ASSIGNMENT AND ASSUMPTION AGREEMENT
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.
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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]
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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/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: President and CEO
Globalwise Investments, Inc.
/s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: President and CEO
Consented and Agreed:
/s/ Xxxx Xxxxxx
Alpharion Capital Partners, Inc., as Lender
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