THE WARRANT REPRESENTED BY THIS CERTIFICATE
AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT") OR APPLICABLE STATE SECURITIES LAWS (THE "STATE ACTS") AND SHALL NOT BE SOLD OR TRANSFERRED
UNLESS SUCH SALE OR TRANSFER HAS BEEN REGISTERED UNDER THE SECURITIES ACT AND STATE ACTS, OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS IS AVAILABLE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.


 


COMMON STOCK PURCHASE WARRANT


 


	Warrant No. 2014C - ___________	Number of Shares:   _______________   


 


 


 INVESTVIEW, INC. 


COMMON STOCK, PAR VALUE $.001 PER
SHARE


VOID AFTER
5:00 P.M. EASTERN STANDARD TIME 


July 1, 2019


 


This Warrant is issued
to _ __ ("Holder") by Investview, Inc., a Nevada corporation (hereinafter with its successors called the
"Company").


 


For value received
and subject to the terms and conditions hereinafter set out, Holder is entitled to purchase from the Company at a purchase price
per share of $1.50, __________________fully paid and non-assessable shares of common stock, par value $.001 per share
("Common Shares") of the Company. Such purchase price per Common Share, adjusted from time to time as provided herein,
is referred to as the "Purchase Price."


 


1.The Holder may
exercise this Warrant, in whole or in part, upon surrender of this Warrant, with the exercise form annexed hereto duly executed,
at the office of the Company, or such other office as the Company shall notify the Holder in writing, together with a certified
or bank cashier's check payable to the order of the Company in the amount of the Purchase Price times the number of Common Shares
being purchased.


 


2.The person or
persons in whose name or names any certificate representing Common Shares is issued hereunder shall be deemed to have become the
holder of record of the Common Shares represented thereby as of the close of business on the date on which this Warrant is exercised
with respect to such shares, whether or not the transfer books of the Company shall be closed. Until such time as this Warrant
is exercised or terminates, the Purchase Price payable and the number and character of securities issuable upon exercise of this
Warrant are subject to adjustment as hereinafter provided.


 


3.Unless previously
exercised, this Warrant shall expire at 5:00 p.m. Eastern Standard Time, on July 1, 2019, and shall be void thereafter.


 






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4.The Company covenants
that it will at all times reserve and keep available a number of its authorized Common Shares, free from all preemptive rights,
which will be sufficient to permit the exercise of this Warrant. The Company further covenants that such shares as may be issued
pursuant to the exercise of this Warrant will, upon issuance, be duly and validly issued, fully paid and nonassessable and free
from all taxes, liens, and charges.


 


5.If the Company
subdivides its outstanding Common Shares, by split-up or otherwise, or combines its outstanding Common Shares, the Purchase Price
then applicable to shares covered by this Warrant shall forthwith be proportionately decreased in the case of a subdivision, or
proportionately increased in the case of a combination.


 


6.If (a) the Company
reorganizes its capital, reclassifies its capital stock, consolidates or merges with or into another corporation (but only if the
Company is not the surviving corporation and no longer has more than a single shareholder) or sells, transfers or otherwise
disposes of all or substantially all its property, assets, or business to another corporation, and (b) pursuant to the terms of
such reorganization, reclassification, merger, consolidation, or disposition of assets, shares of common stock of the successor
or acquiring corporation, or any cash, shares of stock, or other securities or property of any nature whatsoever (including warrants
or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other
Property”), are to be received by or distributed to the holders of Common Shares, then (c) Holder shall have the right thereafter
to receive, upon exercise of this Warrant, the same number of shares of common stock of the successor or acquiring corporation
and Other Property receivable upon such reorganization, reclassification, merger, consolidation, or disposition of assets as a
holder of the number of Common Shares for which this Warrant is exercisable immediately prior to such event. At the time of such
reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation shall
expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be
performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be
deemed appropriate (as determined by resolution of the Board of Directors of the Company) in order to adjust the number of shares
of the common stock of the successor or acquiring corporation for which this Warrant is exercisable. For purposes of this section,
"common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which is
not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption
and shall also include any evidences of indebtedness, shares of stock, or other securities which are convertible into or exchangeable
for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants
or other rights to subscribe for or purchase any such stock. The foregoing provisions of this section shall similarly apply to
successive reorganizations, reclassifications, mergers, consolidations, or disposition of assets.


 


7.Intentionally
left blank.


 






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8.In no event shall
any fractional Common Share of the Company be issued upon any exercise of this Warrant. If, upon exercise of this Warrant as an
entirety, the Holder would, except as provided in this Section 8, be entitled to receive a fractional Common Share, then the Company
shall issue the next higher number of full Common Shares, issuing a full share with respect to such fractional share. If this Warrant
is exercised at one time for less than the maximum number of Common Shares purchasable upon the exercise hereof, the Company shall
issue to the Holder a new warrant of like tenor and date representing the number of Common Shares equal to the difference between
the number of shares purchasable upon full exercise of this Warrant and the number of shares that were purchased upon the exercise
of this Warrant.


 


9.Whenever the
Purchase Price is adjusted, as herein provided, the Company shall promptly deliver to the Holder a certificate setting forth the
Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.


 


10.The Company
will maintain a register containing the names and addresses of the Holder and any assignees of this Warrant. Holder may change
its address as shown on the warrant register by written notice to the Company requesting such change. Any notice or written communication
required or permitted to be given to the Holder may be delivered by confirmed facsimile or telecopy or by a recognized overnight
courier, addressed to Holder at the address shown on the warrant register.


 


11. This Warrant
has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities
laws ("State Acts") or regulations in reliance upon exemptions under the Securities Act, and exemptions under the State
Acts. Subject to compliance with the Securities Act and State Acts, this Warrant and all rights hereunder are transferable in whole
or in part, at the office of the Company at which this Warrant is exercisable, upon surrender of this Warrant together with the
assignment hereof properly endorsed.


 


12. In case this
Warrant shall be mutilated, lost, stolen, or destroyed, the Company may issue a new warrant of like tenor and denomination and
deliver the same (a) in exchange and substitution for and upon surrender and cancellation of any mutilated Warrant, or (b) in lieu
of any Warrant lost, stolen, or destroyed, upon receipt of evidence satisfactory to the Company of the loss, theft or destruction
of such Warrant (including a reasonably detailed affidavit with respect to the circumstances of any loss, theft, or destruction)
and of indemnity with sufficient surety satisfactory to the Company.


 


13.Unless a current
registration statement under the Securities Act, shall be in effect with respect to the securities to be issued upon exercise of
this Warrant, the Holder, by accepting this Warrant, covenants and agrees that, at the time of exercise hereof, and at the time
of any proposed transfer of securities acquired upon exercise hereof, the Company may require Holder to make such representations,
and may place such legends on certificates representing the Common Shares issuable upon exercise of this Warrant, as may be reasonably
required in the opinion of counsel to the Company to permit such Common Shares to be issued without such registration.


 






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14. This Warrant
does not entitle Holder to any of the rights of a stockholder of the Company.


 


15.Nothing expressed
in this Agreement and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer
upon, or give to, any person or corporation other than the parties to this Agreement any covenant, condition, stipulation, promise,
or agreement contained herein, and all covenants, conditions, stipulations, promises and agreements contained herein shall be for
the sole and exclusive benefit of the parties hereto and their respective successors and assigns.


 


16.The provisions and terms of
this Warrant shall be construed in accordance with the laws of the State of NEW YORK.


 


IN WITNESS WHEREOF,
this Warrant has been duly executed by the Company as of DATE June __, 2014.


 


Investview, Inc.



 


 


 


By: _______________________________


William Kosoff


Interim Chief Financial Officer


 


 


HOLDER:


 


 


_______________________________


 


 


 




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FORM OF EXERCISE


 


 


Date: ____________________


 


 


To:Global Investor Services, Inc.



 


 


The undersigned hereby
subscribes for _______ shares of common stock of Investview, Inc. covered by this Warrant and hereby delivers $___________ in full
payment of the purchase price thereof. The certificate(s) for such shares should be issued in the name of the undersigned or as
otherwise indicated below:


 


 


____________________________


Signature:


 


 


____________________________


Printed Name


 


 


 


____________________________


Name for Registration,
if different


 


 


____________________________


Street Address


 


____________________________


City, State and Zip
Code


 


____________________________


Social Security Number


 







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ASSIGNMENT


 


 


For Value Received,
the undersigned hereby sells, assigns and transfers unto the assignee(s) set forth below the within Warrant certificate, together
with all right, title and interest therein, and hereby irrevocably constitutes and appoints ___________________________________
attorney, to transfer the said Warrant on the books of the within-named Company with respect to the number of Common Shares set
forth below, with full power of substitution in the premises.


 





		Social Security or	 	 
		other Identifying	 	 
	Name(s) of	Number(s) of	No. of	 
	Assignee(s)	Assignee(s)	Address	Shares







 


 





 


 


Dated: ______________________________


 


 


 


 


_________________________________________


Signature


 


NOTICE: THE SIGNATURE TO THIS
ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WARRANT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT,
OR ANY CHANGE WHATSOEVER.


 


 


_________________________________________


Print Name and Title


 








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