EXECUTION VERSION


 


CONTRIBUTION AND INDEMNIFICATION
AGREEMENT


 


This Contribution and
Indemnification Agreement (this “Agreement”) is entered into as of December 7, 2012 by and among Steven Leber (“Leber”),
Joseph Bernstein (“Bernstein”) and Dr. Robert Cohen (“Cohen”), (each of Leber, Bernstein
and Cohen being referred to herein as a “Guarantor” and collectively the “Guarantors”) and
Grandparents.com, Inc., a Delaware corporation (“Grandparents”).


 


Reference is made to
the Limited Guaranty of Payment, dated as of the date hereof, entered into by each of the Guarantors and Grandparents.


 


The following sets
forth the Agreement of the Guarantors and of Grandparents with respect to the Limited Guaranty of Payment, dated as of the date
hereof, made by the Guarantors (the “Guaranty”):


 


1.          Each
of the Guarantors hereby agrees that if any of the Guarantors (the “Paying Guarantor”) is required to make any
payment to Lenders pursuant to the Guaranty that is greater than such Guarantor’s Applicable Percentage (as defined below)
of the amount then payable (“the “Guaranteed Amount”) pursuant to the Guaranty then the other Guarantors
shall promptly reimburse the Paying Guarantor or Paying Guarantors so that no Guarantor has paid more than such Guarantor’s
Applicable Percentage of the Guaranteed Amount. For purposes of this Agreement, “Applicable Percentage” means
thirty eight percent (38%) with respect to each of Leber and Bernstein and twenty four percent (24%) with respect to Cohen.


 




    	 



    	 



    

 


2.          In
consideration of their entering into the Guaranty, the Company hereby (A) agrees to indemnify each of the Guarantors and to
hold each Guarantor harmless from and against, any and all claims, damages, losses, liabilities and expenses (including, without
limitation any amounts paid, payable or asserted by or on behalf of the Lenders pursuant to or otherwise with respect to obligations
by any of the Guarantors) which any of the Guarantors may incur or which may be asserted against the Guarantors or any of them
by the Lenders or any person acting on behalf thereof, in connection with or arising out of or relating to the Guaranty or matters
referred to therein; and (B) grants to each of Leber, Bernstein and Cohen warrants to purchase 380,000, 380,000 and 240,000
shares of Common Stock, respectively, for an exercise price of $.50 per share, substantially in the form of Exhibit 1 hereto.


 


3.          Governing
Law and Jurisdiction. This Agreement has been delivered to and accepted by the parties hereto and will be deemed to be made in
the State of New York. THIS AGREEMENT WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, EXCLUDING ITS CONFLICT OF LAWS RULES. Each party hereto hereby irrevocably consents to
the exclusive jurisdiction of any state or federal court in the County of New York; provided that nothing contained in this Agreement
will prevent any party hereto from bringing any action, enforcing any award or judgment or exercising any rights against any other
party hereto individually, against any security or against any property of such party hereto within any other county, state or
other foreign or domestic jurisdiction. Each party hereto acknowledges and agrees that the venue provided above is the most convenient
forum for the parties hereto. Each party hereto waives any objection to venue and any objection based on a more convenient forum
in any action instituted under this Agreement.


 


4.          To
the extent that any party to this Agreement incurs any costs or expenses in protecting or enforcing its rights under this Agreement,
including reasonable attorneys’ fees and the costs and expenses of litigation, then the prevailing party shall be entitled
to reimbursement of such costs or expenses.


 




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5.          This
Agreement (including the documents and instruments referred to herein or therein) constitutes the entire agreement and supersedes
all other prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter
hereof. No modification, amendment or waiver of, or consent to any departure by any party from, any provision of this Agreement,
will be effective unless made in a writing signed by the parties hereto. This Agreement may be executed by facsimile or e-mail.
Executed counterparts in electronic format, including PDF or e-mail, or facsimile are to be treated as hand-marked originals and
shall be of equal import and effect as hand-marked originals and binding.


 


Unless otherwise defined
herein, all defined terms shall have the meanings ascribed thereto in the Guaranty.


 




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If the foregoing correctly
reflects our agreement, please execute this letter agreement, in the place provided below for such purpose:


 


	 	GRANDPARENTS.COM, INC.
	 	 
	 	By:	/s/ Joseph Bernstein
	 	 	Name: Joseph Bernstein
	 	 	Title:   Co-Chief Executive Officer


 


	Agreed to and Accepted by:	 
	 	 
	/s/ Steven Leber	 
	Steven Leber	 
	 	 
	/s/ Joseph Bernstein	 
	Joseph Bernstein	 
	 	 
	/s/ Robert Cohen	 
	Dr. Robert Cohen	 


 


[Signature Page to Contribution and Indemnification Agreement]