Exhibit 4.1





 


SUBSCRIPTION AGREEMENT


 


INVESTVIEW, INC. 


 


Investview, Inc. (the
"Company") has authorized for sale 100,000 shares (the “Shares”) of Series A Preferred stock, $0.001 par
value (“Preferred Stock”) for the maximum offering of $5,000,000. The undersigned hereby subscribes for the Shares
for the cash purchase price of $5,000,000 (the “Subscription Price”).


 


The undersigned agrees
to pay the Subscription Price for the Shares being purchased hereunder. The entire purchase price is due and payable upon the submission
of this Subscription Agreement and shall be payable by wire transfer or check. However, in such event that the Subscription Price
has been previously paid, then the Subscription Price shall be deemed fully paid.


 


The Company has the
right to reject this subscription in whole or in part.


 


The undersigned acknowledges
that the Shares being purchased hereunder and its component securities will not be registered under the Securities Act of 1933
(the "Act"), or the securities laws of any state (the “State Acts”), in reliance upon an exemption from the
registration requirements of the Act and the State Acts; that absent an exemption from registration contained in the Act and the
State Acts, the Shares, would require registration; and that the Company's reliance upon such exemptions is based, in material
part, upon the undersigned's representations, warranties, and agreements contained in this Subscription Agreement.


 


		1.	The undersigned represents, warrants, and agrees as
follows:



 


a.The undersigned agrees that this
Subscription Agreement is and shall be irrevocable.


 


b.The undersigned has carefully
read the Company’s filing with the Securities and Exchange Commission including, but not limited to, the Form 10Q for the
quarter ended December 31, 2014 and the Form 10K for the year ended March 31, 2014 (the “SEC Filings”). The undersigned
has been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of
this Offering and the SEC Filings and to obtain such additional information, to the extent the Company possesses such information
or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of same as the undersigned reasonably
desires in order to evaluate the investment. The undersigned understands the SEC Filings and the undersigned has had the opportunity
to discuss any questions regarding any of the disclosure in the SEC Filings with his counsel or other advisor. Notwithstanding
the foregoing, the only information upon which the undersigned has relied is that set forth in the SEC Filings and the associated
risk factors. The undersigned has received no representations or warranties from the Company, its employees, agents or attorneys,
in making this investment decision other than as set forth in the SEC Filings. The undersigned does not desire to receive any further
information.


 


c.The undersigned is aware that
the purchase of the Shares is a speculative investment involving a high degree of risk, that there is no guarantee that the undersigned
will realize any gain from this investment, and that the undersigned could lose the total amount of this investment.


 






    	 



    	 



    

 


d.The undersigned understands that
no federal or state agency has made any finding or determination regarding the fairness of the Shares for investment, or any recommendation
or endorsement of the Shares.


 


e.The undersigned is purchasing
the Shares for the undersigned's own account, with the intention of holding the Shares with no present intention of dividing or
allowing others to participate in this investment or of reselling or otherwise participating, directly or indirectly, in a distribution
of the Shares, and shall not make any sale, transfer, or pledge thereof without registration under the Act and any applicable securities
laws of any state or unless an exemption from registration is available under those laws.


 


f.The undersigned represents that
if an individual, he has adequate means of providing for his or her current needs and personal and family contingencies and has
no need for liquidity in this investment in the Shares. The undersigned has no reason to anticipate any material change in his
or her personal financial condition for the foreseeable future.


 


g.The undersigned is financially
able to bear the economic risk of this investment, including the ability to hold the Shares indefinitely, or to afford a complete
loss of his investment in the Shares.


 


h.The undersigned represents that
the undersigned's overall commitment to investments which are not readily marketable is not disproportionate to the undersigned's
net worth, and the undersigned's investment in the Shares will not cause such overall commitment to become excessive. The undersigned
understands that the statutory basis on which the Shares are being sold to the undersigned and others would not be available if
the undersigned's present intention were to hold the Shares for a fixed period or until the occurrence of a certain event. The
undersigned realizes that in the view of the Securities and Exchange Commission (the “Commission”), a purchase now
with a present intent to resell by reason of a foreseeable specific contingency or any anticipated change in the market value,
or in the condition of the Company, or that of the industry in which the business of the Company is engaged or in connection with
a contemplated liquidation, or settlement of any loan obtained by the undersigned for the acquisition of the Shares, and for which
such Shares may be pledged as security or as donations to religious or charitable institutions for the purpose of securing a deduction
on an income tax return, would, in fact, represent a purchase with an intent inconsistent with the undersigned's representations
to the Company, and the Commission would then regard such sale as a sale for which the exemption from registration is not available.
The undersigned will not pledge, transfer or assign this Subscription Agreement.


 


i.The undersigned represents that
the funds provided for this investment are either separate property of the undersigned, community property over which the undersigned
has the right of control, or are otherwise funds as to which the undersigned has the sole right of management. The undersigned
is purchasing the Shares with the funds of the undersigned and not with the funds of any other person, firm, or entity and is acquiring
the Shares for the undersigned's account. No person other than the undersigned has any beneficial interest in the Shares being
purchased hereunder.


 



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j.The address shown under the undersigned's
signature at the end of this Subscription Agreement is the undersigned's principal residence if he or she is an individual, or
its principal business address if it is a corporation or other entity.


 


k.The undersigned has such knowledge
and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares.


 


		l.	The undersigned acknowledges that the certificates
for the Shares which the undersigned will receive will contain a legend substantially as follows:



 


			THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY
AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, TRANSFERRED, MADE SUBJECT TO A SECURITY INTEREST, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AS AMENDED,
OR EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.



 


The undersigned further
acknowledges that a stop transfer order will be placed upon the certificates for the Shares in accordance with the Act. The undersigned
further acknowledges that the Company is under no obligation to aid the undersigned in obtaining any exemption from registration
requirements.


 


m.               
The undersigned represents that he is an “accredited investor” as that term is defined under the Act.


 


		2.	The undersigned expressly acknowledges and agrees
that the Company is relying upon the undersigned's representations contained in the Subscription Agreement.



 


		3.	The Company has been duly and validly incorporated
and is validly existing and in good standing as a corporation under the laws of the State of Nevada. The Company represents that
it has all requisite power and authority, and all necessary authorizations, approvals and orders required as of the date hereof
to enter into this Subscription Agreement and to be bound by the provisions and conditions hereof.



 


		4.	Except as otherwise specifically provided for hereunder,
no party shall be deemed to have waived any of his or its rights hereunder or under any other agreement, instrument or papers
signed by any of them with respect to the subject matter hereof unless such waiver is in writing and signed by the party waiving
said right. Except as otherwise specifically provided for hereunder, no delay or omission by any party in exercising any right
with respect to the subject matter hereof shall operate as a waiver of such right or of any such other right. A waiver on any
one occasion with respect to the subject matter hereof shall not be construed as a bar to, or waiver of, any right or remedy on
any future occasion. All rights and remedies with respect to the subject matter hereof, whether evidenced hereby or by any other
agreement, instrument, or paper, will be cumulative, and may be exercised separately or concurrently.



 






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		5.	The parties have not made any representations or warranties
with respect to the subject matter hereof not set forth herein, and this Subscription Agreement, together with any instruments
or documents executed simultaneously herewith in connection with this offering, constitutes the entire agreement between them
with respect to the subject matter hereof. All understandings and agreements heretofore had between the parties with respect to
the subject matter hereof are merged in this Subscription Agreement and any such instruments and documents, which alone fully
and completely expresses their agreement.



 


		6.	This Subscription Agreement may not be changed, modified,
extended, terminated or discharged orally, but only by an agreement in writing, which is signed by all of the parties to this
Subscription Agreement.



 


		7.	The parties agree to execute any and all such other
further instruments and documents, and to take any and all such further actions reasonably required to effectuate this Subscription
Agreement and the intent and purposes hereof.



 


		8.	This Subscription Agreement shall be governed by and
construed in accordance with the laws of the State of New Jersey and the undersigned hereby consents to the jurisdiction of the
courts of the State of Jersey and the United States District Courts situated therein.



 


		9.	The undersigned represents and warrants that he, she
or it comes within one category marked below, and that for any category marked, he, she or it has truthfully set forth, where
applicable, the factual basis or reason the undersigned comes within that category. ALL INFORMATION IN RESPONSE TO THIS SECTION
WILL BE KEPT STRICTLY CONFIDENTIAL. The undersigned agrees to furnish any additional information which the Company deems necessary
in order to verify the answers set forth below.



 


		Category A___	The undersigned is an individual (not a partnership,
corporation, etc.) whose individual net worth, or joint net worth with his or her spouse, presently exceeds $1,000,000. (In calculating
net worth you may include equity in personal property and real estate, including cash, short-term investments, stock and securities
but excluding your personal residence. Equity in personal property and real estate should be based on the fair market value of
such property less debt secured by such property.)



 






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		CategoryB___	The undersigned is an individual (not a partnership,
corporation, etc.) who had an income in excess of $200,000 in each of the two most recent years, or joint income with his or her
spouse in excess of $300,000 in each of those years (in each case including foreign income, tax exempt income and full amount
of capital gains and losses but excluding any income of her family members and any unrealized capital appreciation) and has a
reasonable expectation of reaching the same income level in the current year.



 


		Category C___	The undersigned is a director or executive officer of
the Company.



 


		Category D___	The undersigned is a bank; a savings and loan association;
insurance company; registered investment company; registered business development company; licensed small business investment
company ("SBIC"); or employee benefit plan within the meaning of Title 1 of ERISA and (a) the investment decision is
made by a plan fiduciary which is either a bank, savings and loan association, insurance company or registered investment advisor,
or (b) the plan has total assets in excess of $5,000,000 or (c) is a self directed plan with investment decisions made solely
by persons that are accredited investors. (describe entity)



 


		Category E___	The undersigned is a private business development company
as defined in section 202(a)(22) of the Investment Advisors Act of 1940. (describe entity)



 


		Category F___	The undersigned is either a corporation, partnership,
Massachusetts business trust, or non-profit organization within the meaning of Section 501(c)(3) of the Internal Revenue Code,
in each case not formed for the specific purpose of acquiring the Shares and with total assets in excess of $5,000,000. (describe
entity)



 


		Category G___	The undersigned is a trust with total assets in excess
of $5,000,000, not formed for the specific purpose of acquiring the Securities, where the purchase is directed by a "sophisticated
investor" as defined in Regulation 506(b)(2)(ii) under the Act.



 


		Category H___	The undersigned is an entity (other than a trust) in
which all of the equity owners are "accredited investors" within one or more of the above categories. If relying upon
this Category alone, each equity owner must complete a separate copy of this agreement.



 


The undersigned agrees that the undersigned
will notify the Company at any time on or prior to the closing in the event that the representations and warranties in this agreement
shall cease to be true, accurate and complete.


 






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		10.	SUITABILITY (please answer each question)



 


		(a)	Please describe your current employment, including the
company by which you are employed and its principal business:



 





 


 


		(b)	Please describe any college or graduate degrees held
by you:



 


 


 


		(c)	Please list types of prior investments:



 


 


 


		(d)	Please state whether you have participated in other private
placements before:



 


                                  YES_______                            NO_______


 


		(e)	If your answer to question (d) above was "YES",
please indicate frequency of such prior participation in private placements of:



 


	 	Public Companies	Private Companies
	Frequently	 	 
	Occasionally	 	 
	Never	 	 


 


		(f)	Do you expect your current level of income to significantly
decrease in the foreseeable future:



 


                                  YES_______                            NO_______


 


		(g)	For trust, corporate, partnership and other institutional
subscribers, do you expect your total assets to significantly decrease in the foreseeable future:



 


                                  YES_______                            NO_______


 


		(h)	Do you have any other investments or contingent liabilities
which you reasonably anticipate could cause you to need sudden cash requirements in excess of cash readily available to you:



 


                                  YES_______                            NO_______


 






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		(i)	Are you familiar with the risk aspects and the non-liquidity
of investments such as the securities for which you seek to subscribe?



 


                                  YES_______                            NO_______


 


		(j)	Do you understand that there is no guarantee of financial
return on this investment and that you run the risk of losing your entire investment?



 


                                  YES_______                            NO_______


 


		11.	MANNER IN WHICH TITLE IS TO BE HELD. (circle one)



 


 


		(a)	Individual Ownership



		(b)	Community Property



		(c)	Joint Tenant with Right of Survivorship (both parties
must sign)



		(d)	Partnership



		(e)	Tenants in Common



		(f)	Company



		(g)	Trust



		(h)	Other



 


		12.	FINRA AFFILIATION.



 


Are you affiliated or associated with an
FINRA member firm (please check one):


 


Yes _________                             No __________


 


If Yes, please describe:


 


If you are affiliated or associated with
an FINRA member firm, please advise if you are purchasing the Shares in the ordinary course of business and that you have no agreements
or understandings, directly or indirectly, with any person to distribute the Shares. (please check one):


 


Yes _________                             No __________


 


*If the undersigned is a Registered Representative
with an FINRA member firm, have the following acknowledgment signed by the appropriate party:


 






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The undersigned FINRA member firm acknowledges
receipt of the notice required by Article 3, Sections 28(a) and (b) of the Rules of Fair Practice.


 


____________________________


Name of FINRA Member Firm


 


 


By: _________________________


Authorized Officer


 


Date:


 


		13.	The undersigned is informed of the significance to
the Company of the foregoing representations and answers contained therein and such answers have been provided under the assumption
that the Company will rely on them.



 


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EXECUTION BY SUBSCRIBER


 


 


$5,000,000 ($1.00 per share) (the
“Subscription Price”)


 


Shares of Series A Preferred Stock: 100,000


 


 


 





 



Exact Name in Which Title is to be
Held


 


 


 





 



(Signature)


 


 


 





 



Name and Title (if applicable)


 


 


 





 



Address: Number and Street


 


 





	City	State	Zip Code



 





 


 





 



Social Security Number or Tax Identification
Number


 


 


 


Accepted this ___ day of _________, 2015
on behalf of Investview, Inc.


 





	 	By:	 	 
	 	Name:	 
	 	Title	 






 



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