WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF GRANDPARENTS.COM, INC.Warrant Agreement • April 16th, 2013 • GRANDPARENTS.COM, Inc. • Services-computer processing & data preparation
THIS IS TO CERTIFY that, for value received, __________, or his successors and assigns (the “Holder”), is entitled to purchase, subject to the terms and conditions hereinafter set forth, the Warrant Shares (as defined below) of common stock, $0.01 par value per share (the “Common Stock”) of GRANDPARENTS.COM, INC., a Delaware corporation (the “Company”), and to receive certificates for the Common Stock so purchased. The exercise price of this Warrant is $0.50 per share (the “Exercise Price”). The term “Warrant Shares” shall mean _______________ (_____) shares of the Company (subject to adjustment as contemplated herein).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 16th, 2013 • GRANDPARENTS.COM, Inc. • Services-computer processing & data preparation • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of ____________, 2013 by and between Grandparents.com, Inc., a Delaware corporation (the “Company”), and _________________ (the “Purchaser”).
FIRST AMENDMENT to the STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • April 16th, 2013 • GRANDPARENTS.COM, Inc. • Services-computer processing & data preparation
THIS FIRST AMENDMENT TO THE STRATEGIC ALLIANCE AGREEMENT (the “First Amendment”) is made as of March 28, 2013 by and between Grandparents.com, Inc., a company organized under the laws of Delaware (the “Company”), and Starr Indemnity & Liability Company, a company organized under the laws of Texas (“SILC”). The Company and SILC are individually referred to as a “party” and collectively are referred to as the “parties” herein.
ALLIANCE AGREEMENTAlliance Agreement • April 16th, 2013 • GRANDPARENTS.COM, Inc. • Services-computer processing & data preparation • New York
THIS ALLIANCE AGREEMENT (“Agreement”) dated as of March 28, 2013 (“Effective Date”) is among CEGEDIM Inc. (Opus Health Division), a company with its headquarters located at 1425 US Highway 206, Bedminster, NJ 07921 (“CEGEDIM”), and Grandparents.com, Inc., a Delaware corporation with offices at 589 Eighth Avenue, 6th Floor, New York, NY 10018 and Grand Card, LLC, a Florida limited liability company with offices at 589 Eighth Avenue, New York, New York 10018 (Grandparents.com Inc. and Grand Card LLC being collectively referred to as “GRAND CARD”). CEGEDIM and GRAND CARD are sometimes referred to herein as a “Party” or, collectively, as the “Parties.”
SECURITY AGREEMENTSecurity Agreement • April 16th, 2013 • GRANDPARENTS.COM, Inc. • Services-computer processing & data preparation • New York
THIS SECURITY AGREEMENT (this “Agreement”), dated as of December 7, 2012, is made between Grandparents.com, Inc., a New York corporation (“Debtor”) and John Thomas Financial, Inc., a New York corporation (in its individual capacity, “Agent”), as collateral agent for the Lenders referred to below (in such capacity, “Secured Party”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 16th, 2013 • GRANDPARENTS.COM, Inc. • Services-computer processing & data preparation • New York
THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of December 7, 2012, by and between Grandparents.com, Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A hereto, each of which is herein referred to as an “Investor”.
LIMITED GUARANTY OF PAYMENT (Up to $1,000,000)Limited Guaranty of Payment • April 16th, 2013 • GRANDPARENTS.COM, Inc. • Services-computer processing & data preparation • New York
THIS LIMITED GUARANTY OF PAYMENT (this “Guaranty”) is made as of the 7th day of December, 2012, by Steven Leber, Joseph Bernstein and Dr. Robert Cohen (each, a “Guarantor” and together, the “Guarantors”), in favor of the holders (“Lenders”) of the Secured Convertible Promissory Notes (the “Notes”) issued pursuant to that certain Note Purchase Agreement, dated as of December 7, 2012, by and among Grandparents.com, Inc., a Delaware corporation (the “Borrower”) and the Lenders (together with all extensions, renewals, modifications, substitutions and amendments thereof, the “Note Purchase Agreement”).
CONTRIBUTION AND INDEMNIFICATION AGREEMENTContribution and Indemnification Agreement • April 16th, 2013 • GRANDPARENTS.COM, Inc. • Services-computer processing & data preparation • New York
This Contribution and Indemnification Agreement (this “Agreement”) is entered into as of December 7, 2012 by and among Steven Leber (“Leber”), Joseph Bernstein (“Bernstein”) and Dr. Robert Cohen (“Cohen”), (each of Leber, Bernstein and Cohen being referred to herein as a “Guarantor” and collectively the “Guarantors”) and Grandparents.com, Inc., a Delaware corporation (“Grandparents”).
