Settlement and Release Agreement, dated February 17, 2023, by and between the registrant and 1800 Diagonal Lending LLC (f/k/a Sixth Street Lending LLC)

Exhibit 10.1

Settlement and Release Agreement

Dated as of February 17, 2023

This Settlement and Release Agreement (the “Agreement”) is entered into as of the date first set forth above by and between Clubhouse Media Group, Inc., a Nevada corporation (“CMGR”); and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company formerly named Sixth Street Lending LLC (“Holder”). Each of CMGR and Holder may be referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Holder is the holder of that certain Convertible Promissory Note of the Company in favor of the Holder dated as of July 8, 2022 (“Note 1”) and that certain Convertible Promissory Note of the Company in favor of the Holder, dated as of June 23, 2022 (“Note 2” and, together with Note 1, collectively, the “Notes”) pursuant to which, as of the date hereof, CMGR collectively owes to Holder the sum of $109,832.09 (the obligations underlying the Notes, collectively, the “Debt”);

WHEREAS, the Holder has partially converted Note 1 into shares of common stock pursuant to the terms of Note 1 with a current balance of $45,479.35 which balance has been reduced by a partial conversion pursuant to a notice of conversion from the Holder dated yesterday, February 16, 2023 (“Final Conversion”);

WHEREAS, the Parties now wish to settle the Debt and terminate the Notes as set forth herein;

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

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

2. Payment. In full and final settlement of the Debt, CMGR shall:

(i) pay to Holder the sum of $105,000.00 (the “Settlement Amount”) by delivery of a wire transfer to the Holder (at the following instructions) on or by 5pm EST Friday, February 17, 2023 (the “Deadline”):

(ii) issue to the Holder the shares of common stock of the Company with respect to the Final Conversion prior to the Deadline (“Conversion Shares”; and together with the Settlement Amount, collectively, the “Settlement Consideration”).

In the event that the Settlement Consideration, in its entirety, is not received by the Holder on or prior to the Deadline, this Agreement shall be terminated ab initio.

Subject to receipt of the Settlement Consideration by the Holder prior to the Deadline, each of the Notes shall be deemed redeemed and paid in full and shall hereafter be null and void and of no force or effect.

3. Release of Claims. Subject to and effective upon timely receipt of the Settlement Consideration by the Holder, each Party (the “Releasing Party”), for itself and its Affiliates (as defined below), and for each of their respective predecessors, successors, assigns, heirs, representatives, and agents and for all related parties, and all persons acting by, through, under or in concert with any of them in both their official and personal capacities (collectively, the “Releasing Entities”) hereby irrevocably, unconditionally and forever releases, discharges and remises the other Party and each of its Affiliates and their respective predecessors, successors, assigns, heirs, representatives, and agents and for all related parties and all persons acting by, through, under or in concert with any of them in both their official and personal capacities (collectively, the “Released Parties”), from all claims of any type and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity, known or unknown, that any Releasing Entity may have now or may have in the future, against any of the Released Parties to the extent that those claims arose, may have arisen, or are based on events which occurred at any point in the past up to and including the Closing Date, to the extent related to or arising out of or in connection with the Debt or the Notes, but specifically excluding any claims arising out of or pertaining to this Agreement (collectively, the “Released Claims”). The Releasing Party represents and warrants that no Released Claim released herein has been assigned, expressly, impliedly, or by operation of law, and that all Released Claims released herein are owned by the Releasing Party, which has the respective sole authority to release them. The Releasing Party, on its own behalf and on behalf of its other Releasing Entities, agrees that it and its other Releasing Entities shall forever refrain and forebear from commencing, instituting or prosecuting any lawsuit action or proceeding, judicial, administrative or otherwise collect or enforce any Released Claim, which is released and discharged herein. For purposes herein, (i) “Affiliate” means, with respect to a specified Person, any other Person that directly or indirectly Controls, is Controlled by or is under common Control with, the specified Person; (ii) “Control” means (a) the possession, directly or indirectly, of the power to vote 51% or more of the securities or other equity interests of a Person having ordinary voting power, (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, by contractor otherwise, or (c) being a director, officer, executor, trustee or fiduciary (or their equivalents) of a Person or a Person that controls such Person; and (iii) “Person” means a natural person, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

4. Covenant Not to File a Claim and Indemnification. Each Releasing Party agrees not to file, and agrees not to be a party to or assist in, any suit, claim, charge, complaint, action, or cause of action against any Released Party directly related to the Released Claims, and further agrees to indemnify and save harmless such Released Parties from and against any and all losses, including, without limitation, the cost of defense and legal fees, occurring as a result of any claims, charges, complaints, actions, or causes of action made or brought by such Releasing Party in violation of the terms and conditions of this Agreement.

5. Affirmations. Each Releasing Party, on its own behalf and on behalf of its other Releasing Entities, affirms that neither it or any of its other Releasing Entities has filed, caused to be filed, or presently is a party to any claim, complaint, or action against any Released Party in any forum or form and should any such charge or action be filed by Releasing Party or its other Releasing Entities on the behalf of the Releasing Party or its other Releasing Entities involving matters covered by Section 3. This Agreement extends to, and is for the benefit of, the Parties, their respective successors, assigns and agents and anyone claiming by, through or under the Parties.

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

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

8. Miscellaneous.

[Signature page follows]

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date hereof.