Exhibit
10.1


 


CONSULTING
AGREEMENT


 


Dated
as of April 2, 2021


 


This
Consulting Agreement (“Agreement”) is made and entered into as of the date first set forth above (the “Effective
Date”), by and between (i) Clubhouse Media Group, Inc., a Nevada corporation (the “Company”) and (ii) Andrew
Omori (“Consultant”). Each of the Company and Consultant may be referred to herein individually as a “Party”
and collectively as the “Parties.”


 


WHEREAS,
Consultant is in the business of providing services for management consulting and business advisory; and


 


WHEREAS,
the Company deems it to be in its best interest to retain Consultant to render to the Company such services as may be needed;
and


 


WHEREAS,
the Parties agree, after having a complete understanding of the services desired and the services to be provided, that the Company
desires to retain Consultant to provide such assistance through its services for the Company, and Consultant is willing to provide
such services to the Company;


 


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


 


		1.	Engagement.
                                         In exchange for the compensation as set forth herein and subject to the other terms and
                                         conditions hereinafter set forth, the Company hereby engages Consultant during the Term
                                         (as defined below), on a non-exclusive basis, to render the Services set forth in Section
                                         2 as an independent contractor of the Company, and Consultant hereby accepts such engagement.



 


		2.	Services.



 


		(a)	Subject
                                         to the terms and conditions and for the Term, Consultant shall provide the Company with
                                         the following services and such additional services as agreed to by the Company and Consultant
                                         in writing following the Effective Date (collectively, the “Services”), in
                                         each case subject to the other limitations below:



 


		(i)	Consultant
                                         shall provide general corporate advice on strategic matters to the Company; and



 


		(ii)	Consultant
                                         shall serve as an advisor to the Board of Directors of the Company (the “Board”).



 


		(b)	Notwithstanding
                                         the definition of the “Services” as set forth above, it is acknowledged and
                                         agreed by the Company that Consultant carries no professional licenses, and is not rendering
                                         legal advice or performing accounting services, nor acting as an investment advisor or
                                         broker/dealer within the meaning of the applicable state and federal securities laws.
                                         The Services of Consultant shall not be exclusive nor shall Consultant be required to
                                         render any specific number of hours or assign specific personnel to the Company or its
                                         projects



 




    	 



    	 



    

 


		(c)	Notwithstanding
                                         the definition of the “Services” as set forth above, the Consultant shall
                                         specifically not provide any of the following services to the Company: (i) negotiation
                                         for the sale of any the Company’s securities or participation in discussions between
                                         the Company and the potential investors; (ii) assisting in structuring any transactions
                                         involving the sale of the Company’s securities; (iii) engage in any pre-screening
                                         of potential investors to determine their eligibility to purchase any securities or engaging
                                         in any pre-selling efforts for the Company’s securities; (iv) discuss details of
                                         the nature of the securities sold or whether recommendations were made concerning the
                                         sale of the securities; (v) engage in due diligence activities; (vi) provide advice relating
                                         to the valuation of or the financial advisability of any investments in the Company;
                                         or (vii) handle any funds or securities on behalf of the Company.



 


		(d)	Subject
                                         to the terms and conditions of this Agreement (including without limitation Section 2(e)),
                                         Consultant will use his commercially reasonable efforts to provide the Services using
                                         the best of its professional skills and in a manner consistent with generally accepted
                                         standards for the performance of such work.



 


		(e)	Consultant
                                         shall devote such of Consultant’s time and effort necessary to the discharge of
                                         Consultant’s duties hereunder. The Company acknowledges that Consultant is engaged
                                         in other business activities, and that it will continue such activities during the term
                                         of this Agreement. Consultant shall not be restricted from engaging in other business
                                         activities during the term of this Agreement.



 





	 	3.	Term; Termination.






 


		(a)	The
                                         term of this Agreement shall commence on the Effective Date and shall continue for a
                                         period of one year thereafter (“Term”), unless sooner terminated in accordance
                                         with the terms herein. The Term may be renewed upon the mutual written agreement of the
                                         Parties via an amendment of this Agreement.



 


		(b)	This
                                         Agreement and the Term may be terminated at any time by either Party upon notice to the
                                         other Party.



 


		(c)	Upon
                                         the termination or expiration of the Term, the Parties shall have no further obligations
                                         hereunder other than those which arose prior to such termination or which are explicitly
                                         set forth herein as surviving any such termination or expiration.



 





	 	4.	Compensation and Expenses.



 


		(a)	During
                                         the Term, as full and complete compensation for Consultant’s agreement to perform
                                         the services, the Company shall issue to Consultant certain shares of common stock, par
                                         value $0.001 per share, of the Company (the “Common Stock”) as follows:



 


		(i)	At
                                         the end of each one month period of the Term (each, a “Monthly Period”),
                                         the Company shall issue to Consultant a number of shares of Common Stock equal to (i)
                                         $30,000 divided by (ii) the VWAP (as defined below) as of the last day of such Monthly
                                         Period or the date of earlier termination or expiration of this Agreement, as applicable
                                         (the “Shares”).



 


		(ii)	The
                                         Shares issuable for any portion of a Monthly Period shall be pro-rated, such that, by
                                         way of example and not limitation, if this Agreement is terminated half way through a
                                         Monthly Period, then as of such termination, the Company shall issue to Consultant a
                                         number of shares of Common Stock equal to (i) $15,000 divided by (ii) the VWAP as of
                                         the date of such termination.



 




    	 



    	 



    

 


		(iii)	The
                                         Shares shall be issued within fifteen (15) [Business Days][NOT DEFINED] of the end of
                                         such Monthly Period or within fifteen (15) Business Days of the earlier termination or
                                         expiration of this Agreement if such date is not at the end of a Monthly Period, and
                                         such issuances of Shares shall be subject to the provisions of Section 4(b).



 


		(b)	The
                                         Parties acknowledge and agree that the Company has filed a registration statement on
                                         Form S-8 with the Securities and Exchange Commission (the “Form S-8), with respect
                                         to certain shares that may be issued to employees, consultants and other personnel providing
                                         services to the Company. [66% of the Shares issued to Consultant for each Monthly Period
                                         (or portion thereof) shall be shares of Common Stock registered on the Form S-8, and
                                         the remaining 33% of the Shares issued to Consultant for each Monthly Period (or portion
                                         thereof) shall be unregistered shares of Common Stock.]



 


		(c)	For
                                         purposes herein, the term “VWAP” shall mean for any date, the price determined
                                         by the first of the following clauses that applies:



 


		(i)	If
                                         the Common Stock is then listed for trading on the OTC Markets or a United States or
                                         Canadian national securities exchange (as applicable, the “Trading Market”),
                                         then the volume-weighted average (rounded to the nearest $0.0001) closing price of the
                                         Common Stock on such Trading Market during the 5 Trading Day (as defined below) period
                                         immediately prior to the applicable measurement date, as reported by such Trading Market
                                         or other reputable source;



 


		(ii)	if
                                         the Common Stock is not then listed or quoted for trading on a Trading Market, and if
                                         prices for the Common Stock are then reported in the “Pink Sheets” published
                                         by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions
                                         of reporting prices), the most recent bid price per share of the Common Stock so reported;
                                         and



 


		(iii)	if
                                         the VWAP cannot be calculated for such security on such date on bases as set forth in
                                         Section 4(c)(i) or Section 4(c)(ii), the VWAP of such security on such date shall be
                                         the fair market value of such security as mutually determined in good faith by the Board
                                         and the Consultant after taking into consideration factors they may each deem appropriate,
                                         and provided that if the Company and the Shareholders’ Representative cannot so
                                         agree then such dispute shall be settled in accordance with the provisions for resolutions
                                         of disputes as set forth in the Agreement.



 




    	 



    	 



    

 


		(d)	All
                                         such determinations of the VWAP as set forth in Section 4(c)(i) or Section 4(c)(ii) shall
                                         be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization
                                         or other similar transaction during such period.



 


		(e)	For
                                         purposes herein, “Trading Day” means any day on which the Common Stock (or
                                         any replacement security pursuant to Section 4(f)) is traded on the Trading Market or
                                         is otherwise reported on “pink sheets” by OTC Markets Group Inc. (formerly
                                         Pink Sheets LLC) or a similar organization or agency succeeding to its functions of reporting
                                         prices.



 


		(f)	If,
                                         at any time prior to the determination of the VWAP, there shall be any merger, consolidation,
                                         or an exchange of shares, recapitalization or reorganization pursuant to a merger or
                                         consolidation, or other similar event, as a result of which shares of Common Stock shall
                                         be changed into the same or a different number of shares of another class or classes
                                         of stock or securities of the Company or another entity, or in case of any sale or conveyance
                                         of all or substantially all of the assets or more than 50% of the total outstanding shares
                                         of the Company other than in connection with a plan of complete liquidation of the Company,
                                         then the Consultant shall thereafter have the right to receive, if otherwise applicable
                                         hereunder, upon the basis and upon the terms and conditions specified herein and in lieu
                                         of the shares of Common Stock, such replacement stock, securities or assets, with equitable
                                         adjustments being made thereto with respect to the VWAP, as determined by the Company
                                         and the Consultant, and in the event that the shares of Common Stock shall be changed
                                         into the same or a different number of shares of another class or classes of stock or
                                         securities of the Company or another entity any references herein to the Common Stock,
                                         whether standing alone or as a part of another defined term, shall be deemed a reference
                                         to such replacement stock or securities.



 


		(g)	During
                                         the Term the Company will reimburse the Consultant’s travel and other reasonable
                                         expenses related to Consultant’s performance under this Agreement, on a monthly
                                         basis, within 30 days of Consultant’s submission to Company of invoices and receipts
                                         related to said expenses in form as reasonably acceptable to the Company. All expenses
                                         must be approved in writing by the Company in advance of Consultant incurring said expenses,
                                         and any expenses not pre-approved in writing by Company shall not be reimbursed and shall
                                         be Consultant’s sole responsibility.



 


		(h)	The
                                         issuance of the Shares, and the Company’s obligation to issue the Shares at any
                                         time, shall be subject to the pre-condition, if elected in writing by the Company within
                                         2 Business Days of expiration of the applicable Monthly Period or the expiration or termination
                                         of this Agreement, that Consultant shall have delivered to the Company as of the applicable
                                         date of issuance a certificate of the Consultant executed by an authorized officer of
                                         Consultant, in form and substance as reasonably acceptable to the Company, certifying
                                         and confirming that the representations and warranties of the Consultant as set forth
                                         in Section 7(c) are true and correct in all respects as of the date of such issuance.



 


		(i)	The
                                         Shares shall be issued in book-entry format and shall not be certificated.



 


		(j)	Consultant
                                         shall be responsible for any and all taxes incurred by or payable by Consultant with
                                         respect to all compensation or reimbursement of expenses or any other payments made to
                                         Consultant hereunder. Consultant shall be responsible for the payment of all taxes required
                                         to be paid in connection with the issuance or vesting of the Shares.



 




    	 



    	 



    

 


		5.	No
                                         Employee Status. The Parties also acknowledge and agree that Consultant is an independent
                                         contractor and is not an employee or agent of Company in Consultant’s position
                                         as a consultant and advisor. As such, Company shall not be liable for any employment
                                         tax, withholding tax, social security tax, worker’s compensation or any other tax,
                                         insurance, expense or liability with respect to any or all compensation, reimbursements
                                         and remuneration Consultant may receive hereunder, all of which shall be the sole responsibility
                                         of Consultant. Consultant is solely responsible for the reporting and payment of, all
                                         pertinent federal, state, or local self-employment or income taxes, licensing fees, or
                                         any other taxes or assessments levied by governmental authorities, as well as for all
                                         other liabilities or payments related to those services, except as provided in this Agreement.
                                         The Parties also acknowledge and agree that Consultant is not a licensed securities broker
                                         or salesperson, and that Consultant will not be participating in, nor compensated for,
                                         any unlicensed securities sales activities other than those permitted under any of the
                                         exemptions set forth in applicable securities laws.



 


		6.	Relationship
                                         of the Parties.



 


		(a)	Consultant
                                         is retained by the Company only for the purposes of and to the extent set forth in this
                                         Agreement, and Consultant’s relation to the Company during the period of Consultant’s
                                         engagement hereunder shall be that of an independent contractor. Consultant shall not,
                                         nor, as applicable, shall any of Consultant’s agents, have employee status with
                                         the Company or be entitled to participate in any plans, arrangements or distributions
                                         by the Company pertaining to or in connection with any pension, stock, bonus, profit-sharing
                                         or similar benefits as may be available to the Company’s employees. Consultant
                                         shall be responsible for the reporting and payment of all income and self-employment
                                         taxes for all compensation paid to Consultant hereunder.



 


		(b)	This
                                         Agreement does not create a relationship of principal and agent, joint venture, partnership
                                         or employment between the Company and Consultant. Consultant’ engagement hereunder
                                         is not a franchise or business opportunity. Neither Party shall be liable for any obligations
                                         incurred by the other except as expressly provided herein.



 


		(c)	Consultant
                                         shall not have authority to enter into contracts binding the Company or to create any
                                         obligations or incur liabilities on behalf of the Company. Consultant shall not act or
                                         represent himself, directly or by implication, as an agent of the Company with any authority
                                         other than as set forth expressly in this Agreement.



 


		(d)	Any
                                         person hired by Consultant shall be the employee of Consultant and not of the Company,
                                         and all compensation, payroll taxes, facilities and related expenses for any such employee
                                         shall be the sole responsibility of Consultant.



 


		(e)	Consultant
                                         acknowledges that it is not an officer, director or agent of Company, it is not, and
                                         will not, be responsible for any management decisions on behalf of Company, and may not
                                         commit Company to any action. Company represents that Consultant does not have, through
                                         stock ownership or otherwise, the power neither to control Company, nor to exercise any
                                         dominating influences over its management.



 




    	 



    	 



    

 


7.
Representations and Warranties.


 


		(a)	Representations
                                         and Warranties of the Company. Company represents and warrants hereunder that this
                                         Agreement and the transactions contemplated hereunder have been duly and validly authorized
                                         by all requisite corporate action; upon issuance, the Shares will be fully paid and non-assessable;
                                         that Company has the full right, power and capacity to execute, deliver and perform its
                                         obligations hereunder; and that this Agreement, upon execution and delivery of the same
                                         by Company, will represent the valid and binding obligation of Company enforceable in
                                         accordance with its terms, subject to the application of bankruptcy, insolvency, reorganization,
                                         moratorium or other similar laws affecting the enforcement of creditors’ rights
                                         generally and general principles of equity, regardless of whether enforceability is considered
                                         in a proceeding at law or in equity (the “Enforceability Exceptions”). The
                                         representations and warranties set forth herein shall survive the termination or expiration
                                         of this Agreement.



 


		(b)	General
                                         Representations and Warranties of Consultant. Consultant represents and warrants
                                         hereunder that this Agreement and the transactions contemplated hereunder have been duly
                                         and validly authorized by all requisite action; that Consultant has the full right, power
                                         and capacity to execute, deliver and perform Consultant’s obligations hereunder;
                                         and that this Agreement, upon execution and delivery of the same by Consultant, will
                                         represent the valid and binding obligation of Consultant enforceable in accordance with
                                         its terms, subject to the Enforceability Exceptions. Consultant represents and warrants
                                         that all personnel or agents of Consultant who perform any activities on behalf of the
                                         Company hereunder or otherwise are legally authorized and permitted to work in the United
                                         States and for the benefit of the Company hereunder. The representations and warranties
                                         set forth herein shall survive the termination or expiration of this Agreement.



 


		(c)	Representation
                                         and Warranties of Consultant Related to the Shares. The representations and warranties
                                         set forth in this Section 7(c) are made on the Effective Date and thereafter shall be
                                         deemed re-made and re-given by Consultant to the Company on and as of each date that
                                         any Shares are issued to Consultant hereunder.



 


		(i)	Consultant
                                         is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
                                         D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities
                                         Act”).



 


		(ii)	Consultant
                                         hereby represents that the Shares awarded pursuant to this Agreement are being acquired
                                         for Consultant’s own account and not for sale or with a view to distribution thereof.
                                         Consultant acknowledges and agrees that any sale or distribution of shares of Shares
                                         may be made only pursuant to either (a) a registration statement on an appropriate form
                                         under the Securities Act, which registration statement has become effective and is current
                                         with regard to the shares being sold, or (b) a specific exemption from the registration
                                         requirements of the Securities Act that is confirmed in a favorable written opinion of
                                         counsel, in form and substance satisfactory to counsel for the Company, prior to any
                                         such sale or distribution.



 




    	 



    	 



    

 


		(iii)	Consultant
                                         understands that the Shares are being offered to Consultant 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 Consultant’s
                                         compliance with, the representations, warranties, agreements, acknowledgments and understandings
                                         of the Consultant set forth herein in order to determine the availability of such exemptions
                                         and the eligibility of the Consultant to acquire the Shares.



 


		(iv)	Consultant
                                         has been furnished with all documents and materials relating to the business, finances
                                         and operations of the Company and information that Consultant requested and deemed material
                                         to making an informed investment decision regarding Consultant’s acquisition of
                                         the Shares. Consultant has been afforded the opportunity to review such documents and
                                         materials and the information contained therein. Consultant has been afforded the opportunity
                                         to ask questions of the Company and its management. Consultant understands that such
                                         discussions, as well as any written information provided by the Company, were intended
                                         to describe the aspects of the Company’s business and prospects which the Company
                                         believes to be material, but were not necessarily a thorough or exhaustive description
                                         and the Company makes no representation or warranty with respect to the completeness
                                         of such information and makes no representation or warranty of any kind with respect
                                         to any information provided by any entity other than the Company. Some of such information
                                         may include projections as to the future performance of the Company, which projections
                                         may not be realized, may be based on assumptions which may not be correct and may be
                                         subject to numerous factors beyond the Company’s control. Additionally, Consultant
                                         understands and represents that Consultant is acquiring the Shares notwithstanding the
                                         fact that the Company may disclose in the future certain material information that the
                                         Consultant has not received. Consultant has sought such accounting, legal and tax advice
                                         as it has considered necessary to make an informed investment decision with respect to
                                         Consultant’s investment in the Shares. Consultant has full power and authority
                                         to make the representations referred to herein, to acquire the Shares and to execute
                                         and deliver this Agreement. Consultant, either personally, or together with Consultant’s
                                         advisors has such knowledge and experience in financial and business matters as to be
                                         capable of evaluating the merits and risks of an investment in the Shares, is able to
                                         bear the risks of an investment in the Shares and understands the risks of, and other
                                         considerations relating to, a purchase of the Shares. Consultant and Consultant’s
                                         advisors have had a reasonable opportunity to ask questions of and receive answers from
                                         the Company concerning the Shares. Consultant’s financial condition is such that
                                         Consultant is able to bear the risk of holding the Shares that Consultant may acquire
                                         pursuant to this Agreement for an indefinite period of time, and the risk of loss of
                                         Consultant’s entire investment in the Company. Consultant has investigated the
                                         acquisition of the Shares to the extent Consultant deemed necessary or desirable and
                                         the Company has provided Consultant with any reasonable assistance Consultant has requested
                                         in connection therewith. No representations or warranties have been made to Consultant
                                         by the Company, or any representative of the Company, or any securities broker/dealer,
                                         other than as set forth in this Agreement.



 




    	 



    	 



    

 


		(v)	Consultant
                                         acknowledges and agrees that an investment in the Shares is highly speculative and involves
                                         a high degree of risk of loss of the entire investment in the Company and there is no
                                         assurance that a public market for the Shares will ever develop and that, as a result,
                                         Consultant may not be able to liquidate Consultant’s investment in the Shares should
                                         a need arise to do so. Consultant is not dependent for liquidity on any of the amounts
                                         Consultant is investing in the Shares. Consultant has full power and authority to make
                                         the representations referred to herein, to acquire the Shares and to execute and deliver
                                         this Agreement. Consultant understands that the representations and warranties herein
                                         are to be relied upon by the Company as a basis for the exemptions from registration
                                         and qualification of the issuance and sale of the Shares under the federal and state
                                         securities laws and for other purposes.



 


		(vi)	Consultant
                                         understands that no United States federal or state agency or any other government or
                                         governmental agency has passed upon or made any recommendation or endorsement of the
                                         Shares.



 


		(vii)	Consultant
                                         understands that until such time as the Shares has been registered under the Securities
                                         Act or may be sold pursuant to Rule 144, Rule 144A under the Securities Act or Regulation
                                         S without any restriction as to the number of securities as of a particular date that
                                         can then be immediately sold, the Shares may bear a restrictive legend in substantially
                                         the following form (and a stop-transfer order may be placed against transfer of the certificates
                                         for such Shares):



 


“NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I)
IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
(B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS
NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT. NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT
SECURED BY THE SECURITIES.”


 




    	 



    	 



    

 


		8.	Non-Solicitation.
                                         In recognition and consideration of Company’s existing business and other legitimate
                                         business interests, Consultant agrees that, for the Term and for a period of 2 years
                                         thereafter, Consultant shall not, directly or indirectly solicit or discuss with any
                                         employee of Company the employment of such Company employee by any other commercial enterprise
                                         other than Company, nor recruit, attempt to recruit, hire or attempt to hire any such
                                         Company employee on behalf of any commercial enterprise other than Company. Nothing in
                                         this Section 8 shall prohibit Consultant for undertaking a general recruitment advertisement
                                         provided that the foregoing is not targeted towards any person identified above, or from
                                         hiring, employing or engaging any such person who responds to such general recruitment
                                         advertisement. Consultant admits and agrees that Consultant’s breach of the provisions
                                         of this Section 8 would result in irreparable harm to Company. Accordingly, in the event
                                         of Consultant’s breach or threatened breach of this Section 8, Consultant agrees
                                         that Company shall be entitled to seek an injunction restraining such breach or threatened
                                         breach without the necessity of posting a bond or other security. Further, in the event
                                         of Consultant’s breach, the duration of the restrictions contained in this Section
                                         8 shall be extended for the entire time that the breach existed so that Company is provided
                                         with the full time period provided herein. In addition to injunctive relief, Company
                                         shall be entitled to any other remedy available in law or equity by reason of Consultant’s
                                         breach or threatened breach of the restrictions contained in this Section 8. If the Company
                                         retains an attorney to enforce the provisions of this Section 8, the Company shall be
                                         entitled to recover its reasonable attorneys’ fees and costs so incurred from Consultant
                                         upon the entry of a final non-appealable order finding that Consultant breached this
                                         Section 8.Consultant represents and warrants that it has carefully read and considered
                                         the provisions of this Section 8 and, having done so, agrees that the restrictions set
                                         forth in this Section 8 are fair and reasonable and are reasonably required for the protection
                                         of the legitimate business interests of the Company. In the event that a court of competent
                                         jurisdiction shall determine that any of the foregoing restrictions are unenforceable,
                                         the Parties hereto agree that it is their desire that such court substitute an enforceable
                                         restriction in place of any restriction deemed unenforceable, and that the substitute
                                         restriction be deemed incorporated herein and enforceable against Consultant. It is the
                                         intent of the Parties that the court, in so determining any such enforceable substitute
                                         restriction, recognize that it is their intent that the foregoing restrictions be imposed
                                         and maintained to the greatest extent possible.



 


		9.	Trade
                                         Names and Trademarks. Consultant agrees that it will use only such trade names, trademarks
                                         or other designations of the Company or any simulations thereof as may be authorized
                                         in writing by the Company. All such use shall be in accordance with the Company’s
                                         instructions and any such authorization may be withdrawn or modified at any time. Consultant
                                         will, in the event this Agreement is terminated, cease all use of any of the Company’s
                                         trade names, trademarks or other designations or other simulations thereof. Consultant
                                         will not register or attempt to register or assert any right of ownership in any of the
                                         Company’s trade names, trademarks or other designations or any simulations thereof.



 


		10.	Confidential
                                         Information.



 





	 	(a)	For purposes of this Agreement, and except as provided below, “Confidential Information” of the Company shall mean
any confidential, proprietary or trade secret information, data or know-how which relates to the business, research, services,
products, customers, suppliers, employees, or financial information of the Company or any of its subsidiaries or parent entities,
including, but not limited to, product or service specifications, designs, drawings, prototypes, computer programs, models, business
plans, marketing plans, financial data, financial statements, financial forecasts and statistical information, in each case that
is marked as confidential, proprietary or secret, or with an alternate legend or marking indicating the confidentiality thereof
or which, from the nature thereof should reasonably be expected to be confidential or proprietary, and any other Material Non-Public
Information (as defined below), in each case which is disclosed by the Company or on its behalf, before or after the date hereof,
to Consultant either in writing, orally, by inspection or in any other form or medium. Any technical or business information of
a third person furnished or disclosed to Consultant in connection with the provision of the Services shall be deemed “Confidential
Information” of the Company unless otherwise specifically indicated in writing to the contrary.



 




    	 



    	 



    

 


		(b)	For
                                         purposes of this Agreement, and except as provided below, “Material Non-Public
                                         Information” shall mean any information obtained by Consultant hereunder, whether
                                         otherwise constituting Confidential Information or not, with respect to which there is
                                         a substantial likelihood that a reasonable investor would consider such information important
                                         or valuable in making any of his, her or its investment decisions or recommendations
                                         to others with respect to the Company or any of its equity securities or debt, or any
                                         derivatives thereof, or information that is reasonably certain to have a substantial
                                         effect on the price of the Company’s securities or debt, or any derivatives thereof,
                                         whether positive or negative.



 


		(c)	For
                                         a period of eighteen (18) months from the date of its receipt, Consultant agrees to use
                                         the Confidential Information only for the purpose of performing the Services (the “Purpose”)
                                         and shall use reasonable care not to disclose Confidential Information to any non-affiliated
                                         third party, such care to be at least equal to the care exercised by Consultant as to
                                         Consultant’s own Confidential Information, which standard of care shall not be
                                         less than the current industry standard in effect as of the date of such receipt. Consultant
                                         agrees that it shall make disclosure of any such Confidential Information only to employees
                                         (including temporary and leased employees subject to a confidentiality obligation), officers,
                                         directors, attorneys and wholly owned subsidiaries (collectively, “Representatives”),
                                         to whom disclosure is reasonably necessary for the Purpose. Consultant shall appropriately
                                         notify such Representatives that the disclosure is made in confidence and shall be kept
                                         in confidence in accordance with this Agreement. Consultant shall be responsible for
                                         the failure of Consultant’s Representatives to comply with the terms of this Agreement.



 


		(d)	In
                                         addition, Consultant agrees that, for as long as any information, including Confidential
                                         Information, continues to meet the definition of Confidential Information as set forth
                                         herein, Consultant shall not (1) buy or sell any securities or derivative securities
                                         of or related to the Company or any of its subsidiaries or parent entities, or any interest
                                         therein based on such Confidential Information or (2) undertake any actions or activities
                                         that would reasonably be expected to result in a violation of the Securities Act or the
                                         rules and regulations thereunder, or of the Securities Exchange Act of 1934, as amended,
                                         including, without limitation, Section 10(b) thereunder, or the rules and regulations
                                         thereunder, including, without limitation, Rule 10b-5 promulgated thereunder.



 


		(e)	Without
                                         the prior consent of the Company, Consultant shall not remove any proprietary, copyright,
                                         trade secret or other protective legend from the Confidential Information.



 


	 	(f)	 Consultant acknowledges that the Confidential Information disclosed hereunder may constitute “Technical Data” and
may be subject to the export laws and regulations of the United States. Consultant agrees it will not knowingly export, directly
or indirectly, any Confidential Information or any direct product incorporating any Confidential Information, whether or not otherwise
permitted under this Agreement, to any countries, agencies, groups or companies prohibited by the United States Government unless
proper authorization is obtained.






 




    	 



    	 



    

 


		(g)	Nothing
                                         herein shall be construed as granting to Consultant or Consultant’s affiliates
                                         any right or license to use or practice any of the information defined herein as Confidential
                                         Information and which is subject to this Agreement as well as any trade secrets, know-how,
                                         copyrights, inventions, patents or other intellectual property rights now or hereafter
                                         owned or controlled by the of the Company. Except as allowed by applicable law, Consultant
                                         shall not use any tradename, service mark or trademark of the of the Company or refer
                                         to the of the Company in any promotional or sales activity or materials without first
                                         obtaining the prior written consent of the Company.



 


		(h)	Notwithstanding
                                         anything herein to the contrary, the obligations imposed in this Agreement shall not
                                         apply to any information that:



 


		(i)	was
                                         already in the possession of Consultant at the time of disclosure without restrictions
                                         on its use or is independently developed by Consultant after the effective date of this
                                         Agreement, provided that the person or persons developing same have not used any information
                                         received from the Company in such development, or is rightfully obtained from a source
                                         other than from the Company;



 


		(ii)	is
                                         in the public domain at the time of disclosure or subsequently becomes available to the
                                         general public through no fault of Consultant;



 


		(iii)	is
                                         obtained by Consultant from a third person who is under no obligation of confidence to
                                         the Company; or



 


		(iv)	is
                                         disclosed without restriction by the Company.



 


		(i)	Notwithstanding
                                         anything herein to the contrary, Consultant may disclose such Confidential Information
                                         (i) as required to enforce its rights under this Agreement or (ii) as required to be
                                         disclosed pursuant to the order of a court or administrative body of competent jurisdiction
                                         or a government agency, provided that Consultant shall notify the Company prior to such
                                         disclosure and shall cooperate with the Company in the event the Company elects to legally
                                         contest, request confidential treatment, or otherwise avoid such disclosure and shall
                                         thereafter only disclose such portion of the Confidential Information as legally required
                                         to disclose.



 


		(j)	Upon
                                         termination of this Agreement for any reason or upon request by the Company made at any
                                         time, all Confidential Information, together with any copies of same as may be authorized
                                         herein, shall be returned to the Company, or destroyed and certified as such by an officer
                                         of Consultant. Consultant may retain one copy of all written Confidential Information
                                         for Consultant’s files for reference in the event of a dispute hereunder.



 


		(k)	As
                                         between the Company and Consultant, the Confidential Information and any Derivative thereof
                                         (as defined below), whether created by the Company or Consultant, will remain the property
                                         of the Company. For purposes of this Agreement, “Derivative” shall mean:
                                         (i) for copyrightable or copyrighted material, any translation, abridgement, revision
                                         or other form in which an existing work may be recast, transformed or adapted, and which
                                         constitutes a derivative work under the Copyright laws of the United States; (ii) for
                                         patentable or patented material, any improvement thereon; and (iii) for material which
                                         is protected by trade secret, any new material derived from such existing trade secret
                                         material, including new material which may be protected by copyright, patent and/or trade
                                         secret.



 




    	 



    	 



    

 





	 	11.	Intellectual Property Rights.



 


		(a)	Disclosure
                                         of Work Product. As used in this Agreement, the term “Work Product” means
                                         any invention, whether or not patentable, know-how, designs, mask works, trademarks,
                                         formulae, processes, manufacturing techniques, trade secrets, ideas, artwork, software
                                         or any copyrightable or patentable works. Consultant agrees that all Work Product that
                                         is solely or jointly conceived, made, reduced to practice, or learned by Consultant in
                                         the course of the provision of the Services or any work performed for the Company (“Company
                                         Work Product”) shall be Company property. Consultant agrees (a) to use Consultant’s
                                         best efforts to maintain such Company Work Product in trust and strict confidence; (b)
                                         not to use Company Work Product in any manner or for any purpose not reasonably related
                                         to the Services; and (c) not to disclose any such Company Work Product to any third party
                                         without first obtaining the Company’s express written consent on a case-by-case
                                         basis.



 


		(b)	Ownership
                                         of Company Work Product. Consultant agrees that any and all Company Work Product
                                         conceived, written, created or first reduced to practice in the performance of work under
                                         this Agreement shall be deemed “work for hire” under applicable law and shall
                                         be the sole and exclusive property of the Company.



 


		(c)	Assignment
                                         of Company Work Product. Consultant irrevocably assigns to the Company all right,
                                         title and interest worldwide in and to the Company Work Product and all applicable intellectual
                                         property rights related to the Company Work Product, including without limitation, copyrights,
                                         trademarks, trade secrets, patents, moral rights, contract and licensing rights (the
                                         “Proprietary Rights”). Except as set forth below, Consultant retains no rights
                                         to use the Company Work Product and agrees not to challenge the validity of the Company’s
                                         ownership in the Company Work Product. Consultant hereby grants to the Company a perpetual,
                                         non-exclusive, fully paid-up, royalty-free, irrevocable and world-wide right, with rights
                                         to sublicense through multiple tiers of sublicensees, to reproduce, make derivative works
                                         of, publicly perform, and display in any form or medium whether now known or later developed,
                                         distribute, make, use and sell any and all Consultant owned or controlled Work Product
                                         or technology that Consultant uses to complete the services and which is necessary for
                                         the Company to use or exploit the Company Work Product.



 


		(d)	Assistance.
                                         Consultant agrees to cooperate with the Company or its designee(s), both during and after
                                         the Term, in the procurement and maintenance of Company’s rights in Company Work
                                         Product and to execute, when requested, any other documents deemed necessary by Company
                                         to carry out the purpose of this Agreement. Consultant will assist the Company in every
                                         proper way to obtain, and from time to time enforce, United States and foreign Proprietary
                                         Rights relating to Company Work Product in any and all countries. Consultant’s
                                         obligation to assist Company with respect to Proprietary Rights relating to such Company
                                         Work Product in any and all countries shall continue beyond the termination of this Agreement,
                                         but the Company shall compensate Consultant at a reasonable rate to be mutually agreed
                                         upon after such termination for the time actually spent by Consultant at the Company’s
                                         request on such assistance.



 




    	 



    	 



    

 


		(e)	Execution
                                         of Documents. In the event the Company is unable for any reason, after reasonable
                                         effort, to secure Consultant’s signature on any document requested by the Company
                                         pursuant to this Section 11 within seven (7) days of the Company’s initial request
                                         to Consultant, Consultant hereby irrevocably designates and appoints the Company and
                                         its duly authorized officers and agents as its agent and attorney in fact, which appointment
                                         is coupled with an interest, to act for and on Consultant’s behalf solely to execute,
                                         verify and file any such documents and to do all other lawfully permitted acts to further
                                         the purposes of this Section with the same legal force and effect as if executed by Consultant.
                                         Consultant hereby waives and quitclaims to the Company any and all claims, of any nature
                                         whatsoever, which Consultant now or may hereafter have for infringement of any Proprietary
                                         Rights assignable hereunder to the Company.



 


		(f)	Consultant
                                         Representations and Warranties. Consultant hereby represents and warrants that: (i)
                                         Company Work Product will be an original work of Consultant or all applicable third parties
                                         will have executed assignments of rights reasonably acceptable to the Company; (ii) neither
                                         the Company Work Product nor any element thereof will infringe the intellectual property
                                         rights of any third party; (iii) neither the Company Work Product nor any element thereof
                                         will be subject to any restrictions or to any mortgages, liens, pledges, security interests,
                                         encumbrances or encroachments; and (iv) Consultant will not grant, directly or indirectly,
                                         any rights or interest whatsoever in the Company Work Product to any third party. Consultant
                                         makes no representation or warranty with respect to any intellectual property incorporated
                                         into Company Work Product by any person other than Consultant or Consultant’s agents.



 





	 	12.	Indemnification.



 


		(a)	Consultant
                                         agrees to indemnify, defend and hold harmless the Company and its officers, directors,
                                         shareholders, employees, representatives and/or agents (the “Company Indemnitees”)
                                         from any claim, liability, loss, cost, damage, judgment, settlement or expense (including
                                         reasonable outside attorney’s fees) resulting from or arising in any way out of
                                         Consultant’s gross negligence or willful misconduct in the performance of the Services.
                                         Consultant further agrees to indemnify and hold harmless the Company Indemnitees from
                                         and against any and all liability or loss suffered by them in connection with Consultant’s
                                         failure to comply with all applicable (to Consultant) federal, state, and local laws
                                         relating to employment, compensation, employment taxes, or contributions.



 


		(b)	The
                                         Company agrees to indemnify, defend and hold Consultant harmless from any claim, liability,
                                         loss, cost, damage, judgment, settlement or expense (including reasonable outside attorney’s
                                         fees) resulting from or arising out of Consultant’s performance of the Services.
                                         Notwithstanding the foregoing, the Company shall have no obligations pursuant to this
                                         Section 12(b) in connection with any matter arising out of or related to Consultant’s
                                         gross negligence, willful misconduct or a material breach of this Agreement.



 





	 	13.	Miscellaneous.



 


		(a)	Notices.
                                         All notices under this Agreement shall be in writing. Notices may be served by certified
                                         or registered mail, postage paid with return receipt requested; by private courier, prepaid;
                                         by other reliable form of electronic communication; or personally. Mailed notices shall
                                         be deemed delivered five (5) days after mailing, properly addressed. Couriered notices
                                         shall be deemed delivered on the date that the courier warrants that delivery will occur.
                                         Electronic communication notices shall be deemed delivered when receipt is either confirmed
                                         by confirming transmission equipment or acknowledged by the addressee or its office.
                                         Personal delivery shall be effective when accomplished. Any Party may change its address
                                         by giving notice, in writing, stating its new address, to the other Party. Subject to
                                         the forgoing, notices shall be sent as follows:



 




    	 



    	 



    

 


If
to the Company:


 


Clubhouse
Media Group, Inc.


Attn:
Amir Ben-Yohanan


201
Santa Monica Blvd., Suite 300


Santa
Monica, California 90401


Email:
amir_yoh@yahoo.com


 


If
to Consultant, to:


 


Andrew
Omori


1819
Polk Street #213


San
Francisco, CA 94109


Email:
andrewomori@gmail.com


 


		(b)	Accuracy
                                         of Statements. Each Party represents and warrants that no representation or warranty
                                         contained in this Agreement, and no statement delivered or information supplied to the
                                         other Party pursuant hereto, contains an untrue statement of material fact or omits to
                                         state a material fact necessary in order to make the statements or information contained
                                         herein or therein not misleading. The representations and warranties made in this Agreement
                                         will be continued and will remain true and complete in all material respects and will
                                         survive the execution of the transactions contemplated hereby.



 


		(c)	Entire
                                         Agreement. This Agreement sets forth all the promises, covenants, agreements, conditions
                                         and understandings between the Parties, and supersedes all prior and contemporaneous
                                         agreements, understandings, inducements or conditions, expressed or implied, oral or
                                         written, except as herein or therein contained.



 


		(d)	Survival.
                                         The provisions of Section 4(a)(ii), Section 4(a)(iii), Section, 7(a), 7(c), Section 8,
                                         Section 9, Section 10, Section 11, Section 12 and Section 13 of this Agreement, and any
                                         additional provisions as required to effect any of such Sections, shall survive any termination
                                         or expiration hereof, and provided that no expiration or termination of this Agreement
                                         shall excuse a Party for any liability for obligations arising prior to such expiration
                                         or termination.



 


		(e)	Binding
                                         Effect; Assignment. This Agreement shall be binding upon the Parties, their heirs,
                                         administrators, successors and assigns. Neither Party may otherwise assign or transfer
                                         its interests herein, or delegate its duties hereunder, without the written consent of
                                         the other Party. Any assignment or delegation of duties in violation of this provision
                                         shall be null and void.



 




    	 



    	 



    

 


		(f)	Amendment.
                                         The Parties hereby irrevocably agree that no attempted amendment, modification, termination,
                                         discharge or change (collectively, “Amendment”) of this Agreement shall be
                                         valid and effective, unless the Parties shall unanimously agree in writing to such Amendment.



 


		(g)	No
                                         Waiver. No waiver of any provision of this Agreement shall be effective unless it
                                         is in writing and signed by the Party against whom it is asserted, and any such written
                                         waiver shall only be applicable to the specific instance to which it relates and shall
                                         not be deemed to be a continuing or future waiver. No failure to exercise and no delay
                                         in exercising on the part of either of the Parties any right, power or privilege under
                                         this Agreement shall operate as a waiver of it, nor shall any single or partial exercise
                                         of any other right, power or privilege preclude any other or further exercise of its
                                         exercise of any other right, power or privilege



 


		(h)	Gender
                                         and Use of Singular and Plural. All pronouns shall be deemed to refer to the masculine,
                                         feminine, neuter, singular or plural, as the identity of the Party or Parties, or their
                                         personal representatives, successors and assigns may require.



 


		(i)	Headings.
                                         The article and section headings contained in this Agreement are inserted for convenience
                                         only and shall not affect in any way the meaning or interpretation of the Agreement.



 


		(j)	Governing
                                         Law; Etc.



 


		(i)	This
                                         Agreement, and all matters based upon, arising out of or relating in any way to the transactions
                                         contemplated herein, including all disputes, claims or causes of action arising out of
                                         or relating to this Agreement or the transactions contemplated herein as well as the
                                         interpretation, construction, performance and enforcement of this Agreement, 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.



 


		(ii)	SUBJECT
                                         TO SECTION [13(k)], 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.



 




    	 



    	 



    

 


		(iii)	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 13(j)(ii).



 


		(iv)	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.



 





	 	(K)	Resolution of Disputes. Except
                               as otherwise provided herein, all controversies, disputes or actions between the Parties arising
                               out of 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 absent manifest error,
                               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 13(k) shall continue in full force and effect subsequent to and notwithstanding the expiration
                               or termination of this Agreement.



 







    	 



    	 



    

 


		(l)	Severability;
                                         Expenses; Further Assurances. If any term, condition or other provision of this Agreement
                                         is determined by a court of competent jurisdiction to be invalid, illegal or incapable
                                         of being enforced by any rule of law or public policy, all other terms, 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 contemplated by this Agreement
                                         is not affected in any manner materially adverse to any Party. Upon such determination
                                         that any term or other 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 a mutually acceptable manner
                                         in order that the transactions contemplated by this Agreement be consummated as originally
                                         contemplated to the fullest extent possible. Except as otherwise specifically provided
                                         in this Agreement, each Party shall be responsible for the expenses it may incur in connection
                                         with the negotiation, preparation, execution, delivery, performance and enforcement of
                                         this Agreement. The Parties shall from time to time do and perform any additional acts
                                         and execute and deliver any additional documents and instruments that may be required
                                         by Law or reasonably requested by any Party to establish, maintain or protect its rights
                                         and remedies under, or to effect the intents and purposes of, this Agreement.



 


		(m)	Specific
                                         Performance. Each Party agrees that irreparable damage may 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.



 


		(n)	Consequential
                                         Damages. EACH PARTY HERETO WAIVES ANY AND ALL CLAIMS AGAINST THE OTHER FOR ANY LOSS,
                                         COST, DAMAGE, EXPENSE, INJURY OR OTHER LIABILITY WHICH IS IN THE NATURE OF INDIRECT,
                                         SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHICH ARE SUFFERED OR INCURRED
                                         AS THE RESULT OF, ARISE OUT OF, OR ARE IN ANY WAY CONNECTED TO THE PERFORMANCE OF THE
                                         OBLIGATIONS UNDER THIS AGREEMENT.



 


		(o)	Attorneys’
                                         Fees. If any Party hereto is required to engage in litigation against any other Party,
                                         either as plaintiff or as defendant, in order to enforce or defend any rights under this
                                         Agreement, and such litigation results in a final judgment in favor of such Party (“Prevailing
                                         Party”), then the party or parties against whom said final judgment is obtained
                                         shall reimburse the Prevailing Party for all direct, indirect or incidental expenses
                                         incurred, including, but not limited to, all attorneys’ fees, court costs and other
                                         expenses incurred throughout all negotiations, trials or appeals undertaken in order
                                         to enforce the Prevailing Party’s rights hereunder.



 


		(p)	Parties
                                         in Interest. This Agreement shall be binding upon and inure solely to the benefit
                                         of each Party, and nothing in this Agreement, express or implied, is intended to confer
                                         upon any other person or entity any rights or remedies of any nature whatsoever under
                                         or by reason of this Agreement other than as specifically set forth herein.



 


		(q)	Execution
                                         in Counterparts, Electronic Transmission. This Agreement may be executed in any number
                                         of counterparts, each of which shall be deemed an original. The signature of any Party
                                         which is transmitted by any reliable electronic means such as, but not limited to, a
                                         photocopy, electronically scanned or facsimile machine, for purposes hereof, is to be
                                         considered as an original signature, and the document transmitted is to be considered
                                         to have the same binding effect as an original signature or an original document.



 


[Signatures
appear on following page]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.


 


	 	Clubhouse
    Media Group, Inc.
	 	 	 
	 	By:	/s/
    Christian Young
	 	Name:
    	Christian
    Young
	 	Title:
    	President
	 	 	 
	 	Andrew
    Omori
	 	 	 
	 	By:	/s/
    Andrew Omori
	 	Name:	Andrew
    Omori