Exhibit 10.1


 


CONSULTING,
MANAGEMENT AND LICENSE AGREEMENT 


 


BY
AND AMONG


 


SOCCER
PARTNERS AMERICA, a Colorado not for profit corporation, 


 


ALTITUDE
INTERNATIONAL HOLDINGS, INC., a New York corporation


 


AND



 


CMA
SOCCER LLC, a Florida limited liability company


 




    	 



     


    

 


THIS
CONSULTING, MANAGEMENT AND LICENSE AGREEMENT (the “Agreement”) is made and executed as of this 7th day of March, 2022,
by and among Soccer Partners America, a Colorado not for profit corporation, located at 9665 N Roxborough Park Rd., Littleton CO 80125
(hereinafter referred to as “Rush”), Altitude International Holdings, Inc., a New York corporation (hereinafter referred
to as “Altitude”), and CMA Soccer LLC, a Florida limited liability company, 4500 SE Pine Valley Street, Port St. Lucie,
Florida 34952 (hereinafter referred to as “CMAS”).


 


WHEREAS,
CMAS operates residential and non-residential academies for elite youth soccer athletes at Club Med Sandpiper Bay in Port St. Lucie,
Florida;


 


WHEREAS,
RUSH has developed the largest known network of affiliated independent youth soccer clubs and desires to augment its player development
system with the establishment of a RUSH residential academy program and a men’s professional team;


 


WHEREAS,
Altitude and CMAS desire to complement the Rush Mission and Purpose (attached as Schedule A hereto.


 


WHEREAS,
RUSH is the exclusive owner of the RUSH Identification, as defined below, and the exclusive owner of the RUSH Programs, as defined
below;


 


WHEREAS,
the Parties desire to raise and set aside $3mm. $2.7mm of the $3mm will be for the purpose of funding the establishment of a men’s
professional soccer team and with the remaining balance of $300k for the operation of the RUSH Programs;


 


WHEREAS,
RUSH desires to enter into an agreement with CMAS for CMAS to exclusively operate the RUSH Programs on a worldwide basis under the
name “Rush” or a name to be determined by the parties;


 




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WHEREAS,
Altitude seeks to hire Tim Schulz, current president and CEO of Rush, as an officer of CMAS and charge him with directing CMAS’s
operation of the RUSH Programs and with establishing and managing a men’s professional soccer team.


 


NOW
THEREFORE, RUSH and CMAS agree as follows:


 


	1.	DEFINITIONS.
                                            As used herein, the following terms shall be defined as set forth below:



 


		(a)	“RUSH
                                            Identification” shall mean the name “Rush” and any signature, image,
                                            words, symbols, or photographic representations or combinations thereof which identify Rush.



 


		(b)	“RUSH
                                            Material” shall mean RUSH proprietary training methodology, documentation and materials.



 


		(c)	“RUSH
                                            Technologies” shall mean RUSH proprietary technologies and platforms.



 


		(d)	“New
                                            Logo” shall mean a logo of RUSH to be created by the parties to be used in connection
                                            with the operations of CMAS hereunder.



 


		(e)	“Academies”
                                            shall mean “Club Med Soccer Academies” at CMAS locations around the world.



 


		(f)	“RUSH
                                            Programs” shall mean all of RUSH’s current soccer programs, teams, affiliated
                                            teams and activities, including, but not limited to, RUSH’s club programs (U6-U19 boys
                                            and girls teams) administered, delivered and priced under a local and/or national club format,
                                            and all memberships related thereto, as further developed by the parties hereunder. Locations
                                            include current operations throughout the world and other locations programs determined by
                                            the parties.



 


		(g)	“RUSH
                                            Database” shall mean the database of RUSH’s active Program members (currently
                                            approximately 67 clubs), RUSH’s total data base (currently approximately 45,000 players).
                                            And all of RUSH’s owned or licensed soccer related databases.



 




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		(h)	“RUSH
                                            Revenues” shall mean all revenues related to the RUSH Programs, generated from
                                            club team fees, membership fees tournament entry fees and all other revenues associated with
                                            any RUSH Program or related activity and the RUSH Technologies, as well as any new revenue
                                            streams directly or indirectly related thereto including but not limited to player management
                                            and buying and selling rights to players.



 


		(i)	“RUSH
                                            Costs” shall mean all costs associated with the operation of the RUSH Programs
                                            hereunder.



 


		(j)	“RUSH
                                            Board” shall mean the Board of Directors of Rush.



 


		(k)	“Capelli
                                            Agreement” shall mean the agreement between RUSH and Capelli Sport attached as
                                            Exhibit A hereto.



 


		(l)	“CMAS
                                            Academy Customers” shall mean full time boarding and non-boarding academy customers,
                                            Weekly boarding and non-boarding Academy Customers, Academy Pre-season soccer team customers.



 


	2.	TERM



 


The
initial term of this Agreement (the “Initial Term”) shall commence on March 5, 2022 and shall continue for a period
of ten (10) years. The Initial Term of this Agreement shall automatically extend for two (2) additional consecutive five (5) year periods
(each a “Renewal Term”) unless CMAS provides written notice of its intent not to enter into the upcoming Renewal Term
(3) months prior to the conclusion of the then current Initial Term or Renewal Term. The Initial Term and the Renewal Terms, if any,
are hereinafter referred to as the “Term”.


 


	3.	TERMINATION



 


In
addition to any other termination rights set forth in this Agreement:


 


		(a)	CMAS
                                            shall have the right to terminate this Agreement upon written notice to RUSH at any time
                                            in the event the license and management agreement between CMAS and Club Med (the “CMAS
                                            Club Med Agreement”) is terminated provided such termination right is exercised
                                            within 90 days following such termination. .



 




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		(b)	RUSH
                                            shall have the right to terminate this Agreement upon: a) written notice to CMAS in the event
                                            that Schulz’s employment agreement is terminated by Altitude without Cause (as defined
                                            in Schulz’s employment agreement) (provided such termination right is exercised within
                                            90 days following such termination); b), CMAS fails to raise or obtain $2.7 million of funding
                                            for the Pro Team by the third anniversary hereof (the “Funding Failure”)
                                            (provided such termination right is exercised within 90 days following the third anniversary
                                            hereof); or, c) the license and management agreement between CMAS and Club Med (the “CMAS
                                            Club Med Agreement”) is terminated provided such termination right is exercised
                                            within 90 days following such termination unless CMAS has secured an alternate location or
                                            accommodation mutually agreed upon by the parties.



 


	4.	CMAS
                                            OBLIGATIONS. Subject to the terms and conditions of this Agreement, CMAS agrees to perform
                                            the following consulting, managerial and operational services for RUSH. It is understood
                                            that CMAS is not guaranteeing any particular results:



 


		(a)	CMAS
                                            shall administer and deliver the RUSH Programs and shall retain the RUSH Revenues for its
                                            own account. RUSH shall transfer any cash on hand as of the Effective Date to CMAS to the
                                            extent required to pay any outstanding liabilities as of the Effective Date related to the
                                            RUSH Programs. Without limiting the generality of the foregoing, RUSH will enter into the
                                            Consent to Assignment attached as Exhibit B hereto which consents to the assignment of the
                                            Capelli Agreement to CMAS , which agreement RUSH represents is in full force and effect as
                                            of the Effective Date. RUSH further represents that neither party to the Capelli Agreement
                                            is, or with the passage of time will be, in default or material breach thereunder, that the
                                            transactions contemplated hereby will not cause a breach or default thereunder and that RUSH
                                            has obtained all necessary consents under the Capelli Agreement.



 




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		(b)	CMAS
                                            and RUSH shall prepare the annual Budget for the RUSH Programs setting forth programming
                                            guidelines, sales, marketing and promotional support requirements, facility requirements,
                                            projected capital expenditures, market analysis, financial projections, staffing requirements
                                            and training. The Budget for any fiscal year during the Term commencing on January 1rst and
                                            ending December 31rst shall be finalized on or before December 31rst for the following fiscal
                                            year. It is understood that the Budget (or any part thereof) shall not be construed to contain
                                            any representations, warranties, or guarantees of either party. If the parties cannot agree
                                            upon an annual Budget for any year in a timely fashion while the parties resolve any disputed
                                            issues with respect to such annual Budget, CMAS shall operate in accordance with the annual
                                            Budget for the year just ended. Notwithstanding the foregoing, CMAS may adjust the Budget
                                            if any projections or line items are not appearing to be realized or if any revenue-generating
                                            relationship is compromised or terminated. The initial Budget for the first fiscal year is
                                            attached as Annex 1 hereto.



 


		(c)	CMAS
                                            will select the personnel necessary to manage the RUSH Programs. Such personnel will be employed
                                            by CMAS. The CMAS personnel for the RUSH Program shall be under the direction, control and
                                            supervision of Schulz (while an employee in good standing of CMAS) in consultation with CMAS
                                            senior management. CMAS senior management and Schulz (while an employee in good standing
                                            of CMAS) shall consult regarding the hiring, continuing employment and termination of all
                                            CMAS personnel hired to operate the RUSH Programs. CMAS is responsible for paying all salaries,
                                            fringe benefits, employment taxes and other amounts relating to the CMAS personnel including,
                                            without limitation, all applicable tax reporting and withholding taxes. CMAS intends to initially
                                            hire the staff of RUSH who currently operate RUSH’s soccer programs.



 


		(d)	CMAS
                                            shall keep full and complete books of account and such other records reflecting the operations
                                            of the RUSH Programs showing accurately and completely all RUSH Revenues and RUSH Costs.
                                            CMAS shall preserve all such books and records for at least three (3) years from the close
                                            of CMAS’s fiscal year to which they relate. Such books and records shall be kept in
                                            accordance with modern and generally accepted practices for bookkeeping and accounting. The
                                            books and records shall be kept at CMAS’s office. RUSH shall be allowed to inspect
                                            CMAS’s books and records pertaining to the RUSH Programs during normal business hours
                                            upon five business days’ prior written notice to CMAS.



 




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		(e)	CMAS
                                            shall hold regular quarterly meetings with RUSH virtually or at a mutually acceptable location
                                            to review the operations of the RUSH Program. CMAS shall prepare and provide monthly and
                                            year to date profit and loss and cash flow reports of the results of its operations regarding
                                            the RUSH Program at such meeting.



 


		(f)	CMAS
                                            shall prepare annual unaudited reports of the results of operations of the RUSH Programs,
                                            which shall include, without limitation, a statement of the RUSH Revenues and RUSH Costs.



 


		(g)	CMAS
                                            shall make day to day functional operation and management decisions regarding the RUSH Programs,
                                            including, without limitation, management, marketing, merchandising, accounting, and programming.



 


		(h)	CMAS
                                            shall be responsible for the development and implementation of the RUSH Programs and all
                                            related activities and further development of the RUSH Technologies.



 


		(i)	All
                                            training materials, intellectual property and other work product developed by CMAS for the
                                            RUSH Programs and coaches training/certification for the RUSH Programs shall be the sole
                                            and exclusive property of CMAS such that RUSH shall not have any claims in or ownership or
                                            other interest in any of the foregoing.



 


		(j)	CMAS
                                            shall have the right to solicit RUSH Program participants/candidates to CMAS for boarding
                                            and non-boarding semester and weekly programs in connection with all RUSH Programs and activities,
                                            with all revenues resulting therefrom to be solely for the account of CMAS.



 




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	5.	BUDGET;
                                            COLLECTIONS ; RUSH PROGRAM COSTS



 


		(a)	CMAS
                                            and RUSH shall prepare a budget (the “Budget”) for each fiscal year in
                                            accordance with Section 3b of this Agreement, which Budget shall include projections of the
                                            RUSH Revenues and RUSH Costs.



 


		(b)	The
                                            Budget will include amounts to cover the reasonable out of the pocket expenses for CMAS’s
                                            staff to travel to and from and operate the locations where RUSH Programs occur, except in
                                            the case where third parties will be reimbursing them for such expenses. All such expenses
                                            will be pre-approved by CMAS via an expense report estimate form.



 


		(c)	CMAS
                                            shall collect all RUSH Revenues, which shall all be for the sole account of CMAS. All RUSH
                                            Costs shall be paid out of and accounted for through CMAS’s books and accounts. CMAS
                                            shall keep detailed records of all bills and invoices for services, work and supplies contracted
                                            for in connection with the operation of the RUSH Programs in accordance with this Agreement,
                                            and shall be responsible for paying all such bills and invoices, unless such bills are contested
                                            in good faith.



 


	6.	PROMOTIONAL
                                            RIGHTS.



 


		(a)	RUSH
                                            hereby grants CMAS the right to access and use the RUSH Database worldwide in connection
                                            with the advertisement, promotion, operation and conduct of CMAS and all CMAS facilities
                                            (or at CMAS’ request RUSH will distribute materials provided by CMAS to the RUSH Database).
                                            Such access and use shall be exclusive to CMAS and shall be in compliance with applicable
                                            law.



 


		(b)	RUSH
                                            expressly agrees that no third party will be granted the right to have access to and use
                                            the RUSH Database.



 




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		(c)	The
                                            parties acknowledge that CMAS may develop and elect to use, promote and operate CMAS under
                                            “Altitude Rush Academy” provided, however, that in no event shall the name “Rush”
                                            be utilized in connection with any other name hereunder without the express prior written
                                            consent of the RUSH Board (such consent not to be unreasonably withheld) Any and all such
                                            names (including “Club Med Soccer Academies”) used by CMAS in conjunction with
                                            the RUSH Identification, including but not limited to the New Logo, shall be the sole and
                                            exclusive property of CMAS.. Likewise, any artwork product or other intellectual property
                                            developed under, within or around these names, and all associated operations therewith will
                                            exclusively belong to CMAS.



 


		(d)	It
                                            is understood that CMAS’s academy businesses are the sole and exclusive property of
                                            CMAS.



 


	7.	INSURANCE.
                                            CMAS agrees to provide and maintain, throughout the Term of this Agreement, at CMAS’s
                                            expense, comprehensive and adequate general liability insurance for the RUSH Programs at
                                            reasonable levels. RUSH shall be named as an additional insured on such policies and shall
                                            be provided with a certificate evidencing the same. The insurance required to be maintained
                                            hereunder shall provide that the insurer may not terminate or materially modify such policy
                                            without prior written notice to RUSH at least thirty (30) days in advance thereof.



 


	8.	EXCLUSIVE
                                            LICENSE



 


		(a)	RUSH
                                            grants to CMAS the exclusive worldwide right to use the RUSH Name, the New Logo, the RUSH
                                            Materials and the RUSH Technologies in connection with the operation, marketing and exploitation
                                            of CMAS’s full time, school semester, school year and short time weekly, junior, adult,
                                            professional and family, boarding and non-boarding soccer programs. RUSH will, at no cost
                                            to CMAS, provide support for the RUSH Materials and the RUSH Technologies; provided however
                                            that CMAS will pay for the continuing development of the RUSH Technologies to the extent
                                            CMAS believes such development to be necessary or helpful for exploiting the RUSH Programs.



 


		(b)	RUSH
                                            further agrees that it will not, at any time during the Term and for a period of two (2)
                                            years after the expiration of this Agreement, solicit or induce any CMAS and/or RUSH CMAS
                                            Academy Customers or CMAS affiliates or partners involved directly or indirectly in CMAS
                                            or the RUSH CMAS Academy customers to terminate their relationship or decrease the level
                                            of business transacted with CMAS or the RUSH CMAS Academy customers at CMAS



 




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		(c)	In
                                            the event any covenant herein shall be determined by any court of competent jurisdiction
                                            to be unenforceable by reason of its extending for too great a period of time or over too
                                            great a geographical area or by reason of its being too extensive in any other respect, it
                                            shall be interpreted to extend only over the maximum period of time for which it may be enforceable,
                                            and/or over the maximum geographical area as to which it may be enforceable and/or to the
                                            maximum extent in all other respects as to which it may be enforceable, all as determined
                                            by such court in such action.



 


		(d)	RUSH
                                            acknowledges and agrees that a breach of the covenants contained herein will cause irreparable
                                            damage to CMAS, the exact amount of which will be difficult to ascertain, and that the remedies
                                            at law for any such breach will be inadequate. Accordingly, RUSH agrees and acknowledges
                                            a breach of the covenants contained herein, in addition to any other remedy which may be
                                            available at law or in equity, CMAS shall be entitled to specific performance and injunctive
                                            relief, without posting bond or other security or showing actual damages.



 


	9.	SERVICE
                                            FEES. CMAS shall generate and retain the RUSH Revenues for its sole account and benefit.
                                            The parties agree that the opportunity for CMAS to generate and retain the RUSH Revenues
                                            is in consideration of the performance by CMAS of all the services and obligations under
                                            this Agreement.



 


	10.	LICENSE
                                            FEES, SCHEDULES OF PAYMENTS



 


Subject
to the terms and conditions of this Agreement and in consideration of the license and other rights granted to CMAS thereby, CMAS agrees
to pay to RUSH a fixed fee of $20,000.00 annually, for a total fee of $400,000.00 over the full Term (if such Term and all the
Renewals are not earlier terminated as provided herein), payable in $1,666.67 equal installments of , each on or before the first day
of each month during the Term, prorated for partial months (s).


 




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	11.	DEFAULT.
                                            If either party at any time during the term hereof shall (a) fail to make any payment
                                            of a sum of money herein specified to be made, or (b) fail to observe or perform any of the
                                            covenants, agreements or obligations hereunder (other than the payment of money), the non-defaulting
                                            party may terminate this Agreement as follows: as to (a) if such payment is not made within
                                            ten (10) days after the defaulting party shall have received written notice of such failure
                                            to make payment, or as to (b) if such default is not cured within thirty (30) days after
                                            the defaulting party shall have received written notice specifying in reasonable detail the
                                            nature of such default. In order to be a sufficient notice hereunder, any such written notice
                                            shall specify in reasonable detail each item of default and shall specify the provision of
                                            this Agreement which applies to each item of default, and shall specify in reasonable detail
                                            the action the defaulting party is required to take in order to cure each item of default.
                                            The termination rights set forth in this Clause 9 shall not constitute the exclusive remedy
                                            on the non-defaulting party hereunder, however, and if default is made by either party hereunder,
                                            the other may resort to such other remedies as are available to such non-defaulting party
                                            at law or in equity, including, without limitation, seeking injunctive relief if warranted.
                                            Either party shall have the right to terminate this Agreement for cause (as hereinafter defined)
                                            upon thirty (30) days’ written notice to the other, which notice shall specify in reasonable
                                            detail the reasons underlying such termination. For the purpose of this Agreement “cause”
                                            shall mean (a) the willful and continued failure by the defaulting party to perform its duties
                                            hereunder, provided the non-defaulting party has timely performed all of its obligations
                                            hereunder, or, (b) the engagement by the defaulting party in willful misconduct or gross
                                            negligence which is materially injurious to the non-defaulting party. Termination of this
                                            Agreement under the provisions of this Clause 11 shall be without prejudice and any rights
                                            or claims which the terminating party may otherwise have against the defaulting party.



 




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	12.	ESTABLISHMENT
                                            OF A MEN’S PROFESSIONAL SOCCER TEAM



 


The
parties agree to work together to establish a RUSH-branded men’s professional soccer team (the “Pro Team”). Such team
shall be owned by a wholly owned subsidiary of CMAS and shall be managed, for the duration of the Term, by Schulz (only while Schulz
is an employee in good standing of Altitude). The parties will mutually agree on any additional partners or investors deemed to be necessary
by the parties for the purpose of establishing the Pro Team. In the event of a Funding Failure, RUSH may, if it chooses not to terminate
this Agreement as provided herein, choose to work with a third party on a Pro Team while otherwise continuing under this Agreement.


 


	13.	USE
                                            OF THE RUSH IDENTIFICATION AFTER TERMINATION. Notwithstanding anything to the contrary
                                            contained herein, and except as otherwise expressly provided, from and after the termination
                                            of this Agreement for any reason, all of the rights of CMAS to the use of the RUSH Identification
                                            shall cease after a reasonable wind down period and CMAS shall not thereafter use or refer
                                            to the RUSH Identification or the name RUSH in advertising or promotion or in any other manner
                                            whatsoever. Notwithstanding the foregoing, upon a termination by RUSH due to a Funding Failure,
                                            CMAS may use the RUSH Identification for a period of 180 days thereafter while transitioning
                                            away from the use of the RUSH Identification.



 


	14.	INSTRUCTIONAL
                                            EQUIPMENT AND SUPPLIES.



 


		(a)	RUSH
                                            shall provide CMAS with access to any preferred vendor relationship for designated soccer
                                            equipment, training tools and soccer apparel for the CMAS staff uniform and personal equipment
                                            usage.



 


	15.	INDEPENDENT
                                            CONTRACTOR. RUSH and CMAS acknowledge and agree that CMAS is an independent contractor
                                            and is not an employee, partner or co-venture of RUSH, and CMAS is being engaged only for
                                            the purposes and to the extent set forth in this Agreement. Except as set forth in this Agreement,
                                            neither CMAS nor any of its employees shall be considered as having an employee or agent
                                            status with RUSH unless written approval is obtained from CMAS, and neither CMAS nor any
                                            of its employees shall be entitled to participate in any plans, arrangements or distributions
                                            of RUSH by virtue of the provisions of this Agreement. RUSH and CMAS agree that during the
                                            Term of this Agreement, each will be responsible for the withholding and payment of any and
                                            all local, state federal, FICA, FUTA, SUTA, unemployment or other taxes from its employees
                                            only.



 




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	16.	ENTIRE
                                            AGREEMENT. This instrument constitutes the entire Agreement between the parties and cannot
                                            be modified except by a written instrument signed by all the parties hereto.



 


	17.	FORCE
                                            MAJEURE 



 


		(a)	No
                                            party shall be liable or responsible to the other party, or be deemed to have defaulted under
                                            or breached this Agreement, for any failure or delay in fulfilling or performing any term
                                            of this Agreement (except for any obligations to make payments to the other party hereunder),
                                            when and to the extent such failure or delay is caused by or results from acts beyond the
                                            impacted party’s (“Impacted Party”) reasonable control, including,
                                            without limitation, the following force majeure events (“Force Majeure Event(s)”):
                                            (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities
                                            (whether war is declared or not), terrorist threats or acts, riot or other civil unrest;
                                            (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the
                                            date of this Agreement; and (f) telecommunication breakdowns, power outages or shortages,
                                            lack of warehouse or storage space, inadequate transportation services, or inability or delay
                                            in obtaining supplies of adequate or suitable materials; and (g) other similar events beyond
                                            the reasonable control of the Impacted Party.



 


		(b)	The
                                            Impacted Party shall give notice within three (3) days of the Force Majeure Event to the
                                            other party, stating the period of time the occurrence is expected to continue. The Impacted
                                            Party shall use diligent efforts to end the failure or delay and ensure the effects of such
                                            Force Majeure Event are minimized. The Impacted Party shall resume the performance of its
                                            obligations as soon as reasonably practicable after the removal of the cause. In the event
                                            that the Impacted Party’s failure or delay remains uncured for a period of ten (10)
                                            consecutive days following written notice given by it under this Section 15, the other party
                                            may thereafter terminate this Agreement upon five (5) days’ written notice.



 


	18.	ASSIGNMENT



 


CMAS
and Altitude may not assign this Agreement to a third party without RUSH’s prior written approval, which approval may not be unreasonably
withheld or delayed.


 


	19.	GOVERNING
                                            LAW; PREVAILING PARTY.



 


		(a)	This
                                            Agreement shall be governed by the laws of the state of Florida.



 


		(b)	If
                                            any legal action is ever instituted by either party hereto to enforce, or to seek damages
                                            for the breach of any provisions hereof, the prevailing party in such legal action shall
                                            be promptly reimbursed by the other party for all costs reasonably incurred by the prevailing
                                            party in connection with such legal action, including all fees of professionals (such as
                                            attorneys, accountants, appraisers, and engineers), fees of expert witnesses, travel expenses,
                                            duplicating expenses, courier expenses, and telephone and telefax charges.



 


[Signature
Page to Follow]


 




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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.


 


	Soccer Partners America.	 	CMA Soccer LLC
	 	 	 
	By:	/s/
    Tim Schulz	 	By:	/s/
    Greg Breunich
	Name:	Tim Schulz	 	Date:	March 7, 2022
	Title:	President & Chief Executive Officer	 	 
	Date:	March 5, 2022	 	 
	 	 	 
	Altitude International Holdings, Inc.	 	 
	 	 	 
	By:	/s/ Greg
    Breunich	 	 
	Name:	Greg Breunich	 	 
	Title:	Chief Executive Officer	 	 
	Date:	March 7, 2022	 	 




 




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Schedule
A


 





 


 




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