Item 9.01Financial Statements and Exhibits
The following are filed as exhibits to this report:
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Exhibit
Number*
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Title of Document
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Location
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Item 10
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Miscellaneous
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10.36
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Purchase Agreement between United Marketing, LLC and Investview,
Inc., entered July 20
th
,
2018
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Attached
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EXHIBIT
10.36
PURCHASE AGREEMENT
This PURCHASE AGREEMENT (“Agreement”) made this 20th
day of July 2018 by and between,
United Games Marketing
LLC,
a Utah limited liability
company, hereinafter referred to as the “SELLER,”
and
Investview Inc.,
a Nevada Corporation hereinafter
referred to as “PURCHASER.”
WHEREAS, Seller is the sole owner and operator of United Games LLC
and United League LLC, both of which are Utah limited liability
companies (together, “United Games”); and
WHEREAS, Seller is in the business of providing distributor
marketing back-office & commission tools and online sports
gaming experience for users of its application distributed through
its network of affiliates; and
WHEREAS, the Purchaser desires to purchase United Games from the
Seller, including all of the assets identified in Schedule A;
and
WHEREAS, the Purchaser through its wholly owned subsidiary, Kuvera
LLC (“Kuvera”), is in the business of providing
financial education tools and trading alerts in traditional
financial & cryptocurrency markets through its distributors;
and
WHEREAS, the Parties are desirous of effectuating a smooth and
efficient transfer of the business being sold and acknowledge that
their mutual goodwill and cooperation are essential to this
end.
NOW THEREFORE, the Parties hereto, in consideration of the mutual
covenants and agreements herein contained, do hereby, agree as
follows:
SALE
OF UNITED GAMES. The Seller agrees to sell and transfer and the
Purchaser agrees to buy all of the membership interests in United
Games LLC and United League LLC, including specifically all of the
assets identified in Schedule A attached hereto.
PURCHASE
PRICE. The purchase price shall be as set forth below:
a)
FIFTY
MILLION shares of common stock of Investview Inc. (SYMBOL: INVU) to
be issued at closing.
CLOSING. The closing shall take place on or
about
July
20, 2018
at the offices
of,
Kuvera,
LLC
or such other mutually
agreeable location.
DELIVERIES
AT CLOSING.
a)
The
Purchaser shall deliver to the Seller 50 million shares of its
restricted common stock.
b)
The
Seller shall deliver to the Purchaser all of the membership
interests in United Games LLC and United League LLC, including
specifically all of the assets identified on Schedule A, and the
Purchaser shall assume all of the liabilities identified on
Schedule A.
EXCLUSIONS
& CONSIDERATION.
a)
The
parties agree that the SELLER will retain all cash and cash
equivalents and the reserve held by United Games’ credit card
processor at date of closing, subject to Section 6
below.
b)
The
parties agree that the SELLER and its officers and directors will
retain rights to pursue derivatives with software technologies;
provided, however, that such activities are not in direct
competition with the Purchaser and its subsidiaries. Direct
competition shall mean a network marketing company involved with
providing finance related subscriptions and cryptocurrency mining
contracts.
REPRESENTATIONS.
The
Seller warrants and represents the following:
a)
Seller
is the sole owner of and has good and marketable title to all the
membership interests of United Games, including the assets
specifically enumerated in Schedule A, free from all debts,
security interests, liens, and encumbrances.
b)
United
Games has entered into no contracts relating to its business that
have not been disclosed to Purchaser.
c)
There
are no judgments, liens, actions, or proceedings pending or
threatened against United Games anywhere.
d)
There
are no violations of any kind pending or threatened against United
Games and United Games will comply with all notices of violations
of law, ordinances, or rules and regulations affecting the business
as of the date of closing.
e)
United
Games has not used any other business name or address within three
years of the date of this Agreement.
f)
All
of the tangible property of United Games is now and at the time of
closing will be located at the Seller’s place of business and
will not be removed therefrom without the written consent of the
Purchaser.
g)
Seller
will retain responsibility for any pension or retirement plan or
program for the benefit of any present or former employees of
United Games.
h)
Seller
is not insolvent and will be able to meet business and personal
obligations as they become due.
i)
This
Agreement is made with Seller in reliance upon its representations
to Purchaser, which by its execution of this Agreement Seller
hereby confirms, that the Seller is an accredited investor, as that
term is defined in Rule 501(a) of Regulation D, that the common
stock to be acquired by it will be acquired for investment for its
own account, not as a nominee or agent, and not with a view to or
for the resale or distribution of any part thereof, and Seller has
no present intention of selling, granting any participation in, or
otherwise distributing the common stock other than to the current
owners of Seller. By executing this Agreement, Seller further
represents that it does not presently have any contract,
undertaking, agreement, or arrangement with any person to sell,
transfer, or grant participation to such person or to any third
person respecting the common stock. Seller represents that it has
full power and authority to enter into this Agreement.
j)
Seller
understands that the common stock has not been, and will not be,
registered under the Securities Act or state securities laws, by
reason of specific exemptions from the registration provisions of
the Securities Act and applicable state laws that depend upon,
among other things, the bona fide nature of the investment intent
and the accuracy of Seller’s representations as expressed
herein. Seller understands that the shares of common stock are
characterized as “restricted securities” under the
federal and state securities laws inasmuch as they are being
acquired from the Purchaser in a transaction not involving a public
offering and that under such laws and applicable regulations, the
common stock may be resold without registration under the
Securities Act and applicable state laws only in reliance on
certain exemptions from the registration requirements, such as Rule
144.
k)
Neither
the U.S. Securities and Exchange Commission nor the securities
regulatory authority of any state or other federal agency has made
any determination as to the merits of entering into this
Agreement.
l)
Seller
understands Purchaser files periodic reports with the United States
Securities and Exchange Commission and has had an opportunity to
review those reports. Seller has a detailed understanding of the
Purchaser’s business, including the potential risks
associated with the business plan. Additionally, Seller has been
provided with all materials and information requested by it,
including any information requested to verify any information
furnished, and Seller has been provided the opportunity for direct
communication with the Purchaser and its representatives regarding
the purchase made hereby, including the opportunity to ask
questions of and receive answers from the Purchaser’s
officers and directors.
m)
Seller
was not, at any time, solicited by any leaflet, public promotional
meeting, circular, newspaper or magazine article, radio or
television advertisement, or any other form of general advertising
or solicitation in connection with the offer, sale, or purchase of
the securities as provided in this Agreement.
n)
Seller
understands that the common stock may bear the following legend or
any similar legend required by the securities laws of any state (to
the extent such laws are applicable to the securities represented
by the certificate so legended):
These securities have not been registered under the Securities Act
of 1933, as amended, or state securities laws and have been
acquired for investment and not with a view to, or in connection
with, the sale or distribution thereof. No such sale or disposition
may be effected without an effective registration statement related
thereto or an available exemption under the Securities Act of 1933,
as amended, and applicable state laws.
COVENANTS
OF SELLER.
The
Seller covenants with the Purchaser as follows:
a)
All
the assets identified in Schedule A are owned by United Games and
will be free of all encumbrances, except for any liabilities
defined in Schedule A.
b)
The
business of United Games will be conducted up to the date of
closing in substantially the same manner as it has been conducted
in the past, in accordance with all applicable laws and
regulations, and no contracts will be entered into with respect to
the business without the prior written consent of the
Purchaser.
c)
No
judgments, liens, or security interests will be outstanding at the
time of the closing against United Games or against its business or
any assets thereof, except those to be paid and discharged out of
the purchase price at closing and approved by the Purchaser’s
attorney.
d)
Seller
will hold Purchaser free and harmless from bills, claims, demands,
indebtedness, liability and taxes and any other claims of any
nature incurred or rising out of and by reason of the conduct or
operation of the business prior to closing by Seller, other than
those liabilities specifically identified on Schedule A. Purchaser
will hold Seller free and harmless from bills, claims, demands,
indebtedness, liability and taxes and any other claims of any
nature incurred or arising out of and by reason of the conduct or
operation of the business after closing by Purchaser.
e)
Seller
has filed and will file at the date of closing all Federal, State
and local tax returns which are required by it to be filed with
payment of all taxes due thereon and such returns hereto filed are
true, correct and there are no deficiencies, or assessment claims.
In the event that an audit should take place subsequent to the
closing of this Agreement for any period prior to the date of
closing, the Seller’s liability for same is 100 per cent of
the taxing authority’s demand for said period including all
interest and penalties thereon and, further, will pay in full all
withholding, social security, and unemployment insurance taxes,
applicable.
COVENANT
NOT TO COMPETE.
Seller,
its principals and agents, agree that for three (3) years from date
of closing, they will not, directly or indirectly, own, manage,
operate, join, control, participate in, engage in any way, as
employee, partner, officer, director, shareholder, or otherwise, or
through any other person, firm or corporation, in any business
similar to or in competition with the Purchaser. Any business
similar to or in competition with the Purchaser shall mean a
network marketing company involved with providing finance related
subscriptions and cryptocurrency mining contracts.
BROKER.
The
Parties warrant and represent that no broker was involved in
negotiating the purchase of the assets. The Parties agree to hold
each other harmless and indemnify each other against any and all
claims for brokers’ fees from any broker, arising out of any
acts of a Party.
MISCELLANEOUS.
a)
All
pre-paid accounts for work to be performed after the date of
closing shall be the property of the Purchaser and a final
adjustment of any such accounts shall be made at the
closing.
b)
The
Purchaser, its principals and employees, acknowledge that this
business as with any business involves financial risks and that the
Seller has not made any promises, guarantees, warranties or
representations as to the profitability and/or future success of
this business and the Purchaser, its principals and employees, have
agreed to purchase this business at their own risk.
c)
The
Parties hereto agree to execute such additional documents and
papers and to perform and do such additional acts and things as
may, from time to time, be reasonably necessary and proper to
effectuate and carry out the transaction contemplated by this
Agreement.
d)
The
Purchaser hereby warrants and represents that it has had ample
opportunity to review and investigate the specifics of
Seller’s business. That it has had the opportunity to make a
full and independent investigation of all financial and
professional matters. That it is fully satisfied that all relevant
information has been disclosed to it.
e)
All
notices under this Agreement shall be in writing and may be served
by personal service or by electronic methods including email.
Notice by mail shall be addressed to each Party at its last known
residence or office address.
f)
This
Agreement and all acts and transactions pursuant hereto and the
rights and obligations of the Parties will be governed, construed,
and interpreted in accordance with the laws of the state of Utah,
without giving effect to any choice or conflict of law provision or
rule (whether the state of Utah or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other
than the state of Utah.
g)
The
Parties agree that any dispute, claim or controversy arising under,
out of, or in relation to this Agreement shall be submitted for
adjudication and/or settlement by arbitration proceedings in
accordance with the Rules of the American Arbitration Association,
and any determination thereon shall be binding upon the Parties
hereto with the same force and effect as if rendered by a court of
competent jurisdiction, and judgment thereon may be entered by any
Party.
h)
Purchaser
agrees to waive compliance with the requirements of applicable
laws, if any relating to bulk sales and Seller agrees to hold
harmless and indemnify Purchaser from and against any and all
liabilities that may be asserted against it arising out of such
noncompliance.
SURVIVAL
OF REPRESENTATIONS.
All
representations, warranties, and agreements contained herein shall
not be discharged or dissolved upon closing but shall survive
same.
ENTIRE
AGREEMENT.
The
Parties represent that this is the entire agreement and
understanding among the Parties, and that there are no
representations, warranties, terms, covenants or conditions made by
any other party except as herein expressly contained. This
Agreement shall not be altered, waived, modified or canceled in any
respect except in writing, duly executed by all of the Parties
hereto, and no oral agreement or course of conduct to the contrary,
shall be deemed an alteration, amendment, modification of
cancellation.
SUCCESSOR
AND ASSIGNS.
This
Agreement shall be binding upon and inure to the benefit of the
Parties hereto and their legal representatives, successors and
assigns forever.
IN WITNESS WHEREOF, the Parties have executed this Agreement the
day and year first above written.
SELLER
UNITED
GAMES MARKETING LLC
__/s/
Ben
Eggett
_________________________
Name:
Ben Eggett
Title:
CTO/COO
PURCHASER
INVESTVIEW
INC.
___/s/
Ryan
Smith
_________________________
Name:
Ryan Smith
Title:
CEO
SCHEDULE A
ASSETS
■
Customizable
Back Office
■
Customizable
Commission Engine
■
14
laptops and associated monitors
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Unclaimed
commissions in PayQuicker account
■
The
United Games brand (registered & trademarked)
■
FireFan
the brand (registered & trademarked)
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Website
domains, including unitedgames.com, firefan.com, and
unitedleague.com
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Recurring
& Recycling Billing & wallet systems
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Cloud
based IT infrastructure
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Existing
incoming revenue
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Development
team capable of building new technologies & integrating with
current
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Team
of 14 employees whom Investview determined to retain
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Newly
engaged Leaders & growth initiative (4-6 A+ Leaders with strong
connections)
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Affiliates
and network contacts
LIABILITIES
■
All
expenditures incurred on or after closing related to ongoing United
Games and United League Activities
■
Charges
by Purchaser for Seller to open account / buy product
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PayQuicker
fees for June Activity
■
License
agreement for Commission Engine
■
Buy
out of the Apple laptop leases
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Responsibility
for chargeback activity
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Sport
Radar data feeds used in FireFan
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Reward
program redemptions
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Merchant
& App store processing costs