Exhibit
4.31


PROMISSORY
NOTE


 


 


 


	$25,000 	July 20, 2012


 


 


 


FOR
VALUE RECEIVED, on the dates and in the amounts so herein
stipulated, GLOBALWISE INVESTMENTS, INC., hereinafter called "Maker", hereby promises to pay to the order of Roy Haddix,
at 15500 Deer Run Rd, Louisville, KY 40299, hereinafter called "Lender", or at such
other address as Lender may hereafter designate to Maker in writing, the sum
of TWENTY FIVE THOUSAND 00/100 DOLLARS ($25,000), in lawful money of the United States of America,
which shall be legal tender, in payment of all debts and dues, public and private, at the time of payment, and to pay interest
on the whole of the principal amount hereof, together with all accrued interest, from time
to time outstanding prior to the maturity of thi.s Note
at a rate per annum equal to ten percent (10%).


 


This
Note shall be due and payable in a single balloon payment Forty Five (45) days after the date
first written above, and shall be paid by the Maker to Lender in immediately available funds by check or wire transfer to Lender's
bank account.


 


The
principal balance and accrued interest of this Note may be prepaid, in whole or in part, at any time without any prepayment penalty.
All payments, including prepayments, shall be applied first
to accrued interest to the date of payment and then to principal. All past-due principal and all accrued and past-due interest
on this Note shall bear interest until paid at the rate set forth above.


 


It
is agreed that if default shall be made in any payment due hereon and such default
is not cured within ten (10) days after written notice of such default is given by Lender to Maker, or if there is a material default
in any of the terms, covenants, agreements, conditions or provisions set forth in any instrument or document given to secure this
Note and such default is not cured within thirty (30) days after written notice of such default is given by the Lender to the Maker
or as soon thereafter as is reasonably practicable in the event such default cannot be cured within thirty (30) days, or should
Maker, become insolvent or commit an act of
bankruptcy or make an assigrunent for the benefit of creditors or authorize the filing of a voluntary petition in bankruptcy, or
should a receiver of any of their property be appointed, or should involuntary bankruptcy proceedings be filed or threatened against
Maker, then in any such event, at the option of the holder
hereof at any time thereafter, without demand or notice, the unpaid principal balance of this Note, and all accrued interest shall
immediately become due and payable.


 


If
this Note is placed in the hands of an attorney for collection or if collected by suit or through bankruptcy, probate, receivership
or other legal or judicial proceedings, the Maker hereof agrees to pay
as the reasonable costs of collection and reasonable attorney's fees incurred related thereto.


 






    	 



    	 



    

 


 


The
Maker (i) waives demand, presentment for payment, notice of intention to accelerate the maturity of this Note and to declare
the entire balance of the indebtedness evidenced hereby
due and payable, notice that the entire balance of the indebtedness evidenced hereby has been declared due and
payable, notice of nonpayment, protest, notice of protest
and all other notices, filing of suit and
diligence in collecting this Note or enforcing any of the security herefor,
(ii) agrees to any
substitution, exchange or release of any such
security or the release of any party primarily or
secondarily liable hereon, (iii) agrees that
Lender or other holder hereof shall not be required first to institute suit
or exhaust its remedies hereon against the Maker or others liable or to become liable
hereon or enforce its rights against any security herefor
in order to enforce payment
of this Note by it, and (iv) consents to any
extensions or postponement of time of payment of this Note and
to any other indulgence with respect hereto without notice thereof to any
of them.


 


Any
check, draft, money order or other instrument given in
payment of all or any portion of this Note may be accepted
by the Lender of any
other holder hereof and handled for
collection in the customary manner,
but the same shall not constitute payment hereunder or
diminish any right of the Lender or any other holder hereof, except to the extent that
actual cash proceeds of
such instrument are unconditionally
received by the Lender or any other holder hereof and applied
to this indebtedness as
herein provided.


 


This
Note shall be paid and
performed in the State of Ohio, and the laws of the State of Ohio shall
govern the construction, validity, enforcement, and interpretation
hereof, except to the
extent federal laws otherwise
govern the validity,
construction, enforcement, and
interpretation hereof. If any additional rights or remedies are
hereafter granted to
creditors under the laws of the State
of Ohio or under the laws of the United States of America, the Lender
shall also have and
may exercise any such
additional rights or remedies. Venue for any
action brought on this
Note shall be proper
in any state or federal
court sitting in Columbus,
Ohio, and having
jurisdiction of such action.


 


IN
WITNESS WHEREOF, the undersigned Maker has duly executed this
Note as of the day and year above first written.


 








 


GLOBALWISE INVESTMENTS, INC


 


 


By: /s/William J. Santiago


 


 


 



    	2