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EXHIBIT
10.2
WEB SITES AND DOMAIN NAME
ACQUISITION AND TRANSFER AGREEMENT
This
Websites and Domain Name Acquisition and Transfer Agreement
(“ Agreement ”)
is made and entered into as of the 27 th
day of May , 2008, by and between, Yusuf Mullan located at
6565 Spinnaker Cir. Mississauga, Ontario (the " Seller ") and
CrowdGather, Inc. (CrowdGather) offices located at 20300
Ventura Boulevard, Suite 330, Woodland Hills, CA 91364 (the "
Buyer
") (each a “ Party ” or
“ Parties
”).
WHEREAS,
the Seller operates a certain online forum community under the
url www.ngemu.com and other domain names specifically listed
in Exhibit A attached hereto and incorporated herein by this
reference (the “Business”);
WHEREAS,
the Buyer desires to purchase and the Seller desires to sell
the Business pursuant to the terms hereof;
NOW
THEREFORE, in consideration of the mutual covenants, terms and
conditions contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged it
is hereby agreed by and between the parties as
follows:
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1.
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Sale, Assignment and Transfer . Subject
to the provisions of this Agreement, Buyer agrees to purchase, and
Seller agrees to sell, all Seller's rights, title and interest, to:
a) the completed websites as represented by Seller (the “
Websites
”), including, any and all associated software used in
building the Websites and Website users lists and Website data
bases containing any Website user or Website information; b) domain
names; c) name registrations; d) any goodwill symbolized thereby;
and e) and all rights to sue for past infringement, if any, and to
receive any recoveries therefore, all as set forth on Exhibit A ,
hereto and incorporated herein by this reference (the “
Purchased
Assets ”). Seller does hereby sell, assign, convey and
transfer to Buyer and Buyer hereby accepts, all of Seller's right,
title and interest including but not limited to all of Seller's
common law rights in and to the Purchased Assets. In addition
Seller hereby sells, assigns, conveys and transfers to Buyer all
data, programming code, user or customer lists, moderator contact
information and all other information as it pertains to the
operation of the Websites listed on Exhibit A .
Except as otherwise expressly set forth in Exhibit B
attached hereto, the Buyer does not assume any liabilities
associated with the Business.
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2.
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Purchase Price and Costs of Transfer . The
purchase price for the Purchased Assets will be One Hundred Seventy Thousand
Dollars ($170,000.00) (“ Purchase Price
”). The Purchase Price and all other amounts owed
to Seller by Buyer pursuant to this Section 2 are to be paid on
Closing pursuant to Section 5 below.
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3.
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Further Assurances . Seller
hereby covenants that it will, at any time upon request of Buyer,
execute and deliver to Buyer any new or confirmatory instruments
and do and perform (at Buyer's reasonable expense) any other acts
which Buyer may reasonably request in order to fully sell assign
and transfer to and vest in Buyer, all of Seller's right, title and
interest in and to the Purchased Assets, including, without
limitation transfer of all Domain Names, software, databases,
images, trademarks and hosting agreements.
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4.
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Covenants . Seller
further covenants that it will not, anywhere in the world,
challenge, or cause a third party to challenge, the validity and
ownership by Buyer of the Purchased Assets and will not, anywhere
in the world directly or indirectly seek to register, defend,
compromise or dispute any rights in and to the Purchased
Assets. Seller also will not, anywhere in the world,
directly or indirectly seek to register or otherwise acquire any
rights in any web sites, domain names, trade names, trademarks,
service marks, or other intellectual property assets that are or
may be, or that contain portions that are or may be, confusingly
similar to the Purchased Assets. Seller also will not
use or cause to be used any copies of the Purchased
Assets.
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5.1
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Pre-Closing Conditions . The following are material
conditions precedent to Closing and Buyer’s release of funds
from escrow:
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(a)
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Seller
will introduce Buyer to the site administrator and former owner no
less than two (2) days prior to Closing for interview. Seller shall
make to available to Buyer the opportunity to speak to such parties
part of its due diligence. Buyer may, in its sole discretion, not
proceed with the sale in the event that the results of the
interview are unsatisfactory.
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(b)
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Seller
will disclose to Buyer which advertisers to open accounts with and
Seller will add Buyer’s advertising code to all the sites
prior to transfer.
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(c)
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Seller
will deliver instructions on how to use the CMS system prior to
Closing and will enable Buyer to run a test prior to
Closing.
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(d)
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Seller
will add Buyer Google analytics and AdSense code to the web site(s)
prior to closing.
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(e)
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Seller
will facilitate the transfer of the existing server over to Buyer
and put Buyer in touch with the former owner and original developer
of the web site so we can eventually move it to Buyer’s own
servers.
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(f)
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Seller
will provide Buyer with all contracts being expressly assumed under
Exhibit B within two (2) days prior to Closing, if
any.
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5.2.
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The
actions to be taken by the parties hereto to close the transaction
as provided shall take place on or before June 3rd, 2008 (the
"Closing Date") on line at the office of, and via the Internet
website service of, escrow.com located at
https://www.escrow.com/index.asp (“Escrow.com”). The
Buyer agrees to assume all closing costs assessed by Escrow.com. At
the closing, Seller shall first deliver to Buyer possession of all
of the Purchased Assets, including transfer of domains, and good
and sufficient instruments of transfer, conveying and transferring
the Purchas
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