Item 1.01 Entry Into A Material Definitive Agreement.

Convertible Promissory Note - GS Capital Partners

On June 3, 2021, Clubhouse Media Group, Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with GS Capital Partners, LLC ("GS Capital"), pursuant to which, on same date, the Company issued a convertible promissory note to GS Capital in the aggregate principal amount of $550,000 for a purchase price of $500,000, reflecting a $50,000 original issue discount (the "June 2021 GS Capital Note") and, in connection therewith, sold to GS Capital 85,000 shares of the Company's common stock, par value $0.001 per share (the "Company Common Stock") at a purchase price of $85, representing a per share price of $0.001 per share. In addition, at the closing of this sale, the Company reimbursed GS Capital the sum of $5,000 for GS Capital's costs in completing the transaction, which amount GS Capital withheld from the total purchase price paid to the Company.

The June 2021 GS Capital Note has a maturity date of June 3, 2022 and bears interest at 10% per year. No payments of the principal amount or interest are due prior to the maturity date other than as specifically set forth in the June 2021 GS Capital Note, and the Company may prepay all or any portion of the principal amount and any accrued and unpaid interest at any time without penalty.

The June 2021 GS Capital Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company's common stock, par value $0.001 per share (the "Company Common Stock") at GS Capital's election at any time following the time that the SEC qualifies the Company's offering statement related to the Company's planned offering of Company Common Stock pursuant to Regulation A under the Securities Act of 1933, as amended (the "Regulation A Offering"). At such time, the June 2021 GS Capital Note (and the principal amount and any accrued and unpaid interest) will be convertible at a conversion price equal to 70% of the initial offering price of the Company Common Stock in the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by GS Capital on 61 days' notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price.

The June 2021 GS Capital Note contains customary events of default, including, but not limited to:





  ? if the Company fails to pay the then-outstanding principal amount and accrued
    interest on the June 2021 GS Capital Note on any date any such amounts become
    due and payable, and any such failure is not cured within three business days
    of written notice thereof by GS Capital; or
  ? the Company fails to remain compliant with the Depository Trust Company
    ("DTC"), thus incurring a "chilled" status with DTC; or
  ? any trading suspension is imposed by the SEC under Section 12(j) of the
    Exchange Act or Section 12(k) of the Exchange Act; or
  ? the occurrence of any delisting of the Company Common Stock from any
    securities exchange on which the Company Common Stock is listed or suspension
    of trading of the Company Common Stock on the OTC Markets.

If an event of default has occurred and is continuing, GS Capital may declare all or any portion of the then-outstanding principal amount of the June 2021 GS Capital Note, together with all accrued and unpaid interest thereon, due and payable, and the June 2021 GS Capital Note shall thereupon become immediately due and payable in cash and GS Capital will also have the right to pursue any other remedies that GS Capital may have under applicable law. In the event that any amount due under the June 2021 GS Capital Note is not paid as and when due, such amounts shall accrue interest at the rate of 18% per year, simple interest, non-compounding, until paid.

The foregoing description of the Securities Purchase Agreement and June 2021 GS Capital Note does not purport to be complete and is qualified in its entirety by reference to the full texts of the Securities Purchase Agreement and the June 2021 GS Capital Note, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and 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.

As disclosed in Item 1.01 of this Current Report on Form 8-K, the Company issued the June 2021 GS Capital Note. The disclosure in Item 1.01 hereof concerning this note is incorporated by reference into this Item 2.03.

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

As disclosed in the Company's Current Report on Form 8-K filed with the SEC on May 5, 2021, on March 11, 2021, the Company entered into a securities purchase agreement (the "Labrys SPA") with Labrys Fund, LP ("Labrys"), pursuant to which the Company issued a 10% promissory note (the "Labrys Note") with a maturity date of March 11, 2022 (the "Labrys Maturity Date"), in the principal sum of $1,000,000. Pursuant to the terms of the Labrys Note, the Company agreed to pay to $1,000,000 (the "Principal Sum") to Labrys and to pay interest on the principal balance at the rate of 10% per annum.

In addition, the Labrys Note provides that, if (i) the Labrys Note is still outstanding; and (ii) since the issuance of the Labrys Note, the Company has received cash proceeds from any source of series of sources of $1,500,000, then Labrys shall have the right to require the Company to apply up to 50% of any future proceeds received by the Company to repay the outstanding balance of the Labrys Note.

The Company has now raised over $1,500,000 since the issuance of the Labrys Note on March 11, 2021, and therefore, Labrys has the right to demand up to 50% of the proceeds received by the Company from the issuance of the June 2021 GS Capital Note - or $250,000. As of the date of this Current Report on Form 8-K, report, Labrys has not yet made a demand for $250,000 from the Company. If Labrys does make such a demand, the Company intends to pay Labrys from the proceeds of the June 2021 GS Capital Note.

The foregoing description of the Labrys Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Labrys Note, a copy of which is filed as Exhibit 10.23 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the SEC on March 15, 2021.

Item 9.01 Financial Statement and Exhibits.





(d) Exhibits



The following exhibits are filed or furnished with this Current Report on Form
8-K:



Exhibit No.   Description

10.1            Securities Purchase Agreement between the Company and GS Capital
              Partners, LLC dated June 3, 2021.
10.2            Convertible Promissory Note issued by the Company to GS Capital
              Partners, LLC dated June 3, 2021.

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