AppTech issues $560,000 10% convertible note to GS Capital, with 80,000 shares and $55,000 OID

AppTech Payments Corp.

• Note principal is $560,000 with a $55,000 original issue discount; gross proceeds are $505,000 before expenses; 80,000 common shares issued at $1.00 per share.
• Note bears 10% interest per annum and matures November 28, 2027; six $87,000 principal payments begin 180 days after Sept. 29, 2026, then every 30 days for five months.
• Note is convertible at GS Capital's option into common stock at a fixed $2.00 per share; default conversion price is 80% of the lowest VWAP over the prior 10 trading days; 4.99% ownership cap.
• Events of default include missed payments, failure to deliver conversion shares, covenant breaches and bankruptcy; default amount is 150% of principal and accrued interest plus liquidated damages.
• Purchase Agreement restricts certain corporate actions without GS Capital consent; Note may be prepaid in whole or in part without penalty.