Exhibit 10.1


 


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.


 


CONVERTIBLE PROMISSORY NOTE


 


GRANDPARENTS.COM, INC.


 


	May 18, 2015	$1,000,000


 


GRANDPARENTS.COM, INC.,
a Delaware corporation (“Grandparents”), GRANDPARENTS INSURANCE SOLUTIONS LLC, a Florida limited liability company
(“Insurance”), GRAND CARD LLC, a Florida limited liability company (“Card”), and GRANDCORPS
LLC, a Florida limited liability company (“GrandCorps” and together with Grandparents, Insurance and Card, each
individually an “Issuer” and collectively, the “Issuers”) for value received, hereby each,
jointly and severally, promises to pay, in immediately available funds, to VB FUNDING, LLC, a Delaware limited liability company
(together with its successors and/or assigns, the “Holder”), the principal amount of One Million Dollars ($1,000,000)
pursuant to the terms contained herein, together with interest thereon calculated hereunder in accordance with the terms contained
herein.


 


1.           Definitions.
For purposes of this Note, the following capitalized terms have the following meanings:


 


“Aggregate Balance”
has the meaning assigned in Section 5.


 


“Bankruptcy Event”
means, with respect to a Person, (a) the filing by the Person of a voluntary petition in bankruptcy or a petition seeking any reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any Bankruptcy Law, or the admission
in writing of the Person of its inability to pay debts as they mature, or the making by such Person of an assignment for the benefit
of creditors, the appointment of a trustee with respect to such Person or the taking of similar action for the benefit of creditors;
or (b) the filing of any petition against such Person seeking any reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any Bankruptcy Law and such Person shall, by any action, indicate its approval of, consent
to, or acquiescence therein, or the petition shall remain undismissed for sixty (60) days.


 


“Bankruptcy Law”
means any applicable law pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law
relating to insolvency or relief of debtors.


 


“Business Day”
means any day other than a Saturday, Sunday or a legal holiday under the laws of the State of New York.


 


“Cash Interest
Portion” has the meaning assigned in the definition of Interest Rate.


 


“Collateral”
means all personal property of the Issuers whether presently existing or hereafter created or acquired, and wherever located, including,
but not limited to (a) all accounts, chattel paper (including tangible and electronic chattel paper), commercial tort claims, deposit
accounts, documents (including negotiable documents), equipment (including all accessions and additions thereto), general intangibles
(including payment intangibles), goods (including fixtures), instruments (including promissory notes), inventory (including all
goods held for sale or lease or to be furnished under a contract of service, and including returns and repossessions), investment
property (including securities and securities entitlements), letter of credit rights, money, software, and all of the Issuers’
books and records with respect to any of the foregoing, and the computers and equipment containing said books and records; and
(b) any and all cash proceeds and/or noncash proceeds of any of the foregoing, including, without limitation, insurance proceeds,
and all supporting obligations and the security therefor or for any right to payment; provided however that, Collateral
shall not include any Excluded Property. All terms above in this definition have the meanings given to them in the New York Uniform
Commercial Code, as amended or supplemented from time to time.


 




    	 



     


    

 


“Conversion Price”
means the price per common share of Grandparents equal to $0.20, as may be adjusted as stated herein.


 


“Event of Default”
has the meaning assigned in Section 7(a).


 


“Excluded Property”
means, collectively, (a) any permit or license or any contractual obligation of the Issuers or any property subject to a requirement
of law that prohibits or requires the consent of any Person (other than consent of any Issuer, their respective principals, or
any of their respective affiliates) that has not been obtained but only to the extent and while such prohibition is not terminated
or rendered unenforceable or otherwise deemed ineffective by the New York Uniform Commercial Code or any other requirement of law,
(b) property owned by the Issuers that is subject to a purchase money lien or capital lease if the contractual obligation pursuant
to which such lien is granted (or such capital lease) prohibits or requires the consent of any person that has not been obtained,
(c) any application for registration of a trademark or service mark filed with the United States Patent and Trademark Office (“PTO”)
on an intent-to-use basis until such time (if any) as an amendment to allege use is accepted by the PTO, at which time such trademark
or service mark shall cease to be Excluded Property, and (d) any capital stock in any joint ventures or any Person that is not
a subsidiary of an Issuer to the extent the pledge of such interests is prohibited by such Person’s constituent documents
and a waiver therefor has not been obtained; provided however that, Excluded Property shall not include any proceeds,
products, substitutions or replacements of Excluded Property (unless such proceeds, products, substitutions or replacements would
otherwise constitute Excluded Property). All terms above in this definition have the meanings given to them in the New York Uniform
Commercial Code, as amended or supplemented from time to time.


 


“Holder”
has the meaning assigned in the Preamble.


 


“Interest Rate”
means 7.5% per annum (of which 2.5% is payable in cash (the “Cash Interest Portion”) and 5% of which is payable
in-kind (the “PIK Interest Portion”)).


 


“Issuer”
and “Issuers” have the meaning assigned in the Preamble.


 


“Maturity Date”
means May 18, 2016.


 


“Person”
means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust,
a joint venture, an unincorporated organization, a governmental entity or any department, agency or political subdivision thereof
or any other entity or organization.


 


“PIK Interest
Portion” has the meaning assigned in the definition of Interest Rate.


 


2.           Interest.
Interest shall accrue at a rate equal to the Interest Rate on the unpaid principal and interest amounts of this Note until repayment
of this Note in full. Interest shall be computed on the basis of a 365-day year and the actual number of days occurring in the
period for which such interest is payable. The Issuers shall pay to the Holder in cash the accrued and unpaid interest (at the
Interest Rate) on this Note on the Maturity Date. The Cash Interest Portion shall be payable to the Holder in cash on each of September
30, 2015, December 31, 2015, March 31, 2016 and on the Maturity Date (each an “Interest Payment Date”). The
PIK Interest Portion shall be payable to the Holder by increasing the principal amount of this Note by an amount equal to the PIK
Interest Portion on each Interest Payment Date. Notwithstanding any provisions of this Note, in no event will the amount of interest
paid or agreed to be paid by the Issuers exceed an amount computed at the highest rate of interest permissible under applicable
law and if the amount of interest paid or agreed to be paid by the Issuers is in excess of the highest rate of interest permissible
under applicable law, the interest chargeable hereunder shall be reduced to the amount determined based upon the highest rate of
interest permissible under applicable law (the “Maximum Permissible Interest”) and any excess over the Maximum
Permissible Interest shall be credited to the principal balance of this Note and applied to the same and not to the payment of
interest.


 




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3.           Payments;
Use of Proceeds.


 


(a)          Maturity
Date. The aggregate principal amount of this Note outstanding and not prepaid in accordance with Section 3(b) hereof, as
well as any accrued and unpaid interest thereon, shall be due and payable in full, and this Note shall mature, on the Maturity
Date.


 


(b)          Optional
Prepayment. The Issuer may prepay the outstanding principal amount of this Note, in whole or in part (together with all
interest accrued and unpaid hereunder), at any time and from time to time, either, at the election of the Holder (i) in cash or
(ii) by converting any such outstanding principal amount of this Note (together with all unpaid interest, payable at the Interest
Rate pursuant to the terms hereof, calculated through the Maturity Date) into common shares of Grandparents at the Conversion Price
(the “Optional Prepayment Conversion”); provided that, the Issuer has provided Holder fifteen (15) days’ prior
notice of such prepayment together with such financial information as reasonably requested by the Holder and permitted by law to
be disclosed; provided further that, for the avoidance of doubt, the Optional Prepayment Conversion shall not apply to any repayment
of the outstanding principal amount of this Note (together with any accrued and unpaid interest with respect to such outstanding
principal amount) on the Maturity Date. Upon the occurrence of the Optional Prepayment Conversion, the Holder agrees that the Issuer
shall be automatically released from all obligations owed by the Issuer hereunder with respect to any such obligations subject
to such Optional Prepayment Conversion and that all such obligations shall be deemed to be automatically satisfied in full.


 


(c)          Optional
Conversion of Indebtedness.


 


(i)          The
outstanding principal balance of this Note and all unpaid interest having accrued hereunder shall be convertible, in whole or in
part, at the option of the Holder, on the Maturity Date, into common shares of Grandparents at the Conversion Price, par value
$0.01 per share (“Common Stock”). In furtherance of Holder’s rights under this Section 3(c), the Issuers shall
provide Holder not less than fifteen (15) days’ prior written notice of any scheduled and unscheduled cash payment to be
made hereunder together with such financial information as reasonably requested by the Holder and permitted by law to be disclosed,
in order for Holder to determine whether or not to accept such cash payment or elect to convert such portion of the indebtedness
due hereunder to Common Stock.


 


(ii)         The
Conversion Price shall be subject to adjustment from time to time upon the occurrence of certain events described in this Section
3(c)(ii):


 


(A)         In
the event that Grandparents at any time or from time to time after the date hereof shall declare or pay, without consideration,
any dividend on the Common Stock payable in Common Stock or in any right to acquire Common Stock for no consideration, or shall
effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by stock split,
reclassification or otherwise than by payment of a dividend in Common Stock or in any right to acquire Common Stock), or in the
event the outstanding shares of Common Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser
number of shares of Common Stock, then the Conversion Price in effect immediately prior to such event shall, concurrently with
the effectiveness of such event, be proportionately decreased or increased, as appropriate. In the event that the Grandparents
shall declare or pay, without consideration, any dividend on the Common Stock payable in any right to acquire Common Stock for
no consideration, then Grandparents shall be deemed to have made a dividend payable in Common Stock in an amount of shares equal
to the maximum number of shares issuable upon exercise of such rights to convert the indebtedness hereunder to Common Stock.


 




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(B)         If
any capital reorganization or reclassification of the capital stock of Grandparents, or any consolidation or merger of Grandparents
with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected in such
a way that holders of Common Stock shall be entitled to receive cash, stock, securities or assets with respect to or in exchange
for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and adequate
provisions shall be made whereby the Holder shall thereafter have the right to convert and receive upon the basis and upon the
terms and conditions specified in this Note its election pursuant to this Section 3(c), and in lieu of the shares of the Common
Stock of Grandparents immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such
cash, shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding
shares of Common Stock equal to the number of shares of such Common Stock immediately theretofore receivable upon the exercise
of the rights represented hereby, and in any such case appropriate provision shall be made with respect to the rights and interest
of the Holder that the provisions thereof shall hereafter be applicable, as nearly as may be, in relation to any shares of cash,
stock, securities or assets thereafter deliverable upon the exercise hereof.


 


(C)         Upon
any adjustment of the Conversion Price or any increase or decrease in the number of shares of Common Stock purchasable upon conversion
of this Note (or any portion thereof), the Issuers shall within fifteen (15) days, give written notice thereof to Holder. The notice
shall be signed by Grandparents’ chief financial officer and shall state the Conversion Price resulting from such adjustment
and the increase or decrease, if any, in the Conversion Price, setting forth in reasonable detail the method of calculation and
the facts upon which such calculation is based.


 


(iii)        Upon
the occurrence of any conversion described in this Section 3(c), the Holder agrees that the Issuers shall be automatically released
from all obligations owed by the Issuers hereunder with respect to any such obligations subject to such conversion and that all
such obligations shall be deemed to be automatically satisfied in full.


 


(d)          Use
of Proceeds. The proceeds of the loans evidenced by this Note shall be used solely for working capital and general corporate
purposes of the Issuers; provided that, notwithstanding the foregoing, no proceeds of the loans evidenced by this Note may
be used to repay any obligations of any Issuer evidenced by notes without the consent of the Holder.


 


4.           Tax
Matters. The Issuer and the Holder agree that, for purposes of determining the “issue price” of the Notes pursuant
to Sections 1281 through 1283 of the Code, the aggregate original purchase price of the Notes shall be allocated between the Notes
and the Warrant based on a fair market value of the Warrant equal to [ ], and that such allocation shall be appropriately used
by the Issuer and Holder for income tax reporting purposes.


 


5.           Representations;
Warranties and Covenants.


 


(a)          Each
Issuer represents and warrants that:


 


(i)          Such
Issuer has full power and authority to execute, deliver and perform the terms and provisions of this Note.


 


(ii)         All
necessary approvals for the execution, delivery and performance of this Note by such Issuer have been obtained, and this Note has
been duly executed and delivered by such Issuer and constitutes the legal and binding obligation of the Issuer, enforceable in
accordance with its terms.


 


(iii)        Such
Issuer is a duly organized and validly existing corporation limited liability (as applicable) in good standing under the laws of
Delaware or Florida (as applicable) and has the power and authority to own its property and assets and to transact the business
in which it is engaged.


 


(iv)        The
execution and delivery by such Issuer of, and the performance of and compliance by such Issuer with, the terms and provisions of
this Note, do not (i) contravene any applicable provision of any material law, statute, rule, regulation, order, writ, injunction
or decree of any court or governmental instrumentality applicable to such Issuer, (ii) conflict with, or result in a breach of,
the terms, conditions and provisions of, or constitute a default under, any material agreement or instrument to which such Issuer
is a party or by which it or any of its property or assets is bound or (iii) violate any provision of the organizational documents
of such Issuer.


 




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(v)         The
execution and delivery by such Issuer of, and the performance of and compliance by such Issuer with, the terms and provisions of
this Note do not require any consent or approval of, registration or filing with, or any other action by, any governmental instrumentality,
except for any filings with the United States Securities and Exchange Commission and such licenses, approvals, authorizations or
consents as have been obtained or made and are in full force and effect.


 


(vi)        All
information disclosed by the Issuers in the perfection certificate delivered in connection with the indebtedness evidenced by this
Note true and correct as of the date hereof in all material respects.


 


(vii)       Upon
the occurrence of an Event of Default and subsequent Holder’s demand, promptly deliver to the Holder all promissory notes,
drafts, trade acceptances, chattel paper, instruments or documents of title which are Collateral in tangible form, appropriately
endorsed to the Holder’s order.


 


(vii)       Use
its reasonable efforts to: (a) file with the Securities and Exchange Commission in a timely manner all reports and other documents
required of Grandparents under the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended; and
(b) furnish to the Holder, so long as the Holder owns any Securities forthwith upon request, unless already available on EDGAR,
a copy of the most recently filed annual report of Grandparents, and a copy of each filed quarterly and interim report of Grandparents
filed since the filing of the most recent annual report of Grandparents.


 


6.           Security
Interest.


 


(a)          Grant
of Security Interest. Each Issuer grants and pledges to the Holder a continuing security interest in all presently existing
and hereafter acquired or arising Collateral in order to secure prompt repayment of any and all obligations under this Note and
in order to secure prompt performance by the Issuers of each of its covenants and duties under this Note. Such security interest
constitutes a valid, first priority security interest in the presently existing Collateral, and will constitute a valid, first
priority security interest in Collateral acquired after the date hereof, in each case subject to the customary statutory and other
liens. In the event of the satisfaction of any obligations hereunder (including in connection with any Optional Prepayment Conversion
or any Maturity Date Conversion), the security interests hereunder securing any such obligations shall be deemed to be automatically
released and in connection therewith, the Holder shall take any actions reasonably requested by the Issuers to evidence the release
of such security interests, which for avoidance of doubt may include, among other things, the termination or amendment of any UCC
Financing Statements filed to perfect the security interest granted hereunder.


 


(b)          Delivery
of Additional Documentation. The Issuers shall from time to time execute and deliver to the Holder, at the request of the
Holder, all financing statements, PTO filings, U.S. Copyright Office filings and other documents that the Holder may reasonably
request, in form and substance reasonably satisfactory to the Holder, to perfect and continue the perfection of the Holder’s
security interests in the Collateral. Each Issuer hereby authorizes the Holder to file financing statements (including financing
statements listing the security interests of the Holder as “all assets of the Debtor”, “substantially all assets
of the Debtor” or similar descriptions).


 


7.           Events
of Default.


 


(a)          Definition.
The occurrence or existence of any one or more of the following events, conditions or circumstances shall constitute an “Event
of Default” for purposes of this Note:


 


(i)          the
occurrence of a Bankruptcy Event relating to any Issuer;


(ii)         the
Issuers shall fail to pay when due any amount of principal or interest under this Note;


(iii)        any
Issuer shall fail to promptly comply with any of its other obligations under this Note; or


(iv)        any
representation or warranty made or deemed made by any Issuer under this Note proves to have been false or incorrect in any material
respect (unless otherwise qualified by materiality, in which case it shall prove to be false of incorrect in any respect) as of
the date it was made or deemed made.


 




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(b)          Rights
and Remedies. Upon the occurrence and during the continuation of an Event of Default, the Holder may, at its election,
without notice and without demand, do any one or more of the following, all of which are authorized by the Issuers:


(i)          Declare
all or any portion of the obligations under this Note, immediately due and payable; provided that, upon the occurrence of an Event
of Default described in Section 7(a)(i) shall become immediately due and payable without any action by the Holder;


 


(ii)         Settle
or adjust disputes and claims directly with account debtors for amounts, upon terms and in whatever order that the Holder reasonably
considers advisable;


 


(iii)        Convert
any of the obligations under this Note to Common Stock pursuant to Section 3(c) hereof;


 


(iv)        Make
such payments and do such acts as the Holder considers necessary or reasonable to protect its security interest in the Collateral.
The Issuers agree to assemble the Collateral if the Holder so requires, and to make the Collateral available to the Holder. The
Issuers authorize the Holder to enter the premises where the Collateral is located, to take and maintain possession of the Collateral,
or any part of it, and to pay, purchase, contest, or compromise any encumbrance, charge, or lien which in the Holder’s determination
appears to be prior or superior to its security interest and to pay all expenses incurred in connection therewith. With respect
to any of the Holder’s owned premises, each Issuer hereby grants the Holder a license to enter into possession of such premises
and to occupy the same, without charge, in order to exercise any of the Holder’s rights or remedies provided herein, at law,
in equity, or otherwise;


 


(v)         Set
off and apply to the obligations under this Note any and all indebtedness at any time owing to or for the credit or the account
of the Issuers held by the Holder;


 


(vi)        Ship,
reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein)
the Collateral. Holder is hereby granted a license or other right, solely pursuant to the provisions of this Section 7(b), to use,
without charge, each Issuer’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks,
service marks, and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing production
of, advertising for sale, and selling any Collateral and, in connection with the Holder’s exercise of its rights under this
Section 7(b), the Issuers’ rights under all licenses and all franchise agreements shall inure to the Holder’s benefit;


 


(vii)       Dispose
of the Collateral by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including
the Issuers’ premises) as the Holder determines is commercially reasonable, and apply any proceeds to the obligations under
the Note in whatever manner or order the Holder deems appropriate; and


 


(viii)      The
Holder may credit bid and purchase Collateral of the Issuers at any public sale.


 


Any deficiency that exists
after disposition of the Collateral as provided above will be paid immediately by the Issuers. 


 


8.           Cancellation.
After all principal, accrued and unpaid interest and all other indebtedness at any time owed on this Note have either (i) been
paid in full or (ii) been converted pursuant to Section 3(c), this Note will be surrendered to the Issuers for cancellation; provided
that, this Note shall be reinstated in accordance with its terms if any amounts paid to the Holder are rescinded, returned, reduced
or restored.


 




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9.           Descriptive
Headings; Governing Law. The descriptive headings of the several Sections of this Note are inserted for convenience only
and do not constitute a part of this Note. This Note will be governed by the internal law of the State of New York, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that
would cause the application of law of any jurisdiction other than the State of New York.


 


10.          Venue;
Waiver of Jury Trial.         EACH ISSUER, AND, BY ITS ACCEPTANCE
OF THIS NOTE, THE HOLDER, HEREBY IRREVOCABLY SUBMIT TO THE NON-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 HEREUNDER, IN CONNECTION HEREWITH OR
WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF THIS NOTE), AND HEREBY
IRREVOCABLY WAIVE, AND AGREE NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, 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 PARTIES HERETO
HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY.


 


11.          Business
Days. If any payment is due, or any time period for giving notice or taking action expires, on a day which is not a Business
Day, then the payment will be due and payable on, and the time period will automatically be extended to, the next Business Day
immediately following such day which is not a Business Day.


 


12.          Entire
Agreement. This Note constitutes the entire agreement among the Issuers and the Holder with respect to the subject matter
hereof; supersedes any and all prior understandings relating to such subject matter; and will be binding upon and inure to the
benefit of the Issuers and the Holder of this Note and their respective successors and permitted assigns.


 


13.          Transferability
and Assignment. The Holder (and any subsequent holder) may transfer any of its interests and rights under this Note with
the consent of the Issuers; provided that, such consent shall not be required during the occurrence and continuation of
an Event of Default. No Issuer shall transfer any of its interests, rights or obligations under this Note without the consent of
the holder.


 


14.          Amendments.
No modification, change, waiver or amendment of this Note shall be deemed to be made unless in writing signed by each of the Holder
and the Issuers.


 


15.          Counterparts.
This Note may be executed in counterparts (including by means of telecopied or other electronically delivered signature pages),
any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute
one and the same Note.


 


16.          Cross-Guaranty.


 


(a)          Each
Issuer hereby agrees that such Issuer is jointly and severally liable for, and hereby absolutely and unconditionally guarantees
to the Holder and its successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise)
and performance of, all obligations owed or hereafter owing to the Holder by each other Issuer. Each Issuer agrees that its guaranty
obligation hereunder is a continuing guaranty of payment and performance and not of collection, and that its obligations under
this Section 16 shall be absolute and unconditional, irrespective of, and unaffected by:


 


(i)          the
genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Note or any other agreement, document
or instrument to which any Issuer is or may become a party in connection with this Note;


 




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(ii)         the
absence of any action to enforce this Note (including this Section 16) or any other document in connection with this Note
or the waiver or consent by the Holder with respect to any of the provisions thereof;


 


(iii)        the
existence, value or condition of, or failure to perfect its lien against, any security for the obligations hereunder or any action,
or the absence of any action, by the Holder in respect thereof (including the release of any such security);


 


(iv)        the
insolvency of any Issuer; or


 


(v)         any
other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor,


it being agreed by each Issuer
that its obligations under this Section 16 shall not be discharged until the Maturity Date has occurred and the obligations
hereunder are paid in full. Each Issuer shall be regarded, and shall be in the same position, as principal debtor with respect
to the obligations guaranteed hereunder.


 


(b)          Waivers
by Issuers. Each Issuer expressly waives all rights it may have now or in the future under any statute, or at common law, or
pursuant to any other laws or in equity, or otherwise, to compel the Holder to marshal assets or to proceed in respect of the obligations
guaranteed hereunder against any other Issuer, any other party or against any security for the payment and performance of the obligations
hereunder before proceeding against, or as a condition to proceeding against, such Issuer. It is agreed among each Issuer and the
Holder that the foregoing waivers are of the essence of the transaction contemplated by this Note and that, but for the provisions
of this Section 16 and such waivers, the Holder would decline to enter into this Note and make the financial accommodations
evidenced hereby.


 


(c)          Benefit
of Guaranty. Each Issuer agrees that the provisions of this Section 16 are for the benefit of the Holder and its respective
successors, transferees, endorsees and assigns, and nothing herein contained shall impair, as among the Issuers, on the one hand,
and the Holder, on the other hand, the obligations of the Issuers hereunder.


 


(d)          Subordination
of Subrogation, Etc. Notwithstanding anything to the contrary in this Note, and except as otherwise set forth herein, each
Issuer hereby expressly and irrevocably subordinates to the prior payment in full, in cash, of the obligations hereunder any and
all rights pursuant to any laws or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off
and any and all defenses available to a surety, guarantor or accommodation co-obligor hereunder until the Maturity Date has occurred
and the obligations hereunder have been paid in full. Each Issuer acknowledges and agrees that this subordination is intended to
benefit the Holder and shall not limit or otherwise affect such Issuer’s liability hereunder or the enforceability of this
Section 16, and that the Holder and its respective successors and assigns are intended third party beneficiaries of the
waivers and agreements set forth in this Section 16.


 


(e)          Limitation.
Notwithstanding any provision herein contained to the contrary, each Issuer’s liability hereunder shall be limited to an
amount not to exceed as of any date of determination the greater of:


 


(i)          the
net amount of all obligations hereunder advanced to any other Issuer and then re-loaned or otherwise transferred to, or for the
benefit of, such Issuer; and


 


(ii)         the
amount which could be claimed by the Holder from such Issuer under this Section 16 without rendering such claim voidable
or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act,
Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, such Issuer’s
right of contribution and indemnification from each other Issuer hereunder. The provisions of this Section 16(e) shall be
implemented automatically without the need for any loan modification.


  




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(f)          Contribution
with Respect to Guaranty Obligations.


 


(i)          To
the extent that any Issuer shall make a payment under this Section 16 of all or any of the obligations hereunder (a "Guarantor
Payment") which, taking into account all other Guarantor Payments then previously or concurrently made by any other Issuer,
exceeds the amount which such Issuer would otherwise have paid if each Issuer had paid the aggregate obligations hereunder satisfied
by such Guarantor Payment in the same proportion that such Issuer’s "Allocable Amount" (as defined below) (as determined
immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Issuers as determined immediately
prior to the making of such Guarantor Payment, then, following the occurrence of the Maturity Date and the payment in full
of the obligations hereunder, such Issuer shall be entitled to receive contribution and indemnification payments from, and be reimbursed
by, each other Issuer for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect
immediately prior to such Guarantor Payment.


 


(ii)         As
of any date of determination, the "Allocable Amount" of any Issuer shall be equal to the maximum amount of the claim
which could then be recovered from such Issuer under this Section 16 without rendering such claim voidable or avoidable
under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent
Conveyance Act or similar statute or common law.


 


(iii)        This
Section 16 is intended only to define the relative rights of the Issuers and nothing set forth in this Section 16 is
intended to or shall impair the obligations of the Issuers, jointly and severally, to pay any amounts as and when the same shall
become due and payable in accordance with the terms of this Note. Nothing contained in this Section 16 shall limit the liability
of any Issuer to pay the proceeds of loans evidenced by this Note made directly or indirectly to that Issuer and accrued interest
with respect thereto for which such Issuer shall be primarily liable.


 


(iv)        The
parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Issuers
to which such contribution and indemnification is owing.


 


(v)         The
rights of the indemnifying Issuer against other Issuers under this Section 16 shall be exercisable upon and after the Maturity
Date and the satisfaction of the obligations under the Note.


 


17.          Confidentiality.
All references to the Holder by name contained in any press release, advertisement or promotional material issued by any Issuer
or any affiliate thereof must be approved in writing by the Holder in advance of issuance.


 


*******************************


 




    	-9- 



     


    

 


IN WITNESS WHEREOF, the
Issuers have executed and delivered this Note on the date specified above.


 


	 	GRANDPARENTS.COM, INC.
	 	 
	 	By:	/s/ Steve Leber	 
	 	 	Steve Leber
	 	 	CEO
	 	 
	 	GRANDPARENTS INSURANCE SOLUTIONS LLC
	 	 
	 	By:	/s/ Steve Leber	 
	 	 	Steve Leber
	 	 	President
	 	 
	 	GRAND CARD LLC
	 	 
	 	By:	/s/ Steve Leber	 
	 	 	Steve Leber
	 	 	CEO
	 	 
	 	GRANDCORPS LLC
	 	 
	 	By:	its sole member, 
	 	GRANDPARENTS.COM, Inc.
	 	 
	 	By:	/s/ Steve Leber	 
	 	 	Steve Leber
	 	 	CEO


 


	Accepted and Agreed to:	 
	 	 
	VB FUNDING, LLC	 
	 	 
	By:	/s/ Vincent J. Dowling, Jr.	 	 
	 	Vincent J. Dowling, Jr.	 
	 	Managing Member