Item 1.01. Entry into a Material Definitive Agreement.

On January 12, 2022, Clubhouse Media Group, Inc. (the "Company") entered into a Securities Purchase Agreement, (the "SPA") dated January 12, 2022, by and between the Company and Sixth Street Lending LLC (the "Buyer"). Pursuant to the terms of the SPA, the Company agreed to issue and sell, and the Buyer agreed to purchase (the "Purchase"), a convertible promissory note in the aggregate principal amount of $70,125 (the "Note"). The Note has an original issue discount of $6,375, resulting in gross proceeds to the Company of $63,750.

The Note bears interest at a rate of 10% per annum and matures on January 12, 2023. Any amount of principal or interest on the Note which is not paid when due will bear interest at a rate of 22% per annum. The Note may not be prepaid in whole or in part except as provided in the Note by way of conversion at the option of the Buyer.

The Buyer has the right from time to time, and at any time during the period beginning on the date that is 180 days following January 12, 2022 and ending on the later of (i) January 12, 2023, and (ii) the date of payment of the Default Amount (as defined in the Note), to convert all or any part of the outstanding and unpaid principal amount of the Note into common stock, subject to a 4.99% equity blocker.

The conversion price of the Note equals the lesser of the Variable Conversion Price (as hereinafter defined) and $1.00. The "Variable Conversion Price" means 75% multiplied by the lowest VWAP (as defined in the Note) for the Company's common stock during the 20 trading date period ending on the latest complete trading day prior to the conversion date.

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

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 above regarding the Note is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits



Exhibit         Description
Number

10.1              Securities Purchase Agreement, dated January 12, 2022, by and
                between the registrant and Sixth Street Lending LLC  .
10.2              Convertible Promissory Note, dated January 12, 2022, issued by
                the registrant to Sixth Street Lending LLC  .
104             Cover Page Interactive Data File (embedded within the Inline XBRL
                document).

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