X0206 3 2013-04-08 0 0001328670 CrowdGather, Inc. CRWG 0001574666 Lee Peter EVELYN TOWER, 14TH FL., FLAT E 38 CLOUDVIEW ROAD NORTH POINT K3 00000 HONG KONG 0 0 1 0 Common Stock 1003000 D Series B Preferred Stock Common Stock 6000000 D Common Stock Warrants (Right to Buy) 0.08 2013-04-08 2018-04-08 Common Stock 3000000 D The Series B Convertible Preferred Stock ("Series B Shares")are convertible in accordance with the Issuer's Certificate of Designation, which is included as exhibit 3.1 in the Issuer's Form 8-K filed on April 9, 2013. The Series B Shares are convertible at any time after the issuance of such shares at the holder's election and do not have an expiration date. The Series B Shares are convertible on a 20-for-1 basis into the number of shares of Common Stock as shown in column 3. The Common Stock Warrants contain a limitation on exercise which prevents the Reporting Person from exercising any Warrants if, after giving effect to the exercise, the Reporting Person would beneficially own more than 4.99% of the outstanding shares of Common Stock. The Reporting Person may elect to increase this limitation to 9.99%, upon not less than 61 days prior written notice to the Company. /s/ Peter Lee 2013-04-18