ex_10-1.htm


    
      

      

    

    Exhibit
10.1

     

    
       

      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 14th day of July,
2008, by and between, Peter Davis located at 33 Shaker Lane, Littleton, MA
01460  (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 located at the url
www.zealot.com
(the “Asset”);

       

      WHEREAS,
the Buyer desires to purchase and the Seller desires to sell the Asset 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 Asset.

              


      

      


      
        	
                 
      

              	
                2.

              	
                Purchase
      Price and Costs of Transfer.  The purchase price for the
      Purchased Assets will be Twenty Five Thousand
      Dollars ($25,000.00)
      (“Cash”) and Eighteen Thousand (18, 000) shares of the Buyer’s common
      stock (“Shares”) (the Cash and the Shares shall collectively be referred
      to as the “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.
      The actions to be taken by the parties hereto to close the transaction as
      provided shall take place on or before July23rd, 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 pay the closing costs. 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 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.

              


      

       

      
        	
                 
      

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

              


      

       

      
        	
                 
      

              	
                6.

              	
                Representations
      and Warranties.

              


      

       

      6.1.
General
Representations and Warranties. 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 Asset 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”);

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      (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 Asset as of their respective dates;

       

      (f) All
returns, reports and statements relating to the Purchased Assets or to the
operation of the Asset 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 Asset
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 Asset; (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 Asset 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 asset;

       

      (k) The
books and other records of the Seller relating to the Asset 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 Asset 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

          
            

          

        

        
          
          

        

      

       

      6.2.
Securities
Representations and Warranties. Seller hereby represents and warrants to
Buyer that:

       

      (a) The
Seller has received and carefully reviewed such information and documentation
relating to the Buyer that the Seller has requested, including without
limitation, the Buyer’s filings with the U.S. Securities and Exchange
Commission;

       

      (b) The
Seller has had a reasonable opportunity to ask questions of and receive answers
from the Buyer concerning the Buyer, and all such questions, if any, have been
answered to the full satisfaction of the Seller;

       

      (c) The
Seller has such knowledge and expertise in financial and asset matters that the
Seller is capable of evaluating the merits and risks involved in an investment
in the Shares and has so evaluated the merits and risks of such
investment;

       

      (d) The
Seller understands that the Buyer has determined that the exemption from the
registration provisions of the Securities Act of 1933, as amended (the
“Securities Act”) with respect to purchasers is applicable to the offer and sale
of the Shares, based, in part, upon the representations, warranties and
agreements made by the Seller herein;

       

      (e)
Except as set forth herein, no representations or warranties have been made to
the Seller by the Buyer or any agent, employee or affiliate of the Buyer and in
entering into this transaction the Seller is not relying upon any information,
other than the results of independent investigation by the Seller;

       

      (f) The
Seller understands and acknowledges that (A) the Shares have not been registered
under the Securities Act or the securities laws of any state, based upon the
exemption from such registration requirements for non-public offerings pursuant
to Rule 506 of Regulation D under the Securities Act; (B) the Shares are and
will be “restricted securities”, as said term is defined in Rule 144 of the
Rules and Regulations promulgated under the Securities Act; (C) the Shares may
not be sold or otherwise transferred unless they have been first registered
under the Securities Act and/or all applicable state securities laws, or unless
exemptions from such registration provisions are available with respect to said
resale or transfer; and (D) the Buyer is under no obligation to register the
Shares under the Securities Act or any state securities law, or to take any
action to make any exemption from any such registration provisions
available.

       

      (g) The
Seller will not sell or otherwise transfer any of the Shares, or any interest
therein, unless and until (A) said Shares shall have first been registered under
the Securities Act and/or all applicable state securities laws; or (B) the
Seller shall have first delivered to the Buyer a written opinion of counsel
(which counsel and opinion (in form and substance) shall be reasonably
satisfactory to the Buyer),  to the effect that the proposed sale or
transfer is exempt from the registration provisions of the Securities Act and
all applicable state securities laws.

       

      (h) The
Seller is acquiring the Shares for its own account for investment purposes only
and not with a view to or for distributing or reselling such Shares or any part
thereof or interest therein, without prejudice, however, to the Seller's right
at all times to sell or otherwise dispose of all or any part of such Shares
pursuant to an effective registration statement under the Securities Act and in
compliance with applicable federal and state securities laws or under an
exemption from such registration.

       

      (i) At
the time the Seller was offered the Shares, it was, and at the date hereof it
is, and it will be, an "accredited investor" as defined in Rule 501(a) under the
Shares Act.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (j) The
Seller is able to bear the economic risk of an investment in the Shares and, at
the present time, is able to afford a complete loss of such
investment.

       

      (k) The
Seller understands that no federal or state agency has approved or disapproved
the Shares, passed upon or endorsed the merits of the offering thereof, or made
any finding or determination as to the appropriateness of the Shares for
investment.

       

      (l) The
Seller understands that the certificates representing the Shares will bear a
legend in substantially the following form:

       

      THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF IN ABSENCE OF (I) AN EFFECTIVE
REGISTRATION STATEMENT FOR SUCH SHARES UNDER SAID ACT OR (II) AN OPINION OF
BUYER COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

       

       

      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.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      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:
Peter Davis

       

      
        
          	By:	
                  /s/
      Peter Davis

                	 	 	
                   

                	 
	Name:	
                  Peter
      Davis

                	 	 	
                   

                	 
	      
                  Title:

                	
                   

                	 	 	
                   

                	 


        

      

      


      BUYER:

      


      CrowdGather,
Inc.

       

      
        
          
            	By:	
                    /s/
      Sanjay Sabnani

                  	 	 	
                     

                  	 
	Name:	
                    Sanjay
      Sabnani

                  	 	 	
                     

                  	 
	      
                    Title:

                  	
                    President
      and CEO

                  	 	 	
                     

                  	 


          

        

         

      

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
A

       

      Description of the Purchased
Assets

       

       

      
        	
                A.  

              	
                The
      following completed Websites associated with the Asset 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.zealot.com

       

      
        	
                B.  

              	
                The
      following Domain Names:

              


      

       

      Seller
owns the following domains registered with Dotster, Inc. and
Domaindiscover.com  that are the subject of the sale to Buyer
CrowdGather:

       

      www.zealot.com

      www.the-gauge.com

      www.cardmodels.net

      www.rcdrifter.com

      www.rcwebboard.com

       

      
        	
                C.  

              	
                Additional
      addons that are installed with the following forum, www.zealot.com,
      and will be transferred to CrowdGather
include:

              


      

       

      1.Vbulletin
license

      2. VbSEO
license

      3. Forum
databases

      4.Photopost
Pro license

      5.vBlogatin
license

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
B

      


      Assumed
Obligations

      


      None