Item 1.01 Entry into a Material Agreement.

On July 27, 2022, Altitude International Holdings, Inc. (the "Company") executed a Third Addendum to Purchase and Sale Agreement (the "Addendum") with Sandpiper Resort Properties, Inc. and Holiday Village of Sandpiper, Inc. (collectively, "Sandpiper"), modifying that certain Purchase and Sale Agreement effective as of April 25, 2022 (the "Agreement") for the purchase by the Company of property in Port Saint Lucie, Florida (the "Property"). The Property being sold is the Property on which the Company's facilities are currently located and where the Company currently operates and includes approximately 216 acres and approximately 3,000 feet of waterfront property.

Under the terms of the Addendum, the Agreement is modified such that the Company shall pay a Third Deposit of $250,000 to Sandpiper by July 29, 2022. The Company's total deposit shall then be $1,250,000. Additionally, the parties have agreed that the Closing Date shall be August 31, 2022.

Further, section 12.12.2 and 12.12.3 of the Agreement, discussing Material Loss and Nonmaterial Loss respectively, are amended by the Addendum. Section 12.12.2 is changed such that if the Casualty Renovation Cost exceeds $250,000 and either party elects not to pay the excess then either party may terminate the Agreement by Notice delivered to the other party, in which case the Deposit shall be returned to the Company. Pursuant to the amended 12.12.3 section, if the Casualty Renovation Cost is less than or equal to $250,000, neither party shall have any right to terminate the Agreement.

The remaining terms of the Agreement remain unchanged.

Item 9.01 Financial Statements and Exhibits.





Exhibit No.   Description

10.1            Third Addendum To Purchase And Sale Agreement
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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