EXHIBIT 10.2


SECURITY AGREEMENT








 























THIS  SECURITY
 AGREEMENT
 (this  "Agreement")  is  made  as  of July 27, 2015 between CrowdGather, Inc., a Nevada corporation   (the "Company") and each of the parties executing below as a secured party (collectively, the "Secured Party").





 




RECITALS




 




A.             Company
 has  issued notes or may issue subsequently  to
 the  Secured
 Party  secured
 promissory  notes
 (the  "Notes" and each a "Note")  in the aggregate principal amount of up to Two Million Dollars ($2,000,000).




 




B.         
 In order to induce each Secured Party to acquire the Notes from Company, Company has agreed,
among other things, to execute this Agreement.




 




NOW, THEREFORE,  in consideration of the agreements herein and in reliance upon the representations
and warranties set forth herein and therein, the parties agree as follows:




 




ARTICLE 1.


DEFINED TERMS




 




1.1          DEFINITIONS.   Unless otherwise defined herein or unless the context otherwise requires, terms used in this Agreement, including its preamble and recitals,
have the meanings provided in the Uniform Commercial Code
 in
 effect
 in
 the  State
 of
 California  (the
 "UCC").  
 In
 addition,  the
 following  terms
 when  used
 in
 this
Agreement, including its preamble and recitals, shall have the following meanings:




 




"Transaction Documents" means (a) this Agreement, (b) each of
the Notes, and (c) the UCC-1 filed in connection herewith.




 




"Obligations"  means the payment and performance obligations of Company under any of the Transaction


Documents.




ARTICLE 2.


SECURITY INTEREST




 




2.1          GRANT OF SECURITY INTEREST.  To secure the timely payment and performance in full of the Obligations, Company does hereby assign, grant and pledge to the Secured Party all of the estate, right, title and interest of Company in and to the collateral as more fully described on  Exhibit A hereto, whether now owned or later acquired or created, and including all proceeds of the collateral, whether cash or non-cash (the "Collateral").




 




2.2           FINANCING STATEMENTS.




 




(a)        
 Company hereby authorizes each Secured Party to file this Agreement and all financing
statements,   continuation   statements,   amendments, 
 assignments,   collateral   assignments,   certificates,   and  other
documents and instruments with respect to the Collateral pursuant to the UCC and otherwise in any jurisdiction and with any filing  offices
 (whether
 state, federal
 or foreign)  as may be necessary  or reasonably  requested  by such Secured  Party
 to
perfect,  or from 
time to time to publish
 notice  of, or continue
 or renew,  the security
 interests
granted hereby (including, such financing statements, continuation statements, certificates, and other documents as may be necessary 
or
reasonably
 requested to perfect a security interest in any additional property 
rights hereafter
acquired by Company or in
any replacements, products or proceeds thereof), in
each
case in form and substance
satisfactory to such Secured Party.




 




(b)          Company will pay the cost of filing such financing statements relating to it in all public offices where filing is necessary
or reasonably requested by each Secured Party and will pay any and all recording,
transfer or filing taxes that may be due in connection with any such filing.


 

 

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(c)         Such
financing statements may describe the Collateral in the same manner as
described herein or may contain an indication or description of collateral that describes such property in any other manner as each Secured  Party may reasonably
 determine
 is necessary,
 advisable
 or prudent
 to ensure
 the perfection
 of the security interest in the Collateral
granted to such Secured Party herein.




 




ARTICLE 3.


REPRESENTATIONS  AND WARRANTIES OF DEBTOR




 




Company  makes the following  representations  and warranties  to and in favor of Secured Party as of the
date hereof.  All of these representations and warranties shall survive the execution and delivery of this Agreement:




 




3.1           OFFICES, LOCATION OF COLLATERAL.  The chief executive office or chief place of business of Company is located at 20300 Ventura Blvd. Suite 330, Woodland Hills, California 91364.




 




3.2          TITLE AND LIENS.  Company has good, valid, and marketable title to its respective portion of
the Collateral,  free  from  all liens
 and  encumbrances
 of any  kind,
 except  for (i) normal  and 
customary  state  or
municipal  impositions  not yet due and payable, and (ii) purchase money security interests
incurred in the normal
course of business.  As a result of this Agreement, Secured Party will together have a senior priority security interest in the Collateral, subordinate to no other security interest.




 




ARTCLE 4. COVENANTS OF DEBTOR




 




Company covenants to and in favor of Secured Party as follows:




 




4.1          COMPLIANCE  WITH OBLIGATIONS.   Company
 shall perform and comply in all material respects with all obligations and conditions on its part to be performed with respect to the Collateral.




 




4.2          EVENTS OF DEFAULT.   Company shall give to Secured Party prompt notice of any material default with respect to the Collateral of which Company has knowledge or has received notice.




 




4.3          PRESERVATION   OF  VALUE;  LIMITATION  OF  LIENS.    Company
 shall
 not
 take  any
action in connection with the Collateral which would impair in any material respect the respective interests or rights
of
Secured  Party
 therein
 or with  respect  thereto,
 except  as expressly  permitted
 hereby;
 provided,
 however,  that nothing in this Agreement
 shall prevent Company,
 prior to the exercise by Secured Party of any of its respective rights pursuant
 to the terms hereof,  from 
undertaking  Company's
 operations
 in the ordinary
 course
 of business. Company shall not directly
or indirectly create, incur, assume or suffer to exist any liens on or with respect to all or any part of the Collateral
senior to or pari passu with the liens created by this Agreement, except for the Permitted
Encumbrances.    Company  shall at its own cost and expense
 promptly  take such action  as may be necessary  to discharge any such liens.




 




4.4          MAINTENANCE
 OF RECORDS.    Company
 shall, 
at
all times,
 keep accurate
 and complete records of its respective portion of
the Collateral.   Company shall permit representatives of Secured Party, upon reasonable
 prior notice, at any time during normal business hours of the Company  to inspect and make abstracts
from Company's books and records pertaining to the Collateral.  Upon the occurrence and during the continuation of any Event of Default, at Secured Party's request, Company shall promptly deliver copies of any and all such records
to Secured Party.




 




4.5          PAYMENT  OF  TAXES.    Company
 shall
 pay  or cause  to be paid,  before
 any  fine,  penalty, interest
 or cost 
attaches  thereto,
 all taxes,
 assessments
 and  other  governmental
 or non-governmental  charges  or levies (other than those taxes that it is contesting  in good faith and by appropriate  proceedings,  and in respect of
which it has established adequate reserves for such taxes) now or hereafter
assessed or levied against the Collateral pledged
 by it hereunder  and shall retain copies
 of, and, upon request,
 permit  Secured
 Party to examine
 receipts
showing payment of any of the foregoing.




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4.6  NAME; JURISDICTION
 OF ORGANIZATION.   Company shall give Secured Party at least
30
days prior written notice before Company changes its name, jurisdiction of organization or entity type and shall at the expense of Company  execute and deliver such instruments
 and documents  as may be required by Secured Party or applicable legal requirements to maintain their senior perfected security interests in the Collateral subject to
the Permitted Encumbrances.





 




4.7          PROCEEDS  OF COLLATERAL.   Company shall, at all times, keep pledged to Secured Party
pursuant hereto all Collateral
and all dividends, distributions, interest, principal and other proceeds received by the Company with respect thereto, and all other Collateral and other securities, instruments,
 proceeds and rights from time to time received by or distributable to Company in respect of any Collateral,
and shall not permit any issuer of such Collateral  to issue any shares of stock or other equity interests which shall not have been immediately
 duly pledged to Secured Party hereunder.




 




ARTICLE 5. RIGHTS AND REMEDIES




 




5.1          EVENT OF DEFAULT  DEFINED.   Any breach of the provisions of this Agreement which is not cured within fifteen calendar (15) days of written notice from Secured Party or any event of default under any of the Transaction Documents following expiration of
any applicable notice and grace periods as described in the Transaction Documents will constitute an "Event of Default" hereunder.




 




5.2           REMEDIES UPON EVENT OF DEFAULT.




 




(a)            During  any
 period
 during
 which  an  Event  of  Default
 shall
 have
 occurred  and
 be
continuing, Secured Party may (but shall be under no obligation to), directly or by using agent or broker:




























under the UCC;












(i)             proceed  to protect
 and  enforce
 the rights  vested
 in it by this Agreement
 and
























(ii)        
 cause
 all
 moneys
 and  other
 property  pledged
 as
 security
 to
 be
 paid  and/or
delivered directly
to it, and demand, sue for, collect and receive any such moneys and property;







 




(iii)       
 cause any action at law or suit in equity or other proceeding to be instituted and
prosecuted to collect or enforce any Obligations of Company or rights included in the Collateral, or for specific
enforcement of any covenant or agreement contained herein, or in aid of the exercise of any power therein or herein granted,
 or for any foreclosure
 hereunder  and sale under a judgment  or decree
 in
any judicial  proceeding,
 or to
enforce any other legal or equitable right vested in it by this Agreement or by law;




 




(iv)         foreclose  or enforce  any 
other
 agreement  or other
 instrument  by or under
 or
pursuant to which the Obligations of any Company are issued or secured;




 




(v)          subject
 to Section
 5.2(b),  sell, lease or otherwise  dispose
 of any or all of the
Collateral, in one or more transactions, at such prices as Secured Party may deem best, and for cash or on credit or
for future delivery, without assumption of any credit risk, at any broker's board or at public or private sale, without
demand of performance or notice of intention to sell, lease or otherwise dispose of, or of time or place of disposition (except such notice as is required by applicable statute and cannot be waived), it being agreed that Secured Party may be purchasers or lessees on their own behalf at any such sale and that Secured Party or anyone else who may be the purchaser, lessee or recipient for value of any or all of the Collateral so disposed of shall, upon such disposition, acquire all of Company's rights therein.  Secured Party may adjourn any public or private sale or cause the same to be adjourned
 from time to time by announcement
 at the time and place fixed for the same, and such sale may, without further notice or publication,  be made at any time or place to which the same may be so adjourned.   If Secured  Party sells any of the Collateral  upon credit,  after reasonable
 inquiry
 as to the credit worthiness
 of the purchaser, Company will be credited only with payments actually made by the purchaser, received by Secured Party
and applied to the indebtedness of the purchaser.   In the event the purchaser fails to pay for the Collateral,
Secured Party may resell the Collateral and Company shall be credited with the proceeds of the sale;




 



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(vi)        incur
expenses, including reasonable attorneys' fees, consultants' fees, and other costs appropriate to the exercise of any right or power under this Agreement;





 




(vii)        perform  any obligation
 of Company
 hereunder  and make payments,
 purchase, contest or compromise any encumbrance, charge, or lien, and pay taxes and expenses;




 




(viii)       make any reasonable compromise or settlement deemed desirable with respect to any or all of the Collateral
and extend the time of payment, arrange for payment installments, or otherwise modify the terms of, any or all of the Collateral;




 




(ix)            secure the appointment of a receiver of any or all of the Collateral;




 




(x)          exercise  any  other  or  additional
 rights
 or 
remedies
 granted
 to
 Secured
 Party under any other provision of this Agreement or exercisable by a secured party under the UCC, whether or not the UCC applies to the affected Collateral,
or under any other applicable law and take any other action which Secured Party deem necessary
 or desirable  to protect or realize 
upon
their security
 interests
 in the Collateral
 or any part
thereof; and/or




 




(xi)       
 appoint a third party (who may be an employee, officer or other representative
of
Secured Party) to do any of the foregoing, or take any other action permitted hereunder, on behalf of  Secured
Party.




 




(b)          If, pursuant to any law, prior notice of any action described in Section 5.2(a) is required
to
be given to Company,  Company  hereby acknowledges  that the minimum
 time required  by such law, or if no
minimum is specified, ten days, shall be deemed a reasonable notice period.




 




(c)        
 Any
 action  or proceeding  to enforce  this  Agreement
 may  be  taken
 by
 Secured  Party
either in a Company's name or in Secured Party's name, as Secured Party may deem necessary.




 




          
(i)    All  rights
 of
 marshalling
 of
 assets
 of
 Company,
 including  any
 such
 right  with
respect to the Collateral, are hereby waived by Company.




 




          
(ii) Secured
 Party  shall incur
 no
liability  as a result  of the sale of any or all of the Collateral   at   any 
 private   sale pursuant   to   Section 5.2(a) 
 conducted 
 in 
 a commercially
 reasonable
 manner.    Company  hereby  waives
 any  claims
 against
Secured Party arising by reason of the fact that the price at which any or all of the Collateral  may have been sold at such a private sale was less than the price that might have obtained at a
public sale or was less than the aggregate amount of the Obligations, even if Secured Party accepts the first offer received and does not offer
the Collateral
to more than one offeree.




 




5.3          ATTORNEY-IN-FACT.    Upon  the  occurrence
 and  during  the
 continuation  of  an  Event  of Default,   the 
 Company 
 hereby 
 irrevocably 
 constitutes 
 and   appoints 
 Secured   Party 
 as
 its
 true   and 
 lawful
attorney-in-fact to enforce all rights of such Company with respect to the Collateral, including the right to give
appropriate receipts, releases
and satisfactions for and on behalf of and in the name of the Company or, at the option
of Secured Party, in the name of Secured Party, with the same force and effect as the Company
 could do if this
Agreement had not been made.
 If Secured Party shall so elect after the occurrence and during the continuation of an Event of Default hereunder, Secured Party shall have the right at all times to settle, compromise, adjust, or liquidate
all
claims or disputes directly
with the Company or any obligor of the Company upon such terms and conditions as Secured  Party
 may  determine  in  its  sole  discretion,  and
 to
 charge  all  costs  and
 expenses
 thereof  (including
reasonable  attorneys' fees and charges) to the Company's  account and to add them to the Obligations  whereupon such costs and expenses shall be and become part of the Obligations. 
 This power of attorney is a power coupled
with an interest and shall be irrevocable.




 



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5.4        EXPENSES:
INTEREST.  All costs and expenses (including
reasonable attorneys' fees and expenses) incurred by Secured Party in connection with exercising any actions taken under Article 5, together with interest thereon (to the extent permitted by law) computed at a rate of 10% per annum (or if less, the maximum rate permitted by law) from the date on which such costs or expenses are invoiced to and become payable by Company,
to
the date of payment thereof, shall constitute part of the Obligations secured by this Agreement and shall be paid by Company to Secured Party within 10 days after written demand.





 




5.5          NO IMPAIRMENT OF REMEDIES.  If under applicable law, Secured Party proceeds by either
judicial foreclosure or by non-judicial sale or enforcement, Secured Party may, at its sole option, determine which of its remedies or rights to pursue without affecting any of its respective rights and remedies under this Agreement.
 If,
by exercising any right and remedy, Secured Party forfeits any of its other rights or remedies, including any right to enter a deficiency judgment against Company or any third party (whether because of any applicable law pertaining to "election of remedies" or the like), Company nevertheless hereby consents to such action by Secured Party.
 To
the extent permitted by applicable law, Company also waives any claim based upon such action, even if such action by Secured  Party results
 in
a full or partial
 loss of any rights of subrogation,  indemnification
 or reimbursement which Company might otherwise have had but for such action by Secured Party or the terms herein.  Any election of remedies  which
 results  in the denial or impairment  of the right of Secured
 Party to seek a deficiency  judgment
against any third party shall not, to the extent permitted by applicable law, impair Company's obligations hereunder.
If
Secured Party bids at any foreclosure or trustee's sale or at any private sale permitted by law or this Agreement, Secured Party may bid all or less than the amount of the Obligations.
 To the extent permitted by applicable law, the amount of the successful  bid at any such sale, whether Secured Party or any other party is the successful 
bidder,
shall be conclusively
 deemed
 to be the fair market value of the Collateral  and any deficiency
 between  such bid
amount
 and  the
 remaining  balance
 of
 the  Obligations  shall  be  conclusively  deemed
 to
 be
 the  amount
 of
 the Obligations.




 




ARTICLE 6.
CERTAIN WAIVERS




 




6.1          MODIFICATION
 OF OBLIGATIONS.    Company's  liability hereunder
 shall not be reduced, limited, impaired, discharged or terminated if Secured Party at any time, without notice to or demand of Company
(unless specifically
required by the Transaction Documents):




 




(a)        
 renews, extends, accelerates,
 or otherwise  changes the time, place, manner or terms, or
otherwise modifies any of the Obligations (including any payment terms);




 




(b)          extends or waives the time for Company's performance of, or compliance with, any term, covenant or agreement on its part to be performed or observed under the Transaction Documents, or waives such performance or compliance or consents to a failure of, or departure from, such performance or compliance;




 




(c)        
 settles, 
 compromises,   releases   or   discharges, 
 or 
 accepts   or   refuses 
 any 
 offer 
 of
performance with respect to,
or substitutions for, any of the Obligations or
any agreement relating thereto and/or subordinates the payment of the same to the payment of any other obligations;




 




(d)          requests  and
 accepts
 other  guaranties
 of
 any  of  the
 Obligations
 and  takes  and
 holds
security for the payment hereof or any of the Obligations;




 




(e)        
 releases, 
 surrenders, 
 exchanges, 
 substitutes, 
 compromises, 
 settles,
 rescinds, 
 waives, alters, subordinates or modifies, with or without consideration,  any security for payment of any of the Obligations, any other guaranties of any of the Obligations, or any other obligation of any third party with respect to any of the Obligations;




 




(f)         
 to the extent permitted by law, enforces and applies any security, if any, now or hereafter held by or for the benefit
 of Secured  Party in respect
 hereof
 or
any of the Obligations
 and directs
 the order or
manner  of  sale  thereof,  or  exercises
 any
 other
 right  or  remedy  that
 Secured
 Party  may  have  against
 any
 such security,  in each  case  as Secured
 Party  in its discretion  may  determine,
 including  foreclosure
 on any  collateral








 


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pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable; or
















(g)            exercises any other rights available to it under any of the Transaction Documents, at law
or in equity.
























6.2          SECURITY  INTERESTS
 ABSOLUTE.     All  rights  of  the
 Secured  Party
 and  the
 security
interests
hereunder, and all obligations of Company hereunder, shall be absolute and unconditional irrespective of:







 




(a)        
 any  failure
 or omission
 to assert
 or enforce
 or agreement  or election
 not to assert
 or
enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under any of the Transaction Documents, at law, in equity or otherwise) with respect to any of the Obligations or any agreement relating thereto, or with respect
to any other guaranty of or security for the payment of any of the Obligations;




 




(b)          any rescission, waiver, amendment or modification of, or any consent to departure from,
any of
the terms or provisions (including provisions relating to events of default) hereof, in any other Transaction Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for any of
the
 Obligations,  in  each  case,  whether
 or
 not
 in
 accordance
 with  the
 terms  hereof  or  any
 other  Transaction Documents or any agreement relating to such other guaranty or security;




 




(c)        
 the application of payments received from any source to the payment of indebtedness of Company to Secured Party other than the Obligations, even though Secured Party might have elected
to apply such
payment to any part or all of the Obligations;




 




(d)          Secured
 Party's  consent
 to the change,  reorganization
 or termination  of the corporate structure or existence of Company and to any corresponding restructuring of any of the Obligations;




 




(e)        
 any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of Company as an obligor in respect of any of the Obligations;




 




(f)         
 any Obligations or any agreement relating thereto, at any time being found to be illegal,
invalid or unenforceable in any respect




 




(g)            any  defenses,
 set-offs
 or
 counterclaims  which
 Company
 may  allege
 or
 assert
 against


Secured Party in respect of the Obligations; and




 




(h)            whether  Secured
 Party  makes,
 or
 does  not  or  fails  to  make,
 any  additional  loan  to


Company subsequent to the date hereof.




 




6.3          CERTAIN
 WAIVERS.    Company
 hereby
 waives  any
 and  all  defenses  afforded  to  a
 surety, including promptness,  diligence, notice of acceptance
 and any other notice with respect to any of the Obligations
and this Agreement and any requirement that Secured Party protect, secure, perfect or insure any security interest or lien, or any property subject thereto, or exhaust any right or take any action against Company
 or
any other third
party or entity or any collateral
securing any of the Obligations, as the case may be.




 




6.4          POSTPONEMENT  OF SUBROGATION.   Company agrees that it will not exercise any rights
which it
may acquire by way of rights of subrogation under this Agreement, by any payment made hereunder or otherwise,  while this Agreement
 is in effect, unless such action is required to stay or prevent the running of any applicable statute of limitations. 
 Any amount paid to Company on account of any such subrogation rights prior to such time shall be held in trust for Secured Party and shall immediately be paid to Secured Party and credited and applied against the Obligations. 
 Any time after this Agreement has terminated and if Company has made payment
to Secured Party of all of the Obligations, or if an action is required to stay or prevent the running of any applicable statute of limitations, then, at Company's request, Secured Party will execute and deliver to Company appropriate


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documents  (without  recourse  and
 without
 representation   or  warranty)  necessary
 to
 evidence
 the  transfer  by subrogation to Company of an interest in the Obligations resulting from such payment by Company.





 




ARTICLE 7. MISCELLANEOUS PROVISIONS




 




7.1          NOTICE.             All notices or other communications required or permitted to be given hereunder shall be made in writing and shall be considered given (a) when made if made by hand delivery, (b) one business day after being deposited with an overnight courier if made by a courier guaranteeing overnight delivery, (c) on the date indicated on the notice of receipt if made by first-class United States mail, with return receipt requested, and (d) upon  confirmation
 if
 made
 by
 telecopier.  
 Any
 party  shall  have  the
 right  to  change  its  address
 for  notice hereunder to any other location within the continental United States by giving of notice to the other parties in the manner
set forth hereinabove.




 




7.2          DELAY AND WAIVER; REMEDIES CUMULATIVE.   No failure or delay by Secured Party in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
of any
 such
 right  or power,
 or any  abandonment
 or discontinuance  of steps
 to enforce
 such
 a
right  or power,
preclude  any other or further  exercise
 thereof  or the exercise
 of any other right or power. 
 Any waiver,  permit, consent  or approval  of any
 kind
 or character
 on
 the
 part
 of Secured  Party
 of any  breach
 or default  under
 the Agreement or any waiver on the part of Secured Party of any provision or condition of this Agreement must be in writing and shall be effective only to the extent in such writing specifically  set forth. 
 No right, power or remedy
herein conferred upon or reserved to Secured Party hereunder is intended to be exclusive of any other right, power or remedy,  and every such right, power and remedy  shall, to the extent permitted
 by law, be cumulative
 and in addition to every other right, power and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  
 The
assertion  or employment
 of any right or remedy  hereunder,
 or otherwise,  shall not prevent  the concurrent assertion or employment of any other appropriate right or remedy. 
 Resort to any or all security now or
hereafter held by Secured Party may be taken concurrently or successively and in one or
several consolidated or independent judicial actions or lawfully taken nonjudicial proceedings, or both.




 




7.3          ENTIRE AGREEMENT.   This Agreement and any agreement, document or instrument referred
to  herein  integrate
 all
 the  terms
 and  conditions
 mentioned  herein
 or
 incidental
 hereto  and
 supersede  all  oral
negotiations and prior writings in respect of the subject matter hereof.




 




7.4          GOVERNING  LAW.   This Agreement  shall be governed by and construed in accordance
 with
the laws of the State of California, exclusive of its conflict of laws rules.




 




7.5          SEVERABILITY.   In case any one or more of the provisions contained in this Agreement should be
 invalid,  illegal
 or
 unenforceable  in  any
 respect,
 the  validity,  legality  and
 enforceability
 of
 the  remaining
provisions shall not in any way be affected
or impaired thereby.




 




7.6          HEADINGS.     Paragraph 
 headings 
 have
 been  inserted   in  this  Agreement   as  a
 matter  of convenience
 for reference only and it is agreed that such paragraph headings are not a part of this Agreement and shall not be used in the interpretation of any provision of this Agreement.




 




7.7          WAIVER
 OF
 JURY
 TRIAL.    THE
 PARTIES
 HEREBY
 KNOWINGLY,  VOLUNTARILY, AND INTENTIONALLY  WAIVE
 ANY RIGHTS
 IT MAY HAVE  TO A TRIAL  BY JURY 
IN
RESPECT  OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT
 OR
 ANY
 COURSE
 OR
 CONDUCT,
 COURSE
 OF
 DEALING,
 STATEMENTS
 (WHETHER
VERBAL OR WRITTEN), OR ACTIONS OF SECURED PARTY. 
 THIS PROVISION IS A MATERIAL INDUCEMENT FOR SECURED PARTY TO MAKE THE LOAN.




 




7.8          CONSENT TO JURISDICTION.   Each party hereto agrees that any legal action or proceeding with respect to or arising out of this Agreement may be brought in or removed to the federal or state courts located
in
County of Los Angeles, California, as Secured Party may elect. 
 By execution and delivery of this Agreement, each
 party  hereto
 accepts,
 for  themselves  and
 in
 respect
 of
 their
 property,
 generally  and
 unconditionally,  the


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jurisdiction of the aforesaid courts.
 Each of the parties hereto irrevocably consents to the service of process out of
any of the aforementioned  courts in any manner permitted by law.  Nothing herein shall affect the right of Secured Party to bring legal action or proceedings in any other competent jurisdiction.
 Each party hereto hereby waives any right to stay or dismiss any action or proceeding
 under or in connection
 with this Agreement  brought before the foregoing courts on the basis of forum non-conveniens.





 




7.9          SUCCESSORS  AND ASSIGNS.  This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns.




 




7.10        COUNTERPARTS.   This Agreement may be executed in one or more duplicate counterparts and
when signed by all of the parties listed below, shall constitute a single binding agreement.  Delivery of an executed
signature page of this Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart thereof.




 




7.11        BENEFIT OF AGREEMENT.   Nothing in this Agreement, express or implied, shall give or be construed to give, any person other than the parties hereto and their respective successors, transferees and assigns
any legal or equitable right, remedy or claim under this Agreement, or under any covenants and provisions of this
Agreement, each such covenant and provision being for the sole benefit of the parties hereto and their respective
successors, transferees and assigns.




 




7.12        AMENDMENTS  AND WAIVERS.   No amendment, modification, termination or waiver of any provision
 of this Agreement
 or consent to any departure  therefrom
 shall be effective  unless the same shall be in
writing and signed by each of the parties hereto. 
 Each amendment,
 modification,  termination
 or waiver shall be effective only in the specific instance and for the specific purpose for which it was given.




 




7.13      SURVIVAL OF AGREEMENTS.   The provisions regarding the payment of expenses and indemnification  obligations  shall survive and remain in full force and effect until terminated
 pursuant
 to Section 7.14 (unless reinstated pursuant to section 7.15).




 




7.14        RELEASE  AND  SATISFACTION.    Upon
 the indefeasible  payment
 (whether
 in cash
 and/or
other
 consideration  which
 is satisfactory
 to Secured  Party
 in its sole 
discretion)  and performance  in full of the
Obligations,
 (i) this Agreement
 and the security
 interests
 created
 hereby
 shall
 terminate  and Secured  Party
 will
return  the
 Collateral,  including
 all
 documentation
 evidencing  or  affecting
 the  Collateral,
 and  (ii)  upon  written
request of Company, Secured Party shall execute and deliver to Company, at
Company's expense and without representation or warranty by or
recourse to Secured Party, releases and satisfactions of
all
financing statements,
mortgages, notices of assignment and other registrations of security.




 




7.15        REINSTATEMENT.      This  Agreement   shall  continue
 to
 be
 effective  or  be  automatically
reinstated, as the case may be, if at any time any payment pursuant to this Agreement is rescinded or must otherwise be
 restored
 or
 returned
 upon
 the  insolvency,
 bankruptcy,
 reorganization,  liquidation
 of
 Company
 or
 upon
 the dissolution of, or appointment of any intervenor or conservator of, or trustee or similar official for, Company or any substantial part of Company's assets, or otherwise, all as though such payments had not been made.




 




7.16     LIMITATION
 ON
 DUTY
 OF 
SECURED  PARTY  WITH
 RESPECT
 TO 
THE
COLLATERAL.   The powers conferred on Secured Party hereunder are solely to protect its respective interests in
the Collateral and shall not impose any duty on Secured Party or any of its designated agents to exercise any such powers.   Except  for the safe custody
 of any Collateral
 in its possession
 and the accounting  for monies  actually received by it hereunder, Secured Party shall have no duty with respect to any Collateral
and no implied duties or obligations
 shall
 be
 read
 into
 this
 Agreement
 against
 Secured  Party.    Secured
 Party  shall  be  deemed
 to
 have exercised  reasonable  care in the custody  and preservation
 of the Collateral
 in its possession
 if the Collateral
 is
accorded  treatment  that is substantially
 equivalent  to that which Secured Party accords its own property, it being expressly 
 agreed,  to  the
 maximum 
 extent  permitted 
 by
 applicable 
 law,  that  Secured 
 Party
 shall
 have
 no
responsibility for (a) taking any necessary
steps to preserve rights against any parties with respect to any Collateral
or (b) taking any action to protect against any diminution in value of the Collateral,
but, in each case, Secured Party may do so and all expenses reasonably incurred in connection therewith shall be part of the Obligations.


-9-










IN WITNESS  WHEREOF,  the undersigned
 have executed 
this Security Agreement
 as of the date first
above written.





 




	

  	
  Company:

  
	

  	
  CROWDGATHER,
  INC.

  
	

  	
  a Nevada
  corporation

  
	

  	

  
	

  	
  By:

  
	

  	
  Sanjay
  Sabnani

  
	

  	
  Its:
  President

  





 
-10-








 [SECURED PARTY SIGNATURE PAGE TO AGREEMENT]




IN  WITNESS  WHEREOF,
 the  undersigned
 has  caused  this  Agreement  to  be  duly
 executed
 by
 their
respective authorized signatories as of the date first indicated above.




Name of Secured Party:                                                                                                                               




Signature of Authorized Signatory of Secured Party:                                                                           




Name of Authorized Signatory:                                                                                                                      




Title of Authorized Signatory:                                                                                                                       




Email Address of Authorized Signatory:                                                                                                        




Facsimile Number of Authorized Signatory:                                                                                                       




 








EXHIBIT A DESCRIPTION OF COLLATERAL






 






All assets of CrowdGather,  Inc., a Nevada
 corporation  referred  to herein
 as
the "Company",
 which are specified below:






 




Digital Media Assets: All software, domain name, and member accounts and content hosted on the
Company's servers or network, including but not limited to, Yuku.com, Lefora.com, Freeforums.org, and
Forumer.com. All Company owned and operated apps and games including, but not limited to Mega Fame Casino.




 




Equipment:  All equipment means all goods, machinery, furniture, furnishings, fixtures, tools, supplies, motor vehicles and all other property used or useful in the business of the Company,
now or hereafter owned or
possessed or hereafter
acquired by the Company, and including specifically
(without limitation) all accessions thereto, all substitutions and replacements thereof, and all deposits made on any such equipment;




 




Deposit Accounts and Other Cash: All deposits and deposit accounts with any bank, savings and loan
association, credit union or like organization, and all funds and amounts therein, and whether or not held in trust, or
in custody or safekeeping, or otherwise restricted or designated for a particular purpose, and all other cash or marketable securities on hand, whether held in-vault or otherwise;




 




Receivables: Each and every right of the Company to the payment of money, whether such right to payment now exists or hereafter
arises, whether such right to payment arises out of a sale, lease or other disposition of goods or other property, out of a rendering of services, or of a loan, out of the overpayment of taxes or other liabilities, or any other transaction or event, whether such right to payment is created, generated or earned by the
Company or by some other person who subsequently transfers his, her or its interest to the Company, whether such right to payment is or is not already earned by performance, and howsoever such right to payment may be evidenced, together with all other rights and interests (including all liens and other security interests)
which the Company may at any time have by law or agreement against any account debtor or other person obligated to make
such payment or against any property of such account debtor or other persons including, but not limited to, all present and future accounts, contract rights, chattel paper, bonds, notes and other debt instruments, and rights to payment in the nature of general intangibles;




 




General Intangibles: All general intangibles of the Company whether now owned or hereafter acquired, including (without limitation) all general intangibles (as defined in the UCC); and




 




Securities: All securities, joint venture and other equity interests now owned or hereafter acquired by the
Company.




 




The collateral
shall include (i) all substitutes and replacements for and proceeds of any and all of the foregoing property, and in the case of all tangible collateral,
all accessions, accessories, attachments, parts,
equipment and repairs now or hereafter attached or affixed to or use in connection with any such goods and (ii) all warehouse receipts, bills of lading and other documents of titles now or hereafter covering such goods.