Exhibit 10.2


 


REDEMPTION
AGREEMENT


 


May
27, 2022


 


This
Redemption Agreement (this “Agreement”), dated as of the date and time 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 (“Stockholder”).
The Company and Stockholder may be referred to herein individually as a “Party” and collectively as the “Parties”.


 


RECITALS


 


WHEREAS,
Stockholder is the owner of certain shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”);
and


 


WHEREAS,
pursuant to the terms and conditions of this Agreement, Stockholder desires to sell, and the Company desires to purchase, all of the
Stockholder’s rights, title, and interest in and to 29,412 shares of Common Stock (the “Shares”) as further described
herein; and


 


WHEREAS,
in connection with the redemption of the Shares, the Parties shall undertake such further actions as set forth 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.	Agreement to Purchase and Sell. Subject to the terms and conditions of this Agreement, Stockholder
    shall sell, assign, transfer, convey, and deliver to the Company, and the Company shall accept and purchase, the Shares and any and
    all rights in the Shares to which Stockholder is entitled, and by doing so Stockholder shall be deemed to have assigned all of Stockholder’s
    rights, titles and interest in and to the Shares to the Company. The redeemed Shares shall be returned to the status of authorized
    but unissued shares of Common Stock. This Agreement and the transactions as set forth herein are entered into pursuant to the transactions
    as set forth in the Termination and Release Agreement entered into by the Parties on the Effective Date (the “Termination Agreement”),
    and are subject to the terms and conditions herein.




 


	2.	Consideration. The consideration for the acquisition of the Shares shall be $1.00 in total (the “Purchase Price”).




 


	3.	Closing; Deliveries; Additional Actions.




 


		3.1.	Closing.
                                            The purchase and sale of the Shares (the “Closing”) shall be held on the date
                                            hereof.



 


		3.2.	Deliveries
                                            at Closing. At the Closing, Stockholder shall deliver to the Company the stock power
                                            in the form as attached hereto to as Exhibit A, and such other documents as may be required
                                            under applicable law or reasonably requested by the Company, and the Company shall deliver
                                            to Stockholder the Purchase Price via check.



 




    	 



    	 



    

 


	4.	Representations
                                            and Warranties of the Stockholder. Stockholder represents and warrants to the Company
                                            as set forth below.



 


		4.1.	Organization
                                            and Standing. The Stockholder is natural person and has all requisite power and authority
                                            to own its properties and conduct its business as it is now being conducted. The nature of
                                            the business and the character of the properties the Stockholder owns or leases do not make
                                            licensing or qualification of the Stockholder as a foreign entity necessary under the laws
                                            of any other jurisdiction, except to the extent such licensing or qualification have already
                                            been obtained



 


		4.2.	Right
                                            and Title to Shares. Stockholder legally and beneficially owns the Shares and no other
                                            person or entity has any rights therein or thereto. There are no liens or other encumbrances
                                            of any kind on the Shares and Stockholder has the sole right to dispose of the Shares. There
                                            are no outstanding options, warrants or other similar agreements with respect to the Shares.



 


		4.3.	Due
                                            Authority; No Violation. Stockholder has all requisite rights and authority or the capacity
                                            to execute, deliver and perform Stockholder’s 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 all necessary action on the part of Stockholder,
                                            and no other proceedings on the part of Stockholder are necessary to authorize the execution,
                                            delivery and performance of this Agreement or the transactions contemplated hereby or thereby
                                            on the part of Stockholder. 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 Stockholder is a party or by which Stockholder or Stockholder’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 Stockholder 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 Stockholder is a party or by which it or any of Stockholder’s assets or properties
                                            are bound.



 


		4.4.	Approvals.
                                            No approval, authority, or consent of or filing by Stockholder 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.



 


		4.5.	Enforceability.
                                            This Agreement has been duly executed and delivered by Stockholder and, assuming that this
                                            Agreement constitutes the legal, valid and binding obligation of the Company, constitutes
                                            the legal, valid, and binding obligation of Stockholder, enforceable against Stockholder
                                            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.



 




    	 



    	 



    

 


	5.	Representations
                                            and Warranties of The Company. The Company represents and warrants to Stockholder as
                                            set forth below.



 


		5.1.	Organization
                                            and Standing. The Company is duly organized, validly existing, and in good standing under
                                            the laws of the State of Nevada and has all requisite power and authority to own its properties
                                            and conduct its business as it is now being conducted. The nature of the business and the
                                            character of the properties the Company owns or leases do not make licensing or qualification
                                            of the Company as a foreign entity necessary under the laws of any other jurisdiction, except
                                            to the extent such licensing or qualification have already been obtained.



 


		5.2.	Due
                                            Authority; No Violation. The Company 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 all necessary action on the part of the Company, and no other
                                            proceedings on the part of the Company are necessary to authorize the execution, delivery
                                            and performance of this Agreement or the transactions contemplated hereby or thereby on the
                                            part of the Company. 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 the Company is a party or by which it or its 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 the Company 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) the Company’s organizational documents, or any order, judgment, arbitration award,
                                            or decree to which such the Company is a party or by which it or any of its assets or properties
                                            are bound.



 


		5.3.	Approvals.
                                            No approval, authority, or consent of or filing by the Company 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.



 


		5.4.	Enforceability.
                                            This Agreement has been duly executed and delivered by the Company and, assuming that this
                                            Agreement constitutes the legal, valid and binding obligation of Stockholder, constitutes
                                            the legal, valid, and binding obligation of the Company, enforceable against the Company
                                            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.



 


	6.	Covenants
                                            and Agreements. 



 


		6.1.	Each
                                            of the Parties, as promptly as practicable, shall make, or cause to be made, all filings
                                            and submissions under laws applicable to it and its affiliates, as may be required for it
                                            to consummate the transactions contemplated hereby and shall use its commercially reasonable
                                            efforts to obtain, or cause to be obtained, all other authorizations, approvals, consents
                                            and waivers from all persons and governmental authorities necessary to be obtained by it
                                            or its affiliates, in order for it to consummate such transactions, at the cost of the Party
                                            required to file or submit the same. Notwithstanding anything to the contrary herein, nothing
                                            herein shall require, or be construed to require, any Party to agree to hold separate or
                                            to divest any of the businesses, product lines or assets.



 




    	 



    	 



    

 


		6.2.	Each
                                            Party shall promptly inform the other Party of any material communication from any governmental
                                            authority regarding any of the transactions contemplated by this Agreement and shall promptly
                                            furnish the other Party with copies of substantive notices or other communications received
                                            from any third party or any governmental authority with respect to such transactions. Each
                                            Party shall agree on the content of any proposed substantive written communication or submission
                                            or any oral communication to any governmental authority. If any Party or any affiliate thereof
                                            receives a request for additional information or documentary material from any such governmental
                                            authority with respect to the transactions contemplated by this Agreement, then such Party
                                            will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable
                                            and after consultation with the other Party, an appropriate response in compliance with such
                                            request. The Parties shall each, to the extent practicable, provide the other Party and its
                                            counsel with advance notice of and the opportunity to participate in any substantive discussion,
                                            telephone call or meeting with any governmental authority in respect of any filing, investigation
                                            or other inquiry in connection with the transactions contemplated by this Agreement and to
                                            participate in the preparation for such discussion, telephone call or meeting, to the extent
                                            not prohibited by the governmental authority.



 


		6.3.	Each
                                            of the Parties shall execute such documents and perform such further acts as may be reasonably
                                            required to carry out the provisions hereof and the actions contemplated hereby.



 


	7.	Miscellaneous.



 


		7.1.	Further
                                            Assurances. From time to time, whether at or following the Closing, each Party shall
                                            make reasonable commercial efforts to take, or cause to be taken, all actions, and to do,
                                            or cause to be done, all things reasonably necessary, proper or advisable, including as required
                                            by applicable laws, to consummate and make effective as promptly as practicable the transactions
                                            contemplated by this Agreement.



 


		7.2.	Expenses.
                                            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.



 


		7.3.	Fees.
                                            Each Party agrees to pay the costs and expenses, including reasonable attorneys’ fees,
                                            incurred by the prevailing Party in litigation, arbitration, administrative proceeding or
                                            any other proceeding related to the enforcement or interpretation of any of the terms of
                                            this Agreement.



 


		7.4.	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.



 


		7.5.	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.



 


		7.6.	Notices.
                                            All notices or other communications required or permitted hereunder shall be in writing and
                                            shall be given in accordance with the provisions of the Termination Agreement.



 




    	 



    	 



    

 


		7.7.	Governing
                                            Law and Waiver of Jury Trial.



 


		7.7.1.	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 Delaware, 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.



 


		7.7.2.	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. 



 


		7.7.3.	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 7.7.3.



 


		7.7.4.	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.



 




    	 



    	 



    

 


		7.8.	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 the other
                                            Party and any such purported assignment in contravention of the provisions herein shall be
                                            null and void and of no force or effect.



 


		7.9.	No
                                            Third Party Beneficiaries. Nothing in this Agreement shall confer any rights, remedies
                                            or claims upon any Person or entity not a party or a permitted assignee of a party to this
                                            Agreement.



 


		7.10.	Specific
                                            Performance. The Parties agree that irreparable damage would occur in the event that
                                            any of the provisions of this Agreement were not performed by them in accordance with the
                                            terms hereof or were otherwise breached and that each Party shall be entitled to an injunction
                                            or injunctions, specific performance and other equitable relief to prevent breaches of the
                                            provisions hereof and to enforce specifically the terms and provisions hereof, without the
                                            proof of actual damages, in addition to any other remedy to which they are entitled at law
                                            or in equity. Each Party agrees to waive any requirement for the security or posting of any
                                            bond in connection with any such equitable remedy, and agrees that it will not oppose the
                                            granting of an injunction, specific performance or other equitable relief on the basis that
                                            (a) any other Party has an adequate remedy at law, or (b) an award of specific performance
                                            is not an appropriate remedy for any reason at law or equity.



 


		7.11.	Entire
                                            Agreement. This Agreement and the Termination Agreement represent the entire understanding
                                            and agreement between the Parties regarding the subject matter hereof and supersede all prior
                                            agreements, representations, warranties, and negotiations between the Parties. This Agreement
                                            may be amended, supplemented, or changed only by an agreement in writing that makes specific
                                            reference to this Agreement or the agreement delivered pursuant to it, and must be signed
                                            by all of the Parties. This Agreement may not be amended by email or other electronic communications.



 


		7.12.	Interpretation.
                                            The Parties have jointly participated in the drafting and negotiation of this Agreement and
                                            if an ambiguity or question of interpretation should arise, this Agreement shall be construed
                                            as if drafted jointly by the Parties and no presumption of burden of proof shall arise favoring
                                            or burdening any Party by virtue of the authorship of any provision in this Agreement.



 


		7.13.	Severability.
                                            Whenever possible, each provision of this Agreement shall be interpreted in a manner to be
                                            effective and valid under applicable law, but if one or more of the provisions of this Agreement
                                            is subsequently declared invalid or unenforceable, the invalidity or unenforceability shall
                                            not in any way affect the validity or enforceability of the remaining provisions of this
                                            Agreement. In the event of the declaration of invalidity or unenforceability, this Agreement,
                                            as modified, shall be applied and construed to reflect substantially the intent of the Parties
                                            and achieve the same economic effect as originally intended by its terms. In the event that
                                            the scope of any provision to this Agreement is deemed unenforceable by a court of competent
                                            jurisdiction, or by an arbitrator, the Parties agree to the reduction of the scope of the
                                            provision as the court or arbitrator shall deem reasonably necessary to make the provision
                                            enforceable under the circumstances.



 




    	 



    	 



    

 


		7.14.	Headings.
                                            The headings contained in this Agreement are intended solely for convenience and shall not
                                            affect the rights of the Parties.



 


		7.15.	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 Stockholder 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 Stockholder in Stockholder’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.



 


		7.16.	Waiver.
                                            Waiver of any term or condition of this Agreement by any Party shall only be effective if
                                            in writing and shall not be construed as a waiver of any subsequent breach or failure of
                                            the same term or condition, or a waiver of any other term or condition of this Agreement.



 


		7.17.	Counterparts.
                                            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.



 


[Remainder
of page intentionally left blank – Signature pages follow]


 






    	 



    	 



    

 


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
	 	 
	 	Stockholder: Dmitry Kaplun
	 	 
	 	By:	 /s/ Dmitry Kaplun
	 	Name:	Dmitry Kaplun




 




    	 



    	 



    

 


Exhibit
A


 


IRREVOCABLE
STOCK POWER


[Clubhouse
Media Group, Inc.]


 


FOR
VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, Dmitry Kaplun (“Seller”) hereby assigns, transfers,
and conveys to Clubhouse Media Group, Inc., a Nevada corporation (the “Company”), all of Seller’s right, title, and
interest in and to 29,412 shares of common stock, par value $0.001 per share, of the Company, which are uncertificated, and hereby irrevocably
appoints the Chief Executive Officer of the Company, as Seller’s attorney-in-fact to transfer said shares on the books of the Company,
with full power of substitution in the premises.


 


Date:
May 27, 2022


 


	Seller Name: Dmitry Kaplun	 
	 	 
	By:	 	 
	Name:	Dmitry Kaplun