Exhibit 10.80

THE SECURITIES PURCHASED BY THIS PURCHASE AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS, AND TRANSFER OF THE SECURITIES IS RESTRICTED BY THE TERMS OF THIS PURCHASE AGREEMENT, THE COMPANY’S AMENDED AND RESTATED OPERATING AGREEMENT AND BY APPLICABLE LAW.

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Purchase Agreement”) is made by and between Investview Financial Group Holdings, LLC, a Delaware limited liability company (the “Company”), Investview, Inc., a Nevada corporation (“Investview”), and SSA Technologies LLC, a New Jersey limited liability company (“Purchaser”), as of March 22, 2021. In this Purchase Agreement, the Company, Investview and Purchaser are sometimes referred to individually as a “Party” and collectively as the “Parties.”

WHEREAS, pursuant to the terms of the Limited Liability Company Agreement, dated as of March 22, 2021 (the “Operating Agreement”) among the members of the Company, the Company may issue “Class B Units,” which are exchangeable into shares of the Common Stock of Investview pursuant to the terms set forth therein (the “Conversion Shares”);

WHEREAS, as of the date hereof, in conjunction with the transactions contemplated by this Purchase Agreement, the Company, the Purchaser and certain other parties thereto are entering into a Securities Purchase Agreement (the “LevelX Capital Agreement”), pursuant to which the Company will issue Class B Units to the Purchaser and such other parties in exchange for the equity of LevelX Capital LLC, and the Company is entering into a Securities Purchase Agreement with MPower Trading Systems LLC (the “Other Purchase Agreements”); and

WHEREAS, Purchaser wishes to purchase, and the Company wishes to sell, 240,000,000 Class B Units (the “Interests”), pursuant to the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the terms and conditions herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:

1. Purchase of Interests.

(a) Subject to the terms and conditions of this Purchase Agreement, Purchaser hereby irrevocably agrees to purchase the Interests in exchange for the Consideration (as defined below) and otherwise upon the terms and conditions set forth herein (the “Purchase”) at the Closing. The Interests being purchased under this Purchase Agreement are also referred to herein collectively as the “Securities.” The rights and preferences of the Interests are as set forth in the Operating Agreement.

(b) As “Consideration” for the purchase and sale of the Securities, the Purchaser hereby irrevocably agrees to:

(i) contribute, transfer and assign to the Company all of Purchaser’s assets (the “Assets”) at the Closing, including but not limited to:

(1) all one-hundred percent of the Purchaser’s right, title and interest in and to the membership or other equity interests of LevelX Advisors LLC (“LevelX Advisors”) with full title guarantee as of the date hereof; and

(2) all one-hundred percent of the Purchaser’s right, title and interest in and to the membership or other equity interests of any other entity owned by Purchaser (“Other Subsidiary”), with full title guarantee as of the date hereof; and

(3) all other assets of Purchaser of every nature, tangible and intangible, including all intellectual property and all contracts, permits and other rights;

provided, however, that the Assets (as defined in this Purchase Agreement) shall exclude the Purchaser’s right, title and interest in and to the membership or other equity interests of LevelX Capital LLC, including LevelX Capital LLC’s BD Net-Capital Account; and

(ii) loan up to $1,500,000 aggregate principal amount to the Company from time to time for working capital purposes, as evidenced by that certain Promissory Note, substantially in the form attached hereto as Exhibit A (the “Promissory Note”).

(c) The Company hereby irrevocably agrees to accept the Assets at the Closing and, pursuant to and in accordance with the terms and conditions of this Purchase Agreement, hereby irrevocably agrees to assume at the Closing and to pay, perform and discharge when due all liabilities and obligations with respect to or otherwise related to the Assets, but excluding all liabilities that are not either (i) conveyed by the transfer of the equity of a subsidiary or (ii) ordinary course operating liabilities of the business of the Purchaser conveyed pursuant hereto (the “Liabilities”).

The purchase of Interests involves significant risks, as more fully set forth on Appendix A of this Purchase Agreement.

2. Conditions Precedent to Closing; Closing.

(a) The Company’s obligation to proceed to the closing of the transactions contemplated hereby (the “Closing”) is subject to the fulfillment, or waiver by the Company, on or prior to the Closing of each of the following:

(i) the Parties shall have executed this Purchase Agreement on or before March 22, 2021;

(ii) the simultaneous closing of the transactions contemplated by the LevelX Capital Agreement;

(iii) receipt of all consents, authorizations, orders and approvals of, and completion of all filings and registrations that are required for or in connection with the consummation by Purchaser of the transactions contemplated hereby;

(iv) Purchaser shall have delivered audited financial statements compliant with the requirements of Regulation S-X (the “Audit”);

(v) Purchaser shall have delivered an executed joinder or signature page to the Operating Agreement;

(vi) Purchaser shall have delivered a copy of that certain Registration Rights Agreement, by and among the Company and the other parties thereto (the “Registration Rights Agreement”), executed by Purchaser;

(vii) Purchaser shall have delivered an executed Lock-Up Agreement with respect to the Conversion Shares (the “Lock-Up Agreement”);

(viii) Purchaser shall have delivered a copy of the Promissory Note, executed by Purchaser;

(ix) Purchaser shall have delivered a copy of the Pledge Agreement, executed by Purchaser;

(x) Purchaser shall have delivered certificate(s), if any, evidencing all of Purchaser’s membership or other equity interests in LevelX Advisors and each Other Subsidiary and executed stock powers irrevocably assigning such certificate(s) and associated interests to the Company;

(xi) the representations and warranties of the Purchaser contained in Section 5 of this Purchase Agreement shall be true and correct as of the date hereof and as of the Closing Date as if made on and as of the Closing Date (except to the extent such representations and warranties specifically related to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), and the Purchaser shall have complied with all of its obligations in this Purchase Agreement;

(xii) Purchaser shall have delivered a certificate, duly executed by an authorized executive officer of the Purchaser, dated as of the Closing Date, certifying that the conditions specified in Section 2(a)(xi) have been fulfilled; and

(xiii) Purchaser shall have delivered any other reasonable documents, instruments or agreements requested by the Company to consummate the transactions contemplated by this Purchase Agreement.

(b) Purchaser’s obligation to proceed to the Closing is subject to the fulfillment, or waiver by Purchaser, on or prior to the Closing of each of the following:

(i) the Parties shall have executed this Purchase Agreement on or before March 22, 2021;

(ii) the Company and the other parties thereto shall each have executed the Other Purchase Agreements on or before March 22, 2021, and such Other Purchase Agreements shall not have been amended or terminated prior to the Closing without the prior written consent of the Purchaser and Investview;

(iii) the Company shall have delivered a fully executed copy of the Operating Agreement;

(iv) the Company shall have delivered a copy of the Registration Rights Agreement, executed by the Company;

(v) Investview shall have delivered a copy of the Promissory Note, executed by Investview;

(vi) Investview shall have delivered a copy of the Pledge Agreement, executed by Investview;

(vii) the Company shall have delivered a certificate evidencing Purchaser’s ownership of the Interests;

(viii) the representations and warranties of the Company and Investview contained in Sections 3 and 4, respectively, of this Purchase Agreement shall be true and correct as of the date hereof and as of the Closing Date as if made on and as of the Closing Date (except to the extent such representations and warranties specifically related to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), and each of the Company and Investview shall have complied with all of its obligations hereunder under this Purchase Agreement; and

(ix) the Company shall have delivered a certificate, duly executed by an authorized executive officer of the Company, dated as of the Closing Date, certifying that the conditions specified in Section 2(b)(viii) have been fulfilled;

(c) The Closing shall take place virtually at 10:00 a.m., Eastern Standard Time, on the fifth business day after the date on which the conditions set forth in subsections (a) and (b) of this Section 2 are fulfilled or waived or on such other date or time as the Parties may otherwise mutually agree in writing (the “Closing Date”); provided that if the Closing has not occurred prior to the date that is nine months from the date hereof, this Purchase Agreement may be terminated by the Company in its sole discretion, unless the failure of the Company to fulfill the conditions set forth in Section 2(b) hereof, or the breach by the Company of any of its obligations hereunder, has been the cause of, or resulted in, the failure of the Closing to occur on or before such date.

3. Representations and Warranties of the Company. The Company hereby represent and warrant to Purchaser as follows:

(a) Organization and Standing. The Company is a limited liability company duly formed, validly existing and in good standing under the laws of the state of Delaware. The Company has all requisite limited liability company power and authority to own and operate its properties and assets, to execute and deliver this Purchase Agreement and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary.

(b) Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Purchase Agreement has been duly authorized by all necessary limited liability company action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Purchase Agreement, will be duly and validly issued, fully paid and non-assessable.

(c) Authorization; Enforcement. (A) The Company has all requisite limited liability company power and authority to enter into and perform this Purchase Agreement and to consummate the transactions contemplated hereby, to issue the Interests in accordance with the terms hereof, and (B) the execution and delivery of this Purchase Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by the Company’s sole member and no further consent or authorization is required, this Purchase Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Purchase Agreement and the other documents executed in connection herewith and bind the Company accordingly.

(d) Capitalization. The capitalization of the Company as of immediately following the Purchase (which capitalization shall reflect the assumption that the closing of the transactions contemplated by the Other Purchase Agreements has occurred) is attached hereto as Exhibit B.

(e) Validity. This Purchase Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(f) No Broker Fees. There are no claims for brokerage commission, finders’ fees or similar compensation in connection with the transactions contemplated by this Purchase Agreement or related documents based on any arrangement or agreement binding upon the Company. The Company will indemnify and hold the Purchaser harmless against any liability, loss or expense (including, without limitation, reasonable attorney’s fees and out-of-pocket expenses) arising in connection with any such claim caused by or resulting from any action or omission by Company in violation of this Section 3(f).

4. Representations and Warranties of Investview. Investview hereby represents and warrants to Purchaser as follows:

(a) SEC Reports. Investview has timely filed all of the reports, schedules, forms, statements and other documents required to be filed by Investview with the SEC pursuant to the reporting requirements of the 1934 Act (the “SEC Reports”). The SEC Reports, at the time they were filed with the SEC, (i) complied as to form in all material respects with the requirements of the 1934 Act and the 1934 Act Regulations and (ii) did not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(b) Independent Accountants. The accountants who certified the audited consolidated financial statements of Investview included in the SEC Reports are independent public accountants as required by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations, and the Public Company Accounting Oversight Board.

(c) Financial Statements; Non-GAAP Financial Measures.

(i) The consolidated financial statements included or incorporated by reference in the SEC Reports, together with the related notes, present fairly, in all material respects, the financial position of Investview and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of Investview and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except in the case of unaudited, interim financial statements, subject to normal year-end audit adjustments and the exclusion of certain footnotes.

(ii) Except as specifically set forth in the financial statements included in Investview’s Form 10-K for the fiscal year ended March 31, 2020 and the financial statements included in Investview’s Form 10-Q for each of the quarters ended June 30, 2020, September 30, 2020 and December 31, 2020, Investview has no liability or obligation, absolute or contingent, including without limitation any indebtedness, except (i) obligations and liabilities incurred after the date of such financial statements in the ordinary course of business that are not material, individually or in the aggregate, and (ii) obligations under contracts made in the ordinary course of business that would not be required to be reflected in financial statements prepared in accordance with general accepted accounting principles.

(d) No Material Adverse Change in Business. Since March 31, 2020, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of Investview and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), there have been no transactions entered into by Investview or any of its subsidiaries, other than those in the ordinary course of business and except as contemplated in this Purchase Agreement, which are material with respect to Investview and its subsidiaries considered as one enterprise, and there has been no dividend or distribution of any kind declared, paid or made by Investview on any class of its capital stock.

(e) Good Standing of Investview. Investview has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Nevada and has corporate power and authority to own, lease and operate its properties and to conduct its business as disclosed in the SEC Reports and to enter into and perform its obligations under this Purchase Agreement; and Investview is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.

(f) Good Standing of Subsidiaries. Each “significant subsidiary” of Investview, as such term is defined in Rule 1-02 of Regulation S-X (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the SEC Reports and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. All of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by Investview, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary.

(g) Capitalization; Issuance of Shares.

(i) Investview has an authorized capitalization as set forth in the SEC Reports. The outstanding shares of capital stock of Investview have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding shares of capital stock of Investview were issued in violation of the preemptive or other similar rights of any securityholder of Investview which have not been waived. The Conversion Shares are duly authorized and reserved for issuance and, upon exchange of the Interests upon their redemption in accordance with their terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of Investview and will not impose personal liability upon the holder thereof.

(ii) There are no outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from Investview of any shares of its capital stock other than the rights of redemption of the Class B Units in exchange for Conversion Shares. No stock plan, stock purchase, stock option or other agreement or understanding between Investview and any holder of any equity securities or rights to purchase equity securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of (i) termination of employment or consulting services (whether actual or constructive); (ii) any merger, consolidated sale of stock or assets, change in control or any other transaction(s) by Investview; (iii) the transactions contemplated hereby; or (iv) the occurrence of any other event or combination of events.

(h) Validity. This Purchase Agreement has been duly authorized, executed and delivered by Investview and constitutes a valid and binding obligation of Investview, enforceable against it in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(i) Authorization; Enforcement. (A) Investview has all requisite corporate power and authority to enter into and perform this Purchase Agreement and to consummate the transactions contemplated hereby and thereby, to issue the Conversion Shares in accordance with the terms hereof and of the Operating Agreement, and (B) the execution and delivery of this Purchase Agreement by Investview and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance and reservation for issuance of the Conversion Shares) have been duly authorized by Investview’s Board of Directors and no further consent or authorization of Investview, its Board of Directors, or its shareholders is required, this Purchase Agreement has been duly executed and delivered by Investview by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Purchase Agreement and the other documents executed in connection herewith and bind Investview accordingly.

(j) Absence of Violations, Defaults and Conflicts. Neither Investview nor any of its subsidiaries is (A) in violation of its charter, bylaws or similar organizational document, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which Investview or any of its subsidiaries is a party or by which it or any of them may be bound or to which any of the properties or assets of Investview or any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in liability to Investview in excess of $50,000, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over Investview or any of its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, result in liability to Investview in excess of $50,000. The execution, delivery and performance of this Purchase Agreement and the consummation of the transactions contemplated herein (including the issuance and sale of the Conversion Shares) and compliance by Investview with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or result in the creation or imposition of, any lien, charge or encumbrance upon any properties or assets of Investview or any subsidiary pursuant to, the Agreements and Instruments, or require notice to or consent of any party to any agreement or commitment to which Investview is a party that has not been obtained, nor will such action result in any violation of (i) the provisions of the articles of incorporation, bylaws or similar organizational document of Investview or any of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity.

(k) Absence of Labor Dispute. No labor dispute with the employees of Investview or any of its subsidiaries exists or, to the knowledge of Investview, is imminent, and Investview is not aware of any existing or imminent labor disturbance by the employees of any of its or any subsidiary’s principal suppliers, manufacturers, customers or contractors, which, in either case, would result in a Material Adverse Effect.

(l) Absence of Proceedings. Except as set forth on Disclosure Schedule 4(l), there is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity now pending or, to the knowledge of Investview, threatened, against or affecting Investview or any of its subsidiaries, which would reasonably be expected to result in a liability in excess of $50,000, or which would reasonably be expected to adversely affect the consummation of the transactions contemplated in this Purchase Agreement or the performance by Investview of its obligations hereunder. The foregoing includes, without limitation, actions pending or, to Investview’s knowledge, threatened involving the prior employment of any of Investview’s employees, their use in connection with Investview’s business of any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers. Investview is not a party or, to its knowledge, subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality.

(m) Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity, and no notice under, or consent pursuant to, any Agreements and Instruments, is necessary or required for the performance by Investview of its obligations hereunder, in connection with the offering, issuance, or sale of the Securities hereunder or the consummation of the transactions contemplated by this Purchase Agreement, except such as have been already obtained.

(n) Possession of Licenses and Permits. Investview and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by Investview, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect. Investview and its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect. No Governmental License has expired, terminated or been suspended and no Governmental License will expire, terminate or be suspended within 90 days. Neither Investview nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

(o) Title to Property. Investview and its subsidiaries do not own any real property. Investview and its subsidiaries have title to all tangible personal property owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such restrictions and encumbrances as do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by Investview or any of its subsidiaries; and all of the leases and subleases material to the business of Investview and its subsidiaries, considered as one enterprise, and under which Investview or any of its subsidiaries holds properties, are in full force and effect, and neither Investview nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of Investview or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of Investview or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

(p) Intellectual Property. Investview and its subsidiaries own or possess the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse Effect.

(q) Investview IT Systems. Investview and its subsidiaries own or have a valid right to access and use all computer systems, networks, hardware, software, databases, websites, and equipment used to process, store, maintain and operate data, information, and functions used in connection with the business of Investview and its subsidiaries (the “Investview IT Systems”). The Investview IT Systems are adequate for, and operate and perform in all material respects as required in connection with, the operation of the business of Investview and its subsidiaries as currently conducted. Investview and its subsidiaries have implemented commercially reasonable backup, security and disaster recovery technology consistent in all material respects with applicable regulatory standards and customary industry practices.

(r) Cybersecurity. (A) There has been no security breach or other compromise of or relating to the Investview IT Systems; (B) Investview has not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any such security breach or other compromise of the Investview IT Systems; (C) Investview and its subsidiaries have implemented policies and procedures with respect to the Investview IT Systems that are reasonably consistent with industry standards and practices, or as required by applicable regulatory standards; and (D) Investview and its subsidiaries are presently in material compliance with all applicable laws or statutes, judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority and contractual obligations relating to the privacy and security of the Investview IT Systems and to the protection of the Investview IT Systems from unauthorized use, access, misappropriation or modification.

(s) Environmental Laws. Except as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) neither Investview nor any of its subsidiaries is in violation of any applicable federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) Investview and its subsidiaries have all permits, authorizations and approvals required for their operations under any applicable Environmental Laws and are each in compliance with their requirements, (C) there are no pending or, to the knowledge of Investview, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings relating to any Environmental Law against Investview or any of its subsidiaries and (D) to the knowledge of Investview, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting Investview or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws.

(t) Accounting Controls and Disclosure Controls. Except as set forth in Investview’s SEC Reports, Investview and its subsidiaries maintain effective internal control over financial reporting (as defined under Rule 13a-15 and 15d-15 under the 1934 Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since the end of Investview’s most recent audited fiscal year, there has been (1) no material weakness in Investview’s internal control over financial reporting (whether or not remediated) and (2) no change in Investview’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, Investview’s internal control over financial reporting.

(u) Compliance with the Sarbanes-Oxley Act. Investview is in compliance in all material respects with all provisions of the Sarbanes-Oxley Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof that are in effect and with which Investview is required to comply.

(v) Payment of Taxes. All United States federal income tax returns of Investview and its subsidiaries required by law to be filed have been filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided. No assessment in connection with United States federal tax returns has been made against Investview. Investview and its subsidiaries have filed all other tax returns that are required to have been filed by them or have timely requested extensions thereof pursuant to applicable foreign state, local or other law and have paid all taxes due pursuant to such returns or all taxes due and payable pursuant to any assessment received by Investview and its subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been established by Investview or its subsidiaries. The charges, accruals and reserves on the books of Investview in respect of any income and corporation tax liability for any years not finally determined have been determined in accordance with GAAP and are reasonably expected by Investview to be adequate to meet any assessments or reassessments for additional income tax for any years not finally determined.

(w) ERISA. (i) At no time in the past six years has Investview or any ERISA Affiliate maintained, sponsored, participated in, contributed to or had any liability or obligation in respect of any Employee Benefit Plan subject to Title IV of ERISA or Section 412 of the Code, any “multiemployer plan” as defined in Section 3(37) of ERISA or any multiple employer plan for which Investview or any ERISA Affiliate has incurred or could incur material liability under Section 4063 or 4064 of ERISA, (ii) no “welfare benefit plan” as defined in Section 3(1) of ERISA provides or promises, or at any time provided or promised, retiree health, or other post-termination benefits except to the extent such benefit is fully insured or as may be required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or similar state law and (iii) each Employee Benefit Plan is and has been operated in compliance with its terms and all applicable laws, including but not limited to ERISA and the Code. Each Employee Benefit Plan intended to be qualified under Code Section 401(a) has a favorable determination or opinion letter from the Internal Revenue Service upon which it can rely, and any such determination or opinion letter remains in effect and has not been revoked and no event has occurred and no facts or circumstances exist that could reasonably be expected to result in the loss of qualification or tax exemption of any such Employee Benefit Plan. With respect to each Foreign Benefit Plan, such Foreign Benefit Plan (1) if intended to qualify for special tax treatment, meets, in all material respects, the requirements for such treatment, and (2) if required to be funded, is funded to the extent required by applicable law. Investview does not have any obligations under any collective bargaining agreement with any union. As used in this Section 4(w), “Code” means the Internal Revenue Code of 1986, as amended; “Employee Benefit Plan” means any “employee benefit plan” within the meaning of Section 3(3) of ERISA, including, without limitation, all equity and equity-based, severance, employment, change-in-control, medical, disability, fringe benefit, bonus, incentive, deferred compensation, employee loan and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA, under which (x) any current or former employee, director, independent contractor or other service provider of Investview or its subsidiaries has any present or future right to benefits and which are contributed to, sponsored by or maintained by Investview or any of the Subsidiaries or (y) Investview or any of the Subsidiaries has had or has any present or future direct or contingent obligation or liability; “ERISA” means the Employee Retirement Income Security Act of 1974, as amended; “ERISA Affiliate” means any member of the company’s controlled group as determined pursuant to Code Section 414(b), (c), (m) or (o), with respect to any Person, each business or entity under “common control” with such Person within the meaning of Section 4001(a)(14) of ERISA; and “Foreign Benefit Plan” means any Employee Benefit Plan established, maintained or contributed to outside of the United States of America and which is not subject to United States law.

(x) Insurance. Investview and its subsidiaries carry or are entitled to the benefits of insurance, with what Investview reasonably believes to be financially sound and reputable insurers, in such amounts and covering such risks as is adequate for the conduct of their respective businesses and the value of their respective properties and assets, and all such insurance is in full force and effect. Investview has no reason to believe that it or any of its subsidiaries will not be able (A) to renew its existing insurance coverage as and when such policies expire or (B) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that is comparable to its existing cost.

(y) Investment Company Act. Investview is not required, and upon the issuance and sale of the Securities will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended.

(z) No Unlawful Payments. None of Investview, any of its subsidiaries or, to the knowledge of Investview, any director, officer, agent, employee, affiliate or other person acting on behalf of Investview or any of its subsidiaries has taken any action, directly or indirectly, that would result in a violation of any applicable anti-corruption laws, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) in violation of any applicable anti-corruption laws, and Investview and its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain policies and procedures designed to ensure continued compliance therewith.

(aa) Compliance with Anti-Money Laundering Laws. The operations of Investview and its subsidiaries are and have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Anti-Money Laundering Laws”); and no action, suit or proceeding by or before any Governmental Entity involving Investview or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of Investview, threatened.

(bb) No Conflicts with Sanctions Laws. None of Investview, any of its subsidiaries or, to the knowledge of Investview, any director, officer, agent, employee, affiliate or other person acting on behalf of Investview or any of its subsidiaries is an individual or entity (“Person”) currently the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is Investview or any of its subsidiaries located, organized or resident in a country or territory that is the subject of Sanctions; and Investview will not knowingly directly or indirectly use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiaries, joint venture partners or other Person, to fund any activities of or the business with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in violation by any Person of Sanctions.

(cc) Private Placement. Neither Investview nor its subsidiaries, nor any person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security under any circumstances that would require registration under the 1933 Act of the Securities being sold pursuant to this Purchase Agreement. Assuming the accuracy of the representations and warranties of Purchaser contained in Section 5 hereof, the issuance of the Securities, including the issuance of the Conversion Shares, is exempt from registration under the 1933 Act.

(dd) Transactions with Affiliates. Neither Investview nor any of its subsidiaries is a party to any agreement, written or oral, to sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its employees, officers, directors, former employees, officers or directors, or affiliates, except in the ordinary course of business at prices and on terms and conditions not less favorable to Investview or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties and which has been disclosed in writing to the Purchaser. Neither Investview nor any of its subsidiaries has liability or obligation, absolute or contingent, including without limitation any indebtedness, to any of its employees, officers, directors, former employees, officers or directors, or affiliates, except (i) current employee compensation payable in the ordinary course for amounts which have not accrued more than 30 days or as disclosed in writing to the Purchaser.

5. Representations and Warranties of Purchaser. By executing this Purchase Agreement, Purchaser hereby represents and warrants to the Company as follows:

(a) Organization and Standing. Purchaser is a limited liability company duly formed, validly existing and in good standing under the laws of the state of Florida.

(b) Assets; Liabilities. Purchaser has good and valid title to, or a valid leasehold interest in, all of the Assets, free and clear of any liens, charges, pledges, security interests or other encumbrances, and the Purchaser is free to transfer good and marketable title to the Assets in connection with the Closing. The Assets constitute all of the assets, rights, properties and equity interests of other entities that are required, necessary and sufficient to carry on, or otherwise associated with, the business of the Purchaser as it is currently being conducted by the Purchaser and as it was conducted by Purchaser prior to the Closing. The Liabilities, including the Liabilities of LevelX Advisors and any Other Subsidiary, do not include any indebtedness for borrowed money, liabilities or obligations unrelated to the Assets and the operation of the business related thereto, or any liabilities or obligations owed to parties that are an officer, director, manager, employee, member, shareholder or otherwise affiliated with or related to Purchaser, and any such indebtedness, liabilities or obligations have been satisfied or assumed by Purchaser (or will otherwise remain indebtedness, liabilities or obligations of Purchaser and not be assumed by the Subsidiary) prior to the Closing Date.

(c) Equity. Purchaser has good and marketable title to the membership or other equity interests of LevelX Advisors, free and clear of any liens, charges, pledges, security interests or other encumbrances, and the Purchaser is free to transfer good and marketable title to all the said membership or other equity interests to the Company pursuant to the Purchase. All of the issued and outstanding membership or other equity interests of LevelX Advisors are owned of record by the Purchaser and included in the Purchase. There are no existing options, restricted share units, share appreciation rights, performance shares, “phantom” shares, warrants, calls, rights or contracts to which LevelX Advisors is a party requiring, and there are no securities of LevelX Advisors outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of capital stock or other equity interests of LevelX Advisors or other securities convertible into, exchangeable or evidencing the right to subscribe for or purchase equity interests of LevelX Advisors.

(d) Authorization; Enforcement. (A) Purchaser has all requisite limited liability company power and authority to enter into and perform this Purchase Agreement and to consummate the transactions contemplated hereby including completion of the Purchase in accordance with the terms hereof, and (B) the execution and delivery of this Purchase Agreement by Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by Purchaser’s board of managers and no further consent or authorization is required, this Purchase Agreement has been duly executed and delivered by Purchaser by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Purchase Agreement and the other documents executed in connection herewith and bind Purchaser accordingly.

(e) Validity. This Purchase Agreement has been duly authorized, executed and delivered by Purchaser and constitutes a valid and binding obligation of Purchaser, enforceable against it in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(f) LevelX Advisors LLC.

(i) LevelX Advisors is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of New Jersey, and has full power and authority to carry on its business as it has been and is conducted.

(ii) LevelX Advisors has obtained all necessary licenses, approvals, and authorizations from all appropriate governmental authorities for the performance of its business. LevelX Advisors is duly registered as an investment adviser with the New Jersey Bureau of Securities and will maintain such registration so long as it is required by applicable law. LevelX Advisors will become registered as an investment adviser with the SEC when required to do so under applicable law including, but not limited to, the Investment Advisers Act of 1940 and the regulations promulgated thereunder (the “Advisers Act”).

(iii) LevelX Advisors has complied, and is now complying, with all statutes, laws, regulations, rules, orders, judgments, decrees, other requirement or rule of law of any governmental or regulatory authority applicable to it or its business, properties and assets. There are no outstanding orders from any governmental or regulatory authority and no unsatisfied judgments, penalties or awards against or affecting LevelX Advisors or any of its properties or assets. There are no actions, suits, proceedings, inquiries or investigations pending or, to Purchaser’s knowledge, threatened against or by LevelX Advisors affecting any of its business, properties, assets or any necessary licenses, approvals and/or authorizations required for Purchaser’s businesses. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such action, suit, proceeding, inquiry or investigation.

(iv) LevelX Advisors and its affiliates are in, and will maintain compliance with, all applicable laws necessary for them to provide investment advisory services and its business as currently conducted, including (A) laws related to investments or reporting investment holdings, including reports under Sections 13 and 16 of the Exchange Act, and the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1974, as amended, and comparable laws of all relevant jurisdictions, (B) laws which seek to prohibit or limit business activities which pose the potential for supporting or advancing terrorist related activities, particularly business activities in sanctioned or sensitive countries (as identified by the U.S. federal government, the U.S. Department of Treasury, the SEC, or other applicable governing bodies) and (C) anti-corruption and anti-money laundering laws.

(v) LevelX Advisors and its affiliates have in place a business continuity and disaster recovery program as well as cyber securities policies and procedures and a compliance program, all of which are reasonably designed to prevent and detect violations of applicable law. LevelX Advisors and its affiliates have adopted, and will maintain and enforce written policies and procedures that address administrative, technical, and physical safeguards for the protection of the records and information related to their customers and clients.

(vi) Neither LevelX Advisors nor any other person “associated” (as defined under the Advisers Act) with LevelX Advisors has been subject to disqualification pursuant to Section 203 of the Advisers Act to serve as an “investment adviser” (as defined under the Advisers Act) or as an associated person of an investment adviser, or subject to disqualification pursuant to Rule 206(4)-3, under the Advisers Act.

(g) Investment Representations. Purchaser understands that the Securities have not been registered under the Securities Act. Purchaser also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act of 1933, as amended (the “Securities Act”) based in part upon Purchaser’s representations contained in this Purchase Agreement.

(h) Purchaser Bears Economic Risk. Purchaser has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. Purchaser must bear the economic risk of this investment indefinitely unless the Securities are registered pursuant to the Securities Act or an exemption from registration is available. Purchaser acknowledges that Purchaser is able to bear the economic risk of losing Purchaser’s entire investment in the Securities. Purchaser understands that the Company has no present intention of registering the Securities or its Interests; provided, however, that the Conversion Shares are subject to registration pursuant to the Registration Rights Agreement. Purchaser also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Purchaser to transfer all or any portion of the Securities under the circumstances, in the amounts or at the times Purchaser might propose. Purchaser also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities, including, but not limited to, those described on Appendix A hereto.

(i) Acquisition for Own Account. Purchaser is acquiring the Securities for Purchaser’s own account for investment only and not with a view towards their distribution.

(j) Purchaser Can Protect Its Interest. Purchaser represents that by reason of its or its management’s business or financial experience, Purchaser has the capacity to protect its own interests in connection with the transactions contemplated in this Purchase Agreement and other agreements required hereunder. Further, Purchaser is aware of no publication of any advertisement in connection with the transactions contemplated in this Purchase Agreement.

(k) Accredited Investor. Purchaser represents that it is an “accredited investor” within the meaning of Regulation D under the Securities Act.

(l) Company Information. Purchaser has received and read a summary of the Company’s business and has had an opportunity to discuss the Company’s business, management and financial affairs with directors, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. Purchaser has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment.

(m) Domicile. Purchaser maintains Purchaser’s domicile (and is not a transient or temporary resident) at the address set forth in Section 10.

(n) Bad Actor. Neither Purchaser, nor any “Covered Person” related to the Purchaser, is a “Bad Actor” under Rule 506(d) of Regulation D of the Rules and Regulations promulgated under the Securities Act.

(o) Rule 144. Purchaser acknowledges and agrees that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser has been advised of or is aware of the provisions of Rule 144 promulgated under the Securities Act as in effect from time to time, which permits limited resale of interests purchased in a private placement subject to the satisfaction of certain conditions, including, among other things: the availability of certain current public information about the Company, the resale occurring following the required holding period under Rule 144 and the number of interests being sold during any three month period not exceeding specified limitations.

(p) No Brokerage Fees. There are no claims for brokerage commission, finders’ fees or similar compensation in connection with the transactions contemplated by this Purchase Agreement or related documents based on any arrangement or agreement binding upon Purchaser. The undersigned will indemnify and hold the Company harmless against any liability, loss or expense (including, without limitation, reasonable attorney’s fees and out-of-pocket expenses) arising in connection with any such claim caused by or resulting from any action or omission by Purchaser in violation of this Section 5(p).

6. Covenants.

(a) Conduct of Business.

(i) From and after the date of this Purchase Agreement and through the Closing Date, the Purchaser shall, except as expressly contemplated by this Purchase Agreement or as required by applicable law (A) conduct the business of LevelX Advisors in the ordinary course of business consistent with past practice and in compliance in all material respects, (B) use its best efforts to preserve substantially intact LevelX Advisors’ business organization, to keep available the services of LevelX Advisors’ current officers and employees, to preserve LevelX Advisors’ present relationships with customers, suppliers, distributors, licensors, licensees and other Persons having business relationships with it; and (C) confer with the Company to keep the Company informed with respect to the operational matters and to report the general status of the ongoing operations of the business.

(ii) Without limiting the generality of Section 6(a)(i), between the date of this Purchase Agreement and the Closing Date, except as otherwise expressly contemplated by this Purchase Agreement, or as required by applicable law, the Purchaser shall not permit LevelX Advisors to, without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed, and which consent may be granted by email approval):

(1) amend or propose to amend its organizational documents;

(2) (A) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any of its equity securities, or (B) declare, set aside or pay any dividend or distribution (whether in cash, stock, property or otherwise) in respect of, or enter into any contract with respect to the voting of, any shares of its equity securities;

(3) issue, sell, pledge, dispose of or encumber any of its equity securities;

(4) (A) increase the compensation payable or that could become payable to directors, officers or employees, (B) enter into any new or amend in any material respect, any existing employment, severance, retention or change in control agreement with any of its past or present officers or employees, or (C) establish, adopt, enter into, amend, terminate, exercise any discretion under, or take any action to accelerate rights under any employee plans or any plan, agreement, program, policy, trust, fund or other arrangement, or make any contribution to any employee plan, other than contributions required by law or the terms of such employee plans as in effect on the date hereof or that are made in the ordinary course of business consistent with past practice;

(5) acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or person or division thereof or make any loans, advances or capital contributions to or investments in any person;

(6) (A) transfer, license, sell, lease or otherwise dispose of any assets (whether by way of merger, consolidation, sale of stock or assets, or otherwise), including the capital stock or other equity interests in any subsidiary, provided that the foregoing shall not prohibit transferring, licensing, selling, leasing or disposing of obsolete equipment or assets being replaced, in each case in the ordinary course of business consistent with past practice, or (B) adopt or effect a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization;

(7) incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person;

(8) enter into or amend or modify in any material respect, or consent to the termination of (other than at its stated expiration date), any material contract; or

(9) enter into any material agreement, agreement in principle, letter of intent, memorandum of understanding or similar contract with respect to any joint venture, strategic partnership or alliance.

(b) From and after the date of this Purchase Agreement, Purchaser shall provide to the Company the benefit of the operations of Purchaser’s business, including paying over to the Company all revenue received by Purchaser with respect thereto, in exchange for which the Company shall be responsible for all obligations of the operations of Purchaser’s business, including paying all liabilities of Purchaser when due or, if not so paid, reimbursing Purchaser for the amount of any liabilities of Purchaser paid by Purchaser within five business days thereof, in each case other than Excluded Liabilities (as defined below). In furtherance of the foregoing, from and after the date of this Purchase Agreement, Purchaser and the Company shall use their commercially reasonable efforts to obtain any consents required to assign from Purchaser to the Company any contract or agreement included in the Assets (an “Assigned Contract”). If any such consent is not obtained prior to the Closing Date, such Assigned Contract shall not be included in the Assets until such consent is obtained, during which period Purchaser shall continue to provide to the Company the benefit of the Assigned Contract, including paying over to the Company all revenue received by Purchaser with respect thereto, in exchange for which the Company shall be responsible for all obligations of the Assigned Contract, including paying all liabilities of Purchaser when due or, if not so paid, reimbursing Purchaser for the amount of any liabilities of Purchaser paid by Purchaser within five business days thereof.

(c) To the extent that there is any indebtedness, liability or obligation of Purchaser, LevelX Advisors or any Other Subsidiary as of the date hereof or as of the Closing Date that is (i) not ordinary course operating liabilities of the business of the Purchaser conveyed pursuant hereto, (ii) indebtedness for borrowed money, (iii) liabilities or obligations unrelated to the Assets and the operation of the business related thereto or (iv) liabilities or obligations owed to parties that are an officer, director, manager, employee, member, shareholder or otherwise affiliated with or related to Purchaser, LevelX Advisors or any Other Subsidiary (collectively, “Excluded Liabilities”), in each case such Excluded Liabilities shall, prior to the Closing Date, be either satisfied or assumed by Purchaser (or will otherwise remain indebtedness, liabilities or obligations of Purchaser and not be assumed by the Subsidiary), and Purchaser shall indemnify the Company and Investview for any and all Excluded Liabilities not so satisfied or assumed.

(d) Purchaser shall make the monthly advances pursuant to the terms of the Promissory Note as and when set forth therein. If at any time Purchaser has failed to make any such monthly advance in accordance with the Promissory Note, and has not cured such failure within 30 days, Purchaser shall surrender its Interests in the Company and any Conversion Shares issued to the Purchaser upon exchange of the Interests.

(e) From the Closing Date through the date on which the Promissory Note is repaid in full pursuant to and in accordance with its terms (the “Share Transfer End Date”), notwithstanding the terms of the Lock-Up Agreement, Purchaser shall be permitted to make a Transfer (as defined in the Lock-Up Agreement) of shares of Common Stock of Investview (“Common Stock”) owned by Purchaser, provided that:

(i) the maximum number of shares of Common Stock that Purchaser Transfers in the aggregate across any and all Transfers made pursuant to this Section 6(e) is 10,000,000 shares of Common Stock;

(ii) the maximum number of shares of Common Stock that Purchaser Transfers in any one Transfer is 2,500,000 shares of Common Stock (or such other amount required so as not to exceed the Maximum Sale Value);

(iii) the maximum value that Purchaser may receive in the aggregate for all Transfers made by Purchaser is $2,000,000 (the “Maximum Sale Value”);

(iv) (A) the sale price per share of the Common Stock to be sold is no less than $0.125 per share (as adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations and similar transactions), (B) for a period of 10 consecutive Trading Days (as defined in the Lock-Up Agreement), the average Trading Price (as defined in the Lock-Up Agreement) for the Common Stock is equal to or greater than $0.125 per share (as adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations and similar transactions), (C) for a period of 30 consecutive Trading Days, the minimum average daily volume of the Common Stock is at least 1,000,000 shares per day for each day during such 30 consecutive Trading Day period and (D) the number of shares of Common Stock sold on such Trading Day, excluding the shares of Common Stock to be sold by the Purchaser, does not exceed 2% of the average daily trading volume of the Common Stock; and

(v) such Transfer receives prior written approval by the Board of Directors of Investview, such approval not to be unreasonably withheld, conditioned or delayed.

For the avoidance of doubt, (i) Investview’s Board of Directors’ approval may be withheld if the Purchaser had previously requested to make a Transfer that was approved but the Purchaser has not yet Transferred such shares of Common Stock and (ii) no Transfers may be made pursuant to this Section 6(e) after the Share Transfer End Date.

7. Indemnification. Each Party agrees to indemnify, defend and hold harmless the other Party and its affiliates and its and their respective officers, directors, employees, representatives and agents from any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) based upon or in connection with any action or claim by a third party arising out of this Purchase Agreement caused by or resulting from such indemnifying Party’s actions or omissions. Such indemnifying Party shall solely conduct the defense of any such claim or action and all negotiations for its settlement or compromise; provided, however, that (i) no settlement or compromise shall be entered into or agreed to without the other Party’s prior approval and (ii) the other Party has the right to participate, at its own expense, (which includes hiring of its’ own attorneys and the indemnifying Party and its’ attorneys shall fully cooperate with the indemnified Party and its’ attorneys) in the defense and/or settlement of any such claim or action in order to protect its own interests.

8. Legend. The certificates representing Interests, if any, when issued, shall bear the following legend, together with any legend required by state law:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF AN AMENDED AND RESTATED OPERATING AGREEMENT, AS AMENDED AND/OR RESTATED TO DATE, AND NO TRANSFER OF SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN SATISFIED. COPIES OF SUCH AGREEMENTS MAY BE EXAMINED AT THE PRINCIPAL OFFICE OF THE COMPANY.

9. Governing Law; Jurisdiction. This Purchase Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to its conflicts of law principles.

PURCHASER AND THE COMPANY CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE STATE OF DELAWARE AND NO OTHER PLACE AND IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS PURCHASE AGREEMENT MAY BE LITIGATED IN SUCH COURTS. PURCHASER AND THE COMPANY ACCEPT FOR ITSELF AND HIMSELF AND IN CONNECTION WITH ITS AND HIS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS PURCHASE AGREEMENT. PURCHASER AND THE COMPANY FURTHER IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN THE MANNER AND TO THE ADDRESS SPECIFIED IN SECTION 10 OF THIS PURCHASE AGREEMENT.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS PURCHASE AGREEMENT OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF, EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY. EACH OF THE PARTIES HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS PURCHASE AGREEMENT. IN THE EVENT OF LITIGATION, THIS PURCHASE AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

10. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given pursuant to this Purchase Agreement shall be in writing and shall be delivered (a) in hand by person with written receipt of the person to whom such notice is intended; (b) by registered or certified mail, postage prepaid, return receipt requested; or (c) by a generally recognized commercial courier service or overnight delivery service, (Federal Express or UPS), for next business day delivery, postage prepaid, with delivery receipt requested. All notices sent in accordance with this Section 10 shall be deemed “Delivered” unless otherwise specified herein, the same day if delivered by hand in person with receipt and signature of the intended recipient or by an authorized officer of the intended recipient; if by registered or certified mail, three (3) business days after the same is deposited in the U.S. Mail; or if sent by a commercial courier service or overnight delivery service for next business day delivery, one (1) business day after payment and deposit with the courier service with receipt of mailing. All communications shall be sent to the respective Parties at their addresses as follows:

If to Investview Inc. or

Investview Financial Group Holdings, LLC:

234 Industrial Way West

Suite A202

Eatontown, NJ 07724

Attn: Joseph Cammarata, CEO

Attn: Annette Raynor, COO

With a copy to:

MPower Trading Systems LLC

1645 Kecks Road

Breinigsville, PA 18031

Attn: David B. Rothrock, Chairman

Michael Best & Friedrich, LLP

170 South Main Street, Suite 1000

Salt Lake City, UT 84101

Attention: Kevin Timken

If to Purchaser:

SSA Technologies LLC

109 White Oak Lane

Suite 200

Old Bridge, NJ 08857

Attn: Joseph Cammarata, CEO

or to such other address as may be specified by a Party, by written notice given in accordance with this Section 10.

11. Fees and Expenses. Investview shall bear all legal fees and other out-of-pocket expenses in connection with the Audit. Investview acknowledges it shall make the following payments as reimbursement of such out-of-pocket expenses as follows: all expenses paid by Purchaser or an affiliate thereof that are to be borne by Investview pursuant to the first sentence of this Section 11, to be paid to Purchaser within fifteen (15) days of the Closing or termination of this Purchase Agreement. Other than as set forth in this Section 11, each Party acknowledges, agrees and confirms that each Party shall bear its own legal fees and other out-of-pocket expenses for such Party’s own separate review and negotiation with respect to its rights and obligations with regards to the transactions contemplated hereby.

12. Miscellaneous.

(a) All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require.

(b) None of the provisions of this Purchase Agreement may be waived, modified, amended, deleted, changed or terminated orally or otherwise, except by a writing signed by the Company, Investview and Purchaser.

(c) In the event any provision of this Purchase Agreement is found to be void, invalid, illegal or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void, invalid, illegal or unenforceable provision were never the subject of this Purchase Agreement.

(d) The invalidity, illegality or unenforceability of one or more of the provisions of this Purchase Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Purchase Agreement in such jurisdiction or the validity, legality or enforceability of this Purchase Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the Parties hereunder shall be enforceable to the fullest extent permitted by law.

(e) This Purchase Agreement supersedes all prior discussions and agreements between the Parties with respect to the subject matter hereof and contains the sole and entire agreement between the Parties hereto with respect to the subject matter hereof.

(f) The headings used in this Purchase Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

(g) This Purchase Agreement may be executed in any number of counterparts and by different Parties hereto in separate counterparts, with the same effect as if all Parties had signed the same document. All such counterparts (including counterparts delivered by facsimile, email or other electronic format) shall be deemed an original, shall be construed together and shall constitute one and the same instrument. This Purchase Agreement shall become effective when each Party hereto shall have received counterparts hereof signed by all of the other Parties hereto.

(h) No failure or delay by any party in exercising any right, power or privilege under this Purchase Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

(i) Any provision of this Purchase Agreement which, either by its terms or to give effect to its meaning, must survive, shall survive the cancellation, expiration or termination of this Purchase Agreement.

(j) All the terms and provisions of this Purchase Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective Parties hereto, the successors and permitted assigns of the Purchaser and the successors of the Company, whether so expressed or not. None of the Parties hereto may assign its rights or obligations hereof without the prior written consent of the Company, except that the Purchaser may, without the prior consent of the Company, assign its rights to any trust or entity owned by Purchaser and or Purchaser’s successors and assigns for estate planning purposes. This Purchase Agreement shall not inure to the benefit of or be enforceable by any other third-party person or entity.

(k) At any time or from time to time after the date hereof, the Parties agree to cooperate with each other, and at the request of any other Party, and without any additional consideration, the Parties agree to provide further information or assurances; execute and deliver such additional agreements, documents and instruments; and take such other actions and do such other things, as may be necessary or appropriate to carry out the terms and provisions of this Purchase Agreement, the intent of the Parties and give effect to the transactions contemplated hereby.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement to be duly executed as of the date first set forth above.

[Signature Page to Securities Purchase Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement to be duly executed as of the date first set forth above.

[Signature Page to Securities Purchase Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement to be duly executed as of the date first set forth above.

[Signature Page to Securities Purchase Agreement]

APPENDIX A

RISK FACTORS

AN INVESTMENT IN THE INTERESTS INVOLVES A HIGH DEGREE OF RISK; EACH OF THE COMPANY AND INVESTVIEW IS A START-UP VENTURE WITH LITTLE OR NO ASSETS, REVENUES OR OPERATIONS; THERE ARE OR MAY BE COMPETITIVE PRODUCTS AND SERVICES IN THE MARKETPLACE FOR EACH OF THE COMPANY’S AND INVESTVIEW’S PRODUCTS AND SERVICES; EACH OF THE COMPANY AND INVESTVIEW MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES AND/OR MEET ITS EXPENSES AND THE UNITS MAY NEVER HAVE ANY VALUE. AMONG OTHER RISKS, PURCHASER SHOULD CONSIDER THE FOLLOWING, IN ADDITION TO ALL OF THE RISK FACTORS INCLUDED IN INVESTVIEW’S 10-K FOR THE FISCAL YEAR ENDED MARCH 31, 2020, AND IN THE 10-QS FOR THE QUARTERS ENDED JUNE 30, 2020, SEPTEMBER 30, 2020, AND DECEMBER 31, 2020:

(a) Development Stage of Company and Investview; Uncertainty of Future Revenues. Each of the Company and Investview is a development stage company and has a limited operating history. As a development stage company, the business of each of the Company and Investview is subject to the problems, expenses, difficulties, complications and delays normally associated with business ventures in the development stage, which historically have a high failure rate, and there can be no assurance that each of the Company and Investview will be viable or profitable in the future. The purchase of the Interests, as any investment in any development stage company, involves a high degree of risk, including, but not limited to, the substantial risk of loss of Purchaser’s entire investment in each of the Company and Investview.

(b) Lack of Liquidity. A purchase of the Interests should be considered a long-term investment. There is no public market for the Interests, nor is one expected to develop as a result of this Purchase. Purchaser must be prepared to hold the Interests indefinitely and should not expect to be able to liquidate this investment even in an emergency or for any other reason.

(c) Unproven Market Acceptance. Although each of the Company and Investview believes there is a need for the products and services proposed to be offered by each of the Company and Investview, its management is unable to guarantee (i) the level of market acceptance the products and services will achieve and (ii) the number of customers willing to pay for each of the Company’s and Investview’s products and services.

(d) Need for Additional Funds; Future Dilution. Each of the Company and Investview may, and will likely, require additional rounds of financing in order to bring the its products and services to market. Each of the Company’s and Investview’s capital requirements will depend upon numerous factors, including the success of their respective development plans, marketing and sales efforts. To the extent that the funds generated by this offering together with existing resources and any future earnings or credit facilities are insufficient to fund the each of the Company’s and Investview’s respective activities, each of the Company and Investview may adversely affect the current members by diluting the their interests in each of the Company and Investview. No assurance can be given that additional financing will be available or that, if available, it will be obtained on terms favorable to each of the Company and Investview. If adequate funds are not available, each of the Company and Investview may have to reduce developing, manufacturing and marketing activities and services, which could have a material adverse effect on the Company’s and/or Investview’s business, or discontinue operations entirely.

(e) No Distributions. To date, neither the Company nor Investview has made any distributions to its members and no assurance exists or can be given that either the Company or Investview will make any distributions in the foreseeable future. Each of the Company and Investview currently intends to retain future earnings for use in its business and, therefore, does not anticipate making any distributions in the foreseeable future. Future distributions, if any, will depend, among other things, on each of the Company’s and Investview’s respective results of operations, capital requirements and financial condition and on such other factors as the Company’s managers may, in their discretion, consider relevant.

(f) Projections. Any financial projections of the Company or Investview and projections relating to the future market for the Company’s or Investview’s potential products provided to Purchaser are based upon current assumptions as to future events and conditions which each of the Company and Investview believes to be reasonable as of the date thereof, but which are inherently uncertain and unpredictable. The projections have been prepared by the officers respective of the Company and Investview and no independent expert rendered on opinion as to the reasonableness of the projections or the assumption on which they are based. The assumptions may prove to be incomplete or incorrect and unanticipated events and circumstances may occur. Because of such uncertainties, and the other risks outlined herein, the actual results of each of the Company’s and Investview’s future operations can be expected to be different from those projected, and such difference may be material and adverse. Potential investors should consider the projections in light of the underlying assumptions, reach their own conclusions as to the reasonableness of those assumptions and evaluate the projections on the basis of that analysis.

(g) Determination of Purchase Price. There have been no professional opinions concerning the value of a membership interest in each of the Company and Investview, the value of the assets of each of the Company and Investview, the net worth of each of the Company and Investview or the projected financial information of each of the Company and Investview. The purchase price for the Interests and Consideration has been arbitrarily determined by each of the Company and Investview. The purchase price for the Interests is not necessarily indicative of their value. It is entirely possible that the Interests, if transferable, could not be resold for the purchase price, or for any other amount.

EXHIBIT A

Operating Agreement

(see attached)

EXHIBIT B

Capitalization Table

(see attached)

Exhibit 10.81

THE SECURITIES PURCHASED BY THIS PURCHASE AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS, AND TRANSFER OF THE SECURITIES IS RESTRICTED BY THE TERMS OF THIS PURCHASE AGREEMENT, THE COMPANY’S AMENDED AND RESTATED OPERATING AGREEMENT AND BY APPLICABLE LAW.

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Purchase Agreement”) is made by and between Investview Financial Group Holdings, LLC, a Delaware limited liability company (the “Company”), Investview, Inc., a Nevada corporation (“Investview”), and each of the Purchasers listed on Schedule A hereto (each a “Purchaser” and, collectively, the “Purchasers”), as of March 22, 2021. In this Purchase Agreement, the Company, Investview and each Purchaser are sometimes referred to individually as a “Party” and collectively as the “Parties.”

WHEREAS, pursuant to the terms of the Limited Liability Company Agreement, dated as of March 22, 2021 (the “Operating Agreement”) among the members of the Company, the Company may issue “Class B Units,” which are exchangeable into shares of the Common Stock of Investview pursuant to the terms set forth therein (the “Conversion Shares”); and

WHEREAS, each Purchaser wishes to purchase, and the Company wishes to sell to such Purchaser, that number of Class B Units (the “Interests”) set forth across from such Purchaser’s name on Schedule A, pursuant to the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the terms and conditions herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:

1. Purchase of Interests.

(a) Subject to the terms and conditions of this Purchase Agreement, each Purchaser hereby irrevocably agrees to purchase such Purchaser’s respective Interests in exchange for the Consideration (as defined below) to be delivered by such Purchaser, and otherwise upon the terms and conditions set forth herein (the “Purchase”). The Interests being purchased under this Purchase Agreement are also referred to herein collectively as the “Securities.” The rights and preferences of the Interests are as set forth in the Operating Agreement.

(b) As “Consideration” for the purchase and sale of the Securities, each Purchaser hereby irrevocably agrees to contribute, transfer and assign to the Company all of such Purchaser’s right, title and interest in and to the membership or other equity interests of LevelX Capital LLC (“LevelX Capital”) with full title guarantee as of the date hereof (the “LevelX Capital Contribution”), which membership or other equity interests of LevelX Capital transferred by all of the Purchasers shall in the aggregate represent all one-hundred percent of the membership or other equity interests of LevelX Capital; provided that, for the avoidance of doubt, the LevelX Capital Contribution includes the LevelX Capital LLC’s BD Net-Capital Account, which shall hold no less than $500,000 as of the Closing. The equity interests of LevelX Capital to be transferred by each Purchaser are set forth opposite such Purchaser’s name on Schedule A.

The purchase of Interests involves significant risks, as more fully set forth on Appendix A of this Purchase Agreement.

2. Conditions Precedent to Closing; Closing.

(a) The Company’s obligation to proceed to the closing of the transactions contemplated hereby (the “Closing”) is subject to the fulfillment, or waiver by the Company, on or prior to the Closing of each of the following:

(i) each Purchaser shall be ready and able to proceed to the Closing;

(ii) SSA Technologies, LLC (“SSA”) shall have executed this Purchase Agreement on or before March 22, 2021;

(iii) SSA shall have complied with the provisions of Section 6(f) and the Apex Conditions shall have been met within the time period set forth in Section 6(f);

(iv) FINRA shall have provided written approval of the change in ownership contemplated by this Purchase Agreement pursuant to FINRA Rule 1017;

(v) the Purchasers shall have delivered audited financial statements compliant with the requirements of Regulation S-X with respect to LevelX Capital (the “Audit”);

(vi) each Purchaser shall have delivered an executed joinder or signature page to the Operating Agreement;

(vii) each Purchaser shall have delivered a copy of that certain Registration Rights Agreement, by and among the Company and the other parties thereto (the “Registration Rights Agreement”), executed by such Purchaser;

(viii) each Purchaser shall have delivered an executed Lock-Up Agreement with respect to the Conversion Shares;

(ix) each Purchaser shall have delivered certificate(s), if any, evidencing all of such Purchaser’s membership or other equity interests in LevelX Capital and executed stock powers irrevocably assigning such certificate(s) and associated interests to the Company;

(x) the representations and warranties of each Purchaser contained in Section 5 of this Purchase Agreement shall be true and correct as of the date hereof and as of the Closing Date as if made on and as of the Closing Date (except to the extent such representations and warranties specifically related to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), and each Purchaser shall have complied with all of its obligations in this Purchase Agreement;

(xi) each Purchaser shall have delivered a certificate, duly executed by an authorized executive officer of such Purchaser (or, in the case of an individual Purchaser, such Purchaser), dated as of the Closing Date, certifying that the conditions specified in Section 2(a)(x) have been fulfilled; and

(xii) each Purchaser shall have delivered any other reasonable documents, instruments or agreements requested by the Company to consummate the transactions contemplated by this Purchase Agreement.

(b) The Purchasers’ obligation to proceed to the Closing is subject to the fulfillment, or waiver by the Purchasers, on or prior to the Closing of each of the following:

(i) the Parties shall have executed this Purchase Agreement on or before March 22, 2021;

(ii) the Company shall have delivered a fully executed copy of the Operating Agreement;

(iii) the Company shall have delivered a copy of the Registration Rights Agreement, executed by the Company;

(iv) the Company shall have delivered a certificate evidencing each Purchaser’s ownership of such Purchaser’s respective Interests;

(v) the representations and warranties of the Company and Investview contained in Sections 3 and 4, respectively, of this Purchase Agreement shall be true and correct as of the date hereof and as of the Closing Date as if made on and as of the Closing Date (except to the extent such representations and warranties specifically related to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), and each of the Company and Investview shall have complied with all of its obligations under this Purchase Agreement; and

(vi) the Company shall have delivered a certificate, duly executed by an authorized executive officer of the Company, dated as of the Closing Date, certifying that the conditions specified in Section 2(b)(v) have been fulfilled.

(c) The Closing shall take place virtually at 10:00 a.m., Eastern Standard Time, on the fifth business day after the date on which the conditions set forth in subsections (a) and (b) of this Section 2 are fulfilled or waived or on such other date or time as the Parties may otherwise mutually agree in writing (the “Closing Date”); provided that if the Closing has not occurred prior to the date that is nine months from the date hereof, this Purchase Agreement may be terminated by the Company in its sole discretion, unless the failure of the Company to fulfill the conditions set forth in Section 2(b) hereof, or the breach by the Company of any of its obligations hereunder, has been the cause of, or resulted in, the failure of the Closing to occur on or before such date.

3. Representations and Warranties of the Company. The Company hereby represent and warrant to the Purchasers as follows:

(a) Organization and Standing. The Company is a limited liability company duly formed, validly existing and in good standing under the laws of the state of Delaware. The Company has all requisite limited liability company power and authority to own and operate its properties and assets, to execute and deliver this Purchase Agreement and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary.

(b) Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Purchase Agreement has been duly authorized by all necessary limited liability company action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Purchase Agreement, will be duly and validly issued, fully paid and non-assessable.

(c) Authorization; Enforcement. (A) the Company has all requisite limited liability company power and authority to enter into and perform this Purchase Agreement and to consummate the transactions contemplated hereby, to issue the Interests in accordance with the terms hereof, and (B) the execution and delivery of this Purchase Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by the Company’s manager and no further consent or authorization is required, this Purchase Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Purchase Agreement and the other documents executed in connection herewith and bind the Company accordingly.

(d) Capitalization. The capitalization of the Company as of immediately following the Purchase (which capitalization shall reflect the closing of the transactions contemplated by any other agreements to purchase Class B Units currently outstanding) is attached hereto as Exhibit B.

(e) Validity. This Purchase Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(f) No Broker Fees. There are no claims for brokerage commission, finders’ fees or similar compensation in connection with the transactions contemplated by this Purchase Agreement or related documents based on any arrangement or agreement binding upon the Company. The Company will indemnify and hold the Purchasers harmless against any liability, loss or expense (including, without limitation, reasonable attorney’s fees and out-of-pocket expenses) arising in connection with any such claim caused by or resulting from any action or omission by Company in violation of this Section 3(f).

4. Representations and Warranties of Investview. Investview hereby represents and warrants to the Purchasers as follows:

(a) SEC Reports. Investview has timely filed all of the reports, schedules, forms, statements and other documents required to be filed by Investview with the SEC pursuant to the reporting requirements of the 1934 Act (the “SEC Reports”). The SEC Reports, at the time they were filed with the SEC, (i) complied as to form in all material respects with the requirements of the 1934 Act and the 1934 Act Regulations and (ii) did not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(b) Independent Accountants. The accountants who certified the audited consolidated financial statements of Investview included in the SEC Reports are independent public accountants as required by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations, and the Public Company Accounting Oversight Board.

(c) Financial Statements; Non-GAAP Financial Measures.

(i) The consolidated financial statements included or incorporated by reference in the SEC Reports, together with the related notes, present fairly, in all material respects, the financial position of Investview and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of Investview and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except in the case of unaudited, interim financial statements, subject to normal year-end audit adjustments and the exclusion of certain footnotes.

(ii) Except as specifically set forth in the financial statements included in Investview’s Form 10-K for the fiscal year ended March 31, 2020 and the financial statements included in Investview’s Form 10-Q for each of the quarters ended June 30, 2020, September 30, 2020 and December 31, 2020, Investview has no liability or obligation, absolute or contingent, including without limitation any indebtedness, except (i) obligations and liabilities incurred after the date of such financial statements in the ordinary course of business that are not material, individually or in the aggregate, and (ii) obligations under contracts made in the ordinary course of business that would not be required to be reflected in financial statements prepared in accordance with general accepted accounting principles.

(d) No Material Adverse Change in Business. Since March 31, 2020, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of Investview and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), there have been no transactions entered into by Investview or any of its subsidiaries, other than those in the ordinary course of business and except as contemplated in this Purchase Agreement, which are material with respect to Investview and its subsidiaries considered as one enterprise, and there has been no dividend or distribution of any kind declared, paid or made by Investview on any class of its capital stock.

(e) Good Standing of Investview. Investview has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Nevada and has corporate power and authority to own, lease and operate its properties and to conduct its business as disclosed in the SEC Reports and to enter into and perform its obligations under this Purchase Agreement; and Investview is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.

(f) Good Standing of Subsidiaries. Each “significant subsidiary” of Investview, as such term is defined in Rule 1-02 of Regulation S-X (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the SEC Reports and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. All of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by Investview, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary.

(g) Capitalization; Issuance of Shares.

(i) Investview has an authorized capitalization as set forth in the SEC Reports. The outstanding shares of capital stock of Investview have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding shares of capital stock of Investview were issued in violation of the preemptive or other similar rights of any securityholder of Investview which have not been waived. The Conversion Shares are duly authorized and reserved for issuance and, upon exchange of the Interests upon their redemption in accordance with their terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of Investview and will not impose personal liability upon the holder thereof.

(ii) There are no outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from Investview of any shares of its capital stock other than the rights of redemption of the Class B Units in exchange for Conversion Shares. No stock plan, stock purchase, stock option or other agreement or understanding between Investview and any holder of any equity securities or rights to purchase equity securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of (i) termination of employment or consulting services (whether actual or constructive); (ii) any merger, consolidated sale of stock or assets, change in control or any other transaction(s) by Investview; (iii) the transactions contemplated hereby; or (iv) the occurrence of any other event or combination of events.

(h) Validity. This Purchase Agreement has been duly authorized, executed and delivered by Investview and constitutes a valid and binding obligation of Investview, enforceable against it in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(i) Authorization; Enforcement. (A) Investview has all requisite corporate power and authority to enter into and perform this Purchase Agreement and to consummate the transactions contemplated hereby and thereby, to issue the Conversion Shares in accordance with the terms hereof and of the Operating Agreement, and (B) the execution and delivery of this Purchase Agreement by Investview and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance and reservation for issuance of the Conversion Shares) have been duly authorized by Investview’s Board of Directors and no further consent or authorization of Investview, its Board of Directors, or its shareholders is required, this Purchase Agreement has been duly executed and delivered by Investview by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Purchase Agreement and the other documents executed in connection herewith and bind Investview accordingly.

(j) Absence of Violations, Defaults and Conflicts. Neither Investview nor any of its subsidiaries is (A) in violation of its charter, bylaws or similar organizational document, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which Investview or any of its subsidiaries is a party or by which it or any of them may be bound or to which any of the properties or assets of Investview or any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in liability to Investview in excess of $50,000, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over Investview or any of its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, result in liability to Investview in excess of $50,000. The execution, delivery and performance of this Purchase Agreement and the consummation of the transactions contemplated herein (including the issuance and sale of the Conversion Shares) and compliance by Investview with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or result in the creation or imposition of, any lien, charge or encumbrance upon any properties or assets of Investview or any subsidiary pursuant to, the Agreements and Instruments, or require notice to or consent of any party to any agreement or commitment to which Investview is a party that has not been obtained, nor will such action result in any violation of (i) the provisions of the articles of incorporation, bylaws or similar organizational document of Investview or any of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity.

(k) Absence of Labor Dispute. No labor dispute with the employees of Investview or any of its subsidiaries exists or, to the knowledge of Investview, is imminent, and Investview is not aware of any existing or imminent labor disturbance by the employees of any of its or any subsidiary’s principal suppliers, manufacturers, customers or contractors, which, in either case, would result in a Material Adverse Effect.

(l) Absence of Proceedings. Except as set forth on Disclosure Schedule 4(l), there is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity now pending or, to the knowledge of Investview, threatened, against or affecting Investview or any of its subsidiaries, which would reasonably be expected to result in a liability in excess of $50,000, or which would reasonably be expected to adversely affect the consummation of the transactions contemplated in this Purchase Agreement or the performance by Investview of its obligations hereunder. The foregoing includes, without limitation, actions pending or, to Investview’s knowledge, threatened involving the prior employment of any of Investview’s employees, their use in connection with Investview’s business of any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers. Investview is not a party or, to its knowledge, subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality.

(m) Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity, and no notice under, or consent pursuant to, any Agreements and Instruments, is necessary or required for the performance by Investview of its obligations hereunder, in connection with the offering, issuance, or sale of the Securities hereunder or the consummation of the transactions contemplated by this Purchase Agreement, except such as have been already obtained.

(n) Possession of Licenses and Permits. Investview and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by Investview, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect. Investview and its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect. No Governmental License has expired, terminated or been suspended and no Governmental License will expire, terminate or be suspended within 90 days. Neither Investview nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

(o) Title to Property. Investview and its subsidiaries do not own any real property. Investview and its subsidiaries have title to all tangible personal property owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such restrictions and encumbrances as do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by Investview or any of its subsidiaries; and all of the leases and subleases material to the business of Investview and its subsidiaries, considered as one enterprise, and under which Investview or any of its subsidiaries holds properties, are in full force and effect, and neither Investview nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of Investview or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of Investview or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

(p) Intellectual Property. Investview and its subsidiaries own or possess the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse Effect.

(q) Investview IT Systems. Investview and its subsidiaries own or have a valid right to access and use all computer systems, networks, hardware, software, databases, websites, and equipment used to process, store, maintain and operate data, information, and functions used in connection with the business of Investview and its subsidiaries (the “Investview IT Systems”). The Investview IT Systems are adequate for, and operate and perform in all material respects as required in connection with, the operation of the business of Investview and its subsidiaries as currently conducted. Investview and its subsidiaries have implemented commercially reasonable backup, security and disaster recovery technology consistent in all material respects with applicable regulatory standards and customary industry practices.

(r) Cybersecurity. (A) There has been no security breach or other compromise of or relating to the Investview IT Systems; (B) Investview has not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any such security breach or other compromise of the Investview IT Systems; (C) Investview and its subsidiaries have implemented policies and procedures with respect to the Investview IT Systems that are reasonably consistent with industry standards and practices, or as required by applicable regulatory standards; and (D) Investview and its subsidiaries are presently in material compliance with all applicable laws or statutes, judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority and contractual obligations relating to the privacy and security of the Investview IT Systems and to the protection of the Investview IT Systems from unauthorized use, access, misappropriation or modification.

(s) Environmental Laws. Except as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) neither Investview nor any of its subsidiaries is in violation of any applicable federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) Investview and its subsidiaries have all permits, authorizations and approvals required for their operations under any applicable Environmental Laws and are each in compliance with their requirements, (C) there are no pending or, to the knowledge of Investview, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings relating to any Environmental Law against Investview or any of its subsidiaries and (D) to the knowledge of Investview, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting Investview or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws.

(t) Accounting Controls and Disclosure Controls. Except as set forth in Investview’s SEC Reports, Investview and its subsidiaries maintain effective internal control over financial reporting (as defined under Rule 13a-15 and 15d-15 under the 1934 Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since the end of Investview’s most recent audited fiscal year, there has been (1) no material weakness in Investview’s internal control over financial reporting (whether or not remediated) and (2) no change in Investview’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, Investview’s internal control over financial reporting.

(u) Compliance with the Sarbanes-Oxley Act. Investview is in compliance in all material respects with all provisions of the Sarbanes-Oxley Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof that are in effect and with which Investview is required to comply.

(v) Payment of Taxes. All United States federal income tax returns of Investview and its subsidiaries required by law to be filed have been filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided. No assessment in connection with United States federal tax returns has been made against Investview. Investview and its subsidiaries have filed all other tax returns that are required to have been filed by them or have timely requested extensions thereof pursuant to applicable foreign state, local or other law and have paid all taxes due pursuant to such returns or all taxes due and payable pursuant to any assessment received by Investview and its subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been established by Investview or its subsidiaries. The charges, accruals and reserves on the books of Investview in respect of any income and corporation tax liability for any years not finally determined have been determined in accordance with GAAP and are reasonably expected by Investview to be adequate to meet any assessments or reassessments for additional income tax for any years not finally determined.

(w) ERISA. (i) At no time in the past six years has Investview or any ERISA Affiliate maintained, sponsored, participated in, contributed to or had any liability or obligation in respect of any Employee Benefit Plan subject to Title IV of ERISA or Section 412 of the Code, any “multiemployer plan” as defined in Section 3(37) of ERISA or any multiple employer plan for which Investview or any ERISA Affiliate has incurred or could incur material liability under Section 4063 or 4064 of ERISA, (ii) no “welfare benefit plan” as defined in Section 3(1) of ERISA provides or promises, or at any time provided or promised, retiree health, or other post-termination benefits except to the extent such benefit is fully insured or as may be required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or similar state law and (iii) each Employee Benefit Plan is and has been operated in compliance with its terms and all applicable laws, including but not limited to ERISA and the Code. Each Employee Benefit Plan intended to be qualified under Code Section 401(a) has a favorable determination or opinion letter from the Internal Revenue Service upon which it can rely, and any such determination or opinion letter remains in effect and has not been revoked and no event has occurred and no facts or circumstances exist that could reasonably be expected to result in the loss of qualification or tax exemption of any such Employee Benefit Plan. With respect to each Foreign Benefit Plan, such Foreign Benefit Plan (1) if intended to qualify for special tax treatment, meets, in all material respects, the requirements for such treatment, and (2) if required to be funded, is funded to the extent required by applicable law. Investview does not have any obligations under any collective bargaining agreement with any union. As used in this Section 4(w), “Code” means the Internal Revenue Code of 1986, as amended; “Employee Benefit Plan” means any “employee benefit plan” within the meaning of Section 3(3) of ERISA, including, without limitation, all equity and equity-based, severance, employment, change-in-control, medical, disability, fringe benefit, bonus, incentive, deferred compensation, employee loan and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA, under which (x) any current or former employee, director, independent contractor or other service provider of Investview or its subsidiaries has any present or future right to benefits and which are contributed to, sponsored by or maintained by Investview or any of the Subsidiaries or (y) Investview or any of the Subsidiaries has had or has any present or future direct or contingent obligation or liability; “ERISA” means the Employee Retirement Income Security Act of 1974, as amended; “ERISA Affiliate” means any member of the company’s controlled group as determined pursuant to Code Section 414(b), (c), (m) or (o), with respect to any Person, each business or entity under “common control” with such Person within the meaning of Section 4001(a)(14) of ERISA; and “Foreign Benefit Plan” means any Employee Benefit Plan established, maintained or contributed to outside of the United States of America and which is not subject to United States law.

(x) Insurance. Investview and its subsidiaries carry or are entitled to the benefits of insurance, with what Investview reasonably believes to be financially sound and reputable insurers, in such amounts and covering such risks as is adequate for the conduct of their respective businesses and the value of their respective properties and assets, and all such insurance is in full force and effect. Investview has no reason to believe that it or any of its subsidiaries will not be able (A) to renew its existing insurance coverage as and when such policies expire or (B) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that is comparable to its existing cost.

(y) Investment Company Act. Investview is not required, and upon the issuance and sale of the Securities will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended.

(z) No Unlawful Payments. None of Investview, any of its subsidiaries or, to the knowledge of Investview, any director, officer, agent, employee, affiliate or other person acting on behalf of Investview or any of its subsidiaries has taken any action, directly or indirectly, that would result in a violation of any applicable anti-corruption laws, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) in violation of any applicable anti-corruption laws, and Investview and its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain policies and procedures designed to ensure continued compliance therewith.

(aa) Compliance with Anti-Money Laundering Laws. The operations of Investview and its subsidiaries are and have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Anti-Money Laundering Laws”); and no action, suit or proceeding by or before any Governmental Entity involving Investview or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of Investview, threatened.

(bb) No Conflicts with Sanctions Laws. None of Investview, any of its subsidiaries or, to the knowledge of Investview, any director, officer, agent, employee, affiliate or other person acting on behalf of Investview or any of its subsidiaries is an individual or entity (“Person”) currently the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is Investview or any of its subsidiaries located, organized or resident in a country or territory that is the subject of Sanctions; and Investview will not knowingly directly or indirectly use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiaries, joint venture partners or other Person, to fund any activities of or the business with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in violation by any Person of Sanctions.

(cc) Private Placement. Neither Investview nor its subsidiaries, nor any person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security under any circumstances that would require registration under the 1933 Act of the Securities being sold pursuant to this Purchase Agreement. Assuming the accuracy of the representations and warranties of each Purchaser contained in Section 5 hereof, the issuance of the Securities, including the issuance of the Conversion Shares, is exempt from registration under the 1933 Act.

(dd) Transactions with Affiliates. Neither Investview nor any of its subsidiaries is a party to any agreement, written or oral, to sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its employees, officers, directors, former employees, officers or directors, or affiliates, except in the ordinary course of business at prices and on terms and conditions not less favorable to Investview or such subsidiary than could be obtained on an arm’s-length basis from unrelated third parties and which has been disclosed in writing to the Purchasers. Neither Investview nor any of its subsidiaries has liability or obligation, absolute or contingent, including without limitation any indebtedness, to any of its employees, officers, directors, former employees, officers or directors, or affiliates, except (i) current employee compensation payable in the ordinary course for amounts which have not accrued more than 30 days or as disclosed in writing to the Purchasers.

5. Representations and Warranties of Purchasers. By executing this Purchase Agreement, each Purchaser hereby jointly and severally represents and warrants to the Company as follows:

(a) Organization and Standing. Each Purchaser is a limited liability company or corporation duly formed, validly existing and in good standing under the laws of the state of its formation.

(b) Contributions. Each Purchaser has good and marketable title to the membership or other equity interests of LevelX Capital to be transferred by such Purchaser hereunder, free and clear of any liens, charges, pledges, security interests or other encumbrances, and each Purchaser is free to transfer good and marketable title to all the said membership or other equity interests to the Company pursuant to the LevelX Capital Contribution. All of the issued and outstanding membership or other equity interests of LevelX Capital to be transferred by such Purchaser hereunder are owned of record by such Purchaser and included in the LevelX Capital Contribution. There are no existing options, restricted share units, share appreciation rights, performance shares, “phantom” shares, warrants, calls, rights or contracts to which LevelX Capital is a party requiring, and there are no securities of LevelX Capital outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of capital stock or other equity interests of LevelX Capital or other securities convertible into, exchangeable or evidencing the right to subscribe for or purchase equity interests of LevelX Capital.

(c) Liabilities. The liabilities and obligations of LevelX Capital as of immediately following the Closing do not include any indebtedness for borrowed money, liabilities or obligations unrelated to the operation of the business of LevelX Capital, or any liabilities or obligations owed to parties that are an officer, director, manager, employee, member, shareholder or otherwise affiliated with or related to LevelX Capital or any Purchaser, and any such indebtedness, liabilities or obligations have been satisfied or assumed by one or more Purchasers prior to the Closing Date.

(d) Authorization; Enforcement. (A) Each Purchaser has all requisite limited liability company or corporate power and authority, as applicable, to enter into and perform this Purchase Agreement and to consummate the transactions contemplated hereby including completion of the LevelX Capital Contribution in accordance with the terms hereof, and (B) the execution and delivery of this Purchase Agreement by each Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by such Purchaser’s board of directors, board of managers or managing member, as applicable, and no further consent or authorization is required. This Purchase Agreement has been duly executed and delivered by such Purchaser by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Purchase Agreement and the other documents executed in connection herewith and bind such Purchaser accordingly.

(e) Validity. This Purchase Agreement has been duly authorized, executed and delivered by each Purchaser and constitutes a valid and binding obligation of such Purchaser, enforceable against it in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(f) LevelX Capital LLC.

(i) LevelX Capital is a broker-dealer registered with the U.S. Securities and Exchange Commission (the “SEC”) and it is a member of the Financial Industry Regulatory Authority (“FINRA”), or it is exempt from. LevelX Capital is registered and/or licensed to act as a broker or dealer, as required under all applicable laws, rules and regulations in the states or other jurisdictions in which the LevelX Capital conducts its activities, or it is otherwise exempt.

(ii) LevelX Capital has complied, and is now complying, with all statutes, laws, regulations, rules, orders, judgments, decrees, other requirement or rule of law of any governmental or regulatory authority having jurisdiction over or applicable to it or its business, properties and assets, including the net capital requirements, customer protection requirements, and books and records requirements thereof. LevelX Capital is a member in good standing of all domestic or foreign securities, broker-dealer or other financial services industry self-regulatory organization (“SROs”) of which it is required to be a member, and is in compliance in all material respects with all applicable rules and regulations of such SROs. LevelX Capital and each of its associated persons is duly registered, licensed or qualified under, and is in compliance in all material respects with, the applicable laws and regulations of all jurisdictions in which it is required to be so registered, and each such registration, license or qualification is, to each Purchaser’s knowledge, in full force and effect and in good standing. LevelX Capital is a member of the Securities Investor Protection Corporation (“SIPC”). LevelX Capital has paid or has made adequate provision for the payment of all SIPC assessments which are due and payable. There are no outstanding orders from any governmental or regulatory authority and no unsatisfied judgments, penalties or awards against or affecting LevelX Capital or any of its properties or assets. There are no claims, actions, causes of action, demands, lawsuits, arbitration, inquiries, audits, notices of violation, proceedings, litigation, citations, summons, subpoenas or investigations of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity (each an “Action”) pending or, to each Purchaser’s knowledge, threatened against or by LevelX Capital affecting any of its business, properties or assets. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action now or in the future.

(iii) LevelX Capital has (i) maintained such registrations, licenses, qualifications, and memberships in good standing and in full force and effect; (ii) as applicable, materially complied with SEC and/or FINRA rules and regulations and the securities laws of any jurisdiction (federal, state or municipal) in which it conducts its business, to the extent such laws, rules and regulations relate to the LevelX Capital; and (iii) not offered or sold any securities in any state or jurisdiction where such securities may not lawfully be offered and/or sold.

(iv) LevelX Capital has implemented, and agrees to maintain and implement on an on-going basis, an anti-money laundering program reasonably designed to comply with all applicable anti-money laundering laws and regulations, including but not limited to the Bank Secrecy Act of 1970 and the USA PATRIOT Act of 2001.

(v) None of LevelX Capital or any of its directors, officers, employees or “associated persons” (as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) has been the subject of any disciplinary proceedings or orders of any regulatory agency arising under applicable laws. No such disciplinary proceeding or order is pending or, to each Purchaser’s knowledge, threatened. None of LevelX Capital or any of its directors, officers, employees or “associated persons” has been permanently enjoined by the order of any regulatory agency from engaging or continuing any conduct or practice in connection with any activity or in connection with the purchase or sale of any security. None of LevelX Capital or any of its directors, officers, employees or associated persons (i) is or has been ineligible to serve as a broker-dealer or an associated person of a broker-dealer under Section 15(b) of the Exchange Act, (ii) is subject to a “statutory disqualification” as defined in Section 3(a)(39) of the Exchange Act, or (iii) is subject to a disqualification that would be a basis for censure, limitations on the activities, functions or operations of, or suspension or revocation of the registration of LevelX Capital as a broker-dealer, municipal securities dealer, government securities broker or government securities dealer under Section 15, Section 15B or Section 15C of the Exchange Act, and there is no action, suit, proceeding investigation pending, or to each Purchaser’s knowledge, threatened, that is reasonably likely to result in any such person being deemed ineligible as described in clause (i), subject to a “statutory disqualification” as described in clause (ii) or subject to a disqualification as described in clause (iii).

(vi) None of LevelX Capital or any of its directors, officers, employees or associated persons is subject to a “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable.

(vii) LevelX Capital has duly adopted written supervisory procedures reasonably required under applicable laws.

(viii) The Purchasers have delivered to the Company a true and complete copy of the LevelX Capital report pursuant to Rule 17a-5(a) under the Exchange Act for the period ended December 31, 2020, which included: (i) computation of net capital; (ii) computation for determination of reserve requirements for broker-dealers; (iii) information relating to possession or control requirements; and (iv) computation for determination of segregation requirements for LevelX Capital all as at December 31, 2019 (the “2019 Annual Audited Report”). In addition, the Purchasers have delivered to the Company a true and complete copy of LevelX Capital’s report pursuant to the SEC’s Rule 17a-5(a) for the quarterly period ended March 31, 2020, June 30, 2020, and September 30, 2020 (the “Interim Focus Report”). The 2019 Annual Audited Report and the Interim Focus Report are fairly stated in all material respects and were prepared in accordance with the applicable rules and regulations of the SEC.

(ix) The FINRA Form U-4s for any registered representatives are accurate, complete and current, and LevelX Capital is not engaged in any dispute with any client that has not been reported on the Form U-4 of a registered representative.

(x) No current or former client of LevelX Capital has filed any claim in arbitration with FINRA or commenced any Action against LevelX Capital, and LevelX Capital has received no formal demand or other notification that, if the claims in such demand or notification were proven, would be a basis for any such claim or Action.

(xi) LevelX Capital is not, at present, nor has it been within the past three (3) years, in violation of the applicable net capital provisions of the Exchange Act, the rules and regulations promulgated thereunder and the rules and regulations of FINRA and the SEC. LevelX Capital is not in violation of the net capital provisions required to be maintained by any state or jurisdiction in which LevelX Capital does business, except as would not reasonably be expected to have a material adverse effect.

(xii) LevelX Capital maintains all necessary books and records pertaining to its business and operations as are required to be maintained by the Exchange Act, the rules and regulations promulgated thereunder, and any state securities laws or rules or regulations of any state in which LevelX Capital is a registered broker-dealer.

(xiii) As of the date hereof there are no fees or assessments owed to FINRA or SIPC by LevelX Capital.

(g) Investment Representations. Each Purchaser understands that the Securities have not been registered under the Securities Act. Each Purchaser also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act of 1933, as amended (the “Securities Act”) based in part upon each Purchaser’s representations contained in this Purchase Agreement.

(h) Purchasers Bears Economic Risk. Each Purchaser has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. Each Purchaser must bear the economic risk of its investment indefinitely unless the Securities are registered pursuant to the Securities Act or an exemption from registration is available. Each Purchaser acknowledges that such Purchaser is able to bear the economic risk of losing such Purchaser’s entire investment in the Securities. Each Purchaser understands that the Company has no present intention of registering the Securities or its Interests; provided, however, that the Conversion Shares are subject to registration pursuant to the Registration Rights Agreement. Each Purchaser also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow such Purchaser to transfer all or any portion of the Securities under the circumstances, in the amounts or at the times such Purchaser might propose. Each Purchaser also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities, including, but not limited to, those described on Appendix A hereto.

(i) Acquisition for Own Account. Each Purchaser is acquiring the Securities for such Purchaser’s own account for investment only and not with a view towards their distribution.

(j) Each Purchaser Can Protect Its Interest. Each Purchaser represents that by reason of its or its management’s business or financial experience, such Purchaser has the capacity to protect its own interests in connection with the transactions contemplated in this Purchase Agreement and other agreements required hereunder. Further, such Purchaser is aware of no publication of any advertisement in connection with the transactions contemplated in this Purchase Agreement.

(k) Accredited Investor. Each Purchaser represents that it is an “accredited investor” within the meaning of Regulation D under the Securities Act.

(l) Company Information. Each Purchaser has received and read a summary of the Company’s business and has had an opportunity to discuss the Company’s business, management and financial affairs with directors, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. Each Purchaser has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment.

(m) Domicile. Each Purchaser maintains such Purchaser’s domicile (and is not a transient or temporary resident) at the address set forth on Schedule A.

(n) Bad Actor. None of the Purchasers, nor any “Covered Person” related to the Purchasers, is a “Bad Actor” under Rule 506(d) of Regulation D of the Rules and Regulations promulgated under the Securities Act.

(o) Rule 144. Each Purchaser acknowledges and agrees that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Each Purchaser has been advised of or is aware of the provisions of Rule 144 promulgated under the Securities Act as in effect from time to time, which permits limited resale of interests purchased in a private placement subject to the satisfaction of certain conditions, including, among other things: the availability of certain current public information about the Company, the resale occurring following the required holding period under Rule 144 and the number of interests being sold during any three month period not exceeding specified limitations.

(p) No Brokerage Fees. There are no claims for brokerage commission, finders’ fees or similar compensation in connection with the transactions contemplated by this Purchase Agreement or related documents based on any arrangement or agreement binding upon any Purchaser. The undersigned Purchasers will, jointly and severally, indemnify and hold the Company harmless against any liability, loss or expense (including, without limitation, reasonable attorney’s fees and out-of-pocket expenses) arising in connection with any such claim caused by or resulting from any action or omission by the Purchasers in violation of this Section 5(p).

6. Covenants.

(a) Regulatory Consents, Authorizations, Etc.

(i) Each Purchaser will use its commercially reasonable efforts to obtain all consents, authorizations, orders and approvals of, and to make all filings and registrations with, FINRA or other SROs that are required for or in connection with the consummation by it of the transactions contemplated hereby. Without limitation on the foregoing, immediately following the execution of this Purchase Agreement, the Purchasers will cause LevelX Capital to prepare and file a Form CMA with FINRA indicating the change in ownership of LevelX Capital.

(ii) The Company shall provide all necessary cooperation and documentation to assist the Purchasers and LevelX Capital with respect to the foregoing. The costs and expenses of the FINRA filing, including attorneys’ fees shall be borne by the Purchasers.

(b) Conduct of Business.

(i) From and after the date of this Purchase Agreement and through the Closing Date, the Purchasers shall, except as expressly contemplated by this Purchase Agreement or as required by applicable law (A) conduct the business of LevelX Capital in the ordinary course of business consistent with past practice and in compliance in all material respects with the Securities Act, the Exchange Act and SRO rules and regulations, and, to the extent consistent therewith, (B) use its best efforts to preserve substantially intact LevelX Capital’s business organization, to keep available the services of LevelX Capital’s current officers and employees, to preserve LevelX Capital’s present relationships with customers, suppliers, distributors, licensors, licensees and other Persons having business relationships with it; and (C) confer with the Company to keep the Company informed with respect to the operational matters and to report the general status of the ongoing operations of the business.

(ii) Without limiting the generality of Section 6(b)(i), between the date of this Purchase Agreement and the Closing Date, except as otherwise expressly contemplated by this Purchase Agreement, or as required by applicable law, the Purchasers shall not permit LevelX Capital to, without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed, and which consent may be granted by email approval):

(1) amend or propose to amend its organizational documents;

(2) (A) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any of its equity securities, or (B) declare, set aside or pay any dividend or distribution (whether in cash, stock, property or otherwise) in respect of, or enter into any contract with respect to the voting of, any shares of its equity securities;

(3) issue, sell, pledge, dispose of or encumber any of its equity securities;

(4) (A) increase the compensation payable or that could become payable to directors, officers or employees, (B) enter into any new or amend in any material respect, any existing employment, severance, retention or change in control agreement with any of its past or present officers or employees, or (C) establish, adopt, enter into, amend, terminate, exercise any discretion under, or take any action to accelerate rights under any employee plans or any plan, agreement, program, policy, trust, fund or other arrangement, or make any contribution to any employee plan, other than contributions required by law or the terms of such employee plans as in effect on the date hereof or that are made in the ordinary course of business consistent with past practice;

(5) acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or person or division thereof or make any loans, advances or capital contributions to or investments in any person;

(6) (A) transfer, license, sell, lease or otherwise dispose of any assets (whether by way of merger, consolidation, sale of stock or assets, or otherwise), including the capital stock or other equity interests in any subsidiary, provided that the foregoing shall not prohibit transferring, licensing, selling, leasing or disposing of obsolete equipment or assets being replaced, in each case in the ordinary course of business consistent with past practice, or (B) adopt or effect a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization;

(7) incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person;

(8) enter into or amend or modify in any material respect, or consent to the termination of (other than at its stated expiration date), any material contract; or

(9) enter into any material agreement, agreement in principle, letter of intent, memorandum of understanding or similar contract with respect to any joint venture, strategic partnership or alliance.

(c) From and after the date of this Purchase Agreement and through the Closing Date, the Purchasers shall cause LevelX Capital to maintain its (i) registration as a registered “broker-dealer” under the Exchange Act and under the laws of each state in which it is registered as a broker-dealer, and (ii) membership in FINRA and each other SRO in good standing and necessary for the operation of its business.

(d) From and after the date of this Purchase Agreement and through the Closing Date, the Purchasers shall cause LevelX Capital to: (i) share with the Company the content of all written and verbal communications with FINRA relative to the Form CMA, including all correspondence and notes of conversations, (ii) take all action to maintain all rights, privileges, broker-dealer licenses and memberships, broker-dealer registrations necessary or desirable in the normal conduct of its business, (iii) comply with all rules and regulations of the SEC and FINRA applicable to it (including such rules and regulations dealing with net capital requirements) and, to the extent applicable, all similar, equivalent or comparable state or foreign statutes, rules, regulations and other regulatory requirements, including all state “blue-sky” laws, (iv) deliver to the Company a copy of each focus report filed with the SEC, and (v) promptly deliver to the Company copies of each notice or other correspondence received from the SEC, FINRA or other SRO (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation by such agency regarding its financial or other operational results.

(e) To the extent that there is any indebtedness, liability or obligation of LevelX Capital as of the date hereof or as of the Closing Date that is (i) not ordinary course operating liabilities of the business of the LevelX Capital, (ii) indebtedness for borrowed money, (iii) liabilities or obligations unrelated to the operation of the business of LevelX Capital or (iv) liabilities or obligations owed to parties that are an officer, director, manager, employee, member, shareholder or otherwise affiliated with or related to LevelX Capital or any Purchaser (collectively, “Excluded Liabilities”), in each case such Excluded Liabilities shall, prior to the Closing Date, be either satisfied or assumed by one or more Purchasers, and each Purchaser shall, jointly and severally, indemnify the Company and Investview for any and all Excluded Liabilities not so satisfied or assumed.

(f) SSA shall, within 30 days from the date hereof, (i) obtain from Apex Clearing Corporation (“Apex”) a joinder to this Purchase Agreement, (ii) obtain Apex’s surrender of its ownership of equity capital of LevelX Capital (if any) to SSA or LevelX Capital or (iii) otherwise resolve issues related to Apex’s ownership of equity capital of LevelX Capital (if any) to the Company’s satisfaction (the “Apex Conditions”). Such 30-day period may be extended by the written consent of the Company in its sole discretion if, in the Company’s judgment, SSA has diligently pursued its obligations under this Section 6(f).

7. Indemnification. Each Party agrees to indemnify, defend and hold harmless the other Party and its affiliates and its and their respective officers, directors, employees, representatives and agents from any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) based upon or in connection with any action or claim by a third party arising out of this Purchase Agreement caused by or resulting from such indemnifying Party’s actions or omissions. Such indemnifying Party shall solely conduct the defense of any such claim or action and all negotiations for its settlement or compromise; provided, however, that (i) no settlement or compromise shall be entered into or agreed to without the other Party’s prior approval and (ii) the other Party has the right to participate, at its own expense, (which includes hiring of its’ own attorneys and the indemnifying Party and its’ attorneys shall fully cooperate with the indemnified Party and its’ attorneys) in the defense and/or settlement of any such claim or action in order to protect its own interests.

8. Legend. The certificates representing Interests, if any, when issued, shall bear the following legend, together with any legend required by state law:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF AN AMENDED AND RESTATED OPERATING AGREEMENT, AS AMENDED AND/OR RESTATED TO DATE, AND NO TRANSFER OF SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN SATISFIED. COPIES OF SUCH AGREEMENTS MAY BE EXAMINED AT THE PRINCIPAL OFFICE OF THE COMPANY.

9. Governing Law; Jurisdiction. This Purchase Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to its conflicts of law principles.

EACH PURCHASER AND THE COMPANY CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE STATE OF DELAWARE AND NO OTHER PLACE AND IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS PURCHASE AGREEMENT MAY BE LITIGATED IN SUCH COURTS. EACH PURCHASER AND THE COMPANY ACCEPT FOR ITSELF AND HIMSELF AND IN CONNECTION WITH ITS AND HIS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS PURCHASE AGREEMENT. EACH PURCHASER AND THE COMPANY FURTHER IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN THE MANNER AND TO THE ADDRESS SPECIFIED IN SECTION 10 OF THIS PURCHASE AGREEMENT.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS PURCHASE AGREEMENT OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF, EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY. EACH OF THE PARTIES HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS PURCHASE AGREEMENT. IN THE EVENT OF LITIGATION, THIS PURCHASE AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

10. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given pursuant to this Purchase Agreement shall be in writing and shall be delivered (a) in hand by person with written receipt of the person to whom such notice is intended; (b) by registered or certified mail, postage prepaid, return receipt requested; or (c) by a generally recognized commercial courier service or overnight delivery service, (Federal Express or UPS), for next business day delivery, postage prepaid, with delivery receipt requested. All notices sent in accordance with this Section 10 shall be deemed “Delivered” unless otherwise specified herein, the same day if delivered by hand in person with receipt and signature of the intended recipient or by an authorized officer of the intended recipient; if by registered or certified mail, three (3) business days after the same is deposited in the U.S. Mail; or if sent by a commercial courier service or overnight delivery service for next business day delivery, one (1) business day after payment and deposit with the courier service with receipt of mailing. All communications shall be sent to the respective Parties at their addresses as follows:

If to Investview, Inc. or

Investview Financial Group Holdings, LLC:

234 Industrial Way West

Suite A202

Eatontown, NJ 07724

Attn: Joseph Cammarata, CEO

Attn: Annette Raynor, COO

With a copy to:

MPower Trading Systems LLC

1645 Kecks Road

Breinigsville, PA 18031

Attn: David B. Rothrock, Chairman

Michael Best & Friedrich, LLP

170 South Main Street, Suite 1000

Salt Lake City, UT 84101

Attention: Kevin Timken

If to Purchasers, to such address set forth on Schedule A.

or to such other address as may be specified by a Party, by written notice given in accordance with this Section 10.

11. Fees and Expenses. Investview shall bear all legal fees and other out-of-pocket expenses in connection with the Audit and all filings with FINRA required in connection with transaction contemplated hereby. Investview acknowledges it shall make the following payments as reimbursement of such out-of-pocket expenses as follows: all expenses paid by Purchaser or an affiliate thereof that are to be borne by Investview pursuant to the first sentence of this Section 11, to be paid to Purchaser within fifteen (15) days of the Closing or termination of this Purchase Agreement. Other than as set forth in this Section 11, each Party acknowledges, agrees and confirms that each Party shall bear its own legal fees and other out-of-pocket expenses for such Party’s own separate review and negotiation with respect to its rights and obligations with regards to the transactions contemplated hereby.

12. Miscellaneous.

(a) All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require.

(b) None of the provisions of this Purchase Agreement may be waived, modified, amended, deleted, changed or terminated orally or otherwise, except by a writing signed by the Company, Investview and each of the Purchasers.

(c) In the event any provision of this Purchase Agreement is found to be void, invalid, illegal or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void, invalid, illegal or unenforceable provision were never the subject of this Purchase Agreement.

(d) The invalidity, illegality or unenforceability of one or more of the provisions of this Purchase Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Purchase Agreement in such jurisdiction or the validity, legality or enforceability of this Purchase Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the Parties hereunder shall be enforceable to the fullest extent permitted by law.

(e) This Purchase Agreement supersedes all prior discussions and agreements between the Parties with respect to the subject matter hereof and contains the sole and entire agreement between the Parties hereto with respect to the subject matter hereof.

(f) The headings used in this Purchase Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

(g) This Purchase Agreement may be executed in any number of counterparts and by different Parties hereto in separate counterparts, with the same effect as if all Parties had signed the same document. All such counterparts (including counterparts delivered by facsimile, email or other electronic format) shall be deemed an original, shall be construed together and shall constitute one and the same instrument. This Purchase Agreement shall become effective when each Party hereto shall have received counterparts hereof signed by all of the other Parties hereto.

(h) No failure or delay by any party in exercising any right, power or privilege under this Purchase Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

(i) Any provision of this Purchase Agreement which, either by its terms or to give effect to its meaning, must survive, shall survive the cancellation, expiration or termination of this Purchase Agreement.

(j) All the terms and provisions of this Purchase Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective Parties hereto, the successors and permitted assigns of the Purchasers and the successors of the Company, whether so expressed or not. None of the Parties hereto may assign its rights or obligations hereof without the prior written consent of the Company, except that each Purchaser may, without the prior consent of the Company, assign its rights to any trust or entity owned by such Purchaser and or such Purchaser’s successors and assigns for estate planning purposes. This Purchase Agreement shall not inure to the benefit of or be enforceable by any other third-party person or entity.

(k) At any time or from time to time after the date hereof, the Parties agree to cooperate with each other, and at the request of any other Party, and without any additional consideration, the Parties agree to provide further information or assurances; execute and deliver such additional agreements, documents and instruments; and take such other actions and do such other things, as may be necessary or appropriate to carry out the terms and provisions of this Purchase Agreement, the intent of the Parties and give effect to the transactions contemplated hereby.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement to be duly executed as of the date first set forth above.

[Signature Page to Securities Purchase Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement to be duly executed as of the date first set forth above.

[Signature Page to Securities Purchase Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement to be duly executed as of the date first set forth above.

[Signature Page to Securities Purchase Agreement]

APPENDIX A

RISK FACTORS

AN INVESTMENT IN THE INTERESTS INVOLVES A HIGH DEGREE OF RISK; EACH OF THE COMPANY AND INVESTVIEW IS A START-UP VENTURE WITH LITTLE OR NO ASSETS, REVENUES OR OPERATIONS; THERE ARE OR MAY BE COMPETITIVE PRODUCTS AND SERVICES IN THE MARKETPLACE FOR EACH OF THE COMPANY’S AND INVESTVIEW’S PRODUCTS AND SERVICES; EACH OF THE COMPANY AND INVESTVIEW MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES AND/OR MEET ITS EXPENSES AND THE UNITS MAY NEVER HAVE ANY VALUE. AMONG OTHER RISKS, EACH PURCHASER SHOULD CONSIDER THE FOLLOWING, IN ADDITION TO ALL OF THE RISK FACTORS INCLUDED IN INVESTVIEW’S 10-K FOR THE FISCAL YEAR ENDED MARCH 31, 2020, AND IN THE 10-QS FOR THE QUARTERS ENDED JUNE 30, 2020, SEPTEMBER 30, 2020, AND DECEMBER 31, 2020:

(a) Development Stage of Company and Investview; Uncertainty of Future Revenues. Each of the Company and Investview is a development stage company and has a limited operating history. As a development stage company, the business of each of the Company and Investview is subject to the problems, expenses, difficulties, complications and delays normally associated with business ventures in the development stage, which historically have a high failure rate, and there can be no assurance that each of the Company and Investview will be viable or profitable in the future. The purchase of the Interests, as any investment in any development stage company, involves a high degree of risk, including, but not limited to, the substantial risk of loss of such Purchaser’s entire investment in each of the Company and Investview.

(b) Lack of Liquidity. A purchase of the Interests should be considered a long-term investment. There is no public market for the Interests, nor is one expected to develop as a result of this Purchase. Each Purchaser must be prepared to hold the Interests indefinitely and should not expect to be able to liquidate this investment even in an emergency or for any other reason.

(c) Unproven Market Acceptance. Although each of the Company and Investview believes there is a need for the products and services proposed to be offered by each of the Company and Investview, its management is unable to guarantee (i) the level of market acceptance the products and services will achieve and (ii) the number of customers willing to pay for each of the Company’s and Investview’s products and services.

(d) Need for Additional Funds; Future Dilution. Each of the Company and Investview may, and will likely, require additional rounds of financing in order to bring the its products and services to market. Each of the Company’s and Investview’s capital requirements will depend upon numerous factors, including the success of their respective development plans, marketing and sales efforts. To the extent that the funds generated by this offering together with existing resources and any future earnings or credit facilities are insufficient to fund the each of the Company’s and Investview’s respective activities, each of the Company and Investview may adversely affect the current members by diluting the their interests in each of the Company and Investview. No assurance can be given that additional financing will be available or that, if available, it will be obtained on terms favorable to each of the Company and Investview. If adequate funds are not available, each of the Company and Investview may have to reduce developing, manufacturing and marketing activities and services, which could have a material adverse effect on the Company’s and/or Investview’s business, or discontinue operations entirely.

(e) No Distributions. To date, neither the Company nor Investview has made any distributions to its members and no assurance exists or can be given that either the Company or Investview will make any distributions in the foreseeable future. Each of the Company and Investview currently intends to retain future earnings for use in its business and, therefore, does not anticipate making any distributions in the foreseeable future. Future distributions, if any, will depend, among other things, on each of the Company’s and Investview’s respective results of operations, capital requirements and financial condition and on such other factors as the Company’s managers may, in their discretion, consider relevant.

(f) Projections. Any financial projections of the Company or Investview and projections relating to the future market for the Company’s or Investview’s potential products provided to each Purchaser are based upon current assumptions as to future events and conditions which each of the Company and Investview believes to be reasonable as of the date thereof, but which are inherently uncertain and unpredictable. The projections have been prepared by the officers respective of the Company and Investview and no independent expert rendered on opinion as to the reasonableness of the projections or the assumption on which they are based. The assumptions may prove to be incomplete or incorrect and unanticipated events and circumstances may occur. Because of such uncertainties, and the other risks outlined herein, the actual results of each of the Company’s and Investview’s future operations can be expected to be different from those projected, and such difference may be material and adverse. Potential investors should consider the projections in light of the underlying assumptions, reach their own conclusions as to the reasonableness of those assumptions and evaluate the projections on the basis of that analysis.

(g) Determination of Purchase Price. There have been no professional opinions concerning the value of a membership interest in each of the Company and Investview, the value of the assets of each of the Company and Investview, the net worth of each of the Company and Investview or the projected financial information of each of the Company and Investview. The purchase price for the Interests and Consideration has been arbitrarily determined by each of the Company and Investview. The purchase price for the Interests is not necessarily indicative of their value. It is entirely possible that the Interests, if transferable, could not be resold for the purchase price, or for any other amount.

EXHIBIT A

Operating Agreement

(see attached)

EXHIBIT B

Capitalization Table

(see attached)

Exhibit 10.82

THE SECURITIES PURCHASED BY THIS PURCHASE AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS, AND TRANSFER OF THE SECURITIES IS RESTRICTED BY THE TERMS OF THIS PURCHASE AGREEMENT, THE COMPANY’S AMENDED AND RESTATED OPERATING AGREEMENT AND BY APPLICABLE LAW.

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Purchase Agreement”) is made by and between Investview MTS, LLC, a Delaware limited liability company (the “Subsidiary”), Investview Financial Group Holdings, LLC, a Delaware limited liability company (the “Company”), Investview, Inc., a Nevada corporation (“Investview”) and MPower Trading Systems LLC, a Pennsylvania limited liability company (“Purchaser”), as of March 22, 2021. In this Purchase Agreement, the Subsidiary, the Company, Investview and Purchaser are sometimes referred to individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Subsidiary is a wholly owned subsidiary of the Company, which is a wholly owned subsidiary of Investview;

WHEREAS, pursuant to the terms of the Limited Liability Company Agreement, dated as of March 22, 2021 (the “Operating Agreement”) among the members of the Company, the Company may issue “Class B Units,” which are exchangeable into shares of the Common Stock of Investview pursuant to the terms set forth therein (the “Conversion Shares”);

WHEREAS, as of the date hereof, the Subsidiary is the holder of 565,000,000 Class B Units of the Company (the “Interests”);

WHEREAS, as of the date hereof, in conjunction with the transactions contemplated by this Purchase Agreement, the Company is entering into a Securities Purchase Agreement with SSA Technologies LLC (“SSA”) and certain other parties thereto, pursuant to which the Company will issue Class B Units to SSA and such other parties in exchange for the equity of LevelX Capital LLC (the “LevelX Capital Agreement”), and a separate Securities Purchase Agreement with SSA, pursuant to which the Company will issue Class B Units to SSA in exchange for the assets of SSA (together with the LevelX Capital Agreement, the “SSA Agreements”); and

WHEREAS, Purchaser wishes to purchase, and the Subsidiary wishes to sell, the Interests pursuant to the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the terms and conditions herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:

1. Purchase of Interests.

(a) Subject to the terms and conditions of this Purchase Agreement, Purchaser hereby irrevocably agrees to purchase the Interests in exchange for the Consideration (as defined below) and otherwise upon the terms and conditions set forth herein (the “Purchase”) at the Closing. The Interests being purchased under this Purchase Agreement are also referred to herein collectively as the “Securities.” The rights and preferences of the Interests are as set forth in the Operating Agreement.

(b) As “Consideration” for the purchase and sale of the Securities, Purchaser hereby agrees to assign to the Subsidiary all of Purchaser’s assets (the “Assets”) at the Closing, including, but not limited to:

(i) an undivided, jointly owned interest in and to all Core Jointly Owned IP (as defined on Schedule A hereto) such that, following such assignment, the Parties shall jointly own undivided interests in all Core Jointly Owned IP, and further assigns to the Subsidiary an undivided, jointly owned interest in and to all Jointly Owned Licenses, in each case subject to the terms and conditions set forth in Section 2; provided that, for the avoidance of doubt and subject to Section 2, each Party shall retain a complete copy of the source code included in the Jointly Owned IP;

(ii) that certain Office Lease, dated as of August 6, 2010, by and between Purchaser and 521 Haverford Associates, L.P., as amended, including certain fixtures, furniture and equipment;

(iii) that certain Agreement, dated as of August 26, 2009, by and between Purchaser and Cross Connect Solutions, LLC (including the Account Inventory schedule with respect thereto); and

(iv) all other assets of Purchaser of every nature, tangible and intangible, including all intellectual property and all contracts, permits and other rights.

(c) The Subsidiary hereby irrevocably agrees to accept the Assets at the Closing and, pursuant to and in accordance with the terms and conditions of this Purchase Agreement, hereby irrevocably agrees to assume at the Closing and to pay, perform and discharge when due all liabilities and obligations with respect to or otherwise related to the Assets, but excluding all liabilities that are not ordinary course operating liabilities of the business of the Purchaser conveyed pursuant hereto (the “Liabilities”).

The purchase of Interests involves significant risks, as more fully set forth on Appendix A of this Purchase Agreement.

2. Jointly Owned IP. The Jointly Owned IP is subject to the following provisions:

(a) From the Closing Date until the date on which a Reversionary Event of Purchaser (as defined in Section 2(j) below) has occurred, the Subsidiary hereby assigns and continues to assign to Purchaser an undivided, joint interest in and to all Subsidiary Modifications (as defined on Schedule A hereto) such that, following such assignment, the Parties shall jointly own undivided interests in all Subsidiary Modifications, subject to the terms and conditions set forth in this Section 2.

(b) In furtherance of the provisions of Section 1 and this Section 2, (i) within 30 days following the Closing Date, Purchaser shall provide to the Subsidiary copies of all source code for software included in the Core Jointly Owned IP, and (ii) promptly following any Subsidiary Modifications subject to assignment pursuant to (a) above, but in no event less often than at the end of each fiscal quarter, the Subsidiary shall provide to the Purchaser copies of all source code for software included in such Subsidiary Modifications.

(c) In furtherance of the provisions of Section 1 and this Section 2, from the Closing Date until the date on which a Reversionary Event of Purchaser has occurred, the Subsidiary hereby agrees to perform at all times ongoing maintenance and support of the Jointly Owned IP software technology by, among other things, maintaining a managed services team of no less than one (1) senior director of technology operations, one (1) customer tech support, and three (3) developer members dedicated to advance, maintain and provide services to the Jointly Owned IP (collectively the above being the “Maintenance & Support Services”). The Subsidiary’s responsibilities covered under the Maintenance & Support Services include the following: (a) development operations (DevOps team); (b) software & system development, maintenance, and support; (c) source code maintenance; (d) product training & education (internal and external); (e) client product and technical support; (f) marketing/communication services (internal and external); and (g) account/margin department services.

(d) In furtherance of the provisions of Section 1 and this Section 2, from the Closing Date until the date on which a Reversionary Event of Purchaser has occurred, the Subsidiary hereby agrees that the Subsidiary’s principal administrative headquarters will be located at 109 White Oak Lane, Old Bridge, NJ, with its principal back-office operation to be located at 521 W. Lancaster Avenue, 2^nd Floor, Haverford, PA, 19041, the offices of Purchaser, which may be changed only with the approval of the Company as the sole member of Subsidiary. The Subsidiary agrees to work with Purchaser on the orderly transfer of the Jointly Owned IP and related vendor services to the Subsidiary and to assist to negotiate appropriate fees for such service.

(e) Following the Closing Date, and at all times thereafter, the Subsidiary shall assume from Purchaser and pay and maintain the following required direct operating expenses in support of the Subsidiary’s business:

(f) Except as expressly set forth herein, neither the Subsidiary nor Purchaser shall owe any duty to account to the other Party for its use or grant of rights in any Jointly Owned IP, or for any profits derived therefrom, whether before or after a Reversionary Event of the Subsidiary (as defined in Section 2(j) below).

(g) All Jointly Owned IP will be held in confidence and retained as trade secret material until such time as the Parties agree to pursue patent protection for such Jointly Owned IP. The Parties will identify any Jointly Owned IP that may be suitable to file for patent protection and will meet to determine the scope of protection. All Jointly Owned IP for which the Parties seek patent protection shall be first filed in the U.S. and jointly assigned to each Party. The Parties may elect on a case-by-case basis to have one Party administer all aspects of procuring patent protection for an application, or if the Parties cannot agree to such an arrangement, an independent law firm will jointly represent the Parties in such patent procurement. The Subsidiary and Purchaser shall share equally in the costs of patent filing, procurement and maintenance; provided, however, that if one of the Subsidiary or Purchaser decides not to continue sharing in the cost of a particular patent application or patent (including foreign counterparts), that Party will assign all rights and interest in such patent or application to the other Party and retain no further rights in such Jointly Owned IP. Each Party shall execute and deliver any documents and instruments reasonably necessary to evidence or record such rights of joint owners or to enforce the rights in Jointly Owned IP.

(h) At any time or from time to time after the Closing Date, each of the Subsidiary and Purchaser agree to cooperate with each other, and at the request of the other Party, and without any additional consideration, each of the Subsidiary and Purchaser agree to provide further information or assurances; execute and deliver such additional agreements, documents and instruments; and take such other actions and do such other things, as may be necessary or appropriate to carry out the terms and provisions of this Section 2 and the intent of the Parties and to give effect to the transactions contemplated by this Purchase Agreement.

(i) The Subsidiary shall not sell, transfer or exclusively license any Jointly Owned IP unless such purchaser, transferee or licensee shall, in advance, enter into an agreement with Purchaser reflecting the agreed terms set forth in this Purchase Agreement.

(j) For the purposes of this Purchase Agreement, the following terms have the meanings ascribed to them below:

(i) “Reversionary Event of the Subsidiary” shall mean: (A) bankruptcy proceedings (whether voluntary or involuntary) have been instituted with respect to the Subsidiary, which proceedings are not dismissed within ninety (90) days after institution, (B) the Subsidiary is insolvent or has ceased all business operations, (C) a breach by the Subsidiary of its obligations hereunder, or (D) the failure or refusal of the Subsidiary, by January 1, 2022, to develop, improve, maintain, bring to market and make available through distribution to the Subsidiary’s business holders, or to third parties for a fee, the Core Jointly Owned IP (as amended by any Subsidiary Modifications) and software products derived therefrom for commercial use or to otherwise commercialize the Core Jointly Owned IP (as amended by any Subsidiary Modifications).

(ii) “Reversionary Event of Purchaser” shall mean (A) bankruptcy proceedings (whether voluntary or involuntary) have been instituted with respect to the Purchaser, which proceedings are not dismissed within ninety (90) days after institution, (B) Purchaser has made an assignment for the benefit of creditors (other than an assignment for the benefit of DBR Capital LLC, any other member of Purchaser or any of their respective affiliates), or (C) a liquidation of Purchaser other than in connection with a liquidation in which assets are principally distributed to DBR Capital LLC, any other member of Purchaser or any of their respective affiliates.

3. Conditions Precedent to Closing; Closing.

(a) The Subsidiary’s obligation to proceed to the closing of the transactions contemplated hereby (the “Closing”) is subject to the fulfillment, or waiver by the Subsidiary, on or prior to the Closing of each of the following:

(i) the Parties shall have executed this Purchase Agreement on or before March 22, 2021;

(ii) Purchaser shall have delivered audited financial statements compliant with the requirements of Regulation S-X (the “Audit”);

(iii) Purchaser shall have delivered an executed joinder or signature page to the Operating Agreement;

(iv) Purchaser shall have delivered a copy of that certain Registration Rights Agreement, by and among the Company and the other parties thereto (the “Registration Rights Agreement”), executed by Purchaser;

(v) Purchaser shall have delivered an executed Lock-Up Agreement with respect to the Conversion Shares;

(vi) Purchaser shall have provided evidence that all of Purchaser’s employees (the “Employees”) have been terminated, effective as of the Closing;

(vii) the representations and warranties of the Purchaser contained in Section 6 of this Purchase Agreement shall be true and correct as of the date hereof and as of the Closing Date as if made on and as of the Closing Date (except to the extent such representations and warranties specifically related to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), and the Purchaser shall have complied with all of its obligations in this Purchase Agreement;

(viii) Purchaser shall have delivered a certificate, duly executed by an authorized executive officer of the Purchaser, dated as of the Closing Date, certifying that the conditions specified in Section 3(a)(vii) have been fulfilled; and

(ix) Purchaser shall have delivered any other reasonable documents, instruments or agreements requested by the Subsidiary to consummate the transactions contemplated by this Purchase Agreement.

(b) Purchaser’s obligation to proceed to the Closing is subject to the fulfillment, or waiver by Purchaser, on or prior to the Closing of each of the following:

(i) the Parties shall have executed this Purchase Agreement on or before March 22, 2021;

(ii) the Company and the other parties thereto shall each have executed the SSA Agreements on or before March 22, 2021, and such SSA Agreements shall not have been amended or terminated prior to the Closing without the prior written consent of the Purchaser and Investview;

(iii) the provisions of Section 6(f) of the LevelX Capital Agreement shall have been met within the time period set forth therein;

(iv) if requested by Purchaser, the Company shall have provided Purchaser with all information and otherwise cooperated with Purchaser’s due diligence review of Investview’s public filings, and Purchaser shall have completed a due diligence review to its satisfaction, in its sole discretion, of Investview and the Company, including, but not limited to, the SEC Reports and filings and other regulatory and administrative matters, and all expenses incurred by Purchaser with respect to such due diligence review shall be borne by Investview;

(v) the Company shall have delivered a fully executed copy of the Operating Agreement;

(vi) the Company shall have delivered a copy of the Registration Rights Agreement, executed by the Company;

(vii) the Company shall have provided evidence that all of the Employees have received offers of employment, effective as of the Closing;

(viii) the Company shall have delivered a certificate evidencing Purchaser’s ownership of the Interests;

(ix) on or before the date that is 30 days from the date hereof, the Company shall have delivered a copy of the Lock-Up Agreement duly executed by (A) each of the parties (other than Investview and the Company) to the SSA Agreements and (B) each of the parties that executed a Lock-Up Agreement regarding shares of Common Stock of Investview on or around April 27, 2020;

(x) the representations and warranties of the Subsidiary, the Company and Investview contained in Sections 4 and 5, respectively, of this Purchase Agreement shall be true and correct as of the date hereof and as of the Closing Date as if made on and as of the Closing Date (except to the extent such representations and warranties specifically related to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), and each of the Subsidiary, the Company and Investview shall have complied with all of its obligations under this Purchase Agreement; and

(xi) the Subsidiary shall have delivered a certificate, duly executed by an authorized executive officer of the Subsidiary, dated as of the Closing Date, certifying that the conditions specified in Section 3(b)(x) have been fulfilled.

(c) The Closing shall take place virtually at 10:00 a.m., Eastern Standard Time, on the fifth business day after the date on which the conditions set forth in subsections (a) and (b) of this Section 3 are fulfilled or waived or on such other date or time as the Parties may otherwise mutually agree in writing (the “Closing Date”); provided that if the Closing has not occurred prior to the date that is nine months from the date hereof, this Purchase Agreement may be terminated by the Subsidiary in its sole discretion, unless the failure of the Subsidiary to fulfill the conditions set forth in Section 3(b) hereof, or the breach by the Subsidiary of any of its obligations hereunder, has been the cause of, or resulted in, the failure of the Closing to occur on or before such date.

4. Representations and Warranties of the Company and the Subsidiary. The Company and the Subsidiary hereby represent and warrant to Purchaser as follows:

(a) Organization and Standing. Each of the Company and the Subsidiary is a limited liability company duly formed, validly existing and in good standing under the laws of the state of Delaware. Each of the Company and the Subsidiary has all requisite limited liability company power and authority to own and operate its properties and assets, to execute and deliver this Purchase Agreement and any other agreements or instruments required hereunder. Each of the Company and the Subsidiary is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary.

(b) Right, Title, and Interest. As of the date hereof and as of immediately prior to the Closing, the Subsidiary is the lawful owner of all of the Interests, has good title to the Interests, and has all right, title, and interest in and to the Interests, free and clear of any restrictions on transfer or liens (other than any restrictions under the Securities Act of 1933, as amended (the “Securities Act”) and state securities laws or those arising under the Operating Agreement). The Subsidiary’s delivery of the Interests in accordance with the terms of this Purchase Agreement will pass full and valid title to the Interests free and clear of any liens (other than any restrictions under the Securities Act and state securities laws or those arising under the Operating Agreement).

(c) Authorization; Enforcement. (A) Each of the Company and the Subsidiary has all requisite limited liability company power and authority to enter into and perform this Purchase Agreement and to consummate the transactions contemplated hereby, and (B) the execution and delivery of this Purchase Agreement by each of the Company and the Subsidiary and the consummation by each of the transactions contemplated hereby have been duly authorized by each of the Company’s and the Subsidiary’s sole member and no further consent or authorization is required, this Purchase Agreement has been duly executed and delivered by each of the Company and the Subsidiary by their authorized representative, and such authorized representative is the true and official representative with authority to sign this Purchase Agreement and the other documents executed in connection herewith and bind each of the Company and the Subsidiary accordingly.

(d) Capitalization. The capitalization of the Company as of immediately following the Purchase (which capitalization shall reflect the assumption that the closing of the transactions contemplated by the SSA Agreements has occurred) is attached hereto as Exhibit B.

(e) Validity. This Purchase Agreement has been duly authorized, executed and delivered by each of the Company and the Subsidiary and constitutes a valid and binding obligation of each of the Company and the Subsidiary, enforceable against such Party in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(f) No Broker Fees. There are no claims for brokerage commission, finders’ fees or similar compensation in connection with the transactions contemplated by this Purchase Agreement or related documents based on any arrangement or agreement binding upon each of the Company and the Subsidiary. Each of the Company and the Subsidiary will indemnify and hold the Purchaser harmless against any liability, loss or expense (including, without limitation, reasonable attorney’s fees and out-of-pocket expenses) arising in connection with any such claim caused by or resulting from any action or omission by Company in violation of this Section 4(f).

5. Representations and Warranties of Investview. Investview hereby represents and warrants to Purchaser as follows:

(a) SEC Reports. Investview has timely filed all of the reports, schedules, forms, statements and other documents required to be filed by Investview with the SEC pursuant to the reporting requirements of the 1934 Act (the “SEC Reports”). The SEC Reports, at the time they were filed with the SEC, (i) complied as to form in all material respects with the requirements of the 1934 Act and the 1934 Act Regulations and (ii) did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(b) Independent Accountants. The accountants who certified the audited consolidated financial statements of Investview included in the SEC Reports are independent public accountants as required by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations, and the Public Company Accounting Oversight Board.

(c) Financial Statements; Non-GAAP Financial Measures.

(i) The consolidated financial statements included or incorporated by reference in the SEC Reports, together with the related notes, present fairly, in all material respects, the financial position of Investview and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of Investview and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except in the case of unaudited, interim financial statements, subject to normal year-end audit adjustments and the exclusion of certain footnotes.

(ii) Except as specifically set forth in the financial statements included in Investview’s Form 10-K for the fiscal year ended March 31, 2020 and the financial statements included in Investview’s Form 10-Q for each of the quarters ended June 30, 2020, September 30, 2020 and December 31, 2020, Investview has no liability or obligation, absolute or contingent, including without limitation any indebtedness, except (i) obligations and liabilities incurred after the date of such financial statements in the ordinary course of business that are not material, individually or in the aggregate, and (ii) obligations under contracts made in the ordinary course of business that would not be required to be reflected in financial statements prepared in accordance with general accepted accounting principles.

(d) No Material Adverse Change in Business. Since March 31, 2020, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of Investview and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), there have been no transactions entered into by Investview or any of its subsidiaries, other than those in the ordinary course of business and except as contemplated in this Purchase Agreement, which are material with respect to Investview and its subsidiaries considered as one enterprise, and there has been no dividend or distribution of any kind declared, paid or made by Investview on any class of its capital stock.

(e) Good Standing of Investview. Investview has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Nevada and has corporate power and authority to own, lease and operate its properties and to conduct its business as disclosed in the SEC Reports and to enter into and perform its obligations under this Purchase Agreement; and Investview is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.

(f) Good Standing of Subsidiaries. Each “significant subsidiary” of Investview, as such term is defined in Rule 1-02 of Regulation S-X (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly incorporated or organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the SEC Reports and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. All of the issued and outstanding capital stock of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by Investview, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary.

(g) Capitalization; Issuance of Shares.

(i) Investview has an authorized capitalization as set forth in the SEC Reports. The outstanding shares of capital stock of Investview have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding shares of capital stock of Investview were issued in violation of the preemptive or other similar rights of any securityholder of Investview which have not been waived. The Conversion Shares are duly authorized and reserved for issuance and, upon exchange of the Interests upon their redemption in accordance with their terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of Investview and will not impose personal liability upon the holder thereof.

(ii) There are no outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from Investview of any shares of its capital stock other than the rights of redemption of the Class B Units in exchange for Conversion Shares. No stock plan, stock purchase, stock option or other agreement or understanding between Investview and any holder of any equity securities or rights to purchase equity securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of (i) termination of employment or consulting services (whether actual or constructive); (ii) any merger, consolidated sale of stock or assets, change in control or any other transaction(s) by Investview; (iii) the transactions contemplated hereby; or (iv) the occurrence of any other event or combination of events.

(h) Validity. This Purchase Agreement has been duly authorized, executed and delivered by Investview and constitutes a valid and binding obligation of Investview, enforceable against it in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(i) Authorization; Enforcement. (A) Investview has all requisite corporate power and authority to enter into and perform this Purchase Agreement and to consummate the transactions contemplated hereby and thereby, to issue the Conversion Shares in accordance with the terms hereof and of the Operating Agreement, and (B) the execution and delivery of this Purchase Agreement by Investview and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance and reservation for issuance of the Conversion Shares) have been duly authorized by Investview’s Board of Directors and no further consent or authorization of Investview, its Board of Directors, or its shareholders is required, this Purchase Agreement has been duly executed and delivered by Investview by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Purchase Agreement and the other documents executed in connection herewith and bind Investview accordingly.

(j) Absence of Violations, Defaults and Conflicts. Neither Investview nor any of its subsidiaries is (A) in violation of its charter, bylaws or similar organizational document, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which Investview or any of its subsidiaries is a party or by which it or any of them may be bound or to which any of the properties or assets of Investview or any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in liability to Investview in excess of $50,000, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over Investview or any of its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, result in liability to Investview in excess of $50,000. The execution, delivery and performance of this Purchase Agreement and the consummation of the transactions contemplated herein (including the issuance and sale of the Conversion Shares) and compliance by Investview with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or result in the creation or imposition of, any lien, charge or encumbrance upon any properties or assets of Investview or any subsidiary pursuant to, the Agreements and Instruments, or require notice to or consent of any party to any agreement or commitment to which Investview is a party that has not been obtained, nor will such action result in any violation of (i) the provisions of the articles of incorporation, bylaws or similar organizational document of Investview or any of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity.

(k) Absence of Labor Dispute. No labor dispute with the employees of Investview or any of its subsidiaries exists or, to the knowledge of Investview, is imminent, and Investview is not aware of any existing or imminent labor disturbance by the employees of any of its or any subsidiary’s principal suppliers, manufacturers, customers or contractors, which, in either case, would result in a Material Adverse Effect.

(l) Absence of Proceedings. Except as set forth on Disclosure Schedule 5(l), there is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity now pending or, to the knowledge of Investview, threatened, against or affecting Investview or any of its subsidiaries, which would reasonably be expected to result in a liability in excess of $50,000, or which would reasonably be expected to adversely affect the consummation of the transactions contemplated in this Purchase Agreement or the performance by Investview of its obligations hereunder. The foregoing includes, without limitation, actions pending or, to Investview’s knowledge, threatened involving the prior employment of any of Investview’s employees, their use in connection with Investview’s business of any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers. Investview is not a party or, to its knowledge, subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality.

(m) Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity, and no notice under, or consent pursuant to, any Agreements and Instruments, is necessary or required for the performance by Investview of its obligations hereunder, in connection with the offering, issuance, or sale of the Securities hereunder or the consummation of the transactions contemplated by this Purchase Agreement, except such as have been already obtained.

(n) Possession of Licenses and Permits. Investview and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by Investview, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect. Investview and its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect. No Governmental License has expired, terminated or been suspended and no Governmental License will expire, terminate or be suspended within 90 days. Neither Investview nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

(o) Title to Property. Investview and its subsidiaries do not own any real property. Investview and its subsidiaries have title to all tangible personal property owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such restrictions and encumbrances as do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by Investview or any of its subsidiaries; and all of the leases and subleases material to the business of Investview and its subsidiaries, considered as one enterprise, and under which Investview or any of its subsidiaries holds properties, are in full force and effect, and neither Investview nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of Investview or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of Investview or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

(p) Intellectual Property. Investview and its subsidiaries own or possess the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or non-patentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse Effect.

(q) Investview IT Systems. Investview and its subsidiaries own or have a valid right to access and use all computer systems, networks, hardware, software, databases, websites, and equipment used to process, store, maintain and operate data, information, and functions used in connection with the business of Investview and its subsidiaries (the “Investview IT Systems”). The Investview IT Systems are adequate for, and operate and perform in all material respects as required in connection with, the operation of the business of Investview and its subsidiaries as currently conducted. Investview and its subsidiaries have implemented commercially reasonable backup, security and disaster recovery technology consistent in all material respects with applicable regulatory standards and customary industry practices.

(r) Cybersecurity. (A) There has been no security breach or other compromise of or relating to the Investview IT Systems; (B) Investview has not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any such security breach or other compromise of the Investview IT Systems; (C) Investview and its subsidiaries have implemented policies and procedures with respect to the Investview IT Systems that are reasonably consistent with industry standards and practices, or as required by applicable regulatory standards; and (D) Investview and its subsidiaries are presently in material compliance with all applicable laws or statutes, judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority and contractual obligations relating to the privacy and security of the Investview IT Systems and to the protection of the Investview IT Systems from unauthorized use, access, misappropriation or modification.

(s) Environmental Laws. Except as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) neither Investview nor any of its subsidiaries is in violation of any applicable federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) Investview and its subsidiaries have all permits, authorizations and approvals required for their operations under any applicable Environmental Laws and are each in compliance with their requirements, (C) there are no pending or, to the knowledge of Investview, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings relating to any Environmental Law against Investview or any of its subsidiaries and (D) to the knowledge of Investview, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting Investview or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws.

(t) Accounting Controls and Disclosure Controls. Except as set forth in Investview’s SEC Reports, Investview and its subsidiaries maintain effective internal control over financial reporting (as defined under Rule 13a-15 and 15d-15 under the 1934 Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since the end of Investview’s most recent audited fiscal year, there has been (1) no material weakness in Investview’s internal control over financial reporting (whether or not remediated) and (2) no change in Investview’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, Investview’s internal control over financial reporting.

(u) Compliance with the Sarbanes-Oxley Act. Investview is in compliance in all material respects with all provisions of the Sarbanes-Oxley Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof that are in effect and with which Investview is required to comply.

(v) Payment of Taxes. All United States federal income tax returns of Investview and its subsidiaries required by law to be filed have been filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided. No assessment in connection with United States federal tax returns has been made against Investview. Investview and its subsidiaries have filed all other tax returns that are required to have been filed by them or have timely requested extensions thereof pursuant to applicable foreign state, local or other law and have paid all taxes due pursuant to such returns or all taxes due and payable pursuant to any assessment received by Investview and its subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been established by Investview or its subsidiaries. The charges, accruals and reserves on the books of Investview in respect of any income and corporation tax liability for any years not finally determined have been determined in accordance with GAAP and are reasonably expected by Investview to be adequate to meet any assessments or reassessments for additional income tax for any years not finally determined.

(w) ERISA. (i) At no time in the past six years has Investview or any ERISA Affiliate maintained, sponsored, participated in, contributed to or had any liability or obligation in respect of any Employee Benefit Plan subject to Title IV of ERISA or Section 412 of the Code, any “multiemployer plan” as defined in Section 3(37) of ERISA or any multiple employer plan for which Investview or any ERISA Affiliate has incurred or could incur material liability under Section 4063 or 4064 of ERISA, (ii) no “welfare benefit plan” as defined in Section 3(1) of ERISA provides or promises, or at any time provided or promised, retiree health, or other post-termination benefits except to the extent such benefit is fully insured or as may be required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or similar state law and (iii) each Employee Benefit Plan is and has been operated in compliance with its terms and all applicable laws, including but not limited to ERISA and the Code. Each Employee Benefit Plan intended to be qualified under Code Section 401(a) has a favorable determination or opinion letter from the Internal Revenue Service upon which it can rely, and any such determination or opinion letter remains in effect and has not been revoked and no event has occurred and no facts or circumstances exist that could reasonably be expected to result in the loss of qualification or tax exemption of any such Employee Benefit Plan. With respect to each Foreign Benefit Plan, such Foreign Benefit Plan (1) if intended to qualify for special tax treatment, meets, in all material respects, the requirements for such treatment, and (2) if required to be funded, is funded to the extent required by applicable law. Investview does not have any obligations under any collective bargaining agreement with any union. As used in this Section 5(w), “Code” means the Internal Revenue Code of 1986, as amended; “Employee Benefit Plan” means any “employee benefit plan” within the meaning of Section 3(3) of ERISA, including, without limitation, all equity and equity-based, severance, employment, change-in-control, medical, disability, fringe benefit, bonus, incentive, deferred compensation, employee loan and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA, under which (x) any current or former employee, director, independent contractor or other service provider of Investview or its subsidiaries has any present or future right to benefits and which are contributed to, sponsored by or maintained by Investview or any of the Significant Subsidiaries or (y) Investview or any of the Significant Subsidiaries has had or has any present or future direct or contingent obligation or liability; “ERISA” means the Employee Retirement Income Security Act of 1974, as amended; “ERISA Affiliate” means any member of the company’s controlled group as determined pursuant to Code Section 414(b), (c), (m) or (o), with respect to any Person, each business or entity under “common control” with such Person within the meaning of Section 4001(a)(14) of ERISA; and “Foreign Benefit Plan” means any Employee Benefit Plan established, maintained or contributed to outside of the United States of America and which is not subject to United States law.

(x) Insurance. Investview and its subsidiaries carry or are entitled to the benefits of insurance, with what Investview reasonably believes to be financially sound and reputable insurers, in such amounts and covering such risks as is adequate for the conduct of their respective businesses and the value of their respective properties and assets, and all such insurance is in full force and effect. Investview has no reason to believe that it or any of its subsidiaries will not be able (A) to renew its existing insurance coverage as and when such policies expire or (B) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that is comparable to its existing cost.

(y) Investment Company Act. Investview is not required, and upon the issuance and sale of the Securities will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended.

(z) No Unlawful Payments. None of Investview, any of its subsidiaries or, to the knowledge of Investview, any director, officer, agent, employee, affiliate or other person acting on behalf of Investview or any of its subsidiaries has taken any action, directly or indirectly, that would result in a violation of any applicable anti-corruption laws, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) in violation of any applicable anti-corruption laws, and Investview and its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain policies and procedures designed to ensure continued compliance therewith.

(aa) Compliance with Anti-Money Laundering Laws. The operations of Investview and its subsidiaries are and have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Anti-Money Laundering Laws”); and no action, suit or proceeding by or before any Governmental Entity involving Investview or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of Investview, threatened.

(bb) No Conflicts with Sanctions Laws. None of Investview, any of its subsidiaries or, to the knowledge of Investview, any director, officer, agent, employee, affiliate or other person acting on behalf of Investview or any of its subsidiaries is an individual or entity (“Person”) currently the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is Investview or any of its subsidiaries located, organized or resident in a country or territory that is the subject of Sanctions; and Investview will not knowingly directly or indirectly use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiaries, joint venture partners or other Person, to fund any activities of or the business with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in violation by any Person of Sanctions.

(cc) Private Placement. Neither Investview nor its subsidiaries, nor any person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security under any circumstances that would require registration under the 1933 Act of the Securities being sold pursuant to this Purchase Agreement. Assuming the accuracy of the representations and warranties of Purchaser contained in Section 6 hereof, the issuance of the Securities, including the issuance of the Conversion Shares, is exempt from registration under the 1933 Act.

(dd) Transactions with Affiliates. Neither Investview nor any of its subsidiaries is a party to any agreement, written or oral, to sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its employees, officers, directors, former employees, officers or directors, or affiliates, except in the ordinary course of business at prices and on terms and conditions not less favorable to Investview or such subsidiary than could be obtained on an arm’s-length basis from unrelated third parties and which has been disclosed in writing to the Purchaser. Neither Investview nor any of its subsidiaries has liability or obligation, absolute or contingent, including without limitation any indebtedness, to any of its employees, officers, directors, former employees, officers or directors, or affiliates, except (i) current employee compensation payable in the ordinary course for amounts which have not accrued more than 30 days or as disclosed in writing to the Purchaser.

6. Representations and Warranties of Purchaser. By executing this Purchase Agreement, Purchaser hereby represents and warrants to the Subsidiary and the Company as follows:

(a) Organization and Standing. Purchaser is a limited liability company duly formed, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania.

(b) Assets; Liabilities. Purchaser has good and valid title to, or a valid leasehold interest in, all of the Assets, free and clear of any liens, charges, pledges, security interests or other encumbrances, and the Purchaser is free to transfer good and marketable title to the Assets in connection with the Closing. The Assets constitute all of the assets, rights, properties and equity interests of other entities that are required, necessary and sufficient to carry on, or otherwise associated with, the business of the Purchaser as it is currently being conducted by the Purchaser and as it was conducted by Purchaser prior to the Closing. The Liabilities do not include any indebtedness for borrowed money, liabilities or obligations unrelated to the Assets and the operation of the business related thereto, or any liabilities or obligations owed to parties that are an officer, director, manager, employee, member, shareholder or otherwise affiliated with or related to Purchaser, and any such indebtedness, liabilities or obligations have been satisfied or assumed by Purchaser (or will otherwise remain indebtedness, liabilities or obligations of Purchaser and not be assumed by the Subsidiary) prior to the Closing Date.

(c) Intellectual Property. As of immediately prior to the Closing, Purchaser solely and exclusively owns all right, title and interest in and to the Core Jointly Owned IP, and has a valid and continuing right to sell, license and use (as the case may be) all Core Jointly Owned IP, in each case free and clear of any liens and without any known conflict with, or infringement of, the rights of others, including prior employees or consultants.

(d) Authorization; Enforcement. (A) Purchaser has all requisite limited liability company power and authority to enter into and perform this Purchase Agreement and to consummate the transactions contemplated hereby, and (B) the execution and delivery of this Purchase Agreement by Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by Purchaser’s board of managers and no further consent or authorization is required, this Purchase Agreement has been duly executed and delivered by Purchaser by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Purchase Agreement and the other documents executed in connection herewith and bind Purchaser accordingly.

(e) Validity. This Purchase Agreement has been duly authorized, executed and delivered by Purchaser and constitutes a valid and binding obligation of Purchaser, enforceable against it in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(f) Investment Representations. Purchaser understands that the Securities have not been registered under the Securities Act. Purchaser also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser’s representations contained in this Purchase Agreement.

(g) Purchaser Bears Economic Risk. Purchaser has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. Purchaser must bear the economic risk of this investment indefinitely unless the Securities are registered pursuant to the Securities Act or an exemption from registration is available. Purchaser acknowledges that Purchaser is able to bear the economic risk of losing Purchaser’s entire investment in the Securities. Purchaser understands that the Company has no present intention of registering the Securities or its Interests; provided, however, that the Conversion Shares are subject to registration pursuant to the Registration Rights Agreement. Purchaser also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Purchaser to transfer all or any portion of the Securities under the circumstances, in the amounts or at the times Purchaser might propose. Purchaser also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities, including, but not limited to, those described on Appendix A hereto.

(h) Acquisition for Own Account. Purchaser is acquiring the Securities for Purchaser’s own account for investment only and not with a view towards their distribution.

(i) Purchaser Can Protect Its Interest. Purchaser represents that by reason of its or its management’s business or financial experience, Purchaser has the capacity to protect its own interests in connection with the transactions contemplated in this Purchase Agreement and other agreements required hereunder. Further, Purchaser is aware of no publication of any advertisement in connection with the transactions contemplated in this Purchase Agreement.

(j) Accredited Investor. Purchaser represents that it is an “accredited investor” within the meaning of Regulation D under the Securities Act.

(k) Company Information. Purchaser has received and read a summary of the Company’s business and has had an opportunity to discuss the Company’s business, management and financial affairs with directors, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. Purchaser has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment.

(l) Domicile. Purchaser maintains Purchaser’s domicile (and is not a transient or temporary resident) at the address set forth in Section 11.

(m) Bad Actor. Neither Purchaser, nor any “Covered Person” related to the Purchaser, is a “Bad Actor” under Rule 506(d) of Regulation D of the Rules and Regulations promulgated under the Securities Act.

(n) Rule 144. Purchaser acknowledges and agrees that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser has been advised of or is aware of the provisions of Rule 144 promulgated under the Securities Act as in effect from time to time, which permits limited resale of interests purchased in a private placement subject to the satisfaction of certain conditions, including, among other things: the availability of certain current public information about the Company, the resale occurring following the required holding period under Rule 144 and the number of interests being sold during any three month period not exceeding specified limitations.

(o) No Brokerage Fees. There are no claims for brokerage commission, finders’ fees or similar compensation in connection with the transactions contemplated by this Purchase Agreement or related documents based on any arrangement or agreement binding upon Purchaser. The undersigned will indemnify and hold the Company harmless against any liability, loss or expense (including, without limitation, reasonable attorney’s fees and out-of-pocket expenses) arising in connection with any such claim caused by or resulting from any action or omission by Purchaser in violation of this Section 6(o).

7. Covenants.

(a) Conduct of Business.

(i) From and after the date of this Purchase Agreement and through the Closing Date, the Purchaser shall, except as expressly contemplated by this Purchase Agreement or as required by applicable law (A) maintain the Core Jointly Owned IP in the ordinary course of business consistent with past practice, (B) conduct the business of the Purchaser in the ordinary course of business consistent with past practice, (C) use its best efforts to preserve substantially intact the Purchaser’s business organization, to keep available the services of the Purchaser’s current officers and employees, to preserve the Purchaser’s present relationships with customers, suppliers, distributors, licensors, licensees and other Persons having business relationships with it; and (D) confer with the Subsidiary to keep the Subsidiary informed with respect to the operational matters and to report the general status of the ongoing operations of the business.

(ii) From and after the date of this Purchase Agreement, Purchaser shall provide to the Subsidiary the benefit of the operations of Purchaser’s business, including paying over to the Subsidiary all revenue received by Purchaser with respect thereto, in exchange for which the Subsidiary shall be responsible for all obligations of the operations of Purchaser’s business, including paying all liabilities of Purchaser when due or, if not so paid, reimbursing Purchaser for the amount of any liabilities of Purchaser paid by Purchaser within five business days thereof, in each case other than Excluded Liabilities (as defined below). In furtherance of the foregoing, from and after the date of this Purchase Agreement, Purchaser and the Subsidiary shall use their commercially reasonable efforts to obtain any consents required to assign from Purchaser to the Subsidiary any contract or agreement included in the Assets (an “Assigned Contract”). If any such consent is not obtained prior to the Closing Date, such Assigned Contract shall not be included in the Assets until such consent is obtained, during which period Purchaser shall continue to provide to the Subsidiary the benefit of the Assigned Contract, including paying over to the Subsidiary all revenue received by Purchaser with respect thereto, in exchange for which the Subsidiary shall be responsible for all obligations of the Assigned Contract, including paying all liabilities of Purchaser when due or, if not so paid, reimbursing Purchaser for the amount of any liabilities of Purchaser paid by Purchaser within five business days thereof.

(iii) To the extent that there is any indebtedness, liability or obligation of Purchaser as of the date hereof or as of the Closing Date that is (i) not ordinary course operating liabilities of the business of the Purchaser conveyed pursuant hereto, (ii) indebtedness for borrowed money, (iii) liabilities or obligations unrelated to the Assets and the operation of the business related thereto or (iv) liabilities or obligations owed to parties that are an officer, director, manager, employee, member, shareholder or otherwise affiliated with or related to Purchaser (collectively, “Excluded Liabilities”), in each case such Excluded Liabilities shall, prior to the Closing Date, be either satisfied or assumed by Purchaser (or will otherwise remain indebtedness, liabilities or obligations of Purchaser and not be assumed by the Subsidiary), and Purchaser shall indemnify the Company and Investview for any and all Excluded Liabilities not so satisfied or assumed.

(b) Covenant as to Use of Jointly Owned IP. Purchaser hereby covenants and agrees that, from the Closing Date until a Reversionary Event of the Subsidiary, Purchaser shall only use the Jointly Owned IP for itself and the personal use of any of its owner(s), and for the purpose of, and in order to manage, operate and provide the following: (i) non-financial brokerage services; (ii) non-brokerage related custom software development services provided to third parties outside of the financial services industry; (iii) non-brokerage related algorithmic trading strategy custom software development services provided to third parties; (iv) non-brokerage internal and external proprietary trading provided to third parties; (v) non-brokerage related private managed money services provided to third parties; and (vi) algorithmic trading strategy custom software development services provided to third parties (collectively the “Limited IP Uses”). For the avoidance of doubt, from and after the date of any Reversionary Event of the Subsidiary, the foregoing restrictions on the use of the Jointly Owned IP shall terminate, there will be no restrictions on Purchaser’s use of the Jointly Owned IP, and the Purchaser shall not be limited to the Limited IP Uses. In addition to the foregoing, in the event such Reversionary Event of the Subsidiary is a result of the occurrence of a failure or breach set forth in Section 2(j)(i)(C), and such failure or breach continues for more than 90 days, the Purchaser shall have the right, in its sole discretion, to terminate this Purchase Agreement, in which case: (i) the Purchaser’s assignment of an undivided, jointly owned interest in and to the Jointly Owned IP shall be revoked; (ii) the Subsidiary’s rights in any Jointly Owned IP, or for any profits derived therefrom, shall terminate; (iii) the Subsidiary shall assign all of its rights in and to the Jointly Owned IP to the Purchaser and shall execute all documents requested by the Purchaser in connection therewith; (iv) the Subsidiary shall suspend all activities involving any Jointly Owned IP; and (v) the Purchaser shall surrender its Interests in the Company and any Conversion Shares issued to the Purchaser upon exchange of the Interests.

8. Indemnification. Each of Investview, the Company and the Subsidiary, on the one hand, and Purchaser, on the other hand, agrees to indemnify, defend and hold harmless the other Party and its affiliates and its and their respective officers, directors, employees, representatives and agents from any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) based upon or in connection with any action or claim by a third party arising out of this Purchase Agreement caused by or resulting from such indemnifying Party’s actions or omissions, including such indemnifying Party’s use of the Jointly Owned IP. Such indemnifying Party shall solely conduct the defense of any such claim or action and all negotiations for its settlement or compromise; provided, however, that (i) no settlement or compromise shall be entered into or agreed to without the other Party’s prior approval, and (ii) the other Party has the right to participate, at its own expense, (which includes hiring of its own attorneys and the indemnifying Party and its attorneys shall fully cooperate with the indemnified Party and its attorneys) in the defense and/or settlement of any such claim or action in order to protect its own interests.

9. Legend. The certificates representing Interests, if any, when transferred to Purchaser, shall bear the following legend, together with any legend required by state law:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF AN AMENDED AND RESTATED OPERATING AGREEMENT, AS AMENDED AND/OR RESTATED TO DATE, AND NO TRANSFER OF SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN SATISFIED. COPIES OF SUCH AGREEMENTS MAY BE EXAMINED AT THE PRINCIPAL OFFICE OF THE COMPANY.

10. Governing Law; Jurisdiction. This Purchase Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to its conflicts of law principles.

PURCHASER AND THE COMPANY CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE STATE OF DELAWARE AND NO OTHER PLACE AND IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS PURCHASE AGREEMENT MAY BE LITIGATED IN SUCH COURTS. PURCHASER AND THE COMPANY ACCEPT FOR ITSELF AND HIMSELF AND IN CONNECTION WITH ITS AND HIS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS PURCHASE AGREEMENT. PURCHASER AND THE COMPANY FURTHER IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN THE MANNER AND TO THE ADDRESS SPECIFIED IN SECTION 11 OF THIS PURCHASE AGREEMENT.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS PURCHASE AGREEMENT OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF, EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY. EACH OF THE PARTIES HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS PURCHASE AGREEMENT. IN THE EVENT OF LITIGATION, THIS PURCHASE AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

11. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given pursuant to this Purchase Agreement shall be in writing and shall be delivered (a) in hand by person with written receipt of the person to whom such notice is intended; (b) by registered or certified mail, postage prepaid, return receipt requested; or (c) by a generally recognized commercial courier service or overnight delivery service, (Federal Express or UPS), for next business day delivery, postage prepaid, with delivery receipt requested. All notices sent in accordance with this Section 11 shall be deemed “Delivered” unless otherwise specified herein, the same day if delivered by hand in person with receipt and signature of the intended recipient or by an authorized officer of the intended recipient; if by registered or certified mail, three (3) business days after the same is deposited in the U.S. Mail; or if sent by a commercial courier service or overnight delivery service for next business day delivery, one (1) business day after payment and deposit with the courier service with receipt of mailing. All communications shall be sent to the respective Parties at their addresses as follows:

If to Investview, Inc., or

Investview Financial Group Holdings, LLC, or

Investview MTS, LLC:

234 Industrial Way West

Suite A202

Eatontown, NJ 07724

Attn: Joseph Cammarata, CEO

Attn: Annette Raynor, COO

With a copy to:

SSA Technologies LLC

109 White Oak Lane

Suite 200

Old Bridge, NJ 08857

Attn: Joseph Cammarata, CEO

Michael Best & Friedrich, LLP

170 South Main Street, Suite 1000

Salt Lake City, UT 84101

Attention: Kevin Timken

If to Purchaser:

MPower Trading Systems LLC

1645 Kecks Road

Breinigsville, PA 18031

Attn: David B. Rothrock, Chairman

With a copy to:

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, Pennsylvania 19103-2921

Attn: Michael J. Pedrick, Esq.

Fox Rothschild LLP

2000 Market Street, 20^th floor

Philadelphia, PA 19103

Attn: Stephen M. Cohen, Esq.

or to such other address as may be specified by a Party, by written notice given in accordance with this Section 11.

12. Fees and Expenses. Investview shall bear all legal fees and other out-of-pocket expenses in connection with the Purchase, including the Audit, all expenses to be paid by Investview pursuant to Section 3(b)(iv) and all expenses incurred in connection with the preparation and negotiation of all documents to effect the Purchase and the other transactions contemplated hereby. The Parties acknowledge that all such legal fees and other out-of-pocket expenses have to date been advanced and paid by DBR Capital LLC (“DBR Capital”) on behalf of the Parties. Investview acknowledges it shall make the following payments as reimbursement of such out-of-pocket expenses as follows: (i) $45,000 to be paid to DBR Capital within fifteen (15) days of the execution of this Purchase Agreement; (ii) the balance of any additional legal fees in excess of $90,000 in the aggregate to be paid on DBR Capital’s behalf directly to Morgan, Lewis & Bockius LLP and Fox Rothschild LLP within fifteen (15) days of the Closing or termination of this Purchase Agreement; and (iii) all expenses otherwise paid by DBR Capital or an affiliate thereof that are to be borne by Investview pursuant to the first sentence of this Section 12 not otherwise included in clauses (i) and (ii), to be paid to DBR Capital within fifteen (15) days of the Closing or termination of this Purchase Agreement. Other than as set forth in this Section 12, each Party acknowledges, agrees and confirms that each Party shall bear its own legal fees and other out-of-pocket expenses for such Party’s own separate review and negotiation with respect to its rights and obligations with regards to the transactions contemplated hereby.

13. Ratification of Existing Agreements. Reference is made to each of (i) the Investor Rights Agreement, dated as of April 27, 2020, as amended by the First Amendment to Investor Rights Agreement dated November 9, 2020 (as so amended, the “Investor Rights Agreement”), between Investview and DBR Capital and (ii) the Voting Rights Agreement, dated as of April 27, 2020, as amended by the First Amendment to Voting Agreement dated November 9, 2020 (as amended, the “Voting Agreement”), among Investview, DBR Capital and certain stockholders of Investview. Investview hereby ratifies and reaffirms that each of the Investor Rights Agreement and the Voting Agreement are in full force and effect and no conditions remain to be satisfied or are continuing for the DBR Capital’s full ability to exercise all rights thereunder, other than the condition under Section 1.2 of the Voting Agreement that DBR Capital or its Affiliates (as defined therein) continue to own beneficially the Convertible Note (as defined therein) or any other securities of the Company.

14. Miscellaneous.

(a) All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require.

(b) None of the provisions of this Purchase Agreement may be waived, modified, amended, deleted, changed or terminated orally or otherwise, except by a writing signed by the Subsidiary, the Company, Investview and Purchaser.

(c) In the event any provision of this Purchase Agreement is found to be void, invalid, illegal or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void, invalid, illegal or unenforceable provision were never the subject of this Purchase Agreement.

(d) The invalidity, illegality or unenforceability of one or more of the provisions of this Purchase Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Purchase Agreement in such jurisdiction or the validity, legality or enforceability of this Purchase Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the Parties hereunder shall be enforceable to the fullest extent permitted by law.

(e) This Purchase Agreement supersedes all prior discussions and agreements between the Parties with respect to the subject matter hereof and contains the sole and entire agreement between the Parties hereto with respect to the subject matter hereof.

(f) The headings used in this Purchase Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

(g) This Purchase Agreement may be executed in any number of counterparts and by different Parties hereto in separate counterparts, with the same effect as if all Parties had signed the same document. All such counterparts (including counterparts delivered by facsimile, email or other electronic format) shall be deemed an original, shall be construed together and shall constitute one and the same instrument. This Purchase Agreement shall become effective when each Party hereto shall have received counterparts hereof signed by all of the other Parties hereto.

(h) No failure or delay by any party in exercising any right, power or privilege under this Purchase Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

(i) Any provision of this Purchase Agreement which, either by its terms or to give effect to its meaning, must survive, shall survive the cancellation, expiration or termination of this Purchase Agreement.

(j) All the terms and provisions of this Purchase Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective Parties hereto, the successors and permitted assigns of the Purchaser and the successors of the Company, whether so expressed or not. None of the Parties hereto may assign its rights or obligations hereof without the prior written consent of the other Parties, except that the Purchaser may, without the prior consent of the other Parties, assign its rights to any trust or entity owned by Purchaser and/or Purchaser’s successors and assigns for estate planning purposes, to DBR Capital LLC, to any of Purchaser’s other members in connection with the winding down of Purchaser or any of their respective affiliates. This Purchase Agreement shall not inure to the benefit of or be enforceable by any other third-party person or entity.

(k) At any time or from time to time after the date hereof, the Parties agree to cooperate with each other, and at the request of any other Party, and without any additional consideration, the Parties agree to provide further information or assurances; execute and deliver such additional agreements, documents and instruments; and take such other actions and do such other things, as may be necessary or appropriate to carry out the terms and provisions of this Purchase Agreement, the intent of the Parties and give effect to the transactions contemplated hereby.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement to be duly executed as of the date first set forth above.

[Signature Page to Securities Purchase Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement to be duly executed as of the date first set forth above.

[Signature Page to Securities Purchase Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement to be duly executed as of the date first set forth above.

[Signature Page to Securities Purchase Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement to be duly executed as of the date first set forth above.

[Signature Page to Securities Purchase Agreement]

SCHEDULE A

Jointly Owned IP

“Core Jointly Owned IP” means all software, including source code and object code of the operational commercial ready front-end and middle-office proprietary Prodigio SMART (Signal Management Automated Real-time Robotic Trading system) Trading Platform software, including all patents, know-how and other intellectual property necessary, useful and/or used in such software.

“Jointly Owned Licenses” means, to the extent assignable, all licenses under which Purchaser has rights to use third-party software or intellectual property in the use of the Core Jointly Owned IP.

“Subsidiary Modifications” mean any and all updates, upgrades, modifications, alterations, changes and improvements to the Jointly Owned IP made by the Subsidiary whether now already in existence or made in the future.

“Jointly Owned IP” means, collectively, the Core Jointly Owned IP, Jointly Owned Licenses, and the Subsidiary Modifications.

APPENDIX A

RISK FACTORS

AN INVESTMENT IN THE INTERESTS INVOLVES A HIGH DEGREE OF RISK; EACH OF THE COMPANY AND INVESTVIEW IS A START-UP VENTURE WITH LITTLE OR NO ASSETS, REVENUES OR OPERATIONS; THERE ARE OR MAY BE COMPETITIVE PRODUCTS AND SERVICES IN THE MARKETPLACE FOR EACH OF THE COMPANY’S AND INVESTVIEW’S PRODUCTS AND SERVICES; EACH OF THE COMPANY AND INVESTVIEW MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES AND/OR MEET ITS EXPENSES AND THE UNITS MAY NEVER HAVE ANY VALUE. AMONG OTHER RISKS, PURCHASER SHOULD CONSIDER THE FOLLOWING, IN ADDITION TO ALL OF THE RISK FACTORS INCLUDED IN INVESTVIEW’S 10-K FOR THE FISCAL YEAR ENDED MARCH 31, 2020, AND IN THE 10-QS FOR THE QUARTERS ENDED JUNE 30, 2020, SEPTEMBER 30, 2020, AND DECEMBER 31, 2020:

(a) Development Stage of Company and Investview; Uncertainty of Future Revenues. Each of the Company and Investview is a development stage company and has a limited operating history. As a development stage company, the business of each of the Company and Investview is subject to the problems, expenses, difficulties, complications and delays normally associated with business ventures in the development stage, which historically have a high failure rate, and there can be no assurance that each of the Company and Investview will be viable or profitable in the future. The purchase of the Interests, as any investment in any development stage company, involves a high degree of risk, including, but not limited to, the substantial risk of loss of Purchaser’s entire investment in each of the Company and Investview.

(b) Lack of Liquidity. A purchase of the Interests should be considered a long-term investment. There is no public market for the Interests, nor is one expected to develop as a result of this Purchase. Purchaser must be prepared to hold the Interests indefinitely and should not expect to be able to liquidate this investment even in an emergency or for any other reason.

(c) Unproven Market Acceptance. Although each of the Company and Investview believes there is a need for the products and services proposed to be offered by each of the Company and Investview, its management is unable to guarantee (i) the level of market acceptance the products and services will achieve and (ii) the number of customers willing to pay for each of the Company’s and Investview’s products and services.

(d) Need for Additional Funds; Future Dilution. Each of the Company and Investview may, and will likely, require additional rounds of financing in order to bring the its products and services to market. Each of the Company’s and Investview’s capital requirements will depend upon numerous factors, including the success of their respective development plans, marketing and sales efforts. To the extent that the funds generated by this offering together with existing resources and any future earnings or credit facilities are insufficient to fund the each of the Company’s and Investview’s respective activities, each of the Company and Investview may adversely affect the current members by diluting the their interests in each of the Company and Investview. No assurance can be given that additional financing will be available or that, if available, it will be obtained on terms favorable to each of the Company and Investview. If adequate funds are not available, each of the Company and Investview may have to reduce developing, manufacturing and marketing activities and services, which could have a material adverse effect on the Company’s and/or Investview’s business, or discontinue operations entirely.

(e) No Distributions. To date, neither the Company nor Investview has made any distributions to its members and no assurance exists or can be given that either the Company or Investview will make any distributions in the foreseeable future. Each of the Company and Investview currently intends to retain future earnings for use in its business and, therefore, does not anticipate making any distributions in the foreseeable future. Future distributions, if any, will depend, among other things, on each of the Company’s and Investview’s respective results of operations, capital requirements and financial condition and on such other factors as the Company’s sole member may, in its discretion, consider relevant.

(f) Projections. Any financial projections of the Company or Investview and projections relating to the future market for the Company’s or Investview’s potential products provided to Purchaser are based upon current assumptions as to future events and conditions which each of the Company and Investview believes to be reasonable as of the date thereof, but which are inherently uncertain and unpredictable. The projections have been prepared by the officers respective of the Company and Investview and no independent expert rendered on opinion as to the reasonableness of the projections or the assumption on which they are based. The assumptions may prove to be incomplete or incorrect and unanticipated events and circumstances may occur. Because of such uncertainties, and the other risks outlined herein, the actual results of each of the Company’s and Investview’s future operations can be expected to be different from those projected, and such difference may be material and adverse. Potential investors should consider the projections in light of the underlying assumptions, reach their own conclusions as to the reasonableness of those assumptions and evaluate the projections on the basis of that analysis.

(g) Determination of Purchase Price. There have been no professional opinions concerning the value of a membership interest in each of the Company and Investview, the value of the assets of each of the Company and Investview, the net worth of each of the Company and Investview or the projected financial information of each of the Company and Investview. The purchase price for the Interests and Consideration has been arbitrarily determined by each of the Company and Investview. The purchase price for the Interests is not necessarily indicative of their value. It is entirely possible that the Interests, if transferable, could not be resold for the purchase price, or for any other amount.

EXHIBIT A

Operating Agreement

(see attached)

EXHIBIT B

Capitalization Table

(see attached)

Exhibit 10.83

WORKING CAPITAL PROMISSORY NOTE

FOR VALUE RECEIVED, Investview, Inc., a Nevada corporation (the “Maker”) promises to pay to SSA Technologies LLC, a New Jersey limited liability company (the “Payee” and together with the Maker, the “Parties”) the lesser of principal sum of One Million Five Hundred Thousand Dollars ($1,500,000) or such amount as may be outstanding hereunder in lawful money of the United States of America, together with interest on the unpaid principal balance, all on the terms and conditions described below (the “Note”).

BACKGROUND

A. This Note evidences a total commitment by the Payee to the Maker to make advances hereunder in the maximum aggregate principal amount of $1,500,000.

B. The Maker has agreed to execute this Note to evidence its duty and obligation to repay the loaned funds to the Payee on the terms and conditions described below.

1. Interest Rate. Interest shall accrue on the unpaid principal balance of this Note at a fixed rate equal to 0.11% per annum. The interest rate provided in this Note shall apply to the indebtedness evidenced by the Note before, on and after the date on which the Payee enters judgment on this Note.

2. Principal and Interest. The outstanding principal balance of this Note, together with interest at the rate set forth in Section 1, shall be due and payable on or before 11:59pm EST, January 31, 2022 (“Term”).

3. Use of Proceeds. The loaned funds shall be utilized by the Maker solely to fund the working capital needs of its subsidiary Investview Financial Group Holdings LLC.

4. Procedure for Drawing Funds. Payee shall make monthly advances to Maker in the amount of $150,000, with the first such advance to be no later than the third business day following the date hereof, and each future monthly advance to be made on the first business day of each month commencing April 1, 2021 and continuing through December 1, 2021. Advances will be made by wire transfer into an account designated by Maker.

5. Prepayments. The Maker may prepay the principal balance of this Note at any time and from time to time, in whole or in part, without premium or penalty.

6. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorneys’ fees, then to accrued but unpaid interest and then to the reduction of the unpaid principal balance of this Note.

7. Security. The obligations of Maker hereunder are secured pursuant to the terms of the Pledge Agreement, dated as of the date hereof, between Maker and Payee (the “Pledge Agreement”).

8. Events of Default. Any of the following events shall constitute an “Event of Default” under this Note:

(a) Any failure to pay any installment of principal, interest or any other sums under this Note when due.

(b) Any failure to perform or comply with, or any other violation of, any other provision of this Note or the Pledge Agreement which is not cured within twenty (20) days after Payee gives notice of such failure to Maker or such longer period as may be necessary to cure the default, so long as the Maker begins to cure the default within the twenty (20) day period and thereafter proceeds, diligently and in good faith, to cure the default until it is fully cured.

(c) The commencement by Maker of a voluntary case under the federal bankruptcy laws as now constituted or hereafter amended, or any other applicable federal of state bankruptcy, insolvency, reorganization, rehabilitation, or other similar law, where the consent by Maker to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator of Maker or for any substantial part of their property, or making by Maker of any assignment for the benefit of creditors or the failure of Maker generally to pay its debts as such debts become due or the taking of any action by Maker in furtherance of any of the foregoing.

(d) The entry of a decree or order for relief by a Court having jurisdiction in respect to Maker in any involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable or federal state bankruptcy, insolvency, or other similar law, or the appointment of receiver, liquidator, assignee, trustee, custodian, sequestrator or Maker or for any substantial part of his property, or ordering the winding up or liquidation of its affairs and the continuance of any such decree unstayed and in effect for a period of ninety (90) consecutive days.

(e) The dissolution of the Maker.

9. Remedies. Upon the occurrence of an event which could constitute an Event of Default hereunder:

(a) Payee may terminate its commitment to provide further advances hereunder and declare the Note to be due and payable, where upon the unpaid balance of principal, all accrued interest and all other sums due under this Note shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein to the contrary notwithstanding.

(b) Whether or not the entire unpaid principal balance is declared to be due, the interest rate on the unpaid principal balance shall be the then applicable rate provided in this Note plus 2% from the date on which the Event of Default occurs until the date on which all defaults are cured or the entire unpaid principal balance and all other sums due under this Note are actually received by Payee.

(c) Exercise any other right or remedy as may be provided in this Note, the Pledge Agreement or provided at law or in equity.

(d) The remedies of the Payee shall be cumulative and concurrent, and may be pursued singly, successively, or together, at its sole discretion, and may be exercised as often as the occasion therefore shall occur; and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof.

10. Waivers. Maker hereby waives presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to this Note, and Maker hereby waives and releases Payee and Payee’s attorneys from all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note.

11. Binding Effect. This Note shall be binding upon Maker and its successors and assigns and shall inure to the benefit of and be enforceable by Payee and its successors and assigns.

12. Notice. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given pursuant to this Note shall be in writing and shall be delivered (a) in hand by person with written receipt of the person to whom such notice is intended; (b) by registered or certified mail, postage prepaid, return receipt requested; or (c) by a generally recognized commercial courier service or overnight delivery service, (Federal Express or UPS), for next business day delivery, postage prepaid, with delivery receipt requested. All notices sent in accordance with this Section 12 shall be deemed “Delivered” unless otherwise specified herein, the same day if delivered by hand in person with receipt and signature of the intended recipient or by an authorized officer of the intended recipient; if by registered or certified mail, three (3) business days after the same is deposited in the U.S. Mail; or if sent by a commercial courier service or overnight delivery service for next business day delivery, one (1) business day after payment and deposit with the courier service with receipt of mailing. All communications shall be sent to the respective Parties at their addresses as follows:

or to such other address as may be specified by a Party, by written notice given in accordance with this Section 12.

13. Severability. The invalidity, illegality or unenforceability of one or more of the provisions of this Note in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Note in such jurisdiction or the validity, legality or enforceability of this Note, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the Parties hereunder shall be enforceable to the fullest extent permitted by law.

14. Costs and Attorney’s Fees. In any action under this Note, Payee may recover all costs of suit and other expenses paid or incurred by Payee in connection with the action, including the cost of reasonable attorney’s fees.

15. Headings. The headings used in this Note have been inserted for convenience of reference only and do not define or limit the provisions hereof.

16. Counterparts. This Note may be executed in any number of counterparts and by different Parties hereto in separate counterparts, with the same effect as if all Parties had signed the same document. All such counterparts (including counterparts delivered by facsimile, email or other electronic format) shall be deemed an original, shall be construed together and shall constitute one and the same instrument. This Note shall become effective when each Party hereto shall have received counterparts hereof signed by all of the other Parties hereto.

17. Governing Law. This Note shall be governed and construed in accordance with the laws of the State of Delaware without regard to its conflicts of law principles.

MAKER AND PAYEE CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE STATE OF DELAWARE AND NO OTHER PLACE AND IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS NOTE MAY BE LITIGATED IN SUCH COURTS. MAKER AND PAYEE ACCEPT FOR ITSELF AND HIMSELF AND IN CONNECTION WITH ITS AND HIS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS NOTE. MAKER AND PAYEE FURTHER IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN THE MANNER AND TO THE ADDRESS SPECIFIED IN SECTION 12 OF THIS NOTE.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS NOTE OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF, EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY. EACH OF THE PARTIES HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS NOTE. IN THE EVENT OF LITIGATION, THIS NOTE MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

[Signature Page Follows]

IN WITNESS WHEREOF, the Maker has caused this Note to be duly executed and delivered as of the day and year first above written.

Signature Page to Promissory Note

Exhibit 10.84

PLEDGE AGREEMENT

This Pledge Agreement (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), dated as of March 22, 2021, is by and between INVESTVIEW INC, a Nevada corporation (“Pledgor”), and SSA Technologies LLC, a New Jersey limited liability company, (together with its successors and assigns, “Pledgee”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Promissory Note (as defined below).

R E C I T A L S

A. WHEREAS, the Pledgee has agreed to advance to the Pledgor up to $1,500,000 as provided in that certain Promissory Note dated as of the date hereof (the “Promissory Note”) between the Pledgor and the Pledgee, and the Pledgor has agreed to pledge and assign to the Pledgee, as collateral for the obligations of the Pledgor under the Promissory Note and all other Indebtedness (as defined below), 12,000,000 shares of the Common Stock of Pledgor (the “Pledged Equity”), and if there shall be an Event of Default under the Promissory Note, to forfeit such Pledged Equity.

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1 SECURITY FOR OBLIGATIONS, ETC. This Agreement is for the benefit of Pledgee to secure the prompt and complete payment and performance of all of the liabilities of Pledgor, when due or declared due, each in accordance with the terms of the Promissory Note (collectively, the “Secured Obligations”).

2 PLEDGE OF COLLATERAL.

2.1 Pledge. The Pledgor hereby pledges, assigns and grants a security interest in the Collateral to the Pledgee, as security for all indebtedness and obligations evidenced by the Promissory Note and for all substitutions, amendments, replacements, renewals and exchanges therefor (the “Indebtedness”). As used herein, the “Collateral” means the Pledged Equity, all money or other property paid or distributed upon or with respect to the Pledged Equity, including payment of proceeds from the sale, liquidation, repurchase or other disposition thereof, and all amounts (if any) withdrawn by Pledgor from Pledgor’s capital account with the Pledgee, together with all income, dividends, interest and distributions thereon, increases therein, substitutions and exchanges therefor, and proceeds thereof. If any of the Collateral is evidenced by certificates, Pledgor shall promptly deliver such certificates to Pledgee accompanied by proper assignments separate from certificates in form and substance reasonably acceptable to Pledgee, duly executed in blank by Pledgor. Pledgor shall and hereby does permit Pledgee to file UCC Financing Statements naming Pledgor as debtor and Pledgee as secured party with respect to the Collateral in any jurisdiction reasonably required by Pledgee (including with any applicable secretary of state’s office or other applicable recording office), in form and substance satisfactory to Pledgee, and without the requirement of Pledgor’s signature.

2.2 Certificated Collateral. In addition to anything contained in Section 2.1 hereof, if any Collateral consisting of securities is not certificated or becomes an uncertificated security, Pledgor shall promptly notify Pledgee thereof and shall promptly take all actions required at any time upon Pledgee’s request to perfect the security interest and pledge in favor of Pledgee under applicable law (including, in any event, delivery of physical possession of all certificates to Pledgee (if applicable), and take any other action required or appropriate under this Agreement or the Uniform Commercial Code as in effect in the State of Delaware or equivalent provisions of any other applicable jurisdiction (the “UCC”)). Pledgor further agrees to promptly take such actions as Pledgee deems necessary or desirable to effectuate the foregoing and to permit Pledgee to exercise any of its rights and remedies hereunder.

3 VOTING, ETC. Unless and until an Event of Default occurs, Pledgor shall be entitled to vote, if applicable, and exercise any voting or other consensual rights (or managerial rights, if applicable) pertaining to any and all of the Collateral; provided, however, that no vote shall be cast or any action taken by Pledgor which would violate any of the terms of this Agreement or the Promissory Note or any other instrument or agreement relating to the Secured Obligations, or which would have the effect of impairing the positions or security interests of the Pledgee in the Collateral or which would effect actions prohibited under the terms of the Promissory Note. All such rights of Pledgor to vote shall cease if an Event of Default occurs and such an Event of Default is not waived the Pledgee.

4 PAYMENTS AND OTHER DISTRIBUTIONS. Notwithstanding anything herein to the contrary, unless and until an Event of Default occurs, all cash dividends or distributions payable in respect of the Collateral shall be paid to the Pledgor; provided, however if an Event of Default occurs and unless and until such event has been waived by Pledgee, all cash dividends and distributions payable in respect of the Collateral shall be paid to the Pledgee for application to satisfy the Obligations. The Pledgee shall be entitled to receive directly, and to retain as part of the Collateral:

(a) all other or additional securities or investment property, or rights to subscribe for or purchase any of the foregoing, or property (other than cash) paid or distributed by way of dividend in respect of the Collateral;

(b) all other or additional securities, investment property or property (including cash) paid or distributed in respect of the Collateral by way of split, spin-off, split-up, reclassification, combination of shares or similar rearrangement; and

(c) all other or additional securities, investment property or property which may be paid or distributed in respect of the Collateral by reason of any consolidation, merger, exchange, dividend (other than any cash dividends permitted to be paid to Pledgor as specifically provided above) split, or distribution, conveyance of assets, liquidation or similar reorganization or other disposition of Collateral.

If at any time Pledgor shall obtain or possess any of the foregoing Collateral described in this Section, Pledgor shall be deemed to hold such Collateral in trust for Pledgee and Pledgor shall promptly surrender and deliver such Collateral to Pledgee.

5 ASSIGNMENT OF COLLATERAL UPON EVENT OF DEFAULT. In the event an Event of Default occurs, Pledgee shall be entitled, without limitation, to exercise the following rights, which Pledgor hereby agrees to be commercially reasonable:

(a) to take full right and title in and to the Pledged Equity; and

(b) generally, to take all such other commercially reasonable action under the circumstances as Pledgee in its reasonable discretion may determine as incidental or conducive to any of the matters or powers mentioned in the foregoing provisions of this Section and which Pledgee may or can do lawfully and to use the name of Pledgor for the purposes aforesaid and in any proceedings arising therefrom.

Pledgor acknowledges that upon an Event of Default it will forfeit and surrender to Pledgee the Pledged Equity and shall fully assign to Pledgee all other Collateral, and further acknowledges that such remedy is not a penalty but is an agreed and reasonable estimate by the parties of the damages suffered by Pledgee due to the failure of Pledgor to satisfy its obligations pursuant to the Promissory Note.

6 REMEDIES, ETC., CUMULATIVE. Each right, power and remedy of Pledgee provided for in this Agreement, the Promissory Note or any other security agreement, mortgage, guaranty now or hereafter existing, at law, in equity or by statute shall be cumulative and concurrent and shall be in addition to every other such right, power or remedy. The exercise or beginning of the exercise by Pledgee of any one or more of the rights, powers or remedies provided for in this Agreement or the Promissory Note or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by Pledgee of all such other rights, powers or remedies, and no failure or delay on the part of Pledgee to exercise any such right, power or remedy shall operate as a waiver thereof.

7 COSTS AND EXPENSES; INDEMNIFICATION.

(a) Pledgor shall pay all reasonable out-of-pocket costs and expenses of Pledgee actually incurred in connection with the administration of and in connection with the preservation of rights under, and enforcement of, and any renegotiation or restructuring of this Agreement and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of counsel for Pledgee).

(b) Pledgor shall pay and hold Pledgee harmless from and against any and all present and future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to this Agreement and save Pledgee harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay any such taxes, charges or levies; and indemnify, pay and defend Pledgee and each of its officers, directors, shareholders, employees, representatives, attorneys, agents, successors and affiliates (“Indemnified Parties”) from, and hold each of them harmless against any and all losses, liabilities, obligations, suits, penalties, judgments, claims, or damages, and reasonable documented costs and expenses, in each case, incurred by or asserted against any Indemnified Party (whether or not any Indemnified Party is designated a party thereto) arising out of or by reason of this Agreement or any transaction contemplated hereby (including, without limitation, any investigation, litigation or other proceeding related to this Agreement), including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding; provided, that any documentation with respect to attorney fees shall be limited to summary accounting data and shall not include any description or detail of work performed or communications taken. Notwithstanding anything in this Agreement to the contrary, Pledgor shall not be responsible to any Indemnified Party hereunder for any costs, losses, damages, liabilities or expenses which result from such Indemnified Party’s gross negligence or willful misconduct as finally determined in a non-appealable judicial proceeding by a court of competent jurisdiction (in which such Indemnified Party and Pledgee has had an opportunity to be heard). All indemnities set forth herein (and Borrowers’ obligations under this Section) shall survive the execution and delivery of this Agreement, the making and repayment of the Secured Obligations, and any termination of this Agreement. If and to the extent that the obligations of the Pledgor under this Section are unenforceable for any reason, the Pledgor hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law.

8 FURTHER ASSURANCES. Pledgor agrees that, at any time and from time to time, Pledgor shall join with Pledgee in executing and, will file and refile (or authorizes Pledgee to file) under the UCC such financing statements, amendment statements, continuation statements and other documents in such offices as Pledgee may deem reasonably necessary or appropriate and wherever required or permitted by law in order to perfect and preserve Pledgee’s security interest in the Collateral, and hereby authorizes Pledgee to file financing statements, continuation statements and amendments thereto relative to all or any part of the Collateral without the signature of Pledgor, and agrees to do such further acts and things and to promptly execute and deliver to Pledgee such additional conveyances, assignments, agreements and instruments as Pledgee may reasonably require or deem reasonably advisable to carry into effect the purpose of this Agreement or to further assure and confirm unto Pledgee its rights, powers and remedies hereunder.

9 REASONABLE CARE BY PLEDGEE. Pledgee shall be deemed by Pledgor to have exercised reasonable care in the custody and preservation of any Collateral in Pledgee’s possession if the Collateral is accorded treatment substantially equal to that which Pledgee accords its own similar property.

10 TRANSFER BY PLEDGOR. Pledgor shall not sell, transfer, gift, convey or otherwise dispose of, grant any option with respect to, or pledge, hypothecate or otherwise encumber any of the Collateral or any interest therein, except as provided herein.

11 REPRESENTATIONS AND WARRANTIES OF PLEDGOR. Pledgor hereby represents and warrants to Pledgee, which representations and warranties shall survive the execution and delivery of this Agreement, as follows:

11.1 Validity, Perfection and Priority. The pledge and security interests in the Collateral granted to the Pledgee constitute valid and continuing security interests in the Collateral. Upon the filing of a UCC Financing Statement naming the Pledgor as debtor and the Pledgee as secured party with the applicable secretary of state’s office or other applicable recording office, and if any of the Collateral is evidenced by certificates, the physical delivery of the certificates evidencing the Collateral to the Pledgee, the security interests in the Collateral granted to the Pledgee hereunder constitute valid and perfected security interests therein superior and prior to the rights or claims of any other Person. As used herein, “Person” means person, corporation, general or limited partnership, limited liability company, joint venture, trust, estate, association, or other legal entity or organization.

11.2 No Liens; Other Financing Statements.

(a) Except for the liens and security interests granted to Pledgee, Pledgor is the sole legal and direct beneficial owner of, and has good and marketable title to, the Collateral and is the lawful owner of all other collateral whether now existing or hereafter acquired and will continue to own each item of the Collateral free and clear of any and all pledges, liens, mortgages, hypothecations, security interests, charges, rights, options, claims and other encumbrances of all other Persons, and Pledgor shall defend the Collateral against all claims and demands of all Persons at any time claiming the same or any interest therein adverse to Pledgee.

(b) Other than in favor of Pledgee, no financing statement or other evidence of lien covering or purporting to cover any of the Collateral is on file in any public office. Pledgor owns all of its issued and outstanding stock.

11.3 Collateral.

(a) The Collateral described herein is duly authorized and validly issued and, none of such Collateral is or will be subject to any legal or contractual restriction. The Collateral is, as of the date hereof, and shall be at all times hereafter during the term of this Agreement, freely transferable without restriction or limitation, subject to applicable law.

11.4 Power and Authority. Pledgor has full right, power and authority to execute, deliver and perform this Agreement and pledge and collaterally assign all of the Collateral pursuant to this Agreement. Pledgor has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligations of Pledgor, enforceable against Pledgor in accordance with the terms herein, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditor’s rights and remedies and application of general principles of equity generally.

11.5 No Violation. Neither the execution, delivery or performance by Pledgor of this Agreement, nor compliance with the terms and provisions hereof by Pledgor nor the consummation of the transactions contemplated hereby will conflict with or result in any breach of, its charter documents, or any of the terms, covenants, conditions or provisions of, or constitute a default under any agreement or other instrument to which Pledgor is a party.

11.6 Litigation. There are no actions, suits or proceedings pending or, to Pledgor’s knowledge, threatened in writing against or involving Pledgor’s interest in the Collateral before any court with respect to any of the transactions contemplated by this Agreement or the ability of Pledgor to perform any of the obligations of Pledgor hereunder.

11.7 State of Organization; Chief Executive Office. Pledgor is a Delaware limited liability company, and its chief executive office and principal place of business is 234 Industrial Way West, Building A, Suite 202, Eatontown, NJ 07724.

12 COVENANTS OF PLEDGOR. Pledgor covenants and agrees with Pledgee that on and after the date hereof and until all of the Secured Obligations shall have been paid in full or all Collateral has been transferred and assigned to Pledgee and this Agreement terminates in accordance with its terms:

12.1 Collateral. Pledgor shall (a) defend Pledgee’s right, title and security interest in and to the Collateral against the claims and demands of all Persons whomsoever; (b) have good and marketable title to and right to pledge any other property at any time hereinafter constituting Collateral and will likewise defend the right thereto and security interest therein of Pledgee; and (c) not, without the advance written consent of Pledgee, with respect to any Collateral, enter into any operating agreements, bylaws, shareholder type agreements, voting agreements, voting trusts, trust deeds, irrevocable proxies or any other similar agreements or instruments which are adverse to the interests, right or benefits of Pledgee as provided or identified in this Agreement.

12.2 Compliance with Laws. Pledgor shall comply in all material respects with all requirements of applicable law that are applicable to the Collateral.

12.3 Payment of Obligations. Pledgor shall pay promptly when due all taxes, assessments and governmental charges or levies imposed upon the Collateral or in respect of any income or profits therefrom, as well as all claims of any kind against or with respect to the Collateral.

12.4 No Impairment. Pledgor shall not take or cause to be taken any action that could reasonably be expected to impair Pledgee’s rights in the Collateral. Pledgor shall not create, incur or permit to exist, shall defend the Collateral against and will take such other action as is necessary to remove, any lien or claim on or to the Collateral, other than the liens created hereby in favor of Pledgee, and shall defend the right, title and interest of Pledgee in and to any of the Collateral against the claims and demands of all Persons whomsoever.

12.5 Performance by Pledgee of Pledgor’s Obligations; Reimbursement. If Pledgor fails to perform or comply with any of Pledgor’s agreements contained herein, Pledgee may, without notice to or consent by Pledgor, perform or comply or cause performance or compliance therewith, and the reasonable expenses of Pledgee incurred in connection with such performance or compliance shall be payable by Pledgor to Pledgee on demand, and such reimbursement obligation shall be secured hereby; provided, however, that Pledgee shall not be under any obligation to take any such action.

12.6 Further Identification of Collateral. Pledgor will furnish to Pledgee from time to time such reports and certifications in connection with the Collateral as Pledgee may reasonably request from time to time.

12.7 Continuous Perfection. Pledgor will not change Pledgor’s name, in any manner which would reasonably be expected to make any financing or continuation statement filed hereunder seriously misleading (within the meaning of any applicable provision of Article 9 of the UCC) unless Pledgor shall have given Pledgee at least ten (10) days prior written notice thereof and shall have taken all action necessary or reasonably requested by Pledgee to amend such financing statement or continuation statement so that it is not seriously misleading. Pledgor will not change Pledgor’s state of organization or principal place of business and chief executive office unless Pledgor shall have given Pledgee at least ten (10) days prior written notice thereof and shall have taken such action as is reasonably requested by Pledgee to cause the security interest of Pledgee in the Collateral to continue to be perfected.

12.8 Records. Pledgor shall cause the Company to make a notation in its records indicating the interest granted hereby in favor of Pledgee.

12.9 Miscellaneous. Pledgor shall not file or authorize or authenticate or permit to be filed in any jurisdiction any financing statements under the UCC or any like statement relating to the Collateral in which Pledgee is not named as the secured party.

12.10 Stay or Extension Law. To the furthest extent permitted by applicable law, Pledgor shall not at any time claim, take, insist upon or invoke the benefit or advantage of or from any law now or hereafter in force providing for the valuation or appraisement of the Collateral prior to any sale or sales thereof to be made pursuant to the provisions hereof or pursuant to the decree, judgment, or order of any court of competent jurisdiction; and, to the extent permitted by applicable law, Pledgor hereby expressly waives, on behalf of Pledgor and each and every Person claiming by, through and under Pledgor, all benefit and advantage of any such law or laws, and covenants that Pledgor will not invoke or utilize any such law or laws or otherwise hinder, delay or impede the execution of any power, right or remedy herein or hereby granted and delegated to Pledgee, but will to the furthest extent permitted by applicable law, authorize, allow and permit the execution of every such power, right or remedy as though no such law or laws had been made or enacted.

13 PLEDGOR’S OBLIGATIONS ABSOLUTE, ETC. The obligations of Pledgor under this Agreement shall be absolute and unconditional in accordance with its terms and shall remain in full force and effect (except as otherwise provided under Section 16 hereof) and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any change in the time, place or manner of payment of, or in any other term, provision or condition of, all or any of the Secured Obligations, any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under, to or in respect of this Agreement or the Promissory Note, or any of the other documents, instruments or agreements relating to the Secured Obligations or any other instrument or agreement referred to therein or any assignment or transfer of any thereof; (b) any lack of validity or enforceability of the Promissory Note, or any other documents, instruments or agreements referred to therein or any assignment or transfer of any thereof; (c) any furnishing of any additional security or collateral to Pledgee or its assignees or any acceptance thereof or any release of any security by Pledgee or its assignees; (d) any limitation on any party’s liability or obligations under any such instrument or agreement or any invalidity or unenforceability, in whole or in part, of any such instrument or agreement or any term thereof (other than Pledgor or this Agreement); (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Pledgor, as applicable, or any action taken with respect to this Agreement by any trustee or receiver, or by any court, in any such proceeding, whether or not Pledgor shall have notice or knowledge of any of the foregoing; (f) any exchange, release or nonperfection of any other collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Secured Obligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Pledgor other than payment in full.

14 POWER OF ATTORNEY. Pledgor hereby absolutely and irrevocably constitutes and appoints Pledgee as Pledgor’s true and lawful agent and attorney-in-fact with full power of substitution, in the name of Pledgor: (a) to execute and do all such assurances, acts and things which Pledgor ought to do but has failed to do under the covenants and provisions contained in this Agreement; (b) to take any and all such action as Pledgee or any of its sub-agents, nominees or attorneys may, in its or their sole and reasonable discretion, reasonably determine as necessary or advisable for the purpose of maintaining preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of Pledgee under this Agreement and transferring and assigning such Collateral as provided herein; and (c) generally, in the name of Pledgor, exercise all or any of the powers, authorities, and discretions conferred on or reserved to Pledgee by or pursuant to this Agreement, and (without prejudice to the generality of any of the foregoing) to deliver or otherwise perfect any deed, assurance, agreement, instrument or act as Pledgee may deem proper in or for the purpose of exercising any of such powers, authorities or discretions. Pledgor hereby ratifies and confirms, and hereby agrees to ratify and confirm, whatever lawful acts Pledgee or any of Pledgee’s sub-agents, nominees or attorneys shall do or purport to do in the exercise of the power of attorney granted to Pledgee pursuant to this Section, which power of attorney, being coupled with an interest and given for security, is irrevocable.

15 MISCELLANEOUS.

15.1 Binding Effect. This Agreement shall be binding upon Pledgor and its successors and assigns and shall inure to the benefit of and be enforceable by Pledgee and its successors and assigns.

15.2 Notice. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be delivered (a) in hand by person with written receipt of the person to whom such notice is intended; (b) by registered or certified mail, postage prepaid, return receipt requested; or (c) by a generally recognized commercial courier service or overnight delivery service, (Federal Express or UPS), for next business day delivery, postage prepaid, with delivery receipt requested. All notices sent in accordance with this Section 15.2 shall be deemed “Delivered” unless otherwise specified herein, the same day if delivered by hand in person with receipt and signature of the intended recipient or by an authorized officer of the intended recipient; if by registered or certified mail, three (3) business days after the same is deposited in the U.S. Mail; or if sent by a commercial courier service or overnight delivery service for next business day delivery, one (1) business day after payment and deposit with the courier service with receipt of mailing. All communications shall be sent to the respective Parties at their addresses as follows:

If to the Pledgor:

Investview Inc.

234 Industrial Way West

Suite A202

Eatontown, NJ 07724

Attn: Joseph Cammarata, CEO

Attn: Annette Raynor, COO

Michael Best & Friedrich, LLP

170 South Main Street, Suite 1000

Salt Lake City, UT 84101

Attention: Kevin Timken

If to Pledgee:

SSA Technologies LLC

109 White Oak Lane

Suite 200

Old Bridge, NJ 08857

Attn: Joseph Cammarata, CEO

or to such other address as may be specified by a Party, by written notice given in accordance with this Section 15.2.

15.3 Severability. The invalidity, illegality or unenforceability of one or more of the provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of this Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the Parties hereunder shall be enforceable to the fullest extent permitted by law.

15.4 Costs and Attorney’s Fees. In any action under this Agreement, Pledgee may recover all costs of suit and other expenses paid or incurred by Pledgee in connection with the action, including the cost of reasonable attorney’s fees.

15.5 Headings. The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

15.6 Counterparts. This Agreement may be executed in any number of counterparts and by different Parties hereto in separate counterparts, with the same effect as if all Parties had signed the same document. All such counterparts (including counterparts delivered by facsimile, email or other electronic format) shall be deemed an original, shall be construed together and shall constitute one and the same instrument. This Agreement shall become effective when each Party hereto shall have received counterparts hereof signed by all of the other Parties hereto.

15.7 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to its conflicts of law principles.

PLEDGOR AND PLEDGEE CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE STATE OF DELAWARE AND NO OTHER PLACE AND IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT MAY BE LITIGATED IN SUCH COURTS. PLEDGOR AND PLEDGEE ACCEPT FOR ITSELF AND HIMSELF AND IN CONNECTION WITH ITS AND HIS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. PLEDGOR AND PLEDGEE FURTHER IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN THE MANNER AND TO THE ADDRESS SPECIFIED IN SECTION 15.2 OF THIS AGREEMENT.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF, EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY. EACH OF THE PARTIES HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

16 TERMINATION; RECOVERY CLAIM.

(a) This Agreement (other than Sections 7(b), 16(b) and 21 hereof) shall automatically terminate and the security interest granted herein shall automatically terminate after the Secured Obligations are paid in full on or prior to the date due, as set forth in the Promissory Note or this Agreement, as applicable (or such later date as Pledgee shall consent in writing) or Pledgee shall have exercised the forfeiture rights provided in Section 5 hereof. Upon the termination of this Agreement due to satisfaction of the Secured Obligations, Pledgee, at the written request of Pledgor and at the cost and expense of Pledgor, will promptly execute and deliver to Pledgor the proper instruments acknowledging the termination of this Agreement and will duly assign, transfer and deliver to Pledgor or to whomsoever shall be lawfully entitled to receive the same (without recourse and without any representation or warranty of any kind other than that Pledgee has not sold, assigned or granted any security interest or lien in such Collateral, if true at such time) such of the Collateral as may be in the possession of Pledgee and has not theretofore been sold or otherwise applied or released pursuant to this Agreement.

(b) Should a claim (“Recovery Claim”) be made upon Pledgee at any time for recovery of any amount received by Pledgee in payment of the Secured Obligations (whether received from Pledgor or otherwise) and should Pledgee repay all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over Pledgee or any of its property; or (ii) any settlement or compromise of any such Recovery Claim effected by Pledgee with the claimant, this Agreement and the security interests granted to Pledgee hereunder shall continue in effect with respect to the amount so repaid to the same extent as if such amount had never originally been received by Pledgee, notwithstanding any prior termination of this Agreement, the return of this Agreement to Pledgor, or the cancellation of any note or other instrument evidencing the Secured Obligations.

17 AMENDMENTS; MARSHALLING. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by both Pledgor and Pledgee. Pledgee shall be under no obligation to marshal any assets or collateral in favor of Pledgor or any other Person or against or in payment of any or all of the Secured Obligations.

18 DUTY OF PLEDGEE. Pledgee’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as Pledgee deals with similar property for its own account. Neither Pledgee nor any of its officers, directors, employees or agents shall be liable for any failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on Pledgee hereunder are solely to protect the interests of Pledgee in the Collateral and shall not impose any duty upon Pledgee to exercise any such powers. Pledgee shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to Pledgor for any act or failure to act hereunder.

19 REVIEW OF AGREEMENT BY PLEDGOR. Pledgor acknowledges that Pledgor has thoroughly read and reviewed the terms and provisions of this Agreement, and that such terms and provisions are clearly understood by Pledgor, and has been fully and unconditionally consented to by Pledgor with the full benefit and advice of counsel chosen by Pledgor, and that Pledgor has freely and voluntarily signed this Agreement without duress. Pledgee does not have any fiduciary relationship with or duty to Pledgor arising out of or in connection with this Agreement or the Promissory Note, and the relationship between Pledgor, on the one hand, and Pledgee, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and no joint venture is created hereby or by the Promissory Note or any other document or otherwise exists by virtue of the transactions contemplated hereby between Pledgor and Pledgee.

20 WAIVER OF CLAIMS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, PLEDGOR HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH PLEDGEE’S TAKING POSSESSION OR SALE OR PLEDGEE’S DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH PLEDGOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, and Pledgor hereby further waives (and releases any cause of action and claim against Pledgee as a result of), to the fullest extent permitted by law: (a) all damages occasioned by such taking of possession, collection or sale except any damages which are the direct result of Pledgee’s gross negligence or willful misconduct as finally determined in a non-appealable judicial proceeding in which Pledgee had an opportunity to be heard; (b) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of Pledgee’s rights hereunder; (c) demand of performance or other demand, notice of intent to demand or accelerate, notice of acceleration, presentment, protest, advertisement or notice of any kind to or upon Pledgor or any other Person; and (d) all rights of redemption, appraisement, valuation, diligence, stay, extension or moratorium now or hereafter in force under any applicable law in order to delay the enforcement of this Agreement.

21 LIMITATION OF LIABILITY. Except as otherwise provided under applicable law, no claim may be made by Pledgor or any of its affiliates against Pledgee or its officers, employees, affiliates, directors, shareholders, attorneys or agents of any of them for any special, indirect, punitive or consequential damages in respect of any claim for breach of contract or any other theory of liability (other than gross negligence or willful misconduct as finally determined in a non-appealable judicial proceeding in which such person had an opportunity to be heard) arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and Pledgor hereby waives, releases and agrees not to sue upon any such claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

[Signature Pages Follow]

IN WITNESS WHEREOF, each party has caused this Pledge Agreement to be duly executed by an officer thereunto duly authorized as of the first date written above.

Signature Page to Pledge Agreement 

Signature Page to Pledge Agreement

Exhibit 10.85

INVESTVIEW, INC.

FIRST AMENDMENT TO AMENDED AND RESTATED

SECURITIES PURCHASE AGREEMENT

This First Amendment (this “Amendment”) to that certain Amended and Restated Securities Purchase Agreement (the “Purchase Agreement”), dated as of November 9, 2020, by and among Investview, Inc., a Nevada corporation (the “Company”), DBR Capital, LLC, a Pennsylvania limited liability company (the “Purchaser”) and, solely for the purposes of Section 3.06 and the other sections expressly referenced therein, Joseph Cammarata, is made as of March 22, 2021, by and between the Company, the Purchaser.

RECITALS

WHEREAS, capitalized terms used but not defined herein shall have the meanings set forth for such terms in the Purchase Agreement.

WHEREAS, the Company and the Purchaser each desire to amend the Purchase Agreement pursuant to Section 12.01 of the Purchase Agreement and to accept the rights and obligations created pursuant hereto.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and the other consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

1.1       Section 6.02 shall be deemed amended and restated in its entirety as follows:

6.02       Use of Proceeds. The Company used the proceeds from the sale of (i) the First Closing Note to either (A) make a $1,300,000 contribution to SafeTek solely for the prompt purchase by SafeTek of Bitmain Equipment or (B) repay $1,300,000 aggregate principal indebtedness of the Company advanced by Joseph Cammarata on or about April 23, 2020 and used by the Company to acquire Bitmain Equipment and (ii) the Second Closing Note to repay $700,000 aggregate principal amount of outstanding indebtedness of the Company. The Company shall use the proceeds from the sale of (i) the Third Closing Note to make a $1,300,000 contribution to SafeTek solely for the prompt purchase by SafeTek of highly qualified computing chip processor equipment for Blockchain cryptocurrency mining, (ii) the Fourth Closing Note(s) to be used solely for the purposes of the Company’s Crypto-Currency Mining and Blockchain Technology business operations and proposals, as reviewed and approved by the Company’s Board of Directors, and (iii) the Fifth Closing Note to be used by the Company for the repayment of the Company’s Working Capital Promissory Note to SSA Technologies LLC, dated March 22, 2021 (the “Working Capital Note”) or, if the Working Capital Note has already been repaid in full and extinguished, the Company shall contribute all of the proceeds from the Fifth Closing Note to Investview Financial Group Holdings, LLC, to be used as approved by the Company’s Board of Directors.

1.2 Section 6.07 shall be deemed amended and restated in its entirety as follows:

6.07 Reserved.

1.3 Section 7.03 shall be deemed amended and restated in its entirety as follows:

7.03 Reserved.

1.4 Except as expressly modified by this Amendment, the Purchase Agreement shall remain unmodified and in full force and effect.

1.5 Sections 12.01, 12.03, 12.05, 12.06, 12.08, 12.10, 12.11 and 12.12 of the Purchase Agreement shall be deemed incorporated by reference to this Amendment as applied mutatis mutandis.

(signature page follows)

The parties are signing this First Amendment to Amended and Restated Purchase Agreement as of the date stated in the introductory clause.

(Signature page to First Amendment to Amended and Restated Purchase Agreement)

The parties are signing this First Amendment to Amended and Restated Purchase Agreement as of the date stated in the introductory clause.

(Signature page to First Amendment to Amended and Restated Securities Purchase Agreement)

Exhibit 10.86

Investview, Inc.

Form of Lock-Up Agreement

March 22, 2021

Ladies and Gentlemen:

The undersigned understands that Investview, Inc. (the “Company”) and Investview Financial Group Holdings, LLC (“Investview Financial”) have entered into a Securities Purchase Agreement, dated as of the date hereof, with MPower Trading Systems LLC (“MPower”) and two Securities Purchase Agreements, dated as of the date hereof (collectively, such Securities Purchase Agreements, the “Purchase Agreements”), with SSA Technologies LLC (“SSA” and together with MPower, the “Purchasers”), pursuant to each of which such Purchaser has agreed to purchase, upon the terms and conditions set forth in the applicable agreement, Class B Units of Investview Financial, which are convertible into shares of common stock of the Company (the “Common Stock”).

1. Lock-Up.

(A) In consideration of the agreement by each Purchaser to purchase the Class B Units, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not (1) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell or otherwise dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into, exercisable for or exchangeable for shares of Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (such transactions, each a “Transfer”).

(B) The Lock-Up Period will commence on the date hereof and continue until the earlier to occur of: (1) April 25, 2025; (2) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction resulting in all Company shareholders having the right to exchange their shares of Common Stock for cash, securities or other property; or (3) at any time from the date hereof through April 25th, 2025 (the “End of the Lock-Up Period”), if the Company determines, in Company’s sole and absolute discretion, that conditions of a material nature exist (“material” is as defined by the Company, in the Company’s sole and absolute discretion), with respect to the Company’s stock price, volume and liquidity, such that the Company may elect to release some or all of the shares of Common Stock from the Lock-Up Period and the corresponding conditions, restrictions, and procedures for liquidation as set forth in this Lock-Up Agreement.

(C) Notwithstanding the Lock-Up Period but subject in all cases to the terms of Section 1(F) of this Lock-Up Agreement, the undersigned may complete a Transfer (an “Early Permitted Transfer”) at any time from the date hereof through April 25, 2022 of:

(1) no more than 1% of the undersigned’s total aggregate shares of Common Stock held as of the date hereof if, (i) the sale price per share of the Common Stock to be sold is no less than $0.30 per share (as adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations and similar transactions), (ii) for a period of one-hundred (100) consecutive Trading Days, the Trading Price for the Common Stock is equal to or greater than $0.30 per share (as adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) and (iii) for a period of one-hundred (100) consecutive Trading Days, the minimum average daily volume of the Common Stock is at least 3,000,000 shares per day for each day during such one-hundred (100) consecutive Trading Day period; or

(2) no more than 2% of the undersigned’s total aggregate shares of Common Stock held as of the date hereof if, (i) the sale price per share of the Common Stock to be sold is no less than $0.35 per share (as adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations and similar transactions), (ii) for a period of one-hundred (100) consecutive Trading Days, the Trading Price for the Common Stock is equal to or greater than $0.35 per share (as adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) and (iii) for a period of one-hundred (100) consecutive Trading Days, the minimum average daily volume of the Common Stock is at least 5,000,000 shares per day for each day during such one-hundred (100) consecutive Trading Day period.

(D) Notwithstanding the Lock-Up Period but subject in all cases to the terms of Section 1(F) of this Lock-Up Agreement, the undersigned may complete a Transfer (a “Late Permitted Transfer”) during the period from April 25, 2022 through the End of the Lock-Up Period of:

(1) no more than 1% of the undersigned’s total aggregate shares of Common Stock held as of the date hereof if, (i) the sale price per share of the Common Stock to be sold is no less than $0.15 per share (as adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations and similar transactions), (ii) for a period of ten (10) consecutive Trading Days, the Trading Price for the Common Stock is equal to or greater than $0.15 per share (as adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) and (iii) for a period of thirty (30) consecutive Trading Days, the minimum average daily volume of the Common Stock is at least 2,500,000 shares per day for each day during such thirty (30) consecutive Trading Day period; or

(2) no more than 2% of the undersigned’s total aggregate shares of Common Stock held as of the date hereof if, (i) the sale price per share of the Common Stock to be sold is no less than $0.25 per share (as adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations and similar transactions), (ii) for a period of ten (10) consecutive Trading Days, the Trading Price for the Common Stock is equal to or greater than $0.25 per share (as adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) and (iii) for a period of thirty (30) consecutive Trading Days, the minimum average daily volume of the Common Stock is at least 3,500,000 shares per day for each day during such thirty (30) consecutive Trading Day period.

(E) Notwithstanding the Lock-Up Period, if at any time Investview Financial exercises its Mandatory Redemption Call Right (as defined in the Amended and Restated Limited Liability Company Agreement of Investview Financial) of the undersigned’s Class B Units pursuant to Section 10.03 of the Amended and Restated Limited Liability Company Agreement of Investview Financial, the undersigned shall be permitted to Transfer (a “Mandatory Redemption Permitted Transfer”) any shares of Common Stock that were received by the undersigned in exchange for Class B Units, subject only to the provisions of Section 1(F) of this Lock-Up Agreement.

(F) Notwithstanding anything herein to the contrary, whether pursuant to an Early Permitted Transfer, a Late Permitted Transfer or a Mandatory Redemption Permitted Transfer, the undersigned will not complete a Transfer unless:

(1) the aggregate Transfers proposed to be made on such date by the undersigned shall not exceed 20% of the average daily volume of the Common Stock for each day during the period of one-hundred (100) consecutive Trading Days preceding such proposed Transfer; and

(2) prior to any proposed Transfer the undersigned shall submit a written request to the Company for approval of the proposed Transfer and the Board of Directors of the Company must approve in writing, in its sole and absolute discretion, such Transfer, including the right to determine all terms, conditions, and timing.

2. Definitions.

(A) Trading Price. For purposes of this Lock-Up Agreement, Trading Price shall mean, for any security as of any date, the lowest minimum trade price of the Common Stock on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by a reliable reporting service such as Bloomberg or, if the OTC is not the principal trading market for such security, the lowest minimum trade price of such security on the principal securities exchange or trading market where such security is listed or traded (and, for the avoidance of doubt, if no lowest minimum trade price of such security is available in any of the foregoing manners, then such day shall be disallowed for purposes of determining whether the release conditions set forth in this Lock-Up Agreement are satisfied).

(B) Trading Days. For purposes of this Lock-Up Agreement, Trading Days shall mean, any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

3. Stop Transfer Instructions; Further Assurances. The undersigned acknowledges, confirms, agrees, consents and authorizes the entry of stop transfer instructions with the Company’s transfer agent and registrar relating to the transfer of the undersigned’s shares of Common Stock except in compliance with the restrictions described above. The undersigned also agrees, from time to time at the request of the Company or the Purchaser, to execute and deliver such additional agreements, documents and instruments and take such other actions and do such other things, as may be necessary or appropriate to carry out the terms and provisions of this Lock-Up Agreement and to give effect to the transactions contemplated by the Purchase Agreements.

4. Acknowledgment; Remedies. The undersigned understands that the Company and the Purchaser are relying upon this Lock-Up Agreement in proceeding toward consummation of the transactions contemplated by the Purchase Agreements. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors, and assigns. Furthermore, the undersigned acknowledges, confirms and agrees that any breach of this Agreement would result in substantial harm to the Purchaser and the Company for which monetary damages alone could not adequately compensate. Therefore, the undersigned unconditionally and irrevocably agrees that the Purchaser and the Company shall be entitled to seek protective orders, injunctive relief, punitive damages, and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of Common Stock not made in strict compliance with this Agreement).

5. Governing Law. This Lock-Up Agreement and any claim, controversy or dispute arising under or related to this Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of law principles. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Lock-Up Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the Borough of Manhattan, the City of New York and State of New York, and the undersigned hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

6. Waiver of Jury Trial. THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS LOCK-UP AGREEMENT OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF, THE UNDERSIGNED ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY. THE UNDERSIGNED FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS LOCK-UP AGREEMENT. IN THE EVENT OF LITIGATION, THIS LOCK-UP AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

7. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given pursuant to this Lock-Up Agreement shall be in writing and shall be delivered (a) in hand by person with written receipt of the person to whom such notice is intended; (b) by registered or certified mail, postage prepaid, return receipt requested; or (c) by a generally recognized commercial courier service or overnight delivery service, (Federal Express or UPS), for next business day delivery, postage prepaid, with delivery receipt requested. All notices sent in accordance with this Section 7 shall be deemed “Delivered” unless otherwise specified herein, the same day if delivered by hand in person with receipt and signature of the intended recipient or by an authorized officer of the intended recipient; if by registered or certified mail, three (3) business days after the same is deposited in the U.S. Mail; or if sent by a commercial courier service or overnight delivery service for next business day delivery, one (1) business day after payment and deposit with the courier service with receipt of mailing. All communications to the undersigned shall be sent to the address as set forth on the signature page hereto or to such other address as may be specified by the undersigned, by written notice given in accordance with this Section 7.

8. Cumulative Remedies. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

9. Beneficial Interest; Successors and Assigns. All the terms and provisions of this Lock-Up Agreement shall be binding upon the undersigned and the undersigned’s respective successors and assigns, and inure to the benefit of and be enforceable by the Company, the Purchaser and their respective successors and assigns, whether so expressed or not. The undersigned may not assign its rights or obligations hereof without the prior written consent of the Company and the Purchaser. This Lock-Up Agreement shall not inure to the benefit of or be enforceable by any third-party person or entity other than the Company and the Purchaser and their respective successors and assigns.

10. Entire Agreement. This Lock-Up Agreement supersedes all prior discussions and agreements between the parties hereto with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof, including, for the avoidance of doubt, any Lock-Up Agreement entered into by the Company and the undersigned on April 27, 2020, if applicable. Notwithstanding the foregoing or anything to the contrary in this Lock-Up Agreement, this Lock-Up Agreement shall not supersede any confidentiality or other non-disclosure agreements that may be in place between the Company, the Purchaser and/or the undersigned.

11. Severability. In the event any provision of this Lock-Up Agreement is found to be void, invalid, illegal or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void, invalid, illegal or unenforceable provision were never the subject of this Lock-Up Agreement. The invalidity, illegality or unenforceability of one or more of the provisions of this Lock-Up Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Lock-Up Agreement in such jurisdiction or the validity, legality or enforceability of this Lock-Up Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the undersigned shall be enforceable to the fullest extent permitted by law.

12. Costs of Enforcement. If any party to this Lock-Up Agreement seeks to enforce its rights under this Agreement by legal proceedings, the non-prevailing party shall pay all costs and expenses incurred by the prevailing party, including, without limitation, all reasonable attorneys’ fees.

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