CrowdGather, Inc. (OTCPK:CRWG) announced that it has entered into a material definitive agreement with an existing investor Iconic Holdings, LLC for the private placement of a 8% convertible promissory note for gross proceeds of $150,000 on September 21, 2015. The note carries a principal amount of $162,000 and will be issued at a discount of $12,000. The note bears a fixed interest at the rate of 8% per annum, is due and payable on September 18, 2016. The note will mature on September 21, 2016. The investor shall have the right to convert any unpaid sums into common stock of the company at the rate of 60% of the lowest trading price reported in the 15 days prior to date of conversion, subject to adjustment as described in the note. The note also provides that the investor will not be permitted to convert any portion of the note if the number of shares of the company's common stock beneficially owned by the investor and its affiliates, together with the number of shares of its common stock issuable upon any full or partial conversion, would exceed 9.99% of our outstanding shares of common stock.

During the first 180 days following the date of the note, the company has the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts we may owe the holder under the terms of the note, at a graduating premium ranging from 105% to 135% of face value. After this initial 180 day period, the company does not have a right to prepay the note without written consent from the investor. The company shall pay all transfer agent fees incurred from the issuance of the common stock to the investor. The company has agreed to pay all reasonable charges and expenses, including attorneys' fees and expenses, which may be incurred by the investor in successfully enforcing this note and/or collecting any amount due under this note. If the company fails to deliver to the the investor certificate or certificates prior to three trading days after the conversion date, the company shall pay to the investor as liquidated damages an amount equal to $2,000 per day, until such certificate or certificates are delivered.