Exhibit
10.20


 


THE
GLIMPSE GROUP, INC.


 


MASTER
ACQUISITION AGREEMENT


 


THIS
MASTER ACQUISITION AGREEMENT (this “Agreement”), dated as of October 28, 2016 (the “Effective Date”),
is among THE GLIMPSE GROUP, INC., a Nevada corporation (the “Buyer”), PresentAR and LocateAR, both Nevada limited
liability corporations and direct and wholly owned subsidiaries of Buyer (together and separately a “Designated Subsidiary”),
and Liron Lerman (the “Seller”).





		RECITALS	



 


WHEREAS,
prior to the Effective Date, the Seller has developed certain virtual reality or augmented reality technology and intellectual property
in two entities: i) PresentAR, an Augmented Reality presentation design application for the creation and engagement of presentations.
The app contains a number of customizable prefabs such as text fields, pictures/video planes, graphs, tables, basic 3D geometry as well
as advanced 3D models that can be dragged onto the scene and customized accordingly; and ii) LocateAR, a geolocation platform that enables
rapid development of location based Augmented Reality experiences, software and applications. The platform consists of several components
that include: geolocation, augmented reality, cloud based content delivery, moderation portals (for chat rooms, comments, etc.), admins
backend control and business analytics, The Seller has developed or acquired other tangible personal property, as further described below,
which relates to the Designated Subsidiary’s actual and proposed business of offering of Augmented Reality and Virtual Reality
software, services and hardware products and solutions (the “Business”); and


 


WHEREAS,
the Buyer through its Designated Subsidiary desires to acquire from the Seller, and the Seller desires to sell, transfer and assign such
technology and intellectual property and other related tangible personal property to the Designated Subsidiary in exchange for the consideration
as set forth herein; 


 


NOW
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties to this Agreement hereby agree as follows:


 


	1.	Certain
    Definitions. As used herein, the following capitalized terms will have the meanings set forth below: 


 


	 	(a)	 	“Assigned
    Assets” refers to the Technology, all Derivatives, all Intellectual Property Rights, all Embodiments and Business Assets, collectively.
	 	 	 	 
	 	(b)	 	“Business
    Assets” means all business and marketing plans, worldwide marketing rights, software, customer and supplier lists, price lists,
    mailing lists, customer and supplier records and other confidential or proprietary information relating to the Technology, as well
    as all computers, office equipment and other tangible personal property owned (i.e., not leased) by the Seller immediately prior
    to the execution and delivery of this Agreement, as specified in Appendix 1.
	 	 	 	 
	 	(c)	 	“Derivative”
    means: (i) any derivative work of the Technology (as defined in Section 101 of the U.S. Copyright Act); (ii) all improvements, modifications,
    alterations, adaptations, enhancements and new versions of the Technology (the “Technology Derivatives”); and (iii) all
    technology, inventions, products or other items that, directly or indirectly, incorporate, or are derived from, any part of the Technology
    or any Technology Derivative.
	 	 	 	 
	 	(d)	 	“Embodiment”
    means all documentation, drafts, papers, designs, schematics, diagrams, models, prototypes, source and object code (in any form or
    format and for all hardware and software platforms), computer-stored data, diskettes, manuscripts and other items describing all
    or any part of the Technology, any Derivative, any Intellectual Property Rights or any information related thereto or in which all
    of any part of the Technology, any Derivative, any Intellectual Property Right or such information is set forth, embodied, recorded
    or stored.



 



     


     


    

 


	 	(e)	 	“Intellectual
    Property Rights” means, collectively, all worldwide patents, patent applications, patent rights, copyrights, copyright registrations,
    common law rights, moral rights, trade names, trademarks, service marks, domain names and registrations and/or applications for all
    of the foregoing, trade secrets, know-how, mask work rights, rights in trade dress and packaging, goodwill and all other intellectual
    property rights and proprietary rights relating in any way to the Technology, any Derivative or any Embodiment, whether arising under
    the laws of the United States of America or the laws of any other state, country or jurisdiction.
	 	 	 	 
	 	(f)	 	“Technology”
    means all inventions, technology, algorithms, ideas, concepts, processes, business plans, documentation, financial projections, models
    and any other items, authored, conceived, invented, developed or designed by the Seller relating to the technology described in detail
    on Exhibit A hereto or Business of the Designated Subsidiary that is not otherwise owned by the Designated Subsidiary.


 


	2.	Acquisition.


 


	 	(a)	 	At
    the Closing (as defined below), the Seller shall sell, transfer, assign and convey, to the Designated Subsidiary, and its successors
    and assigns, the Seller’s entire right, title and interest in and to the Assigned Assets and all rights of action, power and
    benefit belonging to or accruing from the Assigned Assets including the right to undertake proceedings to recover past and future
    damages and claim all other relief in respect of any acts of infringement thereof whether such acts shall have been committed before
    or after the date of this assignment, the same to be held and enjoyed by said Designated Subsidiary, for its own use and benefit
    and the use and benefit of its successors, legal representatives and assigns, as fully and entirely as the same would have been held
    and enjoyed by the Seller, had this assignment not been made, pursuant to the Bill of Sale in the form as attached hereto as Exhibit
    B (the “Bill of Sale”). 
	 	 	 	 
	 	(b)	 	In
    exchange for the Assigned Assets, Seller shall be entitled to receive the compensation as set forth in Section 12, subject to the
    terms and conditions therein. 
	 	 	 	 
	 	(c)	 	The
    Seller hereby appoints the Designated Subsidiary the attorney-in-fact of the Seller, with full power of substitution on behalf of
    the Seller to demand and receive any of the Assigned Assets and to give receipts and releases for the same, to institute and prosecute
    in the name of the Seller, but for the benefit of the Designated Subsidiary, any legal or equitable proceedings the Designated Subsidiary
    deems proper in order to enforce any rights in the Assigned Assets and to defend or compromise any legal or equitable proceedings
    relating to the Assigned Assets as the Designated Subsidiary shall deem advisable. The Seller hereby declares that the appointment
    made and powers granted hereby are coupled with an interest and shall be irrevocable by the Seller.
	 	 	 	 
	 	(d)	 	The
    Seller hereby agrees that the Seller and the Seller’s successors and assigns will do, execute, acknowledge and deliver, or
    will cause to be done, executed, acknowledged and delivered such further acts, documents, or instruments confirming the conveyance
    of any of the Assigned Assets to the Designated Subsidiary as the Designated Subsidiary shall reasonably deem necessary, provided
    that the Designated Subsidiary shall provide all necessary documentation to the Seller.


 




     


     


    

 


	3.	Closing;
    Deliveries.


 


	 	(a)	 	Subject
    to the satisfaction or waiver of the conditions herein, closing of the transactions contemplated herein (the “Closing”)
    shall be held on or before ___________, 2016 (the “Termination Date”) or at such time, date or place as the Seller and
    the Buyer may agree (the date of such Closing, the “Closing Date”).
	 	 	 	 
	 	(b)	 	At
    the Closing:


 


	 	 	 	(i)	 	The
    Seller shall deliver to the Buyer a duly executed copy of (i) the employment agreement, in the form as attached hereto as Exhibit
    C (the “Employment Agreement”) and (ii) the Option Agreement attached hereto as Exhibit D (the “Option Agreement”);
	 	 	 	 	 	 
	 	 	 	(ii)	 	The
    Buyer shall deliver to the Seller a duly executed copy of (A) the Employment Agreement and (B) the Option Agreement.
	 	 	 	 	 	 
	 	 	 	(iii)	 	The
    Seller shall deliver to Designated Subsidiary a duly executed copy of the Bill of Sale. 
	 	 	 	 	 	 
	 	 	 	(iv)	 	The
    Designated Subsidiary shall deliver to Seller a duly executed copy of the Bill of Sale. 


 


	4.	Representations
    and Warranties.


 


	 	(a)	 	Representations
    and Warranties of Seller. As an inducement to, and to obtain the reliance of the Buyer and the Designated Subsidiary, the Seller
    represents and warrants as of the date hereof and as of the Closing Date, as follows:


 


	 	 	 	(i)	 	Assigned
    Assets. The Seller is the owner, inventor and/or author of, and can grant exclusive right, title and interest in and to, each
    of the Assigned Assets transferred by the Seller hereunder and that none of the Assigned Assets are subject to any dispute, claim,
    prior license or other agreement, assignment, lien, encumbrance or rights of any third party, or any other rights that might interfere
    with the Designated Subsidiary’s use, or exercise of ownership of, any of the Assigned Assets. The Seller further represents
    and warrants to the Buyer and the Designated Subsidiary that the Assigned Assets are free of any claim of any prior employer or third
    party client of the Seller or any school, university or other institution the Seller attended, if any, and that the Seller is not
    aware of any claims by any third party to any rights of any kind in or to any of the Assigned Assets. The Seller agrees to immediately
    notify the Buyer and Designated Subsidiary upon becoming aware of any such claims. 
	 	 	 	 	 	 
	 	 	 	(ii)	 	Authorization;
    Enforcement; Validity. The Seller has full power and authority to enter into this Agreement, and each of the other agreements
    entered into by the parties on the Closing Date and attached hereto as exhibits to this Agreement (collectively, the “Transaction
    Documents”), the execution and delivery of this Agreement has been duly authorized, if applicable, and this Agreement constitutes
    a valid and legally binding obligation of the Seller. This Agreement has been, and each other Transaction Document shall be on the
    Closing Date, duly executed and delivered by the Seller and this Agreement constitutes, and each other Transaction Document upon
    its execution by Seller shall constitute the valid and binding obligations of Seller enforceable against Seller in accordance with
    their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,
    moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.


 




     


     


    

 


	 	(b)	 	Representations
    and Warranties of Buyer and Designated Subsidiary. As an inducement to, and to obtain the reliance of the Seller except as set
    forth in the Buyer Schedules (as hereinafter defined), the Buyer and Designated Subsidiary represent and warrant, as of the date
    hereof and as of the Closing Date, as follows:


 


	 	 	 	(i)	 	Organization
    and Qualification. The Buyer and its “Subsidiaries” (which for purposes of this Agreement means any entity in which
    the Buyer, directly or indirectly, owns 50% or more of the voting stock or capital stock or other similar equity interests), including
    Designated Subsidiary, are companies duly organized and validly existing in good standing under the laws of the jurisdiction in which
    they are incorporated, and have the requisite corporate power and authority to own their properties and to carry on their business
    as now being conducted. Each of the Buyer and its Subsidiaries is duly qualified as a foreign corporation to do business and is in
    good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification
    necessary, except to the extent that the failure to be so qualified or be in good standing could not reasonably be expected to have
    a Material Adverse Effect. As used in this Agreement, “Material Adverse Effect” means any material adverse effect on
    any of: (i) the business, properties, assets, operations, results of operations or financial condition of the Buyer and its Subsidiaries,
    taken as a whole, or (ii) the authority or ability of the Buyer to perform its obligations under the Transaction Documents. 
	 	 	 	 	 	 
	 	 	 	(ii)	 	Authorization;
    Enforcement; Validity. (i) Each of the Buyer and the Designated Subsidiary has the requisite corporate power and authority to
    enter into and perform their obligations under the Transaction Documents, (ii) the execution and delivery of the Transaction Documents
    by each of the Buyer and the Designated Subsidiary and the consummation by them of the transactions contemplated hereby and thereby,
    has been duly authorized by the Buyer’s Board of Directors and the Designated Subsidiary’s governing body do not conflict
    with the Buyer’s Articles of Incorporation or Bylaws or Designated Subsidiary’s organizational documents, and do not
    require further consent, approval or authorization by the Buyer, its Board of Directors or its shareholders or Designated Subsidiary’s
    governing body, (iii) this Agreement has been, and each other Transaction Document shall be on the Closing Date, duly executed and
    delivered by the Buyer and Designated Subsidiary and (iv) this Agreement constitutes, and each other Transaction Document upon its
    execution on behalf of the Buyer and Designated Subsidiary, shall constitute, the valid and binding obligations of the Buyer and
    Designated Subsidiary enforceable against the Buyer and Designated Subsidiary in accordance with their terms, except as such enforceability
    may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar
    laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.


 


	5.	Covenants.
    


 


	 	(a)	 	Due
    Diligence Investigation. Prior to the Closing, the Seller shall afford to the Buyer and Designated Subsidiary and their authorized
    representatives and officers full access to the Assigned Assets in order that Buyer and Designated Subsidiary may have a full opportunity
    to make such reasonable investigation as it shall desire to make of the to be Assigned Assets, and the Seller will furnish Buyer
    and Designated Subsidiary with such additional data and other information as to the to be Assigned Assets as the Buyer shall from
    time to time reasonably request. As such, subject to applicable law, the Seller shall allow Buyer and Designated Subsidiary and their
    auditors, legal counsel and other authorized representatives all reasonable opportunity and access during normal business hours to
    inspect and investigate the to be Assigned Assets for purposes of conducting due diligence. The Buyer and Designated Subsidiary shall
    be responsible for any of its due diligence costs incurred in conjunction with the proposed due diligence under this Section 5(a).



 



     


     


    

 


	 	(b)	 	Further
    Assurances. Seller agrees that from time to time, whether before, at or after the Closing, Seller will take such other action
    as reasonably necessary to:


 


	 	(i)	 	furnish,
    upon request to Buyer such information as Buyer may reasonably request;
	 	 	 	 
	 	(ii)	 	execute,
    acknowledge and deliver such contracts, deeds, or other documents as may be reasonably requested and necessary or appropriate to
    carry out the purposes and intent of this Agreement; 
	 	 	 	 
	 	(iii)	 	effectuate
    the assignment of the Assigned Assets by the Seller to the Buyer; and
	 	 	 	 
	 	(iv)	 	perform
    any other acts deemed necessary to carry out the intent of this Agreement.


 


	 	(c)	 	Non-Compete.
    


 


	 	(i)	 	Provided
    that the Closing occurs, then as of the Closing and for a period of three (3) years thereafter (such applicable period, the “Non-Competition
    Period”), Seller shall not, either directly or indirectly, for Seller’s self or on behalf of or in conjunction with any
    other person, company, partnership, corporation, business, group, or other entity (each, a “Person”) (A) hire, employ,
    solicit or recruit to leave the Buyer’s or the Designated Subsidiary’s employ any employee, agent, or contract worker
    of the Buyer or the Associated Companies (as defined below) with whom Seller had contact during the course of Seller’s employment
    with the Buyer or the Designated Subsidiary; or (B) engage in or otherwise carry on, directly or indirectly (either as principal,
    agent, employee, employer, investor, shareholder (except for investments of no greater than 3% of the total outstanding shares in
    any publicly-traded company in a Competitive Business (as defined below), contractor, partner, member, financier or in any other
    individual or representative capacity of any kind whatsoever), any Competitive Business. 
	 	 	 	 
	 	(ii)	 	For
    purposes of this Agreement, “Competitive Business” shall mean any activity which is competitive with any of the business
    activities in which, at the time of the cessation of Owner’s employment by the Buyer, (a) the Buyer or the Associated Companies
    is engaged, (b) to Seller’s knowledge, the Buyer or the Associated Companies is actively developing plans or becomes active
    in developing plans to be engaged, or (c) any third party that directly benefits from services or products provided by the Buyer
    or any Associated Company is engaged or becomes, to Seller’s knowledge, actively engaged in developing plans to engage. 
	 	 	 	 
	 	(iii)	 	References
    to the “Associated Companies” shall mean the Buyer’s direct and indirect subsidiaries, and any company in which
    the Buyer has an ownership interest.
	 	 	 	 
	 	(iv)	 	References
    to the “Business of the Buyer” shall mean the actual or intended business of the Buyer during the Non-Competition Period.
    
	 	 	 	 
	 	(v)	 	The
    “geographic area” applicable to this Section 5(c) is worldwide. Seller agrees that, due to the multi-jurisdictional nature
    of the businesses of the Buyer and the Associated Companies, a covenant not to compete encompassing this geographic area is reasonable
    in scope and necessary for the protection of the Buyer’s business and affairs.



 



     


     


    

 


	 	(vi)	 	Except
    as otherwise set forth herein, all of the covenants in this Section 5(c) are severable and separate, and the unenforceability of
    any specific covenant shall not affect the provisions of any other covenant. If any provision of this Section 5(c) relating to the
    time period, scope, or geographic areas of the restrictive covenants shall be declared by a court of competent jurisdiction to exceed
    the maximum time period, scope, or geographic area, as applicable, that such court deems reasonable and enforceable, then this Agreement
    shall automatically be considered to have been amended and revised to reflect such determination.
	 	 	 	 
	 	(vii)	 	Seller
    has carefully read and considered the provisions of this Section 5(c) and, having done so, agrees that the restrictive covenants
    in this Section 5(c) impose a fair and reasonable restraint on Seller and are reasonably required to protect the interests of the
    Buyer and its officers, directors, employees, and stockholders.
	 	 	 	 
	 	(viii)	 	Notwithstanding
    the forgoing, in the event that Seller’s employment with the Buyer is terminated by the Buyer pursuant to Section 5(b) of the
    Employment Agreement (i.e., termination without cause), then (i) the “Non-Competition Period” shall be one (1) year from
    the date of termination of employment; and (ii) “Competitive Business” shall mean only the business of the Buyer or its
    Associated Companies that is carried in with respect to, and in connection with the Assigned Assets.


 


	6.	Conditions
    Precedent to Seller’s Obligations to Close. The obligations of the Seller to consummate the transactions contemplated
    herein shall be subject to the fulfillment at or prior to Closing of the following additional conditions, except as the Seller may
    waive in writing:


 


	 	(a)	 	Execution
    of Transaction Documents. This Agreement and all other agreements and documents required to be executed at the Closing shall
    have been duly executed by the Buyer and Designated Subsidiary.
	 	 	 	 
	 	(b)	 	Compliance
    and Performance. The Buyer and Designated Subsidiary shall have complied with and performed in all material respects all of the
    terms, covenants, agreements and conditions contained in this Agreement which are required to be complied with and performed on or
    prior to Closing.
	 	 	 	 
	 	(c)	 	No
    Governmental Prohibition. No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining
    order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality
    which prohibits the consummation of the transactions contemplated hereby.
	 	 	 	 
	 	(d)	 	Approval
    by the Board of Directors of the Buyer. The Buyer’s board of directors shall have approved the transactions contemplated
    hereby.


 


	7.	Conditions
    Precedent to Buyer’s and Designated Subsidiary’s Obligations to Close. The obligations of Buyer and Designated
    Subsidiary to consummate the transactions contemplated herein shall be subject to the fulfillment at or prior to Closing of the following
    additional conditions, except as Buyer or Designated Subsidiary, where applicable, may waive in writing:


 


	 	(a)	 	Satisfaction
    with Due Diligence. The Buyer and Designated Subsidiary shall have completed and be satisfied with, in Buyer’s sole discretion,
    its due diligence examination of all aspects of the Assigned Assets.
	 	 	 	 
	 	(b)	 	Execution
    of Transaction Documents. This Agreement and all other agreements and documents required to be executed at the Closing shall
    have been duly executed by the Seller, thereby completing the assignment of the Assigned Assets to the Designated Subsidiary.



 



     


     


    

 


	 	(c)	 	Compliance
    and Performance. The Seller shall have complied with and performed in all material respects all of the terms, covenants, agreements
    and conditions contained in this Agreement which are required to be complied with and performed on or prior to Closing.
	 	 	 	 
	 	(d)	 	Accuracy
    of Representations and Warranties. The representations and warranties of the Seller in this Agreement shall have been true and
    correct on the date hereof and such representations and warranties shall be true and correct on and at the Closing (except those,
    if any, expressly stated to be true and correct at an earlier date), with the same force and effect as though such representations
    and warranties had been made on and at the Closing. The Buyer shall be furnished with a certificate, signed by the Seller and dated
    the Closing Date, to the foregoing effect.
	 	 	 	 
	 	(e)	 	No
    Governmental Prohibition. No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining
    order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality
    which prohibits the consummation of the transactions contemplated hereby.


 


	8.	Termination.
    


 


	 	(a)	 	This
    Agreement may be terminated by the Seller if the conditions set forth in Section 6 have not been satisfied by the Termination Date,
    provided that such failure is not due to Seller’s breach of this Agreement. 
	 	 	 	 
	 	(b)	 	This
    Agreement may be terminated by Buyer if the conditions set forth in Section 7 have not been satisfied by the Termination Date, provided
    that such failure is not due to Buyer’s or Designated Subsidiary’s breach of this Agreement. 


 


	9.	Confidentiality.
    Each party hereto agrees with the others that, unless and until the transactions contemplated by this Agreement have been consummated,
    it and its representatives will hold in strict confidence all data and information obtained with respect to another party or any
    subsidiary thereof from any representative, officer, director or employee, or from any books or records or from personal inspection,
    of such other party, and shall not use such data or information or disclose the same to others, except (i) to the extent such data
    or information is published, is a matter of public knowledge, or is required by law to be published; or (ii) to the extent that such
    data or information must be used or disclosed in order to consummate the transactions contemplated by this Agreement. In the event
    of the termination of this Agreement, each party shall return to the other party all documents and other materials obtained by it
    or on its behalf and shall destroy all copies, digests, work papers, abstracts or other materials relating thereto, and each party
    will continue to comply with the confidentiality provisions set forth herein.


 


	10.	Indemnification;
    Survival.


 


	 	(a)	 	Indemnification.
    Each party hereto shall jointly and severally indemnify and hold harmless the other party and such other party’s agents, beneficiaries,
    affiliates, representatives and their respective successors and assigns (collectively, the “Indemnified Persons”) from
    and against any and all damages, losses, liabilities, taxes and costs and expenses (including, without limitation, attorneys’
    fees and costs) (collectively, “Losses”) resulting directly or indirectly from (a) any inaccuracy, misrepresentation,
    breach of warranty or nonfulfillment of any of the representations and warranties of such party in this Agreement, or any actions,
    omissions or statements of fact inconsistent with in any material respect any such representation or warranty, (b) any failure by
    such party to perform or comply with any agreement, covenant or obligation in this Agreement. 
	 	 	 	 
	 	(b)	 	Survival.
    All representations, warranties, covenants (including, but not limited to, non-solicitation and non-competition) and agreements of
    the parties contained herein or in any other certificate or document delivered pursuant hereto shall survive the date hereof until
    the expiration of the applicable statute of limitations or as otherwise provided herein.


 




     


     


    

 


	11.	Post-Transaction
    Restrictions.


 


	 	(a)	 	No-Conflict.
    The Seller hereby represents and warrants to the Designated Subsidiary that it is not party to any written or oral agreement with
    any third party that would restrict its ability to enter into this Agreement or to perform the Seller’s obligations hereunder
    and that the Seller will not, by entering into this Agreement breach any non-disclosure, proprietary rights, non-competition, non-solicitation
    or other covenant in favor of any third party.
	 	 	 	 
	 	(b)	 	Ability
    to Earn Livelihood; Consideration. Seller expressly agrees and acknowledges that the post-transaction restrictions contained
    in this Agreement and the Employment Agreement do not preclude Seller from earning a livelihood, nor do they unreasonably impose
    limitations on Seller’s ability to earn a living. Seller further agrees and acknowledges that the potential harm to the Buyer
    and to the Designated Subsidiary of the non-enforcement of these restrictions outweighs any harm to Seller of the enforcement of
    the restrictions by injunction or otherwise.


 


	12.	Special
    Covenants Regarding Future Transactions Involving Designated Subsidiary. Subject to the vesting provisions in Section 12(e),
    provided that the Closing occurs, Seller shall have the right to receive the payments set forth in Section 12(a), Section 12(b),
    Section 12(c) and Section 12(d). 


 


	 	(a)	 	Sale
    of All or Part of Ownership or Assets in Designated Subsidiary. If, subsequent to the Closing, there is a sale of all or part
    of (i) the ownership of Designated Subsidiary (as a result of newly issued equity of the Designated Subsidiary or the sale by the
    Buyer of the equity of Designated Subsidiary held by Buyer), or (ii) the assets of Designated Subsidiary, resulting in cash, equity
    or other direct proceeds to the Buyer, the Seller shall receive ten percent (10%) of the net sale proceeds (net of specific transaction
    fees including brokerage commissions, legal fees, and other customary transactional fees related to the transaction) in kind. In
    other words, if the Buyer receives cash, stock, warrants, debt or combination of any or each, the Seller will receive ten percent
    (10%) of the same type of consideration received by the Buyer net of the fees described above.
	 	 	 	 
	 	(b)	 	Change
    of Control. If the Buyer’s ownership interest in the Designated Subsidiary is diluted below fifty percent (50%) of the
    outstanding equity of the Designated Subsidiary (“Change of Control”) as a result of one or a series of transactions
    resulting in investment proceeds into the Designated Subsidiary, the Seller shall receive ten percent (10%) of the outstanding equity
    in the Designated Subsidiary immediately after the dilutive transaction(s) resulting in the Change of Control.
	 	 	 	 
	 	(c)	 	Going
    Public Transaction. If a transaction is completed resulting in the Designated Subsidiary becoming a separate publicly traded
    entity (via initial public offering, spin-off, or reverse merger), the Seller shall receive ten percent (10%) of the outstanding
    equity in the Designated Subsidiary immediately prior to the transaction on a fully diluted basis; provided, however, that such ten
    percent (10%) shall be granted immediately before completion of a transaction for a qualified financing transaction defined as a
    firm commitment underwriting of $10,000,000 or more.
	 	 	 	 
	 	(d)	 	Additional
    Payments. At the later to occur of (A) the three year anniversary of the Closing and (B) the date that the common stock of Buyer
    (the “Common Stock”) is (x) is listed on a national securities exchange and (y) has an average daily trading volume over
    the prior thirty Trading Days (as defined below) of at least 100,000 shares of Common Stock (the date of the satisfaction of the
    conditions in both clause (A) and clause (B), the “Trigger Date”), then Seller shall have the right to receive from Buyer,
    at the Buyer’s option, either (1) the sum of $500,000 (the “Additional Payment”), payable in cash via wire transfer
    to an account designated by Seller to be paid within ten business days of the Trigger Date; or (2) a number of shares of Common Stock
    equal to the Additional Payment divided by the volume weighted average Closing Sale Price (as defined below) for the Common Stock
    over the thirty Trading Days immediately prior to the Trigger Date, to be delivered by Buyer within ten business days of the Trigger
    Date. Notwithstanding the forgoing, the Additional Payment (as detailed above), to the extent not already paid, shall be due and
    payable within ten business days of a Buyer Sale (as defined below) occurring, and, for the avoidance of doubt, shall be payable
    in cash or shares of Common Stock, at the option of Buyer, as set forth above. 



 



     


     


    

 


	 	(e)	 	Vesting.
    The rights of Seller to receive the payments set forth in Section 12(a), Section 12(b), Section 12(c) and Section 12(d) shall vest
    as follows (but, for the avoidance of doubt, the making of any such payments shall remain subject to the conditions set forth in
    Section 12(a), Section 12(b), Section 12(c) and Section 12(d), as applicable):


 


	 	 	 	(i)	 	Seller
    shall vest in one third of such payments (i.e., 3.33% out of the total 10% payable pursuant to Section 12(a), Section 12(b) or Section
    12(c), and 33(1/3%) of the Additional Payment pursuant to Section 12(d), whether paid in cash or shares of Common Stock) on the first
    anniversary of the Closing Date.
	 	 	 	 	 	 
	 	 	 	(ii)	 	Seller
    shall vest in the remaining two thirds of such payments ratably each month of the twenty four months following the first anniversary
    of the Closing Date (i.e., 0.2777% per month out of the total 10% payable pursuant to Section 12(a), Section 12(b) or Section 12(c),
    and 2.777% per month of the Additional Payment pursuant to Section 12(d), whether paid in cash or shares of Common Stock), commencing
    with the first monthly anniversary of the Closing Date, such that Seller is fully vested in the payments pursuant to Section 12(a),
    Section 12(b), Section 12(c) and Section 12(d) on the third anniversary of the Closing Date. 
	 	 	 	 	 	 
	 	 	 	(iii)	 	In
    the event that Seller’s employment with Buyer is terminated (i) by Buyer pursuant to Section 5(a) of the Employment Agreement
    (i.e., termination for Cause (as defined in the Employment Agreement), or (ii) by Seller pursuant to Section 5(c) of the Employment
    Agreement without Good Reason (as defined in the Employment Agreement), then Seller shall forfeit the right to receive any of the
    payments set forth in Section 12(a), Section 12(b), Section 12(c) and Section 12(d) to the extent not vested as of the time of the
    date of termination of Seller’s employment with Buyer.
	 	 	 	 	 	 
	 	 	 	(iv)	 	In
    the event that Seller’s employment with Buyer is terminated (i) by Buyer pursuant to Section 5(b) of the Employment Agreement
    (i.e., termination without Cause), or (ii) by Seller pursuant to Section 5(c) of the Employment Agreement with Good Reason, then
    Seller shall immediately vest in the rights to receive the payments set forth in Section 12(a), Section 12(b), Section 12(c) and
    Section 12(d). 
	 	 	 	 	 	 
	 	 	 	(v)	 	Notwithstanding
    the above, in the case of a Buyer Sale, all unvested payments, to the extent not already forfeited pursuant to Section (12)(e)(iii)
    or 12(e)(iv), shall become fully vested and due.


 




     


     


    

 


	 	(f)	 	Definitions.
    For purposes herein:


 


	 	 	 	(i)	 	“Buyer
    Sale” shall mean any of (i) a tender offer (or series of related offers) shall be made and consummated for the ownership of
    50% or more of the outstanding voting securities of the Buyer, unless as a result of such tender offer more than 50% of the outstanding
    voting securities of the surviving or resulting corporation shall be owned in the aggregate by the stockholders of the Buyer (as
    of the time immediately prior to the commencement of such offer), any employee benefit plan of the Buyer or its subsidiaries, and
    their affiliates; (ii) the Buyer shall be merged or consolidated with another entity, unless as a result of such merger or consolidation
    more than 50% of the outstanding voting securities of the surviving or resulting entity shall be owned in the aggregate by the stockholders
    of the Buyer (as of the time immediately prior to such transaction), any employee benefit plan of the Buyer or its subsidiaries,
    and their affiliates; (iii) the Buyer shall sell substantially all of its assets to another entity that is not wholly owned by the
    Buyer, unless as a result of such sale more than 50% of such assets shall be owned in the aggregate by the stockholders of the Buyer
    (as of the time immediately prior to such transaction), any employee benefit plan of the Buyer or its subsidiaries and their affiliates;
    or (iv) a Person (as defined below) shall acquire 50% or more of the outstanding voting securities of the Buyer (whether directly,
    indirectly, beneficially or of record), unless as a result of such acquisition more than 50% of the outstanding voting securities
    of the surviving or resulting corporation shall be owned in the aggregate by the stockholders of the Buyer (as of the time immediately
    prior to the first acquisition of such securities by such Person), any employee benefit plan of the Buyer or its subsidiaries, and
    their affiliates. For purposes of this Agreement, ownership of voting securities shall take into account and shall include ownership
    as determined by applying the provisions of Rule 13d-3(d)(1)(i) (as in effect on the date hereof) under the Securities Exchange Act
    of 1934, as amended (the “Exchange Act”). In addition, for such purposes, “Person” shall have the meaning
    given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof; provided, however, that a
    Person shall not include (A) the Buyer or any of its subsidiaries; (B) a trustee or other fiduciary holding securities under an employee
    benefit plan of the Buyer or any of its subsidiaries; (C) an underwriter temporarily holding securities pursuant to an offering of
    such securities; or (D) an entity owned, directly or indirectly, by the stockholders of the Buyer in substantially the same proportion
    as their ownership of stock of the Buyer.
	 	 	 	 	 	 
	 	 	 	(ii)	 	“Trading
    Day” means any day on which the Common Stock is listed, quoted and traded on a national securities exchange.
	 	 	 	 	 	 
	 	 	 	(iii)	 	“Closing
    Sale Price” means (i) the last closing trade price for the Common Stock on the primary national securities exchange on which
    the Common Stock is then traded (the “Principal Market”), as reported by www.nasdaq.com (“Nasdaq”), or, if
    the Principal Market begins to operate on an extended hours basis and does not designate the closing trade price, then the last trade
    price of the Common Stock prior to 4:00 p.m., New York time, as reported by Nasdaq, or (ii) if the foregoing does not apply, the
    last trade price of the Common Stock in the over-the-counter market for such security as reported by Nasdaq, or (iii) if no last
    trade price is reported for the Common Stock by Nasdaq, the average of the bid and ask prices of any market makers for the Common
    Stock as reported by the OTC Markets, and provided that if the Closing Sale Price cannot be calculated for the Common Stock on a
    particular date on any of the foregoing bases, the Closing Sale Price of the Common Stock on such date shall be the fair market value
    as reasonably determined by the Board of Directors of the Buyer, and provided further that all such determinations to be appropriately
    adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.


 


	13.	Employment/Consulting
    and Officer/Director Positions. Other than as set forth in the Employment Agreement, Seller shall not have a right to employment
    with Buyer or the Designated Subsidiary as an employee or an independent contractor or a right to serve as an officer or director
    of the Buyer or Designated Subsidiary. 


 




     


     


    

 


	14.	Miscellaneous.


 


	 	(a)	 	Governing
    Law. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto
    and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of
    the State of New York, without giving effect to principles of conflicts of law. 
	 	 	 	 
	 	(b)	 	Jurisdiction.
    Any legal action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby may only
    be instituted in any state or federal court in the State of New York and each party waives any objection which such party may now
    or hereafter have to the laying of the venue of any such action, suit or proceeding, and irrevocably submits to the jurisdiction
    of any such court in any such action, suit or proceeding. 
	 	 	 	 
	 	(c)	 	WAIVER
    OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
    TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
    HEREIN (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY
    OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
    ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
    BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 14(c).
	 	 	 	 
	 	(d)	 	Entire
    Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein
    and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating
    to the subject matter hereof.
	 	 	 	 
	 	(e)	 	Amendments
    and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective
    unless in writing signed by the parties to this Agreement. No delay or failure to require performance of any provision of this Agreement
    shall constitute a waiver of that provision as to that or any other instance.
	 	 	 	 
	 	(f)	 	Successors
    and Assigns. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder,
    will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal
    representatives. The Buyer and Designated Subsidiary may assign any of its rights and obligations under this Agreement. No other
    party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement,
    except with the prior written consent of the Buyer and Designated Subsidiary.
	 	 	 	 
	 	(g)	 	Notices.
    Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient
    when delivered personally or by overnight courier or sent by email with return receipt requested and received, or 48 hours after
    being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such
    party’s address as set forth on the signature page, as subsequently modified by written notice, or if no address is specified
    on the signature page, at the most recent address set forth in the Designated Subsidiary’s books and records.



 



     


     


    

 


	 	(h)	 	Severability.
    If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such
    provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision,
    then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such
    provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.
	 	 	 	 
	 	(i)	 	Construction.
    This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel,
    if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed
    in favor of or against any one of the parties hereto.
	 	 	 	 
	 	(j)	 	Counterparts.
    This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original,
    and all of which together shall constitute one and the same agreement. The execution and delivery of a facsimile or other electronic
    transmission of this agreement shall constitute delivery of an executed original and shall be binding upon the person whose signature
    appears on the transmitted copy.


 


[Signature
Page Follows]


 




     


     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.


 


	 	 BUYER:
	 	 THE GLIMPSE GROUP, INC.
	 	 	 
	 	By:
    	 /s/ Lyron Bentovim 
	 	Name:	Lyron
    Bentovim
	 	Title:
    	President
    & CEO
	 	 	 
	 	Address for Notices:
	 	 
	 	THE GLIMPSE GROUP, INC.
	 	Attn.: Chief Executive Officer
	 	800 Third Avenue, Suite 1701 
	 	New York, NY 10022
	 	Email: lyron@theglimpsegroup.com 
	 	 
	 	 DESIGNATED SUBSIDIARY:
	 	
	 	LocateAR
	 	 	 
	 	By:
    	 /s/ Lyron Bentovim 
	 	Name:	Lyron
    Bentovim
	 	Title:
    	President
	 	 	 
	 	THE GLIMPSE GROUP, INC.
	 	Attn.: Chief Executive Officer
	 	800 Third Avenue, Suite 1701 
	 	New York, NY 10022
	 	Email: lyron@theglimpsegroup.com 
	 	 
	 	 DESIGNATED SUBSIDIARY:
	 	 
	 	PresentAR
	 	 	 
	 	By:
    	 /s/ Lyron
    Bentovim 
	 	Name:	Lyron
    Bentovim
	 	Title:
    	President
	 	 	 
	 	THE GLIMPSE GROUP, INC.
	 	Attn.: Chief Executive Officer
	 	800 Third Avenue, Suite 1701 
	 	New York, NY 10022
	 	Email: lyron@theglimpsegroup.com 
	 	 
	 	SELLER:
	 	By:
    	 /s/ Liron Lerman 
	 	Name:	Liron
    Lerman
	 	 	 
	 	Address
    for Notices:
	 	Liron
    Lerman
	 	1050
    George Street, Apt 15J
	 	New
    Brunswick, NJ, 08901
	 	Email:
    liron@lerman.me



 



     


     


    




 


EXHIBIT
A


 


DETAILED
DESCRITPION OF TECHNOLOGY OF SELLER


 


LocateAR
is an Augmented Reality geolocation platform that enables rapid development of location based AR experiences apps for businesses.
The platform consists of several components that include: geolocation, augmented reality, cloud based content delivery, moderation portals
(for chat rooms, comments, etc.), admins backend control and business analytics. Once the platform produces an app, admins can constantly
add/adjust new content and locations while tracking the user’s behaviors to optimize the experience. Admins can also push notifications
based on the users’ locations to increase business sales based on user demographics extracted from google analytics (age/gender).
The developed apps will be made available on all operating systems with the upcoming wearable computers revolution in mind. From the
user standpoint, the app is going to be a toggle system for various AR experiences while walking down the street. Users can select whether
they want to view AR experiences of restaurants, real estate, tourist sites, business promotions, and user comments.


 


PresentAR
is a disruptive consumer-centric Augmented Reality presentation design app that transforms how users create and engage with presentations.
It enables users to create AR presentations without expensive development costs or extensive programming skills. Using PresentAR, users
create a “slide-based” presentation to project their presentation in AR space, enabling 360 degrees of exploration of their
content. The app contains a number of customizable “prefabs” such as text fields, pictures/video planes, graphs, tables,
basic 3D geometry as well as advanced 3D models that can be dragged onto the scene and customized accordingly. Once the presentation
is ready, presenters can send links and invite other users to view the presentation or make it publicly available. Active presentations
can be joined and synced among the viewing devices so everyone is on the same slide. The app will be made available on any smartphone
or tablet and designed with the upcoming wearable computers revolution in mind.


 




     


     


    




 


EXHIBIT
B


 


FORM
OF BILL OF SALE


 




     


     


    




 


EXHIBIT C


 






FORM
OF EMPLOYMENT AGREEMENT


 




     


     


    




 


EXHIBIT D


 


FORM OF OPTION AGREEMENT


 


























     


     


    




 





Appendix
1


 


Business
Assets



 


PresentAR
app working demo prototype


 


PresentAR
app studies and proof of concept.


 


2x
business plans with design specs.