Exhibit 10.1


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933.  IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITY
UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.


CROWDGATHER,
INC.


SECURED
SUBORDINATED PROMISSORY NOTE




$100,000                                                                                                




Woodland Hills,
California


August 19, 2015


CrowdGather, Inc., a Nevada
corporation (the "Company"), for value received, hereby promises to pay
to Vinay Holdings ("Holder"),
the sum of One-Hundred Thousand Dollars ($100,000) on the
terms and conditions set forth in this Secured Promissory Note (the "Note"). 
Payment for all amounts due hereunder shall be made by mail to the registered
address of Holder. The performance of the obligations of the Company hereunder
are secured in accordance with the terms of a Security Agreement of even date
herewith and all other present and future security agreements between the
Company and Holder.


The following is a statement of the rights of Holder of this
Note and the conditions to which this Note is subject, and to which Holder
hereof, by the acceptance of this Note, agrees:




1.         Maturity.  The
principal hereof and any unpaid accrued interest hereon, as set forth below,
shall be due and payable on the earlier to occur of:  (i) October 18, 2015 ("Maturity
Date"); and (ii) when declared due and payable by Holder upon the
occurrence of an Event of Default (as defined below).   




2.         Interest.  This
Note shall accrue interest on the principal for a period of one year from the
date of this Note at a rate of the lower of (i) twelve percent (12%) per annum;
or (ii) the maximum allowable rate under applicable laws (such rate, the "Interest
Rate").  Interest shall be calculated on the basis of a 360-day year for
the actual number of days elapsed.  If there occurs an acceleration or
prepayment of the Note prior to the Maturity Date in accordance with the terms
hereof, all interest due and payable at such time on the principal amount due
shall be paid in full.  All payments hereunder are to be applied first to
reasonable costs and fees referred to herein, second to the payment of accrued
interest, and the remaining balance to the payment of principal.


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3.         Events of Default. 
If any of the events specified in this Section 3 shall occur (herein
individually referred to as an "Event of Default"), Holder may, so long
as such condition exists, declare the entire principal and unpaid accrued
interest hereon immediately due and payable, by notice in writing to the
Company:




                        (a)        Default in
the payment of the principal or unpaid accrued interest of this Note when due
and payable;  




                        (b)        The
institution by the Company of proceedings to be adjudicated as bankrupt or
insolvent, or the consent by it to institution of bankruptcy or insolvency
proceedings against it or the filing by it of a petition or answer or consent
seeking reorganization or release under the Federal Bankruptcy Act, or any
other applicable Federal or state law, or the consent by it to the filing of
any such petition or the appointment of a receiver, liquidator, assignee,
trustee or other similar official of the Company, or of any substantial part of
its property, or the making by it of an assignment for the benefit of
creditors, or the taking of corporate action by the Company in furtherance of
any such action;  




                        (c)        If, within
60 calendar days after the commencement of an action against the Company,
without the consent or acquiescence of the Company (and service of process in
connection therewith on the Company) seeking any bankruptcy, insolvency,
reorganization, liquidation, dissolution or similar relief under any present or
future statute, law or regulation, such action shall not have been resolved in
favor of the Company or all orders or proceedings thereunder affecting the
operations or the business of the Company stayed, or if the stay of any such
order or proceeding shall thereafter be set aside, or if, within 60 calendar
days after the appointment without the consent or acquiescence of the Company
of any trustee, receiver or liquidator of the Company or of all or any
substantial part of the properties of the Company, such appointment shall not
have been vacated; or  




                        (d)
       Any material breach of the Security Agreement between the parties of
even date herewith that remains uncured after notice of breach and failure to
timely cure such breach.


                        (e)     
Any breach of the Secured Promissory Note described on Exhibit A hereto.


                        (f)     
Any bulk sale of a majority of the assets of the corporation without the
consent of the Holder of this Note.




4.         Holder's Rights Upon Event of Default.  Upon the
occurrence and continuance of any Event of Default, Holder in his sole and
absolute discretion shall have the right to declare all unpaid interest and
principal immediately due and payable and exercise all other legal rights in
connection therewith.




 


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 5.         Prepayment. 
The Company may at any time prepay in whole or in part, the principal sum, plus
accrued interest to date of such prepayment, of this Note.


6.         Successors and Assigns; Assignment.  Except
as otherwise expressly provided herein, the provisions hereof shall inure to
the benefit of, and be binding upon, the successors, assigns, heirs, executors
and administrators of the parties hereto.  Nothing in this Note, express or
implied, is intended to confer upon any party, other than the parties hereto
and their successors and assigns, any rights, remedies, obligations or
liabilities under or by reason of this Note, except as expressly provided
herein.  The Company may not assign this Note or any of the rights or
obligations referenced herein without the prior written consent of Holder.




7.         Waiver and Amendment. 
Any provision of this Note may be amended, waived or modified upon the written
consent of the Company and Holder.




8.         Waiver of Notice. 
The Company hereby waives notice, presentment, demand, protest and notice of
dishonor.




9.         Treatment of Note. 
To the extent permitted by generally accepted accounting principles, the
Company will treat, account and report the Note as debt and not equity for
accounting purposes and with respect to any returns filed with Federal, state
or local tax authorities.




10.       Notices.  Any
notice, request or other communication required or permitted hereunder shall be
in writing and shall be deemed to have been duly given if personally delivered
or if sent by nationally recognized courier service or mailed by registered or
certified mail, postage prepaid, to the respective addresses of the parties as
set forth on the signature page hereof or if sent by facsimile to the
respective facsimile numbers of the parties set forth on the signature page
hereof.  Any party hereto may by notice so given change its address for future
notice hereunder.  Notice shall conclusively be deemed to have been given and
received when personally delivered or 3 business days after deposited in the
mail or one business day after sent by courier or upon confirmation of
facsimile delivery in the manner set forth above.




11.       No Stockholder Rights. 
Nothing contained in this Note shall be construed as conferring upon Holder or
any other person the right to vote or to consent or to receive notice as a
stockholder in respect of meetings of stockholders for the election of
directors of the Company or any other matters or any rights whatsoever as a
stockholder of the Company.




12.       Governing Law. 
This Agreement shall be governed by and construed in accordance with the laws
of the State of California, excluding that body of law relating to conflict of
laws.




 

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13.       Heading;
References.  All headings used herein are used for convenience only and
shall not be used to construe or interpret this Note.  Except as otherwise
indicated, all references herein to Sections refer to Sections hereof.




14.      Subordination.      This Note
is subordinate to all of the terms and conditions of all Promissory Notes
issued by the Company described on Exhibit A hereto, and any Pledge and
Security Agreement securing such Note, including all of the default terms and
interest rates.



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            IN WITNESS WHEREOF,
the Company has caused this Note to be issued as of the date first written
above.





 




	

  	
  CrowdGather,
  Inc.     

              


  By:                                                       

  Name:  Sanjay Sabnani             

  Its:        President


  23945
  Calabsas Rd. Suite 115

  Calabasas,
  CA 91302

  
	




  Holder:           Vinay
  Holdings

  Address:
           ______________________

  ______________________


  Telephone:
       ______________________ 

  Facsimile:       ______________________




  	

  
			




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Exhibit A


Senior Secured
Promissory Notes







  





	
  Note Date

  	
  Principal Amount

  
	

  	

  
	
  November 20, 2014

  	
  150,000

  
	
  November 21, 2014

  	
  100,000

  
	
  December 1, 2014

  	
  165,000

  
	
  December 1, 2014

  	
  165,000

  
	
  December 1, 2014

  	
  770,000

  
	
  December 2, 2014

  	
  200,000

  
	
  April 13, 2015

  	
  50,000

  
	
  July 16, 2015

  	
  96,000

  
	
  July 16, 2015

  	
  50,000