Exhibit
10.2


 


EMPLOYMENT
AGREEMENT


 


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 Scott Del Mastro
(the “Executive”) an individual.


 


Witnesseth:


 


WHEREAS,
the Company wishes to retain the Executive as an employee, and the Executive desires to be so retained; and


 


WHEREAS,
the Company and the Executive desire, and have agreed, to set forth in this Agreement their entire agreement and understanding with respect
to the Executive’s employment by the Company and any parent, subsidiary, or affiliate (excluding for this purpose any affiliates
any shareholder of the Company other than the Company) or associated companies of the Company (the “Group”) from and
after the date hereof;


 


NOW,
THEREFORE, in consideration of the foregoing and the respective covenants and agreements of the parties herein contained and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive agree as
follows:


 


SECTION
1: Offices and Duties.


 


		A.	Offices
                                            and Duties of Executive. During the term of this Agreement, subject to its earlier termination
                                            as herein provided, the Executive shall be the Executive Vice President and Chief Operating
                                            Officer and have the duties and responsibilities as shall from time to time to be assigned
                                            to him by the Board of Directors of the Company (the “Board”). Without
                                            limiting the generality of the foregoing, the Executive shall with, and only with, his prior
                                            written consent, assume such other office or offices of the Company as the Board may from
                                            time to time direct and, while serving in any such office or offices, shall carry out the
                                            duties and responsibilities normally associated therewith, subject to the direction of the
                                            Board without any additional remuneration therefor; provided, however, that where required
                                            by the Company, the Executive will also provide services to the Group, also at no additional
                                            remuneration and without requiring the Executive’s prior written consent. The Executive
                                            will report to the Board with respect to the conduct of his activities as Executive Vice
                                            President and Chief Operating Officer. The Executive shall devote substantially all his working
                                            time and efforts to the business and affairs of the Company, shall loyally, diligently, and
                                            competently devote his skill, good faith, and best efforts to advance the best interest of
                                            the Company and shall not during the term of the Agreement engage in any outside business
                                            or other activities which interfere with the full and timely performance of his duties hereunder.
                                            Without limiting the generality of the foregoing, the Executive shall be entitled to expend
                                            a reasonable amount of time on civic, public, industry, and philanthropic activities and
                                            on the management of his own investments and assets and may take up other offices and positions
                                            during the Term as listed on Schedule 1 hereto and otherwise with prior written approval
                                            by the Board (“Approved Positions”). All of the Executive’s authority shall
                                            be exercised, and all decisions implemented, in accordance with the directions of the Board.



 






    	 



     


    

 


		B.	Proof
                                            of Right to Work. For purposes of federal immigration law, the Executive will be required
                                            to provide to the Company documentary evidence of his identity and eligibility for employment
                                            in the United States. Such documentation must be provided to the Company within three (3)
                                            business days of the Executive’s date of hire. The Executive will maintain his eligibility
                                            for employment in the United States throughout the term of this Agreement.
	 	 	 
		C.	The
                                            Executive’s hiring and continued employment with the Company is conditioned on his
                                            compliance with all material federal and state laws, rules, and regulations applicable to
                                            the Company’s business and with all applicable material laws, regulations and rules
                                            of any regulatory authority having jurisdiction over the Company’s business. The Executive
                                            shall at all times act, in all material respects, in accordance with all staff manuals, rules
                                            and regulations of the Company, including any amendments, alterations and additions made
                                            from time to time thereto. To the extent any terms of this Agreement conflict with any terms
                                            in the Company’s employee handbook or with any other written policies of the Company,
                                            the terms of this Agreement shall govern.



 


SECTION
2: Term. Subject to the provisions of SECTION 5 hereof, the term of this Agreement and the Executive’s employment by the
Company hereunder shall commence on the Effective Date and shall continue for a period of five (5) years (the “Initial Term”)
from the Effective Date (each year, a “Contract Year”). The term of this Agreement, and the Executive’s employment
hereunder, shall automatically renew for successive five Contract Year terms (each, a “Renewal Term”), unless either
party gives the other at least twelve (12) months’ written notice prior to the scheduled expiration date of the then current Initial
or Renewal Term of its intent not to renew; provided further that renewal is subject to the parties’ agreement as to the annual
rate of guaranteed payments to the Executive for such Renewal Term; and provided further that in no event shall the annual rate of guaranteed
payments to the Executive for such Renewal Term be less than the annual rate of Annual Base Salary in effect on the last day of the Initial
Term or Renewal Term just ending. The Initial Term, together with all Renewal Terms, is hereinafter referred to as the “Term”.


 


SECTION
3: Place of Performance. In connection with employment by the Company, the Executive’s principal place of business shall
initially be based in the Port St. Lucie, Florida area but he may be required to travel to the extent necessary or appropriate for him
to carry out his duties and obligations under this Agreement.


 






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SECTION
4: Annual Base Salary and Benefits.


 


		A.	Annual
                                            Base Salary. As compensation and consideration for the services to be rendered by the
                                            Executive during his employment by the Company pursuant hereto, during the Initial Term the
                                            Executive shall be entitled to receive, in addition to the other benefits expressly required
                                            by parts B and C of this SECTION 4, an annual base salary (the “Annual Base Salary”)
                                            at the initial annual rate of Two Hundred Fifty Thousand Dollars ($250,000.00) per annum.
                                            Subject to the remainder of the part A of this SECTION 4, the applicable pro rata portion
                                            of such Annual Base Salary will be payable in accordance with the customary payroll policy
                                            and practices of the Company in effect from time to time, but in any event not less frequently
                                            than monthly. Such Annual Base Salary rate shall be subject to review and increases from
                                            time to time, but not decreases, at the discretion of the Board. Notwithstanding the foregoing,
                                            until one year after the Effective Date (the “Accrual End Date”), the
                                            Annual Base Salary shall be paid as follows: (1) Two Hundred Thousand Dollars ($200,000)
                                            shall be paid on a current basis, and (2) Fifty Thousand Dollars ($50,000) shall be accrued
                                            (“Salary Accrual”), with all cash payments and Salary Accrual done in
                                            accordance with in accordance with the customary payroll policy and practices of the Company
                                            in effect from time to time, but in any event not less frequently than monthly. Within thirty
                                            (30) days following the Accrual End Date, the Executive may elect, in writing (the “Accrual
                                            Notice”), that (a) the Company pay the Executive the total Salary Accrual in a
                                            lump sum payment within thirty (30) days of the delivery of the Accrual Notice to the Company,
                                            or (b) that the Company deliver to the Executive fully vested shares of the common stock
                                            of the Company (OTC: ALTD) having a Fair Market Value, as of the Accrual End Date, equal
                                            to the total Salary Accrual within five (5) business days of the delivery of the Accrual
                                            Notice to the Company (subject to any delays or restrictions imposed by applicable Federal
                                            or state securities laws), or (c) that the Company undertake a combination of (a) and (b)
                                            in amounts as designated in the Accrual Notice but not to exceed the total Salary Accrual.
                                            If the Executive does not timely deliver an Accrual Notice, the Company pay the Executive
                                            the total Salary Accrual in a lump sum payment within forty-five (45) days of the Accrual
                                            End Date.



 


For
all purposes under this Agreement, “Fair Market Value” means, as of any date, the value of a share of the Company’s
common stock determined as follows:


 


	 	(x)	if
    such common stock is publicly traded and is then listed on a national securities exchange, its closing price on the date of determination
    on the principal national securities exchange on which the common stock is listed or admitted to trading as reported in The Wall
    Street Journal;
	 	 	 
	 	(y)	if
    such Common Stock is publicly traded but is not quoted on the Nasdaq Stock Market nor listed or admitted to trading on a national
    securities exchange, the closing price on the date of determination as reported in The Wall Street Journal; or



 


	 	(z)	if
    none of the foregoing is applicable, by the Board in good faith.


 






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	 	B.	Bonus: Annual Target Bonus;
  Buyout Bonus. During the Term, the Executive shall be eligible to earn annual target bonuses for each fiscal year during the Term
  (collectively the “Annual Bonus”) comprised of a cash portion and a portion payable in shares of Common Stock of
  the Company as follows: 



 


	 	 	Annual	 	 	Annual	 
	 	 	Cash	 	 	Share	 
	Annual
    Gross Revenue (1)	 	Bonus	 	 	Bonus
    (2)	 
	 	 	 	 	 	 	 
	$50 million or more but less than
    $75 million	 	$	100,000	 	 	$	150,000	 
	$75 million or more but less than $100 million	 	$	150,000	 	 	$	300,000	 
	$100 million or more but less than $125 million	 	$	250,000	 	 	$	500,000	 
	$125 million or more	 	$	350,000	 	 	$	750,000	 
	 	 	 	 	 	 	 	 	 
	Adjusted EBITDA (3)	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	15% or more but less than 20%	 	$	25,000	 	 	$	50,000	 
	20% or more but less than 30%	 	$	50,000	 	 	$	75,000	 
	30% or more	 	$	100,000	 	 	$	150,000	 



 


(1)
As defined by United States generally accepted accounting principles (“U.S. GAAP”) and based on audited financials of the
Company. For the first year, the revenue will be annualized.


(2)
Based on the closing price on December 31 of each year.


(3)
EBITDA defined as Earnings Before Stock-Based Compensation, Interest, Taxes, Depreciation, Amortization, and other non-cash items, as
applicable, as a percent of Gross Revenues.


 


	Buyout
    Bonus	 	At
    Least	 	 	Less
    Than	 	 	Percent
    (1)	 
	Company sale with gross consideration:	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	$	75,000,000	 	 	$	100,000,000	 	 	 	2.5	%
	 	 	$	100,000,000	 	 	$	125,000,000	 	 	 	3.5	%
	 	 	$	125,000,000	 	 	 	 	 	 	 	4.5	%



 






Any
Buyout Bonus shall be paid to the Executive upon the closing of the Company Sale.


 


The
Annual Target Bonus and the Buyout Bonus are collectively referred to as the “Bonuses”). The amount of the Bonuses
may be adjusted upward, but not downward, at the discretion of the Board for each fiscal year. The Annual Target Bonus will be paid no
later than sixty (60) days following the fiscal year for which the Annual Target Bonus is earned or within five (5) business days following
the completion of the audited financial statements of the Company for such year, whichever first occurs. In the event Executive is retained
by the Company for less than the full fiscal year for which an Annual Target Bonus is earned pursuant to this Section 5(b), except as
otherwise provided herein, the Executive shall be entitled to receive a pro-rated Annual Target Bonus for such year based on the number
of days Executive was retained by the Company during such year divided by 365.



 






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“Gross
Consideration” means the total value of all consideration (including cash, securities or interests (including, without limitation,
warrants, options and stock appreciation rights, whether or not vested or issued at the closing of a Transaction, notes, security rights,
escrow amounts, contingent payments or other property) paid or received or to be paid or received, directly or indirectly, by the Company
or any of its equity holders (other than, in each case, payments of interest or dividends) in connection with a Company Sale (whether
paid at the closing of the Company Sale or thereafter), including the principal amount of any debt (including capitalized leases) of
the Company assumed (or in the case of a sale of stock, all debt that is maintained by buyer or the surviving entity), refinanced or
extinguished in connection with the Company Sale but excluding licensing fees and royalties that are not contemplated as consideration
for the Company Sale. Gross Consideration also includes the value of any real estate owned by the Company sold, or sold and leased back,
in the aforementioned Company Sale. If any portion of Gross Consideration is payable in the form of securities or other non-cash consideration
that do not have an existing public market, the Buyout Bonus will be determined based on the fair market value of such securities/consideration
as mutually agreed upon in good faith by the Executive and the Company prior to the closing of the Company Sale. The Gross Consideration
relating to contingent payments, other than escrowed amounts, will be calculated based on the present value of the reasonably expected
maximum amount of such contingent payments as determined in good faith by the Executive and the Company prior to the closing of a Company
Sale, but in any event shall not be less than eighty five percent (85%) of the potential maximum amount attributable to such contingent
payments.


 


Notwithstanding
anything to the contrary contained herein, the Bonuses shall be deemed earned when the required milestone or threshold is achieved. The
determinations of the Board or its compensation committee with respect to Bonuses will be final and binding.


 


C.
Stock Grant. Shares of common stock of the Company having a Fair Market Value of $100,000 on the Effective Date (the “Initial
Stock Grant”) shall be issued to the Executive on the Effective Date. The Initial Stock Grant shall be fully vested upon grant.
The Company will grant to the Executive each year during the Term on the anniversary of the Effective Date Shares of common stock of
the Company having a Fair Market Value of $100,000 on each such anniversary date (“Annual Share Issuance”). The Annual
Share Issuance shall be fully vested upon grant.





 






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		D.	Paid
                                            Time Off. The Executive shall be entitled to such holidays as the Board may, from time
                                            to time, determine and, in addition, shall be entitled to six (6) weeks of paid time off
                                            (“PTO”) per Contract Year, provided, however, that (1) any PTO which is not used
                                            during the applicable Contract Year which accrued shall be carried forward for use in subsequent
                                            Contract Years, and (2) the Company shall be obligated to pay or otherwise compensate the
                                            Executive for any accrued PTO that has not been used prior to the expiration or earlier termination
                                            of this Agreement. Subject to the restrictions set forth in SECTION 6, the Executive shall
                                            be entitled to use leave days at such time or times as he may elect.
	 	 	 
		E.	Health
                                            & Medical Benefits. Subject to the Executive’s continued qualification and
                                            cooperation in obtaining the same and the continued availability of the same to the Company,
                                            the Company will provide the Executive, to the extent eligible, with the same health insurance
                                            benefits and medical care coverage provided generally to other Company employees; provided
                                            that the Company shall pay the entire premium for the Executive. The Executive acknowledges
                                            that the Company may in its sole discretion modify or terminate such plans or coverage at
                                            any time; provided that any such modification or termination shall not affect any benefits
                                            or coverages accrued or paid for through such effective termination date.
	 	 	 
		F.	Withholding. All
                                            payments provided herein to be made by the Company shall be subject to, and deductions shall
                                            be made for, withholding taxes and other legally allowed deductions and offsets.
	 	 	 
		G.	Business
                                            Expenses. The Executive is authorized, subject to the business expense policies as determined
                                            by the Board, to incur reasonable expenses in the performance of his duties hereunder, including
                                            the costs of entertainment, travel, and similar business expenses. The Company shall promptly
                                            reimburse the Executive for all such expenses provided that the Executive properly accounts
                                            to the Company for all such expenses in accordance with the rules and regulations of the
                                            Internal Revenue Service under the Internal Revenue Code of 1986, as amended (the “Code”)
                                            and in accordance with the standard policies of the Company relating to reimbursement of
                                            business expenses incurred by senior executives of the Company. Reimbursement or payment
                                            of an expense under this Section 5 will be made or reimbursed within thirty (30) consecutive
                                            days of the Company’s receipt of the Executive’s request for payment or reimbursement
                                            and submission of an expense report, along with supporting vouchers, receipts, statements
                                            or other evidence reasonably satisfactory to the Company. The Executive shall be entitled
                                            to business class air travel for international travel and coach class air travel for domestic
                                            travel.



 


SECTION
5: Termination.


 


		A.	Termination
                                            Events. This Agreement and the Executive’s employment hereunder may be terminated
                                            prior to the expiration date of this Agreement either by (i) mutual agreement of the Company
                                            (acting through the Board) and the Executive or (ii) subject to the obligation of the Company
                                            to make payments and the other duties and obligations of the parties hereto as set forth
                                            in part B of this SECTION 5, under the following circumstances:



 






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		1)	Death. This
                                            Agreement and the Executive’s employment hereunder shall automatically terminate immediately
                                            upon his death.
	 	 	 
		2)	Disability.
                                            The Company or the Executive may terminate this Agreement effective as of: (i) the date
                                            the Executive becomes entitled to receive disability benefits under the Company’s long-term
                                            disability plan, if any; or (ii) the date the Executive shall have been unable to substantially
                                            perform the Executive’s duties hereunder by reason of illness, physical or mental disability
                                            or other similar incapacity, which inability shall continue for more than three consecutive
                                            months, or any six months in a twelve continuous month period (a “Disability”).
                                            If the Executive is a qualified person with a disability under the “Americans With
                                            Disabilities Act” (ADA) or other applicable statute, the Company will make reasonable
                                            accommodations to the known physical or mental limitations of the Executive, including but
                                            not limited to consideration of whether extending the above period of incapacity would constitute
                                            a reasonable accommodation. During any period that the Executive fails to perform fully his
                                            duties hereunder as a result of incapacity due to Disability (a “disability period”),
                                            the Executive shall continue to receive the full amount of the then current Annual Base Salary
                                            hereunder until this Agreement or his employment hereunder expires or is earlier terminated
                                            in accordance with this Agreement; provided that payments so made to the Executive shall
                                            be reduced by the sum of the amounts, if any, paid or payable to the Executive for the disability
                                            period under any disability insurance or other benefit plans of the Company or otherwise
                                            on account of his Disability.
	 	 	 
		3)	Termination
                                            by the Company for Cause. The Company may, at its option, by written notice to the Executive,
                                            terminate this Agreement and the Executive’s employment hereunder for “Cause”,
                                            which means any of the following: (a) the Executive being arrested for, charged with, and
                                            convicted of, or pleading guilty or nolo contendere to, a felony involving (i) any crime
                                            against the Company or any of its subsidiaries of affiliates or the shareholders of the Company,
                                            or (ii) any crime involving moral turpitude that materially and adversely affects his ability
                                            to perform effectively hereunder, or which the Members, in their sole discretion, determine
                                            is reasonably likely to materially and adversely affect the reputation of the Company or
                                            the Members; (b) the violation by the Executive of any of the provisions of SECTION 6 hereof;
                                            (c) the engagement by the Executive in any act of theft, embezzlement, fraud or dishonesty
                                            resulting or intended to result in gain or personal enrichment of the Executive at the expense
                                            of the Company or any of its subsidiaries or affiliates; (d) a material breach by the Executive
                                            of any of his material duties or obligations hereunder or failure to comply with any material
                                            provisions of the employee handbook or other material policies of the Company (to the extent
                                            and as they exist from time to time) after having received written notice thereof specifically
                                            identifying the manner in which the Executive has breached or failed to comply with his obligations,
                                            provided, however, that the Executive shall have thirty (30) calendar days to cure (other
                                            than any such failure resulting from the Executive’s Disability); (e) the failure to
                                            provide the required proof of the right to work in the United States as required herein;
                                            (f) any representation or warranty of the Executive continued herein shall not have been
                                            true and correct in all material respects when and as made; (g) the Executive’s knowing,
                                            material violation of any law, rules or regulation applicable to the Company or any act of
                                            omission or commission in the performance of his duties under this Agreement amounting to
                                            gross negligence, willful misconduct, breach of fiduciary duty or obligations hereunder regarding
                                            corporate opportunities, conflict of interest or self-dealing; and/or (h) the Executive’s
                                            failure to reasonably cooperate in any audit or investigation of the Company or its subsidiaries,
                                            following thirty (30) days’ notice and a chance to cure within such time period unless
                                            such breach is incurable in the reasonable determination of the Board;



 


		4)	Termination
                                            by the Executive for Good Reason. The Executive may terminate this Agreement and his
                                            employment hereunder for Good Reason by giving written notice to such effect to the Company.
                                            For the purposes of this Agreement, “Good Reason” shall mean (a) a material
                                            reduction in the Executive’s compensation or diminution of the Executive’s duties,
                                            title or position during the Term, (b) any change of the Executive’s principal place
                                            of employment to a location more than fifty (50) miles from the Executive’s principal
                                            place of employment as of the Effective Date which change is not agreed to by the Executive,
                                            (c) any failure of the Company to pay the Executive any compensation when due (other than
                                            an inadvertent failure that is remedied within five (5) business days after receipt of written
                                            notice from the Executive); (d) the delivery by the Company or any subsidiary of a written
                                            notice to the Executive of the intent to terminate Executive’s employment for any reason,
                                            other than any such notice of non-renewal of the Agreement delivered in accordance with SECTION
                                            2 or for Cause or Disability (both as provided above), regardless of when such termination
                                            is intended to become effective; or (e) the failure of the Company to perform any of its
                                            other material duties or obligations hereunder, which, in the case of each of each of (a),
                                            (b), (d) and (e), event or failure is not cured within thirty (30) calendar days after a
                                            written demand for performance is delivered or sent to the Company specifically identifying
                                            the manner in which the Company has not performed; provided however that no failure of the
                                            Company as contemplated by (c), (d) and (e), to the extent caused by actions or omissions
                                            of the Executive, shall constitute Good Reason.



 






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		5)	Termination
                                            by the Executive without Good Reason. The Executive may terminate this Agreement and
                                            his employment hereunder at any time during the term without Good Reason by giving at least
                                            ninety (90) days’ written notice (“Resignation Notice”) to such
                                            effect to the Company. Following the date that the Executive provides a Resignation Notice
                                            and prior to the effective date of resignation, the Board may at any time thereafter, in
                                            its discretion, take any or all of the following actions, and the termination will still
                                            be treated as a termination by the Executive without Good Reason: (i) relieve the Executive
                                            of some or all of his responsibilities or duties with the Group and/or provide the Executive
                                            with duties with the Group related to the transition of his duties without it being a breach
                                            of this Agreement; (ii) reduce the Executive’s title with the Group without it being
                                            a breach of this Agreement; or (iii) accelerate the effective date of the Executive’s
                                            resignation to a date earlier than the date set forth in the Resignation Notice (the date
                                            set forth in the Resignation Notice, the “Notice Resignation Date”, and
                                            such earlier accelerated date, the “Actual Resignation Date”); provided
                                            that in the event the Company accelerates the effective date of the Executive’s resignation
                                            to a date earlier than the date set forth in the Resignation Notice, the Company shall continue
                                            to pay the Executive the compensation to which he would have been entitled for the period
                                            beginning on the date of the Resignation Notice and ending on the earlier to occur of (x)
                                            the Notice Resignation Date and (y) the date which is 90 days after the date of the Resignation
                                            Notice (but in any event no sooner than 30 days after the Actual Resignation Date).



 


		B.	Effect
                                            of Expiration or Termination. Upon the expiration or earlier termination of this Agreement,
                                            the Executive’s employment hereunder, all future and further obligations and liabilities
                                            of the Company to the Executive under or on account of this Agreement shall cease and terminate
                                            (except as provided with respect to the Buyout Bonus); provided, however, that:



 


1)
the Company shall remain obligated to pay the Executive or, in the event of his death, his estate, any compensation theretofore accrued
but not paid including any accrued but unpaid Bonus;


 


2)
in the event of a termination by the Executive for Good Reason or by the Company in violation of the provisions of this Agreement or
otherwise without Cause (including pursuant to the Company’s delivery of a Notice of Non-Renewal), in addition to any other right
or remedy to which the Executive may be entitled, the Company shall deliver to the Executive a lump sum payment equal to the sum of (a)
Severance Base, as defined below and (b) the Bonus the Executive would have received had he been employed for the entire year less any
Bonus paid pursuant to clause (1) above (such payment to be in lieu of and not in addition to any payment from the Company to which the
Executive may be entitled under any policy of the Company or under applicable law) and the stock portion of all outstanding Bonuses shall
be fully and immediately vested. The “Severance Base” shall equal the Executive’s Annual Base Salary for twelve
(12) months as of the termination date. In addition, provided that Executive timely elects to continue his group health care coverage
pursuant to the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), and remains
eligible for these benefits, the Company agrees to (I) reimburse the Executive for the COBRA premiums required to continue the group
health care coverage for the Executive and those dependents of the Executive who were enrolled as participants in Company’s group
health care coverage as of the date of termination of the Executive’s employment with the Company, for COBRA coverage for one (1)
year. To the extent the Executive becomes eligible for group health care coverage from a subsequent employer during this period, the
Company shall have no obligation to provide further reimbursement under this Agreement. The Executive agrees that the Executive will
immediately notify the Company within one week of becoming eligible for group health care coverage through another employer; and (II)
an additional tax “gross up” payment to cover all estimated applicable local, state and federal income and payroll taxes
imposed on the Executive with respect to the payments made by the Company pursuant to clause (I) (provided, however, that if the Company’s
making these payments would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the
“ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder),
the parties agree to reform this Section in a manner as is necessary to comply with the ACA);


 






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3)
in the event of the expiration of this Agreement or a termination by the Executive for a Good Reason or by the Company in violation of
the provisions of this Agreement or without Cause, the provisions of part (A)(i) of SECTION 6 hereof shall automatically cease to be
applicable from and after the expiration or such earlier termination of this Agreement; and


 


4)
this part B and, except as therein otherwise expressly provided, SECTIONS 6 and 7 hereof shall survive any expiration or earlier termination
of the Agreement.


 


		C.	The
                                            Executive’s receipt of the severance benefits pursuant to clause (2) of part B of SECTION
                                            5 shall be contingent upon the Executive’s signing within forty-five (45) days following
                                            the date of termination, and not revoking within seven (7) days after signing, the Company’s
                                            standard general release for employees (the “General Release”). If the
                                            Executive fails to timely sign and deliver the General Release, or the Executive revokes
                                            his signature on the General Release, the Executive agrees that he shall not be entitled
                                            to receive any portion of the Severance Base.
	 	 	 
		D.	Sole
                                            Remedy. The Executive hereby agrees to waive any right to any notice, or payment in lieu
                                            of notice, from the Company in exchange for the benefits provided pursuant to this SECTION
                                            5. The provisions of this SECTION 5 shall exclusively govern the Executive’s rights
                                            upon termination of employment with the Company. Upon any termination of the Executive’s
                                            employment with the Company, the Executive will be deemed to have resigned without any action
                                            on his part from any and all positions he then holds as an employee with any member of the
                                            Group.



 


SECTION
6: Covenants.


 


		A.	Non-Competition
                                            and Non-Solicitation. The Executive agrees that, to the fullest extent permitted by law,
                                            (i), during the term of this Agreement and for a period of one (1) year following termination
                                            (but not expiration) of the Agreement (subject to, if applicable, clause (3) of part B of
                                            SECTION 5 hereof), he shall not directly or indirectly, without prior written consent of
                                            the Company (acting through the Board), (i) manage, operate, join or control, participate
                                            in the management, operation or control, or act as a consultant to or agent of, or as an
                                            officer, director, employee or stockholder of, any enterprise or venture anywhere in the
                                            world in any business in which the Company is then engaged; provided, however, that this
                                            clause (i) does not apply to Approved Positions; and provided, further, that with respect
                                            to the operation of “bricks and mortar” schools, academies and training facilities,
                                            this restriction shall only apply to schools, academies and training facilities within 500
                                            miles of a Company school, academy or training facility, respectively; and provided,
                                            further, the Executive may directly or indirectly own up to 10% of the outstanding
                                            stock of any company specified on such Exhibit B which is publicly traded without
                                            requiring notice to or the consent of the Company and (ii) during the term of this Agreement
                                            and for a period of one (1) year following termination (but not expiration) of the Agreement
                                            (subject to, if applicable, clause (3) of part B of SECTION 5 hereof), shall not directly
                                            or indirectly, without the prior written consent of the Company (acting through the Board),
                                            seek to hire, employ or otherwise retain any officer, employee, independent contractor or
                                            consultant (which, for all purposes of this Agreement, shall include, without limitation,
                                            any client or any other part-time or temporary personnel) of or for the Company, or any of
                                            its divisions, subsidiaries or affiliates, or, in fact, directly or indirectly hire, employ
                                            or otherwise retain any such person, which, in each such case, is a person who was an officer,
                                            employee, independent contractor or consultant within the six (6) month period prior to the
                                            prohibited conduct; and (iii) during the term of this Agreement and for a period of one (1)
                                            year following termination (but not expiration) of the Agreement (subject to, if applicable,
                                            clause (3) of part B of SECTION 5 hereof), directly or indirectly, separately or in association
                                            with others, solicit or encourage others to solicit any of the Company’s clients or
                                            client prospects whom the Executive had primary responsibility for or with whom the Executive
                                            had any contact during the term of his employment for the purpose of diverting or taking
                                            away business from the Company; provided however that clause (ii) of this SECTION 6 shall
                                            not apply to the Executive’s executive or administrative assistants.



 






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		B.	Confidential
                                            Information. During the Term and at all times thereafter, the Executive shall not, without
                                            the Company’s prior written consent or as ordered by judicial, regulatory or administrative
                                            process, (A) utilize, divulge, furnish or make accessible to any third person, company or
                                            other organization (other than to an employee of the Company or any of its divisions, subsidiaries
                                            or affiliates or another person to whom such disclosure is reasonably necessary or appropriate
                                            in connection with the performance by the Executive of his duties hereunder), and shall not
                                            use in any manner (other than in connection with the business, operations and affairs of
                                            the Company), any confidential or propriety information concerning the Company, or any of
                                            its divisions, subsidiaries or affiliates, or the business, operation, affairs or financial
                                            condition or results of any of the foregoing (provided, however, that confidential and proprietary
                                            information shall not be deemed to include any information otherwise generally available
                                            to the public (other than as a result of an unauthorized disclosure by the Executive) or
                                            (B) sell, disclose or otherwise use or deal with any confidential or propriety information
                                            consisting of any list, compilation or other knowledge of any client or customer of, or officer,
                                            employee or agent of, the Company or any of its divisions, subsidiaries or affiliates.
	 	 	 
		C.	Business
                                            Opportunities. As long as the Executive is employed by the Company, the Executive agrees,
                                            on behalf of himself and his affiliates, to offer all corporate opportunities for any activities
                                            directly related to the business of the Company initiated after the Effective Date to the
                                            Company prior to undertaking such corporate opportunity outside of the Company.
	 	 	 
		D.	Non-Disparagement.
                                            The Executive agrees that, both during and subsequent to the expiration of the Term, he will
                                            not, either orally or in writing, or directly or indirectly through any other person or entity,
                                            disparage or denigrate: (a) the Company or any of its Members, or any of the Company’s
                                            senior employees; or (b) any product or service offered or provided by the Company (it being
                                            understood and agreed that the purpose of this part D is to prohibit gratuitous disparagement
                                            and denigration and that the provisions of this part D shall not be construed or interpreted
                                            to prevent the Executive from providing a truthful opinion to a person or entity to whom
                                            the Executive has a fiduciary or other legal obligation to provide such an opinion).
	 	 	 
		E.	Cooperation.
                                            Upon receipt of reasonable notice from the Board or the Company’s outside counsel,
                                            the Executive agrees that during the period of his employment with the Company and thereafter,
                                            he will reasonably (given the Executive’s schedule and other employment if after the
                                            term of this Agreement) respond and provide information with regard to matters in which he
                                            has knowledge as a result of his employment with the Company, and will provide reasonable
                                            assistance to the Company and its representatives, at their sole cost and expense, in defense
                                            of any claims that may be made against the Group, and will assist the Company, at its sole
                                            cost and expense, in the prosecution of any claims that may be made by them, to the extent
                                            that such claims may relate to the period of the Executive’s employment with the Company.
                                            The Executive also agrees to inform the Board promptly (to the extent the Executive is legally
                                            permitted to do so) if the Executive is asked to assist in any investigation of the Company
                                            or its actions, regardless of whether a lawsuit or other proceeding has then been filed with
                                            respect to such investigation, and the Executive agrees that he will not assist in any such
                                            investigation unless he is legally required to do so. To the extent any time/services is
                                            requested of and provided by the Executive hereunder after the termination of his employment
                                            hereunder, the Company will pay the Executive a per diem of $1000, along with all costs and
                                            expenses incurred by the Executive in providing the requested time/services.



 






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		F.	Reasonableness
                                            of Restrictions. The Executive acknowledges and agrees that the restrictions set forth
                                            in this SECTION 6 are reasonable in scope and duration and are necessary to protect the business
                                            interests of the Company and the Group. The Executive further acknowledges and agrees that
                                            they will not hinder him in obtaining employment after his employment with the Company terminates.
	 	 	 
		G.	Duty
                                            to Disclose. In all instances covered by this SECTION 6, the Executive agrees to inform
                                            any entity offering to employ, engage or otherwise do business with the Executive of the
                                            restrictions and obligations set forth herein.



 


SECTION
7: Remedies. The Executive agrees that damages at law may not be an adequate remedy for a breach or a threatened breach of the
covenants set forth in SECTION 6 hereof, and the Executive, therefore, agrees that such covenants may be specifically enforced against
the Executive by injunction or otherwise in any court of competent jurisdiction, that the Executive will not raise as a defense that
adequate remedies at law are or may be available to the Company if the Company seeks to specifically enforce, or seeks other equitable
relief with respect to, SECTION 6 hereof and that no bond or proof of actual damages will be required of the Company in connection with
any action brought by the Company seeking equitable relief in connection with any alleged breach of SECTION 6. Nothing herein shall be
construed as prohibiting the Company from pursuing other available remedies for such breach or threatened breach, including, without
limitation, the recovery of damages from the Executive, which remedies shall be deemed to be in addition to, and not in lieu of, any
remedies contemplated by the first sentence of this SECTION 7. Nothing herein shall be construed as prohibiting the Executive from using
any and all defenses available to him against any alleged or threatened breaches.


 


SECTION
8: No Conflicting Obligations. The Executive understands and agrees that by entering into this Agreement, he is representing to
the Company that his performance will not breach any other agreement to which he is a party and that he has not and will not during the
term of this Agreement enter into any oral or written agreement in conflict with any of the provisions of this Agreement or the Company’s
policies. The Executive will not bring with him to the Company or use or disclose to any person or entity associated with the Company,
any confidential or proprietary information belonging to any other person or entity with respect to which the Executive owes an obligation
of confidentiality under any agreement or otherwise. The Company does not need and will not use such information. The Company expects
the Executive to abide by any obligations to refrain from soliciting any person employed by or otherwise associated with any former employer
and suggests that the Executive refrain from having any contact with such persons until such time as any applicable non-solicitation
obligation expires.


 






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SECTION
9: Indemnification. Each party hereto shall indemnify and hold harmless the other party hereto from and against, and shall reimburse
such other party hereto for, any and all claims, charges, damages liabilities, costs and expenses (including, without limitation, reasonable
attorneys’ fees and disbursements) arising out of, or incurred as a result of, any breach or violation by such first-mentioned
party of any of its or his representations warranties, covenants or other agreements set forth in this Agreement.


 


SECTION
10: Notice. Any notice or other communication required or permitted hereunder shall be in writing and shall be personally delivered
or mailed by registered or certified mail, postage prepaid, to the respective parties hereto as follows:


 


		(a)	If
                                            to the Company:



 


Board
of Directors


Altitude
International Holdings, Inc.


4500
SE Pine Valley Street


Port
St. Lucie, FL 34952


 


		(b)	If
                                            to the Executive:



 


Scott
Del Mastro


c/o
Altitude International Holdings, Inc.


4500
SE Pine Valley Street


Port
St. Lucie, FL 34952


 


A
party’s notice address may be changed from time to time by written notice to the other party. Notice shall be deemed received on
the earlier of the date actually received or the third business day after being so mailed.


 


SECTION
11: Severability. In the event that any arbitrator selected pursuant to SECTION 15 or any court of competent jurisdiction determines
that any provision in SECTION 6 constitutes an unreasonable restriction, such provision shall not be rendered void but shall apply to
such extent as such arbitrator or court may determine constitutes a reasonable restriction under the circumstances. If any one or more
of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of
the remaining provisions of this Agreement shall not be affected thereby. To the extent permitted by applicable law, each party waives
any provision of law which rendered any provision of this Agreement invalid, illegal or unenforceable in any respect, it being the intent
of the parties that this Agreement and each of the provisions hereof shall be enforceable to the fullest extent permitted by law.


 


SECTION
12: Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties with respect to the
subject matter hereof, superseding all prior or contemporaneous negotiations, discussions and agreements (written or oral).


 






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SECTION
13: Benefit and Binding Effect. The Agreement shall inure to the benefit of and be enforceable by, and shall be binding upon and
against, the parties hereto and their executors, heirs, legal representatives, successors and assigns, provided that neither this Agreement
nor any right hereunder or interest herein may be assigned by the Executive. It is understood that the Company may freely assign this
Agreement to any affiliate of or party related to the Group. In addition, notwithstanding anything to the contrary contained herein,
in the event of a sale of the Company or of substantially all its assets or in the event of a merger, business combination, or consolidation
where the Company is not the surviving entity, the Company shall cause this Agreement to be assumed by the surviving entity or transferee.


 


SECTION
14: Amendment; Waiver. This Agreement may be amended, superseded, cancelled, renewed, extended or otherwise modified, and the
terms or covenants hereof may be waived, only by and only to the extent and the manner provided herein, and in written instrument executed
by both parties, and no conduct, behavior or pattern of conduct or behavior shall constitute, or be deemed to constitute, any such modification
or waiver. The failure of either party at any time or times to require performance of any provision hereof shall in no manner effect
the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement,
in a way one or more instances, shall be deemed to be, or construed as, a further or continuing waiver or any such breach or a waiver
or the breach of any other term or covenant contained in this Agreement.


 


SECTION
15: Captions and Headings. The captions and headings set forth herein are used for convenience only and shall not affect the meaning
or interpretation of any provision hereof.


 


SECTION
16: Governing Law; Arbitration; Jurisdiction. This Agreement shall be governed by, and construed and interpreted in accordance
with, the laws of the State of Florida applicable to contracts executed and to be wholly performed in the State, without giving effect
to the conflicts of law principles thereof.


 


SECTION
17: Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which
shall be deemed to constitute one and the same instrument.


 


SECTION
18: Section 409A.


 


		A.	The
                                            compensation and benefits provided under this Agreement are intended to qualify for an exemption
                                            from or to comply with the requirements of Section 409A of the Internal Revenue Code of 1986,
                                            as amended, and the treasury regulations and other official guidance issued thereunder (collectively,
                                            “Section 409A”), so as to prevent the inclusion in gross income of any
                                            compensation or benefits accrued hereunder in a taxable year prior to the taxable year or
                                            years in which such amount would otherwise be actually distributed or made available to the
                                            Executive, and this Agreement shall be administered and interpreted consistent with such
                                            intention. For purposes of Section 409A, the right to a series of installment payments under
                                            this Agreement shall be treated as a right to a series of separate payments.



 






    	-13-



    	 



    

 


		B.	For
                                            purposes of this Agreement and the payment of severance pay or benefits hereunder, termination
                                            of the Executive’s employment means a “separation from service” with the
                                            Company as defined by Section 409A, and no payment will be made unless and until such termination
                                            qualifies as a “separation from service.”
	 	 	 
		C.	In
                                            the event that the Executive is a “specified employee” for purposes of Section
                                            409A at the time of separation from service, any separation pay or other compensation payable
                                            hereunder by reason of such separation of service that would otherwise be paid during the
                                            six-month period immediately following such separation from service shall instead be paid
                                            on the six-month anniversary of the separation from service to the extent required to comply
                                            with Section 409A.
	 	 	 
		D.	Any
                                            reimbursements made under this Agreement shall be made by the end of the year following the
                                            year in which the expense was incurred, and the amount of the reimbursable expenses provided
                                            in one year shall not increase or decrease the amount of reimbursable expenses provided in
                                            a subsequent year.”
	 	 	 
		E.	If
                                            the timing of payment of any amount subject to Section 409A is dependent on the Executive’s
                                            execution and non-revocation of a waiver or release of claims, and the revocation period
                                            starts in one calendar year and ends in the following calendar year, then payment shall in
                                            no event be made prior to the first day of such following calendar year, regardless of when
                                            the waiver or release was executed.
	 	 	 
		F.	If
                                            any of the payments to be made under this Agreement are deemed to be “deferred compensation”,
                                            as that term is defined under Section 409A, the Company reserves the right to unilaterally
                                            modify the terms and provisions of this Agreement to comply with the requirements of Section
                                            409A. In no event will the Company be liable for any additional tax, interest or penalty
                                            that may be imposed on the Executive by Section 409A or for any damages for failing to comply
                                            with Section 409A.



 




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Please
indicate your acceptance of the terms of this Agreement by signing this Agreement below and returning it to the undersigned:








 


	 	ALTITUDE INTERNATIONAL HOLDINGS, INC.
	 	 	 
	 	By:	/s/ Gregory
    Breunich
	 	Name:	Gregory Breunich
	 	Title:	Chairman


 


	ACCEPTED AND AGREED:	 
	 	 
	/s/ Scott
    Del Mastro	 
	SCOTT DEL MASTRO	 
	 	 
	DATE: October 24, 2022	 


 







    	-15-



    	 



    

 


Schedule
1


 


International
Tennis Academy USA, Inc.


 






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