WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF GRANDPARENTS.COM, INC.Warrant Agreement • June 6th, 2013 • GRANDPARENTS.COM, Inc. • Services-computer processing & data preparation • Delaware
THIS IS TO CERTIFY that, for value received, ___________ and his successors and assigns (individually and collectively, 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 $0.25 per share (the “Exercise Price”). This Warrant is being issued in connection with that certain Amended and Restated Note Purchase Agreement, dated as of May 31, 2013, by and between the Company and the Holder (the “Purchase Agreement”). The term “Warrant Shares” shall mean One Million Two Thousand and Eight Hundred (1,002,800) shares of the Company (subject to adjustment as contemplated herein), provided that in the event that Holder’s Note (as defined in the Purchase Agreement) is repaid in full or
AMENDED AND RESTATED NOTE PURCHASE AGREEMENTNote Purchase Agreement • June 6th, 2013 • GRANDPARENTS.COM, Inc. • Services-computer processing & data preparation • New York
THIS AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of May 31, 2013, by and between Grandparents.com, Inc., a Delaware corporation (the “Company”), and the investor listed on Exhibit A hereto (the “Investor”).
ContractConvertible Promissory Note • June 6th, 2013 • GRANDPARENTS.COM, Inc. • Services-computer processing & data preparation • New York
THIS CONVERTIBLE PROMISSORY NOTE AND ANY SECURITIES INTO WHICH THIS CONVERTIBLE PROMISSORY NOTE IS CONVERTIBLE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
