Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Hoey
Appointment as Chief Financial Officer
On
May 27, 2022, the Board of Directors of Clubhouse Media Group, Inc. (the “Company”) appointed Scott Hoey as the Company’s
Chief Financial Officer, effective immediately.
Mr.
Hoey, age 36, has served as the Company’s Treasurer since May 2021. From June 2018 to April 2021, he served as Vice President of
Acquisitions of West of Hudson Properties. From November 2014 to May 2018, Mr. Hoey served as a Financial Services Representative at
TD Bank, N.A. From May 2011 to October 2014 he served as a Personal Banker at Bank of America, N.A. He earned his Bachelor’s Degree
in Business Administration with a concentration in Management and Marketing from Montclair State University.
The
Company has agreed to pay Mr. Hoey an annual base salary of $109,200.
Kaplun
Resignation
On
May 27, 2022, Dmitry Kaplun resigned
as the Company’s Chief Financial Officer, principal financial officer and principal accounting officer, effective immediately.
Mr. Kaplun resigned
for personal reasons and in order to pursue other opportunities, and will continue to provide consulting services to the Company for
at least 90 days
Termination
and Release Agreement
In
connection with Mr. Kaplun’s resignation, the Company entered into a Termination and Release Agreement, dated as of May 27, 2022,
by and between the Company and Mr. Kaplun (the “Termination Agreement”). Pursuant to the terms of the Termination Agreement,
the parties to the Termination Agreement agreed to terminate the Executive Employment Agreement, dated as of October 7, 2021, by and
between the Company and Mr. Kaplun.
The
foregoing description of the Termination Agreement is qualified in its entirety by reference to the Termination Agreement, filed as Exhibit
10.1 hereto, which is incorporated herein by reference.
Redemption
Agreement
Also
in connection with Mr. Kaplun’s resignation, the Company entered into a Redemption Agreement, dated as of May 27, 2022, by and
between the Company and Mr. Kaplun (the “Redemption Agreement”). Pursuant to the terms of the Redemption Agreement, the Company
agreed to purchase from Mr. Kaplun 29,412 shares of the Company’s common stock owned by Mr. Kaplun in exchange for $1.00.
The
foregoing description of the Redemption Agreement is qualified in its entirety by reference to the Redemption Agreement, filed as Exhibit
10.2 hereto, which is incorporated herein by reference.