Exhibit
10.92


 


BILL
OF SALE, ASSIGNMENT AND ASSUMPTION


 


THIS
BILL OF SALE, ASSIGNMENT AND ASSUMPTION (this “Assignment”), dated as of September 3rd, 2021, is made by
and between MPower Trading Systems LLC, a Pennsylvania limited liability company (“Seller”), and Investview MTS, LLC,
a Delaware limited liability company (“Buyer”). Capitalized terms used and not otherwise defined herein shall have
the meanings set forth in the Purchase Agreement (defined below), the terms of which are made a part hereof and are incorporated herein.


 


WHEREAS,
Buyer and Seller are parties to that certain Securities Purchase Agreement, dated as of March 22, 2021 (the “Purchase Agreement”),
pursuant to which, among other things, Seller has agreed to sell to Buyer, and Buyer has agreed to purchase from Seller, certain assets
and has agreed to assume certain liabilities, as more fully set forth therein, in exchange for the consideration described in the Purchase
Agreement; and


 


WHEREAS,
Buyer and Seller are entering into this Bill of Sale, Assignment and Assumption to evidence such sale and assumption.


 


NOW,
THEREFORE, in consideration of the transactions described in the Purchase Agreement, and other good and valuable consideration, the
receipt, sufficiency and mutuality of which are hereby acknowledged, the parties agree as follows:


 


	1.	Sale
    of Assets. Upon the terms and conditions set forth in the Purchase Agreement, Seller hereby sells, transfers, conveys and assigns
    to Buyer all of Seller’s right, title and interest in and to the assets set forth on Annex 1 hereto (the “Assets”),
    free and clear of any liens, charges, pledges, security interests or other encumbrances. Buyer hereby accepts such assignment.
	 	 
	2.	Assumption
    of Liabilities. Buyer hereby assumes and agrees to pay, perform and discharge when due all liabilities and obligations with respect
    to or otherwise related to the Assets, but excluding all liabilities that are not ordinary course operating liabilities of the business
    of the Purchaser conveyed pursuant hereto (the “Liabilities”).
	 	 
	3.	Terms
    of the Purchase Agreement. Notwithstanding any other provision of this Assignment to the contrary, nothing contained in this
    Assignment shall in any way supersede, modify, replace, amend, change, rescind, waive, exceed, expand, enlarge or in any way affect
    the provisions, including the warranties, covenants, agreements, conditions, representations or, in general, any of the rights and
    remedies, or any of the respective obligations of Buyer and Seller set forth in the Purchase Agreement, nor shall this Assignment
    expand or enlarge any remedies under the Purchase Agreement. To the extent that any provision of this Assignment conflicts or is
    inconsistent with the terms of the Purchase Agreement, the Purchase Agreement shall govern. 
	 	 
	4.	Counterparts.
    This Assignment may be executed in any number of counterparts and delivered via facsimile, e-mail or other means of electronic transmission,
    each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute
    but one and the same instrument.


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, the undersigned has executed this Assignment effective as of the date first above written.


 


	 	SELLER:
	 	 
	 	MPOWER
    TRADING SYSTEMS LLC
	 	 	 
	 	By:	/s/
    David B. Rothrock
	 	Name:	David
    B. Rothrock
	 	Title:	Lead
    Manager
	 	 	 
	 	BUYER:
	 	 
	 	INVESTVIEW
    MTS, LLC
	 	 
	 	By:	/s/
    Joseph Cammarata
	 	Name:	Joseph
    Cammarata
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	By:	/s/
    Annette Raynor
	 	Name:	Annette
    Raynor
	 	Title:	Chief
    Operating Officer


 


[Signature
Page to Bill of Sale, Assignment and Assumption]


 




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Schedule
I


 


Assets


 


As
consideration for the purchase and sale of the Securities, Seller hereby agrees to assign to Buyer all of Seller’s assets at the
Closing, including, but not limited to:


 


	i.	an
    undivided, jointly owned interest in and to all Core Jointly Owned IP (as defined on Annex I hereto) such that, following
    such assignment, the Parties shall jointly own undivided interests in all Core Jointly Owned IP, and further assigns to Buyer an
    undivided, jointly owned interest in and to all Jointly Owned Licenses, in each case subject to the terms and conditions set forth
    in Section 2 of the Purchase Agreement; provided that, for the avoidance of doubt and subject to Section 2 of the Purchase Agreement,
    each Party shall retain a complete copy of the source code included in the Jointly Owned IP;
	 	 
	ii.	that
    certain Office Lease, dated as of August 6, 2010, by and between Seller and 521 Haverford Associates, L.P., as amended, including
    certain fixtures, furniture and equipment;
	 	 
	iii.	that
    certain Agreement, dated as of August 26, 2009, by and between Seller and Cross Connect Solutions, LLC (including the Account Inventory
    schedule with respect thereto); and
	 	 
	iv.	all
    other assets of Seller of every nature, tangible and intangible, including all intellectual property and all contracts, permits and
    other rights.


 




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Annex
I


 


Jointly
Owned IP


 


“Core
Jointly Owned IP” means all software, including source code and object code of the operational commercial ready front-end and
middle-office proprietary Prodigio SMART (Signal Management Automated Real-time Robotic Trading system) Trading Platform software, including
all patents, know-how and other intellectual property necessary, useful and/or used in such software.


 


“Jointly
Owned Licenses” means, to the extent assignable, all licenses under which Seller has rights to use third-party software or
intellectual property in the use of the Core Jointly Owned IP.


 


“Subsidiary
Modifications” means any and all updates, upgrades, modifications, alterations, changes and improvements to the Jointly Owned
IP made by Buyer whether now in existence or made in the future.


 


“Jointly
Owned IP” means, collectively, the Core Jointly Owned IP, Jointly Owned Licenses and the Subsidiary Modifications.


 




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