EXHIBIT 10.2




 




Subscription Agreement


 


 


 



CROWDGATHER, INC.


 


A Nevada
Corporation











(For Accredited
Investors Only)


SUBSCRIPTION AGREEMENT AND REPRESENTATIONS 






TO: CrowdGather, Inc. 


Gentlemen:




                I, the
undersigned, understand that CrowdGather, Inc., a Nevada Corporation (the
"Company") is offering Commercial Promissory notes,
("notes", "Note" or "securities") in the form
attached as Exhibit A, convertible to shares of common stock.   




                I hereby offer to
accept and purchase $__,000 in the form of the Note and upon acceptance
by you, agree to become a noteholder of the Company and agree to the terms as
set forth herein, and as contained in the Note.  In order to induce the Company
to accept my offer, I advise you as follows:




(1)           Receipt
of copies of the Company filings with the Securities and Exchange Commission
and such other documents as I have requested.  I hereby acknowledge that I
have received the documents (as may be supplemented from time to time) relating
to the Company, referenced in the title of this subsection, and any other
documents I have requested.




(2)           Availability
of Information.  I hereby acknowledge that the Company has made available
to me the opportunity to ask questions of, and receive answers from the Company
and any other person or entity acting on its behalf, concerning the information
contained in corporate documents and to obtain any additional information, to
the extent the Company possesses such information or can acquire it without
unreasonable effort or expense, necessary to verify the accuracy of the
information provided by the Company and any other person or entity acting on
its behalf.




(3)           Representations
and Warranties.  I represent and warrant to the Company (and understand
that it is relying upon the accuracy and completeness of such representations
and warranties in connection with the availability of an exemption for the
offer and sale of the securities from the registration requirements of
applicable federal and state securities laws) that:




(A)  RESTRICTED SECURITIES.




(i)  I understand that the securities have not been registered
under the Securities Act of 1933, as amended (the Act), or any state securities
laws and are being offered to me, as an accredited investor, pursuant to an
applicable exemption from Registration under Regulation D and/or Section 4(6)
of the Securities Act of 1933.




(ii)  I understand that if my subscription offer is accepted and the
securities are sold to me, I cannot sell or otherwise dispose of the securities
unless the securities are registered under the Act or the state securities laws
or exemptions there from are available (and consequently, that I must bear the
economic risk of the investment for an indefinite period of time):




(iii)  I understand that the Company has no obligation now or at any time
to register the securities under the Act or the State securities laws or obtain
exemptions therefrom.




(iv)  I understand that the Company will restrict the transfer of the
securities in accordance with the foregoing representations.




(B)  LEGEND.




        I agree that any certificate representing the securities will
contain and be endorsed with the following, or a substantially equivalent,
LEGEND:


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"This security has been acquired pursuant to investment
representations by the holder and shall not be sold, pledged, hypothecated or
donated, or otherwise transferred except upon the issuance to Company of a
favorable opinion by its counsel and the submission to the Company of other
evidence satisfactory to and as required by counsel to the Company; that any
such transfer will not violate the Securities Act of 1933, as amended, and
applicable state securities laws."




(C)  AGE AND CITIZENSHIP.




        I am at least twenty-one years old and a citizen of
____________________________________.




(D)  ACCURACY OF INFORMATION.




All information which I have provided to the Company concerning
my financial position and knowledge of financial and business matters is
correct and complete as of the date set forth at the end hereof, and if there
should be any material change in such information prior to acceptance of this
subscription offer by the Company, I will immediately provide the Company with
such information.




(E)  OFFERING
PROCEDURE.




        I
understand that this subscription offer is subject to each of the following
terms and conditions:




(i)  The Company may reject this subscription offer for any reason, and
this subscription offer shall become binding upon the Company only when
accepted, in writing, by the Company.




(ii)  This subscription offer may not be withdrawn by me.




(F)  SUITABILITY. 
I hereby warrant and represent:




(i)  That I can afford a complete loss of the investment and can afford
to hold the securities being purchased hereunder for an indefinite period of
time;




(ii)  That I consider this investment a suitable investment and;




(iii)  That I have had prior experience in financial matters and
investments.




(G) 
RESTRICTIONS ON TRANSFER OF SUBSCRIPTION.




This
subscription is personal to the investor whose name and address appear below. 
It may not be sold, transferred, assigned or otherwise disposed of to any other
person, natural or artificial, except as allowed by company to family, or
pursuant to an applicable exemption.




(H)  CONDITIONS.




 This
subscription shall become binding upon the Company and me only when accepted,
in writing, by the Issuer.




(I) REPRESENTATIONS
AND ACKNOWLEDGMENTS.




(i)    I have been furnished and have carefully read the Offering
Memorandum and other documents furnished by the Company, including this
Subscription Agreement.  I am aware that:




(a)  There are substantial risks incident to the ownership of
securities in the Company, and such investment is speculative and involves a
high degree of risk of loss by me of my entire investment in the Company;


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(b)  No federal or state agency has passed upon the securities or made
any finding or determination concerning the fairness of this investment;




(ii)  I acknowledge that I have been advised to consult my own attorney
and investment advisor concerning the investment.




(iii)  I acknowledge that the investment in the Company is an illiquid
investment.  In particular, I recognize that:




(a)  Due to restrictions described below, the lack of any market
existing or to exist for the Notes, in the event I should attempt to sell my
note in the Company, or in the event I convert to common stock in the Company,
my investment may be highly illiquid, and probably must be held indefinitely.




(b)  I must bear the economic risk of investment in the securities for
an indefinite period of time, since the securities have not been registered
under the Securities Act of 1933, as amended.  Therefore, the securities cannot
be offered, sold, transferred, pledged, or hypothecated to any person unless
either they are subsequently registered under said Act or an exemption from such
registration is available and the favorable opinion of counsel for the Company
to that effect is obtained.




(b)  My right to transfer my securities will also be restricted as
provided in this Subscription Agreement.




(J)  I further represent and warrant to the Company that:




(i)  I have carefully reviewed and understand the risks of, and other
considerations relating to, a purchase of securities, including the risks set
forth in this Agreement.




(ii)  I and my investment advisors, if any, have been furnished all
materials relating to the Company and its proposed activities, the offering of
notes, or anything which they have requested and have been afforded the
opportunity to obtain any additional information necessary to verify the
accuracy of any representations or information set forth in the documents;




(iii)  The Company has answered all inquiries that I and my investment
advisors, if any, have put to it concerning the Company and its proposed
activities and the offering and sale of the securities;




(iv)  Neither I nor my investment advisors, if any, have been furnished
any offering literature and I and my investment advisors, if any, have relied
only on the information contained in the Company's Securities and Exchange
Commission filings and such exhibits and the information, furnished or made
available to us by the Company;




(v)  I am acquiring the securities for which I hereby subscribe for my
own account, as principal, for investment purposes only and not
with a view to the immediate resale or distribution of all or any part of such
securities, and that I have no present intention, agreement or arrangement to
divide my participation with others or to resell, transfer or otherwise dispose
of all or any part of the notes subscribed for unless and until I determine, at
some future date, that changed circumstances, not in contemplation at the time
of this purchase, makes such disposition advisable;




(vi)  I, the undersigned, if on behalf of a corporation, partnership,
trust, or other form of business entity, affirm that: it is authorized and
otherwise duly qualified to purchase and hold securities of the Company;
recognize that the information under the caption as set forth in (a) above
related to investments by an individual and does not address the federal income
tax consequences of an investment by any of the aforementioned entities and
have obtained such additional tax advice that I have deemed necessary; such
entity has its principal place of business as set forth below; and such entity
has not been formed for the specific purpose of acquiring securities of the
Company.


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(vii)  I have adequate means of providing for my current needs and
personal contingencies and have no need for liquidity in this investment; and




(K) I hereby adopt, accept, and agree to be bound by all the terms and
conditions of this Agreement, and by all of the terms and conditions of the
Articles of Incorporation, and amendments thereto, and By-Laws.  Upon
acceptance of this Subscription Agreement by the Company, I shall become a noteholder
for all purposes, and the securities subscribed shall be issued.




(L) The Subscription, upon acceptance by the Company, shall be binding
upon my heirs, executors, administrators, successors, and assigns.




(M) I further hereby represent and warrant that:




I have either a net worth (exclusive of home, home furnishings,
and automobiles) of at least ten times the amount of the investment.  If
purchaser is a corporation, it is on a consolidated basis according to its most
recent financial statement, within the above standards, and if purchaser is a
partnership, each partner is within the above standards.




 (N)  I further hereby represent that either:




(i)  I have such knowledge and experience in business and financial
matters that I am capable of evaluating the Company and proposed activities
thereof, the risks and merits of investment in the securities and of making an
informed investment decision thereon, and am not utilizing a purchaser
representative in connection with evaluating such risks and merits; or




(ii)  I and the persons listed in (iii) below (not affiliated with the
Company) together have such knowledge and experience in financial and business
matters that we are capable of evaluating the merits and risks of investment in
the securities and make an informed decision.




      (Note:  If (i) is correct, cross out (ii).  If (ii) is
appropriate, cross out (i) and in (iii) below, list and indicate professional
or business relationship to the undersigned relied upon, or with whom the
undersigned consulted, in evaluating the merits and risks investment in the
notes.  If such person is serving as a Purchaser Representative of me, have
such individual(s) complete a Purchaser Representative Affidavit obtained from
the Company.




(iii) In evaluating the merits and risks of investment in the Notes, I have
relied upon the advice of, or consulted with the following persons as Purchaser
Representatives (not affiliated with the Company):




                




___________________________________________


 Name


                                


  ___________________________________________


 Relationship




 




 ___________________________________________


 Name




 




 ___________________________________________


 Relationship




(O)  I have/have not previously invested in private placement
securities (such as stock, equipment leasing, mineral, oil and gas, or real
estate syndications).   (CROSS OUT INCORRECT ANSWERS)


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(P)  I hereby represent and agree to indemnify the Company and hold
the Company harmless from and against any and all liability, damage, cost, or
expense incurred on account of or arising out of:




(i)  Any inaccuracy in my declarations, representations, and warranties
hereinabove set forth;




(ii)  The disposition of any of the notes, or stock, if converted,
which I will receive, contrary to my foregoing declarations, representations,
and warranties; and




(iii)  Any action, suit or proceeding based upon (1) the claim that
said declarations, representations, or warranties were inaccurate or misleading
or otherwise cause for obtaining damages or redress from the Company; or (2)
the disposition of any of the notes or any part thereof.




(Q) This Agreement shall be construed in accordance with and governed
by the laws of the State of Nevada, except as to the manner in which the
subscriber elects to take title to notes in the Company which shall be
construed in accordance with the State of his principal residence.




(R)  Upon request of the Company, I shall provide a sworn and signed copy of
my current financial statement, which shall be held confidential, except for
the purposes of showing regulatory compliance with the Rules of the Securities
Exchange Commission.




                Subscription
for Notes:




                $
value of Notes subscribed for: $__,000 




                Total
consideration:                      $__,000




                Subscriber:


Name (please
print)        
_____________________________




Social
Security No.         _____________________________




Address:                         
_____________________________




(including
Zip Code)     ________________________________




Phone                          
(_______)________________________




Nature
of Business        _______________________________




Net
Worth                    $______________________________




  Liquid
Assets               $______________________________




4.  Accredited Investor.  I represent that I am / I am not
(CROSS OUT INCORRECT ANSWER) an "Accredited Investor" or an Officer of an "Accredited Investor" as
defined below:




Accredited investor shall mean any person who comes within any of
the following categories, or who the issuer reasonably believes come within any
of the following categories, at the time of the sale of the securities to that
person.




(A) Any bank as defined in section 3(a)(2) of the Act, or any
savings and loan association or other institution as defined in section
3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity;
any broker or dealer registered pursuant to section 15 of the Securities
Exchange Act of 1934; any insurance company as defined in section 2(13) of the
Act; any investment company registered under the Investment Company Act of 1940
or a business development company as defined in section 2(a)(48) of that Act;
any Small Business Investment Company licensed by the U.S. Small Business
Administration under section 301(c) or (d) of the Small Business Investment Act
of 1958; any plan established and maintained by a state, its political 


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subdivisions,
or any agency or instrumentality of a state or its political subdivisions, for
the benefit of its employees, if such plan has total assets in excess of
$5,000,000; any employee benefit plan within the meaning of the Employee
Retirement Income Security Act of 1974 if the investment decision is made by a
plan fiduciary, as defined in section 3(21) of such act, which is either a bank,
savings and loan association, insurance company, or registered investment
adviser, or if the employee benefit plan has total assets in excess of
$5,000,000 or, if a self-directed plan, with investment decisions made solely by
persons that are accredited investors;




(B)  Any private business development company as defined in section
202(a)(22) of the Investment Advisers Act of 1940;




(C) Any organization described in section 501(c)(3) of the Internal
Revenue Code, corporation, Massachusetts or similar business trust, or
partnership, not formed for the specific purpose of acquiring the securities
offered, with total assets in excess of $5,000,000;




(D) Any director, executive officer, or general partner of the issuer
of the securities being offered or sold, or any director, executive officer, or
general partner of a general partner of that issuer;




(E) Any natural person whose individual net worth, or joint net worth
with that person's spouse, at the time of his purchase exceeds $1,000,000,
excluding the value of such persons' primary residence, except if the debt on
such residence exceeds its value, then the excess shall be deducted from the
net worth in the computation;




(F) Any natural person who had an individual income in excess of
$200,000 in each of the two most recent years or joint income with that
person's spouse in excess of $300,000 in each of those years and has a
reasonable expectation of reaching the same income level in the current year;




(G)   Any trust, with total assets in excess of $5,000,000, not formed
for the specific purpose of acquiring the securities offered, whose purchase is
directed by a sophisticated person as described in §230.506(b)(2)(ii); and




(H)  Any entity in which all of the equity owners are accredited
investors.




(I)   An entity or person defined under SEC CFR §230.001 and
California Corporations Code §25102(n) (by inclusion).




4) TITLE




I will hold
title to my interest as follows:




        {  } 
Community Property




        {  } 
Joint Tenants with Right Survivorship




        {  } 
Tenants in Common




        {  } 
Individually




        {  } 
Other:  (Corporation, Trust, Etc., please indicate)




      (Note: 
Subscribers should seek the advice of their attorneys in deciding in which of
the above forms they should take ownership of the securities, since different
forms of ownership can have varying gift tax and other consequences, depending
on the state of the investor's domicile and their particular personal 


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circumstances. 
For example, in community property states, if community property assets are used
to purchase notes held in individual ownership, this might have adverse gift tax
consequences.  IF OWNERSHIP IS BEING TAKEN IN JOINT NAME WITH A SPOUSE OR
ANY OTHER PERSON, THEN ALL SUBSCRIPTION DOCUMENTS MUST BE EXECUTED BY ALL SUCH
PERSONS.)


 




IN WITNESS
WHEREOF, subject to acceptance by the Company, I have completed this
Subscription Agreement to evidence my Subscription as set forth hereinabove,
and I hereby agree to accept a Note in the form attached hereto as Exhibit A in
the amount of $__,000, convertible to common stock
of the company, this 5th day of September, 2016.








	
    
 

    	 	
    
 

    
	Subscriber	 	Subscriber







Mailing Address:




____________________________________




____________________________________












THIS SUBSCRIPTION OFFER IS
ACCEPTED THIS _____ DAY OF _______________________, 2016.






 CrowdGather, Inc.


A Nevada
Corporation








 









By:______________________________________






Its:
______________________________________






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