0001214659-21-002223 Sample Contracts

CONSULTING AGREEMENT
Consulting Agreement • February 22nd, 2021 • Upd Holding Corp. • Blank checks • Nevada

This consulting agreement (this “Agreement”) is entered into by and between the undersigned issuer (the “Issuer”) and consultant (the “Consultant”) as of February 16, 2021 (the “Effective Date”). Each of Issuer and Consultant may be referred to hereinafter as a “Party” or, collectively, as the “Parties”.

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AGREEMENT OF SHARE EXCHANGE
Share Exchange Agreement • February 22nd, 2021 • Upd Holding Corp. • Blank checks • Nevada

This Share Exchange Agreement (this “Exchange Agreement”) is made and entered into as of February 16, 2021 (the “Effective Date”), by, between, and among UPD Holding Corp., a Nevada corporation (“UPD”) and Vital Behavioral Health Inc., a Nevada limited liability company (“Vital”), and Vital’s shareholders as listed in Schedule A (the “Vital Shareholders”). Each of UPD, Vital, and the Vital Shareholders may be referred to herein as a “Party” or collectively as the “Parties”.

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