Blueprint







DocuSign Envelope ID:
D43063CE-F414-480A-BF64-7CD03F77644B







JOINT VENTURE AGREEMENT


 

 



THIS JOINT VENTURE AGREEMENT (the “Agreement”), is made
and entered into as of this of March 5th,
2019 by and between AI Data Consulting LLC, a limited liability
company with an address of Sharja Media City, Office 10, Level 1
Sharjah, UAE, and Freedom Enterprise, LLC, a limited liability
company with an address of Sharja Media City, Office 10, Level 1
Sharjah, UAE (hereinafter “AIFE” and known as
“CBJR” in earlier agreements), and Investview Inc. and
their assigns, a Nevada Corporation (hereinafter
“INVU”) , a Nevada corporation, with a registered
office located at 12 South 400 West, Third Floor, Salt Lake City,
UT 84101.

 



WHEREAS, AIFE entered a Master Purchase and Distribution Agreement
with Bitex Sales LLC, and

 



WHEREAS, INVU is in the business of providing financial tools,
education, hardware and services, and

 



WHEREAS, AIFE and INVU executed a Letter of Intent on December
24th,
2018 for the purpose this joint venture, and

 



WHEREAS, the parties desire to establish between them a joint
venture in order to collaborate in the Data Mining Strategic
Distribution Model which is a contractual Joint Venture for the
program known as APEX;

 



NOW, THEREFORE, in consideration of the foregoing, and of the
mutual covenants and commitments set forth herein, the parties
hereto agree as follows:

 



1. FORMATION

 



The joint venture formed by this Agreement (the “Joint
Venture”) will conduct its business under the product and
brand name “APEX” and will be managed by SAFETEK LLC, a
Utah limited liability company and wholly owned subsidiary of INVU
with its registered address at 12 South 400 West Third Floor Salt
Lake City UT 84101. The Joint Venture shall be considered a
contractual joint venture between the Parties in all respects, and
in no event shall this Agreement be construed to create a
partnership or any other fiduciary relationship between the
Parties.

 



2. PURPOSE

 



The Joint Venture shall be formed for the purpose of acquiring,
re-selling, and operating highspeed computer processing equipment
for intense industry processing applications using a specific
distribution model designed for distribution in the multi-level or
network marketing sector and the unique structure of a leaseback
from the purchasing party for deployment to our high-speed
computing operations.

 



3. CONTRIBUTIONS

 



The Parties hereto shall each make an initial contribution to the
Joint Venture as follows:

 





a)

AIFE
contributes the Master Purchase Agreement with Bitex and Master
Hosting Agreement with FiberTek LLC granting piggyback rights to
Investview and its assigns.





 





b)

INVU
will contribute the Kuvera LLC worldwide distribution network, a
wholly owned subsidiary of INVU responsible for sales of the
computing hardware.





 





c)

INVU
will contribute the branding, marketing and lease arrangement for
the leaseback of the equipment through its wholly owned subsidiary
SAFETEK LLC.





 



4. PROGRAM
SUMMARY AND RESPONSIBILITY OF PARTIES

 





a)

INVU,
through its wholly owned subsidiary Kuvera LLC, will market, and
sell the Customized Programmed Processor Package.





 





b)

INVU
through its wholly owned subsidiary, SAFETEK LLC will structure the
lease arrangement with the owner of the purchased hardware through
a 60-month lease term where the owner of the hardware is the LESSOR
and SAFETEK LLC is the LESSEE paying a fixed monthly amount for the
lease of the Customized Programmed Processor hardware.





 



5. BTC
WALLETS

 



The Joint Venture will have a number of BTC wallets defined for
specific distributions. The addresses and identification of the BTC
wallets are included herein in Exhibit F. Each wallet is brand new
and has no history of transactions as of the date of this
agreement. Additional wallets may be added as necessary and defined
by the parties.

 



The wallets defined are as follows:

 





a)

SAFETek
Operational Wallet: All output will be deposited to the SAFETEK BTC
wallet along with all purchase amounts made through
Kuvera.





 





b)

SAFETek
Reserve Wallet: All funds to be deposited to the Reserve Account
will be deposited into the SAFETek BTC Reserve Wallet.





 





c)

Kuvera
Bonus Plan Wallet: All funds reserved for the APEX Bonus Plan will
be deposited to the Kuvera Bonus Plan Wallet.





 





d)

SAFETek
Liquid Cooling Wallet: All funds reserved for liquid cooling will
be deposited to the SAFETek Liquid Cooling Wallet.





 





e)

The
parties will jointly determine in which currency the wallet funds
will be held. As an example, BTC may be immediately exchanged for
USD or US Coin equivalent.





 



6. DISTRIBUTION
OF PROFIT

 



Any and all net income accruing to the Joint Venture shall be
distributed as defined and contained herein as Exhibit A Pricing
Structure and Use of Proceeds.

 



7. INCOME
FROM OWNED HARDWARE

 



The use of proceeds from the profit distribution will result in the
ownership of equipment by SAFETEK and the output from the operation
of this equipment is income to be distributed as defined and
contained herein as Exhibit A Pricing Structure and Use of
Proceeds.

 



7. SURPLUS
PROCEEDS FROM LEASED HARDWARE

 



The equipment that is leased by SAFETEK from the purchaser may
generate a surplus of proceeds after paying lease cost and the
surplus shall be distributed as defined and contained herein as
Exhibit A Pricing Structure and Use of Proceeds.

 



8. RESPONSIBILITIES
OF THE PARTIES

 


The
Parties will each have the following responsibilities under the
Joint Venture:

 





a)

Kuvera
LLC, as the sales distribution for the hardware, will establish a
bonus commission program acceptable and in line with network
marketing bonus programs. Both AIFE and INVU will design and agree
to the finalized bonus program.





 





b)

Kuvera
LLC, will pay the bonus program as designed and according to the
agreed upon metrics between the parties.





 





c)

Monies
for the Bonus Program will be sent to Kuvera in a segregated
account for the sole purpose of APEX Bonus Plan Payouts. The monies
for the Bonus Program are defined in Exhibit A: Pricing Structure
and Use of Proceeds. Any unused bonus program dollars will
accumulate for future bonus payouts. These funds are to be used for
the APEX Bonus Program payout and may only be used for other
purposes upon the agreement of all parties. Unused Bonus Program
dollars will eventually be transferred to the Reserve Account for
profit distributions upon the agreement of all
parties.





 





d)

A
BTC Wallet has been established for the Kuvera APEX Bonus Plan
Payout and all deposits will be made to this wallet as described in
Exhibit A according to the wallet receive address included herein
in Exhibit F.





 





e)

Kuvera
LLC will provide AIFE the ability to submit an advisory company
that will be referenced herein as
“Advisor”.





 





f)

The
Advisor will be issued an override for product sales and will
provide the following services:





 





i.

Contribute
to the recruitment of leaders currently not connected to
Kuvera





 





ii.

Support
the current and future leadership in the recruiting process of new
leaders





 





iii.

Assess, identify and propose the most qualified
leader to occupy the top position of the matrix as well as the
structure and buildout of legs 1 and 2 of the matrix.
iv. Source,
Research and identify potential MLM companies for the hardware
program where the Company will jointly participate with AIFE to
select and enter agreements with the most appropriate
candidates.





 





g)

SAFETEK
will structure the lease agreement for the consumer where the
consumer is the Lessor and SAFETEK is the Lessee.





 





h)

SAFETEK
will work in conjunction with Fibertek to deploy the Fibertek
supplied Lessor dashboard necessary to monitor and report lease
payments. The dashboard is provided by







Fibertek per the executed Fibertek Master Hosting Agreement defined
herein as Exhibit C.

 





i)

SAFETEK
will repurchase equipment as per the terms of this Agreement and
will pay the pricing defined in the Bitex Master Purchase Agreement
defined herein as Exhibit B.





 





j)

SAFETEK
will manage, report and distribute the use of proceeds according to
this Agreement and as defined in Exhibit A.





 



8. MANAGEMENT

 



The following individuals in the following positions will comprise
SAFETEK management (the “Management Team”). The
Management Team will be structured to reflect key experience
required in the management and operations of the lease program,
re-purchasing activities, deployment of dashboard for Lessors,
research and engagement of high-speed processing partners/users,
and overseers of the distribution of proceeds according to this
Joint Venture Agreement.

 



The members will determine on-going operational procedures,
management of proceeds, facility procedures and any and all matters
required for the ongoing operation of SAFETek.

 





●

Annette
Raynor, Managing Member





 





●

Ryan
Smith, Managing Member





 





●

Jeremy
Roma, Managing Member





 





●

AI
Data Consulting, Managing Member





 



9. ADDITIONAL
CONSIDERATION

 



AIFE will be provided additional consideration in the form of
equity shares of INVU according to and based upon performance
milestones which are defined herein on Exhibit D, Share Earnout
Schedule.

 



10. LESSOR
PRINCIPAL PROTECTION

 



AIFE and INVU agree to protect the principal equipment purchase for
the Lessor in event of premature program, hardware, structure,
regulatory, systemic, or operational failure. This provision will
be known as the Lessor Principal Protection. The Provision states
that the Joint Venture will pay the Lessor an amount equal to the
purchase amount of their equipment minus any lease payments made
during the term. The manner in which this provision will be paid is
defined in Exhibit A Price Structure and Use of
Proceeds.

 



11. FUTURE
SUPPLIERS

 



The Joint Venture recognizes the need for on-going sourcing of
additional vendors, technologies and service providers to ensure
the ongoing viability of the SAFETek operations. The parties agree
that the terms set forth herein will automatically apply to all new
vendor contracts, agreements, work orders, products and services
acquired.

 



12. FUTURE
PRODUCTS, DIGITAL ASSETS, TECHNOLOGIES

 



The Joint Venture further recognizes that additional products,
programs and unique services will be sourced and sold by the
company. The parties agree that the terms set forth herein will
automatically apply to all new, planned or perceived digital
assets, products, and technologies delivered.

 



13. EXCLUSIVE
AGREEMENT

 



AIFE and INVU recognize this Joint Venture as an Exclusive
Agreement between the parties which may not be duplicated and
offered by either party in any other agreement, arrangement,
contract, company or representation. Any violation of this term by
any of the parties, singularly or jointly would result in default
of the agreement. The violating party would be subject to legal
action to the fullest extent of the provisions of law.

 



14. TERM

 



The term of this Agreement (the "Term") will begin on the date of
this Agreement and will remain in full force and effect
indefinitely or until terminated as provided in this Agreement in
Section 13 Termination.

 



15. TERMINATION

 





a)

Termination upon Notice of
Insolvency. A Party may suspend
or terminate this Agreement immediately if a Party becomes
insolvent or unable generally to pay its debts as they become due,
makes an assignment for the benefit of creditors or applies for or
consents to the appointment of a trustee, custodian, or
receiver.





 





b)

Default. In the event that either Party breaches a material
provision under this Agreement, the non-defaulting Party may
terminate this Agreement immediately and require the defaulting
Party to indemnify the non-defaulting Party against all reasonable
damages.





 





c)

Assets. In the event of the insolvency of Investview or
SAFETek, 50% of the company owned hardware will become the property
of AIFE and may not be liquidated as an asset of Investview or its
assigns.





 



14. FURTHER
ACTIONS

 



The Parties shall execute any documents and take all appropriate
actions as may be necessary to give effect to the Joint
Venture.

 



15. ASSIGNMENT

 



Neither Party shall assign or transfer any of its rights or
obligations hereunder without the prior written consent of the
other Party, except to a successor in ownership of all or
substantially all of the assets of the assigning Party if the
successor in ownership expressly assumes in writing the terms and
conditions of this Agreement. Any such attempted assignment without
written consent will be void. This Agreement shall inure to the
benefit of and shall be binding upon the valid successors and
assigns of the Parties.

 



16. GOVERNING
LAW

 



This Agreement shall be governed by and construed in accordance
with the laws of the State of Utah, without regard to conflicts of
law principles.

 



17. COUNTERPARTS

 



This Agreement may be executed in any number of counterparts, each
of which shall constitute an original, and all of which, when taken
together, shall constitute one instrument.

 



18. SEVERABILITY

 



The Parties recognize the uncertainty of the law with respect to
certain provisions of this Agreement and expressly stipulate that
this Agreement will be construed in a manner that renders its
provisions valid and enforceable to the maximum extent possible
under applicable law. To the extent that any provisions of this
Agreement are determined by a court of competent jurisdiction to be
invalid or unenforceable, such provisions will be deleted from this
Agreement or modified so as to make them enforceable and the
validity and enforceability of the remainder of such provisions and
of this Agreement will be unaffected.

 



19. NOTICES

 



All notices, requests, demands and other communications under this
Agreement must be in writing and will be deemed duly given, unless
otherwise expressly indicated to the contrary in this Agreement:
(i) when personally delivered; (ii) upon receipt of a telephone
facsimile transmission or other method of electronic communication
with a confirmed electronic transmission answer back; (iii) three
(3) days after having been deposited in the mail, certified or
registered, return receipt requested, postage prepaid; or (iv) one
(1) business day after having been dispatched by a nationally
recognized overnight courier service, addressed to a Party or their
permitted assigns at the address for such Party first written
above.

 



20. HEADINGS

 



Paragraph headings used in this Agreement are for reference only
and shall not be used or relied upon in the interpretation of this
Agreement.

 



21. ENTIRE
AGREEMENT

 



This Agreement and its exhibits contain the entire agreement and
understanding between the Parties, superseding all prior
contemporaneous communications, representations, agreements, and
understandings, oral or written, between the Parties with respect
to the subject matter hereof. This Agreement may not be modified in
any manner except by written amendment executed by each Party
hereto.

 


 

 


 

 


 


 

 



In Witness Whereof, the Parties have caused this Joint Venture
Agreement to be duly executed and delivered as of the date first
written above.

 


 

 



                                                           


INVESTVIEW (INVU)





 


 

 


 

 



                                                        

____________________________





 



                                                            

Name:
Ryan Smith





 



                                                          

Title:
Chief Executive Officer





 


 

 


 

 



                                                        

____________________________





 



                                                           

Name:
Mario Romano





 



                                                           

Title:
Director of Finance





 


 

 


 

 



                                                                


AIFE





 


 

 



                                                          


AI Data Consultancy, LLC





 


 

 



                                                        

____________________________





 



                                                           

Name:
Carlos Benvenuti





 



                                                               

Title:
Owner





 


 

 



                                                          


Freedom Enterprise, LLC





 


 

 



                                                        

____________________________





 



            

Name: Jeremy
Roma                                                       

Title: Owner EXHIBIT A





 



PRICING STRUCTURE AND USE OF PROCEEDS

 



DISTRIBUTION OF PROFIT

 



Any and all net income accruing to the Joint Venture shall be
distributed as follows:

 





a)

It
is anticipated that the retail sales price of the hardware will be
equal to $11,000. U.S.





 





b)

The
cost to acquire the hardware per the Master Purchase Agreement with
Bitex is equal to $6,500.





 





c)

$1,000
will be paid to KUVERA LLC for each paid card.





 





d)

The APEX program has been designed on a model that
generates one
free card for the purchase
of every four cards. In the
event a promotion or other bonus is implemented, the $1,000 paid to
Kuvera will be for the whole promotional transaction and not for
each paid card. This is an exception that becomes effective only in
the event of the promotion and only for the promotion
period.





 





e)

$750
will be paid to Kuvera LLC for the Bonus Plan as a commission for
the sale





 





f)

$500
will be used to install liquid cooling as per the Bitex and
Fibertek Agreements for all units purchased by the Joint Venture.
This money will be deposited to the SAFETek Liquid Cooling Wallet
designated in Exhibit F.





 





g)

The
net profit result will be an estimated $2,250 which SAFETEK LLC
will use to purchase additional hardware provisioned for SAFETEK
for the benefit of the Joint Venture. For every three sales, a net
profit of $6,750 will be derived which equals the purchase of one
hardware unit by SAFETEK and a surplus of $250 which will be
deposited to the reserve account.





 





h)

The
parties understand that the numbers are subject to change and any
adjustment to distribution of proceeds will be jointly agreed to by
the parties in writing.





 



INCOME FROM OWNED HARDWARE

 



The use of proceeds from the profit distribution will result in the
ownership of equipment by SAFETEK and the output from the operation
of this equipment is income to be distributed as
follows:

 





a)

80%
of the coin output derived from Company owned equipment after
hosting fees will be used to re-purchase additional
equipment.





 





b)

20%
of the coin output derived from Company owned equipment after
hosting fees will be deposited to reserve.





 





c)

Profit
Distributions will be determined by mutual consent and made from
the reserve account.





 





d)

The
parties have agreed and understand that 5% of profit distributions
will be paid to the Introducing Party (the Introducing Party
Agreement is included herein as Exhibit E) with the balance of the
distribution split equally between SAFETEK and AIFE.





 



PROCEEDS FROM LEASED HARDWARE

 



The equipment that is leased by SAFETek from the customer (Lessor)
will generate a monthly output that will be distributed as
follows:

 





a)

$500
to pay the lease payment on the equipment





 





b)

An
estimated $250 will be paid to Kuvera for the bonus payout plan.
This amount is subject to change over time as agreed to by all
parties, but no change is anticipated at this time.





 





c)

Any
surplus after the payments above have been satisfied will be used
as follows: 80% to repurchase equipment and 20% to the Reserve
Account.





 





d)

In
the event the monthly output does not meet the requirements of a)
and b) above, the shortfall will be made up first from the output
of Company owned (SAFETEK) equipment output and then from the
Reserve Account.





 





e)

In
the event the Company owned equipment (SAFETEK) output along with
the leased customer equipment does not meet the required lease
payments due, the parties will jointly be responsible to deposit
the shortfall. AIFE will meet 50% of the obligation and the Company
(INVU) will meet 50% of the obligation.





 



PROGRAM RESERVE ACCOUNT

 



Profit Distributions are made from the Program Reserve Account.
Profit is defined as the funds available after all financial
obligations of the Joint Venture have been met.

 



The parties understand that certain resources will need to be hired
and/or acquired for the proper management of the Joint Venture and
the costs of these resources will reduce the reserve account. The
resources described are for the sole purpose of the management of
the SAFETEK activities to enable the APEX program. All expenses are
reviewed and agreed to by the parties.

 



Some examples of this type of expense would be:

 





a)

A
dedicated employee to manage the hosted hardware and interface with
the hosting provider.









b)

Another
example of a valid expense would be any taxes due as a result of
the structure of the APEX program.





 



DISTRIBUTIONS

 



Profit Distributions are made from the Program Reserve Account.
When a distribution is made, 5% is paid to the introducing party
and the balance is distributed in equal amounts of 50% to AIFE and
Investview. Investview distributions received from SAFETek are then
put into use by the Company for the Company in any fashion deemed
necessary and according to the financial operational guidelines of
Investview Inc. In order to facilitate stable operations, the
parties agree to the following timeline:

 





a)

All monies will remain in the reserve account
until June 30th,
2019 with the Reserve Account Distribution review to take place
July 1st,
2019.





 





b)

At
such time the parties will agree to leave 50% in the reserve
account and distribute 50% equally to the parties.





 





c)

The
parties will also determine if monthly distributions are feasible
going forward from the July date.





 





d)

The parties may also consider quarterly
distributions throughout calendar year 2019 with planned monthly
distributions commencing January 1st,
2020.





 





e)

Each
month the parties will review the re-purchase activities and
equipment output. Once the parties find the program stable,
revenues running according to proformas and the size of the
equipment operation, the parties will then determine whether the
re-purchase program will be continued and/or reduced.





 


 

 



LESSOR PRINCIPAL PROTECTION PROVISION

 



The Joint Venture has agreed to protect the principal cost of the
leased hardware minus any lease payments to date in the event of
systemic program failure. The funds to pay the Lessor Principal
Protection will be derived from the following:

 





a)

First,
from any excess funds in the Bonus Plan Reserve





 





b)

Second,
from the Reserve Account





 





c)

Third,
from Company Owned Equipment





 


 

 



BTC WALLETS DEFINED FOR USE OF PROCEEDS

 



A number of Bitcoin wallets have been established for the
distribution of proceeds. The wallets and their addresses are
defined in Exhibit F.

 


 

 


 

 


 



EXHIBIT B

 


BITEX
MASTER PURCHASE AGREEMENT

 


 


 

 


 




 









DocuSign Envelope ID:
D43063CE-F414-480A-BF64-7CD03F77644B2129B210-862B-4C0D 8D 9
2B3891406424







MASTER PURCHASE AGREEMENT

 



THIS MASTER PURCHASE AGREEMENT (the "Agreement")


dated this
30th
day of January
2019

 


 

 


 

 


BETWEEN:

 


 


 



CLIENT

 


Jeremy
Roma, Carlos Benvenuti and their Assign (the "Client")

 


 


&

 


 



CONTRACTOR

 


BITEX
SALES LLC

 


545
East University Parkway Suite 200

 


Orem,
UT 84097

 


(the
"Contractor")

 


 

 


 

 


 

 


 

 


 

 


 

 


 



DEFINITIONS

 


 

 





1.

CLIENT
is Jeremy Roma and Carlos Benvenuti and their assign, individuals
who will assign this agreement to their entity within 60 days of
contract execution.





 





2.

CONTRACTOR
is BITEX Sales LLC also referred to as hardware provider, supplier,
and Contractor and these terms are used interchangeably throughout
this agreement.





 





3.

MANUFACTURER
supply is defined as the equipment the Contractor must order from
the manufacturer as the supply is not in the Contractor’s
current supply inventory.





 





4.

SUPPLY
INVENTORY is the hardware already on hand and available from the
Contractor.





 





5.

MULTI
LEVEL MARKETING SECTOR is defined as companies that distribute
their products and services through a multi-level marketing bonus
program and network sales structure. Terms used for Multi-Level
marketing are MLM, word of mouth, Independent Distributors, among
others. These terms may be used interchangeably throughout but are
defined as the Multi-Level Marketing sector.





 





6.

CLIENT
STRATEGIC DISTRIBUTION MODEL where Client is already defined, and
the Strategic Distribution Model is the method the Client has
developed specifically for sales in the retail MLM sales
environment.





 





7.

CLIENT
STRATEGIC REINVESTMENT MODEL where Client is already defined, and
the Strategic Reinvestment Model is the method the Client has
developed to accelerate the acquisition of hardware.





 


 

 



WHEREAS,

 





1.

The
Client has a verbal agreement with Bitex where Client will be a
strategic partner implementing the “Clients Strategic
Distribution Model” and the “Clients Strategic
Reinvestment Model between Bitex and the multi-level marketing
sector.





 





2.

BITEX
is ready to finalize and execute this master sales agreement for
the multi-level marketing sector with Client.





 





3.

The
Client is ready to finalize and execute this master sales agreement
for the multi-level marketing sector with Contractor
BITEX.





 


 

 


 

 


 


 

 


 

 



NOW THEREFORE AND IN CONSIDERATION OF the matters described above and of the mutual
benefits and obligations set forth in this Agreement, the receipt
and sufficiency of which consideration is hereby acknowledged, that
Jeremy Roma, Carlos Benvenuti, and their Assign
(“Client”) and Bitex Sales LLC
(“Contractor”) (individually the "Party" and
collectively the "Parties" to this Agreement) agree as
follows:

 



1. EQUIPMENT
PROVIDED

 


The
Client hereby agrees to engage the Contractor to provide the Client
with the following terms for the purchase of hardware (the
"Product"):

 





a.

Exclusive
Purchase Agreement where all sales of Contractor products to the
multi-level marketing sector will be executed through the Client at
the discretion of the Client, and in full adherence to the Clients
Strategic Distribution and Reinvestment model.





 





b.

Hardware
is defined as a Data Processing Card which will have a Wholesale
price extended to the Client of $6,500.00 U.S.D. starting upon the
1st order placed by the Client and continuing for 1
year.





 





c.

Prior
to the 1st order placed by the Client for manufacturing, the
Contractor is making available a minimum of 1300 units of Hardware
from the Contractor’s current inventory of operating mining
cards contingent upon the Clients initial ordering benchmarks as
follows;





 





i.

When
the Client places the initial order of 150 units of Hardware from
the Contractor’s said inventory over the following 30 days,
the Contractor will keep available 500 additional Hardware Units
for the Client, and the Client agrees to purchase the additional
500 units of Hardware incrementally within 60 days following the
initial order.





 





ii.

Upon
the Client purchasing a second benchmark of 150 more units within
30 days of the initial order, the contractor will keep available
for the Client a second allotment of 500 Units of Hardware, and the
Client agrees to purchase the second allotment of 500 units
incrementally within 60 days following, for a total of 1300 cards
purchased from the Contractors supply inventory.





 





iii.

After
the 1300 units of Hardware are purchased from the current inventory
by the Client, no additional minimum order amounts are required by
the Contractor, neither for manufacturing orders nor supply
inventory orders.





 





d.

The
Contractor agrees that anytime an inventory of hardware is
considered available for purchase, the Client will have the first
right of refusal.





 




PAGE 1



BITEX JC MASTER AGMT v.01.14.2019









DocuSign Envelope ID:
D43063CE-F414-480A-BF64-7CD03F77644B2129B210-862B-4C0D 8D 9
2B3891406424









e.

The
Client will have a wholesale price of $6500. The negotiated
wholesale price will remain in effect for a full year from the date
of the initial order, and will be renegotiated at that time based
upon market, volume pricing, and scaling costs.





 





f.

Client
and Contractor will consider the option of a Joint Venture when
6500 units have been bought by the Client, for the purpose of
exploring both parties mutually aligned business
goals.





 





g.

At
time of purchase, a serial number will be provided from the
Contractor for each unit purchased by the Client.





 





h.

The
Client may hire at their discretion a project management team to
help facilitate and support the daily operations that fulfill this
agreement and its execution.





 



2.SERVICES PROVIDED

 





a.

The
Contractor, through its service provider FiberTek LLC, will make
sure each Hardware Unit bought by the Client is fully operational
within a reasonable time frame from the purchase date, and will
maintain each Unit so that it remains in full
operation.





 





b.

The
Contractor, through its service provider FiberTek LLC, guarantees
that each unit of Hardware for which the Client has provided liquid
cooling, will operate at full overclocked capacity and maximum
performance as defined in Exhibit B, and will immediately
communicate with the Client or the Clients appointed
representative, should the Hardware experience a performance
reduction of any kind.





 





c.

The Client agrees that in order for the Contractor
to provide maximum overclocking, performance, and capacity for each
Hardware Unit, the Client must 1st
provide the appropriate liquid cooling
at their own financial expense. The contractor agrees to reasonably
cooperate and support the installation process of the liquid
cooling, including but not limited to giving access to the hardware
and the on-site installation area, providing necessary technical
support, and assigning a capable staff member to assist the
installation process.





 





d.

The
Contractor, through its service provider FiberTek LLC, will
immediately communicate with the Client or the Client’s
appointed representative, should the Hardware experience a
performance reduction of any kind.





 





e.

In
the event that Hardware Units are assembled and ready to operate
before the Client has completed the liquid cooling installation for
more Units, the contractor through its service provider FiberTek
LLC, will for a period of up to 180 days, partially over-clock the
new Units. The Client agrees that if by the end of the 180 days the
liquid cooling has not been installed, any over-clocking beyond the
180 days will be at the discretion of the Contractor, and is not
guaranteed.





 





f.

If
FiberTek LLC is not able to fulfill the hosting agreement, or the
Client chooses to utilize hosting services elsewhere, the
Contractor agrees to equip the Client to be able to operate the
hardware in any proper hosting environment the Client may choose.
If hosting through FiberTek LLC ends for any reason, the Contractor
agrees to provide the necessary and reasonable education, training
and support for the Hardware to be relocated and operational at its
full and previous capacity, including but not limited to,
technology support, bitstreams, product training, and software
utilization to achieve the intended purposes of the
Hardware.





 





g.

In
the event where the Client is no longer utilizing the hosting
services of FiberTek, all bitstreams developed for the Hardware
will be made available to the Client for a 4% fee, and will remain
the Intellectual Property of the contractor.





 





h.

The
Bitstream fees will be executed automatically via a smart contract,
and paid directly to the assigned wallet address of the
contractor.





 



3.TERM OF AGREEMENT

 





a.

The
term of this Agreement (the "Term") will begin on the date of this
Agreement and will remain in full force and effect indefinitely or
until terminated as provided in this Agreement in Section 3
Termination.





 





b.

Any
previous agreements the Contractor has entered into within the MLM
sector that may have commenced but not finalized will be entered
into with Client under the terms of this agreement.





 





c.

Any
existing contracts that the Contractor holds with clients in the
MLM sector, who request a contract extension or change of terms,
will be required to enter an agreement under the Client
terms.





 





d.

Client
agrees to engage in the development of new account expansion into
the A.I. Rendering, Graphic and Data Rendering, Data Processing,
and Data Mining markets.





 





e.

Client
agrees to the reinvestment model where a portion of all sales
revenue and data processing revenue from the Hardware will be
reinvested into further Hardware acquisition and into the market
expansion efforts.





 



4.TERMINATION

 





a.

Termination upon Notice of
Insolvency. A Party may suspend
or terminate this Agreement immediately if a Party becomes
insolvent or unable generally to pay its debts as they become due,
makes an assignment for the benefit of creditors or applies for or
consents to the appointment of a trustee, custodian, or
receiver.





 





b.

Default. In the event that either Party breaches a material
provision under this Agreement, the non-defaulting Party may
terminate this Agreement immediately and require the defaulting
Party to indemnify the non-defaulting Party against all reasonable
damages.





 



5.HOSTING AND MAINTENANCE

 


Contractor
through its hosting and maintenance firm: FIBERTEK LLC will provide
hosting and housing services for Clients customer purchases
according to the Hosting and Services Agreement attached herein as
Exhibit B.

 



6.WARRANTEE.

 


Contractor
agrees to replace any hardware that fails maximum performance for
60 months from the purchase date as long as the equipment is hosted
by Contractor’s hosting partner Fibertek LLC. The Contractor
or the hosting partner may fulfill the warrantee requirement as
defined in this section.

 



7.CURRENCY

 


Except
as otherwise provided in this Agreement, all monetary amounts
referred to in this Agreement are in USD (US Dollars).

 



8.PAYMENTS/ALLOCATIONS

 





a.

The
Client is able to pay the contractor in USD and/or Bitcoin
(BTC).





 





b.

Notice
of split of payments in different monetary amounts can be provided
verbally.





 





c.

An
agreement of how funds will be sent to contractor are to be
determined.





 



9.CONFIDENTIALITY

 





a.

Confidential
information (the "Confidential Information") refers to any data or
information relating to the business of the Client or the
Contractor which would reasonably be considered to be proprietary
to the parties including, but not limited to, accounting records,
business processes, and client records and that is not generally
known in the industry of the Client and where the release of that
Confidential Information could reasonably be expected to cause harm
to the Client.





 





b.

Intellectual
Property of the Contractor includes hardware, relationship with the
hosting provider, software, firmware, and any programming specific
to the functionality of the equipment being purchased.





 





c.

Intellectual
Property of the Client includes the Strategic Distribution Model,
structure, terms, details and parties contracted to deliver such
model including but not limited to, documentation, agreements,
terms, and any marketing or distribution
documentation.





 





d.

All
written and oral information and material disclosed or provided by
the Client to the Contractor or the Contractor to the Client under
this Agreement is Confidential Information regardless of whether it
was provided before or after the date of this Agreement or how it
was provided to the Contractor.





 





e.

The
business relationship between Contractor and Client is considered
fully confidential, where the contractor is providing the Client a
Privately Labeled Hardware, and the Contractor as the source of the
Hardware shall remain confidential and undisclosed.





 



10. CAPACITY/INDEPENDENT CONTRACTOR

 


In
providing the Services under this Agreement it is expressly agreed
that the Contractor is acting as an independent contractor and not
as an employee. The Contractor and the Client acknowledge that this
Agreement does not create a partnership or joint venture between
them and is exclusively a contract for service. The Client is not
required to pay, or make any contributions to, any social security,
local, state or federal tax, unemployment compensation, workers'
compensation, insurance premium, profit-sharing, pension or any
other employee benefit for the Contractor during the Term. The
Contractor is responsible for paying, and complying with reporting
requirements for, all local, state and federal taxes related to
payments made to the Contractor under this Agreement.

 



11. EXCLUSIVE AGREEMENT

 


The
parties acknowledge that this EXCLUSIVE agreement is not limited to
a single company in the MLM sector selling the Contractors
products, but rather an exclusive agreement to the intellectual
property of the Client for Network Marketing and Multi-Level
Marketing participation in the sales of the Contractors products,
and in specific regards to the intellectual property of the Clients
Strategic Distribution Model which insures maximum regulatory
compliance and maximum reinvestment into further purchasing of
Contractor’s product. Therefore, any companies or entities in
the Network Marketing and Multi-Level Marketing sector and all
sales, agreements, arrangements by Contractor to such entity shall
be between the Contractor and Client, executed only by the
Contractor and Client, and shall be according to the terms of this
Agreement unless otherwise agreed upon in new written agreement
between the Contractor and the Client.

 



12. NOTICE

 


All
notices, requests, demands or other communications required or
permitted by the terms of this Agreement will be given in writing
and delivered to the Parties at the following
addresses:

 



Jeremy Roma and Carlos Benvenuti


314
La Villa Circle

 


Youngsville,
La 70592

 



Jeremyroma@gmailo.com


312-533-0783

 



BITEX SALES LLC c/o James Wolfgramm


545
East University Parkway

 


Suite
200

 


Orem,
UT 84097

 


Email:
jameswolfgramm@gmail.com Phone: 385-448-6191

 


or
to such other address as either Party may from time to time notify
the other and will be deemed to be properly delivered (a)
immediately upon being served personally, (b) two days after being
deposited with the postal service if served by registered mail, or
(c) the following day after being deposited with an overnight
courier.

 




PAGE [Insert
Page Number]



BITEX JC MASTER AGMT v.01.14.2019









DocuSign Envelope ID:
D43063CE-F414-480A-BF64-7CD03F77644B2129B210-862B-4C0D 8D 9
2B3891406424







13. INDEMNIFICATION

 


Except
to the extent paid in settlement from any applicable insurance
policies, and to the extent permitted by applicable law, each Party
agrees to indemnify and hold harmless the other Party, and its
respective directors, shareholders, affiliates, officers, agents,
employees, and permitted successors and assigns against any and all
claims, losses, damages, liabilities, penalties, punitive damages,
expenses, reasonable legal fees and costs of any kind or amount
whatsoever, which result from or arise out of any act or omission
of the indemnifying party, its respective directors, shareholders,
affiliates, officers, agents, employees, and permitted successors
and assigns that occurs in connection with this Agreement. This
indemnification will survive the termination of this
Agreement.

 



14. MODIFICATION
OF AGREEMENT

 


Any
amendment or modification of this Agreement or additional
obligation assumed by either Party in connection with this
Agreement will only be binding if evidenced in writing signed by
each Party or an authorized representative of each
Party.

 



15. TIME
OF THE ESSENCE

 


Time
is of the essence in this Agreement. No extension or variation of
this Agreement will operate as a waiver of this
provision.

 



16. ASSIGNMENT

 





a)

The
Client is provided the ability to ASSIGN this agreement in its
entirety to an entity that is to be submitted to the Contractor
within 60 days of the date of this agreement.





 





b)

The
Client is provided the ability to ASSIGN piggyback rights for this
agreement in its entirety to its joint venture partner Investview
Inc.





 



17. ENTIRE
AGREEMENT

 


It
is agreed that there is no representation, warranty, collateral
agreement or condition affecting this Agreement except as expressly
provided in this Agreement.

 



18. ENUREMENT

 


This
Agreement will enure to the benefit of and be binding on the
Parties and their respective heirs, executors, administrators and
permitted successors and assigns.

 



19. TITLES/HEADINGS

 


Headings
are inserted for the convenience of the Parties only and are not to
be considered when interpreting this Agreement.

 



20. GOVERNING
LAW

 


This
Agreement will be governed by and construed in accordance with the
laws of the State of Utah.

 


PAGE
8



BITEX JC MASTER AGMT v.01.14.2019

 



21. SEVERABILITY

 


In
the event that any of the provisions of this Agreement are held to
be invalid or unenforceable in whole or in part, all other
provisions will nevertheless continue to be valid and enforceable
with the invalid or unenforceable parts severed from the remainder
of this Agreement.

 



22. WAIVER

 


The
waiver by either Party of a breach, default, delay or omission of
any of the provisions of this Agreement by the other Party will not
be construed as a waiver of any subsequent breach of the same or
other provisions.

 



23. Hold Harmless

 


Client
shall protect, defend, indemnify and hold harmless, Bitex and
Fibertek LLC, the Issuer and their respective assigns and their
employees, officers, directors and agents, from and against all
losses, liabilities, claims and damages of every kind and
character, including any legal or other expenses reasonably
incurred, as incurred, resulting from or relating to or arising out
of (i) the inaccuracy, non-fulfillment or breach of any
representation, warranty, covenant or agreement made by the Client
of this Agreement to the end user retail customers. (ii) any
systemic failure in the marketplace, including but not limited to
an act of God, and market volatility.

 



24.
Disclaimer:

 


Client,
be advised, due to the volatility of the Crypto currency industry,
the Contractor cannot guarantee any amount of profitability or
return on investment that may come from the process of data
processing and mining. Past performance does not guarantee future
performance due to the Difficulty of mining Crypto currency is ever
changing, as is the market value of the Crypto currency being
mined. Machines will not run if they are not
profitable.

 


PAGE
9



BITEX JC MASTER AGMT v.01.14.2019

 



IN WITNESS WHEREOF the Parties
have duly affixed their signatures under hand and seal on the date
set forth herein.

 



CONTRACTOR:

 



BITEX SALES LLC

 


2/1/2019


____________________________

 


Name:
James Wolfgramm Title: CEO

 


CLIENT:

 



JEREMY ROMA

 


2/1/2019


____________________________

 


Name:
Jeremy Roma Title: Founder

 



CARLOS BENVENUTI

 


____________________________
2/1/2019

 


Name:
Carlos Benvenuti

 


Title:
Co-Founder

 


PAGE
10



BITEX JC MASTER AGMT v.01.14.2019

 




 









DocuSign Envelope ID:
D43063CE-F414-480A-BF64-7CD03F77644B







Joint Venture
Agreement                                                                        

 March 5th,
2019





 



EXHIBIT C

 


FIBERTEK
HOSTING AGREEMENT

 


 


 

 


 

 



Page 12 of 15


 



HOSTING SERVICE AGREEMENT


 


This Wholesale Hosting Service Agreement (this
“Agreement”) is entered into on January
31st,
2019 (the “Effective
Date”) by and between
FiberTek Hosting LLC, a Utah limited liability company (the
“Host”), and Jeremy Roma and Carlos Benvenuti and
their Assign, collectively the Client (the
“Client”). Each of the Host and the Client may be
referred to herein as a “Party” and collectively as the
“Parties”.

 


 



RECITALS


 


WHEREAS,
the Host is in the business of hosting and operating equipment used
in cryptocurrency mining and other processing services for
remuneration;

 


 


WHEREAS,
the Client has an exclusive agreement to market and sell Bitex
hardware to the multi-level marketing sector;

 


 


WHEREAS,
the Client will require ongoing maintenance, operational, and
hosting services for the equipment sold according to the
specifications in this agreement.

 


 


NOW,
THEREFORE, for good and adequate consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby
agree as follows:

 


 



AGREEMENT


 


1. Equipment
Services.


 

 





A.

The
Host shall provide the Client with hosting and mining services for
the Equipment as follows:





 


 





i.

Hosting and Operational
Services. The Host shall host
the Equipment, including supplying power, operational hardware, and
adequate facilities. The Host shall utilize a secured and insured
facility with adequate shelving and cooling systems to protect the
Equipment. The Host shall be able to transport and move the
Equipment as is necessary to execute its hosting services under
this Agreement.





 


 





ii.

The
Host will ensure the equipment is operational and overclocked to
perform at maximum capacity as long as the equipment is protected
with liquid cooling. The cost of liquid cooling is the
responsibility of the Client.





 


 





B.

Host
shall provide Client with a dashboard for Client’s Customers
or Client to view their real-time hardware processing activity and
output;





 





C.

Host
will ensure all equipment is running at maximum performance and any
equipment failure will be immediately reported to Client and BITEX
Sales LLC (manufacturer/provider) for replacement. Host will
replace to ensure equipment is operational for 60 months from the
date of provisioning for each piece of equipment.





 





D.

The
Hosting Agreement will be for a term of 60 months for each card
provisioned and will commence on the date of
provisioning.





 





E.

Provided
the Client has set up the liquid cooling, the host agrees to run
data processing cards at maximum capacity. Each card is capable of
a maximum output which can vary between the equivalent of 750
k/sols to 1200 k/sols, depending on manufacturing control.
Historically, Fibertek overclocking data processing cards can
increase throughput up to 750 Ksols without liquid cooling, up to
1200 ksols with liquid cooling, or equivalent hashrate per card,
and on average 200 ksols or equivalent hashrate for non-overclocked
cards. If an equivalent hashrate is not possible, the host will
always overclock to maximum capacity.





 





F.

In
the event the Hardware Units are assembled and ready to operate
before the Client has completed the liquid cooling installation for
more Units, the contractor through its service provider FiberTek
LLC, will for a period of up to 180 days, partially overclock the
new Units. The Client agrees that if by the end of the 180 days the
liquid cooling has not been installed, any over-clocking beyond the
180 days will be at the discretion of the Contractor, and is not
guaranteed.





 


 


2. Fees.
The Client shall pay the Host a
monthly fee based on the price of BTC. If BTC price average for the
month is below $2800 USD the hosting fee is $80 per card for that
month. If BTC price average for the month is between $2800 USD and
$6800 USD the hosting fee is $120 per card for that month. If BTC
price average for the month is above $6800 USD the hosting fee is
$240 per card for that month.

 


 


3. Distribution of
Profits. The mining profits
earned by the mining services rendered by the Host on the
Client’s Equipment shall be paid to the Client on a monthly
basis up until April 1st,
2019 and thereafter on a daily basis. (the
“Mining
Profits”).

 


 


4. Term and
Renewal. This Agreement shall
be in effect for a minimum term of five (5) years from the
Effective Date (the “Term”) and be in effect for all provisioned
equipment for the full period of 60 months from first day of use,
and applies to the 1st
10,000 Cards.

 


 


5. Return of
Equipment. At the expiration or
termination of this Agreement in accordance with Section 4, the
Host shall return the Equipment to the Client. Any shipping charges
must be paid, in advance, by the Client.

 


 


6. Expenses.
In the event of default under this Agreement, the defaulting party
shall pay all costs and expenses, including reasonable
attorney’s fees and expenses, incurred by the non- breaching
party in the enforcement or attempted enforcement of any of the
obligations under this Agreement

 


 


7. Waivers and
Amendment. This Agreement may
only be amended by mutual written agreement of the parties hereto.
No waiver by any party of any of the provisions hereof shall be
effective unless explicitly set forth in writing and signed by the
party so waiving.

 


 


 


8. Entire
Agreement. This Agreement
constitutes and contains the entire agreement among the Seller and
the Purchaser respecting the subject matter hereof. This Agreement
supersedes any and all prior agreements, negotiations,
correspondence, understandings, and communications among the
parties, whether written or oral.

 


 


9. Governing Law;
Venue. This Agreement and all
actions arising out of or in connection with this Agreement shall
be governed by and construed in accordance with the laws of the
State of Utah, without regard to the conflicts of law provisions of
the State of Utah or of any other state. Venue for any cause of
action brought to enforce the terms of this Agreement will be the
state or federal court having jurisdiction over Utah County,
Utah.

 


 


10. Waiver of Jury
Trial. The parties hereto
hereby irrevocably waiver trial by jury in any judicial proceeding
involving, directly or indirectly, any matter (whether in tort,
contract, or otherwise) in any way arising out of, related to, or
connected with this Agreement or the relationship established
hereunder.

 


 


11. Notices.
All notices, requests, demands, instructions or other
communications required or permitted hereunder shall be in writing
and sent to each Party as listed in this section of the Agreement.
All such notices and communications will be deemed effectively
received: (a) upon delivery if sent by personal delivery or email;
or (b) one business day after being deposited with an overnight
courier service.

 


 


To
Host:

 


FiberTek
Hosting LLC

 


545
East University Parkway, Suite 200 Orem, Utah 84097

 


 


To
Client:

 


Jeremy
Ramos and Carlos Benvenuti and Assign

 


Attn:
Jeremy Roma

 


314
La Villa Circle Youngsville, La 70592

 


 


12. Severability.
If any provision of this Agreement
shall be judicially determined to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired
thereby and shall remain in full force and
effect.

 


 


13. Counterparts.
This Agreement pay be executed in on or more counterparts, each of
which will be deemed an original, but all of which together will
constitute one and the same agreement. Facsimile copies of signed
signature pages will be deemed binding
originals.

 


 


 


14. Authorization.
The undersigned warrant and represent that they are authorized to
enter this Agreement on behalf of each party for whom they
sign.

 


 


 


 


 


 


15. Hold Harmless.
Client shall protect, defend,
indemnify and hold harmless, Bitex and Fibertek LLC, the Issuer and
their respective assigns and their employees, officers, directors
and agents, from and against all losses, liabilities, claims and
damages of every kind and character, including any legal or other
expenses reasonably incurred, as incurred, resulting from or
relating to or arising out of (i) the inaccuracy, non-fulfillment
or breach of any representation, warranty, covenant or agreement
made by the Client of this Agreement to the end user retail
customers. (ii) any systemic failure in the marketplace, including
but not limited to an act of God, and market
volatility.

 


 


16. Disclaimer:
Client, be advised, due to the
volatility of the Crypto currency industry, the Contractor cannot
guarantee any amount of profitability or return on investment that
may come from the process of data processing and mining. Past
performance does not guarantee future performance due to the
Difficulty of mining Crypto currency is ever changing, as is the
market value of the Crypto currency being mined. Machines will not run if they are not
profitable.

 


 


 


 

 



IN WITNESS WHEREOF, the Parties have executed this Mining and
Hosting Service Agreement as of the Effective Date.

 


 

 



HOST

 



FiberTek Hosting LLC


 

 



2/3/2019

 


 



Name: James Wolfgramm

 


Title:
CEO

 


 


 


 



CLIENT


 

 



 2/2/2019

 


 


Name:
Jeremy Roma

 


Title:
Founder

 



 2/3/2019

 


Name:
Carlos Benvenuti Title: Co-Founder

 




 









DocuSign Envelope ID:
D43063CE-F414-480A-BF64-7CD03F77644B







Joint Venture
Agreement                                                                       

 March 5th,
2019





 



EXHIBIT D

 



SHARE EARNOUT SCHEDULE

 


 

 


 

 



AIFE will be issued 400,000,000 shares upon the signing and
execution of this joint venture agreement.

 



The shares will be subject to forfeiture according to the following
earnout table.

 


 


	


SAFETek Earnings

	


Share Award


	


$2,500,000

	


100,000,000


	


$10,000,000

	


100,000,000


	


$15,000,000

	


100,000,000


	


$20,000,000

	


100,000,000


	


Total Award

	


400,000,000


	
 

	
 







 

 



If the final earnings milestone is met and the final 100,000,000
shares are no longer subject to forfeiture, the founding partners
will surrender 100,000,000 shares of common stock for cancelation
in an effort to create less dilution for all
shareholders.

 


 

 





1.

SAFETek
earnings are defined as profit net expenses derived by SAFETek
operations and Kuvera Apex sales which is accretive to
Investview.





 





2.

The
shares are restricted from transfer or sale until earnout is
achieved.





 





3.

The
earnout must be achieved within 5 years of issuance. Shares not
earned within 5 years will be forfeited.





 





4.

The
shares will be issued evenly between AI Data Consulting and Freedom
Enterprises.





 





5.

The
share award will be restricted stock that can only be sold in
accordance with an available exemption from the registration
requirements.





 


 

 



Page 13 of 15


 



Joint Venture
Agreement                                                                       

 March 5th,
2019





 


 

 



EXHIBIT E

 



INTRODUCING PARTY AGREEMENT

 


 

 


 

 



Page 14 of 15


 




 









DocuSign Envelope ID:
D43063CE-F414-480A-BF64-7CD03F77644B







Consulting Agreement


 



THIS AGREEMENT made as of
                                                                            


02/04/2019 by
and between Investview
Inc,
a





 


Nevada
corporation and its wholly owned subsidiaries having its principal
place of business at

 


12 South 400 West, 3rd
Floor, Salt Lake City, UT 84101
(“INVESTVIEW”) jointly with Jeremy Roma, Carlos
Benvenuti and their Assign, collectively known as (The
“Company”) and Bitwealthy
Inc., a Florida Corporation
known as the Introducing Party and Consultant
(“Consultant”).

 


 


WHEREAS,
the Company recognizes the consultant as the Introducing Party who
provides Consulting services to introduce and arrange various
services in the technology and multi-level marketing
sectors,

 


 


WHEREAS,
the Consultant’s activities have resulted in a contractual
relationship between the parties,

 


 


WHEREAS,
this agreement applies to the contractual agreement between
INVESTVIEW Inc. Jeremy Roma and Carlos Benvenuti, along with the
Master Sales Agreement between BITEX and Jeremy Roma and Carlos
Benvenuti along with the Hosting Agreement between INVESTVIEW Inc.,
Jeremy Roma, Carlos Benvenuti and FIBERTEK.

 


 


WHEREAS,
the new Entity that will be formed by and between INVESTVIEW,
Carlos Benvnuti and Jeremy Roma for the purpose of providing Data
Processing Cards and hosting services to end users under their
strategic marketing plan will be known as
“APEX”


 


NOW,
THEREFORE, the parties agree as follows:

 


 

 





1.

Description of Services.
As requested by the Company,
Consultant has provided, through their own effort, the arrangement
of introductions to key providers in the technology and
multi-





 



 level
marketing sectors. The Consultants actions have resulted in the
following:

 





a)

A Letter of Intent and associated
Joint Sales Agreement by and between Investview Inc.
 and Jeremy Roma/Carlos
Benvenuti.





 





b)

A
Master Sales Agreement “Master Agreement” executed
2-1-2019 by and between Jeremy Roma/Carlos Benvenuti and BITEX
Sales LLC for the exclusive sales distribution of Bitex products in
the multi-level marketing sector.





 


 





c)

A
Hosting Agreement “Fibertek Apex Hosting Agreement Final
“was executed 2-2-2019 by and between Jeremy Roma/Carlos
Benvenuti and FIBERTEK “APEX” for the rights
to





 



 host
data processing cards for end user customers leased
equipment.

 





d)

The
terms of this agreement also apply to all business within the
“Master Agreement” between Bitex and Jeremy Roma/Carlos
Benvenuti, which insures that all business between





 


Bitex
and the MLM Sector is done through the “Master
Agreement”, and the terms of this agreement between
Consultant and Jeremy Roma/Carlos Benvenuti and between Consultant
and Investview apply to all business between the MLM sector and
Bitex, according to the “Master
Agreement.”

 


 





2.


Continuing Services.





 





a)

Consultant agrees to support the
marketing efforts, inventory and product management, future
enhancements and development of the model, and be an active
consultant to  Company and any Joint Ventures
leading to the sales of Bitex products and
services.





 





b)

Any
prospective MLM's that Consultant has in discussions, or future
MLM's yet to enter discussions, shall also come under the terms of
this agreement, and the Master Sales Agreement between Jeremy
Roma/Carlos Benvenuti and Bitex. This includes any current MLM's
already engaged in business with Bitex who wish at any point in the
future to change their current agreements, where as the only new
agreement offered to existing MLM's companies already doing
business with Bitex through Consultant will be according the terms
of the Master Sales Agreement between Jeremy Roma/Carlos Benvenuti
and BITEX.





 


 

 


 

 





3.


Compensation.





 





a)

The
Consultant will be paid 5% (FIVE PERCENT) of the mining profit.
Profits are defined as anything beyond the re-purchase model
defined in the Strategic Marketing Distribution Model delivered
jointly by the parties of the COMPANY. Company will calculate
profits after re-purchase on a Monthly Basis and then pay 5% of
profit to





 



           

Consultant.





 





b)

Jeremy
Roma and Carlos Benvenuti and their Assign will award 5% of their
acquired shares of Investview (INVU) to Consultant.





 


 

 


d)
Should the Company collectively or individually exit the Master
Agreement and terms,

 


5%
of the profits will be paid to the consultants.

 



                                                                                         

                                                                                     
                           

      

            





 





4.

Date of Payment.
Payments will be calculated and
reviewed with payment made on or about the 25th
day of the following month. Payment
will be made to a wallet provided by Introducing Party. There is no
guarantee that profit will be reached on a regular basis and
Consultant understands this.





 


 





d)

Term. The term of this agreement will coincide with the
finalized executed agreement between Investview Inc. and Jeremy
Roma/Carlos Benvenuti and the finalized Master Sales Agreement
between Jeremy Roma/Carlos Benvenuti and Bitex Sales LLC. A copy of
each of these agreements will be provided upon execution of the
final agreements.





 


 





e)

Governing Law.
This Agreement shall be governed by
and interpreted and construed in accordance with, the laws of the
State of Florida, without reference to the conflict of law
provisions thereof.





 


 

 





f)

Waiver of Jury Trial.
The parties hereto hereby irrevocably
waive trial by jury in any judicial proceeding involving, directly
or indirectly, any matter (whether in tort, contract, or otherwise)
in any way arising out of, related to, or connected with this
Agreement or the relationship established
hereunder.





 


 





g)

Notices. All notices, requests, demands, instructions or
other communications required or permitted hereunder shall be in
writing and sent to each Party as listed in this section of the
Agreement. All such notices and communications will be deemed
effectively received: (a) upon delivery if sent by personal
delivery or email; or (b) one business day after being deposited
with an overnight courier service.





 


 


 

 



To Company:


 

 



APEX

 


Jeremy
Roma and Carlos Benvenuti

 


314
La Villa Circle

 


Youngsville,
La 70592

 


Jeremyroma@gmail.com

 


312-533-0783

 


 

 



      


INVESTVIEW INC





 



       

c/o
Ryan Smith





 


12
South 400West

 


3rd
Floor,

 


Salt
Lake City, UT 84101 ryan@kuveraglobal.com

 


801-824-7380

 


 

 



To Consultants


 

 



BITWEALTHY INC

 


c/o
Adam Russell

 


Attn:
Peter Maverick peter@maverick Law

 


7901 4th
St N Suite 300 St. Petersburg, FL
33702

 


 


 





h)

Hold Harmless
INVESTVIEW, APEX, BITEX and/or
FIBERTEK shall protect, defend, indemnify and hold harmless, the
Consultant the Issuer and their respective assigns and their
employees, officers, directors and agents, from and against all
losses, liabilities, claims and damages of every kind and
character, including any legal or other expenses reasonably
incurred, as incurred, resulting from or relating to or arising out
of (i) the inaccuracy, non-fulfillment or breach of any
representation, warranty, covenant or agreement made by the
INVESTVIEW, BITEX, FIBERTEK of this Agreement the aforementioned
Fibertek Hosting Agreement and Bitex Master Sales Agreements to the
end user retail customer or wholesale customers. (ii) any systemic
failure in the marketplace, including but not limited to an act of
God, and market volatility.





 


 


 


 





i)

Disclaimer INVESTVIEW, APEX, BITEX and/or FIBERTEK, be
advised, due to the volatility of the Crypto currency industry, the
Contractor cannot guarantee any amount of profitability or return
on investment that may come from the process of data processing and
mining. Past performance does not guarantee future performance due
to the Difficulty of mining Crypto currency is ever changing, as is
the market value of the Crypto currency being mined. Machines will
not run if they are not profitable.





 


 

 



IN WITNESS WHEREOF, the parties each caused this Agreement to be
signed and delivered by its duly authorized officer, effective as
of the date first set forth above.

 


 

 


 



 CONSULTANT

 


 



Bitwealthy Inc.


 


By:
  02/04/201 9   


Name:
Adam Russell

 


Title:
Founder

 


 


 

 


By:
  02/04/20 19   


Name:
Kevin Jones

 


Title:
Co-Founder

 


 


 


 

 



COMPANY (Collective)


 

 


 

 


By:  02/07/2019 


Name:
Jeremy Roma Title: Founder

 


 


By:   02/07/2019 



Name: Carlos Benvenuti

 


Title:
Co-Founder

 


 

 


 

 



                                                     

I nvestview
Inc.





 


 

 



  By:

 02/05/2019 



                                                      

Name:
Ryan Smith





 


Title:
CEO

 





 Introducing Party Agmt
v.20190114  Page

1









DocuSign Envelope ID:
D43063CE-F414-480A-BF64-7CD03F77644B







Joint Venture
Agreement                                                                       

 March 5th,
2019





 



EXHIBIT F

 



BTC WALLETS

 


 

 


 

 



All Bitcoin (BTC) wallets defined for the Joint Venture will be new
wallets with no history of transactions as of the date of this
document. All wallets are established on
blockchain.com

 


 

 



The new wallets are identified and listed below:

 


 

 



SAFETek Operational Wallet:

 



The SAFETEK BTC

 


 

 



SAFETek Reserve Wallet:

 



The SAFETek Reserve wallet

 


 

 



Kuvera APEX Bonus Plan Wallet:

 



The Kuvera Bonus Plan wallet


 

 



SAFETek Liquid Cooling Wallet:

 



The SAFETek Liquid Cooling wallet


 


 

 


 

 


 

 



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