Exhibit 10.34


 


REGISTRATION RIGHTS AGREEMENT


 





This REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of December 6, 2017, is by and among Investview, Inc., a
company organized under the laws of the State of Nevada, with offices located at 12 South 400 West – Suite 300, Salt Lake
City, UT 84101 (the “Company”), and D-Beta One EQ, Ltd., a Cayman Island exempted limited company, with offices
at 1012 Springfield Avenue, Mountainside, NJ 07092 (the “Investor”).


 


RECITALS


 


A.       In
connection with the Securities Purchase Agreement by and among the parties hereto, dated as of December 6, 2017 (the
“Securities Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the
Securities Purchase Agreement, to issue and sell to the
Investor 20,000,000 shares of the Company’s common stock par value $0.001 per share (the “Common Stock”).


 


B.       To
induce the Investor to consummate the transactions contemplated by the Securities Purchase Agreement, the Company has agreed to
provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or
any similar successor statute (collectively, the “Securities Act”), and applicable state securities laws.


 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and each of the Investor hereby agree as follows:


 


1.                 
Definitions.


 


Capitalized terms used
herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement. As used
in this Agreement, the following terms shall have the following meanings:


 


(a)       “Business
Day” means any day other than Saturday, Sunday or any other day on which commercial banks in New York, New York are authorized
or required by law to remain closed.


 


(b)       “Closing
Date” shall have the meaning set forth in the Securities Purchase Agreement.


 


(c)       “Effective
Date” means the date that the applicable Registration Statement has been declared effective by the SEC.


 


(d)       “Effectiveness
Deadline” means (i) with respect to the initial Registration Statement required to be filed pursuant to Section 2(a),
the earlier of the (A) 120th calendar day after the Subsequent Closing Date with respect to the initial Registration
Statement and (B) 5th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC
that such Registration Statement will not be reviewed or will not be subject to further review and (ii) with respect to any additional
Registration Statements that may be required to be filed by the Company pursuant to this Agreement, the earlier of the (A) 90th
calendar day following the date on which the Company was required to file such additional Registration Statement and (B) 5th
Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration
Statement will not be reviewed or will not be subject to further review.


 






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(e)       “Filing
Deadline” means (i) with respect to the initial Registration Statement required to be filed pursuant to Section 2(a),
the 60th calendar day following the Initial Closing Date and (ii) with respect to any additional Registration Statements
that may be required to be filed by the Company pursuant to this Agreement, the date on which the Company was required to file
such additional Registration Statement pursuant to the terms of this Agreement.


 


(f)       “Initial
Closing Date” shall have the meaning set forth in the Securities Purchase Agreement.


 


(g)       “Initial
Effective Date” means the date that the Initial Registration Statement has been declared effective by the SEC.


 


(h)       “Investor”
means D-Beta One EQ, Ltd or any transferee or assignee of any Registrable Securities, to whom D-Beta One
EQ, Ltd assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance
with Section 9 and any transferee or assignee thereof to whom a transferee or assignee of any Registrable Securities,
assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 9.


 


(i)       “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization
or a government or any department or agency thereof.


 


(i)       “Register,” “registered,” and “registration”
refer to a registration effected by preparing and filing one or more Registration Statements in compliance with the Securities
Act and pursuant to Rule 415 and the declaration of effectiveness of such Registration Statement(s) by the SEC.


 


(j)       “Registrable
Securities” means (i) 20,000,000 shares of the Company’s Common Stock issued and sold to the Investor pursuant
to the Securities Purchase Agrement and (ii) any share shares of the Company’s Common Stock issued or issuable as a result
of any share split, share dividend, recapitalization, exchange or similar event or otherwise.


 


(k)       “Registration
Statement” means a registration statement or registration statements of the Company filed under the Securities Act covering
Registrable Securities.


 


(l)       “Required
Holders” means the holders of at least a majority of the Registrable Securities (excluding any Registrable Securities
held by the Company or any of its Subsidiaries).


 


(m)       “Required
Registration Amount” means 20,000,000 shares of the Company’s Common Stock.


 


(n)       “Rule
144” means Rule 144 promulgated by the SEC under the Securities Act, as such rule may be amended from time to time, or
any other similar or successor rule or regulation of the SEC.


 


(o)       “Rule
415” means Rule 415 promulgated by the SEC under the Securities Act, as such rule may be amended from time to time, or
any other similar or successor rule or regulation of the SEC.


 


(p)       “SEC”
means the United States Securities and Exchange Commission or any successor thereto.


 


(q)       “Subsequent
Closing Date” shall have the meaning set forth in the Securities Purchase Agreement.


 






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2.                 
Registration.


 


(a)              
Mandatory Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing
Deadline, file with the SEC an initial Registration Statement on Form S-1 (or another available form) covering the resale of all
of the Registrable Securities. Such initial Registration Statement, and each other Registration Statement required to be filed
pursuant to the terms of this Agreement, shall contain (unless otherwise directed by the Required Holders at least 3 Business
Days prior to the proposed filing date thereof) the “Selling Shareholders” and “Plan of Distribution”
sections each in substantially the form set forth in Exhibit B attached hereto (subject to such revisions which, in the reasonable
opinion of the Company or its counsel, are required to reflect the inclusion of any other securities permitted to be included
in such Registration Statement or in response to SEC comments or guidance). The Company shall use its commercially reasonable
efforts to have such initial Registration Statement, and each other Registration Statement required to be filed pursuant to the
terms of this Agreement, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness
Deadline for such Registration Statement.


 


(b)              
Legal Counsel. The Required Holders shall have the right to select one legal counsel to review, in accordance with
Section 3(c), any Registration Statement proposed to be filed by the Company pursuant to this Section 2 (“Legal
Counsel”).


 


(c)              
Registration on Form S-1. The Company shall undertake to register the resale of the Registrable Securities on Form S-1
as soon as practicable after such form becomes available, provided that the Company shall maintain the effectiveness of all Registration
Statements then in effect until such time as a Registration Statement on Form S-1 covering the resale of all the Registrable Securities
has been declared effective by the SEC and the prospectus contained therein is available for use.


 


(d)              
Sufficient Number of Shares Registered. In the event the number
of shares available under any Registration Statement is insufficient to cover all of the Registrable Securities required to be
covered by such Registration Statement, the Company shall amend such Registration Statement (if permissible), or file with the
SEC a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required
Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement,
in each case, as soon as practicable, but in any event not later than (i) if an amendment, 15 days after the necessity therefor
arises and (ii) if a new Registration Statement, 60 days after the necessity therefor arises (but taking account of any Staff
position with respect to the date on which the Staff will permit such amendment to the Registration Statement and/or such new
Registration Statement (as the case may be) to be filed with the SEC). The Company shall use its commercially reasonable efforts
to cause such amendment to such Registration Statement and/or such new Registration Statement (as the case may be) to become effective
as soon as practicable following the filing thereof with the SEC, but in no event later than the applicable Effectiveness Deadline
for such Registration Statement. For purposes of the foregoing provision, the number of shares available under a Registration
Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares
of the Company’s Common Stock available for resale under the applicable Registration Statement is less than the product
determined by multiplying (i) the Required Registration Amount as of such time by (ii) 0.80.


 


(e)              
Effect of Failure to File and Obtain and Maintain Effectiveness of any Registration Statement. If (i) a Registration
Statement covering the resale of all of the Registrable Securities required to be covered thereby (subject to Section 2(f))
and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the Filing Deadline
for such Registration Statement (a “Filing Failure”) (it being understood that if the Company files a Registration
Statement without affording Legal Counsel the opportunity to review and comment on the same as required by Section 3(c)
hereof, the Company shall be deemed to not have satisfied this clause (i)(A) and such event shall be deemed to be a Filing
Failure) or (B) not declared effective by the SEC on or before the Effectiveness Deadline for such Registration Statement (an “Effectiveness
Failure”) (it being understood that if on the 2nd Business Day immediately following the Effective Date for
such Registration Statement the Company shall not have filed a “final” prospectus for such Registration Statement with
the SEC under Rule 424(b) in accordance with Section 3(b) (whether or not such a prospectus is technically required
by such rule), the Company shall be deemed to not have satisfied this clause (i)(B) and such event shall be deemed to be an Effectiveness
Failure), (ii) other than during an Allowable Grace Period (as defined below), on any day after the Effective Date of a Registration
Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities
included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell
such Registrable Securities (a “Maintenance Failure”), or (iii) if a Registration Statement is not effective
for any reason or the prospectus contained therein is not available for use for any reason, the Company fails to file with the
SEC any required reports under Section 13 or 15(d) of the Exchange Act such that it is not in compliance with Rule 144(c)(1)
(or Rule 144(i)(2), if applicable) (a “Current Public Information Failure”) as a result of which any of the
Investors are unable to sell Registrable Securities without restriction under Rule 144 (including, without limitation, volume
restrictions), shall be deemed an event of default hereunder. Notwithstanding the foregoing, it shall not be deemed an event of
default with respect to any period during which all of such Investor’s Registrable Securities may be sold by such Investor
without restriction under Rule 144 (including, without limitation, volume restrictions) and without the need for current public
information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable).


 





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(f)               
Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event the staff of the SEC
(the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed
pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Company, or in any other manner,
such that the Staff or the SEC do not permit such Registration Statement to become effective and used for resales
in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investors participating therein (or
as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company
shall first remove from such Registration Statement all securities other than Registrable Securities proposed to be included therein
until all such other securities shall have been removed, and thereafter shall reduce the number of shares to be included in such
Registration Statement by the Investor until such time as the Staff and the SEC shall so permit such Registration Statement
to become effective as aforesaid. In addition, in the event that the Staff or the SEC requires the Investor seeking to sell
securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in
order to permit such Registration Statement to become effective, and the Investor does not consent to being so named as an underwriter
in such Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities
to be registered on behalf of the Investor until such time as the Staff or the SEC does not require such identification
or until the Investor accepts such identification and the manner thereof. In the event of any reduction in Registrable Securities
pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the
Company signed by the Investor, the Company to file a registration statement within 60 days of such request (subject to any restrictions
imposed by Rule 415 or required by the Staff or the SEC) for resale the such Investor in a manner acceptable to the Investor,
and the Company shall following such request cause to be and keep effective such Registration Statement in the same manner
and for the same period of time otherwise contemplated in this Agreement for Registration Statements required to be filed hereunder.
Notwithstanding anything contained herein to the contrary, in no event will any holder be entitled to any Registration Delay Payments
as a result of the withdrawal or exclusion of its Registrable Securities from a Registration Statement pursuant to this paragraph.


 


(g)              
Piggyback Registrations. Without limiting any obligation of the Company hereunder or under the Securities Purchase
Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained
therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating
to an offering for its own account or the account of others under the Securities Act of any of its equity securities (other than
on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities
to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with
the Company’s share option or other employee benefit plans), then the Company shall deliver to the Investor a written notice
of such determination and, if within 15 days after the date of the delivery of such notice, the Investor shall so request in writing,
the Company shall include in such registration statement all or any part of such Registrable Securities the Investor requests to
be registered; provided, however, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g)
that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and
without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are
the subject of a then-effective Registration Statement.


 


(h)              
Allocation of Registrable Securities. In the event that an Investor sells or otherwise transfers any of such Investor’s
Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata
portion of the then-remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee
(as the case may be). Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person
which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors,
pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement.


 


(i)                
Inclusion of Other Securities. The Company shall be permitted to include in any Registration Statement hereunder
any other Shares of the Company’s Common Stock outstanding as of the date hereof or issuable upon the exercise of warrants,
options, convertible promissory notes or other convertible securities of the Company outstanding as of the date hereof (including
without limitation any share capital of the Company into which the shares of the Company’s Common Stock are converted or
exchanged, in each case after giving effect to a Closing (as defined in the Securities Purchase Agreement). Except as set forth
in the preceding sentence, the Company shall in no event include any securities other than Registrable Securities on any Registration
Statement filed in accordance herewith without the prior written consent of the Required Holders.






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3.                 
Related Obligations.


 


The Company shall use
its commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the intended method
of disposition thereof, and, pursuant thereto, the Company shall have the following obligations:


 


(a)              
Subject to Allowable Grace Periods (as defined below), the Company shall keep each Registration Statement effective (and
the prospectus contained therein available for use) pursuant to Rule 415 for resales by the Investors on a delayed or continuous
basis at fixed prices or, if and when a market develops, at prevailing market prices at all times until the earlier of (i) the
date as of which all of the Investors may sell all of the Registrable Securities covered by such Registration Statement without
restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information
required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable), (ii) the date on which the Investors shall have sold all of the
Registrable Securities covered by such Registration Statement or (iii) the 1 year anniversary of the Effective Date of such Registration
Statement (the “Registration Period”). Notwithstanding anything to the contrary contained in this Agreement,
the Company shall ensure that, when filed and at all times while effective, each Registration Statement (including, without limitation,
all amendments and supplements thereto) and the prospectus (including, without limitation, all amendments and supplements thereto)
used in connection with such Registration Statement (1) shall not contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses, in the
light of the circumstances in which they were made) not misleading and (2) will disclose (whether directly or through incorporation
by reference to other SEC filings to the extent permitted) all material information regarding the Company and its securities. The
Company shall submit to the SEC, within 2 Business Days after the later of the date that (i) the Company learns that no review
of a particular Registration Statement will be made by the Staff or that the Staff has no further comments on a particular Registration
Statement (as the case may be) and (ii) the consent of Legal Counsel is obtained pursuant to Section 3(c) (which consent
shall be immediately sought), a request for acceleration of effectiveness of such Registration Statement to a time and date not
later than 2 Business Days after the submission of such request (or such later date as may be required or requested by the Staff
of the SEC).


 


(b)              
Subject to Section 3(n) of this Agreement, the Company shall prepare and file with the SEC such amendments (including,
without limitation, post-effective amendments) and supplements to each Registration Statement and the prospectus used in connection
with each such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act,
as may be necessary to keep each such Registration Statement effective at all times during the Registration Period for such Registration
Statement, and, during such period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable
Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have
been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration
Statement; provided, however, that no later than 5:30 p.m. (New York time) on the 2nd Business Day immediately following
each Effective Date, the Company shall file with the SEC in accordance with Rule 424(b) under the Securities Act the final prospectus
to be used in connection with sales pursuant to the applicable Registration Statement (whether or not such a prospectus is technically
required by such rule). In the case of amendments and supplements to any Registration Statement which are required to be filed
pursuant to this Agreement (including, without limitation, pursuant to this Section 3(b)) by reason of the Company
filing a report on Form 10-K, Form 8-K or any analogous report under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), the Company shall, if permitted under the applicable rules and regulations of the SEC, have incorporated such
report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the SEC
on the same day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement
such Registration Statement.


 






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(c)              
The Company shall (A) permit Legal Counsel to review and comment upon (i) each Registration Statement at least 5 Business
Days prior to its filing with the SEC and (ii) all amendments and supplements to each Registration Statement (including, without
limitation, the prospectus contained therein) (except for Annual Reports on Form 10-K, Current Reports on Form 8-K, and any similar
or successor reports) within a reasonable number of days prior to their filing with the SEC, and (B) not file any Registration
Statement or amendment or supplement thereto in a form to which Legal Counsel reasonably objects; provided, however, that in no
event shall any Investor be entitled to any Registration Delay Payment as a result of and solely to the extent of a failure triggering
a Registration Delay Payment caused by Legal Counsel, including for the elimination of doubt as a result of the timing necessary
to properly make any changes requested by such Legal Counsel). For the elimination of doubt, in the event that Legal Counsel has
not raised an objection within 5 Business Days of receipt of a Registration Statement, amendment or supplement, as applicable,
then the Company shall be permitted to file such Registration Statement, amendment or supplement and shall not be deemed to have
violated its obligation to provide Legal Counsel the opportunity to review such Registration Statement, amendment or supplement
(for purposes of Section 2(e) or otherwise). The Company shall not submit a request for acceleration of the effectiveness
of a Registration Statement or any amendment or supplement thereto or to any prospectus contained therein without the prior consent
of Legal Counsel, which consent shall not be unreasonably withheld. The Company shall promptly furnish to Legal Counsel, by e-mail
and without charge: (i) copies of any correspondence from the SEC or the Staff to the Company or its representatives relating to
each Registration Statement, unless such correspondence contains any material, non-public information regarding the Company or
any of its Subsidiaries (as defined in the Securities Purchase Agreement) in which case the Company shall not be required to provide
copies of such correspondence under this clause (i), (ii) after the same is prepared and filed with the SEC, 1 copy of each
Registration Statement and any amendment(s) and supplement(s) thereto, including, without limitation, financial statements and
schedules, all documents incorporated therein by reference, if requested by an Investor, and all exhibits and (iii) upon the
effectiveness of each Registration Statement, 1 copy of the prospectus included in such Registration Statement and all amendments
and supplements thereto; provided, however, that the Company shall not be required to provide copies of any document referenced
in clauses (i) through (iii) to the extent such document is available on the SEC’s Electronic Data Gathering, Analysis, and
Retrieval (“EDGAR”) electronic filing system, or any successor thereto.


 


(d)              
The Company shall promptly furnish by e-mail to the Investor, without charge, (i) after the same is prepared and filed with
the SEC, at least 1 copy of each Registration Statement and any amendment(s) and supplement(s) thereto, including, without limitation,
financial statements and schedules, all documents incorporated therein by reference, if requested by the Investor, all exhibits
and each preliminary prospectus, (ii) upon the effectiveness of each Registration Statement, 1 copy of the prospectus included
in such Registration Statement and all amendments and supplements thereto (or such other number of copies as such Investor may
reasonably request from time to time) and (iii) such other documents, including, without limitation, copies of any preliminary
or final prospectus, as such Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable
Securities owned by such Investor; provided, however, that the Company shall not be required to provide copies of any document
referenced in clauses (i) through (iii) to the extent such document is available on the SEC’s EDGAR electronic filing system,
or successor thereto.


 


(e)              
The Company shall use its commercially reasonable efforts to (i) register and qualify, unless an exemption from registration
and qualification applies, the resale by Investors of the Registrable Securities covered by a Registration Statement under such
other securities or “blue sky” laws of any jurisdictions in the United States as any Investor reasonably requests in
writing, (ii) prepare and file in those jurisdictions such amendments (including, without limitation, post-effective amendments)
and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration
Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times
during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities
for sale in such jurisdictions; provided, however, the Company shall not be required in connection therewith or as a condition
thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(e),
(y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such
jurisdiction. The Company shall promptly notify Legal Counsel and each Investor who holds Registrable Securities of the receipt
by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable
Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt
of actual notice of the initiation or threatening of any proceeding for such purpose.


 






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(f)               
The Company shall notify Legal Counsel and each Investor in writing of the happening of any event, as promptly as practicable
after becoming aware of such event, as a result of which the prospectus included in a Registration Statement, as then in effect,
may include an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided that in
no event shall such notice contain any material, non-public information regarding the Company or any of its Subsidiaries), and,
subject to Section 3(n), promptly prepare a supplement or amendment to such Registration Statement and such prospectus
contained therein to correct such untrue statement or omission and deliver by e-mail 1 copy of such supplement or amendment to
Legal Counsel and each Investor (or such other number of copies as Legal Counsel or such Investor may reasonably request). The
Company shall also promptly notify Legal Counsel and each Investor in writing (i) when a prospectus or any prospectus supplement
or post-effective amendment has been filed, when a Registration Statement or any post-effective amendment has become effective
(notification of such effectiveness shall be delivered to Legal Counsel and each Investor by e-mail no later than the Business
Day following such effectiveness, and by overnight mail sent on such Business Day), and when the Company receives written notice
from the SEC that a Registration Statement or any post-effective amendment will be reviewed by the SEC, (ii) of any request by
the SEC for amendments or supplements to a Registration Statement or related prospectus or related information, (iii) of the Company’s
reasonable determination that a post-effective amendment to a Registration Statement would be appropriate; and (iv) of the receipt
of any request by the SEC or any other federal or state governmental authority for any additional information relating to the
Registration Statement or any amendment or supplement thereto or any related prospectus. The Company shall respond as promptly
as practicable to any comments received from the SEC with respect to each Registration Statement or any amendment thereto (it
being understood and agreed that the Company’s response to any such comments shall be delivered to the SEC no later than
fifteen (15) Business Days after the receipt thereof) or as soon thereafter as consent can be obtained from the Company’s
independent public accounting firm.


 


(g)              
The Company shall (i) use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension
of effectiveness of each Registration Statement or the use of any prospectus contained therein, or the suspension of the qualification,
or the loss of an exemption from qualification, of any of the Registrable Securities for sale in any jurisdiction and, if such
an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and (ii)
notify Legal Counsel and each Investor who holds Registrable Securities of the issuance of such order and the resolution thereof
or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.


 


(h)              
If any Investor may be required under applicable securities law to be described in any Registration Statement as an underwriter
and such Investor consents to so being named an underwriter, at the request of any Investor, the Company shall furnish to such
Investor, on the date of the effectiveness of such Registration Statement and thereafter from time to time on such dates as an
Investor may reasonably request (i) a letter, dated such date, from the Company’s independent certified public accountants
in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public
offering, addressed to the Investors, and (ii) opinion, dated as of such date, of counsel representing the Company for purposes
of such Registration Statement, in form, scope and substance as is customarily given in an underwritten public offering, addressed
to the Investors.


 


(i)                
If the Investor may be required under applicable securities law to be described in any Registration Statement as an underwriter
and the Investor consents to so being named an underwriter, upon the written request of the Investor, the Company shall make available
for inspection by (i) the Investor, (ii) legal counsel for the Investor and (iii) one (1) firm of accountants or other agents retained
by the Investor (the “Inspector”), in each case, at no cost to the Company, all pertinent financial and other
records, and pertinent corporate documents and properties of the Company (collectively, the “Records”) as shall
be reasonably deemed necessary by the Inspector, and cause the Company’s officers, directors and employees to supply all
information which the Inspector may reasonably request; provided, however, the Inspector shall agree in writing to hold in strict
confidence and not to make any disclosure (except to such Investor) or use of any Record or other information which the Company’s
board of directors determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless
(1) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in any Registration Statement or
is otherwise required under the Securities Act, (2) the release of such Records is ordered pursuant to a final, non-appealable
subpoena or order from a court or government body of competent jurisdiction, or (3) the information in such Records has been made
generally available to the public other than by disclosure in violation of this Agreement or any other Transaction Document (as
defined in the Securities Purchase Agreement). The Investor agrees that it shall, upon learning that disclosure of such Records
is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company
and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order
for, the Records deemed confidential. Nothing herein (or in any other confidentiality agreement between the Company and the Investor,
if any) shall be deemed to limit the Investor’s ability to sell Registrable Securities in a manner which is otherwise consistent
with applicable laws and regulations.


 






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(j)                
The Company shall hold in confidence and not make any disclosure of information concerning the Investor provided to the
Company unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure
of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required
to be disclosed in such Registration Statement pursuant to the Securities Act, (iii) the release of such information is ordered
pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv)
such information has been made generally available to the public other than by disclosure in violation of this Agreement or any
other Transaction Document. The Company agrees that it shall, upon learning that disclosure of such information concerning the
Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written
notice to such Investor and allow the Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure
of, or to obtain a protective order for, such information.


 


(k)              
The Company shall cooperate with the Investor who hold Registrable Securities being offered and, to the extent applicable,
facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable
Securities to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts
(as the case may be) as the Investors may reasonably request from time to time and registered in such names as the Investors may
request.


 


(l)                
The Company shall otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations
of the SEC in connection with any registration hereunder.


 


(m)            
Within 2 Business Days after a Registration Statement which covers Registrable Securities is declared effective by the SEC,
the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable
Securities (with copies to the Investors whose Registrable Securities are included in such Registration Statement) confirmation
that such Registration Statement has been declared effective by the SEC in the form attached hereto as Exhibit A.


 


(n)              
Notwithstanding anything to the contrary herein (but subject to the last sentence of this Section 3(n)),
at any time after the Effective Date of a particular Registration Statement, in the event
that the Company’s Board of Directors determines in good faith that it would be materially detrimental to the Company to
maintain a Registration Statement at such time because it would require the disclosure of material nonpublic information the disclosure
of which at the time is not in the best interests of the Company, then the Company shall deliver a certificate in writing to the
Investor (the “Suspension Notice”) to the effect of the foregoing (provided that the Company will not disclose
the content of any material non-public information to the Investors in any Suspension Notice) and, upon receipt of such Suspension
Notice, the Investor will refrain from selling any Registrable Securities pursuant to the Registration Statement (a “Suspension”)
until the Investor’s receipt of copies of a supplemented or amended prospectus prepared and filed by the Company, or until
it is advised in writing by the Company that the current prospectus may be used, and has received copies of any additional or
supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension,
the Company will use its commercially reasonable efforts to cause the use of the prospectus so suspended to be resumed as soon
as reasonably practicable after the delivery of a Suspension Notice to the Investor. Notwithstanding the foregoing, in
no event may the period of any Suspension hereunder: exceed 10 consecutive Trading Days or 15 Trading Days (which need not be
consecutive) in any 12 month period; start less than 5 Trading Days after the last day of any prior Suspension period; be permitted
during the 60 Trading Day period immediately following the Effective Date of such Registration Statement (provided that such 60
Trading Day period shall be extended by the number of Trading Days during such period and any extension thereof contemplated by
this proviso during which such Registration Statement is not effective or the prospectus contained therein is not available for
use) (the period of each such Suspension being referred to hereunder as an “Allowable Grace Period”). For purposes
of determining the length of a Suspension above, such Suspension shall begin on and include the date the Investors receive a Suspension
Notice and shall end on and include the later of the date the Investors receive copies of
a supplemented or amended prospectus prepared and filed by the Company, or are advised in writing by the Company that the current
prospectus may be used. The provisions of Section 3(f) hereof shall not be applicable during the period of
any Allowable Grace Period. Upon expiration of each Grace Period, the Company shall again be bound by the first sentence of Section 3(g)
with respect to the information giving rise thereto unless such material, non-public information is no longer applicable.
Notwithstanding anything to the contrary contained in this Section 3(n), the Company shall cause its transfer agent
to deliver unlegended shares of the Company’s Common Stock to a transferee of an Investor in accordance with the terms of
the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Investor has
entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement
to the extent applicable, prior to such Investor’s receipt of the notice of a Grace Period and for which the Investor has
not yet settled.


 






    8 


     


    

 


(o)              
The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of
its Registrable Securities pursuant to each Registration Statement.


 


(p)              
Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its
Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities, that would have
the effect of impairing the rights granted to the Investor in this Agreement or otherwise conflicts with the provisions hereof,
except for such agreements which have been cancelled or waived effective as of the Initial Closing (as defined in the Securities
Purchase Agreement).


 


4.                 
Obligations of the Investor.


 


(a)              
At least 5 Business Days prior to the first anticipated filing date of each Registration Statement, the Company shall notify
the Investor in writing of the information the Company requires from the Investor with respect to such Registration Statement.
It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with
respect to the Registrable Securities that the Investor shall furnish to the Company such information regarding itself, the Registrable
Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required
to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in
connection with such registration as the Company may reasonably request.


 


(b)              
The Investor, by acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested
by the Company in connection with the preparation and filing of each Registration Statement hereunder, unless such Investor has
notified the Company in writing of the Investor’s election to exclude all of the Investor’s Registrable Securities
from such Registration Statement.


 


(c)              
The Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the
kind described in the first sentence of Section 3(f),
the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering
such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated
by Section 3(g) or the first sentence of Section 3(f) or receipt of notice that no supplement or amendment
is required. Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause its transfer agent
to deliver unlegended shares of the Company’s Common Stock to a transferee of an Investor in accordance with the terms of
the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Investor has
entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event
of the kind described in the first sentence of Section 3(f) and for which such Investor has not yet settled.


 


(d)              
The Investor covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as
applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.


 


5.                 
Expenses of Registration.


 


Except as otherwise
expressly set forth herein, all reasonable expenses, other than underwriting discounts and commissions, incurred in connection
with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all
registration, listing and qualifications fees, printers and accounting fees, FINRA filing fees (if any) and fees and disbursements
of counsel for the Company and the Investor shall be paid by the Company.


 






    9 


     


    

 


6.                 
Indemnification.


 


(a)               To
the fullest extent permitted by law, the Company agrees to indemnify and hold harmless the Investor and each of its
directors, officers, shareholders, members, partners, employees, agents, advisors, representatives (and any other Persons
with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other
title) and each Person, if any, who controls such Investor within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act and each of the directors, officers, shareholders, members, partners, employees, agents, advisors,
representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding
the lack of such title or any other title) of such controlling Persons (each, an “Indemnified Person”),
against any losses, obligations, claims, damages, liabilities, contingencies, judgments, fines, penalties, charges, costs
(including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation),
amounts paid in settlement or expenses, joint or several, (collectively, “Claims”) incurred in
investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the
foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending
or threatened, whether or not an Indemnified Person is or may be a party thereto (“Indemnified
Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue
statement of a material fact in a Registration Statement or any post-effective amendment thereto or in any filing made in
connection with the qualification of the offering under the securities or other “blue sky” laws of any
jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged
omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading,
(ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used
prior to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented,
if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state
therein any material fact necessary to make the statements made therein, in light of the circumstances under which the
statements therein were made, not misleading or (iii) any violation or alleged violation by the Company of the
Securities Act, the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or
regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement (the
matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”). Subject to Section 6(c),
the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due and payable, for any
legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim.
Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a):
(i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance
upon and in conformity with information furnished in writing to the Company by such Indemnified Person for such Indemnified
Person expressly for use in connection with the preparation of such Registration Statement or any such amendment thereof or
supplement thereto and (ii) shall not be available to the Investor to the extent such Claim is based on a failure of the
Investor to deliver or to cause to be delivered the prospectus made available by the Company (to the extent applicable),
including, without limitation, a corrected prospectus, if such prospectus or corrected prospectus was timely made available
by the Company pursuant to Section 3(d) and then only if, and to the extent that, following the receipt of the
corrected prospectus no grounds for such Claim would have existed; and (iii) shall not apply to amounts paid in settlement of
any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be
unreasonably withheld or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made
by or on behalf of the Indemnified Person and shall survive the transfer of any of the Registrable Securities by the
Investors pursuant to Section 9.


 






    10 


     


    

 


(b)              
In connection with any Registration Statement in which the Investor is participating, the Investor agrees indemnify, hold
harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of
its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Indemnified Party”),
against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or
otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon: (i) the Investor’s failure to comply
with any applicable prospectus delivery requirements of the Securities Act through no fault of the Company, or (ii) any Violation,
in each case, to the extent, and only to the extent, that (A) such Violation occurs in reliance upon and in conformity with written
information furnished to the Company by the Investor expressly for use in connection with such Registration Statement, or (B) such
Violation relates to information relating to the Investor’s proposed method of distribution of Registrable Securities and
was reviewed and expressly approved in writing by the Investor expressly for use in a Registration Statement (it being understood
that each Investor has approved the method of distribution described in Exhibit B hereto for this purpose), such Prospectus
or in any amendment or supplement thereto; or (C) such Violation relates to, results from or is based on a failure of such Investor
to deliver or to cause to be delivered a corrected prospectus, if such corrected prospectus was timely made available by the Company
pursuant to Section 3(d) and then only if, and to the extent that, following the receipt of the corrected prospectus
no grounds for such Claim would have existed; and, subject to Section 6(c) and the below provisos in this Section 6(b),
the Investor will reimburse an Indemnified Party any legal or other expenses reasonably incurred by such Indemnified Party in connection
with investigating or defending any such Claim; provided, however, the indemnity agreement contained in this Section 6(b)
and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement
of any Claim if such settlement is effected without the prior written consent of the Investor, which consent shall not be unreasonably
withheld or delayed, provided further that the Investor shall be liable under this Section 6(b) for only that amount
of a Claim or Indemnified Damages as does not exceed the net proceeds to the Investor as a result of the applicable sale of Registrable
Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Indemnified Party and shall survive the transfer of any of the Registrable Securities by any of the
Investors pursuant to Section 9.


 


(c)              
Promptly after receipt by an Indemnified Person or Indemnified Party (as the case may be) under this Section 6
of notice of the commencement of any action or proceeding (including, without limitation, any governmental action or proceeding)
involving a Claim, such Indemnified Person or Indemnified Party (as the case may be) shall, if a Claim in respect thereof is to
be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of
the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying
party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel
mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party (as the case may be); provided,
however, an Indemnified Person or Indemnified Party (as the case may be) shall have the right to retain its own counsel with the
fees and expenses of such counsel to be paid by the indemnifying party if: (i) the indemnifying party has agreed in writing to
pay such fees and expenses; (ii) the indemnifying party shall have failed promptly to assume the defense of such Claim and to employ
counsel reasonably satisfactory to such Indemnified Person or Indemnified Party (as the case may be) in any such Claim; or (iii)
the named parties to any such Claim (including, without limitation, any impleaded parties) include both such Indemnified Person
or Indemnified Party (as the case may be) and the indemnifying party, and such Indemnified Person or such Indemnified Party (as
the case may be) shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to
represent such Indemnified Person or such Indemnified Party and the indemnifying party (in which case, if such Indemnified Person
or such Indemnified Party (as the case may be) notifies the indemnifying party in writing that it elects to employ separate counsel
at the expense of the indemnifying party, then the indemnifying party shall not have the right to assume the defense thereof and
such counsel shall be at the expense of the Indemnifying Party, provided further that in the case of clause (iii) above the indemnifying
party shall not be responsible for the reasonable fees and expenses of more than one (1) separate legal counsel for such Indemnified
Person or Indemnified Party (as the case may be). The Indemnified Party or Indemnified Person (as the case may be) shall reasonably
cooperate with the indemnifying party in connection with any negotiation or defense of any such action or Claim by the indemnifying
party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified
Person (as the case may be) which relates to such action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified
Person (as the case may be) reasonably apprised at all times as to the status of the defense or any settlement negotiations with
respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its
prior written consent; provided, however, the indemnifying party shall not unreasonably withhold, delay or condition its consent.
No indemnifying party shall, without the prior written consent of the Indemnified Party or Indemnified Person (as the case may
be), consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person (as the case may be) of a
release from all liability in respect to such Claim or litigation, and such settlement shall not include any admission as to fault
on the part of the Indemnified Party. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated
to all rights of the Indemnified Party or Indemnified Person (as the case may be) with respect to all third parties, firms or corporations
relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party (as the case may be) under this Section 6, except to the extent that the indemnifying
party is materially and adversely prejudiced in its ability to defend such action.


 





    11 


     


    

 


(d)              
No Person involved in the sale of Registrable Securities who is guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) in connection with such sale shall be entitled to indemnification from any Person involved
in such sale of Registrable Securities who is not guilty of fraudulent misrepresentation.


 


(e)              
The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during
the course of the investigation or defense, as and when bills are received or Indemnified Damages are incurred.


 


(f)               
The indemnity and contribution agreements contained herein shall be in addition to (i) any cause of action or similar right
of the Indemnified Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying
party may be subject to pursuant to the law.


 


7.                 
Contribution.


 


To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided,
however: (i) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under
the fault standards set forth in Section 6 of this Agreement, (ii) no Person involved in the sale of Registrable Securities
which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection
with such sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty
of fraudulent misrepresentation; and (iii) contribution by any seller of Registrable Securities shall be limited in amount
to the amount of net proceeds received by such seller from the applicable sale of such Registrable Securities pursuant to such
Registration Statement. Notwithstanding the provisions of this Section 7, the Investor shall not be required to contribute,
in the aggregate, any amount in excess of the amount by which the net proceeds actually received by the Investor from the applicable
sale of the Registrable Securities subject to the Claim exceeds the amount of any damages that such Investor has otherwise been
required to pay, or would otherwise be required to pay under Section 6(b), by reason of such untrue or alleged untrue
statement or omission or alleged omission.


 


8.                 
Reports Under the Exchange Act.


 


With a view to making
available to the Investor the benefits of Rule 144, so long as any Warrants are outstanding, the Company agrees to:


 


(a)              
make and keep public information available, as those terms are understood and defined in Rule 144;


 


(b)              
file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and
the Exchange Act so long as the Company remains subject to such requirements (it being understood and agreed that nothing herein
shall limit any obligations of the Company under the Securities Purchase Agreement) and the filing of such reports and other documents
is required for the applicable provisions of Rule 144; and


 


(c)              
furnish to the Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement
by the Company, if true, that it has complied with the reporting, submission and posting requirements of Rule 144 and the Exchange
Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by
the Company with the SEC if such reports are not publicly available via EDGAR, and (iii) such other information as may be
reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration.


 






    12 


     


    

 


9.                 
Assignment of Registration Rights.


 


All or any portion
of the rights under this Agreement shall be automatically assignable by the Investor to any transferee or assignee (as the case
may be) of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with such
transferee or assignee (as the case may be) to assign all or any portion of such rights, and a copy of such agreement is furnished
to the Company within a reasonable time after such transfer or assignment (as the case may be); (ii) the Company is, within a reasonable
time after such transfer or assignment (as the case may be), furnished with written notice of (a) the name and address of such
transferee or assignee (as the case may be), and (b) the securities with respect to which such registration rights are being transferred
or assigned (as the case may be); (iii) immediately following such transfer or assignment (as the case may be) the further
disposition of such securities by such transferee or assignee (as the case may be) is restricted under the Securities Act or applicable
state securities laws if so required; (iv) at or before the time the Company receives the written notice contemplated by clause
(ii) of this sentence such transferee or assignee (as the case may be) agrees in writing with the Company to be bound by all of
the provisions contained herein; (v) such transfer or assignment (as the case may be) shall have been made in accordance with the
applicable requirements of the Securities Purchase Agreement; and (vi) such transfer or assignment (as the case may be) shall have
been conducted in accordance with all applicable federal and state securities laws.


 


10.             
Amendment of Registration Rights.


 


Provisions of this
Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively
or prospectively), only with the written consent of the Company and the Required Holders. Any amendment effected in accordance
with this Section 10 shall be binding upon the Investor and the Company, provided that no such amendment shall be effective
to the extent that it imposes any obligation or liability on the Investor without such Investor’s prior written consent (which
may be granted or withheld in such Investor’s sole discretion).


 


11.             
Miscellaneous.


 


(a)              
Solely for purposes of this Agreement, a Person is deemed to be a holder of Registrable Securities whenever such Person
owns, or is deemed to own, of record such Registrable Securities. If the Company receives conflicting instructions, notices or
elections from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions,
notice or election received from such record owner of such Registrable Securities.


 


(b)              
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement
must be in writing and will be deemed to have been delivered upon: (i) receipt, when delivered personally, (ii) 1 Business Day
after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party
to receive the same, or (iii) receipt, when sent by electronic mail (provided that the electronic mail transmission is not returned
in error or the sender is not otherwise notified of any error in transmission. The addresses and e-mail addresses for such communications
shall be:


 






    13 


     


    

 





	If to the Company:	Investview, Inc.
	 	12 South 400 West – Suite 300,
	 	Salt Lake City, UT 84101
	 	Attention:   	Mario Romano
	 	Telephone:	(732)889-4300
	 	Email: Mario@wealthgenerators.com
	 	 
	With a copy to: 	
        Michael Best & Friedrich LLP

        136 East South Temple, Suite 2100

        Salt Lake City, UT 84111

	 	Attention:	Kevin C. Timken
	 	Telephone:	(801) 924-4124
	 	Email: kctimken@michaelbest.com
	 	 
	If to the Investor:	D-Beta One EQ, Ltd.
	 	
        c/o Delta Beta Advisors, LLC

        1012 Springfield Avenue

	 	Mountainside, NJ  07092
	 	Attention:	Matthew Beckman
	 	Telephone:	(201) 985-8300
	 	Email: mbeckman@yorkvilleadvisors.com
	 	 
	With a copy to:	David Gonzalez, Esq.
	 	1012 Springfield Avenue
	 	Mountainside, NJ  07092
	 	Telephone:	(201) 985-8300
	 	Email:  dgonzalez@yorkvilleadvisors.com







 




or at such other
address and/or electronic email address and/or to the attention of such other person as the recipient party has specified by written
notice given to each other party 3 Business Days prior to the effectiveness of such change. Written confirmation of receipt (i)
given by the recipient of such notice, consent, waiver or other communication, (ii) mechanically or electronically generated by
the sender’s computer containing the time, date, recipient’s electronic mail address and the text of such electronic
mail or (iii) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service,
receipt by electronic mail or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii)
or (iii) above, respectively.


 






    14 


     


    

 


(c)              
Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising
such right or remedy, shall not operate as a waiver thereof. The Company and the Investor acknowledge and agree that irreparable
damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific
terms or were otherwise breached. It is accordingly agreed that each party hereto shall be entitled to an injunction or injunctions
to prevent or cure breaches of the provisions of this Agreement by any other party hereto and to enforce specifically the terms
and provisions hereof (without the necessity of showing economic loss and without any bond or other security being required), this
being in addition to any other remedy to which any party may be entitled by law or equity.


 


(d)              
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed
by the internal laws of the State of New Jersey, without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of New Jersey or any other jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of New Jersey. Each party hereby irrevocably submits to the exclusive jurisdiction of the Superior Courts
of the State of New Jersey sitting in Union County New Jersey and the Federal District Court for the District of New Jersey sitting
in Newark, New Jersey, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, 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 brought in an
inconvenient forum or that the venue of such suit, action or proceeding is improper. 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 to such
party at the address for such 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. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such
invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction
or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES
ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(e)              
This Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments
referenced herein and therein constitute the entire agreement among the parties hereto and thereto solely with respect to the subject
matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred
to herein and therein. This Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto
and the instruments referenced herein and therein supersede all prior agreements and understandings among the parties hereto solely
with respect to the subject matter hereof and thereof; provided, however, nothing contained in this Agreement or any other Transaction
Document shall (or shall be deemed to) (i) have any effect on any agreements any Investor has entered into with the Company or
any of its Subsidiaries prior to the date hereof with respect to any prior investment made by such Investor in the Company, (ii)
waive, alter, modify or amend in any respect any obligations of the Company or any of its Subsidiaries or any rights of or benefits
to any Investor or any other Person in any agreement entered into prior to the date hereof between or among the Company and/or
any of its Subsidiaries and any Investor and all such agreements shall continue in full force and effect or (iii) limit any obligations
of the Company under any of the other Transaction Documents.


 


(f)               
Subject to compliance with Section 9 (if applicable), this Agreement shall inure to the benefit of and be binding
upon the permitted successors and assigns of each of the parties hereto. This Agreement is not for the benefit of, nor may any
provision hereof be enforced by, any Person, other than the parties hereto, their respective permitted successors and assigns and
the Persons referred to in Sections 3(p), 6 and 7 hereof.


 


(g)              
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning
hereof. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine,
neuter, singular and plural forms thereof. The terms “including,” “includes,” “include” and
words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,”
“hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision
in which they are found.


 






    15 


     


    

 


(h)              
This Agreement may be executed in two or more identical counterparts, all of which 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. In the
event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf)
file of an executed signature page, such signature page 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 signature page were an original thereof.


 


(i)                
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. Notwithstanding anything to the contrary set forth in Section
10, terms used in this Agreement but defined in the other Transaction Documents shall have the meanings ascribed to such terms
on the Closing Date in such other Transaction Documents unless otherwise consented to in writing by each Investor.


 


(j)                
All consents and other determinations required to be made by the Investors pursuant to this Agreement shall be made, unless
otherwise specified in this Agreement, by the Required Holders.


 


[signature page follows]


 




    16 


     


    

 


IN WITNESS WHEREOF, each of the Investor and the
Company has affixed their respective signatures to this Registration Rights Agreement as of the date first written above.


 





	 	COMPANY:
	 	 	 	 	 
	 	INVESTVIEW, INC.
	 	 	 	 	 
	 	By: 	/s/ Annette Raynor	 
	 	 	Name:  	Annette Raynor	 
	 	 	Title:  	COO, Secretary, and Director	 
	 	 	 	 	 
	 	 	 	 	 
	 	INVESTOR: 

	 	 	 	 	 
	 	D-BETA ONE EQ, LTD.

	 	 	 	 	 
	 	By:  	Delta Beta Advisors, LLC	 
	 	Its: 	Investment Manager	 
	 	 	 	 
	 	By:  	/s/ Mark Angelo	 
	 	 	Name:  	Mark Angelo	 
	 	 	Title:  	Member	 


 






    17 


     


    

 





EXHIBIT A


 


FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


 


______________________

______________________

______________________

Attention: _____________


 


Re:Investview,
Inc..


 


Ladies and Gentlemen:


 


[We are][I am] special
counsel to Investview, Inc. a company organized under the laws of the State of Nevada with offices located at 12 South 400 West
– Suite 300 Salt Lake City, UT (the “Company”), and have represented the Company in connection with that
certain Securities Purchase Agreement (the “Securities Purchase Agreement”) entered into by and among the Company
and the Investor named therein (the “Investor”) pursuant to which the Company issued to the Investor shares
of the Company’s Common Stock par value [$____], per share (the “Shares”). Pursuant to the Securities
Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the “Registration
Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as
defined in the Registration Rights Agreement), , under the Securities Act of 1933, as amended (the “Securities Act”).
In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 20__, the Company
filed a Registration Statement on Form [S-1] (File No. 333-_____________) (the “Registration Statement”)
with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each
of the Holders as a selling shareholder thereunder.


 


In connection with the
foregoing, [we][I] advise you that a member of the SEC’s staff has advised [us][me] by telephone that the SEC has entered
an order declaring the Registration Statement effective under the Securities Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE
OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order
suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the
SEC and the Registrable Securities are available for resale under the Securities Act pursuant to the Registration Statement.


 


This letter shall serve
as our standing opinion to you that: (a) upon presentation of evidence that any shares of the Company’s Common Stock included
in such Registration Statement have been sold pursuant to such Registration Statement (and in compliance with the prospectus delivery
requirements, if applicable); and (b) confirmation by the Company that, to its knowledge, such Registration Statement was effective
and available for the resale of such shares of Common Stock as of the date of such sale described in clause (a), you may give effect
to the transfer of such shares of Common Stock, and reissue such shares to the transferee thereof without legend, as contemplated
by the Company’s Irrevocable Transfer Agent Instructions dated _________ __, 20__.


 


	 	
        Very truly yours,

	 	 
	 	[ISSUER’S COUNSEL]
	 	 
	 	By:	 


 


CC:      [LIST NAMES OF HOLDERS]


 




     


     


    

 


EXHIBIT B


 


SELLING SHAREHOLDERS


 


The shares of the Company’s
Common Stock being offered by the selling shareholders are those issued to the selling shareholders. For additional information
regarding the issuance of the shares of Common Stock, see “Private Placement of Shares of Common Stock” above. We are
registering the shares of Common Stock in order to permit the selling shareholders to offer the shares for resale from time to
time. Except for the ownership of the shares of Common Stock issued pursuant to the Securities Purchase Agreement, the selling
shareholders have not had any material relationship with us within the past three years.


 


The table below lists
the selling shareholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of Common Stock held by each of the selling
shareholders. The second column lists the number of shares of Common Stock beneficially owned by the selling shareholders, based
on their respective ownership of shares of Common Stock, as of ________, 2017.


 


The third column lists
the shares of Common Stock being offered by this prospectus by the selling shareholders.


 


In accordance with
the terms of a registration rights agreement with the holders of the shares of Common Stock, this prospectus generally covers the
resale of the sum of (i) the number of shares of Common Stock issued in connection with the Securities Purchase Agreement as of
the trading day immediately preceding the date this registration statement was initially filed with the SEC. The fourth column
assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus.


 


The selling shareholders
may sell all, some or none of their shares in this offering. See “Plan of Distribution.”


 


	
        Name of Selling Shareholder

        
	Number of Ordinary

                                                                                Shares Owned Prior to

                                                                                Offering
	Maximum Number of

                                                                                Ordinary Shares to be Sold

                                                                                Pursuant to this Prospectus
	Number of Ordinary

                                                                                Shares of Owned After

                                                                                Offering



 




     


     


    

 


PLAN OF DISTRIBUTION


 


We are registering
the shares of Common Stock previously issued to permit the resale of these shares of Common Stock by the holders of the Common
Stock from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling
shareholders of the shares of Common Stock. We will bear all fees and expenses incident to our obligation to register the shares
of Common Stock.


 


The selling shareholders
may sell all or a portion of the shares of Common Stock held by them and offered hereby from time to time directly or through one
or more underwriters, broker-dealers or agents. If the shares of Common Stock are sold through underwriters or broker-dealers,
the selling shareholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares
of Common Stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at
varying prices determined at the time of sale or at negotiated prices. These sales may be effected in transactions, which may involve
crosses or block transactions, pursuant to one or more of the following methods:


 


		·	on any national securities exchange or quotation service on which the securities may be listed
or quoted at the time of sale;



 


		·	in the over-the-counter market;



 


		·	in transactions otherwise than on these exchanges or systems or in the over-the-counter market;



 


		·	through the writing or settlement of options, whether such options are listed on an options exchange
or otherwise;



 


		·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;



 


		·	block trades in which the broker-dealer will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction;



 


		·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;



 


		·	an exchange distribution in accordance with the rules of the applicable exchange;



 


		·	privately negotiated transactions;



 


		·	short sales made after the date the Registration Statement is declared effective by the SEC;



 


		·	broker-dealers may agree with a selling security holder to sell a specified number of such shares
at a stipulated price per share;



 


		·	a combination of any such methods of sale; and



 






     


     


    

  


		·	any other method permitted pursuant to applicable law.



 


The selling shareholders
may also sell the shares of Common Stock under Rule 144 promulgated under the Securities Act of 1933, as amended, if available,
rather than under this prospectus. In addition, the selling shareholders may transfer the ordinary shares by other means not described
in this prospectus. If the selling shareholders effect such transactions by selling ordinary shares to or through underwriters,
broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions
or commissions from the selling shareholders or commissions from purchasers of the shares of Common Stock for whom they may act
as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers
or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of
Common Stock or otherwise, the selling shareholders may enter into hedging transactions with broker-dealers, which may in turn
engage in short sales of the ordinary shares in the course of hedging in positions they assume. The selling shareholders may also
sell the shares of Common Stock short and deliver shares of Common Stock covered by this prospectus to close out short positions
and to return borrowed shares in connection with such short sales. The selling shareholders may also loan or pledge ordinary shares
to broker-dealers that in turn may sell such shares.


 


The selling shareholders
may pledge or grant a security interest in some or all of the shares of Common Stock owned by them and, if they default in the
performance of their secured obligations, the pledgees or secured parties may offer and sell the ordinary shares from time to time
pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities
Act amending, if necessary, the list of selling shareholders to include the pledgee, transferee or other successors in interest
as selling shareholders under this prospectus. The selling shareholders also may transfer and donate the ordinary shares in other
circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners
for purposes of this prospectus.


 


To the extent required
by the Securities Act and the rules and regulations thereunder, the selling shareholders and any broker-dealer participating in
the distribution of the shares of Common Stock may be deemed to be “underwriters” within the meaning of the Securities
Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting
commissions or discounts under the Securities Act. At the time a particular offering of the shares of Common Stock is made, a prospectus
supplement, if required, will be distributed, which will set forth the aggregate amount of shares of Common Stock being offered
and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other
terms constituting compensation from the selling shareholders and any discounts, commissions or concessions allowed or re-allowed
or paid to broker-dealers.


 


Under the securities
laws of some states, the shares of Comon Stock may be sold in such states only through registered or licensed brokers or dealers.
In addition, in some states the ordinary shares may not be sold unless such shares have been registered or qualified for sale in
such state or an exemption from registration or qualification is available and is complied with.


 






     


     


    

  


There can be no assurance
that any selling shareholder will sell any or all of the shares of Common Stock registered pursuant to the registration statement,
of which this prospectus forms a part.


 


The selling shareholders
and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act
of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M
of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of Common Stock by the selling shareholders
and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged
in the distribution of the shares of Common Stock to engage in market-making activities with respect to the shares of Common Stock.
All of the foregoing may affect the marketability of the shares of Common Stock and the ability of any person or entity to engage
in market-making activities with respect to the shares of Common Stock.


 


We will pay all expenses
of the registration of the shares of Common Stock pursuant to the registration rights agreement, estimated to be $[     ]
in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities
or “blue sky” laws; provided, however, a selling shareholder will pay all underwriting discounts and selling commissions,
if any. We will indemnify the selling shareholders against liabilities, including some liabilities under the Securities Act in
accordance with the registration rights agreements or the selling shareholders will be entitled to contribution. We may be indemnified
by the selling shareholders against civil liabilities, including liabilities under the Securities Act that may arise from any written
information furnished to us by the selling shareholder specifically for use in this prospectus, in accordance with the related
registration rights agreements or we may be entitled to contribution.


 


Once sold under the
registration statement, of which this prospectus forms a part, the shares of Common Stock will be freely tradable in the hands
of persons other than our affiliates.