Exhibit 10.7


 


ASSIGNMENT OF STOCK


 


This Assignment of Stock (this
“Assignment”) is entered into as of December 31, 2022 (the “Effective Date”), by and
between Vital Behavioral Health Inc., a Nevada corporation (“Assignor”), and USR Holdings LLC, a Florida
limited liability company (“Assignee”). Each of Assignor and Assignee may be referred to herein as a “Party”
or collectively as the “Parties”.


 


WHEREAS, Assignor is the controlling
shareholder of VBH Kentucky Inc., a Nevada corporation (“VBHK”), and desires to assign to Assignee Three
Thousand Seven Hundred (3,700) shares of common stock, $0.001 par value, of VBHK (the “Stock”); and


 


WHEREAS, Assignee and/or its
affiliates have expended certain funds on behalf of, and contributed significant value to, VBHK in exchange for which Assignee desires
to receive the Stock from Assignor in full settlement thereof.


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:


 


1.       Each
of the foregoing recitals is an integral part of this Assignment and is binding upon the Parties as if set forth below in full.


 


2.       Assignor
hereby assigns all of its right, title, and interest in and to the Stock to Assignee, free and clear of any pledge, lien, or encumbrance
placed upon the Stock by Assignor.


 


3.       Assignor
makes no representations or warranties to Assignee concerning the threat or existence of any adverse claims against the Stock or VBHK
by any third parties, whether known or unknown.


 


4.       Subject
to the foregoing reservations and exceptions by Assignor with respect to the Stock and VBHK, Assignee hereby assumes all of Assignor’s
right, title, and interest in and to the Stock.


 


5.       Each
Party agrees to timely execute any and all papers and documents and do all other and further lawful acts that are necessary to give effect
to the intent of this Assignment.


 



    	 	Page 1 of 2	 



    	 



    

 


6.       Each
Party further agrees that: (i) no Party has made any representations or warranties to any other Party concerning the terms, enforceability,
and implications of this Assignment; (ii) it has had a full and fair opportunity to consult with legal counsel or other advisers of its
own choosing concerning the terms, enforceability, and implications of this Assignment; (iii) it has had a full and fair opportunity to
review, comment, and make compromise revisions to this Assignment; (iv) this Assignment will be governed by and interpreted in accordance
with the laws of the State of Nevada without giving effect to the conflicts of laws principals thereof; (v) it hereby submits to the jurisdiction
and venue of the courts located in Washoe County, Nevada, for purposes of any arbitration or litigation related to this Assignment; (vi)
each provision of this Assignment is severable, and the unenforceability or invalidity of any provision of this Assignment will not affect
the validity or enforceability of the remaining provisions of this Assignment; provided, however, that each Party will use reasonable
efforts to give effect to the economic or other intended purpose of any provision that is unenforceable or invalid; (vii) this Assignment
may be executed in counterparts, each of which when executed and delivered will be deemed an original, but all of which will constitute
one and the same instrument; and (viii) this Assignment may be executed by original, facsimile, and electronic signatures, each of which
when affixed will be deemed to be an original that is enforceable against the executing Party.


 


IN WITNESS WHEREOF, the Parties
have executed and delivered this Assignment as of the Effective Date.


 


	“ASSIGNOR”	“ASSIGNEE”
	 	 
	VITAL BEHAVIORAL HEALTH INC.	USR HOLDINGS LLC
	 	 
	 	 
	 	 
	
    By: ______________________________

    Name: Mark W. Conte

    Title: Authorized Signatory
	
    By: ______________________________

    Name: Samuel Kesaris

    Title: Manager



 


Reviewed, acknowledged, and agreed
to by:


 


VBH KENTUCKY INC.


 


 


 


By: ______________________________


Name: Mark W. Conte


Title: Authorized Signatory


 


 


Page 2 of 2