Form of Warrant Form of Underwriter’s Warrant AgreementUnderwriter’s Warrant Agreement • April 27th, 2021 • Clubhouse Media Group, Inc. • Services-amusement & recreation services • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 20__ [DATE ON WHICH THE OFFERING IS QUALIFIED]. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 20__ [DATE THAT IS FIVE YEARS FROM THE DATE ON WHICH THE OFFERING IS QUALIFIED].
ESCROW AGREEMENT between CLUBHOUSE MEDIA GROUP, INC. and SUTTER SECURITIES CLEARING, LLC OFFERING DEPOSIT ACCOUNT AGENCY AGREEMENTEscrow Agreement • April 27th, 2021 • Clubhouse Media Group, Inc. • Services-amusement & recreation services • California
This Offering Deposit Account Agency Agreement (this “Agreement”) dated as of April __, 2021, by and among CLUBHOUSE MEDIA GROUP, INC. (the “Company”), having an address at 3651 Lindell Road, D517, Las Vegas, Nevada 89103, BOUSTEAD SECURITIES, LLC, serving as the representative of the Placement Agent (the “Placement Agent”), having an address at 6 Venture, Suite 395, Irvine, CA 92618 USA, and SUTTER SECURITIES CLEARING, LLC, serving as deposit account agent (the “Deposit Account Agent”), a broker-dealer registered with the Securities and Exchange Commission (“SEC”), having an office at 6 Venture, Suite 395, Irvine, CA 92618 USA. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Offering Circular filed with the United States SEC dated _______, 2021, under File Number 024-11447, including all attachments, schedules and exhibits thereto, as amended from time to time (the “Offering Circular”).
CLUBHOUSE MEDIA GROUP, INC. PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • April 27th, 2021 • Clubhouse Media Group, Inc. • Services-amusement & recreation services • Delaware
Clubhouse Media Group, Inc., a Nevada corporation (the “Company”), is qualifying for public sale up to $30,000,000 (the “Maximum Offering Amount”) shares (the “Shares”) of its common stock, $0.001 par value per share, for a purchase price of $6.00 per Share (the “Offering”), pursuant to an exemption from registration pursuant to: (i) Regulation A (“Regulation A”) promulgated by the Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”); and (ii) applicable blue sky exemptions. The Company desires to appoint Boustead Securities, LLC as its exclusive placement agent for the Offering (the “Placement Agent”) on the terms and conditions described herein. In connection with the Offering, the Company hereby agrees with the Placement Agent, as follows:
Subscription Agreement of Clubhouse Media Group, Inc. Common StockSubscription Agreement • April 27th, 2021 • Clubhouse Media Group, Inc. • Services-amusement & recreation services • New York
This subscription (this “Subscription”) is dated , 2021, by and between the investor identified on the signature page hereto (the “Investor”) and Clubhouse Media Group, Inc., a Nevada corporation (the “Company”), whereby the parties agree as follows:
