Exhibit 4.45


 


ASSIGNMENT AND ASSUMPTION AGREEMENT


 


On February 22, 2001, Intellinetics, Inc. (the “Borrower”
or “Assignor”) issued a promissory note to Robert A. Love, III (the “Lender”) in the amount of $199,537.00
(the “Promissory Note”). From time to time, the Borrower has paid to the Lender $42,245.00 of the principal amount
of the Promissory Note. The Borrower currently owes to the Lender $157,292.00 of the principal amount of the Promissory Note in
addition to $130,279.00 of accrued interest. The aggregate total outstanding under the Promissory Note is $287,571.00 (principal
and accrued interest).


 


This Assignment and Assumption Agreement dated as of December
31, 2012 (the “Effective Date”) relates to the aggregate total of $287,571.00 outstanding under the Promissory Note
between the Borrower and Lender. Unless otherwise defined herein, terms defined in the Promissory Note and used herein shall have
the meanings given to them in the Promissory Note.


 


The Lender, the Assignor and Globalwise Investments, Inc. (the
“Assignee”) agree as follows:


 


1. The Lender consents and agrees to the assignment and assumption
as provided for in this Assignment and Assumption Agreement.


 


2. The Lender agrees that no default or event of default has
occurred since the date of the Promissory Note or if any default or event of default has or had occurred, the Lender hereby agrees
to have waived such default or event of default as if such waiver was granted by the Lender before the occurrence of any such default
or event of default.


 


3. The Assignor hereby irrevocably assigns to its parent-corporation,
the Assignee, without recourse to the Assignor, and the Assignee hereby irrevocably assumes from its wholly-owned subsidiary, the
Assignor, without recourse to the Assignor, as of the Effective Date , the principal and interest under the Promissory Note in
the aggregate amount of $287,571.00. Assignee hereby assumes, as its direct and primary obligation, the payment and performance
of all of the liabilities and obligations of Assignor under the Promissory Note, including, without limitation, the obligation
to pay the principal, interest and fees (if any) with respect to all such liabilities and obligations, and indemnification obligations
(if any) related thereto (collectively the “Assumed Obligations”) and hereby agrees to make all payments required under
Promissory Note in effect and to discharge the Assumed Obligations as they become due or are declared due. Assignee acknowledges
that Assignor has assigned to Assignee all of the rights of Assignor under the Promissory Note, all on the terms and subject to
the conditions set forth in the Promissory Note. From and after the date hereof, Assignee agrees to perform and discharge all of
the Assumed Obligations, including, without limitation, performance and observance of all of the covenants and conditions of the
Promissory Note to be performed or observed by Assignor thereunder or in connection therewith, and to be bound in all respects
by the terms of the Promissory Note as they relate to Assignor as if Assignee were an original signatory thereto. From and after
the date hereof, all references in the Promissory Note to Assignor as the “Borrower” as defined in the Promissory Note
shall be deemed to be a reference to Assignee as the Borrower.


 




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4. The Assignee (a) represents and warrants that it is legally
authorized to enter into this Assignment and Assumption Agreement; (b) confirms that it has received a copy of the Promissory Note;
(c) agrees that it will be bound by the provisions of the Promissory Note and will perform in accordance with its terms all the
obligations which by the terms of the Promissory Note are required to be performed by it; and (d) makes all of the representations
and warranties set forth in the Promissory Note as of the Effective Date.


 


5. From and after the Effective Date, (a) the Assignee shall
be a party to the Promissory Note and, to the extent provided in this Assignment and Assumption Agreement, have the rights and
obligations of a Borrower thereunder and shall be bound by the provisions thereof and (b) the Assignor shall, to the extent provided
in this Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under the Promissory Note.


 


6. This Assignment and Assumption Agreement shall be governed
by and construed in accordance with the laws of the State of Ohio.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the parties hereto have caused this Assignment
and Assumption Agreement to be executed as of the date first above written by their respective duly authorized signatories.


 


	 Intellinetics, Inc.
	 
	/s/ William J. Santiago  
	Name: William J. Santiago 
	Title: President and CEO 
	 
	Globalwise Investments, Inc.
	 
	/s/ William J. Santiago
	Name:  William J. Santiago
	Title: President and CEO 
	 
	Consented and Agreed: 
	 
	/s/ Robert A. Love, III
	 Robert A. Love III, as Lender 


 




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