0001469299-15-000008 Sample Contracts

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • February 20th, 2015 • CrowdGather, Inc. • Services-computer processing & data preparation • California

This Note Purchase Agreement (the "Agreement”) is made as of February 13, 2015 by and between CrowdGather, Inc. a Nevada corporation with principal offices at 20300 Ventura Blvd. Suite 330, Woodland Hills, CA 91364 (the "Company") and Iconic Holdings, LLC, a Delaware LLC with principal offices at 7200 Wisconsin Ave, Suite 206, Bethesda, MD 20814 (the "Purchaser"). As used herein, the term “Parties” shall be used to refer to the Company and Purchaser jointly.

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8% CONVERTIBLE PROMISSORY NOTE
CrowdGather, Inc. • February 20th, 2015 • Services-computer processing & data preparation • California

This Note is a duly authorized Convertible Promissory Note of CrowdGather, Inc. a corporation duly organized and existing under the laws of the State of Nevada (the “Company”), designated as the Company's 8% Convertible Promissory Note due February 13, 2016 (“Maturity Date”) in the principal amount of $108,000 (the “Note”).

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