8-K - GGRP - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 15, 2023

THE

GLIMPSE GROUP, INC.

(Exact name of registrant as specified in charter)

Nevada	001-40556	81-2958271
(State<br> or other jurisdiction	(Commission	(IRS<br> Employer
of<br> incorporation)	File<br> Number)	Identification<br> No.)

15West 38^th^ St**., 12thFl**

NewYork, NY 10018

(Address of principal executive offices) (Zip Code)

(917)-292-2685

(Registrant’s telephone number, including area code)

NotApplicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common<br> Stock	VRAR	The<br> Nasdaq Stock Market LLC<br><br> <br>(The<br> Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mart if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.

On February 15, 2023, The Glimpse Group, Inc. (the “Company”) awarded stock options (the “Options”) to acquire shares of the Company’s common stock (“Common Stock”), subject to the terms and conditions of the respective officer’s stock options agreement, including: (i) an exercise price equal to $7.00 per share of Common Stock; (ii) expiration of the Options on the Tenth (10) anniversary of the Grant Date; (iii) all Options, Initial and Target (each as defined in the Option Agreements), vest over four (4) years commencing on February 15, 2023; (iv) certain Target Options shall vest to each grantee in fixed amounts, based on achieving revenue targets of $30,000,000, $50,000,000, $75,000,000 and $100,000,000 over consecutive four quarter periods in the aggregate over the next 7 years; (v) certain Target Options shall vest to each grantee in fixed amounts, based on achieving fifteen consecutive closing trading priced equal to or above $20, $30, $45 and $60 per share over the next 7 years. The Options are granted in the following amounts and to the respective officers set forth below:

Lyron Bentovim	1,210,000
Maydan Rothblum	770,000
David John Smith	220,000

The Options were granted as incentive options to Mr. Bentovim, Mr. Rothblum and Mr. Smith as both a retention mechanism and to further drive performance and the Company’s growth. The Options were granted pursuant to the Company’s 2016 Equity Incentive Plan, as amended, and were each approved by the Company’s Compensation Committee and Board of Directors.

The foregoing description of the Option Agreement for each Lyron Bentovim, Maydan Rothblum and David John Smith does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Bentovim Option Agreement, Rothblum Option Agreement and Smith Option Agreement, copies of which are filed hereto as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, and incorporated by reference in this Current Report on Form 8-K.

Item 9.01 Exhibits

Exhibit No.	Description
10.1	Bentovim Option Agreement, dated February 15, 2023
10.2	Rothblum Option Agreement, dated February 15, 2023
10.3	Smith Option Agreement, dated February 15, 2023
104	Cover<br> Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags<br> are embedded within the Inline XBRL document

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 16, 2023

THE GLIMPSE GROUP, INC.
By:	/s/ Lyron Bentovim
	Lyron Bentovim
	Chief<br> Executive Officer

Exhibit 10.1

FORMOF STOCK OPTION AGREEMENT VIII

GRANTEE<br> <br>NAME	NUMBER OF<br> <br>OPTIONS<br> <br>GRANTED		OPTION<br> <br>PRICE		GRANT<br> <br>DATE		EXPIRATION<br> <br>DATE
Lyron Bentovim		1,210,000	$	7.00/share		February 15, 2023		February 15, 2033

STOCKOPTION VESTING SCHEDULE

AMOUNT OF OPTIONS<br><br> <br>SHARES EXERCISABLE	DATE<br><br> <br>EXERCISABLE
121,000<br> (“Initial”)	30,250<br> on each of:<br><br> <br>February<br> 15, 2024<br><br> <br>February<br> 15, 2025<br><br> <br>February<br> 15, 2026<br><br> <br>February<br> 15, 2027
1,089,000<br> (“Target”)	As<br> per the Targets below:
	Company<br> Revenue Targets:
	136,125<br> (12.5% of 1,210,000) at $30,000,000
	136,125<br> (12.5% of 1,210,000) at $50,000,000
	136,125<br> (12.5% of 1,210,000) at $75,000,000
	136,125<br> (12.5% of 1,210,000) at $100,000,000
	Company<br> Stock Price Targets:
	136,125<br> (12.5% of 1,210,000) at $20/share
	136,125<br> (12.5% of 1,210,000) at $30/share
	136,125<br> (12.5% of 1,210,000) at $45/share
	136,125<br> (12.5% of 1,210,000) at $60/share

Footnotes:

●	Revenue<br> targets will be based on a rolling 4 quarters of the Company’s audited/reviewed GAAP revenues.
●	Company<br> Stock Price targets are subject to a target being at or above the closing price of the Company’s stock during 15 consecutive<br> trading days; Stock Price targets shall be proportionately adjusted in the event of reverse stock splits and the like.
●	All<br> Options (Initial and Target) vest over four (4) years commencing on February 15, 2023 as detailed above, in addition to certain Revenue<br> and Stock Price targets being met. For example, if a first target is met in 2 years, then 50% of the options related to that target<br> shall vest and the remaining 50% shall vest over two years in two equal annual installments (even if the previously achieved target<br> is not sustained afterwards).
●	Any<br> Initial unvested amounts shall fully accelerate upon a change of control in the Company or the Option Holder being terminated from<br> employment without Cause.
●	Any<br> Target unvested amounts on achieved targets shall fully accelerate upon the Option Holder being terminated from employment without<br> Cause.
●	Target<br> milestones, whether unvested or not achieved, shall fully accelerate upon a change of control of the Company.
●	Vesting<br> (Initial and Target) is subject to Option Holder being engaged by the Company as an Employee or Consultant at time of a vesting event.
●	Target<br> based vesting must occur prior to February 15, 2030, after which date any related unvested stock options shall expire.

| 1 |

| --- |

THE GLIMPSE GROUP, INC., a Nevada corporation (the “Company”), hereby grants to Lyron Bentovim the “Grantee”, also referred to as “you”, an option to purchase (the “Option”) shares of the common stock of the Company at an option price as set forth above, pursuant to the terms of the attached Stock Option Agreement and THE GLIMPSE GROUP, INC. 2016 Incentive Plan (the “Plan”) as amended.

Bysigning this cover sheet, you hereby accept the Options and agree to all of the terms and conditions described in the attached StockOption Agreement and the Plan.

Grantee:	/s/<br> Lyron Bentovim
	Lyron<br> Bentovim<br><br> <br>Address:<br><br> <br><br><br> <br>Email:<br><br> <br>Phone:<br><br> <br>SSN:<br><br> <br>Date<br> of Birth:
Company:	/s/<br> Maydan Rothblum
	Maydan<br> Rothblum, CFO & COO<br><br> <br>The<br> Glimpse Group, Inc.

Thisis not a stock certificate or a negotiable instrument. This grant of Option is a

voluntary,revocable grant from the Company and Grantee hereby acknowledges that the

Companyhas no obligation to make additional grants in the future.

UPONRECEIPT OF YOUR SIGNED AGREEMENT, A BOOKKEEPING ENTRY

WILLBE ENTERED INTO THE COMPANY’S BOOKS AND RECORDS

TOEVIDENCE THE OPTIONS GRANTED TO YOU.

*This Agreement, while named “VIII”, is actually the Grantee’s seventh Option Agreement

| 2 |

| --- |

THE GLIMPSE GROUP, INC.

STOCKOPTION AGREEMENT

1.	Nontransferability.<br> This Stock Option Agreement (this “Agreement”) evidences the grant to you on<br> the Grant Date set forth on the cover page of an option under THE GLIMPSE GROUP, INC.<br> 2016 Incentive Plan (the “Plan”) as amended<br> to purchase shares of the common stock of the Company (the “Option”). Under applicable<br> provisions of the Internal Revenue Code of 1986, as amended, the Option is treated as an<br> incentive option. Capitalized terms that are not defined on the cover page or in the Option<br> Agreement are defined in the Plan. Your Option Agreement may not be transferred, assigned,<br> pledged or hypothecated, whether by operation of law or otherwise, nor may the Option be<br> made subject to execution, attachment or similar process.
2.	The<br> Plan. The Option is issued in accordance with and is subject to and conditioned upon<br> all of the terms and conditions of this Agreement and the Plan as amended from time to time;<br> provided, however, that no future amendment or termination of the Plan shall, without your<br> consent, alter or impair any of your rights or obligations under the Plan, all of which are<br> incorporated by reference in this Agreement as if fully set forth herein.
3.	Termination.<br> To the extent not vested as of the date of your Termination of Service, the Option shall<br> terminate immediately if you incur a Termination of Service. Notwithstanding the previous<br> sentence, you may exercise the Option to the extent exercisable at the time of such termination,<br> at any time prior to the expiration of three months after such termination, or for any longer<br> period of time after such termination as shall be determined by the Committee, but not later<br> than the Expiration Date. Should you die during your employment or service or following your<br> Termination of Service, the Option shall immediately terminate, except that, to the extent<br> exercisable by you at the time of your death, the Option may be exercised within one year<br> after the date of your death but not later than the Expiration Date, solely in accordance<br> with all of the terms and conditions of the Plan by your personal representatives or by the<br> person or persons to whom your rights under the Option shall pass by will or by the applicable<br> laws of descent and distribution.
4.	Additional<br> Forfeiture.<br> The Committee may cancel, suspend, withhold or otherwise limit or restrict the Option at<br> any time if you (i) are not in compliance with all applicable provisions of this Agreement<br> or the Plan or (ii) engage in any activity inimical, contrary or harmful to the interests<br> of the Company, including, but not limited to: (A) conduct related to your service or employment<br> for which either criminal or civil penalties against you may be sought (B) violation of any<br> policies of the Company, including, without limitation, insider trading or anti-harassment<br> policies or (C) participating in a hostile takeover attempt against the Company.
5.	Employment<br> Not Affected. Neither the grant of the Option, nor any other action taken with respect<br> to the Option, shall confer upon the Grantee any right to continue in the employ or service<br> of the Company or shall interfere in any way with the right of the Company to terminate Grantee’s<br> employment or service at any time. Except as may be otherwise limited by another written<br> agreement, the right of the Company to terminate at will the Grantee’s employment with<br> it at any time (whether by dismissal, discharge, retirement or otherwise) is specifically<br> reserved.
6.	No<br> Stockholder Rights. Neither the Grantee, nor any<br> person entitled to exercise the Grantee’s rights in the event of the Grantee’s<br> death, shall have any of the rights and privileges of a holder of the Company’s common<br> stock subject to this Agreement.
7.	Securities<br> Laws. The Company shall not be obligated to issue any Common Stock pursuant to this Agreement<br> if, in the opinion of counsel to the Company, the shares to be so issued are required to<br> be registered or otherwise qualified under the United States Securities Act of 1933, as amended,<br> or under any other applicable statute, regulation or ordinance affecting the sale of securities,<br> unless and until such shares have been so registered or otherwise qualified.

| 3 |

| --- | | 8. | Severability. Should a court of competent jurisdiction deem any of the provisions in this Agreement to be unenforceable in any respect, it is the intention of the parties to this Agreement that this Agreement be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable. It is further the parties’ intent that all provisions not deemed to be overbroad shall be given their full force and effect. You acknowledge that you are freely, knowingly and voluntarily entering into this Agreement after having an opportunity for consultation with your own independent counsel. | | --- | --- | | 9. | Choice of Law and Jurisdiction. This Agreement shall be governed by and construed and interpreted in accordance with the substantive 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. | | 10. | 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 10. | | 11. | Income Taxes. You agree to comply with the appropriate procedures established by the Company, from time to time, to provide for payment or withholding of such income or other taxes as may be required by law to be paid or withheld in connection with the Option or the shares of common stock issuable in connection therewith. | | 12. | Expiration. This Option, to the extent not previously exercised, shall expire on the Tenth (10) anniversary of the Grant Date. | | 13. | Exercise. This Option is to be exercised by delivering to the Company a written notice of exercise in the form attached hereto as Exhibit A together with payment as provided in the Plan. |

| 4 |

| --- |

EXHIBITA

STOCKOPTION EXERCISE NOTICE

Dated: ______________________

To: THE GLIMPSE GROUP, INC.

Attn: [_______________]

Sir/Madam:

Notice is hereby given of my election to purchase ____ shares of common stock of THE GLIMPSE GROUP, INC. (the “Company”) at a price of $7.00/share per share under the provisions of the stock option (“Option”) granted to me on February 15, 2023 under the terms of THE GLIMPSE GROUP, INC. 2016 Incentive Plan as amended.

I hereby certify that I am in compliance with the covenants and forfeiture provisions of the Option Agreement VIII dated as of February 15, 2023 between the Company and me (the “Option Agreement”). I acknowledge that a violation of these provisions will result in the forfeiture of any remaining options that I have.

Cash Method or Cashless Exercise Method:

Cash: Enclosed is my check made payable to the Company in the amount of $ _________________ in payment of the exercise price of the Option and my check in the amount of $ ________________ made payable to _____________________________ in payment of the tax due on exercise of the Option.

Cashless: I will contact my broker from ______________________________ who will be verifying my options and arranging to exercise and/or sell my option shares.

The following information is supplied for use in issuing and registering the shares purchased:

Number of Shares:
Full Name:
Address:
Signature:

| 5 |

| --- |

Exhibit10.2

FORMOF STOCK OPTION AGREEMENT V

GRANTEE<br> <br>NAME	NUMBER OF<br> <br>OPTIONS<br> <br>GRANTED		OPTION<br> <br>PRICE		GRANT<br> <br>DATE	EXPIRATION<br> <br>DATE
Maydan Rothblum		770,000	$	7.00/share	February 15, 2023	February 15, 2033

STOCKOPTION VESTING SCHEDULE

AMOUNT OF OPTIONS<br><br> <br>SHARES EXERCISABLE	DATE<br><br> <br>EXERCISABLE
77,000<br> (“Initial”)	19,250<br> on each of:<br><br> <br>February<br> 15, 2024<br><br> <br>February<br> 15, 2025<br><br> <br>February<br> 15, 2026<br><br> <br>February<br> 15, 2027
693,000<br> (“Target”)	As<br> per the Targets below:
	Company<br> Revenue Targets:
	86,625<br> (12.5% of 693,000) at $30,000,000
	86,625<br> (12.5% of 693,000) at $50,000,000
	86,625<br> (12.5% of 693,000) at $75,000,000
	86,625<br> (12.5% of 693,000) at $100,000,000
	Company<br> Stock Price Targets:
	86,625<br> (12.5% of 693,000) at $20/share
	86,625<br> (12.5% of 693,000) at $30/share
	86,625<br> (12.5% of 693,000) at $45/share
	86,625<br> (12.5% of 693,000) at $60/share

Footnotes:

●	Revenue<br> targets will be based on a rolling 4 quarters of the Company’s audited/reviewed GAAP<br> revenues.
●	Company<br> Stock Price targets are subject to a target being at or above the closing price of the Company’s<br> stock during 15 consecutive trading days; Stock Price targets shall be proportionately adjusted<br> in the event of reverse stock splits and the like.
●	All<br> Options (Initial and Target) vest over four (4) years commencing on February 15, 2023 as<br> detailed above, in addition to certain Revenue and Stock Price targets being met. For example,<br> if a first target is met in 2 years, then 50% of the options related to that target shall<br> vest and the remaining 50% shall vest over two years in two equal annual installments (even<br> if the previously achieved target is not sustained afterwards).
●	Any<br> Initial unvested amounts shall fully accelerate upon a change of control in the Company or<br> the Option Holder being terminated from employment without Cause.
●	Any<br> Target unvested amounts on achieved targets shall fully accelerate upon the Option Holder<br> being terminated from employment without Cause.
●	Target<br> milestones, whether unvested or not achieved, shall fully accelerate upon a change of control<br> of the Company.
●	Vesting<br> (Initial and Target) is subject to Option Holder being engaged by the Company as an Employee<br> or Consultant at time of a vesting event.
●	Target<br> based vesting must occur prior to February 15, 2030, after which date any related<br> unvested stock options shall expire.

| 1 |

| --- |

THE GLIMPSE GROUP, INC., a Nevada corporation (the “Company”), hereby grants to Maydan Rothblum the “Grantee”, also referred to as “you”, an option to purchase (the “Option”) shares of the common stock of the Company at an option price as set forth above, pursuant to the terms of the attached Stock Option Agreement and THE GLIMPSE GROUP, INC. 2016 Incentive Plan (the “Plan”) as amended.

Bysigning this cover sheet, you hereby accept the Options and agree to all of the terms and conditions described in the attached StockOption Agreement and the Plan.

Grantee:	/s/<br> Maydan Rothblum
	Maydan<br> Rothblum
	Address:
	Email:
	Phone:
	SSN:
	Date<br> of Birth:
Company:	/s/<br> Lyron Bentovim
	Lyron<br> Bentovim, President & CEO
	The<br> Glimpse Group, Inc.

Thisis not a stock certificate or a negotiable instrument. This grant of Option is a

voluntary,revocable grant from the Company and Grantee hereby acknowledges that the

Companyhas no obligation to make additional grants in the future.

UPONRECEIPT OF YOUR SIGNED AGREEMENT, A BOOKKEEPING ENTRY

WILLBE ENTERED INTO THE COMPANY’S BOOKS AND RECORDS

TOEVIDENCE THE OPTIONS GRANTED TO YOU.

| 2 |

| --- |

THEGLIMPSE GROUP, INC.

STOCKOPTION AGREEMENT

1.	Nontransferability.<br> This Stock Option Agreement (this “Agreement”) evidences the grant to you on<br> the Grant Date set forth on the cover page of an option under THE GLIMPSE GROUP, INC.<br> 2016 Incentive Plan (the “Plan”) as amended<br> to purchase shares of the common stock of the Company (the “Option”). Under applicable<br> provisions of the Internal Revenue Code of 1986, as amended, the Option is treated as an<br> incentive option. Capitalized terms that are not defined on the cover page or in the Option<br> Agreement are defined in the Plan. Your Option Agreement may not be transferred, assigned,<br> pledged or hypothecated, whether by operation of law or otherwise, nor may the Option be<br> made subject to execution, attachment or similar process.
2.	The<br> Plan. The Option is issued in accordance with and is subject to and conditioned upon<br> all of the terms and conditions of this Agreement and the Plan as amended from time to time;<br> provided, however, that no future amendment or termination of the Plan shall, without your<br> consent, alter or impair any of your rights or obligations under the Plan, all of which are<br> incorporated by reference in this Agreement as if fully set forth herein.
3.	Termination.<br> To the extent not vested as of the date of your Termination of Service, the Option shall<br> terminate immediately if you incur a Termination of Service. Notwithstanding the previous<br> sentence, you may exercise the Option to the extent exercisable at the time of such termination,<br> at any time prior to the expiration of three months after such termination, or for any longer<br> period of time after such termination as shall be determined by the Committee, but not later<br> than the Expiration Date. Should you die during your employment or service or following your<br> Termination of Service, the Option shall immediately terminate, except that, to the extent<br> exercisable by you at the time of your death, the Option may be exercised within one year<br> after the date of your death but not later than the Expiration Date, solely in accordance<br> with all of the terms and conditions of the Plan by your personal representatives or by the<br> person or persons to whom your rights under the Option shall pass by will or by the applicable<br> laws of descent and distribution.
4.	Additional<br> Forfeiture.<br> The Committee may cancel, suspend, withhold or otherwise limit or restrict the Option at<br> any time if you (i) are not in compliance with all applicable provisions of this Agreement<br> or the Plan or (ii) engage in any activity inimical, contrary or harmful to the interests<br> of the Company, including, but not limited to: (A) conduct related to your service or employment<br> for which either criminal or civil penalties against you may be sought (B) violation of any<br> policies of the Company, including, without limitation, insider trading or anti-harassment<br> policies or (C) participating in a hostile takeover attempt against the Company.
5.	Employment<br> Not Affected. Neither the grant of the Option, nor any other action taken with respect<br> to the Option, shall confer upon the Grantee any right to continue in the employ or service<br> of the Company or shall interfere in any way with the right of the Company to terminate Grantee’s<br> employment or service at any time. Except as may be otherwise limited by another written<br> agreement, the right of the Company to terminate at will the Grantee’s employment with<br> it at any time (whether by dismissal, discharge, retirement or otherwise) is specifically<br> reserved.
6.	No<br> Stockholder Rights. Neither the Grantee, nor any<br> person entitled to exercise the Grantee’s rights in the event of the Grantee’s<br> death, shall have any of the rights and privileges of a holder of the Company’s common<br> stock subject to this Agreement.
7.	Securities<br> Laws. The Company shall not be obligated to issue any Common Stock pursuant to this Agreement<br> if, in the opinion of counsel to the Company, the shares to be so issued are required to<br> be registered or otherwise qualified under the United States Securities Act of 1933, as amended,<br> or under any other applicable statute, regulation or ordinance affecting the sale of securities,<br> unless and until such shares have been so registered or otherwise qualified.

| 3 |

| 4 |

| --- |

EXHIBITA

STOCKOPTION EXERCISE NOTICE

Dated: ______________________

To: THE GLIMPSE GROUP, INC.

Attn: [_______________]

Sir/Madam:

Cash Method or Cashless Exercise Method:

Cashless: I will contact my broker from ______________________________ who will be verifying my options and arranging to exercise and/or sell my option shares.

The following information is supplied for use in issuing and registering the shares purchased:

Number<br> of Shares:
Full<br> Name:
Address:
Signature:

| 5 |

| --- |

Exhibit10.3

FORMOF STOCK OPTION AGREEMENT VIII

GRANTEE<br> <br>NAME	NUMBER OF<br> <br>OPTIONS<br> <br>GRANTED		OPTION<br> <br>PRICE		GRANT<br> <br>DATE	EXPIRATION<br> <br>DATE
DJ Smith		220,000	$	7.00/share	February 15, 2023	February 15, 2033

STOCKOPTION VESTING SCHEDULE

AMOUNT OF OPTIONS<br><br> <br>SHARES EXERCISABLE	DATE<br><br> <br>EXERCISABLE
22,000<br> (“Initial”)	5,500<br> on each of:<br><br> <br>February<br> 15, 2024<br><br> <br>February<br> 15, 2025<br><br> <br>February<br> 15, 2026<br><br> <br>February<br> 15, 2027
198,000<br> (“Target”)	As<br> per the Targets below:
	Company<br> Revenue Targets:<br><br> <br>24,750<br> (12.5% of 198,000) at $30,000,000<br><br> <br>24,750<br> (12.5% of 198,000) at $50,000,000<br><br> <br>24,750<br> (12.5% of 198,000) at $75,000,000<br><br> <br>24,750<br> (12.5% of 198,000) at $100,000,000
	Company<br> Stock Price Targets:<br><br> <br>24,750<br> (12.5% of 198,000) at $20/share<br><br> <br>24,750<br> (12.5% of 198,000) at $30/share<br><br> <br>24,750<br> (12.5% of 198,000) at $45/share<br><br> <br>24,750<br> (12.5% of 198,000) at $60/share

Footnotes:

●	Revenue<br> targets will be based on a rolling 4 quarters of the Company’s audited/reviewed GAAP revenues.
●	Company<br> Stock Price targets are subject to a target being at or above the closing price of the Company’s stock during 15 consecutive<br> trading days; Stock Price targets shall be proportionately adjusted in the event of reverse stock splits and the like.
●	All<br> Options (Initial and Target) vest over four (4) years commencing on February 15, 2023 as detailed above, in addition to certain Revenue<br> and Stock Price targets being met. For example, if a first target is met in 2 years, then 50% of the options related to that target<br> shall vest and the remaining 50% shall vest over two years in two equal annual installments (even if the previously achieved target<br> is not sustained afterwards).
●	Any<br> Initial unvested amounts shall fully accelerate upon a change of control in the Company or the Option Holder being terminated from<br> employment without Cause.
●	Any<br> Target unvested amounts on achieved targets shall fully accelerate upon the Option Holder being terminated from employment without<br> Cause.
●	Target<br> milestones, whether unvested or not achieved, shall fully accelerate upon a change of control of the Company.
●	Vesting<br> (Initial and Target) is subject to Option Holder being engaged by the Company as an Employee or Consultant at time of a vesting event.
●	Target<br> based vesting must occur prior to February 15, 2030, after which date any related unvested stock options shall expire.

| 1 |

| --- |

Bysigning this cover sheet, you hereby accept the Options and agree to all of the terms and conditions described in the attached StockOption Agreement and the Plan.

Grantee:	/s/<br> DJ Smith
	DJ<br> Smith<br><br> <br>Address:<br><br> <br><br><br> <br>Email:<br><br> <br>Phone:<br><br> <br>SSN:<br><br> <br>Date<br> of Birth:
Company:	/s/<br> Maydan Rothblum
	Maydan<br> Rothblum, CFO & COO<br><br> <br>The<br> Glimpse Group, Inc.

Thisis not a stock certificate or a negotiable instrument. This grant of Option is a voluntary, revocable grant from the Company and Granteehereby acknowledges that the Company has no obligation to make additional grants in the future.

UPONRECEIPT OF YOUR SIGNED AGREEMENT, A BOOKKEEPING ENTRY WILL BE ENTERED INTO THE COMPANY’S BOOKS AND RECORDS TO EVIDENCE THE OPTIONSGRANTED TO YOU.

| 2 |

| --- |

THEGLIMPSE GROUP, INC.

STOCKOPTION AGREEMENT

1.	Nontransferability.<br> This Stock Option Agreement (this “Agreement”) evidences the grant to you on the<br> Grant Date set forth on the cover page of an option under THE GLIMPSE GROUP, INC. 2016 Incentive Plan (the<br> “Plan”) as amended to purchase shares of the common stock of the Company (the “Option”). Under applicable<br> provisions of the Internal Revenue Code of 1986, as amended, the Option is treated as an incentive option. Capitalized terms that<br> are not defined on the cover page or in the Option Agreement are defined in the Plan. Your Option Agreement may not be transferred,<br> assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Option be made subject to execution, attachment<br> or similar process.
2.	The<br> Plan. The Option is issued in accordance with and is subject to and conditioned upon all of the terms and conditions of this<br> Agreement and the Plan as amended from time to time; provided, however, that no future amendment or termination of the Plan shall,<br> without your consent, alter or impair any of your rights or obligations under the Plan, all of which are incorporated by reference<br> in this Agreement as if fully set forth herein.
3.	Termination.<br> To the extent not vested as of the date of your Termination of Service, the Option shall terminate immediately if you incur a Termination<br> of Service. Notwithstanding the previous sentence, you may exercise the Option to the extent exercisable at the time of such termination,<br> at any time prior to the expiration of three months after such termination, or for any longer period of time after such termination<br> as shall be determined by the Committee, but not later than the Expiration Date. Should you die during your employment or service<br> or following your Termination of Service, the Option shall immediately terminate, except that, to the extent exercisable by you at<br> the time of your death, the Option may be exercised within one year after the date of your death but not later than the Expiration<br> Date, solely in accordance with all of the terms and conditions of the Plan by your personal representatives or by the person or<br> persons to whom your rights under the Option shall pass by will or by the applicable laws of descent and distribution.
4.	Additional<br> Forfeiture. The Committee may cancel, suspend,<br> withhold or otherwise limit or restrict the Option at any time if you (i) are not in compliance with all applicable provisions of<br> this Agreement or the Plan or (ii) engage in any activity inimical, contrary or harmful to the interests of the Company, including,<br> but not limited to: (A) conduct related to your service or employment for which either criminal or civil penalties against you may<br> be sought (B) violation of any policies of the Company, including, without limitation, insider trading or anti-harassment policies<br> or (C) participating in a hostile takeover attempt against the Company.
5.	Employment<br> Not Affected. Neither the grant of the Option, nor any other action taken with respect to the Option, shall confer upon the Grantee<br> any right to continue in the employ or service of the Company or shall interfere in any way with the right of the Company to terminate<br> Grantee’s employment or service at any time. Except as may be otherwise limited by another written agreement, the right of<br> the Company to terminate at will the Grantee’s employment with it at any time (whether by dismissal, discharge, retirement<br> or otherwise) is specifically reserved.
6.	No<br> Stockholder Rights. Neither the Grantee, nor any person entitled to exercise the Grantee’s<br> rights in the event of the Grantee’s death, shall have any of the rights and privileges of a holder of the Company’s<br> common stock subject to this Agreement.
7.	Securities<br> Laws. The Company shall not be obligated to issue any Common Stock pursuant to this Agreement if, in the opinion of counsel to<br> the Company, the shares to be so issued are required to be registered or otherwise qualified under the United States Securities Act<br> of 1933, as amended, or under any other applicable statute, regulation or ordinance affecting the sale of securities, unless and<br> until such shares have been so registered or otherwise qualified.

| 3 |

| --- | | 8. | Severability. Should a court of competent jurisdiction deem any of the provisions in this Agreement to be unenforceable in any respect, it is the intention of the parties to this Agreement that this Agreement be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable. It is further the parties’ intent that all provisions not deemed to be overbroad shall be given their full force and effect. You acknowledge that you are freely, knowingly and voluntarily entering into this Agreement after having an opportunity for consultation with your own independent counsel. | | --- | --- | | 9. | Choice of Law and Jurisdiction. This Agreement shall be governed by and construed and interpreted in accordance with the substantive 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. | | 10. | 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 10. | | 11. | Income Taxes. You agree to comply with the appropriate procedures established by the Company, from time to time, to provide for payment or withholding of such income or other taxes as may be required by law to be paid or withheld in connection with the Option or the shares of common stock issuable in connection therewith. | | 12. | Expiration. This Option, to the extent not previously exercised, shall expire on the Tenth (10) anniversary of the Grant Date. | | 13. | Exercise. This Option is to be exercised by delivering to the Company a written notice of exercise in the form attached hereto as Exhibit A together with payment as provided in the Plan. |

| 4 |

| --- |

EXHIBITA

STOCKOPTION EXERCISE NOTICE

Dated: ______________________

To: THE GLIMPSE GROUP, INC.

Attn: [_______________]

Sir/Madam:

Cash Method or Cashless Exercise Method:

Cashless: I will contact my broker from ______________________________ who will be verifying my options and arranging to exercise and/or sell my option shares.

The following information is supplied for use in issuing and registering the shares purchased:

Number<br> of Shares:
Full<br> Name:
Address:
Signature:

| 5 |

| --- |