Exhibit 10.35


 


STANDBY
EQUITY DISTRIBUTION AGREEMENT


 


THIS
STANDBY EQUITY DISTRIBUTION AGREEMENT dated as of December 6, 2017 (this “Agreement”) is made by and between
YAII PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and INVESTVIEW INC., a
company organized under the laws of the State of Nevada (the “Company”). The Investor and the Company are sometimes
referred to individually, as a “Party” and collectively, as the “Parties.”


 


WHEREAS,
the Parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the
Investor, from time to time as provided herein, and the Investor shall purchase from the Company up to $5,000,000 of the Company’s
common stock, par value $0.001 per share (the “Common Stock” or “Shares”); and


 


WHEREAS,
the shares of Common Stock are listed for trading on the OTC Markets under the symbol “INVU”; and


 


WHEREAS,
the offer and sale of the Common Stock issuable hereunder will be made in reliance upon the provisions of Regulation D (“Regulation
D”) promulgated under the Securities Act of 1933, as amended, (the “Securities Act”) and the rules
and regulations promulgated by the United States Securities and Exchange Commission (the “SEC”), or upon such other
exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the transactions
to be made hereunder.


 


NOW,
THEREFORE, the Parties hereto agree as follows:


 


Article
I. Certain Definitions


 


Section
1.01        “Advance”
shall mean the portion of the Commitment Amount requested by the Company in the Advance Notice.


 


Section
1.02        “Advance
Date” shall mean the 1st Trading Day after expiration of the applicable Pricing Period for each Advance.


 


Section
1.03        “Advance
Notice” shall mean a written notice in the form of Exhibit A attached hereto to the Investor executed by an officer
of the Company and setting forth the Advance amount that the Company requests from the Investor.


 


Section
1.04        “Advance
Notice Date” shall mean each date the Company delivers (in accordance with Section 2.01 of this Agreement) to the Investor
an Advance Notice requiring the Investor to advance funds to the Company, subject to the terms of this Agreement.


 


Section
1.05        “Applicable
Laws” shall mean all applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies,
guidelines and codes having the force of law, whether local, national, or international, as amended from time to time, including
without limitation (i) all applicable laws that relate to money laundering, terrorist financing, financial record keeping and
reporting, (ii) all applicable laws that relate to anti-bribery, anti-corruption, books and records and internal controls, including
the United States Foreign Corrupt Practices Act of 1977 (the “FCPA”), and (iii) any Sanctions Laws or Sanctions
Programs.


 


Section
1.06        Affiliate”
shall have the meaning set forth in Section 3.07.


 


Section
1.07        “Commitment
Amount” shall mean the aggregate amount of up to $5,000,000.


 


Section
1.08        “Commitment
Period” shall mean the period commencing on the Effective Date, and expiring upon the date of termination of this Agreement
in accordance with Section 11.02.


 






     


     


    

 


Section
1.09        “Commitment
Shares” shall have the meaning set forth in Section 13.04.


 


Section
1.10        “Common
Stock” shall have meaning set forth in the Recitals.


 


Section
1.11        “Company
Indemnitees” shall have the meaning set forth in Section 5.02.


 


Section
1.12        “Condition
Satisfaction Date” shall have the meaning set forth in Section 7.01.


 


Section
1.13        “Consolidation
Event” shall have the meaning set forth in Section 6.08.


 


Section
1.14        
“Effective Date” shall mean the date on which the SEC first declares effective a Registration Statement registering
the resale of the Shares.


 


Section
1.15        “Environmental
Laws” shall have the meaning set forth in Section 4.08.


 


Section
1.16        “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


Section
1.17        “Indemnified
Liabilities” shall have the meaning set forth in Section 5.01.


 


Section
1.18        “Investor
Indemnitees” shall have the meaning set forth in Section 5.01.


 


Section
1.19        “Market
Price” shall mean the lowest daily VWAP of the Common Stock during the relevant Pricing Period.


 


Section
1.20        “Material
Adverse Effect” shall mean any condition, circumstance, or situation that may result in, or would reasonably be expected
to result in (i) a material adverse effect on the legality, validity or enforceability of this Agreement or the transactions contemplated
herein, (ii) a material adverse effect on the results of operations, assets, business or condition (financial or otherwise) of
the Company and its Subsidiary, 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 this Agreement.


 


Section
1.21        “Maximum
Advance Amount” shall not exceed $100,000.


 


Section
1.22        
“OFAC” shall mean the U.S. Department of Treasury’s Office of Office of Foreign Asset Control.


 


Section
1.23        “Ownership
Limitation” shall have the meaning set forth in Section 2.01(c).


 


Section
1.24        “Person”
shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.


 


Section
1.25        “Plan
of Distribution” shall have the meaning set forth in Section 6.01(a).


 


Section
1.26        “Pricing
Period” shall mean the 5 consecutive Trading Days commencing on the Trading Day immediately following the Advance Notice
Date.


 


Section
1.27        
“Principal Market” shall mean the OTC Markets.


 


Section
1.28        “Purchase
Price” shall mean 87.5% of the Market Price during the Pricing Period.


 






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Section
1.29        “Registrable
Securities” shall mean (i) the Shares (ii) any securities issued or issuable with respect to any of the foregoing by
way of exchange, stock dividend or stock split or in connection with a combination of shares, recapitalization, consolidation
or other reorganization or otherwise and the Commitment Shares. As to any particular Registrable Securities, once issued such
securities shall cease to be Registrable Securities when (a) the Registration Statement has been declared effective by the SEC
and such Registrable Securities have been disposed of pursuant to the Registration Statement, (b) such Registrable Securities
have been sold under circumstances in which all of the applicable conditions of Rule 144 (or any similar provision then in force)
under the Securities Act (“Rule 144”) are met, or (c) such Registrable Securities may be sold without any time,
volume or manner limitations pursuant to Rule 144.


 


Section
1.30        “Registration
Limitation” shall have the meaning set forth in Section 2.01(c).


 


Section
1.31        “Registration
Period” shall have the meaning set forth in Section 6.01(b).


 


Section
1.32        “Registration
Statement” shall mean a registration statement on Form S-1 or Form S-3 or on such other form promulgated by the SEC
for which the Company then qualifies and which counsel for the Company shall deem appropriate, and which form shall be available
for the registration of the resale by the Investor of the Registrable Securities under the Securities Act.


 


Section
1.33        “Regulation
D” shall have the meaning set forth in the recitals of this Agreement.


 


Section
1.34        “Sanctions”
or “Sanctions Laws” means any sanctions administered or enforced by U.S. Department of Treasury’s Office
of Office of Foreign Asset Control of the U.S. Department of Treasury from time to time (“OFAC”) or the U.S.
State Department, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions
authority.


 


Section
1.35        “Sanction
Programs” means a country or territory that is, or whose government is, the subject of OFAC’s sanctions programs
(including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria).


 


Section
1.36        “SEC”
shall mean the United States Securities and Exchange Commission.


 


Section
1.37        “SEC
Documents” shall have the meaning set forth in Section 4.04.


 


Section
1.38        “Securities
Act” shall have the meaning set forth in the recitals of this Agreement.


 


Section
1.39        “Settlement
Document” shall have the meaning set forth in Section 2.02(a).


 


Section
1.40        “Shares”
shall mean the Common Stock to be issued from time to time hereunder pursuant to Advances.


 


Section
1.41        “Trading
Day” shall mean any day during which the Principal Market shall be open for business.


 


Section
1.42        “VWAP”
means, for any Trading Day, the daily volume weighted average price of the Common Stock for such date on the Principal Market
as reported by Bloomberg L.P. during regular trading hours.


 




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Article
II. Advances


 


Section
2.01        Advances;
Mechanics. Subject to the terms and conditions of this Agreement (including, without limitation, the provisions of Article
VII hereof), the Company, at its sole and exclusive option, may issue and sell to the Investor, and the Investor shall purchase
from the Company, Common Stock on the following terms:


 


		(a)	Advance
                                         Notice. At any time during the Commitment Period the Company may require the Investor
                                         to purchase Shares by delivering an Advance Notice to the Investor, subject to the conditions
                                         set forth in Section 7.01, and in accordance with the following provisions;



 


		(i)	The
                                         Company shall, in its sole discretion, select the Advance Amount it desires to request
                                         in each Advance Notice and the time it desires to deliver each Advance Notice, which
                                         amount shall not exceed the Maximum Advance Amount, provided however, the Company acknowledges
                                         and agrees that the total Advance Amount that the Company will receive in connection
                                         with each Advance Notice may be less than the Advance Amount requested in the Advance
                                         Notice due to reductions to the Advance Amount in accordance with Sections 2.01(c) and
                                         2.01(d) of this Agreement.



 


		(ii)	There
                                         shall be no mandatory minimum Advances and no non-usages fee for not utilizing the Commitment
                                         Amount or any part thereof.



 


		(b)	Date
                                         of Delivery of Advance Notice. Advance Notices shall be delivered in accordance with
                                         the instructions set forth on the bottom of Exhibit A. An Advance Notice shall be deemed
                                         delivered on (i) the Trading Day it is received by the Investor if such notice is received
                                         prior to 5:00 p.m. Eastern Time in accordance
                                         with the instructions set forth on the bottom of Exhibit A, or (ii) the immediately
                                         succeeding Trading Day if it is received after 5:00 p.m. Eastern Time on a Trading Day
                                         or at any time on a day which is not a Trading Day, in each case in
                                         accordance with the instructions set forth on the bottom of Exhibit A. No Advance
                                         Notice may be deemed delivered on a day that is not a Trading Day.



 


		(c)	Advance
                                         Limitations. Regardless of the Advance Amount requested by the Company in the Advance
                                         Notice, the final amount of the Advance shall be reduced in accordance with each of the
                                         following limitations:



 


		(i)	Ownership
                                         Limitation; Commitment Amount. In no event shall the number of shares of Common Stock
                                         issuable to the Investor pursuant to an Advance cause the aggregate number of shares
                                         of Common Stock beneficially owned (as calculated pursuant to Section 13(d) of the Exchange
                                         Act) by the Investor and its affiliates to exceed 4.99% of the then outstanding Common
                                         Stock (the “Ownership Limitation”). In connection with each Advance
                                         Notice delivered by the Company, any portion of an Advance that would (i) cause the Investor
                                         to exceed the Ownership Limitation or (ii) cause the aggregate amount of Advances to
                                         exceed the Commitment Amount shall automatically be withdrawn with no further action
                                         required by the Company, and such Advance Notice shall be deemed automatically modified
                                         to reduce the aggregate amount of the requested Advance by an amount equal to such withdrawn
                                         portion.



 


		(ii)	Registration
                                         Limitation. In no event shall the aggregate number of Shares subject to an Advance
                                         Notice cause the number of Shares purchased by the Investor pursuant to this Agreement
                                         to exceed the number of Shares registered for resale by the Investor under the Registration
                                         Statement(s) then in effect (the “Registration Limitation”). In connection
                                         with each Advance Notice, any portion of an Advance that would exceed the Registration
                                         Limitation shall automatically be withdrawn with no further action required by the Company
                                         and such Advance Notice shall be deemed automatically modified to reduce the aggregate
                                         amount of the requested Advance by an amount equal to such withdrawn portion in respect
                                         of each Advance Notice.



 






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		(d)	Notwithstanding
                                         any other provision in this Agreement, the Company and the Investor acknowledge and agree
                                         that upon the Investor’s receipt of a valid Advance Notice the Parties shall be
                                         deemed to have entered into an unconditional contract binding on both Parties for the
                                         purchase and sale of Shares pursuant to such Advance Notice in accordance with the terms
                                         of this Agreement and subject to applicable law.



 


Section
2.02        Closings.
Each Closing shall take place as soon as practicable after each Advance Date in accordance with the procedures set forth below.
In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below:


 


		(a)	On
                                         each Advance Date, the Investor shall deliver to the Company a written document, in the
                                         form attached hereto as Exhibit B (each a “Settlement Document”),
                                         setting forth the amount of the Advance (taking into account any adjustments pursuant
                                         to Section 2.01), the Purchase Price, the number of shares of Common Stock to be purchased
                                         by the Investor, and a report by Bloomberg, L.P. indicating the VWAP for each of the
                                         Trading Days during the Pricing Period (or, if not reported on Bloomberg, L.P., another
                                         reporting service reasonably agreed to by the Parties), in each case in accordance with
                                         the terms and conditions of this Agreement.



 


		(b)	Promptly
                                         after receipt of the Settlement Document with respect to each Advance (and, in any event,
                                         not later than two Trading Days after such receipt), the Company will, or will cause
                                         its transfer agent to, electronically transfer such number of shares of Common Stock
                                         to be purchased by the Investor (as set forth in the Settlement Document) by crediting
                                         the Investor’s account or its designee’s account at the Depository Trust
                                         Company through its Deposit Withdrawal at Custodian System or by such other means of
                                         delivery as may be mutually agreed upon by the Parties hereto (which in all cases the
                                         resale of such shares of Common Stock shall be covered by an effective Registration Statement
                                         and may be freely transferred by the Investor), and transmit notification to the Investor
                                         that such share transfer has been requested. Promptly upon receipt of such notification,
                                         the Investor shall pay to the Company of the aggregate amount of the Advance (as set
                                         forth in the Closing Statement) in cash in immediately available funds to an account
                                         designated by the Company in writing. No fractional shares shall be issued, and any fractional
                                         amounts shall be rounded to the next higher whole number of shares. Any certificates
                                         evidencing Common Stock delivered pursuant hereto shall be free of restrictive legends.
                                         To facilitate the transfer of the share of Common Stock by the Investor, the shares of
                                         Common Stock will not bear any restrictive legends so long as there is an effective Registration
                                         Statement covering such Common Stock.



 


		(c)	On
                                         or prior to the Advance Date, each of the Company and the Investor shall deliver to the
                                         other all documents, instruments and writings required to be delivered by either of them
                                         pursuant to this Agreement in order to implement and effect the transactions contemplated
                                         herein.



 


Section
2.03        Hardship.
In the event the Investor sells shares of Common Stock after receipt of an Advance Notice and the Company fails to perform its
obligations as mandated in Section 2.02, the Company agrees that in addition to and in no way limiting the rights and obligations
set forth in Article V hereto and in addition to any other remedy to which the Investor is entitled at law or in equity, including,
without limitation, specific performance, it will hold the Investor harmless against any loss, damage, or expense (including reasonable
legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and acknowledges that
irreparable damage would occur in the event of any such default. It is accordingly agreed that the Investor shall be entitled
to an injunction or injunctions to prevent such breaches of this Agreement and to specifically enforce (subject to the Securities
Act and other rules of the Principal Market), without the posting of a bond or other security, the terms and provisions of this
Agreement.


 






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Article
III. Representations and Warranties of Investor


 


Investor
hereby represents and warrants to, and agrees with, the Company that the following are true and correct as of the date hereof
and as of each Advance Date:


 


Section
3.01        Organization
and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of the Cayman Islands
and has all requisite power and authority to execute, deliver and perform this Agreement, including all transactions contemplated
hereby. The decision to invest and the execution and delivery of this Agreement by the Investor, the performance by the Investor
of its obligations hereunder and the consummation by the Investor of the transactions contemplated hereby have been duly authorized
and require no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and
deliver this Agreement and all other instruments on behalf of the Investor or its shareholders. This Agreement has been duly executed
and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute
the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.


 


Section
3.02        Evaluation
of Risks. The Investor has such knowledge and experience in financial, tax and business matters as to be capable of evaluating
the merits and risks of, and bearing the economic risks entailed by, an investment in the Company and of protecting its interests
in connection with the transactions contemplated hereby. The Investor acknowledges and agrees that its investment in the Company
involves a high degree of risk, and that the Investor may lose all or a part of its investment.


 


Section
3.03        No
Legal, Investment or Tax Advice from the Company. The Investor acknowledges that it had the opportunity to review this Agreement
and the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investor is
relying solely on such counsel and advisors and not on any statements or representations of the Company or any of the Company’s
representatives or agents for legal, tax, investment or other advice with respect to the Investor’s acquisition of Common
Stock hereunder, the transactions contemplated by this Agreement or the laws of any jurisdiction.


 


Section
3.04        Investment
Purpose. The shares of Common Stock purchased by the Investor hereunder are being or will be purchased for its own account,
for investment purposes, and without any view or intention to distribute such shares in violation of the Securities Act or any
other applicable securities laws. The Investor agrees not to assign or in any way transfer the Investor’s rights to the
securities or any interest therein or its obligations under this Agreement and acknowledges that the Company will not recognize
any purported assignment or transfer except in accordance with applicable Federal and state securities laws. No other Person has
or will have a direct or indirect beneficial interest in the securities. The Investor agrees not to sell, hypothecate or otherwise
transfer the Investor’s Common Stock unless such shares are registered under Federal and applicable state securities laws
or unless, in the opinion of counsel satisfactory to the Company, an exemption from such registration is available.


 


Section
3.05        Accredited
Investor. The Investor is an “Accredited Investor” as that term is defined in Rule 501(a)(3) of Regulation
D.


 


Section
3.06        Information.
The Investor and its advisors (and its counsel), if any, have been furnished with all materials relating to the business, finances
and operations of the Company and information it deemed material to making an informed investment decision. The Investor and its
advisors, if any, have been afforded the opportunity to ask questions of the Company and its management and has received answers
to such questions. Neither such inquiries nor any other due diligence investigations conducted by such Investor or its advisors,
if any, or its representatives shall modify, amend or affect the Investor’s right to rely on the Company’s representations
and warranties contained in this Agreement. The Investor understands that its investment involves a high degree of risk. The Investor
has sought such accounting, legal and tax advice, as it has considered necessary to make an informed investment decision with
respect to the transactions contemplated hereby.


 


Section
3.07        Not
an Affiliate. The Investor is not an officer, director or a person that directly, or indirectly through one or more intermediaries,
controls or is controlled by, or is under common control with the Company or any “affiliate” of the Company
(as that term is defined in Rule 405 promulgated under the Securities Act).


 






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Section
3.08        Trading
Activities. The Investor’s trading activities with respect to the Common Stock shall be in compliance with all applicable
federal and state securities laws, rules and regulations and the rules and regulations of the Principal Market on which the Common
Stock is listed or traded. Neither the Investor nor its affiliates has any open short position
in the Common Stock, nor has the Investor entered into any hedging transaction that
establishes a net short position with respect to the Common Stock, and the Investor agrees that it shall not, and that
it will cause its affiliates not to, engage in any short sales or hedging transactions with respect to the Common Stock; provided
that the Company acknowledges and agrees that upon receipt of an Advance Notice the Investor has the right to sell the shares
to be issued to the Investor pursuant to the Advance Notice prior to receiving such
shares.


 


Section
3.09        General
Solicitation. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged
in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or
sale of the Common Stock offered hereby.


 


Article
IV. Representations and Warranties of the Company


 


Except
as set forth in the SEC Documents, or in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof and
shall qualify any representation or warranty otherwise made herein to the extent of the disclosure contained in the corresponding
section of the Disclosure Schedules or in another Section of the Disclosure Schedules, to the extent that it is reasonably apparent
on the face of such disclosure that such disclosure is applicable to such Section, the Company represents and warrants to the
Investor that, as of the date hereof and as of each Advance Date (other than representations
and warranties which address matters only as of a certain date, which shall be true and correct as written as of such certain
date), that:


 


Section
4.01        Organization
and Qualification. Each of the Company and its Subsidiary (as defined below) is an entity duly organized and validly existing
under the laws of its state of organization or incorporation, and has the requisite power and authority to own its properties
and to carry on its business as now being conducted. Each of the Company and its Subsidiary is duly qualified to do business and
is in good standing (to the extent applicable) in every jurisdiction in which the nature of the business conducted by it makes
such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a
Material Adverse Effect. “Subsidiaries” means any Person (as defined below) in which the Company, directly
or indirectly, (x) owns any of the outstanding capital stock or holds any equity or similar interest of such Person or (y) controls
or operates all or any part of the business, operations or administration of such Person, and each of the foregoing, is individually
referred to herein as a “Subsidiary.”


 


Section
4.02        Authorization,
Enforcement, Compliance with Other Instruments. The Company has the requisite corporate power and authority to enter into
and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance
with the terms hereof and thereof. The execution and delivery by the Company of this Agreement and the other Transaction Documents,
and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance
of the Common Stock) have been or (with respect to consummation) will be duly authorized by the Company’s board of directors
or other governing body and no further consent or authorization will be required by the Company, its board of directors or its
shareholders. This Agreement and the other Transaction Documents to which it is a party have been (or, when executed and delivered,
will be) duly executed and delivered by the Company and, assuming the execution and delivery thereof and acceptance by the Investor,
constitute (or, when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles
of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other laws relating to, or affecting
generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution
may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement
and each of the other agreements and instruments entered into or delivered by any of the Parties hereto in connection with the
transactions contemplated hereby and thereby, as may be amended from time to time.


 






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Section
4.03        No
Conflict. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the
Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Stock)
will not (i) result in a violation of the articles of association or other organizational documents of the Company or its Subsidiary
(with respect to consummation, as the same may be amended prior to the date on which any of the transactions contemplated hereby
are consummated), (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become
a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture
or instrument to which the Company or its Subsidiary is a party, or (iii) result in a violation of any law, rule, regulation,
order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or its Subsidiary
or by which any property or asset of the Company or its Subsidiary is bound or affected except, in the case of clause (ii) or
(iii) above, to the extent such violations that would not reasonably be expected to have a Material Adverse Effect.


 


Section
4.04        SEC
Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required
to be filed by it with the SEC pursuant to Section 13 of the Exchange Act since April 1, 2017 (or such shorter period as the Company
was required by law or regulation to file such material) (all of the foregoing filed preceding the date hereof or amended after
the date hereof, or filed after the date hereof, and all exhibits included therein and financial statements and schedules thereto
and documents incorporated by reference therein, and all registration statements filed by the Company under the Securities Act,
being hereinafter referred to as the “SEC Documents”). The Company has made available to the Investor through
the SEC’s website at http://www.sec.gov, true and complete copies of the SEC Documents. As of their respective dates, the
SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable,
and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents,
at the time they were filed with the SEC, 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 the light of the circumstances under which
they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents
complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of
the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles,
consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the
notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed
or summary statements) and fairly present in all material respects the financial position of the Company as of the respective
dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements,
to normal year-end audit adjustments).


 


Section
4.05        Equity
Capitalization. The registered share capital of the Company as of December 6, 2017 consists of 2,000,000,000 shares of Common
Stock, of which 1,920,688,781 shares of Common Stock are issued and outstanding as of the date hereof. All of such outstanding
shares are duly authorized, validly issued, fully paid and nonassessable.


 


Section
4.06        Intellectual
Property Rights. The Company and its Subsidiary own or possess adequate rights or licenses to use all material trademarks,
trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses,
approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted,
except as would not cause a Material Adverse Effect. The Company and its Subsidiary do not have any knowledge of any infringement
by the Company or its Subsidiary of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service
names, service marks, service mark registrations, or trade secrets, except as would not cause a Material Adverse Effect. To the
knowledge of the Company, there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge,
being threatened against the Company or its Subsidiary regarding trademark, trade name, patents, patent rights, invention, copyright,
license, service names, service marks, service mark registrations, trade secret or other infringement; and, except as would not
cause a Material Adverse Effect, the Company is not aware of any facts or circumstances which might give rise to any of the foregoing.


 


Section
4.07        Employee
Relations. Neither the Company nor any of its Subsidiary is involved in any labor dispute nor, to the knowledge of the Company
or any of its Subsidiary, is any such dispute threatened, in each case which is reasonably likely to cause a Material Adverse
Effect.


 






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Section
4.08        Environmental
Laws. The Company and its Subsidiary (i) are in compliance in all material respects with all Environmental Laws (as defined
below), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct
their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval
where, in each of the foregoing clauses (i), (ii) and (iii), the failure to so comply would be reasonably expected to have, individually
or in the aggregate, a Material Adverse Effect. The term “Environmental Laws” means all applicable federal,
state and local laws relating to pollution or protection of human health or the environment (including, without limitation, ambient
air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions,
discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes
(collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations,
codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans
or regulations issued, entered, promulgated or approved thereunder.


 


Section
4.09        Title.
Except as set forth in the SEC Documents or except as would not cause a Material Adverse Effect, the Company has good and marketable
title to its properties and material assets owned by it, free and clear of any pledge, lien, security interest, encumbrance, claim
or equitable interest other than such as are not material to the business of the Company. Any real property and facilities held
under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions
as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company
and its subsidiaries.


 


Section
4.10        Insurance.
The Company and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and
risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company
and its subsidiaries are engaged. The Company has no 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 at a cost that would not have a Material Adverse Effect.


 


Section
4.11        Regulatory
Permits. Except as would not cause a Material Adverse Effect, the Company and its subsidiaries possess all material certificates,
authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their
respective businesses, and neither the Company nor any such subsidiary has received any notice of proceedings relating to the
revocation or modification of any such certificate, authorization or permits.


 


Section
4.12        Internal
Accounting Controls. The Company and each of its Subsidiary 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 generally
accepted accounting principles 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.


 


Section
4.13        Absence
of Litigation. Except as set forth in the SEC Documents, there is no action, suit, proceeding, inquiry or investigation before
or by any court, public board, government agency, self-regulatory organization or body pending against or affecting the Company,
the Common Stock or any of the Company’s Subsidiary, wherein an unfavorable decision, ruling or finding would have a Material
Adverse Effect.


 


Section
4.14        Subsidiaries.
Except as disclosed in the SEC Documents, the Company does not presently own or control, directly or indirectly, any interest
in any other corporation, partnership, association or other business entity.


 


Section
4.15        Tax
Status. Each of the Company and its Subsidiary (i) has timely made or filed all foreign, federal and state income and all
other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely 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 (iii) has set aside on its books provision 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 and its Subsidiaries know of no basis for any such claim.


 






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Section
4.16        Certain
Transactions. Except as set forth in the SEC Documents (or as not required to be disclosed pursuant to applicable law) none
of the officers or directors of the Company is presently a party to any transaction with the Company (other than for services
as employees, officers and directors), 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
officer or director, or to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer
or director has a substantial interest or is an officer, director, trustee or partner.


 


Section
4.17        Fees
and Rights of First Refusal. The Company is not obligated to offer the Common Stock offered hereunder on a right of first
refusal basis or otherwise to any third parties including, but not limited to, current or former shareholders of the Company,
underwriters, brokers, agents or other third parties.


 


Section
4.18        Dilution.
The Company is aware and acknowledges that issuance of Common Stock hereunder could cause dilution to existing shareholders and
could significantly increase the outstanding number of Common Stock.


 


Section
4.19        No
General Solicitation. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged
in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or
sale of the Common Stock offered hereby. None of the Company, its Subsidiary, any of its affiliates, or any Person acting on its
or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in
connection with the offer or sale of Common Stock hereunder. The Company shall be responsible for the payment of any financial
advisory fees or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor) relating to
or arising out of the transactions contemplated hereby based upon arrangements made by or on behalf of the Company. Neither the
Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of Common
Stock hereunder.


 


Section
4.20        Acknowledgment
Regarding Investor’s Purchase of Shares. The Company acknowledges and agrees that the Investor is acting solely in the
capacity of an arm’s length investor with respect to this Agreement and the transactions contemplated hereunder. The Company
further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity)
with respect to this Agreement and the transactions contemplated hereunder and any advice given by the Investor or any of its
representatives or agents in connection with this Agreement and the transactions contemplated hereunder is merely incidental to
the Investor’s purchase of the Shares hereunder. The Company is aware and acknowledges that it may not be able to request
Advances under this Agreement if the Registration Statement is not declared effective or if any issuances of Common Stock pursuant
to any Advances would violate any rules of the Principal Market. The Company further is aware and acknowledges that any fees paid
or shares issued pursuant to Section 13.04 hereunder shall be earned on the date hereof and are not refundable or returnable under
any circumstances.


 


Section
4.21        Foreign
Corrupt Practices. Neither the Company nor its subsidiaries, nor to the knowledge of the Company, any agent or other person
acting on behalf of the Company or subsidiary, has: (i) directly or indirectly, used any 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 its subsidiaries (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 (the “FCPA”).


 


Section
4.22        Neither
the Company, nor any subsidiary of the Company, nor, to the Company’s knowledge, any director, officer, agent, employee
or affiliate of the Company or any subsidiary of the Company, is a person that is, or is owned or controlled by a person that
is:


 


		(a)	on the list of Specially
Designated Nationals and Blocked Persons maintained by OFAC from time to time;



 


		(b)	the subject of any Sanctions;



 


		(c)	has a place of business
or is operating, organized or resident in a country or territory that is, or whose government is, the subject Sanctions Programs.



 






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Article
V. Indemnification


 


The
Investor and the Company represent to the other the following with respect to itself:


 


Section
5.01        Indemnification
by the Company. In consideration of the Investor’s execution and delivery of this Agreement, and in addition to all
of the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless
the Investor, and all of its officers, directors, partners, employees and agents (including, without limitation, those retained
in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Investor Indemnitees”)
from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, and damages, and reasonable
and documented expenses in connection therewith (irrespective of whether any such Investor Indemnitee is a party to the action
for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified
Liabilities”), incurred by the Investor Indemnitees or any of them as a result of, or arising out of, or relating to
(a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration
of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement
thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading; provided, however, that the Company will not
be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such
untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with
written information furnished to the Company by or on behalf of the Investor specifically for inclusion therein; (b) any material
misrepresentation or breach of any material representation or material warranty made by the Company in this Agreement or any other
certificate, instrument or document contemplated hereby or thereby; (c) any material breach of any material covenant, material
agreement or material obligation of the Company contained in this Agreement or any other certificate, instrument or document contemplated
hereby or thereby; or (d) any cause of action, suit or claim brought or made against such Investor Indemnitee not arising out
of any action or inaction of an Investor Indemnitee, and arising out of or resulting from the execution, delivery, performance
or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto by any of the Investor
Indemnitees. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall
make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under
applicable law.


 


Section
5.02        Indemnification
by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all
of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless
the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained
in connection with the transactions contemplated by this Agreement) (collectively, the “Company Indemnitees”)
from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising
out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement
for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment
thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein not misleading; provided, however,
that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf
of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in
any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement
or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information
furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach
of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or
thereby executed by the Investor; (c) any breach of any covenant, agreement or obligation of the Investor(s) contained in this
Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor; or (d) any
cause of action, suit or claim brought or made against such Company Indemnitee not arising out of any action or inaction of a
Company Indemnitee and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement
or any other instrument, document or agreement executed pursuant hereto by any of the Company Indemnitees. To the extent that
the foregoing undertaking by the Investor may be unenforceable for any reason, the Investor shall make the maximum contribution
to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under applicable law.


 






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Section
5.03        Notice
of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any action
or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or
Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any
indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the
failure to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying
party is prejudiced by such failure. 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 reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may
be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the
reasonable fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the
indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel
of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential
differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in
such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully 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 Investor Indemnitee or Company Indemnitee which relates to such action or claim. The
indemnifying party shall keep the Investor Indemnitee or Company Indemnitee fully 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, that the indemnifying party shall not unreasonably
withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee
or Company Indemnitee, 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 Investor Indemnitee or Company Indemnitee of
a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the
indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third
parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by
this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as
and when bills are received and payment therefor is due.


 






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Section
5.04        Contribution.
In the event that the indemnity provided in Section 5.01 or Section 5.02 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, the Company and the Investor severally agree to contribute to the aggregate losses damages (including
legal or other expenses reasonably incurred in connection with investigating or defending the same) (collectively “Losses”)
to which the Company or the Investor may be subject in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and by the Investor on the other from transactions contemplated by this Agreement. If the allocation
provided by the immediately preceding sentence is unavailable for any reason, the Company and the Investor severally shall contribute
in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on
the one hand and of the Investor on the other in connection with the statements or omissions which resulted in such Losses as
well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total
proceeds from the offering (net of all discounts and commissions but before deducting expenses) received by it, and benefits received
by the Investor shall be deemed to be equal to the total discounts received by the Investor. Relative fault shall be determined
by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information provided by the Company on the one hand or the Investor on the
other, the intent of the Parties and their relative knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The Company and the Investor agree that it would not be just and equitable if contribution were
determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations
referred to above. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party
and referred to above in this Article V shall be deemed to include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission
or alleged omission. Notwithstanding the provisions of this Section 5.04, the Investor shall not be required to contribute any
amount in excess of the amount by which the Purchase Price for Shares actually purchased pursuant to this Agreement exceeds the
amount of any damages which the Investor has otherwise been required to pay by reason of such untrue or alleged untrue statement
or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
For purposes of this Article V, each person who controls the Investor within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act and each director, officer, employee and agent of the Investor shall have the same
rights to contribution as the Investor, and each person who controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, each officer of the Company who shall have signed the Registration Statement
and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable
terms and conditions of this Section 5.04.


 


Section
5.05        Remedies.
The remedies provided for in this Article V are not exclusive and shall not limit any right or remedies which may otherwise be
available to any indemnified person at law or in equity. The obligations of
the Parties to indemnify or make contribution under this Article V shall survive
expiration or termination of this Agreement for a period of 3 years.


 


Section
5.06        Limitation
of liability. Notwithstanding the foregoing no Party shall be entitled to recover from the other Party for punitive, indirect,
incidental or consequential damages.


 






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Article
VI.

Covenants of the Company


 


Section
6.01        Registration
Statement.


 


		(a)	Filing
                                         of a Registration Statement. The Company shall prepare and, as soon as practicable,
                                         but not later than 60 calendar days from the date hereof, file with the SEC an initial
                                         Registration Statement covering the resale of the Registrable Securities. The Company
                                         shall not have the ability to request any Advances until the effectiveness of a Registration
                                         Statement. Each Registration Statement shall contain the “Plan of Distribution”
                                         section in substantially the form attached hereto as Exhibit C. 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.



 


		(b)	Maintaining
                                         a Registration Statement. The Company shall maintain the effectiveness of any Registration
                                         Statement with respect to Registrable Securities that has been declared effective at
                                         all times during the Commitment Period or, if earlier, until such time as no Registrable
                                         Securities registered thereunder remain outstanding (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 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.



 


		(c)	Filing
                                         Procedures. Not less than 3 business days prior to the filing of a Registration Statement
                                         and not less than one business day prior to the filing of any related amendments and
                                         supplements to all Registration Statements (except for any amendments or supplements
                                         caused by the filing of any annual reports on Form 10-K, current reports on Form 8-K,
                                         and any similar or successor reports), the Company shall furnish to the Investor copies
                                         of all such documents proposed to be filed, which documents (other than those incorporated
                                         or deemed to be incorporated by reference) will be subject to the reasonable and prompt
                                         review of the Investor. The Investor shall furnish comments on a Registration Statement
                                         and any related amendment and supplement to a Registration Statement to the Company within
                                         24 hours of the receipt thereof. If the Investor
                                         fails to provide comments to the Company within such 24-hour period, then the Registration
                                         Statement, related amendment or related supplement, as applicable, shall be deemed accepted
                                         by the Investor in the form originally delivered by the Company to the Investor.



 


		(d)	Delivery
                                         of Final Documents. The Company shall furnish via email to the Investor without charge,
                                         (i) a copy of each Registration Statement as declared effective by the SEC and any amendment(s)
                                         thereto, including financial statements and schedules, all documents incorporated therein
                                         by reference, all exhibits and each preliminary prospectus, (ii) at the request of the
                                         Investor, a copy of the final prospectus included in such Registration Statement and
                                         all amendments and supplements thereto (or such other number of copies as the Investor
                                         may reasonably request) and (iii) such other documents as the Investor may reasonably
                                         request from time to time in order to facilitate the disposition of the Registrable Securities
                                         owned by the Investor pursuant to a Registration Statement.



 


		(e)	Amendments
                                         and Other Filings. The Company shall (i) prepare and file with the SEC such amendments (including
                                         post-effective amendments) and supplements to a Registration Statement and the related
                                         prospectus used in connection with such Registration Statement, which prospectus is to
                                         be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary
                                         to keep such Registration Statement effective at all times during the Registration Period,
                                         and prepare and file with the SEC such additional Registration Statements in order to
                                         register for resale under the Securities Act all of the Registrable Securities; (ii)
                                         cause the related prospectus to be amended or supplemented by any required prospectus
                                         supplement (subject to the terms of this Agreement), and as so supplemented or amended
                                         to be filed pursuant to Rule 424; and (iii) provide the Investor copies of all correspondence
                                         from and to the SEC relating to a Registration Statement (provided that the Company may
                                         excise any information contained therein which would constitute material non-public information.
                                         In the case of amendments and supplements to a Registration Statement which are required
                                         to be filed pursuant to this Agreement (including pursuant to this Section 6.01(e) )
                                         by reason of the Company’s filing a report on Form 10-K, or Form 8-K or any analogous
                                         report under the Exchange Act, the Company shall incorporate such report by reference
                                         into the Registration Statement, if applicable, or shall file such amendments or supplements
                                         with the SEC either on the day on which the Exchange Act report is filed which created
                                         the requirement for the Company to amend or supplement the Registration Statement, if
                                         feasible, or otherwise promptly thereafter.



 






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		(f)	Blue-Sky.
                                         The Company shall use its commercially reasonable efforts to, if applicable, (i) register
                                         and qualify the Registrable Securities covered by a Registration Statement under such
                                         other securities or “blue sky” laws of such jurisdictions in the United States
                                         as the Investor reasonably requests, (ii) prepare and file in those jurisdictions,
                                         such amendments (including 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, that the Company shall
                                         not be required in connection therewith or as a condition thereto to (w) make any change
                                         to its Articles of Incorporation or Bylaws, (x) qualify to do business in any jurisdiction
                                         where it would not otherwise be required to qualify but for this Section 6.01(f), (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 the
                                         Investor 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 threat of any proceeding for such
                                         purpose.



 


Section
6.02        Listing
of Common Stock. The Company shall use its commercially reasonable efforts to maintain the Common Stock’ authorization
for quotation on the Principal Market and shall notify the Investor promptly if the Common Stock shall cease to be authorized
for quotation on the Principal Market.


 


Section
6.03        Opinion
of Counsel. On the date on which the Registration Statement is filed, he Company shall deliver to the Investor an opinion
from counsel to the Company in a form customary for such type of opinion.


 


Section
6.04        Exchange
Act Registration. The Company will file in a timely manner all reports and other documents required of it as a reporting company
under the Exchange Act and will not take any action or file any document (whether or not permitted by Exchange Act or the rules
thereunder) to terminate or suspend its reporting and filing obligations under the Exchange Act.


 


Section
6.05        Transfer
Agent Instructions. Upon effectiveness of the Registration Statement the Company shall, and (if required by the transfer agent)
cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with a copy to the Investor)
confirmation that such Registration Statement has been declared effective by the SEC and instructions to issue Common Stock to
the Investor free of restrictive legends upon each Advance.


 


Section
6.06        Corporate
Existence. The Company will take all steps necessary to preserve and continue the corporate existence of the Company during
the Commitment Period.


 


Section
6.07        Notice
of Certain Events Affecting Registration; Suspension of Right to Make an Advance. The Company will immediately notify the
Investor, and confirm in writing, upon its becoming aware of the occurrence of any of the following events in respect of a Registration
Statement or related prospectus relating to an offering of Registrable Securities: (i) receipt of any request for additional information
by the SEC or any other Federal or state governmental authority during the period of effectiveness of the Registration Statement
for amendments or supplements to the Registration Statement or related prospectus; (ii) the issuance by the SEC or any other Federal
governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings
for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification
of any of the Registrable Securities for sale in any jurisdiction or the initiation or written threat of any proceeding for such
purpose; (iv) the happening of any event that makes any statement made in the Registration Statement or related prospectus of
any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the
making of any changes in the Registration Statement, related prospectus or documents so that, in the case of the Registration
Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not
contain any untrue statement of a material fact or omit to state any 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, or of the necessity
to amend the Registration Statement or supplement a related prospectus to comply with the Securities Act or any other law; and
(v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate
(other than, in the case of this clause (v), for routine post-effective amendments required in order to maintain the effectiveness
of a Registration Statement filed on Form S-1 or S-3); and the Company will promptly make available to the Investor any such supplement
or amendment to the related prospectus. The Company shall not deliver to the Investor any Advance Notice, and the Investor shall
not sell any Shares pursuant to a Registration Statement, during the continuation of any of the foregoing events (each of the
events described in the immediately preceding clauses (i) through (v), inclusive, a “Material Outside Event”).


 






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Section
6.08        Consolidation;
Merger. If an Advance Notice has been delivered to the Investor, then the Company shall not effect any consolidation of the
Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a “Consolidation
Event”) before the transaction contemplated in such Advance Notice has been closed in accordance with Section 2.02 hereof.


 


Section
6.09        Issuance
of the Company’s Common Stock. The sale of the Common Stock hereunder shall be made in accordance with the provisions
and requirements of Regulation D and any applicable state securities law.


 


Section
6.10        Market
Activities.The Company will not, directly or indirectly, take any action designed to cause or result in, or that constitutes
or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company under
Regulation M of the Exchange Act.


 


Section
6.11        Opinion
of Counsel Concerning Resales. Provided that the Investor’s resale of Common Stock received pursuant to this Agreement
may be freely sold by the Investor either pursuant to an effective Registration Statement, in accordance with Rule 144, or otherwise,
the Company shall obtain for the Investor, at the Company’s expense, any and all opinions of counsel which may be required
by the Company’s transfer agent to issue such Shares free of restrictive legends, or to remove legends from such Shares.


 


Section
6.12        Expenses.
The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay
all expenses incident to the performance of its obligations hereunder, including but not limited to (i) the preparation, printing
and filing of the Registration Statement and each amendment and supplement thereto, of each prospectus and of each amendment and
supplement thereto; (ii) the preparation, issuance and delivery of any Shares issued pursuant to this Agreement, (iii) all fees
and disbursements of the Company’s counsel, accountants and other advisors, (iv) the qualification of the Shares under securities
laws in accordance with the provisions of this Agreement, including filing fees in connection therewith, (v) the printing and
delivery of copies of any prospectus and any amendments or supplements thereto, (vi) the fees and expenses incurred in connection
with the listing or qualification of the Shares for trading on the Principal Market, or (vii) filing fees of the SEC and the Principal
Market.


 


Section
6.13        Sales.
Without the written consent of the Investor, the Company will not, directly or indirectly, offer to sell, sell, contract to sell,
grant any option to sell or otherwise dispose of any Common Stock (other than the Shares offered pursuant to the provisions of
this Agreement, the issuance of shares upon the exercise of outstanding options or warrants, and/or the issuance of shares under
publicly disclosed equity compensation plans of the Company) or securities convertible into or exchangeable for Common Stock,
warrants or any rights to purchase or acquire, Common Stock (other than the issuance of stock options and other equity award under
publicly disclosed equity compensation plans of the Company) during the period beginning on the 5th Trading Day immediately prior
to an Advance Notice Date and ending on the 5th Trading Day immediately following the corresponding Advance Date.


 


Section
6.14        Current
Report. Upon the Effective Date, the Company shall not, and the Company shall cause each its Subsidiary and each of its and
their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information
regarding the Company or any of its Subsidiaries without the express prior written consent of the Investor (which may be granted
or withheld in the Investor’s sole discretion). Notwithstanding anything contained in this Agreement to the contrary, the
Company expressly agrees that it shall publicly disclose, no later than four (4) Business Days following the Effective Date, any
information communicated to the Investor by or, to the knowledge of the Company, on behalf of the Company in connection with the
transactions contemplated herein, which, following the Effective Date would, if not so disclosed, constitute material, non-public
information regarding the Company or its Subsidiary.


 


Section
6.15        Black-out
Periods. Notwithstanding any other provision of this Agreement, the Company shall not deliver an Advance Notice during any
Company black-out periods or during any other period in which the Company is, or could be deemed to be, in possession of material
non-public information.


 





    -16-


     


    

 





Section
6.16        Use
of Proceeds. The Company will use the proceeds from the sale of the Common Stock hereunder for working capital and other general
corporate purposes or, if different, in a manner consistent with the application thereof described in the Registration Statement.
The Company will not, to its knowledge, directly or indirectly, use the proceeds of the transaction, or lend, contribute, facilitate or
otherwise make available such proceeds to any person (i) to fund, either directly or indirectly, any activities or business of
or with any Person, that is identified on the list of Specially Designated Nationals and Blocker Persons maintained by OFAC, or
in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions or Sanctions
Programs, or (ii) in any other manner that will result in a violation of Sanctions Laws or the FCPA.


 


Section
6.17        Compliance
with Applicable Laws. The Company shall comply with all Applicable Laws and will not take any action which will cause the
Investor to be in violation of an such Applicable laws.


  


Article
VII.

Conditions for Advance and Conditions to Closing


 


Section
7.01        Conditions
Precedent to the Right of the Company to Deliver an Advance Notice. The right of the Company to deliver an Advance Notice
and the obligations of the Investor hereunder with respect to an Advance is subject to the satisfaction by the Company, on each
Advance Notice Date and Advance Date (a “Condition Satisfaction Date”), of each of the following conditions:


 


		(a)	Accuracy of the Company’s
Representations and Warranties. The representations and warranties of the Company shall be true and correct in all material
respects.



 


		(b)	Registration
                                         of the Common Stock with the SEC. There is an effective Registration Statement pursuant
                                         to which the Investor is permitted to utilize the prospectus thereunder to resell all
                                         of the Common Stock issuable pursuant to such Advance Notice. The Company shall have
                                         filed with the SEC all reports, notices and other documents required under the Exchange
                                         Act and applicable SEC regulations during the twelve-month period immediately preceding
                                         the applicable Condition Satisfaction Date.



 


		(c)	Authority.
                                         The Company shall have obtained all permits and qualifications required by any applicable
                                         state for the offer and sale of the Common Stock, or shall have the availability of exemptions
                                         therefrom. The sale and issuance of the Common Stock shall be legally permitted by all
                                         laws and regulations to which the Company is subject.



 


		(d)	No
                                         Material Outside Event. No Material Outside Event shall have occurred and be continuing.



 


		(e)	Performance
                                         by the Company. The Company shall have performed, satisfied and complied in all material
                                         respects with all covenants, agreements and conditions required by this Agreement to
                                         be performed, satisfied or complied with by the Company at or prior to each Condition
                                         Satisfaction Date.



 


		(f)	No
                                         Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction
                                         shall have been enacted, entered, promulgated or endorsed by any court or governmental
                                         authority of competent jurisdiction that prohibits or directly and adversely affects
                                         any of the transactions contemplated by this Agreement, and no proceeding shall have
                                         been commenced that may have a Material Adverse Effect.



 


		(g)	No
                                         Suspension of Trading in or Delisting of Common Stock. The Common Stock is quoted
                                         trading on a Principal Market and all of the shares issuable pursuant to such Advance
                                         Notice will be listed or quoted for trading on such Principal Market and the Company
                                         believes, in good faith, that trading of the Common Stock on a Principal Market will
                                         continue uninterrupted for the foreseeable future. The issuance of Common Stock with
                                         respect to the applicable Advance Notice will not violate the shareholder approval requirements
                                         of the Principal Market. The Company shall not have received any notice threatening the
                                         continued quotation of the Common Stock on the Principal Market.



 


		(h)	Authorized.
                                         There shall be a sufficient number of authorized but unissued and otherwise unreserved
                                         Common Stock for the issuance of all of the shares issuable pursuant to such Advance
                                         Notice.



 






    -17-


     


    

 


		(i)	Executed
                                         Advance Notice. The Investor shall have received the Advance Notice executed by an
                                         officer of the Company and the representations contained in such Advance Notice shall
                                         be true and correct as of the applicable Condition Satisfaction Date.



 


		(j)	Consecutive
                                         Advance Notices. Except with respect to the first Advance Notice, the Company shall
                                         have delivered all Shares relating to all prior Advances.



 


Article
VIII.

Non-Disclosure of Non-Public Information


 


The
Company covenants and agrees that it shall refrain from disclosing, and shall cause its officers, directors, employees and agents
to refrain from disclosing, any material non-public information (as determined under the Securities Act, the Exchange Act, or
the rules and regulations of the SEC) to the Investor without also disseminating such information to the public, unless prior
to disclosure of such information the Company identifies such information as being material non-public information and provides
the Investor with the opportunity to accept or refuse to accept such material non-public information for review. Unless specifically
agreed to in writing, in no event shall the Investor have a duty of confidentially, or be deemed to have agreed to maintain information
in confidence, with respect to (i) any information disclosed in violation of this provision or (ii) the delivery of any Advance
Notices.


 


Article
IX.

Non Exclusive Agreement


 


Notwithstanding
anything contained herein, this Agreement and the rights awarded to the Investor hereunder are non-exclusive, and, subject to
the provisions in Section 6.13, the Company may, at any time throughout the term of this Agreement and thereafter, issue and allot,
or undertake to issue and allot, any shares and/or securities and/or convertible notes, bonds, debentures, options to acquire
shares or other securities and/or other facilities which may be converted into or replaced by Common Stock or other securities
of the Company, and to extend, renew and/or recycle any bonds and/or debentures, and/or grant any rights with respect to its existing
and/or future share capital.


 


Article
X.

Choice of Law/Jurisdiction


 


This
Agreement shall be governed by and interpreted in accordance with the laws of the State of New Jersey without regard to the principles
of conflict of laws. The Parties further agree that any action between them shall be heard in New Jersey, and expressly consent
to the jurisdiction and venue of the Superior Court for the State of New Jersey sitting in Union County New Jersey and Federal
Court for the District of New Jersey sitting in Newark, New Jersey, for the adjudication of any civil action asserted pursuant
to this paragraph.


 


Article
XI. Assignment; Termination


 


Section
11.01    Assignment. Neither
this Agreement nor any rights of the Parties hereto may be assigned to any other Person.


 


Section
11.02    Termination.


 


		(a)	Unless
                                         earlier terminated as provided hereunder, this Agreement shall terminate automatically
                                         on the earliest of (i) the first day of the month next following the 36-month anniversary
                                         of the Effective Date or (ii) the date on which the Investor shall have made payment
                                         of Advances pursuant to this Agreement in the aggregate amount of the Commitment Amount.



 


		(b)	The
                                         Company may terminate this Agreement effective upon fifteen Trading Days’ prior
                                         written notice to the Investor; provided that (i) there are no outstanding Advance Notices,
                                         the Common Stock under which have yet to be issued, and (ii) the Company has paid all
                                         amounts owed to the Investor pursuant to this Agreement. This Agreement may be terminated
                                         at any time by the mutual written consent of the Parties, effective as of the date of
                                         such mutual written consent unless otherwise provided in such written consent.



 






    -18-


     


    

 


		(c)	Nothing
                                         in this Section 11.02 shall be deemed to release the Company or the Investor from any
                                         liability for any breach under this Agreement, or to impair the rights of the Company
                                         and the Investor to compel specific performance by the other Party of its obligations
                                         under this Agreement. The indemnification provisions contained in Article V shall survive
                                         termination hereunder.



 


Article
XII. Notices


 


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 email addresses for such communications
shall be:


 


 


	If to
    the Company, to:	Investview
    Inc.
	 	12 South 400 West –
        Suite 300

        

	 	Salt Lake City, UT 84101
	 	Attention:
	Mario Romano

        

	 	Telephone:	(732)889-9300
	 	Email: Mario@wealthgenerators.com

	 	
	With a copy to (which shall not Constitute notice or delivery of process) to:



	 	Michael Best & Friedrich
        LLP

        136 East South Temple, Suite
        2100

        Salt Lake City, UT 84111

	 	Attention:	Kevin C. Timken
	 	Telephone:	(901)924-4124
	 	Email: kctimken@michaelbest.com
	 	 
	If to the Investor(s):	YAII PN, Ltd.
	 	1012 Springfield Avenue
	 	Mountainside, NJ 07092
	 	Attention:	Matthew Beckman
	 	 	Portfolio Manager
	 	Telephone:	(201) 985-8300
	 	Email:mbeckman@yorkvilleadvisors.com 

	 	 
	With a Copy (which shall not Constitute notice or delivery of process) to:



	 	David Gonzalez, Esq.

        1012 Springfield Avenue

	 	Mountainside, NJ 07092
	 	Telephone:	(201) 985-8300
	 	Email: legal@yorkvilleadvisors.com


 


Either may
change its information contained in this Article XII by delivering notice to the other party as set forth herein.


 






    -19-


     


    

 


Article
XIII. Miscellaneous


 


Section
13.01    Counterparts.
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. Facsimile or other
electronically scanned and delivered signatures, including by e-mail attachment, shall be deemed originals for all purposes of
this Agreement.


 


Section
13.02    Entire Agreement;
Amendments. This Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their
respective affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement, and
the instruments referenced herein contain the entire understanding of the Parties with respect to the matters covered herein and
therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation,
warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other
than by an instrument in writing signed by the Party to be charged with enforcement.


 


Section
13.03    Reporting Entity for
the Common Stock. The reporting entity relied upon for the determination of the trading price or trading volume of the Common
Stock on any given Trading Day for the purposes of this Agreement shall be Bloomberg, L.P. or any successor thereto. The written
mutual consent of the Investor and the Company shall be required to employ any other reporting entity.


 


Section
13.04    Fees. Each of
the Parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged
by such Party) in connection with this Agreement and the transactions contemplated hereby provided however:


 


		(a)	Commitment Fee.
The Company shall pay to YA Global II SPV, LLC (“YAII SPV”), as a designee for the Investor, a commitment fee
(the “Commitment Fee”) in an amount equal to $550,000. The Commitment Fee will be paid in shares of Common
Stock (the “Commitment Shares”) and cash. On the date hereof the Company shall pay to YAII SPV $300,000 of
the Commitment fee by the issuance of shares of the Company’s Common Stock in an amount equal to $300,000 divided by lowest
VWAP of the Company’s Common Stock for the 5 Trading Days immediately preceding the date hereof or 4,273,504 shares of the
Company’s Common Stock and on the 12 month anniversary of the date hereof the Company shall pay to YAII SPV, unless otherwise
waived by the Investor, the balance of the Commitment fee of $250,000 by a wire transfer of immediately available funds.



 


		(b)	Commitment Shares.
The Commitment Fee and the Commitment Shares shall be deemed fully earned as of the date of execution of this Agreement regardless
of the amount of Advances, if any, that the Company is able to, or chooses to, request hereunder. The Commitment Shares shall
be included on any registration statement filed by the Company after the date hereof, unless such shares may be resold without
any limitation pursuant to Rule 144.



 


Section
13.05    Brokerage. Each
of the parties hereto represents that it has had no dealings in connection with this transaction with any finder or broker who
will demand payment of any fee or commission from the other party. The Company on the one hand, and the Investor, on the other
hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any person claiming brokerage
commissions or finder’s fees on account of services purported to have been rendered on behalf of the indemnifying party
in connection with this Agreement or the transactions contemplated hereby.


 


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 


 




    -20-


     


    

 


IN
WITNESS WHEREOF, the Parties hereto have caused this Standby Equity Distribution Agreement to be executed by the undersigned,
thereunto duly authorized, as of the date first set forth above.


 





	 	COMPANY:	 
	 	Investview Inc.	 
	 	 	 
	 	By: 	 


/s/ Annette Raynor


	
	 	 	Name: 	Annette Raynor	 
	 	 	Title:	COO, Secretary and Director	 
	 	 	 
	 	 	 
	 	INVESTOR:	 
	 	YAII PN, Ltd.	 
	 	 	 
	 	By: 	Yorkville Advisors Global, LP	 
	 	Its: 	Investment Manager	 
	 	 	 	 
	 	By: 	Yorkville Advisors Global II, LLC	 
	 	Its: 	General Partner	 
	 	 	 	 
	 	By: 	/s/ Mark Angelo	 
	 	 	Name:  	Mark Angelo	 
	 	 	Title:	Member	 







 


 




     


     


    

 


EXHIBIT
A

ADVANCE NOTICE


 


INVESTVIEW
INC.


 


Dated:
______________


 


The
undersigned, _______________________ hereby certifies, with respect to the sale of Common Stock of Investview Inc. (the “Company”)
issuable in connection with this Advance Notice, delivered pursuant to that certain Standby Equity Distribution Agreement, dated
as of _______, 201_ (the “Agreement”), as follows:


 


1.       The
undersigned is the duly elected ______________ of the Company.


 


2.       There
are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file
a post-effective amendment to the Registration Statement.


 


3.
       The Company has performed in all material respects all covenants and agreements to be
performed by the Company and has complied in all material respects with all obligations and conditions contained in this Agreement
on or prior to the Advance Notice Date, and shall continue to perform in all material respects all covenants and agreements to
be performed by the Company through the applicable Advance Date. All conditions to the delivery of this Advance Notice are satisfied
as of the date hereof.


 


4.       The
undersigned hereby represents, warrants and covenants that it has made all filings (“SEC Filings”) required
to be made by it pursuant to applicable securities laws (including, without limitation, all filings required under the Securities
Exchange Act of 1934). All SEC Filings have been reviewed and approved for release by the Company’s attorneys and, if containing
financial information, the Company’s independent certified public accountants. None of the SEC Filings contain any untrue
statement of a material fact or omit to state any 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.


 


5.The
Advance requested is _____________________.


 


6.       4.99%
of the outstanding Common Stock of the Company as of the date hereof is ___________.


 


The
undersigned has executed this Advance Notice as of the date first set forth above.


 


	 	INVESTVIEW INC.
	 		 	 	 
	 	By: 	  	 



 


 


 


 


Please deliver this Advance Notice by email
with a follow up phone call to:


Email: Trading@yorkvilleadvisors.com


Attention: Trading Department
and Compliance Officer


Confirmation Telephone
Number: (201) 985-8300.


 







     


     


    

 


EXHIBIT B


FORM OF SETTLEMENT
DOCUMENT


VIA EMAIL


 


INVESTVIEW INC.


Attn: 


Email:


 


	 	Below
    please find the settlement information with respect to the Advance Notice dated:	 
	 	 	 
	1.	(a)
    Amount of Advance Notice:	$
	 	 
	(b)
    Amount of Advance Notice (after taking into account any adjustments pursuant to Section 2.01):	$
	 	 	 
	2.	Market
    Price:	$ 
	 	 	 
	3.	Purchase
    Price (Market Price X  98%) per share:	$ 
	 	 	 
	4.	Number
    of Shares due to Investor:	 



 


Please issue the number of Shares due to the Investor to the account of the Investor as follows:


 


Investor’s
DTC participant #:


 


ACCOUNT NAME:


ACCOUNT NUMBER:


ADDRESS:


CITY:


COUNTRY:


Contact
person:


Number
and/or email:


 


Sincerely, 



YAII PN, LTD.


 


 


Approved By INVESTVIEW INC.: 


 





	 	 






Name:


 




     


     


    

 


EXHIBIT C


PLAN OF
DISTRIBUTION


 


 


The
Selling Stockholder and any of its pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their
Common Stock on the OTC Markets or any other stock exchange, market or trading facility on which the shares are traded or in private
transactions. These sales may be at fixed or negotiated prices. The Selling Stockholder may use any one or more of the following
methods when selling shares:


 


		·	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;



 


		·	broker-dealers
                                         may agree with the Selling Stockholder to sell a specified number of such shares at a
                                         stipulated price per share;



 


		·	through
                                         the writing or settlement of options or other hedging transactions, whether through an
                                         options exchange or otherwise;



 


		·	a
                                         combination of any such methods of sale; or



 


		·	any
                                         other method permitted pursuant to applicable law.



 


The
Selling Stockholder may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities
Act”), if available, rather than under this prospectus.


 


The
Selling Stockholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.


 


Broker-dealers
engaged by the Selling Stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction
not in excess of a customary brokerage commission in compliance with FINRA Rule 2121.


 


The
Selling Stockholder is an, and any broker-dealers or agents that are involved in selling the shares may be deemed to be, “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. The Selling Stockholder has informed the Company that it does not have any written or oral agreement
or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer
receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).


 






     


     


    

 


Because
the Selling Stockholder is an “underwriter” within the meaning of the Securities Act, it is subject to the prospectus
delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus
which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus.
There is no underwriter (other than the Selling Stockholder) or coordinating broker acting in connection with the proposed sale
of the resale shares by the Selling Stockholder.


 


We
have agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling
Stockholders without registration and without regard to any volume limitations by reason of Rule 144 under the Securities Act
or any other rule of similar effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the
Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers
or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold
unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.


 


Expenses,
Indemnification


 


We
will not receive any of the proceeds from the sale of the Common Stock sold by the Selling Stockholder and will bear all expenses
related to the registration of this offering, but will not pay for any commissions, fees or discounts, if any, relating to the
sale of the Common Stock sold by the Selling Stockholder. We have agreed to indemnify the Selling Stockholder against certain
losses, claims, damages and liabilities, including liabilities under the Securities Act.


 


Supplements


 


In
the event of a material change in the plan of distribution disclosed in this prospectus, the Selling Stockholder will not be able
to effect transactions in the shares pursuant to this prospectus until such time as a post-effective amendment to the registration
statement is filed with, and declared effective by, the SEC.


 


Regulation
M


 


We
have informed the Selling Stockholder that it is required to comply with Regulation M promulgated under the Securities Exchange
Act of 1934 with respect to any purchase or sale of our Common Stock. In general, Rule 102 under Regulation M prohibits any person
connected with a distribution of our Common Stock from directly or indirectly bidding for, or purchasing for any account in which
it has a beneficial interest, any of the shares or any right to purchase the shares, for a period of one business day before and
after completion of its participation in the distribution.


 


During
any distribution period, Regulation M prohibits the Selling Stockholder and any other persons engaged in the distribution from
engaging in any stabilizing bid or purchasing our Common Stock except for the purpose of preventing or retarding a decline in
the open market price of the Common Stock. None of these persons may affect any stabilizing transaction to facilitate any offering
at the market.


 


We
have also advised the Selling Stockholders that they should be aware that the anti-manipulation provisions of Regulation M under
the Exchange Act will apply to purchases and sales of Common Stock by the Selling Stockholder, and that there are restrictions
on market-making activities by persons engaged in the distribution of the shares. Under Regulation M, the Selling Stockholder
or its agents may not bid for, purchase, or attempt to induce any person to bid for or purchase, shares of our Common Stock while
the Selling Stockholder is distributing shares covered by this prospectus. Regulation M may prohibit the Selling Stockholder from
covering short sales by purchasing shares while the distribution is taking place, despite any contractual rights to do so under
the Agreement. We have advised the Selling Stockholders that they should consult with their own legal counsel to ensure compliance
with Regulation M.