GRANDPARENTS.COM, Inc. Sample Contracts

GRANDPARENTS.COM, Inc. – In re GRANDPARENTS.COM, INC. Case No . 17-14711 Debtor Reporting Period : APRIL 14th to 30th, 2017 Federal Tax I.D. # 93 - XXXX114 CORPORATE MONTHLY OPERATING REPORT File with the Court and submit a copy to the United States Trustee within 20 days after the end of the month and submit a copy of the report to any official committee appointed in the case. (Reports for Rochester and Buffalo Divisions of Western District of New York are due 15 days after the end of the month, as are the reports for Southern District of New York.) REQUIRED DOCUMENTS Form No. Document Attached Explanation Attached S (May 23rd, 2017)

Amounts reported should be from the debtor’s books and not the bank statement. The beginning cash should be the ending cash from the prior month or, if this is the first report, the amount should be the balance on the date the petition was filed. The amounts reported in the "CURRENT MONTH - ACTUAL” column must equal the sum of the four bank account columns. Attach copies of the bank statements and the cash disbursements journal. The total disbursements listed in the disbursements journal must equal the total disbursements reported on this page. A bank reconciliation must be attached for each account. [See MOR-1 (CON’T)]

GRANDPARENTS.COM, Inc. – UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF FLORIDA (MIAMI) In re GRAND CARD LLC Case No. 17-14704 Debtor Reporting Period: APRIL 14th to 30th, 2017 Federal Tax I.D. # 46 - XXXX030 CORPORATE MONTHLY OPERATING REPORT File with the Court and submit a copy to the United States Trustee within 20 days after the end of the month and submit a copy of the report to any official committee appointed in the case. (Reports for Rochester and Buffalo Divisions of Western District of New York are due 15 days after the end of the month, as are the reports for Southern District of New York.) REQUIRED D (May 23rd, 2017)

Amounts reported should be from the debtor’s books and not the bank statement. The beginning cash should be the ending cash from the prior month or, if this is the first report, the amount should be the balance on the date the petition was filed. The amounts reported in the "CURRENT MONTH - ACTUAL” column must equal the sum of the four bank account columns. Attach copies of the bank statements and the cash disbursements journal. The total disbursements listed in the disbursements journal must equal the total disbursements reported on this page. A bank reconciliation must be attached for each account. [See MOR-1 (CON’T)]

GRANDPARENTS.COM, Inc. – INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (April 25th, 2017)

Series C redeemable convertible preferred stock, 875,000 shares (liquidation preference $1,750,000) issued and outstanding at December 31, 2016 and December 31, 2015

GRANDPARENTS.COM, Inc. – March 7, 2017 (April 20th, 2017)

This letter agreement (the “Agreement”) confirms the terms and conditions of the engagement of The Rising Group Consulting, Inc. (“TRGC”) by Grandparents.com, Inc. and its subsidiaries, American Grandparents Association LLC, Grandparents Insurance Solutions LLC, Grand Card LLC, and Grandcorps LLC (collectively, “Client Group”) to employ Joshua Rizack (“Rizack”) TRGC’s Senior Managing Director, as the Chief Restructuring Officer to Client Group as more fully set forth herein.

GRANDPARENTS.COM, Inc. – Indemnification Agreement (February 21st, 2017)

This Indemnification Agreement (this “Agreement”) is made and entered into as of this 21st day of February, 2017, by and between Grandparents.com, Inc., a Delaware corporation (the “Company”), and James K. O’Brien (“Indemnitee”).

GRANDPARENTS.COM, Inc. – GRANDPARENTS.COM, INC. CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES C REDEEMABLE CONVERTIBLE 7.5% PREFERRED STOCK (December 27th, 2016)

Grandparents.com, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

GRANDPARENTS.COM, Inc. – GRANDPARENTS.COM, INC. CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES D CONVERTIBLE 12% PREFERRED STOCK (Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware) (December 27th, 2016)

The undersigned, being the Chief Executive Officer of Grandparents.com, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), in accordance with the provisions of Section 151(g) of the DGCL, does hereby certify that:

GRANDPARENTS.COM, Inc. – Form Of Indemnification Agreement (December 27th, 2016)

This Indemnification Agreement (this “Agreement”) is made and entered into this ___ day of __________________, 2016, by and between Grandparents.com, Inc., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).

GRANDPARENTS.COM, Inc. – CERTIFICATE OF AMENDMENT OF THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GRANDPARENTS.COM, INC. (December 2nd, 2016)

Grandparents.com, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

GRANDPARENTS.COM, Inc. – AGREEMENT (November 14th, 2016)

This agreement ("Agreement") is made and entered into as of the 7th day of April, 2016 by and among Grandparents.com, Inc., a Delaware corporation (“GPCM”) and Marsh & McLennan Agency LLC, a Delaware limited liability corporation ("MMA") (individually “Party” and collectively “Parties”).

GRANDPARENTS.COM, Inc. – AETNA MARKETING AGREEMENT FOR UPLINE LICENSED AGENTS AND AGENCIES (November 14th, 2016)

This Upline Marketing Agreement (this “Agreement”), is made between Aetna Life Insurance Company, a Connecticut corporation, on behalf of itself and its affiliates (“Aetna”), and the undersigned Upline (“Upline”) (individually, each a “Party,” and collectively, “Parties”). This Agreement shall become effective as of the Effective Date (as defined herein).

GRANDPARENTS.COM, Inc. – Grandparents.com, Inc. (November 14th, 2016)

Grandparents.com, Inc. a Delaware corporation (the “Company”), desires to engage you (“you” or “Consultant”) to provide the professional services as described below. Accordingly, the Company has offered and Consultant has accepted the terms and conditions for consulting services set forth in this letter agreement (the “Agreement”).

GRANDPARENTS.COM, Inc. – SECURITIES PURCHASE AGREEMENT (September 21st, 2016)

This Securities Purchase Agreement (this “Agreement”) is dated as of September 15, 2016 by and between Grandparents.com, Inc., a Delaware corporation (the “Company”), and VB Funding, LLC, a Delaware limited liability company, or its assigns (the “Purchaser”).

GRANDPARENTS.COM, Inc. – AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (September 21st, 2016)

This Amended and Restated Registration Rights Agreement (the “Agreement”) is made and entered into as of this 15th day of September, 2016 by and between Grandparents.com, a Delaware corporation (the “Company”), and VB Funding, LLC, a Delaware limited liability company (together with its participants, successors and assigns, “VB Funding”).

GRANDPARENTS.COM, Inc. – AMENDED AND RESTATED CREDIT AGREEMENT (September 21st, 2016)

THIS AMENDED AND RESTATED CREDIT AGREEMENT is made as of September 15, 2016, by and among GRANDPARENTS.COM, INC., a Delaware corporation (“Borrower”), VB FUNDING, LLC, a Delaware limited liability company (together with its participants, successors and assigns, “VB”) and each other lender from time to time party hereto (together with VB, collectively, the “Lender” and each, individually, a “Lender”).

GRANDPARENTS.COM, Inc. – SECURITIES PURCHASE AGREEMENT (September 21st, 2016)

This Securities Purchase Agreement (this “Agreement”) is dated as of September 15, 2016 by and between Grandparents.com, Inc., a Delaware corporation (the “Company”), and VB Funding, LLC, a Delaware limited liability company, or its assigns (the “Purchaser”).

GRANDPARENTS.COM, Inc. – Contract (March 28th, 2016)

THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

GRANDPARENTS.COM, Inc. – THIRD AMENDED AND RESTATED BYLAWS OF GRANDPARENTS.COM, INC. (the “Corporation”) As of December 2, 2015 (December 8th, 2015)
GRANDPARENTS.COM, Inc. – REGISTRATION RIGHTS AGREEMENT (November 23rd, 2015)

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 8th day of July, 2015 by and between Grandparents.com, a Delaware corporation (the “Company”), and VB Funding, LLC, a Delaware limited liability company (together with its participants, successors and assigns, “Lender”).

GRANDPARENTS.COM, Inc. – WARRANT PURCHASE AGREEMENT (November 23rd, 2015)

THIS WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of July 8, 2015 (the “Closing Date”) by and between GRANDPARENTS.COM, INC., a Delaware corporation (the “Company”) and VB FUNDING, LLC, a Delaware limited liability company (“Purchaser”).

GRANDPARENTS.COM, Inc. – CONVERTIBLE NOTE (November 23rd, 2015)

FOR VALUE RECEIVED, GRANDPARENT.COM, INC., a Delaware corporation (the “Company”), hereby promises to pay to the order of Mel Harris or his registered assigns (“Holder”) the amount set out above as the Original Principal Amount (the “Principal”) when due and to pay interest (“Interest”) on the Principal at the Interest Rate (as defined below) from April 28, 2015 until the same becomes due and payable on the Maturity Date (unless otherwise converted in accordance with Section 3 hereof). This Note (the “Note”) shall amend and restate in its entirety that certain Letter Agreement, dated April 28, 2015, by and between the Company and the Holder.

GRANDPARENTS.COM, Inc. – FORM OF WARRANT (November 23rd, 2015)

THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

GRANDPARENTS.COM, Inc. – 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. CREDIT AGREEMENT BETWEEN GRANDPARENTS.COM, INC. AND VB FUNDING, LLC DATED: July 8, 2015 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. (November 23rd, 2015)

THIS CREDIT AGREEMENT is made as of July 8, 2015, by and between GRANDPARENTS.COM, INC., a Delaware corporation (“Borrower”), and VB FUNDING, LLC, a Delaware limited liability company (together with its participants, successors and assigns, “Lender”).

GRANDPARENTS.COM, Inc. – GRANDPARENTS.COM, INC. OMNIBUS AMENDMENT NO. 1 (November 23rd, 2015)

This OMNIBUS AMENDMENT NO. 1 (this “Amendment”) is made and entered into as of August 5, 2015 by and among Grandparents.com, Inc., a Delaware corporation (the “Borrower”), and VB Funding, LLC, a Delaware limited liability company (the “Lender”), each party to that certain Credit Agreement, dated as of July 8, 2015 (the “Credit Agreement”).

GRANDPARENTS.COM, Inc. – SECURITIES PURCHASE AGREEMENT (October 2nd, 2015)

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 29, 2015, by and among GRANDPARENTS.COM, INC., a Delaware corporation with headquarters located at 589 Eighth Avenue, 6th Floor, New York, New York 10018  (the “Company”), and each investor  identified on the signature pages hereto (individually, an “Investor” and collectively, the “Investors”). Any Investor who shall be party to this Agreement shall be subject to the prior approval of the Company in its sole discretion.

GRANDPARENTS.COM, Inc. – GRANDPARENTS.COM, INC. CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES C REDEEMABLE CONVERTIBLE 7.5% PREFERRED STOCK (Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware) (October 2nd, 2015)

The undersigned, being the President of Grandparents.com, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), in accordance with the provisions of Section 151(g) of the DGCL, does hereby certify that:

GRANDPARENTS.COM, Inc. – GRANDPARENTS.COM, INC. Warrant To Purchase Common Stock (October 2nd, 2015)

Grandparents.com, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [INVESTOR NAME], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times after, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), [______________ (_____________)]1/ fully paid non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”).  Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 16.  This Warrant is one of a series of similar warrants to p

GRANDPARENTS.COM, Inc. – Contract (August 19th, 2015)

THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, TRANSFERRED, OTHERWISE DISPOSED OF OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE OR OTHER SECURITIES LAW OR AN EXEMPTION FROM SUCH REGISTRATION.

GRANDPARENTS.COM, Inc. – Confidential Information has been omitted in places marked “[***]” and has been filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with the Commission under Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (May 20th, 2015)

This letter of agreement (“Agreement”) is entered into as of the date first referenced above (“Effective Date”) by and between HSNi, LLC and its affiliates (collectively, “HSN”) and Grandparents.com, Inc. on behalf of itself and as the founder and administrator of the American Grandparents Association (“AGA” or “Company”).

GRANDPARENTS.COM, Inc. – AMENDMENT NO. 6 TO PROMISSORY NOTE (April 10th, 2015)

This Amendment No. 6 to Promissory Note (this “Amendment”) is made effective as of December 31, 2014 and amends that certain Promissory Note dated as of February 26, 2013 (the “Note”) made by Grandparents.com, Inc. a Delaware corporation (the “Company”), in favor of { ______ } (the “Holder”).

GRANDPARENTS.COM, Inc. – Contract (April 10th, 2015)

THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS PROMISSORY NOTE 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.

GRANDPARENTS.COM, Inc. – AETNA MARKETING AGREEMENT FOR UPLINE AGENTS AND AGENCIES Individual Medicare Advantage Plan, Medicare Advantage Plans with Medicare Prescription Drug Coverage and Medicare Prescription Drug Plans (April 10th, 2015)

This upline marketing agreement (this “Agreement”), is made between Aetna Life Insurance Company, a Connecticut corporation, on behalf of itself and its affiliates (“Aetna”) and the undersigned upline, on behalf of itself and its Upline Affiliates (“Upline”) (individually, each a “Party,” and collectively, “Parties”). This Agreement shall become effective as set forth in Section 8.1. To signify they have read, fully understand, and agree to the terms and conditions of this Agreement set forth below, the Parties have signed below:

GRANDPARENTS.COM, Inc. – AMENDMENT NO. 7 TO PROMISSORY NOTE (April 10th, 2015)

This Amendment No. 7 to Promissory Note (this “Amendment”) is made effective as of March 23, 2015 and amends that certain Promissory Note dated as of February 26, 2013 (the “Note”) made by Grandparents.com, Inc. a Delaware corporation (the “Company”), in favor of {              } (the “Holder”).

GRANDPARENTS.COM, Inc. – Aetna Health and Life Insurance Company Aetna Life Insurance Company Aetna Companies 800 Crescent Centre Drive, Suite 200 Franklin, TN 07067 Marketing General Agent Contract For Group Contracting Only (April 10th, 2015)

and you, Grandparents Insurance Solutions LLC, and shall take effect on the date stated below. This Contract supersedes any prior contract(s) that you may have had with Company, except for terms of prior contracts) that pertain to compensation, vesting, lien(s) and replacement of policies on business written prior to the effective date of this Contract, as well as to that certain Program Agreement dated as of October 9, 2013 entered into between Grandparents.com, Inc. and the Company which shall remain valid and in full force and effect in accordance with its terms.

GRANDPARENTS.COM, Inc. – AMENDMENT NO. 4 TO PROMISSORY NOTE (November 13th, 2014)

This Amendment No. 4 to Promissory Note (this “Amendment”) is made effective as of August 30th 2014 and amends that certain Promissory Note dated as of February 26, 2013 (the “Note”) made by Grandparents.com, Inc. a Delaware corporation (the “Company”), in favor of xxxxxxx (the “Holder”).