Exhibit 10.1


 


Debt
Repayment and Release Agreement


 


Dated
as of December 20, 2022


 


This
Debt Repayment and Release Agreement (the “Agreement”) is entered into as of the date first set forth above (the “Closing
Date”) by and between (i) Clubhouse Media Group, Inc., a Nevada corporation (“CMGR”) and (ii) Coventry Enterprises
LLC, a Delaware limited liability company (“Holder”), on the other hand. Each of CMGR 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 10% Promissory Note of the Company, dated as of March 3, 2022 (the “Note”) pursuant
to which, as of the Closing Date, CMGR owes to Holder the sum of $103,752.73 (the “Debt”) and the Parties now wish to settle
the Debt and terminate the Note as set forth herein;


 


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


 


1. Recitals.
The recitals set forth above are true and correct and are, by this reference, made part of this Agreement.


 


2. Payment.
On the Closing Date, as full and complete payment of the Debt, CMGR shall pay to Holder the sum of $51,876.37 (the “Payment Amount”)
as full and complete payment to Creditor of the Debt and all obligations and liabilities of CMGR pursuant to the Note and all amounts
owed by CMGR to Holder arising from any matter or actions of the Parties prior to the Closing Date. Subject to the issuance of the Payment
Amount, on the Closing Date, the Note shall be deemed redeemed and paid in full and shall hereafter be null and void and of no force
or effect. Holder hereby irrevocably waives any defaults occurring pursuant to the Note prior to the Closing Date.


 


3.
Release of Claims. Effective as of the Closing Date, each Party (the “Releasing Party”), for itself and its Affiliates
(as defined below), whether an Affiliate as of the Closing Date or hereafter becoming an Affiliate, and for each of their respective
predecessors, successors, assigns, heirs, representatives, and agents and for all related parties, and all persons acting by, through,
under or in concert with any of them in both their official and personal capacities (collectively, the “Releasing Entities”)
hereby irrevocably, unconditionally and forever releases, discharges and remises the other Party and each of its Affiliates (whether
an Affiliate as of the Closing Date or later), and their respective predecessors, successors, assigns, heirs, representatives, and agents
and for all related parties and all persons acting by, through, under or in concert with any of them in both their official and personal
capacities (collectively, the “Released Parties”), from all claims of any type and all manner of action and actions, cause
and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity, known
or unknown, that any Releasing Entity may have now or may have in the future, against any of the Released Parties to the extent that
those claims arose, may have arisen, or are based on events which occurred at any point in the past up to and including the Closing Date,
to the extent related to or arising out of or in connection with the Debt or the Note, but excluding any claims arising out of or pertaining
to this Agreement (collectively, the “Released Claims”). The Releasing Party represents and warrants that no Released Claim
released herein has been assigned, expressly, impliedly, or by operation of law, and that all Released Claims released herein are owned
by the Releasing Party, which has the respective sole authority to release them. The Releasing Party, on its own behalf and on behalf
of its other Releasing Entities, agrees that it and its other Releasing Entities shall forever refrain and forebear from commencing,
instituting or prosecuting any lawsuit action or proceeding, judicial, administrative or otherwise collect or enforce any Released Claim,
which is released and discharged herein. For purposes herein, (i) “Affiliate” means, with respect to a specified Person,
any other Person that directly or indirectly Controls, is Controlled by or is under common Control with, the specified Person; (ii) “Control”
means (a) the possession, directly or indirectly, of the power to vote 10% or more of the securities or other equity interests of a Person
having ordinary voting power, (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of a Person, by contractor otherwise, or (c) being a director, officer, executor, trustee or fiduciary (or their equivalents)
of a Person or a Person that controls such Person; and (iii) “Person” means a natural person, a corporation, a limited liability
company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision
or any agency or instrumentality thereof.


 




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


 


5.
Affirmations. Each Releasing Party, on its own behalf and on behalf of its other Releasing Entities, affirms that neither it or
any of its other Releasing Entities has filed, caused to be filed, or presently is a party to any claim, complaint, or action against
any Released Party in any forum or form and should any such charge or action be filed by Releasing Party or its other Releasing Entities
on the behalf of the Releasing Party or its other Releasing Entities involving matters covered by Section 3, the Releasing Party agrees
to promptly give the agency or court having jurisdiction a copy of this Agreement and inform them that any such claims any such Releasing
Party might otherwise have had are now settled. The Parties acknowledge that each Party has had an opportunity to consult legal counsel
with respect to this Agreement. This Agreement extends to, and is for the benefit of, the Parties, their respective successors, assigns
and agents and anyone claiming by, through or under the Parties.


 


6. Representations
and Warranties of Holder. Holder represents and warrants to CMGR as set forth in this Section 6.


 


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



 


		(b)	Approvals.
                                            No approval, authority, or consent of or filing by Holder with, or notification to, any governmental
                                            authority, is necessary to authorize the execution and delivery of this Agreement or the
                                            consummation of the transactions contemplated herein.



 


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



 






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7. Representations
and Warranties of CMGR. CMGR represents and warrants to Holder as set forth in this Section 6.


 


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



 


		(b)	Approvals.
                                            No approval, authority, or consent of or filing by CMGR with, or notification to, any governmental
                                            authority, is necessary to authorize the execution and delivery of this Agreement or the
                                            consummation of the transactions contemplated herein.



 


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



 


8.
Miscellaneous.




 


		(a)	Governing
                                            Law. This Agreement, and any and all claims, proceedings or causes of action relating
                                            to this Agreement or arising from this Agreement or the transactions contemplated herein,
                                            including, without limitation, tort claims, statutory claims and contract claims, shall be
                                            interpreted, construed, governed and enforced under and solely in accordance with the substantive
                                            and procedural laws of the State of Nevada, in each case as in effect from time to time and
                                            as the same may be amended from time to time, and as applied to agreements performed wholly
                                            within the State of Nevada.



 


		(b)	Jurisdiction.
                                            ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER
                                            TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREIN SHALL BE INSTITUTED SOLELY
                                            IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF CALIFORNIA,
                                            IN EACH CASE LOCATED IN LOS ANGELES COUNTY, CALIFORNIA, 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.



 




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		(c)	Waiver
                                            of Jury Trial.



 


	 	(i) 	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 CONTEMPLATED HEREIN (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 8(c)(i).




 


		(ii)	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.



 


		(d)	Limitation
                                            on Damages. In no event will any Party be liable to any other Party under or in connection
                                            with this Agreement or in connection with the transactions contemplated herein for special,
                                            general, indirect or consequential damages, including damages for lost profits or lost opportunity,
                                            even if the Party sought to be held liable has been advised of the possibility of such damage.



 


		(e)	Notices.
                                            Any notice or other communications required or permitted hereunder shall be in writing and
                                            shall be sufficiently given if personally delivered to it or sent by email, overnight courier
                                            or registered mail or certified mail, postage prepaid. Any Party may change its address for
                                            notices hereunder upon notice to each other Party in the manner for giving notices hereunder.
                                            Any notice hereunder shall be deemed to have been given (i) upon receipt, if personally delivered,
                                            (ii) on the day after dispatch, if sent by overnight courier, (iii) upon dispatch, if transmitted
                                            by email with return receipt requested and received and (iv) three (3) days after mailing,
                                            if sent by registered or certified mail. Notices shall be sent as follows:



 


if
to the Company, to:


 


Clubhouse
Media Group, Inc.


Attn:
Amir Ben-Yohanan


201
Santa Monica Blvd., Suite 30


Santa
Monica, California 90401


Email:
amir_yoh@yahoo.com


 




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If
to the Holder, to:


 


Coventry
Enterprises LLC


Attention:
Jack Bodenstein


25900
Greenfield Road, Suite 515


Oak
Park, Michigan 48237


Email:
Jackbodenstein@gmail.com


 


		(f)	Third
                                            Party Beneficiaries. This contract is strictly between the Parties and except as specifically
                                            provided herein, no other Person, employee, agent, independent contractor or any other Person
                                            shall be deemed to be a third-party beneficiary of this Agreement.



 


		(g)	Expenses.
                                            Other than as specifically set forth herein, each of the Parties will bear their own respective
                                            expenses, including legal, accounting and professional fees, incurred in connection with
                                            this Agreement or the transactions contemplated herein.



 


		(h)	Entire
                                            Agreement. This Agreement represents the entire agreement between the Parties relating
                                            to the subject matter thereof and supersedes all prior agreements, understandings and negotiations,
                                            written or oral, with respect to such subject matter herein and therein.



 


		(i)	Survival.
                                            The representations, warranties, and covenants of the respective Parties shall survive the
                                            Closing Date and the consummation of the transactions herein for a period of two years except
                                            as otherwise provided in this Agreement.



 


		(j)	Amendment;
                                            Waiver; Remedies.



 


		(i)	This
                                            Agreement may be amended, modified, superseded, terminated or cancelled, and any of the terms,
                                            covenants, representations, warranties or conditions hereof may be waived, only by a written
                                            instrument executed by all of the Parties.



 


		(ii)	Every
                                            right and remedy provided herein shall be cumulative with every other right and remedy, whether
                                            conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no
                                            waiver by any Party of the performance of any obligation by the other shall be construed
                                            as a waiver of the same or any other default then, theretofore, or thereafter occurring or
                                            existing.



 


		(iii)	Neither
                                            any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction
                                            of any condition herein nor any course of dealing shall constitute a waiver of or prevent
                                            any Party from enforcing any right or remedy or from requiring satisfaction of any condition.
                                            No notice to or demand on a Party waives or otherwise affects any obligation of that Party
                                            or impairs any right of the Party giving such notice or making such demand, including any
                                            right to take any action without notice or demand not otherwise required by this Agreement.
                                            No exercise of any right or remedy with respect to a breach of this Agreement shall preclude
                                            exercise of any other right or remedy, as appropriate to make the aggrieved Party whole with
                                            respect to such breach, or subsequent exercise of any right or remedy with respect to any
                                            other breach.



 




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		(iv)	Notwithstanding
                                            anything else contained herein, no Party shall seek, nor shall any Party be liable for, consequential,
                                            punitive or exemplary damages, under any tort, contract, equity, or other legal theory, with
                                            respect to any breach (or alleged breach) of this Agreement or any provision hereof or any
                                            matter otherwise relating hereto or arising in connection herewith.



 


		(k)	Arm’s
                                            Length Bargaining; No Presumption Against Drafter. This Agreement has been negotiated
                                            at arm’s-length by parties of equal bargaining strength, each represented by counsel
                                            or having had but declined the opportunity to be represented by counsel and having participated
                                            in the drafting of this Agreement. This Agreement creates no fiduciary or other special relationship
                                            between the Parties, and no such relationship otherwise exists. No presumption in favor of
                                            or against any Party in the construction or interpretation of this Agreement or any provision
                                            hereof shall be made based upon which Person might have drafted this Agreement or such provision.



 


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



 


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



 


		(n)	Further
                                            Assurances. From and after the Closing Date, each Party shall execute and deliver such
                                            documents and take such action, as may reasonably be considered within the scope of such
                                            Party’s obligations hereunder, necessary to effectuate the transactions contemplated
                                            herein.



 


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



 


		(p)	Counterparts.
                                            This Agreement 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. The execution
                                            and delivery of a facsimile or other electronic transmission of a signature to this Agreement
                                            shall constitute delivery of an executed original and shall be binding upon the person whose
                                            signature appears on the transmitted copy.



 


[Signature
page follows]


 




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


 


	 	Clubhouse Media Group, Inc.
	 	 	 
	 	By:	/s/
    Amir Ben-Yohanan
	 	Name:
    	Amir
    Ben-Yohanan 
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	Coventry Enterprises LLC
	 	 	 
	 	By:
    	/s/
    Jack Bodenstein
	 	Name:	Jack
    Bodenstein
	 	Title:	Managing
    Member


 




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