Exhibit
10.1


 





Personal
and Confidential


 


October
28, 2021 Mr. Lyron Bentovim


Chief
Executive Officer


The
Glimpse Group, Inc.


15
West 38th Street, 9th Floor New York, NY 10018


 


Dear
Mr. Bentovim,


 


This
letter (the “Agreement”) constitutes the agreement between, EF Hutton, division of Benchmark Investments, LLC (“EF
Hutton”, or the “Placement Agent”) and The Glimpse Group, Inc. (the “Company”), pursuant
to which the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts”
basis, in connection with the proposed placement (the “Placement”) of equity and/or equity derivatives (the “Shares”
or the “Securities”) of the Company, par value $0.001 per share (“Common Stock”). The terms of
the Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser”
and collectively, the “Purchasers”) and nothing herein constitutes that the Placement Agent would have the power or
authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This
Agreement and the documents executed and delivered by the Company and the Purchasers in connection with the Placement, including but
not limited to the Purchase Agreement (as defined below), shall be collectively referred to herein as the “Transaction Documents.”
The date of the closing of the Placement shall be referred to herein as the “Closing Date.” The Company expressly
acknowledges and agrees that the obligations of the Placement Agent hereunder are on a reasonable best efforts basis only and that the
execution of this Agreement does not constitute a commitment by the Placement Agent to purchase the Securities and does not ensure the
successful placement of the Securities or any portion thereof or the success of the Placement Agent with respect o securing any other
financing on behalf of the Company. The Placement Agent may retain other brokers or dealers to act as sub-Agent or selected-dealers on
its behalf in connection with the Placement. The sale of the Securities to any Purchaser will be evidenced by a securities purchase agreement
(the “Purchase Agreement”) between the Company and such Purchaser in a form mutually agreed upon by the Company and
the Placement Agent. Capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Purchase Agreement.
Prior to the signing of any Purchase Agreement, executive officers of the Company will be available upon reasonable notice and during
normal business hours to answer inquiries from prospective Purchasers.


 


SECTION
1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. Each of the representations and warranties (together with any related
disclosure schedules thereto) and covenants made by the Company to the Purchasers in the Purchase Agreement in connection with the
Placement is hereby incorporated herein by reference into this Agreement (as though fully restated
herein) and is, as of the date of the Purchase Agreement and as of the Closing Date, hereby made to, and in favor of, the Placement
Agent.


 




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SECTION
2. REPRESENTATIONS OF THE PLACEMENT AGENT. The Placement Agent represents and warrants that it (i) is a member in good
standing of FINRA, (ii) is registered as a broker/dealer under the Exchange Act, (iii) is licensed as a broker/dealer under the laws
of the States applicable to the offers and sales of the Securities by such Placement Agent, (iv) is and will be a corporate entity
validly existing under the laws of its place of incorporation, and (v) has full power and authority to enter into and perform its
obligations under this Agreement. The Placement Agent will immediately notify the Company in writing of any change in its status as
such. The Placement Agent covenants that it will use its reasonable best efforts to conduct the Placement hereunder in compliance
with the provisions of this Agreement and the requirements of applicable law.


 


SECTION
3. COMPENSATION. In consideration of the services to be provided for hereunder, the Company shall pay to the Placement Agent the
following compensation with respect to the Securities which they are placing:


 


A.
A cash fee (the “Cash Fee”) equal to an aggregate of eight percent (8.0%) of the aggregate gross proceeds raised in
the Placement. The Cash Fee shall be paid at the Closing of the Placement.


 


B.
Intentionally Omitted.


 


C.
Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company will be responsible for and will pay all reasonable and documented expenses
relating to the Placement, including, without limitation, (a) all filing fees and expenses relating to the registration of the securities
with the Commission; (b) all fees and expenses relating to the listing of the Company’s common stock on a national exchange, if
applicable; (c) all fees, expenses and disbursements relating to the registration or qualification of the securities under the “blue
sky” securities laws of such states and other jurisdictions as Placement Agent may reasonably designate (including, without limitation,
all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which
will be the Placement Agent’s counsel) unless such filings are not required in connection with the Company’s proposed listing
on a national exchange, if applicable; (d) all fees, expenses and disbursements relating to the registration, qualification or exemption
of the securities under the securities laws of such foreign jurisdictions as the Placement Agent’s may reasonably designate; (e)
the costs of all mailing and printing of the Placement documents; (f) transfer and/or stamp taxes, if any, payable upon the transfer
of securities from the Company to the Placement Agent; and (g) the fees and expenses of the Company’s accountants; and (h) a maximum
of $50,000 for fees and expenses including “road show”, diligence, and reasonable legal fees and disbursements for EF Hutton’s
counsel. The Placement Agent may deduct from the net proceeds of the Placement payable to the Company on the Closing Date the expenses
set forth herein to be paid by the Company to the Placement Agent. For the sake of clarity, it is understood and agreed that the Company
shall be responsible for the Placement Agent’s external counsel legal costs detailed in this Section irrespective of whether the
Placement is consummated or not, subject to $25,000 in the event that there is not a Closing. The Placement Agent may deduct from the
net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein
to be paid by the Company to the Underwriters.


 




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D.
The Placement Agent reserves the right to reduce any item of its compensation or adjust the terms thereof as specified herein in the
event at a determination shall be made by FINRA to the effect that such Placement Agent’s aggregate compensation is in excess of
FINRA Rules or that the terms thereof require adjustment.


 


SECTION
4. INDEMNIFICATION. The Company agrees to the indemnification and other agreements set forth in the Indemnification Provisions (the
“Indemnification”) attached hereto as Addendum A, the provisions of which are incorporated herein by reference
and shall survive the termination or expiration of this Agreement.


 


SECTION
5. ENGAGEMENT TERM. The Placement Agent engagement hereunder shall be until the earlier of (i) November 5, 2021, and (ii) the final
closing date of the Placement (such date, the “Termination Date” and the period of time during which this Agreement
remains in effect is referred to herein as the “Term”). Notwithstanding anything to the contrary contained herein,
the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof, expense reimbursement
pursuant to Section 3 hereof and the provisions concerning Tail Financings, Right of First Refusal, confidentiality, indemnification
and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration
or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expense reimbursement
due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees
are earned or owed as of the Termination Date). The Placement Agent agree not to use any confidential information concerning the Company
provided to such Placement Agent by the Company for any purposes other than those contemplated under this Agreement.


 


SECTION
6. PLACEMENT AGENT’ INFORMATION. The Company agrees that any information or advice rendered by the Placement Agent in connection
with this engagement is for the confidential use of the Company only in their evaluation of the Placement and, except as otherwise required
by law, the Company will not disclose or otherwise refer to the advice or information in any manner without such Placement Agent’s
prior written consent.


 


SECTION
7. NO FIDUCIARY RELATIONSHIP. This Agreement does not create and shall not be construed as creating rights enforceable by any person
or entity not a party hereto, except those entitled hereto by virtue of the Indemnification Provisions hereof. The Company acknowledges
and agrees that the Placement Agent is nor shall the Placement Agent be construed as a fiduciary of the Company and the Placement Agent
shall have any duties or liabilities to the equity holders or the creditors of the Company or any other person by virtue of this Agreement
or the retention of the Placement Agent hereunder, all of which are hereby expressly waived.


 




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SECTION
8. CLOSING. The obligations of the Placement Agent, and the closing of the sale of the Securities hereunder are subject to the accuracy,
when made and on the Closing Date, of the representations and warranties on the part of the Company contained herein and in the Purchase
Agreement, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance
by the Company of their obligations hereunder, and to each of the following additional terms and conditions, except as otherwise disclosed
to and acknowledged and waived by the Placement Agent by the Company:


 


A.
No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental
agency or body which would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect
or potentially and adversely affect the business or operations of the Company; and no injunction, restraining order or order of any other
nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the
issuance or sale of the Securities or materially and adversely affect or potentially and adversely affect the business or operations
of the Company.


 


B.
The Company shall have entered into a Purchase Agreement with each of the Purchasers and such agreements shall be in full force and effect
and shall contain representations, warranties and covenants of the Company as agreed between the Company and the Purchasers.


 


C.
Prior to the Closing Date, the Company shall have furnished to the Placement Agent such further information, certificates and documents
as the Placement Agent may reasonably request.


 


If
any of the conditions specified in this Section 8 shall not have been fulfilled when and as required by this Agreement, or if any of
the certificates, written statements or letters furnished to the Placement Agent or to Placement Agent’s counsel pursuant to this
Section 8 shall not be reasonably satisfactory in form and substance to the Placement Agent and to Placement Agent’s counsel, all
obligations of the Placement Agent hereunder may be cancelled by the Placement Agent at, or at any time prior to, the consummation of
the Closing. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed
promptly thereafter in writing.


 


SECTION
9. COVENANTS AND OBLIGATIONS.


 


A.
Tail Financing. In the event that EF Hutton does not consummate the Placement as contemplated by this Agreement, EF Hutton shall
be entitled to a cash fee equal to eight percent (8.0%) of the gross proceeds received by the Company from the sale of the securities
to any investor actually introduced by EF Hutton to the Company during the Engagement Period (the “Tail Financing”), and
such Tail Financing is consummated at any time during the twelve (12) month period following the expiration of the Engagement Period,
provided that such financing is by a party actually introduced to the Company in an offering in which the Company has direct knowledge
of such party’s participation. The Placement Agent will provide the company a list of all parties introduced to the company.


 




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B.
Right of First Refusal. Following the Closing of the Offering, provided that the Securities are sold in accordance with the terms
of this Agreement, the Placement Agent shall have an irrevocable right of first refusal (the “Right of First Refusal”) until
July 1, 2022, to act as sole investment banker, sole book-runner, and/or sole placement agent, at the Placement Agent’s sole discretion,
for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject
Transaction”), during such period to July 1, 2022, of the Company, or any successor to or any current or future subsidiary of the
Company, on terms and conditions customary to the Placement Agent for such Subject Transactions. The Placement Agent shall have the sole
right to determine whether or not any other broker dealer shall have the right to participate in the Subject Transactions and the economic
terms of such participation. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment
banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the express written consent
of the Placement Agent.


 


C.
Lock-Up Agreement. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of
EF Hutton, it will not, to Juy 1, 2022 (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option
or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise
transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable
or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission
relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable
for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, other than entering into a
line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i),
(ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or
otherwise.


 


SECTION
10. GOVERNING LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York applicable
to agreements made and to be performed entirely in such State. This Agreement may not be assigned by either party without the prior written
consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective
successors and permitted assigns. Any right to trial by jury with respect to any dispute arising under this Agreement or any transaction
or conduct in connection herewith is waived. Any dispute arising under this Agreement may be brought into the courts of the State of
New York or into the Federal Court located in New York, New York and, by execution and delivery of this Agreement, the Company hereby
accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of aforesaid courts. Each party hereto
hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by
delivering a copy thereof via overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it
under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If either party shall
commence an action or proceeding to enforce any provisions of a Transaction Document, then the prevailing party in such action or proceeding
shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation, preparation
and prosecution of such action or proceeding.


 




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SECTION
10. ENTIRE AGREEMENT/MISC. This Agreement (including the attached Indemnification Provisions) embodies the entire agreement and understanding
between the parties hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof. If any provision
of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any
other respect or any other provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended
or otherwise modified or waived except by an instrument in writing signed by both Placement Agent and the Company. The representations,
warranties, agreements and covenants contained herein shall survive the closing of the Placement and delivery of the Securities. This
Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that
both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf format
file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such facsimile or .pdf signature page were an original thereof.


 


SECTION
11. CONFIDENTIALITY. The Placement Agent (i) will keep the Confidential Information (as such term is defined below) confidential
and will not (except as required by applicable law or stock exchange requirement, regulation or legal process (“Legal Requirement”),
without the Company’s prior written consent, disclose to any person any Confidential Information, and (ii) will not use any Confidential
Information other than in connection with the Placement. The Placement Agent further agrees to disclose the Confidential Information
only to its Representatives (as such term is defined below) who need to know the Confidential Information for the purpose of the Placement,
and who are informed by such Placement Agent of the confidential nature of the Confidential Information. The term “Confidential
Information” shall mean, all confidential, proprietary and non-public information (whether written, oral or electronic communications)
furnished by the Company to a Placement Agent or its Representatives in connection with such Placement Agent’s evaluation of the
Placement. The term “Confidential Information” will not, however, include information which (i) is or becomes publicly
available other than as a result of a disclosure by a Placement Agent or its Representatives in violation of this Agreement, (ii) is
or becomes available to a Placement Agent or any of its Representatives on a non-confidential basis from a third-party, (iii) is known
to a Placement Agent or any of its Representatives prior to disclosure by the Company or any of its Representatives, or (iv) is or has
been independently developed by a Placement Agent and/or the Representatives without use of any Confidential Information furnished to
it by the Company. The term “Representatives” shall mean with respect to the Placement Agent, such Placement Agent’s
directors, board committees, officers, employees, financial advisors, attorneys and accountants. This provision shall be in full force
until the earlier of (a) the date that the Confidential Information ceases to be confidential and (b) two years from the date hereof.
Notwithstanding any of the foregoing, in the event that the Placement Agent or any of its Representatives are required by Legal Requirement
to disclose any of the Confidential Information, such Placement Agent and its Representatives will furnish only that portion of the Confidential
Information which such Placement Agent or its Representative, as applicable, is required to disclose by Legal Requirement as advised
by counsel, and will use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential
Information so disclosed.








 


SECTION
12. NOTICES. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in
writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is sent
to the email address specified on the signature pages attached hereto prior to 6:30 p.m. (New York City time) on a business day, (b)
the next business day after the date of transmission, if such notice or communication is sent to the email address on the signature pages
attached hereto on a day that is not a business day or later than 6:30 p.m. (New York City time) on any business day, (c) the third business
day following the date of mailing, if sent by U.S. internationally recognized air courier service, or (d) upon actual receipt by the
party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature
pages hereto.


 


SECTION
13. PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agent shall, from and after any Closing, have the right to reference
the Placement and the Placement Agent’s role in connection therewith in the Placement Agent’ marketing materials and on its
website and to place advertisements in financial and other newspapers and journals, in each case at its own expense.


 


[Signature
page to follow]


 




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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.


 


Very
truly yours,


 


	EF
    Hutton,	 
	division
    of Benchmark Investments, LLC	 
	 	 	 
	By:	 	 
	Name:	Sam
    Fleischman	 
	Title:	Supervisory
    Principal	 
	 	 	 
	Accepted and Agreed to as of the date first written above:	 
	 	 	 
	The
    Glimpse Group, Inc.	 
	 	 	 
	By:	 	 
	Name:	Lyron
    Bentovim	 
	Title:	Chief
    Executive Officer	 


 




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Personal
and Confidential


 


EXHIBIT
A


 


INDEMNIFICATION
PROVISIONS


 


In
connection with the engagement of EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”, the “Placement Agent”)
by The Glimpse Group, Inc. (the “Company”) pursuant to a placement agency agreement dated as of the date hereof, by and among
the Company and the Placement Agent, as it may be amended from time to time in writing (the “Agreement”), the Company hereby
agrees as follows:


 


1.
To the extent permitted by law, the Company will indemnify the Placement Agent and its respective affiliates, directors, officers, employees
and controlling persons (within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities
Exchange Act of 1934) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable
fees and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to the Agreement, except, with regard
to the Placement Agent, to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found
in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from such Placement Agent’s
willful misconduct or gross negligence in performing the services described herein, as the case may be.


 


2.
Promptly after receipt by the Placement Agent of notice of any claim or the commencement of any action or proceeding with respect to
which such Placement Agent is entitled to indemnity hereunder, such Placement Agent will notify the Company in writing of such claim
or of the commencement of such action or proceeding, and the Company will assume the defense of such action or proceeding and will employ
counsel reasonably satisfactory to such Placement Agent and will pay the fees and expenses of such counsel. Notwithstanding the preceding
sentence, the Placement Agent will be entitled to employ counsel separate from counsel for the Company and from any other party in such
action if counsel for such Placement Agent reasonably determines that it would be inappropriate under the applicable rules of professional
responsibility for the same counsel to represent both the Company and such Placement Agent. In such event, the reasonable fees and disbursements
of no more than one such separate counsel will be paid by the Company. The Company will have the exclusive right to settle the claim
or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of the
Placement Agent, which will not be unreasonably withheld.


 


3.
The Company agrees to notify the Placement Agent promptly of the assertion against it or any other person of any claim or the commencement
of any action or proceeding relating to a transaction contemplated by the Agreement.


 




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4.
If for any reason the foregoing indemnity is unavailable to the Placement Agent or insufficient to hold such Placement Agent harmless,
then the Company shall contribute to the amount paid or payable by such Placement Agent, as the case may be, as a result of such losses,
claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company
on the one hand, and such Placement Agent on the other, but also the relative fault of the Company on the one hand and such Placement
Agent on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The
amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include
any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions
hereof, no Placement Agent’s share of the liability hereunder shall be in excess of the amount of fees actually received, or to
be received, by such Placement Agent under the Agreement (excluding any amounts received as reimbursement of expenses incurred by such
Placement Agent).


 


5.
These Indemnification Provisions shall remain in full force and effect whether or not the transaction contemplated by the Agreement is
completed and shall survive the termination of the Agreement, and shall be in addition to any liability that the Company might otherwise
have to any indemnified party under the Agreement or otherwise.


 




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