Exhibit
10.1


 


 


Debt
Exchange Agreement


 


By
and Among


 


Clubhouse
Media Group, Inc.


 


And


 


Amir
Ben-Yohanan


 


 




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TABLE
OF CONTENTS


 




	Article
    I. Definitions and Interpretation	1
	 	 
	 	Section
    1.01 Definitions.	1
	 	Section
    1.02 Interpretive Provisions.	2
	 	 	 
	Article
    II. Debt Exchange	2
	 	 
	 	Section
    2.01 Exchange and Satisfaction.	2
	 	Section
    2.02 Actions at the Closing.	2
	 	Section
    2.03 Closing.	2
	 	 	 
	Article
    III. Representations and Warranties of the Company	3
	 	 
	 	Section
    3.01 Authorization of Transactions.	3
	 	Section
    3.02 Governmental Approvals; Non-contravention.	3
	 	Section
    3.03 Brokers.	3
	 	 	 
	Article
    IV. Representations and Warranties of Creditor	3
	 	 
	 	Section
    4.01 Authorization of Transactions.	3
	 	Section
    4.02 Governmental Approvals; Non-contravention.	4
	 	Section
    4.03 Title to Notes and Exchanged Indebtedness	4
	 	Section
    4.04 Investment Representations.	4
	 	Section
    4.05 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	7
	 	Section
    6.03 Amendments; No Waivers; No Third-Party Beneficiaries.	8
	 	Section
    6.04 Expenses.	8
	 	Section
    6.05 Further Assurances.	8
	 	Section
    6.06 Successors and Assigns; Benefit.	8
	 	Section
    6.07 Governing Law; Etc.	9
	 	Section
    6.08 Survival.	10
	 	Section
    6.10 Severability.	10
	 	Section
    6.11 Entire Agreement.	10
	 	Section
    6.12 Specific Performance.	10
	 	Section
    6.13 Construction.	10
	 	Section
    6.14 Counterparts.	10


 




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Debt
Exchange Agreement


 


This
Debt Exchange Agreement (this “Agreement”) is entered into as of November 16, 2022 (the “Closing Date”), by and
among Clubhouse Media Group, Inc., a Nevada corporation (the “Company”) and Amir Ben-Yohanan (“Creditor”). The
Company and Creditor may be collectively referred to herein as the “Parties” and individually as a “Party.”


 


WHEREAS,
the Creditor is the holder of that certain Promissory Note of the Company, issued on February 2, 2021, in the original aggregate principal
amount of $2,400,000 (“Note 1”) pursuant to which $1,164,042 in principal and interest (the “Indebtedness 1”)
is currently due and owing to Creditor, and Creditor now desires to forgive and exchange all of the Indebtedness 1 in exchange for the
issuance to the Creditor of certain shares of Company’s common stock, par value $0.000001 per share (the “Common Stock”);


 


WHEREAS,
the Creditor is the holder of that certain Promissory Note of the Company, issued on [__________], in the original aggregate principal
amount of $69,124.99 (“Note 2” and together with Note 1, the “Note”) pursuant to which $69,124.99 in principal
(the “Indebtedness 2”) is currently due and owing to Creditor, and no interest is due or payable thereon, and Creditor now
desires to forgive and exchange all of the Indebtedness 2 in exchange for the issuance to the Creditor of certain shares of Common Stock;
and


 


WHEREAS,
Creditor has previously advances funds to the Company in the amount of $575,000 (the “Indebtedness 3” and together with Indebtedness
1 and Indebtedness 2, the “Exchanged Indebtedness”), which Indebtedness 3 is not represented by a promissory note or other
instrument, but which is acknowledged to be owed by the Company to the Creditor, and Creditor now desires to forgive and exchange all
of the Indebtedness 3 in exchange for the issuance to the Creditor of certain shares of Common Stock;


 


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 and Interpretation


 


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.



 






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		(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.
	 	 	 
		(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 Shares and the other transactions contemplated under the
                                            Transaction Documents.
	 	 	 
		(n)	“Transaction
                                            Documents” means this Agreement 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 or Recital shall refer, respectively, to Sections, Subsections or Recitals 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.


 


Article
II. Debt Exchange


 


Section
2.01 Exchange and Satisfaction.


 


		(a)	Effective
                                            as of the Closing Date, the Exchange Indebtedness is hereby deemed paid in full in consideration
                                            of the issuance of the following shares of Common Stock (collectively, the Shares”):



 


		(i)	In
                                            exchange for the Indebtedness 1, [__________] shares of Common Stock;



 


		(ii)	In
                                            exchange for the Indebtedness 2, [__________] shares of Common Stock; and



 


		(iii)	In
                                            exchange for the Indebtedness 3, [__________] shares of Common Stock;



 


		(b)	Effective
                                            as of the Closing Date, Indebtedness 1, Indebtedness 2 and each of the Notes shall be deemed
                                            repaid in full and each of the Notes shall thereafter be deemed automatically terminated
                                            and shall be null and void and of no further force or effect.



 


		(c)	Effective
                                            as of the Closing Date, Indebtedness 3 shall be deemed repaid in full.



 


		(d)	The
                                            Parties acknowledge and agree that the number of Shares issuable as set forth herein has
                                            been calculated based on a price per share of Common Stock of $[____].



 


Section
2.02 Actions at the Closing. At the Closing (as defined below) the Company shall issue to Creditor the Shares via book entry in
the books and records of the Company, and the Parties acknowledge that the Shares shall not be certificated.


 


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, on the Closing Date immediately following the execution of this Agreement.


 






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Article
III. Representations and Warranties of the Company


 


The
Company represents and warrants to Creditor 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 any Laws or Orders to which the Company is subject or (ii) violate, breach or conflict
                                            with any provision of the Company’s organizational documents.



 


Section
3.03 Brokers. 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.


 


Article
IV. Representations and Warranties of Creditor


 


Creditor
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. Creditor is natural person has the requisite power and capacity to execute and deliver the
Transaction Documents to which it is a party and to perform Creditor’s obligations hereunder and thereunder. The execution, delivery
and performance by Creditor 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 Creditor. The Transaction Documents to which Creditor is a party have been duly and
validly executed and delivered by Creditor. Each Transaction Document to which Creditor is a party constitutes the valid and legally
binding obligation of Creditor, enforceable against Creditor 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.


 






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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
                                            Creditor of this Agreement or any other Transaction Document to which Creditor is a party.
	 	 	 
		(b)	The
                                            execution, delivery and performance by Creditor of the Transaction Documents to which Creditor
                                            is a party, and the consummation by Creditor of the Transactions, do not violate any Laws
                                            or Orders to which Creditor is subject.



 


Section
4.03 Title to Notes and Exchanged Indebtedness. Creditor is the record and beneficial owner and holder of the Notes and the Exchanged
Indebtedness, free and clear of all Liens. No part of any of the Notes or the Exchanged Indebtedness is subject to pre-emptive or similar
rights and Creditor does not have any pre-emptive rights or similar rights to purchase or receive any interest in any of the Notes or
the Exchanged Indebtedness.


 


Section
4.04 Investment Representations.


 


		(a)	Creditor
                                            understands and agrees that the consummation of this Agreement including the delivery of
                                            the Shares to Creditor as contemplated hereby constitutes the offer and sale of securities
                                            under the Securities Act and applicable state statutes and that the Shares are being acquired
                                            for Creditor’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)	Creditor
                                            is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
                                            D under the Securities Act (an “Accredited Investor”).
	 	 	 
		(c)	Creditor
                                            understands that the Shares are being offered and sold to Creditor 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 Creditor’s
                                            compliance with, the representations, warranties, agreements, acknowledgments and understandings
                                            of Creditor set forth herein in order to determine the availability of such exemptions and
                                            the eligibility of Creditor to acquire the Shares.
	 	 	 
		(d)	Creditor
                                            and Creditor’s advisors, if any, have been furnished with all materials relating to
                                            the business, finances and operations of the Company and materials relating to the offer
                                            and sale of the Shares which have been requested by Creditor or Creditor’s advisors.
                                            Creditor and Creditor’s advisors, if any, have been afforded the opportunity to ask
                                            questions of the Company. Creditor understands that Creditor’s investment in the Shares
                                            involves a significant degree of risk.



 






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		(e)	At
                                            no time was Creditor 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. Creditor is not purchasing the Shares acquired by Creditor
                                            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 Shares
                                            acquired by Creditor 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.
	 	 	 
		(f)	Creditor
                                            is acquiring the Shares for Creditor’s 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 Shares. Further, Creditor 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 Shares.
	 	 	 
		(g)	Creditor
                                            understands that (i) the sale or re-sale of the Shares has not been and is not being registered
                                            under the Securities Act or any applicable state securities laws, and the Shares may not
                                            be transferred unless (1) the Shares are sold pursuant to an effective registration statement
                                            under the Securities Act, (2) Creditor shall have delivered to the Company, at the cost of
                                            Creditor, an opinion of counsel that shall be in form, substance and scope customary for
                                            opinions of counsel in comparable transactions to the effect that the Shares to be sold or
                                            transferred may be sold or transferred pursuant to an exemption from such registration, which
                                            opinion shall be accepted by the Company, (3) the Shares are sold or transferred to an “affiliate”
                                            (as defined in Rule 144 promulgated under the Securities Act (or a successor rule) (“Rule
                                            144”)) of Creditor who agrees to sell or otherwise transfer the Shares only in accordance
                                            with this Section and who is an Accredited Investor, (4) the Shares are sold pursuant to
                                            Rule 144, (5) the Shares are sold pursuant to Regulation S under the Securities Act (or a
                                            successor rule) (“Regulation S”), or (6) the Shares are sold pursuant to the
                                            exemption from registration afforded under Section 4(a)(1) or Section 4(a)(7) of the Securities
                                            Act, and Creditor shall have delivered to the Company, at the cost of Creditor, an opinion
                                            of counsel that shall be in form, substance and scope customary for opinions of counsel in
                                            corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of
                                            such Shares made in reliance on Rule 144 may be made only in accordance with the terms of
                                            said Rule and further, if said Rule is not applicable, any re-sale of such Shares under circumstances
                                            in which the seller (or the person through whom the sale is made) may be deemed to be an
                                            underwriter (as that term is defined in the Securities Act) may require compliance with some
                                            other exemption under the Securities Act or the rules and regulations of the Securities and
                                            Exchange Commission thereunder; and (iii) neither the Company nor any other person is under
                                            any obligation to register such Shares under the Securities Act or any state securities laws
                                            or to comply with the terms and conditions of any exemption thereunder (in each case).
	 	 	 
		(h)	Creditor
                                            understands that no public market now exists for the Shares, and that the Company has made
                                            no assurances that a public market will ever exist for the Shares.
	 	 	 
		(i)	Creditor,
                                            either alone or together with Creditor’s 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 Shares, and has so evaluated the merits and
                                            risks of such investment. Creditor is able to bear the economic risk of an investment in
                                            the Shares and, at the present time, is able to afford a complete loss of such investment.
	 	 	 
		(j)	Creditor
                                            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 Shares or the suitability
                                            of the investment in the Shares nor have such authorities passed upon or endorsed the merits
                                            of the transactions set forth herein.
	 	 	 
		(k)	Any
                                            legend required by the securities laws of any state to the extent such laws are applicable
                                            to the Shares represented by the certificate so legended shall be included on any certificates
                                            representing the Shares. Creditor also understands that the Shares may bear the following
                                            or a substantially similar legend:



 






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THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED
UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED
UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY
TO THE COMPANY, SUCH QUALIFICATION AND REGISTRATION ARE NOT REQUIRED. ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
IS FURTHER SUBJECT TO OTHER RESTRICTIONS, TERMS AND CONDITIONS WHICH ARE NOT SET FORTH HEREIN.


 


Section
4.05 Brokers. Creditor 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 of the other 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 or the other Transaction Documents,
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 or the other Transaction Documents 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 or the other Transaction Documents, 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 and Scott Hoey


201
Santa Monica Blvd., Suite 300


Santa
Monica, California 90401


Email:
amir_yoh@yahoo.com and shoey@westofhudsonproperties.com


 


If
to Creditor, to the address for Creditor as set forth in the books and records of the Company.


 


		(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 the other Transaction
Documents 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.


 






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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 all 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
                                            or the other Transaction Documents. No exercise of any right or remedy with respect to a
                                            breach of this Agreement or the other Transaction Documents 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 the other Transaction Documents
                                            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 this Agreement, all costs and expenses incurred in connection with
this Agreement or the other Transaction Documents shall be paid by the Party incurring such cost or expense.


 


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. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their
respective successors and permitted assigns. No Party shall have any power or any right to assign or transfer, in whole or in part, this
Agreement, or any of its rights or any of its obligations hereunder, including, without limitation, any right to pursue any claim for
damages pursuant to this Agreement or the transactions contemplated herein, or to pursue any claim for any breach or default of this
Agreement, or any right arising from the purported assignor’s due performance of its obligations hereunder, without the prior written
consent of the other Party and any such purported assignment in contravention of the provisions herein shall be null and void and of
no force or effect.


 






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Section
6.07 Governing Law; Etc.


 


		(a)	This
                                            Agreement, and any and all claims, proceedings or causes of action relating to this Agreement
                                            or arising from this Agreement or the transactions contemplated herein, including, without
                                            limitation, tort claims, statutory claims and contract claims, shall be interpreted, construed,
                                            governed and enforced under and in accordance with the substantive and procedural Laws of
                                            the State of Nevada in each case as in effect from time to time and as the same may be amended
                                            from time to time, without giving effect to the principles of conflicts of law of the State
                                            of Nevada or any other State or jurisdiction.
	 	 	 
		(b)	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 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 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.


 


Section
6.11 Entire Agreement. This Agreement and the other 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 and the other
Transaction Documents were not performed in accordance with the terms hereof and that each Party shall be entitled to seek specific performance
of the terms hereof and thereof 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.


 


Section
6.14 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all
of which taken together shall be but a single instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf
or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and
any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


[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/
    Scott Hoey
	 	Name:	Scott
    Hoey
	 	Title:	Chief
    Financial Officer
	 	 
	 	Amir
    Ben-Yohanan
	 	 
	 	By:	/s/
    Amir Ben-Yohanan
	 	Name:	Amir
    Ben-Yohanan




 






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