Exhibit
10.1


 


Amendment
No. 2 to the Promissory Note


 


Issued on March 11, 2021


 


This
Amendment No. 2 to the Note (as defined below) (this “Amendment”), dated as of March 8, 2022 (the “Amendment Date”),
is entered into by and between Clubhouse Media Group, Inc., a Nevada corporation (the “Company”) and Labrys Fund, LP, a Delaware
limited partnership (“Holder”). The Company and Holder may be referred to herein individually as a “Party” and
collectively as the “Parties.”


 


WHEREAS,
the Holder is the holder of that certain promissory note originally issued by the Company on March 11, 2021, in the original principal
amount of $1,000,000.00 (as amended from time to time, the “Note”), and the Parties now wish to amend the Note as set forth
herein;


 


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


 


	 	1.	Defined
    terms used herein without definition shall have the meaning given to them in the Note.
	 	 	 
	 	2.	Subject
    to the provisions herein, the Note is hereby amended as follows:


 


	 	 	(a)	The
    “Maturity Date” of the Note is hereby amended to be November 11, 2022, and any references in the Note to the “Maturity
    Date” shall hereafter be deemed a reference to such date.
	 	 	 	 
	 	 	(b)	As
    consideration for Holder’s agreement to extend the Maturity Date, as of the Amendment Date, the Principal Amount of the Note
    is hereby increased by $116,800.00, to a total Principal Amount of $700,877.67.
	 	 	 	 
	 	 	(c)	The
    Parties acknowledge and agree that, following the Amendment Date, the interest rate applicable to the Principal Amount (as amended
    herein) shall continue to be ten percent (10%).
	 	 	 	 
	 	 	(d)	The
    following is hereby added to Section 1.10 of the Note:


 


(f)
Notwithstanding the foregoing, to the extent the Note has not been earlier repaid or converted to Common Stock as set forth herein, in
the event that the Company completes a firm commitment underwritten public offering of the Common Stock following March 8, 2022, which
results in the Common Stock being successfully listed for on the NASDAQ Global Market, Nasdaq Capital Market, the NYSE or the NYSE American
(the “IPO”) prior to the Maturity Date, then, within two Business Days of the receipt of proceeds by the Company from the
IPO, the Company shall pay such proceeds to the Holder until the then-outstanding balance of the Note has been repaid in full.


 




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	 	3.	Other
    than as amended herein, the Note shall remain in full force and effect.
	 	 	 
	 	4.	Section
    4.6 of the Note shall apply with respect to this Amendment.
	 	 	 
	 	5.	This
    Amendment may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall
    be but a single instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature
    complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered
    shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


[Signature
Page Follows}


 




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IN
WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the date first above written.


 


	 	Clubhouse
    Media Group, Inc.
	 	 	 
	 	By:
    	/s/
    Amir Ben-Yohanan
	 	Name:
    	Amir
    Ben-Yohanan
	 

                                                         
	Title:
    	Chief
    Executive Officer
	 	 	 
	 	Labrys
    Fund, LP
	 	 	 
	 	By:
    	/s/
    Thomas Silverman
	 	Name:
    	Thomas
    Silverman
	 	Title:
    	Managing
    Member


 




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