ex_10-1.htm


    
      

      

    

    Exhibit
10.1: SUBSCRIPTION
AGREEMENT

     

    
      THIS
SUBSCRIPTION AGREEMENT (this “Agreement”),
is dated as of __________ __, 2009, by and among CrowdGather, Inc., a Nevada
corporation (the “Company”),
and the subscribers identified on the signature page hereto (each a “Subscriber”
and collectively “Subscribers”).

       

      WHEREAS,
the Company and the Subscribers are executing and delivering this Agreement in
reliance upon an exemption from securities registration afforded by the
provisions of Section 4(2), Section 4(6), Regulation D (“Regulation D”),
and/or Regulation S (“Regulation S”), as
promulgated by the United States Securities and Exchange Commission (the “Commission”) under
the Securities Act of 1933, as amended (the “1933
Act”).

       

      WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained
herein, the Company shall issue and sell to the Subscribers, as provided herein,
and the Subscribers, in the aggregate, shall purchase in new funds to the
Company not less than approximately $1,300,000 and not more than approximately
$2,400,000 in the aggregate (the “Purchase Price”) of
units of the Company’s securities, consisting of 8% Secured Straight Convertible
Debentures substantially in the form attached hereto as Exhibit A (the “Debentures”) and
common stock purchase warrants substantially in the form attached hereto as
Exhibit B (the “Warrants,” with the
Debentures, the “Units”);

       

      NOW,
THEREFORE, in consideration of these presents and for such other good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the Company and the Subscribers hereby agree as
follows:

       

      1.           Closing
Date.  The initial “Closing Date” shall
be the same date as not less than approximately $1,300,000 of new funds
representing the cash purchase price of a concurrent private placement of Units
is transmitted by wire transfer or otherwise credited to or for the benefit of
the Company.  The initial “Closing” of the
transactions contemplated herein shall take place concurrently therewith at the
offices of Baker & Hostetler llp, 600 Anton Blvd., Suite 900, Costa Mesa,
California 92626, upon the satisfaction or waiver of all conditions to closing
set forth in this Agreement.  Subject to the satisfaction or waiver of
the terms and conditions of this Agreement, on the Closing Date, each Subscriber
shall purchase, and the Company shall sell to each Subscriber, a Debenture in
the initial principal amount as is set forth next to such Subscriber’s name on
its respective Subscription Agreement.  In connection therewith, the
Company shall grant to the Subscriber a Warrant for the purchase of shares of
the Company’s common stock, $0.001 par value per share (the “Common Stock”), in an
amount set forth next to such Subscriber’s name on its respective Subscription
Agreement. One or more subsequent Closings shall occur on or before July 15,
2009, to a maximum Purchase Price of approximately $2,400,000.

       

      2.           The Subscribers’ Conditions
to the Initial  Closing.  Each of the following shall
have occurred prior to or contemporaneously with the initial Closing, unless
otherwise waived in writing by each Subscriber who has tendered a Subscription
Agreement for the Initial Closing:

       

      (a)           Not
less than approximately $1,075,000 in outstanding principal and accrued interest
and fees thereon shall have been converted into Units on substantially the same
terms and conditions as those set forth herein, subject to any previously extant
placement pricing rights in favor of such converting debt holders;
and

       

       (b)          The
Lock-up Agreements, as amended, substantially in the form attached hereto as
Exhibit D, shall have been executed and delivered to the Company by those
persons listed on Schedule 2(b).

       

      3.           Reserved.

       

      4.           The Subscriber’s
Representations and Warranties.  Each Subscriber hereby
represents and warrants to and agrees with the Company only as to such
Subscriber that:

       

      (a)           Organization and Standing of
the Subscribers.  If such
Subscriber is an entity, such Subscriber is a corporation, partnership, or other
entity duly incorporated or organized, validly existing, and in good standing
under the laws of the jurisdiction of its incorporation or
organization.

       

      
        
          
          

        

        
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      (b)           Authorization and
Power.  Such Subscriber has the
requisite power and authority to enter into and perform this
Agreement.  The execution, delivery, and performance of this Agreement
by such Subscriber and the consummation by it of the transactions contemplated
hereby have been duly authorized by all necessary corporate or partnership
action, and no further consent or authorization of such Subscriber or its board
of directors, stockholders, partners, members, or managers, as the case may be,
is required.  This Agreement has been duly authorized, executed, and
delivered by such Subscriber and constitutes a valid and binding obligation of
such Subscriber enforceable against such Subscriber in accordance with the terms
hereof.

       

      (c)           No Conflicts.  The execution, delivery, and performance of
this Agreement and the consummation by such Subscriber of the transactions
contemplated hereby or relating hereto do not and will not (i) result in a
violation of such Subscriber’s charter documents or bylaws or other
organizational documents or (ii) conflict with, or constitute a default (or
an event which with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment, acceleration, or
cancellation of any agreement, indenture, or instrument or obligation to which
such Subscriber is a party or by which its properties or assets are bound, or
result in a violation of any law, rule, or regulation, or any order, judgment or
decree of any court or governmental agency applicable to such Subscriber or its
properties (except for such conflicts, defaults, and violations as would not,
individually or in the aggregate, have a material adverse effect on such
Subscriber).  Such Subscriber is not required to obtain any consent,
authorization, or order of, or make any filing or registration with, any court
or governmental agency in order for it to execute, deliver, or perform any of
its obligations under this Agreement or to purchase the Units in accordance with
the terms hereof, provided that for purposes of the representation made in this
sentence, such Subscriber is assuming and relying upon the accuracy of the
relevant representations and agreements of the Company
herein.

       

      (d)           Information on
Company.   Such
Subscriber has had access to the EDGAR Website of the Commission to the periodic
reports that the Company has filed with the Commission that are available at the
EDGAR website (collectively, the “SEC
Reports”).

       

      (e)           Information on
Subscriber.  Such
Subscriber is an “accredited investor,”
as such term is defined in Regulation D promulgated by the Commission under the
1933 Act, is experienced in investments and business matters, has made
investments of a speculative nature and has purchased securities of United
States publicly-owned companies in private placements in the past and, with its
representatives, has such knowledge and experience in financial, tax, and other
business matters as to enable such
Subscriber to utilize the information made available by the Company to evaluate
the merits and risks of and to make an informed investment decision with respect
to the proposed purchase, which represents a speculative
investment.  Such Subscriber has
the authority and is duly and legally qualified to purchase and own the Units
and their component parts and is able to bear the risk of such investment for an
indefinite period and to afford a complete loss thereof.  The
information set forth on the signature page hereto regarding such Subscriber is accurate.

       

      (f)           Purchase of the
Units.  On the Closing Date, such Subscriber will purchase the Units as
principal for its own account for investment only and not with a view toward, or
for resale in connection with, the public sale or any distribution thereof or of
any of their component parts.

       

      (g)           Compliance with Securities
Laws.  Such Subscriber
understands and agrees that the Units and their component parts have not been
registered under the 1933 Act or any applicable state securities laws, by reason
of their issuance in a transaction that does not require registration under the
1933 Act (based in part on the accuracy of the representations and warranties of
such Subscriber contained herein), and that
such Debentures and Warrants, and the underlying shares of Common Stock must be
held indefinitely unless a subsequent disposition is registered under the 1933
Act or any applicable state securities laws or is exempt from such
registration.  Such Subscriber
will comply with all applicable rules and regulations in connection with the
sales of the Units, their component parts, and the underlying shares of Common
Stock.

       

      
        
          
          

        

        
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      (h)           Securities
Legend.  The Debentures, the Warrants, and the underlying
shares of Common Stock  shall bear the following or similar
legend:

       

      “THE
ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE
STATE SECURITIES LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED, OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE
REGISTRATION STATE-MENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE
HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER
SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT.

       

      (i)           Communication of
Offer.  The offer to sell the Units was directly communicated
to such Subscriber by the Company.  At no time was such Subscriber
presented with or solicited by any leaflet, newspaper or magazine article, radio
or television advertisement, or any other form of general advertising or
solicited or invited to attend a promotional meeting otherwise than in
connection and concurrently with such communicated offer.

       

      (j)           Authority;
Enforceability.  This Agreement and other agreements delivered
together with this Agreement or in connection herewith have been duly
authorized, executed, and delivered by such Subscriber and are valid and binding
agreements enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of
general applicability relating to or affecting creditors’ rights generally and
to general principles of equity; and such Subscriber has full power and
authority necessary to enter into this Agreement and such other agreements and
to perform its obligations hereunder and under all other agreements entered into
by such Subscriber relating hereto.

       

      (k)           Restricted
Securities.  Such Subscriber understands that the Units, their
component parts, and the underlying shares of Common Stock, have not been
registered under the 1933 Act and such Subscriber will not sell, offer to sell,
assign, pledge, hypothecate, or otherwise transfer any of the Units, their
component parts, or the underlying shares of Common Stock unless pursuant to an
effective registration statement under the 1933 Act, or unless an exemption from
registration is available.  Notwithstanding anything to the contrary
contained in this Agreement, such Subscriber may transfer (without restriction
and without the need for an opinion of counsel) the Units and their component
parts to its Affiliates (as defined below) provided that each such Affiliate is
an “accredited
investor” under Regulation D and such Affiliate agrees to be bound by the
terms and conditions of this Agreement.  For the purposes of this
Agreement, an “Affiliate” of any
person or entity means any other person or entity directly or indirectly
controlling, controlled by, or under direct or indirect common control with such
person or entity.  For purposes of this definition, “control” means the
power to direct the management and policies of such person or firm, directly or
indirectly, whether through the ownership of voting securities, by contract, or
otherwise.

       

      (l)           No Governmental
Review.  Such Subscriber understands that no United States
federal or state agency or any other governmental or state agency has passed on
or made recommendations or endorsement of the Units and their component parts or
the suitability of the investment in the Units nor have such authorities passed
upon or endorsed the merits of the offering of the Units.

       

      (m)           Correctness of
Representations.  Such Subscriber represents as to such
Subscriber that the foregoing representations and warranties are true and
correct as of the date hereof and, unless such Subscriber otherwise notifies the
Company prior to the Closing Date, shall be true and correct as of the Closing
Date.

       

      5.           Company Representations and
Warranties.  The Company represents and warrants to and agrees
with each Subscriber that:

       

      
        
          
          

        

        
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      (a)           Due
Incorporation.  The Company is a corporation duly incorporated,
validly existing, and in good standing under the laws of Nevada and has the
requisite corporate power to own its properties and to carry on its business as
presently conducted.  The Company is duly qualified as a foreign
corporation to do business and is in good standing in each jurisdiction where
the nature of the business conducted or property owned by it makes such
qualification necessary, other than those jurisdictions in which the failure to
so qualify would not have a Material Adverse Effect.  For purposes
hereof, a “Material
Adverse Effect” shall mean a material adverse effect on the financial
condition, results of operations, prospects, properties, or business of the
Company and its Subsidiaries taken as a whole.  For purposes of this
Agreement, “Subsidiary” means, with
respect to any entity at any date, any corporation, limited or general
partnership, limited liability company, trust, estate, association, joint
venture, or other business entity of which more than 30% of (i) the
outstanding capital stock having (in the absence of contingencies) ordinary
voting power to elect a majority of the board of directors or other managing
body of such entity, (ii) in the case of a partnership or limited liability
company, the interest in the capital or profits of such partnership or limited
liability company or (iii) in the case of a trust, estate, association, joint
venture, or other entity, the beneficial interest in such trust, estate,
association, or other entity business is, at the time of determination, owned or
controlled directly or indirectly through one or more intermediaries, by such
entity.  The Subsidiaries as of the Closing Date are set forth on
Schedule 5(a).

       

      (b)           Outstanding
Stock.  All issued and outstanding shares of capital stock of
the Company have been duly authorized and validly issued and are fully paid and
non-assessable.

       

      (c)           Authority;
Enforceability.  This Agreement has been duly authorized,
executed, and delivered by the Company and is a valid and binding agreement of
the Company enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of
general applicability relating to or affecting creditors’ rights generally and
to general principles of equity.  The Company has full corporate power
and authority necessary to enter into and deliver this Agreement and to perform
its obligations hereunder.

       

      (d)           Consents.  No
consent, approval, authorization or order of any court, governmental agency or
body, or arbitrator having jurisdiction over the Company, Subsidiaries, or any
of their Affiliates, the OTC Bulletin Board (“Bulletin Board”), or
the Company’s stockholders is required for the execution by the Company of this
Agreement and compliance and performance by the Company of its obligations
hereunder, including, without limitation, the issuance and sale of the
Units.

       

      (e)           No Violation or
Conflict.  Assuming the representations and warranties of the
Subscribers in Section 4 are true and correct, neither the issuance and sale of
the Units nor the performance of the Company’s obligations hereunder or
thereunder by the Company will:

       

      (i)           violate,
conflict with, result in a breach of, or constitute a default (or an event which
with the giving of notice or the lapse of time or both would be reasonably
likely to constitute a default) under (A) the Articles of Incorporation,
charter, or bylaws of the Company, (B) to the Company’s knowledge, any decree,
judgment, order, law, treaty, rule, regulation or determination applicable to
the Company of any court, governmental agency or body, or arbitrator having
jurisdiction over the Company or over the properties or assets of the Company or
any of its Affiliates, or (C) the terms of any bond, debenture, note, or any
other evidence of indebtedness, or any agreement, stock option, or other similar
plan, indenture, lease, mortgage, deed of trust, or other instrument to which
the Company or any of its Affiliates is a party, by which the Company or any of
its Affiliates is bound, or to which any of the properties of the Company or any
of its Affiliates is subject; or

       

      (ii)           result
in the creation or imposition of any lien, charge, or encumbrance upon the Units
or any of the assets of the Company or any of its Affiliates except as described
herein or therein; or

       

      (iii)           result
in the activation of any anti-dilution rights or a reset or repricing of any
debt or security instrument of any other creditor or equity holder of the
Company, nor result in the acceleration of the due date of any obligation of the
Company.

       

      
        
          
          

        

        
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      (f)           The Underlying Common
Stock.  The shares of Common Stock underlying the Debentures
and the Warrants, upon issuance in accordance with the terms and conditions of
the Debentures and the Warrants:

       

      (i)           will
be free and clear of any security interests, liens, claims, or other
encumbrances, subject to restrictions upon transfer under the 1933 Act and any
applicable state securities laws;

       

      (ii)           have
been  duly and validly authorized and, on the date of issuance thereof
will be duly and validly issued, fully paid and non-assessable;

       

      (iii)          will
not have been issued or sold in violation of any preemptive or other similar
rights of the holders of any securities of the Company;

       

      (iv)          will
not subject the holders thereof to personal liability solely by reason of being
such holders; and

       

      (v)           assuming
the representations and warranties of the Subscribers as set forth in Section 4
hereof are true and correct, will not result in a violation of Section 5 under
the 1933 Act.

       

      (g)           Litigation.  There
is no pending or, to the best knowledge of the Company, threatened action, suit,
proceeding, or investigation before any court, governmental agency or body, or
arbitrator having jurisdiction over the Company, or any of its Affiliates that
would affect the execution by the Company or the performance by the Company of
its obligations hereunder.  There is no pending or, to the best
knowledge of the Company, basis for or threatened action, suit, proceeding or
investigation before any court, governmental agency or body, or arbitrator
having jurisdiction over the Company, or any of their Affiliates which
litigation if adversely determined would have a Material Adverse
Effect.

       

      (h)           No Market
Manipulation.  The Company and its Affiliates have not taken,
and will not take, directly or indirectly, any action designed to, or that might
reasonably be expected to, cause or result in stabilization or manipulation of
the price of the Common Stock to facilitate the sale or resale of the Common
Stock underlying the Debentures and the Warrants or to affect the price at which
such underlying shares may be issued or resold.

       

      (i)           Information Concerning
Company.  The SEC Reports, including the exhibits and financial
statements included therewith contain all material information relating to the
Company and its operations and financial condition as of their respective dates,
which information is required to be disclosed therein.  The SEC
Reports, including the exhibits and financial statements included therewith, do
not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
taken as a whole, not misleading in light of the circumstances when
made.

       

      (j)           No Integrated
Offering.  Neither the Company, nor any of its Affiliates, nor
any person acting on its or their behalf, have directly or indirectly made any
offers or sales of any security or solicited any offers to buy any security
under circumstances that would cause the offer of the Units pursuant to this
Agreement to be integrated with prior offerings by the Company for purposes of
the 1933 Act or any applicable stockholder approval provisions, including,
without limitation, under the rules and regulations of the Bulletin Board that
would impair the exemptions relied upon in this Offering or the Company’s
ability to comply timely with its obligations hereunder.  Neither the
Company nor any of its Affiliates will take any action or steps that would cause
the offer or issuance of the Units to be integrated with other offerings that
would impair the exemptions relied upon in this Offering or the Company’s
ability to timely comply with its obligations hereunder.  The Company
will not conduct any offering other than the transactions contemplated hereby
that will be integrated with the offer or issuance of the Units that would
impair the exemptions relied upon in connection with the offer and sale of the
Units or the Company’s ability to timely comply with its obligations
hereunder.

       

      (k)           No General
Solicitation.  Neither the Company, nor any of its Affiliates,
nor to its knowledge, any person acting on its or their behalf, has engaged in
any form of general solicitation or general advertising (within the meaning of
Regulation D under the 1933 Act) in connection with the offer or sale of the
Units.

       

      
        
          
          

        

        
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      (l)           No Undisclosed Events or
Circumstances.  Since the date of the most recent audited
financial statements of the Company contained in the SEC Reports, no event or
circumstance has occurred or exists with respect to the Company or its business,
properties, operations, or financial condition, that, under applicable law,
rule, or regulation, requires public disclosure or announcement prior to the
date hereof by the Company but which has not been so publicly announced or
disclosed in the SEC Reports.

       

      (m)           Dilution.  The
Company’s executive officers and directors understand the nature of the Units
being sold hereby and recognize that the issuance of the Common Stock underlying
the Debentures and the Warrants will have a potential dilutive effect on the
equity holdings of other holders of the Company’s equity or rights to receive
equity of the Company.  The board of directors of the Company has
concluded, in its good faith business judgment, that the issuance of the Units
is in the best interests of the Company.

       

      (n)           Reporting
Company.  The Company is a publicly-held company subject to
reporting obligations pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”) and
has its class of Common Stock registered pursuant to Section 12(g) of the
Exchange Act.  Pursuant to the provisions of the Exchange Act, the
Company has timely filed all reports and other materials required to be filed
thereunder with the Commission during the preceding twelve months.

       

      (o)           Correctness of
Representations.  The Company represents that the foregoing
representations and warranties are true and correct as of the date hereof in all
material respects, and, unless the Company otherwise notifies the Subscribers
prior to the Closing Date, shall be true and correct in all material respects as
of the Closing Date; provided, that, if such representation or warranty is made
as of a different date in which case such representation or warranty shall be
true as of such date.

       

      (p)           Potential Cancellation of
Certain Affiliate Shares.  Upon the conversion of not less than
$2,000,000 in initial principal amount of Debentures (whether issued by the
Company in connection with the conversion of Promissory Obligations or in
connection with the new funds representing the cash purchase price of a
concurrent private placement of Units as referenced in paragraph 1, above, or
both), in either case in accordance with the terms hereof and thereof, the
Company’s president, or an Affiliate thereof, shall tender to the Company’s
treasury, for nominal value and for cancellation, 5,000,000 shares of Common
Stock, which nominal value the Company and each Subscriber hereby acknowledge
and agree shall neither be deemed (i) to be the value of Common Stock underlying
the Debentures or the Warrants or any indicium of the value  of the
Units or their component parts or (ii) or the value of the Common Stock in any
future offering thereof by the Company, but rather such nominal value is to be
utilized solely to facilitate the terms of this offering and to minimize the
equity dilution that otherwise might be suffered by the Company’s other
stockholders.

       

      6.           Regulation D Offering;
Regulation S Offering.  The offer and issuance of the Units and
their component parts to the Subscribers is being made pursuant to the exemption
from the registration provisions of the 1933 Act afforded by Section 4(2) or
Section 4(6) of the 1933 Act and/or Rule 506 of Regulation D promulgated
thereunder. If the undersigned is not a U.S. Person, the offer or sale of
the Units and their component parts was made in an “offshore
transaction,” as that term is defined in Rule 902(h), as promulgated
under the 1933 Act.

       

      7.           Broker’s
Commission.  No broker or finder has acted for either the
Company or the undersigned Subscriber in connection with the transactions
contemplated hereby, and no broker or finder is entitled to any brokerage or
finder’s fee or other commissions in respect of such transactions based upon
agreements, arrangements, or understandings made by or on behalf of either party
hereto.

       

      8.           Reserved.

       

      9.           Covenants of the
Company.  The Company covenants and agrees with the Subscribers
as follows:

       

      (a)           Stop
Orders.  The Company will advise the Subscribers, within 24
hours after it receives notice of issuance by the Commission, any state
securities commission, or any other regulatory authority, of any stop order or
of any order preventing or suspending any offering of any securities of the
Company, or of the suspension of the qualification of the Common Stock of the
Company for offering or sale in any jurisdiction, or the initiation of any
proceeding for any such purpose.

       

      
        
          
          

        

        
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      (b)           Use of
Proceeds.  The proceeds of the Offering will be employed by the
Company as described on Schedule 9(b).

       

      (c)           Non-Public
Information.  The Company covenants and agrees that except for
the SEC Reports and exhibits and schedules to this Agreement, neither it nor any
other person acting on its behalf will at any time provide any Subscriber or its
agents or counsel with any information that the Company believes constitutes
material non-public information, unless prior thereto such Subscriber shall have
agreed in writing to receive such information.  The Company
understands and confirms that each Subscriber shall be relying on the foregoing
representations in effecting transactions in securities of the
Company.

       

      10.           Covenants of the Company
Regarding Indemnification.

       

      (a)           The
Company agrees to indemnify, hold harmless, reimburse, and defend the
Subscribers, the Subscribers’ officers, directors, agents, Affiliates, members,
managers, control persons, and principal stockholders, against any claim, cost,
expense, liability, obligation, loss, or damage (including reasonable legal
fees) of any nature, incurred by or imposed upon the Subscriber or any such
person that results, arises out of, or is based upon (i) any material
misrepresentation by Company or breach of any representation or warranty by
Company in this Agreement or in any exhibits or schedules attached hereto, or
other agreement delivered pursuant hereto; or (ii) after any applicable notice
and/or cure periods, any breach or default in performance by the Company of any
covenant or undertaking to be performed by the Company hereunder, or any other
agreement entered into by the Company and Subscriber relating
hereto.

       

      (b)           Promptly
after receipt by Subscriber of notice of the commencement of any action,
Subscriber shall, if a claim in respect thereof is to be made against the
Company hereunder, notify the Company in writing thereof, but the omission so to
notify the Company shall not relieve it from any liability that it may have to
the Subscriber other than under this Section 10(b) and shall only relieve it
from any liability that it may have to such Subscriber under this Section 10(b),
except and only if and to the extent the Company is prejudiced by such omission.
In case any such action shall be brought against the Subscriber and it shall
notify the Company of the commencement thereof, the Company shall be entitled to
participate in and, to the extent it shall wish, to assume and undertake the
defense thereof with counsel satisfactory to such Subscriber, and, after notice
from the Company to such Subscriber of its election so to assume and undertake
the defense thereof, the Company shall not be liable to such Subscriber under
this Section 10(b) for any legal expenses subsequently incurred by such
Subscriber in connection with the defense thereof other than reasonable costs of
investigation and of liaison with counsel so selected, provided, however, that, if the
defendants in any such action include both the Subscriber and the Company and
the Company shall have reasonably concluded that there may be reasonable
defenses available to such Subscriber that are different from or additional to
those available to the Company or, if the interests of the Subscriber reasonably
may be deemed to conflict with the interests of each other, the Subscriber and
the Company, as a group, shall have the right to select one separate counsel,
reasonably satisfactory to the Subscriber and Company, and to assume such legal
defenses and otherwise to participate in the defense of such action, with the
reasonable expenses and fees of such separate counsel and other expenses related
to such participation to be reimbursed by the Company as incurred.

       

      11.           Subscriber
Questionnaire.  Each Subscriber shall answer the questions set
forth in the Subscriber Questionnaire (“Subscriber
Questionnaire”) in the form attached as Exhibit C and deliver such
completed Subscriber Questionnaire to the Company on or prior to the Closing
Date.  The Subscriber represents that the information provided therein
shall be true and correct as of the Closing Date and the date such Subscriber
Questionnaire is delivered to the Company.

       

      12.           Reserved.

       

      13.           Miscellaneous.

       

      
        
          
          

        

        
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      (a)           Notices.  All
notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (i) personally served, (ii) deposited in the
mail, registered or certified, return receipt requested, postage prepaid,
(iii) delivered by reputable air courier service with charges prepaid, or
(iv) transmitted by hand delivery, telegram, or facsimile, addressed as set
forth below or to such other address as such party shall have specified most
recently by written notice.  Any notice or other communication
required or permitted to be given hereunder shall be deemed effective (a) upon
hand delivery or delivery by facsimile, with accurate confirmation generated by
the transmitting facsimile machine, at the address or number designated below
(if delivered on a business day during normal business hours where such notice
is to be received), or the first business day following such delivery (if
delivered other than on a business day during normal business hours where such
notice is to be received) or (b) on the second business day following the date
of mailing by express courier service, fully prepaid, addressed to such address,
or upon actual receipt of such mailing, whichever shall first
occur.  The addresses for such communications shall be:  (i)
if to the Company, to:  CrowdGather, Inc., 20300 Ventura Blvd., Suite
330, Woodland Hills, California 91364, attention:  Sanjay Sabnani,
CEO, with a copy by facsimile only to:  Baker & Hostetler llp, 600
Anton Blvd., Suite 900, Costa Mesa, California 92626,
Attention:  Randolf W. Katz, Esq., facsimile: (714) 754-6611 and (ii)
if to the Subscriber, to:  the one or more addresses and facsimile
numbers indicated on the signature pages hereto.

       

      (b)           Entire Agreement;
Assignment.  This Agreement and other documents delivered in
connection herewith represent the entire agreement between the parties hereto
with respect to the subject matter hereof and may be amended only by a writing
executed by the Company and the affected Subscriber and as described in Section
13(h).  Neither the Company nor the Subscribers have relied on any
representations not contained or referred to in this Agreement and the documents
delivered herewith.  No right or obligation of the Company shall be
assigned without prior notice to and the written consent of the
Subscribers.

       

      (c)           Counterparts/Execution.  This
Agreement may be executed in any number of counterparts and by the different
signatories hereto on separate counterparts, each of which, when so executed,
shall be deemed an original, but all such counterparts shall constitute but one
and the same instrument.  This Agreement may be executed by facsimile
signature and delivered by facsimile transmission.

       

      (d)           Law Governing this
Agreement.  This Agreement shall be governed by and construed
in accordance with the laws of the State of Nevada without regard to principles
of conflicts of laws.  Any action brought by either party against the
other concerning the transactions contemplated by this Agreement shall be
brought only in the state courts of Nevada or in the federal courts located in
the state of Nevada.  The parties to this Agreement hereby irrevocably
waive any objection to jurisdiction and venue of any action instituted hereunder
and shall not assert any defense based on lack of jurisdiction or venue or based
upon forum non
conveniens.  The parties executing this Agreement and other
agreements referred to herein or delivered in connection herewith on behalf of
the Company agree to submit to the in personam
jurisdiction of such courts and hereby irrevocably waive trial by
jury.  The prevailing party shall be entitled to recover from the
other party its reasonable attorney’s fees and costs.  In the event
that any provision of this Agreement or any other agreement delivered in
connection herewith is invalid or unenforceable under any applicable statute or
rule of law, then such provision shall be deemed inoperative to the extent that
it may conflict therewith and shall be deemed modified to conform with such
statute or rule of law.  Any such provision which may prove invalid or
unenforceable under any law shall not affect the validity or enforceability of
any other provision of any agreement.

       

      (e)           Specific Enforcement,
Consent to Jurisdiction.  The Company and Subscriber
acknowledge and agree that irreparable damage would occur in the event that any
of the provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached.  It is accordingly agreed
that the parties shall be entitled to seek an injunction or injunctions to
prevent or cure breaches of the provisions of this Agreement and to enforce
specifically the terms and provisions hereof, this being in addition to any
other remedy to which any of them may be entitled by law or
equity.  Nothing in this Section shall affect or limit any right to
serve process in any other manner permitted by law.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (f)           Independent Nature of
Subscribers.  The Company acknowledges that the obligations of
each Subscriber hereunder are several and not joint with the obligations of any
other Subscriber, and no Subscriber shall be responsible in any way for the
performance of the obligations of any other Subscriber hereunder.  The
Company acknowledges that each Subscriber has represented that the decision of
each Subscriber to purchase the Units has been made by such Subscriber
independently of any other Subscriber and independently of any information,
materials, statements, or opinions as to the business, affairs, operations,
assets, properties, liabilities, results of operations, condition (financial or
otherwise), or prospects of the Company that may have been made or given by any
other Subscriber or by any agent or employee of any other Subscriber, and no
Subscriber or any of its agents or employees shall have any liability to any
Subscriber (or any other person) relating to or arising from any such
information, materials, statements, or opinions.  The Company
acknowledges that nothing contained herein, and no action taken by any
Subscriber pursuant hereto or thereto shall be deemed to constitute the
Subscribers as a partnership, an association, a joint venture or any other kind
of entity, or create a presumption that the Subscribers are in any way acting in
concert or as a group with respect to such obligations or the transactions
contemplated hereby.  The Company acknowledges that each Subscriber
shall be entitled to protect and enforce its rights independently, including
without limitation, the rights arising herein, and it shall not be necessary for
any other Subscriber to be joined as an additional party in any proceeding for
such purpose.  The Company acknowledges that it has elected to provide
all Subscribers with the same terms and form of Subscription Agreement for the
convenience of the Company and not because Company was required or requested to
do so by the Subscribers.  The Company acknowledges that such
procedure with respect hereto in no way creates a presumption that the
Subscribers are in any way acting in concert or as a group with respect hereto
or the transactions contemplated hereby.

       

      (g)           Consent.  As
used in the Agreement, “consent of the
Subscribers” or similar language means the consent of holders (the “Required Holders”) of
not less than 51% of the principal amount of the Debentures owed by the Company
on the date consent is requested and, if the Debentures have been paid or
converted in full, then of not less than 51% of the Common Stock underlying any
unexercised Warrants held by the Subscribers on the date consent is
requested.

       

      (h)           Equal
Treatment.  No consideration shall be offered or paid to any
person to amend or consent to a waiver or modification of any provision hereof
unless the same consideration is also offered and paid to all of the Subscribers
and their respective, permitted successors and assigns.

       

      (i)           Calendar
Days.  All references to “days” herein shall
mean calendar days unless otherwise stated.  The terms “business days” and
“trading days”
shall mean days that the New York Stock Exchange is open for trading for three
or more hours.  Time periods shall be determined as if the relevant
action, calculation or time period were occurring in Nevada.  Any
deadline that falls on a non-business day herein shall be automatically extended
to the next business day and interest, if any, shall be calculated and payable
through such extended period.

       

      (j)           Captions; Certain
Definitions.  The captions of the various sections and
paragraphs of this Agreement have been inserted only for the purposes of
convenience; such captions are not a part of this Agreement and shall not be
deemed in any manner to modify, explain, enlarge, or restrict any of the
provisions of this Agreement.  As used in this Agreement the term
“person” shall
mean and include an individual, a partnership, a joint venture, a corporation, a
limited liability company, a trust, an unincorporated organization, and a
government or any department or agency thereof.

       

      (k)           Severability.  In
the event that any term or provision of this Agreement shall be finally
determined to be superseded, invalid, illegal, or otherwise unenforceable
pursuant to applicable law by an authority having jurisdiction and venue, that
determination shall not impair or otherwise affect the validity, legality or
enforceability (i) by or before that authority of the remaining terms and
provisions of this Agreement, which shall be enforced as if the unenforceable
term or provision were deleted or (ii) by or before any other authority of any
of the terms and provisions of this Agreement.

       

      (l)           Successor
Laws.  References herein to laws, rules, regulations, and forms
shall also include successors to and functionally equivalent replacements of
such laws, rules, regulations, and forms.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      SIGNATURE
PAGE TO SUBSCRIPTION AGREEMENT

       

      Please
acknowledge your acceptance of the foregoing Subscription Agreement by signing
and returning a copy to the undersigned whereupon it shall become a binding
agreement between us.

       

      
        
          
            	 	
                    CrowdGather,
      Inc.

                    a
      Nevada corporation

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	 	 
	 	 	Sanjay
      Sabnani, CEO	 
	 	 	 	 
	 	Dated:
      _________________, 2009	 


          

        

      

       

       

      
        
          
            
              
                
                  
                    
                      
                        	
                                SUBSCRIBER

                              	 	
                                INITIAL
      PRINCIPAL

                                AMOUNT
      OF

                                DEBENTURES

                                (AGGREGATE

                                (CONVERSION)

                              	 	
                                NUMBER

                                OF

                                WARRANTS

                              
	
                                 

                                Name
      of Subscriber:

                                ______________________________________

                                 

                                Address:

                                ______________________________________

                                ______________________________________

                                 

                                 

                                Fax
      No.: _______________________________

                                 

                                Email
      address (not for notice purposes):

                                ______________________________________

                                 

                                Social
      Security Number or Taxpayer ID# (if applicable):

                                ______________________________________

                                 

                                Jurisdiction
      of organization (for entities):

                                ______________________________________

                                ______________________________________

                                 

                                By:___________________________________

                                Name:

                                Title:__________________________________

                                 

                              	 	
                                 

                                $1,300,000.00

                                 

                                 

                                 

                                 

                              	 	
                                 

                                928,571.00

                              


                      

                    

                  

                

              

            

          

        

      

      


       

      10