0001469299-11-000126 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 1st, 2011 • CrowdGather, Inc. • Services-computer processing & data preparation

This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 28, 2011, between CrowdGather, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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COMMON STOCK PURCHASE WARRANT CROWDGATHER, INC.
Security Agreement • March 1st, 2011 • CrowdGather, Inc. • Services-computer processing & data preparation

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______________ (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CrowdGather, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 1st, 2011 • CrowdGather, Inc. • Services-computer processing & data preparation • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February 28, 2011, between CrowdGather, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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