WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF GRANDPARENTS.COM, INC.GRANDPARENTS.COM, Inc. • December 13th, 2012 • Services-computer processing & data preparation
THIS IS TO CERTIFY that, for value received, ____________________, its successors and assigns (collectively, the “Holder” or “Holders”), are 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”). This Warrant is being issued in connection with that certain Note Purchase Agreement, dated as of December 7, 2012, by and the among the Company and the Investors named therein (the “Purchase Agreement”). The term “Warrant Shares” shall mean ___________ (_____) shares of the Company (subject to adjustment as contemplated herein), provided that in the event that Holder’s Note is repaid in full or the Holder does not convert Holder’s Note as contemplated in Section
ContractGRANDPARENTS.COM, Inc. • December 13th, 2012 • Services-computer processing & data preparation • New York
THIS SECURED CONVERTIBLE PROMISSORY NOTE AND ANY SECURITIES INTO WHICH THIS SECURED 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.
