Exhibit
10.106


 


INDEMNIFICATION
AGREEMENT


 


This
Indemnification Agreement (this “Agreement”) is made this __ day of _____________, between Investview, Inc. a Nevada
corporation (the “Company”), and _____________, an individual (“Indemnitee”).


 


RECITALS


 


WHEREAS,
the Board of Directors (the “Board”) has determined that the increased difficulty in attracting and retaining officers
and directors is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such
persons that there will be increased certainty of such protection in the future;


 


WHEREAS,
it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf
of, officers and directors to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company
free from undue concern that they will not be so indemnified; and


 


WHEREAS,
this Agreement is intended to clarify Indemnitee’s entitlement to the maximum indemnity afforded officers and directors under the
Nevada Revised Statutes (the “Nevada Revised Statutes”) and is a supplement to and in furtherance of the provisions
calling for indemnification of officers and directors contained in the bylaws or articles of incorporation of the Company (collectively,
the “Charter Documents”) and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor,
nor to diminish or abrogate any rights of Indemnitee thereunder.


 


NOW,
THEREFORE, in consideration of Indemnitee’s agreement to serve, and to continue his service, as an officer and/or director after
the date hereof, the parties hereto, intending to be legally bound, agree as follows.


 


1.
Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by
Nevada law, as such may be amended from time to time, and the Charter Documents, as may be amended from time to time. In furtherance
of the foregoing indemnification, and without limiting the generality thereof:


 


(a)
Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification
provided in this Section l (a) if, by reason of his or her Corporate Status (as hereinafter defined), Indemnitee is, or is threatened
to be made, a party to or participant (as a witness or otherwise) in any Proceeding (as hereinafter defined) other than a Proceeding
by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter
defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee, or on his or
her behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee (i) acted in good faith and in
a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal
Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful; or (ii) is not liable under Nevada Revised
Statutes Section 78.138.


 




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(b)
Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this
Section 1(b) if, by reason of his or her Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant
(as a witness or otherwise) in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee
shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in
connection with such Proceeding if the Indemnitee (i) acted in good faith and in a manner the Indemnitee reasonably believed to be in
or not opposed to the best interests of the Company, or (ii) is not liable under Nevada Revised Statutes Section 78.138; provided, however,
if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such
Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the
court in which the action or suit was brought or other court of competent jurisdiction determines upon application that such indemnification
may be made.


 


(c)
Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement,
to the extent that Indemnitee is, by reason of his or her Corporate Status, a party to and is successful, on the merits or otherwise,
in any Proceeding, Indemnitee shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time,
against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee
is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims,
issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by
Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this
Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice,
shall be deemed to be a successful result as to such claim, issue or matter.


 


2.
Additional Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section
1 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf if, by reason of his or her
Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by
or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing
of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the
Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the
presumptions, set forth in Sections 6 and 7 hereof) to be unlawful under Nevada law.


 


3.
Contribution.


 


(a)
Whether or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any Proceeding in which
the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall pay the entire amount of
any judgment or settlement of such Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives
and relinquishes any right of contribution it may have against Indemnitee. The Company shall not enter into any settlement of any action,
suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement
provides for a full and final release of all claims asserted against Indemnitee without any injunctive or other equitable relief
being imposed against Indemnitee.


 




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(b)
Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee
shall elect or be required to pay all or any portion of any judgment or settlement in any Proceeding in which the Company is jointly
liable with Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Expenses, judgments,
fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative
benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable
with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction
from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent
necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees
of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand,
and Indemnitee, on the other hand, in connection with the events that resulted in such Expenses, judgments, fines or settlement amounts,
as well as any other equitable considerations that applicable law may require to be considered. The relative fault of the Company and
all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined
in such Proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the
degree to which their actions were motivated by the sole intent to gain Company profit or advantage, the degree to which their actions
were motivated by intent to gain personal profit or advantage, the degree to which their actions were knowingly, intentionally and willfully
illegal or tortious, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive.


 


(c)
The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution that may be brought by officers,
directors or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.


 


(d)
To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee
for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether
for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim
relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances
of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or
transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees
and agents) and Indemnitee in connection with such event(s) and/or transaction(s).


 




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4.
Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee
is, by reason of his or her Corporate Status, a witness, or is made (or asked to) respond to discovery requests, in any Proceeding to
which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee
or on Indemnitee’s behalf in connection therewith.


 


5.
Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses incurred
by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days
after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time,
whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred
by Indemnitee and shall include or be preceded or accompanied by a written undertaking executed by or on behalf of Indemnitee to repay
any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. Any
advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free.


 


6.
Procedures and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure
for Indemnitee rights of indemnity that are as favorable as may be permitted under the Nevada Revised Statutes and public policy of the
State of Nevada. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question
as to whether Indemnitee is entitled to indemnification under this Agreement:


 


(a)
To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith
such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what
extent Indemnitee is entitled to indemnification. The President or Secretary of the Company shall, promptly upon receipt of such a request
for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing,
any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve
the Company of any liability that it may have to Indemnitee unless and only to the extent such failure actually and materially prejudices
the interests of the Company.


 


(b)
Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination
with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which
shall be at the election of the Board of Directors of the Company: (i) by a majority vote of the Disinterested Directors (as defined
in Section 12 below), even though less than a quorum; (ii) by a committee of Disinterested Directors designated by a majority
vote of the Disinterested Directors, even though less than a quorum; (iii) by Independent Counsel (as defined in Section 12 below)
in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee, if (A) there are no Disinterested
Directors or if the Disinterested Directors so direct, or (B) a Change of Control (as hereinafter defined) shall have occurred and Indemnitee
so requests; or (iv) if so directed by the Board of Directors, by the stockholders of the Company.


 




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(c)
If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof, the
Independent Counsel shall be selected as provided in this Section 6(c). The Independent Counsel shall be selected by the Board
of Directors, but shall only be an Independent Counsel to which Indemnitee does not properly object in accordance with the subsequent
provisions of this Section 6(c); provided, however, that if a Change of Control shall have occurred, Indemnitee shall select such
Independent Counsel, but only an Independent Counsel to which the Board of Directors does not properly object in accordance with the
subsequent provisions of this Section 6(c). Within ten (10) days after such written notice of selection shall have been given,
the non-selecting party shall deliver to the selecting party, as the case may be, a written objection to such selection; provided, however,
that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent
Counsel” as defined in Section 12 of this Agreement, and the objection shall set forth with particularity the factual basis
of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection
is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn
or a court has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written
request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected
to, either the Company or Indemnitee may petition the court in which the action or suit was brought or other
court of competent jurisdiction for resolution of any objection that shall have been made to the selection of Independent Counsel
and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate,
and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under
Section 6(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent
Counsel in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses
incident to the procedures of this Section 6(c), regardless of the manner in which such Independent Counsel was selected or appointed.


 


(d)
For purposes of this Section 6, “Change of Control” means a change in control of the Company of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), whether or not the corporation is then subject to such reporting requirement;
provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any “person” (as such
term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule l3d-3
under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of
the Company’s then outstanding securities without the prior approval of at least a majority of the members of the Board of Directors
in office immediately prior to such acquisition; or (ii) the Company is a party to a merger, consolidation, sale of assets or other reorganization,
or a proxy contest, as a consequence of which members of the Board of Directors in office immediately prior to such transaction or event
constitute less than a majority of the Board of Directors thereafter.


 




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(e)
In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption shall
have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including
by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement
that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination
by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall
be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.


 


(f)
Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the
Enterprise (as defined in Section 12 below), including financial statements, or on information supplied to Indemnitee by the officers
of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given
or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable
care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of
the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether
or not the foregoing provisions of this Section 6(f) are satisfied, it shall in any event be presumed that Indemnitee has at all
times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company.
Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.


 


(g)
If the person, persons or entity empowered or selected under Section 6 to determine whether Indemnitee is entitled to indemnification
shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination
of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification absent (i)
a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not
materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable
law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days,
if the person, persons or entity making such determination with respect to entitlement to indemnification in good faith requires such
additional time to obtain or evaluate documentation and/or information relating thereto; and provided, further, that the foregoing provisions
of this Section 6(g) shall not apply if the determination of entitlement to indemnification is to be made by the stockholders
pursuant to Section 6(b) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for
such determination, the Board of Directors or the Disinterested Directors, if appropriate, resolve to submit such determination to the
stockholders for their consideration at an annual meeting thereof to be held within seventy-five (75) days after such receipt and such
determination is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such receipt for the
purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such
determination is made thereat.


 




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(h)
Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement
to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information
that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary
to such determination. Any Independent Counsel, member of the Board of Directors or stockholder of the Company shall act reasonably and
in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement. Any Expenses
(including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making
such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification)
and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


 


(i)
The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid
expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which Indemnitee is a party is resolved
in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such Proceeding with or
without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise
in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear
and convincing evidence.


 


(j)
The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea
of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely
affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner that
Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding,
that Indemnitee had reasonable cause to believe that his conduct was unlawful.


 


7.
Remedies of Indemnitee.


 


(a)
In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination
of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within ninety (90) days after receipt by
the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within ten (10)
days after receipt by the Company of a written request therefor or (v) payment of indemnification is not made within ten (10) days after
a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant
to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of competent jurisdiction
of Indemnitee’s entitlement to such indemnification. Indemnitee shall commence such proceeding seeking an adjudication within 180
days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 7(a). The
Company shall not oppose Indemnitee’s right to seek any such adjudication.


 




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(b)
In the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled
to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de
novo trial on the merits and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b).


 


(c)
If a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7, absent (i) a
misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not
materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable
Nevada law.


 


(d)
In the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of Indemnitee’s rights under, or
to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies
maintained by the Company, the Company shall pay on Indemnitee’s behalf, in advance, any and all expenses (of the types described
in the definition of Expenses in Section 12 of this Agreement) actually and reasonably incurred by Indemnitee in such judicial
adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses
or insurance recovery.


 


(e)
The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures
and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound
by all the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee,
shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to the extent not prohibited by Nevada
law, such expenses to Indemnitee that are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification
or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies
maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement
of Expenses or insurance recovery, as the case may be.


 


(f)
Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement
shall be required to be made prior to the final disposition of the Proceeding.


 




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8.
Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.


 


(a)
The rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may
at any time be entitled under applicable Nevada law, the Charter Documents, any agreement, a vote of stockholders, a resolution of directors
or otherwise, of the Company. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict
any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status
prior to such amendment, alteration or repeal. To the extent that a change in the Nevada Revised Statutes, whether by statute or judicial
decision, permits greater indemnification than would be afforded currently under the Charter Documents and this Agreement, it is the
intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right
or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative
and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right
or remedy.


 


(b)
To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees,
or agents or fiduciaries of the Company or of any other Enterprise that such person serves at the request of the Company, Indemnitee
shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for
any director, officer, employee, agent or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a claim
pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice
of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company
shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable
as a result of such Proceeding in accordance with the terms of such policies.


 


(c)
The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance
provided by third parties (collectively, the “Secondary Indemnitors”). The Company hereby agrees (i) that it is the
indemnitor of first resort with respect to matters for which indemnification is provided under this Agreement (i.e., its obligations
to Indemnitee are primary and any obligation of the Secondary Indemnitors to advance expenses or to provide indemnification for the same
expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses
incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement
to the extent legally permitted and as required by the terms of this Agreement and the Charter and/or Bylaws (or any other agreement
between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Secondary Indemnitors, and (iii) that
it waives, relinquishes and releases the Secondary Indemnitors from any and all claims against the Secondary Indemnitors for contribution,
subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Secondary
Indemnitors on behalf of Indemnitee with respect to any claim for which the Indemnitee has sought indemnification from the Company shall
affect the foregoing and the Secondary Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement
or payment to all of the rights of recovery of Indemnitee against the Company.


 


(d)
Except as provided in paragraph (c) above, in the event of any payment under this Agreement, the Company shall be subrogated to the extent
of such payment to all of the rights of recovery of Indemnitee (other than against the Secondary Indemnitors), and the Indemnitee shall
execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary
to enable the Company to bring suit to enforce such rights.


 




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(e)
Except as provided in paragraph (c) above, the Company shall not be liable under this Agreement to make any payment of amounts otherwise
indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy,
contract, agreement or otherwise.


 


(f)
Except as provided in paragraph (c) above, the Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who
is or was serving at the request of the Company as a director, officer, employee or agent of any other Enterprise shall be reduced by
any amount Indemnitee has actually received as indemnification or advancement of expenses from such other Enterprise.


 


9.
Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under
this Agreement to make any indemnity in connection with any claim made against Indemnitee:


 


(a)
for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except
with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; provided that the foregoing
shall not affect the rights of Indemnitee or the Secondary Indemnitors as set forth in Section 8(c);


 


(b)
for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within
the meaning of Section 16(b) of the Exchange Act, or similar provisions of state statutory law or common law;


 


(c)
to the extent that judgment is rendered against Indemnitee for the payment of dividends or other distributions to stockholders of the
Company in violation of the provisions of Nevada Revised Statutes § 78.300, as amended;


 


(d)
to the extent that judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee
of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or other
similar provisions of any federal, state or local statutory law; or


 


(e)
except with respect to a Proceeding relating to enforcement of, or to indemnity under, this Agreement, the Charter Documents, the Nevada
Revised Statutes or any insurance policy relating to Indemnitee’s Corporate Status, in connection with any Proceeding (or any part
of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against
the Company or its directors, officers, employees or other indemnitees, unless (i) the Board of Directors of the Company authorized the
Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion,
pursuant to the powers vested in the Company under applicable law; provided that this prohibition shall not apply to a counterclaim,
cross-claim or third party claim brought in any Proceeding.


 




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10.
Duration of Agreement. All agreements and obligations of the Company contained in this Agreement shall continue during the period
Indemnitee is a director, officer, employee or agent of the Company (or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including, without limitation,
any direct or indirect subsidiary of the Company) and for a period of ten years thereafter, and shall continue thereafter so long as
Indemnitee may be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that Indemnitee was a director or officer of the Company, or both, or serving
in any other capacity referred to in this Agreement.


 


11.
Enforcement.


 


(a)
The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in
order to induce Indemnitee to serve as a director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement
in serving as a director of the Company.


 


(b)
This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof,
except for the Employment Agreement between Indemnitor and Indemnitee of even date herewith.


 


(c)
The Company shall not seek from a court, or agree to, a “bar order” which would have the effect of prohibiting or limiting
the Indemnitee’s rights to receive advancement of expenses under this Agreement.


 


12.
Definitions. For purposes of this Agreement:


 


(a)
“Corporate Status” describes the status of a person who is serving or has served
(i) as a director or officer of the Company, (ii) in any capacity or service with respect to any employee benefit plan of the Company
or any one or more of its subsidiary Enterprise, or (iii) as a director, officer, member, manager, partner, trustee, employee, or agent
of any other Enterprise at the request of the Company.


 


(b)
“Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect
of which indemnification is sought by Indemnitee.


 


(c)
“Enterprise” shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise that Indemnitee is or was serving at the express written request of the Company as a director, officer, employee,
agent or fiduciary.


 




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(d)
“Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts,
witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all
other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or
defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request
to provide discovery in any Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any
Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any
payments under this Agreement, including without limitation the premium, security for, and other costs relating to any cost bond, supersede
as bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the
amount of judgments or fines against Indemnitee.


 


(e)
“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law
and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material
to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar
indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding
the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred to
above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to
this Agreement or its engagement pursuant hereto.


 


(f)
“Proceeding” includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution
mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by
or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is
or will be involved as a party or otherwise, by reason of the fact that Indemnitee is or was a director or officer of the Company, by
reason of any action taken by Indemnitee or of any inaction on Indemnitee’s part while acting as a director or officer of the Company,
or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary
of another corporation, partnership, joint venture, trust or other Enterprise; in each case whether or not Indemnitee is acting or serving
in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement,
but excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce his rights under this Agreement.


 


13.
Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability
of any other provision. The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations
imposed on it hereby in order to induce Indemnitee to serve as an officer and/or director of the Company, and the Company acknowledges
that Indemnitee is relying upon this Agreement in serving as an officer and/or director of the Company and that Indemnitee is entitled
to enforce the provisions hereof as a direct beneficiary thereof. Without limiting the generality of the foregoing, this Agreement is
intended to confer upon Indemnitee indemnification rights to the fullest extent permitted by applicable laws and to ensure that indemnification
rights that may be provided by any other entities or organizations are secondary to the primary obligation of the Company to indemnify
Indemnitee as provided in this Agreement. In the event any provision hereof conflicts with any applicable law, such provision shall be
deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.


 




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14.
Modification and Waiver. No supplement, modification, termination or amendment of this Agreement shall be binding unless executed
in writing by both of the parties hereto. The failure by any party to insist upon the strict performance of any covenant, duty, agreement,
or condition of this Agreement or the failure to exercise any right or remedy consequent upon a breach hereof shall not constitute a
waiver of any such breach or of any covenant, agreement, term, or condition and the waiver by either party hereto of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by any party.


 


15.
Notice By Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving
any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may
be subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation
that it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay actually materially
prejudices the Company.


 


16.
Notices. All notices, requests, consents, approvals, claims, demands, waivers, and other communications required, necessary or
permitted hereunder shall be in writing and shall be delivered (a) in hand by person with written receipt of the Person to whom such
notice is intended; (b) by registered or certified mail, postage prepaid, return receipt requested; or (c) by a generally recognized
commercial courier service or overnight delivery service, (Federal Express or UPS), for next business day delivery, postage prepaid,
with delivery receipt requested. All notices sent in accordance with this Section 16 shall be deemed “Delivered” unless otherwise
specified herein, the same day if delivered by hand in person with receipt and signature of the intended recipient or by an authorized
officer of the intended recipient; three (3) business days after the same is deposited in the U.S. Mail if sent by registered or certified
mail; or one (1) business day after payment and receipt of mailing if sent by a commercial courier service or overnight delivery service
for next business day delivery. Such communications must be sent to the respective parties at the following addresses (or at such other
address for a party as shall be specified in a notice given in accordance with this Section 16.


 






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(a)
to Indemnitee at the address set forth below Indemnitee signature hereto; or


 


(b)
to the Company at:


 


Investview,
Inc.


c/o
James R. Bell, President


521
W. Lancaster Avenue; Fl. 2


Haverford,
PA 19041-1413


Email:
jamesrbell123@aol.com


Phone:
267.738.7074


 


With
Copies to:


 


Investview,
Inc.


c/o
David B. Rothrock, Chairman


1648
Plaza Ln.


Allentown,
PA 18104


Email:
dbr@rothrock.com


Phone:
484.357.4315


 


Fox
Rothschild LLP


c/o
Stephen M. Cohen, Partner


2000
Market Street


Philadelphia,
PA 19103


Email:
smcohen@foxrothschild.com


Phone:
215.299.2744


 


17.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and
their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially
all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.


 


18.
Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to
be an original and all of which taken together shall constitute but one and the same agreement and electronic, digital or facsimile signatures
shall be deemed original signatures. In making proof of this Agreement, it shall not be necessary to produce or account for more than
one such counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf”
format data file, or by DocuSign, such signature shall create a valid and binding obligation of the party executing (or on whose behalf
such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original
thereof.


 


19.
Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute
part of this Agreement or to affect the construction or interpretation thereof.


 


20.
Governing Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and
construed and enforced in accordance with, the laws of the State of Nevada, without regard to its conflict of laws rules. The parties
each hereby consent to the personal jurisdiction of the state courts located in Mercer County, State of New Jersey, and The United States
District Court for the District of New Jersey, if that federal court has jurisdiction, over any and all claims or disputes in any way
related to the terms of this Agreement.


 


[The
next page is the signature page.]


 




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IN
WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on and as of the day and year first above written.


 





	Indemnitee	INVESTVIEW, INC.
	 	 
	 	 	By:	                  
	[Name]	 	Name:	 
	 	 	Title:	 
	Address:	 	 	 
	 	 	 	 
	 	 	 	 
	Email:	         	 	 	 





 




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