Exhibit
10.1


 


JOINT
SERVICES AGREEMENT


 


Dated
as of July 12, 2021


 


This
Joint Services Agreement (“Agreement”) is made and entered into as of the date first set forth above (the “Effective
Date”), by and between (i) Clubhouse Media Group, Inc., a Nevada corporation (“CMGR”); (ii) FinTekk AP, LLC, a Texas
limited liability company (“FinTekk”); and (iii) Rick Ware Racing, LLC, a North Carolina limited liability company (“RWR”).
Each of CMGR, FinTekk and RWR may be referred to herein individually as a “Party” and collectively as the “Parties.”


 


WHEREAS,
FinTekk and RWR are professional motorsports racing and marketing companies providing services focused specifically in the NASCAR Cup
Series, NASCAR Xfinity Series, the IndyCar Racing Series, and the IMSA Sports Car Championship Series;


 


WHEREAS
CMGR is a company that provides services in the social media influencer space and other social media spaces; and


 


WHEREAS,
subject to the terms and conditions herein, FinTekk and RWR desire to provide certain services to CMGR, and CMGR desires to provide certain
services to RWR;


 


NOW,
THEREFORE, in consideration of the mutual promises set forth herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereby agree as follows:


 


1.
Engagement.


 


	 	(a)	In
    exchange for the compensation as set forth herein and subject to the other terms and conditions hereinafter set forth, CMGR hereby
    engages FinTekk during the Term (as defined below), on a non-exclusive basis, to render the services to CMGR set forth in Section
    2(a) as an independent contractor of CMGR, and FinTekk hereby accepts such engagement.
	 	 	 
	 	(b)	In
    exchange for the compensation as set forth herein and subject to the other terms and conditions hereinafter set forth, CMGR hereby
    engages RWR during the Term, on a non-exclusive basis, to render the services to CMGR set forth in Section 2(b) as an independent
    contractor of CMGR, and RWR hereby accepts such engagement.
	 	 	 
	 	(c)	In
    exchange for the compensation as set forth herein and subject to the other terms and conditions hereinafter set forth, hereby engages
    CMGR during the Term, on a non-exclusive basis, to render the services to RWR set forth in Section 2(c) as an independent contractor
    of RWR, and CMGR hereby accepts such engagement.


 


2.
Services.


 


	 	(a)	Subject to the terms and conditions herein and for the Term, FinTekk shall provide CMGR with the following services and such additional services as agreed to by CMGR and FinTekk in writing following the Effective Date (collectively, the “FinTekk-CMGR Services”), in each case subject to the other limitations below:
	 	 	 	 	 
	 	 	 	(i)	FinTekk
    shall provide marketing and branding consulting services utilizing the RWR racing platform.


 




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	 	 	 	(ii)	During
    the Term, FinTekk will promote CMGR as the primary brand for the NASCAR race events in which RWR participates in conjunction with
    the RWR platform. Consulting with RWR physical branding services shall include pre-race lettering and brand wrap(s) for the following:


 


	 	 	 	(1)	Race
    cars branded renderings/graphics;
	 	 	 	(2)	Trailers/haulers
    graphics;
	 	 	 	(3)	Team/crew
    apparel;
	 	 	 	(4)	Driver
    suits;
	 	 	 	(5)	“Driver-CMGR
    Hero cards” and related materials for autograph and fan sessions; and
	 	 	 	(6)	regular
    event related NASCAR national press releases, stories, team owner and driver interviews.


 


	 	(b)	Subject to the terms and conditions and for the Term, RWR shall provide CMGR with the following services and such additional services as agreed to by CMGR and RWR in writing following the Effective Date (collectively, the “RWR-CMGR Services”), in each case subject to the other limitations below:
	 	 	 	 	 
	 	 	 	(i)	RWR
    will provide racing car drivers including F-1/IndyCar driver Romain Grosjean and IMSA Asia Le Mans champion Cody Ware in Indycar
    and NASCAR, as well as NASCAR and development team drivers and athletes currently competing in motor racing. IndyCar branding will
    be in conjunction with existing annual sponsors including Nurtec and others.
	 	 	 	 	 
	 	 	 	(ii)	RWR
    will engage and integrate its social media team with CMGR team members to collaborate, promote and market CMGR to the racing fan
    bases of NASCAR and IndyCar through the use of each other’s social and digital media platforms. Storylines and branding ideas
    to be generated and integrated by RWR and CMGR, and then distributed on each Party’s respective digital media platforms. Branding
    and messaging is subject to final approval of RWR, CMGR, NASCAR and any broadcasting partners.
	 	 	 	 	 
	 	(c)	Subject to the terms and conditions and for the Term, CMGR shall provide RWR with the following services and such additional services as agreed to by CMGR and RWR in writing following the Effective Date (collectively, the “CMGR-RWR Services”), in each case subject to the other limitations below:
	 	 	 	 	 
	 	 	 	(i)	CMGR
    will engage and integrate its social media/influencer member network and production teams with RWR team members to collaborate, promote
    and market RWR racing efforts and story lines through various media platforms operated or familiar to CMGR.
	 	 	 	 	 
	 	 	 	(ii)	Designated
    by CMGR, social media ‘Influencers” shall collaborate with CMGR and incorporate storylines and branding ideas to be generated
    by the Parties and integrated by RWR and CMGR into its respective digital media platforms. The branding and messaging is subject
    to the final approval of RWR, CMGR, NASCAR and any broadcast partners.


 




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	 	(d)	With
    respect to the provisions in this Agreement which apply equally to the FinTekk-CMGR Services, the RWR-CMGR Services and the CMGR-RWR
    Services, the FinTekk-CMGR Services, the RWR-CMGR Services and the CMGR-RWR Services may be referred to herein individually as the
    “Services”. A Party providing any Services hereunder, with respect to the provision of such applicable Services, may
    be referred to as the “Providing Party”, and a Party receiving any such Services hereunder, with respect to the receipt
    of such applicable Services, may be referred to as the “Receiving Party”.


 


3.
Additional Provisions and Limitations.


 


	 	(a)	The
    “Services” hereunder will apply with respect to the following racing events (the “Events”):


 


	DATE	 	EVENT	 	TRACK	 	LOCALE	 	NETWORK	 	BRANDING
	7/18/21	 	Foxwoods Resort Casino 301	 	New Hampshire	 	Loudon, NH	 	NBCSN/PRN	 	Primary
	10/3/21	 	Yellawood 500	 	Talladega	 	Talladega, AL	 	NBC/MRN	 	Primary
	10/10/21	 	Bank of America Roval 400	 	Charlotte	 	Charlotte, NC	 	NBC/PRN	 	Primary
	10/31/21	 	Xfinity 500	 	Martinsville	 	Martinsville, VA	 	NBC/MRN	 	Primary
	11/7/21	 	NASCAR Cup Championship	 	Phoenix International	 	Phoenix, AZ	 	NBC/MRN	 	Primary
	8-Aug-21	 	Big Machine Music City	 	Streets	 	Nashville, TN	 	NBC	 	Grosjean
	14-Aug-21	 	Big Machine Spiked Coolers	 	Indy	 	Indianapolis, IN	 	NBC	 	Grosjean
	21-Aug-21	 	Bommarito Automotive Group	 	WW Technology	 	St. Louis, MS	 	NBCSN	 	Grosjean
	12-Sep-21	 	Grand Prix of Portland	 	Portland International	 	Portland, OR	 	NBC	 	Grosjean
	9/19/2021	 	Firestone Grand Prix of Monterrey	 	Laguna Seca	 	Monterrey, Ca.	 	NBC	 	Grosjean
	26-Sep-21	 	Acura Grand Prix of Long Beach	 	Streets	 	Long Beach, Ca.	 	NBCSN	 	Grosjean



 


	 	(b)	Events
    which are noted as “Primary” in the table above relate to Events in which the racing asset/car dedicated to the CMGR
    brand for the weekend and that particular racing event. Car numbers and drivers may vary.
	 	 	 
	 	(c)	Events
    which are noted as “Grosjean” in the table above are defined as the brand logo designated on the racing asset/car in
    a key location for that particular type a racing car (in this case IndyCar) supported by the racing driver/personality for that racing
    event (Grosjean).
	 	 	 
	 	(d)	All
    Events for the NASCAR Cup Series or Xfinity Series races, IndyCar races and IMSA Sports Car races shall be televised on a national
    network such as NBC, NBCSN, FOX, CBS and others to be determined. Race day events shall be accompanied by outside media and press
    directed by RWR staff in conjunction with CMGR marketing executives.
	 	 	 
	 	(e)	During
    the Term, each Party shall cooperate with the other Parties and proceed, as promptly as is reasonably practicable, to seek to obtain
    all necessary consents and to endeavor to comply with all other legal or contractual requirements to facilitate the implementation
    of the terms of this Agreement.


 




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	 	(f)	Notwithstanding
    the definition of the “Services” as set forth above, it is acknowledged and agreed by the Parties that none of the Parties
    carries any professional licenses, and is not rendering legal advice or performing accounting services, nor acting as an investment
    advisor or broker/dealer within the meaning of the applicable state and federal securities laws. The Services of a Providing Party
    hereunder shall not be exclusive nor shall a Providing Party be required to render any specific number of hours or assign specific
    personnel to any Receiving Party or its projects.
	 	 	 
	 	(g)	Notwithstanding
    the definition of the “Services” as set forth above, each Providing Party shall specifically not provide any of the following
    services to any Receiving Party: (i) negotiation for the sale of the Receiving Party’s securities or participation in discussions
    between the Receiving Party and the potential investors; (ii) assisting in structuring any transactions involving the sale of the
    Receiving Party’s securities; (iii) engage in any pre-screening of potential investors to determine their eligibility to purchase
    any securities or engaging in any pre-selling efforts for the Receiving Party’s securities; (iv) discuss details of the nature
    of the securities sold or whether recommendations were made concerning the sale of the securities; (v) engage in due diligence activities;
    (vi) provide advice relating to the valuation of or the financial advisability of any investments in the Receiving Party; or (vii)
    handle any funds or securities on behalf of the Receiving Party.
	 	 	 
	 	(h)	Providing
    Party will use its commercially reasonable efforts to provide the applicable Services using the best of its professional skills and
    in a manner consistent with generally accepted standards for the performance of such work.
	 	 	 
	 	(i)	Each
    Party acknowledges that each other Party is engaged in other business activities, and that it will continue such activities during
    the Term of this Agreement. No Party shall be restricted from engaging in other business activities during the Term.


 


4.
Term; Termination.


 


	 	(a)	The
    term of this Agreement shall commence on the Effective Date and shall continue until the first business day following the last Event
    as set forth above (i.e., the Phoenix championship race on the 2021 NASCAR official schedule), unless sooner terminated in accordance
    with the terms herein (the “Term”).
	 	 	 
	 	(b)	This
    Agreement and the Term may be terminated for convenience by any Party after 50% of the Events have concluded and with two (2) weeks’
    prior written notice to the other Parties.
	 	 	 
	 	(c)	This
    Agreement and the Term may be terminated at any time by a Party, with notice to the other Parties, in the event that another other
    Party materially breaches the terms or conditions of this Agreement, and such breach is either not capable of cure or, if capable
    of cure, is not cured within three (3) days of written notice to the breaching Party.
	 	 	 
	 	(d)	Upon
    the termination or expiration of the Term, the Parties shall have no further obligations hereunder other than those which arose prior
    to such termination or which are explicitly set forth herein as surviving any such termination or expiration.


 




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5.
Compensation and Expenses.


 


	 	(a)	The
    compensation payable by a Receiving Party to a Providing Party hereunder shall be payable with respect to each of the Events, provided
    that the Term and this Agreement have not been terminated prior to the commencement of such Event (the “Event Compensation”).
    Each Event Compensation shall be issued, due and payable by the applicable Receiving Party to the applicable Providing Party based
    on schedules determined in Section 5(b) and 5(c) below. In the event that this Agreement and the Term are terminated prior to the
    commencement of such Event, no Event Compensation shall be due or payable by any Party to any other Party hereunder with respect
    to any Events occurring following the date of such termination, provided that, for the avoidance of doubt, the obligations to pay
    any Event Compensation with respect to Events which have been completed prior to such termination shall survive and remain effective.
	 	 	 
	 	(b)	Subject
    to the terms and conditions herein, in return for the provision by FinTekk of the FinTekk-CMGR Services, with respect to each Event,
    the Event Compensation payable by CMGR to FinTekk with respect to such Event shall be the issuance by CMGR to FinTekk of 51,146 shares
    of common stock, par value $0.001 per share (the “Common Stock”), of CMGR (the “Shares”). The Shares shall
    be issued of the first business day following the completion of the applicable Event.
	 	 	 
	 	(c)	Subject
    to the terms and conditions herein, in return for the provision by RWR of the RWR-CMGR Services, with respect to each Event, the
    Event Compensation payable by CMGR to RWR with respect to such Event shall be payment of the sum of $113,636, which shall be due
    and payable to RWR on the first business day following the completion of the applicable Event.
	 	 	 
	 	(d)	Subject
    to the terms and conditions herein, in return for the provision by CMGR of the CMGR-RWR Services, with respect to each Event, the
    Event Compensation payable by RWR to CMGR with respect to such Event shall be payment of the sum of $90,909, which shall be due and
    payable to CMGR on the second business day following the completion of the applicable Event.
	 	 	 
	 	(e)	The
    issuance of the Shares, and CMGR’s obligation to issue the Shares at any time, shall be subject to the pre-condition, if elected
    by CMGR, that FinTekk shall have delivered to CMGR as of the applicable date of issuance a certificate of FinTekk executed by an
    authorized officer of FinTekk, in form and substance as reasonably acceptable to CMGR, certifying and confirming that the representations
    and warranties of FinTekk as set forth in Section 8(b) are true and correct in all respects as of the date of such issuance, and
    a completed copy of the Accredited Status Verification Letter in the form as attached hereto as Exhibit A (the “Verification
    Letter”). FinTekk covenants and agrees that it shall deliver a completed copy of the Verification Letter prior to the first
    Event.
	 	 	 
	 	(f)	The
    Shares shall be unregistered shares of Common Stock. The Shares shall be issued in book-entry format and shall not be certificated
    unless requested by FinTekk.
	 	 	 
	 	(g)	Each
    Party shall be responsible for any and all taxes incurred by or payable by such Party with respect to all compensation or reimbursement
    of expenses or any other payments made to such Party hereunder. FinTekk shall be responsible for the payment of all taxes required
    to be paid in connection with the issuance of the Shares.


 




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		6.	No
                                            Employee Status. The Parties also acknowledge and agree that each Parties are independent
                                            contractors of each other and no Party is an employee or agent of any other Party. As such,
                                            no party shall be liable for any employment tax, withholding tax, social security tax, worker’s
                                            compensation or any other tax, insurance, expense or liability with respect to any or all
                                            compensation, reimbursements and remuneration any other Party may receive hereunder, all
                                            of which shall be the sole responsibility of such other Party, and such other Party shall
                                            be solely responsible for the reporting and payment of, all pertinent federal, state, or
                                            local self-employment or income taxes, licensing fees, or any other taxes or assessments
                                            levied by governmental authorities, as well as for all other liabilities or payments related
                                            to those services. No Party, nor, as applicable, shall any of its agents, have employee status
                                            with any other Party or be entitled to participate in any plans, arrangements or distributions
                                            by such other Party pertaining to or in connection with any pension, stock, bonus, profit-sharing
                                            or similar benefits as may be available to such other Party’s employees.



 


7.
Relationship of the Parties.


 


	 	(a)	This
    Agreement does not create a relationship of principal and agent, joint venture, partnership or employment between the Parties. A
    Party’s engagement hereunder is not a franchise or business opportunity. No Party shall be liable for any obligations incurred
    by any other Party except as expressly provided herein.
	 	 	 
	 	(b)	No
    Party shall have authority to enter into contracts binding any other Party or to create any obligations or incur liabilities on behalf
    of any other Party. No Party shall act or represent itself, directly or by implication, as an agent of any other Party with any authority
    other than as set forth expressly in this Agreement.
	 	 	 
	 	(c)	Any
    person hired a Party shall be the employee of such Party and not of any other Party, and all compensation, payroll taxes, facilities
    and related expenses for any such employee shall be the sole responsibility of such first Party.


 


8.
Representations and Warranties.


 


	 	(a)	Representations
    and Warranties. Each Party represents and warrants hereunder that this Agreement and the transactions contemplated hereunder
    have been duly and validly authorized by all requisite corporate or limited liability company action of such Party; that such Party
    has the full right, power and capacity to execute, deliver and perform its obligations hereunder; and that this Agreement, upon execution
    and delivery of the same by such Party, will represent the valid and binding obligation of such Party enforceable in accordance with
    its terms, subject to the application of bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement
    of creditors’ rights generally and general principles of equity, regardless of whether enforceability is considered in a proceeding
    at law or in equity. The representations and warranties set forth herein shall survive the termination or expiration of this Agreement.
	 	 	 
	 	(b)	Representation
    and Warranties of FinTekk Related to the Shares. The representations and warranties set forth in this Section 8(b) are made on
    the Effective Date and thereafter shall be deemed re-made and re-given by FinTekk to CMGR on and as of each date that any Shares
    are issued to FinTekk hereunder.


 




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	 	 	(i)	FinTekk
    is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D  promulgated pursuant to the
    Securities Act of 1933, as amended (the “Securities Act”).
	 	 	 	 
	 	 	(ii)	FinTekk
    hereby represents that the Shares awarded pursuant to this Agreement are being acquired for FinTekk’s own account and not for
    sale or with a view to distribution thereof. FinTekk acknowledges and agrees that any sale or distribution of shares of Shares may
    be made only pursuant to either (a) a registration statement on an appropriate form under the Securities Act, which registration
    statement has become effective and is current with regard to the shares being sold, or (b) a specific exemption from the registration
    requirements of the Securities Act that is confirmed in a favorable written opinion of counsel, in form and substance satisfactory
    to counsel for CMGR, prior to any such sale or distribution.
	 	 	 	 
	 	 	(iii)	FinTekk
    understands that the Shares are being offered and sold to FinTekk in reliance upon specific exemptions from the registration requirements
    of United States federal and state securities laws and that CMGR is relying upon the truth and accuracy of, and FinTekk’s compliance
    with, the representations, warranties, agreements, acknowledgments and understandings of the FinTekk set forth herein in order to
    determine the availability of such exemptions and the eligibility of the FinTekk to acquire the Shares.
	 	 	 	 
	 	 	(iv)	FinTekk
    has been furnished with all documents and materials relating to the business, finances and operations of CMGR and information that
    FinTekk requested and deemed material to making an informed investment decision regarding FinTekk’s acquisition of the Shares.
    FinTekk has been afforded the opportunity to review such documents and materials and the information contained therein. FinTekk has
    been afforded the opportunity to ask questions of CMGR and its management. FinTekk understands that such discussions, as well as
    any written information provided by CMGR, were intended to describe the aspects of CMGR’s business and prospects which CMGR
    believes to be material, but were not necessarily a thorough or exhaustive description and CMGR makes no representation or warranty
    with respect to the completeness of such information and makes no representation or warranty of any kind with respect to any information
    provided by any entity other than CMGR. Some of such information may include projections as to the future performance of CMGR, which
    projections may not be realized, may be based on assumptions which may not be correct and may be subject to numerous factors beyond
    CMGR’s control. Additionally, FinTekk understands and represents that FinTekk is acquiring the Shares notwithstanding the fact
    that CMGR may disclose in the future certain material information that the FinTekk has not received. FinTekk has sought such accounting,
    legal and tax advice as it has considered necessary to make an informed investment decision with respect to FinTekk’s investment
    in the Shares. FinTekk has full power and authority to make the representations referred to herein, to acquire the Shares and to
    execute and deliver this Agreement. FinTekk, either personally, or together with FinTekk’s advisors has such knowledge and
    experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares,
    is able to bear the risks of an investment in the Shares and understands the risks of, and other considerations relating to, a purchase
    of the Shares. FinTekk and FinTekk’s advisors have had a reasonable opportunity to ask questions of and receive answers from
    CMGR concerning the Shares. FinTekk’s financial condition is such that FinTekk is able to bear the risk of holding the Shares
    that FinTekk may acquire pursuant to this Agreement for an indefinite period of time, and the risk of loss of FinTekk’s entire
    investment in CMGR. FinTekk has investigated the acquisition of the Shares to the extent FinTekk deemed necessary or desirable and
    CMGR has provided FinTekk with any reasonable assistance FinTekk has requested in connection therewith. No representations or warranties
    have been made to FinTekk by CMGR, or any representative of CMGR, or any securities broker/dealer, other than as set forth in this
    Agreement.


 




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	 	 	(v)	FinTekk
    acknowledges and agrees that an investment in the Shares is highly speculative and involves a high degree of risk of loss of the
    entire investment in CMGR and there is no assurance that a public market for the Shares will ever develop and that, as a result,
    FinTekk may not be able to liquidate FinTekk’s investment in the Shares should a need arise to do so. FinTekk is not dependent
    for liquidity on any of the amounts FinTekk is investing in the Shares. FinTekk has full power and authority to make the representations
    referred to herein, to acquire the Shares and to execute and deliver this Agreement. FinTekk understands that the representations
    and warranties herein are to be relied upon by CMGR as a basis for the exemptions from registration and qualification of the issuance
    and sale of the Shares under the federal and state securities laws and for other purposes.
	 	 	 	 
	 	 	(vi)	FinTekk
    understands that no United States federal or state agency or any other government or governmental agency has passed upon or made
    any recommendation or endorsement of the Shares.
	 	 	 	 
	 	 	(vii)	FinTekk
    understands that until such time as the Shares has been registered under the Securities Act or may be sold pursuant to Rule 144,
    Rule 144A under the Securities Act or Regulation S without any restriction as to the number of securities as of a particular date
    that can then be immediately sold, the Shares may bear a restrictive legend in substantially the following form (and a stop-transfer
    order may be placed against transfer of the certificates for such Shares):


 


“NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF
(A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL
(WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
(II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE
PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 




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	 	9.	Trade Names and Trademarks. Each Party agrees that it
will use only such trade names, trademarks or other designations of any other Party or any simulations thereof as may be authorized in
writing by such other Party. All such use shall be in accordance with such other Party’s instructions and any such authorization
may be withdrawn or modified at any time. Each Party will, in the event this Agreement is terminated, cease all use of any other Party’s
trade names, trademarks or other designations or other simulations thereof. Each Party will not register or attempt to register or assert
any right of ownership in any other Party’s trade names, trademarks or other designations or any simulations thereof.
	 	 	 
	 	10.	Confidential Information.




 


	 	(a)	For
    purposes of this Agreement, and except as provided below, “Confidential Information” of a Party (the “Disclosing
    Party”) shall mean any confidential, proprietary or trade secret information, data or know-how which relates to the business,
    research, services, products, customers, suppliers, employees, or financial information of Disclosing Party or any of its subsidiaries
    or parent entities, including, but not limited to, product or service specifications, designs, drawings, prototypes, computer programs,
    models, business plans, marketing plans, financial data, financial statements, financial forecasts and statistical information, in
    each case that is marked as confidential, proprietary or secret, or with an alternate legend or marking indicating the confidentiality
    thereof or which, from the nature thereof should reasonably be expected to be confidential or proprietary, and any other Material
    Non-Public Information (as defined below), in each case which is disclosed by Disclosing Party or on its behalf, before or after
    the date hereof, to another Party (the “Receiving Party”) either in writing, orally, by inspection or in any other form
    or medium. Any technical or business information of a third person furnished or disclosed shall be deemed “Confidential Information”
    of Disclosing Party unless otherwise specifically indicated in writing to the contrary.
	 	 	 
	 	(b)	For
    purposes of this Agreement, and except as provided below, “Material Non-Public Information” shall mean any information
    obtained by a FinTekk or RWR 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 CMGR 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 CMGR’s securities
    or debt, or any derivatives thereof, whether positive or negative.
	 	 	 
	 	(c)	For
    a period of five (5) years from the date of its receipt, Receiving Party agrees to use the Confidential Information only for the
    purpose of performing or receiving the Services, as applicable (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 Receiving Party
    as to Receiving Party’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. Receiving Party 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.
    Receiving Party shall appropriately notify such Representatives that the disclosure is made in confidence and shall be kept in confidence
    in accordance with this Agreement. Receiving Party shall be responsible for the failure of Receiving Party’s Representatives
    to comply with the terms of this Agreement.


 




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	 	(d)	In
    addition, each of FinTekk and RWR agree that, for as long as any information, including Confidential Information, continues to meet
    the definition of Confidential Information as set forth herein, each of FinTekk and RWR shall not (1) buy or sell any securities
    or derivative securities of or related to CMGR or any of its subsidiaries or parent entities, 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 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.
	 	 	 
	 	(e)	Without
    the prior consent of Disclosing Party, Receiving Party shall not remove any proprietary, copyright, trade secret or other protective
    legend from the Confidential Information.
	 	 	 
	 	(f)	Receiving
    Party 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. Receiving Party 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.
	 	 	 
	 	(g)	Nothing
    herein shall be construed as granting to Receiving Party or Receiving Party’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 Disclosing
    Party.
	 	 	 
	 	(h)	The
    obligations imposed in this Agreement shall not apply to any information that:


 


	 	 	 	(i)	was
    already in the possession of Receiving Party at the time of disclosure without restrictions on its use or is independently developed
    by Receiving Party after the Effective Date, provided that the person or persons developing same have not used any information received
    from Disclosing Party in such development, or is rightfully obtained from a source other than from Disclosing Party;
	 	 	 	 	 
	 	 	 	(ii)	is
    in the public domain at the time of disclosure or subsequently becomes available to the general public through no fault of Receiving
    Party;
	 	 	 	 	 
	 	 	 	(iii)	is
    obtained by Receiving Party from a third person who is under no obligation of confidence to Disclosing Party; or
	 	 	 	 	 
	 	 	 	(iv)	is
    disclosed without restriction by Disclosing Party.


 




    	10



    	 



    




 


	 	(i)	Receiving
    Party may disclose such Confidential Information as required to be disclosed pursuant to the order of a court or administrative body
    of competent jurisdiction or a government agency, provided that Receiving Party shall notify Disclosing Party prior to such disclosure
    and shall cooperate with Disclosing Party in the event Disclosing Party elects to legally contest, request confidential treatment,
    or otherwise avoid such disclosure and shall thereafter only disclose such portion of the Confidential Information as legally required
    to disclose.
	 	 	 
	 	(j)	Upon
    termination of this Agreement for any reason or upon request by Disclosing Party made at any time, all Confidential Information,
    together with any copies of same as may be authorized herein, shall be returned to Disclosing Party, or destroyed and certified as
    such by an officer of Receiving Party. Receiving Party may retain one copy of all written Confidential Information for Receiving
    Party’s files for reference in the event of a dispute hereunder.
	 	 	 
	 	(k)	As
    between Disclosing Party and Receiving Party, the Confidential Information and any Derivative thereof (as defined below), whether
    created by Disclosing Party or Receiving Party, will remain the property of Disclosing Party. 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.


 


11.
Indemnification. In the event any Party (the “Indemnified Party”) is subject to any action, claim or proceeding resulting
from another Party’s (the “Indemnifying Party”) gross negligence or breach of this Agreement or the representations,
warranties, covenants and agreements herein, the Indemnifying Party agrees to indemnify and hold harmless the Indemnified Party from
any such action, claim or proceeding. Indemnification shall include all fees, costs and reasonable attorneys’ fees that the Indemnified
Party may incur. In claiming indemnification hereunder, the Indemnified Party shall promptly provide the Indemnifying Party written notice
of any claim that the Indemnified Party reasonably believes falls within the scope of this Agreement. The Indemnified Party may, at its
expense, assist in the defense if it so chooses, provided that the Indemnifying Party shall control such defense, and all negotiations
relative to the settlement of any such claim. Any settlement intended to bind the Indemnified Party shall not be final without the Indemnified
Party’s written consent. Any liability of an Indemnifying Party and its officers, directors, controlling persons, employees or
agents shall not exceed the amount of fees actually paid to such Indemnifying Party pursuant this Agreement.


 




    	11



    	 



    




 


12.
Miscellaneous.


 


	 	(a)	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 Parties.
    Subject to the forgoing, notices shall be sent as follows:


 


If
to CMGR:


 


Clubhouse
Media Group, Inc.


Attn:
Amir Ben-Yohanan


201
Santa Monica Blvd., Suite 300


Santa
Monica, California 90401


Email:
amir_yoh@yahoo.com


 


If
to FinTekk, to:


 


FinTekk
AP, LLC


Attn:
Mr. Kevin P. O’Connell


2951
Marina Bay Dr. Ste. 130-221


Houston,
Tx. 77573


Email:


 


If
to RWR:


 


Rick
Ware Racing, LLC


Attn:
Mr. Rick Ware


329
Rolling Hills Rd.


Mooresville,
NC 28117


Email:


 


	 	(b)	Accuracy
    of Statements. Each Party represents and warrants that no representation or warranty contained in this Agreement, and no statement
    delivered or information supplied to any other Party pursuant hereto, contains an untrue statement of material fact or omits to state
    a material fact necessary in order to make the statements or information contained herein or therein not misleading. The representations
    and warranties made in this Agreement will be continued and will remain true and complete in all material respects and will survive
    the execution of the transactions contemplated hereby.
	 	 	 
	 	(c)	Entire
    Agreement. This Agreement sets forth all the promises, covenants, agreements, conditions and understandings between the Parties,
    and supersedes all prior and contemporaneous agreements, understandings, inducements or conditions, expressed or implied, oral or
    written, except as herein or therein contained.
	 	 	 
	 	(d)	Survival.
    The provisions of Section 8(b), Section 9, Section 10, Section 11 and Section 12 of this Agreement, and any additional provisions
    as required to effect any of such Sections, shall survive any termination or expiration hereof, and provided that no expiration or
    termination of this Agreement shall excuse a Party for any liability for obligations arising prior to such expiration or termination.


 




    	12



    	 



    




 


	 	(e)	Binding
    Effect; Assignment. This Agreement shall be binding upon the Parties, their heirs, administrators, successors and assigns. No
    Party may otherwise assign or transfer its interests herein, or delegate its duties hereunder, without the written consent of the
    other Parties. Any assignment or delegation of duties in violation of this provision shall be null and void.
	 	 	 
	 	(f)	Amendment.
    The Parties hereby irrevocably agree that no attempted amendment, modification, termination, discharge or change (collectively, “Amendment”)
    of this Agreement shall be valid and effective, unless the Parties shall unanimously agree in writing to such Amendment.
	 	 	 
	 	(g)	No
    Waiver. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the Party against
    whom it is asserted, and any such written waiver shall only be applicable to the specific instance to which it relates and shall
    not be deemed to be a continuing or future waiver. No failure to exercise and no delay in exercising on the part of any of the Parties
    any right, power or privilege under this Agreement shall operate as a waiver of it, nor shall any single or partial exercise of any
    other right, power or privilege preclude any other or further exercise of its exercise of any other right, power or privilege
	 	 	 
	 	(h)	Gender
    and Use of Singular and Plural. All pronouns shall be deemed to refer to the masculine, feminine, neuter, singular or plural,
    as the identity of the Party or Parties, or their personal representatives, successors and assigns may require.
	 	 	 
	 	(i)	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 the Agreement.
	 	 	 
	 	(j)	Governing
    Law; Etc.








 


	 	 	 	(i)	This
    Agreement, and all matters based upon, arising out of or relating in any way to the transactions contemplated herein, including all
    disputes, claims or causes of action arising out of or relating to this Agreement or the transactions contemplated herein as well
    as the interpretation, construction, performance and enforcement of this Agreement, shall be governed by the laws of the United States
    and the State of New York, without regard to any jurisdiction’s conflict-of-laws principles, provided that to the extent that
    the laws of the State of Nevada are required to apply herein with respect to the issuance of the Shares, such laws shall so apply.
	 	 	 	 	 
	 	 	 	(ii)	SUBJECT
    TO SECTION 12(k), ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS
    OR THE CONTEMPLATED TRANSACTIONS SHALL BE INSTITUTED SOLELY IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF
    THE STATE OF NEW YORK, IN EACH CASE LOCATED IN NEW YORK CITY, NEW YORK, AND EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION
    OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING
    OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT
    THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


 




    	13



    	 



    




 


	 	 	 	(iii)	EACH
    PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
    PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS, THE PERFORMANCE THEREOF OR THE
    FINANCINGS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). 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 12(j)(ii).
	 	 	 	 	 
	 	 	 	(iv)	Each
    of the Parties acknowledge that each has been represented in connection with the signing of this waiver by independent legal counsel
    selected by the respective Party and that such Party has discussed the legal consequences and import of this waiver with legal counsel.
    Each of the Parties further acknowledge that each has read and understands the meaning of this waiver and grants this waiver knowingly,
    voluntarily, without duress and only after consideration of the consequences of this waiver with legal counsel.


 


	 	(k)	Resolution
    of Disputes. Except as otherwise provided herein, all controversies, disputes or actions between the Parties arising out of this
    Agreement, including their respective Affiliates, owners, officers, directors, agents and employees, arising from or relating to
    this Agreement shall on demand of either Party be submitted for arbitration to in accordance with the rules and regulations of the
    American Arbitration Association. The arbitration shall be conducted by one arbitrator jointly selected by each Party who is a party
    to the Dispute, provided, however, that if such Parties are unable to agree on the identity of the arbitrator within 10 Business
    Days of commencement of efforts to do so, each Party who is a party to the Dispute shall select one arbitrator and the arbitrators
    so selected shall select a final arbitrator, and the final arbitrator shall conduct the arbitration alone. The Parties agree that,
    in connection with any such arbitration proceeding, each shall submit or file any claim which would constitute a compulsory counterclaim
    (as defined by Rule 13 of the Federal Rules of Civil Procedures) within the same proceeding as the claim to which it relates. Any
    such claim which is not submitted or filed in such proceeding shall be barred. The arbitrator shall be instructed to use every reasonable
    effort to perform its services within seven days of request, and, in any case, as soon as practicable. The Parties agree to be bound
    by the provisions of any limitation on the period of time by which claims must be brought under New York law or any applicable federal
    law. The arbitrator(s) shall have the right to award the relief which he or she deems proper, consistent with the terms of this Agreement,
    including compensatory damages (with interest on unpaid amounts from due date), injunctive relief, specific performance, legal damages
    and costs. The award and decision of the arbitrator(s) shall be conclusive and binding on all Parties, and judgment upon the award
    may be entered in any court of competent jurisdiction. Any right to contest the validity or enforceability of this award shall be
    governed exclusively by the United States Arbitration Act. The arbitration shall be conducted in New York City, New York. The provisions
    of this Section 12(k) shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of
    this Agreement.


 




    	14



    	 



    




 


	 	(l)	Severability;
    Expenses; Further Assurances. If any term, condition or other provision of this Agreement is determined by a court of competent
    jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, conditions
    and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of
    the transactions contemplated by this Agreement is not affected in any manner materially adverse to any Party. Upon such determination
    that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to
    modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in
    order that the transactions contemplated by this Agreement be consummated as originally contemplated to the fullest extent possible.
    Other than as specifically set forth herein, unless otherwise agreed to by the Parties in writing (which may be evidenced by email
    communication between the applicable Parties), each Party shall be responsible for its own costs and expenses incurred in connection
    with the provision or receipt of any Services and for such Party’s costs and expenses related to the transactions set forth
    herein. The Parties shall from time to time do and perform any additional acts and execute and deliver any additional documents and
    instruments that may be required by law or reasonably requested by any Party to establish, maintain or protect its rights and remedies
    under, or to effect the intents and purposes of, this Agreement.
	 	 	 
	 	(m)	Specific
    Performance. Each Party agrees that irreparable damage would occur if any provision of this Agreement were not performed in accordance
    with the terms hereof and that each Party shall be entitled to seek specific performance of the terms hereof in addition to any other
    remedy at law or in equity.
	 	 	 
	 	(n)	Consequential
    Damages. EACH PARTY WAIVES ANY AND ALL CLAIMS AGAINST ANY OTHER PARTY 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.
	 	 	 
	 	(o)	Attorneys’
    Fees. If any Party hereto is required to engage in litigation against any other Party, either as plaintiff or as defendant, in
    order to enforce or defend any rights under this Agreement, and such litigation results in a final judgment in favor of such Party
    (“Prevailing Party”), then the party or parties against whom said final judgment is obtained shall reimburse the Prevailing
    Party for all direct, indirect or incidental expenses incurred, including, but not limited to, all attorneys’ fees, court costs
    and other expenses incurred throughout all negotiations, trials or appeals undertaken in order to enforce the Prevailing Party’s
    rights hereunder.
	 	 	 
	 	(p)	Parties
    in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party, and nothing in this Agreement,
    express or implied, is intended to confer upon any other person or entity any rights or remedies of any nature whatsoever under or
    by reason of this Agreement other than as specifically set forth herein.
	 	 	 
	 	(q)	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]


 




    	15



    	 



    

 


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


 


	 	Clubhouse
    Media Group, Inc.
	 	 	 
	 	By:	/s/ Chris Young
	 	Name:
    	Chris
    Young
	 	Title:
    	President
	 	 	 
	 	FinTekk
    AP, LLC
	 	 	 
	 	By:	/s/ Kevin P. O’Connell
	 	Name:	Kevin
    P. O’Connell
	 	Title:	President
	 	 	 
	 	By:	/s/ Rick Ware
	 	Name:	Rick
    Ware
	 	Title:	President


 




    	16



    	 



    

 


Exhibit
A


 


[CERTIFIER
LETTERHEAD]


 


Accredited
Status Certification Letter


 


July
_________, 2021


 


Clubhouse
Media Group, Inc.


Attn:
Amir Ben-Yohanan


201
Santa Monica Blvd., Suite 300


Santa
Monica, California 90401


 


Via
Email: amir_yoh@yahoo.com


 


	 	Re:	Determination of Accredited Status




 


Dear
Mr. Ben-Yohanan:


 


FinTekk
AP, LLC, a Texas limited liability company (“Client”) has asked us to provide Clubhouse Media Group, Inc. (the “Company”)
with this letter to assist you in your determination of whether Client is an “accredited investor” as defined in Rule 501(a)
of the Securities Act of 1933, as amended (the “Securities Act”).


 


[I/We]
hereby certify that [I/we] [am/are] (please check the appropriate box):


 


	 	[  ]	a
    registered broker-dealer, as defined in the Securities Exchange Act of 1934;
	 	 	 
	 	[  ]	an
    investment adviser registered with the Securities and Exchange Commission;
	 	 	 
	 	[  ]	a
    licensed attorney in good standing under the laws of the jurisdictions in which I am admitted to practice law; or
	 	 	 
	 	[  ]	a
    certified public accountant in good standing under the laws of the place of my residence or principal office.


 


Based
solely on a review of the Client Materials (as defined below), the undersigned hereby advises you that Client satisfies one or more of
the following criteria (check all boxes that apply):


 


	 	[  ]	An
    entity in which all of the beneficial equity owners of are Accredited Individual Investors (as defined below).
	 	 	 
	 	[  ]	A
    entity (in this case a limited liability company) which has total assets in excess of $5,000,000 and was not formed for the specific
    purpose of acquiring the securities offered.


 


For
purposes herein, “Accredited Individual Investors” means (i) a natural person whose individual “net worth,” or
joint net worth with such persons spouse, exceeds $1,000,000; or (ii) a natural person who had an individual income in excess of $200,000
in each of the two most-recent years or joint income with such person’s spouse in excess of $300,000 in each of those years and
has a reasonable expectation of reaching the same income level in the current year.


 




    	Exhibit A – Page 1



    	 



    




 


We
draw your attention to the fact that the determination of whether a person is an accredited investor is a factual question and therefore
not susceptible to a legal opinion. Accordingly, this letter is not a legal opinion and we make no representations about whether Client
is an accredited investor or whether this letter is sufficient for your purposes. In connection with this letter, we have examined and
relied upon the original or copies of one or more of the following documents (the “Client Materials”):


 


●
The following tax documents to the extent applicable to Client:


 


	 	 	○	Tax
    returns for the years [  ] and [  ] (each, a “Tax Year”) filed by Client (the “Tax Returns”), accompanied by
    a certificate of the Client that that the copies of the Tax Returns provided were true, correct and complete, filed with the appropriate
    office of the Internal Revenue Service, prepared in full compliance with applicable law and governmental regulations and have not
    been amended.
	 	 	 	 
	 	 	○	Form
    1099 filed with the Internal Revenue Service by Client for the two most-recent years.
	 	 	 	 
	 	 	○	Schedule
    K-1 of Form 1065 filed with the Internal Revenue Service by Client for the two most recent-years.
	 	 	 	 
	 	 	○	Form
    W-2 issued by the Internal Revenue Service to Client for the two most recent-years.
	 	 	 	 
	 	 	○	Other
    Internal Revenue Service documents (please specify): ______________________


 


●
Bank statements, brokerage statements and other statements of securities holdings, certificates of deposit, tax assessments, or appraisal
reports issued by independent third parties to Client, dated within three months of the date of this Letter.


 


●
A consumer or credit report from at least one of the nationwide consumer reporting agencies indicating Client’s liabilities, dated
within three months of the date of this Letter;


 


●
Other documents (please specify): ___________________________________________.


 


We
have not conducted any other investigation or inquiries of Client, and have not determined whether the above documents were accurately
prepared, agree with source documents, were properly filed or otherwise.


 


By
rendering this letter, we do not intend to waive any attorney-client privilege, as applicable. This letter is limited to the matters
set forth herein and speaks only as of the date hereof. Nothing may be inferred or implied beyond the matters expressly contained herein.
This letter may be relied upon by you and only you in connection with an offering under Rule 506(c) and only for 30 days from the date
of this letter. This letter may not be used, quoted from, referred to or relied upon by you or by any other person for any other purpose,
nor may copies be delivered to any other person, without in each instance our express prior written consent. We assume no obligation
to update this letter.


 



    	Exhibit A – Page 2



    	 



    

 


	Very
    truly yours,	 
	 	 
	[CERTIFIER]:	 
	 	 
	By:	             	 
	Name:	 	 
	Title:	 	 


 




    	Exhibit A – Page 3