GlobalWise (GWIV) 8-K and Entry into a Material Definitive Agreement

Entry into a Material Definitive Agreement, Creation of a Direct Finan

Item 1.01. Entry into a Material Definitive Agreement.

On August 16, 2012, Intellinetics, Inc. (“Intellinetics”), the operating subsidiary of Globalwise Investments, Inc. and Alpharion Capital Partners (“Alpharion”) entered into a promissory note combination #1 agreement dated August 16, 2012, (the “Note Combination #1”) combining Alpharion Note #2, Alpharion Note #5, Alpharion Note #9, Alpharion Note #10, and Alpharion Note #11, (all such notes are hereinafter defined) with an aggregate principal amount of $118,556.39 and extending the due date of all such notes until September 30, 2012, without changing any other terms, The Note Combination #1 is filed as Exhibit 10.1 to this Current Report on Form 8-K. The summary of the terms of the Note Combination #1 contained herein is qualified in its entirety by reference such Exhibit 10.1.

On October 7, 2011, Intellinetics and Alpharion entered into a promissory note and subscription agreement dated October 7, 2011, in the principal amount of $7,500, at an interest rate of 3.25% (the “Alpharion Note #2”). The Alpharion Note #2 was due one hundred and eighty days from October 7, 2011. All past-due principal and accrued and past-due interest on the Alpharion Note #1 shall bear interest until paid at the rate of 3.25%. Pursuant to the Alpharion Note #2, the Company made certain customary representations, warranties and covenants. Payment of indebtedness under the Alpharion Note #2 may be accelerated upon a default in payment or in any of the terms, covenants, agreements, conditions or provisions of the Alpharion Note #2, if not cured pursuant to the terms therein, or in the event of any insolvency or bankruptcy of Intellinetics. The Alpharion Note #2 is filed as Exhibit 10.2 to this Current Report on Form 8-K. The summary of the terms of the Alpharion Note #2 contained herein is qualified in its entirety by reference such Exhibit 10.2.

On March 4, 2012, Intellinetics and Alpharion entered into a promissory note extension agreement dated March 4, 2012 (the “March 4, 2012 Extension Agreement”) extending the Alpharion Note #2 to a due date that is two hundred and seventy days from the October 7, 2011. All other provisions of Alpharion Note #2 were unchanged. The March 4, 2012 Extension Agreement is filed as Exhibit 10.3 to this Current Report on Form 8-K. The summary of the terms of the March 4, 2012 Extension Agreement contained herein is qualified in its entirety by reference such Exhibit 10.3.

On July 2, 2012, Intellinetics and Alpharion entered into a promissory note second extension agreement dated July 2, 2012 (the “July 2, 2012 Second Extension Agreement”) extending the Alpharion Note #2 to a due date that is three hundred fifteen days from the October 7, 2011. All other provisions of Alpharion Note #2 were unchanged. The July 2, 2012 Second Extension Agreement is filed as Exhibit 10.4 to this Current Report on Form 8-K. The summary of the terms of the July 2, 2012 Second Extension Agreement contained herein is qualified in its entirety by reference such Exhibit 10.4.

On November 21, 2011, Intellinetics and Alpharion entered into a promissory note and subscription agreement dated November 21, 2011, in the principal amount of $37,500, at an interest rate of 3.25% (the “Alpharion Note #5”). The Alpharion Note #5 was due one hundred and eighty days from November 21, 2011. All past-due principal and accrued and past-due interest on the Alpharion Note #5 shall bear interest until paid at the rate of 3.25%. Pursuant to the Alpharion Note #5, the Company made certain customary representations, warranties and covenants. Payment of indebtedness under the Alpharion Note #5 may be accelerated upon a default in payment or in any of the terms, covenants, agreements, conditions or provisions of the Alpharion Note #5, if not cured pursuant to the terms therein, or in the event of any insolvency or bankruptcy of Intellinetics. The Alpharion Note #5 is filed as Exhibit 10.5 to this Current Report on Form 8-K. The summary of the terms of the Alpharion Note #5 contained herein is qualified in its entirety by reference such Exhibit 10.5.

On May 13, 2012, Intellinetics and Alpharion entered into a promissory note extension agreement dated May 13,, 2012 (the “May 13, 2012 Extension Agreement”) extending the Alpharion Note #5 to a due date that is two hundred and seventy days from the November 21, 2011. All other provisions of Alpharion Note #5 were unchanged. The May 13, 2012 Extension Agreement is filed as Exhibit 10.6 to this Current Report on Form 8-K. The summary of the terms of the May 13, 2012 Extension Agreement contained herein is qualified in its entirety by reference such Exhibit 10.6.

On January 4, 2012, Intellinetics and Alpharion entered into a promissory note and subscription agreement dated January 4, 2012, in the principal amount of $13,556.39, at an interest rate of 3.25% (the “Alpharion Note #9”). The Alpharion Note #9 was due one hundred and eighty days from January 4, 2012. All past-due principal and accrued and past-due interest on the Alpharion Note #9 shall bear interest until paid at the rate of 3.25%. Pursuant to the Alpharion Note #9, the Company made certain customary representations, warranties and covenants. Payment of indebtedness under the Alpharion Note #9 may be accelerated upon a default in payment or in any of the terms, covenants, agreements, conditions or provisions of the Alpharion Note #9, if not cured pursuant to the terms therein, or in the event of any insolvency or bankruptcy of Intellinetics. The Alpharion Note #9 is filed as Exhibit 10.7 to this Current Report on Form 8-K. The summary of the terms of the Alpharion Note #9 contained herein is qualified in its entirety by reference such Exhibit 10.7.

On July 1, 2012, Intellinetics and Alpharion entered into a promissory note extension agreement dated July 1, 2012 (the “July 1, 2012 Extension Agreement”) extending the Alpharion Note #9 to a due date that is two hundred and twenty five days from the January 4, 2011. All other provisions of Alpharion Note #9 were unchanged. The July 1, 2012 Extension Agreement is filed as Exhibit 10.8 to this Current Report on Form 8-K. The summary of the terms of the July 1, 2012 Extension Agreement contained herein is qualified in its entirety by reference such Exhibit 10.8.

On January 9, 2012, Intellinetics and Alpharion entered into a promissory note and subscription agreement dated January 9, 2012, in the principal amount of $10,000, at an interest rate of 3.25% (the “Alpharion Note #10”). The Alpharion Note #10 was due one hundred and eighty days from January 9, 2012. All past-due principal and accrued and past-due interest on the Alpharion Note #10 shall bear interest until paid at the rate of 3.25%. Pursuant to the Alpharion Note #10, the Company made certain customary representations, warranties and covenants. Payment of indebtedness under the Alpharion Note #10 may be accelerated upon a default in payment or in any of the terms, covenants, agreements, conditions or provisions of the Alpharion Note #10, if not cured pursuant to the terms therein, or in the event of any insolvency or bankruptcy of Intellinetics. The Alpharion Note #10 is filed as Exhibit 10.9 to this Current Report on Form 8-K. The summary of the terms of the Alpharion Note #9 contained herein is qualified in its entirety by reference such Exhibit 10.9.

On July 6, 2012, Intellinetics and Alpharion entered into a promissory note extension agreement dated July 6, 2012 (the “July 6, 2012 Extension Agreement”) extending the Alpharion Note #10 to a due date that is two hundred and twenty five days from the January 6, 2011. All other provisions of Alpharion Note #10 were unchanged. The July 6, 2012 Extension Agreement is filed as Exhibit 10.10 to this Current Report on Form 8-K. The summary of the terms of the July 6, 2012 Extension Agreement contained herein is qualified in its entirety by reference such Exhibit 10.10.

On January 19, 2012, Intellinetics and Alpharion entered into a promissory note and subscription agreement dated January 19, 2012, in the principal amount of $50,000, at an interest rate of 3.25% (the “Alpharion Note #11”). The Alpharion Note #11 was due one hundred and eighty days from January 19, 2012. All past-due principal and accrued and past-due interest on the Alpharion Note #11 shall bear interest until paid at the rate of 3.25%. Pursuant to the Alpharion Note #10, the Company made certain customary representations, warranties and covenants. Payment of indebtedness under the Alpharion Note #11 may be accelerated upon a default in payment or in any of the terms, covenants, agreements, conditions or provisions of the Alpharion Note #11, if not cured pursuant to the terms therein, or in the event of any insolvency or bankruptcy of Intellinetics. The Alpharion Note #11 is filed as Exhibit 10.11 to this Current Report on Form 8-K. The summary of the terms of the Alpharion Note #9 contained herein is qualified in its entirety by reference such Exhibit 10.11.

On July 16, 2012, Intellinetics and Alpharion entered into a promissory note extension agreement dated July 16, 2012 (the “July 16, 2012 Extension Agreement”) extending the Alpharion Note #11 to a due date that is two hundred and twenty five days from the January 16, 2011. All other provisions of Alpharion Note #11 were unchanged. The July 16, 2012 Extension Agreement is filed as Exhibit 10.12 to this Current Report on Form 8-K. The summary of the . . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On August 16, 2012, Intellinetics and Alpharion entered into the Note Combination #1. The terms of the Note Combination #1 are described in Item 1.01 of this Current Report on Form 8-K, which description is incorporated herein by reference.

On September 2, 2012, Intellinetics and Alpharion entered into the Note Combination #2. The terms of the Note Combination #2 are described in Item 1.01 of this Current Report on Form 8-K, which description is incorporated herein by reference.

On September 2, 2012, Intellinetics and Alpharion entered into the Note Combination #3. The terms of the Note Combination #3 are described in Item 1.01 of this Current Report on Form 8-K, which description is incorporated herein by reference.

On September 2, 2012, Intellinetics and Alpharion entered into the Note Combination #4. The terms of the Note Combination #4 are described in Item 1.01 of this Current Report on Form 8-K, which description is incorporated herein by reference.

On September 2, 2012, Intellinetics and Alpharion entered into the Note Combination #5. The terms of the Note Combination #5 are described in Item 1.01 of this Current Report on Form 8-K, which description is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Name of Exhibit

10.1* Promissory note combination #1 agreement dated August 16, 2012, by and
among Intellinetics and Alpharion combining Alpharion Note #2, Alpharion
Note #5, Alpharion Note #9, Alpharion Note #10, and Alpharion Note #11,
with an aggregate principal amount of $118,556.39 and extending the due
date of all such notes until September 30, 2012.
10.2* Promissory note and subscription agreement dated October 7, 2011, by and
among Intellinetics and Alpharion in the principal amount of $7,500.
10.3* Promissory note extension agreement dated March 4, 2012 by and among
Intellinetics and Alpharion.
10.4* Promissory note second extension agreement dated July 2, 2012 by and
among Intellinetics and Alpharion.
10.5* Promissory note and subscription agreement dated November 21, 2011, by
and among Intellinetics and Alpharion in the principal amount of
$37,500.
10.6* Promissory note extension agreement dated May 13,, 2012 by and among
Intellinetics and Alpharion.
10.7* Promissory note and subscription agreement dated January 4, 2012, by and
among Intellinetics and Alpharion in the principal amount of
$13,556.39.
10.8* Promissory note extension agreement dated July 1, 2012 by and among
Intellinetics and Alpharion.
10.9* Promissory note and subscription agreement dated January 9, 2012, by
and among Intellinetics and Alpharion in the principal amount of
$10,000, at an interest rate of 3.25%.
10.10* Promissory note extension agreement dated July 6, 2012 by and among
Intellinetics and Alpharion.
10.11* Promissory note and subscription agreement dated January 19, 2012, by
and among Intellinetics and Alpharion in the principal amount of
$50,000.
10.12* Promissory note extension agreement dated July 16, 2012 by and among
Intellinetics and Alpharion.
10.13* Promissory note combination #2 agreement dated September 2, 2012, (the
“Note Combination #2”) by and among Intellinetics and Alpharion
combining Alpharion Note #1, Alpharion Note #3, Alpharion Note #7, and
Alpharion Note #15 with an aggregate principal amount of $115,000 and
extending the due date of all such notes until November 16, 2012.
10.14* Promissory note and subscription agreement dated September 8, 2011, in
the principal amount of $17,500, by and among Intellinetics and
Alpharion.
10.15* Promissory note extension agreement dated March 6, 2012 by and among
Intellinetics and Alpharion.
10.16* Promissory note and subscription agreement dated November 1, 2011, in
the principal amount of $7,500,. by and among Intellinetics and
Alpharion
10.17* Promissory note extension agreement dated May 7, 2012 by and among
Intellinetics and Alpharion.
10.18* Promissory note second extension agreement dated July 27, 2012 by and
among Intellinetics and Alpharion.
10.19* Promissory note and subscription agreement dated December 7, 2011, in
the principal amount of $80,000, by and among Intellinetics and
Alpharion.
10.20* Promissory note extension agreement dated June 4, 2012 by and among
Intellinetics and Alpharion.
10.21* Promissory note and subscription agreement dated February 14, 2012, in
the principal amount of $10,000, by and among Intellinetics and
Alpharion.
10.22* Promissory note extension agreement dated August 11, 2012 by and among
Intellinetics and Alpharion.
10.23* Promissory note combination #3 agreement dated September 2, 2012, (the
“Note Combination #3”) by and among Intellinetics and Alpharion
combining Alpharion Note #8, Alpharion Note #18, with an aggregate
principal amount of $119,000 and extending the due date of all such
notes until November 16, 2012.
10.24* Promissory note and subscription agreement dated December 9, 2011, in
the principal amount of $15,000, by and among Intellinetics and
Alpharion.
10.25* Promissory note extension agreement dated June 6, 2012 by and among
Intellinetics and Alpharion.
10.26* Promissory note and subscription agreement dated March 9, 2012, in the
principal amount of $104,000, by and among Intellinetics and Alpharion.
10.27* Promissory note combination #4 agreement dated September 2, 2012, (the
“Note Combination #4”) by and among Intellinetics and Alpharion
combining Alpharion Note #12, Alpharion Note #14, Alpharion Note #19,
and Alpharion Note #20 with an aggregate principal amount of $111,500.
10.28* Promissory note and subscription agreement dated January 27, 2012, in
the principal amount of $5,000, by and among Intellinetics and
Alpharion.

10.29* Promissory note extension agreement dated July 24, 2012 by and among
Intellinetics and Alpharion.
10.30* Promissory note and subscription agreement dated February 10, 2012, in
the principal amount of $85,000,. by and among Intellinetics and
Alpharion.
10.31* Promissory note extension agreement dated July 24, 2012 by and among
Intellinetics and Alpharion.
10.32* Promissory note and subscription agreement dated March 14, 2011, in the
principal amount of $15,000, by and among Intellinetics and Alpharion.
10.33* Promissory note and subscription agreement dated March 15, 2011, in the
principal amount of $6,500, by and among Intellinetics and Alpharion.
10.34* Promissory note combination #5 agreement dated September 2, 2012, by and
among Intellinetics and Alpharion.
10.35* Promissory note and subscription agreement dated January 31, 2012, in
the principal amount of $35,000, by and among Intellinetics and
Alpharion.
10.36* Promissory note extension agreement dated July 28, 2012 by and among
Intellinetics and Alpharion.
10.37* Promissory note and subscription agreement dated February 15, 2012, by
and among Intellinetics and Alpharion.
10.38* Promissory note extension agreement dated August 12, 2012 by and among
Intellinetics and Alpharion.