115,000,000 SENIOR SECURED CREDIT FACILITIES AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 12th, 2014 • Everyday Health, Inc. • Services-business services, nec • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of November 10, 2014, is entered into by and among EVERYDAY HEALTH, INC., a Delaware corporation (“EDH”), EVERYDAY HEALTH MEDIA, LLC, a Delaware limited liability company (“EDH Media”), MEDPAGE TODAY, L.L.C., a New Jersey limited liability company (“MedPage”), DRD Acquisition Corp., a Delaware corporation (“DD Acquisition Corp.”), immediately prior to the DD Acquisition (as defined herein), DoctorDirectory.com, Inc., a South Carolina corporation (“DD”), immediately after the DD Acquisition (DD, together with EDH, EDH Media, MedPage, and DD Acquisition Corp. (prior to the DD Acquisition), are individually and collectively, jointly and severally referred to herein as the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, a
Everyday Health, Inc. [˜] Shares of Common Stock, Par Value $0.01 Per Share Underwriting AgreementUnderwriting Agreement • March 17th, 2014 • Everyday Health, Inc. • Services-business services, nec • New York
Everyday Health, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [˜] shares of common stock, par value $0.01 per share (“Common Stock”), of the Company, and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell, severally and not jointly, to the several Underwriters an aggregate of [˜] shares of Common Stock of the Company (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [˜] shares of Common Stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred
EVERYDAY HEALTH, INC. Form of Director Indemnification AgreementIndemnification Agreement • February 24th, 2014 • Everyday Health, Inc. • Services-business services, nec • Delaware
This Director Indemnification Agreement, dated as of ___________ ___, 2014 (this “Agreement”), is made by and between Everyday Health, Inc., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).
AGREEMENT OF LEASE between THE RECTOR, CHURCH-WARDENS AND VESTRYMEN OF TRINITY CHURCH IN THE CITY OF NEW YORK, Landlord and WATERFRONT MEDIA INC. Tenant Dated: August 26, 2009 Portion of the Sixteenth (16th) Floor 345 Hudson Street New York, New York...Agreement of Lease • November 13th, 2013 • Everyday Health, Inc. • Services-business services, nec • New York
AGREEMENT OF LEASE, made as of the day of August, 2009 (this “Lease”), between THE RECTOR, CHURCH-WARDENS AND VESTRYMEN OF TRINITY CHURCH IN THE CITY OF NEW YORK, a religious corporation, having its office at 75 Varick Street, 2nd Floor, New York, New York 10013 (“Landlord”), and WATERFRONT MEDIA INC., a Delaware corporation, having an address at 45 Main Street, Brooklyn, New York 11201 (“Tenant”).
ContractEveryday Health, Inc. • February 24th, 2014 • Services-business services, nec • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
ContractEveryday Health, Inc. • February 24th, 2014 • Services-business services, nec • Delaware
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.
EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2014 • Everyday Health, Inc. • Services-business services, nec • Delaware
This Employment Agreement (the “Agreement”) is entered into effective November 22, 2010 (the “Effective Date”), by and between Benjamin Wolin (the “Employee”) and Everyday Health, Inc. (the “Company”).
ContractEveryday Health, Inc. • February 12th, 2014 • Services-business services, nec • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
ContractEveryday Health, Inc. • February 24th, 2014 • Services-business services, nec • North Carolina
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
ContractWarrant Agreement • February 24th, 2014 • Everyday Health, Inc. • Services-business services, nec • California
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 ACT AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
FIRST AMENDMENT OF LEASELease • November 13th, 2013 • Everyday Health, Inc. • Services-business services, nec
THIS FIRST AMENDMENT OF LEASE, dated as of the 22nd day of February 2010 (this “Agreement”), made by and between THE RECTOR, CHURCH-WARDENS AND VESTRYMEN OF TRINITY CHURCH IN THE CITY OF NEW YORK, a religious corporation, having its office at 75 Varick Street, 2nd Floor, New York, New York 10013 (“Landlord”), and WATERFRONT MEDIA INC., a Delaware corporation, having an address at 45 Main Street, Brooklyn, New York 11201 (“Tenant”).
VENTURE LOAN AND SECURITY AGREEMENTVenture Loan and Security Agreement • January 22nd, 2010 • Everyday Health, Inc. • Connecticut
SUBLEASESublease • January 22nd, 2010 • Everyday Health, Inc. • New York
THIS SUBLEASE (this “Sublease”) is made and entered into as of the 26th day of August, 2009, by and between CT CORPORATION SYSTEM, a Delaware corporation (“Landlord”), and WATERFRONT MEDIA INC., a Delaware corporation (“Tenant”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among EVERYDAY HEALTH, INC., Tea Leaves Health, LLC, Reuben Kennedy, in his capacity as Sellers’ Representative,Membership Interest Purchase Agreement • August 11th, 2015 • Everyday Health, Inc. • Services-business services, nec • New York
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of August 6, 2015 (the “Agreement”) is by and among Everyday Health, Inc., a Delaware corporation (the “Buyer”), Tea Leaves Health, LLC, a Georgia limited liability company (the “Company”), Reuben Kennedy, in his capacity as Sellers’ Representative (as defined in Section 7.2), and the Members of the Company named on Exhibit A hereto (collectively, the “Sellers” and each a “Seller”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 22nd, 2010 • Everyday Health, Inc. • New York
This EMPLOYMENT AGREEMENT (“Agreement”) is made as of September 09, 2003 (the “Effective Date”), by and between Agora Media Inc., a Delaware corporation, having offices at 45 Main Street, Suite 406, Brooklyn, New York 11201 (the “Company”) and Brian Cooper, an individual, residing at 5 Forte Drive, Old Westbury, NY 11568 (“Employee”).
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 12th, 2015 • Everyday Health, Inc. • Services-business services, nec • New York
This Second Amendment to Amended and Restated Credit Agreement (this “Amendment”) dated as of March 31, 2015, is by and among EVERYDAY HEALTH, INC., a Delaware corporation (“EDH”), EVERYDAY HEALTH MEDIA, LLC, a Delaware limited liability company (“EDH Media”), MEDPAGE TODAY, L.L.C., a New Jersey limited liability company (“MedPage” and together with EDH, EDH Media, and MedPage, individually and collectively, jointly and severally, the “Borrower”), DOCTORDIRECTORY.COM, LLC, a Delaware limited liability company (“DoctorDirectory”), Cambridge BioMarketing Group, LLC, a Delaware limited liability company (“Cambridge”, and together with DoctorDirectory, individually and collectively, jointly and severally, the “Guarantor”), the several banks and other financial institutions or entities party to this Amendment as a “Lender” hereunder (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as administrative agent and collateral agent for the Lenders (in such capacitie
SUBORDINATED LOAN AND SECURITY AGREEMENTSubordinated Loan and Security Agreement • November 13th, 2013 • Everyday Health, Inc. • Services-business services, nec • California
This SUBORDINATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 22, 2012 (the “Effective Date”) by and among: (a) SILICON VALLEY BANK, a California corporation (“SVB”; and in its capacity as Administrative Agent, the “Agent”), (b) SVB, SILVER LAKE WATERMAN FUND, L.P., a Delaware limited partnership (“Silver Lake”) and any other Lenders listed on Schedule 1 hereto and otherwise party hereto from time to time (each a “Lender”, and collectively the “Lenders”), and (c) (i) EVERYDAY HEALTH, INC., a Delaware corporation (“Everyday Health”), (ii) EVERYDAY HEALTH MEDIA, LLC, a Delaware limited liability company (“Media”), and (iii) MEDPAGE TODAY, L.L.C., a New Jersey limited liability company (“MedPage”) (Everyday Health, Media and MedPage are hereinafter jointly and severally, individually and collectively, referred to as “Borrower”), provides the terms on which Lenders shall lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among EVERYDAY HEALTH, INC., CAMBRIDGE BIOMARKETING GROUP, LLC,Membership Interest Purchase Agreement • March 25th, 2015 • Everyday Health, Inc. • Services-business services, nec • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of March 20, 2015 (the “Agreement”) is by and among Everyday Health, Inc., a Delaware corporation (the “Buyer”), Cambridge BioMarketing Group, LLC, a Delaware limited liability company (the “Company”), Maureen Franco, in her capacity as Sellers’ Representative (as defined in Section 8.2), and the Members of the Company named on Exhibit A hereto (collectively, the “Sellers” and each a “Seller”).
FIFTH AMENDED AND RESTATED STOCKHOLDER RIGHTS AGREEMENTStockholder Rights Agreement • January 22nd, 2010 • Everyday Health, Inc. • Delaware
THIS FIFTH AMENDED AND RESTATED STOCKHOLDER RIGHTS AGREEMENT (“Agreement”) is made as of the 15th day of October, 2008, by and between Waterfront Media Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder” and each of the persons or entities listed on Schedule C hereto, each of whom is referred to herein as a “Other Holder.”
WATERFRONT MEDIA INC. REVOLUTION HEALTH GROUP LLC CAREPAGES, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 22nd, 2010 • Everyday Health, Inc. • North Carolina
This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of September 18, 2009, by and between SQUARE 1 BANK (“Bank”) and WATERFRONT MEDIA INC. (“Parent”), REVOLUTION HEALTH GROUP LLC (“RHG”) and CAREPAGES, INC. (“Carepages” and, together with Parent and RHG, each a “Borrower” and collectively, “Borrowers”).
AGREEMENT AND PLAN OF MERGER among: Everyday Health, Inc., a Delaware corporation; Ziff Davis, LLC, a Delaware limited liability company; Project Echo Acquisition Corp., a Delaware corporation; and Solely with respect to Section 9.11 j2 Global, Inc.,...Agreement and Plan of Merger • October 21st, 2016 • Everyday Health, Inc. • Services-computer processing & data preparation • Delaware
This Agreement and Plan of Merger (“Agreement”) is made and entered into as of October 21, 2016, by and among: Ziff Davis, LLC, a Delaware limited liability company (“Parent”); Project Echo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); solely with respect to Section 9.11, j2 Global, Inc., a Delaware corporation (the “Guarantor”); and Everyday Health, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
CREDIT AGREEMENTCredit Agreement • March 17th, 2014 • Everyday Health, Inc. • Services-business services, nec • New York
THIS Credit Agreement (this “Agreement”), dated as of March 6, 2014, is entered into by and among EVERYDAY HEALTH, INC., a Delaware corporation (“EDH”), EVERYDAY HEALTH MEDIA, LLC, a Delaware limited liability company (“EDH Media”), MEDPAGE TODAY, L.L.C., a New Jersey limited liability company (“MedPage”, and together with EDH and EDH Media, individually and collectively, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK, as the Issuing Lender and the Swingline Lender, and Silicon Valley Bank (“SVB”), as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”).
Myrtle Potter & Company, LLC 1275 Lincoln Ave, Suite 7 San Jose Ca. 95125 Phone 408-993-1614 Fax 408-993-1602 AGREEMENT FOR EVERYDAY HEALTH SALES ACCELERATION AND SALES TRAININGAgreement • February 24th, 2014 • Everyday Health, Inc. • Services-business services, nec
This Agreement (“Agreement”), dated and effective September 14, 2012 by and between Myrtle Potter and Company, LLC (“Advisor”) and Everyday Health Media, LLC (“Client” or “Everyday Health”) is hereby agreed to by the Parties.
SECOND AMENDMENT OF LEASEEveryday Health, Inc. • November 13th, 2013 • Services-business services, nec
THIS SECOND AMENDMENT OF LEASE, dated as of the 1st day of May 2010 (this “Agreement”), made by and between THE RECTOR, CHURCH-WARDENS AND VESTRYMEN OF TRINITY CHURCH IN THE CITY OF NEW YORK, a religious corporation, having an address at 75 Varick Street, 2nd Floor, New York, New York 10013 (“Landlord”), and EVERYDAY HEALTH, INC. (formerly known as Waterfront Media, Inc.), a Delaware corporation, having an address at 345 Hudson Street, New York, NY 10014 (“Tenant”).
Waterfront Media, Inc. 45 Main Street Brooklyn, NY 11201Letter Agreement • April 9th, 2010 • Everyday Health, Inc. • Services-business services, nec • New York
This letter agreement (the “Agreement”) is between Waterfront Media, Inc. (“Waterfront”) and J.M. Athletics, LLC (“Licensor”) and sets forth the terms of Waterfront’s development, marketing and distribution of a free and subscription-based website (the “Site”) and online newsletter(s) (the “Newsletter(s)”) based upon, and using content from, Winning By Losing (the “Book”) by Jillian Michaels (“Michaels”), those materials needed for the launch of the Site and Newsletter(s) listed on Exhibit A attached hereto, and other material (including books, newsletters and other publications and materials created in the future) relating to the Book, and Licensor’s and Michaels’ work (the foregoing is referred to collectively in this Agreement as the “Content”).
THIRD LOAN MODIFICATION AGREEMENTThird Loan Modification Agreement • November 13th, 2013 • Everyday Health, Inc. • Services-business services, nec
This Third Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of August 10, 2012, by and among (a) SILICON VALLEY BANK, a California corporation (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 with a loan production office located at 505 Fifth Avenue, 11th Floor, New York, New York 10017, and (b) EVERYDAY HEALTH, INC., a Delaware corporation (“Everyday Health”), with its principal place of business at 345 Hudson Street, 16th Floor, New York, New York 10014, EVERYDAY HEALTH MEDIA, LLC, a Delaware limited liability company (“Media”), with its principal place of business at 345 Hudson Street, 16th Floor, New York, New York 10014 and MEDPAGE TODAY, L.L.C., a New Jersey limited liability company (“MedPage”), with its principal place of business at Overlook at Great Notch, 150 Clove Road, 10th Floor, Little Falls, New Jersey 07424 (Everyday Health, Media and MedPage are hereinafter jointly and severally, indi
JOINDER AGREEMENTJoinder Agreement • November 13th, 2013 • Everyday Health, Inc. • Services-business services, nec
Reference is hereby made to a certain loan arrangement by and among (a) SILICON VALLEY BANK, a California corporation (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054, and with a loan production office located at 535 Fifth Avenue, 27th Floor, New York, New York 10017, and (b) (i) EVERYDAY HEALTH, INC., a Delaware corporation (“Everyday Health”), with its principal place of business at 345 Hudson Street, 16th Floor, New York, New York 10014, (ii) CAREPAGES, INC., a Delaware corporation (“Carepages”), with its principal place of business at 345 Hudson Street, 16th Floor, New York, New York 10014, and (iii) REVOLUTION HEALTH GROUP LLC, a Delaware limited liability company (“Revolution Health”), with its principal place of business at 345 Hudson Street, 16th Floor, New York, New York 10014 (Everyday Health, Carepages and Revolution Health are hereinafter jointly and severally, individually and collectively, referred to as “Existing Borrower
FIRST LOAN MODIFICATION AGREEMENTFirst Loan Modification Agreement • November 13th, 2013 • Everyday Health, Inc. • Services-business services, nec
This First Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of April 27, 2011, and is effective as of March 31, 2011, by and among (a) SILICON VALLEY BANK, a California corporation (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 with a loan production office located at 535 Fifth Avenue, 27th Floor, New York, New York 10017, and (b) EVERYDAY HEALTH, INC., a Delaware corporation (“Everyday Health”), with its principal place of business at 345 Hudson Street, 16th Floor, New York, New York 10014, CAREPAGES, INC., a Delaware corporation (“Carepages”), with its principal place of business at 345 Hudson Street, 16th Floor, New York, New York 10014, and REVOLUTION HEALTH GROUP LLC, a Delaware limited liability company (“Revolution Health”), with its principal place of business at 345 Hudson Street, 16th Floor, New York, New York 10014 (Everyday Health, Carepages and Revolution Health are hereinafter jointly a
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 6th, 2016 • Everyday Health, Inc. • Services-computer processing & data preparation • New York
This Fourth Amendment to Amended and Restated Credit Agreement (this “Amendment”) dated as of February 26, 2016, is by and among EVERYDAY HEALTH, INC., a Delaware corporation (“EDH”), EVERYDAY HEALTH MEDIA, LLC, a Delaware limited liability company (“EDH Media”), MEDPAGE TODAY, L.L.C., a New Jersey limited liability company (“MedPage” and together with EDH, EDH Media, and MedPage, individually and collectively, jointly and severally, the “Borrower”), DOCTORDIRECTORY.COM, LLC, a Delaware limited liability company (“DoctorDirectory”), CAMBRIDGE BIOMARKETING GROUP, LLC, a Delaware limited liability company (“Cambridge”), TEA LEAVES HEALTH, LLC, a Georgia limited liability company (“Tea Leaves”, and together with DoctorDirectory and Cambridge, individually and collectively, jointly and severally, the “Guarantor”), the several banks and other financial institutions or entities party to this Amendment as a “Lender” hereunder (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 13th, 2013 • Everyday Health, Inc. • Services-business services, nec • Delaware
This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 22, 2010 (the “Effective Date”) is among (a) SILICON VALLEY BANK, a California corporation (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 with a loan production office located at 535 Fifth Avenue, 27th Floor, New York, New York 10017, and (b) EVERYDAY HEALTH, INC., a Delaware corporation (“Everyday Health”), with its principal place of business at 345 Hudson Street, 16th Floor, New York, New York 10014, CAREPAGES, INC., a Delaware corporation (“Carepages”), with its principal place of business at 345 Hudson Street, 16th Floor, New York, New York 10014, and REVOLUTION HEALTH GROUP LLC, a Delaware limited liability company (“Revolution Health”), with its principal place of business at 345 Hudson Street, 16th Floor, New York, New York 10014 (Everyday Health, Carepages and Revolution Health are hereinafter jointly and severally, individually and collectively, referr
ContractWarrant • March 17th, 2014 • Everyday Health, Inc. • Services-business services, nec • New York
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
SECOND AMENDMENT TO THE FIFTH AMENDED AND RESTATED STOCKHOLDER RIGHTS AGREEMENTStockholder Rights Agreement • January 22nd, 2010 • Everyday Health, Inc. • New York
This SECOND AMENDMENT TO THE FIFTH AMENDED AND RESTATED STOCKHOLDER RIGHTS AGREEMENT, dated as of October 8, 2009 (this “Second Amendment”), by and among WATERFRONT MEDIA INC., a Delaware corporation (the “Company”), and the INVESTORS, KEY HOLDERS and OTHER HOLDERS, as defined in the Stockholder Rights Agreement referred to below. Capitalized terms not defined herein shall have the meanings set forth in the Stockholder Rights Agreement.
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 8th, 2016 • Everyday Health, Inc. • Services-computer processing & data preparation • New York
This Fifth Amendment to Amended and Restated Credit Agreement (this “Amendment”) dated as of September 30, 2016, is by and among EVERYDAY HEALTH, INC., a Delaware corporation (“EDH”) EVERYDAY HEALTH MEDIA, LLC, a Delaware limited liability company (“EDH Media”), MEDPAGE TODAY, L.L.C., a New Jersey limited liability company (“MedPage” and together with EDH, EDH Media, and MedPage, individually and collectively, jointly and severally, the “Borrower”), DOCTORDIRECTORY.COM, LLC, a Delaware limited liability company (“DoctorDirectory”), CAMBRIDGE BIOMARKETING GROUP, LLC, a Delaware limited liability company (“Cambridge”), TEA LEAVES HEALTH, LLC, a Georgia limited liability company (“Tea Leaves”, and together with DoctorDirectory and Cambridge, individually and collectively, jointly and severally, the “Guarantor”), the several banks and other financial institutions or entities party to this Amendment as a “Lender” hereunder (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY B
FIFTH LOAN MODIFICATION AGREEMENTFifth Loan Modification Agreement • February 24th, 2014 • Everyday Health, Inc. • Services-business services, nec
This Fifth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of September 23, 2013, by and among (a) SILICON VALLEY BANK, a California corporation (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 with a loan production office located at 505 Fifth Avenue, 11th Floor, New York, New York 10017, and (b) EVERYDAY HEALTH, INC., a Delaware corporation (“Everyday Health”), with its principal place of business at 345 Hudson Street, 16th Floor, New York, New York 10014, EVERYDAY HEALTH MEDIA, LLC, a Delaware limited liability company (“Media”), with its principal place of business at 345 Hudson Street, 16th Floor, New York, New York 10014 and MEDPAGE TODAY, L.L.C., a New Jersey limited liability company (“MedPage”), with its principal place of business at 345 Hudson Street, 16th Floor, New York, New York 10014 (Everyday Health, Media and MedPage are hereinafter jointly and severally, individually and collectively
ContractEveryday Health, Inc. • February 24th, 2014 • Services-business services, nec • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW UNLESS AND UNTIL REGISTERED UNDER SAID SECURITIES ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
