INDEMNIFICATION AGREEMENTIndemnification Agreement • October 31st, 2022 • Altitude International Holdings, Inc. • Services-help supply services • Florida
This Indemnification Agreement (“Agreement”) is entered into as of the 29th day of August 2022 by and between Altitude International Holdings, Inc. a New York corporation (the “Company”), and Gregory Anthony (“Indemnitee”).
ALTITUDE INTERNATIONAL HOLDINGS, INC. UNAUDITED PRO-FORMA CONDENSED COMBINED FINANCIAL INFORMATIONAltitude International Holdings, Inc. • May 19th, 2022 • Services-help supply services
On March 7, 2022, Altitude International Holdings, Inc. (the “Company”) and its wholly owned subsidiary CMA Soccer, LLC (“CMAS”), entered into a Consulting, Management and License Agreement (the “Agreement”) with Soccer Partners America, a Colorado not-for-profit corporation (“RUSH Soccer”).
LICENSE AGREEMENT Between ALTITUDE INTERNATIONAL INC. and SPORTING EDGE UK LTD., INC.License Agreement • August 14th, 2017 • Titan Computer Services Inc. • Services-help supply services • Nevada
This License Agreement (“Agreement”), effective as of June 27, 2017 (the “Effective Date”), is by and between Sporting Edge UK Ltd., Inc., a UK company located at Unit J, Loddon Business Centre, Roentgen Road, Basingstoke, RG24 8NG, UK (“Licensor”), and Altitude International, Inc., a Wisconsin corporation located at 515 E. Las Olas Blvd. #120, Ft. Lauderdale, FL 33301 (“Licensee”).
AGREEMENT FOR SHARE EXCHANGEAgreement for Share Exchange • August 14th, 2017 • Titan Computer Services Inc. • Services-help supply services • New York
This AGREEMENT FOR SHARE EXCHANGE (this “Agreement”) is entered into on June 27, 2017, with an effective date of the Effective Time (as defined below), by and among Titan Computer Services, Inc., Inc., a New York corporation (“Acquiring Company”), Altitude International, Inc., a Wisconsin corporation (“Target Company”), and each of the shareholders of Target Company identified on the signature pages hereto. Such shareholders own 100% of the Shares and ownership interests in Target Company and are sometimes referred to herein as the “Shareholders.”
EMPLOYMENT AGREEMENTEmployment Agreement • October 28th, 2022 • Altitude International Holdings, Inc. • Services-help supply services • Florida
Employment Agreement effective as of the 24th day of October 2022 (the “Effective Date”) by and between Altitude International Holdings, Inc. (the “Company”), a corporation organized under the laws of the State of New York, and Gabriel Jaramillo (the “Executive”) an individual.
SOFTWARE PURCHASE AGREEMENTSoftware Purchase Agreement • April 20th, 2016 • Titan Computer Services Inc. • Services-help supply services • New York
This Software Purchase Agreement (the “Agreement”) is made and entered into as of April 27, 2015, by and among Green Tree Software LLC, a New York limited liability company with an address at 17 Barstow Plaza, Suite 206, Great Neck, NY11021 (“Green Tree Software”), Steve Edelman, an individual with an address at 29 Old Pond Road, Great Neck, NY 11020 (“SE”, SE and Green Tree Software are each also referred to herein as a “Seller” and collectively with Green Tree Software, the “Sellers”), Rosenweiss Capital LLC, a New York limited liability company (the “Investor”) and Titan Computer Services, Inc., a New York corporation with an address at 92 Southgate Drive, Spring Valley, NY 10973 (“Titan”).
DATED 2017Titan Computer Services Inc. • August 14th, 2017 • Services-help supply services
THIS AGREEMENT is dated June 14, 2017. This Agreement fully amends and restates that earlier Sole Distribution Agreement between Woodway USA, Inc. and Sporting Edge USA dated February 14, 2017. The reason for the amendment and restatement is that the supplier decided to use another name and is now known as Altitude International, Inc.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 3rd, 2022 • Altitude International Holdings, Inc. • Services-help supply services • Florida
AGREEMENT FOR SHARE EXCHANGEAgreement for Share Exchange • July 26th, 2021 • Altitude International Holdings, Inc. • Services-help supply services • Florida
This AGREEMENT FOR SHARE EXCHANGE (this “Agreement”) is entered into on July 6, 2021, with an effective date of the Effective Time (as defined below), by and among Altitude International Holdings, Inc., a New York corporation (“Acquiring Company”), Breunich Holdings, Inc., a Delaware corporation (“Target Company”), and each of the shareholders of Target Company identified on the signature pages hereto. Such shareholders own 100% of the Shares and ownership interests in Target Company and are sometimes referred to herein as the “Shareholders.”
SECOND AMENDMENT TO LOAN AGREEMENTLoan Agreement • May 4th, 2022 • Altitude International Holdings, Inc. • Services-help supply services • New York
THIS SECOND AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is made as of April 29, 2022 by and among ALTITUDE INTERNATIONAL HOLDINGS, INC., a New York corporation (“Altitude”), and TRIDENT WATER, LLC, a Florida limited liability company (“Trident”; Trident and Altitude, each, a “Borrower” and, together, “Borrowers”); each of the Guarantors identified on the signature pages hereto (each, a “Guarantor” and, collectively, the “Guarantors”); FVP SERVICING, LLC, a Delaware limited liability company, in its capacity as administrative agent for the Lenders (“Administrative Agent”); and the Lenders identified on the signature pages hereto (each, a “Lender” and, collectively, “Lenders”).
REVISED AND RESTATED LICENSE AGREEMENT Between ALTITUDE INTERNATIONAL INC. and SPORTING EDGE UK LTD., INC. and DAVID VINCENTLicense Agreement • January 28th, 2019 • Altitude International, Inc • Services-help supply services • Florida
This Revised and Restated License Agreement (“Agreement”), effective as January 24, 2019 (the “Effective Date”), is entered into by and among Sporting Edge UK Ltd., Inc., a UK company located at Unit J, Loddon Business Centre, Roentgen Road, Basingstoke, RG24 8NG, UK (“Licensor”), David Vincent an individual and Managing Director of Licensor (“Vincent”), and Altitude International, Inc., a Wisconsin corporation and wholly-owned subsidiary of Altitude International, Inc., a New York corporation located at 515 E. Las Olas Blvd. #120, Ft. Lauderdale, FL 33301 (“Licensee”). This Agreement fully revises and replaces that certain License Agreement executed between the parties on May 18, 2017 (the “2017 License Agreement”).
Altitude International Holdings, Inc. (ALTD) is under Contract to purchase Club Med Sandpiper Bay’s World-Class Property which is to become Altitude’s international headquarters upon closing.Altitude International Holdings, Inc. • July 13th, 2022 • Services-help supply services
Port St. Lucie, FL.—Altitude International Holdings, Inc. (the “Company” or “Altitude”) executed a Purchase and Sale Agreement (the “Purchase Agreement”) with Sandpiper Resort Properties, Inc. and Holiday Village of Sandpiper, Inc. (collectively, “Club Med Sandpiper Bay”) on May 31, 2022. Altitude Academies, a wholly owned subsidiary of the Company, has been operating at the Sandpiper Bay property for nearly 13 years, which, until a recent rebranding, has been known as “Club Med Academies.” Upon closing of the Purchase Agreement, the Company intends to continue and operate the resort without interim closure.
THIRD ADDENDUM TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • July 29th, 2022 • Altitude International Holdings, Inc. • Services-help supply services
This Third Addendum (“Third Addendum”) to that certain Purchase and Sale Agreement dated effective as of April 25, 2022, as amended by that First Addendum to Purchase and Sale Agreement dated May 31, 2022, and the Second Addendum to Purchase and Sale Agreement dated June 15, 2022 (together, the “Agreement”), entered into by and between SANDPIPER RESORT PROPERTIES, INC., a Florida corporation (“Seller”), joined by HOLIDAY VILLAGE OF SANDPIPER, INC., a Florida corporation (“Operator”), and ALTITUDE INTERNATIONAL HOLDINGS, INC., a New York corporation (“Purchaser”), shall read as follows:
Altitude International Completes Share Exchange Agreement with Breunich Holdings Press Release | 07/07/2021 Altitude International Completes Share Exchange Agreement with Breunich Holdings PR Newswire PORT ST. LUCIE, Fla., July 7, 2021 /PRNewswire/ —...Altitude International Holdings, Inc. • July 12th, 2021 • Services-help supply services
This press release contains certain “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995, involving risks and uncertainties. There can be no assurance such statements will prove to be accurate and actual results and future events could differ materially from management’s current expectations. The economic, competitive, governmental, technological and other factors identified in the Company’s previous filings with the Securities and Exchange Commission may cause actual results or events to differ materially from those described in forward-looking statements in this press release. The Company undertakes no obligation to publicly update or revise any forward-looking statements whether result of new information future events or otherwise.
AGREEMENT FOR SHARE EXCHANGEAgreement for Share Exchange • July 7th, 2021 • Altitude International Holdings, Inc. • Services-help supply services • Florida
This AGREEMENT FOR SHARE EXCHANGE (this “Agreement”) is entered into on July 6, 2021, with an effective date of the Effective Time (as defined below), by and among Altitude International Holdings, Inc., a New York corporation (“Acquiring Company”), Breunich Holdings, Inc., a Delaware corporation (“Target Company”), and each of the shareholders of Target Company identified on the signature pages hereto. Such shareholders own 100% of the Shares and ownership interests in Target Company and are sometimes referred to herein as the “Shareholders.”
ALTITUDE INTERNATIONAL HOLDINGS, INC.Altitude International Holdings, Inc. • January 19th, 2021 • Services-help supply services
This letter is intended to express the general terms of the Share Exchange Agreement to be formalized between Altitude International Holdings Inc., a publicly-held New York corporation (“AIH”) and Breunich Holding, Inc., a privately-held Delaware corporation (“BHI”). The objective of our discussions has been the execution and consummation, as soon as feasible, of a formal Agreement between the parties hereto (the “Share Exchange Agreement”) which, among other things, would provide for the various matters set forth below.
GUARANTY AGREEMENTGuaranty Agreement • December 27th, 2021 • Altitude International Holdings, Inc. • Services-help supply services • New York
This GUARANTY AGREEMENT (this “Guaranty”) is executed as of December 20, 2021, by each of the Guarantors identified on the signature pages hereto, and each other Person from time to time executing a joinder hereto for purposes of becoming a “Guarantor” hereunder in accordance with Section 5.1(m) of the hereafter defined Loan Agreement (each, a “Guarantor” and, collectively, the “Guarantors”), for the benefit of FVP SERVICING, LLC, in its capacity as administrative agent for the Lenders under the Loan Agreement (as defined below) (the “Administrative Agent”), and the Lenders from time to time party to the Loan Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such term in the Loan Agreement.
ACKNOWLEDGMENT AND CONSENT AGREEMENTAcknowledgment and Consent Agreement • December 22nd, 2022 • Altitude International Holdings, Inc. • Services-help supply services • New York
This Acknowledgment and Consent Agreement (this “Agreement”) is entered into as of December 16, 2022, by and between (a) Altitude International Holdings, Inc., a New York corporation (“Altitude”), Trident Water, LLC, a Florida limited liability company (“Trident”), and Altitude Hospitality LLC, a Florida limited liability company (“Hospitality”; Altitude, Trident and Hospitality, each, a “Borrower” and together, the “Borrowers”); (b) the other Loan Parties party hereto; (c) each Lender party hereto; and (d) FVP Servicing, LLC, a Delaware limited liability company (in its capacity as administrative agent for the Lenders, the “Administrative Agent”), with reference to the following facts:
ContractAltitude International Holdings, Inc. • February 24th, 2021 • Services-help supply services • Florida
CONFIDENTIAL PORTIONS OF THE AGREEMENT HAVE BEEN OMITTED PURSUANT TO REGULATION S-K ITEM 601(b) OF THE SECURITIES ACT OF 1933, AS AMENDED. CERTAIN CONFIDENTIAL INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBITS BECAUSE IT IS (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE PLACE WITH AN ASTERISK [*].
SOFTWARE SALE AGREEMENTSoftware Sale Agreement • March 6th, 2017 • Titan Computer Services Inc. • Services-help supply services • New York
THIS AGREEMENT (the "Agreement") is entered into as of this 6th day of February 2017, by and among Green Tree Software LLC having an address at 17 Barstow Plaza, Suite 306, Great Neck, NY 11021 ("Purchaser"), and Titan Computer Services, Inc. having an address at 92 Southgate Drive, Spring Valley, NY 10977 ("Seller").
LOAN AGREEMENTLoan Agreement • December 27th, 2021 • Altitude International Holdings, Inc. • Services-help supply services • New York
This LOAN AGREEMENT (this “Agreement”) dated as of December 20, 2021, is made by and among ALTITUDE INTERNATIONAL HOLDINGS, INC., a New York corporation (“Altitude”), TRIDENT WATER, LLC, a Florida limited liability company (“Trident”; Trident and Altitude, each, a “Borrower” and together, “Borrowers”); each financial institution that from time to time is a Lender (as defined below) hereunder; and FVP SERVICING, LLC, a Delaware limited liability company (in its capacity as administrative agent for the Lenders, the “Administrative Agent” and together with Borrowers and the Lenders, the “Parties”, and each, a “Party”).
RE: Employment AgreementTitan Computer Services Inc. • November 21st, 2017 • Services-help supply services • New York
SECOND AMENDMENT TO LOAN AGREEMENTLoan Agreement • May 5th, 2022 • Altitude International Holdings, Inc. • Services-help supply services • New York
THIS SECOND AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is made as of April 29, 2022 by and among ALTITUDE INTERNATIONAL HOLDINGS, INC., a New York corporation (“Altitude”), and TRIDENT WATER, LLC, a Florida limited liability company (“Trident”; Trident and Altitude, each, a “Borrower” and, together, “Borrowers”); each of the Guarantors identified on the signature pages hereto (each, a “Guarantor” and, collectively, the “Guarantors”); FVP SERVICING, LLC, a Delaware limited liability company, in its capacity as administrative agent for the Lenders (“Administrative Agent”); and the Lenders identified on the signature pages hereto (each, a “Lender” and, collectively, “Lenders”).
CONSULTING, MANAGEMENT AND LICENSE AGREEMENT BY AND AMONG SOCCER PARTNERS AMERICA, a Colorado not for profit corporation, ALTITUDE INTERNATIONAL HOLDINGS, INC., a New York corporation AND CMA SOCCER LLC, a Florida limited liability companyManagement and License Agreement • March 9th, 2022 • Altitude International Holdings, Inc. • Services-help supply services • Florida
THIS CONSULTING, MANAGEMENT AND LICENSE AGREEMENT (the “Agreement”) is made and executed as of this 7th day of March, 2022, by and among Soccer Partners America, a Colorado not for profit corporation, located at 9665 N Roxborough Park Rd., Littleton CO 80125 (hereinafter referred to as “Rush”), Altitude International Holdings, Inc., a New York corporation (hereinafter referred to as “Altitude”), and CMA Soccer LLC, a Florida limited liability company, 4500 SE Pine Valley Street, Port St. Lucie, Florida 34952 (hereinafter referred to as “CMAS”).
ALTITUDE INTERNATIONAL HOLDINGS, INC.Altitude International Holdings, Inc. • April 13th, 2021 • Services-help supply services
This letter is intended to express the general terms of the Share Exchange Agreement to be formalized between Altitude International Holdings Inc., a publicly-held New York corporation (“AIH”) and Total Lifestyle Care, LLC, a privately-held Texas limited liability company doing business as Stemlyft (“Stemlyft”). The objective of our discussions has been the execution and consummation, as soon as feasible, of a formal Agreement between the parties hereto (the “Share Exchange Agreement”) which, among other things, would provide for the various matters set forth below.
FIRST ADDENDUM TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • June 2nd, 2022 • Altitude International Holdings, Inc. • Services-help supply services
This First Addendum (“First Addendum”) to that certain Purchase and Sale Agreement dated effective as of April 25, 2022 (the “Agreement”), entered into by and between SANDPIPER RESORT PROPERTIES, INC., a Florida corporation (“Seller”), joined by HOLIDAY VILLAGE OF SANDPIPER, INC., a Florida corporation (“Operator”), and ALTITUDE INTERNATIONAL HOLDINGS, INC., a New York corporation (“Purchaser”), shall read as follows:
SECURITY AGREEMENTSecurity Agreement • December 27th, 2021 • Altitude International Holdings, Inc. • Services-help supply services
THIS SECURITY AGREEMENT is made and effective as of December 20, 2021, by and among ALTITUDE INTERNATIONAL HOLDINGS, INC., a New York corporation (“Altitude”), TRIDENT WATER, LLC, a Florida limited liability company (“Trident”; Trident and Altitude, each, a “Borrower” and, together, “Borrowers”), each of the Subsidiary Grantors identified on Schedule I attached hereto (each, a “Subsidiary Grantor” and, collectively, “Subsidiary Grantors”; Altitude, Trident, Subsidiary Guarantors and each other direct or indirect Subsidiary of Borrowers added as a “Grantor” hereunder, each, a “Grantor”, and collectively, the “Grantors”), in favor of FVP SERVICING, LLC, a Delaware limited liability company, as administrative agent (including any successor, participant, assignee or transferee thereof, “Administrative Agent”) for itself and the Lenders (as defined in the Loan Agreement referred to below).
