0000930413-13-005361 Sample Contracts

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”).

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FIRST AMENDMENT OF LEASE
Lease • 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”).

SUBORDINATED LOAN AND SECURITY AGREEMENT
Subordinated 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:

SECOND AMENDMENT OF LEASE
Everyday 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”).

THIRD LOAN MODIFICATION AGREEMENT
Third 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 AGREEMENT
Joinder 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 AGREEMENT
First 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

LOAN AND SECURITY AGREEMENT
Loan 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

Myrtle Potter and Company, LLC 1275 Lincoln Ave, Suite 7 San Jose Ca. 95125 Phone 408-993-1614 Fax 408-993-1602 AGREEMENT FOR MEDPAGE TODAY INTERNATIONAL WEBSITE SPONSORSHIPS
Everyday Health, Inc. • November 13th, 2013 • Services-business services, nec

This Agreement (“Agreement”), dated and effective September 10, 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.

Myrtle Potter and Company, LLC 1275 Lincoln Ave, Suite 7 San Jose Ca. 95125 Phone 408-993-1614 Fax 408-993-1602 AGREEMENT FOR SALES TRAINING CURRICULUM FOR EVERYDAY HEALTH AND COACHING OF SELECT KEY EXECUTIVES/MANAGERS
Agreement • November 13th, 2013 • Everyday Health, Inc. • Services-business services, nec

This Agreement (“Agreement”), dated and effective May 1, 2011 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 LOAN MODIFICATION AGREEMENT
Second Loan Modification Agreement • November 13th, 2013 • Everyday Health, Inc. • Services-business services, nec

This Second Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of December 21, 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 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, i

FOURTH AMENDMENT OF LEASE
Of Lease • November 13th, 2013 • Everyday Health, Inc. • Services-business services, nec

THIS FOURTH AMENDMENT OF LEASE, dated as of the 1st day of April 2012 (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 EVERYDAY HEALTH, INC. (formerly known as Waterfront Media, Inc.), a Delaware corporation, having an address at 345 Hudson Street, New York, New York 10014 (“Tenant”).

THIRD AMENDMENT OF LEASE
Of Lease • November 13th, 2013 • Everyday Health, Inc. • Services-business services, nec

THIS THIRD AMENDMENT OF LEASE, dated as of the 31 day of May 2011 (this “Agreement”), 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, New York 10014 (“Tenant”).

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