SECOND AMENDED AND RESTATED

PROMISSORY NOTE


  


	$200,000.00	April 2, 2013
	 	New York, New York


 


FOR VALUE RECEIVED,
Grandparents.com, Inc., a Delaware corporation (the “Company”), promises to pay to the order of Mel Harris,
___________________________, or his heirs and assigns (the “Holder”), the principal
sum of $200,000 together with interest on the outstanding principal balance at the rate of ten percent (10%) per annum (computed
on the basis of actual calendar days elapsed and a year of 365 days) or, if less, at the highest rate of interest then permitted
under Florida law (the “Applicable Rate”). Interest commenced accruing on November 15, 2012 under the Original
Note (as defined below) and shall continue to accrue on the outstanding principal balance of this Second Amended and Restated Promissory
Note (this “Note”) until paid in accordance with the provisions hereof. Notwithstanding the foregoing (and for
the avoidance of doubt), interest on this Note shall not be due and payable until the Maturity Date (as defined below). For purposes
of this Note, “Business Day” means any day on which banks in New York, New York are generally open for business.


 


This Note amends, restates
and renews, in its entirety, that certain Amended and Restated Promissory Note executed by the Company on or about January 31,
2013 in favor of the Holder in the original principal sum of $200,000 (the “Amended and Restated Note”), which
amended and restated that certain Promissory Note executed by the Company on or about November 15, 2012 in favor of the Holder
(the “Original Note”). This Note is a replacement of and is not in addition to the Amended and Restated Note.
Upon execution and delivery of this Note by the Company to the Holder, the Amended and Restated Note shall no longer be in forced
or effect, but shall in all respects be superseded by this Note.


 


1.          Maturity.
Unless sooner paid in accordance with the terms hereof, the entire unpaid principal amount and all unpaid accrued interest under
this Note shall become fully due and payable on the earlier of (i) July 1, 2013, or (ii) the acceleration of the maturity of this
Note by the Holder upon the occurrence of an Event of Default (the first of which to occur, the “Maturity Date”).


 


Event of
Default. The occurrence of any of the following shall be an “Event of Default”: (i) any material default
by the Company of any material agreement to which the Company is a party to; (ii) the failure by the Company to pay any material
obligation as such obligation becomes due and payable; (iii) the failure by the Company to pay the Holder all amount due and payable
under this Note on the Maturity Date; (iv) the falsity, inaccuracy or material breach by any Guarantor of any written warranty,
representation or statement made or furnished to the Holder by or on behalf of any Guarantor; or (v) the termination or attempted
termination of the Guaranty (as defined below). Upon the occurrence of any Event of Default, the Holder shall be entitled to receive
from the Company (i) the maximum amount of interest payable by law from the original date of this Note to the date of payment,
and (ii) one warrant for each dollar owed by the Company to the Holder on the date of the Event of Default, exercisable at one
cent ($0.01) per share. The warrant shall provide for an exercise period of five (5) years, have a cashless exercise and be in
similar form to other warrants that have been issued by the Company. The number of warrants to be issued to the Holder by the Company
shall be determined on the date of an Event of Default, and Payment by the Company of any amount due Holder after the date of an
Event of Default shall not reduce the number of warrants to be issued to the Holder.


 




    	 



    	 



    

 


2.          Prepayment.
The Company shall have the right to prepay, upon five (5) Business Days written notice to the Holder, any amounts owed under this
Note in whole or in part at any time without the prior written consent of the Holder.


 


3.          Guaranty.
Steve Leber and Joseph Bernstein have executed a Joint and Several Guaranty of Payment (the “Guaranty”), a copy
of which is attached hereto as Exhibit I, which, among other things, provides for the guarantee of payment (rather than
performance) of the loan made hereunder.


 


4.          Most
Favored Nations Provision. From the date hereof until December 1, 2012, in the event the Company issues debt securities having
terms more favorable than this Note to any person other than the Holder, the Company and the Holder shall amend this Note to reflect
such more favorable terms into this Note; provided, however, that this Section 4 shall not apply to securities issued pursuant
to the Company’s offering of its 12% convertible notes and warrants to purchase shares of the Company’s common stock
(the “Contemplated Offering”).


 


5.          Negative
Covenants. So long as any indebtedness under this Note remains outstanding, the Company shall not permit any Lien to attach
to any of the assets of the Company or any Subsidiary, other than Permitted Liens. For purposes of this Note, the term (i) “Lien”
shall mean shall mean any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien
(statutory or other), claim or other priority or preferential arrangement of any kind or nature whatsoever (other than a financing
statement filed by a lessor in respect of an operating lease not intended as security), and (ii) “Permitted Lien”
shall mean any Liens created in connection with the Contemplated Offering and in particular the Lien currently filed in the State
of Delaware in connection with the Contemplated Offering.


 


6.          Lost,
Stolen, Destroyed or Mutilated Notes. In case this Note shall be mutilated, lost, stolen or destroyed, the Company shall issue
a new note of like date, tenor and denomination and deliver the same in exchange and substitution for and upon surrender and cancellation
of such mutilated Note, or in case this Note is lost, stolen or destroyed, upon receipt of evidence satisfactory to the Company
of the loss, theft or destruction of such Note.


 


7.          Governing
Law. This Note is to be construed in accordance with and governed by the laws of the State of Florida, without giving effect
to the conflict of laws principles thereof.


 




    	 



    	 



    

 


8.          Exclusive
Jurisdiction; Venue; Agent for Service. This Note has been delivered to, accepted by the Holder in the State of Florida and
is payable in the State of Florida and deemed to be made in the State of Florida. The Company hereby irrevocably consents to the
exclusive jurisdiction of any state or federal court in Miami-Dade County, Florida; provided that nothing contained in this Note
will prevent the Holder from bringing any action, enforcing any award or judgment or exercising any rights against the Company,
against any security or against any property of the Company within any other county, state or other foreign or domestic jurisdiction.
The Company acknowledges and agrees that the venue provided above is a convenient forum for both the Holder and the Company. The
Company waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Note.
The Company hereby irrevocably appoints Joseph Bernstein, having an address of 6662 Casa Grande Way, Delray Beach, Florida 33446
as its agent for service of process in the State of Florida for purposes of this Note. If the Holder engages any attorney to enforce
or construe any provision of this Note, or as a consequence of any default whether or not any legal action is filed, the Company
shall immediately pay on demand all reasonable attorneys’ fees and other Holder’s costs, together with interest from
the date of demand until paid at the highest rate of interest then applicable to the unpaid principal, as if such unpaid attorneys’
fees and costs had been added to the principal. Attorneys’ fees shall be recoverable at all levels including appellate courts.


 


9.          Notices.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Note must be in
writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by
facsimile or e-mail (provided confirmation of transmission is mechanically or electronically generated and kept on file by the
sending party); or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified,
in each case, properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications
shall be:


 


If to the Company:


 


Grandparents.com, Inc.

589 Eighth Avenue, 6th floor


New York NY 10018


Telephone: (917) 365-3651


Facsimile: (847) 589-3877


Email: joebernstein@me.com


Attention: Joseph Bernstein


 


With copies (for informational purposes only) to:


 


Sills Cummis & Gross PC


One Riverfront Plaza


Newark, New Jersey 07102


Telephone: (973) 643-7000


Facsimile: (973) 643-6500


Attention: Jeffrey L. Wasserman, Esq.


 


If to the Holder:


 


Mel Harris


10800 Biscayne Blvd., Suite 750


Miami, Florida 33161


Telephone: (305) 899-0404


Facsimile:                            


Email: mharris@pegi.net


 






    	 



    	 



    

 


10.         Severability.
If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from
this Note and the balance of this Note shall be interpreted as if such provision were so excluded and shall be enforceable in accordance
with its terms.


 


11.         Assignment.
The Company shall not have the right to assign its rights and obligations hereunder or any interest herein.


 


12.         Remedies
Cumulative; Failure or Indulgence Not a Waiver. The remedies provided in this Note shall be cumulative and in addition to all
other remedies available under this Note. No failure or delay on the part of the Holder in the exercise of any power, right or
privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege
preclude other or further exercise thereof or of any other right, power or privilege.


 


13.         Payments.
Whenever any payment of cash is to be made by the Company to the Holder pursuant to this Note, such payment shall be made in lawful
money of the United States of America by a check drawn on the account of the Company and sent via overnight courier service to
the Holder at such address as previously provided to the Company in writing (which address, in the case of the Holder as of the
date of issuance hereof, shall initially be the address for the Holder as set forth in Section 9 hereof); provided that the Holder
may elect to receive a payment of cash via wire transfer of immediately available funds by providing the Company with not less
than two (2) Business Days prior written notice setting out such request and the Holder’s wire transfer instructions. Whenever
any payment to be made shall otherwise be due on a day that is not a Business Day, such payment shall be made on the immediately
succeeding Business Day and such extension of time shall be included in the computation of accrued interest.


 


14.         Excessive
Interest. Notwithstanding any other provision herein to the contrary, this Note is hereby expressly limited so that the interest
rate charged hereunder shall at no time exceed the maximum rate permitted by applicable law. If, for any circumstance whatsoever,
the interest rate charged exceeds the maximum rate permitted by applicable law, the interest rate shall be reduced to the maximum
rate permitted, and if the Holder shall have received an amount that would cause the interest rate charged to be in excess of the
maximum rate permitted, such amount that would be excessive interest shall be applied to the reduction of the principal amount
owing hereunder (without charge for prepayment) and not to the payment of interest, or if such excessive interest exceeds the unpaid
balance of principal, such excess shall be refunded to the Company.


 


15.         Waiver
of Notice. To the extent permitted by law, the Company hereby waives demand, notice, protest and all other demands and notices
in connection with the delivery, acceptance, performance, default or enforcement of this Note.


 




    	 



    	 



    

 


16.         Electronic
Signatures; Counterparts. This Note 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.


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
the Company has caused this Note to be duly executed by its officers, thereunto duly authorized as of the date first above written.


 


	 	GRANDPARENTS.COM, INC.
	 	 	 
	 	By:	/s/ Steve Leber
	 	 	Steve Leber 
	 	 	Chairman & Co-Chief Executive Officer
	 	 	 
	 	By:	/s/ Joseph Bernstein
	 	 	Joseph Bernstein
	 	 	Co-Chief Executive Officer