Clubhouse Media Group, Inc. (Form: 8-K, Received: 08/04/2022 09:29:52)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31, 2022

CLUBHOUSE MEDIA GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada

333-140645

99-0364697

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

3651 Lindell Road, D517

Las Vegas, Nevada 89103

(Address of principal executive offices) (Zip code)

(702) 479-3016

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

On July 31, 2022 (the “Effective Date”), Clubhouse Media Group, Inc. (the “Company”) entered into a joint venture deal memo (the “Agreement”) with Alden Henri Reiman (“Mr. Reiman”), pursuant to which the parties agreed to enter into a more permanent joint venture arrangement, involving the creation of a Nevada limited liability company, The Reiman Agency LLC (the “Agency”), of which the Company shall own 51% of the membership units, and Mr. Reiman shall own 49% of the membership units. Mr. Reiman is to serve as President of the Agency, pursuant to the terms of an Executive Employment Agreement described under Item 5.02 of this Current Report on Form 8-K. The parties’ respective membership interests shall be non-transferrable, and the Agency shall not issue additional membership interests, unless the parties mutually consent in each instance.

Mr. Reiman shall oversee the day-to-day operations of the Agency, but shall consult with the Company on a regular basis and regularly update the Company on the status of deals and the operations of the business. All material business and financial decisions shall be subject to the Company’s final approval. The Company shall not exercise its approval rights in an arbitrary or capricious manner.

In the event that Mr. Reiman determines that office space is required to properly carry on the business of the Agency, Mr. Reiman shall have the authority to lease a reasonable office space on behalf of the Agency, subject to the Company’s prior review and approval. The Company has agreed and approved an office leasing budget of up to $200,000 USD annually. Expenses in excess of $400 USD must be pre-approved by the Company.

On the Effective Date, the parties closed the Agreement by executing an Operating Agreement for the Agency, dated the Effective Date, which encapsulates the essential terms and conditions contained in the Agreement.

The description above of the Agreement and Operating Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement and Operating Agreement, copies of which are filed as Exhibits 10.1 and 10.2 respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 3.02.

Unregistered Sales of Equity Securities.

In May, June and July 2022, the Company issued an aggregate of 437,496,862 shares of restricted common stock (“New Issuances”).

As of May 5, 2022, there were 143,414,563 shares of common stock, par value $0.001 per share, of the registrant issued and outstanding. After giving effect to the New Issuances, as of July 22, 2022, the Company had a total of 580,911,425 shares of common stock issued and outstanding.

The New Issuances described herein were exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Regulation D and Section 4(a)(2), as applicable under the Securities Act.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with Mr. Reiman’s appointment as President of the Agency, on the Effective Date, the Company and the Agency, a majority owned subsidiary of the Company, entered into a written Executive Employment Agreement (the “Employment Agreement”) with Mr. Reiman for a term of two (2) years following the Effective Date (the “Initial Term”). The Initial Term and any renewal term shall automatically be extended for up to two (2) more additional terms of two (2) years (each a “Renewal Term”), for an aggregate of up to six (6) years.

The Employment Agreement provides Mr. Reiman with an monthly base salary of Thirty-Seven Thousand Five Hundred US Dollars ($37,500 USD) per month, payable on a weekly basis in equal weekly installments ($8,653.85 USD) in accordance with the Company’s own payroll policies for the initial term, provided however, that if within the three (3) month period following full execution of the Employment Agreement (the “Period”) the Agency is profitable, the Base Salary shall increase to Forty-Two Thousand Five Hundred US Dollars ($42,500 USD) per month, resulting in equal weekly installments of $9,807.69 USD, beginning the week following the end of the Period.

Upon full execution of the Employment Agreement, Mr. Reiman shall also be entitled to:

	(i)	A one-time signing bonus of One Hundred Twenty-Five Thousand US Dollars ($125,000 USD), as well as an additional One Hundred Twenty-Five Thousand US Dollars ($125,000 USD), which shall be paid in equal monthly installments over the first three (3) months. The payments described in the previous sentence shall not apply towards the base salary, but shall be subject to a reasonable claw back in the event of a termination for cause; and
	(ii)	Twenty-Five Million (25,000,000) shares of unregistered Company common stock.

Additionally, on the last day of each month of the term, Mr. Reiman shall be entitled to an amount of shares equal to seven and one half percent (7.5%) of the net receipts for the applicable month (“Additional Shares”), divided by the twenty (20) day VWAP of such shares from the last day of the applicable month. All Additional Shares issued to Mr. Reiman pursuant to the Employment Agreement shall be issued to Mr. Reiman within seven (7) business days of the date such shares vest.

Mr. Reiman shall also be entitled to Twenty-Five Percent (25%) of the net receipts, generated by the Agency during each month (the “Commission Bonus”). The Commission Bonus shall be calculated monthly and paid to Reiman within seven (7) business days of the last business day of the applicable month.

Mr. Reiman, aged 28, had previously served as Vice President of Digital Talent & Brand Partnerships at BrandArmy, from 2020 through 2021. Mr. Reiman has worked with top creators, including the Ace Family, BowWow, Nathan Davis Jr., Trevor Stines, Matthew Espinosa, Landon McBroom, and Ireland Baldwin among others, and has brokered more than $5,000,000 in brand partnership agreements since 2020. Previously, Mr. Reiman led digital talent for an LA-based boutique agency and formerly worked at both CAA and the NFL, from 2016 through 2020.

The description above of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number		Description

10.1		Joint Venture Deal Memo, dated July 31, 2022, between the Company and Alden Henri Reiman.
10.2		Operating Agreement of The Reiman Agency LLC, dated July 31, 2022.
10.3		Executive Employment Agreement, dated July 31, 2022, between the Company and Alden Henri Reiman.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 4, 2022	CLUBHOUSE MEDIA GROUP, INC.

	By:	/s/ Amir Ben-Yohanan
		Amir Ben-Yohanan
		Chief Executive Officer

Exhibit 10.1

JOINT VENTURE DEAL MEMO

This joint venture deal memo (“Agreement”) is entered into as of July 31, 2022 by and between Clubhouse Media Group, Inc. (“Clubhouse”) and Alden Henri Reiman (“Reiman”). Clubhouse and Reiman are collectively described herein as the “Parties” or individually as a “Party.”

WHEREAS, Reiman is in the business of obtaining brand and sponsorship deals for celebrities, social media influencers, and content creators;

WHEREAS, Clubhouse is in the business of managing and representing social media influencers and content creators and promoting brands in the social influencer space;

WHEREAS, Clubhouse engaged Reiman as a consultant pursuant to a consultant agreement between the Parties dated as of August 20, 2021 (the “Consulting Agreement”);

WHEREAS, the Parties have executed two written amendments to the Consulting Agreement: the first dated as of February 28, 2022 (the “First Amendment”) and the second dated as of April 11, 2022 (the “Second Amendment”);

WHEREAS, the Parties wish to enter into a more permanent joint venture arrangement, which will involve the creation of a new entity, under the name “The Reiman Agency” (the “Agency”), that the Parties will own jointly (with Clubhouse owning 51% and Reiman owning 49%), and Clubhouse seeks to engage Reiman as the President of the Agency;

WHEREAS, each Party agrees to use its best efforts to achieve the mutual objectives of the Parties as memorialized in this Agreement;

NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants and commitments set forth herein, the Parties hereto agree as follows:

1.	Forming the Entity.

	a.	Form/Jurisdiction. The Parties shall mutually determine the type of company (e.g., limited liability company, corporation, etc.) for the Agency and the jurisdiction in which the Agency will initially be filed it being understood that Clubhouse’s decision shall be final.

	b.	Operating Agreement/Bylaws. Upon determining the form and jurisdiction for the Agency, the Parties agree to promptly draft an operating agreement or the bylaws, as applicable, for the Agency (the “Governing Document”). The Governing Document shall include the following basic terms:

	i.	Ownership. Clubhouse shall own Fifty-One Percent (51%), and Reiman shall own Forty-Nine Percent (49%), of the shares of stock or membership units, as applicable, of the Agency (“Ownership Interest”). The Parties’ respective Ownership Interests shall be non-transferrable, and the Agency shall not issue additional Ownership Interests, unless the Parties mutually consent in each instance.

	ii.	Management/Control. Reiman shall generally be in charge of the day-to-day operations of the Agency but shall consult with Clubhouse on a regular basis and regularly update Clubhouse on the status of deals and the operations of the business, provided, however, that the final approval with respect to all material business decisions, other than hiring and firing and Agency buildup subject to Clubhouse’s final approval of all financial and business matters respecting same, shall rest with Clubhouse. Clubhouse shall not exercise its approval rights in an arbitrary or capricious manner.

iii.

Expenses/Office: In the event Reiman determines that office space is required to properly carry on the business of the Agency, Reiman shall have the authority to lease a reasonable office space on behalf of the Agency, subject to Clubhouse’s prior review and approval of the lease, it being understood that Clubhouse agrees to approve up to $200,000 USD per year in total office expenses. Reasonable, actual, out of pocket expenses incurred directly in connection with the Agency shall be reimbursed, but large expenses in excess of $400 USD must be pre-approved by Clubhouse before being incurred.

Intellectual Property/Website. All intellectual property rights owned by, controlled by, or associated with “The Reiman Agency,” or Reiman including, without limitation, the website (http://thereimanagency.com/) and all elements thereof, the logo, any copyrights, any trademarks, any patents, and any other tangible or intangible property or rights shall be assigned to the Agency upon its organization.

2.	Reiman’s Engagement. Reiman shall be engaged as the President of the Agency, and the employment agreement for Reiman’s services as President (“Executive Employment Agreement”) shall include but not be limited to the following key terms:

	a.	Term. The Executive Employment Agreement shall be for a period of two (2) years (the “Initial Term”). At the end of the Initial Term, and on every two (2) year anniversary thereafter, the Executive Employment Agreement shall automatically renew for an additional two (2) year period (each, a “Renewal Term”) until the Initial Term and Renewal Terms (collectively, the “Term”) total an aggregate of six (6) years. Nevertheless, the Parties shall negotiate in good faith new terms at least sixty (60) days prior to the end of the Initial Term and each Renewal Term, if applicable.

	b.	Base Salary/Signing Bonus. Reiman shall receive a base salary of Thirty-Seven Thousand Five Hundred US Dollars ($37,500 USD) per month (“Base Salary”) payable on a weekly basis in equal weekly installments (i.e., $8,653.85 USD) in accordance with the Company’s payroll policies for the Initial Term, provided, however, that if within the three (3) month period following full execution hereof or the Executive Employment Agreement, whichever is later, (the “Period”) the Agency is profitable (i.e., the net revenue (gross revenue less third party payments) generated by the Agency during the Period exceeds the total actual expenses incurred in connection with operating the Agency during the Period), the Base Salary shall increase to Forty-Two Thousand Five Hundred US Dollars ($42,500 USD) per month (resulting in weekly installments of $9,807.69 USD) beginning the week following the end of the Period. Upon full execution of the Executive Employment Agreement, Reiman shall be entitled to a one-time signing bonus of One Hundred Twenty- Five Thousand US Dollars ($125,000 USD) and an additional One Hundred Twenty-Five Thousand US Dollars ($125,000 USD), which shall be paid in equal monthly installments for the first three (3) months of the Term. The payments described in the previous sentence shall not apply towards the Base Salary but shall be subject to a reasonable claw back in the event of a termination For Cause or Without Good Reason within the first year of the Initial Term.

	c.	Commission Bonuses/Net Receipts. Reiman shall be entitled to Twenty-Five Percent (25%) of the Net Receipts, as defined below, generated by Agency during each month (the “Commission Bonus”). The Commission Bonus shall be calculated monthly and paid to Reiman within seven (7) business days of the last business day of the applicable month. “Net Receipts” as used herein, shall mean the gross receipts resulting from any deals closed by the Agency and its employees, including Reiman, after deducting all receipts paid out to clients or any third party entitled to a percentage of such receipts and deducting all actual, out of pocket, bona fide costs and expenses in connection with the Agency, including the salaries for Agency employees, rent for office space for the Agency (if applicable), and reasonable actual out of pocket expenses incurred directly in connection with the Agency.

	d.	Clubhouse Shares. Upon full execution of the Executive Employment Agreement, Reiman shall be entitled to Twenty-Five Million (25,000,000) Shares of Clubhouse stock. “Shares,” as used herein, means Rule 144 shares of Clubhouse common stock. Additionally, on the last day of each month of the Term, Reiman shall be entitled to an amount of Shares equal to Seven and One Half Percent (7.5%) of the Net Receipts for the applicable month, divided by the twenty (20) day VWAP of such Shares from the last day of the applicable month. All Shares issued to Reiman pursuant to this Paragraph shall be issued to Reiman within seven (7) business days of the date such Shares vest.

	e.	Termination.

By Clubhouse. Clubhouse may terminate the Executive Employment Agreement at any time, with or without Cause, subject to the below terms and conditions:

	1.	“Cause,” which will be more specifically defined in the Executive Employment Agreement, would include gross negligence or insubordination, being convicted of or pleading guilty to a felony involving moral turpitude, a material failure to perform the duties and responsibilities set forth in the Executive Employment Agreement, sexual misconduct or other misconduct that is established to damage the reputation or goodwill of the Agency or Clubhouse, disability, or death. In the event of a termination for Cause, Reiman shall be entitled to any accrued but unpaid Base Salary, Commission Bonuses, other benefits, and unreimbursed expenses as of the termination date, but any unvested shares of stock would be forfeited.

	2.	In the event of a termination without Cause, Reiman shall be entitled to the same accrued but unpaid amounts as a termination for Cause, but any unvested shares shall automatically vest and be issued within ten (10) days of termination. Additionally, Reiman shall be entitled to the Base Salary to be paid for the remainder of the applicable Initial Term or Renewal Term.

ii.

By Reiman. Reiman may terminate the Executive Employment Agreement and resign at any time, with or without Good Reason, subject to the below terms and conditions:

	1.	“Good Reason” means a change in control of Clubhouse that results in a material reduction in Reiman’s compensation and benefits; a reduction in Base Salary or bonuses; a relocation of the executive office of the Agency of more than fifty (50) miles from its current location; or a material breach by Clubhouse of the terms and conditions of the President Agreement, subject to a ten (10) day cure period. If Reiman terminates with Good Reason, Reiman shall be entitled to the same payments as if Clubhouse terminated without Cause.

	2.	If Reiman terminates without Good Reason, Reiman shall be entitled to the same payments as if Clubhouse terminated with Cause.

Non-Solicitation. Reiman agrees that for the Term and for a period of one (1) year following the termination thereof, Reiman will not, directly or indirectly, solicit, recruit, attempt to recruit, hire, or attempt to hire any employees of Agency or Clubhouse or any of Clubhouse’s affiliates for any commercial enterprise other than the Agency, Clubhouse, or any Clubhouse affiliates. The foregoing restriction shall not apply in the event Clubhouse becomes insolvent and files for bankruptcy protection, is involuntarily forced into bankruptcy, or otherwise ceases business operations.

3.	RPT Television Project. The Parties acknowledge that Reiman has entered into an agreement with Propagate Content, LLC dated as of May 5, 2022 respecting the entertainment project currently entitled “Royal Personal Training” (the “Project”), which the Parties acknowledge includes a gym and the gym’s brand, and a television series based thereon (the “Series”). The Parties agree that all gross sums payable to Reiman in connection with the Project and/or Series shall be shared on an 80/20 basis (with 80% payable to Reiman and 20% payable to Clubhouse). The Parties further agree that, with respect to any merchandise or products arising out of the Series or arising out of the Project itself, to the extent Reiman controls such rights, Clubhouse shall have the right of first negotiation to finance or co-finance the development of such merchandise or products, on terms and conditions to be negotiated in good faith.

4.	Assignment. Neither Party shall assign or transfer any of its rights or obligations hereunder without the prior written consent of the other Party, except to a successor in ownership of all or substantially all of the assets of the assigning Party if the successor in ownership expressly assumes in writing the terms and conditions of this Agreement. Any such attempted assignment without written consent will be void. This Agreement shall inure to the benefit of and shall be binding upon the valid successors and assigns of the Parties.

5.	Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflicts of law principles.

6.	Arbitration. If any controversy or claim arising out of or relating to this Agreement, or the breach of any provision hereof, cannot be settled through direct discussions, the Parties agree to resolve the controversy or claim by binding arbitration conducted in the City of Los Angeles, California before a sole arbitrator and administered by the International Centre for Dispute Resolution (“ICDR”), the international division of the American Arbitration Association (“AAA”), in accordance with ICDR International Arbitration Rules for Independent Film & Television Alliance (“IFTA”) Arbitrations as such rules may be amended from time to time. If the ICDR or IFTA shall refuse to accept jurisdiction of such dispute, then the arbitration shall be held in accordance with the rules of AAA. The prevailing Party being entitled to reasonable attorneys’ fees and costs.

7.	Counterparts. This Agreement may be executed digitally and in any number of counterparts, each of which shall constitute an original, and all of which, when taken together, shall constitute one instrument.

8.	Severability. The Parties recognize the uncertainty of the law with respect to certain provisions of this Agreement and expressly stipulate that this Agreement will be construed in a manner that renders its provisions valid and enforceable to the maximum extent possible under applicable law. To the extent that any provisions of this Agreement are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted from this Agreement or modified so as to make them enforceable and the validity and enforceability of the remainder of such provisions and of this Agreement will be unaffected.

Notice. Any notice, request, claim or other communication required or necessary to comply with the terms hereunder shall be in writing and be deemed to have been duly given if delivered by hand, regular mail or if sent by certified mail, postage and certification prepaid, or if by facsimile with evidence of transmission (followed by a hard copy), or by email with return receipt, to the Party at the address listed below, or to such other address or addresses as either party may have furnished to the other in writing in accordance herewith.

	If to Clubhouse:	Clubhouse Media Group, Inc.
		3651 Lindell Road, D517
		Las Vegas, NV 89103
		Attn: Amir Ben-Yohanan
		Email: amir_yoh@yahoo.com

	with copies to:	Harris Tulchin & Associates, Ltd.
		201 Santa Monica Blvd, Suite 300 Santa Monica, CA 90401
		Attn: Harris Tulchin
		Email: harris@medialawyer.com

	If to Reiman:	Alden Reiman 16222 Bertella Drive
		Encino, CA 91436
		Email: aldenhreiman@gmail.com

9.	Entire Agreement/More Formal Agreement.

	a.	This Agreement contains the entire agreement and understanding between the Parties, superseding and replacing all prior or contemporaneous communications, representations, agreements, and understandings, oral or written, between the Parties with respect to the subject matter hereof, including the Consulting Agreement, the First Amendment, and the Second Amendment, each of which the Parties acknowledge and agree are expressly terminated. This Agreement may not be modified in any manner except by written amendment executed by each Party hereto.

	b.	The Parties may nevertheless elect to enter into a more formal agreement embodying these and other customary terms and conditions for deals of this nature, however, unless and until such more formal agreement is negotiated, concluded, and executed, this Agreement shall remain a binding agreement between the Parties.

[SIGNATURE TO FOLLOW]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered as of the date first written above.

Clubhouse Media Group, Inc.

/s/ Amir Ben Yohanan		8-1-2022
Amir Ben Yohanan		DATE

/s/ Alden Henri Reiman		7/31/2022
Alden Henri Reiman		DATE

Exhibit 10.2

OPERATING AGREEMENT

THE REIMAN AGENCY LLC

This Operating Agreement (the “Agreement”) dated as of July 31, 2022 of The Reiman Agency LLC (the “Company”) is made and entered into by Clubhouse Media Group, Inc. (“CMGR”) and Alden Henri Reiman (“Reiman”) (collectively referred to as the “Members” and individually as a “Member”) as the initial members of the Company in accordance with Nevada Revised Statutes (“NRS”) Section 86.011 et. seq. The Members initially desire to own and operate the Company and perform any and all legal acts that Limited Liability Companies can perform according to the NRS. The Members and such other members who are hereafter admitted to the Company are hereafter collectively referred to as the “Members”.

WHEREAS, the Members are concurrently herewith entering into a joint venture deal memo dated as of July 31, 2022 (the “VJ Agreement”) setting forth the Members’ understanding and agreements respecting the creation of the Company; the Members’ respective duties, rights, and obligations in connection with the Company; and the basic terms of Reiman’s employment agreement.

WHEREAS, the Members are concurrently herewith entering into an employment agreement dated as of July , 2022 (the “Executive Employment Agreement”) setting forth the terms and conditions of Reiman’s engagement as the President of the Company.

WHEREAS, the Members desire to enter into this Agreement as set forth herein.

Now, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Formation. The Company has been organized as a Nevada limited liability company by filing an Articles of Organization with the Nevada Secretary of State pursuant to the Nevada Limited Liability Company Act as amended from time to time (the “Act”). In the event of any inconsistency between the terms and conditions of the Agreement and any non-mandatory provisions of the Act, the terms and conditions contained in this Agreement will govern.

2. Name. The name of the Company is “The Reiman Agency LLC.”

3. Purpose. The purposes of the Company are to engage in any lawful act or activity for which limited liability companies may be organized under the Act, including without limitation to operating its business.

4. Members. CMGR and Reiman will be the initial Members of the Company. CMGR shall own 51% of the membership units of the Company, and Reiman shall own 49% of the membership units of the Company.

The Reiman Agency LLC Operating Agreement

5. Term. The term of existence of the Company shall continue in perpetuity unless otherwise terminated in accordance with the Agreement and Nevada law.

6. Management. The business and affairs of the Company shall be managed by three (3) managers (each a “Manager”). Except in the event of a resignation, withdrawal, or the termination of a Member’s ownership in or employment with the Company or a Member’s death or disability, CMGR shall have the right to appoint two (2) Managers, and Reiman shall have the right to appoint one (1) Manager. CMGR hereby appoints Amir Ben-Yohanan (“ABY”) and Harris Tulchin (“HT”) as Managers, and Reiman hereby appoints Reiman as a Manager. Reiman shall also initially have the title of President of the Company, and ABY shall be the Chairman of the Company. In the event of a Manager’s resignation, termination, death, or disability, the Member that appointed such Manager shall have the right to appoint a new Manager subject to the terms hereof. Reiman shall supervise the Company’s staff and keep the other Managers fully informed regarding the business operations of the Company. The Managers shall consult with each other on all material business and financial matters respecting the Company, it being understood that ABY shall have the final decision respecting all business and financial matters, it being further understood and agreed that the discretion for the selection, hiring and firing of Company personnel and external service providers such as accounting and legal professionals shall rest primarily with ABY and may not be exercised by ABY arbitrarily, in bad faith, or capriciously. Only the Managers and any agents or executives, if any, of the Company authorized by the Members, shall have the authority to bind and make decisions for the Company. Subject to the foregoing, the Managers, on behalf of the Company, shall have the sole power to do any and all acts necessary or convenient to, or for the furtherance of, the business and affairs of the Company. The Managers may, upon unanimous vote, delegate to any officers such power and authority as the Board determines is appropriate in carrying out the business of the Company.

7. Member Capital. The Managers shall determine the projected monthly costs and expenses (“Costs”) required to operate Company. CMGR shall contribute 100% of the required Costs to operate the Company, and Reiman shall contribute Reiman’s know how and business relationships to the Company. The Managers may adjust the projected Costs from time to time upon mutual agreement, but ABY shall in all respects have the final decision regarding same. The Members, after good faith consultation, shall have the right to admit Members to the Company who make investments of capital or assets (“Contributions”) in exchange for Membership Interests, subject to the terms of this Agreement, it being understood that CMGR’s decision respecting same shall be final, and it being further understood that CMGR’s decision to admit additional Members shall not dilute Reiman’s 49% share of membership units absent his agreement to same. Contributions from such Members shall be made upon the execution of this Agreement or such other arrangement approved by CMGR. Thereafter, Appendix “A” shall be amended to reflect each such Member as a Member of the Company. Each new Member shall contribute to the Company cash or services and expertise as set forth opposite such Member’s name on Appendix “A”, which shall be filed by the Members in the Company records. No Member shall have the right to withdraw or be repaid any Contribution except as provided in this Agreement. Upon the furnishing of Contributions from the new Members, if any, the Managers shall be allowed to use such monies or assets to effectuate the Company’s purposes.

The Reiman Agency LLC Operating Agreement

8. Profit and Loss/Cash Distributions. Cash receipts received by the Company from the operations of the business of the Company or any other lawful activity of the Company shall first be used to pay or reimburse, as applicable, (a) any third parties pursuant to any contractual agreements (“Third Party Payments”); (b) any actual verified out of pocket costs and expenses, including without limitation, collection fees; applicable taxes; filing fees; tax preparation expenses; legal expenses; accounting expenses; distribution fees and expenses; employee and independent contractor salaries, costs, expenses, payroll taxes, bonuses, and the like; office expenses; hotel expenses; convention attendance expenses; marketing and advertising fees and expenses; all bank fees; and any and all other costs and expenses reasonably necessary to support the operation of the Company’s business (collectively, “Expenses”). Any remaining cash receipts received by the Company after deducting Third Party Payments and Expenses shall be retained by Company to apply against future Expenses in connection with the business of the Company and not disbursed to the Members, unless the Members unanimously agree in writing..

9. Title to Company Property. All real and personal property shall be acquired in the name of the Company, and title to any property so acquired shall vest in the Company itself rather than in the Members.

10. Distributions. Distributions shall be made to the Members (in cash or in kind) at the times and in the aggregate amounts determined by the Members with CMGR having the final determination and as permitted by applicable law.

11. Elections. The Members may make any tax elections for the Company allowed under the Internal Revenue Code of 1986, as amended, or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company.

12. Transferability of Membership Interest.

	a.	The interests of the Reiman Member are not transferable unless CMGR attempts to transfer any of its interests in Company.

	b.	The interests of the CMGR Member are not transferrable unless the CMGR Member wishing to transfer its interest, first gives notice to all Managers of the proposed transfer and the terms of the proposed transfer, including the number of Membership units to be transferred, the proposed transferee, sale price, payment terms, and other relevant details the (“First Offer Notice.”) Such First Offer Notice shall constitute an offer by the Member to sell to the Reiman Member first, under the financial terms and conditions set forth in the First Offer Notice.

	c.	If Reiman declines to match the offer pursuant to the First Offer Notice and CMGR elects to transfer any of its Membership shares in the Company, Reiman shall have the right but not the obligation to participate in the sale on a pro rata basis. For example, if a purchaser offers one million U.S. dollars ($1,000,000.00) to purchase ten percent (10%) of CMGR’s interests and the Reiman Member elects to not match the offer, the Reiman Member has the right but not the obligation to sell four and nine tenths of one percent (4.9%) for an amount equal to four hundred and ninety thousand U.S. dollars ($490,000.00).

The Reiman Agency LLC Operating Agreement

13. Admission of Additional Members. Additional Members of the Company may be admitted to the Company at the direction of the Members subject to Section 7 hereof. In the event that any additional Members are added, the additional Members and the Members shall enter into a new operating agreement.

14. Meetings of the Board Members. The Managers shall hold a regular meeting at least annually on a date designated by the Managers. Any Manager may also call a special meeting of the Board of Managers by written notice to each other Manager at least ten (10) days prior to the date of such special meeting. Unless unanimously agreed by the Board, all Board meetings shall be held in the state of California, but may be attended electronically. Notice of Board meetings shall be sent to all Managers by the Chief Executive Officer at least ten (10) days prior to such meeting, and may be sent by regular or electronic mail. All notices of Board of Managers meetings shall contain the time and place of such meetings. Notices of special meetings must contain a reasonably complete description of the matters to be considered at such special meeting, and business conducted at such special meeting shall be limited to such matters. Notices of regular meetings are not required to include a description of matters to be considered, nor is business conducted at such regular meetings restricted. Failure to comply with the notice provisions of this Section shall not invalidate action taken at such a meeting unless a Manager who is not present at such meeting objects to such action on the grounds of lack of notice within ten (10) days of receiving actual notice that such action was taken.

15. Participation by Remote Communication. The Board of Managers may hold a meeting by means of a conference telephone or similar communications equipment through which all participating Managers can hear and be heard, and such participation shall constitute attendance and presence in person at such meeting. In addition, each Manager shall be entitled to attend each meeting of the Board of Managers by means of a conference telephone or similar communications equipment through which such Manager can hear and be heard, and such participation shall constitute attendance and presence in person at such meeting.

16. Fiduciary Duty of Managers and Offices. Managers and Officers owe the Company the duty of care, the duty of loyalty and the duty of good faith.

17. Limitation of Liability of the Members/Managers. Neither the Members nor the Managers shall have any liability for the debts, obligations, or liabilities of the Company or for the acts or omissions of any other Member, Manager, director, officer, agent, or employee of the Company except to the extent provided in the Act, except for (i) acts or omissions which such person knew, at the time of the acts or omissions, were clearly in conflict with the interests of the Company or any laws, (ii) any transaction from which such person derived an improper personal benefit, (iii) acts or omissions occurring prior to the date this provision becomes effective, or (iv) breach of this Agreement or of any contract between the Company and such Person. The failure of the Managers or Members to observe any formalities or requirements relating to the exercise of the powers of the Members, Managers, or the management of the business and affairs of the Company under this Agreement or the Act shall not, by itself, be grounds for imposing personal liability on the Members or Managers for liabilities of the Company.

The Reiman Agency LLC Operating Agreement

18. Indemnification. The Company shall indemnify the Members, Managers, and those authorized agents of the Company identified in writing by the Members as entitled to be indemnified under this section, for all costs, losses, liabilities, and damages paid or accrued by the Members, Managers, or authorized agents in connection with the business of the Company, to the fullest extent provided or allowed by the laws of the State of Nevada. In addition, the Company may advance costs of defense of any proceeding to the Members, Managers, or any such agent upon receipt by the Company of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company.

19. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the unanimous written direction of the Members (b) the entry of a decree of judicial dissolution under the Act, as amended. The death, retirement, insanity, resignation, expulsion, or bankruptcy of one or more of the Managers or the occurrence of any other event that terminates the continued membership of any Member shall not cause a dissolution of the Company provided any such Manager is promptly replaced, in accordance with Section 6 hereof, or allowed to continue as a Manager by the mutual written consent of the Members. Upon dissolution, the Company shall cease carrying on any and all business other than the winding up of the Company business, but the Company is not terminated and shall continue until the winding up of the affairs of the Company is completed and a certificate of dissolution has been filed pursuant to the Act. Upon the winding up of the Company, the Company’s property shall be distributed (i) first to creditors, including the Members if the Members are creditors to the extent permitted by law, in satisfaction of the Company’s liabilities, and (ii) then to the Members in accordance with their membership units of the Company. Such distributions shall be in cash or property or partly in both, as determined by the Members or the Members’ applicable representative.

20. Registered Agent. For receipt of official legal and tax correspondence from the State of Nevada, the registered agent of the Company (sometimes known as a resident agent, statutory agent, agent for service of process, or delivery of service address) shall be maintained in accordance with the requirements of the State of Nevada. The official address and the place where the books and records of the Company shall be 23 Meadowhawk Lane, Las Vegas, Nevada 89135.

The Reiman Agency LLC Operating Agreement

21. Power of Attorney. Each Member, upon execution hereof, hereby makes, constitutes and appoints CMGR or its designee as such Member’s true and lawful attorney-in- fact, with full power of substitution, for such Member and in such Member’s name, place, stead and benefit, to sign this Agreement, to file and record the Articles of Organization, if not theretofore filed, and, subject to any applicable consent requirements contained in this Agreement, to sign, execute, certify, swear, acknowledge, file and record any other documents, instruments and conveyances as may be necessary or appropriate to carry out the provisions or purposes of this Agreement or which may be required of the Company by law in Nevada, or any other applicable jurisdiction, or by federal or state securities laws if applicable, or other applicable laws, including, without limitation, amendments to or cancellations of such articles. The foregoing grant of authority is hereby declared to be irrevocable and a power coupled with an interest and shall survive the death, incapacity or disability of any person hereby giving such power and the transfer or assignment for the whole or any portion of the LLC interest of such person.

22. Banking. The Managers of the Company shall be authorized to set up bank accounts as in their sole discretion are deemed necessary and are authorized to execute any banking resolutions provided by the institution in which the accounts are being set up, or by adopting their own resolution.

23. Records and Accounting. The Company shall keep an accurate accounting of its affairs using any method of accounting allowed by law. All Members shall have a right to inspect the records during normal business hours. The Members shall have the power to hire such accountants, as they deem necessary or desirable. If and to the extent there is gross revenue received by the Company, the Company shall furnish each of the Members with quarterly accountings sixty (60) days following the end of each calendar quarter.

24. Taxes. The Company shall file such tax returns as required by law. The Company shall elect to be taxed as determined by the Members. The “tax matters partner,” as required by the Internal Revenue Code, shall be ABY who has been appointed by unanimous consent of the initial Members.

25. Separate Entity. The Company is a legal entity separate from its Members and Managers. No Member or Manager shall have any separate liability for any debts, obligations, or liability of the Company except as provided in this Agreement.

26. Mediation / Arbitration / Remedies. In the event of a dispute among the Members arising out of or relating to the terms of this Agreement or any payment obligations set forth herein, the Members agree to submit the issue to mediation to be paid for equally by the Members. In the event the mediation is unsuccessful, the Members agree to seek arbitration as their sole remedy before a sole arbitrator the International Centre for Dispute Resolution (“ICDR”), the international division of the American Arbitration Association (“AAA”), in accordance with ICDR International Arbitration Rules for Independent Film & Television Alliance (“IFTA”) Arbitrations as such rules may be amended from time to time; provided, however, that the provisions of this Agreement shall take precedence over industry practices to the extent that such industry practices are taken into consideration under the rules and procedures of the ICDR or IFTA. If the ICDR or IFTA shall refuse to accept jurisdiction of such dispute, then the arbitration shall be held in accordance with the rules of AAA. in Los Angeles, California.

The Reiman Agency LLC Operating Agreement

27. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Nevada, without reference to the conflict of law rules of that or any other jurisdiction. If anything in this Agreement does not comply or is inconsistent with Nevada law, then Nevada law shall prevail but only to the limited extent to eliminate the non-complying or inconsistent provision.

28. More Formal Agreement. In the event a more formal agreement is hereafter required by the Members, then the Members agree to enter into a more formal agreement subject to good faith negotiation by the Members consistent with the customs and practices of the industry. However, unless and until a more formal agreement is entered into by the Members, this shall be a binding agreement on the parties.

29. Amendment. This Agreement may be amended or modified from time to time only by a written instrument executed by the Members.

30. Rights of Creditors and Third Parties. This Agreement is entered into by the Members solely to govern the operation of the Company. This Agreement is expressly not intended for the benefit of any creditor of the Company or any other person. Except and only to the extent provided by applicable statute, no creditor or third party shall have any rights under this Agreement or any agreement between the Company and the Members with respect to the subject matter hereof.

31. Notice. Except as otherwise expressly provided herein, any notice, consent, authorization or other communication to be given hereunder shall be in writing and shall be deemed duly given and received when delivered personally, when transmitted by facsimile if receipt is acknowledged by the addressee, immediately via e-mail (delivery receipt requested), one business day after being deposited for next-day delivery with a nationally recognized overnight delivery service, or three business days after being mailed by first class mail, charges and postage prepaid, properly addressed to the party to receive such notice at the address set forth in the Company’s records. For any correspondence to Reiman, CMGR shall copy Jason S. Ziven, Esq Sanders Roberts LLP jziven@sandersroberts.com.

32. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns.

33. Severability. If any provision of this Agreement is determined to be invalid, unlawful, void or unenforceable, the remainder of this Agreement shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law.

34. Entire Agreement. This Agreement, together with the JV Agreement and the Executive Employment Agreement, contain the complete and entire agreement between the parties relating to the subject matter hereof, and supersede all prior negotiations, agreements, representations, and understandings between the parties respecting such matters. In the event of a conflict between or among this Agreement, the JV Agreement, and the Executive Employment Agreement, the terms of the JV Agreement shall control.

35. General Provisions. This Agreement may also be signed in counterparts, and by digital signature, by fax, and by scanning a signature as well.

The Reiman Agency LLC Operating Agreement

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have executed this Agreement as of the date first above written.

	Clubhouse Media Group, Inc.

	By:	/s/ Amir Bon-Yohanan

	Its:	CEO

	Dated:	8-1-2022

	Alden Henri Reiman

	By:	/s/ Alden Henri Reiman

	Dated:	7/31/2022

The Reiman Agency LLC Operating Agreement

Appendix “A”

NAME & ADDRESS	CONTRIBUTION	% INTEREST IN LLC
Clubhouse Media Group, Inc. 3651 Lindell Road, D517 Las Vegas, NV 89103 Attn: Amir Ben-Yohanan	The costs and expenses of operating the Company’s business.	51%

Alden Henri Reiman 16222 Bertella Drive Encino, CA 91436	Reiman’s expertise, knowledge, and relationships in the brand promotion business	49%

The Reiman Agency LLC Operating Agreement

Exhibit 10.3

EXECUTIVE EMPLOYMENT AGREEMENT

Dated as of July [31], 2022 (the “Effective Date”)

This executive employment agreement (the “Agreement”) dated as of the date first set forth above is entered into by and between Clubhouse Media Group, Inc., a Nevada corporation, (the “Company”) and Alden Reiman (the “Executive”). The Company and Executive may collectively be referred to as the “Parties” and each individually as a “Party”.

WHEREAS, the Company and Executive have entered into a joint venture deal memo dated as of July 31, 2022 (the “VJ Agreement”) setting forth the Parties’ understanding and agreements respecting the creation of a new entity under the name “The Reiman Agency” (the “Agency”), the Parties’ respective ownership interests in the Agency, the Parties’ respective duties, rights, and obligations in connection with the Agency; and the basic terms of Executive’s employment agreement (i.e., this Agreement).

WHEREAS, the Company now desires to employ the Executive as the President of the Agency, and the Executive desires to serve in such capacities, 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 shall begin as of the Effective Date and shall end two (2) years following the Effective Date (the “Initial Term”). The Initial Term and any Renewal Term (as defined below) shall automatically be extended for up to two (2) more additional terms of two (2) years each (each a “Renewal Term” and together with the Initial Term, the “Term”). The Parties shall negotiate in good faith, taking into consideration Executive’s performance and business development, new terms at least sixty (60) days prior to the end of the Initial Term and each Renewal Term, if applicable, but if there is no agreement on new terms, this Agreement shall nevertheless automatically renew for up to two (2) additional two (2) year Renewal Terms in accordance with the terms hereof, for an aggregate of six (6) years.

	(b)	Duties. The Company hereby appoints Executive, and Executive shall serve, as the President of the Agency. The Company and the Agency may be referred to herein collectively as the “Company Parties” and individually as a “Company Party”. Executive shall report to the Chief Executive Officer of Company (the “CEO”) and to such other persons as determined by the CEO or 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 Agency, including without limitation hiring and firing discretion and the building up of the Agency subject to Company’s final approval of all financial and business matters respecting same, employee and independent contractor supervision, and the like, it being understood that the Company’s approval shall prevail in the event of a dispute over any lawful activities of Agency, provided further however, that the Company’s approvals in the hiring and firing of Agency employees or independent contractors shall not be exercised in an arbitrary and capricious manner. In addition, the Executive shall perform all other duties and accept all other responsibilities incident to such position as may be reasonably assigned to Executive by the CEO or the Board.

2.	Salary; Bonuses; Benefits. For the services to be rendered hereunder, during the Term, Company shall pay to Executive the salary and bonuses, and shall provide the benefits, as set forth in this Section 2.

(a)

Base Salary. Commencing on the Effective Date, Company shall pay to Executive a base salary of $37,500 USD per month (the “Base Salary”), payable on a weekly basis in gross installments of $8,653.85 USD paid in accordance with the Company’s payroll policies. If the Agency is profitable within the three (3) month period following full execution hereof (the “Period”), the Base Salary shall increase to $42,500 USD per month beginning the week following the end of the Period, payable on a weekly basis in gross installments of $9,807.69 USD. “Profitable,” as used in the preceding sentence, means that total Net Receipts, as defined below, for the Period is greater than zero. Following the Period, the Base Salary may be increased, at any time as determined by the Board.

(b)

Monthly Bonus.

	(i)	“Net Receipts” shall mean the actual amount of revenue received by Agency (or Company as a result of the operations of Agency), minus (A) amounts paid to other agencies and talent in connection with the operations of Agency and (B) all actual, out of pocket, bona fide costs and expenses in connection with Agency, including the salaries for Agency employees, rent for office space for Agency (if applicable), and reasonable actual out of pocket expenses incurred directly in connection with Agency.

	(ii)	Cash Bonus. For each calendar month of the Term, Executive shall be entitled to receive a bonus equal to 25% of the Net Receipts for such calendar month (the “Monthly Bonus”) with the Monthly Bonus for any fractional month of the Term to be appropriately prorated, in each case to be paid within 7 business days of the determination of Net Receipts, if applicable.

	(iii)	Stock Bonus. On the last day of each month of the Term, Executive shall be entitled to an amount of Rule 144 shares of Company common stock (“Shares”) equal to Seven and One Half Percent (7.5%) of the cash value of the Net Receipts for the applicable month, divided by the twenty (20) day VWAP of such Shares from the last day of the applicable month.

(c)

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

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

	(ii)	Vacation. During the Term, Executive shall be entitled to a number of vacation days as generally provided to other executive officers of the Company, consisting of at least 14 days per year.

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

(d)

Signing Bonus.

	(i)	Cash Signing Bonus. Upon full execution hereof, Executive shall be entitled to a one-time signing bonus of One Hundred Twenty-Five Thousand US Dollars ($125,000 USD) (“Initial Signing Bonus”) and an additional One Hundred Twenty-Five Thousand US Dollars ($125,000 USD), which shall be paid in three (3) equal installments (each a “Signing Bonus Installment”) on the last day of each month for the first three (3) months of the Term. The Initial Signing Bonus and the Signing Bonus Installments shall not apply towards the Base Salary but shall be subject to a reasonable claw back in the event of a termination for Cause or Without Good Reason, as applicable, within the first year of the Initial Term, as set forth in Section 2(d)(iii) below.

	(ii)	Stock Signing Bonus. Upon full execution hereof, Executive shall be entitled to Twenty-Five Million (25,000,000) Shares of Company stock (the “Stock Signing Bonus”).

	(iii)	Return Obligation. If this Agreement is terminated by Company for Cause (Section 3(c)(i)), by Executive without Good Reason (Section 3(d)(ii)), or pursuant to Section 3(e) (each a “Returnable Termination”) at any point during the first three (3) months of the Term, Company shall have no obligation to pay any Signing Bonus Installments, and Executive shall return to Company all Signing Bonus Installments theretofore paid, the Initial Signing Bonus, and the Stock Signing Bonus. If a Returnable Termination occurs within the first twelve (12) months of the Term, Executive shall return to Company fifty percent (50%) of the aggregate Initial Signing Bonus, Signing Bonus Installments, and Stock Signing Bonus.

(e)

Stock Issuance. All Shares granted to Executive pursuant to this Section 2 shall be issued to Executive within seven (7) business days of the date such Shares vest.

3.	Termination.

(a)

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

	(i)	Executive’s violation of any material written rule or policy of any Company Party, and such rule or policy is reasonably applicable to an executive employee;

	(ii)	misconduct by Executive to the material detriment of any Company Party or misconduct by Executive that damages the reputation or goodwill of Executive or any Company Party; misconduct, as used herein shall also mean if Executive is “cancelled” for verifiable misconduct as that term is understood in the social media industry

	(iii)	Executive’s conviction of, or pleading guilty to, a felony involving moral turpitude;

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

	(v)	Executive’s material failure to perform Executive’s duties and responsibilities to any Company Party as described in this Agreement, provided that CEO or the Board give written notice to Executive of the specific nature of such material failure and Executive fails to cure such material failure within 10 days following receipt of such notice.

(b)

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

	(i)	a material diminution of Executive’s compensation and benefits (taken as a whole);

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

	(iii)	the relocation of Executive’s principal place of business to a location more than 50 miles from Executive’s principal place of business immediately prior to such relocation;

	(iv)	misconduct by Company that damages the reputation or goodwill of Executive; or

	(v)	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)

Termination by 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.

	(i)	For Cause. In the event Company terminates for Cause, (A) Company shall pay to Executive any unpaid Base Salary, Monthly Bonus, and benefits then owed or accrued and any unreimbursed expenses incurred by Executive as of the termination date, all of which shall be paid within 10 days following the termination date; (B) any unvested portion of any Shares granted to Executive hereunder (the “Equity Grants”) shall immediately be forfeited as of the termination date without any further action of the Parties; and (C) all of the Parties’ rights and obligations hereunder shall thereafter cease, unless such rights or obligations survive termination hereof or are in connection with such termination.

	(ii)	Without Cause. In the event Company terminates without Cause, (A) Company shall pay to Executive any Base Salary, Monthly Bonus, and benefits then owed or accrued and any unreimbursed expenses incurred by Executive as of the termination date, all of which shall be paid within 10 days following the termination date; (B) Company shall continue to pay to Executive the Base Salary in effect on the date of termination for the remainder of the then current Term period only (i.e., the Initial Term or the applicable Renewal Term); (C) any Equity Grants to Executive as of the termination date shall vest and be issued within 10 business days following the termination date; and (D) all of the Parties’ rights and obligations hereunder shall thereafter cease, unless such rights or obligations survive termination hereof or are in connection with such termination.

(d)

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

	(i)	With Good Reason. In the event Executive terminates with Good Reason, Executive shall be entitled to the same payments and Equity Grants as Executive would have received had Company terminated without Cause pursuant to Section 3(c)(ii). However, if Executive had knowledge of the Good Reason event during the Initial Term or the first Renewal Term and fails to terminate for such Good Reason until after the commencement of the subsequent Renewal Term, as applicable, Executive shall not be entitled to payment of the Base Salary for such subsequent Renewal Term.

	(ii)	Without Good Reason. In the event Executive terminates without Good Reason, Executive shall be entitled to the same payments as Executive would have received had Company terminated with Cause pursuant to Section 3(c)(i), and any unvested Equity Grants as of the termination date shall immediately be forfeited.

(e)

Termination by Death or Disability. In the event of 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, this Agreement shall terminate on the date of death or total disability. In the event of such termination, Company’s sole obligations hereunder to Executive (or Executive’s estate) shall be any Base Salary, Monthly Bonus, and benefits then owed or accrued and any unreimbursed expenses incurred by Executive as of the termination date, all of which shall be paid within 10 days following the termination date, and any unvested portion of any Equity Grants shall immediately be forfeited as of the termination date without any further action of the Parties.

4.	Post-Termination Assistance. Following Executive’s termination, Executive agrees to fully cooperate in all matters relating to the winding up or pending work on behalf of the Company Parties and the orderly transfer of work to other employees of the Company Parties.

5.	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 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.

	(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 5 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.

	(d)	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 5 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 5 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 5, in addition to and not in limitation of any other rights, remedies or damages available at law or in equity, Company, to the extent that Company establishes that an actual or threatened breach of Section 5 has occurred, it 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 to enforce the provisions of this Section 5, 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 5, Executive, if it is determined to be at fault, shall pay Company’s reasonable legal fees and expenses on a substantial indemnity basis.

	(e)	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.

	(f)	Legal Exceptions. Further notwithstanding the foregoing provisions of this Section 5, 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 ten (10) 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.

(g)

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.

6.	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 any Company Party (“Company Work Product”). Executive agrees (i) to maintain Company Work Product in trust and strict confidence; (ii) not to use Company Work Product in any manner or for any purpose not expressly set forth in this Agreement; and (iii) not to disclose any 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 Work Product conceived, written, created, or first reduced to practice in the performance of Executive’s work under this Agreement shall be Company Work Product, shall be deemed “work for hire” under applicable law, and shall be the sole and exclusive property of Company. Company expressly agrees that any Work Product created by Executive prior to the effective date of this Agreement, and all applicable intellectual property rights related to such Work Product remain the sole and exclusive property of Executive, except for the intellectual property rights or Work Product described in Section 3(c) of the JV Agreement that Executive shall assign to the Agency. Company further agrees that Executive shall retain all rights in any Work Product generated in connection with the Royal Personal Training Project (the “Project”), and Company’s rights in connection with RPT are limited to a right to first negotiation to finance or co-finance the development of any Project-related merchandise or products.

	(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 the any Company Party to use or exploit the Company Work Product.

	(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 6 within seven (7) days of 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 6 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)	Representations and Warranties. Each Party hereby represents and warrants to the other Party that: (i) the natural person executing this Agreement on its behalf has been duly authorized on its behalf to do so; (ii) it has all rights and authorities necessary to engaged in the contemplated transaction; and (iii) the execution, delivery and performance of this Agreement and the transaction contemplated herein do not and will not violate or conflict with any applicable law, contractual obligations, or any other arrangements with third parties to which it is bound. Executive hereby further 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 any Company Party) or damage to property (including any Company Party’s property) during the Term; and (vii) should the Company permit Executive to use any of the 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 any Company Party’s property) arising out of use of such equipment, tools or facilities and caused by Executive’s gross negligence or willful misconduct.

7.	Non-Solicitation. The Executive agrees that, for the Term and for a period of one (1) year after the end of the Term, Executive shall not, directly or indirectly, solicit or discuss with any employee of any Company Party the employment of such employee by any other commercial enterprise other than a Company Party, nor recruit, attempt to recruit, hire, or attempt to hire any such employee on behalf of any commercial enterprise other a Company Party. The foregoing restrictions shall not apply in the event Company becomes insolvent and files for bankruptcy protection, is involuntarily forced into bankruptcy, or otherwise ceases business operations. Executive admits and agrees that Executive’s breach of this Section 7 would result in irreparable harm to the Company Parties and, to the extent Company establishes Executive’s breach or threatened breach of such restrictions, the Company Parties shall be entitled to an injunction restraining such breach or threatened breach without the necessity of posting a bond or other security and any other remedy available in law or equity. If Company establishes an actual or threatened breach by Executive, Company shall be entitled to recover its reasonable attorneys’ fees and costs incurred to enforce this Section 7.

8.	Representations and Warranties Relating to Shares. Executive hereby makes the representations and warranties set forth in Exhibit “A,” attached hereto and incorporated herein by reference, to the Company as of the Effective Date and as of the date of any issuance or granting of any Shares to Executive.

9.	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.

10.	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 to all or substantially all of the business and/or assets of the Company any of Company’s rights, obligations or duties hereunder. This Agreement shall inure to the benefit of, and shall be binding upon, the successors and permitted assigns of the Parties.

11.	Entire Agreement. This Agreement and the JV Agreement set forth the entire agreement between the Parties and shall supersede any and all prior agreements and understandings concerning the subject matter hereof. This Agreement may be changed only by a written document signed by both Parties.

12.	Survival. The provisions of Section 3, Section 4, Section 5, Section 6, Section, Section 7, and Section 11 through Section 21, 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.

13.	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.

14.	Governing Law and Waiver of Jury Trial.

	(a)	This Agreement shall be governed by, construed, and enforced in accordance with the internal laws of the State of California, without giving effect to the choice of law provisions, provided, however, that, to the extent the Nevada Revised Statutes or the Articles of Incorporation or Bylaws of the Company require for the purposes of issuing Securities of the Company to Executive, the laws of the State of Nevada shall apply thereto.

	(b)	Subject to the arbitration clause set forth in Section 15, each Party agrees that all other legal proceedings, if any, concerning this Agreement shall be commenced in the state or federal courts sitting in Los Angeles County, California (the “Selected Courts”). Each Party hereby irrevocably submits to the exclusive jurisdiction of the Selected Courts for the adjudication of any dispute hereunder or in connection herewith 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 the Selected Courts or that the Selected Courts are an inconvenient venue. 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 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.

	(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. Each Party (i) certifies that no representative, agent, or attorney of the 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 (ii) acknowledges that it and the other Party have entered into this Agreement in reliance upon, among other things, the mutual waivers and certifications in this Section 14 (c).

	(d)	If any Party commences 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 attorneys’ fees and other costs and expenses incurred in the investigation, preparation, and prosecution of such action or proceeding.

15.	Arbitration. Any controversy, claim or dispute, excluding matters for which the SEC may require jurisdiction, arising out of or relating to this Agreement or Executive’s employment, including, but not limited to, common law and statutory claims for discrimination, wrongful discharge, and unpaid wages, compensation of Executive, employment matters related to Executive, and Executive’s duties and responsibilities shall be resolved by binding, non-appealable arbitration in Los Angeles, California before a sole arbitrator and administered by the International Centre for Dispute Resolution (“ICDR”), the international division of the American Arbitration Association (“AAA”), in accordance with ICDR International Arbitration Rules for the Independent Film & Television Alliance (“IFTA”) Arbitrations as such rules may be amended from time to time. If the ICDR or IFTA shall refuse to accept jurisdiction of such dispute, then the arbitration shall be held in accordance with the rules of AAA. The arbitrator’s judgment may be entered in the Selected Courts. The prevailing Party, as defined by California Code of Civil Procedure §1032(a)(4), shall be entitled to reasonable attorneys’ fees and costs as the arbitrator deems appropriate. The arbitrator may not award either Party punitive or consequential damages.

16.	Insurance/Indemnification. During the Term, Executive shall be covered by insurance for officers’ liability, fiduciary liability, or other liabilities arising out of the Executive’s position with the Company Parties, in an amount not less than the highest amount available to any other executive. Such coverage, if any, for Executive shall be provided by Company at its sole expense and continue for at least three years following the end of the Term.

17.	Indemnification. The Parties shall each indemnify, defend, and hold the other Party (“Indemnified Party”) and the Indemnified Party’s successors, assigns, affiliates, and their respective agents, officers, directors, employees, and shareholders harmless against any third party claim, liability, cause of action, damage, or expense (including, without limitation, reasonable attorneys’ fees and court costs) (collectively, “Claim”) arising from an uncured breach by the other Party (“Indemnifying Party”) of the Indemnifying Party’s obligations, representations, and/or warranties hereunder, provided that the Claim was not caused by or arising out of the Indemnified Party’s gross negligence or willful misconduct.

18.	Notices. All notices hereunder shall be in writing and shall be given by hand delivery; by certified mail, postage prepaid; by a nationally recognized courier service; or by email with return receipt, addressed as set forth below or to such other address as either Party may furnish to the other in writing. All notices or other communications shall be deemed to have been duly given: when delivered by hand, when delivered by courier or mail, and on receipt of confirmed delivery if sent by email.

	If to Company:

		Clubhouse Media Group, Inc.
		Attn: Amir Ben-Yohanan
		3651 Lindell Road, D517
		Las Vegas, NV 89103
		Email: amir_yoh@yahoo.com

		with copies to:

		Anthony L.G., PLLC
		Attn: John Cacomanolis
		625 N. Flagler Drive, Suite 600
		West Palm Beach, FL 33401
		Email: jcacomanolis@anthonypllc.com

		and

		Harris Tulchin & Associates, Ltd.
		Attn: Harris Tulchin
		201 Santa Monica Blvd., Suite 300
		Santa Monica, CA 90401
		Email: harris@medialawyer.com

	If to Executive:

		Alden Reiman
		16222 Bertella Drive
		Encino, CA 91436
		Email: aldenhreiman@gmail.com

		with a copy to:

		Sanders Roberts LLP
		Attn: Jason Ziven
		1055 West 7^th Street, Suite 3200
		Los Angeles, CA 90017
		Email: jziven@sandersroberts.com

19.	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.

20.	Rule of Construction. The 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. Each Party acknowledges that it was represented by separate legal counsel in this matter who participated in the preparation of this Agreement.

21.	Execution in Counterparts, Electronic Transmission. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and taken together shall be deemed a single instrument. Counterparts may be delivered via facsimile, email (including any electronic signature service, e.g., www.docusign.com), or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signatures appear on following page]

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

Company: Clubhouse Media Group, Inc.

By:	/s/ Amir Ben-Yohanan
Name:	Amir Ben-Yohanan
Title:	Chief Executive Officer

Executive: Alden Reiman

By:	/s/ Alden Reiman
Name:	Alden Reiman

	7/31/2022

EXHIBIT “A”

Representations and Warranties Relating to Shares

Any shares of common stock, par value $0.000001 per share, of Company (the “Common Stock”) or other securities of Company that may be issued or granted to Executive pursuant to the Executive Employment Agreement to which this Exhibit is attached or pursuant to any other agreement between Company and Executive may be referred to as the “Securities,” and Executive represents and warrants to the Company as set forth in this Exhibit “A” 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 to Executive.

	(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 represents 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.

Executive’s Initials:/s/ AR

	(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):

“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)	The Executive Employment Agreement to which this Exhibit “A” is attached has been duly and validly authorized by and has been duly executed and delivered on behalf of Executive, and the Executive Employment Agreement to which this Exhibit “A” is attached constitutes a valid and binding agreement of Executive enforceable in accordance with its terms.

	(i)	Executive is an individual resident of the state of California.

Executive’s Initials:/s/ AR