crwgex101.htm


    
      

      

    

     

    Exhibit
10.1

    
 

    WEBSITE
AND DOMAIN NAME

    ACQUISITION
AND TRANSFER AGREEMENT

    


    This
Website and Domain Name Acquisition and Transfer Agreement (“Agreement”) is made and
entered into as of November 4, 2009, by and between, EnzoTen Media Inc., located
at, 103 Kloss Drive, Apt B, Lancaster, PA 17603  (the “Seller”) and CrowdGather, Inc.
located at 20300 Ventura Boulevard, Suite 330, Woodland Hills,
CA  91364 (the “Buyer”) (each a “Party” or “Parties”).

     

    WHEREAS,
the Seller operates a certain online forum communities located at the urls as
set forth on Exhibit
A (“Domain
Names”);

     

     

    WHEREAS,
the Buyer desires to purchase and the Seller desires to sell the Domain Names on
the terms and subject to the conditions of this Agreement;

     

     

    NOW
THEREFORE, in consideration of the mutual covenants, terms and conditions
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged it is hereby agreed by and
between the parties as follows:

     

    
      	
               
      

            	
              1.

            	
              Sale,
      Assignment and Transfer.  Subject to
      the provisions of this Agreement, Buyer agrees to purchase, and Seller
      agrees to sell, all Seller's rights, title and interest, to: a) the
      completed websites as represented by Seller (the “Websites”), including,
      any and all associated software used in building the Websites and Website
      users lists and Website data bases containing any Website user or Website
      information; b) Domain Names; c) name registrations; d) any goodwill
      symbolized thereby; and e) and all rights to sue for past infringement, if
      any, and to receive any recoveries therefore, all as set forth on Exhibit A,
      hereto and incorporated herein by this reference (the “Purchased Assets”).
      Seller hereby sells, assigns, conveys and transfers to Buyer and Buyer
      hereby accepts, all of Seller's right, title and interest including but
      not limited to all of Seller's common law rights in and to the Purchased
      Assets. In addition, Seller hereby sells, assigns, conveys and transfers
      to Buyer all data, programming code, user or customer lists, moderator
      contact information and all other information as it pertains to the
      operation of the Websites listed on Exhibit A.
      Except as otherwise expressly set forth in Exhibit B
      attached hereto, the Buyer does not assume any liabilities associated with
      the business associated with the Websites and Domain Names (“Business”).

            


    

    


    
      	
               
      

            	
              2.

            	
              Purchase
      Price and Costs of Transfer.  The purchase price for the
      Purchased Assets shall be Two Hundred Sixty Four Thousand Dollars ($264,
      000), which shall consist of One Hundred Thirty Four Thousand Dollars
      ($134,000) (“Cash”) payable to Seller
      as specified below and One Hundred Thirty Thousand Dollars ($130,000)
      payable to Seller in One Hundred Four Thousand (104,000) shares of the
      Buyer’s common stock (“Shares”) (the Cash and
      the Shares shall collectively be referred to as the “Purchase Price”). The
      value of One Hundred Thirty Thousand Dollars ($130,000) for the Shares was
      calculated based on a closing price of the Buyer’s common stock of $1.25
      per share as of November 2, 2009. The Shares shall be issued to Seller
      within ten (10) days of the Closing (as defined below) subject to
      compliance with the applicable federal and state securities
      laws.  Buyer shall pay Fifty Thousand Dollars ($50,000) of the
      Cash (“Initial
      Payment”) to Seller and closing costs for Escrow.com (as defined
      below) on Closing pursuant to Section 5 of this Agreement. Buyer shall pay
      the balance of the Cash to Seller in twelve equal installments of Seven
      Thousand Dollars ($7,000) to be paid to Seller within ten (10) days of the
      first day of each month after the Closing.  If the Buyer
      defaults on payment of the monthly installments of Seven Thousand Dollars
      ($7,000) to Seller as specified above, and such default is not cured
      within ten (10) days after the Seller has given the Buyer written
      notice thereof, then Seller shall have the right to transfer the Shares to
      Buyer in exchange for the rights to the Websites and Domain
      Names.

            


    

    


    
      	
               
      

            	
              3.

            	
              Further
      Assurances.  Seller
      hereby covenants that it will, at any time upon request of Buyer, execute
      and deliver to Buyer any new or confirmatory instruments and do and
      perform (at Buyer's reasonable expense) any other acts which Buyer may
      reasonably request in order to fully sell assign and transfer to and vest
      in Buyer, all of Seller's right, title and interest in and to the
      Purchased Assets, including, without limitation transfer of all Domain
      Names, software, databases, images, trademarks and hosting
      agreements.

            


    

     

    
      	
               
      

            	
              4.

            	
              Covenants.  Seller
      further covenants that it will not, anywhere in the world, challenge, or
      cause a third party to challenge, the validity and ownership by Buyer of
      the Purchased Assets and will not, anywhere in the world directly or
      indirectly seek to register, defend, compromise or dispute any rights in
      and to the Purchased Assets.  Seller also will not, anywhere in
      the world, directly or indirectly seek to register or otherwise acquire
      any rights in any web sites, domain names, trade names, trademarks,
      service marks, or other intellectual property assets that are or may be,
      or that contain portions that are or may be, confusingly similar to the
      Purchased Assets.  Seller also will not use or cause to be used
      any copies of the Purchased Assets.

            


    

     

    
      	
               
      

            	
              5.

            	
              Closing.

            


    

     

    
      	
               
      

            	
              5.1.
      The actions to be taken by the parties hereto to close the transaction as
      provided shall take place on or before November 19, 2009 (the
      “Closing”) via the
      Internet website service of escrow.com located at
      https://www.escrow.com/index.asp (“Escrow.com”). The Buyer
      agrees to pay the closing costs of Escrow.com. At the Closing, Seller
      shall first deliver to Buyer possession of all of the Purchased Assets,
      including transfer of domains, and good and sufficient instruments of
      transfer, conveying and transferring the Purchased Assets to Buyer, for
      review to verify the Purchased Assets are properly accounted for and
      operational.  Upon effective delivery, Seller shall authorize
      the release payment and delivery to Escrow.com of the Initial Payment. The
      instruments of transfer shall contain covenants and warranties that Seller
      has good and marketable title in and to the
  assets.

            


    

     

    5.2.
Subject to delivery of the Purchased Assets by Seller to Buyer as provided in
this Section 5, Buyer shall deliver to Seller and Escrow.com shall pay to Seller
the Initial Payment. The Initial Payment shall be payable in cash by check or
wire transfer at Closing. The Buyer shall issue and deliver the Shares to Seller
within ten (10) days of Closing

    


    
      	
               
      

            	
              6.

            	
              Warranties
      and Representations. Seller hereby
      represents and warrants to Buyer that: (a) Seller has all necessary power
      and authority to own, lease and operate the Purchased Assets and to
      operate the Business as now being conducted; (b) Seller has the requisite
      power and authority to execute, deliver, and perform this Agreement, and
      when executed and delivered at Closing, will constitute a valid and
      binding obligation of Seller; (c) Neither the execution, delivery or
      performance of this Agreement nor the consummation of the transactions
      contemplated hereby:  (i) will conflict with any provision of
      the organizational charter or bylaws of Seller; (ii) will conflict with,
      will result in a violation of any applicable law or judgment; (iii) will
      result in a breach of any assumed obligation; or (iv) will create any lien
      or encumbrance upon any of the Purchased Assets; (d) Seller has good and
      marketable title to all Purchased Assets and none of the Purchased Assets
      is subject to any lien, encumbrance, claim or security interest
      (collectively, the “Liens”); (e) The cash
      flow statements, balance sheets and profit and loss statements provided to
      Buyer by Seller are true and correct in all material respects and present
      fairly the operating income and financial condition of Seller and its
      Business as of their respective dates; (f) All returns, reports and
      statements relating to the Purchased Assets or to the operation of the
      Business which Seller is required to file with any governmental agency
      have been filed, and complied with; (g) Seller has filed or has caused to
      be filed all federal, state, county, local or city tax returns affecting
      the Purchased Assets or the operation of the Business which are required
      to be filed by Seller, and all tax assessments and other governmental
      charges which are due and payable have been timely paid; (h) There are no
      actions, suits, proceedings, orders or claims pending or threatened
      against Seller, or pending or threatened by Seller against any third party
      which relate to, or in any way affect, the Purchased Assets or the
      operation of the Business; (i) Seller has complied in all material
      respects with all applicable federal, state and local laws, rules,
      regulations, ordinances, codes, statutes, judgments, orders and decrees in
      connection with the ownership of the Purchased Assets and the operation of
      the Business and that neither the ownership nor the use of the Purchased
      Assets conflicts with the rights of any other person or entity; (j) Seller
      has no contingent liabilities or other liabilities outside the ordinary
      course of business; (k) The books and other records of the Seller relating
      to the Business are true, correct and complete in all material respects;
      (l) The Purchased Assets include all Purchased Assets used or useful in
      connection with the operation of the Business as currently operated; (m)
      Upon the consummation of the transactions contemplated hereby, Seller will
      transfer good and valid title to the Purchased Assets free and clear of
      any Liens; (n) The Purchased Assets will be fit for their intended
      purposes and be fully functional as represented prior to the Closing; (o)
      Since Buyer’s inspection of the Purchased Assets, there has not been and
      will not be in the foreseeable future any material damage, destruction,
      change or loss of any kind or have had a material adverse effect with
      respect to the Purchased Assets; (p) No insolvency proceedings of any
      character, voluntary or involuntary, affecting the Purchased Assets are
      pending; (q) There are no existing agreements with, options or rights of,
      or commitments to any person, other than to Buyer, to acquire any of the
      Purchased Assets or any interest therein; (r) There are no material
      omissions or untrue statements contained in this Agreement which are
      misleading; and (s) All representations and warranties made by Seller
      shall survive the Closing.

            


    

     

     

    
 

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

    7.           Miscellaneous.

     

    7.1.
Assignment.  Neither
this Agreement nor any right or obligation under this Agreement is assignable in
whole or in part by any Party without the prior written consent of the other
Parties and any attempted assignment without such consent shall be null and void
and of no force or effect.

     

    7.2.
Complete
Agreement.  This Agreement, including any and all Exhibits and
attachments to this Agreement, which are hereby incorporated by reference into
this Agreement, constitutes the complete and integrated understanding of the
Parties with respect to the subject matter of this Agreement and supersedes all
prior understandings and agreements, whether written or oral, with respect to
the same subject matter.

     

    7.3.
Amendments.  This
Agreement may only be amended by a written agreement duly signed by persons
authorized to sign agreements on behalf of each Party.

     

    7.4.
Notices.  All
notices, demands, requests, or other communications which may be or are required
to be given or made by any Party to the other Party pursuant to this Agreement
shall be in writing and shall be hand delivered, mailed by first-class
registered or certified mail, return receipt requested, postage prepaid, or
delivered by overnight air courier addressed as provided in the preamble of this
Agreement.

     

    7.5.
Governing
Law and Jurisdiction.  The interpretation and construction of
this Agreement, to the extent the particular issue is controlled by state law,
shall be governed by and construed in accordance with the Laws (but not
including choice of law provisions) of the State of California. The state and
federal courts located in County of Los Angeles, California shall have exclusive
jurisdiction to adjudicate all disputes between the parties concerning the
subject matter hereof.

     

    7.6.
Counterparts.  To
facilitate execution, this Agreement may be executed in as many counterparts as
may be required.  It shall not be necessary that the signature of or
on behalf of each Party appears on each counterpart, but it shall be sufficient
that the signature of or on behalf of each Party appears on one or more of the
counterparts.  All counterparts shall collectively constitute a single
agreement.  A facsimile copy or other reliable reproduction of this
Agreement shall be deemed an original.

     

    7.7.
Benefits;
Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the respective Parties and their permitted assigns and successors in
interest. 

     

    7.8 Indemnification.
Seller shall indemnify, defend and hold Buyer harmless from all liabilities,
costs, expenses, damages, and penalties (including, without limitation,
reasonable attorneys’ fees) arising from Seller’s breach of the warranties set
forth in this Agreement.

     

    7.9           Attorneys’
Fees.
The prevailing party in any dispute concerning this Agreement shall be entitled
to recover reasonable attorneys’ fees incurred as a result of defending or
prosecuting the claim, as the case may be.

     

     

    IN
WITNESS WHEREOF the parties execute this Agreement as of the day and date first
above written.

     

     

    SELLER:

     

     

    EnzoTen
Media Inc.

     

    


    By:
/s/ Grahm
Skee                                                                       


    Grahm
Skee

    Title:
President

    


    


    BUYER:

    


    CrowdGather,
Inc.

    


    By: /s/ Gaurav
Singh                                                                   

    Name:
Gaurav Singh

    Title:
CFO


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    


    EXHIBIT
A

     

    Description of the Purchased
Assets

     

     

    
      	
              A.  

            	
              The
      following completed Websites including, without limitation, any and all
      associated software used in building the Websites, content posted therein,
      and Website users lists and Website data bases containing any Website user
      or Website information, including, without limitation personally
      identifiable information regarding the Websites’ users and
      participants:

            


    

     

    
    

     

    
      	 	   http://www. anythingbutipod.com


    

    
      	
               
      

            	
              http://www.anythingbutiphone.com

            


    

    
      	
               
      

            	
              http://www.anythingbutsansa.com

            


    

    
      	
               
      

            	
              http://www.anythingbutzune.com

            


    

    
      	
               
      

            	
              http://www.abimp3players.com

            


    

    
      	
               
      

            	
              http://www.zuneelite.com

            


    

     

    
      	
              B.  

            	
               The
      following Domain Names:

            


    

     

     

    Seller
owns the following domains registered with Godaddy Inc that are the subject of
the sale to Buyer:

    
    

     

    
      	 	   http://www. anythingbutipod.com


    

    
      	
               
      

            	
              http://www.anythingbutiphone.com

            


    

    
      	
               
      

            	
              http://www.anythingbutsansa.com

            


    

    
      	
               
      

            	
              http://www.anythingbutzune.com

            


    

    
      	
               
      

            	
              http://www.abimp3players.com

            


    

    
      	
               
      

            	
              http://www.zuneelite.com

            


    

     

    
      	
              C.  

            	
              Additional
      add-ons that are installed with the above referenced forums, and will be
      transferred to Buyer include:

            


    

     

    VBulletin
License number (brand free) - VBFF1F4293

    VBClassified
with brand free option – Username: EnzoTen


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
B

    


    Assumed
Obligations

    


    None