SECURITIES PURCHASE AGREEMENT


 


This Securities Purchase
Agreement (this “Agreement”) is dated as of ____________, 2013 by and between Grandparents.com, Inc., a Delaware
corporation (the “Company”), and ____________ (the “Purchaser”).


 


WHEREAS, subject to
the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as amended, the
Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, certain securities
of the Company as more fully described in this Agreement.


 


NOW, THEREFORE, IN
CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:


 


ARTICLE I 


DEFINITIONS


 


1.1      
Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings
indicated:


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 144 under the Securities Act.


 


“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized
or required by law to remain closed.


 


“Closing”
means the closing of the purchase and sale of the Shares and the Warrant pursuant to Section 2.1 hereof.


 


“Closing
Date” means the date of the Closing.


 


“Commission”
means the Securities and Exchange Commission.


 


“Common
Stock” means the common stock of the Company, par value $0.01 per share.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Lien”
means any lien, charge, claim, security interest, encumbrance, right of first refusal or other restriction.


 


“Person”
means any individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or any court or other federal, state, local or other
governmental authority or other entity of any kind.


 






    	 



    	 



    

 


“Registrable
Securities” means (i) any of the Shares; (ii) any of the Underlying Shares issued or issuable upon the exercise of the
Warrant and (ii) any shares of Common Stock issued or to be issued with respect to the Shares or the Underlying Shares issued or
issuable upon the exercise of the Warrant by way of a stock dividend or stock split. As to any particular Registrable Security,
such security will cease to be a Registrable Security when it (x) has been effectively registered under the Securities Act and
disposed of in accordance with the registration statement covering such security, (y) has been transferred through a broker-dealer
in an open market transaction pursuant to Rule 144 (or any similar provision then in force) or (z) is eligible for sale pursuant
to Rule 144(b) (or any similar provision then in force).


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“Securities”
means the Shares, the Warrant and the Underlying Shares.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Shares”
means an aggregate of ____________ shares of Common Stock, which are being issued and sold to the Purchaser at the Closing.


 


“Transaction
Documents” means this Agreement, the Warrant, and any other documents or agreements executed in connection with the transactions
contemplated hereunder.


 


“Underlying
Shares” means an aggregate of ____________ shares of Common Stock issuable upon exercise of the Warrant and any securities
issued in exchange for or in respect of such shares.


 


“Warrant”
means, the Common Stock purchase warrant issued and sold under this Agreement, in the form of Exhibit A, and any warrant
issued upon exercise of such warrant.


 


ARTICLE II 


PURCHASE AND SALE


 


2.1      
Closing. Subject to the terms and conditions set forth in this Agreement, at the Closing the Company shall issue
and sell to the Purchaser, and the Purchaser shall purchase from the Company, the Shares and a Warrant to purchase the Underlying
Shares, for an aggregate purchase price equal to $____________. The Closing shall take place at the offices of Sills Cummis &
Gross, PC immediately following the execution hereof, or at such other location or time as the parties may agree.


 


2.2      
Deliveries. At the Closing, the Purchaser shall deliver or cause to be delivered to the Company the purchase price
indicated in Section 2.1 above, in United States dollars and in immediately available funds, by wire transfer to an account
designated in writing by the Company for such purpose. Promptly following the Closing, the Company shall deliver or cause to be
delivered to the Purchaser the following: (i) one or more stock certificates, free and clear of all restrictive and other legends
(except as expressly provided in Section 4.1(b) hereof), evidencing the number of Shares in Section 2.1 above, registered
in the name of the Purchaser; and (ii) a Warrant, registered in the name of the Purchaser, pursuant to which the Purchaser shall
have the right to acquire the number of Underlying Shares indicated in Section 2.1 above, on the terms set forth therein.


 






    	2



    	 



    




ARTICLE III 


REPRESENTATIONS AND WARRANTIES


 


3.1      
Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchaser as follows:


 


(a)          
Organization and Qualification. The Company is an entity duly organized, validly existing and in good standing under
the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties
and assets and to carry on its business as currently conducted. The Company is not in violation of any of the provisions of its
respective certificate or articles of incorporation, bylaws or other organizational or charter documents. The Company is duly qualified
to do business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the
business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in
good standing, as the case may be, could not, individually or in the aggregate, (i) adversely affect the legality, validity or
enforceability of any Transaction Document, (ii) have or result in a material adverse effect on the results of operations, assets,
prospects, business or condition (financial or otherwise) of the Company, taken as a whole, or (iii) adversely impair the Company’s
ability to perform fully on a timely basis its obligations under any of the Transaction Documents (any of (i), (ii) or (iii), a
“Material Adverse Effect”).


 


(b)         
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate
the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated
hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further consent or action
is required by the Company, its Board of Directors or its stockholders. Each of the Transaction Documents has been (or upon delivery
will be) duly executed by the Company and is, or when delivered in accordance with the terms hereof, will constitute, the valid
and binding obligation of the Company enforceable against the Company in accordance with its terms.


 






    	3



    	 



    

 


(c)          
No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation
by the Company of the transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provision
of the Company’s certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict
with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any
agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) or other understanding to which the
Company is a party or by which any property or asset of the Company is bound or affected, except to the extent that such conflict,
default or termination right could not reasonably be expected to have a Material Adverse Effect, or (iii) result in a violation
of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to
which the Company is subject (including federal and state securities laws and regulations and the rules and regulations of any
self-regulatory organization to which the Company or its securities are subject), or by which any property or asset of the Company
is bound or affected.


 


(d)         
Issuance of the Securities. The Securities (including the Underlying Shares) are duly authorized and, when issued
and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free
and clear of all Liens and shall not be subject to preemptive rights or similar rights of stockholders. The Company has reserved
from its duly authorized capital stock the number of Underlying Shares.


 


(e)          
SEC Reports; Financial Statements. The Company has filed all reports required to be filed by it under the Securities
Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or
such shorter period as the Company was required by law to file such material) (the foregoing materials being collectively referred
to herein as the “SEC Reports” and, together with this Agreement, the “Disclosure Materials”)
on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration
of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of
the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the
SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable
accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing.
Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied
on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial
statements or the notes thereto, and fairly present in all material respects the financial position of the Company and its consolidated
subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject,
in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.


 


(f)           
Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against
or affecting the Company that could, individually or in the aggregate, have a Material Adverse Effect.


 






    	4



    	 



    

 


(g)          
Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company to any broker,
financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions
contemplated by this Agreement, and the Company has not taken any action that would cause the Purchaser to be liable for any such
fees or commissions.


 


(h)          
Private Placement. Neither the Company nor any Person acting on the Company’s behalf has sold or offered to
sell or solicited any offer to buy the Securities by means of any form of general solicitation or advertising. Neither the Company
nor any of its Affiliates or any Person acting on the Company’s behalf has, directly or indirectly, at any time within the
past six months, made any offer or sale of any security or solicitation of any offer to buy any security under circumstances that
would (i) eliminate the availability of the exemption from registration under Regulation D under the Securities Act in connection
with the offer and sale of the Securities as contemplated hereby or (ii) cause the offering of the Securities pursuant to the Transaction
Documents to be integrated with prior offerings by the Company for purposes of any applicable law, regulation or stockholder approval
provisions. The Company is not, and is not an Affiliate of, an “investment company” within the meaning of the Investment
Company Act of 1940, as amended. The Company is not a United States real property holding corporation within the meaning of the
Foreign Investment in Real Property Tax Act of 1980.


 


3.2      
Representations and Warranties of Purchaser. The Purchaser hereby represents and warrants to the Company as follows:


 


(a)          
Authority. If the Purchaser is a natural person, the Purchaser represents and warrants to the Company that (i) the
Purchaser is at least 18 years of age and is legally competent to execute this Agreement, (ii) this Agreement and the other Transaction
Documents to which it is a party constitute valid and binding obligations of the Purchaser enforceable against the Purchaser in
accordance with the terms hereof and thereof, and (iii) the address shown under the Purchaser’s signature at the end of this
Agreement is the Purchaser’s principal residence. If the Purchaser is not a natural person, the Purchaser represents and
warrants to the Company that (i) the Purchaser is an entity duly organized, validly existing and in good standing under the laws
of the jurisdiction of its organization with the requisite right, power and authority to enter into and to consummate the transactions
contemplated by this Agreement and the other Transaction Documents to which it is a party and otherwise to carry out its obligations
hereunder and thereunder, (ii) the purchase by the Purchaser of the Shares and the Warrant hereunder has been duly authorized by
all necessary action on the part of the Purchaser, (iii) this Agreement and the other Transaction Documents to which it is a party
have been duly executed and delivered by the Purchaser and constitute valid and binding obligations of the Purchaser enforceable
against the Purchaser in accordance with the terms hereof and thereof, and (iv) and the Purchaser has its principal offices or
principal place of business located at the address shown under Subscriber’s signature at the end of this Agreement


 


(b)         
Investment Intent. The Purchaser is acquiring the Securities as principal for its own account for investment purposes
only and not with a view to or for distributing or reselling such Securities or any part thereof, without prejudice, however, to
the Purchaser’s right, subject to the provisions of this Agreement, at all times to sell or otherwise dispose of all or any
part of such Securities pursuant to an effective registration statement under the Securities Act or under an exemption from such
registration and in compliance with applicable federal and state securities laws. Nothing contained herein shall be deemed a representation
or warranty by the Purchaser to hold Securities for any period of time. The Purchaser does not have any agreement or understanding,
directly or indirectly, with any Person to distribute any of the Securities.


 






    	5



    	 



    

 


(c)          
Purchaser Status. At the time the Purchaser was offered the Shares and the Warrant, it was, and at the date hereof
it is, an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act. The Purchaser is
not a registered broker-dealer under Section 15 of the Exchange Act.


 


(d)         
Experience of Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk
of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.


 


(e)          
Access to Information. The Purchaser acknowledges that it has received and reviewed all information about the Company
it considers necessary or appropriate for deciding whether to acquire the Securities and has been afforded (i) the opportunity
to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the
terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to
information about the Company and its subsidiaries and their respective financial condition, results of operations, business, properties,
management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional
information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed
investment decision with respect to the investment. The Purchaser has sought such accounting, legal and tax advice as it has considered
necessary to make an informed decision with respect to its acquisition of the Securities.


 


(f)           
Certain Trading Limitations. The Purchaser agrees that beginning on the date hereof until ninety (90) days from the
Closing Date, it will not enter into any Short Sales. For purposes of this Section 3.2(f), a “Short Sale”
means a sale of Common Stock that is marked as a short sale and that is executed at a time when Purchaser has no equivalent offsetting
long position in the Common Stock. For purposes of determining whether the Purchaser has an equivalent offsetting long position
in the Common Stock, all Common Stock and all Common Stock that would be issuable upon conversion or exercise in full of all options
then held by Purchaser (assuming that such options were then fully convertible or exercisable, notwithstanding any provisions to
the contrary, and giving effect to any conversion or exercise price adjustments scheduled to take effect in the future) shall be
deemed to be held long by the Purchaser.


 






    	6



    	 



    

 


ARTICLE IV 


OTHER AGREEMENTS OF THE PARTIES


 


4.1      
Restricted Securities; Transfers on Restrictions. The Purchaser understands that (i) the Securities are characterized
as “restricted securities” under the Securities Act; (ii) the Securities have not been and, except as otherwise provided
herein, will not be registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned
or transferred unless subsequently registered thereunder or the Purchaser shall have delivered to the Company an opinion of counsel,
in a generally acceptable form and from counsel reasonably acceptable to the Company, to the effect that such Securities to be
sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, (iii) any sale
of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule
144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale
is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other
exemption under the Securities Act or the rules and regulations of the Commission promulgated thereunder; and (iv) unless sold
pursuant to a registration statement that has been declared effective under the Securities Act or in compliance with Rule 144,
the Company requires that the Securities bear a legend referring to the foregoing restrictions (it being agreed that if the Securities
are not certificated, other appropriate restrictions shall be implemented to give effect to the foregoing) and shall place stop
order instructions with its transfer agent with respect to such Securities.


 


4.2      
Integration. The Company shall not, and shall use its best efforts to ensure that no Affiliate of the Company shall,
sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the
Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration
under the Securities Act of the sale of the Securities to the Purchaser, or that would be integrated with the offer or sale of
the Securities for purposes of the rules and regulations of any Trading Market.


 


4.3      
Reservation of Securities. The Company shall maintain a reserve from its duly authorized shares of Common Stock for
issuance pursuant to the Transaction Documents in such amount as may be required to fulfill its obligations in full under the Transaction
Documents. In the event that at any time the then authorized shares of Common Stock are insufficient for the Company to satisfy
its obligations in full under the Transaction Documents, the Company shall promptly take such actions as may be required to increase
the number of authorized shares.


 


4.4      
Piggy-Back Registrations.


 


(a)          
Until such time as the Registrable Securities (as defined below) may be sold in accordance with Rule 144(b) under the Securities
Act, if the Company at any time proposes to file on its behalf and/or on behalf of any of its security holders a registration statement
under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form or to the Company’s
employees pursuant to any employee benefit plan, respectively) for the general registration of securities to be sold for cash with
respect to the Common Stock, it will give written notice to the Purchaser at least ten (10) days before the initial filing with
the Commission of the registration statement (or, in the case of a registration statement that has already been filed with the
Commission but has not yet been declared effective, within ten (10) days before the anticipated effective date of the registration
statement), which notice shall offer the Purchaser the opportunity to include in such registration statement the number of Registrable
Securities as the Purchaser may request (a “Piggyback Registration”), subject to the provisions of Section 4.4(b)
hereof. Upon the request of the Purchaser made within ten (10) days after the receipt of notice from the Company regarding a Piggyback
Registration (which such request shall specify the number of Registrable Securities for which registration is being requested),
the Company shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable
Securities that the Company has been so requested to register by the Purchaser; provided that nothing in this Section 4.4(a)
shall preclude the Company from discontinuing the registration of its securities being effected at any time and for any reason
before the effective date of the registration relating thereto; but, in that event, the Company shall notify the Purchaser of such
discontinuation of the registration. The Company shall pay all registration expenses in connection with each Piggyback Registration.


 






    	7



    	 



    

 


(b)         
If the lead managing underwriter of a proposed public offering by the Company shall advise the Company in writing that,
in their good faith opinion, the number of Registrable Securities to be included in such registration would materially and adversely
affect the marketing or price of the securities to be sold in the public offering, the Company will allocate the securities to
be included in such registration statement in accordance with the following priority: (i) first, the securities to be included
in such registration statement by the Company or the holder or holders initiating the registration statement; and (ii) next, the
Registrable Securities requested to be included in such registration by the Holder.


 


ARTICLE V 


MISCELLANEOUS


 


5.1      
Fees and Expenses. Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts,
if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance
of this Agreement.


 


5.2      
Entire Agreement. The Transaction Documents, together with the Exhibits and Schedules thereto, contain the entire
understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral
or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.
At or after the Closing, and without further consideration, the Company will execute and deliver to the Purchaser such further
documents as may be reasonably requested in order to give practical effect to the intention of the parties under the Transaction
Documents. Notwithstanding anything to the contrary herein, Securities may be assigned to any Person in connection with a bona
fide margin account or other loan or financing arrangement secured by such Company Securities.


 


5.3      
Notices. All notices and other communications required or permitted under this Agreement shall be in writing and
shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed telex or
facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) five days after having
been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written verification of receipt. The addresses and facsimile numbers
for such notices and communications are those set forth on the signature pages hereof, or such other address or facsimile number
as may be designated in writing hereafter upon five (5) days notice, in the same manner, by such Person.


 






    	8



    	 



    

 


5.4      
Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed,
in the case of an amendment, by the Company and the Purchaser or, in the case of a waiver, by the party against whom enforcement
of any such waiver is sought.


 


5.5      
Construction. The headings herein are for convenience only, do not constitute a part of this Agreement and shall
not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language
chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.


 


5.6      
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written
consent of the Purchaser. The Purchaser may assign its rights under this Agreement to any Person to whom Purchaser assigns or transfers
any Securities, provided such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions
hereof that apply to the “Purchaser.” Notwithstanding anything to the contrary herein, Securities may be assigned to
any Person in connection with a bona fide margin account or other loan or financing arrangement secured by such Securities.


 


5.7      
No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective
successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


5.8
      Governing Law; Venue; Waiver
Of Jury Trail. all questions concerning the construction, validity, enforcement and
interpretation of this Agreement shall be governed by and construed and enforced in accordance with the laws of the state of new
york. THE COMPANY AND PURCHASER Hereby Irrevocably Submit To The Exclusive Jurisdiction Of The State And Federal Courts Sitting
In The CITY OF NEW YORK, BOROUGH OF MANHATTAN For The Adjudication Of Any Dispute BROUGHT BY THE COMPANY OR PURCHASER Hereunder,
In Connection Herewith Or With Any Transaction Contemplated Hereby Or Discussed Herein (Including With Respect To The Enforcement
Of Any Of The Transaction Documents), And Hereby Irrevocably Waive, And Agree Not To Assert In Any Suit, Action Or ProceedinG BROUGHT
BY THE COMPANY OR PURCHASER, Any Claim That It Is Not Personally Subject To The Jurisdiction Of Any Such Court, OR That Such Suit,
Action Or Proceeding Is Improper. Each party Hereby Irrevocably Waives Personal Service Of Process And Consents To Process Being
Served In Any Such Suit, Action Or Proceeding By Mailing A Copy Thereof Via Registered Or Certified Mail Or Overnight Delivery
(With Evidence Of Delivery) To Such Party At The Address In Effect For Notices To It Under This Agreement And Agrees That Such
Service Shall Constitute Good And Sufficient Service Of Process And Notice Thereof. Nothing Contained Herein Shall Be Deemed To
Limit In Any Way Any Right To Serve Process In Any Manner Permitted By Law. The Company AND PURCHASER Hereby Waive All Rights To
A Trial By Jury.


 






    	9



    	 



    

 


5.9      
Survival. The representations, warranties, agreements and covenants contained herein shall survive the Closing and
the delivery and/or exercise of the Securities, as applicable.


 


5.10  
Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be
considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered
to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile or electronic transmission, including via PDF, such signature shall create a valid and binding obligation
of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or electronic
signature page were an original thereof.


 


5.11  
Severability. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity
and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby
and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon
so agreeing, shall incorporate such substitute provision in this Agreement.


 


5.12  
Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery
of damages, the Purchaser and the Company will be entitled to specific performance under the Transaction Documents. The parties
agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described
in the foregoing sentence and hereby agrees to waive in any action for specific performance of any such obligation the defense
that a remedy at law would be adequate.


 


[Signature
pages to follow]


 




    	10



    	 



    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.


 


	Company:
	 
	GRANDPARENTS.COM, Inc.
	 
	By:	 	 
		Name:
		Title:
	 	 
	Address for Notice:
	Grandparents.com, Inc.
	589 Eighth Avenue, 6th floor
	New York New York 10018
	Telephone: (646) 839-8800
	Facsimile: (646) 654-6106  
	Attention: Steve Leber, Co-Chief Executive Officer
	 
	With a copy 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.


 


	Purchaser:
	 	 
	By:	 
	 	Name:
	 	Title:
	Address for Notice:
	 
	 
	 
	Telephone:	 
	Facsimile:	 
	Attention:	 


  




    	 



    	 



    

 


EXHIBIT A


Form of Warrant


 


See attached.