Exhibit
10.7


 


THE
GLIMPSE GROUP, INC.


 


MarketView
VR, LLC Economic Interests Agreement


 


Dated
as of March 30, 2017


 


This
Economic Interests Agreement (this ‘‘Agreement”)
is made and entered into as of the date set forth above (the “Effective Date”) by and between THE GLIMPSE GROUP, INC. a Nevada
c01·poration (the “Company”), its subsidiary MarketView VR, LLC (the “Subsidiary’’) and Brennan
McTernan (“CTO”), and together the Parties (“Parties”).


 


RECITALS


 


WHEREAS,
the Company is the owner of the Subsidiary, the CTO is an Employee of the Company and the CTO of the Subsidiary;


 


WHEREAS
the Company desires to have the benefit of CTO’s skills and services. and the CTO desires to manage the Subsidiary on the terms
and conditions set forth herein;


 


WHEREAS
Andy Maggio is also an Employee of the. Company, the General Manager of the Subsidiary (the ·’GM”) and has agreed
to and Signed a separate Economic Interests Agreement with the same conditions set forth herein;


 


WHEREAS
the CTO’s relationship with the Company shall continue to be governed by the CTO’s Employment Agreement dated
February 1, 2017 and any following amendments to it (‘‘Employment Agreement”). Nothing herein shall constitute a
change to the Employment Agreement;


 


NOW,
THEREFORE, the Parties agree to as follows:


 


I)
Future Transactions Involving Subsidiary. Subject to the Vesting provisions detailed below, CTO shall have the right to receive
the payments (“Payments”) as set fo11h below:


 


(i)       Sale
of a or Part of Ownership or Assets of Subsidiary. ff there is a sale
of all or part of (i) the ownership of Subsidiary (as a result of newly issued equity of the Subsidiary or the sale of the equity of
Subsidiary held by Company), or (ii) the assets of Subsidiary, resulting in cash, equity or other direct proceeds to the Company, the
CTO shall receive three and one third percent (3.33%) 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 Company receives
cash, stock, warrants, debt or combination of any or each, the CTO will receive three and one third percent (3.33%) of the same type
of consideration received by the Company, net of the fees described above,


 


(ii)       Change
of Control. If the Company’s ownership interest in the Subsidiary
is diluted below fifty percent (50%) of the outstanding equity of the Subsidiary (“Change of Control”) as a result of one
or a series of transactions resulting in investment proceeds into the Subsidiary, the CTO shall receive three and one third percent (3.33%)
of the outstanding equity in the Subsidiary immediately after the dilutive transaction(s) resulting in the Change of Control.


 


(iii)       Going
Public Transaction. lf a transaction is completed
resulting in the Subsidiary becoming a separate publicly traded entity (via initial public offering, spin-off,
or reverse merger), the CTO shall receive three and one third percent (3.33%) of the outstanding equity in the Subsidiary immediately
prior to the transaction on a fully diluted basis; provided,


 




    	 



     


    

 


however,
that such three and one third percent (3.33%} 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.


 


(iv)       Dividend
Distribution. In the case that a potential future subsidiary of the
Subsidiary is sold (cash and or/equity) and the proceeds are distributed out of Subsidiary to the Company, then the CTO shall receive
three and one third percent (3.33%) of the distributed proceeds.


 


(v)
Vesting.
The rights of CTO to receive the payments set forth in Section 1(d)(i),(ii),(iii) and (iv)
above shall vest or be forfeited as follows:




 


(i)       CTO
shall vest in 1.11% out of the total 3.33% payable pursuant to Section l(d)(i), Section “l(d)(ii), Section l(d)(iii) or Section
l(d)(iv), whether paid in cash or shares of Common Stock, on the first anniversary of the Effective Date.


 


(ii)       CTO
shall vest in the remaining 2.22% out of the total 3.33%payable pursuant to Section l(d)(i), Section l(d)(ii), Section l(d)(iii) or Section
l(d)(iv), ratably each month of the twenty four months following the first anniversary of the Effective
Date (i.e., 0.0925% per month out of the remaining 2.22% payable pursuant to Section·
l(d)(i), Section l(d)(ii). Section l(d)(iii) or Section T(d)(iv), whether paid in cash 01· shares of Common Stock, such that Seller
is fully vested in the payments pursuant to Section l(d)(i), Section l(d)(ii), Section l(d)(iii) or Section l(d)(iv), on the third anniversary
from the Effective Date of this agreement.


 


(iii)       In
the event that: A) Manager’s employment with Company is terminated (i) by Company for Cause, or by CTO without Good Reason (as
defined in below), or 8) CTO breaches any of the representations, warranties or covenants of the
Employment Agreement. then, in any such case, CTO shall forfeit the right to receive any of the payments set forth in Section
l(d)(i), Section l(d)(ii), Section l(d)(iii) or Section l(d)(iv), to the extent not vested as of the time of the date of termination
of employment with Company or the time of the breach or any of the representations, warranties or covenants of CTO set herein, as applicable,


 


For
purposes of this Agreement, the term “Cause” shall mean: (i) an action or omission of the Employee which constitutes a willful
and material breach of or failure or refusal (other than by reason of Employee’s disability) to perform Employee’s
duties under this Agreement which is not cured within fifteen (15) days after receipt by the Employee of written notice of same;
(ii) fraud, embezzlement, misappropriation of funds or breach of trust in connection with
Employee’s services hereunder; (iii) conviction of any crime which involves dishonesty or
a breach of trust; or (iv) gross negligence in connection with the performance of the Employee’s duties hereunder, which is not
cured within fifteen (15) days after written receipt by the Employee of written notice of same. Any termination for Cause shall be made
in writing to the Employee, which notice shall set forth in detail al! acts or omissions upon which the Company is relying fo1’
such termination. The Employee shall have the right to address the Chief Executive Officer regarding the acts set fo1th in the notice
of termination.


 




    	 



     


    

 


For
purposes of this Agreement, “Good Reason” shall mean (i) the assignment to the CTO of any duties inconsistent in any respect
with the Manager’s skills, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith
and which is remedied by the Company promptly after receipt of notice thereof given by the CTO; (ii) any failure by the Company to comply
with any of the provisions of the Employment Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in
bad faith and which is remedied by the Company promptly after receipt of written notice thereof given by the CTO.


 


 (iv) Notwithstanding the above, in the case of: i) the sale of the Company or the Subsidiary, ii) termination of CTO not for Cause, iii) departure of CTO for Good Reason or (iv) secession of the Company as an operating company, then all unvested CTO payments to the extent not already forfeited, -shall become fully vested and due.




 


vi)
Reallocation of Payments. Should the Manager’s or the CTO’s unvested Payments be forfeited for any reason and not
reallocated by the Company, at its sole discretion, then any remaining unvested Payments
shall transfer to the remaining Party, subject to: i) the remaining Party’s vesting schedule and ii) written approval of the Company
of such transfer.


 





lN
WITNESS WHEREOF, the Company and CTO have caused this Agreement to be duly executed as of the Effective Date.


 


	 	COMPANY:	 
	 	 	 
	 	THE GLIMPSE GROUP, INC.
	 	 	 
	 	By,	 /s/ Lyron
    L. Bentovim 
	 	 	 
	 	Name:	Lyron
    L. Bentovim
	 	 	 
	 	Title:	President
    & CEO
	 	 	 
	 	CTO:	Brennan
    McTernan
	 	 	 
	 	By,	 /s/ Brennan
    McTernan 
	 	 	 
	 	Name:	Brennan
    McTernan