Exhibit 10.1

Debt Repayment and Release Agreement

Dated as of December 15, 2022

This Debt Repayment and Release Agreement (the “Agreement”) is entered into as of the date first set forth above (the “Closing Date”) by and between (i) Clubhouse Media Group, Inc., a Nevada corporation (“CMGR”) and (ii) ProActive Capital SPV I, LLC, a Delaware limited liability company (“Holder”), on the other hand. Each of CMGR and Holder may be referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Holder is the holder of that certain Convertible Promissory Note of the Company, dated as of January 20, 2021, as amended by the Amendment No. 1 to Convertible Promissory Note, dated as of February 4, 2022 (as so amended, the “Note”) pursuant to which, as of the Closing Date, CMGR owes to Holder the principal sum of $300,000 plus any and all accrued interest (the “Debt”) and the Parties now wish to settle the Debt and terminate the Note as set forth herein;

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

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

2. Payment. On the Closing Date, as full and complete payment of the Debt, CMGR shall pay to Holder the sum of $75,000 (the “Payment Amount”) as full and complete payment to Creditor of the Debt and all obligations and liabilities of CMGR pursuant to the Note and all amounts owed by CMGR to Holder arising from any matter or actions of the Parties prior to the Closing Date. Subject to the issuance of the Payment Amount, on the Closing Date, the Note shall be deemed redeemed and paid in full and shall hereafter be null and void and of no force or effect. Holder hereby irrevocably waives any defaults occurring pursuant to the Note prior to the Closing Date.

3. Release of Claims. Effective as of the Closing Date, Holder, for itself and its Affiliates (as defined below), whether an Affiliate as of the Closing Date or hereafter becoming an Affiliate, and for each of their respective predecessors, successors, assigns, heirs, representatives, and agents and for all related parties, and all persons acting by, through, under or in concert with any of them in both their official and personal capacities (collectively, the “Holder Parties”) hereby irrevocably, unconditionally and forever releases, discharges and remises CMGR and each of its Affiliates (whether an Affiliate as of the Closing Date or later), and their respective predecessors, successors, assigns, heirs, representatives, and agents and for all related parties and all persons acting by, through, under or in concert with any of them in both their official and personal capacities (collectively, the “CMGR Parties”), from all claims of any type and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity, known or unknown, that any Holder Party may have now or may have in the future, against any of the CMGR Parties to the extent that those claims arose, may have arisen, or are based on events which occurred at any point in the past up to and including the Closing Date, to the extent related to or arising out of or in connection with the Debt or the Note, but excluding any claims arising out of or pertaining to this Agreement (collectively, the “Holder Released Claims”). Holder represents and warrants that no Holder Released Claim released herein has been assigned, expressly, impliedly, or by operation of law, and that all Holder Released Claims released herein are owned by Holder, which has the respective sole authority to release them. Holder, on its own behalf and on behalf of the other Holder Parties, agrees that the Holder Parties shall forever refrain and forebear from commencing, instituting or prosecuting any lawsuit action or proceeding, judicial, administrative or otherwise collect or enforce any Holder Released Claim, which is released and discharged herein. For purposes herein, (i) “Affiliate” means, with respect to a specified Person, any other Person that directly or indirectly Controls, is Controlled by or is under common Control with, the specified Person; (ii) “Control” means (a) the possession, directly or indirectly, of the power to vote 10% or more of the securities or other equity interests of a Person having ordinary voting power, (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, by contractor otherwise, or (c) being a director, officer, executor, trustee or fiduciary (or their equivalents) of a Person or a Person that controls such Person; and (iii) “Person” means a natural person, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

4. Covenant Not to File a Claim and Indemnification. Holder, on its own behalf and on behalf of the other Holder Parties, agrees not to file for itself or on behalf of any other Holder Party, and agrees not to be a party to or assist in, any suit, claim, charge, complaint, action, or cause of action against any CMGR Party related to the Holder Released Claims, and further agrees to indemnify and save harmless such CMGR Parties from and against any and all losses, including, without limitation, the cost of defense and legal fees, occurring as a result of any claims, charges, complaints, actions, or causes of action made or brought by any such Holder Party against any CMGR Party in violation of the terms and conditions of this Agreement. In the event that any Holder Party brings a suit, or is a party to any suit or assists in any suit, against any CMGR Party in violation of this covenant, Holder agrees to pay any and all costs of the CMGR Parties, including attorneys’ fees, incurred by such CMGR Parties in challenging such action. Any CMGR Party is an intended third-party beneficiary of this Agreement.

5. Affirmations. Holder, on its own behalf and on behalf of the other Holder Parties, affirms that no Holder Party has filed, caused to be filed, or presently is a party to any claim, complaint, or action against any CMGR Party in any forum or form and should any such charge or action be filed by any Holder Party or by any other person or entity on any Holder Party’s behalf involving matters covered by Section 3, Holder agrees to promptly give the agency or court having jurisdiction a copy of this Agreement and inform them that any such claims any such Holder Party might otherwise have had are now settled. The Parties acknowledge that each Party has had an opportunity to consult legal counsel with respect to this Agreement. This Agreement extends to, and is for the benefit of, the Parties, their respective successors, assigns and agents and anyone claiming by, through or under the Parties.

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

7. Miscellaneous.

(c) Waiver of Jury Trial.

if to the Company, to:

Clubhouse Media Group, Inc.

Attn: Amir Ben-Yohanan

201 Santa Monica Blvd., Suite 30

Santa Monica, California 90401

Email: amir_yoh@yahoo.com

If to the Holder, to:

ProActive Capital SPV I, LLC

Attn: Jeff Ramson

150 East 58th Street, 20th Floor

New York, NY 10155

Email: Jramson@pcgadvisory.com

(j)

Amendment; Waiver; Remedies.

[Signature page follows]

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