Exhibit
10.1


 





 



 





Securities
Purchase Agreement


 


By
and Among


 


Clubhouse
Media Group, Inc.


 


And


 


GS
Capital Partners, LLC


 


Dated
as of March 22, 2021


 





 



 













    	 	 	 



    	 



    

 


TABLE
OF CONTENTS


 


	Article
    I. 	DEFINITIONS	1
	 	 	 
	Section
    1.01 	Definitions.	1
	Section
    1.02 	Interpretive
    Provisions.	2
	 	 	 
	Article
    II. 	PURCHASE
    AND SALE; AGREEMENTS	3
	 	 	 
	Section
    2.01 	Purchase
    and Sale.	3
	Section
    2.02	Deliverables
    at Closing.	3
	Section
    2.03 	Closing.	3
	Section
    2.04 	Use
    of Proceeds.	3
	 	 	 
	Article
    III. 	REPRESENTATIONS
    AND WARRANTIES OF THE COMPANY	4
	 	 	 
	Section
    3.01 	Authorization
    of Transactions.	4
	Section
    3.02 	Governmental
    Approvals; Non-contravention.	4
	Section
    3.03 	Brokers.	4
	 	 	 
	Article
    IV. 	REPRESENTATIONS
    AND WARRANTIES OF BUYER	5
	 	 	 
	Section
    4.01 	Authorization
    of Transactions.	5
	Section
    4.02 	Governmental
    Approvals; Non-contravention.	5
	Section
    4.03	Investment Representations.	5
	Section
    4.04 	Brokers.	6
	 	 	 
	Article
    V. 	INDEMNIFICATION	6
	 	 	 
	Section
    5.01	General
    Indemnification.	6
	Section
    5.02 	Procedures
    for Indemnification.	6
	Section
    5.03 	Payment.	7
	Section
    5.04 	Effect
    of Knowledge on Indemnification.	7
	 	 	 
	Article
    VI. 	MISCELLANEOUS	7
	 	 	 
	Section
    6.01 	Notices.	7
	Section
    6.02 	Attorneys’
    Fees	8
	Section
    6.03 	Amendments;
    No Waivers; No Third-Party Beneficiaries.	8
	Section
    6.04 	Expenses.	8
	Section
    6.05 	Further
    Assurances.	9
	Section
    6.06 	Successors
    and Assigns; Benefit.	9
	Section
    6.07 	Governing
    Law; Etc.	9
	Section
    6.08 	Survival.	10
	Section
    6.09 	Resolution
    of Disputes.	10
	Section
    6.10 	Severability.	10
	Section
    6.11 	Entire
    Agreement.	11
	Section
    6.12 	Specific
    Performance.	11
	Section
    6.13 	Construction.	11
	Section
    6.14 	Counterparts.	11
	 	 	 
	Exhibit
    A	Form
    of Promissory Note	13


 




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SECURITIES
PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (this “Agreement”) is entered into as of March 22, 2021 (the “Closing Date”),
by and among Clubhouse Media Group, Inc., a Nevada corporation (the “Company”) and GS Capital Partners, LLC, a New
York limited liability company (“Buyer”). The Company and the Buyer may be collectively referred to herein as the
“Parties” and individually as a “Party”.


 


WHEREAS,
the Company desires to issue and sell to the Buyer a convertible promissory note of the Company and certain shares of common stock,
par value $0.001 per share of the Company (the “Common Stock”) on the terms set forth herein and the Buyer wishes
to purchase such securities on the terms and conditions provided for herein and the Parties desire to undertake the other actions
and enter into the other agreements as set forth herein;


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:


 


Article
I. DEFINITIONS


 


Section
1.01 Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms, as used herein, have
the following meanings:


 


	 	(a)	“Affiliate”
    means, with respect to a specified Person, any other Person that directly or indirectly Controls, is Controlled by or is under
    common Control with, the specified Person.
	 	 	 
	 	(b)	“Business
    Day” means any day except Saturday, Sunday and any legal holiday or a day on which banking institutions in Nevada generally
    are authorized or required by Law or other governmental actions to close.
	 	 	 
	 	(c)	“Contract”
    means any contract, commitment, understanding or agreement (whether oral or written).
	 	 	 
	 	(d)	“Control”
    means (a) the possession, directly or indirectly, of the power to vote 10% or more of the securities or other equity interests
    of a Person having ordinary voting power, (b) the possession, directly or indirectly, of the power to direct or cause the
    direction of the management and policies of a Person, by contractor otherwise, or (c) being a director, officer, executor,
    trustee or fiduciary (or their equivalents) of a Person or a Person that controls such Person.
	 	 	 
	 	(e)	“Governmental
    Entity” means any federal, state, municipal, local or foreign government and any court, tribunal, arbitral body, administrative
    agency, department, subdivision, entity, commission or other governmental, government appointed, quasi-governmental or regulatory
    authority, reporting entity or agency, domestic, foreign or supranational.
	 	 	 
	 	(f)	“Law”
    means any applicable foreign, federal, state or local law (including common law), statute, treaty, rule, directive, regulation,
    ordinances and similar provisions having the force or effect of law or an Order of any Governmental Entity.
	 	 	 
	 	(g)	“Liabilities”
    means liabilities, obligations or responsibilities of any nature whatsoever, whether direct or indirect, matured or un-matured,
    fixed or unfixed, known or unknown, asserted or un asserted, choate or inchoate, liquidated or unliquidated, secured or unsecured,
    absolute, contingent or otherwise, including any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage,
    deficiency, cost or expense.


 




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	 	(h)	“Lien”
    means, with respect to any property or asset, any lien, security interest, mortgage, pledge, charge, claim, lease, agreement,
    right of first refusal, option, limitation on transfer or use or assignment or licensing, restrictive easement, charge or
    any other restriction of any kind, and any conditional sale or voting agreement or proxy, and including any restriction on
    the ownership, use, voting, transfer, possession, receipt of income or other exercise of any attributes of ownership, in respect
    of such property or asset, and any agreement to give any of the foregoing.
	 	 	 
	 	(i)	“Losses”
    means any losses, damages, deficiencies, Liabilities, assessments, fines, penalties, judgments, actions, claims, costs, disbursements,
    fees, expenses or settlements of any kind or nature, including legal, accounting and other professional fees and expenses.
	 	 	 
	 	(j)	“Order”
    means any judgment, writ, decree, determination, award, compliance agreement, settlement agreement, injunction, ruling, charge,
    judicial or administrative order, determination or other restriction of any Governmental Entity or arbitrator.
	 	 	 
	 	(k)	“Person”
    means a natural person, a corporation, a limited liability company, a partnership, an association, a trust or any other entity
    or organization, including a government or political subdivision or any agency or instrumentality thereof.
	 	 	 
	 	(l)	“Securities
    Act” means the United States Securities Act of 1933, as amended, and the rules and regulation promulgated thereunder.
	 	 	 
	 	(m)	“Transactions”
    means the purchase and sale of the Securities and the other transactions contemplated under the Transaction Documents.
	 	 	 
	 	(n)	“Transaction
    Documents” means this Agreement, the Note and any other agreement, document, certificate or writing delivered or to
    be delivered in connection with this Agreement and any other document related to the Transactions related to the forgoing,
    including, without limitations, those delivered at the Closing.


 


Section
1.02 Interpretive Provisions. Unless the express context otherwise requires, the words “hereof,” “herein,”
and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole
and not to any particular provision of this Agreement; terms defined in the singular shall have a comparable meaning when used
in the plural, and vice versa; the terms “Dollars” and “$” mean United States Dollars, unless otherwise
specified herein; references herein to a specific Section, Subsection, Recital or Exhibit shall refer, respectively, to Sections,
Subsections, Recitals or Exhibits of this Agreement; wherever the word “include,” “includes,” or “including”
is used in this Agreement, it shall be deemed to be followed by the words “without limitation”; references herein
to any gender shall include each other gender; references herein to any Person shall include such Person’s heirs, executors,
personal representatives, administrators, successors and assigns; provided, however, that nothing contained in this Section 1.02
is intended to authorize any assignment or transfer not otherwise permitted by this Agreement; references herein to a Person in
a particular capacity or capacities shall exclude such Person in any other capacity; references herein to any contract or agreement
(including this Agreement) mean such contract or agreement as amended, supplemented or modified from time to time in accordance
with the terms thereof; with respect to the determination of any period of time, the word “from” means “from
and including” and the words “to” and “until” each means “to but excluding”; references
herein to any Law or any license mean such Law or license as amended, modified, codified, reenacted, supplemented or superseded
in whole or in part, and in effect from time to time; and references herein to any Law shall be deemed also to refer to all rules
and regulations promulgated thereunder.


 




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Article
II. PURCHASE AND SALE; AGREEMENTS


 


Section
2.01 Purchase and Sale.


 


	 	(a)	Subject
    to the terms and conditions of this Agreement, at the Closing (as defined below), the Company shall issue and sell to Buyer
    a convertible promissory note of the Company in the form as attached hereto as Exhibit A (the “Note”) in the aggregate
    principal amount of $577,778.00 for a purchase price of $520,000.00 (the “Purchase Price”), reflecting a $57,778.00
    original issue discount.
	 	 	 
	 	(b)	Subject
    to the terms and conditions of this Agreement, at the Closing, the Company shall issue and sell to Buyer 100,000 shares of
    Common Stock of the Company (the “Shares” and, together with the Note, the “Securities”) at a purchase
    price of $0.001 per Share, for a resulting total purchase price of $100.00 (the “Share Purchase Price” and, together
    with the Note Purchase Price, the “Purchase Price”).


 


Section
2.02 Deliverables at Closing.


 


	 	(a)	At
    the Closing, Buyer shall deliver to the Company:


 


	 	(i)	The
    Purchase Price via a check payable to the Company or wire transfer pursuant to the wire transfer instructions as provided
    by the Company to Buyer, provided, however, that the Parties acknowledge and agree that the Company has agreed to pay $10,000
    to the Buyer to reimburse the Buyer for Buyer’s costs in connection with the Transactions, and therefore Buyer shall
    be entitled to retain such amount from the Purchase Price paid at the Closing; and
	 	 	 
	 	(ii)	a
    copy of the Note, duly executed by an authorized officer of the Buyer.


 


	 	(b)	At
    the Closing, the Company shall:


 


	 	(i)	Deliver
    to the Buyer a copy of the Note, duly executed by an authorized officer of the Company; and
	 	 	 
	 	(ii)	Issue
    the Shares to the Buyer and take such actions as required to cause the Buyer to be recorded as the beneficial and record holder
    of the Shares.


 






Section
2.03 Closing. On the terms set forth herein, the closing of the Transactions (the “Closing”) shall take place
by conference call and electronic communication (i.e., emails/pdf) or facsimile, with exchange of original signatures to follow
by mail, on the Closing Date and effective as of 11:59 p.m. Eastern time, on such date.



 


Section
2.04 Use of Proceeds. The Company covenants and agrees that it shall utilize the Purchase Price to pay for auditing fees
and other necessary costs to get the Company’s SEC filings up to date and compliant, and to pay for legal, organizational
and marketing costs for a planned Regulation A offering.


 




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Article
III. REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


The
Company represents and warrants to Buyer that the following representations and warranties contained in this Article III are true
and correct as of the Closing Date:


 


Section
3.01 Authorization of Transactions. The Company is a corporation duly authorized and in good standing in the State of Nevada
and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and to perform
its obligations hereunder and thereunder. The execution, delivery and performance by the Company of the applicable Transaction
Documents and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of
the Company. The Transaction Documents to which the Company is a party have been duly and validly executed and delivered by The
Company. Each Transaction Document to which the Company is a party constitutes the valid and legally binding obligation of the
Company, enforceable against the Company in accordance with its terms and conditions, except to the extent enforcement thereof
may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights or by the
principles governing the availability of equitable remedies.


 


Section
3.02 Governmental Approvals; Non-contravention.


 


	 	(a)	No
    consent, Order, action or non-action of, or filing, notification, declaration or registration with, any Governmental Entity
    or Person is necessary for the execution, delivery or performance by the Company of this Agreement or any other Transaction
    Document to which the Company is a party.
	 	 	 
	 	(b)	The
    execution, delivery and performance by the Company of the Transaction Documents to which the Company is a party, and the consummation
    by the Company of the Transactions, do not (i) violate or conflict with any Law or Order to which the Company may be subject,
    (ii) constitute a violation or breach of, be in conflict with, constitute or create (with or without due notice or lapse of
    time or both) a default (or give rise to any right of termination, modification, cancellation or acceleration) of any obligation
    under any Contract to which the Company is a party or to which the Company is subject or by which the Company’s properties,
    assets or rights are bound or (iii) result in the creation or imposition of any Lien upon any of the rights, properties or
    assets of the Company.


 


Section
3.03 Brokers. Other than Boustead Securities, LLC, the Company has not engaged, or caused to be incurred any Liability
or obligation to, any investment banker, finder, broker or sales agent or any other Person in connection with the origin, negotiation,
execution, delivery or performance of the Transaction Documents to which it is a party, or the Transactions.


 




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Article
IV. REPRESENTATIONS AND WARRANTIES OF BUYER


 


Buyer
represents and warrants to the Company that the following statements contained in this Article IV are true and correct as of the
Closing Date:


 


Section
4.01 Authorization of Transactions. Buyer is a limited liability company, duly qualified under the laws of the State of
New York, and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and
to perform its obligations hereunder and thereunder. The execution, delivery and performance by Buyer of the applicable Transaction
Documents and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of
Buyer. The Transaction Documents to which Buyer is a party have been duly and validly executed and delivered by Buyer. Each Transaction
Document to which Buyer is a party constitutes the valid and legally binding obligation of Buyer, enforceable against Buyer in
accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency
or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable
remedies.


 


Section
4.02 Governmental Approvals; Non-contravention.


 


	 	(a)	No
    consent, Order, action or non-action of, or filing, notification, declaration or registration with, any Governmental Entity
    is necessary for the execution, delivery or performance by Buyer of this Agreement or any other Transaction Document to which
    Buyer is a party.
	 	 	 
	 	(b)	The
    execution, delivery and performance by Buyer of the Transaction Documents to which Buyer is a party, and the consummation
    by Buyer of the Transactions, do not violate any Laws or Orders to which Buyer is subject or violate, breach or conflict with
    any provision of Buyer’s organizational documents.


 


Section
4.03 Investment Representations.


 


	 	(a)	Buyer
    understands and agrees that the consummation of this Agreement including the delivery of the Securities as contemplated hereby
    constitute the offer and sale of securities under the Securities Act and applicable state statutes and that the Securities
    are being acquired for Buyer’s own account and not with a present view towards the public sale or distribution thereof,
    except pursuant to sales registered or exempted from registration under the Securities Act.
	 	 	 
	 	(b)	Buyer
    is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act.
	 	 	 
	 	(c)	Buyer
    understands that the Securities are being offered and sold to Buyer in reliance upon specific exemptions from the registration
    requirements of United States federal and state securities Laws and that the Company is relying upon the truth and accuracy
    of, and Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of
    Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of Buyer to acquire the
    Securities.


 




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	 	(d)	At
    no time was Buyer presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement,
    or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection
    and concurrently with such communicated offer. Buyer is not purchasing the Securities acquired by Buyer hereunder as a result
    of any “general solicitation” or “general advertising,” as such terms are defined in Regulation D
    under the Securities Act, which includes, but is not limited to, any advertisement, article, notice or other communication
    regarding the Securities acquired by Buyer hereunder published in any newspaper, magazine or similar media or on the internet
    or broadcast over television, radio or the internet or presented at any seminar or any other general solicitation or general
    advertisement.
	 	 	 
	 	(e)	Buyer
    is acquiring the Securities for its own account as principal, not as a nominee or agent, for investment purposes only, and
    not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has
    a direct or indirect beneficial interest in the Securities. Further, Buyer does not have any contract, undertaking, agreement
    or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect
    to the Securities.
	 	 	 
	 	(f)	Buyer,
    either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial
    matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so
    evaluated the merits and risks of such investment.
	 	 	 
	 	(g)	Buyer
    understands that no United States federal or state agency or any other governmental or state agency has passed on or made
    recommendations or endorsement of the Securities or the suitability of the investment in the Securities nor have such authorities
    passed upon or endorsed the merits of the transactions set forth herein.


 


Section
4.04 Brokers. Buyer has not engaged any investment banker, finder, broker or sales agent or any other Person in connection
with the origin, negotiation, execution, delivery or performance of any Transaction Document to which it is a party, or the Transactions.


 


Article
V. INDEMNIFICATION


 


Section
5.01 General Indemnification. Each Party (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless
the other Party and such other Party’s Affiliates and each of their respective directors, officers, managers, partners,
employees, agents, equity holders, successors and assigns (each, an “Indemnified Party”), from and against any and
all Losses incurred or suffered by any Indemnified Party arising out of, based upon or resulting from any breach of any representation
or warranty of the Indemnifying Party herein or breach by the Indemnifying Party of, or any failure the Indemnifying Party to
perform, any of the covenants, agreements or obligations contained in or made pursuant to this Agreement or the Transaction Documents
by the Indemnifying Party.


 


Section
5.02 Procedures for Indemnification. In the event that an Indemnified Party shall incur or suffer any Losses in respect
of which indemnification may be sought under this Article V against the Indemnifying Party, the Indemnified Party shall assert
a claim for indemnification by providing a written notice (the “Notice of Loss”) to the Indemnifying Party stating
the nature and basis of such indemnification. The Notice of Loss shall be provided to the Indemnifying Party as soon as practicable
after the Indemnified Party becomes aware that it has incurred or suffered a Loss.


 




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Section
5.03 Payment. Upon a determination of liability under this Article V the Indemnifying Party shall pay or cause to be paid
to the Indemnified Party the amount so determined within five (5) Business Days after the date of such determination. If there
should be a dispute as to the amount or manner of determination of any indemnity obligation owed under this Agreement, the Indemnifying
Party shall nevertheless pay when due such portion, if any, of the obligation that is not subject to dispute. Upon the payment
in full of any amounts due under this Article V with respect to any claim, the Indemnifying Party shall be subrogated to the rights
of the Indemnified Party against any Person with respect to the subject matter of such claim.


 


Section
5.04 Effect of Knowledge on Indemnification. The right to indemnification, reimbursement or other remedy based upon any
representations, warranties, covenants and obligations set forth in this Agreement shall not be affected by any investigation
conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution
and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty,
covenant or obligation. The waiver of any condition based upon the accuracy of any representation or warranty, or on the performance
of or compliance with any covenant or obligation, shall not affect the right to indemnification, reimbursement or other remedy
based upon such representations, warranties, covenants or obligations.


 


Article
VI. MISCELLANEOUS


 


Section
6.01 Notices.


 


	 	(a)	Any
    notice or other communications required or permitted hereunder shall be in writing and shall be sufficiently given if personally
    delivered to it or sent by email, overnight courier or registered mail or certified mail, postage prepaid, addressed as follows:


 


if
to the Company, to:


 


Clubhouse
Media Group, Inc.


Attn:
Amir Ben-Yohanan


201
Santa Monica Blvd., Suite 30


Santa
Monica, California 90401


Email:
amir_yoh@yahoo.com


 


With
a copy, which shall not constitute notice, to:


 


Anthony
L.G., PLLC


Attn:
John Cacomanolis


625
N. Flagler Drive, Suite 600


West
Palm Beach, FL 33401


Email:
jcacomanolis@anthonypllc.com


 


If
to the Buyer, to:


 


GS
Capital Partners, LLC


Attn:
Gabe Sayegh


30
Washington St. Suite 5L


Brooklyn,
NY 11201


Email:
gabe@gscapitalfund.com


 




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	 	(b)	Any
    Party may change its address for notices hereunder upon notice to each other Party in the manner for giving notices hereunder.
	 	 	 
	 	(c)	Any
    notice hereunder shall be deemed to have been given (i) upon receipt, if personally delivered, (ii) on the day after dispatch,
    if sent by overnight courier, (iii) upon dispatch, if transmitted by email with return receipt requested and received and
    (iv) three (3) days after mailing, if sent by registered or certified mail.


 


Section
6.02 Attorneys’ Fees. In the event that any Party institutes any action or suit to enforce this Agreement or to secure
relief from any default hereunder or breach hereof, the prevailing Party shall be reimbursed by the losing Party for all costs,
including reasonable attorney’s fees, incurred in connection therewith and in enforcing or collecting any judgment rendered
therein.


 


Section
6.03 Amendments; No Waivers; No Third-Party Beneficiaries.


 


	 	(a)	This
    Agreement may be amended, modified, superseded, terminated or cancelled, and any of the terms, covenants, representations,
    warranties or conditions hereof may be waived, only by a written instrument executed by both of the Parties.
	 	 	 
	 	(b)	Every
    right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law,
    or in equity, and may be enforced concurrently herewith, and no waiver by any Party of the performance of any obligation by
    another Party shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or
    existing.
	 	 	 
	 	(c)	Neither
    any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction of any condition herein nor
    any course of dealing shall constitute a waiver of or prevent any Party from enforcing any right or remedy or from requiring
    satisfaction of any condition. No notice to or demand on a Party waives or otherwise affects any obligation of that Party
    or impairs any right of the Party giving such notice or making such demand, including any right to take any action without
    notice or demand not otherwise required by this Agreement. No exercise of any right or remedy with respect to a breach of
    this Agreement shall preclude exercise of any other right or remedy, as appropriate to make the aggrieved Party whole with
    respect to such breach, or subsequent exercise of any right or remedy with respect to any other breach.
	 	 	 
	 	(d)	Notwithstanding
    anything else contained herein, no Party shall seek, nor shall any Party be liable for, consequential, punitive or exemplary
    damages, under any tort, contract, equity, or other legal theory, with respect to any breach (or alleged breach) of this Agreement
    or any provision hereof or any matter otherwise relating hereto or arising in connection herewith.


 



Section
6.04 Expenses. Unless otherwise contemplated or stipulated by a Transaction Document, all costs and expenses incurred in
connection with this Agreement shall be paid by the Party incurring such cost or expense.



 




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Section
6.05 Further Assurances. Following the Closing, each Party shall execute and deliver such documents and other papers and
take such further action as may be reasonably required to carry out the provisions of the Transaction Documents.


 


Section
6.06 Successors and Assigns; Benefit. The provisions of this Agreement shall be binding upon and inure to the benefit of
the Parties and their respective successors and assigns. No Party may assign, delegate or otherwise transfer any of its rights
or obligations under this Agreement without the written consent of the other Party. Other than as specifically set forth herein,
including in Article V, nothing in this Agreement shall confer on any Person other than the Parties, and their respective successors
and assigns, any rights, remedies, obligations, or Liabilities under or by reason of this Agreement.


 


Section
6.07 Governing Law; Etc.


 


	 	(a)	This
    Agreement, and all matters based upon, arising out of or relating in any way to the Transactions or the Transaction Documents,
    including all disputes, claims or causes of action arising out of or relating to the Transactions or the Transaction Documents
    as well as the interpretation, construction, performance and enforcement of the Transaction Documents, shall be governed by
    the laws of the United States and the State of Nevada, without regard to any jurisdiction’s conflict-of-laws principles.
	 	 	 
	 	(b)	SUBJECT
    TO Section 6.09, ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS
    OR THE CONTEMPLATED TRANSACTIONS SHALL BE INSTITUTED SOLELY IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS
    OF THE STATE OF CALIFORNIA, IN EACH CASE LOCATED IN LOS ANGELES COUNTY, CALIFORNIA, AND EACH PARTY IRREVOCABLY SUBMITS TO
    THE PERSONAL JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY
    WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND
    AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN
    BROUGHT IN AN INCONVENIENT FORUM.
	 	 	 
	 	(c)	EACH
    PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
    ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS, THE PERFORMANCE
    THEREOF OR THE FINANCINGS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)
    CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
    OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
    OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
    IN THIS Section 6.07(c).
	 	 	 
	 	(d)	Each
    of the Parties acknowledge that each has been represented in connection with the signing of this waiver by independent legal
    counsel selected by the respective Party and that such Party has discussed the legal consequences and import of this waiver
    with legal counsel. Each of the Parties further acknowledge that each has read and understands the meaning of this waiver
    and grants this waiver knowingly, voluntarily, without duress and only after consideration of the consequences of this waiver
    with legal counsel.


 




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Section
6.08 Survival. The representations and warranties in this Agreement shall survive the Closing for a period of 12 months
from the Closing Date, and no claim for indemnification may be made after such time. All covenants and agreements in this Agreement,
and such provisions herein as required to give effect to the same, will survive until fully performed; provided, however, that,
nothing herein shall prevent a Party from making any claim hereunder, or relieve any other Party from any liability hereunder,
after such time for any breach thereof.


 


Section
6.09 Resolution of Disputes. Except as otherwise provided herein, all controversies, disputes or actions between the Parties
arising out of the Transactions or this Agreement, including their respective Affiliates, owners, officers, directors, agents
and employees, arising from or relating to this Agreement shall on demand of either party be submitted for arbitration to in accordance
with the rules and regulations of the American Arbitration Association. The arbitration shall be conducted by one arbitrator jointly
selected by each Party who is a party to the Dispute, provided, however, that if such Parties are unable to agree on the identity
of the arbitrator within 10 Business Days of commencement of efforts to do so, each Party who is a party to the Dispute shall
select one arbitrator and the arbitrators so selected shall select a final arbitrator, and the final arbitrator shall conduct
the arbitration alone. The Parties agree that, in connection with any such arbitration proceeding, each shall submit or file any
claim which would constitute a compulsory counterclaim (as defined by Rule 13 of the Federal Rules of Civil Procedures) within
the same proceeding as the claim to which it relates. Any such claim which is not submitted or filed in such proceeding shall
be barred. The arbitrator shall be instructed to use every reasonable effort to perform its services within seven days of request,
and, in any case, as soon as practicable. The Parties agree to be bound by the provisions of any limitation on the period of time
by which claims must be brought under Nevada law or any applicable federal law. The arbitrator(s) shall have the right to award
the relief which he or she deems proper, consistent with the terms of this Agreement, including compensatory damages (with interest
on unpaid amounts from due date), injunctive relief, specific performance, legal damages and costs. The award and decision of
the arbitrator(s) shall be conclusive and binding on all Parties, and judgment upon the award may be entered in any court of competent
jurisdiction. Any right to contest the validity or enforceability of this award shall be governed exclusively by the United States
Arbitration Act. The arbitration shall be conducted in Los Angeles, California. The provisions of this Section 6.09 shall continue
in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.


 


Section
6.10 Severability. If any provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of
law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of the Transactions is not affected in any manner adverse to any Party. Upon such determination
that any provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the
Transactions are fulfilled to the extent possible.


 




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Section
6.11 Entire Agreement. The Transaction Documents constitute the entire agreement between the Parties with respect to the
subject matter hereof and thereof and supersede all prior agreements and understandings, both oral and written, between the Parties
with respect to the subject matter hereof and thereof.


 


Section
6.12 Specific Performance. Each Party agrees that irreparable damage would occur if any provision of this Agreement were
not performed in accordance with the terms hereof and that each Party shall be entitled to seek specific performance of the terms
hereof in addition to any other remedy at law or in equity.


 


Section
6.13 Construction. The table of contents and headings contained in this Agreement are for reference purposes only and will
not affect in any way the meaning or interpretation of this Agreement. In the event of a conflict between language or amounts
contained in the body of this Agreement and language or amounts contained in the Exhibits attached hereto, the language or amounts
in the body of the Agreement shall control. References to Articles or Sections shall refer to those portions of this Agreement.
The use of the terms “hereunder,” “hereof,” “hereto” and words of similar import shall refer
to this Agreement as a whole and not to any particular Article, Section or clause of or Exhibit to this Agreement.


 


Section
6.14 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 counterparts have been signed by each of the Parties and delivered to the other
Parties, it being understood that each Party need not sign the same counterpart. A facsimile copy or electronic transmission of
a signature page shall be deemed to be an original signature page.


 


[Signature
page follows]


 




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IN
WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the Closing Date.


 


	 	Clubhouse
    Media Group, Inc.
	 	 	 
	 	By:	/s/
    Amir Ben-Yohanan
	 	Name: 	Amir
    Ben-Yohanan
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	GS
    Capital Partners, LLC
	 	 	 
	 	By:	/s/
    Gabe Sayegh
	 	Name:	Gabe
    Sayegh
	 	Title:	President





 




    	 	12	 



    	 



    




 


Exhibit
A


Promissory
Note


 


(Attached)


 




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