Exhibit 4.6


 


ASSIGNMENT AND ASSUMPTION AGREEMENT


 


This Assignment and Assumption Agreement dated as of February
15, 2013 (the “Effective Date”) relates to:


 


		1.	The promissory note combination #7 agreement dated November 16, 2012, (the “Note Combination #7 Agreement”) combining
Alpharion Note #6, Alpharion Note #24, and Alpharion Note #27, (all such notes are hereinafter defined) with an aggregate principal
amount of $131,500;



		2.	The promissory note and subscription agreement dated November 15, 2011, in the principal amount of $300,000, at an interest
rate of 3.25% (the “Alpharion Note #4”); and



		3.	The promissory note and subscription agreement dated June 13, 2012, in the principal amount of $38,000, at an interest rate
of 3.25% (the “Alpharion Note #25”);



 


between Intellinetics, Inc. (the “Borrower” or “Assignor”),
and Alpharion Capital Partners, Inc. (the “Lender”). Unless otherwise defined herein, undefined terms used herein shall
have the meanings given to them as used in the context of Note Combination #7 Agreement, Alpharion Note #4, or Alpharion Note #25.


 


With respect to Note Combination #7 Agreement,
each of Alpharion Note #6, Alpharion Note #24, and Alpharion Note #27, shall mean:


 


Alpharion Note #6:


 


On December 1, 2011, the Borrower and Lender have
entered into a promissory note and subscription agreement dated December 1, 2011, in the principal amount of $7,500, at an interest
rate of 3.25% (the “Alpharion Note #6”).


 


Alpharion Note #24:


 


On May 21, 2012, the Borrower and Lender have entered
into a promissory note and subscription agreement dated May 21, 2012, in the principal amount of $50,000, at an interest rate of
3.25% (the “Alpharion Note #24”).


 


Alpharion Note #27:


 


On September 18, 2012, the Borrower and Lender have
entered into a promissory note and subscription agreement dated September 18, 2012, in the principal amount of $74,000, at an interest
rate of 3.25% (the “Alpharion Note #27”).


 


 


 


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.


 






    	1



    	 



    

 


2. The Lender agrees that no default or event of default has
occurred since the parties entered into each of Note Combination #7 Agreement, Alpharion Note #4, and Alpharion Note #25 or if
any default or event of default has or had occurred with respect to each or any of Note Combination #7 Agreement, Alpharion Note
#4, and/or Alpharion Note #25, 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 each of Note Combination
#7 Agreement, Alpharion Note #4, and Alpharion Note #25 for an aggregate total of $489,211 (hereinafter collectively referred to
as the “Promissory Note”). 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.


 


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]


 






    	2



    	 



    

  


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/ Rick Hughes


Alpharion Capital Partners, Inc., as
Lender 


 






    	3