Exhibit 2.1

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.

TABLE OF CONTENTS

AMENDED AND RESTATED SHARE EXCHANGE AGREEMENT

Dated as of February 3, 2021

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.”

WHEREAS, the Parties are all of the Parties to that certain Share Exchange Agreement, dated as of December 3, 2020 (the “Original Agreement”), and now desire to amend and restate the Original Agreement in its entirety;

WHEREAS, pursuant to the provisions of Section 10.14(a) of the Original Agreement, the Parties may amend the Original Agreement in writing;

WHEREAS, the Company agrees to acquire from the Magiclytics Shareholders all of the shares of common stock of Magiclytics held by the Magiclytics Shareholders in exchange for the issuance by the Company to Magiclytics Shareholders of shares of the Company’s common stock, par value $0.001 per share (the “Company Common Stock”); and

WHEREAS, for Federal income tax purposes, it is intended that the Exchange (as defined below) qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”);

NOW THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the Parties to be derived herefrom, and intending to be legally bound hereby, it is hereby agreed as follows:

The Original Agreement is hereby amended and restated in its entirety to provide as set forth in this Agreement.

Article I. DEFINITIONS

Section 1.01 Definitions. The following terms, as used herein, have the following meanings

Section 1.02 Interpretive Provisions. Unless the express context otherwise requires:

Article II. SHARE EXCHANGE

Section 2.01 The Exchange.

Section 2.02 Closing. The closing of the transactions as set forth herein shall occur on the Closing Date, immediately following the execution of this Agreement. On the Closing Date the Company shall acquire from each Magiclytics Shareholder the number of Magiclytics Shares owned by each such Magiclytics Shareholder as set forth on Exhibit A in accordance with the provisions herein (the “Closing”). At the Closing the Magiclytics Shareholders shall, on transfer of their respective Magiclytics Shares to the Company, be recorded in the stock ledger of the Company as the owners of the applicable portion of the total Exchange Shares (as defined below).

Section 2.03 Payment.

Section 2.04 Additional Actions at the Closing. In addition to the other provisions herein, the Parties shall undertake the following actions in connection with the Closing:

Section 2.05 Magiclytics Deliverables at the Closing. At the Closing, Magiclytics or the Magiclytics Shareholders, as applicable, shall deliver to the Company:

Section 2.06 Company Deliverables at the Closing. At the Closing, the Company shall deliver:

Section 2.07 Tax Consequences. For U.S. federal income tax purposes, the Exchange is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder. For the avoidance of doubt, the Parties intent to treat this Exchange as a “Type-B” reorganization under Section 368(a)(1)(B) of the Code. The Parties adopt this Agreement as a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a).

Section 2.08 Additional Documents; Financial Statements. At and following the Closing, the Company, Magiclytics, the Shareholders’ Representative and the Magiclytics Shareholders shall execute, acknowledge, and deliver (or shall ensure to be executed, acknowledged, and delivered), any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered at or prior to the Closing, together with such other items as may be reasonably requested by the Parties and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby. In furtherance of the above, if determined to be required by the Company, the Magiclytics Shareholders shall reasonably cooperate with the Company following the Closing to provide to the Company audited financial statements for Magiclytics and related auditor reports thereon from a Public Company Accounting Oversight Board-registered auditor which consents to the inclusion of its statements in SEC public filings, for each of the two most recently ended fiscal years of Magiclytics, and any other period audited or unaudited but reviewed financials, as required to be included in the reports filed by the Company with the SEC at or following the Closing.

Article III. REPRESENTATIONS AND WARRANTIES OF

THE MAGICLYTICS PARTIES

As an inducement to, and to obtain the reliance of the Company, the Magiclytics Parties, jointly and severally (other than with respect to the representations and warranties as set forth in Section 3.07 and Section 3.12 which are given by each Magiclytics Shareholder individually, severally and not jointly and severally, and solely with respect to the Magiclytics Shares held by such Magiclytics Shareholder and with respect to the Exchange Shares to be received in connection therewith) and with respect to the Sale Shares (as defined below) that may be received following the Closing (collectively, the “Company Shares”, provided that such definition shall be deemed to refer to Exchange Shares and Sale Share, if any, which are held by a Magiclytics Shareholder as of a particular time) represent and warrant to the Company, as of the Closing Date, as follows:

Section 3.01 Corporate Existence and Power. Magiclytics is a corporation duly organized, validly existing, and in good standing under the Laws of the state of Wyoming, and has the corporate power and is duly authorized under all applicable Laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted. Magiclytics has delivered to the Company complete and correct copies of the organizational documents and the corporate minute books of Magiclytics as in effect on the Closing Date (the “Magiclytics Organizational Documents”). Magiclytics has full corporate power and authority to carry on its businesses as it is now being conducted and as now proposed to be conducted and to own or lease its properties and assets.

Section 3.02 Due Authorization. The execution, delivery and performance of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of the Magiclytics Organizational Documents. Magiclytics has taken all actions required by Law, the Magiclytics Organizational Documents or otherwise to authorize the execution, delivery and performance of this Agreement and to consummate the transactions herein contemplated.

Section 3.03 Valid Obligation. This Agreement and all agreements and other documents executed by Magiclytics and the Magiclytics Shareholders in connection herewith constitute the valid and binding obligations of Magiclytics and the Magiclytics Shareholders, as applicable, enforceable in accordance with its or their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

Section 3.04 Governmental Authorization. Neither the execution, delivery nor performance of this Agreement by any Magiclytics Party requires any consent, approval, license or other action by or in respect of, or registration, declaration or filing with any Authority.

Section 3.05 Authorized Shares and Capital.

Section 3.06 Validity of Shares. The shares of Magiclytics Shares to be delivered at the Closing and at each Call Closing shall be duly and validly issued, fully paid and non-assessable and free and clear of any Liens.

Section 3.07 Title to and Issuance of the Magiclytics Shares. Each of the Magiclytics Shareholders is the record and beneficial owner and holder of the Magiclytics Shares to be delivered at the Closing, free and clear of all Liens. None of the Magiclytics Shares is subject to pre-emptive or similar rights, either pursuant to any Magiclytics Organizational Document, requirement of Law or any contract, and no Person has any pre-emptive rights or similar rights to purchase or receive any Magiclytics Shares or other interests in the Company from the Magiclytics Shareholders.

Section 3.08 No Subsidiaries. Magiclytics does not have any subsidiaries, and does not own, beneficially or of record, any equity interests of any other Person.

Section 3.09 Compliance With Laws and Regulations. Magiclytics has complied with all applicable statutes and regulations of any provincial, federal, state, or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condition of Magiclytics or except to the extent that noncompliance would not result in the occurrence of any material liability for Magiclytics.

Section 3.10 No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of, any indenture, mortgage, deed of trust, or other material agreement or instrument to which Magiclytics is a party or to which any of its assets, properties or operations are subject, which would result in a Material Adverse Effect on Magiclytics.

Section 3.11 Taxes. Magiclytics has duly and punctually paid all governmental fees and taxes which it has become liable to pay and has duly allowed for all taxes reasonably foreseeable and is under no liability to pay any penalty or interest in connection with any claim for governmental fees or taxes and Magiclytics has made any and all proper declarations and returns for tax purposes and all information contained in such declarations and returns is true and complete.

Section 3.12 Investment Representations . For purposes of this Section 3.12, any reference to the “Company Shares” shall be deemed solely to be a reference to the portion of the Company Shares being delivered to such applicable Magiclytics Shareholder.

Article IV. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

As an inducement to, and to obtain the reliance of Magiclytics and the Magiclytics Shareholders, the Company represents and warrants to Magiclytics and the Magiclytics Shareholders, as of the Closing Date, as follows:

Section 4.01 Corporate Existence and Power . The Company is a corporation duly organized, validly existing, and in good standing under the Laws of the State of Nevada and has the corporate power and is duly authorized under all applicable Laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted. The Company has delivered to the Shareholders’ Representative complete and correct copies of the articles of incorporation and bylaws of the Company as in effect on the Closing Date (the “Company Organizational Documents”). The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of the Company Organizational Documents. The Company has taken all action required by Law, the Company Organizational Documents, or otherwise to authorize the execution and delivery of this Agreement, and the Company has full power, authority, and legal right and has taken all action required by Law, the Company Organizational Documents or otherwise to consummate the transactions herein contemplated.

Section 4.02 Due Authorization. The execution, delivery and performance of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of the Company Organizational Documents. The Company has taken all actions required by Law, the Company Organizational Documents or otherwise to authorize the execution, delivery and performance of this Agreement and to consummate the transactions herein contemplated.

Section 4.03 Valid Obligation . This Agreement and all agreements and other documents executed by the Company in connection herewith constitute the valid and binding obligations of the Company, enforceable in accordance with its or their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

Section 4.04 Governmental Authorization. Neither the execution, delivery nor performance of this Agreement by the Company requires any consent, approval, license or other action by or in respect of, or registration, declaration or filing with any Authority.

Section 4.05 Authorized Shares. As of the Closing Date, the authorized capital stock of the Company consists of (i) 500,000,000 shares of common stock, par value $0.001 per share, and (ii) 50,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”). All issued and outstanding shares are legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person.

Section 4.06 Information. The information concerning the Company set forth in this Agreement is complete and accurate in all material respects and does not contain any untrue statements of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.

Section 4.07 Litigation and Proceedings. There are no actions, suits, proceedings or investigations pending or, to the knowledge of the Company after reasonable investigation, threatened by or against the Company or affecting the Company or its properties, at Law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. The Company has no knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator, or governmental agency or instrumentality or any circumstance which after reasonable investigation would result in the discovery of such default.

Section 4.08 No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of, any indenture, mortgage, deed of trust, or other material agreement or instrument to which the Company is a party or to which any of its assets, properties or operations are subject, which would result in a Material Adverse Effect on the Company.

Section 4.09 Compliance With Laws and Regulations. The Company has complied with all United States federal, state or local or any applicable foreign Laws applicable to the Company and the operation of its business, except where the failure to so comply would reasonably be expected to result in a Material Adverse Effect on the Company.

Section 4.10 Approval of Agreement. The Board of Directors of the Company has authorized the execution and delivery of this Agreement by the Company and has approved this Agreement and the transactions contemplated hereby.

Article V. ADDITIONAL COVENANTS AND AGREEMENTS OF THE PARTIES

Section 5.01 Delivery of Books and Records. At the Closing, Magiclytics shall deliver to the Company the originals of the corporate minute books, books of account, contracts, records, and all other books or documents of Magiclytics in the possession of Magiclytics or its representatives.

Section 5.02 Conveyance Taxes. The Magiclytics Shareholders will pay all sales, use, value added, transfer, stamp, registration, documentary, excise, real property transfer or gains, or similar Taxes incurred as a result of the transactions contemplated by this Agreement.

Section 5.03 Assistance. Upon request of a Magiclytics Shareholder, the Company shall provide reasonable assistance to the applicable Magiclytics Shareholder, at the cost of the applicable Magiclytics Shareholder, with respect to any filings required to be made by such applicable Magiclytics Shareholder pursuant to the Securities Act or the Exchange Act.

Section 5.04 Additional Payments.

Article VI. REGISTRATION RIGHTS

Section 6.01 General. Subject to the remaining terms and conditions herein, provided that the Closing occurs, if at any time on or after such date the Company proposes to file any registration statement under the Securities Act with respect to the Company Common Stock (a “Registration Statement”) for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for a dividend reinvestment plan; (iii) filed pursuant to Regulation A pursuant to the Securities Act; or (iv) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to each Magiclytics Shareholder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to each Magiclytics Shareholder in such notice the opportunity to register the sale of such number of Company Shares as each Magiclytics Shareholder may request in writing within five (5) days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Company Shares to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Company Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Company Shares in accordance with the intended method(s) of distribution thereof. If a Magiclytics Shareholder proposes to distribute its Company Shares through a Piggyback Registration that involves an underwriter or underwriters, then it shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration.

Section 6.02 Limitations. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the Magiclytics Shareholders and the holders of any other shares of Company Common Stock which are also registrable pursuant to an agreement similar to this Article VI (if any holders of Company Shares have elected to include their Company Common Stock in such Piggyback Registration) in writing that in its reasonable and good faith opinion the number of shares of Company Common Stock proposed to be included in such registration, including all Company Shares and all other shares of Company Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Company Common Stock which can be sold in such offering and/or that the number of shares of Company Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Company Common Stock to be sold in such offering, the Company shall include in such registration (i) first, the shares of Company Common Stock that the Company proposes to sell; and (ii) the shares of Company Common Stock requested to be included therein by the Magiclytics Shareholders and shares of Company Common Stock held by the other holders of Company Common Stock, allocated among the Magiclytics Shareholders and such other holders pro rata based on the number of Company Shares and Company Common Stock, as applicable, held by each of the Magiclytics Shareholder and such other holders. If the Piggyback Registration was initiated by the exercise of demand registration rights by a shareholder or shareholders of the Company, then the number of shares of Company Common stock that may be included in the registration and underwriting shall be allocated first to such selling stockholders who exercised such demand to the extent of their demand registration rights, and then, subject to obligations and commitments existing as of the Closing Date, to the Company and then, subject to obligations and commitments existing as of the date hereof, to all persons exercising piggyback registration rights (including the Magiclytics Shareholders) who have requested to sell in the registration on a pro rata basis according to the number of shares requested to be included therein.

Section 6.03 Withdrawal. Each Magiclytics Shareholder may elect to withdraw such Magiclytics Shareholder’s request for inclusion of Company Shares in any Piggyback Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by each Magiclytics Shareholder of Company Shares in connection with such Piggyback Registration as provided in Section 6.06.

Section 6.04 Notification; Blackout Period.

Section 6.05 Information. The Company may request that each Magiclytics Shareholder furnish the Company such information with respect to such Magiclytics Shareholder and such Magiclytics Shareholder’s proposed distribution of the Company Shares pursuant to the Registration Statement as the Company may from time to time reasonably request in writing or as shall be required by law or by the SEC in connection therewith, and each Magiclytics Shareholder shall furnish the Company with such information.

Section 6.06 Fees and Expenses. All fees and expenses incident to the performance of or compliance with this Article VI by the Company shall be borne by the Company whether or not any Company Shares are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the SEC, (B) with respect to filings required to be made with any trading market on which the Company Common Stock is then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Company Shares) and (D) with respect to any filing that may be required to be made by any broker through which each Magiclytics Shareholder of Company Shares intends to make sales of Company Shares with the Financial Industry Regulatory Authority, (ii) printing expenses, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other persons or entities retained by the Company in connection with the consummation of the transactions contemplated by this Article VI. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Article VI (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Company Shares on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Magiclytics Shareholder.

Section 6.07 Indemnification.

Article VII. INDEMNIFICATION

Section 7.01 Indemnification of Company. The Magiclytics Shareholders, jointly and severally, hereby agree to indemnify and hold harmless to the fullest extent permitted by applicable law the Company, each of its Affiliates and each of its and their respective members, managers, partners, directors, officers, employees, stockholders, attorneys and agents and permitted assignees and the Shareholders’ Representative (each a “Company Indemnified Party”), against and in respect of any and all out-of-pocket loss, cost, payments, demand, penalty, forfeiture, expense, liability, judgment, deficiency or damage, and diminution in value or claim (including actual costs of investigation and attorneys’ fees and other costs and expenses) (all of the foregoing collectively, “Losses” and each individually a “Loss”) incurred or sustained by any Company Indemnified Party as a result of or in connection with (a) any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties, covenants and agreements of the Magiclytics Parties contained herein or in any of the additional agreements or any certificate or other writing delivered pursuant hereto, and (b) any Actions by any third parties with respect to the business or operations of Magiclytics for any period on or prior to the Closing Date. Notwithstanding the forgoing, with respect to any indemnification obligations of the Magiclytics Shareholders arising from any Losses as a result of or in connection with any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties, covenants and agreements of any Magiclytics Shareholder as set forth in Section 3.07 or Section 3.12, such indemnification obligations shall be solely the obligations of the Magiclytics Shareholder giving such representations, warranties, covenants and agreements from which such claim arose, severally and not jointly and severally.

Section 7.02 Indemnification of the Magiclytics Parties. The Company hereby agrees to indemnify and hold harmless to the fullest extent permitted by applicable law the Shareholders’ Representative, the Magiclytics Shareholders, Magiclytics and each of its officers, directors, employees, stockholders, attorneys and agents and permitted assignees (each a “Magiclytics Indemnified Party”), against and in respect of any and all Losses incurred or sustained by any Magiclytics Indemnified Party as a result of or in connection with any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties, covenants and agreements of the Company contained herein or in any of the additional agreements or any certificate or other writing delivered pursuant hereto.

Section 7.03 Procedure. The following shall apply with respect to all claims by any Magiclytics Indemnified Party or Company Indemnified Party for indemnification with respect to actions by third-parties (with any references herein to an “Indemnified Party” being a reference to a Magiclytics Indemnified Party or a Company Indemnified Party, as applicable, and any references herein to an “Indemnifying Party” being a reference to the Company or the Magiclytics Shareholders, as applicable):

Section 7.04 Periodic Payments. Any indemnification required by this Article VII for costs, disbursements or expenses of any Indemnified Party in connection with investigating, preparing to defend or defending any Action shall be made by periodic payments by the Indemnifying Party to each Indemnified Party during the course of the investigation or defense, as and when bills are received or costs, disbursements or expenses are incurred.

Section 7.05 Insurance. Any indemnification payments hereunder shall take into account any insurance proceeds or other third-party reimbursement actually received.

Section 7.06 Time Limit. The obligations of the Magiclytics Shareholders and the Company under Section 7.01 and Section 7.02 shall expire two (2) years from the Closing Date, except with respect to (i) an indemnification claim asserted in accordance with the provisions of this Article VII which remains unresolved, for which the obligation to indemnify shall continue until such claim is resolved; and (ii) resolved claims for which payment has not yet been paid to the Indemnified Party.

Section 7.07 Certain Limitations. The indemnification provided for in Section 7.01 and Section 7.02shall be subject to the following limitations:

Section 7.08 Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and any indemnified party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the any indemnified party’s or by reason of the fact that such indemnified party knew or should have known that any such representation or warranty is, was or might be inaccurate.

Section 7.09 Exclusive Remedy. The indemnification provisions contained in this Article VII shall be the sole and exclusive remedy of the Parties with respect to the transactions contemplated herein for any and all breaches or alleged breaches of any representations, warranties, covenants or agreements of the Parties hereto or any other provision of this Agreement or arising out of the transactions contemplated herein, except (i) with respect to any equitable remedy to which such Party may be entitled to with respect to any claims or causes of action arising from the breach of any covenants or agreement of a Party that is to be performed subsequent to the Closing Date, or (ii) with respect to a Party, an actual and intentional fraud with respect to this Agreement and the transactions contemplated herein.

Article VIII. MISCELLANEOUS

Section 8.01 Arbitration.

Section 8.02 Governing Law. This Agreement shall be governed by, enforced, and construed under and in accordance with the Laws of the State of Nevada, without giving effect to the principles of conflicts of law thereunder. Each of the Parties (a) irrevocably consents and agrees that any legal or equitable action or proceedings arising under or in connection with this Agreement shall be brought exclusively in the state or federal courts of the United States with jurisdiction in Los Angeles County, California. By execution and delivery of this Agreement, each Party hereto irrevocably submits to and accepts, with respect to any such action or proceeding, generally and unconditionally, the jurisdiction of the aforesaid courts, and irrevocably waives any and all rights such Party may now or hereafter have to object to such jurisdiction.

Section 8.03 Waiver of Jury Trial.

Section 8.04 Limitation on Damages. In no event will any Party be liable to any other Party under or in connection with this Agreement or in connection with the Transactions for special, general, indirect or consequential damages, including damages for lost profits or lost opportunity, even if the Party sought to be held liable has been advised of the possibility of such damage.

Section 8.05 Brokers. The Company and Magiclytics Parties agree that there were no finders or brokers involved in bringing the Parties together or who were instrumental in the negotiation, execution or consummation of this Agreement. The Company and the Magiclytics Parties each agree to indemnify the other against any claim by any third person other than those described above for any commission, brokerage, or finder’s fee arising from the transactions contemplated hereby based on any alleged agreement or understanding between the Indemnifying Party and such third person, whether express or implied from the actions of the Indemnifying Party.

Section 8.06 Notices.

Tongji Healthcare Group, Inc.

Attn: Amir Ben-Yohanan

201 Santa Monica Blvd., Suite 30

Santa Monica, California 90401

Email: amir_yoh@yahoo.com

Anthony L.G., PLLC

Attn: John Cacomanolis

625 N. Flagler Drive, Suite 600

West Palm Beach, FL 33401

Email: jcacomanolis@anthonypllc.com

Digital Influence Inc.

Attn: Christian Young

800 Wilshire Blvd., Floor 2

Los Angeles, CA 90017

Email: chrisyoungjd@gmail.com

Section 8.07 Attorneys’ Fees. In the event that any Party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the prevailing Party shall be reimbursed by the losing Party for all costs, including reasonable attorney’s fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

Section 8.08 Confidentiality. Each Party agrees that, unless and until the transactions contemplated by this Agreement have been consummated, it and its representatives will hold in strict confidence all data and information obtained with respect to another Party or any subsidiary thereof from any representative, officer, director or employee, or from any books or records or from personal inspection, of such other Party, and shall not use such data or information or disclose the same to others, except (i) to the extent such data or information is published, is a matter of public knowledge, or is required by Law to be published; or (ii) to the extent that such data or information must be used or disclosed in order to consummate the transactions contemplated by this Agreement. In the event of the termination of this Agreement, each Party shall return to the applicable other Party all documents and other materials obtained by it or on its behalf and shall destroy all copies, digests, work papers, abstracts or other materials relating thereto, and each Party will continue to comply with the confidentiality provisions set forth herein.

Section 8.09 Public Announcements and Filings. Unless required by applicable Law or regulatory authority, none of the Parties will issue any report, statement or press release to the general public, to the trade, to the general trade or trade press, or to any third party (other than its advisors and representatives in connection with the transactions contemplated hereby) or file any document, relating to this Agreement and the transactions contemplated hereby, except as may be mutually agreed by the Parties. The Parties acknowledge and agree that the Company is obligated to file a Form 8-K pursuant to the Exchange Act relating to this Agreement and the transactions contemplated herein (the “Form 8-K”). Other than the Form 8-K or the disclosures referenced in the immediately preceding sentence, copies of any such filings, public announcements or disclosures, including any announcements or disclosures mandated by Law or regulatory authorities, shall be delivered to each Party at least one (1) business day prior to the release thereof.

Section 8.10 Third Party Beneficiaries. This contract is strictly between the Company, Magiclytics, the Magiclytics Shareholders and the Shareholders’ Representative, and except as specifically provided herein, no other Person and no director, officer, stockholder (other than the Magiclytics Shareholders), employee, agent, independent contractor or any other Person shall be deemed to be a third-party beneficiary of this Agreement.

Section 8.11 Expenses. Subject to Article VII and Section 8.07, whether or not the Exchange is consummated, each of the Company and the Magiclytics Parties will bear their own respective expenses, including legal, accounting and professional fees, incurred in connection with the Exchange or any of the other transactions contemplated hereby.

Section 8.12 Entire Agreement. This Agreement represents the entire agreement between the Parties relating to the subject matter thereof and supersedes all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter.

Section 8.13 Survival. The representations, warranties, and covenants of the respective Parties shall survive the Closing Date and the consummation of the Transactions for a period of one year from the latest date thereof, provided that the covenants of the Parties as set forth in Section 5.04 shall survive the Closing Date for the period as set forth in Section 5.04(i), and the representations, warranties, and covenants of the respective Parties as set forth in Article VI shall survive the Closing Date for the maximum period permitted by applicable Law.

Section 8.14 Amendment; Waiver; Remedies; Agent.

Section 8.15 Magiclytics Shareholders’ Representative.

Section 8.16 Arm’s Length Bargaining; No Presumption Against Drafter. This Agreement has been negotiated at arm’s-length by parties of equal bargaining strength, each represented by counsel or having had but declined the opportunity to be represented by counsel and having participated in the drafting of this Agreement. This Agreement creates no fiduciary or other special relationship between the Parties, and no such relationship otherwise exists. No presumption in favor of or against any Party in the construction or interpretation of this Agreement or any provision hereof shall be made based upon which Person might have drafted this Agreement or such provision.

Section 8.17 Headings. The headings contained in this Agreement are intended solely for convenience and shall not affect the rights of the Parties.

Section 8.18 No Assignment or Delegation. No Party may assign any right or delegate any obligation hereunder, including by merger, consolidation, operation of law, or otherwise, without the written consent of all of the other Parties and any purported assignment or delegation without such consent shall be null and void and of no force or effect, in addition to constituting a material breach of this Agreement. This Agreement shall be binding on the permitted successors and assigns of the Parties.

Section 8.19 Commercially Reasonable Efforts. Subject to the terms and conditions herein provided, each Magiclytics Party and the Company shall use their respective commercially reasonable efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable, and to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective this Agreement and the transactions contemplated herein.

Section 8.20 Further Assurances. From and after the Closing Date, each Party shall execute and deliver such documents and take such action, as may reasonably be considered within the scope of such Party’s obligations hereunder, necessary to effectuate the transactions contemplated by this Agreement.

Section 8.21 Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by them in accordance with the terms hereof or were otherwise breached and that each Party hereto shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of the provisions hereof and to enforce specifically the terms and provisions hereof, without the proof of actual damages, in addition to any other remedy to which they are entitled at law or in equity. Each Party agrees to waive any requirement for the security or posting of any bond in connection with any such equitable remedy, and agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that (a) the other Party has an adequate remedy at law, or (b) an award of specific performance is not an appropriate remedy for any reason at law or equity.

Section 8.22 Counsel. The Parties acknowledge and agree that Anthony L.G., PLLC (“Counsel”) has acted as legal counsel to the Company, that Christian Young is an officer and director of the Company, and that Counsel is not legal counsel to Mr. Young personally, either in connection with this Agreement and the Transactions, or otherwise. 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 notwithstanding the relationship between the Company and Mr. Young, 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 applicable Party has either waived such right freely or has otherwise sought such additional counsel as it has deemed necessary. Each of the Parties hereby waives any conflict of interest that may arise as a result of the relationship between the Company and Mr. Young, and confirms that the Parties have previously negotiated the material terms of the agreements as set forth herein.

Section 8.23 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. The execution and delivery of a facsimile or other electronic transmission of a signature to this Agreement shall constitute delivery of an executed original and shall be binding upon the person whose signature appears on the transmitted copy.

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