Exhibit 10.3


 


EXHIBIT D


 


THIS WARRANT AND THE SECURITIES ISSUABLE UPON
THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED.


 


	 	Void after:
	 	 
	Warrant No.:      1     	August 19, 2026


 


UPD HOLDING CORP.


 


WARRANT TO PURCHASE SHARES


 


This Warrant is issued as
of August 19, 2021 (the “Issue Date”) to Corey Shader, a Florida resident (“Holder”)
by UPD Holding Corp., a Nevada corporation (the “Company”), in connection with a loan received from Holder.


 


1.       Purchase
of Shares. Subject to the terms and conditions hereinafter set forth, the holder of this Warrant is entitled, upon surrender of this
Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase
from the Company up to One Million (1,000,000) fully paid and nonassessable shares of the Company’s Common Stock, $0.005
par value (each a “Share” and collectively the “Shares”), at an exercise price of $0.005
per Share (such price, as adjusted from time to time, is herein referred to as the “Exercise Price”).


 


2.       Exercise
Period. This Warrant shall be exercisable, in whole or in part, during the term commencing on the Issue Date and ending at
5:00 p.m., Pacific Time, on August 19, 2026 (the “Exercise Period”).


 


3.       Method
of Exercise. While this Warrant remains outstanding and exercisable in accordance with Section 2 above, Holder may exercise
from time to time, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by:


 


a.       the
surrender of the Warrant, together with a notice of exercise to the Secretary of the Company at its principal offices; and


 


b.       the
payment to the Company of an amount equal to the sum of the Exercise Price multiplied by the number of Shares being purchased.


 


4.       Certificates
for Shares; Amendments of Warrants. Upon the exercise of the purchase rights evidenced by this Warrant, the Company’s transfer
agent shall issue a direct registration statement to Holder for the number of Shares so purchased as soon as practicable thereafter, and
in any event within thirty (30) days of the delivery of the subscription notice. Upon partial exercise, the Company shall promptly
issue an amended Warrant representing the remaining number of Shares purchasable thereunder. All other terms and conditions of such amended
Warrant shall be identical to those contained herein.


 



    	 	 	 



    	 



    

 


5.       Issuance
of Shares. The Company covenants that: (i) the Shares, when issued pursuant to the exercise of this Warrant, will be duly and
validly issued, fully paid, and nonassessable and by free from all taxes, liens, and charges with respect to the issuance thereof; and
(ii) during the Exercise Period, the Company will reserve from its authorized and unissued Common Stock sufficient Shares necessary
to perform its obligations under this Warrant.


 


6.       Adjustment
of Exercise Price and Number of Shares. The number of and kind of securities purchasable upon exercise of this Warrant and the Exercise
Price shall be subject to adjustment from time to time as follows:


 


a.       Subdivisions,
Combinations, and Other Issuances. If the Company shall at any time before the expiration of this Warrant subdivide the Shares, by
split-up or otherwise, or combine its Shares, or issue additional shares of its Shares as a dividend, the number of Shares issuable on
the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately
decreased in the case of a combination. Appropriate adjustments shall also be made to the purchase price payable per share, but the aggregate
purchase price payable for the total number of Shares purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment
under this Section 6(a) shall become effective at the close of business on the date the subdivision or combination becomes
effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend.


 


b.       Reclassification,
Reorganization, and Consolidation. In case of any reclassification, capital reorganization, or change in the capital stock (including
because of a change of control) of the Company (other than as a result of a subdivision, combination, or stock dividend provided for in
Section 6(a) above), then the Company shall make appropriate provision so that the holder of this Warrant shall have the right
at any time before the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant,
the kind and amount of shares of stock and other securities and property receivable in connection with such reclassification, reorganization,
or change by a holder of the same number of Shares as were purchasable by the holder of this Warrant immediately before such reclassification,
reorganization, or change. In any such case, appropriate provisions shall be made with respect to the rights and interests of the Holder
so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable
upon exercise hereof, and appropriate adjustments shall be made to the purchase price per share payable hereunder; provided, that the
aggregate purchase price shall remain the same.


 


c.       Notice
of Adjustment. When any adjustment is required to be made in the number or kind of shares purchasable upon exercise of the Warrant,
or in the Exercise Price, the Company shall promptly notify the Holder of such event and of the number of Shares or other securities or
property thereafter purchasable upon exercise of this Warrant.


 



    	 	 	 



    	 



    

 


7.       No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this
Warrant, but in lieu of such fractional shares the Company shall make a cash payment therefor on the basis of the Exercise Price then
in effect.


 


8.       Representations
of the Company. The Company represents that all corporate actions on the part of the Company, its officers, directors, and stockholders
necessary for the sale and issuance of this Warrant have been taken.


 


9.       Representations
and Warranties by the Holder. The Holder represents and warrants to the Company as follows:


 


a.       This
Warrant and the Shares issuable upon exercise thereof are being acquired for its own account, for investment, and not with a view to,
or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as
amended (the “Act”). Upon exercise of this Warrant, the Holder shall, if so requested by the Company, confirm in writing,
in a form satisfactory to the Company, that the securities issuable upon exercise of this Warrant are being acquired for investment and
not with a view toward distribution or resale.


 


b.       The
Holder understands that the Warrant and the Shares have not been registered under the Act by reason of their issuance in a transaction
exempt from the registration and prospectus delivery requirements of the Act pursuant to Section 4(2) thereof, and that they must
be held by the Holder indefinitely, and that the Holder must therefore bear the economic risk of such investment indefinitely, unless
a subsequent disposition thereof is registered under the Act or is exempted from such registration.


 


c.       The
Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the
purchase of this Warrant and the Shares purchasable pursuant to the terms of this Warrant and of protecting its interests in connection
therewith.


 


d.       The
Holder is able to bear the economic risk of the purchase of the Shares pursuant to the terms of this Warrant.


 


e.       The
Holder is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Act.


 


10.       Restrictive
Legend.


 


The Shares (unless registered
under the Act) shall be stamped or imprinted with a legend in substantially the following form:


 


THE SECURITIES REPRESENTED HEREBY HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS
A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE
OPINION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT.


 



    	 	 	 



    	 



    

 


11.       Warrants
Transferable. Subject to compliance with the terms and conditions of this Section 11, this Warrant and all rights hereunder
are transferable, without charge to the holder hereof (except for transfer taxes), upon surrender of this Warrant properly endorsed or
accompanied by written instructions of transfer. With respect to any offer, sale, or other disposition of this Warrant or any Shares acquired
pursuant to the exercise of this Warrant before registration of such Warrant or Shares, the holder hereof agrees to give written notice
to the Company prior thereto, describing briefly the manner thereof, together with a written opinion of such holder’s counsel, or
other evidence, if requested by the Company, to the effect that such offer, sale, or other disposition may be effected without registration
or qualification (under the Act as then in effect or any federal or state securities law then in effect) of this Warrant or the Shares
and indicating whether or not under the Act certificates or electronic statements for this Warrant or the Shares to be sold or otherwise
disposed of require any restrictive legend as to applicable restrictions on transferability in order to ensure compliance with such law.
Upon receiving such written notice and reasonably satisfactory opinion or other evidence, if so requested, the Company, as promptly as
practicable, shall notify such holder that such holder may sell or otherwise dispose of this Warrant or such Shares, all in accordance
with the terms of the notice delivered to the Company. If a determination has been made pursuant to this Section 11 that the
opinion of counsel for the holder or other evidence is not reasonably satisfactory to the Company, the Company shall so notify the holder
promptly with details thereof after such determination has been made. Each certificate representing this Warrant or the Shares transferred
in accordance with this Section 11 shall bear a legend as to the applicable restrictions on transferability in order to ensure
compliance with such laws, unless in the aforesaid opinion of counsel for the holder, such legend is not required. In order to ensure
compliance with such laws, the Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.


 


12.       Rights
of Stockholders. No holder of this Warrant shall be entitled, as a Warrant holder, to vote or receive dividends or be deemed the holder
of the Shares or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall
anything contained herein be construed to confer upon the holder of this Warrant, as such, any of the rights of a stockholder of the Company
or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or
withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par
value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights
or otherwise until the Warrant shall have been exercised and the Shares purchasable upon the exercise hereof shall have become deliverable,
as provided herein.


 


13.       Notices.
All notices and other communications required or permitted hereunder shall be in writing, shall be effective when given, and shall in
any event be deemed to be given upon receipt or, if earlier, (a) five (5) days after deposit with the U.S. Postal Service or
other applicable postal service, if delivered by first class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c) one
business day after the business day of deposit with Federal Express or similar overnight courier, freight prepaid or (d) one business
day after the business day of facsimile transmission, if delivered by facsimile transmission with copy by first class mail, postage prepaid,
and shall be addressed (i) if to the Holder, at 2817 E Oakland Park Blvd., 3rd Floor, Fort Lauderdale, FL 33306, and (ii) if
to the Company, at 75 Pringle Way, 8th Floor, Suite 804, Reno, NV 89502; or at such other address as a party may designate by ten
(10) days advance written notice to the other party pursuant to the provisions above.


 



    	 	 	 



    	 



    

 


14.       Governing
Law. This Warrant and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance
with the laws of Nevada, without regard to the conflicts of law provisions of Nevada or of any other state.


 


15.       Rights
and Obligations Survive Exercise of Warrant. Unless otherwise provided herein, the rights and obligations of the Company, of
the holder of this Warrant and of the holder of the Shares issued upon exercise of this Warrant, shall survive the exercise of this Warrant.


 


	 	 	UPD HOLDING CORP.
	 	 	 
	 	 	 
	 	By:	/s/ Mark Conte
	 	 	Mark Conte, Chief Executive Officer