Exhibit
10.29


 


SUBSCRIPTION
# ____


 


THE
GLIMPSE GROUP, INC.


 


 






 


SUBSCRIPTION
AGREEMENT


 





 



 





The
Glimpse Group, Inc., a Nevada corporation (the “Company”), in connection with a private offering by the Company (“Offering”)
to raise working capital, is selling up to 1,000,000 shares of its common stock, par value US$0.001 per share (“Common Stock”),
at a per share price of US$1.25, for a total offering amount of US$1,250,000, however the Company reserves the right at its sole discretion
to increase the amount of the Offering up to 2,000,000 shares of Common Stock, at a per share price of US$1.25, for total offering amount
of US$2,500,000 to cover oversubscriptions. The minimum investment amount for a single investor is US$50,000 for 40,000 shares of Common
Stock, subject to adjustment in the Company’s sole discretion.


 


	1.	Subscription
                                            for the Purchase of Shares.



 


The
undersigned (“Subscriber”) hereby irrevocable submits this subscription agreement (the “Subscription Agreement”)
to the Company and subscribes as an accredited investor to purchaseshares of Common Stock (each, a “Share” and,
collectively, the “Shares”) at US$1.25 per Share for a total subscription of US$[] (the “Subscription Price”).
In this regard, the Investor agrees to forward payment in the amount of the Subscription Price either:


 


		(a)	by
wiring payment of the Subscription Price to the account set forth below:



 


[_________]


[_________]


[_________]


[_________]


 


OR


 


		(b)	by
mailing a certified check, payable to the Company, as follows:



 


[________]


[________]


[________]


[________]


 


The
Company’s private offering of Shares is being made to “accredited” investors within the meaning of Rule 501 of Regulation
D promulgated by the Securities Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”).


 


The
undersigned agrees to execute this Subscription Agreement and if by mail, send to the Company. You as an individual or you on behalf
of the subscribing entity are being asked to complete this Subscription Agreement so that a determination can be made as to whether or
not you (it) are qualified to purchase the Shares under applicable federal and state securities laws. Your answers to the questions contained
herein must be true and correct in all respects, and a false representation by you may constitute a violation of law for which a claim
for damages may be made against you.


 


Your
answers will be kept strictly confidential; however, by signing this Subscription Agreement, you will be authorizing the Company to present
a completed copy of this Subscription Agreement to such parties as they may deem appropriate in order to make certain that the offer
and sale of the securities will not result in a violation of the Securities Act or of the securities laws of any state.


 




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All
questions must be answered. If the appropriate answer is “None” or “Not Applicable,” please state so. Please
print or type your answers to all questions and attach additional sheets if necessary to complete your answers to any item. Please initial
any corrections.


 


		2.	Offer
                                            to Purchase. Subscriber hereby irrevocably offers to purchase the Shares and tenders
                                            herewith the total price noted above. Subscriber recognizes and agrees that (i) this subscription
                                            is irrevocable and, if Subscriber is a natural person, shall survive Subscriber’s death,
                                            disability or other incapacity, and (ii) the Company has complete discretion to accept or
                                            to reject this Subscription Agreement in its entirety and shall have no liability for any
                                            rejection of this Subscription Agreement. This Subscription Agreement shall be deemed to
                                            be accepted by the Company only when it is executed by the Company.



 


		3.	Effect
                                            of Acceptance. Subscriber hereby acknowledges and agrees that on the Company’s
                                            acceptance of this Subscription Agreement, it shall become a binding and fully enforceable
                                            agreement between the Company and the Subscriber. As a result, upon acceptance by the Company
                                            of this Subscription Agreement, Subscriber will become the record and beneficial holder of
                                            the Shares and the Company will be entitled to receive the purchase price of the Shares as
                                            specified herein. The minimum investment amount for a single investor is US$50,000 for 40,000
                                            shares of Common Stock, subject to adjustment in the Company’s sole discretion. The
                                            Company reserves the right at its sole discretion to increase the amount of the Offering
                                            up to 2,000,000 shares of Common Stock, at a per share price of US$1.25, for total offering
                                            amount of US$2,500,000 to cover oversubscriptions.



 


		4.	Representation
                                            as to Investor Status.



 


		a)	Accredited
                                            Investor. In order for the Company to sell the Shares (in conformance with state and
                                            federal securities laws), the following information must be obtained regarding Subscriber’s
                                            investor status. Please initial each item applicable to you as an investor
                                            in the Company.



 


 _____(i)
A natural person whose net worth, either individually or jointly with such person’s spouse, at the time of Subscriber’s
purchase, exceeds US$1,000,000;


 


_____(ii)
A natural person who had an individual income in excess of US$200,000, or joint income with that person’s spouse in excess of US$300,000,
in each of the two most recent years and reasonably expects to reach the same income level in the current year;


 


_____(iii)
A bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section
3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity;


 


_____ (iv)
A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”);


 


_____(v)
An insurance company as defined in section 2(13) of the Exchange Act;


 


_____(vi) An investment company registered under the Investment Company Act of 1940 or a business development company as defined in
Section 2(a)(48) of that Act;


 


_____(vii)
A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958;


 


_____(viii)
A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state, or its political
subdivisions for the benefit of its employees, if such plan has total assets in excess of US$5,000,000;


 


_____(ix)
An employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made
by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company,
or registered investment adviser, or if the employee benefit plan has total assets in excess of US$5,000,000 or, if a self-directed plan,
with investment decisions made solely by persons that are accredited investors;


 




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_____
(x) A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;


 


_____(xi)
An organization described in Section 501(c)(3) of the Internal Revenue Code, or a corporation, business trust or partnership, not formed
for the specific purpose of acquiring the Shares, with total assets in excess of US$5,000,000;


 


_____(xii)
A director or executive officer of the Company;


 


_____(xiii)
A trust, with total assets in excess of US$5,000,000, not formed for the specific purpose of acquiring the Shares, whose purchase is
directed by a sophisticated person who has such knowledge and experience in financial and business matters that such person is capable
of evaluating the merits and risks of investing in the Company;


 


_____(n)
An entity in which all of the equity owners qualify under any of the above subparagraphs.


 


_____(o)
Subscriber does not qualify under any of the investor categories set forth in (i) through (xii)


above.


 





		b)	Net
                                            Worth. The term “net worth” means the excess of total assets over total liabilities
                                            (including personal and real property, but excluding the estimated fair market value of a
                                            person’s primary home).



 


		c)	Income.
                                            In determining individual “income,” Subscriber should add to Subscriber’s
                                            individual taxable adjusted gross income (exclusive of any spousal income) any amounts attributable
                                            to tax exempt income received, losses claimed as a limited partner in any limited partnership,
                                            deductions claimed for depletion, contributions to an IRA or Keogh retirement plan, alimony
                                            payments, and any amount by which income from long-term capital gains has been reduced in
                                            arriving at adjusted gross income.



 


		d)	Type
                                            of Subscriber. Indicate the form of entity of Subscriber:



 


	 	[  ]	Individual	[  ]	Limited
    Partnership
	 	[  ]	Corporation	[  ]	General
    Partnership
	 	[  ]	Revocable
    Trust	 	 
	 	[  ]	Other
    Type of Trust (indicate type): 	 	 
	 	[  ]	Other
    (indicate form of organization):	 	 


 


(i)
If Subscriber is not an individual, indicate the approximate date Subscriber entity was formed:_______.


 


(ii)
If Subscriber is not an individual, initial the line below which correctly describes the application of the following
statement to Subscriber’s situation: Subscriber (x) was not organized or reorganized for the specific purpose of acquiring the
Shares and (y) has made investments prior to the date hereof, and each beneficial owner thereof has and will share in the investment
in proportion to his or her ownership interest in Subscriber.


 





If
the “False” box is checked, each person participating in the entity will be required to fill out a Subscription Agreement.


 




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	5.	Additional
                                            Representations and Warranties of Subscriber. Subscriber hereby represents and warrants
                                            to the Company as follows:



 


		a)	Subscriber
                                            has been furnished the Confidential Term Sheet dated [], 2016 relating to the
                                            Company and the Shares (the “Term Sheet”) and, if requested by the Subscriber,
                                            other documents. The Subscriber has carefully read the Term Sheet and any such other requested
                                            documents. Subscriber has been furnished with all documents and materials relating to the
                                            business, finances and operations of the Company and its subsidiaries and information that
                                            Subscriber requested and deemed material to making an informed investment decision regarding
                                            its purchase of the Shares. Subscriber has been afforded the opportunity to review such documents
                                            and materials and the information contained therein. Subscriber has been afforded the opportunity
                                            to ask questions of the Company and its management. Subscriber understands that such discussions,
                                            as well as any written information provided by the Company, were intended to describe the
                                            aspects of the Company’s and its subsidiaries’ business and prospects which the
                                            Company believes to be material, but were not necessarily a thorough or exhaustive description,
                                            and except as expressly set forth in this Subscription Agreement, the Company makes no representation
                                            or warranty with respect to the completeness of such information and makes no representation
                                            or warranty of any kind with respect to any information provided by any entity other than
                                            the Company. Some of such information may include projections as to the future performance
                                            of the Company and its subsidiaries, which projections may not be realized, may be based
                                            on assumptions which may not be correct and may be subject to numerous factors beyond the
                                            Company’s and its subsidiaries’ control. Additionally, Subscriber understands
                                            and represents that he is purchasing the Shares notwithstanding the fact that the Company
                                            and its subsidiaries, if any, may disclose in the future certain material information that
                                            the Subscriber has not received, including the financial results of the Company and its subsidiaries
                                            for their current fiscal quarters. Neither such inquiries nor any other due diligence investigations
                                            conducted by such Subscriber shall modify, amend or affect such Subscriber’s right
                                            to rely on the Company’s representations and warranties, if any, contained in this
                                            Subscription Agreement. Subscriber has sought such accounting, legal and tax advice as it
                                            has considered necessary to make an informed investment decision with respect to its investment
                                            in the Shares. Subscriber has full power and authority to make the representations referred
                                            to herein, to purchase the Shares and to execute and deliver this Subscription Agreement.



 


		b)	Subscriber
                                            has read and understood, and is familiar with, this Subscription Agreement, the Shares and
                                            the business and financial affairs of the Company.



 


		c)	Subscriber,
                                            either personally, or together with his advisors (other than any securities broker/dealers
                                            who may receive compensation from the sale of any of the Shares), has such knowledge and
                                            experience in financial and business matters as to be capable of (i) evaluating the merits
                                            and risks of an investment in the Shares, is able to bear the risks of an investment in the
                                            Shares and understands the risks of, and other considerations relating to, a purchase of
                                            a Share, including the matters set forth under the caption “Risk Factors” in
                                            the Term Sheet and (ii) making an informed investment decision with respect thereto. The
                                            Subscriber and its advisors have had a reasonable opportunity to ask questions of and receive
                                            answers from the Company con- cerning the Shares. Subscriber’s financial condition
                                            is such that Subscriber is able to bear the risk of holding the Shares that Subscriber may
                                            acquire pursuant to this Agreement, for an indefinite period of time, and the risk of loss
                                            of Subscriber’s entire investment in the Company.



 


		d)	Subscriber
                                            has investigated the acquisition of the Shares to the extent Subscriber deemed necessary
                                            or desirable and the Company has provided Subscriber with any reasonable assistance Subscriber
                                            has requested in connection therewith.



 


		e)	The
                                            Shares are being acquired for Subscriber’s own account for investment, with no intention
                                            by Subscriber to distribute or sell any portion thereof within the meaning of the Securities
                                            Act, and will not be transferred by Subscriber in violation of the Securities Act or the
                                            then applicable rules or regulations thereunder. No one other than Subscriber has any interest
                                            in or any right to acquire the Shares. Subscriber understands and acknowledges that the Company
                                            will have no obligation to recognize the ownership, beneficial or otherwise, of the Shares
                                            by anyone but Subscriber.



 




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		f)	No
                                            representations or warranties have been made to Subscriber by the Company, or any representative
                                            of the Company, or any securities broker/dealer, other than as set forth in this Subscription
                                            Agreement.



 


		g)	Subscriber
                                            is aware that Subscriber’s rights to transfer the Shares is restricted by the Securities
                                            Act and applicable state securities laws, and Subscriber will not offer for sale, sell or
                                            otherwise transfer the Shares without registration under the Securities Act and qualification
                                            under the securities laws of all applicable states, unless such sale would be exempt therefrom.



 


		h)	Subscriber
                                            understands and agrees that the Shares it acquires have not been registered under the Securities
                                            Act or any state securities act in reliance on exemptions therefrom and that the Company
                                            has no obligation to register any of the Shares offered by the Company as set forth in this
                                            Subscription Agreement.



 


		i)	The
                                            Subscriber has had an opportunity to ask questions of, and receive answers from, representatives
                                            of the Company concerning the terms and conditions of this investment and all such questions
                                            have been answered to the full satisfaction of the undersigned. Subscriber understands that
                                            no person other than the Company has been authorized to make any representation and if made,
                                            such representation may not be relied on unless it is made in writing and signed by the Company.
                                            The Company has not, however, rendered any investment advice to the undersigned with respect
                                            to the suitability.



 


		j)	Subscriber
                                            understands that the certificates or other instruments representing the Shares (the “Securities”),
                                            shall bear a restrictive legend in substantially the following form (and a stop transfer
                                            order may be placed against transfer of such certificates):



 


THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
OF ANY STATE AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO ANY EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND UNDER APPLICABLE STATE LAW,
THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.


 


		k)	Subscriber
                                            also acknowledges and agrees to the following:



 


		i)	an
                                            investment in the Shares is highly speculative and involves a high degree of risk of loss
                                            of the entire investment in the Company; and



 


		ii)	there
                                            is no assurance that a public market for the will be available and that, as a result, Subscriber
                                            may not be able to liquidate Subscriber’s investment in the Shares should a need arise
                                            to do so.



 


		l)	Subscriber
                                            is not dependent for liquidity on any of the amounts Subscriber is investing in the Shares.



 


		m)	Subscriber’s
                                            address set forth below is his or her correct residence address.



 


		n)	Subscriber
                                            has full power and authority to make the representations referred to herein, to purchase
                                            the Shares and to execute and deliver this Subscription Agreement.



 


		o)	Subscriber
                                            understands that the foregoing representations and warranties are to be relied upon by the
                                            Company as a basis for the exemptions from registration and qualification of the sale of
                                            the Shares under the federal and state securities laws and for other purposes.



 


The
foregoing representations and warranties are true and accurate as of the date hereof and shall survive such date. If any of the above
representations and warranties shall cease to be true and accurate prior to the acceptance of this Subscription Agreement, Subscriber
shall give prompt notice of such fact to the Company by telegram, or facsimile or e-mail, specifying which representations and warranties
are not true and accurate and the reasons therefor.


 




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	6.	Representations
                                            and Warranties Regarding Patriot Act; Anti-Money Laundering; OFAC. The Subscriber should
                                            check the Office of Foreign Assets Control (“OFAC”) website at http://www.treas.gov/ofac
                                            before making the following representations. Subscriber hereby represents and warrants to
                                            the Company as follows:



 


		a)	The
                                            Subscriber represents that (i) no part of the funds used by the Subscriber to acquire the
                                            Shares or to satisfy his/her capital commitment obligations with respect thereto has been,
                                            or shall be, directly or indirectly derived from, or related to, any activity that may contravene
                                            United States federal or state or non-United States laws or regulations, including anti-money
                                            laundering laws and regulations, and (ii) no capital commitment, contribution or payment
                                            to the Company by the Subscriber and no distribution to the Subscriber shall cause the Company
                                            to be in violation of any applicable anti-money laundering laws or regulations including,
                                            without limitation, Title III of the Uniting and Strengthening America by Providing Appropriate
                                            Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 and the
                                            United States Department of the Treasury Office of Foreign Assets Control regulations. The
                                            Subscriber acknowledges and agrees that, notwithstanding anything to the contrary contained
                                            in the Term Sheet or any other agreement, to the extent required by any anti-money laundering
                                            law or regulation, the Company may prohibit capital contributions, restrict distributions
                                            or take any other reasonably necessary or advisable action with respect to the Shares, and
                                            the Subscriber shall have no claim, and shall not pursue any claim, against the Company or
                                            any other person in connection therewith. U.S. federal regulations and executive orders administered
                                            by OFAC prohibit, among other things, the engagement in transactions with, and the provision
                                            of services to, certain foreign countries, territories, entities and individuals. The lists
                                            of OFAC prohibited countries, territories, persons and entities can be found on the OFAC
                                            website at http://www.treas.gov/ofac. In addition, the programs administered by OFAC (the
                                            “OFAC Programs”) prohibit dealing with individuals1 or entities in
                                            certain countries regardless of whether such individuals or entities appear on the OFAC lists.



 


		b)	To
                                            the best of the Subscriber’s knowledge, none of: (1) the Subscriber; (2) any person
                                            controlling or controlled by the Subscriber; (3) if the Subscriber is a privately-held entity,
                                            any person having a beneficial interest in the Subscriber; or (4) any person for whom the
                                            Subscriber is acting as agent or nominee in connection with this investment is a country,
                                            territory, individual or entity named on an OFAC list, or a person or entity prohibited under
                                            the OFAC Programs. Please be advised that the Company may not accept any amounts from a prospective
                                            investor if such prospective investor cannot make the representation set forth in this paragraph.
                                            The Subscriber agrees to promptly notify the Company should the Subscriber become aware of
                                            any change in the information set forth in these representations. The Subscriber understands
                                            and acknowledges that, by law, the Company may be obligated to “freeze the account”
                                            of the Subscriber, either by prohibiting additional subscriptions from the Subscriber, declining
                                            any redemption requests and/or segregating the assets in the account in compliance with governmental
                                            regulations, and any broker may also be required to report such action and to disclose the
                                            Subscriber’s identity to OFAC. The Subscriber further acknowledges that the Company
                                            may, by written notice to the Subscriber, suspend the redemption rights, if any, of the Subscriber
                                            if the Company reasonably deems it necessary to do so to comply with anti-money laundering
                                            regulations applicable to the Company or any Broker or any of the Company’s other service
                                            providers. These individuals include specially designated nationals, specially designated
                                            narcotics traffickers and other parties subject to OFAC sanctions and embargo programs.



 


		c)	To
                                            the best of the Subscriber’s knowledge, none of: (1) the Subscriber; (2) any person
                                            controlling or controlled by the Subscriber; (3) if the Subscriber is a privately-held entity,
                                            any person having a beneficial interest in the Subscriber; or (4) any person for whom the
                                            Subscriber is acting as agent or nominee in connection with this investment is a senior foreign political figure2, or any
immediate family3 member or close associate4 of a senior foreign political figure, as such terms are defined
in the footnotes below.



  


 












1
These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject
to OFAC sanctions and embargo programs.


 




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		d)	If
                                            the Subscriber is affiliated with a non-U.S. banking institution (a “Foreign Bank”),
                                            or if the Subscriber receives deposits from, makes payments on behalf of, or handles other
                                            financial transactions related to a Foreign Bank, the Subscriber represents and warrants
                                            to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic
                                            address, in a country in which the Foreign Bank is authorized to conduct banking activities;
                                            (2) the Foreign Bank maintains operating records related to its banking activities;(3) the
                                            Foreign Bank is subject to inspection by the banking authority that licensed the Foreign
                                            Bank to conduct banking activities; and (4) the Foreign Bank does not provide banking services
                                            to any other Foreign Bank that does not have a physical presence in any country and that
                                            is not a regulated affiliate.



 


		e)	The
                                            Subscriber acknowledges that, to the extent applicable, the Company will seek to comply with
                                            the Foreign Account Tax Compliance Act provisions of the U.S. Internal Revenue Code and any
                                            rules, regulations, forms, instructions or other guidance issued in connection therewith
                                            (the “FATCA Provisions”). In furtherance of these efforts, the Subscriber agrees
                                            to promptly deliver any additional documentation or information, and updates thereto as applicable,
                                            which the Company may request in order to comply with the FATCA Provisions. The Subscriber
                                            acknowledges and agrees that, notwithstanding anything to the contrary contained in the Term
                                            Sheet, any side letter or any other agreement, the failure to promptly comply with such requests,
                                            or to provide such additional information, may result in the withholding of amounts with
                                            respect to, or other limitations on, distributions made to the Subscriber and such other
                                            reasonably necessary or advisable action by the Company with respect to the Shares (including,
                                            without limitation, required withdrawal), and the Subscriber shall have no claim, and shall
                                            not pursue any claim, against the Company or any other person in connection therewith



 


ANTI
MONEY LAUNDERING REQUIREMENTS


 


 









2
A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative,
military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party,
or a senior executive of a foreign government-owned corporation. In addition, a “senior foreign political figure” includes
any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.


 


3
“Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse,
children and in-laws.


 


4
A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an
unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial
domestic and international financial transactions on behalf of the senior foreign political figure.


 




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	The
    USA PATRIOT Act	 	What
    is money laundering?	 	How
    big is the problem and why is it important?
	The
    USA PATRIOT Act is designed to detect, deter, and punish terrorists in the United States and abroad. The Act imposes new anti- money
    laundering requirements on brokerage firms and financial institutions. Since April 24, 2002, all brokerage firms have been required
    to have new, comprehensive anti-money laundering programs.

    To
    help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement
    the USA PATRIOT Act.
	 	Money
    laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities.

    Money
    laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering,
    and terrorism.
	 	The
    use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial markets. According
    to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at US$1 trillion a year.


 


	What are we required to do to eliminate money laundering?
	Under
    new rules required by the USA PATRIOT Act, our anti-money laundering program must designate a special compliance officer, set up
    employee training, conduct independent audits, and establish policies and procedures to detect

    and
    report suspicious transaction and ensure compliance with the new laws.
	 	As
    part of our required program, we may ask you to provide various identification documents or other information. Until you provide
    the information or documents we need, we may not be able to effect any transactions for you.


 


The
foregoing representations and warranties are true and accurate as of the date hereof and shall survive such date. If any of the above
representations and warranties shall cease to be true and accurate prior to the acceptance of this Subscription Agreement, Subscriber
shall give prompt notice of such fact to the Company by telegram, or facsimile or e-mail, specifying which representations and warranties
are not true and accurate and the reasons therefor.


 


	7.	Indemnification.
                                            Subscriber acknowledges that Subscriber understands the meaning and legal consequences
                                            of the representations and warranties made by Subscriber herein, and that the Company is
                                            relying on such representations and warranties in making the determination to accept or reject
                                            this Subscription Agreement. Subscriber hereby agrees to indemnify and hold harmless the
                                            Company and each employee and agent thereof from and against any and all losses, damages
                                            or liabilities due to or arising out of a breach of any representation or warranty of Subscriber
                                            contained in this Subscription Agreement.



 


	8.	Transferability.
                                            Subscriber agrees not to transfer or assign this Subscription Agreement, or any interest
                                            herein, and further agrees that the assignment and transferability of the Shares acquired
                                            pursuant hereto shall be made only in accordance with applicable federal and state securities
                                            laws.



 


	9.	Termination
                                            of Agreement; Return of Funds. In the event that, for any reason, this Subscription Agreement
                                            is rejected in its entirety by the Company, this Subscription Agreement shall be null and
                                            void and of no further force and effect, and no party shall have any rights against any other
                                            party hereunder. In the event that the Company rejects this Subscription Agreement, the Company
                                            shall promptly return or cause to be returned to Subscriber any money tendered hereunder
                                            without interest or deduction.



 




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	10.	Notices.
                                            All notices or other communications given or made hereunder shall be in writing and shall
                                            be delivered or mailed by registered or certified mail, return receipt requested, postage
                                            prepaid, or delivered by, facsimile or e-mail to Subscriber at the address set forth below
                                            and to the Company at the address set forth on the first page of this Agreement, or at such
                                            other place as the Company may designate by written notice to Subscriber.



 


	11.	Amendments.
                                            Neither this Subscription Agreement nor any term hereof may be changed, waived, discharged
                                            or terminated except in a writing signed by Subscriber and the Company.



 


	12.	Governing
                                            Law. This Subscription Agreement and all amendments hereto shall be governed by and construed
                                            in accordance with the laws of the State of Nevada, without application of the conflicts
                                            of laws provisions thereof.



 


	13.	Headings.
                                            The headings in this Subscription Agreement are for convenience of reference, and shall
                                            not by themselves determine the meaning of this Subscription Agreement or of any part hereof.



 


	14.	Counterparts.
                                            This Subscription Agreement may be executed in any number of counterparts with the same
                                            force and effect as if all parties had executed the same document. The execution and delivery
                                            of a facsimile or other electronic transmission of this Subscription Agreement shall constitute
                                            delivery of an executed original and shall be binding upon the person whose signature appears
                                            on the transmitted copy.



 


	15.	Continuing
                                            Obligation of Subscriber to Confirm Investor Status. Upon the request of the Company
                                            and for as long as the Subscriber holds Shares or other securities in the Company, the Subscriber
                                            shall confirm Subscriber’s investor status as an “Accredited Investor”,
                                            as defined by the Securities and Exchange Commission at the time of such request. In connection
                                            therewith, the Company shall deliver to the Subscriber a questionnaire that elicits the necessary
                                            information to determine the Subscriber’s investor status. Upon receipt of the questionnaire,
                                            the Subscriber shall: (i) complete it, (ii) execute the signature page therein, and (iii)
                                            return it to the Company, or its designee, in accordance with the instructions therein, no
                                            later than ten (10) days after receipt of the questionnaire.



 


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INDIVIDUALS


 


In
witness whereof, the parties hereto have executed this Agreement as of the dates set forth below.


 


Dated:
[____________], 2016.


 


	 	Signature(s):	
	 	 	 
	 	 	 
	 	 	 
	 	Name
    (Please Print):	
	 	 	 
	 	Residence
    Address:	
	 	 	 
	 	 	 
	 	 	 
	 	Phone
    Number:	(
    _____) _________-___________________
	 	 	 
	 	Cellular
    Number:	(_____
    )__________-___________________ 
	 	 	 
	 	Social
    Security Number:	
	 	 	
	 	 	 
	 	Email
    address:	_________________@______________________________________
	 	 	 


 


	 	ACCEPTANCE
	 	 
		
	 	The Glimpse Group, Inc., a Nevada corporation
	 	 	 
	Date:
    , 2016.	 	 
	 	 	 
	 	By:	 
	 	[Name]	 
	 	[Title]	 



 



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CORPORATIONS,
PARTNERSHIPS, TRUSTS OR OTHER ENTITIES


 


In
witness whereof, the parties hereto have executed this Agreement as of the dates set forth below.


 





Dated: _____________, 2016.



 


	 	Name
    of Purchaser (Please Print):	 	
	 	 	 	 
	 	By:	 	
	 	 	 	 
	 	Name
    (Please Print):	 	
	 	 	 	 
	 	Title	 	
	 	 	 	 
	 	Address:	 	
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	Phone
    Number:	 	(
    ___________) __________-_______________
	 	 	 	 
	 	Cellular
    Number:	 	(
    ___________)___________-_______________ 
	 	 	 	 
	 	Taxpayer
    ID Number:	 	
	 	 	 	 
	 	Email
    address:	 	____________________@_______________________________


 


	 	ACCEPTANCE
	 	 
	 	The
    Glimpse Group, Inc., a Nevada corporation
	 	 	 
	Date:
    , 2016.	 	 
	 	 	 
	 	By:	 
	 	[Name]	 
	 	[Title]	 


 




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