SECURITIES PURCHASE AGREEMENT


 


This Securities Purchase
Agreement (this “Agreement”) is dated as of October 2, 2013, by and among Investview, Inc., a Nevada corporation
(the “Company”), and the purchaser identified on the signature pages hereto (the “Purchaser”).


 


WHEREAS, subject to
the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act (as defined below) and/or
Rule 506 promulgated thereunder, the Company desires to issue and sell to the Purchaser and the Purchaser desires to use its best
efforts to purchase on the Closings Dates an aggregate of up to 1,000,000 of shares of common stock and common stock purchase warrants
to acquire up to 1,000,000 shares of common stock of the Company (the "Offering") at an aggregate purchase price of up
to $1,000,000.


 


NOW, THEREFORE, IN
CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:


 


ARTICLE I


DEFINITIONS


 


1.1          Definitions.
In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings indicated in this Section 1.1:


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 144 under the Securities Act. With respect to the Purchaser,
any investment fund or managed account that is managed on a discretionary basis by the same investment manager as such Purchaser
will be deemed to be an Affiliate of such Purchaser.


 


“Closings”
means the Closings of the purchase and sale of the Securities pursuant to Section 2.1.


 


“Closing
Dates” means the Trading Day when all of the Transaction Documents have been executed and delivered by the applicable
parties thereto, and all conditions precedent to (i) the Purchaser’s obligations to pay the Subscription Amount have been
satisfied or waived (ii) and the Company’s obligations to deliver the Securities have been satisfied or waived.


 


“Commission”
means the Securities and Exchange Commission.


 


“Common
Stock” means the common stock of the Company, par value $0.001 per share, and any securities into which such common stock
shall hereinafter been reclassified into.


 




    	 



    	 



    

 


“Company
Counsel” means Fleming PLLC, with offices located at 49 Front Street, Suite 206, Rockville Centre, New York 11570.


 


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


 


“GAAP”
shall have the meaning ascribed to such term in Section 3.1(h).


 


“Liens”
means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).


 


“Material
Permits” shall have the meaning ascribed to such term in Section 3.1(j).


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding,
such as a deposition), whether commenced or threatened.


 


“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).


 


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


 


“SEC
Reports” shall have the meaning ascribed to such term in Section 3.1(h).


 


“Securities”
means the Shares and the Warrants.


 


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


 


“Shares”
means the shares of Common Stock purchased hereunder.


 


“Subscription
Amount” shall mean the amount to be paid for the Securities in United States Dollars according to the schedule set forth
in Section 2.1 below.


 


“Subsidiary”
means any subsidiary of the Company set forth in the SEC Reports.


 


“Trading
Day” means any day during which the Trading Market shall be open for business.


 




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“Trading
Market” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: OTC Bulletin Board, the OTC Markets, the NYSE Euronext, the New York Stock Exchange, the Nasdaq Global Market or the
Nasdaq Capital Market.


 


“Transaction
Documents” means this Agreement, the Warrants and any other documents or agreements executed in connection with the transactions
contemplated hereunder.


 


“Warrants”
means the Common Stock Purchase Warrants purchased hereunder, a form of which is attached hereto as Exhibit A.


 


ARTICLE II


PURCHASE AND SALE


 


2.1          Closings.
On the Closing Dates, the Purchaser shall use its best efforts to purchase from the Company and the Company shall issue and sell
to the Purchaser the Securities as follows:


 


(a)          100,000
Shares and Warrants to purchase 100,000 shares of Common Stock in consideration of the Subscription Amount of $100,000, which has
been previously funded;


 


(b)          On
or before November 30, 2013, up to 500,000 Shares and Warrants to purchase 500,000 shares of Common Stock in consideration of the
Subscription Amount of $500,000; and


 


(c)          On
or before January 31, 2014, up to 400,000 Shares and Warrants to purchase 400,000 shares of Common Stock in consideration of the
Subscription Amount of $400,000.


 


Upon
satisfaction of the conditions set forth in Section 2.2, the Closings shall occur at the offices of Company Counsel or such other
location as the parties shall mutually agree.


 


2.2          Conditions
to Closings. The Closings are subject to the satisfaction or waiver by the party to be benefited thereby of the following conditions:


 


(a)          The
Company shall have delivered or caused to be delivered to the Purchaser the following:


 


		(i)	this Agreement duly executed by the Company;



 


		(ii)	the Shares for each Closing evidenced by a stock certificate; and



 


		(iii)	the Warrants for each Closing.



 




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(b)          At
the Closings, the Purchaser shall have delivered or caused to be delivered to the Company this Agreement duly executed by the Purchaser
and the applicable Subscription Amount by wire transfer.


 


(c)          All
representations and warranties of the other party contained herein shall remain true and correct as of the Closings Date and all
covenants of the other party shall have been performed if due prior to such date.


 


ARTICLE III


REPRESENTATIONS AND WARRANTIES


 


3.1          Representations
and Warranties of the Company. Except as set forth in the SEC Reports, the Company hereby makes the representations and warranties
set forth below to the Purchaser:


 


(a)          Subsidiaries.
All of the direct and indirect subsidiaries of the Company are set forth in the SEC Reports. The Company owns, directly or indirectly,
all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all the issued and outstanding
shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar
rights to subscribe for or purchase securities.


 


(b)          Organization
and Qualification. Each of the Company and the Subsidiaries is an entity duly incorporated or otherwise organized, validly
existing and in good standing under the laws of the jurisdiction of its incorporation or organization (as applicable), with the
requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither
the Company nor any Subsidiary is in violation or default of any of the provisions of its respective certificate or articles of
incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified
to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of
the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified
or in good standing, as the case may be, could not have or reasonably be expected to result in (i) a material adverse effect on
the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations,
assets, business, or financial condition of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect
on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document
(any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction
revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.


 




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(c)          Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by each of the Transaction Documents and otherwise to carry out its obligations hereunder or thereunder. The execution and delivery
of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby or thereby
have been duly authorized by all necessary action on the part of the Company and no further consent or action is required by the
Company other than Required Approvals. Each of the Transaction Documents has been (or upon delivery will be) duly executed by the
Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and general principles of
equity. Neither the Company nor any Subsidiary is in violation of any of the provisions of its respective certificate or articles
of incorporation, by-laws or other organizational or charter documents except where such violation could not, individually or in
the aggregate, constitute a Material Adverse Effect.


 


(d)          No
Conflicts. The execution, delivery and performance of the Transaction Documents by the Company, the issuance and sale of the
Shares and the consummation by the Company of the other transactions contemplated thereby do not and will not (i) conflict with
or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other
organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time
or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or
any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse
of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise)
or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any
Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law,
rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the
Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset
of the Company or a Subsidiary is bound or affected, or (iv) conflict with or violate the terms of any agreement by which the Company
or any Subsidiary is bound or to which any property or asset of the Company or any Subsidiary is bound or affected; except in the
case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.


 


(e)          Filings,
Consents and Approvals. Neither the Company nor any Subsidiary is required to obtain any consent, waiver, authorization or
order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental
authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents,
other than (i) the filing with the Commission of a Form D pursuant to Commission Regulation D and (ii) applicable Blue Sky filings
(collectively, the “Required Approvals”).


 


(f)          Issuance
of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens. The Company has reserved
from its duly authorized capital stock a number of shares of Common Stock for issuance of the Shares and the shares of Common Stock
issuable under the Warrants.


 




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(g)          Capitalization.
The capitalization of the Company is as set forth in the SEC Reports. No Person has any right of first refusal, preemptive right,
right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except
as a result of the purchase and sale of the Shares and as set forth in the SEC Reports, there are no outstanding options, warrants,
script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations
convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or
contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional
shares of Common Stock. No person has any registration rights with respect to securities of the Company other than as set forth
in the SEC Reports (as defined below).


 


(h)          SEC
Reports; Financial Statements. Since March 31, 2010, the Company has filed all reports required to be filed by it under the
Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, (the foregoing materials, including
the exhibits thereto, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received
a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of
their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange
Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained
any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements
of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules
and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been
prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods
involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and
except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects
the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations
and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit
adjustments. There are no pending or outstanding “comment letter(s)” from the SEC.


 




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(i)          Compliance.
Neither the Company nor any Subsidiary (i) is in default under or in violation of (and no event has occurred that has not been
waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the
Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture,
loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is
bound (whether or not such default or violation has been waived), (ii) is in violation of any order of any court, arbitrator or
governmental body, or (iii) is or has been in violation of any statute, rule or regulation of any governmental authority, including
without limitation all foreign, federal, state and local laws applicable to its business except in each case as could not have
a Material Adverse Effect.


 


(j)          Regulatory
Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess
such permits could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect
(“Material Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating
to the revocation or modification of any Material Permit.


 


(k)          Title
to Assets. Except as set forth in the SEC Reports, the Company and the Subsidiaries have good and marketable title in fee simple
to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable
title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case
free and clear of all Liens, except for Liens as do not 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 and the Subsidiaries, Liens for the payment of federal,
state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held
under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company
and the Subsidiaries are in compliance.


 


(l)          Patents
and Trademarks. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks,
trademark applications, service marks, trade names, copyrights, licenses and other similar rights that are necessary or material
for use in connection with their respective businesses and which the failure to so have could have a Material Adverse Effect (collectively,
the “Intellectual Property Rights”). Neither the Company nor any Subsidiary has received a written notice that
the Intellectual Property Rights used by the Company or any Subsidiary violates or infringes upon the rights of any Person. To
the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another
Person of any of the Intellectual Property Rights of others.


 


(m)          Insurance.
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and
in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged. To the best
of Company’s knowledge, such insurance contracts and policies are accurate and complete. Neither the Company nor any Subsidiary
has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or
to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in
cost.


 




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(n)          Internal
Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls
sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific
authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP
and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific
authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences.


 


(o)          Certain
Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor
or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by
this Agreement. The Purchaser shall have no obligation with respect to any fees or with respect to any claims made by or on behalf
of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated
by this Agreement.


 


(p)          Private
Placement. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2, no registration
under the Securities Act is required for the offer and sale of the Shares by the Company to the Purchasers as contemplated hereby.


 


(q)          No
Integrated Offering. Neither the Company, nor any of its Affiliates, 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 circumstances that would
cause this offering of the Shares to be integrated with prior offerings by the Company for purposes of the Securities Act or which
could violate any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of
the Trading Market. All prior issuances and sales of securities by the Company complied with all SEC and Blue Sky laws and all
Blue Sky and SEC Reports required to be made with respect thereto were made. No person has any rescission rights with respect to
any prior sales of the Company’s securities.


 


(r)          Tax
Status. Except as set forth in the SEC Reports, the Company and each of its Subsidiaries has made or filed all federal, state
and foreign income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject (unless
and only to the extent that the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate
for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that
are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in
good faith and has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to
the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be
due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim. The Company
has not executed a waiver with respect to the statute of limitations relating to the assessment or collection of any foreign, federal,
statute or local tax. None of the Company’s tax returns is presently being audited by any taxing authority.


 




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(s)          No
General Solicitation or Advertising in Regard to this Transaction. Neither the Company nor, to the knowledge of the Company,
any of its directors or officers (i) has conducted or will conduct any general solicitation (as that term is used in Rule 502(c)
of Regulation D) or general advertising with respect to the sale of the Ssecurities.


 


(t)          Foreign
Corrupt Practices. Neither the Company, nor to the knowledge of the Company, any agent or other person acting on behalf of
the Company, has (i) directly or indirectly, used any corrupt funds for unlawful contributions, gifts, entertainment or other unlawful
expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials
or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully
any contribution made by the Company (or made by any person acting on its behalf of which the Company is aware) which is in violation
of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.


 


(u)          Trading
Market. The shares of the Company’s Common Stock, including the Shares, are registered under Section 12(g) of the Exchange
Act. The Common Stock is eligible for quotation of trades on the OTC Bulletin Board (“OTC-BB”) under the symbol
“INVU.” There is no correspondence and/or reason to believe the Common Stock will not be eligible for continued quotation
and/or any action as commenced or may be commenced to delist the Common Stock from the OTC-BB.


 


(v)         Related
Party Transactions. Except as set forth in the SEC Reports, none of the Company, its Subsidiaries, or any of their respective
officers, directors, stockholders or employees is presently a party to any transaction with the Company, including any contract,
agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property
to or from, or otherwise requiring payments to or from any such officer, director, stockholder or employee or, to the knowledge
of the Company, any corporation, partnership, trust or other entity in which any such officer, partner, member or employee has
an interest or is an officer, director, trustee or partner.


 




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(w)          Acknowledgment
Regarding Purchaser’s Purchase of Securities. The Company acknowledges and agrees that the Purchaser is acting solely
in the capacity of arm’s length purchasers with respect to this Agreement and the transactions contemplated hereby. The Company
further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity)
with respect to this Agreement and the transactions contemplated hereby and any statement made by any Purchaser or any of their
respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or
a recommendation and is merely incidental to the Purchasers’ purchase of the Shares. The Company further represents to the
Purchaser that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of
the Company and its representatives.


 


3.2          Representations
and Warranties of the Purchaser. The Purchaser hereby represents and warrants as of the date hereof and as of the Closings
Date to the Company as follows:


 


(a)          Organization;
Authority. The Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction
of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions
contemplated by the Transaction Documents and otherwise to carry out its obligations thereunder. The execution, delivery and performance
by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar
action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser,
and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation
of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and
applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’
rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.


 


(b)          No
View to Distribute. The Purchaser understands that the Securities are “restricted securities” and have not been
registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its
own account and not with a view to or for distributing or reselling such Securities or any part thereof, has no present intention
of distributing any of the Securities and has no arrangement or understanding with any other persons regarding the distribution
of the Securities (this representation and warranty not limiting the Purchaser’s right to sell the Securities in compliance
with applicable federal and state securities laws). The Purchaser is acquiring the Securities hereunder in the ordinary course
of its business. The Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute
any of the Securities.


 


(c)          Purchaser
Status. At the time such Purchaser was offered the Shares, it was, and at the date hereof it is either: (i) an “accredited
investor” as defined in Rule 501 under the Securities Act or (ii) a “qualified institutional buyer” as defined
in Rule 144A(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of
the Exchange Act.


 




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(d)          Experience
of Such Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and
experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk
of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.


 


(e)          Review
of Transaction Documents and SEC Reports. Purchaser hereby acknowledges receipt of the Transaction Documents, the SEC Reports
and any additional information that the Purchaser has requested or desired to know, and has been afforded the opportunity to ask
questions of and to receive answers from duly authorized officers or representatives of the Company. In making its decision to
invest in the Shares, the Purchaser has relied solely upon the information provided by the Company in the Transaction Documents
and SEC Reports.


 


(f)          General
Solicitation. The Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication
regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented
at any seminar or any other general solicitation or general advertisement.


 


The Company acknowledges
and agrees that the Purchaser does not make or has not made any representations or warranties with respect to the transactions
contemplated hereby other than those specifically set forth in this Section 3.2.


 


ARTICLE IV


OTHER AGREEMENTS OF THE PARTIES


 


4.1          Transfer
Restrictions.


 


(a)          The
Shares and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”) may only
be disposed of in compliance with state and federal securities laws. In connection with any transfer of Shares and the Warrant
Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser
or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to
the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of
which opinion and shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration
of such transferred Shares under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to
be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement.


 


(b)          The
Purchaser agrees to the imprinting, so long as is required by this Section 4.1(b), of the following legend on any certificate evidencing
Shares and the Warrant Shares:


 




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THESE SHARES HAVE NOT BEEN REGISTERED
WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE
TO THE COMPANY.


 


4.2          Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined
in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Shares in a manner that would require
the registration under the Securities Act of the sale of the Shares to the Purchasers or that would be integrated with the offer
or sale of the Shares for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval
prior to the Closings of such other transaction unless shareholder approval is obtained before the Closings of such subsequent
transaction.


 


4.3          Use
of Proceeds. The proceeds from the sale of the Shares shall be used for working capital.


 


4.4          Indemnification
of Purchaser. Subject to the provisions of this Section 4.4, the Company will indemnify and hold the Purchaser and its directors,
officers, shareholders and partners (each, a “Purchaser Party”) harmless from any and all losses, liabilities,
obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs
and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of
or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement
or in the other Transaction Documents or (b) any action instituted against a Purchaser, or any of them or their respective Affiliates,
by any stockholder of the Company who is not an Affiliate of such Purchaser, with respect to any of the transactions contemplated
by the Transaction Documents (unless such action is based upon a breach of such Purchaser’s representation, warranties or
covenants under the Transaction Documents or any agreements or understandings such Purchaser may have with any such stockholder
or any violations by the Purchaser of state or federal securities laws or any conduct by such Purchaser which constitutes fraud,
gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of
which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and
the Company shall have the right to assume the defense thereof with counsel of its own choosing. The Company will not be liable
to any Purchaser Party under this Agreement (i) for any settlement by an Purchaser Party effected without the Company’s prior
written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss,
claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants
or agreements made by the Purchasers in this Agreement or in the other Transaction Documents.


 




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ARTICLE V


MISCELLANEOUS


 


5.1          Fees
and Expenses.


 


(a)          Except
as otherwise set forth in this Agreement, each party shall pay the fees and expenses of its advisers, counsel, accountants and
other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery
and performance of this Agreement. The Company has provided the Purchaser with a payment of $5,000 to pay for the Purchaser’s
legal fees.


 


(b)          All
fees and reimbursements due hereunder will be payable on the Closing Dates out of funds in connection with the Closings.


 


5.2          Entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of
the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with
respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


5.3          Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile number specified on the signature page prior to 5:30 p.m. (New York City time) on a Trading Day
and an electronic confirmation of delivery is received by the sender, (b) the next Trading Day after the date of transmission,
if such notice or communication is delivered via facsimile at the facsimile number specified in this Section on a day that is not
a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) three Trading Days following the date of mailing,
if sent by U.S. nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is
required to be given. The addresses for such notices and communications are those set forth on the signature pages hereof, or such
other address as may be designated in writing hereafter, in the same manner, by such Person.


 


5.4          Amendments;
Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment,
by the Company and the Purchaser or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought.
No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof,
nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.


 




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5.5          Construction.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.


 


5.6          Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted
assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of
the Purchaser. Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns
or transfers any Shares, provided such transferee agrees in writing to be bound, with respect to the transferred Shares, by the
provisions hereof that apply to the “Purchasers”.


 


5.7          No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


5.8          Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall
be governed by and construed and enforced in accordance with the internal laws of the State of New Jersey, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party
hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in
the state courts in Monmouth County, New Jersey or the federal courts sitting in Newark, New Jersey. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting set forth above for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to
the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action
or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding
is improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents
to process being served in any such suit, action or proceeding 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 Agreement 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 manner permitted by law. The parties hereby waive all rights to a trial by
jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing
party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses
incurred with the investigation, preparation and prosecution of such action or proceeding.


 




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5.9          Survival.
The representations and warranties contained herein shall survive the Closings.


 


5.10        Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission,
such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such facsimile signature page were an original thereof.


 


5.11        Severability.
If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt
to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate
such substitute provision in this Agreement.


 


5.12        Replacement
of Shares. If any certificate or instrument evidencing any Shares or the Warrant Shares is mutilated, lost, stolen or destroyed,
the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and
substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company
of such loss, theft or destruction and customary and reasonable indemnity, if requested. The applicants for a new certificate or
instrument under such circumstances shall also pay all third-party costs associated with the issuance of such replacement Shares.


 


5.13        Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of
the Purchaser and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that
monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the
foregoing sentence and hereby agrees to waive in any action for specific performance of any such obligation the defense that a
remedy at law would be adequate.


 


5.14        Construction.
The parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of the Transaction Documents or any amendments hereto.


 


[SIGNATURE PAGE FOLLOWS]


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.


 


	INVESTVIEW, INC.	 	Address for Notice:
	 	 	 	 
	By:	/s/ Dr. Joseph Louro	 	Investview, Inc.
	 	Name:  Dr. Joseph Louro	 	54 Broad Street, Suite 301
	 	Title: CEO	 	Red Bank, New Jersey  07701
	 	 	 	Attention: CEO
	 	 	 	 
	 	 	 	T 732-380-7271
	 	 	 	F 


 


With a copy to (which shall not constitute notice):


Stephen M. Fleming, Esq.


Fleming PLLC


49 Front Street, Suite 206


Rockville Centre, New York 11570


 


T 516-833-5034


F 516-977-1209


 


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE PAGE FOR PURCHASER FOLLOWS]


 




    	-16-



    	 



    

 


[PURCHASER SIGNATURE PAGES TO INVESTVIEW,
INC.


SECURITIES PURCHASE AGREEMENT]


 


IN WITNESS WHEREOF,
the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as
of the date first indicated above.


 


Name
of Purchaser: Allied Global Ventures LLC


 


Signature of Authorized Signatory of Purchaser: /s/ G.
Bart Rice


 


Name of Authorized Signatory: G. Bart Rice


 


Title of Authorized Signatory: Manager


 


Email Address of Authorized Signatory: N/A


 


Address for Notice of Investing Entity:


 


Address for Delivery of the Shares for Investing Entity (if
not same as above):


 


Pre-Funded


Subscription Amount: $100,000


Per Share Purchase Price: $1.00 per share


Shares of Common Stock: 100,000


Common Stock Purchase Warrants: 100,000


 


November 30, 2013


Subscription Amount: Up to $500,000


Per Share Purchase Price: $1.00 per share


Shares of Common Stock: Up to 500,000


Common Stock Purchase Warrants: Up to 500,000


 


January 31, 2014


Subscription Amount: Up to $400,000


Per Share Purchase Price: $1.00 per share


Shares of Common Stock: Up to 400,000


Common Stock Purchase Warrants: Up to 400,000


 




    	-17-