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EXHIBIT 10
NEITHER THIS COMMERCIAL PROMISSORY NOTE NOR THE SHARES OF COMMON STOCK
UNDERLYING THIS COMMERCIAL PROMISSORY NOTE WERE ISSUED IN A REGISTERED
TRANSACTION UNDER THE SECURITIES ACT OF 1933 (AS AMENDED, THE "SECURITIES ACT").
THE SECURITIES EVIDENCED HEREBY MAY NOT BE TRANSFERRED WITHOUT (1) AN OPINION OF
COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER MAY BE LAWFULLY MADE
WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE
SECURITIES LAW; OR (ii) SUCH REGISTRATION.
CROWDGATHER, INC.
A Nevada Corporation
UNSECURED
COMMERCIAL PROMISSORY NOTE
$238,975.62 DATE: April 13, 2015
FOR VALUE RECEIVED, the undersigned, CrowdGather, Inc., a Nevada
corporation (hereinafter "Maker"), promises to pay to Sanjay Sabnani (Holder) at
such place as the Holder may designate in writing, the principal sum of TWO
HUNDRED THIRTY-EIGHT THOUSAND NINE HUNDRED SEVENTY-FIVE DOLLARS and Sixty-Two
Cents ($238,975.62), together with interest at 12% per annum thereon, payable in
full on October 20, 2015.
In event Maker shall (i) default in the performance of any of the
obligations, covenants or agreements legally imposed by the terms of this
Promissory Note, or (ii) apply for or consent in writing to the appointment of a
receiver, trustee, or liquidator of Maker or (iii) file a voluntary petition in
bankruptcy, or admit in writing Maker's inability to pay Maker's debts as they
come due, or (iv) make general assignments for the benefit of creditors, or (v)
file a petition or answer seeking reorganization or rearrangement with creditors
or taking advantage of any insolvency law, or (vi) file an answer admitting the
material allegations of a petition filed against Maker in any bankruptcy,
reorganization, insolvency or similar proceedings, at the option of the Holder,
the whole indebtedness evidenced hereby may be declared due and payable
whereupon the entire unpaid principal balance of this Promissory Note and all
interest accrued thereon from last payment date at twelve (18%) per annum shall
thereupon at once mature and become due and payable without presentment or
demand for payment or notice of the intent to exercise such option or notice of
the exercise of such option by the Holder, or notice of any kind, all of which
are hereby expressly waived by Maker and may be collected by suit or other legal
proceedings.
If all or any part of the amount of this Promissory Note be declared
due in accordance with the other provisions hereof, or if any installment herein
provided is not paid when due, the principal balance as the case may be, shall
bear interest at the lesser of (i) twelve percent (12%) per annum, or (ii) the
Maximum Rate allowed under applicable law until paid in full or until the
Promissory Note is reinstated. Notice of Default shall be given, in writing, to
Maker, after five days after occurrence of default. Maker shall have 10 days
after written Notice of Default, within which to cure the default plus interest
at default rate, legal fees and costs incurred.
Except as otherwise provided herein, the undersigned and all sureties,
guarantors and endorsers of this Promissory Note severally waive all notices,
demands, presentments for payment, notices of non-payment, notice of intention
to accelerate the maturity, notices of acceleration, notices of dishonor,
protest and notice of protest, diligence in collecting or bringing suit as to
this Promissory Note and as to each, every and all installments hereof and all
obligations hereunder and against any party hereto and to the application of any
payment on this obligation, or as an offset hereto, and agree to all extensions,
renewals, partial payments, substitutions or evidence of indebtedness and the
taking, release or substitution of all or any part of the security or the
release of any party liable hereon with or without notice before or after
maturity.
It is the intention of the parties hereto to comply with the usury laws
applicable to this loan if any, accordingly it is agreed that notwithstanding
any provision to the contrary in this Promissory Note or in any of the documents
securing payment hereof no such provision shall require the payment or permit
the collection of interest in excess of the maximum permitted by law. If any
excess of interest is provided for, contracted for, charged for or received,
then the provisions of this paragraph shall govern and control and neither the
Maker hereof nor any other party liable for the payment hereof shall be
obligated to pay the amount of such excess interest. Any such excess interest
which may have been collected shall be, at the Holder's option, either applied
as a credit against the then unpaid principal amount hereof or refunded to
Maker. The effective rate of interest shall be automatically subject to
reduction to the maximum lawful contract rate allowed under the usury laws as
now or hereafter construed. It is further agreed that without limitation of the
foregoing, all calculations of the rate of interest contracted for, charged for,
or received under this Promissory Note which are made for the purposes of
determining whether such rate exceeds the maximum lawful rate, shall be made, to
the extent permitted by law, by amortizing, prorating, allocating and spreading
in equal parts during the full stated term of this Note, all interest contracted
for, charged for or received from the Maker or otherwise by the Note Holder.
In the event this Note is placed in the hands of an attorney for
collection (whether or not suit is filed), or in the event it is collected by
suit or through bankruptcy, probate, receivership or other legal proceedings
(including foreclosure), the undersigned hereby agrees to pay to the Holder as
attorney's fees a reasonable amount in addition to the principal and interest
then due hereon, and all other costs of collection.
IN WITNESS WHEREOF, Maker has fully executed this Promissory Note as of
the date first above written.
CROWDGATHER, INC.,
(A Nevada Corporation)
By: /s/ Sanjay Sabnani
--------------------------------------
Chief Executive Office
