UNDERWRITING AGREEMENT between THE GLIMPSE GROUP, INC. and KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc., as Representative of the Several Underwriters THE GLIMPSE GROUP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 14th, 2021 • Glimpse Group, Inc. • Services-computer programming services • New York
The undersigned, The Glimpse Group, Inc., a corporation formed under the laws of the State of Nevada (the “Company”), hereby confirms its agreement (this “Agreement”) with Kingswood Capital Markets, division of Benchmark Investments, Inc. (hereinafter referred to as the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 3rd, 2023 • Glimpse Group, Inc. • Services-computer programming services • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of September 28, 2023, between The Glimpse Group, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 3rd, 2021 • Glimpse Group, Inc. • Services-computer programming services • Nevada
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 2[9], 2021, by and among The Glimpse Group, Inc., a Nevada corporation, with headquarters located at 15 West 38th St, 9th Fl, New York, NY 10018 (the “Company”), and the investors listed on the Schedule of Purchasers attached hereto (each, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 3rd, 2021 • Glimpse Group, Inc. • Services-computer programming services • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of October 2[9], 2021, between Glimpse Group, Inc., a Nevada corporation and includes any successor Company thereto (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
LIMITED LIABILITY COMPANY AGREEMENT OF NUMBER 9, LLCLimited Liability Company Agreement • June 14th, 2021 • Glimpse Group, Inc. • Services-computer programming services • Nevada
This Limited Liability Company Agreement (“Agreement”) of Number 9, LLC (the “Company”), effective as of February 13, 2018 (the “Effective Date”), is entered into by The Glimpse Group, Inc., as the sole member of the Company (the “Member”).
THE GLIMPSE GROUP, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 14th, 2021 • Glimpse Group, Inc. • Services-computer programming services • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 5, 2021, by and between The Glimpse Group, Inc., a Nevada corporation (the “Company”), and the investors set forth on the signature pages affixed hereto (each, an “Investor” and, collectively, the “Investors”).
September 28, 2023 Lyron Bentovim Chief Executive Officer The Glimpse Group, IncGlimpse Group, Inc. • October 3rd, 2023 • Services-computer programming services • New York
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 2nd, 2022 • Glimpse Group, Inc. • Services-computer programming services • Nevada
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between Tyler Gates (“Executive”) and The Glimpse Group, Inc., a Nevada Corporation (“Company”) (Executive and Company, collectively, the “Parties”), and made effective as of the Closing Date as defined in the Merger Agreement (the “Effective Date”) by and among the Company, Glimpse Merger Sub, LLC, Erik Muendel, the Bradley S. Nierenberg Trust, Bruce Gates, Joyce Gates, Barton Gates, and Tyler Gates (each a “Seller” and, collectively, the “Sellers”), Bruce Gates, solely in his capacity as representative of Sellers (the “Sellers’ Representative”), and Brightline Interactive, LLC (the “Merger Agreement”). Capitalized terms not otherwise defined herein have the meanings set forth in the Merger Agreement.
COMMON STOCK PURCHASE WARRANT Glimpse Group, Inc.Glimpse Group, Inc. • November 3rd, 2021 • Services-computer programming services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [______] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 2[9], 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Glimpse Group, Inc., a Nevada corporation (the “Company”), up to [_____] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Subscription AgreementSubscription Agreement • June 14th, 2021 • Glimpse Group, Inc. • Services-computer programming services • Nevada
The Glimpse Group, Inc., a Nevada corporation (the “Company”), in connection with a private offering by the Company (“Offering”) to raise working capital, is selling up to 667,000 shares of its common stock, par value US$0.001 per share (“Common Stock”), at a per share price of US$4.50, for a total offering amount of US$3,000,001. The minimum investment amount for a single investor is US$50,000 for 11,111 shares of Common Stock, subject to adjustment in the Company’s sole discretion.
Master Development AgreementMaster Development Agreement • June 14th, 2021 • Glimpse Group, Inc. • Services-computer programming services • New York
This Master Development Agreement (the “Agreement”), dated as of 07.14.2017 (the “Effective Date”), is by and between Pandora Reality LLC, a Delaware limited liability company (“Developer”), and KabaQ 3D Technologies, LLC, a Nevada limited liability company (“KabaQ”).
BILL OF SALEBill of Sale • June 14th, 2021 • Glimpse Group, Inc. • Services-computer programming services • New York
This Bill of Sale (this “Bill of Sale”) is made and entered into on October 28, 2016 by and between The Glimpse Group Inc., a THE GLIMPSE GROUP, INC., a Nevada corporation (the “Buyer”), PresentAR and LocateAR, both Nevada limited liability companies and direct and wholly owned subsidiaries of Buyer (together and separately a “Designated Subsidiary”), and Liron Lerman (the “Seller”). All defined terms not specifically defined herein shall have the meanings given to them in the Acquisition Agreement (as hereafter defined).
THE GLIMPSE GROUP, INC.Interests Agreement • June 14th, 2021 • Glimpse Group, Inc. • Services-computer programming services
This Economic Interests Agreement (this ‘‘Agreement”) is made and entered into as of the date set forth above (the “Effective Date”) by and between THE GLIMPSE GROUP, INC. a Nevada c01·poration (the “Company”), its subsidiary MarketView VR, LLC (the “Subsidiary’’) and Brennan McTernan (“CTO”), and together the Parties (“Parties”).
The Glimpse Group, Inc. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONGlimpse Group, Inc. • April 6th, 2022 • Services-computer programming services
On December 2, 2021, The Glimpse Group, Inc. (the “Company” or “Glimpse”) entered into a Membership Interest Sale Agreement (the “Agreement”) with Sector 5 Digital, LLC (“S5D”) and Jeff Meisner, Jeff Meade, Doug Fidler, and Brandy Cardwell (the “Sellers”). Under the Agreement, the Sellers, who collectively owned all (100%) of the membership interests of S5D, agreed to sell all of the membership interests in S5D to the Company in exchange for a total potential purchase price of $27,000,000, with an initial cash payment of $4,000,000 and the issuance of 277,201 shares of the Company’s common stock with a value of $4,000,000 (the “Initial Payment”) due upon closing (the “Closing”). Future purchase price considerations, up to a residual $19,000,000, are based on S5D and the Company’s achievement of revenue growth milestones in the three years post-Closing, the payment of which shall be made up to $2,000,000 in cash and the remainder in common shares of the Company, priced at the date of th
BILL OF SALEBill of Sale • June 14th, 2021 • Glimpse Group, Inc. • Services-computer programming services • New York
This Bill of Sale (this “Bill of Sale”) is made and entered into on April 1, 2018 by and between Early Adopter, a Kansas limited liability company (the “Seller”), and Jay Van Buren, Lynn Van Buren, Marjorie Van Buren, Valerie Eakes-Kann, Joe Unander, and Christopher Gaughan (collectively the “Owners” and each an “Owner”) and Early Adopter, LLC, a Nevada limited liability company (the “Designated Subsidiary”). All defined terms not specifically defined herein shall have the meanings given to them in the Acquisition Agreement (as hereafter defined).
The Glimpse Group, Inc. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONGlimpse Group, Inc. • October 11th, 2022 • Services-computer programming services
On May 25, 2022, The Glimpse Group, Inc. (the “Company”) entered into an Agreement and Plan of Merger (“Merger Agreement”) with Glimpse Merger Sub, LLC, a Nevada limited liability company and wholly-owned subsidiary of the Company (“Merger Sub”) and Erik Muendel, the Bradley S. Nierenberg Trust, Bruce Gates, Joyce Gates, Barton Gates and Tyler Gates (each a “Seller” and, collectively, the “Sellers”), Bruce Gates, solely in his capacity as representative of Sellers, and Brightline Interactive, LLC, a Virginia limited liability company (“BLI”). The Merger Agreement provided that, subject to the terms and conditions set forth in the Merger Agreement, BLI will merge with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger and continuing as a wholly owned subsidiary of the Company. Under the terms of the Merger Agreement, at the effective time of the Merger, the total issued and outstanding membership interests of BLI will be converted into the right to receive the foll
BILL OF SALEBill of Sale • June 14th, 2021 • Glimpse Group, Inc. • Services-computer programming services • New York
This Bill 6f Sale (this “Bill of Sale”) is made and entered into on November 8, 2016 by and between The Glimpse Group Inc., a THE GLIMPSE GROUP, INC., a Nevada corporation (the “Buyer”), KabaQ 3D Food Technologies LLC, a Nevada limited liability corporation and direct and wholly owned (the “Designated Subsidiary “), and Alper Guler (the “Seller”). All defined terms not specifically defined herein shall have the meanings given to them in the Acquisition Agreement (as hereafter defined).
THE GLIMPSE GROUP, INC. MASTER ACQUISITION AGREEMENTMaster Acquisition Agreement • June 14th, 2021 • Glimpse Group, Inc. • Services-computer programming services • New York
THIS MASTER ACQUISITION AGREEMENT (this “Agreement”), dated .as of October 31, 2016 (the “Effective Date”), is among THE GLIMPSE GROUP, INC. a Nevada corporation (the “Buyer” ), DIRE Studios, a Nevada limited liability company and a direct , wholly owned subsidiary of Buyer (“Designated Subsidiary”) Crafty Games, LLC, a Delaware limited liability company (the “Seller”), and Yixuan Li (Ten-y) (“Li”) Eliran Vegh (“Vegh”) and Hua Min Kao (Tony) (“Kao”, and together with Li and Vegh collectively the ‘Owners” and each an “Owner”).
AGREEMENTAgreement • June 14th, 2021 • Glimpse Group, Inc. • Services-computer programming services • New York
THIS AGREEMENT (this “Agreement”), is entered into and effective as of June 12, 2017, by and among The Glimpse Group, Inc., a Nevada corporation (“Parent”), KabaQ 3D Food Technologies, LLC, a Nevada limited liability company and direct subsidiary of Parent (“Subsidiary”), Alper Guler (“Guler”) and Caner Soyer (“Soyer”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Acquisition Agreement (as defined below).
Re: Right of First Refusal and Other AgreementsGlimpse Group, Inc. • June 14th, 2021 • Services-computer programming services • California
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:
THE GLIMPSE GROUP, INC. MASTER ACQUISITION AGREEMENTMaster Acquisition Agreement • June 14th, 2021 • Glimpse Group, Inc. • Services-computer programming services • New York
THIS MASTER ACQUISITION AGREEMENT (this “Agreement”), dated as of April 1, 2018 (the “Effective Date”), is among THE GLIMPSE GROUP, INC., a Nevada corporation (the “Buyer”), Early Adopter, LLC a Nevada limited liability company and a direct, wholly owned subsidiary of Buyer (“Designated Subsidiary”), Early Adopter, a Kansas limited liability company (the “Seller”), and Jay Van Buren, Lynn Van Buren, Marjorie Van Buren, Valerie Eakes-Kann, Joe Unander, and Christopher Gaughan (collectively the “Owners” and each an “Owner”).
ASSIGNMENT OF TECHNOLOGY, PATENT & INTELLECTUAL PROPERTY AGREEMENTIntellectual Property Agreement • June 14th, 2021 • Glimpse Group, Inc. • Services-computer programming services • New York
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”). __________
THE GLIMPSE GROUP, INCEconomic Interests Agreement • June 14th, 2021 • Glimpse Group, Inc. • Services-computer programming services
This Economic Interests Agreement (this “Agreement”) is made and entered into as of the date set forth above (the “Effective Date”) by and between THE GLIMPSE GROUP, INC., a Nevada corporation (the “Company”), its subsidiary Market View VR, LLC (the “Subsidiary”) and Andy Maggio (“Manager”), and together the Parties (“Parties”).
THE GLlMPSE GROUP, INC. MASTER ACQUISITION AGREEMENTMaster Acquisition Agreement • June 14th, 2021 • Glimpse Group, Inc. • Services-computer programming services • New York
THIS MASTER ACQUISITION AGREEMENT (this “Agreement”), dated as of November 8, 2016 (the “Effective Date”), is among THE GLIMPSE GROUP, INC., a Nevada corporation (the “Buyer”), KabaQ 3D Food Technologies, LLC, a Nevada limited liability corporation and direct and wholly owned subsidiary of Buyer (the ‘‘Designated Subsidiary”), and Alper Guler (the “Seller”).
MEMBERSHIP INTEREST SALE AGREEMENTMembership Interest Sale Agreement • February 14th, 2022 • Glimpse Group, Inc. • Services-computer programming services • Nevada
This Membership Interest Sale Agreement (the “Agreement”) is made and entered into this 2nd day of December 2021(the “Effective Date”) by and among The Glimpse Group, Inc., a Nevada corporation (“Buyer”), Sector 5 Digital, LLC, a Texas limited liability company (“S5D” or the “Company”), and Jeff Meisner (“Meisner”), Jeff Meade (“Meade”), Doug Fidler (“Fidler”), and Brandy Cardwell (“Cardwell” and together with Meisner, Meade, and Fidler, “Sellers”). Capitalized terms used herein but not otherwise defined have the meanings ascribed to such terms in Appendix A attached hereto.
AGREEMENT AND PLAN OF MERGER among THE GLIMPSE GROUP, INC., GLIMPSE MERGER SUB, LLC, THE SELLERS, THE SELLERS’ REPRESENTATIVE, and BRIGHTLINE INTERACTIVE, LLC Dated as of May 25, 2022Agreement and Plan of Merger • September 28th, 2022 • Glimpse Group, Inc. • Services-computer programming services • Nevada
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 25, 2022, by and among The Glimpse Group, Inc., a Nevada corporation (“Buyer”), Glimpse Merger Sub, LLC, a Nevada limited liability company and wholly-owned Subsidiary of Buyer (“Merger Sub”), and Erik Muendel, the Bradley S. Nierenberg Trust, Bruce Gates, Joyce Gates, Barton Gates and Tyler Gates (each a “Seller” and, collectively, the “Sellers”), Bruce Gates, solely in his capacity as representative of Sellers (the “Sellers’ Representative”) and Brightline Interactive, LLC, a Virginia limited liability company (“Company” and, together with Sellers, Sellers’ Representative, Buyer and Merger Sub, the “Parties”).
BILL OF SALEBill of Sale • June 14th, 2021 • Glimpse Group, Inc. • Services-computer programming services • New York
This Bill of Sale (this ‘Bill of Sale”) is made and entered into on October 31, 2016 by and between Crafty Games, LLC a Delaware limited liability company (the “Seller’), and DIRE Studios, LLC a Nevada limited liability company (the “Designated Subsidiary”). All defined terms not specifically defined herein shall have the meanings given to them in the Acquisition Agreement (as hereafter defined).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 14th, 2021 • Glimpse Group, Inc. • Services-computer programming services • Nevada
The Glimpse Group, Inc., a Nevada corporation (the “Company”), in connection with a private offering by the Company (“Offering”) to raise working capital, is selling up to 1,000,000 shares of its common stock, par value US$0.001 per share (“Common Stock”), at a per share price of US$1.25, for a total offering amount of US$1,250,000, however the Company reserves the right at its sole discretion to increase the amount of the Offering up to 2,000,000 shares of Common Stock, at a per share price of US$1.25, for total offering amount of US$2,500,000 to cover oversubscriptions. The minimum investment amount for a single investor is US$50,000 for 40,000 shares of Common Stock, subject to adjustment in the Company’s sole discretion.
THE GLIMPSE GROUP, INC Amendment to Master Acquisition Agreement II Dated as of November 12, 2018Master Acquisition Agreement • June 14th, 2021 • Glimpse Group, Inc. • Services-computer programming services
This Amendment (this “Agreement”) is made and entered into as of the date first set forth above (the “Effective Date”) by and between THE GLIMPSE GROUP, INC., a Nevada corporation (the “Company”) and Liron Lerman (“Seller”).
THE GLIMPSE GROUP, INC. MASTER ACQUISITION AGREEMENTMaster Acquisition Agreement • June 14th, 2021 • Glimpse Group, Inc. • Services-computer programming services • New York
THIS MASTER ACQUISITION AGREEMENT (this “Agreement”), dated as of October 28, 2016 (the “Effective Date”), is among THE GLIMPSE GROUP, INC., a Nevada corporation (the “Buyer”), PresentAR and LocateAR, both Nevada limited liability corporations and direct and wholly owned subsidiaries of Buyer (together and separately a “Designated Subsidiary”), and Liron Lerman (the “Seller”).
TECHNOLOGY & INTELLECTUAL PROPERTY ASSIGNALBILITY AGREEMENTIntellectual Property Assignalbility Agreement • June 14th, 2021 • Glimpse Group, Inc. • Services-computer programming services • New York
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”).
