Exhibit 4.11


 


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, SILVER LAKE WATERMAN FUND, L.P. (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.


 


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 9,602 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 9,602 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 9,601 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 Trading Market, the Board
of Directors of the Company shall determine the fair market value of a Share in its reasonable good faith judgment.




    	2



    	



    

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 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





    	3



    	



    

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



    	4



    	



    

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 hereof), represents
in the aggregate not less than 0.0644% 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



    	5



    	



    

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



    	6



    	



    

(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 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.



    	7



    	



    

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 SILVER LAKE WATERMAN
FUND, L.P. 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 an affiliate of Holder, provided that such affiliate is an “accredited investor” as defined in Regulation D
promulgated under the Act. Additionally, the 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. Subject
to the provisions of Section 5.3 and upon providing the Company with written notice, Holder may transfer all or part of this Warrant
or the Shares issued upon



    	8



    	



    

exercise of this Warrant (or the
securities issued upon conversion of the Shares, if any) to any transferee, provided, however, in connection with any such
transfer, Holder will give the Company notice of the portion of the Warrant and/or Shares (and/or securities issued upon
conversion of the Shares, if any) 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 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, or any shares or other securities issued upon any conversion of 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:


 


Silver Lake Waterman Fund, L.P.


2775 Sand Hill Road, Suite 100


Menlo Park, California 94025


Attn: Contract Administration


Email: SLWContracts@silverlake.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


 


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



    	9



    	



    

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”
	 	 	 
	SILVER LAKE WATERMAN FUND, L.P.
	 	 	 
	By: Silver Lake Technology Associates

    Waterman, L.L.C., its General Partner
	 	 	 
	By:	/s/ Shawn K. O’Neill	 
	 	 	 
	Name:	Shawn K. O’Neill	 
	 	(Print)	 
	Title:	Managing Director	 








    	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