EXHIBIT 10.1
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. IT MAY
NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A
REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITY UNDER SUCH ACT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.
CROWDGATHER, INC.
SECURED SUBORDINATEDPROMISSORY NOTE
$372,000 Woodland Hills, California
July 27, 2015
CrowdGather, Inc., a Nevada corporation (the "COMPANY"), for value
received, hereby promises to pay to Vinay Holdings ("HOLDER"), the sum of
Three-Hundred and Seventy-Two Thousand Dollars ($372,000) on the terms and
conditions set forth in this Secured Promissory Note (the "NOTE"). Payment for
all amounts due hereunder shall be made by mail to the registered address of
Holder. The performance of the obligations of the Company hereunder are secured
in accordance with the terms of a Security Agreement of even date herewith and
all other present and future security agreements between the Company and Holder.
The following is a statement of the rights of Holder of this Note and
the conditions to which this Note is subject, and to which Holder hereof, by the
acceptance of this Note, agrees:
1. MATURITY. The principal hereof and any unpaid accrued interest
hereon, as set forth below, shall be due and payable on the earlier to occur of:
(i) September 25, 2015 ("MATURITY DATE"); and (ii) when declared due and payable
by Holder upon the occurrence of an Event of Default (as defined below).
2. INTEREST. This Note shall accrue interest on the principal for a
period of one year from the date of this Note at a rate of the lower of (i)
twelve percent (12%) per annum; or (ii) the maximum allowable rate under
applicable laws (such rate, the "INTEREST RATE"). Interest shall be calculated
on the basis of a 360-day year for the actual number of days elapsed. If there
occurs an acceleration or prepayment of the Note prior to the Maturity Date in
accordance with the terms hereof, all interest due and payable at such time on
the principal amount due shall be paid in full. All payments hereunder are to be
applied first to reasonable costs and fees referred to herein, second to the
payment of accrued interest, and the remaining balance to the payment of
principal.
3. EVENTS OF DEFAULT. If any of the events specified in this Section 3
shall occur (herein individually referred to as an "EVENT OF DEFAULT"), Holder
may, so long as such condition exists, declare the entire principal and unpaid
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accrued interest hereon immediately due and payable, by notice in writing to the
Company:
(a) Default in the payment of the principal or unpaid accrued
interest of this Note when due and payable;
(b) The institution by the Company of proceedings to be
adjudicated as bankrupt or insolvent, or the consent by it to institution of
bankruptcy or insolvency proceedings against it or the filing by it of a
petition or answer or consent seeking reorganization or release under the
Federal Bankruptcy Act, or any other applicable Federal or state law, or the
consent by it to the filing of any such petition or the appointment of a
receiver, liquidator, assignee, trustee or other similar official of the
Company, or of any substantial part of its property, or the making by it of an
assignment for the benefit of creditors, or the taking of corporate action by
the Company in furtherance of any such action;
(c) If, within 60 calendar days after the commencement of an
action against the Company, without the consent or acquiescence of the Company
(and service of process in connection therewith on the Company) seeking any
bankruptcy, insolvency, reorganization, liquidation, dissolution or similar
relief under any present or future statute, law or regulation, such action shall
not have been resolved in favor of the Company or all orders or proceedings
thereunder affecting the operations or the business of the Company stayed, or if
the stay of any such order or proceeding shall thereafter be set aside, or if,
within 60 calendar days after the appointment without the consent or
acquiescence of the Company of any trustee, receiver or liquidator of the
Company or of all or any substantial part of the properties of the Company, such
appointment shall not have been vacated; or
(d) Any material breach of the Security Agreement between the
parties of even date herewith that remains uncured after notice of breach and
failure to timely cure such breach.
(e) Any breach of the Secured Promissory Note described on
Exhibit A hereto.
(f) Any bulk sale of a majority of the assets of the
corporation without the consent of the Holder of this Note.
4. XXXXXX'S RIGHTS UPON EVENT OF DEFAULT. Upon the occurrence and
continuance of any Event of Default, Holder in his sole and absolute discretion
shall have the right to declare all unpaid interest and principal immediately
due and payable and exercise all other legal rights in connection therewith.
5. PREPAYMENT. The Company may at any time prepay in whole or in part,
the principal sum, plus accrued interest to date of such prepayment, of this
Note.
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6. SUCCESSORS AND ASSIGNS; ASSIGNMENT. Except as otherwise expressly
provided herein, the provisions hereof shall inure to the benefit of, and be
binding upon, the successors, assigns, heirs, executors and administrators of
the parties hereto. Nothing in this Note, express or implied, is intended to
confer upon any party, other than the parties hereto and their successors and
assigns, any rights, remedies, obligations or liabilities under or by reason of
this Note, except as expressly provided herein. The Company may not assign this
Note or any of the rights or obligations referenced herein without the prior
written consent of Holder.
7. WAIVER AND AMENDMENT. Any provision of this Note may be amended,
waived or modified upon the written consent of the Company and Holder.
8. WAIVER OF NOTICE. The Company hereby waives notice, presentment,
demand, protest and notice of dishonor.
9. TREATMENT OF NOTE. To the extent permitted by generally accepted
accounting principles, the Company will treat, account and report the Note as
debt and not equity for accounting purposes and with respect to any returns
filed with Federal, state or local tax authorities.
10. NOTICES. Any notice, request or other communication required or
permitted hereunder shall be in writing and shall be deemed to have been duly
given if personally delivered or if sent by nationally recognized courier
service or mailed by registered or certified mail, postage prepaid, to the
respective addresses of the parties as set forth on the signature page hereof or
if sent by facsimile to the respective facsimile numbers of the parties set
forth on the signature page hereof. Any party hereto may by notice so given
change its address for future notice hereunder. Notice shall conclusively be
deemed to have been given and received when personally delivered or 3 business
days after deposited in the mail or one business day after sent by courier or
upon confirmation of facsimile delivery in the manner set forth above.
11. NO STOCKHOLDER RIGHTS. Nothing contained in this Note shall be
construed as conferring upon Holder or any other person the right to vote or to
consent or to receive notice as a stockholder in respect of meetings of
stockholders for the election of directors of the Company or any other matters
or any rights whatsoever as a stockholder of the Company.
12. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, excluding that body of law
relating to conflict of laws.
13. HEADING; REFERENCES. All headings used herein are used for
convenience only and shall not be used to construe or interpret this Note.
Except as otherwise indicated, all references herein to Sections refer to
Sections hereof.
14. SUBORDINATION. This Note is subordinate to all of the terms and
conditions of all Promissory Notes issued by the Company described on Exhibit A
hereto, and any Pledge and Security Agreement securing such Note, including all
of the default terms and interest rates.
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IN WITNESS WHEREOF, the Company has caused this Note to be issued as of
the date first written above.
CrowdGather, Inc.
By:___________________________
Name: Xxxxxx Xxxxxxx
Its: President
00000 Xxxxxxx Xxxx. Suite 000
Xxxxxxxx Xxxxx, XX 00000
Holder: Vinay Holdings
Address: ______________________
Telephone: ______________________
Facsimile: ______________________
Exhibit A
Senior Secured Promissory Notes
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Note Date Principal Amount
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November 20, 2014 150,000
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November 21, 2014 100,000
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December 1, 2014 165,000
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December 1, 2014 165,000
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December 1, 2014 770,000
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December 2, 2014 200,000
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April 13, 2015 50,000
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July 16, 2015 96,000
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July 16, 2015 50,000
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