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EXHIBIT 10.4
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT (the "Agreement") is made effective as of the
14th day of July 2015, by and among KBM WORLDWIDE, INC., a New York Corporation
having a principal place of business at 111 Great Neck Road, Great Neck, New
York 11021 (the "ASSIGNOR"); Vinay Holdings, a Seychelles Corporation having a
principal place of business at P.O. Box 983 Victoria, Mahe, Republic of
Seychelles (the "ASSIGNEE") and CROWDGATHER, INC., a Nevada corporation, having
a principal place of business at 20300 Ventura Boulevard - Suite 330, Woodland
Hills, CA 91364 (the "COMPANY").
WHEREAS, Assignee wishes to assume, all of the Assignors' right, title,
and interest in and to an 8% Convertible Promissory Note, dated as of January
15, 2015 in the original principal amount of $154,000.00 in favor of Assignor
(the "Note"); and
WHEREAS, the Assignor desires to assign to the Assignees all of the
Assignors' right, title, and interest in and to the Note, based on the terms and
conditions set out herein.
NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by each of the parties hereto, the parties hereto agree as follows:
1. ASSIGNMENT. Subject to and in accordance with the terms and
conditions set forth in this Agreement, the Assignor hereby
grants, sells, assigns, and conveys to the Assignees, without
recourse, all of the Assignor's right, title and interest in
and to the Note. Within five (5) business days of receipt of
the consideration (as set forth below), Assignor shall mail to
the Assignees, at the address provided to it on SCHEDULE A,
the original Note.
2. CONSIDERATION. In consideration for the assignment of the
Note, Assignor shall be paid the sum of $213,908.11 (the
"Purchase Price") to be paid in lawful money of the United
States of America by 5:00P.M. July 20, 2015 to the account
below:
Transit Routing # 021000089
Account Name - KBM Worldwide,
Inc. Citibank, Great Neck, NY
11021
ACCOUNT#: PLEASE CALL FOR THE ACCOUNT NUMBER
This Agreement shall be held in escrow pending receipt of the Purchase
Price by Assignor. Upon receipt of confirmation of payment this Agreement shall
be released to Assignees. PARTIAL PAYMENT OF THE PURCHASE PRICE IS NOT
ACCEPTABLE.
3. REPRESENTATIONS OF ASSIGNOR. Assignor hereby represents and
covenants to Assignee that:
a. Assignor has all requisite authority to execute and
deliver this Agreement and any other document
contemplated by this Agreement and to perform its
obligations hereunder and to consummate the
transactions contemplated hereby;
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b. The outstanding principal amount of the Note, as of
July 14, 2015 is $154,000.00.
c. Assignor'sinterest in and to the Note are free and
clear of all liens, encumbrances, obligations or
defects which are of record prior to the date of this
Agreement.
d. Assignor is an "accredited investor" within the
meaning of Regulation D, Rule 501(a), promulgated by
the Securities and Exchange Commission under the
Securities Act.
e. Neither Assignor nor any of its officers and
directors are now, or have been in the last 90- days,
officers or directors of the Company, or beneficial
holders of 10% or more of its stock
4. REPRESENTATIONS OF ASSIGNEE. The Assignee hereby represents
and covenants, individually, to the Company that:
a. Assignee has all requisite power and authority to
execute and deliver this Agreement and any other
document contemplated by this Agreement to be signed
by the Assignee and to perform its obligations
hereunder and to consummate the transactions
contemplated hereby;
b. Assignee understands that the shares to be issued
upon conversion of the Note have not been, and may
not be, registered under the Securities Act of 1933,
as amended (the "Securities Act") by reason of a
specific exemption from the registration provisions
of the Securities Act, the availability of which
depends upon, among other things, the bona fide
nature of the investment intent and the accuracy of
Assignee's representations as expressed herein or
otherwise made pursuant hereto;
c. Assignee has substantial experience in evaluating and
investing in securities of companies similar to the
Company and acknowledge that it can protect its own
interests. Assignee has such knowledge and experience
in financial and business matters so it is capable of
evaluating the merits and risks of its investment in
the Company. Assignee is an "accredited investor"
within the meaning of Regulation D, Rule 501(a),
promulgated by the Securities and Exchange Commission
under the Securities Act;
d. Assignee has had an opportunity to receive all
information related to the Company requested by them
and to ask questions of and receive answers from the
Company regarding the Company, and its business.
Assignee has reviewed the Company's periodic reports
on file with Securities and Exchange Act filings;
e. Assignee understands that there is a limited trading
market for the shares issued upon conversion of the
Note and that an active market may not develop for
the shares.
f. Assignee represents and warrants that it has read the
terms of the Note and agree to such terms.
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5. ENTIRE AGREEMENT. This Agreement constitutes the
entire agreement between the parties in respect of
the assignments contemplated hereby and there are no
warranties, representations, terms , conditions, or
collateral agreements expressed or implied, statutory
or otherwise, other than expressly set forth in this
Agreement. This Agreement expressly supersedes and
replaces any and all prior understandings or
agreements between the parties with respect to the
subject matter of this Agreement.
6. ALL FURTHER ACTS. Each of the parties hereto will do
any and all such acts and will execute any and all
such documents as may reasonably be necessary from
time to time to give full force and effect to the
provisions and intent of this Agreement. The Assignor
further agrees that it will, at any time and from
time to time after the date hereof, upon the
Assignee's request, execute, acknowledge and deliver
or cause to be executed and delivered, all further
documents or instruments necessary to effect the
transactions contemplated in this Agreement.
7. CHOICE OF LAW. This Agreement shall be governed by,
and construed with, the laws of the State of New
York, without giving effect to the conflict of laws
provisions thereof.
8. NOTICES. Notices to Assignee under the Note, shall be
to the address set forth above.
9. HEADINGS. The headings and captions contained in this
Agreement are for convenience of reference only and
will not in any way affect the meaning or
interpretation of this Agreement.
10. SURVIVAL. Each party is entitled to rely on the
representations and warranties of the other party and
all such representations and warranties will be
effective regardless of any investigation that the
party has undertaken of failed to undertake. The
representations and warranties will survive the
effective date of this Agreement and continue in full
force and effect until six (6) months after the
effective date of this Agreement.
11. NO ASSIGNMENT. No Party may assign any right, benefit
or interest in this Agreement without the written
consent of the other party, which consent may not be
unreasonably withheld. This Agreement will inure to
the benefit of, and be binding upon, the Assignors
and the Assignees and their respective successors and
assigns.
12. AMENDMENT. This Agreement may not be amended except
by an instrument in writing signed by each of the
parties.
13. COUNTERPARTS AND ELECTRONIC MEANS. This Agreement may
be executed in several counterparts, each of which
will be deemed to be an original and all of which
will together constitute one and the same instrument.
Delivery of an executed copy of this Agreement by
electronic facsimile transmission or other means of
electronic communication capable of producing a
printed copy will be deemed to be execution and
delivery of this Agreement as of the day and year
first written above.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as
of the day and year first above written.
ASSIGNOR:
KBM WORLDWIDE, INC.
By:
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Name: Seth Kramer
Title: President
COMPANY:
CROWDGATHER, INC.
By:
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ASSIGNEE:
Vinay Holdings
By:
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Name:
Title:
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