Form of Convertible Note II Promissory Note

Exhibit 10.33

CONVERTIBLE PROMISSORY NOTE

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.

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.

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:

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.

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.

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.

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”).

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.

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.

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.

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.

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.

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.

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]

[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.

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: ___________