Exhibit 10.97


 


INVESTVIEW,
INC.


 


THIRD
AMENDMENT TO


 


AMENDED
AND RESTATED SECURITIES PURCHASE AGREEMENT


 


This
Third Amendment (this “Amendment”) to that certain Amended and Restated Securities Purchase Agreement dated as of
November 9, 2020 (the “Purchase Agreement”) by and between Investview, Inc., a Nevada corporation (the “Company”),
DBR Capital, LLC, a Pennsylvania limited liability company (the “Purchaser”) and, solely for the purposes of Section
3.06 and the other sections expressly referenced therein, Joseph Cammarata, as previously amended by that certain First Amendment dated
as of March 22, 2021 and by that certain Second Amendment dated as of May 27, 2021, is made as of November 16, 2021 by and between the
Company and the Investor.


 


RECITALS


 


WHEREAS,
capitalized terms used but not defined herein shall have the meanings set forth for such terms in the Purchase Agreement.


 


WHEREAS,
the Company and the Investor each desire to amend the SPA pursuant to Section 12.01 of the SPA and to accept the rights and obligations
created pursuant hereto.


 


NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth herein, and the other consideration, the receipt and adequacy
of which is hereby acknowledged, the parties hereto agree as follows:


 


1.1
Section 3.04 shall be deemed amended and restated in its entirety as follows:



 


3.04
the closing with respect to the transactions contemplated in Section 2.04 hereof (the closing at which the Fourth Closing Note(s)
is/are issued, if any, as applicable, is referred to herein as the “Fourth Closing”) shall occur on December
31, 2022; provided, however, that such date may be accelerated (but not delayed unless otherwise mutually agreed to by the parties in
a writing) for completion of the Fourth Closing, in whole or in part, to the earlier of:


 


(i)
the date specified by written notice by the Company to the Purchaser and agreed to in a separate writing by the Purchaser, which date
shall be not less than 90 days following the date of such notice and which notice shall specify the portion of the Fourth Closing requested
on such date, or


 


(ii)
the date specified by written notice by the Purchaser to the Company, which date shall not be less than 30 days following the date of
such notice and which notice shall specify the portion of the Fourth Closing required on such date


 


(either
such notice of acceleration, the “Fourth Closing Acceleration Notice”); and further provided, that notwithstanding
the foregoing, the Fourth Closing is in Purchaser’s sole discretion to effect or not effect, and the Purchaser will confirm its
decision to proceed by delivery of written notice to the Company (the “Fourth Closing Notice”) on or before
December 31, 2022 or the earliest date provided in a Fourth Closing Acceleration Notice, which Fourth Closing Notice shall set forth
the date for effecting the Fourth Closing (the “Fourth Closing Date”) and the Company will effect the Fourth
Closing on the Fourth Closing Date or at such other date as the Company and the Purchaser may agree, remotely via the exchange of documents
and signatures; and


 






    	 



    	 



    

 


1.2
 Section 3.05 shall be deemed amended and restated in its entirety as follows:



 


3.05
the closing with respect to the transactions contemplated in Section 2.05 hereof (the closing at which the Fifth Closing Note(s)
is/are issued, if any, as applicable, is referred to herein as the “Fifth Closing”) shall occur on December
31, 2022; provided, however, that such date may be accelerated (but not delayed unless otherwise mutually agreed to by the parties in
a writing) for completion of the Fifth Closing, in whole or in part, to the earlier of:


 


(i)
the date specified by written notice by the Company to the Purchaser and agreed to in a separate writing by the Purchaser, which date
shall be not less than 90 days following the date of such notice and which notice shall specify the portion of the Fifth Closing requested
on such date, or


 


(ii)
the date specified by written notice by the Purchaser to the Company, which date shall not be less than 30 days following the date of
such notice and which notice shall specify the portion of the Fifth Closing required on such date


 


(either
such notice of acceleration, the “Fifth Closing Acceleration Notice”); and further provided, that notwithstanding
the foregoing, the Fifth Closing is in Purchaser’s sole discretion to effect or not effect, and the Purchaser will confirm its
decision to proceed by delivery of written notice to the Company (the “Fifth Closing Notice”) on or before
December 31, 2022 or the earliest date provided in a Fifth Closing Acceleration Notice, which Fifth Closing Notice shall set forth the
date for effecting the Fifth Closing (the “Fifth Closing Date”) and the Company will effect the Fifth Closing
on the Fifth Closing Date or at such other date as the Company and the Purchaser may agree, remotely via the exchange of documents and
signatures.


 


1.3
Clause (4) of the definition of “Change of Control” in Section 11 shall be deemed amended and restated in its entirety
as follows:


 


James
R. Bell ceases to be chief executive officer of the Company or ceases to fulfill the duties of such role and a successor chief executive
officer acceptable to the Purchaser shall not have been appointed within 90 days; upon any appointment of a successor chief executive
officer determined to be acceptable by the Purchaser, this clause (4) shall apply to any such successor ceasing to be chief executive
officer of the Company or ceasing to fulfill the duties of such role.


 


1.4 Except
as expressly modified by this Amendment, the Purchase Agreement shall remain unmodified and in full force and effect.


 


1.5 Sections
12.01, 12.02, 12.03, 12.05, 12.06, 12.08, 12.10, 12.11, and 12.12 of the Purchase Agreement shall be deemed incorporated by reference
to this Amendment as applied mutatis mutandis.


 


(signature
page follows)


 




    	2



    	 



    

 


The
parties are signing this Third Amendment to Amended and Restated Purchase Agreement as of the date stated in the introductory clause.


 


	 	INVESTVIEW,
    INC.
	 	a
    Nevada corporation


 


	 	By:	/s/ James
    R. Bell
	 	Name:	James
    R. Bell
	 	Title:	Acting
    Chief Executive Officer


 


(Signature
page to Third Amendment to Amended and Restated Purchase Agreement)


 




    	 



    	 



    

 


The
parties are signing this Third Amendment to Amended and Restated Purchase Agreement as of the date stated in the introductory clause.


 


	 	PURCHASER
	 	DBR
    CAPITAL, LLC


 


	 	By:	/s/ David
    B. Rothrock
	 	Name:	David
    B. Rothrock
	 	Title:	Managing
    Member Executive


 


(Signature
page to Third Amendment to Amended and Restated Purchase Agreement)