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I DONT KNOW EXACTLY WHAT IS GOING ON

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mjnabull   Tuesday, 06/30/20 11:49:50 AM
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I DONT KNOW EXACTLY WHAT IS GOING ON BUT IT WILL GO UP SOON, I RECEIVED A LETTER IN THE MAIL YESTERDAY FOR SHAREHOLDER INFORMATION, AND IT WANTS ME BASICALLY TO VOTE, YOU GUYS SHOULD GET IT IN THE MAIL TOPO IF YOU HAVE SHARES, IM GOING TO COPY AND PAST SOME OF IT BELOW PAGE NUMBERS WILL BE IN PARENTHESIS

(PAGE14)



PROPOSAL 4
APPROVAL OF APPTECH’S EQUITY INCENTIVE PLAN
General
Without approval of a new or amended equity-based compensation plan, our ability to provide market-level compensation to attract and retain
high caliber directors, employees and partners necessary to achieve superior performance would be severely hampered.
AppTech does not currently, nor have they ever, had a stockholder approved equity incentive plan. On May 27, 2020, our Board of Directors
adopted the amended Equity Incentive Plan and recommended that it be submitted to our stockholders for their approval at the Annual Meeting. The
following is a summary of certain features of the amended Equity Incentive Plan. The summary is qualified in its entirety by reference to the complete
text of the Amended Equity Incentive Plan. You are urged to read the actual text of the amended Equity Incentive Plan in its entirety, which is set forth
in Appendix B.
Shares Available for Awards
Under the amended Equity Incentive Plan, the total number of shares of our common stock that may be subject to Awards is 5,000,000.
Eligibility
The persons eligible to receive the Awards under the Amended Equity Incentive Plan are Employees, Directors, Merchants, Referral Partners,
Channel Partners and other interested individuals.
Required Vote and Recommendation of the Board for Proposal 4
The affirmative vote of a plurality of the votes cast at the Annual Meeting is required for the approval of the amended Equity Incentive Plan.
Should the proposal receive more votes FOR than AGAINST among votes properly cast at the Annual Meeting, Proposal 4, approving the amended
Equity Incentive Plan, shall be passed. Shares represented by signed proxy cards and ballots submitted via the Internet at the Annual Meeting will be
voted on Proposal 4 FOR the approval of the amended Equity Incentive Plan, unless otherwise marked on the proxy card or ballot, respectively. A
broker non-vote or a properly executed proxy (or ballot) marked ABSTAIN with respect to approving the amended Equity Incentive Plan will not be
voted with respect to Proposal 4, although it will be counted for purposes of determining whether there is a quorum.
The Board unanimously recommends that you vote FOR the approval of the Amended Equity Incentive Plan

(PAGE 18)

PROPOSAL 5
RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors has selected dbbmckennon, an independent registered public accounting firm, as our independent auditors for the year
ending December 31, 2020, and has further directed that management submit the selection of independent auditors for ratification by the stockholders
at the Annual Meeting. dbbmckennon has served as our independent registered public accounting firm since July 18, 2014. Representatives of
dbbmckennon are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be
available to respond to appropriate questions.
Neither our amended and restated bylaws nor other governing documents or laws require stockholder ratification of the appointment of
dbbmckennon as our independent registered public accounting firm. However, the Board of Directors is submitting the appointment of dbbmckennon
to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Board Directors will
reconsider whether or not to retain dbbmckennon. Even if the selection is ratified, the Board of Directors in its discretion may direct the appointment
of different independent auditors at any time during the year if it determines that such a change would be in the best interests of the Company and its
stockholders.
For the selection by the audit committee of dbbmckennon as the independent registered public accounting firm of the Company for the year
ending December 31, 2020 to be ratified, we must receive a FOR vote from the holders of a majority of all those outstanding shares that (a) are
present or represented by proxy at the Annual Meeting, and (b) are cast either affirmatively or negatively on Proposal 5. Abstentions and broker nonvotes will not be counted FOR or AGAINST the proposal and will have no effect on the proposal. Please note that brokers holding shares for a
beneficial owner that have not received voting instructions with respect to the ratification of the approval of the appointment of dbbmckennon will
have discretionary voting authority with respect to this matter.
The Board unanimously recommends that you vote FOR Proposal 5.
Independent Registered Public Accounting Firm’s Fees
The following table sets forth the fees billed by dbbmckennon, our independent registered public accounting firm, for audit and non-audit
services rendered to us in 2019 and 2018. These fees are categorized as audit fees, audit-related fees, tax fees and all other fees. The nature of the
services provided in each category is described following the table.
Year Ended December 31,
2019 2018
Dbbmckennon Fees
Audit fees (1) $ 44,000 $ -
Audit-related fees - -
Tax fees (2) 10,000 2

(PAGE 19)
COMPENSATION COMMITTEE REPORT
AppTech does not currently employ a compensation committee because it lacks the requisite independent directors in order to do so. Upon
expanding the Board of Directors to seven (7) directors, AppTech intends to have the compensation committee will make recommendations to the
Board and review and approve our compensation policies and all forms of compensation to be provided to our directors and executive officers,
including, among other things, annual salaries, bonuses, equity incentive awards and other incentive compensation arrangements. In addition, our
compensation committee will administer our equity incentive and employee stock purchase plans, including granting stock options or awarding
restricted stock units to our directors and executive officers. Our compensation committee will also review and approve employment agreements with
executive officers and other compensation policies and matters. Because no such committee is in existence, the Board of Directors currently acts in the
manner described above.
The Board of Directors has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) ((§ 229.402(b)) with
management. Based on the review and discussion referred to in paragraph (e)(5)(i)(A) on this Item, the Board of Directors recommended that the
Compensation Discussion and Analysis be included in our proxy statement on Schedule 14A.

SHAREHOLDER NAMES ARE IN SOME OF IT, SO I WONT COPY AND PASTE BUT YOU GUYS SHOULD RECEIVE A LETTER IF YOU BOUGHT BEFORE JAN 1 2020



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