CONSULTING
AGREEMENT


 


This Agreement
is made effective as of March 03, 2022, by and between ALTEROLA BIOTECH INC., of 47 Hamilton Square, Birkenhead, Merseyside, CH41 5AR,
UNITED KINGDOM, and REB CONSULTANCY LLC, of 30 N Gould St Ste R, Sheridan, Wyoming 82801, USA and its affiliate C2 Holdings LLC (all
redefined as REB).


 


In this Agreement,
the party who is contracting to receive services shall be referred to as "ABTI", and the party who has and will be providing
the services shall be referred to as "REB".


 


REB has a
background in Strategic Acquisition Consulting Services and is willing to provide services to ABTI based on this background. C2 Holdings
LLC is REB 's affiliate.


 


ABTI desires
to have services provided by REB.


 


Therefore, the
parties agree as follows:


 


		1.	DESCRIPTION OF SERVICES



 


Beginning on January
02, 2022, REB will provide the following services (collectively, the "Services"):


 


Identifying
potential targets for acquisitions and negotiations services, services rendered and to be rendered up to March 03, 2023.


 


		2.	PERFORMANCE OF SERVICES



 


The way the Services
are to be performed and the specific hours to be worked by REB shall be determined by REB. ABTI will rely on REB's designated associates
to work as many hours as may be necessary to fulfill REB's obligations under this Agreement.


 


		3.	PAYMENT



 


ABTI will pay a fee to REB
for the Services as follows:


 


Four (4) million
shares of the Common shares of ABTI to be free trading and registered to C2 Holdings LLC, a Wyoming Limited Liability that has rendered
services related to the post- acquisition of the assets of C2 Wellness Corp. previously purchased by ABTI and continues to do so through
services provided by its principal and associated persons.


 


In further
satisfaction, ABTI shall issue twelve (12) million shares of its common stock to REB Consultancy LLC that shall be registered and free
trading, in addition to the above mentioned four million of its common stock to be issued to C2 Holdings LLC all deemed fully assessed
and paid for by the services provided up to this date of March 03, 2022.


 


Any future
consideration of payment for the continuation of services is subject to mutual future agreements but it is not required for the providing
of the future services up to the date of March 03, 2023, although all shares are deemed to have been earned as of March 22, 2022, due
to existing and past provided services. REB Consultancy LLC and C2 Holdings LLC shall provide


 




    	 		 



    	 



    

 





for the share
issuance a W-9 Form showing their respective Tax ID numbers for the purpose of the issuance of the Compensation shares, which are issued
with a restrictive legend and will not be registered at issuance unless part of a future registration statement at the discretion of the
payer-issuer.


 


		4.	NEW PROJECT APPROVAL



 


REB and ABTI recognize
that REB's Services will include working on various projects for ABTI. REB shall obtain the approval of ABTI prior to the commencement
of a new project. None of the services provided are related to fund raise or public relations related to the trading of the shares.


 


		5.	TERM/TERMINATION



 


This Agreement shall
terminate automatically on March 03, 2023, unless extended and or mutually modified, however, the above compensation is deemed earned
and fully paid by services that occurred up to March 03, 2023, from inception of the services on or about January 02, 2022.


 


		6.	RELATIONSHIP OF PARTIES



 


It is understood
by the parties that REB is an independent contractor with respect to ABTI, and not an employee of ABTI. ABTI will not provide fringe benefits,
including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of REB.


 


		7.	DISCLOSURE



 


REB is required
to disclose any outside activities or interests, including ownership or participation in the development of prior inventions, that conflict
or may conflict with the best interests of ABTI. Prompt disclosure is required under this paragraph if the activity or interest is related,
directly or indirectly, to:


- any activity that REB
may be involved with on behalf of ABTI


 


		8.	EMPLOYEES



 


REB's employees,
if any, who perform services for ABTI under this Agreement shall also be bound by the provisions of this Agreement.


 


		9.	INDEMNIFICATION



 


REB agrees
to indemnify and hold harmless ABTI from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be
asserted against ABTI that result from the acts or omissions of REB, REB's employees, if any, and REB's agents.


 


ABTI agrees
to indemnify and hold harmless REB from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted
against REB that result from the acts or omissions of ABTI, ABTl's employees, if any, and ABTI's agents.


 




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		10.	INTELLECTUAL PROPERTY



 


The following provisions
shall apply with respect to copyrightable works, ideas, discoveries, inventions, applications for patents, and patents (collectively,
"Intellectual Property"):


Consultant's Intellectual
Property.


REB personally
holds an interest in the Intellectual Property that is described on the attached Exhibit A, and which is not subject to this Agreement.


Development of Intellectual
Property.


Any improvements
to Intellectual Property created by actions resulting from the Consulting Services of REB, further inventions or improvements, and any
added items of Intellectual Property discovered or developed by REB (or REB's employees, if any) during the term of this Agreement shall
be the sole property of ABTI. REB shall sign all documents necessary to protect the rights of ABTI in such Intellectual Property, including
the filing and/or prosecution of any applications for copyrights or patents. Upon request, REB shall sign all documents necessary to assign
the rights to such Intellectual Property to ABTI. REB agrees to assign to ABTI, without further consideration, its entire right, title,
and interest (throughout the United States and in all foreign countries), free and clear of all liens and encumbrances, in and to each
Invention Idea, developed within the scope of this agreement, for ABTI, whether patentable. In the event any Intellectual Property shall
be deemed by ABTI to be patentable or otherwise registrable, REB shall assist ABTI (at ABTI's expense) in obtaining letters patent or
other applicable registrations thereon and shall execute all documents and do all other things (including testifying at ABTI's expense)
necessary or proper to obtain letters patent or other applicable registrations thereon and to vest ABTI, or any Affiliated Company specified
by the Board, with full title thereto.


 


		11.	NOTICES



 


All notices required
or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United
States mail, postage prepaid, addressed as follows:


 


IF for ABTI:


 


ALTEROLA BIOTECH INC.


TIMOTHY ROGERS, EXECUTIVE CHAIRMAN


47 Hamilton Square Birkenhead


Merseyside


CH41 5AR


UNITED KINGDOM


IF for REB:


REB CONSULTANCY LLC


ROGER BENDELAC, MEMBER MANAGER


30 N Gould St Ste R 


Sheridan


Wyoming 82801



USA


REB is also the deemed responsible signing
party for its assignee and affiliate C2 Holdings LLC.


 




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Such address
may be changed from time to time by either party by providing written notice to the other in the manner set forth above.


 


		12.	ENTIRE AGREEMENT



 


This Agreement
contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written.
This Agreement supersedes any prior written or oral agreements between the parties.


 


		13.	AMENDMENT



 


This Agreement
may be modified or amended if the amendment is made in writing and is signed by both parties.


 


		14.	SEVERABILITY



 


If
any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to
be valid and enforceable. If a court finds that any provision of this Agreement
is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed
to be written, construed, and enforced as so limited.


 


		15.	WAIVER OF CONTRACTUAL RIGHT



 


The failure of
either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently
enforce and compel strict compliance with every provision of this Agreement.


 


		16.	APPLICABLE LAW



 


This Agreement shall be governed
by the laws of the State of Wyoming, USA.


 


		17.	INTERRUPTION OF SERVICE



 


Either party
shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond
its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, laws proclamations, edits, ordinances
or regulations, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The
obligations and rights of the party so excused shall be extended on a day-to-day basis for the time equal to the period of such excusable
interruption. When such events have abated, the parties' respective obligations hereunder shall resume. In the event the interruption
of the excused party's obligations continues for a period more than thirty


(30) days, either
party shall have the right to terminate this Agreement upon ten (10) days' prior written notice to the other party.


 


		18.	ASSIGNMENT



 


REB agrees that
it will not assign, sell, transfer, delegate or otherwise dispose of any rights or obligations under this Agreement without the prior
written consent of ABTI. Any assignment,


 




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transfer,
or delegation shall be canceled. Nothing in this Agreement shall prevent the consolidation of ABTI with, or its merger into, any other
corporation, or the sale by ABTI of all or all its properties or assets, or the assignment by ABTI of this Agreement and the performance
of its obligations hereunder to any successor in interest or any Affiliated Company. Subject to the foregoing, this Agreement shall
be binding upon and shall inure to the benefit of the parties
and their respective heirs, legal representatives, successors, and permitted assigns, and shall not benefit any person or entity other
than those enumerated above.


 


		19.	SIGNATORIES



 


This Agreement shall
be signed on behalf of ABTI by TIMOTHY ROGERS, EXECUTIVE CHAIRMAN and on behalf of REB by ROGER BENDELAC, MEMBER MANAGER and effective
as of the date first above written.


 


Party receiving services:


ALTEROLA
BIOTECH INC.


 


 


By: /s/ Timothy Rogers


TIMOTHY
ROGERS EXECUTIVE CHAIRMAN


 


Date:: March
29, 2022


 


 





 


 





 


Party providing services:


REB CONSULTANCY LLC


(And
for C2 Holdings LLC as assignees) 


By:
/s/ Roger Bendelac


ROGER BENDELAC


MEMBER
MANAGER for REB Consultancy LLC


and Authorized signatory for C2 Holdings LLC


 


Date:March
29, 2022


 


 


 






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