Exhibit 10.3


 


INDEPENDENT
DIRECTOR AGREEMENT


 


This
Independent Director Agreement (this “Agreement”), dated and made effective as of October 12, 2021 (the “Effective
Date”), is entered into by and between Clubhouse Media Group, Inc., a Nevada Corporation (“Company”), and Massimiliano
Musina, an individual resident of the Commonwealth of Puerto Rico (“Director”). The Company and Director may be referred
to herein individually as a “Party” or collectively as the “Parties”.


 


WHEREAS,
the Company has appointed the Director to the Board of Directors of Company (the “Board”) on the Effective Date and now desires
to enter into an agreement with the Director with respect to Director’s continuing service as a director of Company;


 


WHEREAS,
the Director is willing to continue serving as a director of Company upon the terms and conditions set forth herein and in accordance
with the provisions of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged. the Parties hereby agree as follows:


 


	1.	Defined
                                            Terms. Wherever the following terms are used in this Agreement, they shall have the meanings
                                            ascribed to them below, unless the context clearly indicates otherwise. Other capitalized
                                            terms in this Agreement are defined in the text hereof.



 


	 	(a)	“Affiliate”
    means, with reference to Company, any other Person controlling, controlled by or under the common control of Company. For purposes
    hereof, the term “control” (or any equivalent term) means having ownership of more than fifty percent (50%) of the voting
    securities of a Person or the power, whether through voting power or otherwise, to control the management policies of such Person.
	 	 	 
	 	(b)	“Common
    Stock” means the common stock, par value $0.001 per share, of Company.
	 	 	 
	 	(c)	“Person”
    means any natural person, corporation, company, partnership (including both general and limited partnerships), limited liability
    company, sole proprietorship, association, joint stock company, firm, trust, trustee, joint venture, unincorporated organization,
    executor, administrator, legal representative or other legal entity, including any governmental authority, entity or instrumentality.


 


		2.	Duties.



 


	 	(a)	Director
    agrees to serve as an independent Director of the Company and to be available to perform the duties consistent with such position
    pursuant to the Articles of Incorporation and Bylaws of the Company, and any additional codes, guidelines or policies of the Company
    that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada.
    The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director
    may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations
    under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the
    Company as is necessary to fulfill Director’s responsibilities as a Director of the Company and that Director expects the Other
    Employment will not in any way impact Director’s independence, and if Director determines that is no longer the case, Director
    will promptly notify the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person
    meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times
    when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with
    Director’s obligations under this Agreement. Subject to the forgoing, Director will use Director’s best efforts to promote
    the interests of Company and its shareholders.



 



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	 	(b)	Without
    limiting the generality of the foregoing, Director confirms that Director is independent (as such term has been construed under Nevada
    law with respect to directors of Nevada corporations and the OTC Markets, the NASDAQ Stock Exchange and the New York Stock Exchange).
    Director also confirms that, to Director’s knowledge, (a) Director does not possess material business, close personal relationships
    or other affiliations, or any history of any such material business, close personal relationships or other affiliations, with the
    Company’s significant equity or debt holders or any of their respective corporate affiliates that would cause Director to be
    unable to (i) exercise independent judgment based on the best interests of the Company or (ii) make decisions and carry out Director’s
    responsibilities as a Director of the Company, in each case in accordance with the terms of the Governance Documents and applicable
    law, and (b) Director has no existing relationship or affiliation of any kind with any entity Director knows to be a competitor of
    the Company. 
	 	 	 
	 	(c)	By
    execution of this Agreement, Director accepts Director’s appointment or election as an independent Director of the Company,
    and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and
    qualified or until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being
    engaged to serve as an independent Director of the Company only and is not being engaged to serve, and shall not serve, the Company
    in any other capacity.
	 	 	 
	 	(d)	Director’s
    status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee
    or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director
    hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility
    for discharging all tax or other obligations associated therewith.


 


	3.	Term.
                                            The term of this Agreement shall continue until the earliest of (a) such time as Director
                                            resigns or is removed in accordance with the Governance Documents, and (b) the death of the
                                            Director (the “Term”).



 


	4.	Compensation.
                                            For all services to be rendered by Director hereunder, and so long as Director remains a
                                            Director of the Company, the Company shall, during the Term, pay to Director the compensation
                                            and reimbursement of expenses as set forth in this Section 3.



 


	 	(a)	At
    the end of each calendar quarter during the Term, the Company shall issue and deliver to Director, on the last business day of such
    calendar quarter, a number of shares of Common Stock having a fair market value of $25,000 as of such date. The number of shares
    of Common Stock to be issued will be calculated by dividing $25,000 by the VWAP (as defined below). The compensation payable to Director
    pursuant to this Section 4(a) for any partial calendar quarter shall be pro-rated.
	 	 	 
	 	(b)	The
    Common Stock issued to Director shall be fully-assessable and shall be free and clear of adverse claims, encumbrances and other restrictions
    except for restrictions on transferability imposed under or by virtue of the U.S. securities laws and any “lock-up” agreement
    that Company may require its officers and directors to sign in connection with any financing or public offering.
	 	 	 
	 	(c)	The
    Common Stock issued to Director shall be shares of Common Stock registered on the Company’s Form S-8 filed by the Company.
	 	 	 
	 	(d)	During
    the Term, Company shall reimburse Director for all reasonable out-of-pocket expenses incurred by Director in attending any in-person
    meetings, provided that Director complies with the generally applicable policies, practices and procedures of the Company for submission
    of expense reports, receipts or similar documentation of such expenses. Any reimbursements for allocated expenses (as compared to
    out-of-pocket expenses of the Director in excess of $500.00) must be approved in advance by the Company.
	 	 	 
	 	(e)	“VWAP”
    means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
    for trading on the OTC Markets or a United States national securities exchange (as applicable, the “Trading Market”),
    the daily volume weighted average closing price of the Common Stock during the 22 Trading Day (as defined below) period immediately
    prior to the calculation date, as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:02
    p.m. (New York City time)), (b) if the Common Stock is not then listed or quoted for trading on a Trading Market, and if prices for
    the Common Stock are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization
    or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported,
    or (c) in all other cases, the fair market value of a share of Common Stock as is determined in good faith by the Board of the Company,
    without the involvement of the Director, after taking into consideration factors it deems appropriate, including, without limitation,
    recent sale and offer prices of the capital stock of the Company in private transactions negotiated at arm’s length. For purposes
    herein, “Trading Day” shall mean any day on which the Trading Market is generally open for business and on which the
    Common Stock is then traded.


 




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	5.	Ownership
                                            & Protection of Company Property.



 


	 	(a)	Ownership;
    Results of Services. Company shall own, and Director hereby assigns and agrees to fully disclose and convey to Company, all of
    Director’s right, title and interests, of every kind and character and in perpetuity, in and to the results of Director’s
    services to Company as contemplated hereunder, including all tangible and intangible property, material, information. ideas, concepts,
    improvements, discoveries, and inventions, whether patentable or not, that are conceived, generated, developed, or made by Director,
    individually or in conjunction with others, during the period of Director’s services to Company (whether during business hours
    or otherwise and whether on Company’s premises or otherwise) which relate in any way to Company’s business, technologies,
    operations, products or services, including (1) all rights and interests of Director in any invention, patent or patent rights, trademark
    and other intellectual property, including a waiver by Director of rights granted under the (U.S.) Artists Visual Rights Act, (2)
    printed or digitally generated or stored files, notes, memoranda, correspondence, lists, documents and other corporate instruments
    and records, (3) information relating to or including any Confidential Information (as defined below), and (4) all writings or materials
    of any type, whether printed or in digital format or otherwise, embodying any of the foregoing property, material or information.
	 	 	 
	 	(b)	Work
    for Hire; Assignments. The services performed by Director for Company shall constitute “work for hire” and the results
    of such services or work shall be owned by Company. Director agrees to execute and deliver to Company such assignments or other instruments
    as Company may require from time to time to evidence Company’s ownership of the results, work product and proceeds of all such
    services and work performed by Director hereunder.
	 	 	 
	 	(c)	Return
    of Company Property. Upon any termination of this Agreement or cessation of Director’s services to Company, Director shall
    immediately return to Company all property (including both tangible and intangible property) that is considered the property of Company,
    including keys, records, employee badges, entry cards, records, notes, data, models, memoranda, and other documents, equipment or
    information or data (including Confidential Information) that are in the possession, custody or control of Director (or any person
    acting with or at the behest of Director), whether in physical, electronic or digital form, or otherwise, and whether or not such
    property was conceived, developed, generated or made by Director or by others. Under no circumstances shall Director be entitled
    to replicate or reproduce, or retain copies of, any of the property of Company following termination, resignation or cessation of
    Director’s services to Company as contemplated under this Agreement.
	 	 	 
	 	(d)	Certification.
    Director shall, upon any termination, resignation or cessation of Director’s services to Company, certify to Company in writing
    that Director has returned to Company all property of Company as required hereunder and that no copies, replicas or reproductions
    of any such property have been retained by Director or by any other Person acting with or at the behest of Director or to whom or
    which such materials may have been disclosed or delivered by Director at any time.


 




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	6.	Confidentiality.



 


		(a)	Confidential
                                            Information. Each Party acknowledges and agrees that, as a result of and during the services
                                            provided by Director as a member of the Board, Director will acquire, develop or participate
                                            in developing, or otherwise have access to non-public information, data and other matters
                                            that are considered highly confidential to Company and that are the property of Company or
                                            are licensed by Company from other Persons, including all of the following (collectively,
                                            the “Confidential Information”):



 


		(i)	inventions,
                                            ideas, discoveries, methods and methodologies, processes, products, product designs, technical
                                            information, know-how, copyrights and works of authorship, drawings, schematics, and supplier,
                                            client and customer lists, prices and costs;



 


		(ii)	information
                                            technology, systems, processes, designs, platforms and software, including code, algorithms
                                            and other components of any software



 


		(iii)	studies,
                                            analyses, strategic and tactical plans, marketing plans and surveys, maps, photographs and
                                            other media and image recordings, and point-of-services locations and information



 


		(iv)	corporate,
                                            business, financial, accounting, legal and regulatory information, data and records generated
                                            maintained by or for Company (including drafts, reproductions and copies thereof), including
                                            organizational charts, shareholder lists, meetings, minutes and resolutions, personnel files
                                            and personal privacy data, contracts, agreements, notes, debentures, security instruments,
                                            finance and financing instruments and documents, real and personal property leases, licenses
                                            and other commercial transaction documents and records; and



 


		(v)	information
                                            considered a “trade secret” under the (U.S.) Defend Trade Secrets Act (Pub. L.
                                            No. 114-153, 130 Stat. 376, codified in Title 18, United States Code) and/or under the Nevada
                                            Uniform Trade Secrets Act (NRS § 600A.010 et seq).



 


		(b)	Material
                                            Non-Public Information. For purposes of this Agreement, and except as provided below,
                                            “Material Non-Public Information” shall mean any information obtained by the
                                            Director hereunder, whether otherwise constituting Confidential Information or not, with
                                            respect to which there is a substantial likelihood that a reasonable investor would consider
                                            such information important or valuable in making any of his, her or its investment decisions
                                            or recommendations to others with respect to the Company or any of its equity securities
                                            or debt, or any derivatives thereof, or information that is reasonably certain to have a
                                            substantial effect on the price of the Company’s securities or debt, or any derivatives
                                            thereof, whether positive or negative.



 




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		(c)	Restrictions.



 


		(i)	During
                                            the Term and for a period of five (5) years thereafter the Director agrees to use the Confidential
                                            Information only for the purpose of fulfilling Director’s obligations hereunder (the
                                            “Purpose”) and shall use reasonable care not to disclose Confidential Information
                                            to any non-affiliated third party, such care to be at least equal to the care exercised by
                                            Director as to Director’s own Confidential Information, which standard of care shall
                                            not be less than the current industry standard in effect as of the date of such receipt.
                                            Director agrees that it shall make disclosure of any such Confidential Information only to
                                            employees (including temporary and leased employees subject to a confidentiality obligation),
                                            officers, directors, attorneys and wholly owned subsidiaries (collectively, “Representatives”),
                                            to whom disclosure is reasonably necessary for the Purpose. Director shall appropriately
                                            notify such Representatives that the disclosure is made in confidence and shall be kept in
                                            confidence in accordance with this Agreement. Director shall be responsible for the failure
                                            of Director’s representatives or agents to comply with the terms of this Agreement.



 


		(ii)	In
                                            addition, Director agrees that, for as long as any information, including Confidential Information,
                                            continues to meet the definition of Confidential Information as set forth herein, Director
                                            shall not (1) buy or sell any securities or derivative securities of or related to the Company,
                                            or any interest therein or (2) undertake any actions or activities that would reasonably
                                            be expected to result in a violation of the Securities Act of 1933, as amended, or the rules
                                            and regulations thereunder, or of the Securities Exchange Act of 1934, as amended, including,
                                            without limitation, Section 10(b) thereunder, or the rules and regulations thereunder, including,
                                            without limitation, Rule 10b-5 promulgated thereunder.



 


		(iii)	Without
                                            the prior consent of the Company, the Director shall not remove any proprietary, copyright,
                                            trade secret or other protective legend from the Confidential Information.



 


		(iv)	Director
                                            acknowledges that the Confidential Information disclosed hereunder may constitute “Technical
                                            Data” and may be subject to the export laws and regulations of the United States. Director
                                            agrees it will not knowingly export, directly or indirectly, any Confidential Information
                                            or any direct product incorporating any Confidential Information, whether or not otherwise
                                            permitted under this Agreement, to any countries, agencies, groups or companies prohibited
                                            by the United States Government unless proper authorization is obtained.



 


		(v)	Nothing
                                            herein shall be construed as granting to Director or Director’s affiliates any right
                                            or license to use or practice any of the information defined herein as Confidential Information
                                            and which is subject to this Agreement as well as any trade secrets, know-how, copyrights,
                                            inventions, patents or other intellectual property rights now or hereafter owned or controlled
                                            by the of the Company. Except as allowed by applicable law, Director shall not use any tradename,
                                            service mark or trademark of the of the Company or refer to the of the Company in any promotional
                                            or sales activity or materials without first obtaining the prior written consent of the Company.



 




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		(d)	Exceptions.
                                            The obligations imposed in this Agreement shall not apply to any information that:



 


		(i)	was
                                            already in the possession of Director at the time of disclosure without restrictions on its
                                            use or is independently developed by Director after the effective date of this Agreement,
                                            provided that the person or persons developing same have not used any information received
                                            from the Company in such development, or is rightfully obtained from a source other than
                                            from the Company;



 


		(ii)	is
                                            in the public domain at the time of disclosure or subsequently becomes available to the general
                                            public through no fault of Director;



 


		(iii)	is
                                            obtained by Director from a third person who is under no obligation of confidence to the
                                            Company;



 


		(iv)	is
                                            disclosed without restriction by the Company; or



 


		(v)	is
                                            disclosed pursuant to the order of a court or administrative body of competent jurisdiction
                                            or a government agency, provided that Director shall notify the Company prior to such disclosure
                                            and shall cooperate with the Company in the event the Company elects to legally contest,
                                            request confidential treatment, or otherwise avoid such disclosure.



 


		(e)	Return
                                            of Confidential Information. Upon termination of this Agreement for any reason or upon
                                            request by the Company made at any time, all Confidential Information, together with any
                                            copies of same as may be authorized herein, shall be returned to the Company, or destroyed
                                            and certified as such by an officer of Director. Director may retain one copy of all written
                                            Confidential Information for Director’s files for reference in the event of a dispute
                                            hereunder.



 


		(f)	Ownership
                                            of Confidential Information. As between the Company and Director, the Confidential Information
                                            and any Derivative thereof (as defined below), whether created by the Company or the Director,
                                            will remain the property of the Company. For purposes of this Agreement, “Derivative”
                                            shall mean: (i) for copyrightable or copyrighted material, any translation, abridgement,
                                            revision or other form in which an existing work may be recast, transformed or adapted, and
                                            which constitutes a derivative work under the Copyright laws of the United States; (ii) for
                                            patentable or patented material, any improvement thereon; and (iii) for material which is
                                            protected by trade secret, any new material derived from such existing trade secret material,
                                            including new material which may be protected by copyright, patent and/or trade secret.



 


		(g)	Request
                                            for Confidential Information Pursuant to Court or Other Proceeding. If Director is requested
                                            or required (by oral questions, deposition, interrogatories, subpoena, civil investigative
                                            demand or other similar non-criminal process) to disclose any Confidential Information supplied
                                            to Director under this Agreement, the Director will provide the Company with prompt written
                                            notice of such request(s) so that the Company may, at the Company’s option, (a) seek
                                            an appropriate protective order; (b) consult with the Director on the advisability of taking
                                            steps to resist or narrow such request or requirement; or (c) waive in writing the Director’s
                                            compliance with the provisions of this Agreement for the sole purpose of complying with the
                                            request. If, in the absence of a protective order or the receipt of a written waiver hereunder,
                                            the Director is nonetheless, in the reasonable opinion of Director’s counsel, compelled
                                            to disclose Confidential Information to any governmental tribunal or else stand liable for
                                            contempt or suffer other censure or penalty, the Director will cooperate with the Company
                                            at the Company’s expense in any attempt that the Company may make to obtain an order
                                            or other reliable assurance that confidential treatment will be provided by such tribunal
                                            for all or designated portions of such Confidential Information disclosed by the Company.



 




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		(h)	No
                                            License. Nothing in this Agreement shall be construed as granting any right or license
                                            to the Director or any other Person, by implication or otherwise, with respect to any Confidential
                                            Information, except for the limited purposes set forth above.



 


		(i)	Notice.
                                            In accordance with the (U.S.) Defend Trade Secrets Act, Company hereby provides to Director
                                            the following notice of immunity protection available thereunder:



 


“An
individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret
that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or
investigating a suspected violation of law. An individual shall not be held criminally or civilly liable under any Federal or State trade
secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding,
if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation
of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding,
if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant
to court order.”


 


	7.	Director’s
                                            Representation and Acknowledgment. Director represents to the Company that Director’s
                                            execution and performance of this Agreement shall not be in violation of any agreement or
                                            obligation (whether or not written) that Director may have with or to any person or entity,
                                            including without limitation, any prior or current employer. The Director hereby acknowledges
                                            and agrees that this Agreement (and any other agreement or obligation referred to herein)
                                            shall be an obligation solely of the Company, and the Director shall have no recourse whatsoever
                                            against any shareholder of Company or any of any of its affiliate or subsidiary companies
                                            with respect to any matter arising under this Agreement.



 


	8.	Governing
                                            Law; Consent to Jurisdiction.



 


		(a)	Governing
                                            Law. This Agreement, including the validity, substance, interpretation and enforcement
                                            thereof, shall be governed in all respects by the laws of the State of Nevada without regard
                                            to its conflicts of laws or choice of laws principles.



 




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		(b)	Consent
                                            to Jurisdiction; Choice of Forum. Company and Employee each hereby irrevocably consent
                                            to the jurisdiction of the courts of the State of Nevada for all purposes in connection with
                                            any action, proceeding or dispute that arises out of or relates to this Agreement and agree
                                            that any action or proceeding instituted by either of them under or relating to this Agreement
                                            shall be commenced and prosecuted exclusively and finally in the state courts of the State
                                            of Nevada.



 


	9.	Notices.
                                            All notices under this Agreement shall be in writing. Notices may be served by certified
                                            or registered mail, postage paid with return receipt requested; by private courier, prepaid;
                                            by other reliable form of electronic communication; or personally. Mailed notices shall be
                                            deemed delivered five (5) days after mailing, properly addressed. Couriered notices shall
                                            be deemed delivered on the date that the courier warrants that delivery will occur. Electronic
                                            communication notices shall be deemed delivered when receipt is either confirmed by confirming
                                            transmission equipment or acknowledged by the addressee or its office. Personal delivery
                                            shall be effective when accomplished. Any Party may change its address by giving notice,
                                            in writing, stating its new address, to the other Party. Subject to the forgoing, notices
                                            shall be sent as to the addresses for notices as set
                                            forth on the signature page of this Agreement or as subsequently modified by written notice
                                            by a Party to the other Party.



 


	10.	General
                                            Provisions.



 


		(a)	Amendment,
                                            Waiver & Termination. No amendment, modification, supplement, termination or cancellation
                                            of this Agreement shall be effective unless it is in writing and signed by each Party. No
                                            waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute
                                            a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute
                                            a continuing waiver.



 


		(b)	Remedies.
                                            Each Party agrees that the obligations contained in this Agreement are necessary and reasonable
                                            in order to protect the Confidential Information and the other agreements of the Parties
                                            as set forth herein, and acknowledges that any breach by a Party of the terms hereunder will
                                            result in irreparable and continuing damages to the other Party for which there will be no
                                            adequate remedy at law. Accordingly, each Party agrees that, in addition to any other remedies
                                            available at law, each Party shall be entitled to obtain an injunction or other equitable
                                            relief, including, without limitation, specific performance, without proof of actual damages
                                            or exhausting other remedies, in addition to all other remedies available to the Parties
                                            at law or in equity, against a threatened or continuing breach of this Agreement by the Director
                                            without the necessity of proving actual damages.



 


		(c)	Integration;
                                            Entirety. This Agreement sets forth the entire understanding between the Parties and
                                            supersedes and merges all previous written and oral negotiations, commitments, understandings
                                            and agreements relating to the subject matter hereof between the Parties.



 


		(d)	Severability.
                                            In the event that any provision contained in this Agreement (including any provision within
                                            a single section, paragraph or sentence) is held by a court of competent jurisdiction to
                                            be invalid, void or otherwise unenforceable, the remaining provisions shall remain enforceable
                                            to the fullest extent permitted by law. In connection therewith, and to the fullest extent
                                            possible, the provisions of this Agreement (including each portion of this Agreement containing
                                            any provision held to be invalid, void or otherwise unenforceable that is not itself invalid,
                                            void or unenforceable) shall be construed so as to give effect to the intent manifested by
                                            the Parties in the provision held invalid, illegal or unenforceable.



 


		(e)	Assignment.
                                            Neither Party may assign this Agreement without the prior written consent of the other.



 


		(f)	Counterparts.
                                            This Agreement may be executed in two or more counterparts, each of which shall be deemed
                                            to be an original, but all of which shall constitute the same agreement. The Parties’
                                            exchange and delivery of this Agreement and of signature pages by facsimile transmission,
                                            portable document format (.pdf) or other electronic format shall be deemed to be their original
                                            signatures for all purposes.



 


[Signatures
appear on following page]


 




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IN
WITNESS WHEREOF, the Parties have 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
	 	 	 
	 	Address
    for notices:
	 	 	 
	 	Clubhouse
    Media Group, Inc. 
	 	Attn:
    Amir Ben-Yohanan
	 	201
    Santa Monica Blvd. Suite 300
	 	Santa
    Monica, CA 90401
	 	Or
    via email to the email address provided to the Director. 
	 	 	 
	 	Massimiliano
    Musina 
	 	 	 
	 	 	 
	 	By:	/s/
    Massimiliano Musina
	 	Name:	Massimiliano
    Musina 
	 	 	 
	 	Address
    for notices:
	 	 	 
	 	Massimiliano
    Musina 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	Or
    via email to the email address provided to the Company.


 




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