Exhibit
10.13


 


December
30, 2019


Membit Inc.


315
w36th street  c/o wework


New York, NY 10018


  


Re:
Right of First Refusal and Other Agreements


 


The
undersigned purchaser (the “Undersigned”) of stock of Membit Inc. (the “Company”) for good and valuable consideration
the sufficiency of which is acknowledged, for the benefit of the Company, hereby agrees as follows:


 


1.
Company’s Right of First Refusal. Before
any shares of the Company (the “Shares”) held by the Undersigned or any transferee (either being sometimes referred to herein
as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its
assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 1 (the “Right
of First Refusal”).


 


(a)
Notice of Proposed Transfer. The Holder of the
Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to
sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”);
(iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for
which the Holder proposes to transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered
Price to the Company or its assignee(s).


 


(b)
Exercise of Right of First Refusal. At any time
within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder,
elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees,
at the purchase price determined in accordance with subsection (c) below.


 


(c)
Purchase Price. The purchase price (“Purchase
Price”) for the Shares purchased by the Company or its assignee(s) under this Section 1 shall be the Offered Price. If the Offered
Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board
of Directors of the Company (the “Board”) in good faith.


 


(d)
Payment. Payment of the Purchase Price shall
be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding
indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof
within thirty (30) days after receipt of the Notice or in the manner and at the times set forth in the Notice.


 


(e)
Holder’s Right to Transfer. If all of the
Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s)
as provided in this Section 1, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered
Price or at a higher price, provided that such sale or other transfer is consummated within one hundred and twenty (120) days
after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and
that the Proposed Transferee agrees in writing that the provisions of this Section 1 shall continue to apply to the Shares in the hands
of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period,
a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before
any Shares held by the Holder may be sold or otherwise transferred.


 




    	 



     


    

 


(f)
Exception for Certain Family Transfers. Anything
to the contrary contained in this Section 1 notwithstanding, the transfer of any or all of the Shares during the Holder’s lifetime
or on the Holder’s death by will or intestacy to the Holder’s immediate family or a trust for the benefit of the Holder’s
immediate family shall be exempt from the provisions of this Section 1. “Immediate Family” as used herein shall mean spouse,
lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and
hold the Shares so transferred subject to the provisions of this Section 1, and there shall be no further transfer of such Shares except
in accordance with the terms of this Section 1.


 


(g)
Termination of Right of First Refusal. The Right
of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general
public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.


 


(h)
“Change in Control” means the occurrence
of any of the following events:


 


(i)
Change in Ownership of the Company. A change
in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”),
acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total
voting power of the stock of the Company, except that any change in the ownership of the stock of the Company as a result of a private
financing of the Company that is approved by the Board will not be considered a Change in Control; or


 


(ii)
Change in Effective Control of the Company. If
the Company has a class of securities registered pursuant to Section 12 of the Exchange Act, a change in the effective control of the
Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors
whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election.
For purposes of this clause (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional
control of the Company by the same Person will not be considered a Change in Control; or


 


(iii)
Change in Ownership of a Substantial Portion of the
Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date
that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such
person or persons) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair
market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For purposes of this subsection
(iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined
without regard to any liabilities associated with such assets.


 




    	 



     


    

 


For
purposes of this Section 1(h), persons will be considered to be acting as a group if they are owners of a corporation that enters into
a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.


 


Notwithstanding
the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within
the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations
and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.


 


Further
and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the jurisdiction
of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the
same proportions by the persons who held the Company’s securities immediately before such transaction.


 


2.
Restrictive Legends and Stop-Transfer Orders.


 


(a)
Legends. Holder understands and agrees that the
Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing
ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws:


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY
TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.


 


THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER
OR ITS ASSIGNEE(S) AS SET FORTH IN THE LETTER AGREEMENT BETWEEN THE ISSUER AND THE HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED
AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.


 


THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF THE
UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE HOLDER OF THESE SHARES
AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY
OR THE MANAGING UNDERWRITER.


 




    	 



     


    

 


(b)
Stop-Transfer Notices. Holder agrees that, in
order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions
to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect
in its own records.


 


(c)
Refusal to Transfer. The Company shall not be
required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of
this letter agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other
transferee to whom such Shares shall have been so transferred.


 


3.
Successors and Assigns. The Company may assign
any of its rights under this letter agreement to single or multiple assignees, and this letter agreement shall inure to the benefit of
the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this letter agreement shall be binding
upon Holder and his or her heirs, executors, administrators, successors and assigns.


 


4.
Governing Law; Severability. This letter agreement
is governed by the internal substantive laws, but not the choice of law rules, of California. In the event that any provision hereof
becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this letter agreement shall continue
in full force and effect.


 


	 	 	 	The
    Glimpse Group
	 	 	 	 	 
	 	 	 	By:	 /s/ Maydan
    Rothblum 
	 	 	 	Name:  	Maydan
    Rothblum
	 	 	 	Title:	CFO
    & COO
	 	 	 	 	 
	Acknowledged
    and agreed:	 	 	 
	 	 	 	 
	Membit
    Inc.	 	 	 
	 	 	 	 
	By: 	 /s/ Jay
    Van Buren 	 	 	 
	 	Jay
    Van Buren	 	 	 
	 	Chief
    Executive Officer