Exhibit
10.85


 


INVESTVIEW,
INC.


 


FIRST
AMENDMENT TO AMENDED AND RESTATED 


 


SECURITIES
PURCHASE AGREEMENT


 


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


 


RECITALS


 


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


 


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


 


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


 


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


 


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


 


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


 


6.07 Reserved.


 


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


 


7.03 Reserved.


 


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


 


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


 


(signature
page follows)


 




    	 



    	 



    

 


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


 


	 	INVESTVIEW,
    INC.
	 	a
    Nevada corporation
	 	 	 
	 	By:	/s/
    Joseph Cammarata
	 	Name:	Joseph
    Cammarata 
	 	Title:	Chief
    Executive Officer


 


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


 




    	 



    	 



    

 


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


 


	 	PURCHASER
	 	 	 
	 	DBR
    CAPITAL, LLC
	 	 	 
	 	By:	/s/
    David B. Rothrock
	 	Name:
    	David
    B. Rothrock
	 	Title:	Managing
    Member Executive


 


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