FIRST AMENDMENT TO THE FIFTH AMENDED AND RESTATED STOCKHOLDER RIGHTS AGREEMENT

Exhibit 4.3

FIRST AMENDMENT TO THE FIFTH AMENDED AND RESTATED
STOCKHOLDER RIGHTS AGREEMENT

     This FIRST AMENDMENT TO THE FIFTH AMENDED AND RESTATED STOCKHOLDER RIGHTS AGREEMENT, dated as of September 18, 2009 (this “First Amendment”), 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.

W I T N E S S E T H:

     WHEREAS, the parties have previously entered into that certain Fifth Amended and Restated Stockholder Rights Agreement (the “Stockholder Rights Agreement”) dated October 15, 2008, among WATERFRONT MEDIA INC., a Delaware corporation (the “Company”) and the INVESTORS, KEY HOLDERS and OTHER HOLDERS as defined therein;

     WHEREAS, the Company wishes to obtain secured loans from Square 1 Bank (the “Lender”) pursuant to a Loan and Security Agreement by and between the Company and the Lender dated as of September 18, 2009 (the “Loan Agreement”);

     WHEREAS, in connection with the Loan Agreement, the Company will grant to the Lender a warrant to purchase a certain number of Series F Preferred Stock (the “Warrant”);

     WHEREAS, the Warrant provides for the holder of the Warrant to be granted certain rights to register the shares of the Company’s Common Stock issued upon conversion of the Series F Preferred Stock, issued pursuant to the exercise of the Warrant; and

     WHEREAS, the parties hereto, constituting the holders of that number of shares of Preferred Stock of the Company exceeding the Requisite Threshold (as defined in the Stockholder Rights Agreement), desire to amend the Stockholder Rights Agreement as provided in this First Amendment.

     NOW THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agreements herein contained, the parties hereto, intending to be legally bound, agree as follows:

     1. Section 1.20 of the Stockholder Rights Agreement is hereby deleted in its entirety and is hereby replaced with the following:

The term “Registrable Securities” means (i) any Common Stock issued upon conversion of any Preferred Stock of the Company or issuable upon conversion of any Preferred Stock of the Company that is currently held or acquired after the date hereof, by the Investors or Other Holders (excluding the Warrant); (ii) any shares of Common Stock held by the Key Holders or XXX, provided, however, that such shares of Common Stock shall not be deemed Registrable Securities and the Key Holders or XXX shall not be deemed Holders for the purposes of Sections 2.1, 2.3, 2.4(a), 2.7, 2.11 and Section 6.6; (iii) any shares of Common Stock held by the Other Holders, provided, however, that such shares of Common Stock shall not be deemed Registrable Securities for the purposes of Sections 2.1, 2.3, 2.4(a), 2.7, 2.11 and Section 6.6; (iv) any shares of Common Stock held by Square 1 Bank issued or issuable upon conversion of the Series F Preferred Stock issued pursuant to the exercise of the Warrant (as defined herein), provided, however, that such shares of Common Stock shall not be deemed Registrable Securities and Square 1 Bank shall not be deemed a Holder for purposes of Sections 2.1, 2.4(a), 2.7, 2.11 and Section 6.6; and (v) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares referenced in clauses (i), (ii) and (iii) above; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the rights under Section 2 hereof are not assigned or any shares for which registration rights have terminated pursuant to Section 2.15 of this Agreement.

     2. Section 1.40 is hereby added to the Stockholder Rights Agreement and shall be as follows:

The term “Warrant” means the warrant to purchase a certain number of Series F Preferred Stock issued to Square 1 Bank pursuant to the Loan and Security Agreement, by and between the Company, Square 1 Bank, Revolution Health Group LLC and CarePages, Inc., dated as of September 18, 2009.

     3. Upon its execution of a counterpart signature page to the Stockholder Rights Agreement, Square 1 Bank shall become a party to the Stockholder Rights Agreement.

     4. This First Amendment shall be governed by, and construed in accordance with, the law of the State of New York without reference to choice of law principles, including all matters of construction, validity and performance.

     5. This First Amendment constitutes an amendment to the Stockholder Rights Agreement pursuant to Section 6.6 of the Stockholder Rights Agreement. Except as expressly amended by this First Amendment, each and every provision of the Stockholder Rights Agreement remains in full force and effect in accordance with the

terms and provisions thereof and, by reference, the terms and provisions of the Stockholder Rights Agreement are incorporated herein and made hereof.

[Remainder of Page Intentionally Left Blank]

     IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Fifth Amended and Restated Stockholder Rights Agreement as of the date first above written.

	COMPANY: WATERFRONT MEDIA INC.
	By:	/s/ Xxxx Xxxxxxx
		Name:	Xxxx Xxxxxxx
		Title:	Senior Vice President and General Counsel
	INVESTORS: WF HOLDING COMPANY, LLC
	By:	/s/ Xxxx Xxxxxxxxxx
		Name:	Xxxx Xxxxxxxxxx
		Title:	Vice President and Secretary

SCALE VENTURE PARTNERS II, LP

By: Scale Venture Management II, LLC,
its General Partner

By:

Name:

Title:

		INVESTORS:
		NEOCARTA VENTURES, L.P.
		By:		NeoCarta Associates, LLC,
				its General Partner
		By:		/s/ D. Xxxxxxx Xxxxxxx Name: D. Xxxxxxx Xxxxxxx
				Title:   Managing Director
		NEOCARTA SCOUT FUND, L.L.C.
		By:		NeoCarta Associates, LLC,
				its Manager
		By:		/s/ D. Xxxxxxx Xxxxxxx
				Name: D. Xxxxxxx Xxxxxxx
				Title:   Managing Director

		INVESTORS:
		RHO MANAGEMENT TRUST I
		By:		RHO CAPITAL PARTNERS, INC.
				INVESTMENT ADVISOR
		By:		/s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx
				Title:   Attorney-In-Fact
		RHO VENTURES VI, L.P.
		By:		RMV VI, L.L.C., its General Partner
		By:		Rho Capital Partners LLC, its Managing Member
		By:		/s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx
				Title:   Attorney-In-Fact

		INVESTORS:
		SVM STAR VENTURES MANAGEMENTGESELLSCHAFT mbH NR.3
		By:		/s/ Xxxx Xxxxx Name: Xx. Xxxx Xxxxx
				Title:   Managing Director
		SVM STAR VENTURES   MANAGEMENTGESELLSCHAFT mbH NR.3   & CO. BETEILIGUNGS KG NR.2
		By:		SVM STAR VENTURES
				MANAGEMENTGESELLSCHAFT mbH NR.3 – MANAGING PARTNER
		By:		/s/ Xxxx Xxxxx Name: Xx. Xxxx Xxxxx
				Title:   Managing Director
		SVE STAR VENTURES ENTERPRISES NO. VII, A   GERMAN CIVIL LAW PARTNERSHIP (WITH   LIMITATION OF LIABILITY)
		By:		SVM STAR VENTURES
				MANAGEMENTGESELLSCHAFT mbH NR.3 – MANAGING PARTNER
		By:		/s/ Xxxx Xxxxx Name: Xx. Xxxx Xxxxx
				Title:   Managing Director
		SVE STAR VENTURES ENTERPRISES GMBH & CO. NO. VIIa, KG
		By:		SVM STAR VENTURES
				MANAGEMENTGESELLSCHAFT mbH NR.3 – MANAGING LIMITED PARTNER
		By:		/s/ Xxxx Xxxxx Name: Xx. Xxxx Xxxxx
				Title:   Managing Director

INVESTORS:

TIME WARNER INC.
 

By:  

Name:  

Title:  

		INVESTORS:
		THE BERKSHIRES CAPITAL INVESTORS L.P.
		By:		The Berkshires Management Company, LLC its General Partner
		By:
				Name:
				Title:
		THE BERKSHIRES CAPITAL INVESTORS     FUND II L.P.
		By:		The Berkshires Management Company, LLC its General Partner
		By:
				Name:
				Title:

INVESTORS:

PEABODY FAMILY VENTURES
By: Xxxxxxx Xx X. Xxxxxxx, as General Partner

By:

Name:

Title:

		INVESTORS:
		VILLAGE VENTURES PARTNERS FUND, L.P.
		By:		VILLAGE VENTURES CAPITAL
				PARTNERS I, LLC, its General Partner
		By.		VILLAGE VENTURES, INC., its manager
		By:		/s/ Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx
				Title:   Chief Operating Officer
		VILLAGE VENTURES PARTNERS FUND A, L.P.
		By:		VILLAGE VENTURES CAPITAL PARTNERS, I, LLC, its General Partner
		By:		VILLAGE VENTURES, INC., its manager
		By:		/s/ Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx
				Title:   Chief Operating Officer

INVESTORS:

BRAND EQUITY VENTURES II, L.P.

By: Brand Equity Partners II, L.L.C.
Its General Partner

By:

Name: Xxxx Xxxxxx

Title:   Member

		INVESTORS:
		HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
		By:
		Name:		X. Xxxxxxxx Martitsch
		Title:		Associate General Counsel

INVESTORS & KEY HOLDERS:

DRUGSITE TRUST

By:

Name:

Title:

		INVESTORS & KEY HOLDERS:
		FOUNDATION CAPITAL V, L.P.
		By:		Foundation Capital Management Co. V, LLC
		By:		/s/ Xxxxxxx Xxxxxx
		Name:		Xxxxxxx Xxxxxx
		Title:		General Partner
		FOUNDATION CAPITAL V PRINCIPALS FUND, LLC
		By:		Foundation Capital Management Co. V, LLC
		By:		/s/ Xxxxxxx Xxxxxx
		Name:		Xxxxxxx Xxxxxx
		Title:		General Partner

INVESTORS:

Xxxxxx Xxxxxxxx

KEY HOLDERS:

Xxxxxxx Xxxxxxxx

Xxxxxxxx Xxxxx

		OTHER HOLDERS:
		BRAND EQUITY VENTURES II, L.P.
		By: Brand Equity Partners II, L.L.C.
		Its General Partner
		By:
		Name:		Xxxx Xxxxxx
		Title:		Member
		Xxxxxxx X. XxXxxxxxx
		Xxxxx X. Xxxxxx, Xx.
		Xxxxx X. Xxxxxxxx
		Xxxxxx X. Xxxx
		Xxxxx X. Xxxxxxxxx
		Xxxxxxx X. Xxxxxx

Xxxxxxx X. Xxxxxxx

Xxxxxx X. Xxxxxx

Xxxx X. Xxxxxxxx

Xxxx Xxxxxxx

Xxxxx and Xxxxxxxx Xxxxx Xxxxxxx

Xxxxx and Xxxxxx Xxxxxxx

Xxxxxxx Xxxxxx

Xxxxxx X. Xxxxxx

Xxxxxxxx Xxxxxxxx

Xxxxxxx X. Xxxxxxx

Xxxx Xxxxxxx

Xxxxx X. Xxx

Xxx Xxxxxx

Xxxx Xxxxxx

Xxxxxx Xxxxxxx

Xxxxxx Xxxxxxx

SOFTWARE VENTURE PARTNERS

By:

Name:

Title:

Xxxxxxx X. Xxxxx

Xxxxxxx Xxxxxxxxxx

XXXXX & COMPANY INCORPORATED

By:

Name:

Title:

Xxxxxxx X. Birmingham

Xxxxxx Xxxxx

Xxx Xxxxxxx

Xxxxx Xxxxx

Xxxxxx Xxxxx

Xxx Xxxxx

Xxxxx X’Xxxxx

Xxxxxxx Xxxxx