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Put Option Agreement With Phil Santoro

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Sectors: Leisure and Entertainment
Governing Law: California , View California State Laws
Effective Date: March 12, 2010
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Exhibit 10.2




PUT OPTION AGREEMENT



THIS PUT OPTION AGREEMENT (this "Agreement " ) is entered into as of March 12, 2010, by and among CrowdGather, Inc., a Nevada corporation (the " Company" ), and Phil Santoro (the "Investor " ), a holder of 258,065 shares of the Company's common stock (" Shares" ) issued by the Company pursuant to that certain Website and Domain Name Acquisition and Transfer Agreement dated as of the date hereof (the " Purchase Agreement" ) between the Investor and the Company.



RECITALS



A. WHEREAS, the Investor has entered into the Purchase Agreement for the acquisition of certain Shares of the Company.



B. WHEREAS, in order to induce the Investor to enter into the Purchase Agreement, the Company has agreed to grant to the Investor an option to put (the " Put Right ") to the Company the Shares acquired by the Investor pursuant to the Purchase Agreement within the ten (10) business days of the Triggering Date, as such term is defined below.



NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants and conditions set forth in this Agreement, the parties mutually agree as follows:





SECTION 1

PUT OPTION



1.1 Grant of Put Option. Upon receipt by the Company of written notice by the Investor within the ten (10) business days of the Triggering Date, the Investor shall have the option (the "Put Option ") to require the Company to purchase from the Investor, subject to the conditions set forth in this Agreement, all of the Shares initially acquired by the Investor (" Put Shares ") pursuant to the Purchase Agreement at an aggregate purchase price equal to One Hundred Fifty Thousand Dollars ($150,000) (the " Put Option Price ") payable in five (5) equal monthly installments of Thirty Thousa nd Dollars ($30,000). In order to exercise such Put Option, the Investor must deliver written notice to the Company of the Investor's election to exercise the Put Option in accordance with Section 1.3 of this Agreement within ten (10) business days of the Triggering Date.



1.2 Notice of Triggering Date. The Investor shall provide the Company written notice of a Triggering Date within ten (10) business days of the Triggering Date. The "Triggering Date ? is the earlier of: (i) the date that the Investor's Shares become eligible to be sold pursuant to Rule 144; or (ii) the date that the Investor's Shares may be sold pursuant to an effective registration statement.



1.3 Manner of Exercise. The Investor shall exercise the Put Option by giving an irrevocable written notice from the Investor to the Company within ten (10) business days of the Triggering Date that the Investor elects to exercise such Put Option upon the terms and subject to the conditions set forth in this Agreement.









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1.4 Closing and Payment. The closing of the purchase and sale of the Put Shares shall occur on the date designated in writing by the Company to the Investor, which date shall be within twenty (20) business days following the date upon which the Company received the written notice from the Investor that the Investor was electing to exercise the Put Option. The aggregate Put Option Price shall be payable to the Investor by the Company in five (5) equal monthly installments of Thirty Thousand Dollars ($30,000), which shall each be paid on the first day of each of the five months following the Triggering Date; provided however, that the Company's obligation to commence payment of those installments shall be subject to the Company's receipt of the certificate or certificat es representing the Put Shares, duly executed for transfer, or accompanied by stock powers duly executed in blank (with a medallion guarantee or such other evidence of signature as the Company's transfer agent may require) transferring the Put Shares to the Company.



1.5 Rights After Closing. From and after the closing of the purchase of the Put Shares by the Company, all rights of the Investor with respect to the Put Shares shall cease, and such shares shall be owned legally and beneficially by
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