ASSIGNMENT AND ASSUMPTION AGREEMENT


(Convertible Promissory Notes)


  


THIS ASSIGNMENT AND
ASSUMPTION AGREEMENT (this "Assignment") is made as of this 2nd day of May, 2013, by and between Investview, Inc., a
Nevada corporation ("Assignor"), Fortified Management Group, LLC, a New York limited liability company ("Assignee")
Richard L’Insalata, Todd Tabacco and Derek Tabacco.


 


WHEREAS, in connection
with the acquisition of Instilend Technologies Inc. (“Instilend”), the Company issued Convertible Promissory Notes
to Richard L’Insalata, Todd Tabacco and Derek Tabacco (the “Note Holders”) in the aggregate principal amount
of $500,000 (the “Notes”), which are attached hereto as Exhibit A,


 


WHEREAS, Assignor
and Assignee have agreed to execute and deliver this Assignment in order to assign to Assignee all of Assignor's responsibilities
and obligations to and under the Notes thereby releasing the Assignor of any and all obligations and liabilities under the Notes;
and


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as follows:


 


SECTION 1. Assignment.
Pursuant to the terms and conditions of the Notes, Assignor hereby assigns to Assignee all of Assignor' rights, title and interest
in, to and under the Notes.


 


SECTION 2. Assumption.
Assignee hereby accepts the foregoing assignment and hereby assumes and agrees to pay, perform, discharge, indemnify and hold Assignor,
its successors and assigns harmless from and against all the obligations of Assignor under the Notes.


 


SECTION 4. Conversion.
In the event that the Note Holders elect to convert the Notes into shares of common stock of Assignor in accordance with the terms
of the Notes at $8.00 per share, Assignor will allow such conversion but only in the event that a cash payment equal to the conversion
amount is made by Assignee to Assignor. The Note Holder will only be entitled to make such conversion upon receipt of the aforementioned
cash payment.


 


SECTION 4. Further
Assurances. Assignor agrees from time to time, upon the request of Assignee, to execute, acknowledge and deliver all such further
instruments or perform all such further acts as may be reasonably necessary or desirable in connection with the assignment of the
Notes as provided herein. Assignee agrees from time to time, upon the request of Assignor, to execute, acknowledge and deliver
all such further instruments or perform all such further acts as may be reasonably necessary or desirable, in connection with the
assumption by Assignee of the liabilities, duties and obligations of Assignor under the Notes as provided herein.


 


SECTION
5. Release. Each of the Note Holders does hereby for himself, herself, or itself, as applicable, and for his, her or its
heirs, representatives, attorneys, executors, administrators, successors and assigns, release, acquit and forever discharge the
Assignor, together with its parents, subsidiaries, affiliates, predecessors, and successor corporations and business entities,
past, present and future, and its and their agents, directors, officers, employees, shareholders, insurers and reinsurers, and
employee benefit plans (and the trustees, administrators, fiduciaries, agents, insurers, and reinsurers of such plans) past, present
and future, and their heirs, executors, administrators, predecessors, successors, and assigns from any and all actions, causes
of action, obligations, costs, expenses, attorneys’ fees, damages, losses, claims, liabilities, suits, debts including, but
not limited to the right to repayment under the Notes, demands and benefits of whatever character in law, or in equity, known or
unknown, suspected or unsuspected, matured or unmatured, of any kind or nature, whatsoever, now existing or arising in the future
based on any act or omission, event, occurrence, or non-occurrence, from the beginning of time to the date of execution of this
Agreement.


 






    	 



    	 



    

 


SECTION 6. Governing
Law. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed under and in accordance with the laws of the State of New Jersey, without giving effect to the conflicts of law
principles thereof.


 


SECTION 7. Counterparts.
This Assignment may be signed in one or more counterparts, each of which shall be deemed an original and which together shall constitute
one and the same instrument. Facsimile copies of this Assignment shall have the same effect as originals.


 


SECTION 8. Benefit.
This Assignment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.


 


[THE NEXT PAGE IS THE SIGNATURE PAGE]


 




    	 



    	 



    

 


 


IN WITNESS WHEREOF,
the parties have duly executed this Assignment and Assumption Agreement as of the day and year first above written.


 








	 	ASSIGNOR:	 	 
	 	 	 	 
	 	Investview, Inc.	 	 
	 	 	 	 
	 	 	 	 
	 	By:/s/ Dr. Joseph Louro	 	 
	 	Name: Dr. Joseph Louro	 	 
	 	Title: CEO	 	 
	 	 	 	 
	 	ASSIGNEE:	 	 
	 	 	 	 
	 	Fortified Management Group, LLC	 	 
	 	 	 	 
	 	 	 	 
	 	By:/s/ Thomas Scipione	 	 
	 	Name: Thomas Scipione	 	 
	 	Title: Manager	 	 
	 	 	 	 
	 	NOTE HOLDERS:	 	 
	 	 	 	 
	 	/s/ Todd Tabacco	 	 
	 	Todd Tabacco	 	 
	 	 	 	 
	 	 	 	 
	 	/s/ Derek Tabacco	 	 
	 	Derek Tabacco	 	 
	 	 	 	 
	 	 	 	 
	 	/s/ Richard L’Insalata	 	 
	 	Richard L’Insalata	 	 







  




    	 



    	 



    




 


EXHIBIT A