EXHIBIT
10.64


 


Consent
Of Series B Preferred Stockholders 


To
Action To Approve The Amendment To The 


Certificate
Of Designations, Preferences And Rights 


Of



13%
Series B Cumulative Redeemable Perpetual Preferred Stock 


Of



Investview
Corporation, A Nevada Corporation


 


Pursuant
to Nevada Revised Statutes (“NRS”) § 78.320 entitled “Stockholders’ meetings; consent for actions
taken without meeting,” the undersigned, holders (the “Holders”) of all of the outstanding shares of 13% Series
B Cumulative Redeemable Perpetual Preferred Stock (“Series B Preferred Stock”) of Investview Corporation, a publicly-held
Nevada corporation (hereinafter “Company”), by their signatures below, hereby consent, in writing (the “Written
Consent”), to cast all of shares of Series B Preferred Stock held in their name(s) and issued by the Company, representing
not less than two-thirds of the total number of issued and outstanding shares of the Company’s Series B Preferred Stock,
in favor of the Certificate Of Amendment Of Certificate Of Designations, Preferences And Rights of the 13% Series B Cumulative
Redeemable Perpetual Preferred Stock dated May 12, 2020 (the “Certificate of Designation, as Amended”), a copy of
which is attached hereto, and unanimously approved by the directors of the Company resolution was duly adopted by the Board of
Directors of the Corporation (the “Board of Directors”) pursuant to the authority of the Board of Directors as required
by NRS 78.315 of the Nevada Revised Statutes (“NRS”).


 


The
purpose of such Written Consent is to amend the rights of the Holders in Sections 7 and 8 of the original Certificate of Designations,
Preferences And Rights of the 13% Series B Cumulative Redeemable Perpetual Preferred Stock that was filed as Exhibit 10.55 to
the Company’s registration statement, file no. 333-365563 (the “Registration Statement”) declared effective
by the United States Securities and Exchange Commission on March 6, 2020, to: (i) delete the rights of the Holders in Section
7(b) and (c) that: (i) if the Company effects any issuance by the Company or any of its subsidiaries of common stock or common
stock equivalents for cash consideration, Indebtedness or a combination of units thereof, including convertible note financing
transactions (a “Subsequent Financing”), the Holder may elect, in its sole discretion, to exchange . . . all or some
of the Series B Preferred Stock then held for any securities or units issued in a Subsequent Financing including convertible note
financing transactions; and (ii) in lieu of such rights, grant the Holders of the shares of Series B Preferred Stock in the Certificate
of Designation, as Amended, the right from the date hereof until the date when the Holder(s) no longer holds any Series B Preferred
Stock, if the Company effects any issuance by the Company or any of its subsidiaries of a new series of preferred stock paying
a cash dividend in excess of 13% (a “Subsequent Series Preferred Stock”), the Holder(s) may elect, in its sole discretion,
to exchange all or some of the Series B Preferred Stock then held for such Subsequent Series Preferred Stock; and amending Sections
8(b) and (c) as provided in the attached Certificate of Designation, as Amended and specifically understand the revisions to Sections
7 and 8 thereto.


 


This
Written Consent is being submitted for approval and execution by the Holders of the requisite two-thirds of the outstanding shares
of Series B Preferred Stock, each of whom, by their signatures below, attest that they have read and understand the Certificate
of Designation, as Amended and shall also constitute minutes of the proceedings of the Holders of Series B Preferred Stock of
the Company as contemplated in NRS § 78.320.3. As further contemplated in NRS § 78.320.3 and because this Written Consent
to action by the undersigned Holders is in writing, notice of a stockholders’ meeting was not given and no formal meeting
was called or held.


 


DATED
and made effective this 22nd day of May 2020.


 


	INVESTVIEW
    CORPORATION	 
	 	 	 
	/s/: Joseph Cammarata	 
	By:	Joseph
    Cammarata	 
	Title:
    	Chief
    Executive Officer	 


 




    	 	 	 



     


    

 


The
undersigned Holders of shares of Series B Preferred Stock issued by the Company pursuant to the above-referenced Registration
Statement, by their signature below, represent and warrant to the Company that as of this 22nd day of May 2020 that they are Holders
of the number of shares of Series B Preferred Stock set forth on their respective signature lines below and hereby consent to
the adoption and filing of Series B Certificate of Designation, as Amended:


 


HOLDER
WRITTEN CONSENT


 


	Name
    and Signature	 	#
    of Shares of Series B Preferred Stock
	/s/:
                                         Sade Graham

        
	 	 
	Sade
    Graham	 	 
	 	 	 
	/s/:
                                         Annette Raynor 
	 	4
    Shares
	Annette
    Raynor	 	 
	 	 	 
	/s/:
                                         Atsush InaGayama 
	 	200
    Shares
	Atsush
    InaGayama	 	 
	 	 	 
	/s/:
                                         Christian Crabtree

        
	 	20
    Shares
	Christian
    Crabtree	 	 
	 	 	 
	/s/:
                                         Debra Minifield 
	 	8
    Shares
	Debra
    Minifield	 	 
	 	 	 
	/s/:
                                         Dominic Romano 
	 	600
    Shares
	Dominic
    Romano	 	 
	 	 	 
	/s/:
                                         Elijah John Poballas 
	 	 8 Shares 
	Elijah
    John Poballas	 	 
	 	 	 
	/s/:
                                         Fujiko Utsuki 
	 	20
    Shares
	Fujiko
    Utsuki	 	 
	 	 	 
	/s/:
                                         Hanako Saito 
	 	12
    Shares
	Hanako
    Saito	 	 
	 	 	 
	/s/:
                                         Haruka Sugiyama 
	 	4
    Shares
	Haruka
    Sugiyama	 	 
	 	 	 
	/s/:
                                         Hitomi Poko
	 	1200
    Shares
	Hitomi
    Poko	 	 
	 	 	 
	/s/:
                                         Jan Duevel 
	 	40
    Shares
	Jan
    Duevel	 	 
	 	 	 
	/s/:
                                         Kaoru Takasaki 
	 	12
    Shares
	Kaoru
    Takasaki	 	 
	 	 	 
	/s/:
                                         Katsuhiko Watanabe 
	 	4
    Shares
	Katsuhiko
    Watanabe	 	 
	 	 	 
	/s/:
                                         LaTanyua Price 
	 	4
    Shares
	LaTanyua
    Price	 	 
	 	 	 
	/s/:
                                         Migiwa Ohashi

        
	 	 200 Shares 
	Migiwa
    Ohashi	 	 
		 	 
	/s/:
                                         Misako Motomura 
	 	33
    Shares
	Misako
    Motomura	 	 
	 	 	 
	/s/:
                                         Naohide Hirasawa
	 	100
    Shares
	Naohide
    Hirasawa	 	 
	 	 	 
	/s/:
                                         Tae Yamamoto 
	 	40
    Shares
	Tae
    Yamamoto	 	 
	 	 	 
	/s/:
                                         Youko Fueki 
	 	24
    Shares
	Youko
    Fueki	 	 
	 	 	 
	/s/:
                                         Brian Kennington 
	 	10
    Shares
	Brian
    Kennington	 	 
	 	 	 
	/s/:
                                         Vinnie Rodriquez 
	 	4
    Shares
	Vinnie
    Rodriquez	 	 
	 	 	 
	             Total	 	 2,547
    Shares* 













 


 






 *
Represents in excess of 2/3rds of the holders of Series B Preferred Stock at May 22, 2020, as required by the Certificate Of Designations,
Preferences And Rights of the 13% Series B Cumulative Redeemable Perpetual Preferred Stock.