Exhibit
10.1


 


EQUITY
PURCHASE AGREEMENT


 


This
equity purchase agreement is entered into as of October 29, 2021 (this “Agreement”), by and between Clubhouse Media
Group, Inc., a Nevada corporation (the “Company”), and Peak One Opportunity Fund, L.P., a Delaware limited partnership
(the “Investor”).


 


WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor,
from time to time as provided herein, and the Investor shall purchase up to Fifteen Million Dollars ($15,000,000.00) of the Company’s
Common Stock (as defined below);


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


ARTICLE
I


CERTAIN
DEFINITIONS


 


Section
1.1 DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such
meanings to be equally applicable to both the singular and plural forms of the terms defined):


 


“Agreement”
shall have the meaning specified in the preamble hereof.


 


“Average
Daily Trading Value” shall mean the average trading volume of the Company’s Common Stock on the Principal Market in the
ten (10) Trading Days immediately preceding the respective Put Date multiplied by the lowest closing bid price of the Company’s
Common Stock on the Principal Market in the ten (10) Trading Days immediately preceding the respective Put Date.


 


“Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.


 


“Claim
Notice” shall have the meaning specified in Section 9.3(a).


 


“Clearing
Costs” shall mean all of the Investor’s brokerage firm, clearing firm, Transfer Agent fees, and attorney fees, with respect
to the deposit of the Put Shares.


 


“Clearing
Date” shall be the date on which the Investor receives the Put Shares in its brokerage account.


 


“Closing”
shall mean one of the closings of a purchase and sale of shares of Common Stock pursuant to Section 2.3.


 


“Closing
Certificate” shall mean the closing certificate of the Company in the form of Exhibit B hereto.


 


“Closing
Date” shall mean the date of any Closing hereunder.


 


“Commitment
Shares” shall mean the 70,000 shares of the Company’s common stock as a commitment fee hereunder (35,000 of which shall
be issued to the Investor and 35,000 of which shall be issued to Peak One Investments, LLC (“Investments”)).


 


“Commitment
Period” shall mean the period commencing on the Execution Date, and ending on the earlier of (i) the date on which the Investor
shall have purchased Put Shares pursuant to this Agreement equal to the Maximum Commitment Amount, (ii) twenty four (24) months after
the date of this Agreement, (iii) written notice of termination by the Company to the Investor (which shall not occur during any Valuation
Period or at any time that the Investor holds any of the Put Shares), (iv) the Registration Statement is no longer effective after the
initial effective date of the Registration Statement, or (v) the date that, pursuant to or within the meaning of any Bankruptcy Law,
the Company commences a voluntary case or any Person commences a proceeding against the Company, a Custodian is appointed for the Company
or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors; provided,
however, that the provisions of Articles III, IV, V, VI, IX and the agreements and covenants of the Company and the Investor set forth
in Article X shall survive the termination of this Agreement.


 






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“Common
Stock” shall mean the Company’s common stock, $0.001 par value per share, and any shares of any other class of common stock
whether now or hereafter authorized, having the right to participate in the distribution of dividends (as and when declared) and assets
(upon liquidation of the Company).


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is
at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


“Company”
shall have the meaning specified in the preamble to this Agreement.


 


“Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


“Damages”
shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys’ fees and disbursements
and costs and expenses of expert witnesses and investigation).


 


“Dispute
Period” shall have the meaning specified in Section 9.3(a).


 


“DTC”
shall mean The Depository Trust Company, or any successor performing substantially the same function for the Company.


 


“DTC/FAST
Program” shall mean the DTC’s Fast Automated Securities Transfer Program.


 


“DWAC”
shall mean Deposit Withdrawal at Custodian as defined by the DTC.


 


“DWAC
Eligible” shall mean that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s Operational Arrangements,
including, without limitation, transfer through DTC’s DWAC system, (b) the Company has been approved (without revocation) by the
DTC’s underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Commitment Shares
or Put Shares, as applicable, are otherwise eligible for delivery via DWAC, and (e) the Transfer Agent does not have a policy prohibiting
or limiting delivery of the Commitment Shares or Put Shares, as applicable, via DWAC.


 


“DWAC
Shares” means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and without
restriction on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified DWAC account
with DTC under the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the same function.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exchange
Cap” shall have the meaning set forth in Section 7.1(c).


 


“Execution
Date” shall mean the date of this Agreement.


 


“FINRA”
shall mean the Financial Industry Regulatory Authority, Inc.


 


“Investment
Amount” shall mean the Put Shares referenced in the Put Notice multiplied by the Purchase Price minus the Clearing Costs.


 






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“Indemnified
Party” shall have the meaning specified in Section 9.2.


 


“Indemnifying
Party” shall have the meaning specified in Section 9.2.


 


“Indemnity
Notice” shall have the meaning specified in Section 9.3(e).


 


“Initial
Purchase Price” shall mean 95% of the closing bid price of the Company’s Common Stock on the Principal Market on the
Trading Day immediately preceding the respective Put Date.


 


“Investor”
shall have the meaning specified in the preamble to this Agreement.


 


“Lien”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Market
Price” shall mean the lesser of the (i) closing bid price of the Common Stock on the Principal Market on the Trading Day immediately
preceding the respective Put Date, or (ii) lowest closing bid price of the Common Stock on the Principal Market during the Valuation
Period, in each case as reported by Bloomberg Finance L.P or other reputable source designated by the Investor.


 


“Material
Adverse Effect” shall mean any effect on the business, operations, properties, or financial condition of the Company and the
Subsidiaries that is material and adverse to the Company and the Subsidiaries and/or any condition, circumstance, or situation that would
prohibit or otherwise materially interfere with the ability of the Company to enter into and perform its obligations under any Transaction
Document.


 


“Maximum
Commitment Amount” shall mean Fifteen Million Dollars ($15,000,000.00).


 


“Person”
shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.


 


“Principal
Market” shall mean any of the national exchanges (i.e. NYSE, NYSE AMEX, and Nasdaq), or principal quotation systems (i.e. OTCQX,
OTCQB, and OTC Pink), or other principal exchange or recognized quotation system which is at the time the principal trading platform
or market for the Common Stock.


 


“Purchase
Price” shall mean 95% of the Market Price on such date on which the Purchase Price is calculated in accordance with the terms
and conditions of this Agreement.


 


“Put”
shall mean the right of the Company to require the Investor to purchase shares of Common Stock, subject to the terms and conditions of
this Agreement.


 


“Put
Date” shall mean any Trading Day during the Commitment Period that a Put Notice is deemed delivered pursuant to Section 2.2(b).


 


“Put
Notice” shall mean a written notice, substantially in the form of Exhibit A hereto, to Investor setting forth the Put
Shares which the Company intends to require Investor to purchase pursuant to the terms of this Agreement.


 


“Put
Shares” shall mean all shares of Common Stock issued, or that the Company shall be entitled to issue, per any applicable Put
Notice in accordance with the terms and conditions of this Agreement.


 


“Registration
Statement” shall have the meaning specified in Section 6.4.


 


“Regulation
D” shall mean Regulation D promulgated under the Securities Act.


 


“Required
Minimum” shall mean, as of any date, the maximum aggregate number of shares of Common
Stock potentially issuable at such time pursuant to the Transaction Document, which shall be calculated on each such date as follows:
the then remaining Maximum Commitment Amount divided by the Initial Purchase Price on each such date, ignoring any beneficial ownership
limitations set forth herein. 


 






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“Rule
144” shall mean Rule 144 under the Securities Act or any similar provision then in force under the Securities Act.


 


“SEC”
shall mean the United States Securities and Exchange Commission.


 


“SEC
Documents” shall have the meaning specified in Section 4.5.


 


“Securities”
means, collectively, the Put Shares and the Commitment Shares.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


 “Short
Sales” shall mean all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act.


 


“Subsidiary”
means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting
stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated under
the Securities Act.


 


“Third
Party Claim” shall have the meaning specified in Section 9.3(a).


 


“Trading
Day” shall mean a day on which the Principal Market shall be open for business.


 


“Transaction
Documents” shall mean this Agreement, the registration rights agreement of even date, and all schedules and exhibits hereto
and thereto.


 


“Transfer
Agent” shall mean Empire Stock Transfer Inc., the current transfer agent of the Company,
with a mailing address of 1859 Whitney Mesa Dr., Henderson, NV 89014, and any successor transfer agent of the Company.


 


“Transfer
Agent Instruction Letter” means the letter from the Company to the Transfer Agent entered into on or around the date of this
Agreement that instructs the Transfer Agent to issue the Put Shares and the Commitment Shares pursuant to the Transaction Documents.



 


“Valuation
Period” shall mean the period of seven (7) Trading Days immediately following the Clearing Date associated with the applicable
Put Notice.


 


 


ARTICLE
II


PURCHASE
AND SALE OF COMMON STOCK


 


Section
2.1            PUTS. Upon the terms and conditions set forth herein (including,
without limitation, the provisions of Article VII), the Company shall have the right, but not the obligation, to direct the Investor,
by its delivery to the Investor of a Put Notice from time to time, to purchase Put Shares (i) in a minimum amount not less than $20,000.00
and (ii) in a maximum amount up to the lesser of (a) $400,000.00 or (b) 250% of the Average Daily Trading Value.


 


	 	Section
    2.2	MECHANICS.


 


(a)                    
PUT NOTICE. At any time and from time to time during the Commitment Period, except as provided in this Agreement, the Company
may deliver a Put Notice to Investor, subject to satisfaction of the conditions set forth in Section 7.2 and otherwise provided herein.
The initial price per share identified in the respective Put Notice shall be equal to the Initial Purchase Price, subject to adjustment
during the Valuation Period as provided in this Agreement. The Company shall deliver, or cause to be delivered, the Put Shares as DWAC
Shares to the Investor within two (2) Trading Days following the Put Date.


 






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(b)                    
DATE OF DELIVERY OF PUT NOTICE. A Put Notice shall be deemed delivered on (i) the Trading Day it is received by email by the Investor
if such notice is received on or prior to 9:00 a.m. EST or (ii) the immediately succeeding Trading Day if it is received by email after
9:00 a.m. EST on a Trading Day or at any time on a day which is not a Trading Day. The Company shall not deliver a Put Notice to the
Investor during the period beginning on the Put Date of the immediately prior Put Notice and ending on the date that is ten (10) Trading
Days after the Clearing Date associated with the Common Stock of the immediately prior Put Notice.


 


Section
2.3            CLOSINGS. At the end of the Valuation Period, the Purchase
Price for the respective Put Shares shall be established as provided in this Agreement. If the value of the Put Shares delivered to the
Investor causes the Company to exceed the Maximum Commitment Amount, then immediately after the Valuation Period the Investor shall return
to the Company the surplus amount of Put Shares associated with such Put and the Purchase Price with respect to such Put shall be reduced
by any Clearing Costs related to the return of such Put Shares. The Closing of a Put shall occur within three (3) Trading Days following
the end of the respective Valuation Period, whereby the Investor shall deliver the Investment Amount by wire transfer of immediately
available funds to an account designated by the Company.


 


ARTICLE
III


REPRESENTATIONS
AND WARRANTIES OF INVESTOR


 


The
Investor represents and warrants to the Company that:


 


Section
3.1           INTENT. The Investor is entering into this Agreement for
its own account and the Investor has no present arrangement (whether or not legally binding) at any time to sell the Securities to or
through any Person in violation of the Securities Act or any applicable state securities laws; provided, however, that
the Investor reserves the right to dispose of the Securities at any time in accordance with federal and state securities laws applicable
to such disposition.


  


Section
3.2           NO LEGAL ADVICE FROM THE COMPANY. The Investor acknowledges
that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with its own legal counsel
and investment and tax advisors. The Investor is relying solely on such counsel and advisors and not on any statements or representations
of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions
contemplated by this Agreement or the securities laws of any jurisdiction.


 


Section
3.3           ACCREDITED INVESTOR. The Investor is an accredited investor
as defined in Rule 501(a)(3) of Regulation D, and the Investor has such experience in business and financial matters that it is capable
of evaluating the merits and risks of an investment in the Securities. The Investor acknowledges that an investment in the Securities
is speculative and involves a high degree of risk.


 


Section
3.4           AUTHORITY. The Investor has the requisite power and authority
to enter into and perform its obligations under this Agreement and the other Transaction Documents and to consummate the transactions
contemplated hereby and thereby. The execution and delivery of this Agreement and the other Transaction Documents and the consummation
by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action and no further consent or
authorization of the Investor is required. Each Transaction Document to which it is a party has been duly executed by the Investor, and
when delivered by the Investor in accordance with the terms hereof, will constitute the valid and binding obligation of the Investor
enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, or similar laws relating to, or affecting
generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.


 


Section
3.5           NOT AN AFFILIATE. The Investor is not an officer, director
or “affiliate” (as that term is defined in Rule 405 of the Securities Act) of the Company.


 






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Section
3.6           ORGANIZATION AND STANDING. The Investor is an entity duly
incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with
full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions
contemplated by this Agreement and the other Transaction Documents.


 


Section
3.7           ABSENCE OF CONFLICTS. The execution and delivery of this
Agreement and the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby and compliance
with the requirements hereof and thereof, will not (a) violate any law, rule, regulation, order, writ, judgment, injunction, decree or
award binding on the Investor, (b) violate any provision of any indenture, instrument or agreement to which the Investor is a party or
is subject, or by which the Investor or any of its assets is bound, or conflict with or constitute a material default thereunder, (c)
result in the creation or imposition of any lien pursuant to the terms of any such indenture, instrument or agreement, or constitute
a breach of any fiduciary duty owed by the Investor to any third party, or (d) require the approval of any third-party (that has not
been obtained) pursuant to any material contract, instrument, agreement, relationship or legal obligation to which the Investor is subject
or to which any of its assets, operations or management may be subject.


 


Section
3.8           DISCLOSURE; ACCESS TO INFORMATION. The Investor had an opportunity
to review copies of the SEC Documents filed on behalf of the Company and has had access to all publicly available information with respect
to the Company.


 


Section
3.9           MANNER OF SALE. At no time was the Investor presented with
or solicited by or through any leaflet, public promotional meeting, television advertisement or any other form of general solicitation
or advertising.


 


ARTICLE
IV


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


The
Company represents and warrants to the Investor that:


 


Section
4.1           ORGANIZATION OF THE COMPANY. The Company and each of the
Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction
of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on
its business as currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its
respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the
Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction
in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to
be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in a Material Adverse Effect
and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail
such power and authority or qualification.


 


Section
4.2           AUTHORITY. The Company has the requisite corporate power
and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents. The execution and delivery
of this Agreement and the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby
and thereby have been duly authorized by all necessary corporate action and no further consent or authorization of the Company or its
Board of Directors or stockholders is required. Each of this Agreement and the other Transaction Documents has been duly executed and
delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance
with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting
generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.


 






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Section
4.3           CAPITALIZATION. Except as set forth in the SEC Documents
and the issuance of up to an additional 1,000,000 shares of Common Stock not otherwise set forth in the SEC Documents, the Company has
not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise
of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant
to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding
as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive
right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except
as set forth in the SEC Documents and except as a result of the purchase and sale of the Securities, there are no outstanding options,
warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations
convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common
Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue
additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Securities will not obligate the Company
to issue shares of Common Stock or other securities to any Person (other than the Investor) and will not result in a right of any holder
of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no stockholders
agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a
party or, to the knowledge of the Company, between or among any of the Company’s stockholders.


 


Section
4.4           LISTING AND MAINTENANCE REQUIREMENTS. The Common Stock is
registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge
is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received
any notification that the SEC is contemplating terminating such registration. The Company has not, in the twelve (12) months preceding
the date hereof, received notice from the Principal Market on which the Common Stock is or has been listed or quoted to the effect that
the Company is not in compliance with the listing or maintenance requirements of such Principal Market. The Company is, and has no reason
to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.


 


Section
4.5           SEC DOCUMENTS; DISCLOSURE. The Company has filed all reports,
schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including
pursuant to Section 13(a) or 15(d) thereof, for the one (1) year preceding the date hereof (or such shorter period as the Company was
required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated
by reference therein, being collectively referred to herein as the “SEC Documents”) on a timely basis or has received
a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their
respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act,
as applicable, and other federal laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents when filed
contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of
the Company included in the SEC Documents comply as to form and substance in all material respects with applicable accounting requirements
and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements
have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved
(except (a) as may be otherwise indicated in such financial statements or the notes thereto or (b) in the case of unaudited interim statements,
to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the
financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject,
in the case of unaudited statements, to normal, immaterial, year-end audit adjustments). Except with respect to the material terms and
conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting
on its behalf has provided the Investor or its agents or counsel with any information that it believes constitutes or might constitute
material, non-public information. The Company understands and confirms that the Investor will rely on the foregoing representation in
effecting transactions in securities of the Company.


 


Section
4.6           VALID ISSUANCES. The Securities are duly authorized and,
when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid, and non-assessable,
free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.


   






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Section
4.7           NO CONFLICTS. The execution, delivery and performance of
this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated
hereby and thereby, including, without limitation, the issuance of the Put Shares and the Commitment Shares, do not and will not: (a)
result in a violation of the Company’s or any Subsidiary’s certificate or articles of incorporation, by-laws or other organizational
or charter documents, (b) conflict with, or constitute a material default (or an event that with notice or lapse of time or both would
become a material default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary,
or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, instrument or any
“lock-up” or similar provision of any underwriting or similar agreement to which the Company or any Subsidiary is a party,
or (c) result in a violation of any federal, state or local law, rule, regulation, order, judgment or decree (including federal and state
securities laws and regulations) applicable to the Company or any Subsidiary or by which any property or asset of the Company or any
Subsidiary is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations
as would not, individually or in the aggregate, have a Material Adverse Effect) nor is the Company otherwise in violation of, conflict
with or in default under any of the foregoing. The business of the Company is not being conducted in violation of any law, ordinance
or regulation of any governmental entity, except for possible violations that either singly or in the aggregate do not and will not have
a Material Adverse Effect. The Company is not required under federal, state or local law, rule or regulation to obtain any consent, authorization
or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform
any of its obligations under this Agreement or the other Transaction Documents (other than any SEC, FINRA or state securities filings
that may be required to be made by the Company subsequent to any Closing or any registration statement that may be filed pursuant hereto);
provided that, for purposes of the representation made in this sentence, the Company is assuming and relying upon the accuracy of the
relevant representations and agreements of Investor herein.


 


Section
4.8           NO MATERIAL ADVERSE CHANGE. No event has occurred that would
have a Material Adverse Effect on the Company that has not been disclosed in subsequent SEC filings.


 


Section
4.9           LITIGATION AND OTHER PROCEEDINGS. Except as disclosed in
the SEC Documents, there are no actions, suits, investigations, inquiries or proceedings pending or, to the knowledge of the Company,
threatened against or affecting the Company, any Subsidiary or any of their respective properties, nor has the Company received any written
or oral notice of any such action, suit, proceeding, inquiry or investigation, which would have a Material Adverse Effect. No judgment,
order, writ, injunction or decree or award has been issued by or, to the knowledge of the Company, requested of any court, arbitrator
or governmental agency which would have a Material Adverse Effect. There has not been, and to the knowledge of the Company, there is
not pending or contemplated, any investigation by the SEC involving the Company, any Subsidiary or any current or former director or
officer of the Company or any Subsidiary.


 


Section
4.10           REGISTRATION RIGHTS. Except as set forth in the SEC Documents,
no Person (other than the Investor) has any right to cause the Company to effect the registration under the Securities Act of any securities
of the Company or any Subsidiary.


 


Section
4.11            No Solicitation.
Except with respect to Boustead Securities, LLC, a registered broker-dealer (CRD#: 141391), the Company has taken no action which would
give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement or the
transactions contemplated hereby. The Company acknowledges and agrees that neither the Investor nor its employee(s), member(s), beneficial
owner(s), or partner(s) solicited the Company to enter into this Agreement and consummate the transactions described in this Agreement.


 



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ARTICLE
V


COVENANTS
OF INVESTOR


 


 Section
5.1           COMPLIANCE WITH LAW; TRADING IN SECURITIES. The Investor’s
trading activities with respect to shares of Common Stock will be in compliance with all applicable state and federal securities laws
and regulations and the rules and regulations of FINRA and the Principal Market.


 


Section
5.2           SHORT SALES AND CONFIDENTIALITY. Neither the Investor, nor
any affiliate of the Investor acting on its behalf or pursuant to any understanding with it, will execute any Short Sales during the
period from the date hereof to the end of the Commitment Period. For the purposes hereof, and in accordance with Regulation SHO, the
sale after delivery of a Put Notice of such number of shares of Common Stock reasonably expected to be purchased under a Put Notice shall
not be deemed a Short Sale. The Investor shall, until such time as the transactions contemplated by this Agreement are publicly disclosed
by the Company in accordance with the terms of this Agreement, maintain the confidentiality of the existence and terms of this transaction
and the information included in the Transaction Documents.


 


 


ARTICLE
VI


COVENANTS
OF THE COMPANY


 


Section
6.1           RESERVATION OF COMMON STOCK. The Company shall maintain a
reserve from its duly authorized shares of Common Stock equal to 100% of the Required Minimum in accordance with the terms of this Agreement.


 


Section
6.2           LISTING OR QUOTATION OF COMMON STOCK. The Company shall promptly
secure the listing or quotation of all of the Put Shares and Commitment Shares to be issued to the Investor hereunder on the Principal
Market (subject to official notice of issuance) and shall maintain the listing or quotation of all such Put Shares and Commitment Shares
from time to time issuable hereunder. The Company shall maintain the (i) listing or quotation and (ii) trading of the Common Stock on
the Principal Market (including, without limitation, maintaining sufficient net tangible assets) and will comply in all respects with
the Company’s reporting, filing and other obligations under the bylaws or rules of FINRA and the Principal Market.


 


Section
6.3           OTHER EQUITY LINES. So long as this Agreement remains in
effect, the Company covenants and agrees that it will not, without the prior written consent of the Investor, enter into any other equity
line of credit agreement with any other party. For the avoidance of doubt, nothing contained in the Transaction Documents shall restrict,
or require the Investor’s consent for, any agreement providing for the issuance or distribution of any equity securities of the Company
pursuant to any agreement or arrangement that is not covered in this Section 6.3.


 


Section
6.4           FILING OF CURRENT REPORT AND REGISTRATION STATEMENT. The
Company agrees that it shall file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the SEC
within the time required by the Exchange Act, relating to the transactions contemplated by, and describing the material terms and conditions
of, the Transaction Documents (the “Current Report”). The Company shall permit the Investor to review and comment
upon the final pre-filing draft version of the Current Report at least one (1) Trading Day prior to its filing with the SEC, and the
Company shall give reasonable consideration to all such comments. The Investor shall use its reasonable best efforts to comment upon
the final pre-filing draft version of the Current Report within one (1) Trading Day from the date the Investor receives it from the Company.
The Company shall also file with the SEC, within sixty (60) calendar days from the date hereof, a new registration statement (the “Registration
Statement”) covering only the resale of the Put Shares and the Commitment Shares. The Company shall use its reasonable best
efforts to have the Registration Statement declared effective by the SEC within ninety (90) calendar days from the date hereof (or at
the earliest possible date if prior to ninety (90) calendar days from the date hereof).


  






    	9



    	 



    

 


ARTICLE
VII


CONDITIONS
TO DELIVERY OF


PUT
NOTICES AND CONDITIONS TO CLOSING


 


Section
7.1           CONDITIONS PRECEDENT TO THE RIGHT OF THE COMPANY TO ISSUE AND
SELL PUT SHARES. In addition to the other provisions of this Agreement, the right of the Company to issue and sell the Put Shares
to the Investor is subject to the satisfaction of each of the conditions set forth below:


 


(a)              ACCURACY
OF INVESTOR’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Investor shall be true and correct in all
material respects as of the date of this Agreement and as of the date of each Closing as though made at each such time.


 


(b)             
PERFORMANCE BY INVESTOR. Investor shall have performed, satisfied and complied in all respects with all covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to such Closing.


 


(c)             
PRINCIPAL MARKET REGULATION. The Company shall not issue any Put Shares, and the Investor shall not have the right to receive
any Put Shares, if the issuance of such Put Shares would exceed the aggregate number of shares of Common Stock which the Company may
issue without breaching the Company’s obligations under the rules or regulations of the Principal Market (the “Exchange
Cap”).


 


Section
7.2           CONDITIONS PRECEDENT TO THE OBLIGATION OF INVESTOR TO PURCHASE
PUT SHARES. The obligation of the Investor hereunder to purchase Put Shares is subject to the satisfaction of each of the following
conditions:


  


(a)             
EFFECTIVE REGISTRATION STATEMENT. The Registration Statement, and any amendment or supplement thereto, shall remain effective
for the resale by the Investor of the Put Shares and the Commitment Shares at prevailing market prices and (i) neither the Company nor
the Investor shall have received notice that the SEC has issued or intends to issue a stop order with respect to such Registration Statement
or that the SEC otherwise has suspended or withdrawn the effectiveness of such Registration Statement, either temporarily or permanently,
or intends or has threatened to do so and (ii) no other suspension of the use of, or withdrawal of the effectiveness of, such Registration
Statement or related prospectus shall exist.


 


(b)             
ACCURACY OF THE COMPANY’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company shall be true and
correct in all material respects as of the date of this Agreement and as of the date of each Closing (except for representations and
warranties specifically made as of a particular date).


 


(c)             
PERFORMANCE BY THE COMPANY. The Company shall have performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company, including but not limited
to the delivery of the Put Shares as provided in Section 2.2(a) of this Agreement.


 


(d)             
NO INJUNCTION. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or adopted by any court or governmental authority of competent jurisdiction that prohibits or directly and materially adversely affects
any of the transactions contemplated by the Transaction Documents, and no proceeding shall have been commenced that may have the effect
of prohibiting or materially adversely affecting any of the transactions contemplated by the Transaction Documents.


 


(e)             
ADVERSE CHANGES. Since the date of filing of the Company’s most recent SEC Document, no event that had or is reasonably likely
to have a Material Adverse Effect has occurred.


 


(f)             
NO SUSPENSION OF TRADING IN OR DELISTING OF COMMON STOCK. The trading of the Common Stock shall not have been suspended by the
SEC, the Principal Market or FINRA, or otherwise halted for any reason, and the Common Stock shall have been approved for listing or
quotation on and shall not have been delisted from the Principal Market. In the event of a suspension, delisting, or halting for any
reason, of the trading of the Common Stock, as contemplated by this Section 7.2(f), the Investor shall have the right to return to the
Company any remaining amount of Put Shares associated with such Put, and the Purchase Price with respect to such Put shall be reduced
accordingly.


 






    	10



    	 



    

 


(g)             
BENEFICIAL OWNERSHIP LIMITATION. The number of Put Shares then to be purchased by the Investor shall not exceed the number of
such shares that, when aggregated with all other shares of Common Stock then owned by the Investor beneficially or deemed beneficially
owned by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation (as defined below), as determined
in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. For purposes of this Section 7.2(g), in
the event that the amount of Common Stock outstanding, as determined in accordance with Section 16 of the Exchange Act and the regulations
promulgated thereunder, is greater on a Closing Date than on the date upon which the Put Notice associated with such Closing Date is
given, the amount of Common Stock outstanding on such Closing Date shall govern for purposes of determining whether the Investor, when
aggregating all purchases of Common Stock made pursuant to this Agreement, would own more than the Beneficial Ownership Limitation following
such Closing Date. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common
Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable pursuant to a Put Notice.


 


(h)             
PRINCIPAL MARKET REGULATION. The issuance of the Put Shares shall not exceed the Exchange Cap if applicable.


 


(i)             
NO KNOWLEDGE. The Company shall have no knowledge of any event more likely than not to have the effect of causing the Registration
Statement to be suspended or otherwise ineffective (which event is more likely than not to occur within the fifteen (15) Trading Days
following the Trading Day on which such Put Notice is deemed delivered).


 


(j)             NO
VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT. The issuance of the Put Shares shall not violate the shareholder approval requirements
of the Principal Market.


 


(k)           
OFFICER’S CERTIFICATE. On the date of delivery of each Put Notice, the Investor shall have received the Closing Certificate
executed by an executive officer of the Company and to the effect that all the conditions to such Closing shall have been satisfied as
of the date of each such certificate.


 


(l)DWAC
ELIGIBLE. The Common Stock must be DWAC Eligible and not subject to a “DTC chill.”


 


(m)SEC
DOCUMENTS. All reports, schedules, registrations, forms, statements, information and other documents required to have been filed
by the Company with the SEC pursuant to the reporting requirements of the Exchange Act shall have been filed with the SEC within the
applicable time periods prescribed for such filings under the Exchange Act.


(n)       RESERVE.
The Company shall have reserved the Required Minimum for the Investor’s benefit under this Agreement, the Company satisfied the
reserve requirements with respect to all other contracts between the Company and Investor, and the Transfer Agent Instruction Letter
shall have been executed by the Company and the Transfer Agent as well as acknowledged and agreed to in writing by the Transfer Agent.


 


(o)       MINIMUM
PRICING. The lowest traded price of the Common Stock in the ten (10) Trading Days immediately preceding the respective Put Date must
exceed $0.01 per share (the “Minimum Pricing”).


 


(p)       BANKRUPTCY.
Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any
bankruptcy law or any law for the relief of debtors shall not be instituted by or against the Company or any subsidiary of the Company
(the “Bankruptcy Proceedings”), and the Company shall have no knowledge of any event more likely than not to have the effect
of causing Bankruptcy Proceedings to arise.


 


ARTICLE
VIII


LEGENDS


 


Section
8.1           NO RESTRICTIVE STOCK LEGEND. No restrictive stock legend
shall be placed on the share certificates representing the Put Shares.


 






    	11



    	 



    

 


Section
8.2           INVESTOR’S COMPLIANCE. Nothing in this Article VIII shall
affect in any way the Investor’s obligations hereunder to comply with all applicable securities laws upon the sale of the Common Stock.


 


ARTICLE
IX


NOTICES;
INDEMNIFICATION


 


Section
9.1           NOTICES. All notices, demands, requests, consents, approvals,
and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (a) personally
served, (b) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (c) delivered by reputable air
courier service with charges prepaid, or (d) transmitted by hand delivery, telegram, or email as a PDF, addressed as set forth below
or to such other address as such party shall have specified most recently by written notice given in accordance herewith. Any notice
or other communication required or permitted to be given hereunder shall be deemed effective (i) upon hand delivery or delivery by email
at the address designated below (if delivered on a business day during normal business hours where such notice is to be received), or
the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice
is to be received) or (ii) on the second business day following the date of mailing by express courier service or on the fifth business
day after deposited in the mail, in each case, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever
shall first occur.


 


The
addresses for such communications shall be:


 


If
to the Company:


 


Clubhouse
Media Group, Inc.


3651
Lindell Road, D517


Las
Vegas, NV 89103


Email:
amir_yoh@yahoo.com


Attention:
Amir Ben-Yohanan


 


 


 


If
to the Investor:


 


Peak
One Opportunity Fund, L.P.


333
South Hibiscus Drive


Miami
Beach, FL 33139


E-mail:       
JGoldstein@PeakOneInvestments.com


Attention:
Jason Goldstein


 


Either
party hereto may from time to time change its address or email for notices under this Section 9.1 by giving at least ten (10) days’ prior
written notice of such changed address to the other party hereto.


 


Section
9.2           INDEMNIFICATION. Each party (an “Indemnifying Party”)
agrees to indemnify and hold harmless the other party along with its officers, directors, employees, and authorized agents, and each
Person or entity, if any, who controls such party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act (an “Indemnified Party”) from and against any Damages, joint or several, and any action in respect thereof to
which the Indemnified Party becomes subject to, resulting from, arising out of or relating to (i) any misrepresentation, breach of warranty
or nonfulfillment of or failure to perform any covenant or agreement on the part of the Indemnifying Party contained in this Agreement,
(ii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective
amendment thereof or supplement thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein
or necessary to make the statements therein not misleading, (iii) any untrue statement or alleged untrue statement of a material fact
contained in any preliminary prospectus or contained in the final prospectus (as amended or supplemented, if the Company files any amendment
thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make
the statements made therein, in the light of the circumstances under which the statements therein were made, not misleading, or (iv)
any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation
under the Securities Act, the Exchange Act or any state securities law, as such Damages are incurred, except to the extent such Damages
result primarily from the Indemnified Party’s failure to perform any covenant or agreement contained in this Agreement or the Indemnified
Party’s negligence, recklessness or bad faith in performing its obligations under this Agreement; provided, however, that
the foregoing indemnity agreement shall not apply to any Damages of an Indemnified Party to the extent, but only to the extent, arising
out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made by an Indemnifying Party in
reliance upon and in conformity with written information furnished to the Indemnifying Party by the Indemnified Party expressly for use
in the Registration Statement, any post-effective amendment thereof or supplement thereto, or any preliminary prospectus or final prospectus
(as amended or supplemented).


 






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Section
9.3           METHOD OF ASSERTING INDEMNIFICATION CLAIMS. All claims for
indemnification by any Indemnified Party under Section 9.2 shall be asserted and resolved as follows:


 


(a)             
In the event any claim or demand in respect of which an Indemnified Party might seek indemnity under Section 9.2 is asserted against
or sought to be collected from such Indemnified Party by a Person other than a party hereto or an affiliate thereof (a “Third
Party Claim”), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers served, if any, and
specifying the nature of and basis for such Third Party Claim and for the Indemnified Party’s claim for indemnification that is being
asserted under any provision of Section 9.2 against an Indemnifying Party, together with the amount or, if not then reasonably ascertainable,
the estimated amount, determined in good faith, of such Third Party Claim (a “Claim Notice”) with reasonable promptness
to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the Indemnified
Party receives notice of such Third Party Claim, the Indemnifying Party shall not be obligated to indemnify the Indemnified Party with
respect to such Third Party Claim to the extent that the Indemnifying Party’s ability to defend has been prejudiced by such failure of
the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the period ending thirty
(30) calendar days following receipt by the Indemnifying Party of either a Claim Notice or an Indemnity Notice (as defined below) (the
“Dispute Period”) whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified
Party under Section 9.2 and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against
such Third Party Claim.


 


(i)             
If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the
Indemnified Party with respect to the Third Party Claim pursuant to this Section 9.3(a), then the Indemnifying Party shall have the right
to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, such
Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnifying
Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified
Party in the case of any settlement that provides for any relief other than the payment of monetary damages or that provides for the
payment of monetary damages as to which the Indemnified Party shall not be indemnified in full pursuant to Section 9.2). The Indemnifying
Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however,
that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party’s
delivery of the notice referred to in the first sentence of this clause (i), file any motion, answer or other pleadings or take any other
action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests; and provided, further,
that if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, provide
reasonable cooperation to the Indemnifying Party in contesting any Third Party Claim that the Indemnifying Party elects to contest. The
Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying
Party pursuant to this clause (i), and except as provided in the preceding sentence, the Indemnified Party shall bear its own costs and
expenses with respect to such participation. Notwithstanding the foregoing, the Indemnified Party may takeover the control of the defense
or settlement of a Third Party Claim at any time if it irrevocably waives its right to indemnity under Section 9.2 with respect to such
Third Party Claim.


 



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(ii)            
If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend
the Third Party Claim pursuant to Section 9.3(a), or if the Indemnifying Party gives such notice but fails to prosecute vigorously and
diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Dispute Period,
then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim
by all appropriate proceedings, which proceedings shall be prosecuted by the Indemnified Party in a reasonable manner and in good faith
or will be settled at the discretion of the Indemnified Party(with the consent of the Indemnifying Party, which consent will not be unreasonably
withheld). The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof;
provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying
Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified
Party is contesting. Notwithstanding the foregoing provisions of this clause (ii), if the Indemnifying Party has notified the Indemnified
Party within the Dispute Period that the Indemnifying Party disputes its liability or the amount of its liability hereunder to the Indemnified
Party with respect to such Third Party Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided
in clause (iii) below, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party’s defense
pursuant to this clause (ii) or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified
Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection
with such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified
Party pursuant to this clause (ii), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation.


 


(iii)           
If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability to the
Indemnified Party with respect to the Third Party Claim under Section 9.2 or fails to notify the Indemnified Party within the Dispute
Period whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party with respect to
such Third Party Claim, the amount of Damages specified in the Claim Notice shall be conclusively deemed a liability of the Indemnifying
Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying
Party has timely disputed its liability or the amount of its liability with respect to such claim, the Indemnifying Party and the Indemnified
Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that if the dispute is
not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action
as it deems appropriate.


 


(b)             
In the event any Indemnified Party should have a claim under Section 9.2 against the Indemnifying Party that does not involve a Third
Party Claim, the Indemnified Party shall deliver a written notification of a claim for indemnity under Section 9.2 specifying the nature
of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good
faith, of such claim (an “Indemnity Notice”) with reasonable promptness to the Indemnifying Party. The failure by any
Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that the Indemnifying
Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party that it
does not dispute the claim or the amount of the claim described in such Indemnity Notice or fails to notify the Indemnified Party within
the Dispute Period whether the Indemnifying Party disputes the claim or the amount of the claim described in such Indemnity Notice, the
amount of Damages specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under Section 9.2
and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying Party has timely
disputed its liability or the amount of its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall
proceed in good faith to negotiate a resolution of such dispute; provided, however, that if the dispute is not resolved within thirty
(30) days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action as it deems appropriate. 


 






    	14



    	 



    

 


(c)             
The Indemnifying Party agrees to pay the Indemnified Party, promptly as such expenses are incurred and are due and payable, for any reasonable
legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim.


 


(d)             
The indemnity provisions contained herein shall be in addition to (i) any cause of action or similar rights of the Indemnified Party
against the Indemnifying Party or others, and (ii) any liabilities the Indemnifying Party may be subject to.


 


ARTICLE
X


MISCELLANEOUS


 


Section
10.1           GOVERNING LAW; JURISDICTION. This Agreement shall be governed
by and interpreted in accordance with the laws of the State of Nevada without regard to the principles of conflicts of law. Each of the
Company and the Investor hereby submits to the exclusive jurisdiction of the United States federal and state courts located in Florida,
County of Miami-Dade, with respect to any dispute arising under the Transaction Documents or the transactions contemplated thereby.


 


Section
10.2           [Intentionally Omitted.]


 


Section
10.3           ASSIGNMENT. This Agreement shall be binding upon and inure
to the benefit of the Company and the Investor and their respective successors. Neither this Agreement nor any rights of the Investor
or the Company hereunder may be assigned by either party to any other Person.


 


Section
10.4          NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the
benefit of the Company and the Investor and their respective successors, and is not for the benefit of, nor may any provision hereof
be enforced by, any other Person, except as set forth in Section 9.3.


 


Section
10.5         TERMINATION. The Company may terminate this Agreement at any time by written
notice to the Investor, except during any Valuation Period or at any time that the Investor holds any of the Put Shares. In addition,
this Agreement shall automatically terminate at the end of the Commitment Period. Notwithstanding anything in this Agreement to the contrary,
(i) the provisions of Articles III, IV, VI, IX of this Agreement and the agreements and covenants of the Company and the Investor set
forth in Article X of this Agreement shall survive the termination of this Agreement and (ii) the Investor shall retain all rights to
the Commitment Shares even if this Agreement is terminated.


 


Section
10.6           ENTIRE AGREEMENT. The Transaction Documents, together with
the exhibits and schedules thereto, contain the entire understanding of the Company and the Investor with respect to the matters covered
herein and therein and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into such documents, exhibits and schedules.


 


Section
10.7          FEES AND EXPENSES. Except as expressly set forth in the Transaction
Documents or any other writing to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and
other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and
performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day
processing of any instruction letter delivered by the Company), stamp taxes and other taxes and duties levied in connection with the
delivery of any Securities to the Investor. Upon execution of this Agreement, the Company shall issue the Commitment Shares (35,000 of
which shall be issued to Investor and 35,000 of which shall be issued to Investments) for its commitment to enter into this Agreement.
The Commitment Shares shall be earned in full upon the execution of this Agreement, and the Commitment Shares are not contingent upon
any other event or condition, including but not limited to the effectiveness of the Registration Statement or the Company’s submission
of a Put Notice to the Investor.


 


Section
10.8           COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which may be executed by less than all of the parties and shall be deemed to be an original instrument which shall
be enforceable against the parties actually executing such counterparts and all of which together shall constitute one and the same instrument.
This Agreement may be delivered to the other parties hereto by email of a copy of this Agreement bearing the signature of the parties
so delivering this Agreement.


 






    	15



    	 



    

 


Section
10.9           SEVERABILITY. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full
force and effect without said provision; provided that such severability shall be ineffective if it materially changes the economic benefit
of this Agreement to any party.


  


Section
10.10           FURTHER ASSURANCES. Each party shall do and perform, or
cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates,
instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of
this Agreement and the consummation of the transactions contemplated hereby.


 


Section
10.11         NO STRICT CONSTRUCTION. The language used in this Agreement will be
deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against
any party.


 


Section
10.12           EQUITABLE RELIEF. The Company recognizes that in the event
that it fails to perform, observe, or discharge any or all of its obligations under this Agreement, any remedy at law may prove to be
inadequate relief to the Investor. The Company therefore agrees that the Investor shall be entitled to temporary and permanent injunctive
relief in any such case without the necessity of proving actual damages.


 


Section
10.13           TITLE AND SUBTITLES. The titles and subtitles used in this
Agreement are used for the convenience of reference and are not to be considered in construing or interpreting this Agreement.


 


Section
10.14           AMENDMENTS; WAIVERS. No provision of this Agreement may
be amended or waived by the parties from and after the date that is one (1) Trading Day immediately preceding the initial filing of the
Registration Statement with the SEC. Subject to the immediately preceding sentence, (i) no provision of this Agreement may be amended
other than by a written instrument signed by both parties hereto and (ii) no provision of this Agreement may be waived other than in
a written instrument signed by the party against whom enforcement of such waiver is sought. No failure or delay in the exercise of any
power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right
or privilege preclude other or further exercise thereof or of any other right, power or privilege.


Section
10.15           PUBLICITY. The Company and the Investor shall consult with
each other in issuing any press releases or otherwise making public statements with respect to the transactions contemplated hereby and
no party shall issue any such press release or otherwise make any such public statement, other than as required by law, without the prior
written consent of the other parties, which consent shall not be unreasonably withheld or delayed, except that no prior consent shall
be required if such disclosure is required by law, in which such case the disclosing party shall provide the other party with prior notice
of such public statement. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Investor without the
prior written consent of the Investor, except to the extent required by law. The Investor acknowledges that this Agreement and all or
part of the Transaction Documents may be deemed to be “material contracts,” as that term is defined by Item 601(b)(10) of Regulation
S-K, and that the Company may therefore be required to file such documents as exhibits to reports or registration statements filed under
the Securities Act or the Exchange Act. The Investor further agrees that the status of such documents and materials as material contracts
shall be determined solely by the Company, in consultation with its counsel.


 


[Signature
Page Follows]


 




    	16



    	 



    

 


        IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized
as of the day and year first above written.


 


	 	THE COMPANY:
	 	 	 
	 	CLUBHOUSE MEDIA GROUP, INC. 
	 	 	 
	 	 	 
	 	By: 	/s/
    Amir Ben-Yohanan
	 	Name: 	Amir Ben-Yohanan
	 	Title: 	Chief Executive Officer
	 	 	 
	 	INVESTOR:
	 	 	 
	 	PEAK ONE OPPORTUNITY FUND, L.P.  
	 	 	 
	 	By:	Peak One Investments, LLC,
	 	 	General Partner
	 	 	 
	 	By: 	/s/
    Jason Goldstein
	 	Name: 	Jason Goldstein
	 	Title:   	Managing Member






 


[Signature
Page to equity purchase agreement]


 




    	17



    	 



    

 


EXHIBIT
A


 


FORM
OF PUT NOTICE





 


TO:
PEAK ONE OPPORTUNITY FUND, L.P.


DATE:
____________________


 


We
refer to the equity purchase agreement, dated October 29, 2021 (the “Agreement”), entered into by and between Clubhouse
Media Group, Inc. and you. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning when
used herein.


 


We
hereby:


 


1) 
Give you notice that we require you to purchase                     
 Put Shares at an initial purchase price per share of ____________; and


 


2) 
Certify that, as of the date hereof, the conditions set forth in Section 7.2 of the Agreement are satisfied.


 


	 	CLUBHOUSE
    MEDIA GROUP, INC.
	 	 	 
	 	By: 	_________________________
	     	Name: 	Amir Ben-Yohanan
	     	Title: 	Chief Executive Officer






 







    	



    	 



    

 


EXHIBIT
B


 


FORM
OF OFFICER’S CERTIFICATE 


OF
CLUBHOUSE MEDIA GROUP, INC.


 


Pursuant
to Section 7.2(k) of that certain equity purchase agreement, dated October 29, 2021 (the “Agreement”), by and between
Clubhouse Media Group, Inc. (the “Company”) and Peak One Opportunity Fund, L.P. (the “Investor”),
the undersigned, in his capacity as Chief Executive Officer of the Company, and not in his individual capacity, hereby certifies, as
of the date hereof (such date, the “Condition Satisfaction Date”), the following:


 


1.             
The representations and warranties of the Company are true and correct in all material respects as of the Condition Satisfaction Date
as though made on the Condition Satisfaction Date (except for representations and warranties specifically made as of a particular date)
with respect to all periods, and as to all events and circumstances occurring or existing to and including the Condition Satisfaction
Date, except for any conditions which have temporarily caused any representations or warranties of the Company set forth in the Agreement
to be incorrect and which have been corrected with no continuing impairment to the Company or the Investor; and


 


2.             
All of the conditions precedent to the obligation of the Investor to purchase Put Shares set forth in the Agreement, including but not
limited to Section 7.2 of the Agreement, have been satisfied as of the Condition Satisfaction Date.


 


Capitalized
terms used herein shall have the meanings set forth in the Agreement unless otherwise defined herein.


 


IN
WITNESS WHEREOF, the undersigned has hereunto affixed his hand as of the ________, 20__.


 


	 	By: 	___________________________
	     	Name: 	Amir Ben-Yohanan
	     	Title: 	Chief Executive Officer