Exhibit
    10.5.4


 


THIRD LOAN MODIFICATION AGREEMENT


 


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, individually and collectively,
referred to as “Borrower”).


 


1. DESCRIPTION OF EXISTING
INDEBTEDNESS AND OBLIGATIONS. Among other indebtedness and obligations which may be owing by Borrower to Bank, Borrower is
indebted to Bank pursuant to a loan arrangement dated as of September 22, 2010, evidenced by, among other documents, a certain
Loan and Security Agreement dated as of September 22, 2010, as amended by a certain First Loan Modification Agreement dated as
of April 27, 2011, as affected by a certain Joinder Agreement dated as of July 8, 2011, and as further amended by a certain Second
Loan Modification Agreement dated as of December 21, 2011 (as amended, the “Loan Agreement”). Borrower hereby represents
that, pursuant to an internal corporate restructuring, Carepages, Revolution Health and DDC have been merged out of existence and,
accordingly, Borrower and Bank acknowledge and agree that such entities shall no longer be Borrowers under the Loan Agreement.
Capitalized terms used but not otherwise defined herein shall have the same meaning as in the Loan Agreement.


 


2. DESCRIPTION OF COLLATERAL.
Repayment of the Obligations is secured by the Collateral as described in the Loan Agreement (together with any other collateral
security granted to Bank, the “Security Documents”). Hereinafter, the Security Documents, together with all other documents
evidencing or securing the Obligations shall be referred to as the “Existing Loan Documents”.


 


3. DESCRIPTION OF CHANGE IN TERMS.


 


	 	A.	Modifications to Loan Agreement.



 


		1	The Loan Agreement shall be amended by deleting the following text, appearing in Section 2.1.1(b)
thereof:



 


“In addition and
notwithstanding any terms in this Agreement to the contrary, at no point shall the aggregate principal amount of Obligations outstanding
with respect to Advances, the Term Advance, and the Term Advance #2 exceed Twenty Seven Million Dollars ($27,000,000.00).”


 


and inserting in lieu thereof
the following:


 


“In addition and
notwithstanding any terms in this Agreement to the contrary, at no point shall the aggregate principal amount of Obligations outstanding
with respect to Advances, the Term Advance, and the Term Advance #2 exceed Thirty-Two Million Dollars ($32,000,000.00).”


 


		2	The Loan Agreement shall be amended by deleting the following text appearing in Section 2.1.1(f)
thereof:




    	 



    	



    

“If (A) the line of credit
provided pursuant to Section 2.1.1 is terminated by Bank in accordance with clause (ii) in the foregoing sentence, or (B) this
Agreement or the line of credit provided pursuant to Section 2.1.1 is terminated by Borrower for any reason, Borrower shall pay
to Bank a termination fee in an amount equal to Two Hundred Thousand Dollars ($200,000.00) (the “Early Termination Fee”).”


 


and inserting in lieu thereof
the following:


 


“If
(A) the line of credit provided pursuant to Section 2.1.1 is terminated by Bank in accordance with clause (ii) in the foregoing
sentence, or (B) this Agreement or the line of credit provided pursuant to Section 2.1.1 is terminated by Borrower for any reason,
Borrower shall pay to Bank a termination fee in an amount equal to Two Hundred Fifty Thousand Dollars ($250,000.00) (the “Early
Termination Fee”).”


 


	 	3	The Loan Agreement shall be amended by deleting the following, appearing as Section
6.7(a) thereof:



 


“(a) Adjusted
EBITDA. Subject to subsection (c) below, maintain, to be tested as of the last day of each quarter, Adjusted EBITDA of at
least (i) ($1,300,000) for the quarter ending September 30, 2010, (ii) $1,700,000 for the quarter ending December 31, 2010,
(iii) ($4,800,000) for the quarter ending March 31, 2011, (iv) ($1,000,000) for the quarter ending June 30, 2011, (v)
$750,000 for the quarter ending September 30, 2011, (vi) ($2,000,000) for the quarter ending September 30, 2012 and (vii)
$6,000,000 for the quarter ending December 31, 2012.”


 


and inserting in lieu thereof
the following:


 


“(a) Adjusted
EBITDA. Subject to subsection (c) below, maintain, to be tested as of the last day of each quarter, Adjusted EBITDA of at
least (i) ($1,300,000) for the quarter ending September 30, 2010, (ii) $1,700,000 for the quarter ending December 31, 2010,
(iii) ($4,800,000) for the quarter ending March 31, 2011, (iv) ($1,000,000) for the quarter ending June 30, 2011, (v)
$750,000 for the quarter ending September 30, 2011, (vi) ($2,000,000) for the quarter ending September 30, 2012 and (vii)
$6,000,000 for the quarter ending December 31, 2012.


 


With
respect to the quarter ending on March 31, 2013 and each quarter thereafter, the Adjusted EBITDA covenant levels will be established
by mutual agreement of Borrower and Bank based upon the Borrower’s board-approved projections and budget. With respect thereto:


 


(i) the
failure of Bank and Borrower to mutually agree in writing (which agreement shall be set forth in a written amendment to this Agreement),
no later than January 31, 2013, to any such covenant levels proposed by Bank in good faith and in accordance with Borrower’s board-approved
projections and budget with respect to calendar year 2013 shall result in an immediate Event of Default for which there shall be
no grace or cure period;


 


(ii) the
failure of Bank and Borrower to mutually agree in writing (which agreement shall be set forth in a written amendment to this Agreement),
no later than January 31, 2014, to any such covenant



    	 



    	



    

levels proposed by Bank
in good faith and in accordance with Borrower’s board-approved projections and budget with respect to calendar year 2014 shall
result in an immediate Event of Default for which there shall be no grace or cure period; and


 


(ii) the
failure of Bank and Borrower to mutually agree in writing (which agreement shall be set forth in a written amendment to this Agreement),
no later than January 31, 2015, to any such covenant levels proposed by Bank in good faith and in accordance with Borrower’s board-approved
projections and budget with respect to calendar year 2015 shall result in an immediate Event of Default for which there shall be
no grace or cure period.”


 


		4	The Loan Agreement shall be amended by deleting the following text appearing in Section 6.7
                                                           thereof:



 


“(c) Adjusted
Quick Ratio. Upon Bank’s receipt of written notice from Borrower, within thirty (30) days of the occurrence of the Equity
Event, of Borrower’s election to, in lieu of the Adjusted EBITDA covenant set forth in subsection (a) above, maintain, to
be tested as of the last day of each month, an Adjusted Quick Ratio of at least 1.50 to 1.0.


 


(d) Post-Term
Advance Minimum Cash. Maintain at all times unrestricted and unencumbered cash with Bank of at least (i) prior to the occurrence
of the Financing Event, Eight Million Dollars ($8,000,000.00) and (ii) upon and after the occurrence of the Financing Event, Twelve
Million Five Hundred Thousand Dollars ($12,500,000.00).”


 


and inserting in lieu thereof
the following:


 


“(c) Adjusted
Quick Ratio. Upon Bank’s receipt of written notice from Borrower, within thirty (30) days of the occurrence of the
Equity Event, of Borrower’s election to, in lieu of the Adjusted EBITDA covenant set forth in subsection (a) above,
maintain, to be tested as of the last day of each month, an Adjusted Quick Ratio of at least 1.25 to 1.0.


 


(d) Minimum Cash. Maintain at all times unrestricted and unencumbered cash with Bank of at least (i) prior to the occurrence
of the Financing Event, Eight Million Dollars ($8,000,000.00) and (ii) upon and after the occurrence of the Financing Event, Twelve
Million Five Hundred Thousand Dollars ($12,500,000.00). Notwithstanding the foregoing, on and after the Third LMA Effective Date,
Borrower must maintain at all times unrestricted and unencumbered cash with Bank of at least Ten Million Dollars ($10,000,000.00).


 


		5	The Loan Agreement shall be amended by inserting the following new definition, to appear alphabetically
in Section 13.1 thereof:



 


““Third
LMA Effective Date” is August 10, 2012.”


 


		6	The Loan Agreement shall be amended by deleting the following definitions appearing in Section 13.1 thereof:



 


““Applicable
Rate” is (a) with respect to Financed Receivables based upon individual Eligible Accounts, a per annum rate equal
to the Prime Rate plus two percent (2.0%), (b) with respect to Advances based upon Aggregate



    	 



    	



    

Eligible Accounts, a per
annum rate equal to the Prime Rate plus one and one-half of one percent (1.50%), (c) with respect to Advances based upon Non-Formula
Placeholder Invoices, a per annum rate equal to the Prime Rate, (d) with respect to the Term Advance, a per annum rate equal to
the Prime Rate plus two and one-half of one percent (2.50%) and (e) with respect to the Term Advance #2, a per annum rate equal
to the Prime Rate plus two and one-half of one percent (2.50%).”


 


““Availability
Amount” is Twenty Million Dollars ($20,000,000.00).”


 


““Maturity
Date” is 728 days from the Effective Date.”


 


““Prime
Rate” is Bank’s most recently announced “prime rate,” even if it is not Bank’s lowest
rate, which is four percent (4.0%) as of the Effective Date.”


 


and inserting in lieu
thereof the following:


 


““Applicable
Rate” is (a) with respect to Financed Receivables based upon individual Eligible Accounts, a per annum rate equal
to the Prime Rate plus two percent (2.0%), (b) with respect to Advances based upon Aggregate Eligible Accounts, a per annum rate
equal to the Prime Rate plus two percent (2.0%), (c) with respect to Advances based upon Non-Formula Placeholder Invoices, a per
annum rate equal to the Prime Rate plus three-quarters of one percent (0.75%), (d) with respect to the Term Advance, a per annum
rate equal to the Prime Rate plus three and one-quarter of one percent (3.25%) and (e) with respect to the Term Advance #2, a
per annum rate equal to the Prime Rate plus three and one-quarter of one percent (3.25%).”


 


““Availability
Amount” is Twenty-Five Million Dollars ($25,000,000.00).”


 


““Maturity
Date” is September 17, 2015.”


 


““Prime
Rate” is, with respect to any day, the “Prime Rate” as quoted in the Wall Street Journal print
edition on such day (or, if such day is not a day on which the Wall Street Journal is published, the immediately preceding
day on which the Wall Street Journal was published).”


 


		7	The Loan Agreement shall be amended
                                                           by deleting the Compliance Certificate that is attached to the Loan
                                                           Agreement as Exhibit B and inserting in lieu thereof
                                                           the Compliance Certificate attached hereto as Schedule 1.



 


		8	The Loan Agreement shall be amended
                                                           by deleting the Compliance Certificate that is attached to the Loan
                                                           Agreement as Exhibit C and inserting in lieu thereof
                                                           the Compliance Certificate attached hereto as Schedule 2.



 


		9	The Loan Agreement
                                                           shall be amended by deleting the Borrowing Base Certificate that is
                                                           attached to the Loan Agreement as Exhibit F and inserting
                                                           in lieu thereof the Borrowing Base Certificate attached hereto as Schedule
                                                           3.



 


4. FEES. Borrower shall pay
to Bank a modification fee equal to Thirty-One Thousand Two Hundred Fifty Dollars ($31,250.00), which fee shall be due on the date
hereof and shall be deemed fully earned as of the date hereof. In addition, (a) a fully earned, non-refundable anniversary fee
of Sixty-Two Thousand Five Hundred Dollars ($62,500.00) shall be earned as of the date hereof, and shall be due and payable by
Borrower to Bank on the earliest



    	 



    	



    

to occur of (i) one year
from the date hereof, (ii) the occurrence of an Event of Default, or (iii) the early termination of the Loan Agreement and (b)
an additional fully earned, non-refundable anniversary fee of Sixty-Two Thousand Five Hundred Dollars ($62,500.00) shall be earned
as of the date hereof, and shall be due and payable by Borrower to Bank on the earliest to occur of (i) two years from the date
hereof, (ii) the occurrence of an Event of Default, or (iii) the early termination of the Loan Agreement. Borrower shall also reimburse
Bank for all legal fees and expenses incurred in connection with this amendment to the Existing Loan Documents.


 


5. RATIFICATION OF PERFECTION
CERTIFICATES.


 


(a) Everyday Health hereby
ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated
as of September 22, 2010 executed and delivered by Everyday Health, as amended by a certain Update to Perfection Certificate dated
as of December 21, 2011, and as further amended by a certain update to Perfection Certificate dated as of August 10, 2012, and
acknowledges, confirms and agrees the disclosures and information Everyday Health provided to Bank in the Perfection Certificate
have not changed, as of the date hereof.


 


(b) Media hereby ratifies,
confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of July
8, 2011 executed and delivered by Media, as amended by a certain Update to Perfection Certificate dated as of December 21, 2011,
and as further amended by a certain update to Perfection Certificate dated as of August 10, 2012, and acknowledges, confirms and
agrees the disclosures and information Media provided to Bank in the Perfection Certificate have not changed, as of the date hereof.


 


(c) MedPage hereby ratifies,
confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of July
8, 2011 executed and delivered by MedPage, as amended by a certain update to Perfection Certificate dated as of August 10, 2012,
and acknowledges, confirms and agrees the disclosures and information MedPage provided to Bank in the Perfection Certificate have
not changed, as of the date hereof.


 


6. CONSISTENT CHANGES.
The Existing Loan Documents are hereby amended wherever necessary to reflect the changes described above.


 


7. RATIFICATION OF LOAN
DOCUMENTS. Borrower hereby ratifies, confirms, and reaffirms all terms and conditions of all security or other collateral granted
to the Bank, and confirms that the indebtedness secured thereby includes, without limitation, the Obligations.


 


8. NO DEFENSES OF BORROWER.
Borrower hereby acknowledges and agrees that Borrower has no offsets, defenses, claims, or counterclaims against Bank with respect
to the Obligations, or otherwise, and that if Borrower now has, or ever did have, any offsets, defenses, claims, or counterclaims
against Bank, whether known or unknown, at law or in equity, all of them are hereby expressly WAIVED and Borrower hereby RELEASES
Bank from any liability thereunder.


 


9. CONTINUING VALIDITY.
Borrower understands and agrees that in modifying the existing Obligations, Bank is relying upon Borrower’s representations, warranties,
and agreements, as set forth in the Existing Loan Documents. Except as expressly modified pursuant to this Loan Modification Agreement,
the terms of the Existing Loan Documents remain unchanged and in full force and effect. Bank’s agreement to modifications to the
existing Obligations pursuant to this Loan Modification Agreement in no way shall obligate Bank to make any future modifications
to the Obligations. Nothing in this Loan Modification Agreement shall constitute a satisfaction of the



    	 



    	



    

Obligations. It is the intention
of Bank and Borrower to retain as liable parties all makers of Existing Loan Documents, unless the party is expressly released
by Bank in writing. No maker will be released by virtue of this Loan Modification Agreement.


 


10. COUNTERSIGNATURE.
This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank.


 


[Signature page follows.]



    	 



    	



    

This
Loan Modification Agreement is executed as of the date first written above.


 


BORROWER:


 


EVERYDAY HEALTH, INC.


 


	By: 	/s/ Alan Shapiro	 
	Name: 	Alan Shapiro	 
	Title:	Executive Vice President & General Counsel	 


 


EVERYDAY HEALTH MEDIA, LLC


 





	By: 	/s/ Alan Shapiro	 
	Name: 	Alan Shapiro	 
	Title:	Executive Vice President & General Counsel	 


 


MEDPAGE TODAY, L.L.C.


 





	By: 	/s/ Alan Shapiro	 
	Name: 	Alan Shapiro	 
	Title:	 President 	 


 


BANK:


 


SILICON VALLEY BANK


 


	By: 	/s/ Michael McMahon	 
	Name: 	Michael McMahon	 
	Title:	Vice President	 





    	 



    	



    
Schedule 1


 


EXHIBIT B


 


	 		 
	 	A Member of SVB Financial
                                         Group	 



 


SPECIALTY FINANCE
DIVISION

Compliance Certificate


 


I, an authorized officer of EVERYDAY HEALTH,
INC., EVERYDAY HEALTH MEDIA, LLC and MEDPAGE TODAY, L.L.C. (jointly and severally, individually and collectively, “Borrower”)
certify under the Loan and Security Agreement (as amended, the “Agreement”) between Borrower and Silicon Valley Bank
(“Bank”) as follows for the period ending ______________________________ (all capitalized terms used herein shall have
the meaning set forth in the Agreement):


 


Borrower represents
and warrants for each Financed Receivable based upon Eligible Accounts and Aggregate Eligible Accounts (except to the extent of
any Adjustments for which the applicable Advance (or portion thereof) has been repaid):


 


Each Financed Receivable is an Eligible
Account;


 


Borrower is the owner with legal right
to sell, transfer, assign and encumber such Financed Receivable;


 


The correct amount is on the Advance Request
and Invoice Transmittal and is not disputed;


 


Payment is not contingent
on any obligation or contract and Borrower has fulfilled all its obligations as of the Advance Request and Invoice Transmittal
date (except with respect to Permitted Deferred Revenue);


 


Each Financed Receivable
is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has
not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other
than Permitted Liens;


 


There are no defenses,
offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount;


 


It reasonably believes no Account Debtor
is insolvent or subject to any Insolvency Proceedings;


 


It has not filed or had filed against it
Insolvency Proceedings and does not anticipate any filing;


 


Bank has the right
to endorse and/or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and


 


No representation,
warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of
a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not
misleading.


 


Additionally, Borrower represents and
warrants as follows:


 


Borrower and each
Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in
good standing in, any state in which the conduct of its business or its ownership of property requires that it be qualified except
where the failure to do so could not reasonably be expected to cause a




    	 



    	



    

Material Adverse Change.
The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower’s
organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower
is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause
a Material Adverse Change.


 


Borrower has good
title to the Collateral, free of Liens except Permitted Liens. All inventory is in all material respects of good and marketable
quality, free from material defects.


 


Borrower is not an
“investment company” or a company “controlled” by an “investment company” under the Investment
Company Act of 1940, as amended. Neither Borrower nor any of its Subsidiaries is a “holding company” or an “affiliate”
of a “holding company” or a “subsidiary company” of a “holding company” as each term is defined
and used in the Public Utility Holding Company Act of 2005. Borrower is not engaged as one of its important activities in extending
credit for margin stock (under Regulations X, T and U of the Federal Reserve Board of Governors). Borrower has complied in all
material respects with the Federal Fair Labor Standards Act. Borrower has not violated any laws, ordinances or rules, the violation
of which could reasonably be expected to cause a Material Adverse Change. None of Borrower’s or any Subsidiary’s properties
or assets have been used by Borrower or any Subsidiary or, to the best of Borrower’s knowledge, by previous Persons, in disposing,
producing, storing, treating, or transporting any hazardous substance other than legally. Borrower and each Subsidiary has timely
filed all required tax returns and paid, or made adequate provision to pay, all material taxes, except those being contested in
good faith with adequate reserves under GAAP. Borrower and each Subsidiary has obtained all consents, approvals and authorizations
of, made all declarations or filings with, and given all notices to, all government authorities that are necessary to continue
its business as currently conducted except where the failure to obtain or make such consents, declarations, notices or filings
would not reasonably be expected to cause a Material Adverse Change.


 


Borrower is in compliance
with the financial covenants set forth in Section 6.7 of the Agreement. Attached are the required documents supporting the certification.
The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except
as explained in an accompanying letter or footnotes.


 


All other representations
and warranties in the Agreement are true and correct in all material respects on this date, and Borrower represents that there
is no existing Event of Default.


 


Financial Covenants


 


	 	 	Required	 	 	Actual	 	 	Compliance
	 	 	 	 	 	 	 	 	 	 	 
	Adjusted EBITDA (quarterly)	 	$	_______	*	 	$	_______	 	 	Yes     No     N/A
	 	 	 	 	 	 	 	 	 	 	 
	Adjusted Quick Ratio (monthly)**	 	 	1.25:1.0	 	 	 	_____:1.0	 	 	Yes     No     N/A
	 	 	 	 	 	 	 	 	 	 	 
	Minimum unrestricted and unencumbered cash at Bank	 	$	10,000,000	 	 	$	_______	 	 	Yes     No



 


*As set forth in Section 6.7(a) of the
Agreement.


 


**Only applicable
upon Bank’s receipt of written notice from Borrower within thirty (30) days of the occurrence of the Equity Event of Borrower’s
election of the Adjusted Quick Ratio covenant in lieu of the Adjusted EBITDA covenant, as set forth in Section 6.7(c) of the Agreement.



    	 



    	



    

Streamline Facility Eligibility


 


	 	 	 	Required	 	 	 	Actual	 	 	Eligible
	 	 	 	 	 	 	 	 	 	 	 
	Modified Liquidity Ratio	 	 	31.0
                                                                                                 : 1.0	 	 	 	____ : 1.0		 	Yes     No     N/A
	(first or second month of each calendar quarter)	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Modified Liquidity Ratio	 	 	31.15
                                                                                      : 1.0	 	 	 	____ : 1.0	 	 	Yes     No     N/A
	(third month of each calendar quarter)	 	 	 	 	 	 	 	 	 	 



 


Non-Formula Line Facility Eligibility


 


	 	 	 	Required	 	 	 	Actual	 	 	Eligible
	 	 	 	 	 	 	 	 	 	 	 
	Adjusted Quick Ratio	 	 	32.0
                                                                                      : 1.0	 	 	 	____ : 1.0	 	 	Yes     No



 


Sincerely,


 


EVERYDAY HEALTH, INC. 

EVERYDAY HEALTH MEDIA,
LLC 

MEDPAGE TODAY, L.L.C.


 


 


	Signature	 
	 	 
	Title	 
	 	 
	Date	 




    	 



    	



    

Schedule
2


 


EXHIBIT
C


 


COMPLIANCE CERTIFICATE


 


	TO:	SILICON VALLEY BANK	Date: _________________
	FROM:	_____________________	 


 


The undersigned authorized
officer of EVERYDAY HEALTH, INC., EVERYDAY HEALTH MEDIA, LLC and MEDPAGE TODAY, L.L.C. (jointly and severally, individually and
collectively, “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement among Borrower
and Bank (as amended, the “Agreement”):


 


(1) Borrower is in complete
compliance for the period ending ___________ with all required covenants except as noted below; (2) there are no Events of Default;
(3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted
below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already
are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly
referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each
of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal,
state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms
of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating
to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank.


 


Attached are the required
documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently
applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that
no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of
the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but
not otherwise defined herein shall have the meanings given them in the Agreement.


 


Please indicate compliance status by
circling Yes/No under “Complies” column.


 


	Reporting Covenant	 	Required	 	Complies
	 	 	 	 	 
	Monthly financial statements with Compliance Certificate	 	Monthly within 30 days	 	Yes     No
	Annual financial statement (CPA Audited)	 	FYE within 180 days	 	Yes     No
	Unbilled Revenue Reports	 	15th and last days of each month	 	Yes     No
	10-Q, 10-K and 8-K	 	Within 5 days after filing with SEC	 	Yes     No     N/A


 


	Financial Covenants	 	Required	 	 	Actual	 	 	Complies
	 	 	 	 	 	 	 	 	 
	Adjusted EBITDA (quarterly)	 	$	_______	*	 	$	_______	 	 	Yes     No     N/A
	Adjusted Quick Ratio** (monthly)	 	 	1.25:1.0	 	 	 	_____:1.0	 	 	Yes     No     N/A
	Minimum Unrestricted and Unencumbered Cash at Bank	 	$	10,000,000	 	 	$	_______	 	 	Yes     No     N/A



 


*As set forth in Section 6.7(a) of the
Agreement.




    	 



    	



    

**Only applicable
upon Bank’s receipt of written notice from Borrower within thirty (30) days of the occurrence of the Equity Event of Borrower’s
election of the Adjusted Quick Ratio covenant in lieu of the Adjusted EBITDA covenant, as set forth in Section 6.7(c) of the Agreement.


 


The following financial
covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.


 


The following are
the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”)


 


 



 


 

	Everyday Health, Inc.	 	BANK USE ONLY
	Everyday Health Media, LLC	 	 
	MedPage Today, L.L.C.	 	Received by: __________________________
	 	 	AUTHORIZED SIGNER
	By: ____________________	 	Date: ________________________________
	Name: __________________	 	 
	Title: ___________________	 	Verified: ______________________________
		 	 	AUTHORIZED SIGNER
	 	 	Date: ________________________________
	 	 	 
	 	 	Compliance Status:     Yes    No




    	 



    	



    

Schedule 1 to
Compliance Certificate


 


Financial Covenants
of Borrower


 


In the event of a conflict
between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern.


 


	Dated:	_______________________
	 	 
	I.	Adjusted EBITDA (Section 6.7(a))


 


Required: See chart below



 


	Period	 	EBITDA
	Quarter ending September 30, 2010	 	($1,300,000)
	Quarter ending December 31, 2010	 	$1,700,000
	Quarter ending March 31, 2011	 	($4,800,000)
	Quarter ending June 30, 2011	 	($1,000,000)
	Quarter ending September 30, 2011	 	$750,000
	Quarter ending December 31, 2011	 	N/A
	Quarter ending March 31, 2012	 	N/A
	Quarter ending June 30, 2012	 	N/A
	Quarter ending September 30, 2012	 	($2,000,000)
	Quarter ending December 31, 2012	 	$6,000,000
	Quarter ending March 31, 2013 and each quarter thereafter	 	$________*



 


*To be set in accordance with Section 6.7(a)


 


Actual:


 


	A.	EBITDA (earnings before interest, taxes, depreciation and amortization in accordance with GAAP)	 	$_____
	B.	Unfinanced capital expenditures of Borrower (including capitalized software and
    development costs)	 	$_____
	C.	Non-cash stock compensation expense	 	$_____
	D.	Reasonable add-backs for non-cash items for which Borrower provided written details to Bank	 	$_____
	E.	Up to Two Million Seven Hundred Thousand Dollars ($2,700,000.00) for fiscal year 2012 and up to One Million Four Hundred Fifty Thousand ($1,450,000.00) for fiscal year 2013 in aggregate earn-out expense made as a result of the 2011 acquisition of DDC Internet, Inc.	 	$_____
	F.	Up to Five Hundred Fifty Thousand Dollars ($550,000.00) in respect of the write-off of deferred financing costs relating to the Horizon and Square 1 Bank credit facilities	 	$_____
	G.	Other one-times charges approved by Bank in writing in its sole discretion	 	$_____
	H.	Adjusted EBITDA (line A minus line B plus line C plus line D plus line E plus line F plus line G)	 	$_____




    	 



    	



    

Is line H equal to or greater than $_____
(see chart above)?


 


	 	_______ No, not in compliance	_______ Yes, in compliance


 


	II.	Adjusted Quick Ratio (Section 6.7(c) – if applicable)



 


	Required:	>1.25:1.0
	 	 
	Actual:	 



 


	A.	Aggregate value of the unrestricted cash and cash equivalents of Borrower maintained with Bank	 	$_____
	B.	Aggregate value of the net billed accounts receivable of Borrower	 	$_____
	C.	Quick Assets (the sum of lines A through B)	 	$_____
	D.	Aggregate value of Obligations to Bank	 	$_____
	E.	Aggregate value of liabilities that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness, and not otherwise reflected in line D above that matures within one (1) year	 	$_____
	F.	Current Liabilities (the sum of lines D and E)	 	$_____
	G.	Current portion of the aggregate value of all amounts received or invoiced by Borrower in advance of performance under contracts and not yet recognized as revenue	 	$_____
	H.	Line F minus line G	 	$_____
	I.	Adjusted Quick Ratio (line C divided by line H)	 	______


 


Is line I equal to or greater than 1.25:1:0?


 


	 	_______ No, not in compliance	_______ Yes, in compliance


 


	III.	Minimum Cash (Section 6.7(d))



 


	Required	$10,000,000


 


Actual


 


	A.	Aggregate value of the unrestricted and unencumbered cash of Borrower maintained with Bank	 	$_____


 


Is line A equal to or greater than the
required amount set forth above?


 


	 	_____ No, not in compliance	_____ Yes, in compliance




    	 



    	



    

Schedule 3


 


EXHIBIT F


 


BORROWING
BASE CERTIFICATE


 


	Borrower:	Everday Health, Inc., Everyday Health Media, LLC and MedPage Today, L.L.C. 
	Lender:	Silicon Valley Bank 


Commitment Amount: $25,000,000.00


 


ACCOUNTS RECEIVABLE


 


	1.	Accounts Receivable Book Value as of ___________________	 	$____________
	2.	Additions (please explain on reverse)	 	$____________
	3.	TOTAL ACCOUNTS RECEIVABLE	 	$____________
	 	 	 	 
	ELIGIBLE ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)	 	 
	4.	Amounts over 120 days due (other than Eligible Extended Term Accounts)	 	$____________
	5.	Accounts owing from an Account Debtor which does not have its principal place of business in the United States or Canada	 	$____________
	6.	Accounts billed and/or payable outside the United States	 	$____________
	7.	U.S. Governmental Accounts w/o assignment of claims	 	$____________
	8.	Contra/Customer Deposit Accounts	 	$____________
	9.	Accounts not yet invoiced	 	$____________
	10.	Accounts subject to contractual arrangements (progress, milestone billings, etc.)	 	$____________
	11.	Accounts subject to withholding	 	$____________
	12.	Accounts subject trust provisions or subrogation rights of a bonding company	 	$____________
	13.	Non-trade receivables or accounts not arising in the ordinary course of business	 	$____________
	14.	Accounts subject to chargebacks or payment deductions	 	$____________
	15.	Promotion or Demo Accounts; Guaranteed Sale or Consignment Sale Accounts	 	$____________
	16.	Bill and Hold Accounts	 	$____________
	17.	Affiliate/Intercompany/Employee Accounts	 	$____________
	18.	Deferred Revenue related to contracts with cancellable terms	 	$____________
	19.	Balance of 50.0% over 120 Day Accounts (cross-age or current affected) (or 150 Day Accounts if Eligible Extended Term Accounts)	 	$____________
	20.	Disputed Accounts	 	$____________
	21.	Other (please explain on reverse)	 	$____________
	22.	TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS	 	$____________
	23.	Eligible Accounts (#3 minus #22)	 	$____________
	24.	ELIGIBLE AMOUNT OF ACCOUNTS (80.0% of 23)	 	$____________
	 	 	 	 
	BALANCES	 	 
	25.	Maximum Loan Amount	 	$25,000,000.00
	26.	Overall Maximum Availability Amount ($32,000,000 minus all outstanding Obligations with respect to the Term Advance and the Term Advance #2)	 	$____________
	27.	Total Funds Available (Lowest of #24, #25 or #26)	 	$____________
	28.	Present balance owing on Line of Credit	 	$____________
	29.	RESERVE POSITION (#27 minus #28)	 	$____________


 


The undersigned
represents and warrants that this is true, complete and correct, and that the information in this Borrowing Base Certificate complies
with the representations and warranties in the Loan and Security Agreement among the undersigned and Silicon Valley Bank.




    	 



    	



    

		 	BANK USE ONLY
	COMMENTS:	 	Received by: ____________________________
	 	 	AUTHORIZED SIGNER
	EVERYDAY HEALTH, INC. 	 	Date: __________________________________
	EVERYDAY HEALTH MEDIA, LLC 	 	Verified: ________________________________
	MEDPAGE TODAY, L.L.C.	 	AUTHORIZED SIGNER
		 	Date: __________________________________
	By: _________________________	 	 	Compliance Status:    Yes     No
	Authorized Signer	 	 	 
		 	 
	Date: _______________________