Assignment of Debt Agreement dated February 22, 2021, between the Company and FRH Group Ltd

Exhibit 10.1

ASSIGNMENT OF DEBT AGREEMENT

THIS ASSIGNMENT OF DEBT AGREEMENT dated the 22^nd day of February 2021,

WHEREAS:

A. The Debtor is indebted to the Assignor according to the FRH Note(s) Agreement (Exhibit II) for the principal amount of $1,000,000 and any unpaid and accrued interest of $256,908 in U.S. funds (the “Note(s)” or “Debt”). The Note(s) is according to the terms of FRH Note(s) with the face value in the principal $1,000,000 Coupon 6% Issue between Date February 22, 2016, and April 24, 2017, at a Conversion Price of $0.10 per share among the Debtor and the Assignor.

B. The Assignor wishes to convert the Debt into Common Stock of the Debtor at a Conversion Price of $0.10 per share as per FRH Note(s) Agreement, See Notice of Conversion (Exhibit I).

C. The Assignee wishes to receive the Common Stock under its name upon Notice of Conversion. The Assignor wishes to grant, assign, transfer and set over unto the Assignee its entire right, title, and interest in and to the Common Stock upon the terms and conditions contained in this agreement.

D. Felix R. Hong is the ultimate beneficial owner of both the Assignor and Assignee.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual promises, covenants, conditions, representations, and warranties hereinafter contained and for other good and valuable consideration, the receipt of which is acknowledged and subject to the terms and conditions hereinafter set out, the parties agree as follows:

(a) the above premises are accurate and complete, that the Debt has not been prepaid in full or in part, and that the Assignor has given the Debtor notice of this Assignment;

(b) the full amount of the Debt is due and owing by the Debtor to the Assignor; and

(c) the Assignor now has a good right, full power, and absolute authority to assign its right, title, and interest in and to the Debt in the manner set out in Article 2 hereof according to the real intent and meaning of this agreement.

4. COUNTERPART

IN WITNESS WHEREOF, the parties signed this agreement as of the day and year first above written.

EXHIBIT I

NOTICE OF CONVERSION

The undersigned, the Holder of the #FRH Note(s) (“Note I” or “Debt”) with the face value in the principal $1,000,000 and any unpaid and accrued interest of $256,908 thereon representing the total unpaid principal and interest amount of such Debt as of February 22, 2021, at a Conversion Price of $0.10 per share hereby, surrenders such Debt or Note(s) for conversion into 12,569,080 shares of the Common Stock of FDCTech, Inc., in exchange of the total unpaid principal and interest amount of such Note as of February 22, 2021, and requests that the certificates for such shares be issued in the name of, and delivered to,

FRH Group Corporation, whose address is 555 Anton Boulevard, Suites 150, Costa Mesa, 92626.

Dated: February 22, 2021