Exhibit 10.33


 


CONVERTIBLE
PROMISSORY NOTE


 


	Principal
    Amount: [$               ]	Original
    Issuance Date: March 5, 2021


 


THIS
CONVERTIBLE PROMISSORY NOTE (THE “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
WITH RESPECT THERETO UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN EXEMPTION FROM SUCH REGISTRATION.


 


FOR
VALUE RECEIVED, The Glimpse Group, Inc. (the “Company”) hereby promises to pay to the order of
[                                            ]
and its assignee(s) (“Holder”) the amount set out above as the principal amount (the “Principal Amount”)
when due upon the respective Repayment Dates or Maturity Date, in accordance with the terms hereof, and to pay interest
(“Interest”) on any outstanding Principal Amount at the applicable interest rate pursuant to the terms below from the
date set out above as the Original Issuance Date until this convertible promissory note has been paid in full. This convertible
promissory note, including all promissory notes issued in exchange, transfer or replacement hereof, is referred to as this
“Note”. This Note is delivered pursuant to the terms of that certain securities purchase agreement (the
“SPA”) dated as of the Original Issuance Date by and between the Holder and the Company. Certain capitalized terms shall
have the meanings as defined in the SPA if not specifically defined herein.


 


	 	1.	Payments
    of the Principal.


 


Subject
to the conversion of the Note as described in Sections 4 and 5 and repayments of the Interest (as defined below) set forth in Section
2, the Principal Amount and any accrued but unpaid Interest outstanding hereunder shall be payable to the Holder in a single payment
on March 5, 2023 (the “Maturity Date”).


 


Except
set forth in this Note or the SPA, all cash payments made pursuant to this Note shall be made in United States Dollars by check or wire
transfer to Holder at such address or account as Holder may designate in writing (including in email form).


 


For
the purposes of this Note, “Business Day” means any day other than Saturdays, Sundays or other days on which commercial banks
in The City of New York are authorized or required by law to remain closed.


 


	 	2.	Interest
    and Repayment.


 


Subject
to the conversion of this Note, this Note shall bear interest (the “Interest”) at the rate of ten percent (10%) per annum
to be accrued on any outstanding and non-converted Principal Amount, computed on a 360-day-per-year basis. The Interest shall be paid
by the Company to Holder as follows:


 


	 	(i)	On
    the Original Issuance Date, the Company shall pay in advance the Interest to be accrued during Months 1-12 from the Original Issuance
    Date, in the Company’s common stock (“Payment in Kind”, “PIK”) at the PIK Price per Share as defined
    below.
	 	 	 
	 	(ii)	On
    the last Business Day of each month during Months 13-23 from Original Issuance Date and the Maturity Date, the Interest accrued in
    that month shall be paid to Holder in PIK at the PIK Price per Share.
	 	 	 
	 	(iii)	Subject
    to certain adjustments set forth in this Note, PIK Price per Share shall be a fixed price of $5.00 per share (the “PIK Price
    per Share”).


 




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	 	3.	Reserved.


 


	 	4.	Conversion.


 


	 	(i)	During
    the Term, the Holder may elect to convert any outstanding Principal Amount and accrued but unpaid Interest into Company’s Common
    Shares (the “Conversion”), at any time and at its sole discretion, at a fixed conversion price of $5.00 per share (the
    “Conversion Price”). Any Conversion election by the Holder will be made in writing delivered to the Company pursuant
    to Section 5 and in accordance with the conversion notice (the “Conversion Notice”) attached herein as Exhibit A.
	 	 	 
	 	(ii)	Upon
    a successful listing of the Company’s Common Stock on a national stock exchange, any unconverted Principal Amounts shall automatically
    convert (“Automatic Conversion”) into the Common Stock at the Conversion Price, and upon issuance of Company’s
    common shares as a result of the Automatic Conversion, no further obligations shall remain on the Note and the Note shall be deemed
    fully paid.


 


	 	5.	Mechanics
    of Conversion.


 


	 	(i)	The
    number of shares issuable upon a conversion (the “Conversion Shares”) pursuant to Section 5 shall be determined by the
    quotient obtained by dividing the all or part of the outstanding Principal Amount of this Note and accrued but unpaid Interest thereon
    to be converted by (y) the Conversion Price.
	 	 	 
	 	(ii)	Not
    later than five (5) Business Days (the “Share Delivery Date”) after receiving a Conversion Notice, the Company shall
    deliver, or cause to be delivered, to the Holder the Conversion Shares in book-entry form via a share statement of the Holder reflecting
    the issuance of Conversion Shares being acquired upon the Conversion of this Note, in whole or in part.
	 	 	 
	 	(iii)	No
    fractional shares or scrip representing fractional shares shall be issued upon the Conversion of this Note. As to any fraction of
    a share which the Holder would otherwise be entitled to receive upon such conversion, the Company shall at its election, either pay
    a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round
    up to the next whole share.


 


	 	6.	Events
    of Default.


 


	 	(i)	Each
    of the following events shall constitute an “Event of Default”:


 


	 	a.	Company
    shall fail to make payment of any Principal Amount or Interest on this Note within ten (10) Business Days from the required payment
    dates; or
	 	 	 
	 	b.	Except
    as set forth in Section 6(i), the Company shall materially breach any provision of this Note and such breach shall have not been
    cured within thirty (30) days after written notice thereof to Company from Holder; or
	 	 	 
	 	c.	The
    Company shall become insolvent within the meaning of any bankruptcy, insolvency, reorganization, moratorium or other similar law
    of any jurisdiction (collectively, “Bankruptcy Law”), as determined by a court of competent jurisdiction; the Company
    makes an assignment for the benefit of creditors, liquidates, dissolves, winds down its business or agrees to or adopts or approves
    any plan or action to liquidate, dissolve or wind down its business; or if any case under any provision of Bankruptcy Law, including
    provisions for reorganizations, shall be commenced by or against the Company or any of its subsidiaries and not dismissed within
    ninety (90) days after such commencement;
	 	 	 
	 	d.	a
    receiver, liquidator, assignee, trustee or custodian shall be appointed for the Company for all or any material portion of the assets
    of Company and the same shall not have been discharged within ninety (90) days; or
	 	 	 
	 	e.	a
    liquidation or winding-up of Company.


 




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	 	(ii)	Upon
    the occurrence of an Event of Default, all amounts payable, including the Principal Amount and accrued but unpaid Interest, by the
    Company to Holder under this Note shall become immediately due and payable, without presentment, demand, protest or any other notice
    of any kind, all of which are expressly waived hereby. The rights given hereunder are cumulative with all of the other rights and
    remedies of Holder under this Note or any other agreement, by operation of law or otherwise.
	 	 	 
	 	(iii)	Should
    the indebtedness represented by this Note, or any part thereof, be collected at law or in equity or in bankruptcy, receivership or
    other court proceedings, or this Note be placed in the hands of attorneys for collection after default, or should Company request
    any modification of this Note, Company agrees to pay, in addition to the principal, interest and other amounts due and payable hereon
    and hereunder, all costs and expenses incurred in connection with such collection, or modification, as applicable, including, without
    limitation, attorneys’ and collection fees.
	 	 	 
	 	(iv)	Company
    hereby waives, to the fullest extent permitted by law, diligence, presentment, demand for payment, protest, notice of dishonor and
    any and all other notices or demands of every kind and the right to plead the statute of limitations as a defense to any action hereunder.
    No delay on the part of the holder hereof in exercising any rights hereunder shall operate as a waiver of such rights.


 


	 	7.	Change
    of Control.


 


In
the event of a Fundamental Transaction (as defined below), all amounts payable by the Company to the Holder under this Note shall become
immediately due and payable and the Holder shall have the option to convert any and all outstanding part of this Note into the number
of shares of the Company’s common stock pursuant to Section 4.


 


If,
at any time while this Note is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any
merger or consolidation of the Company with or into another Person, (ii) the Company (and all of its Subsidiaries, taken as a whole),
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange
offer (whether by the Company or another Person) is completed pursuant to which holders of the Company’s common stock are permitted
to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of
the outstanding common stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification,
reorganization or recapitalization of its common stock or any compulsory share exchange pursuant to which the common stock is effectively
converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related
transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin- off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group
acquires more than 50% of the outstanding shares of the Company’s common stock (not including any shares of Common Stock held by
the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock
or share purchase agreement or other business combination) (each, a “Fundamental Transaction”).


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 




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	 	8.	Certain
    Adjustments.


 


	 	(i)	Stock
    Dividends and Stock Splits. If the Company, at any time while this Note is outstanding: (i) subdivides its outstanding shares
    of common stock into a larger number of shares, (ii) combines (including by way of a reverse stock split) outstanding shares of common
    stock into a smaller number of shares or (iii) issues, in the event of a reclassification of shares of the common stock, any shares
    of capital stock of the Company, then both the Conversion Price and PIK Price per Share shall be multiplied by a fraction of which
    the numerator shall be the number of shares of common stock (excluding any treasury shares of the Company) outstanding immediately
    before such event, and of which the denominator shall be the number of shares of common stock outstanding immediately after such
    event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination
    of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date
    in the case of a subdivision, combination or re-classification.
	 	 	 
	 	(ii)	Calculations.
    All calculations under this Section 8 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.
	 	 	 
	 	(iii)	Notice
    of Adjustment. Whenever the Conversion Price and PIK Price per Share are adjusted pursuant to any provision of this Section,
    the Company shall promptly deliver to each Holder a notice setting forth the new Conversion Price and PIK Price per Share with three
    (3) Business Days after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Failure to provide
    such notice shall not constitute an Event of Default.


 


	 	9.	Prepayment.
    The Note shall not be prepaid by the Company at any time unless both the Company and Holder mutually agree to the prepayment of the
    Note in writing.
	 	 	 
	 	10.	Notices.
    All notices and other communications provided for hereunder shall be in writing and shall be sent by (a) registered or certified
    mail postage prepaid, return receipt requested, (b) messenger, (c) facsimile or (d) email to the party to whom addressed at the following
    respective mailing addresses, facsimile numbers or email addresses or to such other mailing address, facsimile number or email address
    as the party affected may hereafter designate:


 


	 	(i)	If
    to Company:
	 	 	 
	 	 	The
    Glimpse Group, Inc. 15 West 38h St, 9th Fl.
	 	 	New
    York, NY 10018
	 	 	Attention:
Maydan Rothblum, CFO & COO
	 	 	Email:
    Maydan@TheGlimpseGroup.com
	 	 	 
	 	 	With
    a Copy to:
	 	 	Sichenzia
    Ross Ference LLP
	 	 	1185
Avenue of the Americas, 31th Floor
	 	 	New York, NY 10036
	 	 	Facsimile:
    212-930-9725 Attn: Darrin M. Ocasio
	 	 	 
	 	(ii)	If
    to Holder:
	 	 	 
	 	 	Please
    refer to the SPA.


 


	 	11.	Security.


 


The
Note is an unsecured obligation of the Company and is not secured by any liens or security interest in, on or covering any assets of
the Company.


 


	 	12.	Severability.


 


If
any provision of this Note is contrary to, prohibited by or deemed invalid under any applicable law or regulation, such provision shall
be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated
thereby and shall be given full force and effect as far as possible.


 




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	 	13.	Amendment
    and Waiver.


 


This
Note or any portion therein, may only be amended or waived upon the joint written consent of the Company and Holders holding 75% of the
total outstanding Principal Amount of the Note, as calculated by aggregate amounts invested in this Offering pursuant to the SPA (the
“Majority”).


 


	 	14.	Expenses.


 


Except
as otherwise provided in this Note, each party hereto shall bear and pay its own fees, costs and expenses incident to preparing, entering
into and carrying out this Note and to consummating the transactions contemplated hereby.


 


	 	15.	Successors
    and Assigns.


 


Company
may not assign its rights or delegate its duties under this Note (by merger, consolidation, operation of law or otherwise) without the
prior written consent of the Majority and any purported assignment or delegation made without such consent shall be null and void ab
initio. Holder may freely assign its rights under this Note with prior written consent of Company. Following any assignment by Holder
of its rights under this Note, the assignee shall be deemed to be the “Holder” hereunder.


 


	 	16.	Governing
    Law.


 


This
Note, and all other disputes or issues arising from or relating in any way to the Company’s relationship with Employee, shall be
governed by the internal laws of the State of New York, irrespective of the choice of law rules of any jurisdiction. Any dispute shall
be brought before the state and federal courts located in New York City, 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.


 


	 	17.	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 PARTY HERETO HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 17.


 


	 	18.	Enforcement
    Expenses.


 


Company
shall indemnify and hold Holder harmless from and against all losses, claims, expenses and liabilities (including, without limitation,
attorneys’ fees and expenses) incurred from time to time by Holder with respect to any collection actions of this Note.


 


	 	19.	Replacement.


 


Upon
receipt of a duly executed, notarized and unsecured written statement from Holder with respect to the loss, theft or destruction of this
Note (or any replacement hereof) and a customary indemnity, or, in the case of a mutilation of this Note, upon surrender and cancellation
of such Note, Company shall issue to Holder a new convertible promissory note, of like tenor and amount, in replacement of such lost,
stolen, destroyed or mutilated Note.


 


	 	20.	Headings.


 


The
heading of the sections, paragraphs and provisions of this Note are for reference purposes only and shall not affect in any way the meaning
or interpretation of this Note.


 


[Signature
page follows]


 




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[SIGNATURE
PAGE TO THE CONVERTIBLE PROMISSORY NOTE]


 


IN
WITNESS WHEREOF, the Company has caused this Note to be duly executed as of the Original Issuance Date set out above.


 


	 	The
    Glimpse Group, Inc.
	 	 	 
	 	By:	 
	 	Name:
    	Lyron
    Bentovim
	 	Title:
    	President
    & CEO


 




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EXHIBIT
A


 


Form
of Conversion Notice


 


The
Glimpse Group, Inc.


15
West 38h St, 9th Fl. New York, NY 10018


Attention: Lyron Bentovim/Maydan Rothblum


 


The
undersigned hereby elects to convert certain outstanding amount as set forth below of the Convertible Promissory Note of The Glimpse
Group, Inc., a Nevada corporation (the “Company”), issuance date March 5, 2021, into shares of common stock (the “Common
Stock”), of the Company, according to the conditions hereof, as of the date written below. If the shares of Common Stock are
to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto
and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will
be charged to the holder for any conversion, except for such transfer taxes, if any.


 


The
undersigned agrees to comply with the delivery requirements under the applicable securities laws in connection with any transfer of the
aforesaid shares of Common Stock. The Conversion Shares shall be delivered in book-entry form and a statement of the undersigned’s
position in the Company will be mailed or emailed to the undersigned.


 


Conversion
calculations:


 


Principal
Amount of Note to be Converted: $ ________


 


The
Amount of Interest of the Note to be Converted: $ ________


 


Conversion
Price per Share: $ ________


 


Number
of Shares of Common Stock to be Issued upon Conversion: ___________


 


	 	Signature: 	 
	 	Name (Print): 	 
	 	 	 
	 	Mailing
    Address:	 
	 	Phone
    number:	 
	 	Email:	 
	 	Date:	 


 




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