Exhibit
10.6


 


Executive
Employment Agreement


 


Dated
as of April 11, 2021


 


This
Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective
Date”) is entered into by and between Clubhouse Media Group, Inc., a Nevada corporation (the “Company”) and
Amir Ben-Yohanan (the “Executive”). The Company and Executive may collective be referred to as the “Parties”
and each individually as a “Party”.


 


WHEREAS,
the Company now desires to employ the Executive as the Chief Executive Officer of the Company and the Executive desires to serve
in such capacities on behalf of the Company, in each case subject to the terms and conditions herein;


 


NOW,
THEREFORE, in consideration of the promises and of the mutual covenants and agreements hereinafter set forth, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Executive hereby
agree as follows:


 


	 	1.	Employment.


 


	 	(a)	Term.
    The term of this Agreement (the “Initial Term”) shall begin as of the Effective Date and shall end on the earlier
    of (i) the first (1st) anniversary of the Effective Date and (ii) the time of the termination of the Executive’s
    employment in accordance with Section 2(c)(i). The Initial Term and any Renewal Term (as defined below) shall automatically
    be extended for one or more additional terms of one (1) year each (each a “Renewal Term” and together with the
    Initial Term, the “Term”), unless either the Company or Executive provides notice to the other Party of their
    desire to not so renew the Initial Term or Renewal Term (as applicable) at least thirty (30) days prior to the expiration
    of the then-current Initial Term or Renewal Term, as applicable. Executive’s employment with the Company shall be “at
    will,” meaning that either Executive or the Company may terminate Executive’s employment at any time and for any
    reason, subject to Section 3. Any contrary representations that may have been made to Executive are superseded by this Agreement.


 




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	 	(b)	Duties.
    The Company hereby appoints Executive, and Executive shall serve, as the Chief Executive Officer of the Company and shall
    report to the Board of Directors of the Company (the “Board”). The Executive shall have such duties and responsibilities
    as are consistent with Executive’s position with the Company. In addition, the Executive shall perform all other duties
    and accept all other responsibilities incident to such position as may reasonably assigned to Executive by the Board.


 


	 	2.	Compensation
    and Other Benefits. As compensation for the services to be rendered hereunder, during the Term the Company shall pay to
    the Executive the salary and bonuses, and shall provide the benefits, as set forth in this Section 2.


 


	 	(a)	Base
    Salary. The Company shall pay to the Executive an annual base salary of $400,000 (the “Base Salary”), payable
    as set forth herein, commencing on the Effective Date. The Base Salary may be subject to annual adjustments, as determined
    in the discretion of the Board. The Base Salary shall be paid as follows:


 


	 	(i)	$15,000
    of the Base Salary (the “Cash Portion”) shall be payable in cash each month, in accordance with the Company’s
    payroll policies.


 


	 	(ii)	The
    remaining portion of the Base Salary other than the Cash Portion (the “Optional Portion”), shall, subject to the
    remaining provisions herein, including those as set forth in Section 3, be payable as follows:


 


	 	(1)	If
    the Board determines that the Company has sufficient cash on hand to pay all or a portion of the Optional Portion in cash,
    such amount shall be paid in cash, in accordance with the Company’s payroll policies.


 


	 	(2)	If
    the Board determines that the Company does not have sufficient cash on hand to pay all of the Optional Portion in cash, then
    the portion of the Optional Portion which the Board determines that the Company has sufficient cash on hand to pay in cash
    shall be paid in cash pursuant to Section 2(a)(ii)(1), and the remainder (the “Deferred Portion”) shall be governed
    by the provisions of Section 2(a)(ii)(3), and subject to the remaining provisions herein.


 


	 	(3)	In
    the event that there is any Deferred Portion, the Board and Executive shall discuss such matter and shall determine and agree
    as to whether such Deferred Portion is deferred and is to be paid at a later date, when the Board determines that the Company
    has sufficient cash on hand to enable the Company to pay such Deferred Portion, or whether, in lieu of receiving such Deferred
    Portion at a later time in cash, the Company will pay such Deferred Portion to Executive via the issuance to Executive of
    a number of shares of common stock, par value $0.001 per share (the “Common Stock”) of the Company equal to (A)
    the Deferred Portion, divided by (B) the VWAP (as defined below) as of the date of issuance of such shares of Common Stock
    (the “Payment Shares”). The Board and Executive may also determine the date for the issuance of the Payment Shares,
    which may be the date that the Base Salary to which it relates was otherwise payable, or an alternate date. In the event that
    the Board and Executive are unable to come to agreement on any matters set forth in this Section 2(a)(ii)(3) within 10 business
    days of the commencement of such discussions, then the Deferred Portion shall be satisfied via the issuance to Executive of
    Payment Shares on the first business day following the end of such 10 business-day period.


 


	 	(iii)	For
    purposes herein, the term “VWAP” shall mean for any date, the price determined by the first of the following clauses
    that applies:


 


	 	(1)	If
    the Common Stock is then listed for trading on the OTC Markets or a United States or Canadian national securities exchange
    (as applicable, the “Trading Market”), then the volume-weighted average (rounded to the nearest $0.0001) closing
    price of the Common Stock on such Trading Market during the 20 Trading Day (as defined below) period immediately prior to
    the applicable measurement date, as reported by such Trading Market or other reputable source;


 




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	 	(2)	if
    the Common Stock is not then listed or quoted for trading on a Trading Market, and if prices for the Common Stock are then
    reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding
    to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported; and


 


	 	(3)	if
    the VWAP cannot be calculated for such security on such date on bases as set forth in Section 2(a)(iii)(1) or Section 2(a)(iii)(2),
    the VWAP of such security on such date shall be the fair market value of such security as mutually determined in good faith
    by the Board and the Executive after taking into consideration factors they may each deem appropriate.


 


	 	(iv)	All
    such determinations of the VWAP as set forth in Section 2(a)(iii)(1) or Section 2(a)(iii)(2) shall be appropriately adjusted
    for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.


 


	 	(v)	For
    purposes herein, “Trading Day” means any day on which the Common Stock (or any replacement security pursuant to
    Section 2(a)(vi)) is traded on the Trading Market or is otherwise reported on “pink sheets” by OTC Markets Group
    Inc. (formerly Pink Sheets LLC) or a similar organization or agency succeeding to its functions of reporting prices.


 


	 	(vi)	If,
    at any time prior to the determination of the VWAP, there shall be any merger, consolidation, or an exchange of shares, recapitalization
    or reorganization pursuant to a merger or consolidation, or other similar event, as a result of which shares of Common Stock
    shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Company
    or another entity, or in case of any sale or conveyance of all or substantially all of the assets or more than 50% of the
    total outstanding shares of the Company other than in connection with a plan of complete liquidation of the Company, then
    the Executive shall thereafter have the right to receive, if otherwise applicable hereunder, upon the basis and upon the terms
    and conditions specified herein and in lieu of the shares of Common Stock, such replacement stock, securities or assets, with
    equitable adjustments being made thereto with respect to the VWAP, as determined by the Company and the Executive, and in
    the event that the shares of Common Stock shall be changed into the same or a different number of shares of another class
    or classes of stock or securities of the Company or another entity any references herein to the Common Stock, whether standing
    alone or as a part of another defined term, shall be deemed a reference to such replacement stock or securities.


 




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	 	(vii)	Any
    shares of Common Stock issued to Executive pursuant to this Agreement in lieu of cash payments that would otherwise be due
    to Executive shall be unregistered shares of Common Stock.


 


	 	(b)	Bonus.
    The Executive shall be entitled to be paid discretionary annual bonuses as determined by the Board.


 


	 	(c)	Fringe
    Benefits. During the Term, the Executive shall be entitled to fringe benefits consistent with the practices of the Company,
    and to the extent the Company provides similar benefits to the Company’s executive officers. In addition to such fringe
    benefits, the Company will also provide the following fringe benefits to the Executive:


 


	 	(i)	Business
    Expenses. The Executive shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment
    and travel expenses incurred by the Executive in connection with the performance of Executive’s duties hereunder and
    in accordance with the Company’s expense reimbursement policies and procedures.


 


	 	(ii)	Vacation.
    During the Term, the Executive shall be entitled to a number of vacation days as generally provided to other executive officers
    of the Company from time to time.


 


	 	(iii)	Health/Life/Disability
    Insurance. During the Term, the Executive and Executive’s spouse and legal dependents, if any, shall be entitled
    to participate equally in the health, dental and other benefit plans, which are available to senior managers of the Company.


 


	 	3.	Termination.


 


	 	(a)	Definition
    of Cause. For purposes hereof, “Cause” shall mean:


 


	 	(i)	a
    violation of any material written rule or policy of the Company for which violation any employee may be terminated pursuant
    to the written policies of the Company reasonably applicable to an executive employee;


 


	 	(ii)	misconduct
    by the Executive to the material detriment of the Company;


 


	 	(iii)	the
    Executive’s conviction (by a court of competent jurisdiction, not subject to further appeal) of, or pleading guilty
    to, a felony;


 


	 	(iv)	the
    Executive’s gross negligence in the performance of Executive’s duties and responsibilities to the Company as described
    in this Agreement; or


 


	 	(v)	the
    Executive’s material failure to perform Executive’s duties and responsibilities to the Company as described in
    this Agreement (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness
    or any such failure subsequent to the Executive being delivered a notice of termination without Cause by the Company or delivering
    a notice of termination for Good Reason to the Company), in either case after written notice from the Board to the Executive
    of the specific nature of such material failure and the Executive’s failure to cure such material failure within 10
    days following receipt of such notice.


 




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	 	(b)	Definition
    of Good Reason. For purposes hereof, “Good Reason” shall mean:


 


	 	(i)	at
    any time following a Change of Control (as defined below), a material diminution by the Company of compensation and benefits
    (taken as a whole) provided to the Executive immediately prior to a Change of Control;


 


	 	(ii)	a
    reduction in Base Salary or target or maximum bonus, other than as part of an across-the-board reduction in salaries of management
    personnel;


 


	 	(iii)	the
    relocation of the Executive’s principal executive office to a location more than 50 miles further from the Executive’s
    principal executive office immediately prior to such relocation; or


 


	 	(iv)	a
    material breach by the Company of any of the terms and conditions of this Agreement which the Company fails to correct within
    10 days after the Company receives written notice from Executive of such violation.


 


	 	(c)	Definition
    of Change of Control. A “Change of Control” shall be deemed to have occurred if, after the Effective Date,
    (i) the beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange
    Act”)) of securities representing more than 50% of the combined voting power of the Company is acquired by any “person”
    as defined in sections 13(d) and 14(d) of the Exchange Act (other than the Company, any subsidiary of the Company, or any
    trustee or other fiduciary holding securities under an employee benefit plan of the Company), (ii) the merger or consolidation
    of the Company with or into another corporation where the shareholders of the Company, immediately prior to the consolidation
    or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3
    under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power
    of the securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent
    corporation, if any) in substantially the same proportion as their ownership of the Company immediately prior to such merger
    or consolidation, or (iii) the sale or other disposition of all or substantially all of the Company’s assets to an entity,
    other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at
    least 50% of the combined voting power of the voting securities of which are owned directly or indirectly by shareholders
    of the Company, immediately prior to the sale or disposition, in substantially the same proportion as their ownership of the
    Company immediately prior to such sale or disposition.


 


	 	(d)	Termination
    by the Company. The Company may terminate the Term and Executive’s employment hereunder at any time, with or without
    Cause, subject to the terms and conditions herein.


 




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	 	(i)	For
    Cause. In the event that the Company terminates the Term or Executive’s employment hereunder with Cause, then in
    such event, subject to Section 3(g), (1) the Company shall pay to Executive any unpaid Base Salary and benefits then owed
    or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and,
    in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion
    instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares,
    and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the
    termination date, and each of which shall be paid within 10 days following the termination date; (2) any unvested portion
    of any equity granted to Executive hereunder or under any other agreements with the Company (collectively, the “Equity
    Grants”) shall immediately be forfeited as of the termination date without any further action of the Parties; and (3)
    all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which
    arose prior to the termination date or in connection with such termination, and subject to Section 15.


 


	 	(ii)	Without
    Cause. In the event that the Company terminates the Term or Executive’s employment hereunder without Cause, then
    in such event, subject to Section 3(g), (1) the Company shall pay to Executive any unpaid Base Salary and benefits then owed
    or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the future, and,
    in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion
    instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the payment of Payment Shares,
    and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive in each case through the
    termination date, and each of which shall be paid within 10 days following the termination date; (2) the Company shall pay
    to Executive, in one lump sum, an amount equal to the Base Salary that would have been paid to Executive for the remainder
    of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during
    a Renewal Term), as applicable, which shall be paid within 10 days following the termination date, provided that, in the event
    that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant
    to this clause (2) of this Section 3(d)(ii), the Company may satisfy such payment amount by issuance to Executive of a number
    of shares of Common Stock equal to (X) the amount owed to Executive pursuant to this clause (2) of this Section 3(d)(ii) divided
    by (Y) the VWAP as of the date of such termination, to be issued within 10 days of following the termination date; (3) any
    Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (4) all
    of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which
    arose prior to the termination date or in connection with such termination, and subject to Section 15.


 


	 	(e)	Termination
    by the Executive. The Executive may terminate the Term and resign from Executive’s employment hereunder at any time,
    with or without Good Reason.


 




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	 	(i)	With
    Good Reason. In the event that Executive terminates the Term or resigns from Executive’s employment hereunder with
    Good Reason, the Company shall pay to Executive the amounts, and Executive shall, subject to Section 3(g), be entitled to
    such benefits (including without limitation any vesting of unvested shares under any Equity Grant), that would have been payable
    to Executive or which Executive would have received had the Term and Executive’s employment been terminated by the Company
    without Cause pursuant to Section 3(d)(ii).


 


	 	(ii)	Without
    Good Reason. In the event that Executive terminates the Term or resigns from Executive’s employment hereunder without
    Good Reason, the Company shall pay to Executive the amounts, and Executive shall be entitled, subject to Section 3(g), to
    such benefits (including without limitation any vesting of unvested shares under any Equity Grant), that would have been payable
    to Executive or which Executive would have received had the Term and Executive’s employment been terminated by the Company
    with Cause pursuant to Section 3(d)(i).


 


	 	(f)	Termination
    by Death or Disability. In the event of the Executive’s death or total disability (as defined in Section 22(e)(3)
    of the Internal Revenue Code of 1986, as amended) during the Term, the Term and Executive’s employment shall terminate
    on the date of death or total disability. In the event of such termination, the Company shall pay to the Executive (or the
    Executive’s estate) (1) any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment
    Shares which would otherwise be payable at that time or in the future, and, in the event that there was any Deferred Portion
    which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though
    such amount had been agreed to be paid via the payment of Payment Shares, and any unreimbursed expenses, pursuant to the terms
    of Section 2(c)(i), incurred by the Executive in each case through the date of such death or total disability, (2) accrued
    but unpaid bonus and benefits (then owed or accrued and owed in the future), a pro-rata bonus for the year of termination
    based on the Executive’s target bonus for such year and the portion of such year in which the Executive was employed,
    and provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable
    it to pay the full amount pursuant to this clause (2) of this Section 3(f), the Company may satisfy such payment amount by
    issuance to Executive (or the Executive’s estate) of a number of shares of Common Stock equal to (X) the amount owed
    to Executive (or the Executive’s estate) pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP
    as of the date of such death or total disability; (3) any unvested portion of any Equity Grants shall immediately be forfeited
    as of the termination date without any further action of the Parties; and (4) all of the Parties’ rights and obligations
    hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection
    with such termination, and subject to Section 15.


 


	 	(g)	Conflict.
    In the event of a conflict between the terms and conditions herein and those in any other agreement or contract between the
    Company and the Executive with respect to any Equity Grants granted to Executive, the terms and conditions of such other agreement
    or contract shall control.


 




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	 	4.	Payments.


 


	 	(a)	Anything
    in this Agreement to the contrary notwithstanding, if it is determined that any payment or benefit provided to the Executive
    under this Agreement or otherwise, whether or not in connection with a Change of Control (a “Payment”), would
    constitute an “excess parachute payment” within the meaning of section 280G of the Internal Revenue Code of 1986,
    as amended (the “Code”), such that the Payment would be subject to an excise tax under section 4999 of the Code
    (the “Excise Tax”), the Company shall pay to the Executive an additional amount (the “Gross-Up Payment”)
    such that the net amount of the Gross-Up Payment retained by the Executive after the payment of any Excise Tax and any federal,
    state and local income and employment tax on the Gross-Up Payment, shall be equal to the Excise Tax due on the Payment and
    any interest and penalties in respect of such Excise Tax. For purposes of determining the amount of the Gross-Up Payment,
    Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and
    employment taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the
    highest marginal rate of taxation in the state and locality of Executive’s residence (or, if greater, the state and
    locality in which Executive is required to file a nonresident income tax return with respect to the Payment) in the calendar
    year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that may be obtained
    from the deduction of such state and local taxes.


 


	 	(b)	All
    determinations made pursuant to Section 4(a) shall be made by the Company which shall provide its determination and any supporting
    calculations (the “Determination”) to the Executive within thirty days of the date of the Executive’s termination
    or any other date selected by the Executive or the Company. Within ten calendar days of the delivery of the Determination
    to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”). The existence
    of any Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payments in accordance with
    the Determination. If there is no dispute, the Determination by the Company shall be final, binding and conclusive upon the
    Executive, subject to the application of Section 4(c). Within ten days after the Company’s determination, the Company
    shall pay to the Executive the Gross-Up Payment, if any. If the Company determines that no Excise Tax is payable by the Executive,
    it will, at the same time as it makes such Determination, furnish Executive with an opinion that the Executive has substantial
    authority not to report any Excise Tax on Executive’s federal, state, local income or other tax return. The Company
    agrees to indemnify and hold harmless the Executive of and from any and all claims, damages and expenses resulting from or
    relating to its determinations pursuant to this Section 4(b), except for claims, damages or expenses resulting from the gross
    negligence or willful misconduct of the Company.


 




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	 	(c)	As
    a result of the uncertainty in the application of sections 4999 and 280G of the Code, it is possible that the Gross-Up Payments
    either will have been made which should not have been made, or will not have been made which should have been made, by the
    Company (an “Excess Gross-Up Payment” or a “Gross-Up Underpayment,” respectively). If it is established
    pursuant to (A) a final determination of a court for which all appeals have been taken and finally resolved or the time for
    all appeals has expired, or (B) an Internal Revenue Service (the “IRS”) proceeding which has been finally and
    conclusively resolved, that an Excess Gross-Up Payment has been made, such Excess Gross-Up Payment shall be deemed for all
    purposes to be a loan to the Executive made on the date the Executive received the Excess Gross-Up Payment and the Executive
    shall repay the Excess Gross-Up Payment to the Company either (i) on demand, if the Executive is in possession of the Excess
    Gross-Up Payment or (ii) upon the refund of such Excess Gross-Up Payment to the Executive from the IRS, if the IRS is in possession
    of such Excess Gross-Up Payment, together with interest on the Excess Gross-Up Payment at (X) 120% of the applicable federal
    rate (as defined in Section 1274(d) of the Code) compounded semi-annually for any period during which the Executive held such
    Excess Gross-Up Payment and (Y) the interest rate paid to the Executive by the IRS in respect of any period during which the
    IRS held such Excess Gross-Up Payment. If a Gross-Up Underpayment occurs as determined under one or more of the following
    circumstances: (I) such determination is made by the Company (which shall include the position taken by the Company, together
    with its consolidated group, on its federal income tax return) or is made by the IRS, (II) such determination is made by a
    court, or (III) such determination is made upon the resolution to the Executive’s satisfaction of the Dispute, then
    the Company shall pay an amount equal to the Gross-Up Underpayment to the Executive within ten calendar days of such determination
    or resolution, together with interest on such amount at 120% of the applicable federal rate compounded semi-annually from
    the date such amount should have been paid to the Executive pursuant to the terms of this Agreement or otherwise, but for
    the operation of this Section 4(c), until the date of payment.


 


	 	5.	Post-Termination
    Assistance. Upon the Executive’s termination of employment with the Company, the Executive agrees to fully cooperate
    in all matters relating to the winding up or pending work on behalf of the Company and the orderly transfer of work to other
    employees of the Company following any termination of the Executives’ employment. The Executive further agrees that
    Executive will provide, upon reasonable notice, such information and assistance to the Company as may reasonably be requested
    by the Company in connection with any audit, governmental investigation, litigation, or other dispute in which the Company
    is or may become a party and as to which the Executive has knowledge; provided, however, that (i) the Company agrees to reimburse
    the Executive for any related out-of-pocket expenses, including travel expenses, and (ii) any such assistance may not unreasonably
    interfere with Executive’s then current employment.


 


	 	6.	No
    Mitigation or Set Off. In no event shall the Executive be obligated to seek other employment or take any other action
    by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts
    shall not be reduced, regardless of whether the Executive obtains other employment. The Company’s obligation to make
    the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any
    circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company
    may have against the Executive or others; provided, however, the Company shall have the right to offset the amount of any
    funds loaned or advanced to the Executive and not repaid against any severance obligations the Company may have to the Executive
    hereunder.


 




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	 	7.	Confidentiality


 


	 	(a)	Definition.
    For purposes of this Agreement, “Confidential Information” shall mean all Company Work Product (as hereinafter defined)
    and all non-public written, electronic, and oral information or materials of Company communicated to or otherwise obtained by
    Executive in connection with this Agreement, which is related to the products, business and activities of Company, its Affiliates
    (as defined below), and subsidiaries, and their respective customers, clients, suppliers, and other entities with which such party
    does business, including: (i) all costing, pricing, technology, software, documentation, research, techniques, procedures,
    processes, discoveries, inventions, methodologies, data, tools, templates, know how, intellectual property and all other proprietary
    information of Company; (ii) the terms of this Agreement; and (iii) any other information identified as confidential in writing by
    Company. Confidential Information shall not include information that: (a) was lawfully known by Executive without an obligation of
    confidentiality before its receipt from Company; (b) is independently developed by Executive without reliance on or use of
    Confidential Information; (c) is or becomes publicly available without a breach by Executive of this Agreement; or (d) is disclosed
    to Executive by a third party which is not required to maintain its confidentiality. An “Affiliate” of a Party shall
    mean any entity directly or indirectly controlling, controlled by, or under common control with, such Party at any time during the
    Term for so long as such control exists.


 


	 	(b)	Company
    Ownership. Company shall retain all right, title, and interest to the Confidential Information, including all copies thereof
    and all rights to patents, copyrights, trademarks, trade secrets and other intellectual property rights inherent therein and
    appurtenant thereto. Subject to the terms and conditions of this Agreement, Company hereby grants Executive a non-exclusive,
    non-transferable, license during the Term to use any Confidential Information solely to the extent that such Confidential
    Information is necessary for the performance of Executive’s duties hereunder. Executive shall not, by virtue of this
    Agreement or otherwise, acquire any proprietary rights whatsoever in Confidential Information, which shall be the sole and
    exclusive property and confidential information of Company. No identifying marks, copyright or proprietary right notices may
    be deleted from any copy of Confidential Information. Nothing contained herein shall be construed to limit the rights of Company
    from performing similar services for, or delivering the same or similar deliverable to, third parties using the Confidential
    Information and/or using the same personnel to provide any such services or deliverables.


 


	 	(c)	Confidentiality
    Obligations. Executive agrees to hold the Confidential Information in confidence and not to copy, reproduce, sell, assign,
    license, market, transfer, give or otherwise disclose such Confidential Information to any person or entity or to use the
    Confidential Information for any purposes whatsoever, without the express written permission of Company, other than disclosure
    to Executive’s, partners, principals, directors, officers, employees, subcontractors and agents on a “need-to-know”
    basis as reasonably required for the performance of Executive’s obligations hereunder or as otherwise agreed to herein.
    Executive shall be responsible to Company for any violation of this Section 7 by Executive’s employees, subcontractors,
    and agents. Executive shall maintain the Confidential Information with the same degree of care, but no less than a reasonable
    degree of care, as Executive employs concerning its own information of like kind and character.


 




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	 	(d)	Required
    Disclosure. If Executive is requested to disclose any of the Confidential Information as part of an administrative or
    judicial proceeding, Executive shall, to the extent permitted by applicable law, promptly notify Company of that request and
    cooperate with Company, at Company’s expense, in seeking a protective order or similar confidential treatment for the
    Confidential Information. If no protective order or other confidential treatment is obtained, Executive shall disclose only
    that portion of Confidential Information which is legally required and will exercise all reasonable efforts to obtain reliable
    assurances that confidential treatment will be accorded the Confidential Information which is required to be disclosed.


 


	 	(e)	Enforcement.
    Executive acknowledges that the Confidential Information is unique and valuable, and that remedies at law will be inadequate to
    protect Company from any actual or threatened breach of this Section 7 by Executive and that any such breach would cause irreparable
    and continuing injury to Company. Therefore, Executive agrees that Company shall be entitled to seek equitable relief with respect
    to the enforcement of this Section 7 without any requirement to post a bond, including, without limitation, injunction and specific
    performance, without proof of actual damages or exhausting other remedies, in addition to all other remedies available to Company at
    law or in equity. For greater clarity, in the event of a breach or threatened breach by Executive of any of the provisions of this
    Section 7, in addition to and not in limitation of any other rights, remedies or damages available at law or in equity, Company
    shall be entitled to a permanent injunction or other like remedy in order to prevent or restrain any such breach or threatened
    breach by Executive, and Executive agrees that an interim injunction may be granted against Executive immediately on the
    commencement of any action, claim, suit or proceeding by Company to enforce the provisions of this Section 7, and Executive further
    irrevocably consents to the granting of any such interim or permanent injunction or any like remedy. If any action at law or in
    equity is necessary to enforce the terms of this Section 7, Executive, if it is determined to be at fault, shall pay Company’s
    reasonable legal fees and expenses on a substantial indemnity basis.


 


	 	(f)	Related
    Duties. Executive shall: (i) promptly deliver to Company upon Company’s request all materials in Executive’s
    possession which contain Confidential Information; (ii) use its best efforts to prevent any unauthorized use or disclosure
    of the Confidential Information; (iii) notify Company in writing immediately upon discovery of any such unauthorized use or
    disclosure; and (iv) cooperate in every reasonable way to regain possession of any Confidential Information and to prevent
    further unauthorized use and disclosure thereof. 


 


	 	(g)	Legal
    Exceptions. Further notwithstanding the foregoing provisions of this Section 7, Executive may disclose confidential information
    as may be expressly required by law, governmental rule, regulation, executive order, court order, or in connection with a
    dispute between the Parties; provided that prior to making any such disclosure, subject to applicable law, Executive shall
    use its best efforts to: (i) provide Company with at least fifteen (15) days’ prior written notice setting forth with
    specificity the reason(s) for such disclosure, supporting documentation therefor, and the circumstances giving rise thereto;
    and (ii) limit the scope and duration of such disclosure to the strictest possible extent.


 




    	11



     


    

 


	 	(h)	Limitation.
    Except as specifically set forth herein, no licenses or rights under any patent, copyright, trademark, or trade secret are granted
    by Company to Executive hereunder, or are to be implied by this Agreement. Except for the restrictions on use and disclosure of
    Confidential Information imposed in this Agreement, no obligation of any kind is assumed or implied against either Party or their
    Affiliates by virtue of meetings or conversations between the Parties hereto with respect to the subject matter stated above or with
    respect to the exchange of Confidential Information. Each Party further acknowledges that this Agreement and any meetings and
    communications of the Parties and their affiliates relating to the same subject matter shall not: (i) constitute an offer, request,
    invitation or contract with the other Party to engage in any research, development or other work; (ii) constitute an offer, request,
    invitation or contract involving a buyer-seller relationship, joint venture, teaming or partnership relationship between the Parties
    and their affiliates; or (iii) constitute a representation, warranty, assurance, guarantee or inducement with respect to the
    accuracy or completeness of any Confidential Information or the non-infringement of the rights of third persons.


 


	 	8.	Intellectual
    Property Rights.


 


	 	(a)	Disclosure
    of Work Product. As used in this Agreement, the term “Work Product” means any invention, whether or not patentable,
    know-how, designs, mask works, trademarks, formulae, processes, manufacturing techniques, trade secrets, ideas, artwork, software
    or any copyrightable or patentable works. Executive agrees to disclose promptly in writing to Company, or any person designated
    by Company, all Work Product that is solely or jointly conceived, made, reduced to practice, or learned by Executive in the
    course of any work performed for Company (“Company Work Product”). Executive agrees (a) to use Executive’s
    best efforts to maintain such Company Work Product in trust and strict confidence; (b) not to use Company Work Product in
    any manner or for any purpose not expressly set forth in this Agreement; and (c) not to disclose any such Company Work Product
    to any third party without first obtaining Company’s express written consent on a case-by-case basis. 


 


	 	(b)	Ownership
    of Company Work Product. Executive agrees that any and all Company Work Product conceived, written, created or first reduced
    to practice in the performance of work under this Agreement shall be deemed “work for hire” under applicable law
    and shall be the sole and exclusive property of Company.


 


	 	(c)	Assignment
    of Company Work Product. Executive irrevocably assigns to Company all right, title and interest worldwide in and to the
    Company Work Product and all applicable intellectual property rights related to the Company Work Product, including without
    limitation, copyrights, trademarks, trade secrets, patents, moral rights, contract and licensing rights (the “Proprietary
    Rights”). Except as set forth below, Executive retains no rights to use the Company Work Product and agrees not to challenge
    the validity of Company’s ownership in the Company Work Product. Executive hereby grants to Company a perpetual, non-exclusive,
    fully paid-up, royalty-free, irrevocable and world-wide right, with rights to sublicense through multiple tiers of sublicensees,
    to reproduce, make derivative works of, publicly perform, and display in any form or medium whether now known or later developed,
    distribute, make, use and sell any and all Executive owned or controlled Work Product or technology that Executive uses to
    complete the services and which is necessary for Company to use or exploit the Company Work Product.


 




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	 	(d)	Assistance.
    Executive agrees to cooperate with Company or its designee(s), both during and after the Term, in the procurement and maintenance of
    Company’s rights in Company Work Product and to execute, when requested, any other documents deemed necessary by Company to
    carry out the purpose of this Agreement. Executive will assist Company in every proper way to obtain, and from time to time enforce,
    United States and foreign Proprietary Rights relating to Company Work Product in any and all countries. Executive’s obligation
    to assist Company with respect to Proprietary Rights relating to such Company Work Product in any and all countries shall continue
    beyond the termination of this Agreement, but Company shall compensate Executive at a reasonable rate to be mutually agreed upon
    after such termination for the time actually spent by Executive at Company’s request on such assistance.


 


	 	(e)	Execution
    of Documents. In the event Company is unable for any reason, after reasonable effort, to secure Executive’s signature on
    any document requested by Company pursuant to this Section 8 within seven (7) days of the Company’s initial request to
    Executive, Executive hereby irrevocably designates and appoints Company and its duly authorized officers and agents as its agent and
    attorney in fact, which appointment is coupled with an interest, to act for and on its behalf solely to execute, verify and file any
    such documents and to do all other lawfully permitted acts to further the purposes of this Section 8 with the same legal force and
    effect as if executed by Executive. Executive hereby waives and quitclaims to Company any and all claims, of any nature whatsoever,
    which Executive now or may hereafter have for infringement of any Proprietary Rights assignable hereunder to Company.


 


	 	(f)	Executive
    Representations and Warranties. Executive hereby represents and warrants that: (i) Company Work Product will be an original
    work of Executive or all applicable third parties will have executed assignments of rights reasonably acceptable to Company;
    (ii) neither the Company Work Product nor any element thereof will infringe the intellectual property rights of any third
    party; (iii) neither the Company Work Product nor any element thereof will be subject to any restrictions or to any mortgages,
    liens, pledges, security interests, encumbrances or encroachments; (iv) Executive will not grant, directly or indirectly,
    any rights or interest whatsoever in the Company Work Product to any third party; (v) Executive has full right and power to
    enter into and perform Executive’s obligations under this Agreement without the consent of any third party; (vi) Executive
    will use best efforts to prevent injury to any person (including employees of Company) or damage to property (including Company’s
    property) during the Term; and (vii) should Company permit Executive to use any of Company’s equipment, tools, or facilities
    during the Term, such permission shall be gratuitous and Executive shall be responsible for any injury to any person (including
    death) or damage to property (including Company’s property) arising out of use of such equipment, tools or facilities.


 




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	 	9.	Non-Solicitation


 


	 	(a)	Existing
    Business Interests. The Parties acknowledge that the Company is engaged in the various business as disclosed to the Executive
    (together with such other activities as may be engaged in from time to time, the “Existing Business”). As part
    of this Existing Business, Company has developed and continues to develop Confidential Information regarding the operation
    of such business. In addition, Company has developed and continues to develop substantial relationships with existing and
    prospective clients, accounts, suppliers and others, as well as goodwill associated with these relationships and business.
    These relationships are a substantial business asset owned by, and proprietary to, Company and are integral to Company’s
    Existing Business and continued operation. 


 


	 	(b)	Developing
    Business Interests. The Company also is engaged in expanding its business by developing new business concepts and services
    (the “Developing Business”). As part of this Developing Business,
    the Company has developed and continues to develop Confidential Information related thereto, valuable relationships with prospective
    and existing clients, accounts, suppliers and others, and continues to create goodwill associated with these relationships
    and business. The Developing Business is a substantial business asset owned by, and proprietary to, the Company.


 


	 	(c)	Other
    Legitimate Business Interests. In addition to the Existing Business and the Developing Business, Company has other legitimate
    business interests which are necessary to protect through the provisions of this
    Section 9, which Executive acknowledges include, but are not limited to the following (collectively the “Other Legitimate
    Business Interests”):


 


	 	(i)	The
    Company has expended considerable resources in developing relationships with its suppliers, clients and customers;


 


	 	(ii)	The
    Company has expended considerable resources to recruit and hire vendors and/or employees who could perform services for Company;
    


 


	 	(iii)	Executive
    may, through the contractual relationship set forth herein, develop a substantial relationship with Company’s existing
    or potential clients, including but not limited to being the sole or primary contact between Company and its clients and principals;
    and


 


	 	(iv)	The
    relationship between Company and its clients and principals will depend on the quality and quantity of the services Executive
    performs for Company.


 


	 	(d)	Acknowledgement
    of Company’s Right to Protection of Business Interests. Executive acknowledges and agrees that Company desires,
    is entitled to, and deserves, protection of its legitimate business interests
    associated with the Existing Business, the Developing Business and the Other Legitimate Business Interests. Accordingly, Executive
    agrees to the restrictions set forth in this Section 9 as reasonable under the circumstances.


 


	 	(e)	No-Solicitation.
    In recognition and consideration of Company’s Existing Business, Developing Business and Other Legitimate Business Interests,
    subject to applicable law, Executive agrees that, for the Term and for a period of three (3) years thereafter, Executive shall not,
    directly or indirectly solicit or discuss with any employee of Company the employment of such Company employee by any other
    commercial enterprise other than Company, nor recruit, attempt to recruit, hire or attempt to hire any such Company employee on
    behalf of any commercial enterprise other than Company. Nothing in this Section 9(e) shall prohibit Executive from undertaking a
    general recruitment advertisement provided that the foregoing is not targeted towards any person identified above, or from hiring,
    employing or engaging any such person who responds to such general recruitment advertisement.


 




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	 	(f)	Remedies
    for Breach of Restrictions.


 


	 	(i)	Executive
    admits and agrees that Executive’s breach of the provisions of this Section 9 would result in irreparable harm to Company.
    Accordingly, in the event of Executive’s breach or threatened breach of such restrictions, Executive agrees that Company
    shall be entitled to an injunction restraining such breach or threatened breach without the necessity of posting a bond or
    other security. Further, in the event of Executive’s breach, the duration of the restrictions contained in this Section
    9 shall be extended for the entire time that the breach existed so that Company is provided with the full time period provided
    herein.


 


	 	(ii)	In
    addition to injunctive relief, Company shall be entitled to any other remedy available in law or equity by reason of Executive’s
    breach or threatened breach of the restrictions contained in this Section 9. 


 


	 	(iii)	If
    the Company retains an attorney to enforce the provisions of this Section 9, the Company shall be entitled to recover its
    reasonable attorneys’ fees and costs so incurred from Executive, both prior to filing a lawsuit, during the lawsuit
    and on appeal.


 


	 	(g)	Blue
    Pencil. Executive has carefully read and considered the provisions of this Section 9 and, having done so, agrees that
    the restrictions set forth in such Section 9 are fair and reasonable and are reasonably required for the protection of the
    legitimate business interests of the Company. In the event that a court of competent jurisdiction shall determine that any
    of the foregoing restrictions are unenforceable, the Parties hereto agree that it is their desire that such court substitute
    an enforceable restriction in place of any restriction deemed unenforceable, and that the substitute restriction be deemed
    incorporated herein and enforceable against Executive. It is the intent of the Parties hereto that the court, in so determining
    any such enforceable substitute restriction, recognize that it is their intent that the foregoing restrictions be imposed
    and maintained to the greatest extent possible.


 


	 	10.	Representations
    and Warranties Relating to Securities. Any shares of Common Stock or other securities of the Company that may be issued
    or granted to the Executive hereunder or pursuant to any other agreement between the Company and the Executive in connection
    with the transactions contemplated herein may be referred to as the “Securities”, and Executive represents and
    warrants to the Company as set forth in this Section 10 with respect to the Securities and Executive’s receipt thereof,
    as of the Effective Date and as of the date of any issuance or granting of any Securities.


 




    	15



     


    

 


	 	(a)	Executive
    is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated pursuant to the
    Securities Act (an “Accredited Investor”).


 


	 	(b)	Executive
    hereby represent that the Securities awarded pursuant to this Agreement are being acquired for Executive’s own account
    and not for sale or with a view to distribution thereof. Executive acknowledges and agrees that any sale or distribution of
    Securities which have vested may be made only pursuant to either (a) a registration statement on an appropriate form under
    the Securities Act of 1933, as amended (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 the Company, prior to any such sale or distribution. Executive hereby consents to such action as the Board or the Company
    deems necessary or appropriate from time to time to prevent a violation of, or to perfect an exemption from, the registration
    requirements of the Securities Act or to implement the provisions of this Agreement, including but not limited to placing
    restrictive legends on certificates evidencing shares of Securities (whether or not the Restrictions applicable thereto have
    lapsed) and delivering stop transfer instructions to the Company’s stock transfer agent.


 


	 	(c)	Executive
    understands that the Securities is being offered and sold to Executive in reliance upon specific exemptions from the registration
    requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy
    of, and Executive’s compliance with, the representations, warranties, agreements, acknowledgments and understandings
    of the Executive set forth herein in order to determine the availability of such exemptions and the eligibility of the Executive
    to acquire the Securities.


 


	 	(d)	Executive
    has been furnished with all documents and materials relating to the business, finances and operations of the Company and information
    that Executive requested and deemed material to making an informed investment decision regarding its acquisition of the Securities.
    Executive has been afforded the opportunity to review such documents and materials and the information contained therein.
    Executive has been afforded the opportunity to ask questions of the Company and its management. Executive understands that
    such discussions, as well as any written information provided by the Company, were intended to describe the aspects of the
    Company’s business and prospects which the Company believes to be material, but were not necessarily a thorough or exhaustive
    description and the Company 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 the Company. Some
    of such information may include projections as to the future performance of the Company, which projections may not be realized,
    may be based on assumptions which may not be correct and may be subject to numerous factors beyond the Company’s control.
    Additionally, Executive understands and represents that Executive is acquiring the Securities notwithstanding the fact that
    the Company may disclose in the future certain material information that the Executive has not received. Executive has sought
    such accounting, legal and tax advice as Executive has considered necessary to make an informed investment decision with respect
    to Executive’s investment in the Securities. Executive has full power and authority to make the representations referred
    to herein, to acquire the Securities and to execute and deliver this Agreement. Executive, either personally, or together
    with Executive’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 Securities, is able to bear the risks of an investment in the Securities and
    understands the risks of, and other considerations relating to, a purchase of the Securities. The Executive and Executive’s
    advisors have had a reasonable opportunity to ask questions of and receive answers from the Company concerning the Securities.
    Executive’s financial condition is such that Executive is able to bear the risk of holding the Securities that Executive
    may acquire pursuant to this Agreement for an indefinite period of time, and the risk of loss of Executive’s entire
    investment in the Company. Executive has investigated the acquisition of the Securities to the extent Executive deemed necessary
    or desirable and the Company has provided Executive with any reasonable assistance Executive has requested in connection therewith.
    No representations or warranties have been made to Executive by the Company, or any representative of the Company, or any
    securities broker/dealer, other than as set forth in this Agreement.


 




    	16



     


    

 


	 	(e)	Executive
    also acknowledges and agrees that an investment in the Securities is highly speculative and involves a high degree of risk
    of loss of the entire investment in the Company and there is no assurance that a public market for the Securities will ever
    develop and that, as a result, Executive may not be able to liquidate Executive’s investment in the Securities should
    a need arise to do so. Executive is not dependent for liquidity on any of the amounts Executive is investing in the Securities.
    Executive has full power and authority to make the representations referred to herein, to acquire the Securities and to execute
    and deliver this Agreement. Executive understands that the representations and warranties herein are to be relied upon by
    the Company as a basis for the exemptions from registration and qualification of the issuance and sale of the Securities under
    the federal and state securities laws and for other purposes.


 


	 	(f)	Executive
    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 Securities.


 


	 	(g)	Executive
    understands that until such time as the Securities have 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 Securities 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 Securities):


 




    	17



     


    

 


“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.”


 


	 	(h)	This
    Agreement has been duly and validly authorized by Executive. This Agreement has been duly executed and delivered on behalf
    of Executive, and this Agreement constitutes a valid and binding agreement of Executive enforceable in accordance with its
    terms.


 


	 	(i)	Executive
    is an individual resident of the state set forth in the notices provision for Executive herein.


 


	 	11.	Effect
    of Waiver. The waiver by either Party of a breach of any provision of this Agreement shall not operate or be construed
    as a waiver of any subsequent breach hereof. No waiver shall be valid unless in writing.


 


	 	12.	Assignment.
    This Agreement may not be assigned by either Party without the express prior written consent of the other Party hereto, except
    that Company may transfer, assign or delegate to any successor (whether direct or indirect, by purchase, merger, consolidation
    or otherwise) to all or substantially all of the business and/or assets of the Company any of Company’s rights, obligations
    or duties hereunder. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any
    successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law,
    or otherwise. This Agreement shall inure to the benefit of, and shall be binding upon, the successors and permitted assigns
    of the Parties.


 


	 	13.	No
    Third-Party Rights. Except as expressly provided in this Agreement, this Agreement is intended solely for the benefit
    of the Parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person or entity
    other than the Parties hereto.


 


	 	14.	Entire
    Agreement; Effectiveness of Agreement. This Agreement and any option agreement or other agreement entered into between
    the Company and Executive with respect to the issuance of any equity securities of the Company or other equity awards relating
    to the Company set forth the entire agreement of the Parties hereto and shall supersede any and all prior agreements and understandings
    concerning the Executive’s employment by the Company. This Agreement may be changed only by a written document signed
    by the Executive and the Company.


 


	 	15.	Survival.
    The provisions of Section 3, Section 4, Section 5, Section 6, Section 7, Section 8, Section 9 and Section 13 through Section
    25, inclusive, shall survive any termination or expiration of this Agreement, and provided that any expiration or termination
    of this Agreement shall not excuse a Party from compliance with, or fulfillment of, any obligations or conditions which arose
    prior to such expiration or termination.


 




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	 	16.	Severability.
    If any one or more of the provisions, or portions of any provision, of the Agreement shall be held to be invalid, illegal
    or unenforceable, the validity, legality or enforceability of the remaining provisions or parts hereof shall not in any way
    be affected or impaired thereby.


 


	 	17.	Governing
    Law and Waiver of Jury Trial.


 


	 	(a)	All
    questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined, and
    this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of California,
    and for all purposes shall be construed in accordance with the laws of such state, without giving effect to the choice of
    law provisions of such state, provided, however, that to the extent that the laws of the State of Nevada are required, by
    the Nevada Revised Statutes or the Articles of Incorporation or Bylaws of the Company, to apply with respect to the issuance
    to Executive of any Securities of the Company, the laws of the State of Nevada shall apply thereto.


 


	 	(b)	Subject
    to Section 18, each Party agrees that all legal proceedings concerning this Agreement shall be commenced in the state and
    federal courts sitting in Los Angeles County, California (the “Selected Courts”). Each Party hereto hereby irrevocably
    submits to the exclusive jurisdiction of the Selected Courts for the adjudication of any dispute hereunder or in connection
    herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the
    rights of a Party under this Agreement), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
    any claim that it is not personally subject to the jurisdiction of such Selected Courts, or such Selected Courts are improper
    or inconvenient venue for such proceeding. Each Party hereby irrevocably waives personal service of process and consents to
    process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or
    overnight delivery (with evidence of delivery) to such Party at the address in effect for notices to it under this Agreement
    and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained
    herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. 


 




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	 	(c)	TO
    THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
    PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY
    HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
    THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
    IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
    AND CERTIFICATIONS IN THIS SECTION 17(c).


 


	 	(d)	Subject
    to the provisions of Section 20(b), if any Party shall commence an action or proceeding to enforce any provisions of this
    Agreement, then the prevailing Party in such action or proceeding shall be reimbursed by the other Party for its attorney’s
    fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.


 


	 	18.	Arbitration.
    Any controversy, claim or dispute arising out of or relating to this Agreement or the Executive’s employment by the
    Company, including, but not limited to, common law and statutory claims for discrimination, wrongful discharge, and unpaid
    wages, shall be resolved by arbitration in Los Angeles, California pursuant to then-prevailing National Rules for the Resolution
    of Employment Disputes of the American Arbitration Association. The arbitration shall be conducted by three arbitrators, with
    one arbitrator selected by each Party and the third arbitrator selected by the two arbitrators so selected by the Parties.
    The arbitrators shall be bound to follow the applicable Agreement provisions in adjudicating the dispute. It is agreed by
    both Parties that the arbitrators’ decision is final, and that no Party may take any action, judicial or administrative,
    to overturn such decision. The judgment rendered by the arbitrators may be entered in the Selected Courts. Subject to the
    provisions of Section 20(b), each Party will pay its own expenses of arbitration and the expenses of the arbitrators will
    be equally shared provided that, if in the opinion of the arbitrators any claim, defense, or argument raised in the arbitration
    was unreasonable, the arbitrators may assess all or part of the expenses of the other Party (including reasonable attorneys’
    fees) and of the arbitrators as the arbitrators deem appropriate. The arbitrators may not award either Party punitive or consequential
    damages.


 


	 	19.	Indemnification.
    During the Term, the Executive shall be entitled to indemnification and insurance coverage for officers’ liability,
    fiduciary liability and other liabilities arising out of the Executive’s position with the Company in any capacity,
    in an amount not less than the highest amount available to any other executive, and such coverage and protections, with respect
    to the various liabilities as to which the Executive has been customarily indemnified prior to termination of employment,
    shall continue for at least six years following the end of the Term. Any indemnification agreement entered into between the
    Company and the Executive shall continue in full force and effect in accordance with its terms following the termination of
    this Agreement.


 


	 	20.	Expenses.


 


	 	(a)	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 and the transactions contemplated herein.


 




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	 	(b)	It
    is the intent of the Company that, following a Change of Control, the Executive shall not be required to incur any expenses
    associated with the enforcement of Executive’s rights under this Agreement by arbitration, litigation or other legal
    action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive
    hereunder. Accordingly, the Company shall pay the Executive on demand the amount necessary to reimburse the Executive in full
    for all expenses (including all attorneys’ fees and legal expenses) incurred by the Executive in enforcing any of the
    obligations of the Company under this Agreement, or in defending any action by the Company against the Executive in respect
    of such obligations or the obligations of the Executive under this Agreement, if such action is commenced on or following
    a Change of Control. The Company shall pay such expenses to the Executive upon demand in connection with any action described
    in the preceding sentence which is commenced prior to a Change of Control if the Executive substantially prevails on at least
    one material issue in dispute.


 


	 	21.	Notices.


 


	 	(a)	All
    notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other Party, or
    by registered or certified mail, return receipt requested, postage prepaid, or by email with return receipt requested and
    received or nationally recognized overnight courier service, addressed as set forth below or to such other address as either
    Party shall have furnished to the other in writing in accordance herewith. All notices, requests, demands and other communications
    shall be deemed to have been duly given (i) when delivered by hand, if personally delivered, (ii) when delivered by courier
    or overnight mail, if delivered by commercial courier service or overnight mail, and (iii) on receipt of confirmed delivery,
    if sent by email.


 


If
to the Company:


 


Clubhouse
Media Group, Inc.


Attn:
Christian Young


3651
Lindell Road


D517


Las
Vegas, NV 89103


Email:
chrisyoungjd@gmail.com


 


With
a copy, which shall not constitute notice, to:


 


Anthony
L.G., PLLC


Attn:
John Cacomanolis


625
N. Flagler Drive, Suite 600


West
Palm Beach, FL 33401


Email:
JCacomanolis@anthonypllc.com


 


If
to Executive, to the address and email address on file for the Executive in the books and records of the Company.


 


	 	22.	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 this Agreement.


 




    	21



     


    

 


	 	23.	Counsel.
    The Parties acknowledge and agree that Anthony L.G., PLLC (“Counsel”) has acted as legal counsel to the Company,
    and that Counsel has prepared this Agreement at the request of the Company, and that Counsel is not legal counsel to Executive
    individually. Each of the Parties acknowledges and agrees that they are aware of, and have consented to, the Counsel acting
    as legal counsel to the Company and preparing this Agreement, and that Counsel has advised each of the Parties to retain separate
    counsel to review the terms and conditions of this Agreement and the other documents to be delivered in connection herewith,
    and each Party has either waived such right freely or has otherwise sought such additional counsel as it has deemed necessary.
    Each of the Parties acknowledges and agrees that Counsel does not owe any duties to Executive in Executive’s individual
    capacity in connection with this Agreement and the transactions contemplated herein. Each of the Parties hereby waives any
    conflict of interest which may apply with respect to Counsel’s actions as set forth herein, and the Parties confirm
    that the Parties have previously negotiated the material terms of the agreements as set forth herein.


 


	 	24.	Rule
    of Construction. The general rule of construction for interpreting a contract, which provides that the provisions of a
    contract should be construed against the Party preparing the contract, is waived by the Parties hereto. Each Party acknowledges
    that such Party was represented by separate legal counsel in this matter who participated in the preparation of this Agreement
    or such Party had the opportunity to retain counsel to participate in the preparation of this Agreement but elected not to
    do so.


 


	 	25.	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]


 




    	22



     


    

 


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


 


	 	Clubhouse
    Media Group, Inc.
	 	 	 
	 	By:
    	/s/
Christian Young
	 	Name:	Christian
    Young
	 	Title:
    	President


 


	 	Executive:
    Amir Ben-Yohanan
	 	 	 
	 	By:
    	/s/ Amir Ben-Yohanan
	 	Name:	Amir
    Ben-Yohanan


 




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