WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF GRANDPARENTS.COM, INC.GRANDPARENTS.COM, Inc. • April 10th, 2014 • Services-computer processing & data preparation • Delaware
THIS IS TO CERTIFY that, for value received, Matthew Schwartz, 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 $0.31 cents per share (the “Exercise Price”). The term “Warrant Shares” shall mean 300,000 shares of the Company (subject to adjustment as contemplated herein).
Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.Third-Party Agreement • April 10th, 2014 • GRANDPARENTS.COM, Inc. • Services-computer processing & data preparation • Delaware
This THIRD-PARTY AGREEMENT (this “Agreement”) is made as of February 13, 2014 (“Effective Date”) by and among Grandparents.com, Inc., a Delaware corporation (together with its Affiliates, the “Company”), Aetna Life Insurance Company (together with American Continental Insurance Company, Continental Life Insurance Company of Brentwood, Tennessee and Aetna Health & Life Insurance Company, “ALIC”), a Connecticut corporation, and Reader’s Digest Financial Services, Inc. (a wholly-owned subsidiary of The Reader’s Digest Association, Inc.), a Delaware corporation (“Third Party”). Certain capitalized terms used in this Agreement are defined in the attached Appendix A. In consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by all parties, the parties agree as follows.
First Amendment to Employment Agreement of Matthew Schwartz dated February 23, 2012 (“Employment Agreement”)Employment Agreement • April 10th, 2014 • GRANDPARENTS.COM, Inc. • Services-computer processing & data preparation
OPTION GRANT LETTER (Incentive Stock Option)Option Grant Letter • April 10th, 2014 • GRANDPARENTS.COM, Inc. • Services-computer processing & data preparation • Delaware
Grandparents.com, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (the “Grantee”) an option (the “Option”), subject to the terms, conditions and restrictions of the Grandparents.com, Inc. 2012 Stock Incentive Plan (the “Plan”), this Option Grant Letter, including the attached Appendix A (the Option Grant Letter and Appendix A are collectively referred to as the “Grant Letter”) and his Employment Agreement, (the “Employment Agreement”). The capitalized terms not specifically defined in this Grant Letter shall have the meanings specified in the Plan, a copy of which is attached hereto as Exhibit A.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 10th, 2014 • GRANDPARENTS.COM, Inc. • Services-computer processing & data preparation • New York
This Executive Employment Agreement (this “Agreement”) is made and effective this 9th day of December, 2013, by and between Grandparents.com, Inc., a Delaware corporation, having its principal office at 589 Eighth Avenue, 6th Floor, New York, NY 10018 (the “Company”) and Mr. Lee Lazarus, residing at _____________________________ (the “Executive”).
