SECOND AMENDMENT OF LEASE

Exhibit 10.3.2

SECOND AMENDMENT OF LEASE

THIS SECOND AMENDMENT OF LEASE, dated as of the 1st day of May 2010 (this “Agreement”), made by and between THE XXXXXX, CHURCH-WARDENS AND VESTRYMEN OF TRINITY CHURCH IN THE CITY OF NEW YORK, a religious corporation, having an address at 00 Xxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“Landlord”), and EVERYDAY HEALTH, INC. (formerly known as Waterfront Media, Inc.), a Delaware corporation, having an address at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (“Tenant”).

W I T N E S S E T H:

WHEREAS, Landlord and Tenant (formerly known as Waterfront Media, Inc.) entered into a lease dated as of August 26, 2009, as amended by First Amendment of Lease dated as of February 22, 2010 (as so amended, the “Lease”), whereby Tenant leases from Landlord certain premises on the 16^th floor of the building commonly known as 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx (the “Building”); and

WHEREAS, Landlord and Tenant desire to amend the Lease to: (i) add certain additional premises to the “Premises” (as such term is defined in the Lease); and (ii) otherwise amend the provisions of the Lease, all on the terms and conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and conditions hereinafter set forth, the parties agree as follows:

1. Defined Terms. All capitalized terms used in this Agreement which are not otherwise defined herein shall have the meanings ascribed to them in the Lease.

2. Basement Space.

(a) A portion of the basement level of the Building substantially as shown darkened on the plan annexed hereto as Schedule A (the “Basement Space”), is hereby added to and shall be considered a part of the “Premises” demised under the Lease, commencing on May 1, 2010 (the “Basement Space Commencement Date”), and ending on the Expiration Date (as the same may be extended pursuant to the terms of the Lease), such that the lease of the Basement Space shall be coterminous with the lease of the balance of the Premises.

(b) Tenant shall lease the Basement Space in its “as is” condition as of the Basement Space Commencement Date, it being understood that Landlord shall not be obligated to perform any work to prepare the Basement Space for Tenant’s occupancy, nor to contribute to the cost thereof. Landlord makes no representations or warranties with respect to the Basement Space.

(c) Tenant’s use and occupancy of the Basement Space shall be for storage purposes only, and shall be subject to all of the terms and conditions set forth in the Lease, except as otherwise provided in this Agreement.

3. Fixed Rent. From the Basement Space Commencement Date through and including the Expiration Date, Tenant shall pay Fixed Rent for the Basement Space of $6,800 per annum ($566.67 per month), inclusive of charges for electricity.

4. Services Provided to the Basement Space. Effective as of the Basement Space Commencement Date, and for the remainder of the Term of the Lease, Landlord shall provide: (a) electric service and capacity to the Basement Space solely for the purpose of lighting the same; and (b) passenger and freight elevator service to the basement level of the Building for use in connection with the Basement Space, in accordance with the provisions of the Lease. Except as provided in this Section 4, Landlord shall not be responsible for the rendition or delivery of any services or utilities to the Basement Space whatsoever, including, without limitation, water, heat, ventilation, air-conditioning, or cleaning.

5. Broker. Tenant covenants, represents and warrants to Landlord that Tenant has had no dealings or communications with any broker or agent in connection with the consummation of this Agreement, and Tenant covenants and agrees to pay, hold harmless and indemnify Landlord from and against any and all claims or other liability for any compensation, commissions or charges claimed by any broker or agent with respect to this Agreement or the negotiation thereof. The provisions of this Section 5 shall survive the expiration or sooner termination of this Agreement.

6. Limitation on Liability. Tenant hereby acknowledges that there are risks inherent to below grade storage of personal property, including, without limitation, water damage due to seepage and/or leakage, mold, mildew, and theft. Tenant hereby acknowledges and agrees that in no event shall Landlord or its agents, managers, members, contractors or employees be liable for any loss or damage to Tenant or Tenant’s property and Tenant hereby waives all claims it may now or hereafter have against Landlord or its agents, managers, members, contractors or employees with respect to any loss or damage it may suffer in connection with Tenant’s use of the Basement Space; provided however that such waiver shall not apply in the case of the gross negligence or willful misconduct on the part of Landlord or its agents, managers, members, contractors or employees.

7. Ratification. Except as modified by this Agreement, all of the terms, covenants and conditions of the Lease shall remain in full force and effect. For the avoidance of doubt, the following provisions of the Lease shall be inapplicable to the Basement Space: Article 3 and Schedule C, the Tenant Improvement Allowance and Section 6.5, Landlord’s Work and Article 38, the last sentence of Section 28.1 and Article 32 of the original lease, and all of the First Amendment of Lease.

8. Signatures. This Agreement is offered for signature by Tenant and it is understood that this Agreement shall not be binding upon Landlord or Tenant unless and

until Landlord shall have executed and delivered a fully-executed copy of this Agreement to Tenant.

9. No Oral Modification. This Agreement may not be changed or terminated orally, but only by an agreement in writing signed by Landlord and Tenant.

10. Counterparts. This Agreement may be executed in multiple counterparts, and all of which, taken together, shall constitute one instrument.

IN WITNESS WHEREOF, this Agreement has been executed as of the day and year first above written.

	LANDLORD:
	THE XXXXXX, CHURCH-WARDENS
	AND VESTRYMEN OF TRINITY
	CHURCH IN THE CITY OF NEW YORK
	By:	/s/ Xxxxx Xxxxx
		Xxxxx Xxxxx
		Senior Vice President of Leasing
	By:	/s/ Xxxx Xxxxxxxx
		Xxxx Xxxxxxxx
		Executive Vice President
	By:	/s/ Xxxxx Xxxxxxx
		Xxxxx Xxxxxxx
		Chief Financial Officer
	TENANT:
	EVERYDAY HEALTH, INC.
	By:	/s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: EVP & General Counsel

SCHEDULE A

BASEMENT SPACE

 

ALL AREAS, DIMENSIONS AND CONDITIONS ARE APPROXIMATE