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Published on 5/26/2009 in the Prospect News PIPE Daily.

New Issue: CrowdGather settles $2.38 million financing of 8% convertibles

By Susanna Moon

Chicago, May 26 - CrowdGather, Inc. said it closed a private offering of its 8% secured convertible debentures due November 2010 to a limited number of foreign institutional buyers.

The company will receive cash proceeds of $1,300,000, and $1,075,000 in previously issued short-term promissory obligations were exchanged for the new debentures.

Investors received warrants exercisable at $0.70 per share to purchase up to 1,599,997 common shares. The company's stock closed at $0.70 per share on May 21.

After repayment of current debt obligations, about $1 million will be available for the company's general corporate purposes and working capital. Following the closing, CrowdGather no longer has any short-term debt obligations.

The majority of the debentures are convertible into common stock, at the holder's option, at an initial conversion price of the greater of $0.50 or a 20% discount to the volume-weighted average share price for the 10 days prior to the date of conversion.

"We are grateful to both our existing and new stockholders for their belief in CrowdGather and the opportunities we are pursuing," chairman and chief executive officer Sanjay Sabnani said in a press release.

"Raising this financing in a difficult environment is a tremendous advantage as we pursue growth through acquisitions. Forums and message-boards have been overlooked for too long despite the fact that they are a core constituency of the internet. We intend to address this disparity by teaming up with other forum owners in order to get forum communities the recognition and revenues they rightfully deserve."

The issuer is a Woodland Hills, Calif.-based internet company that specializes in developing and hosting forum based web sites.

Issuer:CrowdGather, Inc.
Issue:Secured convertible debentures
Amount:$2.38 million
Maturity:November 2010
Coupon:8%
Price:Par
Yield:8%
Warrants:For up to 1,599,997 shares
Warrant strike price:$0.70
Conversion price:Greater of $0.50 or at 20% discount to VWAP for 10 days prior to conversion
Pricing date:May 22
Stock symbol:OTCBB: CRWG
Stock price:$0.70 at close May 21
Market capitalization: $34.99 million

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