Exhibit
10.8


 


THE
GLIMPSE GROUP, INC.


 


MASTER
ACQUISITION AGREEMENT


 


THIS
MASTER ACQUISITION AGREEMENT (this “Agreement”), dated as of April 1, 2018 (the “Effective Date”), is among THE
GLIMPSE GROUP, INC., a Nevada corporation (the “Buyer”), Early Adopter, LLC a Nevada limited liability company and a direct,
wholly owned subsidiary of Buyer (“Designated Subsidiary”), Early Adopter, a Kansas limited liability company (the “Seller”),
and Jay Van Buren, Lynn Van Buren, Marjorie Van Buren, Valerie Eakes-Kann, Joe Unander, and Christopher Gaughan (collectively the “Owners”
and each an “Owner”).


 


RECITALS


 


WHEREAS,
prior to the Effective Date, the Seller has developed certain augmented reality and web design technologies, intellectual property and
customer relationships; the Seller has significant web design, information technology (IT) and Augmented Reality (AR) capabilities and
experience; in addition to its traditional web design and IT business, it has developed AR products and technologies (including but not
limited to, the ChronoQuest AR application), which relate to the Designated Subsidiary’s actual and proposed business of offering
of AR software, services and solutions, primarily targeting the Education
segment (the “Business”); and


 


WHEREAS,
Owners are the owners of 100% of the Seller; and


 


WHEREAS,
the Buyer through its Designated Subsidiary desires to acquire from the Seller, and the Seller and Owners desire to sell, transfer and
assign its technology, intellectual property, customer relationships and other related assets 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,
    websites, 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 detailed in Appendix I.
	 	 	 
	 	(c)	“Derivative”
    means: (i) any derivative work of the Technology (as defined in Section 101 of the
    US, 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.


 




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	 	(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. As detailed in Exhibit A of this
    Agreement.
	 	 	 
	 	(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, at the Closing, Buyer shall pay to Seller the following (the “Purchase Price”):


 


	 	(i)	Initial
    Issuance: Seller shall be issued $40,000 in Buyer’s Common Stock (12,308 shares). The Buyer shall issue the shares directly
    to the underlying Owners, on a pro-rata basis, as detailed in Appendix II.
	 	 	 
	 	(ii)	2018
    Performance Issuance: The Seller shall be entitled to be issued Buyer Common Shares based on the following formula:


 


	 	●	[1/3
    X 2018 Designated Subsidiary Revenues] / 3.25 – [12,308 Common Shares previously issued]


 




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These
shares will be issued by January 15, 2019, subject to Jay Van Buren being the General Manager of the Designated Subsidiary (or otherwise
employed or contracted with the Buyer) on January 1, 2019. In the event that Jay Van Buren dies or his engagement with the Buyer terminated
by the Buyer without Cause (as defined in the applicable Employment Agreement or Consulting Agreement), then remaining Owners shall continue
to be eligible for 2018 Performance Issuance for as long as the Designated Subsidiary continues to operate as a going concern of the
Company.


 


	 	(iii)	2019
    Performance Issuance: The Seller shall be entitled to be issued Buyer Common Shares based on the following formula:


 


	 	●	[1/3
    X 2019 Designated Subsidiary Revenues] / 3.25 


 


These
shares will be issued by January 15, 2020, subject to Jay Van Buren being the General Manager of the Designated Subsidiary (or otherwise
employed or contracted with the Buyer) on January 1, 2020. In the event that Jay Van Buren dies or his engagement with the Buyer terminated
by the Buyer without Cause (as defined in the applicable Employment Agreement or Consulting Agreement), then remaining Owners shall continue
to be eligible for 2019 Performance Issuance for as long as the Designated Subsidiary continues to operate as a going concern of the
Company.


 


	 	(iv)	2020
    Performance Issuance: The Seller shall be entitled to be issued Buyer Common Shares based on the following formula:


 


	 	●	[1/3
    X 2020 Designated Subsidiary Revenues] / 3.25 


 


These
shares will be issued by January 15, 2021, subject to Jay Van Buren being the General Manager of the Designated Subsidiary (or otherwise
employed or contracted with the Buyer) on January 1, 2021. In the event that Jay Van Buren or his engagement with the Buyer terminated
by the Buyer without Cause (as defined in the applicable Employment Agreement or Consulting Agreement), then remaining Owners shall continue
to be eligible for 2020 Performance Issuance for as long as the Designated Subsidiary continues to operate as a going concern of the
Company.


 


	 	(v)	Issuances
    from Items 2 (b) (i-iv) shall not exceed $1,000,000 in aggregate market value.


 


	 	●	If
    the $1,000,000 aggregate threshold is achieved, then the Owners shall receive an additional onetime Buyer Common Stock grant that
    will equal: [50% of 2020 Designated Subsidiary Profits/the Buyer Stock Price as of 1/1/2021].
	 	 	 
	 	●	Profits
    will be based on amounts invoiced to clients’ minus expenses incurred as part of the invoiced work. Expenses will include approved
    expenses, contract workers and costs of any full-time employees.


 


	 	(vi)	In
    addition, pursuant to the terms and conditions herein, in return for the covenants and agreements of Owners herein, provided that
    the Closing occurs, the Owners shall be entitled to receive the payments as set forth in Section 12.


 




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	 	(c)	The
    Seller and Owners hereby appoint the Designated Subsidiary the attorney-in-fact of the Seller and Owners, with full power of substitution
    on behalf of the Seller and Owners 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 and Owners, 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
    and Owners hereby declare that the appointment made and powers granted hereby are coupled with an interest and shall be irrevocable
    by the Seller or Owners.
	 	 	 
	 	(d)	The
    Seller and Owners hereby agree that the Seller and the Owners and their respective 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 or and Owners, as applicable.


 


	 	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 April 1, 2018 or at such time, date or place as the Seller and the Buyer may mutually agree in writing
    (the date of such Closing, the “Closing Date”).
	 	 	 
	 	(b)	At
    the Closing:


 


	 	(i)	The
    Owners shall deliver to the Buyer a duly executed copy of each agreements, in the form as attached hereto as Exhibit C, of (i) a
    consulting agreement with Jay Van Buren (the “Van Buren Consulting Agreement”), (ii) an employment agreement between
    Buyer and Chris Gaughan (the “Gaughan Employment Agreement”), (iii) an Employment Agreement between Buyer and Joe Unander
    (the “Unander Employment Agreement”), and (iv) an Employment Agreement between Buyer and Valerie Eakes-Kann (the “Eakes-Kann
    Employment Agreement”), 
	 	 	 
	 	(ii)	The
    Owners shall deliver to the Buyer a duly executed copy of each agreements, in the form as attached hereto as Exhibit D, of (i) an
    Option Agreement in the form as attached hereto as Exhibit D (the “Option Agreement”) between the Buyer and Van Buren
    (the Van Buren “Option Agreement”), (ii) an Option Agreement between Buyer and Gaughan (the “Gaughan Option Agreement”),
    (iii) an Option Agreement between Buyer and Unander (the “Unander Option Agreement”), and (iv) an Option Agreement between
    Buyer and Eakes-Kann (the “Eakes-Kann Option Agreement”).
	 	 	 
	 	(iii)	The
    Buyer shall deliver to the Owners duly executed copies of each of documents listed in this Section 3(a) and 3(b).
	 	 	 
	 	(iv)	The
    Seller and Owners shall deliver to Designated Subsidiary a duly executed copy of the Bill of Sale, in the form as attached hereto
    as Exhibit D.


 




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	 	(c)	By
    April 30, 2018 (the “Termination Date”):


 


	 	(i)	The
    Seller shall provide the Designated Subsidiary with written confirmation from Sarah Perry-Stout stating her agreement to continue
    her hourly relationship with the Designated Subsidiary and at her existing economic terms.
	 	 	 
	 	(ii)	The
    Seller shall assign and transfer all existing customer relationships and contracts to the Designated Subsidiary and receive written
    confirmation of the assignment and transfer from any such customer.
	 	 	 
	 	(iii)	The
    Seller shall assign and transfer its relationship and any contracts it may have with Hamilton Buhl to the Designated Subsidiary and
    receive written confirmation of such assignment and transfer from Hamilton Buhl.
	 	 	 
	 	(iv)	The
    Seller shall transfer its ownership in Membit stock options to the Designated Subsidiary.
	 	 	 
	 	(v)	Buyer
    shall receive Board of Directors approval for the transaction.
	 	 	 
	 	(vi)	Buyer
    shall formally establish Early Adopter, LLC a Nevada limited liability company
	 	 	 
	 	(vii)	Buyer
    shall issue the Purchase Price to Seller.


 


	 	4.	Representations
    and Warranties.


 


	 	(a)	Representations
    and Warranties of Seller and Owners. As an inducement to, and to obtain the reliance of the Buyer and the Designated Subsidiary,
    the Seller and the Owners, jointly and severally, represent and warrant 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 and Owners further
    represent and warrant 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 Owner or any school, university or other institution any Owner attended, if any, and that
    neither Seller nor any Owner is aware of any claims by any third party to any rights of any kind in or to any of the Assigned Assets.
    The Seller and the Owners each agree to immediately notify the Buyer and Designated Subsidiary upon becoming aware of any such claims.
	 	 	 
	 	(ii)	Authorization;
    Enforcement: Validity. Each of the Seller and each Owner have 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 and the Owners, as applicable. This Agreement has
    been, and each other Transaction Document shall be on the Closing Date, duly executed and delivered by the Seller and the Owner(s),
    as applicable, and this Agreement constitutes, and each other Transaction Document upon its execution by Seller and Owner(s), as
    applicable, shall constitute the valid and binding obligations of Seller and Owner(s), as applicable, enforceable against Seller
    and Owners 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.


 




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	 	(iii)	Ownership.
    Owners holds of record, own beneficially and have good title to the 100% of the Equity Interests (as defined below) of Seller free
    and clear of Liens (as defined below), claims, demands and restrictions on transfer or voting (other than any restrictions under
    the Securities Act of 1933 as amended, and applicable state securities laws). No Owner is a party to any option, warrant, purchase
    right, or other contract or commitment that limits any Owner’s ownership or authority of any of the Equity Interests of Seller,
    and is not a party to any voting trusts, proxies, or other agreements or understandings with respect to the voting of any Equity
    Interests of the Seller. “Equity Interests” means (i) with respect to a corporation, any and all shares, interests, participations
    in or other equivalents (however designated) of capital stock, including all common stock and preferred stock, or warrants, options
    or other rights to acquire any of the foregoing, and (ii) with respect to a partnership, limited liability company or similar entity,
    any and all units, interests, rights to purchase, warrants, options or other equivalents of, or other ownership interests in, any
    such entity. “Lien” means any mortgage, pledge, hypothecation, lien (statutory or otherwise), preference, priority, security
    agreement, easement, covenant, restriction or other encumbrance of any kind or nature whatsoever (including any conditional sale
    or other title retention agreement and any lease having substantially the same effect as any of the foregoing and any assignment
    or deposit arrangement in the nature of a security device).


 


	 	(b)	Representations
    and Warranties of Buyer and Designated Subsidiary. As an inducement to, and to obtain the reliance of the Seller and Owners,
    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.


 




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	 	(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 and Owners 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
    and Owners 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 and Owners 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 and Owners each agree that from time to time, whether before, at or after the Closing, Seller and Owners 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.


 




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	 	(c)	Non-Compete.


 


	 	(i)	Providing
    that the Closing occurs, then as of the Closing date and for a period of three (3) years thereafter (such applicable period, the
    “Non-Competition Period”), then Jay Van Buren and Valerie Eakes-Kann shall not, either directly or indirectly, for their
    self or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity
    (each, a “Person”):


 


	 	●	Employ,
    solicit or recruit to leave the Buyer’s employ any employee, agent, or contract worker of the Buyer with whom Owner had any
    contact during the course of Employee’s employment with the Company; or
	 	 	 
	 	●	Engage
    in or otherwise carry on, directly or indirectly (either as principal, agent, employee, contractor or employer) in any Competitive
    Business. 


 


	 	(ii)	For
    purposes of this Agreement, “Competitive Business” shall mean: any activities in which, at the time of the cessation
    of Owner’s employment or consulting engagement, the Buyer or any of its subsidiaries, are: i) engaged in or ii) are developing
    plans to be engaged in or (iii) entities that are a customer, vendor, partner or beta-site of the Buyer. Notwithstanding, Membit,
    a social media related AR company managed by Jay Van Buren, “It’s coming”, an AR game and “Tip Jar/ Nuns
    v. Sandwitches” a mobile consumer game, shall not be considered a Competitive Business.
	 	 	 
	 	(iii)	References
    to the “Business of the Buyer” shall mean the actual or expected business of the Buyer during the Non-Competition Period.
	 	 	 
	 	(iv)	The
    “geographic area” applicable to this Section 5(c) is worldwide. Jay Van Buren and Valerie Eakes-Kann agree that, due
    to the multi-jurisdictional nature of the businesses of the Buyer or any of its subsidiaries, 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.
	 	 	 
	 	(v)	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.
	 	 	 
	 	(vi)	Jay
    Van Buren and Valerie Eakes-Kann have carefully read and considered the provisions of this Section 5(c)
    and, having done so, agree that the restrictive covenants in this Section 5(c) impose
    a fair and reasonable restraint on Seller and Owners and are reasonably required
    to protect the interests of the Buyer and its officers, directors, employees, and
    stockholders.


 




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	 	(vii)	Notwithstanding
    the forgoing, in the event that Jay Van Buren and Valerie Eakes-Kann employment or engagement with the Buyer is terminated by the
    Buyer pursuant to the applicable Employment Agreement or Consulting 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 Designated Subsidiary at the time of termination.


 


	 	6.	Conditions
    Precedent to Seller’s and Owners’ Obligations to Close. 


 


	 	(a)	The
    obligations of the Seller and Owners 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 or Owners may waive in writing:


 


	 	(i)	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.
	 	 	 
	 	(ii)	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, as detailed in Section 3(b) and 3(c).
	 	 	 
	 	(iii)	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.
	 	 	 
	 	(iv)	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. 


 


	 	(a)	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:


 


	 	(i)	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. 
	 	 	 
	 	(v)	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 and
    Owners, thereby completing the assignment of the Assigned Assets to the Designated Subsidiary and the delivery of all Closing items
    by the Seller, as detailed in Section 3(b) and 3(c).


 




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	 	(ii)	Compliance
    and Performance. The Seller and Owners shall each 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.
	 	 	 
	 	(iii)	Accuracy
    of Representations and Warranties. The representations and warranties of the Seller and Owners 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 Owners and a duly
    authorized executive officer of the Seller, and dated the Closing Date, to the foregoing effect.
	 	 	 
	 	(iv)	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 and Owners (acting together) 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 or any Owner’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.


 


	 	(i)	In
    case of termination of the Agreement by Buyer by the Termination Date, Seller and Owners agree to reimburse the Buyer in full for
    any cash expenditures Buyer had from the Closing Date to the Termination Date relating to the operations of the Designated Subsidiary
    (salaries, consulting fees, credit card payment, legal fees, etc.) and any equity issued to the Seller and Owners shall be returned
    to the Buyer or canceled.


 


	 	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



     


    

 


	 	10.	Indemnification
    and 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. Liability shall not exceed the aggregate
    Purchase Price, as detailed in Section 2(b) and for a period of two years from the Effective Date.
	 	 	 
	 	(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. Add 1 year cap.


 


	 	11.	Post-Transaction
    Restrictions.


 


	 	(a)	No-Conflict.
    The Seller and Owners each hereby represent and warrant to the Designated Subsidiary that neither of them is a party to any written
    or oral agreement with any third party that would restrict either of Seller’s or any Owner’s ability to enter into this
    Agreement or to perform the Seller’s or any Owner’s obligations hereunder and that the Seller and Owners 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. Owners expressly agree and acknowledge that the post-transaction restrictions contained in
    this Agreement and the respective Employment Agreements do not preclude any Owner from earning a livelihood, nor do they unreasonably
    impose limitations on such Owner’s ability to earn a living. Each Owner 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 the applicable
    Owner 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(d), provided that the Closing occurs, Seller shall have the right to receive the payments set
forth in Section 12(a), Section 12(b) and Section 12(c).


 


	 	(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, then the Seller shall receive ten (10) percent 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, then the Seller will receive 10% of
    the same type of consideration received by the Buyer net of the fees described above. The Buyer shall be authorized to disperse the
    Seller proceeds directly to the underlying Owners, on a pro-rata basis, as detailed in Appendix II. 


 




    	11



     


    

 


	 	(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, then Seller shall receive 10% of the outstanding equity in the Designated
    Subsidiary immediately after the dilutive transaction(s) resulting in the Change of Control. The Buyer shall be authorized to disperse
    the Seller proceeds directly to the underlying Owners, on a pro-rata basis, as detailed in Appendix II. 
	 	 	 
	 	(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), then Seller shall receive 10% of the outstanding equity in the
    Designated Subsidiary immediately prior to the transaction on a fully diluted basis; provided, however, that such 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. The Buyer shall be authorized to disperse the Seller proceeds directly to the underlying Owners, on a pro-rata
    basis, as detailed in Appendix II. 
	 	 	 
	 	(d)	Vesting.
    The rights of each Owner to receive the payments set forth in Section 12(a), Section 12(b) and Section 12(c) shall vest or be forfeited,
    as to each such Owner, 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) and Section 12(c) as applicable):


 


	 	(i)	Each
    Owner shall vest in 33.33% payable to such Owner pursuant to Section 12(a), Section 12(b) or Section 12(c), whether paid in cash
    or shares of Common Stock, on the first anniversary of the Effective Date.
	 	 	 
	 	(ii)	Each
    Owner shall vest in the remaining 66.67% payable to such Owner pursuant to Section 12(a), Section 12(b) or Section 12(c), ratably
    each month of the twenty-four months following the first anniversary of the Closing Date, such that each applicable Owner is fully
    vested in the payments to such owner pursuant to Section 12(a), Section 12(b) and Section 12(c) on the third anniversary of the Closing
    Date.
	 	 	 
	 	(iii)	In
    the event that Jay Van Buren’s employment or engagement with Buyer is terminated (i) by Buyer for Cause, as defined in the
    applicable Employment Agreement or Consulting Agreement or (ii) by Jay Van Buren’s without Good Reason, as defined in the applicable
    Employment Agreement or Consulting Agreement, then Owners shall forfeit the right to receive any of the payments otherwise payable
    to Owner set forth in Section 12(a), Section 12(b) and Section 12(c) to the extent not vested as of the time of the date of termination
    of such Jay Van Buren’s employment or engagement with Buyer.


 




    	12



     


    

 


	 	(iv)	In
    the event that Jay Van Buren’s employment or engagement with Buyer is terminated (i) by Buyer without Cause, as defined in
    the applicable Employment Agreement or Consulting Agreement or (ii) by Jay Van Buren’s with Good Reason, as defined in the
    applicable Employment Agreement or Consulting Agreement, then Owners shall immediately vest in the rights to receive the payments
    to Owners set forth in Section 12(a), Section 12(b), and Section 12(c). 
	 	 	 
	 	(v)	In
    the event that Jay Van Buren dies, then remaining Owners shall continue to vest in the rights to receive the payments set forth in
    Section 12(a), Section 12(b), and Section 12(c), for as long as the Designated Subsidiary continues to operate as a going concern
    of the Company.
	 	 	 
	 	(vi)	Notwithstanding
    the above, in the case of a sale of the Buyer, all unvested payments as set forth in Section 12(a), Section 12(b) and Section 12(c),
    to the extent not already forfeited, shall become fully vested and due.


 


	 	13.
    	Employment/Consulting
    and Officer/Director Positions


 


Other
than as set forth in the respective Employment Agreements and Consulting Agreements, no Owner shall 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).


 




    	13



     


    

 


	 	(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]


 




    	14



     


    

 


 


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
	 	70
    West 40th St, 16th Floor
	 	New
    York, NY 10018
	 	Email:
    lyron@theglimpsegroup.com


 


	 	DESIGNATED
    SUBSIDIARY:
	 	Early
    Adopter, LLC


 


	 	By:
    	 /s/ Lyron
    Bentovim  
	 	Name:
    	Lyron
    Bentovim 
	 	Title:
    	President
    & CEO


 


	 	Address
    for Notices:
	 	THE
    GLIMPSE GROUP, INC.
	 	Attn.:
    Chief Executive Officer
	 	70
    West 40th St, 16th Floor
	 	New
    York, NY 10018
	 	Email:
    lyron@theglimpsegroup.com


 


	 	SELLER:
	 	Early
    Adopter, LLC (Is this the full legal name?)


 


	 	By:
    	 /s/ Jay
    Van Buren 
	 	Name:
    	Jay
    Van Buren
	 	Title:
    	Founder
    and CEO


 


	 	Address
    for Notices: 
	 	1-50
    50th Ave
	 	Apt.
    3504
	 	Long
    Island City, NY 11101


 




    	15



     


    

 


	 	OWNERS:
	 	 	 
	 	Owner
    1
	 	By:
    	 /s/ Marjorie
    Van Buren 
	 	Name:
    	Marjorie
    Van Buren
	 	Title:
    	Treasurer


 


	 	Address
    for Notices: 
	 	3521
    Oakley Ave.
	 	Topeka
    KS, 66614


 


	 	Owner
    2
	 	By:
    	 /s/ Lynn
    Van Buren 
	 	Name:
    	Lynn
    Van Buren
	 	Title:
    	 


 


	 	Address
    for Notices: 
	 	3521
    Oakley Ave.
	 	Topeka
    KS, 66614


 


	 	Owner
    3
	 	By:
    	 /s/ Valerie
    Eakes-Kann 
	 	Name:
    	Valerie
    Eakes-Kann
	 	Title:
    	COO


 


	 	Address
    for Notices: 
	 	304
    SW Fillmore Street
	 	Topeka,
    KS 66606


 


	 	Owner
    4
	 	By:
    	 /s/ Joe
    Unander 
	 	Name:
    	Joe
    Unander
	 	Title:
    	CTO


 


	 	Address
    for Notices: 
	 	327
    Leonard St. Apt. 1
	 	Brooklyn,
    NY 11211 


 


	 	Owner
    5
	 	By:
    	 /s/ Christopher
    Guaghan 
	 	Name:
    	Christopher
    Guaghan
	 	Title:
    	Sr.
    Producer


 


	 	Address
    for Notices: 
	 	53
    Driggs Avenue, Apartment 1L.
	 	Brooklyn,
    NY 11222 


 




    	16



     


    

 


Exhibit
A


 


Technology
and IP of Seller


 


ChronoQuest
Augmented Reality Timeline


 


“Birds
of a Feather” matching game (jointly owned with Howard Ola-Reiken)


 


Specific
Art Gallery CMS


 


Opening
Art Gallery CMS 


 


Which
of these are part of EA’s Business?


 


Website?
Domains?


 




    	17



     


    

 


Exhibit
B


 


Form
of Bill Of Sale


 




    	18



     


    

 


Exhibit
C


 


Form
of Employment Agreement


 




    	19



     


    

 


Exhibit
D


 


Form
of Consulting Agreement


 




    	20



     


    

 


Appendix
I


 


Business
Assets


 




    	21



     


    

 


Appendix
II


 


Owners
Table


 




    	22