Exhibit
10.24


 


THE
GLIMPSE GROUP, INC.


 


TECHNOLOGY
& INTELLECTUAL PROPERTY ASSIGNALBILITY AGREEMENT


 


THIS
TECHNOLOGY & INTELLECTUAL PROPERTY ASSIGNALBILITY AGREEMENT (this “Agreement”), dated as of March 29, 2018 (the “Effective
Date”), is among THE GLIMPSE GROUP, INC., a Nevada corporation (the “Assignee”), LocateAR, LLC a Nevada limited liability
corporation and direct and wholly owned subsidiary of Assignee (the “Designated Subsidiary”), and Kreatar (the “Assigner”).


 


RECITALS


 


WHEREAS,
prior to the Effective Date, the Assigner has developed certain virtual reality and/or augmented reality technology and/or intellectual
property or concepts.


 


WHEREAS,
the Assignee, through its Designated Subsidiary, desires to receive from the Assigner, and the Assigner desires to assign and transfer
such technology and/or intellectual property and other related tangible property to the Designated Subsidiary in exchange for the consideration
as set forth herein;


 


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


 


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


 


	 	(a)	“Assigned
    Technology” refers to the Technology, all Derivatives, all Intellectual Property Rights, all Embodiments, collectively.
	 	 	 
	 	(b)	“Derivative”
    means: (i) any derivative work of the Technology (as defined in Section 101 of the U.S. Copyright Act); (ii) all improvements, modifications,
    alterations, adaptations, enhancements and new versions of the Technology (the “Technology Derivatives”); and (iii) all
    technology, inventions, products or other items that, directly or indirectly, incorporate, or are derived from, any part of the Technology
    or any Technology Derivative.
	 	 	 	 
	 	(c)	“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.
	 	 	 	 
	 	(d)	“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.


 




    	 



     


    

 


	 	(e)	“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 Assigner.
	 	 	 
	2.	Assignment.
	 	 	 
	 	(a)	At
    the Closing (as defined below), the Assigner shall transfer, assign and convey, to the Designated Subsidiary, and its successors
    and assigns, the Assigner’s entire right, title and interest in and to the Assigned Technology and all rights of action, power
    and benefit belonging to or accruing from the Assigned Technology 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 Assigner, had this assignment not been made.
	 	 	 
	 	(b)	In
    exchange for the Assigned Technology, Assigner shall be entitled to receive the compensation as set forth in Section 12, subject
    to the terms and conditions therein.
	 	 	 
	 	(c)	The
    Assigner hereby appoints the Designated Subsidiary the attorney-in-fact of the Assigner, with full power of substitution on behalf
    of the Assigner to demand and receive any of the Assigned Technology and to give receipts and releases for the same, to institute
    and prosecute in the name of the Assigner, 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 Technology and to defend or compromise any legal
    or equitable proceedings relating to the Assigned Technology as the Designated Subsidiary shall deem advisable. The Assigner hereby
    declares that the appointment made and powers granted hereby are coupled with an interest and shall be irrevocable by the Assigner.
	 	 	 
	 	(d)	The
    Assigner hereby agrees that the Assigner and the Assigner’s successors and assigns will do, execute, acknowledge and deliver,
    or will cause to be done, executed, acknowledged and delivered such further acts, documents, or instruments confirming the conveyance
    of any of the Assigned Technology to the Designated Subsidiary as the Designated Subsidiary shall reasonably deem necessary, provided
    that the Designated Subsidiary shall provide all necessary documentation to the Assigner.
	 	 	 
	3.	Closing;
    Deliveries.
	 	 	 
	 	(a)	Subject
    to the satisfaction or waiver of the conditions herein, closing of the assignment contemplated herein (the “Closing”)
    shall be held on March 28, 2018 or at such time, date or place as the Assigner and the Assignee may agree (the date of such Closing,
    the “Closing Date”).


 




    	 



     


    

 


	4.	Representations
    and Warranties.
	 	 	 	 	 
	 	(a)	Representations
    and Warranties of Assigner. As an inducement to, and to obtain the reliance of the Assignee and the Designated Subsidiary, the
    Assigner represents and warrants as of the date hereof and as of the Closing Date, as follows:
	 	 	 	 	 
	 	 	(i)	Assigned
    Technologies. The Assigner is the owner, inventor and/or author of, and can grant exclusive right, title and interest in and
    to, each of the Assigned Technology transferred by the Assigner hereunder and that none of the Assigned Technology 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 Technology. The
    Assigner further represents and warrants to the Assignee and the Designated Subsidiary that the Assigned Technology is free of any
    claim of any prior employer or third party client of the Assigner or any school, university or other institution the Assigner attended,
    if any, and that the Assigner is not aware of any claims by any third party to any rights of any kind in or to any of the Assigned
    Technology. The Assigner agrees to immediately notify the Assignee and Designated Subsidiary upon becoming aware of any such claims.
	 	 	 	 	 
	 	 	(ii)	Authorization;
    Enforcement; Validity. The Assigner has full power and authority to enter into this Agreement, and each of the other agreements
    entered into by the parties on the Closing Date and attached hereto as exhibits to this Agreement (collectively, the “Transaction
    Documents”), the execution and delivery of this Agreement has been duly authorized, if applicable, and this Agreement constitutes
    a valid and legally binding obligation of the Assigner. This Agreement has been, and each other Transaction Document shall be on
    the Closing Date, duly executed and delivered by the Assigner and this Agreement constitutes, and each other Transaction Document
    upon its execution by Assigner shall constitute the valid and binding obligations of Assigner enforceable against Assigner in accordance
    with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency,
    reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’
    rights and remedies.
	 	 	 	 	 
	 	(b)	Representations
    and Warranties of Assignee and Designated Subsidiary. As an inducement to, and to obtain the reliance of the Assigner except
    as set forth in the Assignee Schedules (as hereinafter defined), the Assignee and Designated Subsidiary represent and warrant, as
    of the date hereof and as of the Closing Date, as follows:
	 	 	 	 	 
	 	 	(i)	Organization
    and Qualification. The Assignee and its “Subsidiaries” (which for purposes of this Agreement means any entity in
    which the Assignee, 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 Assignee 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 Assignee
    and its Subsidiaries, taken as a whole, or (ii) the authority or ability of the Assignee
    to perform its obligations under the Transaction Documents.


 




    	 



     


    

 


	 	 	(ii)	Authorization;
    Enforcement; Validity. (i) Each of the Assignee 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 Assignee and the Designated Subsidiary and the consummation by them of the transactions contemplated hereby and thereby,
    has been duly authorized by the Assignee’s Board of Directors and the Designated Subsidiary’s governing body do not conflict
    with the Assignee’s Articles of Incorporation or Bylaws or Designated Subsidiary’s organizational documents, and do not
    require further consent, approval or authorization by the Assignee, 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 Assignee and Designated Subsidiary and (iv) this Agreement constitutes,
    and each other Transaction Document upon its execution on behalf of the Assignee and Designated Subsidiary, shall constitute, the
    valid and binding obligations of the Assignee and Designated Subsidiary enforceable against the Assignee 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.	Conditions
    Precedent to Assigner’s Obligations to Close. The obligations of the Assigner 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 Assigner
    may waive in writing:
	 	 	 	 
	 	(a)	Execution
    of Transaction Documents. This Agreement and all other agreements and documents required to be executed at the Closing shall
    have been duly executed by the Assignee and Designated Subsidiary.
	 	 	 
	 	(b)	Compliance
    and Performance. The Assignee and Designated Subsidiary shall have complied with and performed in all material respects all of
    the terms, covenants, agreements and conditions contained in this Agreement which are required to be complied with and performed
    on or prior to Closing.
	 	 	 
	 	(c)	No
    Governmental Prohibition. No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining
    order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality
    which prohibits the consummation of the transactions contemplated hereby.


 




    	 



     


    

 


	 	(d)	Approval
    by the Board of Directors of the Assignee. The Assignee’s board of directors shall have approved the transactions contemplated
    hereby.
	 	 	 
	6.	Conditions
    Precedent to Assignee’s and Designated Subsidiary’s Obligations to Close.
	 	 	 
	 	(a)	The
    obligations of Assignee 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 Assignee or Designated Subsidiary, where applicable,
    may waive in writing:
	 	 	 
	 	(b)	Execution
    of Transaction Documents. This Agreement and all other agreements and documents required to be executed at the Closing shall
    have been duly executed by the Assigner, thereby completing the assignment of the Assigned Technology to the Designated Subsidiary.
	 	 	 
	 	(c)	Compliance
    and Performance. The Assigner shall have complied with and performed in all material respects all of the terms, covenants, agreements
    and conditions contained in this Agreement which are required to be complied with and performed on or prior to Closing.
	 	 	 
	 	(d)	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.
	 	 	 
	7.	Termination.
	 	 	 
	 	(a)	This
    Agreement may be terminated by the Assigner if the conditions set forth in Section 5 have not been satisfied by the Termination Date,
    provided that such failure is not due to Assigner’s breach of this Agreement.
	 	 	 
	 	(b)	This
    Agreement may be terminated by Assignee if the conditions set forth in Section 6 have not been satisfied by the Termination Date,
    provided that such failure is not due to Assignee’s breach of this Agreement.
	 	 	 
	8.	Confidentiality.
	 	 	 
	 	(a)	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.


 




    	 



     


    

 


	9.	Indemnification;
    Survival.
	 	 	 
	 	(a)	Indemnification.
    Each party hereto shall jointly and severally indemnify and hold harmless the other party and such other party’s agents, beneficiaries,
    affiliates, representatives and their respective successors and assigns (collectively, the “Indemnified Persons”) from
    and against any and all damages, losses, liabilities, taxes and costs and expenses (including, without limitation, attorneys’
    fees and costs) (collectively, “Losses”) resulting directly or indirectly from (a) any inaccuracy, misrepresentation,
    breach of warranty or nonfulfillment of any of the representations and warranties of such party in this Agreement, or any actions,
    omissions or statements of fact inconsistent with in any material respect any such representation or warranty, (b) any failure by
    such party to perform or comply with any agreement, covenant or obligation in this Agreement.
	 	 	 
	 	(b)	Survival.
    All representations, warranties, covenants (including, but not limited to, non-solicitation and non-competition) and agreements of
    the parties contained herein or in any other certificate or document delivered pursuant hereto shall survive the date hereof until
    the expiration of the applicable statute of limitations or as otherwise provided herein.
	 	 	 
	10.	Post-Transaction
    Restrictions.
	 	 	 
	 	(a)	No-Conflict.
    The Assigner hereby represents and warrants to the Assignee and Designated Subsidiary that it is not party to any written or oral
    agreement with any third party that would restrict its ability to enter into this Agreement or to perform its obligations hereunder
    and that the Assigner 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. Assigner expressly agrees and acknowledges that the post-transaction restrictions contained
    in this Agreement and the Employment Agreement do not preclude Assigner from earning a livelihood, nor do they unreasonably impose
    limitations on Assigner’s ability to earn a living. Assigner further agrees and acknowledges that the potential harm to the
    Assignee and to the Designated Subsidiary of the non-enforcement of these restrictions outweighs any harm to Assigner of the enforcement
    of the restrictions by injunction or otherwise.
	 	(c)	(c)
	 	 	 
	11.	Employment/Consulting
    and Officer/Director Positions.
	 	 	 
	 	(a)	Other
    than as set forth in the Employment Agreement, Assigner shall not have a right to employment with Assignee or the Designated Subsidiary
    as an employee or an independent contractor or a right to serve as an officer or director of the Assignee or Designated Subsidiary.


 




    	 



     


    

 


	12.	Notices.
	 	 	 
	 	Whenever
    any notice is required hereunder, it shall be given in writing via a recognized overnight carrier or via email with return receipt
    requested and received, addressed as follows, and shall be deemed received three days after dispatch if sent via recognized overnight
    courier, or immediately upon receipt of a return email receipt:
	 	 	 
	 	If
    to the Designated Subsidiary:
	 	The
    Glimpse Group, Inc.
	 	Attn.:
    Chief Executive Officer
	 	70
    West 40th St, 16 Fl
	 	New
    York, NY 10018
	 	lyron@theglimpsegroup.com
	 	 
	 	If
    to Assigner, to:
	 	 
	 	The
    Glimpse Group, Inc.
	 	Attn.:
    President
	 	70
    West 40th St, 16 Fl
	 	New
    York, NY 10018
	 	lyron@theglimpsegroup.com
	 	 	 
	13.	Miscellaneous.
	 	 	 
	 	(a)	Governing
    Law. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto
    and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of
    the State of New York, without giving effect to principles of conflicts of law.
	 	 	 
	 	(b)	Jurisdiction.
    Any legal action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby may only
    be instituted in any state or federal court in the State of New York and each party waives any objection which such party may now
    or hereafter have to the laying of the venue of any such action, suit or proceeding, and irrevocably submits to the jurisdiction
    of any such court in any such action, suit or proceeding.
	 	 	 
	 	(c)	WAIVER
    OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
    TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
    HEREIN (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY
    OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
    ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
    BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 14(c).
	 	 	 
	 	(d)	Entire
    Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein
    and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating
    to the subject matter hereof.
	 	 	 
	 	(e)	Amendments
    and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective
    unless in writing signed by the parties to this Agreement. No delay or failure to require performance of any provision of this Agreement
    shall constitute a waiver of that provision as to that or any other instance.


 




    	 



     


    

 


	 	(f)	Successors
    and Assigns. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder,
    will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal
    representatives. The Assignee 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 Assignee 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.


 




    	 



     


    

 


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


 


	 	ASSIGNEE:
	 	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, 16 Fl
	 	New
    York, NY 10018
	 	lyron@theglimpsegroup.com
	 	 	 
	 	DESIGNATED
    SUBSIDIARY:
	 	 
	 	LocateAR,
    LLC
	 	 	 
	 	By:	 /s/ Lyron
    Bentovim 
	 	Name:	Lyron
    Bentovim
	 	Title:	President
	 	 	 
	 	70
    West 40th St, 16 Fl
	 	New
York, NY 10018
	 	lyron@theglimpsegroup.com
	 	 	 
	 	ASSIGNER:
	 	 
	 	Kreatar,
    LLC
	 	 	 
	 	By:	 /s/ Lyron
    Bentovim 
	 	Name:	Lyron
    Bentovim
	 	Title:	President
	 	 	 
	 	70
    West 40th St, 16 Fl
	 	New
York, NY 10018
	 	lyron@theglimpsegroup.com