EXHIBIT
10.2


 


PLACEMENT
AGENT WARRANT


 


GLOBALWISE
INVESTMENTS, INC.


 


Warrant No. PA-_____


 


WARRANT
TO PURCHASE COMMON STOCK


 


VOID AFTER 5:00 P.M., EASTERN TIME,

ON THE EXPIRATION DATE


 


THIS WARRANT AND ANY SHARES ACQUIRED UPON
THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
OR AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION.


 


FOR VALUE RECEIVED, Globalwise
Investments, Inc., a Nevada corporation (the “Company”), hereby agrees to sell upon the terms
and on the conditions hereinafter set forth, at any time commencing on the date hereof but no later than 5:00 p.m., Eastern Time,
on March 6, 2017 (the “Expiration Date”), to _____________________, having an address at _______________,
or his, her or its registered assigns (the “Holder”), under the terms as hereinafter set forth, _______________
(_______) fully paid and non-assessable shares of the Company’s Common Stock, par value $0.001 per share (the “Common
Stock”), at a purchase price per share of twenty-four cents ($0.24) (the “Warrant
Price”), pursuant to the terms and conditions set forth in this warrant (this “Warrant”).
The number of shares of Common Stock issued upon exercise of this Warrant (“Warrant Shares”) and the
Warrant Price are subject to adjustment in certain events as hereinafter set forth. 


 


1.Exercise
of Warrant.


 


(a)The Holder may
exercise this Warrant according to the terms and conditions set forth herein by delivering to the Company, at the address set forth
in Section 11 prior to 5:00 p.m., Eastern Time, at any time prior to the Expiration Date (such date of exercise, the “Exercise
Date”) (i) this Warrant, (ii) the Subscription Form attached hereto as Exhibit A (the “Subscription
Form”) (having then been duly executed by the Holder), (iii) unless the Warrant is being exercised pursuant to a
Cashless Exercise (as defined below), cash, a certified check or a bank draft in payment of the purchase price, in lawful money
of the United States of America, for the number of Warrant Shares specified in the Subscription Form.


 


(b)This Warrant may
be exercised in whole or in part so long as any exercise in part hereof would not involve the issuance of fractional Warrant Shares.
If exercised in part, the Company shall deliver to the Holder a new Warrant, identical in form to this Warrant, in the name of
the Holder, evidencing the right to purchase the number of Warrant Shares as to which this Warrant has not been exercised, which
new Warrant shall be signed by the President or Chief Executive Officer of the Company. The term Warrant as used herein shall include
any subsequent Warrant issued as provided herein.


 


(c)Notwithstanding
any provisions herein to the contrary, in lieu of exercising this Warrant in the manner set forth in Section 1(a), the Holder may
elect to exercise this Warrant, or a portion hereof, and to pay for the Warrant Stock by way of cashless exercise (a “Cashless
Exercise”). If the Holder wishes to effect a cashless exercise, the Holder shall deliver the Exercise Notice duly
executed by such Holder or by such Holder’s duly authorized attorney, at the principal office of the Company, or at such
other office or agency as the Company may designate in writing prior to the date of such exercise, in which event the Company shall
issue to the Registered Holder the number of Warrant Shares computed according to the following equation:


 






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; where


 


X = the number of Warrant
Shares to be issued to the Registered Holder.


 


Y = the Warrant Shares
purchasable under this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant Shares being
exercised.


 


A = the Fair Market Value
(defined below) of one share of Common Stock on the Exercise Date.


 


B = the Exercise Price
(as adjusted pursuant to the provisions of this Warrant).


 


For purposes of this
Section 1(c), the “Fair Market Value” of one share of Common Stock on the Exercise Date shall have one of the following
meanings:


 


(1)if the Common
Stock is traded on a national securities exchange, the Fair Market Value shall be deemed to be the Closing Price on the trading
day preceding the Exercise Date. For the purposes of this Warrant, “Closing Price” means the closing sale price of
one share of Common Stock, as reported by Bloomberg; or


 


(2)if the Common
Stock is traded over-the-counter, the Fair Market Value shall be deemed to be the Closing Price on the trading day immediately
preceding the Exercise Date; or


 


(3)if neither (1)
nor (2) is applicable, the Fair Market Value shall be at the commercially reasonable price per share which the Company could obtain
on the Exercise Date from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company,
from authorized but unissued shares, as determined in good faith by the Company’s Board of Directors.


 


For illustration purposes
only, if this Warrant entitles the Holder the right to purchase 100,000 Warrant Shares and the Holder were to exercise this Warrant
for 50,000 Warrant Shares at a time when the Exercise Price per share was $1.00 and the Fair Market Value of each share of Common
Stock was $2.00 on the Exercise Date, as applicable, the cashless exercise calculation would be as follows:


 


X = 50,000 ($2.00-$1.00)


2.00


 


X = 25,000


 


Therefore, the number
of Warrant Shares to be issued to the Holder after giving effect to the cashless exercise would be 25,000 Warrant Shares and the
Company would issue the Holder a new Warrant to purchase 50,000 Warrant Shares, reflecting the portion of this Warrant not exercised
by the Holder. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
it is intended, understood and acknowledged that the Warrant Shares issued in the cashless exercise transaction described pursuant
to Section 1(c) shall be deemed to have been acquired by the Holder, and the holding period for the shares of Warrant Shares shall
be deemed to have commenced, on the date of the Holder’s acquisition of the Warrant.


 


(d)No fractional
Warrant Shares or scrip representing fractional Warrant Shares shall be issued upon the exercise of this Warrant. The Company shall
pay cash in lieu of such fractional Warrant Shares. The price of a fractional Warrant Share shall equal the product of (i) the
closing price of the Common Stock on the exchange or market on which the Common Stock is then traded (if the Common Stock is not
then publicly traded, then upon the fair market value per share of the Common Stock (as determined by the Company’s Board
of Directors)), and (ii) the applicable fraction.


 






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(e)In the event of
any exercise of the rights represented by this Warrant, a certificate or certificates for Warrant Shares so purchased, registered
in the name of the Holder on the stock transfer books of the Company, shall be delivered to the Holder within a reasonable time
after such rights shall have been so exercised. The person or entity in whose name any certificate for Warrant Shares is issued
upon exercise of the rights represented by this Warrant shall for all purposes be deemed to have become the holder of record of
such Warrant Shares immediately prior to the close of business on the date on which the Warrant was surrendered and payment of
the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if
the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be
deemed to have become the holder of such shares at the opening of business on the next succeeding date on which the Company’s
stock transfer books are open. Except as provided in Section 4 hereof, the Company shall pay any and all documentary stamp or similar
issue payable in respect of the issue or delivery of Warrant Shares on exercise of this Warrant.


 


(f)The Company will
not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms
hereof.


 


2.Disposition
of Warrant Shares and Warrant.


 


(a)The Holder hereby
acknowledges that: (i) this Warrant and any Warrant Shares purchased pursuant hereto are not being registered (A) under the Securities
Act of 1933 (the “Act”) on the ground that the issuance of this Warrant is exempt from registration under
Section 4(a)(2) of the Act as not involving any public offering, or (B) under any applicable state securities law because the issuance
of this Warrant does not involve any public offering; and (ii) that the Company’s reliance on the registration exemption
under Section 4(a)(2) of the Act and under applicable state securities laws is predicated in part on the representations hereby
made to the Company by the Holder. The Holder represents and warrants that he, she or it is acquiring this Warrant and will acquire
Warrant Shares for investment for his, her or its own account, with no present intention of dividing his, her or its participation
with others or reselling or otherwise distributing this Warrant or Warrant Shares.


 


(b)The Holder hereby
agrees that he, she or it will not sell, transfer, pledge or otherwise dispose of (collectively, “Transfer”)
all or any part of this Warrant and/or Warrant Shares unless and until he, she or it shall have first have given notice to the
Company describing such Transfer and furnished to the Company (i) a statement from the transferee, whereby the transferee represents
and warrants that he, she, or it is acquiring this Warrant and will acquire Warrant Shares, as applicable, for investment for his,
her or its own account, with no present intention of dividing his, her or its participation with others or reselling or otherwise
distributing this Warrant or Warrant Shares, as applicable, and either (ii) an opinion, reasonably satisfactory to counsel for
the Company, of counsel (competent in securities matters, selected by the Holder and reasonably satisfactory to the Company) to
the effect that the proposed Transfer may be made without registration under the Act and without registration or qualification
under any state law, or (iii) an interpretative letter from the U.S. Securities and Exchange Commission to the effect that no enforcement
action will be recommended if the proposed sale or transfer is made without registration under the Act.


 


(c)If, at the time
of issuance of Warrant Shares, no registration statement is in effect with respect to such shares under applicable provisions of
the Act, the Company may, at its election, require that (i) the Holder provide written reconfirmation of the Holder’s investment
intent to the Company, and (ii) any stock certificate evidencing Warrant Shares shall bear legends reading substantially as follows:


 


“THE SALE, TRANSFER, PLEDGE OR
OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE WARRANT PURSUANT
TO WHICH THESE SHARES WERE PURCHASED FROM THE COMPANY. COPIES OF SUCH RESTRICTIONS ARE ON FILE AT THE PRINCIPAL OFFICES OF THE
COMPANY. NO TRANSFER OF SUCH SHARES OR OF THIS CERTIFICATE (OR OF ANY SHARES OR OTHER SECURITIES (OR CERTIFICATES THEREFOR) ISSUED
IN EXCHANGE FOR OR IN RESPECT OF SUCH SHARES) SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS SET FORTH IN THE WARRANT
HAVE BEEN COMPLIED WITH.”


 






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“THE SHARES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED
OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR AN OPINION
OF COUNSEL SATISFACTORY TO THE ISSUER OF THIS CERTIFICATE THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.”


 


In addition, so long as the foregoing legend
may remain on any stock certificate evidencing Warrant Shares, the Company may maintain appropriate “stop transfer”
orders with respect to such certificates and the shares represented thereby on its books and records and with those to whom it
may delegate registrar and transfer functions.


 


3.Reservation
of Shares. The Company hereby agrees that at all times there shall be reserved for issuance upon the exercise of this Warrant
such number of shares of the Common Stock as shall be required for issuance upon exercise of this Warrant. The Company further
agrees that all Warrant Shares will be duly authorized and will, upon issuance and payment of the exercise price therefor, be validly
issued, fully paid and non-assessable, free from all taxes, liens, charges and encumbrances with respect to the issuance thereof,
other than taxes, if any, in respect of any transfer occurring contemporaneously with such issuance and other than transfer restrictions
imposed by federal and state securities laws.


 


Except and to the extent
as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate
or articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale
of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be
necessary or appropriate to protect the rights of Holder as set forth in this Warrant. Without limiting the generality of the foregoing,
the Company will (a) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately
prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may
validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and (c) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction
thereof as may be necessary to enable the Company to perform its obligations under this Warrant.


 


Before taking any action
which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price,
the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public
regulatory body or bodies having jurisdiction thereof.


 


4.Exchange,
Transfer or Assignment of Warrant. Subject to Section 2, this Warrant is exchangeable, without expense, at the option of
the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other
Warrants of the Company (“Warrants”) of different denominations, entitling the Holder or Holders thereof
to purchase in the aggregate the same number of Warrant Shares purchasable hereunder. Subject to Section 2, upon surrender of this
Warrant to the Company or at the office of its stock transfer agent, if any, together with (a) the Assignment Form attached hereto
as Exhibit B (the “Assignment Form”) duly executed, (b) an opinion of counsel to the Holder (if
required by the Company), in a form reasonably acceptable to the Company, that registration under the Securities Act is not required,
and (c) funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the name
of the assignee named in the Assignment Form and this Warrant shall promptly be canceled. Subject to Section 2, this Warrant may
be divided or combined with other Warrants that carry the same rights upon presentation hereof at the office of the Company or
at the office of its stock transfer agent, if any, together with a written notice specifying the names and denominations in which
new Warrants are to be issued and signed by the Holder hereof.


 






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5.Capital
Adjustments. This Warrant is subject to the following further provisions:


 


(a)Adjustment
Upon Issuance of Common Stock. If and whenever on or after the date hereof, the Company issues or sells any shares of Common
Stock or securities convertible into Common Stock, other than an Exempt Issuance (as defined below), for a consideration per share
of Common Stock (the “New Issuance Price”) less than a price equal to the current Warrant Price (subject
to appropriate adjustment for any stock dividend, stock split, stock combination, reclassification or similar transaction after
the date hereof) (a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Warrant
Price then in effect shall be reduced to an amount equal to the New Issuance Price. For purposes of this Warrant, “Exempt
Issuance” shall mean the issuance of (a) shares of Common Stock or options to employees, officers, directors, or
consultants of the Company pursuant to any stock or option plan duly adopted for such purpose by a majority of the non-employee
members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors, provided,
however, that the total number of shares issuable pursuant to such stock or option plans shall not exceed 10% of the total shares
issued and outstanding of the Company as of the date of issuance of this Warrant, (b) securities upon the exercise or exchange
of or conversion of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into
shares of Common Stock issued and outstanding on the date of this Warrant, provided that such securities have not been amended
since the date of this Warrant to increase the number of such securities or to decrease the exercise, exchange or conversion price
of such securities; and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the
disinterested directors of the Company, provided that any such issuance shall only be to a person which is either an owner of,
or an entity that is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the
Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction
in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business
is investing in securities. In the interest of clarity, the Holder and the Company agree that Exempt Issuance shall include the
exercise of each of the A. Michael Chretien Warrant (as defined below) and the Matthew L. Chretien Warrant (as defined below).
On February 15, 2013, the Company and A. Michael Chretien, a member of the Board of Directors of the Company, entered into a return
to treasury agreement dated February 15, 2013, whereby A. Michael Chretien returned 3,500,000 shares of common stock of the Company,
par value $0.001 per share to the Company. As consideration for A. Michael Chretien returning to treasury 3,5000,000 shares of
Common Stock he owns, the Company issued one four-year warrant to A. Michael Chretien with a right to purchase 3,500,000 shares
of Common Stock at $0.001 per share within four-years of the shareholders of the Company increasing the number of authorized shares
of Common Stock of the Company (the “A. Michael Chretien Warrant”). On February 15, 2013, the Company and Matthew L.
Chretien, a member of the Board of Directors of the Company, entered into a return to treasury agreement dated February 15, 2013,
whereby Matthew L. Chretien returned 3,500,000 shares of common stock of the Company, par value $0.001 per share to the Company.
As consideration for Matthew L. Chretien returning to treasury 3,5000,000 shares of Common Stock he owns, the Company issued one
four-year warrant to Matthew Chretien with a right to purchase 3,500,000 shares of Common Stock at $0.001 per share within four-years
of the shareholders of the Company increasing the number of authorized shares of Common Stock of the Company (the “Matthew
L. Chretien Warrant”).


 






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(b)Recapitalization,
Reclassification and Succession. If any recapitalization of the Company or reclassification of its Common Stock or any merger
or consolidation of the Company into or with a corporation or other business entity, or the sale or transfer of all or substantially
all of the Company’s assets or of any successor corporation’s assets to any other corporation or business entity (any
such corporation or other business entity being included within the meaning of the term “successor corporation”) shall
be effected, at any time while this Warrant remains outstanding and unexpired, then, as a condition of such recapitalization, reclassification,
merger, consolidation, sale or transfer, lawful and adequate provision shall be made whereby the Holder of this Warrant thereafter
shall have the right to receive upon the exercise hereof as provided in Section 1 and in lieu of the Warrant Shares immediately
theretofore issuable upon the exercise of this Warrant, such shares of capital stock, securities or other property as may be issued
or payable with respect to or in exchange for the number of outstanding shares of Common Stock equal to the number of Warrant Shares
immediately theretofore issuable upon the exercise of this Warrant had such recapitalization, reclassification, merger, consolidation,
sale or transfer not taken place, and in each such case, the terms of this Warrant shall be applicable to the shares of stock or
other securities or property receivable upon the exercise of this Warrant after such consummation.


 


(c)Subdivision
or Combination of Shares. If the Company at any time while this Warrant remains outstanding and unexpired shall subdivide or
combine its Common Stock, the number of Warrant Shares purchasable upon exercise of this Warrant shall be proportionately adjusted.


 


(d)Stock Dividends
and Distributions. If the Company at any time while this Warrant is outstanding and unexpired shall issue or pay the holders
of its Common Stock, or take a record of the holders of its Common Stock for the purpose of entitling them to receive, a dividend
payable in, or other distribution of, Common Stock, then the number of Warrant Shares purchasable upon exercise of this Warrant
shall be adjusted to the number of shares of Common Stock that Holder would have owned immediately following such action had this
Warrant been exercised immediately prior thereto.


 


(e)Price Adjustments.
Whenever the number of Warrant Shares purchasable upon exercise of this Warrant is adjusted pursuant to Sections 5(b), 5(c) or
5(d), the then applicable Warrant Price shall be proportionately adjusted.


 


(f)Certain Shares
Excluded. The number of shares of Common Stock outstanding at any given time for purposes of the adjustments set forth in this
Section 5 shall exclude any shares then directly or indirectly held in the treasury of the Company.


 


(g)Deferral and
Cumulation of De Minimis Adjustments. The Company shall not be required to make any adjustment pursuant to this Section 5 if
the amount of such adjustment would be less than one percent (1%) of the Warrant Price in effect immediately before the event that
would otherwise have given rise to such adjustment. In such case, however, any adjustment that would otherwise have been required
to be made shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment or
adjustments so carried forward, shall amount to not less than one percent (1%) of the Warrant Price in effect immediately before
the event giving rise to such next subsequent adjustment. All calculations under this Section 5 shall be made to the nearest cent
or to the nearest one-hundredth of a share, as the case may be, but in no event shall the Company be obligated to issue fractional
Warrant Shares or fractional portions of any securities upon the exercise of the Warrant.


 


(h)Duration of
Adjustment. Following each computation or readjustment as provided in this Section 5, the new adjusted Warrant Price and number
of Warrant Shares purchasable upon exercise of this Warrant shall remain in effect until a further computation or readjustment
thereof is required.


 


(i)Notwithstanding
any other provision, the Company shall have the right to increase the number of authorized shares and outstanding shares without
the Holder receiving any additional Warrant or Warrant Shares as a result thereof.


 


6.Limitation
on Exercises. The Company shall not affect the exercise of this Warrant, and the Holder shall not have the right to exercise
this Warrant, to the extent that after giving effect to such exercise, the Holder (together with such Holder’s affiliates)
would beneficially own in excess of 4.99% of the shares of Common Stock outstanding immediately after giving effect to such exercise.
For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and its
affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the
determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) exercise
of the remaining, unexercised portion of this Warrant beneficially owned by such Holder and its affiliates and (B) exercise or
conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and
its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation
on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes
of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended. To the extent that the limitation contained in this Section 6 applies, the determination of whether this Warrant
is exercisable (in relation to other securities owned by the Holder together with any affiliate) and of which portion of this Warrant
is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be
the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together
with any affiliate) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation,
and the Company shall have no obligation to verify or confirm the accuracy of the determination. For purposes of this Warrant,
in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common
Stock as reflected in (1) the Company's most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with
the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) any other
notice by the Company setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written
or oral request of the Holder, the Company shall within one (1) business day confirm orally and in writing to the Holder the number
of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after
giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and its affiliates
since the date as of which such number of outstanding shares of Common Stock was reported. The restriction described in this Section
6 may be waived, in whole or in part, upon sixty-one (61) days prior written notice from the Holder to the Company to increase
such percentage up to 9.99%, but not in excess of 9.99%. The provisions of this paragraph shall be construed
and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this paragraph (or
any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or
to make changes or supplements necessary or desirable to properly give effect to such limitation.


 






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7.Notice
to Holders.


 


(a)Notice of Record
Date. In case:


 


(i)the
Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable upon the exercise
of this Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividend payable out of earned surplus
of the Company) or other distribution, or any right to subscribe for or purchase any shares of stock of any class or any other
securities, or to receive any other right;


 


(ii)of
any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation with or
merger of the Company into another corporation, or any conveyance of all or substantially all of the assets of the Company to another
corporation; or


 


(iii)of
any voluntary dissolution, liquidation or winding-up of the Company;


 


then, and in each such case, the Company
will mail or cause to be mailed to the Holder hereof at the time outstanding a notice specifying, as the case may be, (i) the date
on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character
of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger,
conveyance, dissolution, liquidation or winding-up is to take place, and the time, if any, is to be fixed, as of which the holders
of record of Common Stock (or such stock or securities at the time receivable upon the exercise of this Warrant) shall be entitled
to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, conveyance, dissolution or winding-up. Such notice shall be mailed
at least ten (10) calendar days prior to the record date therein specified, or if no record date shall have been specified therein,
at least ten (10) days prior to such specified date.


 






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(b)Certificate
of Adjustment. Whenever any adjustment shall be made pursuant to Section 5 hereof, the Company shall promptly make a certificate
signed by its Chairman, Chief Executive Officer, President, Vice President, Chief Financial Officer or Treasurer, setting forth
in reasonable detail the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was
calculated and the Warrant Price and number of shares of Warrant Stock purchasable upon exercise of this Warrant after giving
effect to such adjustment, and shall promptly cause copies of such certificates to be mailed (by first class mail, postage prepaid)
to the Holder of this Warrant.


 


8.Loss, Theft,
Destruction or Mutilation. Upon receipt by the Company of evidence satisfactory to it, in the exercise of its reasonable
discretion, of the ownership and the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or
destruction, of indemnity reasonably satisfactory to the Company and, in the case of mutilation, upon surrender and cancellation
thereof, the Company will execute and deliver in lieu thereof, without expense to the Holder, a new Warrant of like tenor dated
the date hereof.


 


9.Warrant
Holder Not a Stockholder. The Holder of this Warrant, as such, shall not be entitled by reason of this Warrant to any rights
whatsoever as a stockholder of the Company, including but not limited to voting rights. No provision hereof, in the absence of
any affirmative action by Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or
privileges of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder
of the Company, whether such liability is asserted by the Company or by creditors of the Company.


 


10.Registration
Rights. The Company shall include the Warrant Shares in any registration statement the Company files with the Securities
and Exchange Commission during the time the Warrant remains outstanding. The Warrant Shares shall
also be entitled to the registration rights provided by the Company pursuant to the securities purchase agreement, dated as of
March 6, 2013, by and among the Company and the purchaser signatories thereto.


 


11.Notices.
Any notice provided for in this Warrant must be in writing and must be either personally delivered, mailed by first class mail
(postage prepaid and return receipt requested), or sent by reputable overnight courier service (charges prepaid) to the recipient
at the address below indicated:


 


If to the Company:


 


Globalwise Investments, Inc.


2190 Dividend Drive,


Columbus, OH 43228


Attention: William “BJ” Santiago


President and Chief Executive Officer





 


If to the Holder:


 


To the address of such
Holder set forth on the books and records of the Company.


 


or such other address
or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party.
Any notice under this Warrant will be deemed to have been given (a) if personally delivered, upon such delivery, (b) if mailed,
five days after deposit in the U.S. mail, or (c) if sent by reputable overnight courier service, one business day after such services
acknowledges receipt of the notice.


 






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12.Choice
of Law. THIS WARRANT IS ISSUED UNDER AND SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF OHIO, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW RULES.


 


13.Submission
to Jurisdiction. EACH OF THE HOLDER AND THE COMPANY SUBMITS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN
THE COUNTY OF FRANKLIN, STATE OF OHIO, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT AND AGREES THAT ALL
CLAIMS IN RESPECT OF THE ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. EACH OF THE HOLDER AND THE COMPANY
ALSO AGREE NOT TO BRING ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT IN ANY OTHER COURT. EACH OF THE PARTIES
WAIVES ANY DEFENSE OF INCONVENIENT FORUM TO THE MAINTENANCE OF ANY ACTION OR PROCEEDING SO BROUGHT AND WAIVES ANY BOND, SURETY,
OR OTHER SECURITY THAT MIGHT BE REQUIRED OF ANY OTHER PARTY WITH RESPECT THERETO.


 


14.Warrant
Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered
Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and
for all other purposes, absent actual notice to the contrary.


 


15.Miscellaneous.


 


(a)Remedies.
Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to
specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert
the defense in any action for specific performance that a remedy at law would be adequate.


 


(b)Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure
to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder. The provisions
of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by
any such Holder or holder of Warrant Shares.


 


(c)Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.


 


(d)Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions
of this Warrant.


 




    	9



    	 



    

 


 


IN WITNESS WHEREOF, the Company has duly
caused this Warrant to be signed on its behalf, in its corporate name and by a duly authorized officer, as of this 6th day of March,
2013.


 


 





	 	GLOBALWISE INVESTMENTS, INC.
	 	 
	 	By: 	 
	 	 	William J. Santiago

President and Chief Executive Officer







 



    	10



    	 



    

 


EXHIBIT A


 


SUBSCRIPTION
FORM


 


Globalwise Investments, Inc.


2190 Dividend Drive,


Columbus, OH 43228


Attention: William “BJ” Santiago


President and Chief Executive Officer


 


		1)	The undersigned hereby elects to purchase ______________ shares of Warrant Stock of Globalwise
Investments, Inc., a Nevada corporation, pursuant to the terms of the attached Warrant to Purchase Common Stock, and tenders herewith
payment of the exercise price in full, together with all applicable transfer taxes, if any.



 


		2)	Payment shall take the form of (check applicable box):



 


 ̈in
lawful money of the United States; 


 


 ̈the
cancellation of __________ Warrant Shares in order to exercise this Warrant with respect to ____________ Warrant Shares (using
a Fair Market Value of $______ for this calculation), in accordance with the formula and procedure set forth in Section 1(c) of
the Warrant; or


 


 ̈the
cancellation of such number of Warrant Shares as is necessary, in accordance with the formula and procedure set forth in Section
1(c) of the Warrant, to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to a cashless
exercise. 


 


		3)	Please issue a certificate or certificates representing said shares of Warrant Stock in the name
of the undersigned or in such other name as is specified below:



 


 





 


The shares of Warrant
Stock shall be delivered to the following DWAC Account Number, if permitted, or by physical delivery of a certificate to:


  





 


 


 


 







 


		4)	if such number of shares of Common Stock shall not be all the shares receivable upon exercise of
the attached Warrant, requests that a new Warrant for the balance of the shares covered by the attached Warrant be registered in
the name of, and delivered to:



  





 


 


 


 




 


		5)	In lieu of receipt of a fractional share of Common Stock, the undersigned will receive a check
representing payment therefor.



 






    	A-1



    	 



    



 


	 	 	 	 	 	 
	Dated:		 	 		 
	 		 	 	PRINT WARRANT HOLDER NAME



	 
	 		 	 		 
	 	 	 	 	 	 
	 	 	 	 	Name:



	 
	 	 	 	 	Title:



	 
	 	 	 	 	 	 
	Witness:	 	 	 	 	 
	 	 	 	 	 	 





 



    	 



    	 



    

 


EXHIBIT B


 


ASSIGNMENT
FORM


 


Globalwise Investments, Inc.


2190 Dividend Drive,


Columbus, OH 43228


Attention: William “BJ” Santiago


President and Chief Executive Officer


 


 


FOR VALUE RECEIVED,                                                                                                     hereby
sells, assigns and transfers unto


 


(Please print assignee’s name, address
and Social Security/Tax Identification Number)


 


________________________________________________


 


________________________________________________


 


________________________________________________


 


the right to purchase shares of common
stock, par value $0.001 per share, of Globalwise Investments, Inc., a Nevada corporation (the “Company”),
represented by this Warrant to the extent of shares as to which such right is exercisable and does hereby irrevocably constitute
and appoint ____________________________, Attorney, to transfer the same on the books of the Company with full power of substitution
in the premises.


 





	 	 	 	 	 	 
	Dated:		 	 		 
	 		 	 	PRINT WARRANT HOLDER NAME



	 
	 		 	 		 
	 	 	 	 	 	 
	 	 	 	 	Name:



	 
	 	 	 	 	Title:



	 
	 	 	 	 	 	 
	Witness:	 	 	 	 	 
	 	 	 	 	 	 


   








    	B-1