SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 15th, 2021 • Clubhouse Media Group, Inc. • Services-amusement & recreation services • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 11, 2021, by and between CLUBHOUSE MEDIA GROUP, INC., a Nevada corporation, with headquarters located at 3651 Lindell Road, D517, Las Vegas, NV 89103 (the “Company”), and LABRYS FUND, LP, a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the “Buyer”).
EXHIBIT 2 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER ("Agreement") made this 27th day of December, 2006 by and between Tongji Healthcare Group, Inc., a Nevada corporation (the "Company"), Nanning Tongji Hospital, Co. Ltd., a People's...Agreement and Plan of Merger • February 13th, 2007 • Tongji Healthcare Group, Inc.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 14th, 2022 • Clubhouse Media Group, Inc. • Services-amusement & recreation services • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 10, 2022, by and between CLUBHOUSE MEDIA GROUP INC., a Nevada corporation, with headquarters located at 3651 Lindell Road, D517, Las Vegas, NV 89103 (the “Company”) and FAST CAPITAL, LLC, a Delaware limited liability company, with its address at 3763 Rosecroft Ct., San Diego, CA 92130, (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 14th, 2022 • Clubhouse Media Group, Inc. • Services-amusement & recreation services • Virginia
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 8, 2022, by and between Clubhouse Media Group, Inc., a Nevada corporation, with its address at 3651 Lindell Road, D517, Las Vegas, Nevada 89103 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria, VA 22314 (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 4th, 2021 • Clubhouse Media Group, Inc. • Services-amusement & recreation services • Nevada
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 29, 2021, by and between CLUBHOUSE MEDIA GROUP, INC., a Nevada corporation (the “Company”), and PEAK ONE OPPORTUNITY FUND, L.P., a Delaware limited partnership (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the equity purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
10% PROMISSORY NOTEClubhouse Media Group, Inc. • March 9th, 2022 • Services-amusement & recreation services • Delaware
THIS IS A 10% PROMISSORY NOTE of Clubhouse Media Group Inc. (the “Company”), a Nevada Corporation, having its principal place of business at 3651 Lindell Road, D517, Las Vegas, NV 89103 (this “Note”), which represents a duly authorized and validly issued debt of the Company.
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • November 4th, 2021 • Clubhouse Media Group, Inc. • Services-amusement & recreation services • Nevada
This equity purchase agreement is entered into as of October 29, 2021 (this “Agreement”), by and between Clubhouse Media Group, Inc., a Nevada corporation (the “Company”), and Peak One Opportunity Fund, L.P., a Delaware limited partnership (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 9th, 2022 • Clubhouse Media Group, Inc. • Services-amusement & recreation services • Nevada
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 3, 2022 between CLUBHOUSE MEDIA GROUP, INC., a Nevada corporation (the “Company”), and Coventry Enterprises, LLC, a Delaware limited liability company (“Investor”).
Executive Employment Agreement Dated as of October 7, 2021Executive Employment Agreement • October 14th, 2021 • Clubhouse Media Group, Inc. • Services-amusement & recreation services • Nevada
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 Dmitry Kaplun (the “Executive”). The Company and Executive may collective be referred to as the “Parties” and each individually as a “Party”.
EXHIBIT 10.3Sale Contract • February 13th, 2007 • Tongji Healthcare Group, Inc.
Form of Warrant Form of Underwriter’s Warrant AgreementClubhouse Media Group, Inc. • May 28th, 2021 • Services-amusement & recreation services • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 20__ [DATE ON WHICH THE OFFERING IS QUALIFIED]. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 20__ [DATE THAT IS FIVE YEARS FROM THE DATE ON WHICH THE OFFERING IS QUALIFIED].
Securities Purchase Agreement By and Among Clubhouse Media Group, Inc. And GS Capital Partners, LLC Dated as of April 29, 2021Securities Purchase Agreement • May 5th, 2021 • Clubhouse Media Group, Inc. • Services-amusement & recreation services • Nevada
This Securities Purchase Agreement (this “Agreement”) is entered into as of April 29, 2021 (the “Closing Date”), by and among Clubhouse Media Group, Inc., a Nevada corporation (the “Company”) and GS Capital Partners, LLC, a New York limited liability company (“Buyer”). The Company and the Buyer may be collectively referred to herein as the “Parties” and individually as a “Party”.
TENANCY AGREEMENT WHEREAS Guangxi Tongji Medicine Co., Ltd. has the property right of depot in No. 5 Beiji Road (5479.62 m^2), Nanning Tonhgji Hospital Co., Ltd. became the tenant of Tongji Medicine co., Ltd. and both parties agree to the following...Tenancy Agreement • February 13th, 2007 • Tongji Healthcare Group, Inc.
ESCROW AGREEMENT between CLUBHOUSE MEDIA GROUP, INC. and SUTTER SECURITIES CLEARING, LLC OFFERING DEPOSIT ACCOUNT AGENCY AGREEMENTEscrow Agreement • May 28th, 2021 • Clubhouse Media Group, Inc. • Services-amusement & recreation services • California
This Offering Deposit Account Agency Agreement (this “Agreement”) dated as of ________, 2021, by and among CLUBHOUSE MEDIA GROUP, INC. (the “Company”), having an address at 3651 Lindell Road, D517, Las Vegas, Nevada 89103, BOUSTEAD SECURITIES, LLC, serving as the representative of the Placement Agent (the “Placement Agent”), having an address at 6 Venture, Suite 395, Irvine, CA 92618 USA, and SUTTER SECURITIES CLEARING, LLC, serving as deposit account agent (the “Deposit Account Agent”), a broker-dealer registered with the Securities and Exchange Commission (“SEC”), having an office at 6 Venture, Suite 395, Irvine, CA 92618 USA. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Offering Circular filed with the United States SEC dated _______, 2021, under File Number [______], including all attachments, schedules and exhibits thereto, as amended from time to time (the “Offering Circular”).
Executive Employment AgreementEmployment Agreement • April 7th, 2022 • Clubhouse Media Group, Inc. • Services-amusement & recreation services • Nevada
This Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above and beginning April 11th, 2022 (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”.
DIRECTOR AGREEMENTDirector Agreement • March 10th, 2021 • Clubhouse Media Group, Inc. • Services-amusement & recreation services • Nevada
This Director Agreement (this “Agreement”), dated and made effective as of March 4, 2021 (the “Effective Date”), is entered into by and between Clubhouse Media Group, Inc., a Nevada Corporation (“Company”), and Simon Yu, an individual resident of the State of California (“Director”). The Company and Director may be referred to herein individually as a “Party” or collectively as the “Parties”.
Subscription Agreement of Clubhouse Media Group, Inc. Common StockSubscription Agreement • May 28th, 2021 • Clubhouse Media Group, Inc. • Services-amusement & recreation services • New York
This subscription (this “Subscription”) is dated , 2021, by and between the investor identified on the signature page hereto (the “Investor”) and Clubhouse Media Group, Inc., a Nevada corporation (the “Company”), whereby the parties agree as follows:
Debt Repayment and Release AgreementDebt Repayment and Release Agreement • December 20th, 2022 • Clubhouse Media Group, Inc. • Services-amusement & recreation services • Nevada
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) ProActive Capital SPV I, 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.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 25th, 2022 • Clubhouse Media Group, Inc. • Services-amusement & recreation services • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 20, 2022 (the “Closing Date”) by and between CLUBHOUSE MEDIA GROUP INC., a Nevada corporation, with headquarters located 3651 Lindell Road, D517, Las Vegas, NV 89103 (the “Company”), and ONE44 CAPITAL LLC, a Nevada limited liability company, with its address at 1 East Liberty Street Suite 600, Reno, Nevada 89501 (the “Buyer”). The Company and the Buyer may be collectively referred to herein as the “Parties” and individually as a “Party”.
Executive Employment Agreement Dated as of April 9, 2021Executive Employment Agreement • April 15th, 2021 • Clubhouse Media Group, Inc. • Services-amusement & recreation services • Nevada
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 Harris Tulchin (the “Executive”). The Company and Executive may collective be referred to as the “Parties” and each individually as a “Party”.
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • October 14th, 2021 • Clubhouse Media Group, Inc. • Services-amusement & recreation services • Nevada
This Independent Director Agreement (this “Agreement”), dated and made effective as of October 12, 2021 (the “Effective Date”), is entered into by and between Clubhouse Media Group, Inc., a Nevada Corporation (“Company”), and Massimiliano Musina, an individual resident of the Commonwealth of Puerto Rico (“Director”). The Company and Director may be referred to herein individually as a “Party” or collectively as the “Parties”.
Exchange Agreement Dated as of January 7, 2021Exchange Agreement • January 19th, 2021 • Tongji Healthcare Group, Inc. • Services-amusement & recreation services • Florida
This Exchange Agreement (this “Agreement”) is entered into as the date first set forth above (the “Effective Date”) by and Tongji Healthcare Group, Inc., a Nevada corporation (the “Company”) and Laura Anthony (“Creditor”). The Company and Creditor may be referred to herein individually as a “Party” and collectively as the “Parties”.
CLUBHOUSE MEDIA GROUP, INC. PLACEMENT AGENCY AGREEMENTAgency Agreement • May 28th, 2021 • Clubhouse Media Group, Inc. • Services-amusement & recreation services • Delaware
Clubhouse Media Group, Inc., a Nevada corporation (the “Company”), is qualifying for public sale up to $30,000,000 (the “Maximum Offering Amount”) shares (the “Shares”) of its common stock, $0.001 par value per share, for a purchase price of $4.00 per Share (the “Offering”), pursuant to an exemption from registration pursuant to: (i) Regulation A (“Regulation A”) promulgated by the Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”); and (ii) applicable blue sky exemptions. The Company desires to appoint Boustead Securities, LLC as its exclusive placement agent for the Offering (the “Placement Agent”) on the terms and conditions described herein. In connection with the Offering, the Company hereby agrees with the Placement Agent, as follows:
Debt Repayment and Release Agreement Dated as of March 7, 2023Debt Repayment and Release Agreement • March 13th, 2023 • Clubhouse Media Group, Inc. • Services-amusement & recreation services • Nevada
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) ONE44 CAPITAL LLC, a Nevada 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.”
Restricted Stock Award Agreement Dated as of October 7, 2021Restricted Stock Award Agreement • October 14th, 2021 • Clubhouse Media Group, Inc. • Services-amusement & recreation services • Nevada
This Restricted Stock Award Agreement (this “Agreement”) dated as of the date first set forth above (the “Award Date”) is entered into by and between Clubhouse Media Group, Inc., a Nevada corporation (the “Company”) and Dmitry Kaplun (“Grantee”). The Company and Grantee may collective be referred to as the “Parties” and each individually as a “Party”.
Amendment No. 1 to Convertible Promissory Note Dated as of February 4, 2022Convertible Promissory Note • February 11th, 2022 • Clubhouse Media Group, Inc. • Services-amusement & recreation services • Nevada
This Amendment No. 1 to Convertible Promissory Note (this “Amendment”), dated as of the date first set forth above (the “Amendment Date”), is entered into by and between Clubhouse Media Group, Inc., a Nevada corporation previously named Tongji Healthcare Group, Inc. (the “Company”) and ProActive Capital SPV I, LLC, a Delaware limited liability company (the “Holder”). The Company and Holder may be referred to herein individually as a “Party” and collectively as the “Parties.”
CONSULTING AGREEMENT Dated as of April 2, 2021Consulting Agreement • April 6th, 2021 • Clubhouse Media Group, Inc. • Services-amusement & recreation services • Nevada
This Consulting Agreement (“Agreement”) is made and entered into as of the date first set forth above (the “Effective Date”), by and between (i) Clubhouse Media Group, Inc., a Nevada corporation (the “Company”) and (ii) Andrew Omori (“Consultant”). Each of the Company and Consultant may be referred to herein individually as a “Party” and collectively as the “Parties.”
EXCHANGE AGREEMENTExchange Agreement • July 6th, 2022 • Clubhouse Media Group, Inc. • Services-amusement & recreation services • Nevada
THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of June 29, 2022, is entered into by and between CLUBHOUSE MEDIA GROUP, INC, a Nevada corporation (the “Company”) and GS Capital Partners, LLC (the “Holder”). As used herein, the term “Parties” shall be used to refer to the Company and Holder jointly and the term “Party” shall be used to refer to the Company and Holder individually.
DIRECTOR AGREEMENTDirector Agreement • August 11th, 2020 • Tongji Healthcare Group, Inc. • Services-general medical & surgical hospitals, nec • Nevada
This Director Agreement (this “Agreement”), dated and made effective as of August 5, 2020 (the “Effective Date”), is entered into by and between Tongji Healthcare Group, Inc, a Nevada Corporation (“Company”), and Harris Tulchin, an individual resident of the State of California (“Director”). The Company and Director may be referred to herein individually as a “Party” or collectively as the “Parties”.
AMENDED AND RESTATED SHARE EXCHANGE AGREEMENT by and among Clubhouse Media Group, Inc.; Digital Influence Inc.; The Shareholders of Digital Influence Inc.; And Christian Young as the Shareholders’ Representative.Share Exchange Agreement • February 8th, 2021 • Clubhouse Media Group, Inc. • Services-amusement & recreation services • Nevada
This Amended and Restated Share Exchange Agreement (this “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 formerly named Tongji Healthcare Group, Inc. (the “Company”); (ii) Digital Influence Inc., a Wyoming corporation doing business as Magiclytics (“Magiclytics”), (iii) each of the shareholders of Magiclytics as set forth on the signature pages hereto (the “Magiclytics Shareholders”) and (iv) Christian Young as the representative of the Magiclytics Shareholders (the “Shareholders’ Representative”). Each of Magiclytics and the Magiclytics Shareholders may be referred to collectively herein as the “Magiclytics Parties” and separately as an “Magiclytics Party.” Each of the Company, each Magiclytics Party and the Shareholders’ Representative may be referred to herein collectively as the “Parties” and separately as a “Party.”
Amendment No. 3 to Convertible Promissory Note Dated as of June 30, 2022Convertible Promissory Note • July 6th, 2022 • Clubhouse Media Group, Inc. • Services-amusement & recreation services • Nevada
This Amendment No. 2 to Convertible Promissory Note (this “Amendment”), dated as of the date first set forth above (the “Amendment Date”), is entered into by and between Clubhouse Media Group, Inc., a Nevada corporation (the “Company”) and Tiger Trout Capital Puerto Rico, LLC, a Puerto Rico limited liability company (“Holder”). The Company and Holder may be referred to herein individually as a “Party” and collectively as the “Parties.”
SHARE EXCHANGE AGREEMENT by and among Tongji Healthcare Group, Inc.; West Of Hudson Group, Inc.; The Shareholders of West Of Hudson Group, Inc.; And Amir Ben-Yohanan as the Shareholders’ Representative.Share Exchange Agreement • August 11th, 2020 • Tongji Healthcare Group, Inc. • Services-general medical & surgical hospitals, nec • Nevada
This Share Exchange Agreement (this “Agreement”) is entered into as of the date first set forth above (the “Effective Date”) by and between (i) Tongji Healthcare Group, Inc. a Nevada corporation (the “Company”); (ii) West Of Hudson Group, Inc., a Delaware corporation (“WOHG”), (iii) each of the shareholders of WOHG as set forth on the signature pages hereto (the “WOHG Shareholders”) and (iv) Amir Ben-Yohanan as the representative of the WOHG Shareholders (the “Shareholders’ Representative”). Each of WOHG and the WOHG Shareholders may be referred to collectively herein as the “WOHG Parties” and separately as an “WOHG Party.” Each of the Company, each WOHG Party and the Shareholders’ Representative may be referred to herein collectively as the “Parties” and separately as a “Party.”
CREDIT CARD SERVICES AGREEMENTServices Agreement • May 28th, 2021 • Clubhouse Media Group, Inc. • Services-amusement & recreation services • Delaware
This Services Agreement (“Services Agreement” or “Agreement”) is made and entered into as _______, 2021 of by and between Sutter Securities Group, Inc. (the “Platform”) and Clubhouse Media Group, Inc. (the “Company”).
AMENDMENT to Director Agreement Dated as of March 12, 2021Director Agreement • March 17th, 2021 • Clubhouse Media Group, Inc. • Services-amusement & recreation services • Nevada
This Amendment to Director Agreement (this “Amendment”), dated as of the date first set forth above (the “Amendment Date”), is entered into by and among (i) Clubhouse Media Group, Inc., a Nevada corporation (the “Company”) and (ii) Harris Tulchin (“Director”). The Company and Director may be collectively referred to herein as the “Parties” and individually as a “Party.”
EXHIBIT 10.5Agreement • April 5th, 2007 • Tongji Healthcare Group, Inc. • Services-general medical & surgical hospitals, nec
