Blueprint





 






       EXHIBIT
10.46


 



AMENDED COMMON STOCK PURCHASE AGREEMENT

 


This amended common stock purchase agreement is
entered into as of March 22nd, 2019 (this “Agreement”),
by and between Investview Inc. a Nevada corporation (the
“Company”), and TRITON FUNDS LP, a Delaware
limited partnership
(the “Investor”).

 


WHEREAS, the parties desire that, upon the terms and
subject to the conditions contained herein, the Investor shall
purchase, from time to time, as provided herein, and the Company
shall issue and sell One Million Dollars ($1,000,000) of the
Company’s Common Stock (as defined
below);

 


NOW,
THEREFORE, the parties hereto
agree as follows:

 



ARTICLE I CERTAIN DEFINITIONS

 


Section 1.1 DEFINED
TERMS. As used in this
Agreement, the following terms


    shall
have the following meanings specified or indicated (such meanings
to be equally applicable to both the singular and plural forms of
the terms defined):

 


“Agreement”
shall have the meaning specified in the preamble
hereof.

 


“Bankruptcy
Law” means Title 11, U.S.
Code, or any similar federal or state law for the relief of
debtors.

 


“Business
Day” shall mean a day on
which the Principal Market shall be open for business.
“Claim
Notice” shall have the
meaning specified in Section 9.3(a).


“Clearing
Costs” shall mean all of
the Investor’s broker and Transfer Agent fees, excluding
commissions.

 


 “Clearing
Date” shall be the date
on which the Investor receives the Purchase Notice Shares as DWAC
Shares in its brokerage account.

 


 “Closing”
shall mean one of the closings of a purchase and sale of shares of
Common Stock pursuant to Section 2.3.

 


 “Closing
Date” shall mean the date
that is no later than five (5) Business Days after the Clearing
Date.

 


 “Commitment
Amount” shall mean One
Million Dollar ($1,000,000).

 


 “Commitment
Period” shall mean the
period commencing on the Execution Date and ending on the earlier
of (i) the date on which the Investor shall have purchased Purchase
Notice Shares pursuant to this Agreement equal to the Commitment
Amount, (ii) the Expiration Date, (iii) June 30, 2019, or (iv)
written notice of termination by the Company to the Investor upon a
material breach of this Agreement by Investor.

 


“Common
Stock” shall mean the
Company’s common stock, $0.0001 value per share, and any
shares of any other class of common stock whether now or hereafter
authorized, having the right to participate in the distribution of
dividends (as and when declared) and assets (upon liquidation of
the Company).

 


“Common Stock
Equivalents” means any
securities of the Company or the Subsidiaries which would entitle
the holder thereof to acquire at any time Common Stock, including,
without limitation, any debt, preferred stock, right, option,
warrant or other instrument that is at any time convertible into or
exercisable or exchangeable for, or otherwise entitles the holder
thereof to receive, Common Stock.

 


“Company”
shall have the meaning specified in the preamble to this
Agreement.

 


“Custodian”
means any receiver, trustee, assignee, liquidator or similar
official under any Bankruptcy Law.

 


“Damages”
shall mean any loss, claim, damage, liability, cost and expense
(including, without limitation, reasonable attorneys’ fees
and disbursements and costs and expenses of expert witnesses and
investigation).

 


“Dispute
Period” shall have the
meaning specified in Section 9.3(a).

 


“DTC” shall mean The Depository Trust Company,
or any successor performing substantially the same function for the
Company.

 


“DTC/FAST
Program” shall mean the
DTC’s Fast Automated Securities Transfer
Program.

 


“DWAC”
shall mean Deposit Withdrawal at Custodian as defined by the
DTC.

 


“DWAC
Eligible” shall mean that
(a) the Common Stock is eligible at DTC for full services pursuant
to DTC’s Operational Arrangements, including, without
limitation, transfer through DTC’s DWAC system, (b) the
Company has been approved (without revocation) by the DTC’s
underwriting department, (c) the Transfer Agent is approved as an
agent in the DTC/FAST Program, (d) the Purchase Notice Shares are
otherwise eligible for delivery via DWAC, and (e) the Transfer
Agent does not have a policy prohibiting or limiting delivery of
the Purchase Notice Shares, as applicable, via
DWAC.

 


“DWAC
Shares” means shares of
Common Stock that are (i) issued in electronic form, (ii) freely
tradable and transferable and without restriction on resale and
(iii) timely credited by the Company to the Investor’s or its
designee’s specified DWAC account with DTC under the DTC/FAST
Program, or any similar program hereafter adopted by DTC performing
substantially the same function.

 


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

 


“Exchange
Cap” shall have the
meaning set forth in Section 7.1(c).

 


“Execution
Date” shall mean the date
of this Agreement.

 


“Expiration
Date” shall mean one
sixty (60) Business Days after the Registration Statement has been
declared effective.

 


“FINRA”
shall mean the Financial Industry Regulatory Authority,
Inc.

 


“Indemnified
Party” shall have the
meaning specified in Section 9.2.

 


“Indemnifying
Party” shall have the
meaning specified in Section 9.2.

 


“Indemnity
Notice” shall have the
meaning specified in Section 9.3(e).

 


“Investment
Amount” shall mean the
Purchase Notice Shares referenced in the Purchase Notice multiplied
by the Purchase Price.

 


 “Investor”
shall have the meaning specified in the preamble to this
Agreement.

 


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

 


 “Material Adverse
Effect” shall mean any
effect on the business, operations, properties, or financial
condition of the Company and the Subsidiaries that is material and
adverse to the Company and the Subsidiaries and/or any condition,
circumstance, or situation that would prohibit or otherwise
materially interfere with the ability of the Company to enter into
and perform its obligations under any Transaction
Document.

 


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

 


“Principal
Market” shall mean any of
the national exchanges (i.e. NYSE, NYSE AMEX, Nasdaq), or principal
quotation systems (i.e. OTCQX, OTCQB, OTC Pink, the OTC Bulletin
Board), or other principal exchange or recognized quotation system
which is at the time the principal trading platform or market for
the Common Stock.

 


 “Purchase
Notice” shall mean a
written notice from Investor, substantially in the form of Exhibit
A hereto, to Company setting forth the Purchase Notice Shares which
the Investor intends to require Company to sell pursuant to the
terms of this Agreement.

 


“Purchase Notice
Shares” shall mean all
shares of Common Stock issued, or that the Company shall be
entitled to issue, per applicable Purchase Notice in accordance
with the terms and conditions of this
Agreement.

 


“Purchase
Price” shall mean 85% of
the lowest closing price of the Common Stock the five Business Days
prior to the Closing Date.

 


“Registration
Statement” shall have the
meaning specified in Section 6.3.

 


“Regulation
D” shall mean Regulation
D promulgated under the Securities Act.

 


“Rule
144” shall mean Rule 144
under the Securities Act or any similar provision then in force
under the Securities Act.

 


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

 


“SEC
Documents” shall have the
meaning specified in Section 4.5.

 


“Securities”
mean the Purchase Notice Shares.

 


“Securities
Act” shall mean the
Securities Act of 1933, as amended.

 


 “Subsidiary”
means any Person the Company wholly-owns or controls, or in which
the Company, directly or indirectly, owns a majority of the voting
stock or similar voting interest, in each case that would be
disclosable pursuant to Item 601(b)(21) of Regulation S-K
promulgated under the Securities Act.

 


“Third Party
Claim” shall have the
meaning specified in Section 9.3(a).

 


“Transaction
Documents” shall mean
this Agreement and all schedules and exhibits hereto and
thereto.

 


“Transfer
Agent” shall mean the
current transfer agent of the Company, and any successor transfer
agent of the Company.

 



ARTICLE II PURCHASE AND SALE OF COMMON STOCK

 


Section 2.1 PURCHASE
NOTICES. Upon the terms and
conditions set forth herein
(including, without limitation, the provisions of Article VII and
the required purchase by the Expiration Date as provided in Section
2.3(b)), the Investor shall direct the Company, by its delivery to
the Company of a Purchase Notice from time to time, to purchase
Purchase Notice Shares provided that the amount of Purchase Notice
Shares shall not exceed the Beneficial Ownership Limitation set
forth in Section 7.1(g).

 


Section 2.2 MECHANICS.

 


(a)  PURCHASE
NOTICE. At any time and from
time to time during the
Commitment Period, except as provided in this Agreement, the
Investor may deliver a Purchase Notice to Company, subject to
satisfaction of the conditions set forth in Section 7.2 and
otherwise provided herein. The Company shall deliver the Purchase
Notice Shares as DWAC Shares to the Investor immediately upon
receipt of the Purchase Notice.

 


(b)  DATE OF
DELIVERY OF PURCHASE NOTICE. A
Purchase Notice
shall be deemed delivered on (i) the Business Day it is received by
email by the Investor if such notice is received on or prior to
8:00 p.m. New York time or (ii) the immediately succeeding Business
Day if it is received by email after 8:00 p.m. New York time on a
Business Day or at any time on a day which is not a Business
Day.

 


Section 2.3 CLOSINGS.

 



(a)            

CLOSING.
The Closing of a Purchase Notice shall occur no
later than
five (5) Business Days following the Clearing Date, whereby the
Investor, shall deliver the Investment Amount (minus the Clearing
Costs), by wire transfer of immediately available funds to an
account designated by the Company.





 



(b)            

EXPIRATION
DATE. If, by 30 days after the
Registration Statement
becomes effective, the Investor has invested less than $500,000,
pursuant to this Agreement, Investor shall within one (1) Business
Day transfer to the Company the amount representing the difference
between $500,000 and the amount the Investor has already paid to
the Company. The Purchase Price for this amount shall be 85% of the
lowest closing price of the Common Stock for the previous five
Business Days, (ii) the Company shall immediately deliver the
Purchase Notice Shares as DWAC Shares to the Investor, and (iii)
the Investor shall immediately wire to the Company the Purchase
Price multiplied by the lessor of the Beneficial Ownership
Limitation or the remaining Commitment Amount. If by Expiration
date the Investor has invested less than $1,000,000, pursuant to
this Agreement, Investor shall within one (1) Business Day transfer
to the Company the amount representing the difference between
$1,000,000 and the amount the Investor has already paid to the
Company. The Purchase Price for this amount shall be 85% of the
lowest closing price of the Common Stock for the previous five
Business Days, (ii) the Company shall immediately deliver the
Purchase Notice Shares as DWAC Shares to the Investor, and (iii)
the Investor shall immediately wire to the Company the Purchase
Price multiplied by the lessor of the Beneficial Ownership
Limitation or the remaining Commitment Amount.





 



ARTICLE III

 



REPRESENTATIONS AND WARRANTIES OF INVESTOR

 


The
Investor represents and warrants to the Company that:

 


Section 3.1 INTENT.
The Investor is entering into this Agreement for its
own account and the Investor has no present
arrangement (whether or not legally binding) at any time to sell
the Securities to or through any Person in violation of the
Securities Act or any applicable state securities laws;
provided,
however,
that the Investor reserves the right to dispose of the Securities
at any time in accordance with federal and state securities laws
applicable to such disposition.

 


Section 3.2 NO
LEGAL ADVICE FROM THE COMPANY.
The Investor acknowledges
that it has had the opportunity to review this Agreement and the
transactions contemplated by this Agreement with its own legal
counsel and investment and tax advisors. The Investor is relying
solely on such counsel and advisors and not on any statements or
representations of the Company or any of its representatives or
agents for legal, tax or investment advice with respect to this
investment, the transactions contemplated by this Agreement or the
securities laws of any jurisdiction.

 


Section 3.3 ACCREDITED
INVESTOR. The Investor is an
accredited investor as
defined in Rule 501(a)(3) of Regulation D, and the Investor has
such experience in business and financial matters that it is
capable of evaluating the merits and risks of an investment in the
Securities. The Investor acknowledges that an investment in the
Securities is speculative and involves a high degree of
risk.

 


Section 3.4 AUTHORITY.
The Investor has the requisite power and authority
to
enter into and perform its obligations under the Transaction
Documents and to consummate the transactions contemplated hereby
and thereby. The execution and delivery of the Transaction
Documents and the consummation by it of the transactions
contemplated hereby and thereby have been duly authorized by all
necessary action and no further consent or authorization of the
Investor is required. The Transaction Documents to which it is a
party has been duly executed by the Investor, and when delivered by
the Investor in accordance with the terms hereof, will constitute
the valid and binding obligation of the Investor enforceable
against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, or similar laws relating to, or affecting
generally the enforcement of, creditors’ rights and remedies
or by other equitable principles of general
application.


 


Section 3.5 NOT
AN AFFILIATE. The Investor is
not an officer, director or “affiliate”
(as that term is defined in Rule 405 of the Securities Act) of the
Company.

 


Section 3.6 ORGANIZATION
AND STANDING. The Investor is
an entity duly
incorporated or formed, validly existing and in good standing under
the laws of the jurisdiction of its incorporation or formation with
full right, corporate, partnership, limited liability company or
similar power and authority to enter into and to consummate the
transactions contemplated by the Transaction
Documents.

 


Section 3.7 ABSENCE
OF CONFLICTS. The execution and
delivery of the Transaction Documents, and the consummation of the
transactions contemplated hereby and thereby and compliance with
the requirements hereof and thereof, will not (a) violate any law,
rule, regulation, order, writ, judgment, injunction, decree or
award binding on the Investor, (b) violate any provision of any
indenture, instrument or agreement to which the Investor is a party
or is subject, or by which the Investor or any of its assets is
bound, or conflict with or constitute a material default
thereunder, (c) result in the creation or imposition of any lien
pursuant to the terms of any such indenture, instrument or
agreement, or constitute a breach of any fiduciary duty owed by the
Investor to any third party, or (d) require the approval of any
third-party (that has not been obtained) pursuant to any material
contract, instrument, agreement, relationship or legal obligation
to which the Investor is subject or to which any of its assets,
operations or management may be subject.

 


Section 3.8 DISCLOSURE;
ACCESS TO INFORMATION. The
Investor had an
opportunity to review copies of the SEC Documents filed on behalf
of the Company and has had access to all publicly available
information with respect to the Company.

 


Section 3.9 MANNER
OF SALE. At no time was the
Investor presented with or
solicited by or through any leaflet, public promotional meeting,
television advertisement or any other form of general solicitation
or advertising.

 



ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE
COMPANY

 


The
Company represents and warrants to the Investor that, except as
disclosed in the SEC Documents or except as set forth in the
disclosure schedules hereto:

 


Section 4.1 ORGANIZATION
OF THE COMPANY. The Company and
each of
the Subsidiaries is an entity duly incorporated or otherwise
organized, validly existing and in good standing under the laws of
the jurisdiction of its incorporation or organization, with the
requisite power and authority to own and use its properties and
assets and to carry on its business as currently conducted. Neither
the Company nor any Subsidiary is in violation nor default of any
of the provisions of its respective certificate or articles of
incorporation, bylaws or other organizational or charter documents.
Each of the Company and the Subsidiaries is duly qualified to
conduct business and is in good standing as a foreign corporation
or other entity in each jurisdiction in which the nature of the
business conducted or property owned by it makes such qualification
necessary, except where the failure to be so qualified or in good
standing, as the case may be, could not have or reasonably be
expected to result in a Material Adverse Effect and no proceeding
has been instituted in any such jurisdiction revoking, limiting or
curtailing or seeking to revoke, limit or curtail such power and
authority or qualification.

 


Section 4.2 AUTHORITY.
The Company has the requisite corporate power and
authority
to enter into and perform its obligations under the Transaction
Documents. The execution and delivery of the Transaction Documents
by the Company and the consummation by it of the transactions
contemplated hereby and thereby have been duly authorized by all
necessary corporate action and no further consent or authorization
of the Company or its Board of Directors or stockholders is
required. The Transaction Documents have been duly executed and
delivered by the Company and constitutes a valid and binding
obligation of the Company enforceable against the Company in
accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, or similar laws
relating to, or affecting generally the enforcement of,
creditors’ rights and remedies or by other equitable
principles of general application.

 


Section 4.3 CAPITALIZATION.
As of the date hereof, the authorized capital
stock of the Company consists of 10,000,000,000
shares of Common Stock, par value of $0.0001 per share, of which
approximately 2,213,661,318 shares of Common Stock are issued and
outstanding. Except as set forth on Schedule
4.3, the Company has not issued
any capital stock since its most recently filed periodic report
under the Exchange Act, other than pursuant to the exercise of
employee stock options under the Company’s stock option
plans, the issuance of shares of Common Stock to employees pursuant
to the Company’s employee stock purchase plans and pursuant
to the conversion and/or exercise of Common Stock Equivalents
outstanding as of the date of the most recently filed periodic
report under the Exchange Act. No Person has any right of first
refusal, preemptive right, right of participation, or any similar
right to participate in the transactions contemplated by the
Transaction Documents. Except as set forth on Schedule 4.3
and except as a result of the purchase
and sale of the Securities, there are no outstanding options,
warrants, scrip rights to subscribe to, calls or commitments of any
character whatsoever relating to, or securities, rights or
obligations convertible into or exercisable or exchangeable for, or
giving any Person any right to subscribe for or acquire any shares
of Common Stock, or contracts, commitments,
understandings or arrangements by which the Company or any
Subsidiary is or may become bound to issue additional shares of
Common Stock or Common Stock Equivalents. The issuance and sale of
the Securities will not obligate the Company to issue shares of
Common Stock or other securities to any Person (other than the
Investor) and will not result in a right of any holder of Company
securities to adjust the exercise, conversion, exchange or reset
price under any of such securities. There are no stockholders
agreements, voting agreements or other similar agreements with
respect to the Company’s capital stock to which the Company
is a party or, to the knowledge of the Company, between or among
any of the Company’s stockholders.

 


Section 4.4 LISTING
AND MAINTENANCE REQUIREMENTS.
The Common
Stock is registered pursuant to Section 12(b) or 12(g) of the
Exchange Act, and the Company has taken no action designed to, or
which to its knowledge is likely to have the effect of, terminating
the registration of the Common Stock under the Exchange Act nor has
the Company received any notification that the SEC is contemplating
terminating such registration. The Company has not, in the twelve
(12) months preceding the date hereof, received notice from the
Principal Market on which the Common Stock is or has been listed or
quoted to the effect that the Company is not in compliance with the
listing or maintenance requirements of such Principal Market. The
Company is and has no reason to believe that it will not in the
foreseeable future continue to be, in compliance with all such
listing and maintenance requirements.

 


Section 4.5 SEC
DOCUMENTS; DISCLOSURE. Except
as set forth on Schedule
4.5, the Company has filed all
reports, schedules, forms, statements and other documents required
to be filed by the Company under the Securities Act and the
Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,
for the one (1) year preceding the date hereof (or such shorter
period as the Company was required by law or regulation to file
such material) (the foregoing materials, including the exhibits
thereto and documents incorporated by reference therein, being
collectively referred to herein as the “SEC
Documents”) on a timely
basis or has received a valid extension of such time of filing and
has filed any such SEC Documents prior to the expiration of any
such extension. As of their respective dates, the SEC Documents
complied in all material respects with the requirements of the
Securities Act and the Exchange Act, as applicable, and other
federal laws, rules and regulations applicable to such SEC
Documents, and none of the SEC Documents when filed contained any
untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make
the statements therein, in light of the circumstances under which
they were made, not misleading. The financial statements of the
Company included in the SEC Documents comply as to form and
substance in all material respects with applicable accounting
requirements and the published rules and regulations of the SEC or
other applicable rules and regulations with respect thereto. Such
financial statements have been prepared in accordance with
generally accepted accounting principles applied on a consistent
basis during the periods involved (except (a) as may be otherwise
indicated in such financial statements or the notes thereto or (b)
in the case of unaudited interim statements, to the extent they may
not include footnotes or may be condensed or summary statements)
and fairly present in all material respects the financial position
of the Company as of the dates thereof and the results of
operations and cash flows for the periods then ended (subject, in
the case of unaudited statements, to normal, immaterial, year-end
audit adjustments). Except with respect to the material terms and
conditions of the transactions contemplated by the Transaction
Documents, the Company confirms that neither it nor any other
Person acting on its behalf has provided the Investor or its agents
or counsel with any information that it believes constitutes or
might constitute material, non-public information. The Company
understands and confirms that the Investor will rely on the
foregoing representation in effecting transactions in securities of
the Company.

 


Section 4.6 VALID
ISSUANCES. The Securities are
duly authorized and, when
issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid, and
non-assessable, free and clear of all Liens imposed by the Company
other than restrictions on transfer provided for in the Transaction
Documents.

 


Section 4.7 NO
CONFLICTS. The execution,
delivery and performance of the Transaction Documents by the
Company and the consummation by the Company of the transactions
contemplated hereby and thereby, including, without limitation, the
issuance of the Purchase Notice Shares, do not and will not: (a)
result in a violation of the Company’s or any
Subsidiary’s certificate or articles of incorporation,
by-laws or other organizational or charter documents, (b) conflict
with, or constitute a material default (or an event that with
notice or lapse of time or both would become a material default)
under, result in the creation of any Lien upon any of the
properties or assets of the Company or any Subsidiary, or give to
others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture, instrument or any
“lock-up”
or similar provision of any underwriting or similar agreement to
which the Company or any Subsidiary is a party, or (c) result in a
violation of any federal, state or local law, rule, regulation,
order, judgment or decree (including federal and state securities
laws and regulations) applicable to the Company or any Subsidiary
or by which any property or asset of the Company or any Subsidiary
is bound or affected (except for such conflicts, defaults,
terminations, amendments, accelerations, cancellations and
violations as would not, individually or in the aggregate, have a
Material Adverse Effect) nor is the Company otherwise in violation
of, conflict with or in default under any of the foregoing. The
business of the Company is not being conducted in violation of any
law, ordinance or regulation of any governmental entity, except for
possible violations that either singly or in the aggregate do not
and will not have a Material Adverse Effect. The Company is not
required under federal, state or local law, rule or regulation to
obtain any consent, authorization or order of, or make any filing
or registration with, any court or governmental agency in order for
it to execute, deliver or perform any of its obligations under the
Transaction Documents (other than any SEC, FINRA or state
securities filings that may be required to be made by the Company
subsequent to any Closing or any registration statement that may be
filed pursuant hereto); provided that, for purposes of the
representation made in this sentence, the Company is assuming and
relying upon the accuracy of the relevant representations and
agreements of Investor herein.

 


Section 4.8 NO
MATERIAL ADVERSE CHANGE. No
event has occurred that
would have a Material Adverse Effect on the Company that has not
been disclosed in subsequent SEC filings.

 


Section 4.9 LITIGATION
AND OTHER PROCEEDINGS. Except
as disclosed
in the SEC Documents or as set forth on Schedule 4.9, there are no
actions, suits, investigations, inquiries or proceedings pending
or, to the knowledge of the Company, threatened against or
affecting the Company, any Subsidiary or any of their respective
properties, nor has the Company received any written or oral notice
of any such action, suit, proceeding, inquiry or investigation,
which would have a Material Adverse Effect. No judgment, order,
writ, injunction or decree or award has been issued by or, to the
knowledge of the Company, requested of any court, arbitrator or
governmental agency which would have a Material Adverse Effect.
There has not been, and to the knowledge of the Company, there is
not pending or contemplated, any investigation by the SEC involving
the Company, any Subsidiary or any current or former director or
officer of the Company or any Subsidiary.


 


Section 4.10 REGISTRATION
RIGHTS. Except as set forth on
Schedule 4.10, no
Person (other than the Investor) has any right to cause the Company
to effect the registration under the Securities Act of any
securities of the Company or any Subsidiary.

 



ARTICLE V COVENANTS OF INVESTOR

 


Section 5.1 COMPLIANCE
WITH LAW; TRADING IN SECURITIES. The Investor’s
trading activities with respect to shares of Common Stock will be
in compliance with all applicable state and federal securities laws
and regulations and the rules and regulations of FINRA and the
Principal Market.

 



ARTICLE VI COVENANTS OF THE COMPANY

 


Section 6.1 LISTING
OF COMMON STOCK. The Company
shall promptly secure
the listing of all of the Purchase Notice Shares to be issued to
the Investor hereunder on the Principal Market (subject to official
notice of issuance) and shall use commercially reasonable best
efforts to maintain, so long as any shares of Common Stock shall be
so listed, the listing of all such Purchase Notice Shares from time
to time issuable hereunder. The Company shall use its commercially
reasonable efforts to continue the listing and trading of the
Common Stock on the Principal Market (including, without
limitation, maintaining sufficient net tangible assets) and will
comply in all respects with the Company’s reporting, filing
and other obligations under the bylaws or rules of FINRA and the
Principal Market.

 


Section 6.2 FILING
OF CURRENT REPORT AND REGISTRATION STATEMENT.
The Company agrees that it shall file a Current Report on Form 8-K,
including the Transaction Documents as exhibits thereto, with the
SEC within the time required by the Exchange Act, relating to the
transactions contemplated by, and describing the material terms and
conditions of, the Transaction Documents (the
“Current
Report”). The Company
shall permit the Investor to review and comment upon the final
pre-filing draft version of the Current Report at least two (2)
Business Days prior to its filing with the SEC, and the Company
shall give reasonable consideration to all such comments. The
Investor shall use its reasonable best efforts to comment upon the
final pre-filing draft version of the Current Report within one (1)
Business Day from the date the Investor receives it from the
Company. The Company shall also file with the SEC, within ten (15)
calendar days from the date hereof, a new registration statement
(the “Registration Statement”)
covering only the resale of the Purchase Notice
Shares.

 



ARTICLE VII CONDITIONS TO DELIVERY OF PURCHASE NOTICE AND
CONDITIONS TO CLOSING

 


Section 7.1  CONDITIONS PRECEDENT
TO THE RIGHT OF THE COMPANY TO ISSUE AND
SELL PURCHASE NOTICE SHARES.
The right of the Company to issue and sell the Purchase Notice
Shares to the Investor is subject to the satisfaction of each of
the conditions set forth below:

 


(a)    ACCURACY OF
INVESTOR’S REPRESENTATIONS AND WARRANTIES.
The representations and warranties of the Investor shall be true
and correct in all material respects as of the date of this
Agreement and as of the date of each Closing as though made at each
such time.


 


(b)   
PERFORMANCE BY INVESTOR.
Investor shall have performed, satisfied
and complied in all respects with all covenants, agreements and
conditions required by this Agreement to be performed, satisfied or
complied with by the Investor at or prior to such
Closing.


 



(c) PRINCIPAL
MARKET REGULATION. The Company
shall not issue any Purchase Notice Shares, and the Investor
shall not have the right to receive any Purchase Notice Shares, if
the issuance of such Purchase Notice Shares would exceed the
aggregate number of shares of Common Stock which the Company may
issue without breaching the Company’s obligations under the
rules or regulations of the Principal Market (the
“Exchange
Cap”).

 


Section 7.2    
CONDITIONS
PRECEDENT TO THE OBLIGATION OF INVESTOR TO PURCHASE
PURCHASE NOTICE SHARES. The
obligation of the Investor hereunder to purchase Purchase Notice
Shares is subject to the satisfaction of each of the following
conditions:

 


(a)   EFFECTIVE REGISTRATION
STATEMENT. The
Registration Statement,
and any amendment or supplement thereto, shall remain effective for
the resale by the Investor of the Purchase Notice Shares and (i)
neither the Company nor the Investor shall have received notice
that the SEC has issued or intends to issue a stop order with
respect to such Registration Statement or that the SEC otherwise
has suspended or withdrawn the effectiveness of such Registration
Statement, either temporarily or permanently, or intends or has
threatened to do so and (ii) no other suspension of the use of, or
withdrawal of the effectiveness of, such Registration Statement or
related prospectus shall exist.

 


(b)ACCURACY OF THE
COMPANY’S REPRESENTATIONS AND
WARRANTIES. The representations
and warranties of the Company shall be true and correct in all
material respects as of the date of this Agreement and as of the
date of each Closing (except for representations and warranties
specifically made as of a particular date).


 



                                    
(c) PERFORMANCE BY THE
COMPANY. The Company shall
have performed,
satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Agreement to be
performed, satisfied or complied with by the Company.


 



                                    
(d) NO
INJUNCTION. No statute, rule,
regulation, executive order, decree,
ruling or injunction shall have been enacted, entered, promulgated
or adopted by any court or governmental authority of competent
jurisdiction that prohibits or directly and materially adversely
affects any of the transactions contemplated by the Transaction
Documents, and no proceeding shall have been commenced that may
have the effect of prohibiting or materially adversely affecting
any of the transactions contemplated by the Transaction
Documents.


 



                                    
(e) ADVERSE
CHANGES. Since the date of
filing of the Company’s most
recent SEC Document, no event that had or is reasonably likely to
have a Material Adverse    Effect has
occurred.

 


(f)   NO
SUSPENSION OF TRADING IN OR DELISTING OF COMMON
STOCK. The trading of the
Common Stock shall not have been suspended by the SEC, the
Principal Market or FINRA, or otherwise halted for any reason, and
the Common Stock shall have been approved for listing or quotation
on and shall not have been delisted from the Principal Market. In
the event of a suspension, delisting, or halting for any reason, of
the trading of the Common Stock, as contemplated by this Section
7.2(f), the Investor shall have the right to return to the Company
any amount of Purchase Notice Shares associated with such Purchase
Notice, and the Investment Amount with respect to such Purchase
Notice shall be reduced accordingly.

 


(g)  
BENEFICIAL OWNERSHIP LIMITATION. The number of Purchase Notice Shares then to be purchased by the
Investor shall not exceed the number of such shares that, when
aggregated with all other shares of Common Stock then owned by the
Investor beneficially or deemed beneficially owned by the Investor,
would result in the Investor owning more than the Beneficial
Ownership Limitation (as defined below), as determined in
accordance with Section 16 of the Exchange Act and the regulations
promulgated thereunder. For purposes of this Section 7.2(g), in the
event that the amount of Common Stock outstanding is greater on a
Closing Date than on the date upon which the Purchase Notice
associated with such Closing Date is given, the amount of Common
Stock outstanding on such issuance of a Purchase Notice shall
govern for purposes of determining whether the Investor, when
aggregating all purchases of Common Stock made pursuant to this
Agreement, would own more than the Beneficial Ownership Limitation
following such Closing Date. The “Beneficial Ownership
Limitation” shall be
4.99% of the number of shares of the Common Stock outstanding
immediately prior to the issuance of shares of Common Stock
issuable pursuant to a Purchase Notice.

 


(h)  PRINCIPAL
MARKET REGULATION. The issuance
of the Purchase
Notice Shares shall not exceed the Exchange Cap.

 


(i)  NO
KNOWLEDGE. The Company shall
have no knowledge of any event
more likely than not to have the effect of causing the Registration
Statement to be suspended or otherwise ineffective (which event is
more likely than not to occur within the fifteen (15) Business Days
following the Business Day on which such Purchase Notice is deemed
delivered).


 


                                           
(j) NO VIOLATION OF
SHAREHOLDER APPROVAL REQUIREMENT. The issuance of the
Purchase Notice Sharesshall not violate the shareholder approval
requirements of the Principal Market.



                                          



                                           
(k) DWAC
ELIGIBLE. The Common Stock must
be DWAC Eligible and not subject to a “DTC
chill”.


 



                                          
(l) SEC
DOCUMENTS. All reports,
schedules, registrations, forms, statements,
information and other documents required to have been filed by the
Company with the SEC pursuant to the reporting requirements of the
Exchange Act shall have been filed with the SEC within the
applicable time periods prescribed for such filings under the
Exchange Act.


 



ARTICLE VIII LEGENDS

 


Section 8.1 NO
RESTRICTIVE STOCK LEGEND. No
restrictive stock legend shall
be placed on the share certificates representing the Purchase
Notice Shares.

 


Section 8.2 INVESTOR’S
COMPLIANCE. Nothing in this
Article VIII shall affect
in any way the Investor’s obligations hereunder to comply
with all applicable securities laws upon the sale of the Common
Stock.

 



ARTICLE IX NOTICES; INDEMNIFICATION

 


Section 9.1 NOTICES.
All notices, demands, requests, consents, approvals,
and other
communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (a) personally
served, (b) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (c) delivered by reputable air
courier service with charges prepaid, or (d) transmitted by hand
delivery, telegram, or email as a PDF, addressed as set forth below
or to such other address as such party shall have specified most
recently by written notice given in accordance herewith. Any notice
or other communication required or permitted to be given hereunder
shall be deemed effective (i) upon hand delivery or delivery by
email at the address designated below (if delivered on a business
day during normal business hours where such notice is to be
received), or the first business day following such delivery (if
delivered other than on a business day during normal business hours
where such notice is to be received) or (ii) on the second business
day following the date of mailing by express courier service or on
the fifth business day after deposited in the mail, in each case,
fully prepaid, addressed to such address, or upon actual receipt of
such mailing, whichever shall first occur.

 


The
addresses for such communications shall be:

 


If
to the Company:

 


If
to the Investor:

 


TRITON
FUNDS LLC

 


1262
Prospect Street

 


La
Jolla, CA 92037

 


Email:
tritonfunds@tritonfunds.com

 



Either party hereto may from time to time change its address or
email for notices under this Section 9.1 by giving at least ten
(10) days’ prior written notice of such changed address to
the other party hereto.

 


Section 9.2 INDEMNIFICATION.
Each party (an “Indemnifying
Party”)
agrees to indemnify and hold harmless the other
party along with its officers, directors, employees, and authorized
agents, and each Person or entity, if any, who controls such party
within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act (an “Indemnified Party”)
from and against any Damages, joint or several, and any action in
respect thereof to which the Indemnified Party becomes subject to,
resulting from, arising out of or relating to (i) any
misrepresentation, breach of warranty or nonfulfillment of or
failure to perform any covenant or agreement on the part of the
Indemnifying Party contained in this Agreement, (ii) any untrue
statement or alleged untrue statement of a material fact contained
in the Registration Statement or any post-effective amendment
thereof or supplement thereto, or the omission or alleged omission
therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading, (iii) any
untrue statement or alleged untrue statement of a material fact
contained in any preliminary prospectus or contained in the final
prospectus (as amended or supplemented, if the Company files any
amendment thereof or supplement thereto with the SEC) or the
omission or alleged omission to state therein any material fact
necessary to make the statements made therein, in the light of the
circumstances under which the statements therein were made, not
misleading, or (iv) any violation or alleged violation by the
Company of the Securities Act, the Exchange Act, any state
securities law or any rule or regulation under the Securities Act,
the Exchange Act or any state securities law, as such Damages are
incurred, except to the extent such Damages result primarily from
the Indemnified Party’s failure to perform any covenant or
agreement contained in this Agreement or the Indemnified
Party’s negligence, recklessness or bad faith in performing
its obligations under this Agreement; provided,
however,
that the foregoing indemnity agreement shall not apply to any
Damages of an Indemnified Party to the extent, but only to the
extent, arising out of or based upon any untrue statement or
alleged untrue statement or omission or alleged omission made by an
Indemnifying Party in reliance upon and in conformity with written
information furnished to the Indemnifying Party by the Indemnified
Party expressly for use in the Registration Statement, any
post-effective amendment thereof or supplement thereto, or any
preliminary prospectus or final prospectus (as amended or
supplemented).

 


Section 9.3 METHOD
OF ASSERTING INDEMNIFICATION CLAIMS. All claims
for indemnification by any Indemnified Party under Section 9.2
shall be asserted and resolved as follows:

 



(a)            

In the event any claim or demand in respect of
which an Indemnified Party might seek indemnity under Section 9.2
is asserted against or sought to be collected from such Indemnified
Party by a Person other than a party hereto or an affiliate thereof
(a “Third
Party Claim”),
the Indemnified Party shall deliver a written notification,
enclosing a copy of all papers served, if any, and specifying the
nature of and basis for such Third Party Claim and for the
Indemnified Party’s claim for indemnification that is being
asserted under any provision of Section 9.2 against an Indemnifying
Party, together with the amount or, if not then reasonably
ascertainable, the estimated amount, determined in good faith, of
such Third Party Claim (a “Claim Notice”)
with reasonable promptness to the Indemnifying Party. If the
Indemnified Party fails to provide the Claim Notice with reasonable
promptness after the Indemnified Party receives notice of such
Third Party Claim, the Indemnifying Party shall not be obligated to
indemnify the Indemnified Party with respect to such Third Party
Claim to the extent that the Indemnifying Party’s ability to
defend has been prejudiced by such failure of the Indemnified
Party. The Indemnifying Party shall notify the Indemnified Party as
soon as practicable within the period ending thirty (30) calendar
days following receipt by the Indemnifying Party of either a Claim
Notice or an Indemnity Notice (as defined below) (the
“Dispute
Period”) whether the
Indemnifying Party disputes its liability or the amount of its
liability to the Indemnified Party under Section 9.2 and whether
the Indemnifying Party desires, at its sole cost and expense, to
defend the Indemnified Party against such Third Party
Claim.





 



(i)            

If
the Indemnifying Party notifies the Indemnified
Party within the Dispute Period that the Indemnifying
Party desires to defend the Indemnified Party with respect to the
Third Party Claim pursuant to this Section 9.3(a), then the
Indemnifying Party shall have the right to defend, with counsel
reasonably satisfactory to the Indemnified Party, at the sole cost
and expense of the Indemnifying Party, such Third Party Claim by
all appropriate proceedings, which proceedings shall be vigorously
and diligently prosecuted by the Indemnifying Party to a final
conclusion or will be settled at the discretion of the Indemnifying
Party (but only with the consent of the Indemnified Party in the
case of any settlement that provides for any relief other than the
payment of monetary damages or that provides for the payment of
monetary damages as to which the Indemnified Party shall not be
indemnified in full pursuant to Section 9.2). The Indemnifying
Party shall have full control of such defense and proceedings,
including any compromise or settlement thereof;
provided,
however, that the Indemnified Party may, at the sole cost and
expense of the Indemnified Party, at any time prior to the
Indemnifying Party’s delivery of the notice referred to in
the first sentence of this clause (i), file any motion, answer or
other pleadings or take any other action that the Indemnified Party
reasonably believes to be necessary or appropriate to protect its
interests; and provided,
further,
that if requested by the Indemnifying Party, the Indemnified Party
will, at the sole cost and expense of the Indemnifying Party,
provide reasonable cooperation to the Indemnifying Party in
contesting any Third Party Claim that the Indemnifying Party elects
to contest. The Indemnified Party may participate in, but not
control, any defense or settlement of any Third Party Claim
controlled by the Indemnifying Party pursuant to this clause (i),
and except as provided in the preceding sentence, the Indemnified
Party shall bear its own costs and expenses with respect to such
participation. Notwithstanding the foregoing, the Indemnified Party
may take over the control of the defense or settlement of a Third
Party Claim at any time if it irrevocably waives its right to
indemnity under Section 9.2 with respect to such Third Party
Claim.





 



(ii)            

If
the Indemnifying Party fails to notify the Indemnified Party within
the Dispute Period that the Indemnifying Party desires to defend
the Third Party Claim pursuant to Section 9.3(a), or if the
Indemnifying Party gives such notice but fails to prosecute
vigorously and diligently or settle the Third Party Claim, or if
the Indemnifying Party fails to give any notice whatsoever within
the Dispute Period, then the Indemnified Party shall have the right
to defend, at the sole cost and expense of the Indemnifying Party,
the Third Party Claim by all appropriate proceedings, which
proceedings shall be prosecuted by the Indemnified Party in a
reasonable manner and in good faith or will be settled at the
discretion of the Indemnified Party(with the consent of the
Indemnifying Party, which consent will not be unreasonably
withheld). The Indemnified Party will have full control of such
defense and proceedings, including any compromise or settlement
thereof; provided, however, that if requested by the Indemnified
Party, the Indemnifying Party will, at the sole cost and expense of
the Indemnifying Party, provide reasonable cooperation to the
Indemnified Party and its counsel in contesting any Third Party
Claim which the Indemnified Party is contesting. Notwithstanding
the foregoing provisions of this clause (ii), if the Indemnifying
Party has notified the Indemnified Party within the Dispute Period
that the Indemnifying Party disputes its liability or the amount of
its liability hereunder to the Indemnified Party with respect to
such Third Party Claim and if such dispute is resolved in favor of
the Indemnifying Party in the manner provided in clause (iii)
below, the Indemnifying Party will not be required to bear the
costs and expenses of the Indemnified Party’s defense
pursuant to this clause (ii) or of the Indemnifying Party’s
participation therein at the Indemnified Party’s request, and
the Indemnified Party shall reimburse the Indemnifying Party in
full for all reasonable costs and expenses incurred by the
Indemnifying Party in connection with such litigation. The
Indemnifying Party may participate in, but not control, any defense
or settlement controlled by the Indemnified Party pursuant to this
clause (ii), and the Indemnifying Party shall bear its own costs
and expenses with respect to such participation.





 



(iii)            

If
the Indemnifying Party notifies the Indemnified Party
that it does not dispute its liability or the amount of
its liability to the Indemnified Party with respect to the Third
Party Claim under Section 9.2 or fails to notify the Indemnified
Party within the Dispute Period whether the Indemnifying Party
disputes its liability or the amount of its liability to the
Indemnified Party with respect to such Third Party Claim, the
amount of Damages specified in the Claim Notice shall be
conclusively deemed a liability of the Indemnifying Party under
Section 9.2 and the Indemnifying Party shall pay the amount of such
Damages to the Indemnified Party on demand. If the Indemnifying
Party has timely disputed its liability or the amount of its
liability with respect to such claim, the Indemnifying Party and
the Indemnified Party shall proceed in good faith to negotiate a
resolution of such dispute; provided,
however,
that if the dispute is not resolved within thirty (30) days after
the Claim Notice, the Indemnifying Party shall be entitled to
institute such legal action as it deems
appropriate.





 



(b)            

In
the event any Indemnified Party should have a claim
under Section 9.2 against the Indemnifying Party that
does not involve a Third Party Claim, the Indemnified Party shall
deliver a written notification of a claim for indemnity under
Section 9.2 specifying the nature of and basis for such claim,
together with the amount or, if not then reasonably ascertainable,
the estimated amount, determined in good faith, of such claim (an
“Indemnity
Notice”) with reasonable
promptness to the Indemnifying Party. The failure by any
Indemnified Party to give the Indemnity Notice shall not impair
such party’s rights hereunder except to the extent that the
Indemnifying Party demonstrates that it has been irreparably
prejudiced thereby. If the Indemnifying Party notifies the
Indemnified Party that it does not dispute the claim or the amount
of the claim described in such Indemnity Notice or fails to notify
the Indemnified Party within the Dispute Period whether the
Indemnifying Party disputes the claim or the amount of the claim
described in such Indemnity Notice, the amount of Damages specified
in the Indemnity Notice will be conclusively deemed a liability of
the Indemnifying Party under Section 9.2 and the Indemnifying Party
shall pay the amount of such Damages to the Indemnified Party on
demand. If the Indemnifying Party has timely disputed its liability
or the amount of its liability with respect to such claim, the
Indemnifying Party and the Indemnified Party shall proceed in good
faith to negotiate a resolution of such dispute; provided, however,
that if the dispute is not resolved within thirty (30) days after
the Claim Notice, the Indemnifying Party shall be entitled to
institute such legal action as it deems
appropriate.





 



(c)            

The
Indemnifying Party agrees to pay the Indemnified
Party, promptly
as such expenses are incurred and are due and payable, for any
reasonable legal fees or other reasonable expenses incurred by them
in connection with investigating or defending any such
Claim.





 



(d)            

The
indemnity provisions contained herein shall be in addition to
(i) any
cause of action or similar rights of the Indemnified Party against
the Indemnifying Party or others, and (ii) any liabilities the
Indemnifying Party may be subject to.





 



ARTICLE X MISCELLANEOUS

 


Section 10.1 GOVERNING
LAW; JURISDICTION. This
Agreement shall be governed
by and interpreted in accordance with the laws of the State of
California without regard to the principles of conflicts of law.
Each of the Company and the Investor hereby submits to the
exclusive jurisdiction of the United States federal and state
courts located in California, County of Los Angeles, with respect
to any dispute arising under the Transaction Documents or the
transactions contemplated thereby.

 


Section 10.2 JURY
TRIAL WAIVER. The Company and
the Investor hereby waive
a trial by jury in any action, proceeding or counterclaim brought
by either of the parties hereto against the other in respect of any
matter arising out of or in connection with the Transaction
Documents.

 


Section 10.3 ASSIGNMENT.
The Transaction Documents shall be binding upon
and
inure to the benefit of the Company and the Investor and their
respective successors. Neither this Agreement nor any rights of the
Investor or the Company hereunder may be assigned by either party
to any other Person.

 


Section 10.4 NO
THIRD-PARTY BENEFICIARIES. This
Agreement is intended
for the benefit of the Company and the Investor and their
respective successors, and is not for the benefit of, nor may any
provision hereof be enforced by, any other Person, except as set
forth in Section 9.3.

 


Section 10.5 TERMINATION.
The Company may terminate this Agreement at
any
time by written notice to the Investor in the event of a material
breach of this Agreement by the Investor. In addition, this
Agreement shall automatically terminate on the earlier of (i) the
end of the Commitment Period; (ii) the date that the Company sells
and the Investor purchases the Commitment Amount; (iii) the date in
which the Registration Statement is no longer effective, or (iv)
the date that, pursuant to or within the meaning of any Bankruptcy
Law, the Company commences a voluntary case or any Person commences
a proceeding against the Company, a Custodian is appointed for the
Company or for all or substantially all of its property or the
Company makes a general assignment for the benefit of its
creditors; provided, however, that the provisions of Articles III,
IV, V, VI, IX and the agreements and covenants of the Company and
the Investor set forth in Article X shall survive the termination
of this Agreement.


 


Section 10.6 ENTIRE
AGREEMENT. The Transaction
Documents, together with
the exhibits and schedules thereto, contain the entire
understanding of the Company and the Investor with respect to the
matters covered herein and therein and supersede all prior
agreements and understandings, oral or written, with respect to
such matters, which the parties acknowledge have been merged into
such documents, exhibits and schedules.


 


Section 10.7 FEES
AND EXPENSES. Except as
expressly set forth in the Transaction Documents or any other
writing to the contrary, each party shall pay the fees and expenses
of its advisers, counsel, accountants and other experts, if any,
and all other expenses incurred by such party incident to the
negotiation, preparation, execution, delivery and performance of
this Agreement. The Company shall pay all Transfer Agent fees
(including any fees required for same-day processing of any
instruction letter delivered by the Company), stamp taxes and other
taxes and duties levied in connection with the delivery of any
Securities to the Investor. A document preparation fee of $10,000
will be sent from the Company to the Investor with three (3)
business days of signing of the legal
documents.

 


Section 10.8 COUNTERPARTS.
The Transaction Documents may be executed

in multiple counterparts, each of which may be executed by less
than all of the parties and shall be deemed to be an original
instrument which shall be enforceable against the parties actually
executing such counterparts and all of which together shall
constitute one and the same instrument. The Transaction Documents
may be delivered to the other parties hereto by email of a copy of
the Transaction Documents bearing the signature of the parties so
delivering this Agreement.

 


Section 10.9 SEVERABILITY.
In the event that any provision of this Agreement
becomes
or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force
and effect without said provision; provided that such severability
shall be ineffective if it materially changes the economic benefit
of this Agreement to any party.

 


Section 10.10 FURTHER
ASSURANCES. Each party shall do
and perform, or cause
to be done and performed, all such further acts and things, and
shall execute and deliver all such other agreements, certificates,
instruments and documents, as the other party may reasonably
request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions
contemplated hereby.

 


Section 10.11 NO
STRICT CONSTRUCTION. The
language used in this Agreement will be deemed to be the language
chosen by the parties to express their mutual intent, and no rules
of strict construction will be applied against any
party.

 


Section 10.12 EQUITABLE
RELIEF. The Company recognizes
that in the event that
it fails to perform, observe, or discharge any or all of its
obligations under this Agreement, any remedy at law may prove to be
inadequate relief to the Investor. The Company therefore agrees
that the Investor shall be entitled to temporary and permanent
injunctive relief in any such case without the necessity of proving
actual damages.

 

 
Section 10.13 TITLE
AND SUBTITLES. The titles and
subtitles used in this Agreement are used for the convenience of
reference and are not to be considered in construing or
interpreting this Agreement.

 


Section 10.14 AMENDMENTS;
WAIVERS. No provision of this
Agreement may
be amended or waived by the parties from and after the date that is
one (1) Business Day immediately preceding the initial filing of
the Registration Statement with the SEC. Subject to the immediately
preceding sentence, (i) no provision of this Agreement may be
amended other than by a written instrument signed by both parties
hereto and (ii) no provision of this Agreement may be waived other
than in a written instrument signed by the party against whom
enforcement of such waiver is sought. No failure or delay in the
exercise of any power, right or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of
any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or
privilege.


 


Section 10.15 PUBLICITY.
The Company and the Investor shall consult with
each other in issuing any press releases or
otherwise making public statements with respect to the transactions
contemplated hereby and no party shall issue any such press release
or otherwise make any such public statement, other than as required
by law, without the prior written consent of the other parties,
which consent shall not be unreasonably withheld or delayed, except
that no prior consent shall be required if such disclosure is
required by law, in which such case the disclosing party shall
provide the other party with prior notice of such public statement.
Notwithstanding the foregoing, the Company shall not publicly
disclose the name of the Investor without the prior written consent
of the Investor, except to the extent required by law. The Investor
acknowledges that the Transaction Documents may be deemed to be
“material
contracts,” as that term
is defined by Item 601(b)(10) of Regulation S-K, and that the
Company may therefore be required to file such documents as
exhibits to reports or registration statements filed under the
Securities Act or the Exchange Act. The Investor further agrees
that the status of such documents and materials as material
contracts shall be determined solely by the Company, in
consultation with its counsel.

 



[Signature Page Follows]

 


 




 








 






 


 

 


IN WITNESS
WHEREOF, the parties have
caused this Agreement to be duly executed by their respective
officers thereunto duly authorized as of the day and year first
above written.

 



Investview Inc.

 


By:
__/s/ Ryan
Smith_____________________

 



Name: Ryan Smith

 


Title:
CEO

 



TRITON FUNDS LP

 


By:

_/s/ Nathan Yee_____________________

 


Name:
Nathan
Yee


Title: Founder

 



[Signature Page to Agreement]

 



DISCLOSURE SCHEDULES TO AGREEMENT

 



Schedule 4.3 – Capitalization

 



Schedule 4.5 – SEC Documents

 



Schedule 4.9 – Litigation

 



Schedule 4.10 – Registration Rights

 




 








 






 

 



EXHIBIT A FORM OF PURCHASE NOTICE

 



TO: Investview Inc.

 


We
refer to the amended Common Stock Purchase Agreement, dated as of
March 22, 2019, (entered into by and between TRITON FUNDS LP and
you). Capitalized terms defined in the Agreement shall, unless
otherwise defined herein, have the same meaning when used
herein.

 



We hereby:

 


1) Give
you notice that we require you to sell __________ Purchase Notice
Shares; and

 


2) Certify
that, as of the date hereof, the conditions set forth in Section
7.2 of the Agreement are satisfied.

 



TRITON FUNDS LP

 


 


By:
_______________________ Name:


Title: