The Company shall issue irrevocable transfer agent instructions reserving 393,750,000 shares of its Common Stock for conversions under this Note (the “Share Reserve”). Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. The Company shall pay all costs associated with issuing and delivering the shares. If such amounts are to be paid by the Holder, it may deduct such amounts from the Conversion Price. The company should at all times reserve a minimum of four times the amount of shares required if the note would be fully converted. The Holder may reasonably request increases from time to time to reserve such amounts. The Company will instruct its transfer agent to provide the outstanding share information to the Holder in connection with its conversions.

Continuation of Health Coverage. You will receive information, under separate cover, regarding your rights under COBRA to a temporary extension of your group health coverage, as well as timeframes necessary for continuations, conversions and/or distribution of benefits under the Company’s benefit programs after your Termination Date and otherwise in accordance with the terms thereof.

Crowdgather, Inc. shall obtain, within 30 days, the written agreement of Vinay Holdings, Ltd, that it shall refrain from demanding or making any debt conversions of Crowdgather, Inc. debt to itself for a period of 180 days after the date hereof. A copy of such amended agreement from Vinay Holdings, Ltd. shall be provided.

On or before October 20, 2015, the Company shall have the right to redeem the Note by paying the Face Amount of the Purchase Price, together with any default interest, fee and expenses set forth in the Note, less any prior redemptions or conversions made pursuant to the terms of this Amendment, multiplied by 0.80.

Each Borrowing (other than conversions and continuations of Loans that do not result in an increase in the Revolving Credit Exposure) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence.

Anything in [clauses (a) through (d) above] to the contrary notwithstanding, after giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten Interest Periods in effect at any time for all Borrowings of LIBOR Loans.

All borrowings, conversions, payments, prepayments and selection of Interest Periods hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of the Loans comprising any Eurodollar Tranche shall not be less than $10,000,000. At no time shall there be more than twelve Eurodollar Tranches.

You as Transfer Agent are hereby irrevocably authorized and instructed to reserve a number of shares of common stock (“Common Stock”) of the Company (initially, 7,000,000 shares) for issuance upon full conversion of the Note and full exercise of the Warrant in accordance with the terms thereof. The amount of Common Stock so reserved may be increased, from time to time, only upon the written instructions of the Company. Further, conversions will only be processed should there be sufficient unissued, but authorized shares available.

Conversion Procedures. The form of Notice of Conversion included in the Certificate of Designations sets forth the totality of the procedures required of [[Organization A:Organization]] in order to convert the Series L Preferred Shares. No additional legal opinion, other information or instructions shall be required of [[Organization A:Organization]] to convert their Series L Preferred Shares. [[Organization B:Organization]] shall honor conversions of the Series L Preferred Shares and shall deliver the Securities in accordance with the terms, conditions and time periods set forth in the Exchange Documents.

SECTION # Limitations on LIBOR Tranches. Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions, continuations and optional prepayments of LIBOR Loans hereunder and all selections of Interest Periods hereunder shall be in such amounts and be made pursuant to such elections so that, # after giving effect thereto, the aggregate principal amount of the LIBOR Loans comprising each LIBOR Tranche shall be equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and # no more than 10 LIBOR Tranches shall be outstanding at any one time.[Reserved].