BILL OF SALE

Exhibit 10.12

XXXX OF SALE

This Xxxx of Sale (this ‘Xxxx 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).

RECITALS

A. This Xxxx of Sale is being executed and delivered in connection with that certain Master Acquisition Agreement, dated as of October 31, 2016, by and between THE GLIMPSE GROUP, INC., a Nevada corporation (the “Buyer”), Seller and Designated Subsidiary as attached hereto as Exhibit A (the “Acquisition Agreement”).

B. Seller desires to sell, assign and transfer to the Designated Subsidiary, and Designated Subsidiary desires to purchase and acquire from the Seller, all of the Seller’s right, title and interest in and to all of the Assigned Assets (as defined in the Acquisition Agreement), on the terms and subject to the conditions set forth in this Xxxx of Sale and in the Acquisition Agreement.

AGREEMENT

In consideration of the mutual representations, warranties, covenants and agreements set forth in this Xxxx of Sale, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Xxxx of Sale and Assignment of Assigned Assets. Seller does hereby sell, assign, transfer, convey and deliver to Designated Subsidiary, all right, title and interest, legal and equitable, to the Assigned Assets to have and to hold all of such Assigned Assets, without limitation, for its own use forever, in exchange for the payments to Seller of the amounts as set forth in the Acquisition Agreement.

2. Title. Seller does hereby vest in Designated Subsidiary title to such Assigned Assets subject to no mortgage, lien, claim, pledge, security interest, conditional sales agreement, right of first refusal, option, restriction, liability, encumbrance or charge, subject to the terms and conditions of the Acquisition Agreement.

3. Warranty of Title . Seller does hereby agree to warrant and defend title to the Assigned Assets against all persons and to indemnify, defend and hold Designated Subsidiary harmless from any breach of warranty, all pursuant to the terms and conditions set forth in the Acquisition Agreement.

4. Miscellaneous Provisions.

a) Further Assurances. Seller hereby agrees, at its own expense, to perform all such further acts and execute and deliver all such further agreements, instruments and other documents as required by the Acquisition Agreement to evidence more effectively the conveyance, assignment, transfer and sale made by Seller under this Xxxx of Sale.

B) Notices. All notices or other communications or deliveries provided for hereunder shall be given in accordance with the notice provisions set forth in the Acquisition Agreement.

c) Successors in Interest. This Xxxx of Sale and all of the provisions hereof shall be binding upon, and inure to the benefit of the successors and assigns of the parties hereto as permitted pursuant to the Acquisition Agreement.

d) Governing Law: Jurisdiction. This Xxxx of Sale 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.

e) The Acquisition Agreement. This Xxxx of Sale is executed and delivered in connection with the Acquisition Agreement. Notwithstanding anything herein to the contrary, nothing herein shall in any way vary the promises, agreements, representations and warranties of any of the parties to, and set forth in, the Acquisition Agreement, all of which shall survive the Closing (as defined in the Acquisition Agreement) and not be merged herewith or therewith. The rights or claims of Designated Subsidiary against Seller or Seller against Designated Subsidiary hereunder shall not be greater than the rights or claims of Designated Subsidiary against the Seller or of the Seller against Designated Subsidiary, respectively, under the Acquisition Agreement and any claims hereunder shall be governed by the limitations and procedures set forth in the Acquisition Agreement. In the event of a conflict of any term, condition or provision between this Xxxx of Sale and the Acquisition Agreement, the terms, conditions and provisions of the Acquisition Agreement shall prevail and supersede this Xxxx of Sale.

f) Counterpa1ts, Facsimiles. This Xxxx of Sale may be executed in two or more counterparts, each and all of which shall be deemed an original and all of which together shall constitute but one and the same instrument. The execution and delivery of this Xxxx of Sale may be perfected by the exchange of executed signature pages via facsimile or Adobe Portable Document Format followed by delivery of the original executed signature pages via overnight mail carrier thereafter.

[Signatures appear on following page.]

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IN WITNESS WHEREOF, Seller and Designated Subsidiary have caused this Xxxx of Sale to be executed as of the date specified above.

	DESIGNATED SUBSIDIARY:
	DIRE Studio
	a Nevada limited liability company
	By:	/s/ Xxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxxxx
	Title:	President
	SELLER:	Crafty Games, LLC
	By:	/s/ Xxx Xxx Xxx (Xxxx)
	Xxx Xxx Xxx (Xxxx)
	Address for
	Notices: 000
	Xxxx Xxx.,
	#XX Xxxxxxxx,
	XX 00000
	Email: xxx000@xxx.xxx
	OWNERS:
	Yixuan Li (Xxxxx)
	By:	/s/ Yixuan Li (Xxxxx)
	Yixuan Li (Xxxxx)
	Address for Notices:
	00 Xxxxxxx Xxx.
	Xxxxxxxx,XX, 00000
	Email: xxxxxxxxxxxxx@xxx.xxx
	Xxxxxx Xxxx
	By:	/s/ Xxxxxx Xxxx
	Xxxxxx Xxxx
	Address for Notices;
	0000 Xxxxxxx Xx.
	Xxxxxxxx, XX 00000
	Email: xx000@xxx.xxx
	By:	/s/ Xxx Xxx Xxx (Xxxx)
	Xxx Xxx Kao (Xxxx)
	Address for
	Notices: 000
	Xxxx Xxx.,
	#XX Xxxxxxxx,
	XX 00000
	Email: xxx000@xxx.xxx

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Exhibit A

Acquisition Agreement

(Attached)

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