Exhibit 10.1


 


Termination
and Release Agreement


Dated
as of May 27, 2022


 


This
Termination and Release Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”),
is entered into by and between Clubhouse Media Group, Inc., a Nevada corporation (the “Company”) and Dmitry Kaplun (the “Employee”).
Each of the Company and Employee may be referred to herein individually as a “Party” and collectively as the “Parties”.


 


WHEREAS,
the Parties are the parties to that certain Executive Employment Agreement dated as of October 7, 2021 (the “Employment Agreement”);
and


 


WHEREAS,
the Parties now desire to terminate the Employment Agreement and the Term (as defined in the Employment Agreement) pursuant to the terms
and conditions herein;


 


NOW,
THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:


 


	1.	Termination
                                            of Employment Agreement.



 


		1.1.	As
                                            of the Effective Date, the Employment Agreements and the Term of the Employment Agreements
                                            are each hereby terminated by the mutual agreement of the Parties, and the Employment Agreement
                                            shall be null and void and of no further force or effect, other than as set forth below,
                                            provided, however, that the Parties acknowledge and agree that Section 19 of the Employment
                                            Agreement, and such provisions of the Employment Agreement as required to give effect thereto,
                                            shall survive such termination and shall remain in full force and effect.



 


		1.2.	Other
                                            than certain payments being held in escrow pursuant to the Consulting Agreement by and between
                                            the Company and DM3 Global Media, Inc., an affiliated entity of Employee, Employee represents
                                            and warrants and agrees that Employee has been paid all compensation and other payments as
                                            required by the Employment Agreement, in each case through the Effective Date, and that Employee
                                            has no additional rights for any additional payments or issuances of any securities of the
                                            Company or any other form of compensation in connection therewith.



 


		1.3.	Notwithstanding
                                            the termination of the Employment Agreement, the Parties acknowledge and agree that the provisions
                                            of Section 15 (Survival) of the Employment Agreement, and the sections of the Employment
                                            Agreement as referenced therein, shall survive such termination and shall remain in full
                                            force and effect in accordance with their terms.



 


		1.4.	Employee
                                            understands and agrees that as of the Effective Date, Employee is no longer authorized to
                                            undertake any actions on behalf of the Company as set forth in the Employment Agreement.



 


		1.5.	The
                                            Parties acknowledge and agree that the Parties are the parties to that certain Restricted
                                            Stock Award Agreement dated as of October 7, 2021 (the “RSAA”), which was entered
                                            into in connection with the Employment Agreement and pursuant to which RSAA Employee was
                                            granted certain shares of Restricted Stock (as defined in the RSAA), which were subject to
                                            vesting or forfeiture as set forth therein and in the Employment Agreement. As of the Effective
                                            Date, 29,412 shares of the Restricted Stock have vested in accordance with the terms of the
                                            RSAA (the “Vested Shares”). On the Effective Date, the Parties shall enter into
                                            the Redemption Agreement as attached hereto as Exhibit A (the “Redemption Agreement”),
                                            pursuant to which the Company shall redeem all of the Vested Shares for a total purchase
                                            price of $1.00. Notwithstanding anything to the contrary in the Employment Agreement or the
                                            RSAA, the remaining 29,412 shares of Restricted Stock are hereby forfeited and shall not
                                            vest. To the extent required, this Agreement shall be deemed an amendment of the RSAA. The
                                            provisions of the RSAA that are set forth therein as surviving any termination of Employee’s
                                            engagement by the Company shall survive in accordance with their terms.



 




    	 



    	 



    

 


	2.	Release
                                            of Claims.



 


		2.1.	Effective
                                            as of the Effective Date, the Company, for itself and its Affiliates (as defined below),
                                            whether an Affiliate as of the Effective Date or hereafter becoming an Affiliate, and for
                                            each of their respective predecessors, successors, assigns, heirs, representatives, and agents
                                            and for all related parties, and all persons acting by, through, under or in concert with
                                            any of them in both their official and personal capacities (collectively, the “Company
                                            Parties”) hereby irrevocably, unconditionally and forever release, discharge and remise
                                            Employee and Employee’s Affiliates (whether an Affiliate as of the Effective Date or
                                            later), and their respective predecessors, successors, assigns, heirs, representatives, and
                                            agents and for all related parties and all persons acting by, through, under or in concert
                                            with any of them in both their official and personal capacities (collectively, the “Employee
                                            Parties”), from all claims of any type and all manner of action and actions, cause
                                            and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills,
                                            specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses,
                                            damages, judgments, executions, claims and demands whatsoever, in law or in equity, known
                                            or unknown, that any Company Party may have now or may have in the future, against any of
                                            the Employee Parties to the extent that those claims arose, may have arisen, or are based
                                            on events which occurred at any point in the past up to and including the Effective Date,
                                            including, without limitation, any such matters related to the Employment Agreement or the
                                            transactions contemplated therein, but excluding any claims arising out of or pertaining
                                            to this Agreement or the Redemption Agreement (collectively, the “Company Released
                                            Claims”). The Company represents and warrants that no Company Released Claim released
                                            herein has been assigned, expressly, impliedly, or by operation of law, and that all Company
                                            Released Claims released herein are owned by the Company, which has the respective sole authority
                                            to release them. The Company agrees that it shall forever refrain and forebear from commencing,
                                            instituting or prosecuting any lawsuit action or proceeding, judicial, administrative or
                                            otherwise collect or enforce any Company Released Claim which is released and discharged
                                            herein.



 


		2.2.	Effective
                                            as of the Effective Date, Employee, for Employee and for the other Employee Parties, hereby
                                            irrevocably, unconditionally and forever releases, discharges and remises each Company Party,
                                            from all claims of any type and all manner of action and actions, cause and causes of action,
                                            suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants,
                                            contracts, controversies, agreements, promises, variances, trespasses, damages, judgments,
                                            executions, claims and demands whatsoever, in law or in equity, known or unknown, that any
                                            Employee Party may have now or may have in the future, against any of the Company Parties
                                            to the extent that those claims arose, may have arisen, or are based on events which occurred
                                            at any point in the past up to and including the Effective Date, including, without limitation,
                                            any such matters related to the Employment Agreement or the transactions contemplated therein,
                                            including all claims under all other federal, state and local discrimination provisions and
                                            all other statutory and common law causes of action relating in any way to Employee’s
                                            engagement by or separation from engagement by the Company, but excluding any claims arising
                                            out of or pertaining to this Agreement or the Redemption Agreement (collectively, and together
                                            with the claims arising pursuant to the laws as set forth below, the “Employee Released
                                            Claims”). Employee represents and warrants that no Employee Released Claim released
                                            herein has been assigned, expressly, impliedly, or by operation of law, and that all Employee
                                            Released Claims released herein are owned by Employee, who has the sole authority to release
                                            them. Employee agrees that Employee shall forever refrain and forebear from commencing, instituting
                                            or prosecuting any lawsuit action or proceeding, judicial, administrative or otherwise collect
                                            or enforce any Employee Released Claim which is released and discharged herein.



 




    	 



    	 



    

 


		2.3.	For
                                            purposes herein, “Affiliate” shall mean, as to any person or entity (each, a
                                            “Person”), any other Person that, directly or indirectly, through one of more
                                            intermediaries, controls, is controlled by or is under common control with such Person. For
                                            purposes of the immediately preceding sentence, the term “control” (including,
                                            with correlative meanings, the terms “controlling,” “controlled by”
                                            and “under common control with”), as used with respect to any Person, means the
                                            possession, directly or indirectly, of the power to direct or cause the direction of the
                                            management and policies of such Person, whether through ownership of voting securities, by
                                            contract or otherwise.



 


		2.4.	Each
                                            of the Parties hereby waives any and all rights which it may have with respect to this Agreement
                                            or the subject matter hereof, under the provisions of Section 1542 of the Civil Code of the
                                            State of California as now worded and as hereafter amended, which section provides that:



 


“A
general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor
at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the
debtor or released party.”


 


		2.5.	It
                                            is understood and agreed by each of the Parties that the facts in respect to which this Agreement
                                            is executed may turn out to be other than or different from the facts in the respect now
                                            known or believed by each of the Parties to be true; and with such understanding and agreement,
                                            each Party expressly accepts and assumes the risk of facts being other than or different
                                            from the assumptions and perceptions as of any date prior to and including the date hereof,
                                            and agrees that this Agreement shall be in all respects effective and shall not be subject
                                            to termination or rescission by reasons of any such difference in facts, and subject to the
                                            terms and conditions herein.



 


	3.	Covenant
                                            Not to File a Claim and Indemnification.



 


		3.1.	The
                                            Company, on its own behalf and on behalf of the Company Parties, agrees not to file for itself
                                            or on behalf of any other Company Party, any claim, charge, complaint, action, or cause of
                                            action against any Employee Party related to the Company Released Claims, and agrees to indemnify
                                            and save harmless such Employee Parties from and against any and all losses, including, without
                                            limitation, the cost of defense and legal fees, occurring as a result of any claims, charges,
                                            complaints, actions, or causes of action made or brought by any such Company Party against
                                            any Employee Party in violation of the terms and conditions of this Agreement. In the event
                                            that any Company Party brings a suit against any Employee Party in violation of this covenant,
                                            the Company agrees to pay any and all costs of the Employee Parties, including attorneys’
                                            fees, incurred by such Employee Parties in challenging such action. Any Employee Party is
                                            an intended third-party beneficiary of this Agreement.



 




    	 



    	 



    

 


		3.2.	Employee,
                                            on behalf of Employee and on behalf of each of the Employee Parties, agrees not to file for
                                            Employee or on behalf of any Employee Party, any claim, charge, complaint, action, or cause
                                            of action against any Company Party related to the Employee Released Claims, and further
                                            agrees to indemnify and save harmless such Company Parties from and against any and all losses,
                                            including, without limitation, the cost of defense and legal fees, occurring as a result
                                            of any claims, charges, complaints, actions, or causes of action made or brought by any such
                                            Employee Party against any Company Party in violation of the terms and conditions of this
                                            Agreement. In the event that any Employee Party brings a suit against any Company Party in
                                            violation of this covenant, Employee agrees to pay any and all costs of the Company Parties,
                                            including attorneys’ fees, incurred by such Company Parties in challenging such action.
                                            Any Company Party is an intended third-party beneficiary of this Agreement.



 


	4.	Affirmations.



 


		4.1.	The
                                            Company affirms that it has not filed, caused to be filed, or presently is a party to any
                                            claim, complaint, or action against any Employee Party in any forum or form and should any
                                            such charge or action be filed by any Company Party or by any other person or entity on any
                                            Company Party’s behalf involving matters covered by Section 2.1, the Company agrees
                                            to promptly give the agency or court having jurisdiction a copy of this Agreement and inform
                                            them that any such claims any such Company Party might otherwise have had are now settled.



 


		4.2.	Employee
                                            affirms that Employee has not filed, caused to be filed, or presently is a party to any claim,
                                            complaint, or action against any Company Party in any forum or form and should any such charge
                                            or action be filed by any Employee Party or by any other person or entity on any Employee
                                            Party’s behalf involving matters covered by Section 2.2, Employee agrees to promptly
                                            give the agency or court having jurisdiction a copy of this Agreement and inform them that
                                            any such claims any such Employee Party might otherwise have had are now settled.



 


		4.3.	This
                                            is a compromise and settlement of potential or actual disputed claims and is made solely
                                            for the purpose of avoiding the uncertainty, expense, and inconvenience of future litigation.
                                            Neither this Agreement nor the furnishing of any consideration concurrently with the execution
                                            hereof shall be deemed or construed at any time or for any purpose as an admission by any
                                            Party of any liability or obligation of any kind. Any such liability or wrongdoing is expressly
                                            denied. The Parties acknowledge that this Agreement was reached after good faith settlement
                                            negotiations and after each Party had an opportunity to consult legal counsel. This Agreement
                                            extends to, and is for the benefit of, the Parties, their respective successors, assigns
                                            and agents and anyone claiming by, through or under the Parties.



 




    	 



    	 



    

 


	5.	Non-Disparagement.
                                            Following the date hereof, neither Party shall make any statements or representations, or
                                            otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take
                                            any action, which may, directly or indirectly, disparage the other Party or any of such other
                                            Party’s Affiliates or their respective officers, directors, employees, advisors, businesses
                                            or reputations. Notwithstanding the foregoing, nothing in this Agreement shall preclude a
                                            Party from making truthful statements that are required by applicable law, regulation or
                                            legal process.



 


	6.	Representations
                                            and Warranties of the Parties. Each Party (the “Representing Party”) represents
                                            and warrants to the other Party as set forth in this Section 6.



 


		6.1.	Due
                                            Authority; No Violation. Representing Party has all requisite rights and authority or
                                            the capacity to execute, deliver and perform its obligations under this Agreement. The execution
                                            and delivery of this Agreement and the consummation of the transactions contemplated hereby
                                            have been duly and validly authorized by such Representing Party, and no other proceedings
                                            are necessary to authorize the execution, delivery and performance of this Agreement or the
                                            transactions contemplated hereby or thereby on the part of such Representing Party. The execution,
                                            delivery and performance of this Agreement will not (x) violate, conflict with, or result
                                            in the breach, acceleration, default or termination of, or otherwise give any other contracting
                                            party the right to terminate, accelerate, modify or cancel any of the terms, provisions,
                                            or conditions of any material agreement or instrument to which such Representing Party is
                                            a party or by which such Representing Party’s assets may be bound or (y) constitute
                                            a violation of any material applicable law, rule or regulation, or of any judgment, order,
                                            injunctive award or decree of any governmental authority applicable to such Representing
                                            Party or (z) conflict with, result in the breach or termination of any provision of, or constitute
                                            a default under (in each case whether with or without the giving of notice or the lapse of
                                            time, or both) any order, judgment, arbitration award, or decree to which such Representing
                                            Party is a party or by which it or any of its assets or properties are bound.



 


		6.2.	Approvals.
                                            No approval, authority, or consent of or filing by such Representing Party with, or notification
                                            to, any governmental authority, is necessary to authorize the execution and delivery of this
                                            Agreement or the consummation of the transactions contemplated herein.



 


		6.3.	Enforceability.
                                            This Agreement has been duly executed and delivered by such Representing Party and, assuming
                                            that this Agreement constitutes the legal, valid and binding obligation of the other Party,
                                            constitutes the legal, valid, and binding obligation of such Representing Party, enforceable
                                            against such Representing Party in accordance with its terms, except to the extent that the
                                            enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization,
                                            moratorium, fraudulent conveyance and other similar laws of general application affecting
                                            enforcement of creditors’ rights generally.



 


	7.	Miscellaneous.



 


		7.1.	Expenses.
                                            Other than as specifically set forth herein, each of the Parties shall pay its own costs
                                            that it incurs incident to the preparation, execution, and delivery of this Agreement and
                                            the performance of any related obligations, whether or not the transactions contemplated
                                            by this Agreement shall be consummated.



 




    	 



    	 



    

 


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



 


		7.3.	Representations
                                            and Warranties. All representations, warranties, and agreements made by the Parties pursuant
                                            to this Agreement shall survive the consummation of the transactions contemplated herein
                                            until the expiration of the applicable statute of limitations.



 


		7.4.	Effect
                                            of Waiver. The waiver by either Party of a breach of any provision of this Agreement
                                            shall not operate or be construed as a waiver of any subsequent breach hereof. No waiver
                                            shall be valid unless in writing.



 


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



 


		7.6.	No
                                            Third-Party Rights. Except as expressly provided in this Agreement, this Agreement is
                                            intended solely for the benefit of the Parties hereto and is not intended to confer any benefits
                                            upon, or create any rights in favor of, any person or entity other than the Parties hereto.



 


		7.7.	Entire
                                            Agreement; Amendment. This Agreement, the Redemption Agreement and the provisions of
                                            the Employment Agreement which survive the termination as set forth herein, set forth the
                                            entire agreement of the Parties hereto and supersede any and all prior agreements and understandings
                                            concerning the Employee’s employment by the Company. This Agreement may be changed
                                            only by a written document signed by the Employee and the Company.



 


		7.8.	Severability.
                                            If any one or more of the provisions, or portions of any provision, of the Agreement shall
                                            be held to be invalid, illegal or unenforceable, the validity, legality or enforceability
                                            of the remaining provisions or parts hereof shall not in any way be affected or impaired
                                            thereby.



 


		7.9.	Governing
                                            Law and Waiver of Jury Trial.



 


		7.9.1.	All
                                            questions concerning the construction, validity, enforcement and interpretation of this Agreement
                                            shall be determined, and this Agreement shall be governed by and construed and enforced in
                                            accordance with the internal laws of the State of California, and for all purposes shall
                                            be construed in accordance with the laws of such state, without giving effect to the choice
                                            of law provisions of such state.



 




    	 



    	 



    

 


		7.9.2.	each
                                            Party agrees that all legal proceedings concerning this Agreement shall be commenced in the
                                            state and federal courts sitting in Los Angeles County, California (the “Selected Courts”).
                                            Each Party hereto hereby irrevocably submits to the exclusive jurisdiction of the Selected
                                            Courts for the adjudication of any dispute hereunder or in connection herewith or with any
                                            transaction contemplated hereby or discussed herein (including with respect to the enforcement
                                            of the rights of a Party under this AGREEMENT, and hereby irrevocably waives, and agrees
                                            not to assert in any suit, action or proceeding, any claim that it is not personally subject
                                            to the jurisdiction of such Selected Courts, or such Selected Courts are improper or inconvenient
                                            venue for such proceeding. Each Party hereby irrevocably waives personal service of process
                                            and consents to process being served in any such suit, action or proceeding by mailing a
                                            copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)
                                            to such Party at the address in effect for notices to it under this Agreement and agrees
                                            that such service shall constitute good and sufficient service of process and notice thereof.
                                            Nothing contained herein shall be deemed to limit in any way any right to serve process in
                                            any other manner permitted by applicable law. 



 


		7.9.3.	TO
                                            THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL
                                            RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING
                                            TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES
                                            THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
                                            OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
                                            FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED
                                            TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
                                            IN THIS SECTION 7.9.3.



 


		7.9.4.	If
                                            any Party shall commence an action or proceeding to enforce any provisions of this Agreement,
                                            then the prevailing Party in such action or proceeding shall be reimbursed by the other Party
                                            for its attorneys’ fees and other costs and expenses incurred in the investigation,
                                            preparation and prosecution of such action or proceeding.



 




    	 



    	 



    

 


		7.10.	Notices.
                                            All notices and other communications hereunder shall be in writing and shall be given by
                                            hand delivery to the other Party, or by registered or certified mail, return receipt requested,
                                            postage prepaid, or by email with return receipt requested and received or nationally recognized
                                            overnight courier service, addressed as set forth below or to such other address as either
                                            Party shall have furnished to the other in writing in accordance herewith. All notices, requests,
                                            demands and other communications shall be deemed to have been duly given (i) when delivered
                                            by hand, if personally delivered, (ii) when delivered by courier or overnight mail, if delivered
                                            by commercial courier service or overnight mail, and (iii) on receipt of confirmed delivery,
                                            if sent by email.



 


If
to the Company:


 


Clubhouse
Media Group, Inc.


Attn:
Amir Ben-Yohanan


3651
Lindell Road, D517


Las
Vegas, NV 89103


Email:
amir_yoh@yahoo.com


 


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


 


Anthony
L.G., PLLC


Attn:
John Cacomanolis


625
N. Flagler Drive, Suite 600


West
Palm Beach, FL 33401


Email:
JCacomanolis@anthonypllc.com


 


If
to Employee, to the address and email address on file for the Employee in the books and records of the Company.


 


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



 


		7.12.	Counsel.
                                            The Parties acknowledge and agree that Anthony L.G., PLLC (“Counsel”) has acted
                                            as legal counsel to the Company, and that Counsel has prepared this Agreement at the request
                                            of the Company, and that Counsel is not legal counsel to Employee individually. Each of the
                                            Parties acknowledges and agrees that they are aware of, and have consented to, the Counsel
                                            acting as legal counsel to the Company and preparing this Agreement, and that Counsel has
                                            advised each of the Parties to retain separate counsel to review the terms and conditions
                                            of this Agreement and the other documents to be delivered in connection herewith, and each
                                            Party has either waived such right freely or has otherwise sought such additional counsel
                                            as it has deemed necessary. Each of the Parties acknowledges and agrees that Counsel does
                                            not owe any duties to Employee in Employee’s individual capacity in connection with
                                            this Agreement and the transactions contemplated herein. Each of the Parties hereby waives
                                            any conflict of interest which may apply with respect to Counsel’s actions as set forth
                                            herein, and the Parties confirm that the Parties have previously negotiated the material
                                            terms of the agreements as set forth herein.



 


		7.13.	Rule
                                            of Construction. The general rule of construction for interpreting a contract, which
                                            provides that the provisions of a contract should be construed against the Party preparing
                                            the contract, is waived by the Parties hereto. Each Party acknowledges that such Party was
                                            represented by separate legal counsel in this matter who participated in the preparation
                                            of this Agreement or such Party had the opportunity to retain counsel to participate in the
                                            preparation of this Agreement but elected not to do so.



 


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



 


[Signatures
appear on following page]


 




    	 



    	 



    

 


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


 


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