GRANDPARENTS.COMOriginal Letter Agreement • August 19th, 2015 • GRANDPARENTS.COM, Inc. • Services-computer processing & data preparation • New York
This letter confirms our understanding with respect to (i) an amendment and restatement of the Agreement dated March 27, 2015 (the “Original Letter Agreement”, as hereby amended and restated, the “Agreement”) pursuant to which you provided $150,000 (the “Original Funds”) to Grandparents.com, Inc. (the “Company”), (A) $25,000 in additional funds previously provided by you to the Company, (B) $25,000 from the February 5, 2015 Demand Note and (C) $250,000 of additional funds being provided by you to the Company today (the aggregate of the amounts set forth in clauses (A), (B) and (C), the “New Funds” and, together with the Original Funds, for a total aggregate amount of $450,000, the “Funds”) and (ii) your intention to participate in the Company’s anticipated preferred stock PIPE offering (the “Offering”).
ContractConvertible Promissory Note • August 19th, 2015 • GRANDPARENTS.COM, Inc. • Services-computer processing & data preparation • New York
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.
