Exhibit
10.3


 


THE
GLIMPSE GROUP, INC.


 


ASSIGNMENT
OF TECHNOLOGY, PATENT & INTELLECTUAL PROPERTY AGREEMENT


 


THIS
ASSIGNMENT OF TECHNOLOGY, PATENT & INTELLECTUAL PROPERTY AGREEMENT (the “Agreement”), dated as of May 1, 2019 (the
“Effective Date”), is among THE GLIMPSE GROUP, INC., a Nevada corporation (the “Assignee”), Adept Reality,
LLC a Nevada limited liability corporation and a direct and wholly owned subsidiary of Assignee (a “Designated
Subsidiary”), and Aquinas Learning, Inc a C-Corporation (the “Assigner”). __________


 


RECITALS


 


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


 


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


 


WHEREAS,
the parties to this Agreement shall execute a definitive assignment and transfer transaction agreement;


 


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 as detailed in Exhibit A to this Agreement.



 


		(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 the Employment Agreement dated May 1, 2019 and the Option Agreements dated
                                            May 1, 2019, 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)	Closing
                                            is subject to the Parties execution of an Employment Agreement between the Assigner and the
                                            Assignee (the date of such Closing, the “Closing Date”) as attached hereto as
                                            Exhibit B and the Option Agreements attached hereto as Exhibit C (“the Option Agreements”).



 


	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 stockor
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, 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, 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.



 


	11.	Employment/Consulting
                                            and
                                            Officer/Director Positions.



 


		(a)	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 Company, to:


 


THE
GLIMPSE GROUP, INC.


Attn.:
Chief Executive Officer


70 West 40th St, 16th Fl


New
York, NY 10018


Email:
lyron@theglimpsegroup.com


 


If
to Assigner, to:


 


a)
Hugh Seaton Address:


    Email:


 


b)
And Company Name/Address


 


	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 13(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.



 


SIGNATURE
PAGE TO FOLLOW


 




    	 



     


    

 


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
	 	 	 
	 	DESIGNATED
    SUBSIDIARY:
	 	 	 
	 	Adept
    Reality, LLC
	 	 	 
	 	By:	 /s/ Lyron
    Bentovim 
	 	Name:	Lyron
    Bentovim
	 	Title:	President
	 	 	 
	 	ASSIGNER:
	 	 	 
	 	Aquinas
    Learning, Inc
	 	 	 
	 	By:	 /s/ Hugh
    Seaton 
	 	Name:	Hugh
    Seaton
	 	Title:	CEO
	 	 	 
	 	Individual
	 	 	 
	 	By:	 /s/ Hugh
    Seaton 
	 	Name:	Hugh
    Seaton


 




    	 



     


    

 


EXHIBIT
A


 


ASSIGNED
TECHNOLOGY


 


		1.	Any
                                            and all knowledge, technologies, IP, algorithms, software, proof of concepts, demos,websites,
                                            domains relating to Virtual Reality and/or Augmented Reality






 


		2.	Microsimulations:
                                            A webVR/A-Frame methodology for creating 360 degree video training.



 




    	 



     


    

 


EXHIBIT
B


 


FORM
OF EMPLOYMENT AGREEMENT


 




    	 



     


    

 


EXHIBIT
C


 


FORM
OF OPTION AGREEMENTS