Exhibit
10.2


 


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 NOTE IS FURTHER SUBJECT TO OTHER RESTRICTIONS, TERMS AND CONDITIONS WHICH ARE SET FORTH
HEREIN.


 


	Principal
        Amount: $577,778.00

        Purchase
        Price: $520,000.00

        Original
        Issue Discount: $57,778.00
	Issue
    Date: February 19, 2021


 


Clubhouse
Media Group, Inc.


 


CONVERTIBLE
PROMISSORY NOTE


 


FOR
VALUE RECEIVED, pursuant to the terms and conditions of this Convertible Promissory Note (this “Note”), Clubhouse
Media Group, Inc., a Nevada corporation (the “Company”), hereby promises to pay to the order of GS Capital Partners,
LLC, a New York limited liability company, or registered assigns (the “Holder”), on the first anniversary of the Issue
Date as set forth above or earlier as required pursuant to the terms herein (as applicable, the “Maturity Date”),
the sum of $577,778.00 (the “Principal Amount”), and to pay interest on the outstanding Principal Amount at the rate
of ten percent (10%) per annum, simple interest, in each case to the extent that this Note and the Principal Amount and any accrued
interest hereunder (the “Indebtedness”) has not been converted into Conversion Shares (as defined below) prior to
the Maturity Date. Interest shall commence accruing on the date hereof (the “Issue Date”), computed on the basis of
a 365-day year and the actual number of days elapsed, and shall be payable as set forth herein.


 


This
Note carries an original issue discount of $57,778.00 (the “OID”), to cover the Holder’s accounting fees, due
diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Note, which
is included in the principal balance of this Note. Thus, the purchase price of this Note shall be $520,000.00, computed as follows:
The Principal Amount minus the OID.


 


This
Note is entered into pursuant to a Securities Purchase Agreement by and between the Company and the Holder dated as of the Issue
Date (the “Agreement”) and is subject to the terms and conditions thereof.


 


This
Note is not a certificate of deposit or similar obligation of, and is not guaranteed or insured by, any depository institution,
the Federal Deposit Insurance Corporation, the Securities Holder Protection Corporation or any other governmental or private fund
or entity.


 


The
following terms shall apply to this Note:


 


Section
1. Definitions. Defined terms used herein without definition have the meanings given them in the Agreement.


 




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Section
2. Interest; Late Fees; Prepayment.


 


(a)
To the extent not converted to Conversion Shares (as defined below) prior to the Maturity Date, the Principal Amount and accrued
and unpaid interest shall be due and payable in full on the Maturity Date or such earlier date as set forth herein. No payments
of the Principal Amount or interest herein shall be required prior to the Maturity Date other than as specifically set forth herein.


 


(b)
The Company may prepay all or any portion of the Principal Amount and any accrued and unpaid interest at any time without penalty.


 


(c)
Interest on this Note shall accrue on a simple interest, non-compounded basis, and shall be added to the Principal Amount on the
Maturity Date or such earlier date as the Indebtedness may be paid hereunder or may be due hereunder pursuant to the terms herein,
at which time all Indebtedness shall be due and payable, unless earlier converted into Conversion Shares. In the event that any
amount due hereunder is not paid as and when due, such amounts shall accrue interest at the rate of 18% per year, simple interest,
non-compounding, until paid.


 


(d)
Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day.


 


Section
3. Conversion.


 


(a)
Conversion Right. Subject to the terms and conditions herein, the Holder shall have the right from time to time, and at
any time following the effectiveness of the Company’s Offering Circular to be filed pursuant to Regulation A under the Securities
Act (the “Offering Circular”) and ending on the full repayment of all Indebtedness (the “Conversion Period),
to convert all or any part of the Indebtedness into fully paid and non-assessable shares of Common Stock, or any shares of capital
stock or other securities of the Company into which such Common Stock shall hereafter be changed or reclassified (as applicable,
the “Conversion Shares”) at the Conversion Price as defined and as the same may be adjusted pursuant to Section 3(b)
(a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this
Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially
owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership
of the unconverted portion of the Note or the unexercised or unconverted portion of any other security of the Company subject
to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common
Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being
made, would result in beneficial ownership by the Holder and its affiliates of more than 9.99% of the outstanding shares of Common
Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G
thereunder, except as otherwise provided in clause (1) of such proviso, provided, further, however, that the limitations on conversion
may be waived by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Company, and
the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined
by the Holder, as may be specified in such notice of waiver). The number of Conversion Shares to be issued upon each conversion
of this Note shall be determined by dividing the Indebtedness by the applicable Conversion Price then in effect on the date specified
in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the
Company by the Holder in accordance with the provisions herein.


 




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(b)
Conversion Price; Adjustment.


 


	 	(i)	The
    conversion price (the “Conversion Price”) shall initially mean 70% of the price per share of Common Stock as offered
    in the Offering Circular, provided that such Conversion Price shall be subject to adjustment or revision as set forth herein.
	 	 	 
	 	(ii)	The
    Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company
    relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization,
    reclassifications, extraordinary distributions and similar events that occur on or after the effectiveness of the Offering
    Circular. By way of example and not limitation, in the event of forward split of the Common Stock following the effectiveness
    of the Offering Circular in which each share of Common Stock is converted into two shares of Common Stock, the Conversion
    Price shall be reduced by 50%, and in the event of a reverse split of the Common Stock following the effectiveness of the
    Offering Circular in which each two shares of Common Stock are converted into one share of Common Stock, the Conversion Price
    shall be increased by 100%.


 


(c)
Mechanics of Conversion. Subject to the provisions of this Section 3, this Note may be converted by the Holder in whole
or in part at any time from time to time during the Conversion Period by (A) submitting to the Company a Notice of Conversion
(by facsimile, e-mail or other reasonable means of communication dispatched prior to 6:00 p.m., New York, New York time) and (B)
subject to Section 3(c), surrendering this Note at the principal office of the Company. The conversion shall be effective as of
the date of delivery of the Notice of Conversion by the time as set forth above (the “Conversion Date”), provided
that if the Notice of Conversion is not delivered by such time then the Conversion Date shall be the next Business Day and the
Notice of Conversion shall be deemed automatically updated accordingly.


 


(d)
Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note
in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless
the entire unpaid amount of Indebtedness is so converted. The Holder and the Company shall maintain records showing the amount
of Indebtedness so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the
Holder and the Company, so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute
or discrepancy, such records of the Company shall, prima facie, be controlling and determinative in the absence of manifest
error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Holder may not transfer this
Note unless the Holder first physically surrenders this Note to the Company, whereupon the Company will forthwith issue and deliver
upon the order of the Holder a new Note of like tenor, registered as the Holder (upon payment by the Holder of any applicable
transfer taxes) may request, representing in the aggregate the remaining unpaid Indebtedness of this Note. The Holder and any
assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion
of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than
the amount stated on the face hereof.


 




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(e)
Payment of Taxes. The Company shall not be required to pay any tax which may be payable in respect of any transfer involved
in the issue and delivery of Conversion Shares or other securities or property on conversion of this Note in a name other than
that of the Holder (or in street name), and the Company shall not be required to issue or deliver any such Conversion Shares or
other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name
such shares are to be held for the Holder’s account) requesting the issuance thereof shall have paid to the Company the
amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid.


 


(f)
Delivery of Common Stock Upon Conversion. Upon receipt by the Company from the Holder of the Notice of Conversion meeting
the requirements for conversion as provided in this Section 3, the Company shall issue and deliver or cause to be issued and delivered
to or upon the order of the Holder certificates for the Conversion Shares issuable upon such conversion within three (3) Business
Days after such receipt (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this
Note) in accordance with the terms hereof and the Agreement. Upon receipt by the Company of a Notice of Conversion, the Holder
shall be deemed to be the holder of record of the Conversion Shares issuable upon such conversion, the outstanding principal amount
and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Company
defaults on its obligations under this Section 3, all rights with respect to the portion of this Note being so converted shall
forthwith terminate except the right to receive the Conversion Shares or other securities, cash or other assets, as herein provided,
on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Company’s obligation to
issue and deliver the certificates (subject to the provisions of Section 3(g)) for Conversion Shares shall be absolute and unconditional,
irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision
thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement
of any other obligation of the Company to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination,
or any breach or alleged breach by the Holder of any obligation to the Company, and irrespective of any other circumstance which
might otherwise limit such obligation of the Company to the Holder in connection with such conversion.


 


(g)
Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Conversion
Shares issuable upon conversion, provided the Company is participating in the Depository Trust Company (“DTC”) Fast
Automated Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions
contained in this Section 3, the Company shall use its reasonable efforts to cause its transfer agent to electronically transmit
the Conversion Shares issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC
through its Deposit Withdrawal Agent Commission (“DWAC”) system.


 


(h)
Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to full
conversion of this Note, 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 of the Company 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 Holder of this Note
shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified
herein and in lieu of the Conversion Shares immediately theretofore issuable upon conversion, such stock, securities or assets
which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior
to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions
shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including,
without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of
the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable
upon the conversion hereof.


 




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(i)
Status as Shareholder. Subject to the terms and conditions herein, upon submission of a Notice of Conversion by the Holder,
(i) this Note shall be deemed converted into Conversion Shares and (ii) the Holder’s rights as the holder of this Note shall
cease and terminate, excepting only the right to receive the Conversion Shares as set out herein and to any remedies provided
herein or otherwise available at law or in equity to such Holder because of a failure by the Company to comply with the terms
of this Note.


 


Section
4. Events of Default.


 


(a)
The Holder may elect to declare an “Event of Default” if any of the following conditions or events shall occur and
be continuing:


 


	 	(i)	the
    Company fails to pay the then-outstanding principal amount and accrued interest on this Note on any date any such amounts
    become due and payable, and any such failure is not cured within three Business Days of written notice thereof by Holder;
	 	 	 
	 	(ii)	any
    representation or warranty of the Company is materially false or untrue when given; 
	 	 	 
	 	(iii)	the
    Company fails to comply in any material respect with any other covenant or agreement in this Note or in the Agreement and
    any such failure is not cured within three Business Days of written notice thereof by Holder; 
	 	 	 
	 	(iv)	the
    Company fails to remain compliant with the Depository Trust Company (“DTC”), thus incurring a “chilled”
    status with DTC; 
	 	 	 
	 	(v)	any
    trading suspension imposed by the United States Securities and Exchange Commission under Section 12(j) of the Exchange Act
    or Section 12(k) of the Exchange Act;
	 	 	 
	 	(vi)	the
    occurrence of any delisting of the Common Stock from any securities exchange on which the Common Stock is listed or suspension
    of trading of the Common Stock on the OTC Markets; 
	 	 	 
	 	(vii)	the
    Company fails remain in good standing under the laws of the State of Nevada;
	 	 	 
	 	(viii)	the
    Company shall (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee
    or liquidator; (ii) make a general assignment for the benefit of the Company’s creditors; or (iii) commence a voluntary
    case under the U.S. Bankruptcy Code as now and hereafter in effect, or any successor statute; or


 




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	 	(ix)	a
    proceeding or case shall be commenced, without the application or consent of the Company, in any court of competent jurisdiction,
    seeking (1) liquidation, reorganization or other relief with respect to it or its assets or the composition or readjustment
    of its debts, or (2) the appointment of a trustee, receiver, custodian, liquidator or the like of any substantial part of
    its assets, and, in each case, such proceedings or case shall continue undismissed, or an order, judgment or decree approving
    or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of 60 days, if in the
    United States, or 90 days, if outside of the United States; or an order for relief against the Company shall be entered in
    an involuntary case under any bankruptcy, insolvency, composition, readjustment of debt, liquidation of assets or similar
    Law of any jurisdiction. 


 


(b)
Consequences of Events of Default. If an Event of Default has occurred and is continuing (i) the Holder may, by notice
to the Company, declare all or any portion of the then outstanding principal amount of the Note, together with all accrued and
unpaid interest thereon, due and payable, and the Note shall thereupon become, immediately due and payable in cash and (ii) the
Holder shall have the right to pursue any other remedies that the Holder may have under applicable Law.


 


Section
5. Miscellaneous.


 


(a)
Notices. Any and all notices or other communications or deliveries to be provided hereunder shall be given in accordance
with the provisions of the Agreement.


 


(b)
Lost or Mutilated Note. If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver,
in exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen
or destroyed Note, a new Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or
destruction of this Note, and of the ownership hereof reasonably satisfactory to the Company.


 


(c)
Governing Law. This Note, and all matters based upon, arising out of or relating in any way to this Note, including all
disputes, claims or causes of action arising out of or relating to this Note as well as the interpretation, construction, performance
and enforcement of this Note, 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.


 


(d)
Incorporation of Provisions. The provisions of Article VI of the Agreement (Miscellaneous) of the Agreement shall apply
to this Note as though fully set forth herein, provided that each reference therein to the “Agreement” shall be deemed
a reference to this Note. In the event of any conflict between the terms of the Agreement and the terms of this Note, the terms
of this Note shall control.


 


(e)
Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day,
such payment shall be made on the next succeeding Business Day.


 


(f)
Entire Agreement. This Note (including any recitals hereto) and the Agreement and the other Transaction Documents (as defined
in the Agreement) set forth the entire understanding of the parties with respect to the subject matter hereof, and shall not be
modified or affected by any offer, proposal, statement or representation, oral or written, made by or for any party in connection
with the negotiation of the terms hereof, and may be modified only by instruments signed by the Company and the Holder.


 




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(g)
No Assignment by the Company. This Note may not be assigned by the Company to any Person without the prior written consent
of the Holder in its sole discretion.


 


(h)
Currency. All dollar amounts are in U.S. dollars.


 


[SIGNATURE
PAGE FOLLOWS]


 



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IN
WITNESS WHEREOF, the undersigned has executed this Note as of the Issue Date.


 


	 	Clubhouse
    Media Group, Inc.
	 	 	 
	 	By:	/s/
    Amir Ben-Yohanan
	 	Name:	Amir
    Ben-Yohanan
	 	Title:	Chief
    Executive Officer


 


	Agreed and accepted:	 
	 	 	 
	GS Capital Partners, LLC	 
	 	 	 
	By:	/s/
    Gabe Sayegh	 
	Name:	Gabe
    Sayegh	 
	Title:	President	 


 




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EXHIBIT
A


 


NOTICE
OF CONVERSION


 


The
undersigned hereby elects to convert the portion of the Indebtedness (as defined in the Note, as defined below) as set forth below
pursuant to the convertible promissory note (the “Note”) of Clubhouse Media Group, Inc., a Nevada corporation (together
with any successor entity thereto, the “Company”) into that number of shares of Common Stock (as defined in the Note)
to be issued pursuant to the conversion of the Note and according to the conditions of the Note, as of the date written below.


 


The
undersigned hereby requests that the Company issue a certificate or certificates, or other permissible evidence of shares of Common
Stock as set forth in the Note, for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s
calculation below and which shall be confirmed by, and subject to acceptance by, the Company) in the name(s) specified immediately
below or, if additional space is necessary, on an attachment hereto:


 


	Name:	GS
    Capital Partners, LLC
	 	 
	Address:	_________________________

        _________________________

        _________________________

	 	 
	Date
    of Conversion:	____________________________
	 	 
	Amount
    of Indebtedness to be converted:	$____________________________
	 	 
	Applicable
    Conversion Price:	$_____________________________
	 	 
	Number
    of shares of Common Stock to be Issued:	______________________________
    shares of Common Stock


 


	 	GS
    Capital Partners, LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




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