ex_10-2.htm


    
      

      

    

    EXHIBIT 10.2

     

    
      WEB
SITES AND DOMAIN NAME

       

      ACQUISITION
AND TRANSFER AGREEMENT

       

      This
Websites and Domain Name Acquisition and Transfer Agreement (“Agreement”) is made and
entered into as of the 27th day of
May , 2008, by and between, Yusuf Mullan located at 6565 Spinnaker Cir.
Mississauga, Ontario (the "Seller") and CrowdGather, Inc.
(CrowdGather) offices 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 community under the url www.ngemu.com
and other domain names specifically listed in Exhibit A attached hereto and
incorporated herein by this reference (the “Business”);

       

      WHEREAS,
the Buyer desires to purchase and the Seller desires to sell the Business
pursuant to the terms hereof;

       

      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 does hereby sell, assign, convey and transfer 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.

              


      

      


      
        	
                 
      

              	
                2.

              	
                Purchase
      Price and Costs of Transfer.  The purchase price for the
      Purchased Assets will be One Hundred Seventy Thousand
      Dollars ($170,000.00) (“Purchase
      Price”).  The Purchase Price and all other amounts owed
      to Seller by Buyer pursuant to this Section 2 are to be paid on Closing
      pursuant to Section 5 below.

              


      

      


      
        	
                 
      

              	
                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.

              


      

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

         

      

      
        	
                 
      

              	
                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

              	
                Pre-Closing
      Conditions. The following are material conditions precedent to
      Closing and Buyer’s release of funds from
  escrow:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Seller
      will introduce Buyer to the site administrator and former owner no less
      than two (2) days prior to Closing for interview. Seller shall make to
      available to Buyer the opportunity to speak to such parties part of its
      due diligence. Buyer may, in its sole discretion, not proceed with the
      sale in the event that the results of the interview are
      unsatisfactory.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Seller
      will disclose to Buyer which advertisers to open accounts with and Seller
      will add Buyer’s advertising code to all the sites prior to
      transfer.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Seller
      will deliver instructions on how to use the CMS system prior to Closing
      and will enable Buyer to run a test prior to
  Closing.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Seller
      will add Buyer Google analytics and AdSense code to the web site(s) prior
      to closing.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Seller
      will facilitate the transfer of the existing server over to Buyer and put
      Buyer in touch with the former owner and original developer of the web
      site so we can eventually move it to Buyer’s own
  servers.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                Seller
      will provide Buyer with all contracts being expressly assumed under
      Exhibit B within two (2) days prior to Closing, if
  any.

              


      

       

      
        	
                 
      

              	
                5.2.

              	
                The
      actions to be taken by the parties hereto to close the transaction as
      provided shall take place on or before June 3rd, 2008 (the "Closing Date")
      on line at the office of, and via the Internet website service of,
      escrow.com located at https://www.escrow.com/index.asp (“Escrow.com”). The
      Buyer agrees to assume all closing costs assessed by 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 fully operational.  Such determination shall be made in
      good faith, within a reasonable time after delivery.  Upon
      effective acceptance of delivery by Buyer, Seller shall authorize the
      release payment and delivery to Escrow.com of the Purchase Price as set
      forth herein above. The instruments of transfer shall contain covenants
      and warranties that Seller has good and marketable title in and to the
      assets.

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

      

      
        	
                 
      

              	
                5.3.

              	
                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 Purchase Price. The total Purchase Price shall be payable in
      cash by check or wire transfer at
closing.

              


      

       

      
        	
                6.1    
            

              	
                Warranties
      and Representations. Seller hereby
      represents and warrants to Buyer that: (a) Seller has all necessary power
      and authority to own, lease and operate its 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, (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
      (collectively, the “Financial Statements”) 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.

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      
         

        
          	
                   
      

                	
                  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 Schedules 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 on the first page 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 Los Angeles, CA 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.

                


        

        


        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

           

        

        
          	
                   
      

                	
                  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:	 	 	 	 
	 	 	 	 	 
	YUSUF MALLAN	 	 	 	 
	 	 	 	 	 
	
                  By:

                	 	 	
                   

                	 


        

      

       

      
        
          	BUYER:	 	 	 	 
	 	 	 	 	 
	CROWDGATHER,
    INC.	 	 	 	 
	 	 	 	 	 
	
                  

                    By:

                  

                	 	 	
                   

                	 
	
                  Sanjay
      Sabnani

                  CEO

                	 	 	
                   

                	 


        

      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
A

       

      Description of the Purchased
Assets

       

       

      
        	
                A.         
        

              	
                The
      following completed Websites associated with the Business 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:

              


      

       

       www.ngemu.com and www.pcxs.net

       

      
        	
                B.            

              	
                The
      following Domain Names:

              


      

       

       Seller
owns the following domains that are the subject of the sale to Buyer
CrowdGather:

       

       aldostools.com

       ngemu.com

       emuforums.com

       psxemu.com

       pcsx.net


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
B

      


      Assumed
Obligations

      


      NONE