Exhibit
10.89


 


EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of the 4th day of June, 2021, to take effect June 7,
2021 (the “Effective Date”), by and between Investview Inc. a Nevada Corporation (the “Employer”), and Ralph
R. Valvano (the “Executive”).


 


FOR
AND IN CONSIDERATION of the mutual covenants herein contained, the parties agree as follows:


 


ARTICLE
I


ASSOCIATION
AND RELATIONSHIP


 


1.1 Nature
of Employment. The Employer hereby employs the Executive, and the Executive hereby accepts employment from the Employer, upon
the terms and conditions set forth herein.


 


1.2 Services.
The Executive shall devote his full time, attention, and services to the business and affairs of the Employer.


 


1.3 Duties.
During the term of this Agreement, the Executive shall be employed by the Employer and shall serve as Chief Financial Officer. The
Executive shall serve in such offices or positions with the Employer or any subsidiary of the Employer and such substitute or
further offices or positions of substantially consistent rank and authority. The Executive shall perform duties appropriate as may
be assigned to him from time to time by the Board of Directors of the Employer (the “Board”) and as described in the
Employer’s bylaws and as itemized on Exhibit B attached hereto. Exhibit B is incorporated herein by reference and is expressly
made a part of this Agreement. The Executive shall report to the Board and the Board shall direct, control, and supervise the duties
and work of the Executive.


 


ARTICLE
II


COMPENSATION


 


2.1 Compensation.
For all services rendered by the Executive pursuant to this Agreement, the Employer shall compensate the Executive as
follows:


 


(a) Salary.
The Executive shall be paid, in accordance with the normal payroll practice of the Employer, annual compensation in the amount of
$225,000 for all hours worked, exempt from overtime.


 


(b) Salary
Escalation. The board of directors or the designated compensation committee shall conduct an annual review to determine whether
an increase in salary is appropriate based on Employer’s results of operations, increased activities or responsibilities of
the Executive, or such other factors as the board of directors or the designated compensation committee thereof may deem
appropriate.


 


(c) Other
Consideration. The Employer is providing other consideration as agreed to by Executive and attached herein as Exhibit A. Exhibit
A is incorporated herein by reference and is expressly made a part of this Agreement.


 




    	 	 	 



     


    

 


ARTICLE
III


COVENANT
TO NOT DISCLOSE CONFIDENTIAL INFORMATION


 


3.1 Definition
of Confidential Information. For purposes of this Agreement, the term “Confidential Information” shall mean
information in written, graphic, or electronic form under the care or custody of Executive as a direct or indirect consequence of or
through his employment with the Employer and the special proprietary information regarding the business, methods, and operation of
the Employer that is designated by the Employer as “Limited,” “Private,” or “Confidential” or
similarly designated or for which there is any reasonable basis to believe is, or which appears to be, treated by the Employer as
private, restricted, or secret, but does not include information generally available to the public or to businesses in the financial
education, research, and services industry.


 


3.2 Protection
of Confidential Information and Goodwill. The Executive acknowledges that in the course of carrying out, performing, and
fulfilling his responsibilities to the Employer, the Executive will be given access to and be entrusted with Confidential
Information relating to the Employer’s business. The Executive recognizes that (i) the goodwill of the Employer depends upon,
among other things, keeping the Confidential Information confidential and that unauthorized disclosure of the Confidential
Information would irreparably damage the Employer; and (ii) disclosure of any Confidential Information to competitors of the
Employer or to the general public would be highly detrimental to the Employer. The Executive further acknowledges that in the course
of performing his obligations to the Employer he will be a representative of the Employer to many other persons and, in some
instances, the Employer’s primary contact with such other persons, and as such will be responsible for maintaining or
enhancing the business and/or goodwill of the Employer with those other persons.


 


3.3 Covenants
Regarding Confidential Information. In further consideration of the employment of the Executive by the Employer and in
consideration of the compensation to be paid to the Executive during his employment, the Executive hereby agrees as
follows:


 


(a) Nondisclosure
of Confidential Information. The Executive will not, during his employment with the Employer or at any time after termination of
his employment, irrespective of the time, manner, or cause of termination, use, disclose, copy, or assist any other person or firm
in the use, disclosure, or copying, of any Confidential Information.


 


(b) Return
of Confidential Information. All files, records, documents, drawings, equipment, and similar items, whether in written or
electronic form, relating to the business of the Employer, whether prepared by the Executive or otherwise coming into his
possession, shall remain the exclusive property of the Employer and shall not be removed from the premises of the Employer, except
where necessary in carrying out the business of the Employer, without the prior written consent of the Employer. Upon termination of
the Executive’s employment, the Executive agrees to deliver to the Employer or confirm in writing the destruction of all
Confidential Information and all copies thereof along with any and all other property belonging to the Employer
whatsoever.


 







    	 	- 2 -	 



     


    

 


ARTICLE
IV


ENFORCEMENT
OF COVENANTS


 


4.1 Relief.
The Executive agrees that a breach or threatened breach by him of any covenant contained in this Agreement will cause such damage to
the Employer as will be irreparable, and for that reason, the Executive further agrees that the Employer shall be entitled as a
matter of right to an injunction from any court of competent jurisdiction restraining any further violation of such covenants by the
Executive, his employers, Officers, partners, or agents. The right to injunction shall be cumulative and in addition to whatever
other equitable or legal remedies the Employer may have, including, specifically, recovery of damages.


 


4.2 Survival
of Covenants. Subject to Article V below, in the event the Executive’s employment relationship with the Employer is
terminated, with cause, the covenants contained in Article III above and the remedies provided under this Article IV shall survive
for a period of one year after such termination.


 


ARTICLE
V


TERM
AND TERMINATION


 


5.1
Term. Except as provided herein, the initial term of this Agreement shall be for a period of one (1) year commencing on the Effective
Date and shall end on the one (1) anniversary of the Effective Date (the “Initial Term”). The Initial Term shall automatically
renew for additional one (1) year periods for four (4) consecutive terms (each a “Renewal Term”) unless terminated in accordance
with this Agreement. The term of this Agreement shall be the Initial Term plus any and all Renewal Terms (the “Term”).


 


5.2 Termination.
The Executive’s employment hereunder may be terminated under the following circumstances:


 


(a) Termination
for Cause. The Employer shall have the right to terminate this Agreement for cause (“Cause”) (as defined below) by
the Employer before the expiration of the Term provided for herein if, during the Term of this Agreement, the Executive (i) the
Executive has materially breached the terms hereof and Executive has failed to cure such breach within thirty (30) days of
Executive’s receipt of written notice of such breach; (ii) violates the provisions of the Non-Competition Agreement or the
Confidentiality Agreements between the Employer and Executive; (iii) exhibits repeated willful or wanton failure or refusal to
perform his duties in furtherance of the Company’s business interest or in accordance with this Agreement, which failure or
refusal is not remedied by the Employee within thirty (30) days after notice from the Employer; (iv) commits an intentional tort
against the Employer, which materially adversely affects the business of the Employer; (v) commits any flagrant act of dishonesty or
disloyalty or any act involving gross moral turpitude, which materially adversely affects the business of the Employer; (vi) in the
determination of the board of directors, has been grossly negligent in the performance of his duties; (vii) has engaged in material
willful or gross misconduct in the performance of his duties hereunder; (viii) there has been entered a final non-appealable
conviction of or a plea of guilty or nolo contendere by the Executive to a felony or misdemeanor involving fraud,
embezzlement, theft, or dishonesty or other criminal conduct against the Employer; or (ix) exhibits immoderate use of alcohol or
drugs which, in the opinion of an independent physician selected by the Employer, impairs the Executive’s ability to perform
his duties hereunder (all of the foregoing clauses (i) through (ix) constituting reasons for termination for “Cause”),
provided that unsatisfactory business performance of the Employer, or mere inefficiency, or good faith errors in judgment or
discretion by the Executive shall not constitute grounds for termination for Cause hereunder. Notwithstanding the foregoing, this
Agreement shall not be deemed to have been terminated for Cause, without (x) reasonable notice to the Executive setting forth the
reasons for the Employer’s intention to terminate for Cause; (y) an opportunity for the Executive, together with his counsel,
to be heard before the full board of directors of the Employer; and (z) delivery to the Executive of written notice of termination
setting forth the finding that in the good faith opinion of the board of directors the Executive was guilty of an act or acts
constituting Cause under this provision and specifying the particulars thereof in detail.


 




    	 	- 3 -	 



     


    

 





(b) Termination
upon Death or Permanent Disability of the Executive. This Agreement shall terminate immediately upon the Executive’s death
or permanent disability. Employer will pay the Executive’s estate, in full satisfaction of its compensation obligations under
this Agreement, an amount equal to any base salary due to the Executive an amount equal to three (3) months of the Executive’s
base salary, plus a prorated portion of any annual bonus to which the Executive may have been entitled on the last day of his actual
employment. In addition, with respect to any Award granted to the Executive pursuant to the Restricted Share Plan, in the event that
such Award is subject to future vesting or other restrictions regarding the exercisability or full enjoyment of the Award as of the
date of the Executive’s death, then, notwithstanding the terms of the Plan or the Award Agreement thereunder, provided, that
Executive has completed Executive’s second (2nd) anniversary of service with Employer, with respect to any Award
granted to the Executive pursuant to the Restricted Share Plan, the Award shall be limited to additional forward twelve (12) months
prorated portion of vesting and restrictions regarding the exercisability or full enjoyment of the Award as of the date of the
Executive’s death. Notwithstanding, if Executive has not completed Executive’s second (2nd) anniversary of
service with Employer, with respect to any Award granted to the Executive pursuant to the Restricted Share Plan, the Award shall be
limited to only the then current-year vesting and restrictions regarding the exercisability or full enjoyment of the Award as of the
date of the Executive’s death. For the
purposes of this Agreement, the term “permanent disability” shall mean the Executive’s inability to perform her
duties with or without a reasonable accommodation under this Agreement for a period of ninety (90) consecutive days due to illness,
accident or any other physical or mental incapacity, as determined in the reasonable judgment of the Executive’s primary
medical doctor specialized in the form of disability, subject to confirmation by a medical professional chosen by Employer
specialized in the form of disability. In the event the two medical professionals disagree, the two medical professionals shall
select a third medical professional specialized in the form of disability to evaluate the Executive, and the third medical
professional’s determination shall be binding on both Executive and Employer.


 


(c) Termination
by Executive with Good Reason. The Executive may terminate this Agreement for “Good
Reason,” as defined below. “Good Reason” means one or more of the following:


 


		(1)	Executive’s
                                            assignment by the Employer, without Executive’s
                                            written consent, to duties or responsibilities which are not consistent with that of duties
                                            and responsibilities as set for the in Exhibit A;
		(2)	Reduction
                                            by the Employer, without Executive’s written
                                            consent, of Executive’s Base Salary or other consideration pursuant to Article 2 above;
		(3)	the
                                            Employer’s material breach of its representations
                                            and/or obligations under this Agreement, which breach has continued unremedied for a period
                                            of thirty (30) days after Employer’s receipt of written notice from Executive; or
		(4)	A
                                            Change in Control, as defined below.



 


The
above shall be the only grounds for a termination of employment with Good Reason.


 


For
purposes of this Agreement, the term “Change in Control” shall mean (a) any individual or entity or group’s acquisition
of equity ownership that results in the new equity owner(s) owning at least fifty-one percent (51%) of the then outstanding equity interests
of the Employer entitled to vote generally in the election of directors; or any change that results
in a change of a majority of Employer’s board of directors; provided, however, that any restructuring of the board of directors
to create a majority independent board in connection with an application for listing on a national securities exchange shall not constitute
a Change of Control under this provision.


 




    	 	- 4 -	 



     


    

 


Upon
termination by the Executive for Good Reason, the Executive shall be entitled to receive: (i) all Base Salary earned but not yet paid;
(ii) reimbursement of all unpaid business expenses incurred in accordance with this Agreement by Executive prior to the effective date
of the termination of Executive’s employment; (iii) all other benefits accrued and currently vested through the date of such termination
in accordance with the applicable plans and programs of the Company; and (iv) as full damages for such a termination: the receipt of
Base Salary for (a) four (4) months if Executive is terminated under this subsection 5.2(c) prior to the end of the Initial Term or during
the first Renewal Term, or (b) six (6) months if Executive is terminated after the end of the First Renewal Term (the period of time
specified in this subsection 5.2 (c) is referred to herein as the “Severance Period”). No further damages can be assessed.
During the Severance Period, the Employer shall also continue paying its normal portion of Executive’s medical, dental and health
insurance premiums pursuant to any premiums that were in place prior to termination.


 


During
the Severance Period, the Employer will also continue Executive’s medical insurance, life insurance and disability coverage pursuant
to any premiums that were in place prior to termination, and, to the extent permitted under applicable policies, and will pay Executive
any fringe benefits which have accrued prior to the date of termination. By way of clarification, except to the extent such amounts have
been accrued or earned as of the date of termination, Executive shall not be entitled to any bonus payout under any Employer plan or
program, including, without limitation, any bonus plan of which Executive is a participant, in the event Executive’s employment
is terminated by the Employer.


 


 (d) Termination by Employer without Cause. This Agreement may be terminated by the Employer at any time, without Cause. Employer, may, but is not required to provide 30 days’ prior written notice from the Employer to the Executive. If the Executive’s employment is terminated by the Employer for any reason other than for Cause, Disability or Death, or if this Agreement is terminated by the Employer for what the Employer believes is Cause, Disability or Death, and it is ultimately determined that Cause did not exist or that Executive had not suffered a Disability or Death, Executive shall be entitled to receive: (i) all Base Salary earned but not yet paid; (ii) reimbursement of all unpaid business expenses incurred in accordance with this Agreement by Executive prior to the effective date of the termination of Executive’s employment; (iii) all other benefits accrued and currently vested through the date of such termination in accordance with the applicable plans and programs of the Company; and (iv) as full damages for such a termination: the receipt of Base Salary for (a) four (4) months if Executive is terminated under this subsection 5.2(d) prior to the end of the Initial Term or during the first Renewal Term, or (b) six (6) months if Executive is terminated after the end of the First Renewal Term (the period of time specified in this subsection 5.2 (d) is referred to herein as the “Severance Period”). No further damages can be assessed. During the Severance Period, the Employer shall also continue paying its normal portion of Executive’s medical, dental and health insurance premiums pursuant to any premiums that were in place prior to termination.




 


During
the Severance Period, the Employer will also continue Executive’s medical insurance, life insurance and disability coverage pursuant
to any premiums that were in place prior to termination, and, to the extent permitted under applicable policies, and will pay Executive
any fringe benefits which have accrued prior to the date of termination. By way of clarification, except to the extent such amounts have
been accrued or earned as of the date of termination, Executive shall not be entitled to any bonus payout under any Employer plan or
program, including, without limitation, any bonus plan of which Executive is a participant, in the event Executive’s employment
is terminated by the Employer.


 




    	 	- 5 -	 



     


    

 





5.3 Modified
or Termination Payments.


 


(a) Termination
by Employer Other than for Cause or by Executive for Good Reason. In the event that the Executive’s employment is
terminated or modified without the express written consent of the Executive by the Employer during the term hereof for reasons other
than Cause, or by Executive for Good Reason, the Employer shall:


 


(i)
pay to the Executive all amounts accrued through the date of termination, any unreimbursed expenses incurred pursuant to Section 2
of this Agreement;


 


(ii)
waive and automatically terminate all forfeiture restrictions governing stock or options held by the Executive, which thereupon
shall be vested and held free from forfeiture by the Executive pursuant to Section 5.2 (d) of this Agreement; and


 


(b) Termination
upon Death of the Executive. If the Executive dies during the term of this Agreement, the Employer shall pay to the estate of
the Executive the following:


 


(i)
within fifteen (15) days after the date on which the Executive dies, all amounts accrued through the date of termination, any
unreimbursed expenses incurred pursuant to Section 2 and Section 5.2 (b) of this Agreement, an amount for any accrued but unused
vacation days, calculated at the Executives salary in effect on the termination date, and any other benefits specifically provided
to the Executive; and


 


(c) Termination
by the Employer for Cause or by Executive without Good Reason. If the Employer terminates this Agreement for Cause or the
Executive terminates this Agreement without Good Reason, the Employer shall deliver to the Executive, within thirty (30) days
following the effective date of such termination, all amounts accrued through the date of termination and any unreimbursed expenses
incurred pursuant to Section 2 of this Agreement. Executive will not be entitled to any additional payment in the form of severance
or otherwise.


 


ARTICLE
VI


RESTRICTIVE
COVENANTS


 


6.1
Non-Solicitation of Employees. Executive hereby
covenants and agrees that, during Executive’s employment with Employer and for a period of one (1) year immediately following the
termination of such employment, whether voluntary or involuntary, Executive shall not solicit, directly or indirectly, any of Employer’s
employees for employment with any other person or business entity.


 


6.2
Non-Solicitation of Clients or Service Providers. Executive hereby covenants and agrees that, during Executive’s employment
with Employer and for a period of one (1) year immediately following the termination of such employment, whether voluntary or involuntary,
Executive shall not, directly or indirectly, with respect to products or services competitive with Employer’s products or services,
solicit business from or conduct business with any customer, client or service provider served by Employer; or solicit business from
or conduct business with any person or entity that was, during Executive’s employment with Employer, solicited or identified as
a business prospect by Employer.


 




    	 	- 6 -	 



     


    

 


6.3
Non-Competition. Executive hereby covenants and agrees that, during Executive’s employment with Employer and for a period
of one (1) year immediately following the termination of such employment, whether voluntary or involuntary, Executive shall not act in
any way, directly or indirectly, as principal, employee, agent, or otherwise, to solicit, divert or take away any customer, client, professional,
service provider or any supplier of Employer, or otherwise directly compete with Employer, in any geographic area where Employer presently
conducts business.


 


6.4
No “Moonlighting”. Executive hereby covenants and agrees that, during Executive’s employment with the Employer,
Executive shall not be employed by, or perform consulting or other services for, any other business entity or party without the prior
express written consent of the Employer’s board of directors.


 


ARTICLE
VII


MISCELLANEOUS


 


7.1 Exit
Interview. To insure a clear understanding of this Agreement, including the protection of the Employer’s business
interests, the Executive agrees, at no additional expense to the Employer, to engage in an exit interview with the Employer at a
time and place designated by the Employer.


 


7.2 Severability.
If any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the validity and enforceability of
any other provisions hereof. Further, should any provisions within this Agreement ever be reformed or rewritten by a judicial body,
those provisions as rewritten shall be binding upon the Employer and the Executive.


 


7.3 Right
of Setoff. The Employer and Executive shall each be entitled, at its option and not in lieu of any other remedies to which it
may be entitled, to set off any amounts due from the other or any affiliate of the other against any amount due and payable by such
person or any affiliate of such person pursuant to this Agreement or otherwise.


 


7.4 Representations
and Warranties of the Executive. The Executive represents and warrants to the Employer that (a) the Executive understands and
voluntarily agrees to the provisions of this Agreement; (b) the Executive is not aware of any existing medical condition which might
cause him to be or become unable to fulfill his duties under this Agreement; (c) the Executive has had the opportunity to consult
legal counsel of his own selection about this Agreement; and (d) the Executive is free to enter into this Agreement and has no
commitment, arrangement or understanding to or with any third party that restrains or is in conflict with this Agreement or that
would operate to prevent the Executive from performing the services to the Employer that the Executive has agreed to provide
hereunder.


 


7.5 Representations
and Warranties of the Employer. The Employer represents and warrants to the Executive that (a) the
Employer is an entity duly organized and validly existing in good standing under the laws of the State of Nevada, and has the
requisite power and authorization to own its properties and to carry on its business as now being conducted, (b) the Employer is
duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property
or the nature of the business conducted by it makes such qualification necessary, (c) the Employer conducts its business in
accordance with all applicable laws, rules and regulations, except to the extent that the failure to do so would not reasonably be
expected to have a material adverse effect on the business of the Employer, (d) the Employer has the requisite corporate power and
authority to enter into and perform its obligations under this Agreement, and (e) this
Agreement has been duly executed and delivered by the Employer, and constitutes the legal, valid and binding obligations of
the Employer, enforceable against the Employer in accordance with its terms.


 




    	 	- 7 -	 



     


    

 





7.6 Succession.
This Agreement and the rights and obligations hereunder shall be binding upon and inure to the benefit of the parties hereto and
their respective legal representatives, and shall also bind and inure to the benefit of any successor of the Employer by merger or
consolidation or any assignee of all or substantially all of its property.


 


7.7 Assignment.
Except to any successor or assignee of the Employer as provided in Section 7.6, neither this Agreement nor any rights or benefits
hereunder may be assigned by either party hereto without the prior written consent of the other party. Neither the Executive, the
Executive’s spouse, the Executive’s designated contingent beneficiary, nor their estates shall have any right to
anticipate, encumber, or dispose of any payment due under this Agreement. Such payments and other rights are expressly declared
non-assignable and non-transferable, except as specifically provided herein.


 


7.8 Reimbursement
of Expenses. In the event that it shall be necessary or desirable for the Executive to retain legal counsel and/or incur other
costs and expenses in connection with the interpretation or enforcement of any and all of the Executive’s rights under this
Agreement, the Executive shall bear the sole legal expense associated with this legal review and interpretation.


 


7.9 Indemnification.
The Employer shall indemnify the Executive and hold the Executive harmless from liability for acts or decisions made by the
Executive while performing services for the Employer to the greatest extent permitted by applicable law. The Executive agrees to
indemnify and to hold the Employer harmless from any and all damages, losses, claims, liabilities, costs, or expenses arising from
the Executive’s acts or omissions in violation of his duties under this Agreement which constitute fraud, gross negligence, or
willful and knowing violations of the terms of this Agreement.


 


7.10 Notices.
Any notices or other communications required or permitted under this Agreement shall be sufficiently given if personally delivered,
if sent by facsimile or telecopy transmission or other electronic communication (confirmed by sending a copy thereof by United
States mail), if sent by United States mail, registered or certified, postage prepaid, or if sent by prepaid overnight courier
addressed as set forth on the signature page hereto or such other addresses as shall be furnished in writing by any party in the
manner for giving notices hereunder, and any such notice or communication shall be deemed to have been given as of the date so
delivered or sent by facsimile or telecopy transmission or other electronic communication, one day after the date so sent by
overnight courier, or three days after the date of deposit in the United States mail.


 


7.11 Entire
Agreement. This Agreement contains the entire Agreement between the parties hereto with respect to the subject matter contained
herein. No change, addition, or amendment shall be made except by written agreement signed by the parties hereto.


 


7.12 Waiver
of Breach. The failure by any party to insist upon the strict performance of any covenant, duty, agreement, or condition of this
Agreement or the failure to exercise any right or remedy consequent upon a breach hereof shall not constitute a waiver of any such
breach or of any covenant, agreement, term, or condition and the waiver by either party hereto of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent breach by any party.


 




    	 	- 8 -	 



     


    

 





7.13 Multiple
Counterparts. This Agreement may be executed in
any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall
constitute but one and the same agreement and electronic or facsimile signatures shall be deemed original signatures. In
making proof of this Agreement, it shall not be necessary to produce or account for more than one such
counterpart.


 


7.14 Descriptive
Headings. In the event of a conflict between titles to articles and paragraphs and the text, the text shall control.


 


7.15 Governing
Law. This Agreement and the rights and obligations of the Parties under this Agreement shall be governed by, and construed and
interpreted in accordance with, the law of the state of New Jersey.


 




    	 	- 9 -	 



     


    

 





SIGNED
AND DELIVERED to be effective as of the Effective Date
set forth above.


 


	 	EMPLOYER:
	 	 	 
	 	Investview
    Inc.
	 	 	 
	 	By:	 
	 	Name:	Joseph
    Cammarata
	 	Title:	CEO
	 	 	 
	 	Investview
    Inc.
	 	 	 
	 	By:	 
	 	Name:	Annette
    Raynor
	 	Title:	COO
	 	 	 
	 	EXECUTIVE:
	 	 	 
	 	By:	 
	 	Name:	Ralph
    R. Valvano
	 	Title:	Chief
    Financial Officer


 




    	 	- 10 -	 



     


    

 


EXHIBIT
A


 


To
the Employment Agreement (“Agreement”) entered into as of the 4th day of June 2021, by and between Investview
Inc. (the “Employer”), and Ralph R. Valvano (the “Executive”).


 


OTHER
CONSIDERATION


 


Other
consideration agreed to between the parties:


 


	 	1.	6,500,000
    (SIX MILLION FIVE HUNDRED THOUSAND) restricted shares (the “Restricted Shares”) of the stock of INVESTVIEW INC. (INVU)
    which is contingent upon the CFO’s continuous service and employment to the Employer, and will vest over a five (5) year period.
	 	 	 
	 	2.	Award
    of Restricted Shares. The Employer hereby agrees to award to the Executive the number of shares of Common Stock listed above,
    subject to the restrictions contained herein.
	 	 	 
	 	3.	Vesting
    of the Restricted Shares. Subject to the terms of this Agreement, the Restricted Shares shall vest in accordance with the following
    schedule:


 


	Date	 	Shares Vesting
	 	 	 
	May 31, 2022 (“1st Anniversary Term”)	 	 	20	%
	 	 	 	 	 
	May 31, 2023 (“2nd Anniversary Term”)	 	 	20	%
	 	 	 	 	 
	May 31, 2024 (“3rd Anniversary Term”)	 	 	20	%
	 	 	 	 	 
	May 31, 2025 (“4th Anniversary Term”)	 	 	20	%
	 	 	 	 	 
	May 31, 2026 (“5th Anniversary Term”)	 	 	20	%



 


	 	4.	Registration
    of Restricted Shares. The Employer covenants and represents to use its best efforts to file a registration statement on Form
    S-8 that will register the subsequent issuance of the Restricted Shares to be received by Executive within fourteen (14) days of
    the Effective Date.
	 	 	 
	 	5.	Change
    of Control of the Company. In the event a Change of Control of the Company, as defined in Section 5.2(c) of the of the Employment
    Agreement, occurs, then all of the Restricted Shares awarded to Executive that have not yet vested shall immediately and automatically
    vest upon the occurrence of a Change of Control of the Company.
	 	 	 
	 	6.	Termination
    by Employer for Cause or by Executive without Good Reason. If Executive’s employment is terminated by the Employer pursuant
    to Section 5.2 (a) of the Employment Agreement, or by Executive without Good Reason, the vesting of the Restricted Shares shall,
    on the date of such termination, cease and any unvested Restricted Shares shall be forfeited by Executive and revert to the Employer.
	 	 	 
	 	7.	Termination
    Due to Executive’s Death or Permanent Disability. If Executive’s employment is terminated due to Executive’s
    death or permanent disability pursuant to Section 5.2 (b) of the Employment Agreement, the Restricted Shares shall, upon such termination,
    vest as stated.
	 	 	 
	 	8.	Termination
    by Employer Without Cause or by Executive for Good Reason. If Executive’s employment is terminated by Employer pursuant
    to Section 5.2 (d) of the Employment Agreement or by Executive pursuant to Section 5.2(c) of the Employment Agreement, then any Restricted
    Shares that are scheduled to vest during the period from the date of termination through the next Anniversary Term, as applicable,
    under the Employment Agreement (but in no event longer than a one-year period following the date of Executive’s date of termination)
    shall vest immediately.


 




    	 	- 11 -	 



     


    

 


	 	9.	Prohibition
    Against Transfer. Prior to vesting of the Restricted Shares, Executive may not transfer, assign, pledge or hypothecate in any
    way (whether by operation of law or otherwise) the Restricted Shares. Any transfer in violation of this Section shall be void and
    of no further effect.
	 	 	 
	 	10.	Taxes.
    The Employer may require payment of Executive or withhold any income or employment tax which it believes is payable as a result of
    the grant or vesting of the Restricted Shares or any payments thereon or in connection therewith, and the Employer may defer making
    delivery with respect to the shares until arrangements satisfactory to the Employer have been made with regard to any such withholding
    obligation. The Employer may withhold shares of Common Stock to satisfy such withholding obligations.
	 	 	 
	 	11.	Expense
    Reimbursement. Expense reimbursement for Direct costs incurred by the Executive in performing his Executive duties hereunder
	 	 	 
	 	12.	Plans.
    The Employer shall provide to the Executive paid time off, incentive, retirement, pension, profit sharing, stock option, health,
    medical, or other employee benefit plans that are consistent with and similar to such plans if provided by the Employer to its C-Suite
    executives generally. All costs of such plans shall be an expense of the Employer and shall be paid by the Employer.


 




    	 	- 12 -	 



     


    

 


EXHIBIT
B


 


To
the Employment Agreement (“Agreement”) entered into as of the 4th day of June 2021, by and between Investview
Inc. (the “Employer”), and Ralph R. Valvano (the “Executive”).


 


DUTIES


 


CFO
Duties and Responsibilities:


 


As
Chief Financial Officer (CFO) of Employer you will have the primary responsibility for the planning, implementation, managing and running
of all the finance activities of Employer, including business planning, budgeting, forecasting negotiations, regulatory compliance, and
obtaining and maintaining investor relations and partnership compliance. Specific duties and responsibilities will be as assigned by
the Board of Directors and will include, but not necessarily be limited to, the following:


 


	 	●	Establish
    and Directing accounting policies, procedures and internal controls
	 	●	Providing
    leadership, direction and management of the finance and accounting team
	 	●	Providing
    strategic management of the accounting and finance functions
	 	●	Overseeing
    entire financial team including Controller, assistant controllers, regulatory compliance team
	 	●	Overseeing
    financial systems implementations and upgrades
	 	●	Reviewing,
    approving, and signing all required SEC reports and certifications
	 	●	Providing
    strategic recommendations to the CEO, President, COO, Board of Directors and other members of the executive management team
	 	●	Hiring,
    training and retaining skilled accounting and finance staff
	 	●	Managing
    and overseeing the relationship with independent auditors
	 	●	Managing
    the processes for financial forecasting and budgets, and overseeing the preparation of all financial reporting
	 	●	Recommending
    improvements to ensure the integrity of a company’s financial information
	 	●	Advising
    on long-term business and financial planning
	 	●	Establishing
    and developing relations with senior management and external partners and stakeholders
	 	●	Co-managing
    relationships with investors and investment institutions
	 	●	Reviewing
    all formal finance, HR and IT related procedures
	 	●	Identifying
    and managing business risks and insurance requirements
	 	●	Collaborate
    with chief operations officer on technology decisions


 






    	 	- 13 -