Exhibit 10.66

AMENDED AND RESTATED

SECURITIES PURCHASE AGREEMENT

This Amended and Restated Securities Purchase Agreement (this “Agreement”) is made and entered into as of November 9, 2020 (the “Effective Date”) by and among Investview, Inc., a Nevada corporation (the “Company”), DBR Capital, LLC, a Pennsylvania limited liability company (the “Purchaser”) and, solely for purposes of Section 3.06 and the other sections expressly referenced therein, Joseph Cammarata (the “Purchasing Assignee”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 11 hereof.

RECITALS

WHEREAS, the Company and the Purchaser are parties to that certain Securities Purchase Agreement, dated as of April 27, 2020 (the “Existing Agreement”), providing for the purchase by the Purchaser, and the sale and issuance by the Company, upon the terms and conditions set forth therein, of one or more convertible notes of the Company, convertible into shares of common stock of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth therein, and pursuant to which the Purchaser has purchased, and the Company has sold and issued, (i) the First Closing Note (as defined in the Existing Agreement) in the amount of $1,300,000 dated April 27, 2020 and (ii) the Second Closing Note (as defined in the Existing Agreement) in the amount of $700,000 dated May 27, 2020 (the First Closing Note and the Second Closing Note are referred to herein as the “Existing Notes”).

WHEREAS, the Company and the Purchaser desire to modify the terms of the Existing Agreement as further set forth herein to provide for the purchase by the Purchaser and the sale and issuance by the Company, upon the terms and conditions set forth herein, of one or more additional convertible notes of the Company, in the form attached hereto as Exhibit A (together with the Amended and Restated Existing Notes (as defined below) and any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Notes”), convertible into shares of common stock of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Notes, and to provide for the modification of the Existing Notes by entering into those certain amended and restated promissory notes, dated as of the Effective Date (the “Amended and Restated Existing Notes”), which shall be in the form attached hereto as Exhibit A.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants herein contained, the parties hereto hereby agree as follows:

SECTION 2. Sale and Purchase of the Notes.

2.01 First Closing Note. On the First Closing Date, upon the terms and subject to the conditions herein contained, the Company issued and sold to the Purchaser, and the Purchaser purchased from the Company, $1,300,000 aggregate principal amount of Note (the “First Closing Note”).

2.02 Second Closing Note. On the Second Closing Date, upon the terms and subject to the conditions herein contained, the Company issued and sold to the Purchaser, and the Purchaser purchased from the Company, $700,000 aggregate principal amount of Note (the “Second Closing Note”).

2.03 Third Closing Note. On the Third Closing Date, upon the terms and subject to the conditions herein contained, the Company agrees to issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Company, $1,300,000 aggregate principal amount of Note (the “Third Closing Note”).

2.04 Fourth Closing Note(s). On the Fourth Closing Date, upon the terms and subject to the conditions herein contained, the Company agrees to issue and sell to the Purchaser (and the Purchasing Assignee, if applicable), and the Purchaser (and the Purchasing Assignee, if applicable) agrees to purchase from the Company, $5,700,000 aggregate principal amount of Note(s) (the “Fourth Closing Note(s)”).

2.05 Fifth Closing Note. On the Fifth Closing Date, upon the terms and subject to the conditions herein contained, the Company agrees to issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Company, $2,000,000 aggregate principal amount of Note (the “Fifth Closing Note”).

2.06 On Third Closing Date, Fourth Closing Date and Fifth Closing Date, the Purchaser (and the Purchasing Assignee, if applicable) shall pay the purchase price for the applicable Notes to be issued and sold to it at such closing (the “Purchase Price”) by wire transfer of immediately available funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the applicable Note in the principal amount equal to the Purchase Price, and the Company delivered or shall deliver, as applicable, such duly executed Note on behalf of the Company, to the Purchaser (and the Purchasing Assignee, if applicable), against delivery of such Purchase Price.

SECTION 3. Closings. Subject to the satisfaction of the closing conditions set forth in Section 7:

3.01 the closing with respect to the transactions contemplated in Section 2.01 hereof (the “First Closing”) occurred upon the satisfaction of the terms of this Agreement on April 27, 2020 (the “First Closing Date”); and

3.02 the closing with respect to the transactions contemplated in Section 2.02 hereof (the “Second Closing”) occurred upon the satisfaction of the terms of this Agreement on May 27, 2020 (the “Second Closing Date”); and

3.03 the closing with respect to the transactions contemplated in Section 2.03 hereof (the closing at which the Third Closing Note is issued, if any, is referred to herein as the “Third Closing”) shall occur on or prior to November 9, 2020 (which, for the avoidance of doubt, such Third Closing is in Purchaser’s sole discretion, and the Company must effect the Third Closing pursuant to the satisfaction of the terms of this Agreement) (the “Third Closing Date”); and

3.04 the closing with respect to the transactions contemplated in Section 2.04 hereof (the closing at which the Fourth Closing Note(s) is/are issued, if any, as applicable, is referred to herein as the “Fourth Closing”) shall occur on or prior to May 31, 2021 (provided that such date may be extended by up to 30 days by the Purchaser in its sole discretion) and shall be held on or before the fifth day following delivery of written notice (the “Fourth Closing Notice”) by the Purchaser to the Company of the Purchaser’s determination to effect the Fourth Closing (which, for the avoidance of doubt, the Fourth Closing is in Purchaser’s sole discretion to effect or not effect, and the Company must effect the Fourth Closing upon the receipt of a Fourth Closing Notice pursuant to the satisfaction of the terms of this Agreement) (the “Fourth Closing Date”), or at such other date as the Company and the Purchaser may agree, remotely via the exchange of documents and signatures, which Fourth Closing Notice shall set forth the Fourth Closing Date; and

3.05 the closing with respect to the transactions contemplated in Section 2.05 hereof (the closing at which the Fifth Closing Note is issued, if any, is referred to herein as the “Fifth Closing”) shall occur on or prior to August 31, 2021 (provided that such date may be extended by up to 30 days by the Purchaser in its sole discretion) and shall be held on or before the fifth day following delivery of written notice (the “Fifth Closing Notice”) by the Purchaser to the Company of the Purchaser’s determination to effect the Fifth Closing (which, for the avoidance of doubt, the Fifth Closing is in Purchaser’s sole discretion to effect or not effect, and the Company must effect the Fifth Closing upon the receipt of a Fifth Closing Notice pursuant to the satisfaction of the terms of this Agreement) (the “Fifth Closing Date” and, together with the First Closing Date, the Second Closing Date, the Third Closing Date and the Fourth Closing Date, the “Closing Dates” and each a “Closing Date”), or at such other date as the Company and the Purchaser may agree, remotely via the exchange of documents and signatures, which Fifth Closing Notice shall set forth the Fifth Closing Date.

3.06 With respect to the Fourth Closing, the Purchaser may, in Purchaser’s sole discretion, assign (its “Assignment Right”) its right and obligation to purchase up to $2,000,000 of the Fourth Closing Note(s) under Section 2.04 and Section 3.04 to the Purchasing Assignee. If the Purchaser desires to exercise its Assignment Right, it shall send a notice to the Purchasing Assignee at the same time at which it sends the Fourth Closing Notice, which shall include all of the information set forth in the Fourth Closing Notice, as well as the principal amount of the Fourth Closing Note(s) that the Purchasing Assignee shall purchase in the Fourth Closing. The Purchasing Assignee hereby agrees that, if the Assignment Right is exercised, the Purchasing Assignee shall be bound by and subject to the terms of Section 2.04, Section 2.06, Section 3.04 (but, for the avoidance of doubt, the determination to effect the Fourth Closing shall be at the sole discretion of the Purchaser and not the Purchasing Assignee) and Section 7, and the Purchasing Assignee hereby represents and warrants to the Company that the statements contained in Section 4 are true and correct as of the Fourth Closing Date as if the Purchasing Assignee were the Purchaser for all purposes thereunder.

SECTION 4. Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Company that the statements contained in this Section 4 were, are or will be, as applicable, true and correct as of each Closing Date:

4.01 Investment Purpose. The Purchaser is purchasing the Notes, the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Notes (such shares of Common Stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Notes and the Conversion Shares, the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act.

4.02 Accredited Investor Status. The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.

4.03 Reliance on Exemptions. The Purchaser understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Securities.

4.04 Information. The Company has not disclosed to the Purchaser any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Purchaser.

4.05 Registration. The Purchaser understands that the Notes and, until such time as the Conversion Shares have been registered under the 1933 Act or may be sold pursuant to an applicable exemption from registration, the Conversion Shares, may bear a restrictive legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.”

The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. In the event that the Company does not accept the opinion of counsel provided by the Purchaser with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline (as defined in the Notes), it will be considered an Event of Default pursuant to Section 3.1(b) of the Notes.

4.06 Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Purchaser, and this Agreement constitutes a valid and binding agreement of the Purchaser enforceable 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.

SECTION 5. Representations and Warranties by the Company. The Company represents and warrants to the Purchaser (and, if Purchaser exercises its Assignment Right, to Purchasing Assignee) that the statements contained in this Section 5 were, are and will be, as applicable, true and correct as of each Closing Date (or, as to the Purchasing Assignee, as of the Fourth Closing Date):

5.01 SEC Reports. The Company has timely filed all of the reports, schedules, forms, statements and other documents required to be filed by the Company 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.

5.02 Independent Accountants. The accountants who certified the audited consolidated financial statements of the Company 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.

5.03 Financial Statements; Non-GAAP Financial Measures.

(a) 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 the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company 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.

(b) Except as specifically set forth in the financial statements included in the SEC Reports for the fiscal year ending March 31, 2020 (the “2020 Financial Statements”), the Company 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.

5.04 No Material Adverse Change in Business. Except as otherwise expressly stated in the 2020 Financial Statements, 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 the Company 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 the Company or any of its subsidiaries, other than those in the ordinary course of business and except as contemplated in this Agreement, which are material with respect to the Company and its subsidiaries considered as one enterprise, and there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

5.05 Good Standing of the Company. The Company 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 Agreement; and the Company 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.

5.06 Good Standing of Subsidiaries. Each “significant subsidiary” of the Company, 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 the Company, 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.

5.07 Capitalization; Issuance of Shares.

(a) The Company has an authorized capitalization as set forth in the SEC Reports. The outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding shares of capital stock of the Company were issued in violation of the preemptive or other similar rights of any securityholder of the Company which have not been waived. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of each Note in accordance with its respective 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 the Company and will not impose personal liability upon the holder thereof.

(b) There are no outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. No stock plan, stock purchase, stock option or other agreement or understanding between the Company 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 the Company; (iii) the transactions contemplated hereby; or (iv) the occurrence of any other event or combination of events.

5.08 Validity. This 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. Upon the execution and delivery thereof in accordance herewith, each Note will have been duly authorized, executed and delivered by the Company and will constitute 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.

5.09 Authorization; Enforcement. (A) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Notes and to consummate the transactions contemplated hereby and thereby, and to issue the Notes and Conversion Shares, in accordance with the terms hereof and thereof, and (B) the execution and delivery of this Agreement and the Notes by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, this 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 Agreement and the other documents executed in connection herewith and bind the Company accordingly.

5.10 Absence of Violations, Defaults and Conflicts. Neither the Company 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 the Company 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 the Company 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 the Company 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 the Company 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 the Company in excess of $50,000. The execution, delivery and performance of this Agreement and the Notes and the consummation of the transactions contemplated herein and therein (including the issuance and sale of the Securities and the Conversion Shares) and compliance by the Company with its obligations hereunder and thereunder 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 default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company 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 the Company 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 the Company or any of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

5.11 Absence of Labor Dispute. No labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is imminent, and the Company 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.

5.12 Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company 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 Agreement or the Notes or the performance by the Company of its obligations hereunder and thereunder. The foregoing includes, without limitation, actions pending or, to the Company’s knowledge, threatened involving the prior employment of any of the Company’s employees, their use in connection with the Company’s business of any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers. The Company 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.

5.13 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 the Company 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 Agreement, except such as have been already obtained or as may be required in connection with the formation of NewCo.

5.14 Possession of Licenses and Permits. The Company 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 Company, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect. The Company 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 the Company 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.

5.15 Title to Property. The Company and its subsidiaries do not own any real property. The Company 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 the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties, are in full force and effect, and neither the Company 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 the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

5.16 Intellectual Property. The Company 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 the Company, neither the Company 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 the Company 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 the Company 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. The Company knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to the Company or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. The Company 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 the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries or, to the knowledge of the Company, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by the Company 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). The Company and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has the Company 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.

5.17 Company IT Systems. The Company 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 the Company and its subsidiaries (the “Company IT Systems”). The Company IT Systems are adequate for, and operate and perform in all material respects as required in connection with, the operation of the business of the Company and its subsidiaries as currently conducted. The Company 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.

5.18 Cybersecurity. (A) There has been no security breach or other compromise of or relating to the Company IT Systems; (B) the Company 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 Company IT Systems; (C) the Company and its subsidiaries have implemented policies and procedures with respect to the Company IT Systems that are reasonably consistent with industry standards and practices, or as required by applicable regulatory standards; and (D) the Company 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 Company IT Systems and to the protection of the Company IT Systems from unauthorized use, access, misappropriation or modification.

5.19 Environmental Laws. Except as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) neither the Company 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) the Company 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 the Company, 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 the Company or any of its subsidiaries and (D) to the knowledge of the Company, 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 the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws.

5.20 Accounting Controls and Disclosure Controls. Except as set forth in the Company’s SEC Reports, the Company 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 the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting.

5.21 Compliance with the Sarbanes-Oxley Act. The Company 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 the Company is required to comply.

5.22 Payment of Taxes. All United States federal income tax returns of the Company 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 the Company. The Company 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 the Company 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 the Company or its subsidiaries.

The charges, accruals and reserves on the books of the Company 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 the Company to be adequate to meet any assessments or reassessments for additional income tax for any years not finally determined.

5.23 ERISA. (i) At no time in the past six years has the Company 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 the Company 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 (the “IRS”) 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. The Company does not have any obligations under any collective bargaining agreement with any union. As used in this Section 5.23, “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 the Company or its subsidiaries has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or any of the Subsidiaries or (y) the Company 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.

5.24 Insurance. The Company and its subsidiaries carry or are entitled to the benefits of insurance, with what the Company 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. The Company 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.

5.25 Investment Company Act. The Company 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 (the “1940 Act”).

5.26 No Unlawful Payments. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, Affiliate or other person acting on behalf of the Company 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 the Company 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.

5.27 Compliance with Anti-Money Laundering Laws. The operations of the Company 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 the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

5.28 No Conflicts with Sanctions Laws. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, Affiliate or other person acting on behalf of the Company or any of its subsidiaries is a 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 the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject of Sanctions; and the Company 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.

5.29 Private Placement. Neither the Company 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 Agreement. Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 4 hereof, the issuance of the Securities, including the issuance of the Conversion Shares, is exempt from registration under the 1933 Act.

5.30 Transactions with Affiliates. Neither the Company 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 the Company 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 the Company 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.

5.31 Registration Rights; Voting Agreements. Except as required pursuant to Section 8 of this Agreement and except as shall be entered into with Purchaser in connection herewith, (a) the Company is presently not under any obligation, and has not granted any rights, to register under the 1933 Act any of the Company’s presently outstanding securities or any of its securities that may hereafter be issued that have not expired or been satisfied, (b) no shareholder of the Company has entered into any agreements to which the Company is a party with respect to the voting of shares of capital stock of the Company and (c) the Company is not subject to or a party to any agreement providing any holder of securities of the Company or its subsidiaries with preemptive rights, approval rights or similar arrangements, other than as provided in the articles of incorporation of the Company as currently in effect.

SECTION 6. Covenants.

6.01 Reasonable Best Efforts. Each party shall use its reasonable best efforts to timely satisfy each of the conditions to be satisfied by it as provided in Section 7 of this Agreement.

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 to satisfy the Company’s obligation under that certain Subscription Agreement to be entered into by and between the Company and LevelX Holdings Group, LLC.

6.03 Disclosure of Transactions and Other Material Information. Within the applicable period of time required by the 1934 Act, the Company shall file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by this Agreement in the form required by the 1934 Act. The Company shall provide the Purchaser with a reasonable opportunity to review and provide comments on the draft of such 8-K filing. The Company shall be permitted to issue press releases or other public statement with respect to the transactions contemplated hereby, provided that the Company shall not publicly disclose the name of the Purchaser or an Affiliate of the Purchaser except as otherwise provided in this Section 6.03. Notwithstanding the foregoing, and unless required by the rules and regulations of the SEC or otherwise agreed to in writing by the Company and the Purchaser, the Company shall not publicly disclose the name of the Purchaser or an Affiliate of the Purchaser, or include the name of the Purchaser or an Affiliate of the Purchaser in any press release or filing with the SEC or any regulatory agency or the Principal Trading Market, without the prior written consent of such Purchaser.

6.04 Expenses. Each of the Company and the Purchaser is liable for, and will pay, its own expenses incurred in connection with the negotiation, preparation, execution and delivery of this Agreement, including, without limitation, attorneys’ and consultants’ fees and expenses, except that (i) to assist Company, the Purchaser has agreed to advance funds on behalf of Company for the Company’s reasonable legal fees and other direct expenses incurred in connection with preparation, execution and delivery of the Transaction Documents and (ii) the Company shall reimburse the Purchaser, upon Purchaser’s demand, an amount up to $40,000.00 for reasonable legal fees and other direct expenses incurred in connection with the negotiation, preparation, execution and delivery of this Agreement.

6.05 Reservation of Common Stock. The Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, the Conversion Shares.

6.06 Investor Rights Agreement; Voting Agreement; Security Agreement; Lock-Up Agreements; Series B Consent; Opinion of Counsel.

(a) Concurrently with the execution of the Existing Agreement, (i) the Company and the Purchaser entered into an investor rights agreement, in the form attached hereto as Exhibit B (the “Investor Rights Agreement”), (ii) the Company, certain key stockholders of the Company and the Purchaser entered into a voting agreement, in the form attached hereto as Exhibit C (the “Voting Agreement”) and (iii) certain officers and stockholders of the Company entered into lock-up agreements, in the form attached hereto as Exhibit D (the “Lock-Up Agreements”).

(b) Promptly after the execution of the Existing Agreement and in any event not later than May 15, 2020, (a) the Company, SafeTek and the Purchaser entered into a guaranty and collateral agreement, in the form attached hereto as Exhibit E (the “Security Agreement”), (b) the Company obtained from all of the holders of the Company’s 13% Series B Cumulative Redeemable Perpetual Preferred Stock written evidence of consent to the issuance of the Notes and the transactions contemplated by this Agreement and waiver of any preemptive or other rights to receive Notes or similar instruments in connection with this Agreement and the transactions contemplated hereunder, in form and substance satisfactory to the Purchaser (the “Series B Consent”) and (c) the Company delivered to the Purchaser the opinion of Michael Best & Friedrich LLP, counsel for the Company, or such other counsel for the Company acceptable to the Purchaser in its sole and absolute discretion, dated as of the First Closing Date addressing corporate authority, due execution and delivery, enforceability, the creation and perfection security interests, the absence of conflicts and such other matters as the Purchaser shall reasonably request, which opinion shall be in form and substance satisfactory to the Purchaser.

(c) On the Effective Date, (i) the Company and the Purchaser shall enter into the Amended and Restated Existing Notes, (ii) the Company and the Purchaser shall enter into an amendment to the Investor Rights Agreement, in the form attached hereto as Exhibit F (the “Investor Rights Agreement Amendment”), (iii) the Company, certain key stockholder of the Company and the Purchaser shall enter into an amendment to the Voting Agreement, in the form attached hereto as Exhibit G (the “Voting Agreement Amendment”) and (iv) the Company, certain employees of the Company and the Purchaser shall enter into a pledge agreement, in the form attached hereto as Exhibit I (the “Pledge Agreement”).

6.07 Broker-Dealer Subsidiary. Not later than 30 days following the Third Closing Date, the Company, Purchaser and SSA Technologies LLC shall finalize and execute all required documentation to establish LevelX Holdings Group, LLC and to cause such entity to form or obtain a subsidiary (“NewCo”) to act as a broker-dealer, and shall promptly take all actions necessary to register such entity with the SEC as a broker-dealer under the 1934 Act. The proceeds allocated by Section 6.02(iii) for the satisfaction of the Company’s obligations under the Subscription Agreement noted in such Section shall be used for development and operation of a U.S. and non-U.S. brokerage and financial services firm intended to deliver professional trading services catering primarily to a diverse base of self-directed (DIY) and active online brokerage investors, professional fund managers, buy-side professionals, and registered investment advisors (the “Broker-Dealer Business”). The structure and organizational documents of LevelX Holdings Group, LLC , including all terms and conditions of the equity structure thereof, shall be acceptable in form and substance to the Purchaser, and shall provide that the majority of the board of directors or similar management body shall be appointed by the Purchaser, notwithstanding any dilution of the Purchaser’s interests, and shall closely be in accordance with the Proposed Merger Summary of Principal Terms executed by Company, Purchaser and LevelX Capital LLC on or about August 13, 2020.

6.08 Joinder to Guaranty and Collateral Agreement. Not later than 30 days following the Third Closing Date, the Company will cause each of its subsidiaries not currently a party thereto to execute a joinder (the “Security Agreement Joinder”) to join as a “guarantor” and “grantor” that certain Guaranty and Collateral Agreement, dated as of May 15, 2020, among the Company, Safetek, LLC and the Purchaser.

SECTION 7. Conditions of Purchaser’s Obligations.

7.01 Conditions of the Purchaser’s Obligations at each Closing. The obligations of the Purchaser (and the Purchasing Assignee, if applicable) under Section 2 hereof are subject to the fulfillment, at or prior to the applicable Closing, of all of the following conditions, any of which may be waived in whole or in part by the Purchaser (on behalf of itself and the Purchasing Assignee, if applicable) in Purchaser’s sole and absolute discretion.

(a) Representations and Warranties. The representations and warranties of the Company contained in this Agreement shall be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date (except to the extent expressly made as of an earlier date in which case as of such earlier date).

(b) Performance. The Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or prior to the Closing Date.

(c) Compliance Certificate. The Chief Executive Officer of the Company shall have delivered to the Purchaser (and the Purchasing Assignee, if applicable) at the Closing Date a certificate certifying that the conditions specified in Sections 7.01(a) and 7.01(b) of this Agreement have been fulfilled.

(d) Qualification under State Securities Laws. All registrations, qualifications, permits and approvals, if any, required under applicable state securities laws shall have been obtained by Company for the lawful execution, delivery and performance of this Agreement.

(e) Adverse Changes. The Purchaser shall have determined, in its sole discretion, that there have not been any events, conditions or changes, material, adverse or otherwise, that are reasonably likely to result in changes to the condition, financial or otherwise, earnings, business affairs or prospects of the Company or any of its subsidiaries.

7.02 Conditions of the Purchaser’s Obligations at Third Closing. In addition to the conditions set forth in Section 7.01 above, the obligations of the Purchaser under Section 2 hereof are subject to the fulfillment, at or prior to the Third Closing, of all of the following conditions, any of which may be waived in whole or in part by the Purchaser in its sole and absolute discretion.

(a) Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchaser at the Third Closing Date a certificate certifying (i) the Articles of Incorporation, as amended, of the Company; (ii) the Bylaws of the Company; and (iii) resolutions of the Board of Directors approving this Agreement and the transactions contemplated by this Agreement.

(b) Modification of 2020 Incentive Plan and Grant of Awards. The Company shall have modified the InvestView, Inc. 2020 Incentive Plan to increase the number of shares subject thereto sufficient to allow additional Restricted Share Awards (as defined therein) in the aggregate amount of 175,000,000 and to allow a vesting period of one, two and three years, and the Board of Directors shall have granted Restricted Share Awards to the current members of the Board of Directors in an aggregate amount of 175,000,000, with a vesting period and allocated among the directors in a manner satisfactory to the Purchaser.

7.03 Conditions of the Purchaser’s Obligations at the Fifth Closing. In addition to the conditions set forth in Section 7.01 above, the obligations of the Purchaser under Section 2.05 hereof are subject to the fulfillment, at or prior to the Fifth Closing, of all of the following conditions, any of which may be waived in whole or in part by the Purchaser in its absolute discretion.

(a) Company Contribution. The Company shall contribute $2,000,000 to LevelX Holdings Group, LLC promptly after the Fifth Closing, and such funds shall be used as provided in Section 6.02(c)(iii) above.

(b) SSA Technologies LLC Contribution. Within thirty (30) days of the Third Closing, SSA Technologies LLC shall contribute to LevelX Holdings Group, LLC its broker-dealer subsidiary and associated licenses with an aggregate value of approximately $1,000,000 to NewCo.

SECTION 8. Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Purchaser or its nominee (and the Purchasing Assignee or his nominee, if applicable), for the Conversion Shares in such amounts as specified from time to time by the Purchaser (or the Purchasing Assignee, if applicable) to the Company upon conversion of the Notes in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount as such term is defined in the Notes) signed by the successor transfer agent to Company and the Company. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to an exemption from registration, all such certificates shall bear the restrictive legend specified in Section 4.05 of this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 8, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Notes; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Purchaser (or the Purchasing Assignee, if applicable) upon conversion of or otherwise pursuant to the Notes as and when required by the Notes and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Purchaser (or the Purchasing Assignee, if applicable) upon conversion of or otherwise pursuant to the Notes as and when required by the Notes and/or this Agreement. If the Purchaser (or the Purchasing Assignee, if applicable) provides the Company and the Company’s transfer agent, at the cost of the Purchaser (or the Purchasing Assignee, if applicable), with an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Purchaser (or the Purchasing Assignee, if applicable). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Purchaser (or the Purchasing Assignee, if applicable), by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 8 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Purchaser (or the Purchasing Assignee, if applicable) shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

SECTION 9. Issuance of Shares. In addition to any and all other rights and remedies provided under this Agreement, the Notes and each of the other Transaction Documents, the Company hereby absolutely, irrevocably and unconditionally agrees and covenants that, upon the occurrence of an Event of Default (as defined in the Notes) under any Note and upon demand by the Purchaser, the Company shall issue to the Purchaser up to Seven Hundred and Twenty Million (720,000,000) shares of non-registered common stock of the Company (the “Shares”), in accordance with the terms of this Section 9.

9.01 Number of Shares. The aggregate number of Shares to be issued to the Purchaser pursuant to this Section 9 as of the date hereof shall be 104,000,000, which number shall increase to a total of 560,000,000 if and when the Fourth Closing occurs and a total of 720,000,000 if and when the Fifth Closing occurs.

9.02 Registration Rights. Upon the issuance of the Shares to the Purchaser, the Shares shall be deemed “Registrable Securities” under the Investor Rights Agreement.

9.03 Authorized Shares. The Company covenants that from the Effective Date through the date that the Notes are repaid in full, the Conversion (as defined in the Notes) under each Note is complete or the issuance of the Shares pursuant to this Section 9 is complete, as applicable, the Company will reserve from its authorized and unissued common stock that number of Shares subject to issuance pursuant to Section 9.01 (the “Reserved Amount”). The Company represents that upon issuance, the Shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Company shall issue any securities or make any change to its capital structure, including any stock split, reverse stock split or similar event, the Company shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of common stock authorized and reserved, free from preemptive rights, issuance under this Section 9. The Company (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the common stock issuable pursuant to this Section 9, and (ii) agrees that the execution of this Agreement shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for issuance of the Shares. If at any time the Company fails to maintain the Reserved Amount it will be considered an Event of Default under Section 3.1(a) of each of the Notes then issued and outstanding.

9.04 Further Assurances. The Company hereby agrees to do such further acts and things and to promptly execute and deliver to the Purchaser such additional agreements and instruments as the Purchaser may reasonably require or deem reasonably advisable to carry into effect the purpose of this Section 9.04 or to further assure and confirm unto the Purchaser its rights, powers and remedies hereunder.

SECTION 10. Events of Default and Remedies. The occurrence of an Event of Default (as defined in the Notes) under any Note shall constitute an event of default hereunder and, in addition to all rights and remedies provided in each of the Transaction Documents, the Purchaser shall have the right to terminate all commitments of the Purchaser hereunder.

SECTION 11. Definitions. Unless the context otherwise requires, the terms defined in this Section 11 shall have the meanings specified for all purposes of this Agreement. All accounting terms used in this Agreement, whether or not defined in this Section 11, shall be construed in accordance with GAAP and such accounting terms shall be determined on a consolidated basis for the Company and each of its subsidiaries, and the financial statements and other financial information to be furnished by the Company pursuant to this Agreement shall be consolidated and presented with consolidating financial statements of the Company and each of its subsidiaries.

“1933 Act Regulations” means the rules and regulations promulgated under the 1933 Act.

“1934 Act” means the Securities Exchange Act of 1934, as amended.

“1934 Act Regulations” means the rules and regulations promulgated under the 1934 Act.

“Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the 1934 Act.

“Bitmain Equipment” means the purchase and operation of highly qualified computing chip processor equipment for Blockchain cryptocurrency mining.

“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed.

“Change of Control” means:

(1) any “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than a Permitted Holder, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that such person or group shall be deemed to have “beneficial ownership” of all shares that any such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of the voting stock of the Company; or

(2) the merger or consolidation of the Company with or into another Person or the merger of another Person with or into the Company or the merger of any Person with or into a Subsidiary of the Company, unless the holders of a majority of the aggregate voting power of the voting stock of the Company, immediately prior to such transaction, hold securities of the surviving or transferee Person that represent, immediately after such transaction, at least a majority of the aggregate voting power of the voting stock of the surviving or transferee Person;

(3) the adoption by the shareholders of the Company of a plan or proposal for the liquidation or dissolution of the Company; or

(4) Joseph Cammarata ceases to be chief executive officer of the Company or ceases to fulfill the duties of such role and a successor chief executive officer acceptable to the Purchaser shall not have been appointed within 90 days.

“Indebtedness” means, with respect to any Person, without duplication, (a) all indebtedness of such Person for borrowed money; (b) all obligations of such Person for the deferred purchase price of property or services (other than trade payables or other accounts payable incurred in the ordinary course of such Person’s business); (c) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments or upon which interest payments are customarily made; (d) all reimbursement, payment or other obligations and liabilities of such Person created or arising under any conditional sales or other title retention agreement with respect to property used and/or acquired by such Person, even though the rights and remedies of the lessor, seller and/or lender thereunder may be limited to repossession or sale of such property; (e) all capitalized lease obligations of such Person; (f) all unpaid reimbursement obligations and liabilities, contingent or otherwise, of such Person, in respect of letters of credit, acceptances and similar facilities; (g) all obligations and liabilities, calculated on a basis reasonably satisfactory to the Purchaser and in accordance with accepted practice, of such Person under hedging agreements; (h) all monetary obligations under any receivables factoring, receivable sales or similar transactions and all monetary obligations under any synthetic lease, tax ownership lease, off-balance sheet financing or similar financing; and (i) all obligations referred to in clauses (a) through (h) of this definition of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) a lien, charge or encumbrance upon property owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness.

“Permitted Holder” means any of Joseph Cammarata, the Purchaser, David B. Rothrock, or any of Purchaser’s subsidiaries or affiliates.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust (including any beneficiary thereof), a joint venture, an unincorporated organization, and a governmental entity or any department, agency, or political subdivision thereof.

“Principal Trading Market” means the OTCQB or such other Trading Market on which the Common Stock is primarily listed for trading.

“Rule 144” means Rule 144 promulgated by the SEC pursuant to the 1933 Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

“SafeTek” means SafeTek, LLC, a Utah limited liability company and wholly-owned subsidiary of Company.

“Trading Market” means whichever of the OTCQB, OTCQX, Pink Sheets electronic quotation system or other trading market on which the Common Stock is listed for trading on the date in question.

“Transaction Documents” means this Agreement, the Notes, the Investor Rights Agreement, the Voting Agreement, the Lock-Up Agreements, the Security Agreement, the Series B Consent, the Investor Rights Agreement Amendment, the Voting Agreement Amendment, the Security Agreement Joinder, the Pledge Agreement, and any and all related agreements, instruments, certificates and other documents.

SECTION 12. Miscellaneous.

12.01 Waivers and Amendments. Upon the approval of the Company and the written consent of the Purchaser, the obligations of the Company and the rights of the Purchaser under this Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively and either for a specified period of time or indefinitely). Neither this Agreement, nor any provision hereof, may be changed, waived, discharged or terminated orally or by course of dealing, but only by an instrument in writing executed by both the Company and the Purchaser.

12.02 Notices. 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 12.02 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 receipt of mailing. The addresses for such communications shall be:

If to the Company:

Investview, Inc.

234 Industrial Way West

Building A, Suite 202

Eatontown, NJ 07724

Attn: Joseph Cammarata

Mario Romano

With a copy to:

Michael Best & Friedrich LLP

170 South Main Street, Suite 1000

Salt Lake City, UT 84101

Attention: Kevin C. Timken

If to the Purchaser:

DBR Capital, LLC

1645 Kecks Road

Breinigsville, PA 18031

Attn: David B. Rothrock

with copies to:

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, Pennsylvania 19103-2921

Attn: Michael J. Pedrick, Esq.

If to the Purchasing Assignee:

Joseph Cammarata

c/o Investview, Inc.

234 Industrial Way West

Building A, Suite 202

Eatontown, NJ 07724

The addresses of the parties set forth above may be changed from time to time by a party by notice to the other in accordance with the notice provisions as set forth herein this Section 12.02.

12.03 Cumulative Remedies. None of the rights, powers or remedies conferred upon the Purchaser on the one hand or the Company on the other hand shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to every other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.

12.04 Successors and Assigns. All the terms and provisions of this 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, (i) assign its rights to purchase the Securities hereunder to any of its Affiliates (provided each such Affiliate agrees to be bound by the terms of this Agreement and makes the same representations and warranties set forth in Section 4 hereof) and (ii) effect its Assignment Right pursuant to the terms of Section 3.06). This Agreement shall not inure to the benefit of or be enforceable by any other third party Person.

12.05 Headings. The headings of the Sections and paragraphs of this Agreement have been inserted for convenience of reference only and do not constitute a part of this Agreement.

12.06 Governing Law; Jurisdiction. This 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 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 each of the parties 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.

12.07 Usury Laws. It is the intention of the Company and the Purchaser to conform strictly to all applicable usury laws now or hereafter in force, and any interest payable under this Agreement shall be subject to reduction to the amount not in excess of the maximum legal amount allowed under the applicable usury laws as now or hereafter construed by the courts having jurisdiction over such matters. If the maturity of the Notes is accelerated by reason of an election by the Purchaser resulting from an Event of Default (as defined in the Notes) or otherwise, then earned interest may never include more than the maximum amount permitted by law, computed from the date hereof until payment, and any interest in excess of the maximum amount permitted by law shall be canceled automatically and, if theretofore paid, shall at the option of the Purchaser either be rebated to the Company or credited on the principal amount under this Agreement, or if this Agreement has been paid, then the excess shall be rebated to the Company. The aggregate of all interest (whether designated as interest, service charges, points, or otherwise) contracted for, chargeable, or receivable under this Agreement shall under no circumstances exceed the maximum legal rate upon the unpaid principal balance of this Agreement remaining unpaid from time to time. If such interest does exceed the maximum legal rate, it shall be deemed a mistake and such excess shall be canceled automatically and, if theretofore paid, rebated to the Company or credited on the principal amount of this Agreement, or if this Agreement has been repaid, then such excess shall be rebated to the Company.

12.08 Further Assurances. The Company shall, and shall cause its Affiliates to, from time to time at the request of the Purchaser, without any additional consideration, furnish the Purchaser such 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 Agreement and give effect to the transactions contemplated hereby.

12.09 Survival. The representations and warranties of the Company and the Purchaser contained in Sections 4 and 5, and the agreements and covenants set forth in Sections 6, 8 and 12 shall survive the Closing in accordance with their respective terms.

12.10 Counterparts; Effectiveness. 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 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.

12.11 Entire Agreement. This Agreement contains the entire agreement among the parties hereto with respect to the subject matter hereof and, except as set forth below, this agreement supersedes and replaces all other prior agreements, written or oral, among the parties hereto with respect to the subject matter hereof, including, for the avoidance of doubt, the Existing Agreement. Notwithstanding the foregoing or anything to the contrary in this Agreement, this Agreement shall not supersede any confidentiality or other non-disclosure agreements that may be in place between the Company and the Purchaser.

12.12 Severability. If any provision of this Agreement shall be found by any court of competent jurisdiction to be invalid or unenforceable, the parties hereby waive such provision to the extent that it is found to be invalid or unenforceable. Such provision shall, to the maximum extent allowable by law, be modified by such court so that it becomes enforceable, and, as modified, shall be enforced as any other provision hereof, all the other provisions hereof continuing in full force and effect.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Securities Purchase Agreement to be duly executed as of the Effective Date.

[Signature page to Securities Purchase Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Securities Purchase Agreement to be duly executed as of the Effective Date.

[Signature page to Securities Purchase Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Securities Purchase Agreement to be duly executed as of the Effective Date.

[Signature page to Securities Purchase Agreement]

EXHIBIT A

Form of Note

[to be provided upon request]

EXHIBIT B

Investor Rights Agreement

[to be provided upon request]

EXHIBIT C

Voting Agreement

[to be provided upon request]

EXHIBIT D

Lock-Up Agreement

[to be provided upon request]

EXHIBIT E

Security Agreement

[to be provided upon request]

EXHIBIT F

Investor Rights Agreement Amendment

[to be provided upon request]

EXHIBIT G

Voting Agreement Amendment

[to be provided upon request]

EXHIBIT H

Security Agreement Joinder

[to be provided upon request]

EXHIBIT I

Pledge Agreement

[to be provided upon request]

Exhibit 10.67

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

CONVERTIBLE SECURED PROMISSORY NOTE

FOR VALUE RECEIVED, Investview, Inc., a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of DBR Capital, LLC, a Pennsylvania limited liability company, or its registered assigns (the “Holder”) the sum of $1,300,000 together with all accrued interest thereon as provided in this Note. The aggregate unpaid principal amount of the Note, all accrued and unpaid interest, and all other amounts payable under this Note shall be due and payable on April 27, 2030 (the “Maturity Date”), unless otherwise provided herein. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Amended and Restated Securities Purchase Agreement dated as of November 9, 2020, pursuant to which this Note was originally issued (the “Purchase Agreement”).

ARTICLE I. BASIC TERMS

1.1 Interest Rate; Facility Fee. The unpaid principal balance of this Note shall bear interest at the rate of twenty-five percent (25%) per annum (the “Interest Rate”) from the date hereof (the “Issue Date”) until the same shall be paid in full, whether at maturity or upon acceleration or by prepayment or otherwise; provided that if the Borrower fails to make two or more Interest Payments (as defined herein) when due and payable, the Borrower shall pay interest on the unpaid principal balance hereof at the rate of twenty-eight percent (28%) per annum (the “Penalty Interest Rate”) from the date of the second missed Interest Payment until the aggregate unpaid principal amounts of this Note shall be paid in full, whether at maturity or upon acceleration or by prepayment or otherwise. Separate from and in addition to the Interest Rate or Penalty Interest Rate, as applicable, the Borrower shall pay to the Holder a facility fee in the amount of thirteen-and-a-half percent (13.50%) of unpaid principal balance of this Note from the Issue Date until the same shall be paid in full, whether at maturity or upon acceleration or by prepayment or otherwise. Each of interest and the facility fee shall be computed on the basis of a 360 day year and the actual number of days elapsed. Each of interest and the facility fee shall commence accruing on the Issue Date.

1.2 Payments. Each of interest and the facility fee shall be payable monthly in arrears to the Holder on the first (1^st) day of each month (each, a “Payment Date”) commencing on the first such proceeding month to occur after the Issue Date provided such date is at least 60 days after the Issue Date but in any event not later than February 1, 2021 (each, an “Interest Payment” or “Facility Fee Payment” and, together, the “Monthly Payments”). For the avoidance of doubt, the first Monthly Payment shall include all accrued but unpaid interest and facility fees from the Issue Date to the date of such Monthly Payment. All payments due hereunder shall be made in lawful money of the United States of America. All payments shall be made at such address or to such account as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note.

1.3 Default Interest Rate. Upon the failure to pay any amount of principal or interest on this Note when due, this Note shall bear interest at the Interest Rate or Penalty Interest Rate, as applicable, plus five percent (5%) per annum from the due date thereof until the same is paid (“Default Interest”).

1.4 Prepayment. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein.

1.5 Security Documents. The Borrower’s performance of its obligations hereunder is secured by a first priority security interest in the collateral specified in that certain Security Agreement, dated as of May 15, 2020, by and among the Borrower, a Nevada Corporation, and SafeTek, LLC, a Utah Limited Liability Company, and the Holder, as modified by that certain Joinder to Security Agreement, to be entered into by and among the Borrower, each of the Borrower’s subsidiaries and the Holder, and that certain Pledge Agreement, dated as of November 9, 2020, by and among the Borrower, Mario Romano, Annette Raynor, Ryan Smith, Chad Miller and the Holder.

ARTICLE II. CONVERSION RIGHTS

2.1 Conversion Rights.

(a) Holder Conversion Right. The Holder shall have the right from time to time, and at any time during the period beginning on the Issue Date and ending on the Maturity Date, to convert all or any part of the outstanding and unpaid principal amount and any accrued and unpaid interest of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the Conversion Price (as defined below) determined as provided herein (a “Holder Conversion”). The number of shares of Common Stock to be issued upon each Holder Conversion shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect. The term “Conversion Amount” means, with respect to any Conversion (as defined below) of this Note, the sum of (1) the principal amount of this Note to be converted in such Conversion plus (2) accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note on the date of the Conversion, plus (3) Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2).

(b) Borrower Conversion Right. The Borrower shall have the right from time to time, for a period of ninety (90) days after a Conversion Trigger Date occurs, to convert all or any part of the outstanding and unpaid principal amount and any accrued and unpaid interest of this Note into fully paid and non-assessable shares of common stock of the Company (the “Common Stock”), as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the Conversion Price (a “Borrower Conversion” and, together with any Holder Conversion, a “Conversion”). The number of shares of Common Stock to be issued upon each Borrower Conversion of this Note shall be determined by dividing the Conversion Amount by the applicable Conversion Price then in effect. The term “Conversion Trigger Date” means the date on which both of the following conditions are satisfied (i) the Trading Price (as defined below) for the Common Stock is equal to or greater than the minimum trade price of $0.14 per share for ninety (90) consecutive Trading Days (as defined below) and (ii) the minimum average daily volume of the Common Stock is at least 1,000,000 shares per day during such ninety (90) consecutive Trading Day period commencing at least forty-two (42) months after the date on which the Fifth Note is issued.

“Trading Price” means, 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 designated by the Holder (i.e. 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 or, if no lowest minimum trade price of such security is available in any of the foregoing manners, then such Borrower Conversion right shall be disallowed. “Trading Day” 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.

2.2 Conversion Price.

(a) Initial Conversion Price. The conversion price (subject to adjustment as set forth herein and other equitable adjustments by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, stock splits, reverse stock splits, recapitalization, reclassifications, extraordinary distributions and similar events, the “Conversion Price”) shall equal $0.007 per share of Common Stock.

(b) Adjustment to Conversion Price. If the Borrower shall, at any time or from time to time after the Issue Date, issue or sell any shares of Common Stock without consideration or for consideration per share less than the Conversion Price in effect immediately prior to such issuance or sale, then immediately upon such issuance or sale, the Conversion Price in effect immediately prior to such issuance or sale shall be reduced (and in no event increased) to a Conversion Price equal to the lowest price per share at which any share of Common Stock has been issued or sold, provided, that if such issuance or sale was without consideration, then the Company shall be deemed to have received an aggregate of $0.001 per share of consideration for such shares so issued or deemed to be issued.

2.3 Authorized Shares. The Borrower covenants that during the period the Conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note and each other Note to be issued pursuant to the Purchase Agreement, which the parties acknowledge equates currently to 1,571,428,574 shares of Common Stock (the “Reserved Amount”). The Reserved Amount shall be increased (or decreased with the written consent of the Holder) from time to time in accordance with the Borrower’s obligations hereunder. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure, including any stock split, reverse stock split or similar event, which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Note. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note.

If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.1(b) of the Note.

2.4 Delivery of Common Stock Upon Conversion.

(a) Upon receipt by (i) the Borrower from the Holder of a facsimile transmission or e-mail (or in accordance with the notice provisions in Section 4.2) of a notice of a Holder Conversion or (ii) the Holder from the Borrower of a facsimile transmission or e-mail (or in accordance with the notice provisions in Section 4.2) of a notice of a Borrower Conversion (each, a “Notice of Conversion”), the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such Conversion within two (2) business days after such receipt of the Notice of Conversion (the “Deadline”) in accordance with the terms hereof and the Purchase Agreement. Upon receipt by the Borrower or Holder, as applicable, of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such Conversion, and, unless the Borrower defaults on its obligations hereunder, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such Conversion. If the Holder or Borrower, as applicable, shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion.

(b) Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions set forth herein, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon a Conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.

2.5 Concerning the Shares. The shares of Common Stock issuable upon a Conversion of this Note may not be sold or transferred unless: (i) such shares are sold pursuant to an effective registration statement under the 1933 Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration (such as Rule 144 or a successor rule) (“Rule 144”); or (iii) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 2.5 and who is an “accredited investor” (as defined in Rule 501(a) of the SEC). Any restrictive legend on certificates representing shares of Common Stock issuable upon a Conversion of this Note shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if the Borrower or its transfer agent shall have received an opinion of counsel from Holder’s counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that (i) a public sale or transfer of such Common Stock may be made without registration under the 1933 Act, which opinion shall be accepted by the Borrower so that the sale or transfer is effected; or (ii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the 1933 Act; or (iii) otherwise may be sold pursuant to an exemption from registration. In the event that the Borrower does not reasonably accept the opinion of counsel provided by the Holder with respect to the transfer of Securities pursuant to an exemption from registration (such as Rule 144), at the Deadline, it will be considered an Event of Default pursuant to Section 3.1(b) of the Note.

2.6 Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (collectively, a “Distribution”), then the Holder of this Note shall be entitled to receive, at the time of such Distribution, the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon a Conversion of this Note had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

2.7 Mandatory Repurchase Option. In the event the Borrower proposes to issue and sell Common Stock or any other equity securities of the Borrower, or any instruments convertible into or exercisable for or exchangeable for Common Stock or other equity securities of the Borrower, to investors on or before the Maturity Date in an equity financing (a “Subsequent Financing”), the Borrower shall give the Holder written notice of the Subsequent Financing no less than thirty (30) Business Days prior to the closing of such Subsequent Financing. Promptly upon receipt of such notice, in the sole and absolute discretion of the Holder, the Holder may demand in writing payment by the Borrower to the Holder in an amount equal to 25% of the aggregate gross proceeds (net of out of pocket costs incurred in connection therewith) of the Subsequent Financing as a repurchase (in whole or in part) of this Note and each other Note issued pursuant to the Purchase Agreement at the Repurchase Price. As used herein, the “Repurchase Price” shall be the sum of (i) the aggregate amount of interest payable on the portion of the principal amount of such Note to be prepaid accruing from the date of the issuance thereof through the Maturity Date thereof, less the aggregate amount of interest paid in cash thereon through the date of, and immediately prior to, such repurchase and (ii) the principal amount thereof to be prepaid. Except as provided in this Section 2.7 (or by a Borrower Conversion as provided herein), this Note may not be redeemed by the Borrower at any time.

ARTICLE III. EVENTS OF DEFAULT AND REMEDIES

3.1 Events of Default. Each of the following is an “Event of Default” hereunder:

(a) Failure to Pay Principal and Interest. The Borrower (i) fails to pay the principal hereof or interest thereon when due on this Note, whether monthly, at maturity or upon acceleration, as applicable, and such breach continues for a period of ten (10) days from the due date or (ii) fails to make any payment when due on this Note more than twice in any rolling twelve (12) month period.

(b) Conversion and the Shares. The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder or the Borrower of their respective Conversion rights in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares of Common Stock issued to the Holder upon a Conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon a Conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon a Conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for two (2) business days after the receipt of the applicable Notice of Conversion.

It is an obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an event of default of this Note, if a Conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a Conversion, such advanced funds shall be paid by the Borrower to the Holder within forty-eight (48) hours of a demand from the Holder.

(c) Breach of Covenants. The Borrower breaches any covenant or other term or condition contained in this Note and any Transaction Document.

(d) Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or misleading in any material respect when made, or Borrower knows with the passage of time that such representation or warranty of Borrower will become false or misleading in any material respect.

(e) Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

(f) Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.

(g) Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTC (which specifically includes the quotation platforms maintained by the OTC Markets Group) or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the New York Stock Exchange, or the American Stock Exchange.

(h) Failure to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.

(i) Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

(j) Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due.

(k) Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC at any time after the Issue Date for any date or period until this Note is no longer outstanding, if the result of such restatement would, by comparison to the un-restated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

(l) Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

(m) Unavailability of Rule 144. If, at any time on or after the date which is six (6) months after the Issue Date, the Holder is unable to (i) obtain a standard “144 legal opinion letter” from an attorney reasonably acceptable to the Holder, the Holder’s brokerage firm (and respective clearing firm), and the Borrower’s transfer agent in order to facilitate the Holder’s Conversion of any portion of the Note into free trading shares of the Borrower’s Common Stock pursuant to Rule 144, and (ii) thereupon deposit such shares into the Holder’s brokerage account.

(n) Change of Control. A Change of Control shall occur.

3.2 Acceleration; Exercise of Remedies.

(a) UPON THE OCCURRENCE AND DURING THE CONTINUATION OF ANY EVENT OF DEFAULT SPECIFIED IN CLAUSE (b), (e), (f), (i), OR (m), THE NOTE SHALL BECOME IMMEDIATELY DUE AND PAYABLE AT THE REPURCHASE PRICE. Upon the occurrence and during the continuation of any Event of Default specified in Clauses (a), (c), (d), (g), (h), (j), (k), (l) and/or (n), exercisable through the delivery of written notice to the Borrower by such Holders, and all other amounts payable hereunder shall immediately become due and payable at the Repurchase Price, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

(b) If an Event of Default occurs and is continuing, Holder may pursue any available remedy to collect the payment of principal, premium and interest on the Notes at the Repurchase Price or to enforce the performance of any provision of the Notes, the Purchase Agreement or the Security Agreement.

ARTICLE IV. MISCELLANEOUS

4.1 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

4.2 Notices. 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 4.2. 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 receipt of mailing. The addresses for such communications shall be:

If to the Borrower, to:

Investview, Inc.

234 Industrial Way West

Building A, Suite 202

Eatontown, NJ 07724

Attention: Joseph Cammarata, CEO and Mario Romano

With a copy to:

Michael Best & Friedrich LLP

170 South Main Street, Suite 1000

Salt Lake City, UT 84101

Attention: Kevin C. Timken

If to the Holder:

DBR Capital, LLC

1645 Kecks Road

Breinigsville, PA 18031

With a copy to:

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103

Attention: Michael J. Pedrick

The addresses of the parties set forth above may be changed from time to time by a party by Notice to the other in accordance with the notice provisions as set forth herein this Section 4.2.

4.3 Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by both the Borrower and the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.

4.4 Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the SEC). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement; and may be assigned by the Holder without the consent of the Borrower. The Borrower may not assign or transfer this Note or any of its rights hereunder without the prior written consent of the Holder.

4.5 Cost of Collection. Upon the occurrence of any Event of Default, the Borrower shall pay the Holder hereof all costs and expenses of collection, including reasonable attorneys’ fees.

4.6 Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of New York or in the federal courts located in the state of New York. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute, rule of law or as determined by a court of competent jurisdiction, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute, rule of law or as a court of competent jurisdiction shall determine was the intent of the parties. Any such provision which may prove invalid or unenforceable under any statute, rule of law or as determined by a court of competent jurisdiction shall be stricken from this Note or any other agreement delivered in connection herewith and shall not affect the validity or enforceability of this Note or any other provision of any agreement delivered in connection herewith. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note, any agreement or any other document delivered in connection with this Note by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

4.7 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

4.8 Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

4.9 Most Favored Nations. If, while this Note is outstanding, the Borrower issues other indebtedness (excluding trade payables incurred in the ordinary course of business and indebtedness for borrowed money owing to a bank or similar financial institution) of the Borrower convertible into equity securities of the Borrower, or amends any existing indebtedness convertible into equity securities of the Borrower, and such newly issued or amended indebtedness would have material terms that are materially more favorable, from the perspective of the Holder (the “Other Debt”), than the terms of this Note, then the Borrower will provide the Holder with written notice thereof within three (3) business days of any issuance of the Other Debt, together with a copy of all documentation relating to the Other Debt and, upon request of the Holder, any additional information related to the Other Debt as may be reasonably requested by the Holder. In the event the Holder determines that the terms of the Other Debt are materially more preferable to the terms of this Note, the Holder will notify the Borrower in writing within ten (10) business days following the Holder’s receipt of such notice from the Borrower. Promptly after receipt of such written notice from the Holder, but in any event within thirty (30) days, the Borrower will amend and restate this Note to reflect such terms of the Other Debt as selected by the Holder with such changes to be effective as of the issue date of the Other Debt.

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this on November 9, 2020.

[Signature Page to Convertible Secured Promissory Note]

Exhibit 10.68

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

AMENDED AND RESTATED CONVERTIBLE SECURED PROMISSORY NOTE

FOR VALUE RECEIVED, Investview, Inc., a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of DBR Capital, LLC, a Pennsylvania limited liability company, or its registered assigns (the “Holder”) the sum of $1,300,000 together with all accrued interest thereon as provided in this Note. The aggregate unpaid principal amount of the Note, all accrued and unpaid interest, and all other amounts payable under this Note shall be due and payable on April 27, 2030 (the “Maturity Date”), unless otherwise provided herein. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated as of April 27, 2020, pursuant to which this Note was originally issued, as amended by that certain Amended and Restated Securities Purchase Agreement, dated as of November 9, 2020 (the “Purchase Agreement”).

ARTICLE I. BASIC TERMS

1.1 Interest Rate. The unpaid principal balance of this Note shall bear interest at the rate of twenty percent (20%) per annum (the “Interest Rate”) from the date hereof (the “Issue Date”) until the same shall be paid in full, whether at maturity or upon acceleration or by prepayment or otherwise; provided that if the Borrower fails to make two or more Interest Payments (as defined herein) when due and payable, the Borrower shall pay interest on the unpaid principal balance hereof at the rate of twenty-five percent (25%) per annum (the “Penalty Interest Rate”) from the date of the second missed Interest Payment until the aggregate unpaid principal amounts of this Note shall be paid in full, whether at maturity or upon acceleration or by prepayment or otherwise. Interest shall be computed on the basis of a 360 day year and the actual number of days elapsed. Interest shall commence accruing on the Issue Date.

1.2 Payments. Interest shall be payable monthly in arrears to the Holder on the first (1^st) day of each month (each, a “Payment Date”) commencing on the first such proceeding month to occur after the Issue Date provided such date is at least 60 days after the Issue Date but in any event not later than February 1, 2021 (each, an “Interest Payment”). For the avoidance of doubt, the first Interest Payment shall include all accrued but unpaid interest from the Issue Date to the date of such Interest Payment. All payments due hereunder shall be made in lawful money of the United States of America. All payments shall be made at such address or to such account as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note.

1.3 Default Interest Rate. Upon the failure to pay any amount of principal or interest on this Note when due, this Note shall bear interest at the Interest Rate or Penalty Interest Rate, as applicable, plus five percent (5%) per annum from the due date thereof until the same is paid (“Default Interest”).

1.4 Prepayment. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein.

1.5 Security Documents. The Borrower’s performance of its obligations hereunder is secured by a first priority security interest in the collateral specified in that certain Security Agreement, dated as of May 15, 2020, by and among the Borrower, a Nevada Corporation, and SafeTek, LLC, a Utah Limited Liability Company, and the Holder, as modified by that certain Joinder to Security Agreement, to be entered into by and among the Borrower, each of the Borrower’s subsidiaries and the Holder, and that certain Pledge Agreement, dated as of November 9, 2020, by and among the Borrower, Mario Romano, Annette Raynor, Ryan Smith, Chad Miller and the Holder.

ARTICLE II. CONVERSION RIGHTS

2.1 Conversion Rights.

(a) Holder Conversion Right. The Holder shall have the right from time to time, and at any time during the period beginning on the Issue Date and ending on the Maturity Date, to convert all or any part of the outstanding and unpaid principal amount and any accrued and unpaid interest of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the Conversion Price (as defined below) determined as provided herein (a “Holder Conversion”). The number of shares of Common Stock to be issued upon each Holder Conversion shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect. The term “Conversion Amount” means, with respect to any Conversion (as defined below) of this Note, the sum of (1) the principal amount of this Note to be converted in such Conversion plus (2) accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note on the date of the Conversion, plus (3) Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2).

(b) Borrower Conversion Right. The Borrower shall have the right from time to time, for a period of ninety (90) days after a Conversion Trigger Date occurs, to convert all or any part of the outstanding and unpaid principal amount and any accrued and unpaid interest of this Note into fully paid and non-assessable shares of common stock of the Company (the “Common Stock”), as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the Conversion Price (a “Borrower Conversion” and, together with any Holder Conversion, a “Conversion”). The number of shares of Common Stock to be issued upon each Borrower Conversion of this Note shall be determined by dividing the Conversion Amount by the applicable Conversion Price then in effect. The term “Conversion Trigger Date” means the date on which both of the following conditions are satisfied (i) the Trading Price (as defined below) for the Common Stock is equal to or greater than the minimum trade price of $0.14 per share for ninety (90) consecutive Trading Days (as defined below) and (ii) the minimum average daily volume of the Common Stock is at least 1,000,000 shares per day during such ninety (90) consecutive Trading Day period commencing at least forty-two (42) months after the date on which the Fifth Note is issued. “Trading Price” means, 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 designated by the Holder (i.e. 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 or, if no lowest minimum trade price of such security is available in any of the foregoing manners, then such Borrower Conversion right shall be disallowed. “Trading Day” 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.

2.2 Conversion Price.

(a) Initial Conversion Price. The conversion price (subject to adjustment as set forth herein and other equitable adjustments by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, stock splits, reverse stock splits, recapitalization, reclassifications, extraordinary distributions and similar events, the “Conversion Price”) shall equal $0.007 per share of Common Stock.

(b) Adjustment to Conversion Price. If the Borrower shall, at any time or from time to time after the Issue Date, issue or sell any shares of Common Stock without consideration or for consideration per share less than the Conversion Price in effect immediately prior to such issuance or sale, then immediately upon such issuance or sale, the Conversion Price in effect immediately prior to such issuance or sale shall be reduced (and in no event increased) to a Conversion Price equal to the lowest price per share at which any share of Common Stock has been issued or sold, provided, that if such issuance or sale was without consideration, then the Company shall be deemed to have received an aggregate of $0.001 per share of consideration for such shares so issued or deemed to be issued.

2.3 Authorized Shares. The Borrower covenants that during the period the Conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note and each other Note to be issued pursuant to the Purchase Agreement, which the parties acknowledge equates currently to 1,571,428,574 shares of Common Stock (the “Reserved Amount”). The Reserved Amount shall be increased (or decreased with the written consent of the Holder) from time to time in accordance with the Borrower’s obligations hereunder. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure, including any stock split, reverse stock split or similar event, which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Note. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note.

If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.1(b) of the Note.

2.4 Delivery of Common Stock Upon Conversion.

(a) Upon receipt by (i) the Borrower from the Holder of a facsimile transmission or e-mail (or in accordance with the notice provisions in Section 4.2) of a notice of a Holder Conversion or (ii) the Holder from the Borrower of a facsimile transmission or e-mail (or in accordance with the notice provisions in Section 4.2) of a notice of a Borrower Conversion (each, a “Notice of Conversion”), the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such Conversion within two (2) business days after such receipt of the Notice of Conversion (the “Deadline”) in accordance with the terms hereof and the Purchase Agreement. Upon receipt by the Borrower or Holder, as applicable, of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such Conversion, and, unless the Borrower defaults on its obligations hereunder, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such Conversion. If the Holder or Borrower, as applicable, shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion.

(b) Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions set forth herein, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon a Conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.

2.5 Concerning the Shares. The shares of Common Stock issuable upon a Conversion of this Note may not be sold or transferred unless: (i) such shares are sold pursuant to an effective registration statement under the 1933 Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration (such as Rule 144 or a successor rule) (“Rule 144”); or (iii) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 2.5 and who is an “accredited investor” (as defined in Rule 501(a) of the SEC). Any restrictive legend on certificates representing shares of Common Stock issuable upon a Conversion of this Note shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if the Borrower or its transfer agent shall have received an opinion of counsel from Holder’s counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that (i) a public sale or transfer of such Common Stock may be made without registration under the 1933 Act, which opinion shall be accepted by the Borrower so that the sale or transfer is effected; or (ii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the 1933 Act; or (iii) otherwise may be sold pursuant to an exemption from registration. In the event that the Borrower does not reasonably accept the opinion of counsel provided by the Holder with respect to the transfer of Securities pursuant to an exemption from registration (such as Rule 144), at the Deadline, it will be considered an Event of Default pursuant to Section 3.1(b) of the Note.

2.6 Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (collectively, a “Distribution”), then the Holder of this Note shall be entitled to receive, at the time of such Distribution, the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon a Conversion of this Note had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

2.7 Mandatory Repurchase Option. In the event the Borrower proposes to issue and sell Common Stock or any other equity securities of the Borrower, or any instruments convertible into or exercisable for or exchangeable for Common Stock or other equity securities of the Borrower, to investors on or before the Maturity Date in an equity financing (a “Subsequent Financing”), the Borrower shall give the Holder written notice of the Subsequent Financing no less than thirty (30) Business Days prior to the closing of such Subsequent Financing. Promptly upon receipt of such notice, in the sole and absolute discretion of the Holder, the Holder may demand in writing payment by the Borrower to the Holder in an amount equal to 25% of the aggregate gross proceeds (net of out of pocket costs incurred in connection therewith) of the Subsequent Financing as a repurchase (in whole or in part) of this Note and each other Note issued pursuant to the Purchase Agreement at the Repurchase Price. As used herein, the “Repurchase Price” shall be the sum of (i) the aggregate amount of interest payable on the portion of the principal amount of such Note to be prepaid accruing from the date of the issuance thereof through the Maturity Date thereof, less the aggregate amount of interest paid in cash thereon through the date of, and immediately prior to, such repurchase and (ii) the principal amount thereof to be prepaid. Except as provided in this Section 2.7 (or by a Borrower Conversion as provided herein), this Note may not be redeemed by the Borrower at any time.

ARTICLE III. EVENTS OF DEFAULT AND REMEDIES

3.1 Events of Default. Each of the following is an “Event of Default” hereunder:

(a) Failure to Pay Principal and Interest. The Borrower (i) fails to pay the principal hereof or interest thereon when due on this Note, whether monthly, at maturity or upon acceleration, as applicable, and such breach continues for a period of ten (10) days from the due date or (ii) fails to make any payment when due on this Note more than twice in any rolling twelve (12) month period.

(b) Conversion and the Shares. The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder or the Borrower of their respective Conversion rights in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares of Common Stock issued to the Holder upon a Conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon a Conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon a Conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for two (2) business days after the receipt of the applicable Notice of Conversion. It is an obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an event of default of this Note, if a Conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a Conversion, such advanced funds shall be paid by the Borrower to the Holder within forty-eight (48) hours of a demand from the Holder.

(c) Breach of Covenants. The Borrower breaches any covenant or other term or condition contained in this Note and any Transaction Document.

(d) Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or misleading in any material respect when made, or Borrower knows with the passage of time that such representation or warranty of Borrower will become false or misleading in any material respect.

(e) Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

(f) Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.

(g) Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTC (which specifically includes the quotation platforms maintained by the OTC Markets Group) or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the New York Stock Exchange, or the American Stock Exchange.

(h) Failure to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.

(i) Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

(j) Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due.

(k) Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC at any time after the Issue Date for any date or period until this Note is no longer outstanding, if the result of such restatement would, by comparison to the un-restated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

(l) Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

(m) Unavailability of Rule 144. If, at any time on or after the date which is six (6) months after the Issue Date, the Holder is unable to (i) obtain a standard “144 legal opinion letter” from an attorney reasonably acceptable to the Holder, the Holder’s brokerage firm (and respective clearing firm), and the Borrower’s transfer agent in order to facilitate the Holder’s Conversion of any portion of the Note into free trading shares of the Borrower’s Common Stock pursuant to Rule 144, and (ii) thereupon deposit such shares into the Holder’s brokerage account.

(n) Change of Control. A Change of Control shall occur.

3.2 Acceleration; Exercise of Remedies.

(a) UPON THE OCCURRENCE AND DURING THE CONTINUATION OF ANY EVENT OF DEFAULT SPECIFIED IN CLAUSE (b), (e), (f), (i), OR (m), THE NOTE SHALL BECOME IMMEDIATELY DUE AND PAYABLE AT THE REPURCHASE PRICE. Upon the occurrence and during the continuation of any Event of Default specified in Clauses (a), (c), (d), (g), (h), (j), (k), (l) and/or (n), exercisable through the delivery of written notice to the Borrower by such Holders, and all other amounts payable hereunder shall immediately become due and payable at the Repurchase Price, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

(b) If an Event of Default occurs and is continuing, Holder may pursue any available remedy to collect the payment of principal, premium and interest on the Notes at the Repurchase Price or to enforce the performance of any provision of the Notes, the Purchase Agreement or the Security Agreement.

ARTICLE IV. MISCELLANEOUS

4.1 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

4.2 Notices. 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 4.2. 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 receipt of mailing. The addresses for such communications shall be:

If to the Borrower, to:

Investview, Inc.

234 Industrial Way West

Building A, Suite 202

Eatontown, NJ 07724

Attention: Joseph Cammarata, CEO and Mario Romano

With a copy to:

Michael Best & Friedrich LLP

170 South Main Street, Suite 1000

Salt Lake City, UT 84101

Attention: Kevin C. Timken

If to the Holder:

DBR Capital, LLC

1645 Kecks Road

Breinigsville, PA 18031

With a copy to:

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103

Attention: Michael J. Pedrick

The addresses of the parties set forth above may be changed from time to time by a party by Notice to the other in accordance with the notice provisions as set forth herein this Section 4.2.

4.3 Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by both the Borrower and the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.

4.4 Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the SEC). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement; and may be assigned by the Holder without the consent of the Borrower. The Borrower may not assign or transfer this Note or any of its rights hereunder without the prior written consent of the Holder.

4.5 Cost of Collection. Upon the occurrence of any Event of Default, the Borrower shall pay the Holder hereof all costs and expenses of collection, including reasonable attorneys’ fees.

4.6 Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of New York or in the federal courts located in the state of New York. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute, rule of law or as determined by a court of competent jurisdiction, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute, rule of law or as a court of competent jurisdiction shall determine was the intent of the parties. Any such provision which may prove invalid or unenforceable under any statute, rule of law or as determined by a court of competent jurisdiction shall be stricken from this Note or any other agreement delivered in connection herewith and shall not affect the validity or enforceability of this Note or any other provision of any agreement delivered in connection herewith. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note, any agreement or any other document delivered in connection with this Note by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

4.7 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

4.8 Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

4.9 Most Favored Nations. If, while this Note is outstanding, the Borrower issues other indebtedness (excluding trade payables incurred in the ordinary course of business and indebtedness for borrowed money owing to a bank or similar financial institution) of the Borrower convertible into equity securities of the Borrower, or amends any existing indebtedness convertible into equity securities of the Borrower, and such newly issued or amended indebtedness would have material terms that are materially more favorable, from the perspective of the Holder (the “Other Debt”), than the terms of this Note, then the Borrower will provide the Holder with written notice thereof within three (3) business days of any issuance of the Other Debt, together with a copy of all documentation relating to the Other Debt and, upon request of the Holder, any additional information related to the Other Debt as may be reasonably requested by the Holder. In the event the Holder determines that the terms of the Other Debt are materially more preferable to the terms of this Note, the Holder will notify the Borrower in writing within ten (10) business days following the Holder’s receipt of such notice from the Borrower. Promptly after receipt of such written notice from the Holder, but in any event within thirty (30) days, the Borrower will amend and restate this Note to reflect such terms of the Other Debt as selected by the Holder with such changes to be effective as of the issue date of the Other Debt.

4.10 Amendment and Restatement. This Note is a replacement note which supersedes, as of the date hereof, in its entirety the Convertible Secured Promissory Note, dated April 27, 2020, in the original principal amount of $1,300,000, executed by the Borrower in favor of the Holder (the “Previous Note”). It is the intention of the Borrower and the Holder that while this Note replaces the Previous Note, it is not in payment or satisfaction of the Previous Note, but rather is the substitution of one evidence of debt for another without any intent to extinguish such debt. Any interest that has accrued and remains unpaid with respect to the Previous Note shall be paid pursuant to the terms hereof.

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this on November 9, 2020.

Investview, Inc.

Acknowledged and Agreed:

HOLDER:

DBR CAPITAL, LLC

[Signature Page to Convertible Secured Promissory Note]

Exhibit 10.69

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

AMENDED AND RESTATED CONVERTIBLE SECURED PROMISSORY NOTE

FOR VALUE RECEIVED, Investview, Inc., a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of DBR Capital, LLC, a Pennsylvania limited liability company, or its registered assigns (the “Holder”) the sum of $700,000 together with all accrued interest thereon as provided in this Note. The aggregate unpaid principal amount of the Note, all accrued and unpaid interest, and all other amounts payable under this Note shall be due and payable on April 27, 2030 (the “Maturity Date”), unless otherwise provided herein. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated as of April 27, 2020, pursuant to which this Note was originally issued, as amended by that certain Amended and Restated Securities Purchase Agreement, dated as of November 9, 2020 (the “Purchase Agreement”).

ARTICLE I. BASIC TERMS

1.1 Interest Rate. The unpaid principal balance of this Note shall bear interest at the rate of twenty percent (20%) per annum (the “Interest Rate”) from the date hereof (the “Issue Date”) until the same shall be paid in full, whether at maturity or upon acceleration or by prepayment or otherwise; provided that if the Borrower fails to make two or more Interest Payments (as defined herein) when due and payable, the Borrower shall pay interest on the unpaid principal balance hereof at the rate of twenty-five percent (25%) per annum (the “Penalty Interest Rate”) from the date of the second missed Interest Payment until the aggregate unpaid principal amounts of this Note shall be paid in full, whether at maturity or upon acceleration or by prepayment or otherwise. Interest shall be computed on the basis of a 360 day year and the actual number of days elapsed. Interest shall commence accruing on the Issue Date.

1.2 Payments. Interest shall be payable monthly in arrears to the Holder on the first (1^st) day of each month (each, a “Payment Date”) commencing on the first such proceeding month to occur after the Issue Date provided such date is at least 60 days after the Issue Date but in any event not later than February 1, 2021 (each, an “Interest Payment”). For the avoidance of doubt, the first Interest Payment shall include all accrued but unpaid interest from the Issue Date to the date of such Interest Payment. All payments due hereunder shall be made in lawful money of the United States of America. All payments shall be made at such address or to such account as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note.

1.3 Default Interest Rate. Upon the failure to pay any amount of principal or interest on this Note when due, this Note shall bear interest at the Interest Rate or Penalty Interest Rate, as applicable, plus five percent (5%) per annum from the due date thereof until the same is paid (“Default Interest”).

1.4 Prepayment. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein.

1.5 Security Documents. The Borrower’s performance of its obligations hereunder is secured by a first priority security interest in the collateral specified in that certain Security Agreement, dated as of May 15, 2020, by and among the Borrower, a Nevada Corporation, and SafeTek, LLC, a Utah Limited Liability Company, and the Holder, as modified by that certain Joinder to Security Agreement, to be entered into by and among the Borrower, each of the Borrower’s subsidiaries and the Holder, and that certain Pledge Agreement, dated as of November 9, 2020, by and among the Borrower, Mario Romano, Annette Raynor, Ryan Smith, Chad Miller and the Holder.

ARTICLE II. CONVERSION RIGHTS

2.1 Conversion Rights.

(a) Holder Conversion Right. The Holder shall have the right from time to time, and at any time during the period beginning on the Issue Date and ending on the Maturity Date, to convert all or any part of the outstanding and unpaid principal amount and any accrued and unpaid interest of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the Conversion Price (as defined below) determined as provided herein (a “Holder Conversion”). The number of shares of Common Stock to be issued upon each Holder Conversion shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect. The term “Conversion Amount” means, with respect to any Conversion (as defined below) of this Note, the sum of (1) the principal amount of this Note to be converted in such Conversion plus (2) accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note on the date of the Conversion, plus (3) Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2).

(b) Borrower Conversion Right. The Borrower shall have the right from time to time, for a period of ninety (90) days after a Conversion Trigger Date occurs, to convert all or any part of the outstanding and unpaid principal amount and any accrued and unpaid interest of this Note into fully paid and non-assessable shares of common stock of the Company (the “Common Stock”), as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the Conversion Price (a “Borrower Conversion” and, together with any Holder Conversion, a “Conversion”). The number of shares of Common Stock to be issued upon each Borrower Conversion of this Note shall be determined by dividing the Conversion Amount by the applicable Conversion Price then in effect. The term “Conversion Trigger Date” means the date on which both of the following conditions are satisfied (i) the Trading Price (as defined below) for the Common Stock is equal to or greater than the minimum trade price of $0.14 per share for ninety (90) consecutive Trading Days (as defined below) and (ii) the minimum average daily volume of the Common Stock is at least 1,000,000 shares per day during such ninety (90) consecutive Trading Day period commencing at least forty-two (42) months after the date on which the Fifth Note is issued. “Trading Price” means, 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 designated by the Holder (i.e. 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 or, if no lowest minimum trade price of such security is available in any of the foregoing manners, then such Borrower Conversion right shall be disallowed. “Trading Day” 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.

2.2 Conversion Price.

(a) Initial Conversion Price. The conversion price (subject to adjustment as set forth herein and other equitable adjustments by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, stock splits, reverse stock splits, recapitalization, reclassifications, extraordinary distributions and similar events, the “Conversion Price”) shall equal $0.007 per share of Common Stock.

(b) Adjustment to Conversion Price. If the Borrower shall, at any time or from time to time after the Issue Date, issue or sell any shares of Common Stock without consideration or for consideration per share less than the Conversion Price in effect immediately prior to such issuance or sale, then immediately upon such issuance or sale, the Conversion Price in effect immediately prior to such issuance or sale shall be reduced (and in no event increased) to a Conversion Price equal to the lowest price per share at which any share of Common Stock has been issued or sold, provided, that if such issuance or sale was without consideration, then the Company shall be deemed to have received an aggregate of $0.001 per share of consideration for such shares so issued or deemed to be issued.

2.3 Authorized Shares. The Borrower covenants that during the period the Conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note and each other Note to be issued pursuant to the Purchase Agreement, which the parties acknowledge equates currently to 1,571,428,574 shares of Common Stock (the “Reserved Amount”). The Reserved Amount shall be increased (or decreased with the written consent of the Holder) from time to time in accordance with the Borrower’s obligations hereunder. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure, including any stock split, reverse stock split or similar event, which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Note. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note.

If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.1(b) of the Note.

2.4 Delivery of Common Stock Upon Conversion.

(a) Upon receipt by (i) the Borrower from the Holder of a facsimile transmission or e-mail (or in accordance with the notice provisions in Section 4.2) of a notice of a Holder Conversion or (ii) the Holder from the Borrower of a facsimile transmission or e-mail (or in accordance with the notice provisions in Section 4.2) of a notice of a Borrower Conversion (each, a “Notice of Conversion”), the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such Conversion within two (2) business days after such receipt of the Notice of Conversion (the “Deadline”) in accordance with the terms hereof and the Purchase Agreement. Upon receipt by the Borrower or Holder, as applicable, of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such Conversion, and, unless the Borrower defaults on its obligations hereunder, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such Conversion. If the Holder or Borrower, as applicable, shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion.

(b) Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions set forth herein, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon a Conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.

2.5 Concerning the Shares. The shares of Common Stock issuable upon a Conversion of this Note may not be sold or transferred unless: (i) such shares are sold pursuant to an effective registration statement under the 1933 Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration (such as Rule 144 or a successor rule) (“Rule 144”); or (iii) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 2.5 and who is an “accredited investor” (as defined in Rule 501(a) of the SEC). Any restrictive legend on certificates representing shares of Common Stock issuable upon a Conversion of this Note shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if the Borrower or its transfer agent shall have received an opinion of counsel from Holder’s counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that (i) a public sale or transfer of such Common Stock may be made without registration under the 1933 Act, which opinion shall be accepted by the Borrower so that the sale or transfer is effected; or (ii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the 1933 Act; or (iii) otherwise may be sold pursuant to an exemption from registration. In the event that the Borrower does not reasonably accept the opinion of counsel provided by the Holder with respect to the transfer of Securities pursuant to an exemption from registration (such as Rule 144), at the Deadline, it will be considered an Event of Default pursuant to Section 3.1(b) of the Note.

2.6 Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (collectively, a “Distribution”), then the Holder of this Note shall be entitled to receive, at the time of such Distribution, the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon a Conversion of this Note had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

2.7 Mandatory Repurchase Option. In the event the Borrower proposes to issue and sell Common Stock or any other equity securities of the Borrower, or any instruments convertible into or exercisable for or exchangeable for Common Stock or other equity securities of the Borrower, to investors on or before the Maturity Date in an equity financing (a “Subsequent Financing”), the Borrower shall give the Holder written notice of the Subsequent Financing no less than thirty (30) Business Days prior to the closing of such Subsequent Financing. Promptly upon receipt of such notice, in the sole and absolute discretion of the Holder, the Holder may demand in writing payment by the Borrower to the Holder in an amount equal to 25% of the aggregate gross proceeds (net of out of pocket costs incurred in connection therewith) of the Subsequent Financing as a repurchase (in whole or in part) of this Note and each other Note issued pursuant to the Purchase Agreement at the Repurchase Price. As used herein, the “Repurchase Price” shall be the sum of (i) the aggregate amount of interest payable on the portion of the principal amount of such Note to be prepaid accruing from the date of the issuance thereof through the Maturity Date thereof, less the aggregate amount of interest paid in cash thereon through the date of, and immediately prior to, such repurchase and (ii) the principal amount thereof to be prepaid. Except as provided in this Section 2.7 (or by a Borrower Conversion as provided herein), this Note may not be redeemed by the Borrower at any time.

ARTICLE III. EVENTS OF DEFAULT AND REMEDIES

3.1 Events of Default. Each of the following is an “Event of Default” hereunder:

(a) Failure to Pay Principal and Interest. The Borrower (i) fails to pay the principal hereof or interest thereon when due on this Note, whether monthly, at maturity or upon acceleration, as applicable, and such breach continues for a period of ten (10) days from the due date or (ii) fails to make any payment when due on this Note more than twice in any rolling twelve (12) month period.

(b) Conversion and the Shares. The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder or the Borrower of their respective Conversion rights in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares of Common Stock issued to the Holder upon a Conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon a Conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon a Conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for two (2) business days after the receipt of the applicable Notice of Conversion. It is an obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an event of default of this Note, if a Conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a Conversion, such advanced funds shall be paid by the Borrower to the Holder within forty-eight (48) hours of a demand from the Holder.

(c) Breach of Covenants. The Borrower breaches any covenant or other term or condition contained in this Note and any Transaction Document.

(d) Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or misleading in any material respect when made, or Borrower knows with the passage of time that such representation or warranty of Borrower will become false or misleading in any material respect.

(e) Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

(f) Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.

(g) Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTC (which specifically includes the quotation platforms maintained by the OTC Markets Group) or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the New York Stock Exchange, or the American Stock Exchange.

(h) Failure to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.

(i) Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

(j) Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due.

(k) Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC at any time after the Issue Date for any date or period until this Note is no longer outstanding, if the result of such restatement would, by comparison to the un-restated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

(l) Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

(m) Unavailability of Rule 144. If, at any time on or after the date which is six (6) months after the Issue Date, the Holder is unable to (i) obtain a standard “144 legal opinion letter” from an attorney reasonably acceptable to the Holder, the Holder’s brokerage firm (and respective clearing firm), and the Borrower’s transfer agent in order to facilitate the Holder’s Conversion of any portion of the Note into free trading shares of the Borrower’s Common Stock pursuant to Rule 144, and (ii) thereupon deposit such shares into the Holder’s brokerage account.

(n) Change of Control. A Change of Control shall occur.

3.2 Acceleration; Exercise of Remedies.

(a) UPON THE OCCURRENCE AND DURING THE CONTINUATION OF ANY EVENT OF DEFAULT SPECIFIED IN CLAUSE (b), (e), (f), (i), OR (m), THE NOTE SHALL BECOME IMMEDIATELY DUE AND PAYABLE AT THE REPURCHASE PRICE. Upon the occurrence and during the continuation of any Event of Default specified in Clauses (a), (c), (d), (g), (h), (j), (k), (l) and/or (n), exercisable through the delivery of written notice to the Borrower by such Holders, and all other amounts payable hereunder shall immediately become due and payable at the Repurchase Price, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

(b) If an Event of Default occurs and is continuing, Holder may pursue any available remedy to collect the payment of principal, premium and interest on the Notes at the Repurchase Price or to enforce the performance of any provision of the Notes, the Purchase Agreement or the Security Agreement.

ARTICLE IV. MISCELLANEOUS

4.1 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

4.2 Notices. 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 4.2. 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 receipt of mailing. The addresses for such communications shall be:

If to the Borrower, to:

Investview, Inc.

234 Industrial Way West

Building A, Suite 202

Eatontown, NJ 07724

Attention: Joseph Cammarata, CEO and Mario Romano

With a copy to:

Michael Best & Friedrich LLP

170 South Main Street, Suite 1000

Salt Lake City, UT 84101

Attention: Kevin C. Timken

If to the Holder:

DBR Capital, LLC

1645 Kecks Road

Breinigsville, PA 18031

With a copy to:

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103

Attention: Michael J. Pedrick

The addresses of the parties set forth above may be changed from time to time by a party by Notice to the other in accordance with the notice provisions as set forth herein this Section 4.2.

4.3 Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by both the Borrower and the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.

4.4 Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the SEC). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement; and may be assigned by the Holder without the consent of the Borrower. The Borrower may not assign or transfer this Note or any of its rights hereunder without the prior written consent of the Holder.

4.5 Cost of Collection. Upon the occurrence of any Event of Default, the Borrower shall pay the Holder hereof all costs and expenses of collection, including reasonable attorneys’ fees.

4.6 Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of New York or in the federal courts located in the state of New York. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute, rule of law or as determined by a court of competent jurisdiction, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute, rule of law or as a court of competent jurisdiction shall determine was the intent of the parties. Any such provision which may prove invalid or unenforceable under any statute, rule of law or as determined by a court of competent jurisdiction shall be stricken from this Note or any other agreement delivered in connection herewith and shall not affect the validity or enforceability of this Note or any other provision of any agreement delivered in connection herewith. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note, any agreement or any other document delivered in connection with this Note by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

4.7 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

4.8 Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

4.9 Most Favored Nations. If, while this Note is outstanding, the Borrower issues other indebtedness (excluding trade payables incurred in the ordinary course of business and indebtedness for borrowed money owing to a bank or similar financial institution) of the Borrower convertible into equity securities of the Borrower, or amends any existing indebtedness convertible into equity securities of the Borrower, and such newly issued or amended indebtedness would have material terms that are materially more favorable, from the perspective of the Holder (the “Other Debt”), than the terms of this Note, then the Borrower will provide the Holder with written notice thereof within three (3) business days of any issuance of the Other Debt, together with a copy of all documentation relating to the Other Debt and, upon request of the Holder, any additional information related to the Other Debt as may be reasonably requested by the Holder. In the event the Holder determines that the terms of the Other Debt are materially more preferable to the terms of this Note, the Holder will notify the Borrower in writing within ten (10) business days following the Holder’s receipt of such notice from the Borrower. Promptly after receipt of such written notice from the Holder, but in any event within thirty (30) days, the Borrower will amend and restate this Note to reflect such terms of the Other Debt as selected by the Holder with such changes to be effective as of the issue date of the Other Debt.

4.10 Amendment and Restatement. This Note is a replacement note which supersedes, as of the date hereof, in its entirety the Convertible Secured Promissory Note, dated May 27, 2020, in the original principal amount of $700,000, executed by the Borrower in favor of the Holder (the “Previous Note”). It is the intention of the Borrower and the Holder that while this Note replaces the Previous Note, it is not in payment or satisfaction of the Previous Note, but rather is the substitution of one evidence of debt for another without any intent to extinguish such debt. Any interest that has accrued and remains unpaid with respect to the Previous Note shall be paid pursuant to the terms hereof.

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer on this November 9, 2020.

Investview, Inc.

Email: joe@investview.com

Acknowledged and Agreed:

HOLDER:

DBR CAPITAL, LLC

[Signature Page to Convertible Secured Promissory Note]

Exhibit 10.70

INVESTVIEW, INC.

FIRST AMENDMENT TO INVESTOR RIGHTS AGREEMENT

This First Amendment (this “Amendment”) to that certain Investor Rights Agreement (the “Rights Agreement”) dated as of April 27, 2020, by and between Investview, Inc., a Nevada corporation (the “Company”) and DBR Capital, LLC, a Pennsylvania limited liability company (the “Investor”) is made as of November 9th, 2020, by and between the Company and the Investor.

RECITALS

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

WHEREAS, the Company and the Investor each desire to amend the Rights Agreement pursuant to Section 6.5 of the Rights 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 1.14 shall be deemed amended and restated in its entirety as follows:

1.14 “Investor Director” means each of the directors of the Company designated by the Investor pursuant to Sections 1.2(a) and 1.2(c), as applicable of the Voting Agreement.

1.2 Section 1.25 shall be deemed amended and restated in its entirety as follows:

1.25 “Voting Agreement” means that certain Voting Agreement, dated as of the date hereof, by and among the Company, the Investor and the other parties thereto, as amended.

1.3 Section 5.3 shall be deemed amended and restated in its entirety as follows:

5.3 Matters Requiring Investor Director Approval. So long as the Investor is entitled to designate an Investor Director, the Company hereby covenants and agrees with the Investor that it shall not, without approval of the Board of Directors, which approval must include the affirmative vote of at least one Investor Director, which Investor Director shall be David Rothrock if he is then an Investor Director:

(a) liquidate, dissolve or wind-up the business and affairs of the Company, effect any merger or consolidation, any sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, of all or substantially all the assets of the Company, or any other similar transaction, or consent to any of the foregoing;

(b) amend, alter or repeal any provision of the Certificate of Incorporation or Bylaws of the Company;

(c) create, or authorize the creation of, or issue or obligate itself to issue shares of, any additional class or series of capital stock, or increase the authorized number of shares of any additional class or series of capital stock of the Company;

(d) purchase or redeem (or permit any subsidiary to purchase or redeem) or pay or declare any dividend or make any distribution on, any shares of capital stock of the Company other than repurchases of stock from former employees, officers, directors, consultants or other persons who performed services for the Company or any subsidiary in connection with the cessation of such employment or service at the lower of the original purchase price or the then-current fair market value thereof;

(e) create, or authorize the creation of, or issue, or authorize the issuance of any debt security or create any lien or security interest (except for purchase money liens or statutory liens of landlords, mechanics, materialmen, workmen, warehousemen and other similar persons arising or incurred in the ordinary course of business) or incur other indebtedness for borrowed money, including but not limited to obligations and contingent obligations under guarantees, or permit any subsidiary to take any such action with respect to any debt security lien, security interest or other indebtedness for borrowed money, other than equipment leases or trade payables incurred in the ordinary course of business;

(f) create, or hold capital stock in, any subsidiary that is not wholly owned (either directly or through one or more other subsidiaries) by the Company, or permit any subsidiary to create, or authorize the creation of, or issue or obligate itself to issue, any shares of any class or series of capital stock, or sell, transfer or otherwise dispose of any capital stock of any direct or indirect subsidiary of the Company, or permit any direct or indirect subsidiary to sell, lease, transfer, exclusively license or otherwise dispose (in a single transaction or series of related transactions) of all or substantially all of the assets of such subsidiary;

(g) increase or decrease the authorized number of directors constituting the Board of Directors;

(h) make any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity other than subsidiaries existing on the date hereof;

(i) make any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board of Directors which includes the affirmative vote of at least one Investor Director;

(j) guarantee, directly or indirectly, any indebtedness except for trade accounts of the Company or any subsidiary arising in the ordinary course of business;

(k) otherwise enter into or be a party to any transaction with any director, officer, or employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, including without limitation any “management bonus” or similar plan providing payments to employees in connection with a change of control, except for transactions contemplated by this Agreement and transactions made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by the Investor Directors;

(l) enter into any agreement or engage in any transaction with a value (whether payable to or by the Company) in excess of $25,000;

(m) hire, terminate, or change the compensation of the executive officers, member of the Board of Directors or Key Employees, including approving any option grants or stock awards to executive officers, members of the Board of Directors or Key Employees;

(n) change the principal business of the Company, enter new lines of business, or exit the current line of business;

(o) sell, assign, license, pledge, or encumber any assets of the Company, including but not limited to technology, software, patents or intellectual property, other than sales of inventory in the ordinary course of business and licenses granted in the ordinary course of business;

(p) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets greater than $25,000;

(q) alter the Company’s tax status or make any material determination with respect to the Company’s tax obligations;

(r) effect transfers, including transfers of cash or assets, or enter into any agreement or engage in any other transaction between the Company and any Company subsidiary or between Company subsidiaries;

(s) make any change or determination with respect to any material or adverse compliance matters, or take any action that materially or adversely affects the Company’s compliance regime;

(t) make any change or determination with respect to any material or adverse regulatory or reporting matters of the Company, or take any action that materially or adversely affects the Company’s regulatory or reporting regime, or settle any material litigation or dispute;

(u) permit any subsidiary to do any of the foregoing;

(v) or take any other action as shall come before the Board of Directors.

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

1.5 Sections 6.1 through 6.3, 6.6, 6.8 through 6.13 of the Rights Agreement shall be deemed incorporated by reference to this Amendment as applied mutatis mutandis.

The parties are signing this First Amendment to Investor Rights Agreement as of the date stated in the introductory clause.

Exhibit 10.71

INVESTVIEW, INC.

FIRST AMENDMENT TO VOTING AGREEMENT

This First Amendment (this “Amendment”) to that certain Voting Agreement (the “Voting Agreement”) dated as of April 27, 2020, by and among Investview, Inc., a Nevada corporation (the “Company”), DBR Capital, LLC, a Pennsylvania limited liability company (the “Investor”), and those certain stockholders of the Company listed on Schedule A thereto (the “Key Holders”) is made as of November 9, 2020, by and among the Company, the Investor, and the Key Holders listed on Schedule A hereto.

RECITALS

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

WHEREAS, (i) the Company, (ii) the Investor and (iii) the Key Holders who collectively hold a majority of the Shares currently held by all Key Holders each desire to amend the Voting Agreement pursuant to Section 5.7 of the Voting 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 1.1 shall be deemed amended and restated in its entirety as follows:

1.1 Size of the Board. Each Key Holder agrees to vote, or cause to be voted, all Shares (as defined below) owned by such Key Holder, or over which such Key Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that the size of the Board shall be set and remain at seven (7) directors. For purposes of this Agreement, the term “Shares” shall mean and include any securities of the Company that the holders of which are entitled to vote for members of the Board, including without limitation, all shares of Common Stock and Preferred Stock, by whatever name called, now owned or subsequently acquired by a Stockholder, however acquired, whether through stock splits, purchases stock dividends, reclassifications, recapitalizations, similar events or otherwise.

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

1.2 Board Composition. Each Key Holder agrees to vote, or cause to be voted, all Shares owned by such Key Holder, or over which such Key Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders the following persons shall be elected to the Board:

(a) Four (4) persons designated from time to time by the Investor (the “Investor Directors”), for so long as the Investor and its Affiliates (as defined below) continue to own beneficially the Convertible Note or any other securities of the Company, as follows:

(b) Three (3) persons designated from time to time by the remaining members of the Board (excluding the Investor Directors) (the “Company Directors”), which individuals shall initially be Joe Cammarata, Annette Raynor and Mario Romano.

(c) Notwithstanding the foregoing, if at any time and from time to time an Event of Default (as defined in the Convertible Notes) occurs and is continuing, for such period of time, after giving effect to Subsection 1.4(a), below, in addition to the four (4) persons elected pursuant to Subsection 1.2(a) above, the addition of three persons designated from time to time by the Investor (such that, for the avoidance of doubt, all directors shall be designated by the Investor), for so long as the Investor and its Affiliates (as defined below) continue to own beneficially the Convertible Note or any other securities of the Company.

(d) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

1.3 Section 1.4 shall be deemed amended and restated in its entirety as follows:

1.4 Removal of Board Members. Each Key Holder also agrees to vote, or cause to be voted, all Shares owned by such Key Holder, or over which such Key Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that:

(a) if at any time and from time to time an Event of Default (as defined in the Convertible Notes) occurs, the Company Directors shall be removed from office and such seats shall be filled pursuant to Subsection 1.2(c), above;

(b) notwithstanding the foregoing, no director elected pursuant to Subsections 1.2 or 1.3 of this Agreement may be removed from office unless (i) such removal is directed or approved by the affirmative vote of the Person(s) entitled under Subsection 1.2 to designate that director; or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Subsection 1.2 is no longer so entitled to designate or approve such director;

(c) any vacancies created by the resignation, removal or death of a director elected pursuant to Subsections 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and

(d) upon the request of any party entitled to designate a director as provided in Subsection 1.2(a) or 1.2(b) to remove such director, such director shall be removed.

All Key Holders agree to execute any written consents required to perform the obligations of this Section 1, and the Company agrees at the request of any Person or Group entitled to designate directors to call a special meeting of stockholders for the purpose of electing directors.

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

1.5 Sections 5.3 through 5.5, 5.9, 5.10, and 5.14 through 5.16 of the Voting 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 Voting Agreement as of the date stated in the introductory clause.

(Signature page to First Amendment to Voting Agreement)

(Signature page to First Amendment to Voting Agreement)

(Signature page to First Amendment to Voting Agreement)

Schedule A

Key Holders

CR Capital Holdings LLC

Chad Miller

Ryan Smith

Wealth Engineering LLC

Annette Raynor

Mario Romano

PB Trade LLC

Joseph Cammarata

William C. Kosoff

Brian Mcmullen

Jayme McWidner (CFO)

John Tabacco

The Token Team LLC

Chad Garner

DBR Capital LLC

Exhibit 10.72

GUARANTY AND COLLATERAL AGREEMENT

dated as of May 15, 2020

among

INVESTVIEW, INC.

and

SAFETEK, LLC,
as Grantors,

and

DBR CAPITAL, LLC,
as the Holder

GUARANTY AND COLLATERAL AGREEMENT

THIS GUARANTY AND COLLATERAL AGREEMENT dated as of May 15, 2020 (this “Agreement”) is entered into among (i) INVESTVIEW, INC., a Nevada corporation (the “Issuer”) and (ii) SAFETEK, LLC, a Utah limited liability company (the “Guarantor” and together with the Issuer, collectively the “Grantors” and each a “Grantor”, and together with the Pledgors (as defined below), collectively the “Companies” and each a “Company”) in favor of DBR CAPITAL, LLC, a Pennsylvania limited liability company (the “Holder”).

The Holder has agreed to purchase from the Issuer one or more Notes pursuant to the Purchase Agreement. The Guarantor is a wholly owned subsidiary of the Issuer. The Companies are engaged in interrelated businesses, and each Company will derive substantial direct and indirect benefit from the purchase of the Note(s) pursuant to the Purchase Agreement. It is a condition precedent to the Holder entering into the Purchase Agreement and the purchase of the Note(s) pursuant thereto that the Companies shall have executed and delivered this Agreement to the Holder.

In consideration of the premises and to induce the Holder to enter into the Purchase Agreement and to induce the Holder to purchase the Notes thereunder, each Company hereby agrees with the Holder as follows:

SECTION 1 DEFINITIONS.

1.1 Unless otherwise defined herein, terms defined in the Purchase Agreement and used herein shall have the meanings given to them in the Purchase Agreement, and the following terms are used herein as defined in the UCC: Account Debtors, Accounts, Certificated Security, Commercial Tort Claims, Deposit Accounts, Documents, Electronic Chattel Paper, Equipment, Farm Products, Goods, Health Care Insurance Receivables, Instruments, Inventory, Leases, Letter-of-Credit Rights, Money, Payment Intangibles, Supporting Obligations, Tangible Chattel Paper. The term “including” is not limiting and means “including without limitation.”

1.2 When used herein the following terms shall have the following meanings:

“Ancillary Agreements” means, collectively, the Investor Rights Agreement, the Voting Agreement, and any other agreement contemplated pursuant thereto or pursuant to this Agreement or the Loan Documents.

“Bankruptcy Code” means Title 11 of the United States Code (11 U.S.C. § 101 et. seq.) or any replacement or supplemental federal statute dealing with the bankruptcy of debtors.

“Chattel Paper” means all “chattel paper” as such term is defined in Section 9-102(a)(11) of the UCC and, in any event, including with respect to any Grantor, all Electronic Chattel Paper and Tangible Chattel Paper.

“Collateral” means (a) all of the personal property now owned or at any time hereafter acquired by any Grantor or in which any Grantor now has or at any time in the future may acquire any right, title or interest, including all of each Grantor’s Accounts, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Documents, Equipment, Fixtures, General Intangibles, Health Care Insurance Receivables, Farm Products, Goods, Instruments, Intellectual Property, Inventory, Investment Property, Leases, Letter-of-Credit Rights, Money, Supporting Obligations and Identified Claims, (b) all books and records pertaining to any of the foregoing, (c) all Proceeds and products of any of the foregoing, and (d) all collateral security and guaranties given by any Person with respect to any of the foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Agreement, the term “Collateral” (including all of the individual items comprising Collateral) shall not include any Excluded Assets. Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part thereof.

“Copyrights” means all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished, including those listed on Schedule 5, all registrations and recordings thereof, and all applications in connection therewith, including all registrations, recordings and applications in the United States Copyright Office, and the right to obtain all renewals of any of the foregoing.

“Equity Interests” means any security, share, unit, partnership interest, membership interest, ownership interest, equity interest, option, warrant, participation, equity security or analogous interest (regardless of how designated) of or in a corporation, partnership, limited partnership, limited liability company, business trust or other entity, of whatever nature, type, series or class, whether voting or nonvoting, certificated or uncertificated, common or preferred, and all rights and privileges incident thereto.

“Event of Default” means any “Event of Default” defined in any Note then issued and outstanding.

“Excluded Assets” means (a) any Grantor’s rights in any permit, license, contract, lease or other agreement to which such Grantor is a party with a Person that is not an Affiliate, but only to the extent that (and in each case only for so long as) a grant of a security interest to the Holder in such rights is prohibited by any anti-assignment provision therein or is prohibited by, or constitutes a breach or default under or results in the termination of or gives rise to a right on the part of the parties thereto other than a Grantor or a Subsidiary of a Grantor to terminate such permit, license, contract, lease or other agreement (or requires the consent of any party thereto other than a Grantor or a Subsidiary of a Grantor), except in each case to the extent that such anti-assignment provisions or the terms in such permit, license, contract, lease or other agreement providing for such prohibition, breach, default, termination, right of termination or consent are ineffective or rendered unenforceable under the applicable anti-assignment provisions of the UCC or other applicable law, (b) any property owned by a Grantor on the date hereof or hereafter acquired that is subject to a Lien securing a purchase money or capital lease obligation permitted to be incurred as a Permitted Lien if (and in each case only for so long as) the contract or other agreement in which such Lien is granted (or the documentation providing for such purchase money or capital lease obligation) prohibits the creation of any other Lien on such property, except to the extent that the terms in such contract or other agreement providing for such prohibition is ineffective or rendered unenforceable under the applicable anti-assignment provisions of the UCC or other applicable law, (c) solely to the extent, if any, that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law, then any applications filed in the United States Patent and Trademark Office to register trademarks or service marks on the basis of any Grantor’s “intent to use” such trademarks or service marks unless and until the filing of a “Statement of Use” or “Amendment to Allege Use” has been filed and accepted, whereupon such applications shall be automatically subject to the security interest granted herein, and (d) any asset with respect to which the Holder shall have determined in its sole and absolute discretion (in consultation with the applicable Grantor) that the burden or cost of obtaining a security interest or Lien in such asset is excessive in relation to the value of the security to be afforded thereby; provided, however, that, notwithstanding anything contained herein to the contrary, a security interest, Lien, pledge and collateral assignment and transfer shall be, and is hereby, granted in (A) any property immediately upon such property ceasing to be Excluded Assets, and (B) any and all proceeds, products, substitutions and replacements of Excluded Assets to the extent such proceeds, products, substitutions and replacements do not themselves constitute Excluded Assets.

“Fixtures” means “fixtures” as such term is defined in Section 9-102(a)(41) of the UCC and, in any event, including, with respect to any Grantor, all of the following, whether now owned or hereafter acquired by a Grantor: plant fixtures, business fixtures, other fixtures and storage facilities, wherever located; and all additions and accessories thereto and replacements therefor.

“General Intangibles” means all “general intangibles” as such term is defined in Section 9-102(a)(42) of the UCC and, in any event, including with respect to any Grantor, all Payment Intangibles, all contracts, agreements, instruments and indentures in any form, and portions thereof, to which such Grantor is a party or under which such Grantor has any right, title or interest or to which such Grantor or any property of such Grantor is subject, as the same from time to time may be amended, supplemented or otherwise modified, including (a) all rights of such Grantor to receive moneys due and to become due to it thereunder or in connection therewith, (b) all rights of such Grantor to damages arising thereunder and (c) all rights of such Grantor to perform and to exercise all remedies thereunder.

“Identified Claims” means the Commercial Tort Claims described on Schedule 7 as such schedule shall be supplemented from time to time.

“Intellectual Property” means the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including the Copyrights, the Patents, the Trademarks, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“Intellectual Property Licenses” means all written agreements naming any Grantor as licensor on the date hereof, including those listed on Schedule 5, granting any right (a) under any Copyright, including the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright, (b) to manufacture, use or sell any invention covered in whole or in part by a Patent, and (c) to use any Trademark.

“Intercompany Note” means any promissory note evidencing loans made by either Grantor to the other Grantor.

“Investment Property” means the collective reference to (a) all “investment property” as such term is defined in Section 9-102(a)(49) of the UCC, (b) all “financial assets” as such term is defined in Section 8-102(a)(9) of the UCC, and (c) whether or not constituting “investment property” as so defined, all Pledged Notes and all Pledged Equity.

“Investor Rights Agreement” means that certain Investor Rights Agreement, dated as of the date hereof, by and between the Issuer and the Holder.

“Lien” means any mortgage, copyright mortgage, pledge, security interest, encumbrance, lien or charge of any kind whatsoever (including any conditional sale or other title retention agreement, any lease in the nature thereof or the agreement to grant a security interest at a future date).

“Loan Document” means the Purchase Agreement and each of the Notes.

“Paid in Full” or “Payment in Full” means (a) the payment in full (in cash or by conversion of the Note(s) pursuant to the terms thereto) and performance of all Secured Obligations (other than contingent indemnification and expense reimbursement obligations not then asserted).

“Patents” means (a) all letters patent of the United States, any other country or any political subdivision thereof, all reissues and extensions thereof and all goodwill associated therewith, including any of the foregoing referred to in Schedule 5, (b) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, including any of the foregoing referred to in Schedule 5, and (c) all rights to obtain any reissues or extensions of any of the foregoing.

“Permitted Lien” means:

(a) Liens existing on the Effective Date and shown on Schedule 8 hereto or arising under this Agreement and the other Loan Documents;

(b) Liens for taxes, fees, assessments or other government charges or levies, either (i) not due and payable or (ii) being contested in good faith and for which Grantor maintains adequate reserves; provided that no notice of any such Lien has been filed or recorded under the Internal Revenue Code of 1986, as amended, and the Treasury Regulations adopted thereunder;

(c) purchase money Liens (i) on Equipment acquired or held by a Grantor incurred for financing the acquisition of the Equipment securing no more than Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate amount outstanding, or (ii) existing on Equipment when acquired, if the Lien is confined to the property and improvements and the proceeds of the Equipment;

(d) Liens of carriers, warehousemen, suppliers, or other Persons that are possessory in nature arising in the ordinary course of business so long as such Liens attach only to Inventory, securing liabilities in the aggregate amount not to exceed Twenty-Five Thousand ($25,000) and which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto;

(e) Liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like obligations incurred in the ordinary course of business (other than Liens imposed by the Employee Retirement Income Security Act of 1974);

(f) Liens incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in clauses (a) and (c) hereof, but any extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness may not increase;

(g) leases or subleases of real property granted in the ordinary course of a Grantor’s business (or, if referring to another Person, in the ordinary course of such Person’s business), and leases, subleases, non-exclusive licenses or sublicenses of personal property (other than Intellectual Property) granted in the ordinary course of a Grantor’s business (or, if referring to another Person, in the ordinary course of such Person’s business), if the leases, subleases, licenses and sublicenses do not prohibit granting Holder a security interest therein;

(h) non-exclusive license of Intellectual Property granted to third parties in the ordinary course of business, and licenses of Intellectual Property that could not result in a legal transfer of title of the licensed property that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States; or

(i) Liens arising from attachments or judgments, orders, or decrees in circumstances not constituting an Event of Default.

“Pledged Equity” means all Equity Interests listed on Schedule 1, together with any other Equity Interests, certificates, options or rights of any nature whatsoever in respect of the Equity Interests of any Person that may be issued or granted to, or held by, any Grantor, including all Pledged Rights.

“Pledged Notes” means all promissory notes listed on Schedule 1, all Intercompany Notes at any time issued to any Grantor and all other promissory notes issued to or held by any Grantor.

“Pledged Rights” means all rights under or arising out of the applicable charter, bylaws, limited liability company agreement, operating agreement, partnership agreement or other organizational documents (“Organizational Documents”) of any Pledgors, including all of the following rights relating to the Equity Interests issued by each Pledgor, whether arising under the Organizational Documents of such Pledgor or under the applicable laws of such Pledgor’s jurisdiction of organization relating to the formation, existence and governance of corporations, limited liability companies, partnerships, professional corporations or other Persons, as the case may be: (i) all economic rights (including all rights to receive dividends and distributions) relating to Equity Interests; (ii) all voting rights and rights to consent to any particular action(s) by the applicable Pledgor; (iii) all management rights with respect to such Pledgor; (iv) in the case of any Equity Interests consisting of a general partner interest in a partnership, all powers and rights as a general partner with respect to the management, operations and control of the business and affairs of the applicable Pledgor; (v) in the case of any Equity Interests consisting of the membership or limited liability company interests of a managing member in a limited liability company, all powers and rights as a managing member with respect to the management, operations and control of the business and affairs of the applicable Pledgor; (vi) all rights to designate or appoint or vote for or remove any officers, directors, manager(s), general partner(s) or managing member(s) of such Pledgor and/or any members of any board of members, managers, partners, directors or other governing body that may at any time have any rights to manage and direct the business and affairs of the applicable Pledgor under its Organizational Documents as in effect from time to time or under applicable law; (vii) all rights to amend the Organizational Documents of such Pledgor, and (viii) in the case of any Equity Interests in a partnership or limited liability company, the status of the holder of such Equity Interests as a “partner”, general or limited, or “member” (as applicable) under the applicable Organizational Documents and/or applicable law.

“Pledgors” means the collective reference to each issuer of any Investment Property.

“Proceeding” means any voluntary or involuntary proceeding commenced by or against any Grantor under any provision of the Bankruptcy Code, or under any other bankruptcy or insolvency law, including assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with its creditors, or proceedings seeking dissolution, receivership, reorganization, arrangement, or other similar relief.

“Proceeds” means all “proceeds” as such term is defined in Section 9-102(a)(64) of the UCC and, in any event, shall include all dividends or other income from the Investment Property, collections thereon or distributions or payments with respect thereto.

“Purchase Agreement” means the Securities Purchase Agreement of even date herewith by and between the Issuer and the Holder, as amended, supplemented, restated or otherwise modified from time to time.

“Receivable” means any right to payment for goods sold or leased or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance (including any Accounts).

“Secured Obligations” means all obligations of the Issuer set forth in the Purchase Agreement and in each of the Notes then issued and outstanding.

“Securities Act” means the Securities Act of 1933, as amended.

“Subordinated Lender Remedies” means any action (a) to take from or for the account of any Grantor by set-off or in any other manner, the whole or any part of any moneys which may now or hereafter be owing by any Grantor with respect to the Subordinated Obligations, (b) to sue for payment of, or to initiate or participate with others in any suit, action or proceeding (including any Proceeding) against any Grantor to (i) enforce payment of or to collect the whole or any part of the Subordinated Obligations or (ii) commence judicial enforcement of any of the rights and remedies with respect to the Subordinated Obligations, (c) to accelerate the Subordinated Obligations, (d) to exercise any put, repurchase or similar option or to cause any Grantor to honor any redemption or mandatory prepayment obligation with respect to any Subordinated Obligations, or (e) to take any action under the provisions of any state or federal law, including the UCC, or under any contract or agreement, to enforce, foreclose upon, take possession of, realize upon or sell any property or assets of any Grantor on account of the Subordinated Obligations.

“Subordinated Obligations” means, with respect to each Grantor, all indebtedness, liabilities, and other obligations of any other Grantor owing to such Grantor in respect of any and all loans or advances made by such Grantor to such other Grantor whether now existing or hereafter arising, and whether due or to become due, absolute or contingent, liquidated or unliquidated, determined or undetermined, including all fees and all other amounts payable by any other Grantor to such Grantor under or in connection with any documents or instruments related thereto.

“Trademarks” means (a) all trademarks, trade names, corporate names, each Grantor’s names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, or otherwise, and all common-law rights related thereto, including any of the foregoing referred to in Schedule 5, and (b) the right to obtain all renewals thereof.

“UCC” means the Uniform Commercial Code as in effect on the date hereof and from time to time in the State of New York, provided that if by reason of mandatory provisions of law, the perfection or the effect of perfection or non-perfection of the security interests in any Collateral or the availability of any remedy hereunder is governed by the Uniform Commercial Code as in effect on or after the date hereof in any other jurisdiction, “UCC” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection or availability of such remedy.

“Voting Agreement” means that certain the Voting Agreement, dated as of the date hereof, by and among the Issuer, the Holder and the other stockholders of the Issuer party thereto.

SECTION 2 GUARANTY.

2.1 Guaranty. (a) The Guarantor hereby, jointly and severally, unconditionally and irrevocably, as a primary obligor and not only a surety, guarantees to the Holder the prompt and complete payment and performance by the Issuer when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations. The guarantee contained in this Section 2 is a primary and original obligation of the Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which will remain in full force and effect without respect to future changes in conditions. The Guarantor agrees that it is not a surety and waives all rights available to a surety, guarantor or accommodation co-obligor other than full payment of all Secured Obligations and any right that it may have to require that the Holder commence action against any other Person or against any of the Collateral.

(a) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to the insolvency of debtors.

(b) The Guarantor agrees that the Secured Obligations may at any time and from time to time exceed the amount of the liability of the Guarantor hereunder without impairing the guaranty contained in this Section 2 or affecting the rights and remedies of the Holder hereunder.

(c) The guaranty contained in this Section 2 shall remain in full force and effect until all of the Secured Obligations shall have been Paid in Full.

(d) No payment made by any of the Grantors, any other guarantor or any other Person or received or collected by the Holder from any of the Grantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the maximum liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Secured Obligations or any payment received or collected from the Guarantor in respect of the Secured Obligations), remain liable for the Secured Obligations up to the maximum liability of the Guarantor hereunder until the Secured Obligations are Paid in Full.

2.2 No Subrogation. Notwithstanding any payment made by the Guarantor hereunder or any set-off or application of funds of the Guarantor by the Holder, the Guarantor shall not be entitled to be subrogated to any of the rights of the Holder against the Issuer or any collateral security or guaranty or right of offset held by the Holder for the payment of the Secured Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer in respect of payments made by the Guarantor hereunder, until all of the Secured Obligations are Paid in Full. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Secured Obligations shall not have been Paid in Full, such amount shall be held by the Guarantor in trust for the Holder, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Holder in the exact form received by the Guarantor (duly indorsed by the Guarantor to the Holder, if required), to be applied against the Secured Obligations, whether matured or unmatured, in such order as the Holder may determine.

2.3 Amendments, etc. with Respect to the Secured Obligations. The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor and without notice to or further assent by the Guarantor, any demand for payment of any of the Secured Obligations made by the Holder may be rescinded by the Holder and any of the Secured Obligations continued, and the Secured Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guaranty therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Holder and the Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Holder may deem advisable from time to time. The Holder shall have no obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for the guaranty contained in this Section 2 or any property subject thereto.

The Holder may, from time to time, at its sole and absolute discretion and without notice to the Guarantor, take any or all of the following actions: (a) retain or obtain a security interest in any property to secure any of the Secured Obligations or any obligation hereunder, (b) retain or obtain the primary or secondary obligation of any obligor or obligors, in addition to the Grantors, with respect to any of the Secured Obligations, (c) extend or renew any of the Secured Obligations for one or more periods (whether or not longer than the original period), alter or exchange any of the Secured Obligations, or release or compromise any obligation of any of the Grantors hereunder or any obligation of any nature of any other obligor with respect to any of the Secured Obligations, (d) release any guaranty or right of offset or its security interest in, or surrender, release or permit any substitution or exchange for, all or any part of any property securing any of the Secured Obligations or any obligation hereunder, or extend or renew for one or more periods (whether or not longer than the original period) or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such property, and (e) resort to the Grantors (or any of them) for payment of any of the Secured Obligations when due, whether or not the Holder shall have resorted to any property securing any of the Secured Obligations or any obligation hereunder or shall have proceeded against any other of the Grantors or any other obligor primarily or secondarily obligated with respect to any of the Secured Obligations.

2.4 Waivers. The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by the Holder upon the guaranty contained in this Section 2 or acceptance of the guaranty contained in this Section 2; the Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guaranty contained in this Section 2, and all dealings between any of the Grantors, on the one hand, and the Holder, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guaranty contained in this Section 2. The Guarantor waives (a) diligence, presentment, protest, demand for payment and notice of default, dishonor or nonpayment and all other notices whatsoever to or upon any of the Grantors with respect to the Secured Obligations, (b) notice of the existence or creation or non-payment of all or any of the Secured Obligations and (c) all diligence in collection or protection of or realization upon any Secured Obligations or any security for or guaranty of any Secured Obligations.

2.5 Payments. The Guarantor hereby guaranties that payments hereunder will be paid to the Holder without deduction, set-off or counterclaim in United States dollars at the office of the Holder specified in the Notes.

SECTION 3 GRANT OF SECURITY INTEREST.

3.1 Grant. Each Grantor hereby assigns and transfers to the Holder, and hereby pledges and grants to the Holder, a continuing security interest in all of its Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations.

SECTION 4 REPRESENTATIONS AND WARRANTIES.

To induce the Holder to enter into the Purchase Agreement and to purchase the Notes, each Grantor jointly and severally hereby represents and warrants to the Holder that:

4.1 Title; No Other Liens. Except for Permitted Liens, the Grantors own each item of the Collateral free and clear of any and all Liens or claims of others. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except filings evidencing Permitted Liens and filings for which termination statements have been delivered to the Holder.

4.2 Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on Schedule 2, have been delivered to the Holder in completed and duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Holder, as collateral security for each Grantor’s Secured Obligations, enforceable in accordance with the terms hereof against all creditors of each Grantor and any Persons purporting to purchase any Collateral from each Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for Permitted Liens for which priority is accorded under applicable law. The filings and other actions specified on Schedule 2 constitute all of the filings and other actions necessary to perfect all security interests granted hereunder.

4.3 Grantor Information. On the date hereof, Schedule 3 sets forth (a) each Grantor’s jurisdiction of organization, (b) the location of each Grantor’s chief executive office, (c) each Grantor’s exact legal name as it appears on its organizational documents and (d) each Grantor’s organizational identification number (to the extent a Grantor is organized in a jurisdiction which assigns such numbers) and federal employer identification number.

4.4 Collateral Locations. On the date hereof, Schedule 4 sets forth (a) each place of business of each Grantor (including its chief executive office), (b) all locations where all Inventory and the Equipment owned by each Grantor is kept and (c) whether each such Collateral location and place of business (including each Grantor’s chief executive office) is owned or leased (and if leased, specifies the complete name and notice address of each lessor). No Collateral is located outside the United States or in the possession of any lessor, bailee, warehouseman or consignee, except as indicated on Schedule 4.

4.5 Certain Property. None of the Collateral constitutes, or is the Proceeds of, (a) Farm Products, (b) Health Care Insurance Receivables or (c) vessels, aircraft or any other property subject to any certificate of title or other registration statute of the United States, any State or other jurisdiction.

4.6 Investment Property. (a) The Pledged Equity pledged by each Grantor hereunder constitute all the issued and outstanding Equity Interests of each Pledgor owned by such Grantor.

(a) All of the Pledged Equity has been duly and validly issued and is fully paid and nonassessable.

(b) Each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing).

(c) Schedule 1 lists all Investment Property owned by each Grantor as of the date hereof. Each Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Permitted Liens.

(d) The execution, delivery and performance of this Agreement by each Pledgor in accordance with its terms will not violate the governing documents of such Pledgor or any agreements, instruments or documents to which such Pledgor is a party.

4.7 Receivables. (a) No material amount payable to such Grantor under or in connection with any Receivable is evidenced by any Instrument or Chattel Paper which has not been delivered to the Holder.

(a) No obligor on any Receivable is a governmental authority.

(b) The amounts represented by such Grantor to the Holder from time to time as owing to such Grantor in respect of the Receivables (to the extent such representations are required by any of the Loan Documents) will at all such times be accurate.

4.8 Intellectual Property. (a) Schedule 5 lists all (i) Intellectual Property owned by such Grantor in its own name on the date hereof and (ii) Intellectual Property Licenses held by such Grantor as of the date hereof.

(a) All material Intellectual Property and pending applications for registration of Intellectual Property owned by any Grantor is valid, subsisting, unexpired and enforceable and has not been abandoned and, to such Grantor’s knowledge, does not infringe the intellectual property rights of any other Person.

(b) Except as set forth in Schedule 5, and except for non-exclusive licenses of Intellectual Property granted in the ordinary course of business (to the extent constituting a Permitted Lien), none of the Intellectual Property of any Grantor is the subject of any licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisor.

(c) No holding, decision or judgment has been rendered by any governmental authority against any Grantor which limits, cancels or questions the validity of, or any Grantor’s ownership interest in, any Intellectual Property owned by any Grantor and necessary for the conduct of its business in any material respect.

(d) No action or proceeding is pending, or, to the knowledge of such Grantor, threatened (i) seeking to limit, cancel or question the validity of, or any Grantor’s ownership interest in, any Intellectual Property owned by any Grantor and necessary for the conduct of its business, or (ii) which, if adversely determined, would adversely affect the value of any Intellectual Property.

(e) Each Grantor owns and possesses or has a license or other right to use all Intellectual Property as is necessary for the conduct of the businesses of such Grantor, without any infringement upon Intellectual Property rights of others which could reasonably be expected to have a Material Adverse Effect.

4.9 Depositary and Other Accounts. All depositary and other accounts maintained by each Grantor are described on Schedule 6 hereto, which description includes for each such account the name of the Grantor maintaining such account, the name, address, telephone and fax numbers of the financial institution at which such account is maintained, the account number and the account officer, if any, of such account.

4.10 Purchase Agreement. The Guarantor makes each of the representations and warranties made by the Issuer in Section 5 of the Purchase Agreement (all of which representations and warranties shall be deemed to have been renewed upon each purchase of a Note pursuant to the Purchase Agreement). Such representations and warranties are incorporated herein by this reference as if fully set forth herein.

SECTION 5 COVENANTS.

Each Grantor covenants and agrees with the Holder that, from and after the date of this Agreement until the Secured Obligations shall have been Paid in Full:

5.1 Delivery of Instruments, Certificated Securities and Chattel Paper. If any amount payable in excess of $50,000 under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security or Chattel Paper, in each case, such Instrument, Certificated Security or Chattel Paper shall be promptly delivered to the Holder, duly indorsed in a manner satisfactory to the Holder, to be held as Collateral pursuant to this Agreement and in the case of Electronic Chattel Paper, the applicable Grantor shall cause the Holder to have control thereof within the meaning set forth in Section 9-105 of the UCC.

5.2 Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of the Grantors to dispose of such Collateral to the extent permitted in the Loan Documents and Ancillary Agreements.

(a) Such Grantor will furnish to the Holder from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Holder may reasonably request from time to time, all in reasonable detail.

(b) At any time and from time to time, upon the written request of the Holder, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Holder may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including (i) filing any financing or continuation statements under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, (ii) in the case of Investment Property and any other relevant Collateral, taking any actions necessary to enable the Holder to obtain “control” (within the meaning of the applicable UCC) with respect thereto and (iii) without limiting the generality of the foregoing, causing each Pledgor (other than a Grantor) to execute and deliver to the Holder an Acknowledgement signature page to this Agreement. Each Grantor acknowledges and agrees that its signature to this Agreement as a Grantor shall bind it to each and every provision of this Agreement in its capacity as a Grantor and as a Pledgor (as applicable).

5.3 Changes in Locations, Name, etc. Such Grantor shall not, except upon 30 days’ prior written notice to the Holder (or a shorter period acceptable to the Holder in its sole and absolute discretion) and delivery to the Holder of (a) all additional financing statements and other documents reasonably requested by the Holder as to the validity, perfection and priority of the security interests provided for herein and (b) if applicable, a written supplement to Schedule 4 showing any additional location at which Inventory or Equipment shall be kept:

(i) permit any of the Inventory or Equipment to be kept at a location other than those listed on Schedule 4;

(ii) change its name, jurisdiction of organization, organizational form or the location of its chief executive office from that specified on Schedule 3 or in any subsequent notice delivered pursuant to this Section 5.3; or

(iii) change its legal identity or corporate structure.

5.4 Notices. Such Grantor will advise the Holder promptly, in reasonable detail, of:

(a) any Lien (other than Permitted Liens) on any of the Collateral which would adversely affect the ability of the Holder to exercise any of its remedies hereunder; and

(b) the occurrence of any other event which could reasonably be expected to have a material adverse effect on the aggregate value of the Collateral or on the Liens created hereby.

5.5 Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate, option or rights in respect of the Equity Interests of any Pledgor, whether in addition to, in substitution of, as a conversion of, or in exchange for, any of the Pledged Equity, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Holder, hold the same in trust for the Holder and deliver the same forthwith to the Holder in the exact form received, duly indorsed by such Grantor to the Holder, if required, together with an undated instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Holder so requests, signature guarantied, to be held by the Holder, subject to the terms hereof, as additional Collateral for the Secured Obligations. Upon the occurrence and during the continuance of an Event of Default, (i) unless the Holder provides express written notice to the contrary, any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Pledgor shall be paid over to the Holder to be held by it hereunder as additional Collateral for the Secured Obligations, and (ii) in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Pledgor or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected Lien in favor of the Holder, be delivered to the Holder to be held by it hereunder as additional Collateral for the Secured Obligations. Upon the occurrence and during the continuance of an Event of Default, if any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Holder, hold such money or property in trust for the Holder, segregated from other funds of such Grantor, as additional Collateral for the Secured Obligations.

(a) Such Grantor will not (i) vote to enable, or take any other action to permit, any Pledgor to issue any Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Pledgor, except, in each case, as permitted by the Loan Documents and Ancillary Agreements, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction expressly permitted by the Loan Documents or Ancillary Agreements), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for Permitted Liens, or (iv) enter into or permit to exist any agreement or undertaking, including the governing documents of any Pledgor and shareholders’ agreements, restricting the right or ability of such Grantor or the Holder to sell, assign or transfer any of the Investment Property or Proceeds thereof.

(b) In the case of each Grantor which is a Pledgor, such Pledgor agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Holder promptly in writing of the occurrence of any of the events described in Section 5.5(a) with respect to the Investment Property issued by it, (iii) the terms of Sections 6.3(c) and 6.7 shall apply to such Pledgor with respect to all actions that may be required of it pursuant to Section 6.3(c) or 6.7 regarding the Investment Property issued by it and (iv) it will not recognize, acknowledge or permit the pledge, transfer, grant of control or other disposition of the Investment Property issued by it (or any portion thereof) other than to or as requested by the Holder unless otherwise permitted under the terms of this Agreement or the Loan Documents or Ancillary Agreements.

5.6 Receivables. (a) Other than in the ordinary course of business consistent with its past practice, such Grantor will not (i) grant any extension of the time of payment of any Receivable, (ii) compromise or settle any Receivable for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any Receivable, (iv) allow any credit or discount whatsoever on any Receivable or (v) amend, supplement or modify any Receivable in any manner that could adversely affect the value thereof.

(a) Such Grantor will deliver to the Holder a copy of each material demand, notice or document received by it that questions or calls into doubt the validity or enforceability of more than 5% of the aggregate amount of the then outstanding Receivables for all Grantors.

5.7 Intellectual Property. (a) Such Grantor (either through itself or its licensees) will, as to each Trademark material to its business (i) continue to use each Trademark material to its business in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (ii) maintain the same (or higher) quality of products and services offered under such Trademark as are currently, or have in the past been, maintained, (iii) use such Trademark with the appropriate notice of registration and all other notices and legends required by applicable law to maintain such Trademark, (iv) not adopt or use any mark which is confusingly similar or a colorable imitation of such Trademark unless the Holder shall obtain a perfected security interest in such mark pursuant to this Agreement, and (v) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark may become invalidated or impaired in any way.

(a) Such Grantor (either itself or through licensees) will not do any act, or omit to do any act, whereby any Patent material to its business may become forfeited, abandoned or dedicated to the public.

(b) Such Grantor (either itself or through licensees) (i) will employ each Copyright material to its business and (ii) will not (and will not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any material portion of such Copyrights may become invalidated or otherwise impaired. Such Grantor will not (either itself or through licensees) do any act whereby any material portion of such Copyrights may fall into the public domain.

(c) Such Grantor (either itself or through licensees) will not do any act that knowingly uses any Intellectual Property material to its business to infringe the intellectual property rights of any other Person.

(d) Such Grantor will notify the Holder promptly if it knows, or has reason to know, that any application or registration relating to any material Intellectual Property may become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding, such Grantor’s ownership of, or the validity of, any material Intellectual Property or such Grantor’s right to register the same or to own and maintain the same.

(e) Whenever such Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for the registration of any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, such Grantor shall report such filing to the Holder within 30 days following the filing thereof. Upon the request of the Holder, such Grantor shall execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as the Holder may request to evidence the Holder’s security interest in any Copyright, Patent or Trademark and the goodwill and general intangibles of such Grantor relating thereto or represented thereby.

(f) Such Grantor will take all reasonable and necessary steps to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of all material Intellectual Property owned by it.

(g) In the event that any material Intellectual Property is infringed upon or misappropriated or diluted by a third party, such Grantor shall (i) take such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property and (ii) if such Intellectual Property is of material economic value, promptly notify the Holder after it learns thereof and, to the extent, in its reasonable judgment, such Grantor determines it appropriate under the circumstances, sue for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution.

5.8 Depositary and Other Accounts. No Grantor shall open or maintain any depositary or other deposit or securities accounts unless such accounts are subject to an account control agreement in favor of the Holder, in form and substance reasonably acceptable to the Holder. The Grantors shall deliver to the Holder a revised version of Schedule 6 showing any changes thereto within 5 days of any such change. Each Grantor hereby authorizes the financial institutions at which such Grantor maintains an account to provide the Holder with such information with respect to such account as the Holder may from time to time reasonably request, and each Grantor hereby consents to such information being provided to the Holder. Each Grantor will, upon the Holder’s request, cause each financial institution at which such Grantor maintains a depositary or other deposit or securities account to enter into a bank agency or other similar agreement with the Holder and such Grantor, in form and substance satisfactory to the Holder, in order to give the Holder “control” (as defined in the UCC) of such account.

5.9 Other Matters. (a) As of the First Closing Date, each of the Grantors shall cause to be delivered to the Holder a Collateral Access Agreement with respect to each landlord which leases real property at which such Grantor maintains its headquarters or any books and records (and the accompanying facilities) to any of the Grantors as of the First Closing Date. Such requirement may be waived at the option of the Holder in its sole and absolute discretion. If any Grantor shall cause to be delivered Inventory or other property to any bailee after the First Closing Date, such Grantor shall use reasonable efforts to cause such bailee to sign a Collateral Access Agreement. Such requirement may be waived at the option of the Holder in its sole and absolute discretion. If any Grantor shall lease any real property or facilities after the First Closing Date at which such Grantor maintains its headquarters or any books and records, such Grantor shall use commercially reasonable efforts to cause the landlord in respect of such leased property or facilities to sign a Collateral Access Agreement. Such requirement may be waived at the option of the Holder in its sole and absolute discretion.

(a) Each Grantor authorizes the Holder to, at any time and from time to time, file financing statements, continuation statements, and amendments thereto that describe the Collateral as “all assets” of each Grantor, or words of similar effect, and which contain any other information required pursuant to the UCC for the sufficiency of filing office acceptance of any financing statement, continuation statement, or amendment, and each Grantor agrees to furnish any such information to the Holder promptly upon request. Any such financing statement, continuation statement, or amendment may be signed by the Holder on behalf of any Grantor and may be filed at any time in any jurisdiction.

(b) Each Grantor shall, at any time and from time and to time, take such steps as the Holder may reasonably request for the Holder (i) to obtain an acknowledgement, in form and substance reasonably satisfactory to the Holder, of any bailee having possession of any material portion of the Collateral, stating that the bailee holds such Collateral for the Holder, (ii) to obtain “control” of any letter-of-credit rights, or electronic chattel paper (as such terms are defined by the UCC with corresponding provisions thereof defining what constitutes “control” for such items of Collateral), with any agreements establishing control to be in form and substance reasonably satisfactory to the Holder, and (iii) otherwise to insure the continued perfection and priority of the Holder’s security interest in any of the Collateral and of the preservation of its rights therein. If any Grantor shall at any time, acquire a “commercial tort claim” (as such term is defined in the UCC) of an amount in excess of $100,000, such Grantor shall promptly notify the Holder thereof in writing and supplement Schedule 7, therein providing a reasonable description and summary thereof, and upon delivery thereof to the Holder, such Grantor shall be deemed to thereby grant to the Holder (and such Grantor hereby grants to the Holder) a security interest and lien in and to such commercial tort claim and all proceeds thereof, all upon the terms of and governed by this Agreement.

(c) Without limiting the generality of the foregoing, if any Grantor at any time holds or acquires an interest in any electronic chattel paper or any “transferable record”, as that term is defined in Section 201 of the federal Electronic Signatures in Global and National Commerce Act, or in §16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, such Grantor shall promptly notify the Holder thereof and, at the request of the Holder, shall take such action as the Holder may reasonably request to vest in the Holder “control” under Section 9-105 of the UCC of such electronic chattel paper or control under Section 201 of the federal Electronic Signatures in Global and National Commerce Act or, as the case may be, §16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record.

5.10 Purchase Agreement. Each of the Grantors covenants that it will fully comply with each of the covenants and other agreements set forth in the Purchase Agreement.

SECTION 6 REMEDIAL PROVISIONS.

6.1 Certain Matters Relating to Receivables. (a) At any time and from time to time after the occurrence and during the continuance of an Event of Default, the Holder shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Holder may require in connection with such test verifications. At any time and from time to time after the occurrence and during the continuance of an Event of Default, upon the Holder’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Holder to furnish to the Holder reports showing reconciliations, agings and test verifications of, and trial balances for, the Receivables.

(a) The Holder hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Holder may curtail or terminate such authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Holder at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within 2 Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Holder if required, in a collateral account maintained under the sole dominion and control of the Holder, subject to withdrawal by the Holder only as provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Holder, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.

(b) At any time and from time to time after the occurrence and during the continuance of an Event of Default, at the Holder’s request, each Grantor shall deliver to the Holder all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including all original orders, invoices and shipping receipts.

6.2 Communications with Obligors; the Grantors Remain Liable. (a) The Holder in its own name or in the name of others may at any time after the occurrence and during the continuance of an Event of Default communicate with obligors under the Receivables to verify with them to the Holder’s satisfaction the existence, amount and terms of any Receivables.

(a) Upon the request of the Holder at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall notify obligors on the Receivables that the Receivables have been assigned to the Holder and that payments in respect thereof shall be made directly to the Holder.

(b) Anything herein to the contrary notwithstanding, each Grantor shall remain liable in respect of each of the Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. The Holder shall not have any obligation or liability under any Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Holder of any payment relating thereto, nor shall the Holder be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

(c) For the purpose of enabling the Holder to exercise rights and remedies under this Agreement, each Grantor hereby grants to the Holder an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such Grantor) to use, license or sublicense any Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. At any time after the occurrence and during the continuance of an Event of Default, the Holder may refuse to allow Grantor to, and at its sole and absolute discretion the Holder may, exercise quality control over the products and services offered under the applicable Trademark to prevent invalidation or abandonment of such Trademark.

6.3 Investment Property. (a) Unless an Event of Default shall have occurred and be continuing, each Grantor shall be permitted to receive all cash dividends and distributions paid in respect of the Pledged Equity and all payments made in respect of the Pledged Notes (to the extent not prohibited under the Loan Documents or any Ancillary Agreement) and to exercise all voting and other rights with respect to the Investment Property; provided, that no vote shall be cast or other right exercised or action taken which could impair the Collateral or which would be inconsistent with or result in any violation of any provision of this Agreement, any Loan Document or any Ancillary Agreement.

(a) If an Event of Default shall occur and be continuing, (i) the Holder shall have the right to receive any and all cash dividends and distributions, payments or other Proceeds paid in respect of the Investment Property and make application thereof to the Secured Obligations in such order as the Holder may determine, (ii) the Holder shall have the right to cause any or all of the Investment Property to be registered in the name of the Holder or its nominee, and (iii) the Holder or its nominee may exercise (x) any and all voting and other rights pertaining to such Investment Property at any meeting of holders of the Equity Interests of the relevant Pledgor or Pledgors or otherwise (or by written consent) and otherwise exercise any and all Pledged Rights, and (y) any and all Pledged Rights, rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Pledgor, or upon the exercise by any Grantor or the Holder of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Holder may determine), all without liability except to account for property actually received by it, but the Holder shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

(b) Each Grantor hereby authorizes and instructs each Pledgor of any Investment Property pledged by such Grantor hereunder to, and each such Pledgor hereby agrees to promptly, comply with any instruction received by such Pledgor from the Holder in writing that states that an Event of Default has occurred and is continuing, without any other or further instructions or consent of such Grantor, including any such instructions received by such Pledgor from the Holder as to the transfer of or other disposition of such Investment Property, to pay and remit to the Holder or its nominee all dividends, distributions and other amounts payable to such Grantor in respect of such Investment Property (upon redemption of such Investment Property, dissolution of such Pledgor or otherwise), to transfer to, and register such Investment Property in the name of, the Holder or its nominee or transferee, and to honor and comply with any exercise of Pledged Rights by the Holder. Each Grantor agrees that each Pledgor shall be fully protected in so complying with such instructions.

6.4 Proceeds to be Turned Over to the Holder. In addition to the rights of the Holder specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing, all Proceeds received by any Grantor consisting of cash, checks and other cash equivalent items shall be held by such Grantor in trust for the Holder, segregated from other funds of such Grantor, and shall (unless the Holder provides express written notice to the contrary) forthwith upon receipt by such Grantor, be turned over to the Holder in the exact form received by such Grantor (duly indorsed by such Grantor to the Holder, if required). All Proceeds received by the Holder hereunder may be held by the Holder in a collateral account maintained under its sole dominion and control. All Proceeds, while held by the Holder in any collateral account (or by such Grantor in trust for the Holder) established pursuant hereto, shall continue to be held as collateral security for the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5.

6.5 Application of Proceeds. If an Event of Default shall have occurred and be continuing, at any time at the Holder’s election, the Holder may apply all or any part of Proceeds from the sale of, or other realization upon, all or any part of the Collateral in payment of the Secured Obligations in such order as the Holder shall determine in its discretion. Any part of such funds which the Holder elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by the Holder to the applicable Grantor or to whomsoever may be lawfully entitled to receive the same. Any balance of such Proceeds remaining after the Secured Obligations shall have been Paid in Full shall be paid over to the applicable Grantor or to whomsoever may be lawfully entitled to receive the same.

6.6 Code and Other Remedies. If an Event of Default shall occur and be continuing, the Holder may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Holder, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Holder or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery with assumption of any credit risk. The Holder shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Holder’s request, to assemble the Collateral and make it available to the Holder at places which the Holder shall reasonably select, whether at such Grantor’s premises or elsewhere. The Holder shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Holder hereunder, including reasonable costs and expenses of counsel to the Holder, to the payment in whole or in part of the Secured Obligations, in such order as the Holder may elect, and only after such application and after the payment by the Holder of any other amount required by any provision of law, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Holder arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

6.7 Registration Rights. (a) If the Holder shall determine to exercise its right to sell any or all of the Pledged Equity pursuant to Section 6.6, and if in the opinion of the Holder it is necessary or advisable to have the Pledged Equity, or that portion thereof to be sold, registered under the provisions of the Securities Act, the relevant Grantor will cause the Pledgor thereof to (i) execute and deliver, and cause the directors and officers of such Pledgor to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Holder, necessary or advisable to register the Pledged Equity, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Equity, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the opinion of the Holder, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Grantor agrees to cause such Pledgor to comply with the provisions of the securities or “Blue Sky” laws of any and all jurisdictions which the Holder shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

(a) Each Grantor recognizes that the Holder may be unable to effect a public sale of any or all the Pledged Equity, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Holder shall be under no obligation to delay a sale of any of the Pledged Equity for the period of time necessary to permit the Pledgor thereof to register such securities or other interests for public sale under the Securities Act, or under applicable state securities laws, even if such Pledgor would agree to do so.

(b) Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Equity pursuant to this Section 6.7 valid and binding and in compliance with applicable law. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Holder, that the Holder has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the applicable Note.

6.8 Waiver; Deficiency. Each Grantor waives and agrees not to assert any rights or privileges which it may acquire under Section 9-626 of the UCC. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Secured Obligations in full and the fees and disbursements of any attorneys employed by the Holder to collect such deficiency.

SECTION 7 THE HOLDER.

7.1 The Holder’s Appointment as Attorney-in-Fact; Irrevocable Proxy, etc. (a) Each Grantor hereby irrevocably constitutes and appoints the Holder and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Holder the power and right, on behalf of and at the expense of such Grantor, without notice to or assent by such Grantor, to do any or all of the following:

(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Holder for the purpose of collecting any and all such moneys due under any Receivable or with respect to any other Collateral whenever payable;

(ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Holder may request to evidence the Holder’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;

(iii) discharge Liens levied or placed on or threatened against the Collateral, and effect any repairs or insurance called for by the terms of this Agreement or the other Loan Documents and pay all or any part of the premiums therefor and the costs thereof;

(iv) execute, in connection with any sale provided for in Section 6.6 or 6.7, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and

(v) (1) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Holder or as the Holder shall direct; (2) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Holder may deem appropriate; (7) assign any Copyright, Patent or Trademark, throughout the world for such term or terms, on such conditions, and in such manner, as the Holder shall in its sole and absolute discretion determine; (8) vote any right or interest with respect to any Investment Property or otherwise exercise any Pledged Right; (9) order good standing certificates and conduct lien searches in respect of such jurisdictions or offices as the Holder may deem appropriate; and (10) generally sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Holder were the absolute owner thereof for all purposes, and do, at the Holder’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Holder deems necessary to protect, preserve or realize upon the Collateral and the Holder’s security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

Without limiting the generality of the foregoing, until the Secured Obligations have been Paid in Full, each Grantor hereby irrevocably designates and appoints the Holder, as its true and lawful proxy, with full power of substitution, for and in its name, place and stead to vote any and all Investment Property owned or held by such Grantor or standing in its name, exercise any and all Pledged Rights, and do all things which any Grantor might do if present and acting itself. Once exercised by the Holder, the rights granted pursuant to this proxy shall be exclusive to the Holder and no Grantor shall thereafter be entitled to exercise any such right in respect of any Investment Property. THE PROXY AND POWERS GRANTED BY THE GRANTORS PURSUANT HERETO ARE IRREVOCABLE AND COUPLED WITH AN INTEREST (INCLUDING THE PURCHASE AGREEMENT AND THIS AGREEMENT) AND ARE GIVEN TO SECURE THE OBLIGATIONS UNDER THIS AGREEMENT AND THE LOAN DOCUMENTS.

Anything in this Section 7.1(a) to the contrary notwithstanding, the Holder agrees that it will not exercise any rights under the power of attorney or the irrevocable proxy provided for in this Section 7.1(a) unless an Event of Default shall have occurred and be continuing.

(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Holder, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.

(c) Each Grantor hereby ratifies all that such attorneys shall lawfully do or cause to be done by virtue hereof. All powers, proxies, authorizations and agencies contained in this Agreement are coupled with an interest and are given to secure the Secured Obligations and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

7.2 Duty of the Holder. The Holder’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 the Holder deals with similar property for its own account. Neither the Holder nor any of its respective 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 any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Holder hereunder are solely to protect the Holder’s interests in the Collateral and shall not impose any duty upon the Holder to exercise any such powers. The Holder shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder.

SECTION 8 MISCELLANEOUS.

8.1 Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified orally or by course of dealing, but only by an instrument in writing executed by the Grantors and the Holder.

8.2 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given pursuant hereto 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 8.2 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 receipt of mailing. The addresses for such communications shall be:

If to the Grantors:

Investview, Inc.

234 Industrial Way West

Building A, Suite 202

Eatontown, NJ 07724

Attn: Joseph Cammarata

Mario Ramano

With a copy to:

Michael Best & Friedrich LLP

790 N. Water Street

Suite2500

Milwaukee, WI 53202

Attention: Kevin C. Timken

If to the Holder:

DBR Capital, LLC

1645 Kecks Road

Breinigsville, PA 18031

Attn: David B. Rothrock

with copies to:

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, Pennsylvania 19103-2921

Attn: Michael J. Pedrick, Esq.

The addresses of the parties set forth above may be changed from time to time by a party by notice to the other in accordance with the notice provisions as set forth herein this Section 8.2.

8.3 Enforcement Expenses. (a) Each Grantor agrees, on a joint and several basis, to pay or reimburse on demand the Holder for all reasonable out-of-pocket costs and expenses (including reasonable costs and expenses of counsel) incurred by the Holder in collecting against the Guarantor under the guaranty contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents.

(a) Each Grantor agrees to pay, and to save the Holder harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.

(b) The agreements in this Section 8.3 shall survive repayment of all (and shall be) Secured Obligations (and termination of the Notes), any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreement.

8.4 Cumulative Remedies. None of the rights, powers or remedies conferred upon the Holder shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to every other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.

8.5 Successors and Assigns. All the terms and provisions of this 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 Holder and the successors and assigns of the Grantors, whether so expressed or not. No Grantor may assign its rights or obligations hereof without the prior written consent of the Holder, and the Holder may, without the prior consent of any Grantor, assign its rights hereunder. This Agreement shall not inure to the benefit of or be enforceable by any other third party Person.

8.6 Headings. The headings of the Sections and paragraphs of this Agreement have been inserted for convenience of reference only and do not constitute a part of this Agreement.

8.7 Further Assurances. Each Grantor shall, and shall cause its Affiliates to, from time to time at the request of the Holder, without any additional consideration, furnish the Holder such 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 Agreement and give effect to the transactions contemplated hereby

8.8 Set-off. Each Grantor agrees that the Holder have all rights of set-off and bankers’ lien provided by applicable law, and in addition thereto, each Grantor agrees that at any time any Event of Default exists, the Holder may apply to the payment of any Secured Obligations, whether or not then due, any and all balances, credits, deposits, accounts or moneys of such Grantor then or thereafter with the Holder.

8.9 Acknowledgements. Each Grantor hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party;

(b) excluding, for the avoidance of doubt, the members of the Board of Directors of the Issuer designated by the Holder, the Holder has no fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement or any of the Loan Documents or Ancillary Agreements, and the relationship between the Grantors, on the one hand, and the Holder, on the other hand, in connection herewith or therewith is solely that of debtor and creditor and, if and when applicable, stockholder; and

(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Grantors and the Holder.

8.10 Releases. At such time as the Secured Obligations have been Paid in Full, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Holder and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Holder shall deliver to the Grantors any Collateral held by the Holder hereunder, and execute and deliver to the Grantors such documents as the Grantors shall reasonably request to evidence such termination. If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Loan Documents and the Ancillary Agreements (other than any transaction between or among the Companies), then the Holder, at the request and sole expense of Grantors, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral.

8.11 Obligations and Liens Absolute and Unconditional. Each Grantor understands and agrees that the obligations of each Grantor under this Agreement shall be construed as a continuing, absolute and unconditional without regard to (a) the validity or enforceability of any Loan Document, any Ancillary Agreement, any of the Secured Obligations or any other collateral security therefor or guaranty or right of offset with respect thereto at any time or from time to time held by the Holder, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Grantor or any other Person against the Holder, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Grantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Grantor for the Secured Obligations, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Grantor, the Holder may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any other Grantor or any other Person or against any collateral security or guaranty for the Secured Obligations or any right of offset with respect thereto, and any failure by the Holder to make any such demand, to pursue such other rights or remedies or to collect any payments from any other Grantor or any other Person or to realize upon any such collateral security or guaranty or to exercise any such right of offset, or any release of any other Grantor or any other Person or any such collateral security, guaranty or right of offset, shall not relieve any Grantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Holder against any Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

8.12 Reinstatement. This Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against Grantor or any Pledgor for liquidation or reorganization, should Grantor or any Pledgor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of Grantor’s or Pledgor’s assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Secured Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Secured Obligations, whether as a “voidable preference”, “fraudulent conveyance”, or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

8.13 Intercompany Subordination. Each Grantor covenants and agrees, irrespective of whether in or outside of any Proceeding, that the payment of any and all of the Subordinated Obligations shall be subordinate and subject in right and time of payment, to the extent and in the manner set forth in this Section 8.13, to Payment in Full. Whether in or outside of any Proceeding, each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default it shall not make (and will not permit any other Grantor to make), and each Grantor hereby agrees that it will not accept, any payment or distribution with respect to the Subordinated Obligations (including any payment or distribution received through the exercise of any right of setoff, counterclaim or crossclaim), until Payment in Full. Until Payment in Full, whether in or outside of any Proceeding, no Grantor shall, without the prior written consent of the Holder, exercise any Subordinated Lender Remedies. In the event of and during any Proceeding involving any Grantor: (a) all Secured Obligations shall be Paid in Full before any Grantor shall be entitled to receive any payment or distribution of any kind on account of any Subordinated Obligations (whether in cash, property or securities, including securities issued under a plan of reorganization or liquidation); and (b) any payment or distribution of assets of such Person of any kind or character, whether in cash, property or securities (including securities issued under a plan of reorganization or liquidation), to which any Grantor would be entitled except for these provisions, shall be forthwith paid by the liquidating trustee or agent or other Person making such payment or distribution directly to the Holder, to the extent necessary to make Payment in Full, after giving effect to any concurrent payment or distribution or provision therefor to the holders of the Secured Obligations. Until Payment in Full, if a Proceeding shall occur and be continuing, each Grantor shall file all claims they may have against the other Grantors, and shall direct the debtor in possession or trustee in bankruptcy, as appropriate, to forthwith pay over to the Holder all amounts due to the Grantors on account of the Subordinated Obligations until Payment in Full (which payment shall not be deemed to be a payment of, or otherwise credited against, the Subordinated Obligations). If the Grantors fail to file and/or vote such claims prior to thirty (30) days before the expiration of time to do so, the Holder may (but shall have no obligation or duty to) prepare, execute, file and/or vote such claims in the Grantors’ names, and the Grantors also irrevocably authorize, empower and direct the Holder to demand, sue for, collect and receive (or cause to do the same) every such payment or distribution; provided, however, that the Holder shall have no obligation or duty to execute, prepare, verify, deliver and/or file any such claim and its action or inaction shall not give rise to any claims or liability against the Holder. If the Holder votes any such claim in accordance with the authority granted hereof, the Grantors shall not be entitled to withdraw or change such vote. Subject to Payment in Full and the provisions of this Section 8.13, the Grantors shall be subrogated to the rights of the Holder to receive payments and distributions of cash, property and securities applicable to the Secured Obligations to the extent that distributions otherwise payable to the Grantors have been applied to the Secured Obligations, until all amounts payable under the Subordinated Obligations shall have been paid in full. For purposes of such subrogation, no payments or distributions to the Holder of any cash, property or securities to which the Grantors would be entitled except for the provisions of this Section 8.13, and no payment pursuant to the provisions of this Section 8.13 to the Holder by the Grantors shall, as among the Grantors and its creditors (other than the Holder), be deemed to be a payment or distribution by the Grantors to or on account of the Secured Obligations.

8.14 Governing Law; Jurisdiction. This 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 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 each of the parties 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.

8.15 Counterparts; Effectiveness. 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 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.

8.16 Entire Agreement. This Agreement contains the entire agreement among the parties hereto with respect to the subject matter hereof and, except as set forth below, this agreement supersedes and replaces all other prior agreements, written or oral, among the parties hereto with respect to the subject matter hereof.

8.17 Severability. If any provision of this Agreement shall be found by any court of competent jurisdiction to be invalid or unenforceable, the parties hereby waive such provision to the extent that it is found to be invalid or unenforceable. Such provision shall, to the maximum extent allowable by law, be modified by such court so that it becomes enforceable, and, as modified, shall be enforced as any other provision hereof, all the other provisions hereof continuing in full force and effect.

8.18 Nature of Remedies. All Secured Obligations of each Grantor and rights of the Holder expressed herein or in any Loan Document shall be in addition to and not in limitation of those provided by applicable law. No failure to exercise and no delay in exercising, on the part of the Holder, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

8.19 Waiver of Jury Trial. EACH GRANTOR AND THE HOLDER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

[Signature Pages Follow]

Signature Page to Guaranty and Collateral Agreement

IN WITNESS WHEREOF, intending to be legally bound, each of the undersigned has duly executed and delivered this Guaranty and Collateral Agreement as of the date first above written.

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SCHEDULE 4

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SCHEDULE 5

INTELLECTUAL PROPERTY

Patents:

None

Trademarks:

Registered Trademarks:

United League LLC holds three trademarks for FIREFAN (trademark certificates attached as Attachment 5)

Unregistered Trademarks:

Investview Inc. (Investview)

Kuvera LLC (Kuvera)

Kuvera France (Kuvera France)

APEXTek LLC (APEXTek)

SAFETek LLC (SAFETek)

SAFE Management LLC (SAFE Management)

United Games LLC

Copyrights:

None

Intellectual Property Licenses:

None

Intellectual Property Subject to Licensing or Franchise Agreement:

None