Exhibit
10.1


 


AMENDMENT


 


to


 


12%
SUBORDINATED PROMISSORY NOTE


DUE
FEBRUARY 28, 2023


 


This
Amendment (“Amendment”) to the 12% Subordinated Promissory Notes due February 28, 2023, dated March 2, 2020 (the “Notes”)
is entered into and effective as of the last date indicated below, by and between Intellinetics, Inc., a Nevada corporation (the “Company”)
and the holders of the Notes (the “Holders”).


 


WHEREAS,
Company and the Holders entered into the Notes, effective March 2, 2020;


 


WHEREAS,
the Notes permit prepayment in accordance with Section 2.c of the Notes, so long as any prepayment is done on a pro rata basis on all
Notes then outstanding;


 


WHEREAS,
the Notes may be amended in accordance with Section 6.e of the Notes by a written instrument signed by the Company and the holders of
at least 51% in principal amount of the then outstanding Notes (the “Required Holders”);


 


WHEREAS,
the Company and the Required Holders desire to amend the Notes to permit the Company to allow Holders to elect to extend the Maturity
Date for individual Notes.


 


NOW
THEREFORE, the parties agree as follows:


 


1. The
following is added to the Preamble of the Note.


 


Individual
Holders may elect to extend the Maturity Dates of their respective Notes to August 31, 2023 (any Notes so extended, the “Extended
Notes”). The Company shall continue to make quarterly interest payments on all Extended Notes until August 31, 2023 at the rate
of 12.0% per annum.


 


2. The
following is added to Section 3.c., Prepayment:


 


The
Company may prepay any portion of the principal amount of this Note without the prior written consent of the Holder, provided, however,
that any prepayment is done on a pro rata basis on all Notes then outstanding. Notwithstanding the foregoing, individual Holders may
elect to extend the Maturity Date of their Notes, and any payment on the remaining Notes with original Maturity Dates shall not be deemed
a non-pro rata payment pursuant to this paragraph.


 


3. Except
as set forth herein, the terms of the Notes shall remain in full force and effect. Capitalized terms not otherwise defined herein shall
have the meanings set forth in the Notes. This Amendment may be signed in multiple counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date of the last signature of a Required Holder hereto.


 


REQUIRED
HOLDER


 


Required
Holder Name: __Required Holders____________________________


 


Signature:
___/s/ Required Holders_____________________________________


 


Name
of Authorized Signatory, if Entity: ________________________________


 


Title
of Authorized Signatory, if Entity: _________________________________


 


Name,
if Joint: __________________________________________


 


Signature,
if Joint Individuals: ______________________________


 


Date:
____________


 


EXTENSION
ELECTION:


 


By
signing below, you indicate that you are electing to extend the Maturity Date of your Note from February 28, 2023 to August 31, 2023,
with quarterly interest payments continuing at 12% until the new Maturity Date.


 


Signature:
_____________________________________________


 


Signature,
if Joint Individuals: ______________________________


 


Signature
Page to Amendment to 10% Subordinated Convertible Note


 




    	 



    	 



    

 


	INTELLINETICS, INC.	 
	 	 	 
	By:	/s/
James F. DeSocio	 
	Name:	James
    F. DeSocio	 
	Title:	President
    and CEO	 


 


Signature
Page to Amendment to 10% Subordinated Convertible Note