Executive shall be entitled to a signing bonus of Sixty Thousand Dollars ($60,000), to be promptly paid
to the Executive on the Effective Date, less standard withholdings for tax and social security purposes.


 


3.4               
Incentive Compensation. The Company may in its sole discretion,
but is under no obligation to, award other incentive compensation to Employee in the form of bonuses or other incentive-based forms
of compensation. The award of any other bonus or other incentive-based compensation at any time shall not obligate the Company
to make the same or similar awards to Employee at any time thereafter. 


 


3.5               
Non-statutory Stock Options. Simultaneously with the execution
of this Agreement, the Executive will receive a three-year non-statutory stock option to purchase up to Two Hundred Fifty Thousand
(250,000) shares of unregistered $0.001 par value common stock of the Company at a strike price equal to fair market value on the
agreed date of grant ($1.267), which option shall vest in twelve (12) equal monthly installments starting on January 31, 2022 (the
“NSO”). The Executive understands and acknowledges that the Executive will be
required to pay taxes on the exercise of the non-statutory stock option and is advised to consult his own tax advisors as to the
advisability of making a Section 83(b) Election (which must be done within thirty (30) days) and other tax consequences.


 


3.6               
Other Equity Compensation. The Executive shall be eligible
to participate in the Company’s executive stock award plans and shall be eligible for additional equity awards in accordance with
the terms of such plans at the discretion of the Compensation Committee or the Board, as administrator of such plans.


 






    3


     


    

 


3.7               
Clawback. Notwithstanding any other provisions in this Agreement
to the contrary, any incentive-based compensation, and any other compensation, paid or payable to the Executive pursuant to this
Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation,
order or stock exchange listing requirement, will be subject to such deductions and clawback (recovery) as may be required to be
made pursuant to law, government regulation, order, stock exchange listing requirement as
it relates specifically to the Frank-Dodd Act. The Executive specifically authorizes the Company to withhold from his future wages
any amounts that may become due under this provision. This Section 3.6 will survive the termination of this Agreement
for a period of three (3) years. 


 


		4.	Benefits.



 


4.1               
Benefit Plans. Commencing six (6) months from the
Effective Date and thereafter throughout the Period of Employment, the Executive shall be entitled to participate in any group
insurance, hospitalization, medical, dental, health, accident, disability, term life insurance, key man life insurance or similar
plan or program of the Company now existing, or established hereafter, to the extent that he is eligible under the general provisions
thereof. The Company may, in its sole discretion and from time to time, amend, eliminate or establish additional benefit programs,
as it deems appropriate. Any key man life insurance policy purchased and maintained by the Company on the life of the Executive
during the Period of Employment shall list the Company as primary beneficiary but shall be assigned to Executive upon termination
pursuant to Section 6.4(a) or Section 6.5.


 


4.2               
Bonus Plan. The Executive shall be eligible to participate
in the Company’s employee bonus plan (as it may exist from time to time), which provides for performance bonuses based on the achievement
of target goals periodically set by management and confirmed by the Compensation Committee. Bonuses are awarded from an 8% net
revenue pool and are based on the employee’s employment level (i.e., executive officers, non-executive officers and non-management
employees). The bonus pool amount is accrued monthly and paid out quarterly.


 


4.3               
Paid and Unpaid Leave. During the Period of Employment,
the Executive will be eligible for paid and/or unpaid leave (including but not limited to vacation time and sick leave) in accordance
with the Company’s Employee Handbook. The Company’s leave policies may be amended from time to time by the Company as determined
by the Company in its sole discretion (or a committee thereof) during the Period of Employment, provided, that, it may be increased,
but not decreased. with law. Notwithstanding the accrual provisions of the Company’s paid leave policy, the Executive’s initial
combined annual rate of vacation and paid sick pay shall be one hundred sixty-eight (168) hours, or twenty-one (21) working days
(i.e., fifteen vacation days plus the annual cap of six paid vacation days) and shall increase by the equivalent of three (3) vacation
days per year thereafter.


 


4.4               
Business Expenses. The Company will reimburse
the Executive for the Executive’s necessary and reasonable business expenses previously approved by the Designated Person and incurred
in connection with the Executive’s duties hereunder upon presentation of an itemized account and appropriate supporting documentation,
all in accordance with the Company’s generally applicable policies; provided that any such reimbursement must be paid on or before
the last paycheck of the month following in which the expense was incurred, the amount of expenses reimbursed in one month will
not affect the amount eligible for reimbursement in any subsequent month, and no such reimbursement shall be subject to liquidation
or exchange for another benefit.


 






    4


     


    

 


		5.	Conflicts and Confidentiality.



 


5.1               
Non-disclosure of prior employers’ confidential information and no conflicting obligation.
By executing this Agreement, the Executive agrees and represents that the Executive will
not disclose to the Company or induce the Company to use any confidential or proprietary information belonging to any former employer
of the Executive or any other third party. The Executive also represents and warrants that the Executive has not taken or retained,
and is not in possession of, any business materials or documents belonging to any former employer or third party. The Executive
hereby acknowledge that the Company has advised the Executive that the Executive is strictly prohibited from bringing such materials
or documents onto the Company’s premises, providing such materials or documents to Company personnel, or using them in connection
with the Executive’s employment with the Company. Further, the Executive represents and warrants to the Company that the performance
of the Executive’s job duties for the Company will not violate, cause the breach of, or conflict with any prior agreement, contract,
or understanding between the Executive and any third party or otherwise violate any confidence of another. The Executive represents
and warrants that the Executive is not subject to any post-employment restrictions that would prohibit or limit the Executive’s
employment by the Company.


 


5.2               
Confidential Information and Inventions Assignment. The
Executive agrees, as a condition of employment with the Company and as a material part of the consideration for the Company’s commitment
to the terms of this Agreement, to sign the Confidential Information and Invention Assignment Agreement attached hereto as Exhibit
“B” (the “Confidentiality Agreement”) 


 


5.3               
Non-Disclosure and Use of Trade Secrets. During the
Period of Employment and after the termination, the Executive will not:


 


(a)          use
or disclose the Company’s trade secret information to, directly or indirectly, through any other individual or entity, induce or
attempt to induce any employee or independent contractor of the Company to leave the employment or service of the Company, or in
any way interfere with the relationship between the Company, on the one hand, and any employee or independent contractor thereof,
on the other hand;


 


(b)          solicit
Confidential Information (as defined the Confidentiality Agreement), including trade secrets, from any employee of the Company
which the Executive knows or has reason to know is likely to have access to such information; or


 


(c)          use
or disclose the Company’s trade secret information to identify existing or prospective customers, to facilitate (directly or indirectly)
the solicitation of such existing and prospective customers or to influence customers, vendors, suppliers, licensors, lessors,
joint venturers, associates, consultants, agents, or partners of the Company to divert their business away from the Company. Further,
the Executive will not use the Company’s trade secret information to otherwise interfere with, disrupt or attempt to disrupt the
business relationships, contractual or otherwise, of the Company or to otherwise unfairly compete with the Company.


 


For purposes of this Agreement,
the term “trade secrets” means, without limitation, Confidential Information that (a) derives independent economic
value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from
its disclosure or use, and (b) is subject to efforts that are reasonable under the circumstances to maintain its secrecy. The Executive
hereby represents that the Executive has no intention of competing against the Company at any time by using the Company’s trade
secrets and understands that the Company is entering into this Agreement in reliance upon such representation. Examples of trade
secrets include, but are not limited to, technical, business and other information related to the Company’s manufacturing and production
processes and techniques, product formulations, research and development, inventions and discoveries that have not yet been patented,
technology, drawings, specifications, designs, plans, proposals, pricing and cost information, business and marketing plans, financial
information, customer and supplier lists and information, and all rights in any jurisdiction to limit the use or disclosure thereof.


 






    5


     


    

 


5.4               
Location and Reproduction. The Executive shall maintain
at the Executive’s workstation and any other place under the Executive’s control only such Confidential Information, including
trade secrets, as the Executive has a current “need to know.” The Executive shall return to the appropriate person or
location or otherwise properly dispose of all Confidential information once that need to know no longer exists.


 


5.5               
Injunctive Relief. The Executive acknowledges that
the Executive’s failure to carry out any obligation under this Agreement (including but not limited to those listed on Exhibit
A), or a breach by Executive of any provision herein, therein or the Confidentiality Agreement, will constitute immediate and irreparable
damage to the Company, which cannot be fully and adequately compensated in money damages and which will warrant preliminary and
other injunctive relief, an order for specific performance, and other equitable relief. The Executive further agrees that no bond
or other security shall be required in obtaining such equitable relief and the Executive hereby consents to the issuance of such
injunction and to the ordering of specific performance. The Executive understands that other action may be taken and remedies enforced
against the Executive by the Company.


 


6.                  
Termination. The date on which the Executive’s
employment by the Company ceases under any of the following circumstances, shall be defined herein as the “Termination
Date.”


 


6.1               
Termination Upon Death. If the Executive dies prior
to the expiration of the Period of Employment or termination of this Agreement, the Company shall (i) continue coverage
of the Executive’s spouse (if any) under all benefit plans or programs of the type listed above in Section 4.1 hereof
for a period of six (6) months, and (ii) pay to the Executive’s estate the accrued portion of any Base Salary earned
as of the Termination Date, less standard withholdings for tax and social security purposes.


 


6.2               
Termination Upon Disability. The Company may terminate
the Executive’s employment in the event the Executive suffers a disability that renders the Executive unable to perform the essential
functions of his position, even with reasonable accommodation, as determined by competent medical authority. After the Termination
Date, which in this event shall be the date upon which notice of termination is given, no further compensation will be payable
under this Agreement except that the Executive shall be paid the accrued portion of any Base Salary earned as of the Termination
Date, less standard withholdings for tax and social security purposes. 


 


6.3               
Termination for Cause. 


 


(a)                
Termination; Payment of Accrued Salary. The Board
may terminate the Executive’s employment with the Company at any time for Cause, immediately upon notice to the Executive of the
circumstances leading to such termination for Cause. In the event that the Executive’s employment is terminated for Cause, the
Executive shall receive payment for all accrued Base Salary earned through the Termination Date, which in this event shall be the
date upon which notice of termination is given. The Company shall have no further obligation to pay severance of any kind whether
under this Agreement or otherwise nor to make any payment in lieu of giving notice of such termination.


 






    6


     


    

 


(b)                
Definition of Cause. “Cause” means
the occurrence or existence of any of the following with respect to the Executive, as determined by a majority of the directors
of the Board: (i) unsatisfactory performance of the Executive’s duties or responsibilities, provided that the Company has given
Executive written notice specifying the unsatisfactory performance of his duties and responsibilities and afforded the Executive
at least twenty (20) days to cure; (ii) a material breach by the Executive of any of his material obligations (as outlined on Exhibit
A or as otherwise assigned by the Board or the Designated Person) hereunder that the Company has given the Executive written notice
of and afforded the Executive at least twenty (20) days to cure; (iii) willful failure to follow any lawful directive of the Company
consistent with the Executive’s position and duties, after written notice and at least twenty (20) days to cure; (iv) a material
breach by the Executive of his duty not to engage in any transaction that represents, directly or indirectly, self-dealing with
the Company or any of the Company’s affiliates which has not been approved by a majority of the disinterested directors of the
Board or of the terms of his employment; (v) a breach of the Confidentiality Agreement; (vi) commission of any willful or intentional
act which could reasonably be expected to materially injure the property, reputation, business or business relationships of the
Company or its customers; or (vii) the conviction or the plea of nolo contendere or the equivalent in respect of a felony involving
moral turpitude.


 


6.4               
Termination Without Cause, for Death or for Good Reason.



 


(a)                
Termination; Payment of Accrued Salary. The Company
may terminate the Executive’s employment at any time for without Cause or on account of disability by providing written notice
to the Executive. The Executive may terminate his employment with Good Reason (as defined below) pursuant to the procedures set
forth in Section 6.4(e). In the event the Company terminates Executive’s employment without Cause or on account of disability
or if Executive leaves with Good Reason (each a “Termination Event”), then unless such Termination Event is in
connection with Section 6.5 below, the Company shall pay the Executive as follows:


 


(i)                 
In the event such Termination Event is on or before the first anniversary of Executive’s
employment with the Company, severance subject to Section 6.4(b), a minimum amount equal to nine (9) months of salary the
Termination Date calculated at his then Base Salary, less standard withholdings for tax and social security purposes, payable in
equal monthly payments commencing as of the Termination Date until the entire amount calculated above has been paid (such monthly
continued payments of Base Salary, the “Salary Continuation Benefit”); provided, however, that (y) in the event
such Termination occurs after the first anniversary but on or before the second anniversary, then the severance amount above would
be six (6) months of salary; and (z) in the event such Termination occurs after the secondary anniversary, then the severance amount
above would be three (3) months of salary; and 


 


(ii)               
The Company will pay the premiums for continued coverage in the Company’s health and welfare
plans under the continuation coverage provisions of COBRA for period during which the Salary Continuation Benefit is paid (or the
cash equivalent of such amount).


 


(b)                
Conditions to Salary Continuation Benefit. Notwithstanding
the foregoing, the Company shall not be obligated to pay any Salary Continuation Benefit under this Section 6.4 or Section
6.5 if the Executive breaches the provisions of the Confidentiality Agreement or Section 5 of this Agreement.


 






    7


     


    

 


(c)                
Vesting Upon Termination. In the event the Executive’s
employment is terminated pursuant to this Section 6.4, the NSO shall become fully vested with no further vesting to occur.
In the event that the Executive’s employment is terminated pursuant to Section 6.1 (Death), the Executive’s
then unvested portion of the NSO shall become fully vested with no further vesting to occur. No other form of equity granted
to the Executive (performance stock units, stock options, etc.) shall be vested, but shall be forfeited and cancelled.


 


(d)                
Release by the Executive. In order to receive the
benefits provided by this Section 6.4 or Section 6.5, the Executive shall deliver to the Company within twenty-one
(21) days following the Executive’s termination of employment a full and complete release in substantially the form attached as
Exhibit “C”, of all claims, known or unknown, that the Executive may have against the Company, other than claims for
indemnification, worker’s compensation or under any Company 401(k) plan. The benefits provided by this Section 6.4 or Section
6.5 will be forfeited on the twenty-eighth (28th) day following the Termination Date if the Company has not been
provided with such a release by such date. 


 


(e)                
Termination for Good Reason Procedure. In order to
terminate his employment for Good Reason, the Executive must give the Company notice of termination within sixty (60) days of the
occurrence of one of the events included in the definition of Good Reason, following which notice the Company will have a period
of thirty (30) days to cure the circumstances constituting Good Reason. Unless the Company cures the circumstances constituting
Good Reason within such thirty (30) day period, the Executive’s employment will be deemed to terminate on the thirtieth (30th)
day following the date such notice is delivered to the Company. “Good Reason” shall mean the occurrence of any
one or more of the following without the Executive’s express written consent: (i) the assignment of the Executive to duties
materially inconsistent with the Executive’s authority, duties, responsibilities and status (including offices, titles and reporting
requirements) as an officer of the Company or any other action that constitutes a material reduction in or alteration to the nature
or status of the Executive’s authority, duties or responsibilities, in each case from those in effect at the date of the occurrence
of the Change of Control; or (ii) a material reduction in the Executive’s Base Salary.


 


6.5               
Termination Following a Change of Control. If, within
the three (3)-month period preceding, or the twelve (12)-month period following, a Change of Control (as defined below), the Company
terminates the Executive’s employment without Cause or on account of disability, or the Executive terminates his employment for
Good Reason (as defined below), then (a) all NSOs shall become fully vested and exercisable pursuant to Section 6.4(d); and
(b) the Company will pay the premiums for continued coverage in the Company’s health and welfare plans under the continuation coverage
provisions of COBRA for a period of six (6) months following the Termination Date (or the cash equivalent of such amount). In all
other respects Section 6.4 shall remain applicable. “Change of Control” shall mean the consummation
of the first to occur of (i) the sale, lease or other transfer of all or substantially all of the assets of the Company
to any person or group (as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended); (ii) the
adoption by the stockholders of the Company of a plan relating to the liquidation or dissolution of the Company; (ii) the
merger or consolidation of the Company with or into another entity or the merger of another entity into the Company or any subsidiary
thereof with the effect that immediately after such transaction the stockholders of the Company immediately prior to such transaction
(or their related parties) hold less than fifty percent (50%) of the total voting power of all securities generally entitled
to vote in the election of directors, managers or trustees of the entity surviving such merger of consolidation; or (iv) the
acquisition by any person or group of more than fifty percent (50%) of the voting power of all securities of the
Company generally entitled to vote in the election of directors of the Company.


 






    8


     


    

 


6.6               
Excess Parachute Payments, Limitation on Payments.


 


(a)                
Best Pay Cap. Notwithstanding any other provision
of this Agreement, in the event that any payment or benefit received or to be received by the Executive (including any payment
or benefit received in connection with a termination of the Executive’s employment, whether pursuant to the terms of this Agreement
or any other plan, arrangement or agreement) (all such payments and benefits, including the payments and benefits under Section
6 hereof, being hereinafter referred to as the “Total Payments”) would be subject (in whole or part) to the
excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (“Code”)
then, if elected by the Executive, after taking into account any reduction in the Total Payments provided by reason of Section
280G of the Code in such other plan, arrangement or agreement, any cash payments shall first be reduced, and any noncash payments
shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but
only if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state
and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal
exemptions attributable to such reduced Total Payments) is greater than or equal to (ii) the net amount of such Total
Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments
and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking
into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).


 


(b)                
Certain Exclusions. For purposes of determining whether
and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments the
receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute a “payment”
within the meaning of Section 280G(b) of the Code shall be taken into account; (ii) no portion of the Total Payments
shall be taken into account which, in the written opinion of an independent, nationally recognized accounting firm (the “Independent
Advisors”) selected by the Company, does not constitute a “parachute payment” within the meaning of Section
280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion
of such Total Payments shall be taken into account which, in the opinion of the Independent Advisors, constitutes reasonable compensation
for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount”
(as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation; and (iii) the value of any
non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Independent Advisors
in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.


 


6.7               
 Termination by the Executive. The Executive shall have the right, at his election,
to terminate his employment with the Company upon three (3) months’ advance written notice to the Company to that effect; provided,
however, that the Company may in its discretion waive the advance notice period. 


 


6.8               
Resignation from all Offices and Directorships. In
the event the Executive’s employment is terminated by either party for any reason, the Executive shall be deemed to have resigned
voluntarily from all offices, directorships and other positions held with the Company if the Executive is serving in any such capacity
at the time of termination.


 


6.9               
Benefits upon Termination. All benefits provided
under Section 4.1 hereof shall be extended, at the Executive’s election and cost, to the extent permitted by the Company’s
insurance policies and benefit plans, for eighteen (18) months after the Executive’s Termination Date, except (i) as
required by law (e.g., COBRA or CAL-COBRA health insurance continuation election) or (ii) in the event of a termination
described in Section 6.1.


 






    9


     


    

 


6.10           
Cooperation. In the event the Executive’s employment
is terminated by either party for any reason, the Executive will cooperate with the Company in the winding up or transferring to
other employees of any pending work or projects. The Executive will also cooperate with the Company in the defense of any action
brought by any third party against the Company that relates to the Executive’s employment with the Company.


 


6.11           
Return of Property. All documents, records, apparatus,
equipment (including but not limited to computers, tablets, cell phones and laptops) and other physical property which is furnished
to or obtained by the Executive in the course of his employment with the Company shall be and remain the sole property of the Company.
The Executive agrees that, upon the termination of his employment, he shall return all such property (whether or not it pertains
to Confidential Information or Intellectual Property Rights as defined in the Confidentiality Agreement), and agrees not to make
or retain copies, reproductions or summaries of any such property.


 


6.12           
Continuation of Net Revenue Sharing Benefit. In accordance
with Section 3.2 of this Agreement, the Executive shall maintain ongoing revenue sharing privileges, indefinitely, for all merchant
or other Company client accounts that were sourced by the Executive (referred to herein as the Executive’s “Book of Business”)
so long as revenue continues to be generated by the sourced accounts.


 


7.                  
Withholding Taxes. Notwithstanding anything
else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise
due or payable under or pursuant to this Agreement such federal, state and local income, employment, or other taxes as may be required
to be withheld pursuant to any applicable law or regulation.


 


8.                  
Successors and Assigns. This Agreement is
personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement
or any rights or obligations hereunder; provided, however, that in the event of a merger, consolidation, or transfer or sale of
all or substantially all of the assets of the Company with or to any other individual(s) or entity, this Agreement shall, subject
to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor shall discharge and perform
all the promises, covenants, duties, and obligations of the Company hereunder.


 


9.                  
Governing Law. The validity, interpretation,
construction and performance of this Agreement will be governed by the laws of the State of California, without regard to
its choice-of-law rules. The exclusive jurisdiction for any legal proceeding regarding this Agreement shall be in the federal
and state courts located in the County of San Diego, State of California, and Executive hereby expressly consents to such jurisdiction.


 


10.               
Number and Gender. Where the context requires,
the singular shall include the plural, the plural shall include the singular, and any gender shall include all other genders.


 


11.               
Section Headings. The section headings of,
and titles of paragraphs and subparagraphs contained in, this Agreement are for the purpose of convenience only, and they neither
form a part of this Agreement nor are they to be used in the construction or interpretation thereof.


 


12.               
Severability. If any provision of this Agreement
or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Agreement
which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared
to be severable.


 






    10


     


    

 


13.               
Entire Agreement. This Agreement, together
with the exhibits attached hereto, embodies the entire agreement of the parties hereto respecting the matters within its scope.
This Agreement supersedes all prior and contemporaneous agreements of the parties hereto that directly or indirectly bears upon
the subject matter hereof. There are no representations, warranties, or agreements, whether express or implied, or oral or written,
with respect to the subject matter hereof, except as expressly set forth herein.


 


14.               
Modifications. This Agreement may not be amended,
modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Agreement,
which agreement is executed by both of the parties hereto.


 


15.               
Waiver. Neither the failure nor any delay
on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof,
nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the
same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to
any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver
shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.


 


16.               
Defend Trade Secret Act Trade Secret Disclosure Notice.
NOTICE is hereby given that this Agreement does not affect any immunity under 18 U.S.C. §§ 1833(b)(1) or (2).


 


(1)           An individual shall not be
held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is
made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and
(ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other
document filed in a lawsuit or other proceeding, if such filing is made under seal.


 


(2)           An individual who files a
lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney
of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing
the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.


 


17.               
Dispute Resolution. Any dispute arising out
of or concerning this Agreement shall be determined and settled by arbitration to be conducted in San Diego, California, by Judicial
Arbitration and Mediation Services (“JAMS”) (or its successor organization, if any) in accordance with JAMS’s
then existing rules for employment disputes; provided, however, that provisional injunctive relief may, but need not, be sought
by either party to this Agreement in a court of law while arbitration proceedings are pending, and any provisional injunctive relief
granted by such court shall remain effective until the matter is finally determined by the Arbitrator. At the conclusion of the
arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the
Arbitrator’s award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on
the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are
hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the
other in connection with any matter whatsoever arising out of or in any way connected with this Agreement or the Executive’s employment.
The parties agree that the Company shall be responsible for payment of the forum costs of any arbitration hereunder, including
the Arbitrator’s fee, but that each party shall bear its own attorneys fees and other expenses, including expert witness fees.



 






    11


     


    

 


18.               
Notices. Any such notice or communication
shall be deemed to have been given on (i) the day such notice or communication is personally delivered, (ii) three (3) days after
such notice or communication is mailed by prepaid certified or registered mail, (iii) one (1) working day after such notice or
communication is sent by overnight courier, or (iv) the day such notice or communication is faxed or sent electronically, provided
that the sender has received a confirmation of such fax or electronic transmission. All notices given under this Agreement shall
be addressed to the Parties as follows unless notice of another address has been provided by the Party pursuant to this Section
18: 


 


(i)           if
to the Company, to:


AppTech Corp.


5876 Owens Ave.,
Suite 100


Carlsbad. CA 92008


Attention: Luke
D’Angelo, CEO


Email: ldangelo@apptechcorp.com


 


(ii)         if
to the Executive, to (or the Executive’s last known address as reflected on the books and records of the Company:


 


8789 Dalewood
Ave


San Diego, CA
92123


Email: 


 


19.               
Code Section 409A. 


 


(a)                
The Parties agree that this Agreement is intended to comply with the requirements of Section
409A of the Code and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from
Section 409A. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result
in the imposition on the Executive of any additional tax, penalty, or interest under Section 409A. Each payment under this Agreement
shall be treated as a separate payment for purposes of Section 409A. Notwithstanding the foregoing, except for the Company’s withholding
right, if any tax is assessed under Section 409A, the Executive shall be solely responsible for payment of such tax.


 


(b)                
A termination of employment shall not be deemed to have occurred for purposes of any provision
of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such
termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision
of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation
from service.”


 


(c)                
Notwithstanding anything herein to the contrary, in the event that the Executive is a
“specified employee” (within the meaning of Section 409A) on the date of termination of the Executive’s employment with
the Company and the payments described in Section 6.4(a) or Section 6.5, as applicable, to be paid within the first
six (6) months following the date of such termination of employment (the “Initial Payment Period”) exceed the
amount referenced in Treas. Regs. Section 1.409A-1(b)(9)(iii)(A) (the “Limit”), then (i) any portion
of such payments that are payable during the Initial Payment Period that does not exceed the Limit shall be paid at the times set
forth in Section 6.4(a) or Section 6.5, as applicable, (ii) any portion of such payments that exceed the
Limit (and would have been payable during the Initial Payment Period but for the Limit) shall be paid, in lump sum, on the first
(1st) business day after the six- (6-) month anniversary of the Executive’s termination of employment, and (iii) any
portion of such payments that are payable after the Initial Payment Period shall be paid at the times set forth in Section
6.4(a) or Section 6.5, as applicable.


 






    12


     


    

 


(d)                
With regard to any provision herein that provides for reimbursement of costs and expenses
or in-kind benefits, except as permitted by Section 409A of the Code, all such payments shall be made on or before the last day
of calendar year following the calendar year in which the expense occurred.


 


20.               
Representations. Except as otherwise disclosed
to the Company in writing, the Executive represents and warrants to the Company that the Executive has the legal right to enter
into this Agreement and to perform all of the obligations on the Executive’s part to be performed hereunder in accordance with
its terms and that the Executive is not a party to any agreement or understanding, written or oral, which could prevent the Executive
from entering into this Agreement or performing all of the Executive’s obligations hereunder.


 


21.               
Survival. The respective obligations of, and
benefits afforded to, the Company and the Executive that by their express terms or clear intent survive termination of the Executive’s
employment with the Company, including, without limitation, the provisions of Sections 3.7, 5, 6, 7, 8, 17 and 19 of this Agreement,
will survive termination of the Executive’s employment with the Company, and will remain in full force and effect according to
their terms.


 


22.               
Counterparts. This Agreement may be executed
in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together
shall constitute one and the same agreement.


 


23.               
Legal Counsel; Mutual Drafting. Each party
recognizes that this is a legally binding contract and acknowledges and agrees that they have had ample opportunity to consult
with legal counsel of their choice. Each party has cooperated in the drafting, negotiation and preparation of this Agreement. Hence,
in any construction to be made of this Agreement, the same shall not be construed against either party on the basis of that party
being the drafter of such language. The Executive agrees and acknowledges that he has read and understands this Agreement, is entering
into it freely and voluntarily, and has been advised to seek counsel prior to entering into this Agreement. 


 






    13


     


    

 





IN WITNESS WHEREOF,
the Company and the Executive have executed this Agreement as of the Effective Date.


 





	 	“COMPANY”
	 	AppTech Corp.,
	 	a Wyoming corporation
	 	 	 
	 	By:	 
	 	 	Luke D’Angelo,
Chief Executive Officer
	 	 	 
	 	“EXECUTIVE”
	 	 	 
	 	Chad Nelley





 






    14


     


    

 





EXHIBIT
A


 


JOB TITLE AND DESCRIPTION OF DUTIES


 


Chief Operating Officer


 


Position: Chief Operating Officer


 


The AppTech Chief Operating
Officer will have all of the responsibilities described in the Company’s Bylaws and, specifically, will be responsible for leading,
establishing and deploying policy and procedure for operational success and go to market execution, including but not limited to:
organizational structure, revenue operations, customer success, human resources, marketing and traditional core facility and IT
operations. In addition to these core responsibilities, the COO will work closely with legal and finance operations to drive revenue
attainment, contract negotiations, profitability targeting and budget controls to ensure ongoing sustained operations that meet
and/or exceed board and shareholder expectations. The COO will provide leadership and strategic vision to the organization in coalition
with the CTO, CEO and CFO. The COO will effectively communicate and foster growth among the executive team and all employees.


 


 Approved Advisory
Board Positions:


 




 




 




 




 


	Exhibit A to Employment Agreement	 
	 	Initial





 



    


     


    

 





EXHIBIT
B


 


CONFIDENTIAL
INFORMATION AND

INVENTION ASSIGNMENT AGREEMENT


 


(See Attached)


 


Exhibit
B to Employment Agreement


 






    


     


    

 


AppTech Corp.


 


CONFIDENTIAL INFORMATION


AND INVENTION ASSIGNMENT AGREEMENT


 


In consideration of my
employment by AppTech Corp., its subsidiaries, parents, affiliates, successors
and assigns (collectively, the “Company”), and the compensation now and hereafter paid to me, I hereby agree as
follows:


 


1.      
Confidentiality and Security.


 


1.1   
Recognition of Company’s Rights. I understand and acknowledge that my
employment by Company creates a relationship of confidence and trust with respect to Company’s Confidential Information and that
Company has a protectable interest therein. At all times during and after my employment, I will hold in confidence and will not
disclose, use, lecture upon, or publish any of Company’s Confidential Information, except as such disclosure, use or publication
may be required in connection with my work for Company, or unless an officer of Company expressly authorizes such disclosure. I
further understand and acknowledge that this Confidential Information and the Company’s ability to reserve it for the exclusive
knowledge and use of the Company is of great competitive importance and commercial value to the Company, and that improper use
or disclosure of the Confidential Information by me might cause the Company to incur financial costs, loss of business advantage,
liability under confidentiality agreements with third parties, civil damages and criminal penalties. I understand and agree that
Confidential Information developed by me in the course of my employment by the Company shall be subject to the terms and conditions
of this Agreement as if the Company furnished the same Confidential Information to me in the first instance. I hereby assign to
Company any rights I may have or acquire in such Confidential Information and recognize that all Confidential Information shall
be the sole and exclusive property of the Company and its assigns. I will take all reasonable precautions to prevent the inadvertent
or accidental disclosure of Confidential Information. Notwithstanding the foregoing, pursuant to 18 U.S.C. Section 1833(b), I shall
not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that:
(1) is made in confidence to a Federal, State, or local government official, directly or indirectly, or to an attorney, and solely
for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed
in a lawsuit or other proceeding, if such filing is made under seal.


 


I acknowledge that, for
consideration received, I have has performed work, activities, services or made efforts on behalf of or for the benefit of Company
as an independent contractor prior to the date of this Agreement (the “Prior Consulting Period”). Accordingly,
I agrees that if and to the extent that, during the Prior Consulting Period: (i) I received access to any information from
or on behalf of the Company that would have been Confidential Information (as defined herein) if I received access to such information
during my employment; or (ii) I (a) conceived, created, authored, invented, developed or reduced to practice any item (including
any intellectual property rights with respect thereto) on behalf of or for the benefit of the Company, or related to the current
or prospective business of the Company, that would have been an Invention (as defined herein) if conceived, created, authored,
invented, developed or reduced to practice during my employment, or (b) incorporated into any such item any pre-existing invention,
improvement, development, concept, discovery or other proprietary information that would have been a Previous Invention (as defined
herein) if incorporated into such item during my employment; then any such information shall be deemed “Confidential Information”
hereunder and any such item shall be deemed an Invention or Prior Invention hereunder, and this Agreement shall apply to such activities,
information or item as if disclosed, conceived, created, authored, invented, developed or reduced to practice during the term of
this Agreement.


 


1.2   
Confidential Information. The term “Confidential Information” shall mean any and all confidential knowledge,
data or information of Company. By way of illustration but not limitation, “Confidential Information” includes
(a) Trade Secrets, inventions, mask works, ideas, processes, formulas, software in source or object code, data, programs, other
works of authorship, know-how, improvements, discoveries, developments, designs and techniques and any other proprietary technology
and all Intellectual Property Rights therein (collectively, “Inventions”); (b) information regarding research,
development, new products, marketing and selling, business plans (including plans or research and development), budgets and unpublished
financial statements, licenses, prices and costs, margins, discounts, credit terms, pricing and billing policies, quoting procedures,
methods of obtaining business, forecasts, future plans and potential strategies, financial projections and business strategies,
operational plans, financing and capital-raising plans, activities and agreements, internal services and operational manuals, methods
of conducting Company business, suppliers and supplier information, and purchasing; (c) information regarding customers and potential
customers of Company, including customer lists, names, representatives, their needs or desires with respect to the types of products
or services offered by Company, proposals, bids, contracts and their contents and parties, the type and quantity of products and
services provided or sought to be provided to customers and potential customers of Company and other non-public information relating
to customers and potential customers; (d) information regarding any of Company’s business partners and their services, including
names, representatives, proposals, bids, contracts and their contents and parties, the type and quantity of products and services
received by Company, and other non-public information relating to business partners; (e) information regarding personnel, employee
lists, compensation, and employee skills; and (f) any other non-public information which a competitor of Company could use to the
competitive disadvantage of Company. Notwithstanding the foregoing, it is understood that, at all such times, I am free to use
information which was known to me prior to my employment with Company or which is generally known in the trade or industry through
no breach of this Agreement or other act or omission by me. This Section does not, in any way, restrict or impede me from exercising
my rights under Section 7 of the National Labor Relations Act/protected rights to the extent that such rights cannot be waived
by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an
authorized government agency, provided that such compliance does not exceed that required by the law, regulation or order. I shall
promptly provide written notice of any such order to an authorized officer of the Company within forty-eight (48) hours of receiving
such order, but in any event sufficiently in advance of making any disclosure to permit the Company to contest the order or seek
confidentiality protections, as determined in the Company’s sole discretion.


 






    1


     


    

 


As used in this Agreement,
the term “Intellectual Property Rights” means all Trade Secrets, copyrights, trademarks, mask work rights, patents
and other intellectual property rights recognized by the laws of any jurisdiction or country; the term “copyright”
means the exclusive legal right to reproduce, perform, display, distribute and make derivative works of a work of authorship (as
a literary, musical, or artistic work) recognized by the laws of any jurisdiction or country; and the term “Moral Rights”
means all paternity, integrity, disclosure, withdrawal, special and any other similar rights recognized by the laws of any jurisdiction
or country. “Trade Secrets” means Confidential Information or Intellectual Property Rights that derives independent
economic value from not being generally known to and not being readily ascertainable by proper means.


 


1.3   
Third Party Information. I understand, in addition, that the Company has
received and in the future will receive from third parties their confidential and/or proprietary knowledge, data or information
(“Third Party Information”) subject to a duty on the Company’s part to maintain the confidentiality of such information
and to use it only for certain limited purposes. During the term of my employment and thereafter, I will hold Third Party Information
in confidence and will not disclose to anyone (other than the Company personnel who need to know such information in connection
with their work for the Company) or use, except in connection with my work for the Company, Third Party Information or unless expressly
authorized by an officer of the Company in writing.


 


1.4   
Information of Prior Employers and Others. During my employment by Company,
I will not improperly use or disclose confidential information or trade secrets, if any, of any former employer or any other person
to whom I have an obligation of confidentiality, and I will not bring onto the premises of Company any unpublished documents or
any property belonging to any former employer or any other person to whom I have an obligation of confidentiality unless consented
to in writing by that former employer or person.


 


1.5   
Term of Confidentiality Restrictions. I understand and acknowledge that my obligations under this Agreement with regard
to any particular Confidential Information shall commence immediately upon my first having access to such Confidential Information
(whether before or after I begin employment by the Company) and shall continue during and after my employment by the Company until
such time as such Confidential Information has become public knowledge other than as a result of the my breach of this Agreement
or breach by those acting in concert with me or on my behalf.


 


		2.	Assignment of Inventions.



 


2.1   
Disclosure of Inventions. I acknowledge and agree that, among my other duties for the Company, I will be employed by
the Company in a position which could provide the opportunity for conceiving and/or reducing to practice inventions, improvements,
developments, ideas or discoveries whether patentable or unpatentable (collectively hereinafter referred to as “Inventions,”
which is further defined below). Accordingly, I agree to promptly disclose to the Company in confidence and in writing all Inventions
conceived or reduced to practice by me while in the Company’s employ, either solely or jointly with others, and whether or not
during regular working hours. I further agree to maintain adequate and current written records of such Inventions.


 


For purposes of this Agreement,
Inventions include, but are not limited to, Company information, including plans, publications, research, strategies, techniques,
agreements, documents, contracts, terms of agreements, negotiations, know-how, computer programs, computer applications, software
design, web design, work in process, databases, manuals, results, developments, reports, graphics, drawings, sketches, market studies,
formulae, notes, communications, algorithms, product plans, product designs, styles, models, audiovisual programs, inventions,
unpublished patent applications, original works of authorship, discoveries, experimental processes, experimental results, specifications,
customer information, client information, customer lists, client lists, manufacturing information, marketing information, advertising
information, and sales information.


 






    2


     


    

 


2.2   
Company Inventions. The provisions in Section 2.1 shall apply only to “Company
Inventions” as defined herein. Company Inventions shall mean any Invention that meets any one of the following
criteria:


 


(i)     
Relates, at the time of conception or reduction to practice of the Invention to: (A) the Company’s business, project
or products, or to the manufacture or utilization thereof; or (B) the actual or demonstrably anticipated research or development
of the Company.


 


(ii)   
Results from any work performed directly or indirectly by me for the Company.


 


(iii) 
Results, at least in part, from my use of the Company’s time, equipment, supplies, facilities or trade secret information.


 


Provided, however, that,
if applicable, a Company Invention shall not include any Invention which qualifies fully under the provisions of California Labor
Code Section 2870 (a copy of which is attached as Exhibit A), including any idea or invention which is developed entirely on my
own time without using the Company’s equipment, supplies, facilities or trade secret information, and which is not related to the
Company’s business (either actual or demonstrably anticipated), and which does not result from work performed for the Company.


 


2.3   
 Assignment of Inventions. I hereby assign, and agree to assign, to the Company, all my rights, title
and interest in and to all Company Inventions. Also, I hereby assign, and agree to assign, to the Company all Inventions conceived
or reduced to practice by me within one (1) year following my termination of employment with the Company (whether voluntary or
otherwise), if the Invention is a result of Company information obtained by me during my employment with the Company.


 


2.4   
Execution of Necessary Documents. I agree that, upon request and without compensation therefor, but at no expense to
me, whether during the term of my employment and thereafter, I will all do lawful acts, including the execution of papers and lawful
oaths and the giving of testimony, that in the opinion of the Company, its successors and assigns, may be necessary or desirable
in obtaining, sustaining, reissuing, extending or enforcing United States and foreign letters Patent, including Design Patents,
on all of such Company Inventions, and for perfecting, affirming, maintaining or recording the Company’s complete ownership and
title thereto, and to otherwise cooperate in all proceedings and matters relating thereto.


 


I hereby irrevocably grant
the Company power of attorney to execute and deliver any such documents on my behalf in my name and to do all other lawfully permitted
acts to transfer the Inventions to the Company and further the transfer, issuance, prosecution and maintenance of all rights therein,
to the full extent permitted by law, if I do not promptly cooperate with the Company’s request (without limiting the rights the
Company shall have in such circumstances by operation of law). The power of attorney is coupled with an interest and shall not
be effected by my subsequent incapacity.


 


2.5   
Prior Inventions. I have set forth on Exhibit B (Previous Inventions) attached hereto a complete list of all Inventions
that I have, alone or jointly with others, made prior to the commencement of my employment with the Company that I consider to
be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively
referred to as “Prior Inventions”). If no such disclosure is attached, I represent that there are no Prior Inventions.
If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine,
the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights
to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding
the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without
the Company’s prior written consent.


 


2.6   
Work Made for Hire. I acknowledge that, by reason of being employed by the Company at the relevant times, to the extent
permitted by law, all writings, works of authorship, technology, inventions, discoveries, ideas and other work product of any nature
whatsoever (collectively referred to as “Work Product”) consisting of copyrightable subject matter is “work
made for hire” as defined in the Copyright Act of 1976 (17 U.S.C. § 101), and such copyrights are therefore owned by
the Company. Nothing contained in this Agreement shall be construed to reduce or limit the Company’s rights, title or interest
in any Work Product or Inventions so as to be less in any respect than that the Company would have had in the absence of this Agreement.


 


2.7   
Moral Rights. To the extent any copyrights are assigned under this Agreement, I hereby irrevocably waive, to the extent
permitted by applicable law, any and all claims I may now or hereafter have in any jurisdiction to all Moral Rights with respect
to all Inventions and Work Product therein. To the extent such Moral Rights cannot be assigned to Company and to the extent
the following is allowed by the laws in any country where Moral Rights exist, I hereby unconditionally and irrevocably waive the
enforcement of such Moral Rights, and all claims and causes of action of any kind against the Company or related to the Company’s
customers, with respect to such rights. I further acknowledge and agree that neither my successors-in-interest nor legal heirs
retain any Moral Rights in any Company Inventions (and any Intellectual Property Rights with respect thereto).


 






    3


     


    

 


2.8   
Government or Third Party. I also agree to assign all my right, title and interest in and to any particular Company
Invention to a third party, including without limitation the United States, as directed by the Company.


 


2.9   
No License. I understand that this Agreement does not, and shall not be construed to, grant me any license or right
of any nature with respect to any Inventions, Work Product, or any Confidential Information, materials, software or other tools
made available to me by the Company.


 


3.      
No Conflicting Obligation. I represent that my performance
of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement to keep in confidence
information acquired by me in confidence or in trust prior to my employment by the Company. I have not entered into, and I agree
I will not enter into, any agreement either written or oral in conflict herewith.


 


4.      
Security.


 


4.1   
Security and Access. I agree and covenant (i) to comply with all Company security policies and procedures as in force
from time to time including, without limitation, those regarding computer equipment, telephone systems, voicemail systems, facilities
access, monitoring, key cards, access codes, Company intranet, internet, social media and instant messaging systems, computer systems,
e-mail systems, computer networks, document storage systems, software, data security, encryption, firewalls, passwords and any
and all other Company facilities, IT resources and communication technologies (“Facilities Information
Technology and Access Resources”); (ii) not to access or use any Facilities and Information Technology Resources
except as authorized by the Company; and (iii) not to access or use any Facilities and Information Technology Resources in any
manner after the termination of my employment by the Company, whether termination is voluntary or involuntary. I agree to notify
the Company promptly in the event I learn of any violation of the foregoing by others, or of any other misappropriation or unauthorized
access, use, reproduction or reverse engineering of, or tampering with any Facilities and Information Technology Access Resources
or other Company property or materials by others.


 


4.2   
Return of Company Documents. When I leave the employ of the Company, I
will deliver to the Company any and all drawings, notes, memoranda, specifications, devices, formulas and documents, together with
all copies thereof, and any other material containing or disclosing any Company Inventions, Third Party Information or Confidential
Information of the Company. I agree that I will not copy, delete, or alter any information contained upon my Company computer or
Company equipment before I return it to the Company. In addition, if I have used any personal computer,
server, or e-mail system to receive, store, review, prepare or transmit any Company information,
including but not limited to, Confidential Information, I agree to provide the Company with a computer-useable copy of all such
Confidential Information and then permanently delete and expunge such Confidential
Information from those systems; and I agree to provide the Company access to my system as reasonably requested to verify that the
necessary copying and/or deletion is completed. I further agree that any property situated on the Company’s premises and
owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by
the Company’s personnel at any time with or without notice. Prior to leaving, I will cooperate with the Company in attending an
exit interview and completing and signing the Company’s termination statement if required to do so by the Company.


 


5.      
No Solicitation of Employees, Consultants or Contractors.
I agree that during the period of my employment and for the one (1) year period after the date my employment ends for any reason,
including but not limited to voluntary termination by me or involuntary termination by Company, I will not, as an officer, director,
employee, consultant, owner, partner, or in any other capacity, either directly or through others, except on behalf of Company,
solicit, induce, encourage, or participate in soliciting, inducing or encouraging any person known to me to be an employee, consultant,
or independent contractor of Company to terminate his or her relationship with Company, even if I did not initiate the discussion
or seek out the contact.


 


6.      
Legal and Equitable Remedies. I agree that it may be impossible
to assess the damages caused by my violation of this Agreement or any of its terms. I agree that any threatened or actual violation
of this Agreement or any of its terms will constitute immediate and irreparable injury to Company, and Company will have the right
to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without bond
and without prejudice to any other rights and remedies that Company may have for a breach or threatened breach of this Agreement.


 


7.      
Non-Disparagement. I agree and covenant that I will not
at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks,
comments or statements concerning the Company or its businesses, or any of its employees, officers, and existing and prospective
customers, suppliers, investors and other associated third parties; provided, however, that nothing in this Section is intended
to or will prevent me from cooperating with the investigation of any government agency.


 






    4


     


    

 


8.      
Duty of Loyalty During Employment. I agree that during
the period of my employment by the Company, I will not, without Company’s express written consent, directly or indirectly engage
in any employment or business activity which is directly or indirectly competitive with the
business or demonstrably anticipated business of the Company (“Competing Business”), will not own any interest
in a Competing Business except as otherwise allowed by any Employment Agreement between the Company and myself, will not assist
any other person or organization in competing or in preparing to compete with any business or demonstrably anticipated business
of the Company, or engage in any other activity which would .conflict with my employment by Company.


 


9.      
Acknowledgement. I acknowledge and agree that the services
to be rendered by me to the Company are of a special and unique character; that the Company will obtain knowledge and skill relevant
to my industry, methods of doing business and marketing strategies by virtue of my employment; and that the terms and conditions
of this Agreement are reasonable under these circumstances. I further acknowledge that the amount of my compensation reflects,
in part, my obligations and the Company’s rights under this Agreement; that I have no expectation of any additional compensation,
royalties or other payment of any kind not otherwise referenced herein in connection herewith; that I will not be subject to undue
hardship by reason of my full compliance with the terms and conditions of this Agreement or the Company’s enforcement thereof;
and that this Agreement is not a contract of employment and shall not be construed as a commitment by either of the parties to
continue an employment relationship for any certain period of time, nor shall it interfere in any way with my right or the Company’s
right to terminate my employment at any time, with or without cause. 


 


10.   
Export. I agree not to export, re-export, or transfer, directly
or indirectly, any U.S. technical data acquired from Company or any products utilizing such data, in violation of the United States
export laws or regulations.


 


11.   
Notification Of New Employer. In
the event that I leave the employ of the Company, I hereby consent to the notification of my new employer of my rights and obligations
under this Agreement.


 


12.   
General Provisions.


 


12.1Notices.
Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other
address as the party shall specify in writing. Such notice shall be deemed given upon personal delivery to the appropriate address
or if sent by certified or registered mail, three (3) days after the date of mailing.


 


12.2Consent to Jurisdiction.
This Agreement will be governed by the laws of the state or country of my residence, applied without regard to conflict of
law principles; however, I hereby expressly consent to the personal jurisdiction and venue of the state and federal courts located
in the County of San Diego, County of California for any lawsuit arising from or related to this Agreement.


 


12.3Severability.
In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement,
and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.


 


12.4Successors and
Assigns; Survival. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives
and will be for the benefit of the Company, its successors, and its assigns. The provisions of this Agreement shall survive the
termination of my employment and the assignment of this Agreement by the Company to any successor in interest or other assignee.
My obligations pursuant to this Agreement shall apply to any time during which I was previously employed, or am in the future employed,
by the Company as a consultant if no other agreement governs nondisclosure and assignment of inventions during such period.


 


12.5 Waiver.
No waiver by the Company of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by
the Company of any right under this Agreement shall be construed as a waiver of any other right.


 


12.6Entire Agreement.
This Agreement, including any exhibits and schedules hereto and thereto, is the final, complete and exclusive agreement of
the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between us.


 


12.7No Modification.
No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless
in writing and signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation will not
affect the validity or scope of this Agreement.


 






    5


     


    

 


12.8Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be
taken together and deemed to be one instrument. This Agreement may also be executed and delivered by facsimile signature, PDF or
any electronic signature complying with the U.S. federal ESIGN Act of 2000 (e.g., www.docusign.com).


 


12.9 Advice
of Counsel. I ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT
LEGAL COUNSEL, AND I HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT WILL NOT BE CONSTRUED
AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION OF THIS AGREEMENT.


 


This Agreement shall be effective as
of the first day of my employment with the Company.


 


Dated:________, 20__


 





	(Signature)	 
	 	 	 
	(Printed Name)	 
	 	 	 
	(Address)	 
	 	 	 
	ACCEPTED AND AGREED TO:	 
	 	 	 
	APPTECH CORP.	 
	 	 	 
	By:	 	 
	 	 	 
	Title:	 	 
	 	 	 
	(Address)	 
	 	 	 
	Date:	 	 






 



    6


     


    

 





Exhibit
A


 


LIMITED EXCLUSION NOTIFICATION


 


If
you are a resident of the State of California, this is to notify you in accordance with Section 2872 of the California
Labor Code that the foregoing Agreement between you and the Company does not require you to assign or offer to assign to the Company
any invention that you developed entirely on your own time without using the Company’s equipment, supplies, facilities or trade
secret information except for those inventions that either:


 


1.            Relate at the time of conception
or reduction to practice of the invention to the Company’s business, or actual or demonstrably anticipated research or development
of the Company; or


 


2.            Result from any work performed
by you for the Company.


 


To the extent a provision in the foregoing
Agreement purports to require you to assign an invention otherwise excluded from the preceding paragraph, the provision is against
the public policy of this state and is unenforceable.


 


This limited exclusion
does not apply to any patent or invention covered by a contract between the Company and the United States or any of its agencies
requiring full title to such patent or invention to be in the United States.


 


I acknowledge receipt
of a copy of this notification.


 





	 	By:	 
	 	 	(PRINTED NAME OF EXECUTIVE)
	 	 	 
	 	Date:	 
	WITNESSED BY:	 	 
	 	 	 
	(PRINTED NAME OF REPRESENTATIVE)	 	 





 






    7


     


    

 





Exhibit
B


 


	TO:	APPTECH CORP.	 
	 	 	 
	FROM:	 	 
	 	 	 
	DATE:	 	 
	 	 	 
	SUBJECT:	Previous Inventions	 





 


1.           Except
as listed in Section 2 below, the following is a complete list of all inventions or improvements relevant to the subject matter
of my employment by AppTech Corp. (the “Company”)
that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my
engagement by the Company:


 





	 	☐ 	No inventions or improvements.
	 		 
	 	☐ 	See below:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	☐ 	Additional sheets attached.




 


2.           Due
to a prior confidentiality agreement, I cannot complete the disclosure under Section 1 above with respect to inventions or
improvements generally listed below, the proprietary rights and duty of confidentiality with respect to which I owe to the following
party(ies):


 


	 	Invention
or Improvement	 	Party(ies)	 	Relationship
	 	 	 	 	 	 	 
	1.	 	 	 	 	 
	 	 	 	 	 	 	 
	2.	 	 	 	 	 
	 	 	 	 	 	 	 
	3.	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 ☐	Additional
sheets attached.	 	 	 






 






    8


     


    

 


EXHIBIT C


 


FORM OF RELEASE
AGREEMENT


 


(See
Attached)


 


Exhibit
C to Employment Agreement


 






    


     


    

 


RELEASE AGREEMENT


 


This
Release Agreement (this “Agreement”) is made and entered into this [____] day of [____________, 20___]
(the “Effective Date”), by and between AppTech Corp., a Wyoming corporation (the “Company”),
and Chad Nelley (“Executive”).


 


RECITALS


 


Whereas,
Executive was employed by and an officer of the Company, and Executive’s employment with and service as an officer of the Company
ended on [________________, 20__] (the “Separation Date”);


 


Whereas,
Executive is a party to an Executive Employment Agreement with the Company dated December 15, 2021, as it may be amended from time
to time (the “Employment Agreement”), and a Confidential Information and Invention Assignment Agreement with the
Company dated December 15, 2021 (the “Confidentiality Agreement”); and


 


The parties desire to enter
into this Agreement on the terms and conditions set forth below.


 


Now,
Therefore, in consideration of the covenants undertaken and the releases contained in this Agreement, Executive and
the Company agree as follows:


 


1.                  
Resignation. Executive confirms that his service
as an employee, officer, manager and in each and every other capacity with the Company and each of its Affiliates (as such term
is defined below) ended on the Separation Date. The Company accepted such resignations. As used in this Agreement: (i) the term
“Affiliate” means a person that directly or indirectly through one or more intermediaries, controls, or is controlled
by, or is under common control with, the Company; (ii) the term “control,” including the correlative terms “controlling,”
“controlled by” and “under common control with,” means the possession, directly or indirectly, of the power
to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other
ownership interest, by contract or otherwise) of a person; and (iii) the term “person” shall be construed broadly
and includes, without limitation, an individual, a partnership, a limited liability company, a corporation, an association, a joint
stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or
political subdivision thereof.


 


2.                  
Release of Claims. Executive, on his own behalf
and on behalf of his descendants, dependents, heirs, executors, administrators, assigns and successors, and each of them, hereby
fully and forever releases the Company, its divisions, subsidiaries, parents, or affiliated corporations, past and present, and
each of them, as well as its and their assignees, successors, directors, officers, stockholders, partners, representatives, attorneys,
agents or employees, past or present, or any of them (individually and collectively, “Releasees”), from, and agrees
not to sue concerning, or in any manner institute, prosecute or pursue, or cause to be instituted, prosecuted, or pursued, any
claim, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or
unsuspected, that Executive may possess against any of the Releasees arising from any acts or omissions that have occurred up until
and including the date and time that Executive signs the Agreement (collectively, “Claims”), including, without
limitation, (a) any and all Claims relating to or arising from Executive’s employment relationship with the Company and the termination
of that relationship; (b) any and all Claims for violation of any federal, state, municipal, or other applicable jurisdiction (whether
in or outside of the United States) law, constitution, regulation, ordinance or common law, including, but not limited to, Title
VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Americans with Disabilities Act of 1990; the Fair Labor
Standards Act; the Employee Retirement Income Security Act of 1974; the federal Family Medical Leave Act; the California Business
and Professions Code; the California Family Rights Act; the California Fair Employment and Housing Act; and the California Labor
Code; and all amendments to each such law; (c) any and all Claims for any wrongful discharge of employment; termination in violation
of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied (including but not limited
to Claims arising out of the Offer Letter dated November 12, 2021); breach of covenant of good faith and fair dealing, both express
and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation;
negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; personal
injury; invasion of privacy; false imprisonment; and conversion; (d) any and all Claims for wages, benefits, severance, vacation,
bonuses, commissions, equity, expense reimbursements, or other compensation or benefits; and (e) any and all Claims for attorneys’
fees, costs and/or penalties; provided, however, that the foregoing release does not apply to any obligation of the Company to
Executive pursuant to any of the following: (1) this Agreement; (2) any right to indemnification that Executive may have pursuant
to the Company’s bylaws, its corporate charter (or any corresponding provision of any subsidiary or affiliate of the Company),
or applicable law; (3) with respect to any rights that Executive may have to insurance coverage under any Company (or subsidiary
or affiliate) directors and officers liability insurance policy; (4) any rights to continued medical and dental coverage that Executive
may have under COBRA; (5) Executive’s rights pursuant to Sections 6.4(a) and/or 6.5 of the Employment Agreement and (6) Executive’s
rights as a shareholder. In addition, this release does not cover any Claim that cannot be so released as a matter of applicable
law.


 






    1


     


    

 


Executive understands that
nothing in this Agreement limits his ability to file a charge or complaint with the Equal Employment Opportunity Commission, the
National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any
other federal, state or local government agency or commission (“Government Agencies”). Executive further understands
that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation
or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice
to the Company. However, by signing this Agreement Executive waives his right to recover individual relief based on any released
claims asserted in such a charge or complaint with the exception that this Agreement does not limit Executive’s right to receive
an award for information provided to any Government Agencies authorized to provide monetary or other awards to eligible individuals
who come forward with information that leads to an agency enforcement action. Notwithstanding anything to the contrary herein,
consistent with the federal Defend Trade Secrets Act of 2016 (“DTSA”), nothing in this Agreement or the Confidentiality
Agreement is intended to limit Executive’s right (a) to disclose the Company’s trade secrets in a confidential manner either to
a federal, state or local government official or to an attorney where such disclosure is solely for the purpose of reporting or
investigating a suspected violation of law, or (b) to disclose the Company’s trade secrets in an anti-retaliation lawsuit or other
legal proceeding, so long as that disclosure or filing is made under seal and Executive does not otherwise disclose such trade
secrets, except pursuant to court order.


 


3.            Waiver
of Unknown Claims. This Agreement is intended to be effective as a general release of and bar to each and every Claim hereinabove
specified. Accordingly, Executive hereby expressly waives any rights and benefits conferred by Section 1542 of the California Civil
Code and any similar provision of any other applicable state law as to the Claims. Section 1542 of the California Civil Code provides:


 


“A GENERAL RELEASE DOES NOT EXTEND
TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE
RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”


 






    2


     


    

 


Executive acknowledges that he may later discover
claims, demands, causes of action or facts in addition to or different from those which Executive now knows or believes to exist
with respect to the subject matter of this Agreement and which, if known or suspected at the time of executing this Agreement,
may have materially affected its terms. Nevertheless, Executive hereby waives, as to the Claims, any claims, demands, and causes
of action that might arise as a result of such different or additional claims, demands, causes of action or facts.


 


4.           ADEA
Waiver. Executive expressly acknowledges and agrees that by entering into this Agreement, he is waiving any and all rights
or claims that he may have arising under the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”),
and that this waiver and release is knowing and voluntary. Executive and the Company agree that this waiver and release does not
apply to any rights or claims that may arise under the ADEA after the date Executive signs this Agreement. Executive further expressly
acknowledges and agrees that:


 


(a) In return for this
Agreement, he will receive consideration beyond that which he was already entitled to receive before executing this Agreement;


 


(b) He is hereby advised
in writing by this Agreement to consult with an attorney before signing this Agreement;


 


(c) He was given a copy
of this Agreement on [______, 20__], and informed that he had twenty-one (21) days within which to consider this Agreement and
that if he wished to execute this Agreement prior to the expiration of such 21-day period he will have done so voluntarily and
with full knowledge that he is waiving his right to have twenty-one (21) days to consider this Agreement; and that such twenty-one
(21) day period to consider this Agreement would not and will not be re-started or extended based on any changes, whether material
or immaterial, that are or were made to this Agreement in such twenty-one (21) day period after he received it;


 


(d) He was informed that
he had seven (7) days following the date of execution of this Agreement in which to revoke this Agreement, and this Agreement will
become null and void if Executive elects revocation during that time. Any revocation must be in writing and must be received by
the Company during the seven-day revocation period. In the event that Executive exercises this revocation right, neither the Company
nor Executive will have any obligation under this Agreement. Any notice of revocation should be sent by Executive in writing to
the Company (attention Legal Department), 5878 Owens Ave., Suite 100, Carlsbad, California 92008, so that each is received within
the seven-day period following execution of this Agreement by Executive.


 


(e) Nothing in this Agreement
prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under
the ADEA, nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal
law.


 


5.           No
Transferred Claims, Pending Claims or Future Lawsuits. Executive warrants and represents that he has not heretofore assigned
or transferred to any person not a party to this Agreement any released matter or any part or portion thereof. Executive warrants
and represents that he has no lawsuits, claims, or actions pending in his name, or on behalf of any other person or entity, against
the Company or any of the Releasees. Executive also warrants and represents that he does not presently intend to bring any claims
on his own behalf or on behalf of any other person or entity against the Company or any of the Releasees. Executive also promises
to opt out of any class or representative action and to take such other steps as Executive has the power to take to disassociate
himself from any class or representative action seeking relief against the Company and/or any other Releasee regarding any of the
matters released in this Agreement.


 






    3


     


    

 


6.            Confidentiality
Agreement; Cooperation. Executive shall, and Executive hereby acknowledges that he will, comply with his continuing obligations
under the terms of the Confidentiality Agreement. Executive agrees to reasonably cooperate with the Company and its Affiliates
regarding the orderly transition of his former duties and responsibilities and to reflect his separation from his prior positions
with the Company and its Affiliates (including, without limitation, to remove Executive from bank accounts of and as having signing
authority for the Company or any of its Affiliates), and further agrees that he will comply with his continuing cooperation obligations
pursuant to Section 6.10 of the Employment Agreement.


 


7.           Return
of Property. Executive agrees to commit no act or omission that harms, impairs or in any way damages the Company’s (or
any of its Affiliate’s) computer systems and resources, including but not limited to, data, servers, storage, personal computers,
mobile devices, security systems, network systems, and Company software. Executive represents and covenants that he has returned
to the to the Company (a) all physical, computerized, electronic or other types of records, documents, proposals, notes, lists,
files and any and all other materials, including computerized electronic information, that refer, relate or otherwise pertain to
the Company or any of its Affiliates that were in Executive’s possession, subject to Executive’s control or held by Executive for
others; and (b) all property or equipment that Executive has been issued by the Company or any of its Affiliates during the course
of his employment or property or equipment that Executive otherwise possessed, including any keys, credit cards, office or telephone
equipment, computers, tablets, cell phones/smartphones, other devices, and automobile. Executive acknowledges that he is not authorized
to retain any physical, computerized, electronic or other types of copies of any such physical, computerized, electronic or other
types of records, documents, proposals, notes, lists, files or materials, and is not authorized to retain any property or equipment
of the Company or any of its Affiliates. Executive further agrees that Executive will immediately forward to the Company (and thereafter
destroy any electronic copies thereof) any business information relating to the Company or any of its Affiliates that has been
or is inadvertently directed to Executive following the date of the termination of Executive’s employment. The Company will reasonably
cooperate with Executive, if requested, to transfer to Executive the phone numbers associated with Executive’s Company cell phones/smartphones.


 


8.            Non-Solicitation.
Executive agrees that he will not, at any time in the period of twenty four (24) months after the Separation Date, directly or
indirectly through any other person solicit, induce or encourage, or attempt to solicit, induce or encourage, any employee or independent
contractor of the Company or any Affiliate of the Company to leave the employ or service, as applicable, of the Company or such
Affiliate, or become employed or engaged by any third party, or in any way interfere with the relationship between the Company
or any such Affiliate, on the one hand, and any employee or independent contractor thereof, on the other hand.


 


9.            Miscellaneous.


 


9.1          Governing
Law. This Agreement shall be deemed to have been executed and delivered within the State of California, and the rights
and obligations of the parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State
of California without regard to principles of conflict of laws.


 


9.2          Amendments.
This Agreement may not be modified or amended, in whole or in part, except in a formal, definitive written agreement expressly
referring to this Agreement, which agreement is signed by an authorized officer of the Company and by Executive.


 


9.3          No Waiver.
Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement
shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any
other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power
or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to
any other occurrence. No waiver shall be binding unless in writing and signed by the party asserted to have granted such waiver.


 






    4


     


    

 


9.4           Severability.
It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible
under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular
provision of this Agreement shall be adjudicated by a court of competent jurisdiction or an arbitrator, as the case may be, to
be invalid, prohibited or unenforceable under any present or future law, such provision, as to such jurisdiction, shall be ineffective,
without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in
any other jurisdiction, and to this end the provisions of this Agreement are declared to be severable; furthermore, in lieu of
such invalid or unenforceable provision there will be added automatically as a part of this Agreement, a legal, valid and enforceable
provision as similar in terms to such invalid or unenforceable provision as may be possible. Notwithstanding the foregoing, if
such provision could be more narrowly drawn (as to geographic scope, period of duration or otherwise) so as not to be invalid,
prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating
the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.


 


9.5.          Assignment and
Successors.


 


(a) This Agreement is personal
to Executive and shall not be assignable by Executive. This Agreement shall be binding upon Executive’s heirs, executors, administrators
and other legal representatives. In the event Executive dies prior to receiving the full amount of the payments due to Executive
pursuant to this Agreement, any remaining payments due to Executive shall be paid to Executive’s estate.


 


(b) The Company may assign
its rights and obligations under this Agreement, and this Agreement shall inure to the benefit of and be binding upon the Company
and its respective successors and assigns. As used herein, “successor” and “assignee” shall include any person,
firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly
acquires ownership of the Company or to which the Company assigns this Agreement by operation of law or otherwise.


 


9.6.         Tax Matters.
The Company and Executive intend that all payments made and benefits provided under this Agreement are either exempt from or comply
with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, the regulations and other guidance thereunder
and any state law of similar effect (collectively “Section 409A”) so that none of the payments or benefits will
be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to be so exempt.
The payments and benefits referenced and provided for in this Agreement are subject to all applicable withholding requirements,
as such withholding is determined by the Company in good faith. Except for the Company’s withholding right, Executive will be solely
responsible for any and all taxes that may be due with respect to the payments and benefits referenced and provided for in this
Agreement.


 


9.7.         Interpretation.
Each party has cooperated in the drafting, negotiation and preparation of this Agreement. Hence, in any construction to be made
of this Agreement, the same shall not be construed against any party on the basis that the party was the drafter.


 


9.8.         ’Review of Agreement.
Each party recognizes that this is a legally binding contract and acknowledges and agrees that it or he, as the case may be, has
had the opportunity to consult with legal counsel of its or his own choice. Executive specifically agrees and acknowledges that
he has read and understands this Agreement and the releases it contains, is entering into this Agreement freely and voluntarily,
and has been advised to seek counsel prior to entering into this Agreement and has had ample opportunity to do so.


 






    5


     


    

 


9.9.         Supplementary
Documents. All parties agree to cooperate fully and to execute any and all supplementary documents and to take all additional
actions that may be necessary or appropriate to give full force to the basic terms and intent of this Agreement and which are not
inconsistent with its terms.


 


9.10.       Headings;
Construction. The section and paragraph headings and titles contained in this Agreement are inserted for convenience only,
and they neither form a part of this Agreement nor are they to be used in the construction or interpretation of this Agreement.
Where the context requires, the singular shall include the plural, the plural shall include the singular, and any gender shall
include all other genders and the neutral. Where specific language is used to clarify by example a general statement contained
herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement
to which it relates.


 


9.11.       Counterparts.
This Agreement may be executed in counterparts, and each counterpart shall have the same force and effect as an original and shall
constitute an effective, binding agreement on the part of each of the undersigned. Either party may execute this letter agreement
by signing on the designated signature block below, and by transmitting such signature page via facsimile or e-mail (via PDF format)
to the other party. Any signature made and transmitted by facsimile or e-mail (via PDF format) for the purpose of executing this
letter agreement shall be deemed an original signature for purposes of this letter agreement, and shall be binding upon the party
transmitting its or his signature by facsimile or e-mail (via PDF format).


 


9.12.       Arbitration.
The parties acknowledge and agree that any controversy or claim arising out of or relating to this Agreement, its enforcement or
interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or arising
out of or relating in any way to Executive’s employment or termination of employment with the Company, including, without limiting
the generality of the foregoing, any alleged violation of statute, common law or public policy, shall be submitted to and be subject
to final and binding arbitration as provided in Section 17 of the Employment Agreement; provided, however, that either the Company
or Executive may seek provisional injunctive relief to ensure that the relief sought in arbitration is not rendered ineffectual
by interim harm pending the arbitration. Notwithstanding the foregoing, either party shall be entitled to injunctive or other equitable
relief to prevent a breach of the Confidentiality Agreement, or a breach of Section 6, 7, 8, or 9 of this Agreement. By executing
this agreement, the Company and Executive are waiving their respective rights to a jury trial.


 


9.13.       No Wrongdoing.
This Agreement constitutes a compromise and settlement of any and all potential disputed claims. No action taken by either Executive
or the Company hereto, either previously or in connection with this Agreement, shall be deemed or construed to be: (a) an admission
of the truth or falsity of any potential claims; or (b) an acknowledgment or admission by either party of any fault or liability
whatsoever to the other or to any third party.


 


9.14.        No
Liens. Executive represents and warrants that (a) Executive has the capacity to act on his own behalf and on behalf of
all who might claim through Executive to bind them to the terms and conditions of this Agreement; and (b) there are no liens or
claims of any lien or assignment in law or equity or otherwise of or against any of the claims released in this Agreement.


 






    6


     


    

 


The undersigned have read
the foregoing Release Agreement and each accept and agree to the provisions it contains and hereby execute it, effective as of
the Effective Date, voluntarily with full understanding of its consequences.


 





	EXECUTED this [__] day of [__
, 20__ ], at San Diego County, California.
	 	 	 
	“Executive”	 
	 	 
	Chad Nelley	 
	 	 	 
	EXECUTED this [__] day of [__
, 20__ ], at San Diego County, California.
	 	 	 
	“Company”	 
	 	 	 
	AppTech Corporation	 
	 	 	 
	By:	 	 
	 	 	 
	Its:	 	 





  


7