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...Lease Agreement • January 22nd, 2010 • Everyday Health, Inc. • 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”).
ContractWarrant Agreement • January 22nd, 2010 • Everyday Health, Inc. • 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.
ContractWarrant Agreement • January 22nd, 2010 • Everyday Health, Inc. • 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 • January 22nd, 2010 • Everyday Health, Inc. • 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.
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”).
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”).
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”).
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.
FIRST AMENDMENT TO THE FIFTH AMENDED AND RESTATED STOCKHOLDER RIGHTS AGREEMENTStockholder Rights Agreement • January 22nd, 2010 • Everyday Health, Inc. • New York
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.
