exhibit 10. 4 execution version assignment and assumption agreement and bill of sale this assignment and assumption agreement and bill of sale ( this “ agreement ” ), dated as of november 16, 2022, is entered into by and among atlas fintech holdings corp., a delaware corporation ( “ atlas fintech ” ), atlas financial technologies corp., a delaware corporation ( “ aftc ”, together with the atlas fintech, the “ transferors ”, and each a “ transferor ” ), and atlasclear, inc., a wyoming corporation ( “ transferee ” ) ( each of transferor and transferee, a “ party ” and collectively, the “ parties ” ). recitals whereas, transferor desires to assign, transfer, convey and deliver ( “ convey ” ) to transferee all of transferor ’ s right, title and interest in and to the software products ( as defined below ) and all worldwide intellectual property rights associated therewith, including all ( i ) patents, patent applications, patent disclosures, and priority rights, utility models, design registrations, certificates of invention and other governmental grants for the protection of inventions or industrial designs ( including additions, provisional applications, national, regional, and international applications, substitutions, continuations, continuations - in - part, divisionals, continued prosecution applications, renewals, extensions, revivals, reissues, and reexaminations ), ( ii ) any registered or common law trademarks, service marks, trade dress, trade names, logos, network or web site domain names or other universal resource locators ( url ), and facebook, twitter, instagram, snapchat, linkedin, and other social networking names, corporate names, doing business as designations ( dbas ), fictitious names, together with all of the goodwill associated therewith, and any applications for registration of the foregoing, ( iii ) copyrights ( registered or unregistered ), works of authorship and copyright registrations and applications for registration thereof, ( iv ) rights in any computer software ( including source code, object code, macros, scripts, objects, routines, modules, header files, and other components ), data, databases, and documentation thereof, ( v ) trade secrets, confidential business information, and proprietary know - how, including concepts, ideas, designs, plans, research or development information and results, processes, procedures, techniques, technical information, specifications, operating and