Exhibit
10.1


 


AGREEMENT
FOR SHARE EXCHANGE


 


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.”


 


RECITALS


 


WHEREAS,
Acquiring Company is a publicly-traded company;


 


WHEREAS,
Target Company is the parent company of several wholly-owned subsidiaries, including CMAS Soccer LLC, ITA-USA Enterprise LLC, Trident
Water LLC, North Miami Beach Academy LLC, NVL Volleyball Academy LLC, Six Log Cleaning and Sanitizing LLC, and Altitude Wellness LLC
;


 


WHEREAS,
Acquiring Company desires to acquire all of the Shares and ownership interests in Target Company in exchange for the consideration and
upon the terms set forth below; and


 


WHEREAS,
the Board of Directors of Acquiring Company and each of the shareholders and managers of Target Company have each approved the proposed
transaction, contingent upon satisfaction prior to closing of all of the terms and conditions of this Agreement.


 


NOW,
THEREFORE, in consideration of the foregoing recitals, which shall be considered an integral part of this Agreement, and the covenants,
conditions, representations and warranties hereinafter set forth, the parties hereby agree as follows:


 


ARTICLE
I


THE
EXCHANGE


 


1.1 The
Exchange. At the Closing (as hereinafter defined), Acquiring Company shall acquire 100% ownership of Target Company. Consideration
to be paid by Acquiring Company shall be (i) 295,986,724 shares of Acquiring Company’s common stock (the “Common Shares”,
and (ii) 51 shares of Acquiring Company’s Series A preferred stock (the “Preferred Shares,” and together with the Common
Shares, the “Shares”), in exchange for 100% ownership of Target Company (such exchange of shares shall be referred
to herein as the “Exchange”). The Exchange shall take place upon the terms and conditions provided for in this Agreement
and in accordance with applicable law. Immediately following completion of the share exchange transaction through the issuance of the
Shares, Acquiring Company shall have a total of (i) 354,983,405 shares of its common stock issued and outstanding, and (ii) 51 shares
of its Series A preferred stock issued to Greg Breunich for his services related to the Exchange. For federal income tax purposes, it
is intended that the Exchange of the Common Shares shall constitute a tax-free reorganization within the meaning of Section 368(a)(1)(B)
of the Internal Revenue Code of 1986, as amended (the “Code”).


 




    	 



    	 



    

 


1.2 Closing
and Effective Time. Subject to the provisions of this Agreement, the parties shall hold a closing (the “Closing”)
on (i) the first business day on which the last of the conditions set forth in Article V to be fulfilled prior to the Closing is fulfilled
or waived, or (ii) at such time and place as the parties hereto may agree. Notwithstanding the foregoing, the Closing Date, shall be
considered the effective date of the Exchange for tax and accounting purposes (the “Effective Time”), but in no event
shall the Closing occur later than July 15, 2021, unless both parties agree, in writing, to extend the Closing beyond that date.


 


1.3 Actions
at Closing. At Closing:


 


(a) The
Shareholders shall execute and deliver to Acquiring Company 100% of the ownership of Target Company, and each of the Shareholders shall
deliver the Assignments to Acquiring Company attached hereto as Exhibit A.


 


(b) The
Acquiring Company shall deliver the Acceptance of Assignments attached hereto as Exhibit A.


 


(c) The
Acquiring Company shall issue the Shareholders and other parties the Shares pursuant to the issuance instruction schedule attached hereto
as Exhibit B for the Common Shares, and the 51 shares of Series A preferred stock to be issued to Gregory Breunich for services
rendered.


 


(d) The
parties to this Agreement further agree to execute, acknowledge and deliver such additional documents, take such additional actions and
furnish such additional information as may be reasonably necessary to carry out fully the transactions contemplated by this Agreement.


 


ARTICLE
II


REPRESENTATIONS
AND WARRANTIES


 


2.1 Representations
and Warranties of Acquiring Company. Acquiring Company represents and warrants to Target Company as follows:


 


(a)  Organization, Standing and Power. Acquiring Company is or will be after the effective
date a corporation duly organized, validly existing and in good standing under the laws of New York and has all requisite power and authority
to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified and in good standing
to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification
necessary except for any such failure, which when taken together with all other failures, is not likely to have a Material Adverse Effect.
“Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects
of Target Company or Acquiring Company, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or
instruments to be entered into in connection herewith.


 




    	 



    	 



    

 


(b) Capitalization.
As of the date of this Agreement, the authorized capital stock of the Acquiring Company consists of 605,000,000 shares, comprised of
5,000,000 shares of no par value preferred stock, none of which are issued or outstanding; and 600,000,000 shares of no par value common
stock, of which 58,996,681 shares are issued and outstanding.


 


(c) Articles
of Incorporation and Bylaws. Copies of the Acquiring Company’s Articles of Incorporation, as amended and restated, and
Bylaws, which have been delivered to Target Company, are true, correct and complete copies thereof.


 


(d) Authority.
Acquiring Company has all requisite power to enter into this Agreement and, subject to approval of the proposed transaction by its shareholders,
has the requisite power and authority to consummate the transactions contemplated hereby. Except as specified herein, no other corporate
or shareholder proceedings on the part of Acquiring Company are necessary to authorize the Exchange and the other transactions contemplated
hereby.


 


(e) Conflict
with Agreements; Approvals. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated
hereby will not, conflict with, or result in any violation of any provision of the Articles of Incorporation or Bylaws of Acquiring Company
or of any loan or credit agreement, note, mortgage, indenture, lease, benefit plan or other agreement, obligation, instrument, permit,
concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Acquiring Company
or its properties or assets except for any such conflict or violation, which when taken together with all other conflict or violation,
is not likely to have a Material Adverse Effect. No consent, approval, order or authorization of, or registration, declaration or filing
with, any governmental entity is required by or with respect to Acquiring Company in connection with the execution and delivery of this
Agreement by Acquiring Company, or the consummation by Acquiring Company of the transactions contemplated hereby.


 


(f) Books
and Records. Acquiring Company has made and will make available for inspection by Target Company upon reasonable request all
the books of account, relating to the business of Acquiring Company. Such books of account have been maintained in the ordinary course
of business. All documents furnished or caused to be furnished to Target Company by Acquiring Company are true and correct copies, and
there are no amendments or modifications thereto except as set forth in such documents.


 


(g) Compliance
with Laws. Acquiring Company is and has been in compliance in all material respects with all laws, regulations, rules, orders,
judgments, decrees and other requirements and policies imposed by any governmental entity applicable to it, its properties or the operation
of its businesses.


 


(h) Litigation.
There is no suit, action or proceeding pending, or, to the knowledge of Acquiring Company threatened against or affecting Acquiring Company,
which is reasonably likely to have a Material Adverse Effect on Acquiring Company, nor is there any judgment, decree, injunction, rule
or order of any governmental entity or arbitrator outstanding against Acquiring Company having, or which, insofar as reasonably can be
foreseen, in the future could have, any such effect.


 




    	 



    	 



    

 


(i) Taxes.
Acquiring Company has filed all tax returns and reports required to be filed as of the Closing with all other jurisdictions where such
filing is required by law; and Acquiring Company has paid, or made adequate provision for the payment of all taxes, interest, penalties,
assessments or deficiencies due and payable on, and with respect to such periods or accruing prior to Closing. As of the Closing, Acquiring
Company knows of (i) no other tax returns or reports which were required to be filed which have not been so filed and (ii) no unpaid
assessment for additional taxes for any fiscal period ending before the Closing.


 


2.2 Representations
and Warranties of Target Company. Target Company represents and warrants to Acquiring Company as follows:


 


(a) Organization,
Standing and Power. Target Company and each of its subsidiaries are a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of formation and has all requisite power and authority to own, lease and operate its properties
and to carry on its business as now being conducted, and is duly qualified and in good standing to do business in each jurisdiction in
which the nature of its business or the ownership or leasing of its properties makes such qualification necessary except for any such
failure, which when taken together with all other failures, is not likely to have a Material Adverse Effect.


 


(b) Capitalization.
As of the date of this Agreement and as of Closing, the Shareholders are the only shareholders of Target Company and each of its subsidiaries,
and there are no other persons or entities having any Shares, equity or other ownership interests in Target Company or its subsidiaries.


 


(c) Articles
of Organization. Copies of the Target Company and each of its subsidiaries’ Articles of Incorporation or Articles of Organization,
as applicable, which have been delivered to Acquiring Company, are true, correct and complete copies thereof.


 


(d) Authority.
Target Company and each of its subsidiaries has all requisite power to enter into this Agreement and, subject to approval of the proposed
transaction by its shareholders or members, has the requisite power and authority to consummate the transactions contemplated hereby.
Except as specified herein, no other corporate proceedings on the part of Target Company or each of its subsidiaries are necessary to
authorize the Exchange and the other transactions contemplated hereby.


 


(e) Conflict
with Agreements; Approvals. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated
hereby will not, conflict with, or result in any violation of any provision of the Articles of Incorporation or Bylaws of Target Company
or any of the Articles of Organization or Operating Agreements of its subsidiaries or of any loan or credit agreement, note, mortgage,
indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree,
statute, law, ordinance, rule or regulation applicable to Target Company and each of its subsidiaries or its properties or assets except
for any such conflict or violation, which when taken together with all other conflict or violation, is not likely to have a Material
Adverse Effect. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental entity
is required by or with respect to Target Company and each of its subsidiaries in connection with the execution and delivery of this Agreement
by Target Company and each of its subsidiaries, or the consummation by Target Company and each of its subsidiaries of the transactions
contemplated hereby.


 




    	 



    	 



    

 


(f) Books
and Records. Target Company and each of its subsidiaries has made and will make available for inspection by Acquiring Company
upon reasonable request all the books of account, relating to the business of Target Company and each of its subsidiaries. Such books
of account have been maintained in the ordinary course of business. All documents furnished or caused to be furnished to Acquiring Company
by Target Company and each of its subsidiaries are true and correct copies, and there are no amendments or modifications thereto except
as set forth in such documents.


 


(g) Compliance
with Laws. Target Company and each of its subsidiaries is and has been in compliance in all material respects with all laws,
regulations, rules, orders, judgments, decrees and other requirements and policies imposed by any governmental entity applicable to it,
its properties or the operation of its businesses.


 


(h) Litigation.
There is no suit, action or proceeding pending, or, to the knowledge of Target Company and each of its subsidiaries threatened against
or affecting Target Company and each of its subsidiaries, which is reasonably likely to have a Material Adverse Effect on Target Company
and each of its subsidiaries, nor is there any judgment, decree, injunction, rule or order of any governmental entity or arbitrator outstanding
against Target Company and each of its subsidiaries having, or which, insofar as reasonably can be foreseen, in the future could have,
any such effect.


 


(i) Taxes.
Target Company and each of its subsidiaries has filed all tax returns and reports required to be filed as of the Closing with all
other jurisdictions where such filing is required by law; and Target Company and each of its subsidiaries has paid, or made adequate
provision for the payment of all taxes, interest, penalties, assessments or deficiencies due and payable on, and with respect to such
periods or accruing prior to Closing. As of the Closing, Target Company and each of its subsidiaries knows of (i) no other tax returns
or reports which were required to be filed which have not been so filed and (ii) no unpaid assessment for additional taxes for any fiscal
period ending before the Closing.


 


(j) Licenses,
Permits; Intellectual Property. Target Company and each of its subsidiaries owns or possesses in the operation of its business
all material authorizations which are necessary for it to conduct its business as now conducted. Neither the execution nor delivery of
this Agreement nor the consummation of the transactions contemplated hereby will require any notice or consent under or have any material
adverse effect upon any such authorizations.


 




    	 



    	 



    

 


(k) Title
to Property. Target Company and each of its subsidiaries has good and marketable title in fee simple to all real property and
good and marketable title to all personal property owned by them which is material to the business of Target Company and each of its
subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 2.2(k) or such
as would not have a Material Adverse Effect. Any real property and facilities held under lease by Target Company and each of its subsidiaries
are held by it under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.


 


2.3 Representations
and Warranties of Shareholders. Each of the Shareholders represents and warrants to Acquiring Company as follows:


 


(a) Shares
Free and Clear. The Shares of Target Company that Shareholder owns are free and clear of any liens, claims, options, charges
or encumbrances of any nature.


 


(b) Unqualified
Right to Transfer Shares. Shareholder has the unqualified right to sell, assign, and deliver its Shares of Target Company, and,
upon consummation of the transactions contemplated by this Agreement, Acquiring Company will acquire good and valid title to such Shares,
free and clear of all liens, claims, options, charges, and encumbrances of whatsoever nature.


 


(c) Agreement
and Transaction Duly Authorized. Shareholder is authorized to execute and deliver this Agreement and to consummate the share
exchange transaction described herein. Neither the execution and delivery of this Agreement nor the consummation of the transactions
contemplated hereby will constitute a violation or default under any term or provision of any contract, commitment, indenture, other
agreement or restriction of any kind or character to which such Shareholder is a party or by which such Shareholder is bound.


 


ARTICLE
III


ADDITIONAL
AGREEMENTS AND RELATED TRANSACTIONS


 


3.1 Restricted
Shares. The Shares will not be registered under the Securities Act, but will be issued pursuant to applicable exemptions from
such registration requirements for transactions not involving a public offering under the Securities Act of 1933, as amended (“Securities
Act”). Accordingly, the Shares shall be considered “restricted securities” for purposes of the Securities Act, and
the holders of Shares will not be able to transfer such shares except upon compliance with the registration requirements of the Securities
Act or in reliance upon an available exemption therefrom. The certificates evidencing the Shares shall contain a legend to the foregoing
effect that represents the following:


 


THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (“THE ACT”)
AND ARE “RESTRICTED SECURITIES” AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SHARES MAY NOT BE OFFERED FOR SALE,
SOLD, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED
TO THE SATISFACTION OF THE COMPANY.


 




    	 



    	 



    

 


3.2 Access
to Information. Upon reasonable notice, Acquiring Company and Target Company and each of its subsidiaries shall each afford to
the officers, accountants, counsel and other representatives of the other company, access to all their respective properties, books,
contracts, commitments and records and all other information concerning its business, properties and personnel as such other party may
reasonably request. Unless otherwise required by law, the parties will hold any such information which is nonpublic in confidence until
such time as such information otherwise becomes publicly available through no wrongful act of either party, and in the event of termination
of this Agreement for any reason each party shall promptly return all nonpublic documents obtained from any other party, and any copies
made of such documents, to such other party.


 


ARTICLE
IV


CONDITIONS
PRECEDENT TO CLOSING


 


4.1 Conditions
to Each Party’s Obligation to Effect the Exchange. The respective obligations of each party to effect the Exchange shall
be conditional upon the filing, occurring or obtainment by the other party of all authorizations, consents, orders or approvals of, or
declarations or filings with, or expirations of waiting periods imposed by any governmental entity or by any applicable law, rule, or
regulation governing the transactions contemplated hereby, as well as the satisfaction of the following conditions on or before the Closing:


 


4.2 Conditions
to Obligations of Acquiring Company. The obligation of Acquiring Company to effect the Exchange is subject to the satisfaction
of the following conditions on or before the Closing unless waived by Target Company:


 


		(a)	Representations
                                            and Warranties. The representations and warranties of Target Company and each of
                                            its subsidiaries set forth in this Agreement shall be true and correct in all material respects
                                            as of the date of this Agreement and (except to the extent such representations and warranties
                                            speak as of an earlier date) as of the Closing as though made on and as of the Closing, except
                                            as otherwise stated in this Agreement, and Target Company shall complete all government and
                                            legal process to transfer 100% of the ownerships from the Shareholders to Acquiring Company.
	 	 	 
		(b)	Completion
                                            of Audit of Target Companies and its Subsidiaries. The Target Company shall cause
                                            an audit of the Target Company to be completed prior to the Closing of the transaction and
                                            the Closing shall be completed as soon as practicable after the completion of the proforma
                                            audit of the Company and its subsidiaries.



 


4.3 Conditions
to Obligations of Target Company. The obligation of Target Company to effect the Exchange is subject to the satisfaction of the
following conditions on or before the Closing unless waived by Acquiring Company:


 


		(a)	Representations
                                            and Warranties. The representations and warranties of Acquiring Company as set forth
                                            in this Agreement shall be true and correct in all material respects as of the date of this
                                            Agreement and (except to the extent such representations and warranties speak as of an earlier
                                            date) as of the Closing as though made on and as of the Closing, except as otherwise stated
                                            in this Agreement.



 



    	 



    	 



    

 


		(b)	Completion
                                            of Audit of Target Companies and its Subsidiaries. The Target Company shall cause
                                            an audit of the Target Company to be completed prior to the Closing of the transaction and
                                            the Closing shall be completed as soon as practicable after the completion of the proforma
                                            audit of the Company and its subsidiaries.



 


ARTICLE
V


TERMINATION
AND AMENDMENT


 


5.1 Termination.
This Agreement may be terminated at any time prior to the Closing:


 


(a) by
mutual consent of Acquiring Company, Target Company, and all of the Shareholders;


 


(b) by
either Acquiring Company, Target Company, and/or all of the Shareholders, if there has been a material breach of any representation,
warranty, covenant or agreement on the part of the other party or parties, as set forth in this Agreement, which breach has not been
cured within five (5) business days following receipt by the breaching party of notice of such breach, or if any permanent injunction
or other order of a court or other competent authority preventing the consummation of the Exchange shall have become final and non-appealable.


 


5.2 Effect
of Termination. In the event of termination of this Agreement by any party as provided in Section 5.1, this Agreement shall forthwith
become void and, subject to the following, there shall be no liability or obligation on the part of any party hereto. In the event of
termination under Section 5.1(a), all costs and expenses incurred in connection with this Agreement and the transactions contemplated
hereby shall be paid by the party incurring such expenses. In the event of termination under Section 5.1(b), all costs and expenses incurred
in connection with this Agreement by the non-breaching parties shall be paid by the breaching party.


 


5.3 Amendment.
This Agreement may be amended by mutual agreement of Acquiring Company, Target Company, and all of the Shareholders. Any such amendment
must be by an instrument in writing signed on behalf of each of the parties hereto.


 


5.4 Extension;
Waiver. At any time prior to the Closing, any party hereto, by action taken individually or authorized by their respective Board
of Directors, may, to the extent legally allowed, (a) extend the time for the performance of any of the obligations or other acts of
the other parties hereto, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered
pursuant hereto and (c) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a party
hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party.


 




    	 



    	 



    

 


ARTICLE
VI


GENERAL
PROVISIONS


 


6.1 Survival
of Representations, Warranties and Agreements. All of the representations, warranties and agreements in this Agreement or in
any instrument delivered pursuant to this Agreement shall survive the Effective Time for as long as the applicable statute of limitation
shall remain open.


 


6.2 Notices.
All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, emailed (which
is confirmed) or mailed by registered or certified mail (return receipt requested) to the parties at the following addresses (or at such
other address for a party as shall be specified by like notice):


 


		(a)	If
                                            to Acquiring Company:



 


4500
SE Pine Valley Street


Port
St. Lucie, FL 34952


 


		(b)	If
                                            to Target Company:



 


4500
SE Pine Valley Street


Port
St. Lucie, FL 34952


 


		(c)	If
                                            to the Shareholders:



 


To
the addresses identified on Exhibit B hereto.


 


6.3 Interpretation.
When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless otherwise indicated.
The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
of this Agreement. Whenever the words “include,” “includes,” or “including” are used in this Agreement,
they shall be deemed to be followed by the words “without limitation.” The phrase “made available” in this Agreement
shall mean that the information referred to has been made available if requested by the party to whom such information is to be made
available.


 


6.4 Counterparts.
This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become
effective when two or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood
that all parties need not sign the same counterpart.


 


6.5 Entire
Agreement; No Third Party Beneficiaries; Rights of Ownership. This Agreement (including the documents and the instruments referred
to herein) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the
parties with respect to the subject matter hereof, and is not intended to confer upon any person other than the parties hereto any rights
or remedies hereunder.


 


6.6 Governing
Law. This Agreement shall be governed and construed in accordance with the laws of the State of Florida without regard to principles
of conflicts of law. Each party hereby irrevocably submits to the jurisdiction of any Florida state court or any federal court in the
State of Florida in respect of any suit, action or proceeding arising out of or relating to this Agreement, and irrevocably accept for
themselves and in respect of their property, generally and unconditionally, the jurisdiction of the aforesaid courts.


 




    	 



    	 



    

 


6.7 No
Remedy in Certain Circumstances. Each party agrees that, should any court or other competent authority hold any provision of
this Agreement or part hereof or thereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith
or not to take any action required herein, the other party shall not be entitled to specific performance of such provision or part hereof
or thereof or to any other remedy, including but not limited to money damages, for breach hereof or thereof or of any other provision
of this Agreement or part hereof or thereof as a result of such holding or order.


 


6.8 Publicity.
Except as otherwise required by law or the rules of the SEC, so long as this Agreement is in effect, no party shall issue or cause the
publication of any press release or other public announcement with respect to the transactions contemplated by this Agreement without
the written consent of the other party, which consent shall not be unreasonably withheld.


 


6.9 Assignment.
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether
by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement
will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.


 


ARTICLE
VII


OTHER
PROVISIONS


 


7.1 Bankruptcy,
Insolvency, Etc. In the case of Acquiring Company instituting (a) any bankruptcy, insolvency, reorganization or liquidation proceedings
or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors or (b) the dissolution,
liquidation, or winding up of Acquiring Company or any substantial portion of its business prior to the date which is eighteen (18) months
following the Effective Time, this Agreement shall be deemed null and void and Acquiring Company shall immediately return to the Shareholder
the Target Company Shares.


 


IN
WITNESS WHEROF, this Agreement has been signed by the parties set forth below as of the date set forth above.


 


[Signatures
on the following page]


 




    	 



    	 



    

 


	 	ACQUIRING
    COMPANY:
	 	 
	 	Altitude
    International Holdings, Inc., a New York corporation
	 	 	 
	 	By:	/s/
    Gregory C. Breunich 
	 	 	Gregory
    C. Breunich
	 	 	Chief
    Executive Officer & Chairman
	 	 	 
	 	TARGET
    COMPANY:
	 	 
	 	Breunich
    Holdings, Inc., a Delaware corporation
	 	 	 
	 	By:	/s/
    Gregory C. Breunich
	 	 	Gregory
    C. Breunich
	 	 	President


 


	 	SHAREHOLDERS OF TARGET COMPANY:




 


	 	/s/Adan
    Coronado
	 	/s/Adrian
    Walton
	 	/s/Albert
    Hanneman
	 	/s/Alex
    Jaramillo
	 	/s/Alvaro
    Bedoya
	 	/s/
    Alvaro Da Silva
	 	/s/
    AMIGH LLC
	 	/s/
    Amy Cheli
	 	/s/
    Andres Weisskopf
	 	/s/
    Anthony Maselli
	 	/s/
    Blue Sky Strategy
	 	/s/
    Blue Sky Strategy
	 	/s/
    Bob Kanuth/ Lesley Visser
	 	/s/
    Brian Hinners
	 	/s/
    Carlos Lange
	 	/s/
    Cecilia Raffo
	 	/s/
    Chere Lucas Anthony
	 	/s/
    Cole Anthony
	 	/s/
    Daniel Green
	 	/s/
    Daniel Sanchez
	 	/s/
    Daniel Walters
	 	/s/
    Dave Vincent
	 	/s/
    David Band


 




    	 



    	 



    

 


	 	/s/
    Denton Yorkirons
	 	/s/
    Douglas Martin
	 	/s/
    Dyonne Lucas
	 	/s/
    Ed Russo
	 	/s/
    Eugenio Rafael Tapia Jimenez
	 	/s/
    Eve Leeuw
	 	/s/
    Evelyn Susan Hogue
	 	/s/
    Evens Auguste
	 	/s/
    Feenix Venture Partners Opportunity Fund II, LP
	 	/s/
    Feenix Venture Partners Opportunity Fund, LP
	 	/s/
    Flavio Marreti
	 	/s/
    Gabriel Jaramillo
	 	/s/
    Greg Anthony
	 	/s/
    Greg Anthony
	 	/s/
    Greg Whyte
	 	/s/
    Gregory Breunich
	 	/s/
    Hugo Caicedo
	 	/s/
    James Bollettieri
	 	/s/
    Jaymie Mangal-Ditzler
	 	/s/
    Joakim Noah
	 	/s/
    Jose Pablo Coello
	 	/s/
    Juan Abuchaibe
	 	/s/
    Juan Bueno
	 	/s/
    Juan Escobar
	 	/s/
    Karolina Sowala
	 	/s/
    Keith Lee
	 	/s/
    Kerry- Jane Crawley-White
	 	/s/
    Landon Adler
	 	/s/
    Lisa Joseph
	 	/s/
    Luicelena Perez
	 	/s/
    Marie Claire De Bortoli
	 	/s/
    Maritim Sports Florida LLC
	 	/s/
    Mark Goldfarb
	 	/s/
    Matt Fields
	 	/s/
    Matthew Pilkington
	 	/s/
    Melissa Piazza
	 	/s/
    Molly Menard
	 	/s/
    Neil Riemer
	 	/s/
    Neil Riemer
	 	/s/
    Nick Francis
	 	/s/
    Oliver Lucas
	 	/s/
    Phil Gray
	 	/s/
    Philip Marber


 




    	 



    	 



    

 


	 	/s/
    Phillip Kim
	 	/s/
    Piotr Marciniak
	 	/s/
    Polly Grunfeld Sack
	 	/s/
    Rasheed Abdelkader Sido
	 	/s/
    Rodrigo Villarroel
	 	/s/
    Ron Hargrove
	 	/s/
    Ronald J. Schebel
	 	/s/
    Russ Elbaum
	 	/s/
    Sara Gauvreau-Dredge
	 	/s/
    Scott Del Mastro
	 	/s/
    Sivakumar Balasubramanian
	 	/s/
    Stan Long
	 	/s/
    Steve Hogue
	 	/s/
    Teresita Stergiou
	 	/s/
    Thomas Victorin
	 	/s/
    Three Guys Special Ventures LLC
	 	/s/
    Tijuani Stewart
	 	/s/
    Tom Durkin
	 	/s/
    Yannick Noah
	 	/s/
    Yehuda Kaploun


 




    	 



    	 



    

 


Exhibit
A


 


FORM
OF ASSIGNMENT AND


TRANSFER
POWERS


 


FOR
VALUE RECEIVED, _____________________, hereby sells, assigns and transfers to Altitude International Holdings, Inc., a New York corporation,
all of his or her ownership interest in Breunich Holdings, Inc., a Delaware corporation, standing in his or her name on the books of
said corporation.


 


DATED
this ____ day of July, 2021.


 


	 	 
	 	Print
    Name:______________________________________
	 	Print
    Address:____________________________________
	 	 
	 	 
	 	Social
    Security Number:_____________________________


 


ACCEPTANCE
OF ASSIGNMENT


 


Altitude
International Holdings, Inc. hereby accepts the assignment of the aforesaid ownership interests and agrees to be bound by the terms and
conditions of the Operating Agreement of Breunich Holdings, Inc. and the rights and obligations thereunder.


 


DATED
this ____ day of July, 2021.


 


	 	Altitude
    International Holdings, Inc.
	 	 
	 	 
	 	Gregory
    C. Breunich
	 	CEO


 




    	 



    	 



    

 


Exhibit
B


 


ISSUANCE
INSTRUCTIONS


 


*This
exhibit been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally
to the Securities and Exchange Commission upon request; provided, however that the Company may request confidential treatment pursuant
to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or Exhibit so furnished.