Exhibit 4.10


 


THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES
LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO
THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.


 


WARRANT TO PURCHASE STOCK


 


Company: Everyday Health, Inc., a Delaware corporation

Number of Shares: As set forth in Paragraph A below

Type/Series of Stock: Common Stock, $0.01 par value per share

Warrant Price: $0.01 per Share, subject to adjustment

Issue Date: November 14, 2013

Expiration Date: November 13, 2023          See also Section 5.1(b).


Credit Facility: This Warrant
to Purchase Stock (“Warrant”) is issued in connection with that certain First Loan Modification Agreement,
of even date herewith, to that certain Subordinated Loan and Security Agreement dated October 22, 2012, among Silicon Valley Bank,
Silver Lake Waterman Fund, L.P., the Company, Everyday Health Media, LLC and MedPage Today, L.L.C. (collectively, and as may be
further amended and/or modified and in effect from time to time, the “Loan Agreement”).


 


THIS WARRANT CERTIFIES
THAT, for good and valuable consideration, SILICON VALLEY BANK (together with any successor or permitted assignee or transferee
of this Warrant or of any shares issued upon exercise hereof, “Holder”) is entitled to purchase the
number of fully paid and non-assessable shares of the above-stated Type/Series of Stock (the “Class”)
of the above-named company (the “Company”) as determined pursuant to Paragraph A below, at the above-stated
Warrant Price, all as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon
the terms and conditions set forth in this Warrant. Reference is made to Section 5.4 of this Warrant whereby Silicon Valley Bank
shall transfer this Warrant to its parent company, SVB Financial Group.


 


A. Number of Shares.
This Warrant shall be exercisable for the Initial Shares, plus the Additional Shares, if any (collectively, and as may be adjusted
from time to time in accordance with the provisions of this Warrant, the “Shares”).


 


(1) Initial Shares. As used herein,
“Initial Shares” means 6,382 shares of the Class, subject to adjustment from time to time in accordance
with the provisions of this Warrant.


 


(2) Additional Shares.


 


(a) First Additional
Shares. If the Conditions shall not have been met on or before June 30, 2014, then this Warrant shall automatically become
exercisable from and after such date for an additional 6,382 shares of the Class, as such number may be adjusted from time to
time in accordance with the provisions of this Warrant (the “First Additional Shares”).



    	 



    	



    

(b) Second Additional
Shares. If the Conditions shall not have been met on or before December 31, 2014, then this Warrant shall automatically become
exercisable from and after such date for an additional 6,381 shares of the Class, as such number may be adjusted from time to
time in accordance with the provisions of this Warrant (the “Second Additional Shares” and, together
with the First Additional Shares, the “Additional Shares”)


 


(3) Conditions.
As used herein, “Conditions” means that, as of any reference date, the Company, on or prior to such
date, (i) shall have repaid in full all outstanding principal, accrued interest (including, without limitation, the Term Loan
PIK Amount and the 2013 Term Loan PIK Amount, as such terms are defined in the Loan Agreement) and other obligations under the
Loan Agreement (other than inchoate indemnification obligations), and (ii) shall have consummated the IPO (as hereinafter defined).


 


SECTION 1. EXERCISE.


 


1.1 Method of Exercise.
Holder may at any time and from time to time exercise this Warrant, in whole or in part, by delivering to the Company the original
of this Warrant together with a duly executed Notice of Exercise in substantially the form attached hereto as Appendix 1 and,
unless Holder is exercising this Warrant pursuant to a cashless exercise set forth in Section 1.2, a check, wire transfer of same-day
funds (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant
Price for the Shares being purchased.


 


1.2 Cashless Exercise.
On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above,
but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this
Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such
number of fully paid and non-assessable Shares as are computed using the following formula:


 


	 	 	X = Y(A-B)/A
	 	 	 	 
	 	where:	 	 
	 	 	 	 
	 	 	X =	the number of Shares to be issued to the Holder;
	 	 	 	 
	 	 	Y =	the number of Shares with respect to which this Warrant is being exercised (inclusive of the
    Shares surrendered to the Company in payment of the aggregate Warrant Price);
	 	 	 	 
	 	 	A =	the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and
	 	 	 	 
	 	 	B =	the Warrant Price.


 


1.3 Fair Market
Value. If shares of the Class are then traded or quoted on a nationally recognized securities exchange, inter-dealer quotation
system or over-the-counter market (a “Trading Market”), the fair market value of a Share shall be the
closing price or last sale price of a share of the Class reported for the Business Day immediately before the date on which Holder
delivers this Warrant together with its Notice of Exercise to the Company. If shares of the Class are not then traded in a



    	2



    	



    

Trading Market, the Board of Directors
of the Company shall determine the fair market value of a Share in its reasonable good faith judgment.


 


1.4 Delivery
of Certificate and New Warrant. Within a reasonable time after Holder exercises this Warrant in the manner set forth in
Section 1.1 or 1.2 above, the Company shall deliver to Holder a certificate representing the Shares issued to Holder upon
such exercise and, if this Warrant has not been fully exercised and has not expired, a new warrant of like tenor representing
the Shares not so acquired.


 


1.5 Replacement
of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in
form, substance and amount to the Company or, in the case of mutilation, on surrender of this Warrant to the Company for cancellation,
the Company shall, within a reasonable time, execute and deliver to Holder, in lieu of this Warrant, a new warrant of like tenor
and amount.


 


1.6 Treatment of
Warrant Upon Acquisition of Company.


 


(a) Acquisition. For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions
involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company
(ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected
exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company
in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s
(or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization
(or, if such Company stockholders beneficially own a majority of the outstanding voting power of the surviving or successor entity
as of immediately after such merger, consolidation or reorganization, such surviving or successor entity is not the Company);
or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s
then-total outstanding combined voting power; provided, that neither of the following shall be considered an Acquisition: (x)
a merger or consolidation effected solely for purposes of changing the Company’s domicile, or (y) any transaction or series
of related transactions the principal purpose of which is a bona fide equity financing of the Company.


 


(b) Treatment of
Warrant at Acquisition. In the event of an Acquisition in which the consideration to be received by the Company’s stockholders
consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public
Acquisition”), either (i) Holder shall exercise this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise
will be deemed effective immediately prior to and contingent upon the consummation of such Acquisition or (ii) if Holder elects
not to exercise the Warrant, this Warrant will expire immediately prior to the consummation of such Acquisition.


 


(c) The Company shall
provide Holder with written notice of its request relating to the Cash/Public Acquisition (together with such reasonable information
as Holder may reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition
giving rise to such notice), which is to be delivered to Holder not less than seven (7) Business Days prior to the closing of
the proposed Cash/Public Acquisition. In the event the Company does not provide such notice, then if, immediately prior to the
Cash/Public Acquisition, the fair market



    	3



    	



    

value of one Share (or other security
issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price
in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section
1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall
promptly notify the Holder of the number of Shares (or such other securities) issued upon such exercise to the Holder and Holder
shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as the date thereof.


 


(d) Upon the closing
of any Acquisition other than a Cash/Public Acquisition, the acquiring, surviving or successor entity shall assume the obligations
of this Warrant, and this Warrant shall thereafter be exercisable for the same securities and/or other property as would have
been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding
on and as of the closing of such Acquisition, subject to further adjustment from time to time in accordance with the provisions
of this Warrant.


 


(e) As used in this
Warrant, “Marketable Securities” means securities meeting all of the following requirements: (i) the
issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and is then current in its filing of all required reports and
other information under the Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer that
would be received by Holder in connection with the Acquisition were Holder to exercise this Warrant on or prior to the closing
thereof is then traded in Trading Market, and (iii) following the closing of such Acquisition, Holder would not be restricted
from publicly re-selling all of the issuer’s shares and/or other securities that would be received by Holder in such Acquisition
were Holder to exercise or convert this Warrant in full on or prior to the closing of such Acquisition, except to the extent that
any such restriction (x) arises solely under federal or state securities laws, rules or regulations, and (y) does not extend beyond
six (6) months from the closing of such Acquisition.


 


1.7 Stockholders’
Agreement. Upon any exercise of this Warrant, Holder agrees that it shall be subject to and bound by (and shall, if the Company
so requests in writing, become a party to, by execution and delivery to the Company of a counterpart signature page, joinder agreement,
instrument of accession or similar instrument), the Company’s Sixth Amended and Restated Stockholder Rights Agreement dated
November 10, 2012, as amended and/or restated and in effect from time to time (the “Stockholders’ Agreement”),
solely with respect to the Shares issued upon such exercise, solely to the extent that all holders of one percent (1%) or more
of the outstanding shares of the Class (determined on an as-converted-to-common-stock basis) are then parties thereto, and solely
to the extent that the Stockholders’ Agreement is then by its terms in force and effect.


 


SECTION 2. ADJUSTMENTS TO THE SHARES
AND WARRANT PRICE.


 


2.1 Stock Dividends,
Splits, Etc. If the Company declares or pays a dividend or distribution on the outstanding shares of the Class payable in
additional shares of the Class or other securities or property (other than cash), then upon exercise of this Warrant, for each
Share acquired, Holder shall receive, without additional cost to Holder, the total number and kind of securities and property
which Holder would have received had Holder owned the Shares of record as of the date the dividend or distribution occurred. If
the Company subdivides the outstanding shares of the Class by reclassification or otherwise into a greater number of shares, the
number of Shares purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased.
If the outstanding shares of the Class are combined or consolidated, by reclassification or otherwise, into



    	4



    	



    

a lesser number of shares, the Warrant
Price shall be proportionately increased and the number of Shares shall be proportionately decreased.


 


2.2 Reclassification,
Exchange, Combinations or Substitution. Upon any event whereby all of the outstanding shares of the Class are reclassified,
exchanged, combined, substituted, or replaced for, into, with or by Company securities of a different class and/or series, then
from and after the consummation of such event, this Warrant will be exercisable for the number, class and series of Company securities
that Holder would have received had the Shares been outstanding on and as of the consummation of such event, and subject to further
adjustment thereafter from time to time in accordance with the provisions of this Warrant. The provisions of this Section 2.2
shall similarly apply to successive reclassifications, exchanges, combinations substitutions, replacements or other similar events.


 


2.3 No Fractional
Share. No fractional Share shall be issuable upon exercise of this Warrant and the number of Shares to be issued shall be
rounded down to the nearest whole Share. If a fractional Share interest arises upon any exercise of the Warrant, the Company shall
eliminate such fractional Share interest by paying Holder in cash the amount computed by multiplying the fractional interest by
(i) the fair market value (as determined in accordance with Section 1.3 above) of a full Share, less (ii) the then-effective Warrant
Price.


 


2.4 Notice/Certificate
as to Adjustments. Upon each adjustment of the Warrant Price, Class and/or number of Shares, the Company, at the Company’s
expense, shall notify Holder in writing within a reasonable time setting forth the adjustments to the Warrant Price, Class and/or
number of Shares and facts upon which such adjustment is based. The Company shall, upon written request from Holder, furnish Holder
with a certificate of its Chief Financial Officer, including computations of such adjustment and the Warrant Price, Class and
number of Shares in effect upon the date of such adjustment.


 


2.5 Pay to Play
Adjustments. Notwithstanding the definition of Class herein, if Pay to Play Provisions are at any time during the term of
this Warrant applied to the outstanding shares of the Class, then from and after such application, “Class” shall mean
that class and series of the Company’s securities that a holder of outstanding shares of the Class as of immediately prior
to such application would have received or retained had such holder participated in the manner necessary to receive or retain
the class and series of the Company’s securities having the relative rights, powers, privileges and preferences more favorable
to the holder. As used herein, “Pay to Play Provisions” means provisions set forth in the Company’s Certificate
of Incorporation or elsewhere that require holders of the outstanding shares of the Class to participate in a subsequent round
of equity financing of the Company or lose all or a portion of the benefit of anti-dilution protection or any other right, power,
privilege or preference applicable to such shares or have such shares automatically convert to another class or series of Company
capital stock.


 


SECTION 3. REPRESENTATIONS AND COVENANTS
OF THE COMPANY.


 


3.1 Representations
and Warranties. The Company represents and warrants to, and agrees with, the Holder as follows:


 


(a) The aggregate of
the Initial Shares for which this Warrant is exercisable on and as of the Issue Date hereof, plus the Additional Shares for which
this Warrant could become exercisable pursuant to Paragraph A above (prior to any adjustments that may occur after the Issue Date



    	5



    	



    

hereof), represents in the aggregate not
less than 0.0428% of the Company’s total issued and outstanding shares of common stock as of the Issue Date hereof, calculated
on a fully-diluted basis assuming the conversion into common stock of all outstanding securities and instruments convertible by
their terms into shares of common stock (regardless of whether such securities or instruments are by their terms now so convertible)
and the exercise in full of all outstanding options, warrants (including, without limitation, this Warrant) and other rights to
purchase or acquire shares of common stock or securities exercisable for or convertible into shares of common stock (regardless
of whether such options, warrants or other rights to purchase or acquire are by their terms now exercisable).


 


(b) All Shares which
may be issued upon the exercise of this Warrant shall, upon issuance, be duly authorized, validly issued, fully paid and non-assessable,
and free of any liens and encumbrances except for restrictions on transfer provided for herein, under the Stockholders’
Agreement (to the extent Holder is then a party thereto or is by the terms of Section 1.7 above subject thereto and bound thereby)
or under applicable federal and state securities laws. The Company covenants that it shall at all times cause to be reserved and
kept available out of its authorized and unissued capital stock such number of shares of the Class and other securities as will
be sufficient to permit the exercise in full of this Warrant.


 


(c) The Company’s
capitalization table attached hereto as Schedule 1 is true and complete, in all material respects, as of the Issue Date.


 


3.2 Notice of Certain
Events. If the Company proposes at any time to:


 


(a) declare any dividend
or distribution upon the outstanding shares of the Class, whether in cash, property, stock, or other securities and whether or
not a regular cash dividend;


 


(b) offer for subscription
or sale pro rata to the holders of the outstanding shares of the Class any additional shares of any class or series of the Company’s
stock (other than pursuant to contractual pre-emptive rights);


 


(c) effect any reclassification,
exchange, combination, substitution, reorganization or recapitalization of the outstanding shares of the Class;


 


(d) effect an Acquisition
or to liquidate, dissolve or wind up; or


 


(e) effect its initial,
underwritten offering and sale of its securities to the public pursuant to an effective registration statement under the Act (the
“IPO”);


 


then, in connection with each such event,
the Company shall give Holder:


 


(1) in the
case of the matters referred to in (a) and (b) above, at least seven (7) Business Days prior written notice of the earlier to
occur of the effective date thereof or the date on which a record will be taken for such dividend, distribution, or subscription
rights (and specifying the date on which the holders of outstanding shares of the Class will be entitled thereto) or for determining
rights to vote, if any;


 


(2) in the
case of the matters referred to in (c) and (d) above at least seven (7) Business Days prior written notice of the date when the
same will take place (and specifying the date on which the holders of outstanding shares of the Class will be



    	6



    	



    

entitled to exchange their shares
for the securities or other property deliverable upon the occurrence of such event); and


 


(3) with respect
to the IPO, at least seven (7) Business Days prior written notice of the date on which the Company proposes to file its registration
statement in connection therewith.


 


Reference is made to Section 1.6(c) whereby
this Warrant will be deemed to be exercised pursuant to Section 1.2 hereof if the Company does not give written notice to Holder
of a Cash/Public Acquisition as required by the terms hereof. Company will also provide information requested by Holder that is
reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements.


 


SECTION 4. REPRESENTATIONS, WARRANTIES
OF THE HOLDER.


 


The Holder represents
and warrants to the Company as follows:


 


4.1 Purchase for
Own Account. This Warrant and the Shares to be acquired upon exercise of this Warrant by Holder are being acquired for investment
for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning
of the Act. Holder also represents that it has not been formed for the specific purpose of acquiring this Warrant or the Shares.


 


4.2 Disclosure of
Information. Holder is aware of the Company’s business affairs and financial condition and has received or has had full
access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the
acquisition of this Warrant and its underlying securities. Holder further has had an opportunity to ask questions and receive
answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and
to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable
effort or expense) necessary to verify any information furnished to Holder or to which Holder has access.


 


4.3 Investment Experience. Holder understands that the purchase of this Warrant and its underlying securities involves substantial risk. Holder has experience
as an investor in securities of companies in the development stage and acknowledges that Holder can bear the economic risk of
such Holder’s investment in this Warrant and its underlying securities and has such knowledge and experience in financial
or business matters that Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying
securities and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors
or controlling persons of a nature and duration that enables Holder to be aware of the character, business acumen and financial
circumstances of such persons.


 


4.4 Accredited Investor
Status. Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act.


 


4.5 The Act.
Holder understands that this Warrant and the Shares issuable upon exercise hereof have not been registered under the Act in reliance
upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s
investment intent as expressed herein. Holder understands that this Warrant and the Shares issued upon any exercise hereof must
be held indefinitely unless subsequently registered under the Act and qualified



    	7



    	



    

under applicable state securities laws,
or unless exemption from such registration and qualification are otherwise available. Holder is aware of the provisions of Rule
144 promulgated under the Act.


 


4.6 No Voting Rights.
Holder, as a Holder of this Warrant, will not have any voting rights until the exercise of this Warrant.


 


4.7 Market
Stand-off Agreement. The Holder agrees that the Shares shall be subject to the Market Standoff provisions in Section 2.12
of the Stockholders’ Agreement.


 


SECTION 5. MISCELLANEOUS.


 


5.1 Term; Automatic
Cashless Exercise Upon Expiration.


 


(a) Term. Subject
to the provisions of Section 1.6 above, this Warrant is exercisable in whole or in part at any time and from time to time on or
before 6:00 PM, Pacific time, on the Expiration Date and shall be void thereafter.


 


(b) Automatic Cashless
Exercise upon Expiration. In the event that, upon the Expiration Date, the fair market value of one Share as determined in
accordance with Section 1.3 above is greater than the Warrant Price in effect on such date, then this Warrant shall automatically
be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares for which it shall not previously
have been exercised, and the Company shall, within a reasonable time, deliver a certificate representing the Shares issued upon
such exercise to Holder.


 


5.2 Legends.
Each certificate evidencing Shares shall be imprinted with a legend in substantially the following form:


 


THE SHARES EVIDENCED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE
SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE ISSUER TO SILICON
VALLEY BANK DATED NOVEMBER 14, 2013, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER
SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE
OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.


 


5.3 Compliance with
Securities Laws on Transfer. This Warrant and the Shares issued upon exercise of this Warrant may not be transferred or assigned
in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee
(including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to
the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if
the transfer is to SVB Financial Group (Silicon Valley Bank’s parent company) or any other affiliate of Holder, provided
that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act. Additionally,
the



    	8



    	



    

Company shall also not require an opinion
of counsel if there is no material question as to the availability of Rule 144 promulgated under the Act.


 


5.4 Transfer Procedure. After receipt by Silicon Valley Bank of the executed Warrant, Silicon Valley Bank will transfer all of this Warrant to its
parent company, SVB Financial Group. By its acceptance of this Warrant, SVB Financial Group hereby makes to the Company each of
the representations and warranties set forth in Section 4 hereof and agrees to be bound by all of the terms and conditions of
this Warrant as if the original Holder hereof. Subject to the provisions of Section 5.3 and upon providing the Company with written
notice, SVB Financial Group and any subsequent Holder may transfer all or part of this Warrant or the Shares issued upon exercise
of this Warrant to any transferee, provided, however, in connection with any such transfer, SVB Financial Group or any subsequent
Holder will give the Company notice of the portion of the Warrant and/or Shares being transferred with the name, address and taxpayer
identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s)
(and Holder if applicable); and provided further, that any subsequent transferee other than SVB Financial Group shall agree in
writing with the Company to be bound by all of the terms and conditions of this Warrant. Notwithstanding any contrary provision
herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant
or any portion hereof, or any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company,
except in connection with an Acquisition of the Company by such a direct competitor.


 


5.5 Notices.
All notices and other communications hereunder from the Company to the Holder, or vice versa, shall be deemed delivered and effective
(i) when given personally, (ii) on the third (3rd) Business Day after being mailed by first-class registered or certified
mail, postage prepaid, (iii) upon actual receipt if given by facsimile or electronic mail and such receipt is confirmed in writing
by the recipient, or (iv) on the first Business Day following delivery to a reliable overnight courier service, courier fee prepaid,
in any case at such address as may have been furnished to the Company or Holder, as the case may be, in writing by the Company
or such Holder from time to time in accordance with the provisions of this Section 5.5. All notices to Holder shall be addressed
as follows until the Company receives notice of a change of address in connection with a transfer or otherwise:


 


SVB Financial Group

Attn: Treasury Department

3003 Tasman Drive, HC 215

Santa Clara, CA 95054

Telephone: (408) 654-7400

Facsimile: (408) 988-8317

Email address: derivatives@svb.com


 


Notice to the Company
shall be addressed as follows until Holder receives notice of a change in address:


 


Everyday Health, Inc.

Attn: Alan Shapiro

345 Hudson Street, 16th Floor

New York, NY 10014

Facsimile: (646) 728-9506

Email: ashapiro@everydayhealthinc.com



    	9



    	



    

With a copy (which shall not constitute notice) to:


 


Cooley LLP

Attn: Babak (Bo) Yaghmaie, Esq.

1114 Avenue of the Americas

New York, NY 10036

Facsimile: (212) 479-6275

Email: bo@cooley.com


 


5.6 Waiver.
This Warrant and any term hereof may be changed, waived, discharged or terminated (either generally or in a particular instance
and either retroactively or prospectively) only by an instrument in writing signed by the party against which enforcement of such
change, waiver, discharge or termination is sought.


 


5.7 Attorneys’ Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing
in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’
fees.


 


5.8 Counterparts;
Facsimile/Electronic Signatures. This Warrant may be executed in counterparts, all of which together shall constitute one
and the same agreement. Any signature page delivered electronically or by facsimile shall be binding to the same extent as an
original signature page with regards to any agreement subject to the terms hereof or any amendment thereto.


 


5.9 Governing Law.
This Warrant shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to
its principles regarding conflicts of law.


 


5.10 Headings.
The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision
of this Warrant.


 


5.11 Business Days.
“Business Day” is any day that is not a Saturday, Sunday or a day on which Silicon Valley Bank is closed.



    	10



    	



    

IN WITNESS WHEREOF, the parties have caused
this Warrant to Purchase Stock to be executed by their duly authorized representatives effective as of the Issue Date written
above.


 





	“COMPANY”	 
	 	 
	EVERYDAY HEALTH, INC.	 
	 	 	 
	By:	/s/ Alan
    Shapiro	 
	 	 	 
	Name: 	Alan Shapiro	 
	 	(Print)	 
	Title:	EVP and General Counsel	 
	 	 	 
	“HOLDER”	 
	 	 	 
	SILICON VALLEY BANK	 
	 	 	 
	By:	/s/
        Michael McMahon	 
	 	 	 
	Name:	Michael
    McMahon	 
	 	(Print)	 
	Title:	Vice President	 








    	11



    	



    

APPENDIX 1


 


NOTICE OF EXERCISE


 


1. The undersigned Holder hereby exercises its right to purchase
                     shares of the Common/Series               Preferred
[circle one] Stock of                              (the “Company”)
in accordance with the attached Warrant To Purchase Stock, and tenders payment of the aggregate Warrant Price for such shares
as follows:


 


	 	£	check in the amount of $                 payable to order of the Company enclosed herewith
	 	 	 
	 	£	Wire transfer of immediately available funds to the Company’s account
	 	 	 
	 	£	Cashless Exercise pursuant to Section 1.2 of the Warrant
	 	 	 
	 	£	Other [Describe]                                                                                                             


 


2. Please issue a certificate or certificates representing
the Shares in the name specified below:


 


	 	 	 
	 	Holder’s Name	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	(Address)	 


 


3. By its execution below and for the benefit of the Company,
Holder hereby restates each of the representations and warranties in Section 4 of the Warrant to Purchase Stock as of the date
hereof.


 


	 	HOLDER:	 
	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	 	 
	 	Name:	 	 
	 	 	 	 
	 	Title:	 	 
	 	 	 	 
	 	(Date): 	 	 


 


Appendix 1



    	 



    	



    

SCHEDULE 1


 


Company Capitalization Table


 


See attached


 


Schedule 1