Exhibit 10.5






 


LOAN
AND SECURITY AGREEMENT


 


This
LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 22, 2010 (the “Effective Date”)
is 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 535 Fifth Avenue, 27th 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, CAREPAGES, INC., a Delaware
corporation (“Carepages”), with its principal place of business at 345 Hudson Street, 16th Floor, New York,
New York 10014, and REVOLUTION HEALTH GROUP LLC, a Delaware limited liability company (“Revolution Health”),
with its principal place of business at 345 Hudson Street, 16th Floor, New York, New York 10014 (Everyday Health, Carepages
and Revolution Health are hereinafter jointly and severally, individually and collectively, referred to as “Borrower”),
and provides the terms on which Bank shall lend to Borrower, and Borrower shall repay Bank. The parties agree as follows:


 


1
ACCOUNTING AND OTHER TERMS


 


Accounting
terms not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made following GAAP
(except for any noncompliance with FAS 123R in monthly reporting). All financial calculations (whether for pricing, covenants,
or otherwise) shall be made with regard to Borrower on a consolidated basis. The term “financial statements” includes
the notes and schedules. The terms “including” and “includes” always mean “including (or includes) without
limitation,” in this or any Loan Document. Capitalized terms not otherwise defined in this Agreement shall have the meanings
set forth in Section 13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meanings provided
by the Code, to the extent such terms are defined therein.


 


2
LOAN AND TERMS OF PAYMENT


 


2.1
Promise to Pay. Borrower hereby unconditionally promises to pay Bank the unpaid principal amount of all Credit Extensions
hereunder with all interest, fees and finance charges due thereon as and when due in accordance with this Agreement.


 


2.1.1
Financing of Accounts.


 


(a)
Availability.


 

(i)
Subject to the terms of this Agreement and provided that Borrower is not Streamline Facility Eligible or Non-Formula Line Eligible,
Borrower may request that Bank finance specific Eligible Accounts. Bank may, in its good faith business discretion, finance such
Eligible Accounts by extending credit to Borrower in an amount equal to the result of the Advance Rate multiplied by the face amount
of the Eligible Account. Bank may, in its sole discretion, change the percentage of the Advance Rate for a particular Eligible
Account on a case by case basis.


 


(ii)
Subject to the terms of this Agreement and provided that Borrower is Streamline Facility Eligible and that Borrower is not Non-Formula
Line Eligible, Borrower may request that Bank finance Eligible Accounts on an aggregate basis (the “Aggregate Eligible Accounts”).
Bank shall finance Aggregate Eligible Accounts by extending credit to Borrower in an amount equal to the Borrowing Base. Bank may,
in its good faith discretion, with written notice to Borrower, change the percentage of the Advance Rate used for calculating the
Borrowing Base from time to time.



    	 



    	



    

(iii)
Subject to the terms of this Agreement and provided that Borrower is Non-Formula Line Eligible, Borrower may request that Bank
finance Non-Formula Placeholder Invoices. Bank shall finance Non-Formula Placeholder Invoices by extending credit to Borrower in
an amount equal to the result of the Advance Rate multiplied by the face amount of the Non-Formula Placeholder Invoices.


 


(iv)
Any extension of credit made pursuant to the terms of subsections (i), (ii), or (iii) above shall hereinafter be referred to as
an “Advance”, and, collectively, the “Advances”. When Bank makes an Advance, the Eligible Account, Aggregate
Eligible Accounts, or Non-Formula Placeholder Invoice each become a separate “Financed Receivable”.


 


(v)
Notwithstanding any terms in this Agreement to the contrary, as of the Maturity Date, (i) all Advances (and all obligations and
liabilities in connection therewith including, without limitation, Finance Charges and Collateral Handling Fees) shall be due and
payable, and (ii) Borrower may not request that Bank make any further Advances.


 


(b)
Maximum Advances. The aggregate amount of Advances outstanding at any time may not exceed the Availability Amount.


 


(c)
Borrowing Procedure. Borrower will deliver an Advance Request and Invoice Transmittal in the form attached hereto as Exhibit
E signed by a Responsible Officer for each Advance it requests, accompanied by (i) an accounts receivable aging
and a Borrowing Base Certificate in the form attached hereto as Exhibit F, with respect to requests for Advances
based upon Aggregate Eligible Accounts, or (ii) by invoices, with respect to requests for Advances based upon Eligible Accounts.
Bank may rely on information set forth in or provided with the Advance Request and Invoice Transmittal. In addition, upon Bank’s
request, Borrower shall deliver to Bank any contracts, purchase orders, or other underlying supporting documentation with respect
to any Eligible Account or Aggregate Eligible Accounts.


 


(d)
Credit Quality; Confirmations. Bank may, at its option, (i) conduct a credit check of the Account Debtor for each Account
requested by Borrower for financing hereunder in order to approve any such Account Debtor’s credit before agreeing to finance
such Account, and (ii) also verify directly with the respective Account Debtors the validity, amount and other matters relating
to the Accounts (including confirmations of Borrower’s representations in Section 5.3) by means of mail, telephone or otherwise,
either in the name of Borrower or Bank from time to time in its sole discretion, provided, however, prior to the occurrence and
continuance of an Event of Default, Bank will notify Borrower prior to making any direct contact with Borrower’s Account
Debtors.


 


(e)
Accounts Notification/Collection. Bank may notify any Person owing Borrower money of Bank’s security interest in the
funds and verify and/or collect the amount of the Account, provided, however, prior to the occurrence and continuance of an Event
of Default, Bank will notify Borrower prior to making any direct contact with Borrower’s Account Debtors.


 


(f)
Early Termination. The line of credit provided pursuant to Section 2.1.1 may be terminated prior to the Maturity Date as
follows: (i) by Borrower, effective three (3) Business Days after written notice of termination is given to Bank; or (ii) by Bank
at any time after the occurrence and during the continuance of an Event of Default, without notice, effective immediately. 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”). The Early Termination Fee shall be due and payable on the effective date of such termination and thereafter shall bear
interest at a rate equal to the highest rate applicable to any of the Advances. Notwithstanding the foregoing, Bank agrees to waive
the Early Termination Fee if Bank agrees to refinance and redocument the line of credit provided pursuant to Section 2.1.1 under
another division of Bank (in its sole and exclusive discretion) prior to the Maturity Date.


 


(g)
Maturity. All Obligations outstanding hereunder shall be immediately due and payable on (i) with respect to Obligations
in connection with Advances, the Maturity Date and (ii) with respect to Obligations in connection with the Term Advance, the Term
Loan Maturity Date.



    	2



    	



    

(h)
Suspension of Advances. Borrower’s ability to request that Bank make Credit Extensions hereunder will terminate if,
in Bank’s good faith discretion, there has been a material adverse change in the general affairs, results of operation, condition
(financial or otherwise) or the prospect of repayment of the Obligations, or there has been any material adverse deviation by Borrower
from the most recent financial forecast of Borrower presented to and accepted by Bank prior to the execution of this Agreement.


 


(i)
End of Streamline Facility Eligible Status. On any day that Borrower ceases to be Streamline Facility Eligible (other than
in the case in which Borrower becomes Non-Formula Line Eligible), all outstanding Advances made based on Aggregate Eligible Accounts
shall be immediately due and payable, together with all Finance Charges accrued thereon. Provided no Event of Default then exists
hereunder, Borrower may request that Bank refinance the outstanding principal amount of such Advances with new Advances made based
on specific Eligible Accounts (in accordance with this Agreement, including, without limitation, Section 2.1.1 hereof). In connection
with same, Borrower shall deliver to Bank an Advance Request and Invoice Transmittal in the form attached hereto as Exhibit
E containing detailed invoice reporting, signed by a Responsible Officer together with a current accounts receivable
aging and a copy of each invoice, all in accordance with Section 6.2(h) hereof and Bank, in its good faith business discretion,
may finance same (in accordance with this Agreement, including, without limitation, Section 2.1.1 hereof) and each Eligible Account
financed shall thereafter be deemed to be a Financed Receivable for purposes of this Agreement. If, following such determination,
the outstanding principal amount of the Obligations outstanding hereunder with respect to Advances exceeds the amount of Advances
Bank has made based on specific Eligible Accounts, Borrower shall immediately pay to Bank the excess and, in connection with same,
hereby irrevocably authorizes Bank to debit any account of Borrower maintained by Borrower with Bank or any of Bank’s Affiliates
for the amount of such excess.


 


(j)
Commencement of Streamline Facility Eligible Status. On any day that Borrower becomes Streamline Facility Eligible, all
outstanding Advances made based on Eligible Accounts shall be immediately due and payable, together with all Finance Charges and
Collateral Handling Fees accrued thereon. Provided no Event of Default then exists hereunder Borrower may request that Bank refinance
such Advances with new Advances made based on Aggregate Eligible Accounts. In connection with such request, Borrower shall deliver
to Bank (i) an Advance Request and Invoice Transmittal in the form attached hereto as Exhibit E containing
a current accounts receivable aging, and (ii) a Borrowing Base Certificate in the form attached hereto as Exhibit F,
and Bank shall refinance the outstanding principal amount of such Advances with new Advances made based on Aggregate Eligible
Accounts (in accordance with this Agreement, including, without limitation, Section 2.1.1 hereof) and the Aggregate Eligible Accounts
financed shall thereafter be deemed to be a Financed Receivable for purposes of this Agreement. If, following such determination,
the outstanding principal amount of the Obligations outstanding hereunder with respect to Advances exceeds the amount of Advances
Bank has made based on Aggregate Eligible Accounts, Borrower shall immediately pay to Bank the excess and, in connection with same,
hereby irrevocably authorizes Bank to debit any account of Borrower maintained by Borrower with Bank or any of Bank’s Affiliates
for the amount of such excess.


 


(k)
End of Non-Formula Line Eligible Status.


 


(i)
If Borrower is Not Streamline Facility Eligible. On any day that Borrower ceases to be Non-Formula Line Eligible, all outstanding
Advances made based on Non-Formula Placeholder Invoices shall immediately be due and payable, together with all Finance Charges
accrued thereon. Provided no Event of Default then exists hereunder and Borrower is not Streamline Facility Eligible, Borrower
may request that Bank refinance the outstanding principal amount of the Advances with new Advances made based on specific Eligible
Accounts. In connection with same, Borrower shall deliver to Bank an Advance Request and Invoice Transmittal in the form attached
hereto as Exhibit E containing detailed invoice reporting, signed by a Responsible Officer together with a
current accounts receivable aging and a copy of each invoice, all in accordance with Section 6.2(h) hereof and Bank, in its good
faith business discretion, may finance same (in accordance with this Agreement, including, without limitation, Section 2.1.1 hereof)
and each Eligible Account financed shall thereafter be deemed to be a Financed Receivable for purposes of this Agreement. If, following
such determination, the outstanding principal amount of the Obligations outstanding hereunder with respect to Advances exceeds
the amount of Advances Bank has made based on specific Eligible Accounts, Borrower shall immediately pay to Bank the excess and,
in connection with same, hereby irrevocably authorizes Bank to debit any account of Borrower maintained by Borrower with Bank or
any of Bank’s Affiliates for the amount of such excess.



    	3



    	



    

(ii) If
Borrower is Streamline Facility Eligible. On any day that Borrower ceases to be Non-Formula Line Eligible, all
outstanding Advances made based on Non-Formula Placeholder Invoices shall immediately be due and payable, together with all
Finance Charges accrued thereon. Provided no Event of Default then exists hereunder and Borrower is Streamline Facility
Eligible, Borrower may request that Bank refinance such Advances with new Advances made based on Aggregate Eligible Accounts.
In connection with such request, Borrower shall deliver to Bank (i) an Advance Request and Invoice Transmittal in the form
attached hereto as Exhibit E containing a current accounts receivable aging, and (ii) a Borrowing Base
Certificate in the form attached hereto as Exhibit F, and Bank shall refinance the outstanding principal amount
of such Advances with new Advances made based on Aggregate Eligible Accounts (in accordance with this Agreement, including,
without limitation, Section 2.1.1 hereof) and the Aggregate Eligible Accounts financed shall thereafter be deemed to be a
Financed Receivable for purposes of this Agreement. If, following such determination, the outstanding principal amount of the
Obligations outstanding hereunder with respect to Advances exceeds the amount of Advances Bank has made based on Aggregate
Eligible Accounts, Borrower shall immediately pay to Bank the excess and, in connection with same, hereby irrevocably
authorizes Bank to debit any account of Borrower maintained by Borrower with Bank or any of Bank’s Affiliates for the
amount of such excess.


 


(1)
Commencement of Non-Formula Line Eligible Status. Notwithstanding any terms in this Agreement to the contrary, on any day
that Borrower becomes Non-Formula Line Eligible, all outstanding Advances made based on Eligible Accounts or Aggregate Eligible
Accounts (as applicable) shall be immediately due and payable, together with all Finance Charges and Collateral Handling Fees accrued
thereon. Provided no Event of Default then exists hereunder, Bank shall refinance such Advances with new Advances made based on
Non-Formula Placeholder Invoices (in accordance with this Agreement, including, without limitation, Section 2.1.1 hereof) and the
Non-Formula Placeholder Invoices financed shall thereafter be deemed to be a Financed Receivable for purposes of this Agreement.


 


2.1.2
Term Loan.


 


(a)
Availability. Subject to the terms and conditions of this Agreement, Borrower shall request, and Bank shall make, one (1)
term loan in an aggregate amount equal to Six Million Dollars ($6,000,000.00) (the “Term Advance”) within two
(2) Business Days of the Effective Date. As a condition precedent to Bank’s obligation to make the Term Advance (in addition
to any other conditions precedent herein), Borrower shall have maintained at least Ten Million Dollars ($10,000,000.00) in unrestricted
and unencumbered cash (but specifically excluding the Security Deposits) as of the Effective Date and at all times thereafter until
the Term Advance is made.


 


(b)
Repayment.


 


(i)
Commencing on the first calendar day of the month following the month in which the Funding Date for the Term Advance occurs (or
commencing on such Funding Date if such Funding Date is the first calendar day of the month), and continuing on the first calendar
day of each month thereafter, Borrower shall make monthly payments of interest at the rate set forth in Section 2.1.2(e).


 


(ii)
Commencing on the Amortization Date, and continuing on the first calendar day of each month thereafter, Borrower shall repay the
Term Advance in (A) thirty six (36) equal monthly installments of principal, plus (B) monthly payments of accrued and unpaid interest
at the rate set forth in Section 2.1.2(e) (each, a “Term Loan Payment”). Borrower’s final Term Loan Payment,
due on the Term Loan Maturity Date, shall include all outstanding principal and accrued and unpaid interest with respect to the
Term Advance. Once repaid, the Term Advance may not be reborrowed.


 


(c)
Mandatory Prepayment Upon an Acceleration. If the Term Advance is accelerated following the occurrence and during the continuance
of an Event of Default, Borrower shall immediately pay to Bank an amount equal to the sum of (i) all outstanding principal plus
accrued and unpaid interest, (ii) the Prepayment Premium, and (iii) all other sums, if any, that shall have become due and payable,
including interest at the Default Rate with respect to any past due amounts.



    	4



    	



    

(d)
Permitted Prepayment. Borrower shall have the option to prepay the Term Advance (including partial prepayments), provided
Borrower (i) delivers written notice to Bank of its election to prepay the Term Advance at least three (3) days prior to such prepayment,
and (ii) pays, on the date of such prepayment (A) the amount of outstanding principal elected to be prepaid plus all accrued and
unpaid interest, (B) the Prepayment Premium, and (C) all other sums, if any, that shall have become due and payable, including
interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, Bank agrees to waive the Prepayment
Premium with respect to a prepayment if Bank agrees to refinance and redocument the Term Advance under another division of Bank
(in its sole and exclusive discretion) prior to the Term Loan Maturity Date.


 


(e)
Interest.


 


(i)
Interest Rate. Subject to Section 2.1.2(e)(ii), the principal amount outstanding under the Term Advance shall accrue interest
at a floating per annum rate equal to the Applicable Rate, which interest shall be payable monthly.


 


(ii)
Default Rate. Immediately upon the occurrence and during the continuance of an Event of Default, Obligations in connection
with the Term Advance shall bear interest at the Default Rate. Fees and expenses which are required to be paid by Borrower pursuant
to the Loan Documents (including, without limitation, Bank Expenses) but are not paid when due shall bear interest until paid at
a rate equal to the highest rate applicable to the Obligations. Payment or acceptance of the increased interest rate provided in
this Section 2.1.2(e)(ii) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default
or otherwise prejudice or limit any rights or remedies of Bank.


 


(iii)
Adjustment to Interest Rate. Changes to the interest rate of the Term Advance based on changes to the Prime Rate shall be
effective on the effective date of any change to the Prime Rate and to the extent of any such change.


 


(iv)
Computation; 360-Day Year. In computing interest, the date of the making of the Term Advance shall be included and the date
of payment shall be excluded; provided, however, that if the Term Advance is repaid on the same day on which it is made,
such day shall be included in computing interest on the Term Advance. Interest shall be computed on the basis of a 360-day year
for the actual number of days elapsed.


 


(f)
Borrowing Procedure. Subject to the prior satisfaction of all other applicable conditions to the making of the Term Advance
set forth in this Agreement, to obtain the Term Advance, Borrower shall notify Bank (which notice shall be irrevocable) by electronic
mail, facsimile, or telephone by 12:00 p.m. Eastern time on or prior to the Effective Date. Together with any such electronic or
facsimile notification, Borrower shall deliver to Bank by electronic mail or facsimile a completed Payment/Advance Form executed
by a Responsible Officer or his or her designee. Bank may rely on any telephone notice given by a Person whom Bank believes is
a Responsible Officer or designee.


 


2.2
Collections, Finance Charges, Remittances and Fees. The Obligations shall be subject to the following fees and Finance
Charges. Unpaid fees and Finance Charges may, in Bank’s discretion, accrue interest and fees as described in Section 9.2
hereof.


 


2.2.1
Collections. Prior to the Working Capital Line Termination Event, when Borrower is not Streamline Facility Eligible
or Non-Formula Line Eligible, Collections will be credited to the Financed Receivable Balance for the applicable Financed Receivable
three (3) Business Days after receipt of such Collections, but if an Event of Default has occurred and is continuing, Bank may
apply Collections to the Obligations in any order it chooses. If Bank receives a payment for both a Financed Receivable and a
non-Financed Receivable, the funds will first be applied to the Financed Receivable and, if there is no Event of Default then
existing, the excess will be remitted to Borrower, subject to Section 2.2.7. When Borrower is Streamline Facility Eligible or
Non-Formula Line Eligible, provided that no Event of Default has occurred and is continuing, Collections will be deposited in
Borrower’s operating account with Bank on the Business Day following Bank’s receipt of such Collections, subject to,
unless Borrower is Non-Formula Line Eligible, Bank’s ability to maintain a reserve pursuant to Section 2.2.7(c).



    	5



    	



    

2.2.2
Loan Fees.


 


(a)
A fully earned, non-refundable working capital line facility fee of One Hundred Fifty Thousand Dollars ($150,000.00) is earned
as of the Effective Date, and is due and payable as follows: (a) One Hundred Thousand Dollars ($100,000.00) is due and payable
on the Effective Date, and (b) Fifty Thousand Dollars ($50,000.00) is due and payable upon the earlier to occur of (i) the Anniversary
Date, (ii) the occurrence of an Event of Default, and (iii) the early termination of this Agreement (the “Working Capital
Line Fee”).


 


(b)
A fully earned, non-refundable term loan fee of Thirty Thousand Dollars ($30,000.00) is earned, due and payable as of the Effective
Date (the “Term Advance Fee”).


 


The
Working Capital Line Fee and the Term Advance Fee are hereinafter collectively referred to as the “Loan Fees”.


 


2.2.3
Finance Charges. Prior to the occurrence of the Working Capital Line Termination Event, in computing Finance Charges
on the Obligations under this Agreement, all Collections received by Bank shall be deemed applied by Bank on account of the Obligations
(a) with respect to Financed Receivables based upon Eligible Accounts, three (3) Business Days after receipt of such Collections,
and (b) with respect to Financed Receivables based upon Aggregate Eligible Accounts and Non-Formula Placeholder Invoices, on the
day of receipt of such Collections. Borrower will pay a finance charge (the “Finance Charge”) on the Financed Receivable
Balance or Account Balance (as applicable) which is equal to the Applicable Rate divided by 360 multiplied by the
number of days each such Financed Receivable or Advance (as applicable) is outstanding multiplied by (a) with respect to
Financed Receivables based on Eligible Accounts, the outstanding Financed Receivable Balance, and (b) with respect to Advances
based on Aggregate Eligible Accounts and Non-Formula Placeholder Invoices, the outstanding Account Balance. Except as otherwise
provided in Section 2.1.1(i), Section 2.1.1(j), Section 2.1.1(k), Section 2.1.1(1), Section 2.3.1(b)(i) and/or Section 2.3.1(c)(i),
the Finance Charge is payable in accordance with Section 2.3 hereof. After the occurrence and during the continuance of an Event
of Default, the Applicable Rate will increase to the Default Rate. In the event that the aggregate amount of Finance Charges earned
by Bank in any calendar quarter is less than the Minimum Finance Charge, Borrower shall pay to Bank an additional Finance Charge
equal to (i) the Minimum Finance Charge minus (ii) the aggregate amount of all Finance Charges earned by Bank in such calendar
quarter; provided, however, there shall be no Minimum Finance Charge for any whole calendar quarter occurring after the Working
Capital Line Termination Event. Any such additional Finance Charge shall be payable on the first day of the next calendar quarter.


 


2.2.4
Collateral Handling Fee. Prior to the occurrence of the Working Capital Line Termination Event, with respect to Financed
Receivables based upon individual Eligible Accounts, Borrower will pay to Bank a collateral handling fee equal to 0.25% per month
of the Financed Receivable Balance for each such Financed Receivable outstanding based upon a 360 day year (the “Collateral
Handling Fee”). This fee is charged on a daily basis which is equal to the Collateral Handling Fee divided by 30, multiplied
by the number of days each such Financed Receivable is outstanding, multiplied by the outstanding Financed Receivable Balance.
Except as otherwise provided in Section 2.1.1(j) and/or Section 2.1.1(1), the Collateral Handling Fee is payable in accordance
with Section 2.3 hereof. In computing Collateral Handling Fees under this Agreement, all Collections received by Bank shall be
deemed applied by Bank on account of Obligations three (3) Business Days after receipt of the Collections. After the occurrence
and during the continuance of an Event of Default, the Collateral Handling Fee will increase an additional 0.50% effective immediately
upon such Event of Default.


 


2.2.5
Accounting. Prior to the occurrence of the Working Capital Line Termination Event, after each Reconciliation Period,
Bank will provide an accounting of the transactions for that Reconciliation Period, including the amount of all Financed Receivables,
all Collections, Adjustments, Finance Charges, Collateral Handling Fees, and the Loan Fees. If Borrower does not object to the
accounting in writing within thirty (30) days it shall be considered accurate (absent manifest error). All Finance Charges and
other interest and fees are calculated on the basis of a 360 day year and actual days elapsed.


 


2.2.6
Deductions. Prior to the occurrence of the Working Capital Line Termination Event, Bank may deduct fees, Finance Charges,
Advances which become due pursuant to Section 2.3, and other amounts due pursuant to this Agreement from any Advances made or Collections
received by Bank.



    	6



    	



    




2.2.7 Lockbox; Account
Collection Services. Prior to the occurrence of the Working Capital Line Termination Event:


 


(a) Within thirty (30) days
following the Effective Date, Borrower shall direct each Account Debtor (and each depository institution where proceeds of Accounts
are on deposit) to remit payments with respect to the Accounts to a lockbox account established with Bank or to wire transfer
payments to a cash collateral account that Bank controls (collectively, the “Lockbox”). It will be considered
an immediate Event of Default if the Lockbox is not set-up and operational within thirty (30) days of the Effective Date.


 


(b) For any time at which such
Lockbox is not established, the proceeds of the Accounts shall be paid by the Account Debtors to an address consented to by Bank.
Upon receipt by Borrower of such proceeds, Borrower shall immediately transfer and deliver same to Bank, along with a detailed
cash receipts journal.


 


(c) Provided no Event
of Default exists or an event that with notice or lapse of time will be an Event of Default, within three (3) days of receipt of
any amounts by Bank (whether in the Lockbox, directly from Borrower, or otherwise) (or, when Borrower is Streamline Facility Eligible
or Non-Formula Line Eligible, by the next Business Day), Bank will turn over to Borrower the proceeds of the Accounts other than
Collections with respect to Financed Receivables based upon individual Eligible Accounts and the amount of Collections in excess
of the amounts for which Bank has made an Advance to Borrower based upon Eligible Accounts, less any amounts due to Bank, such
as the Finance Charge, the Loan Fees, payments due to Bank, other fees and expenses, or otherwise; provided, however, unless Borrower
is Non-Formula Line Eligible, Bank may hold such excess amount and the proceeds of any Accounts (whether Financed Receivables or
non-Financed Receivables) as a reserve until the end of the applicable Reconciliation Period if Bank, in its discretion, determines
that other Financed Receivable(s) may no longer qualify as an Eligible Account or Aggregate Eligible Accounts at any time prior
to the end of the subject Reconciliation Period.


 


(d) This Section 2.2.7 does
not impose any affirmative duty on Bank to perform any act other than as specifically set forth herein. All Accounts and the proceeds
thereof are Collateral and if an Event of Default occurs and is continuing, Bank may apply the proceeds of such Accounts to the
Obligations.


 


2.2.8 Bank Expenses.
Borrower shall pay all Bank Expenses (including reasonable attorneys’ fees and expenses, plus expenses, for documentation
and negotiation of this Agreement) incurred through and after the Effective Date, when due.


 


2.2.9 Good Faith Deposit.
Borrower has paid to Bank a deposit of Twenty Five Thousand Dollars ($25,000.00) (the “Good Faith Deposit”)
to initiate Bank’s due diligence review process. Any portion of the Good Faith Deposit not utilized to pay Bank Expenses
will be applied to the Working Capital Line Fee.


 


2.3 Repayment of Obligations;
Adjustments.


 


2.3.1 Repayment.


 


(a) Borrower will
repay each Advance made based upon a specific Eligible Account on the earliest of: (i) the date on which payment is received
of the Financed Receivable with respect to which the Advance was made, (ii) the date on which the Financed Receivable is no
longer an Eligible Account, (iii) the date on which any Adjustment is asserted to the Financed Receivable (but only to the
extent of the Adjustment if the Financed Receivable remains otherwise an Eligible Account), (iv) the date on which there is a
breach of any warranty or representation set forth in Section 5.3 with respect to such Financed Receivable, or a breach of
any covenant in this Agreement with respect to such Financed Receivable, (v) as required pursuant to Section 2.1.1(j) or
Section 2.1.1(1), or (vi) the Maturity Date (including any early termination). Each payment will also include all accrued
Finance Charges and Collateral Handling Fees with respect to such Advance and all other amounts then due and payable
hereunder.


 


(b) With respect to
each Advance made based upon Aggregate Eligible Accounts:



    	7



    	



    

(i) Borrower shall pay to Bank, on the first
day of each Reconciliation Period, all accrued Finance Charges on the Advances made based upon the Aggregate Eligible Accounts;
and


 


(ii) Borrower will pay the principal amount
of the Advances made based upon Aggregate Eligible Accounts on the earliest of: (A) the date on which the aggregate amount of outstanding
Advances made based upon Aggregate Eligible Accounts exceeds the Aggregate Eligible Accounts Availability Amount (but only up to
the amount exceeding the Aggregate Eligible Accounts Availability Amount), (B) the Maturity Date (including any early termination),
or (C) as required pursuant to Section 2.1.1(i) or Section 2.1.1(1). Each payment will also include all accrued Finance Charges
with respect to such Advance and all other amounts then due and payable hereunder.


 


(c) With respect to each Advance
made based upon Non-Formula Placeholder Invoices:


 


(i) Borrower shall pay to Bank, on the first
day of each Reconciliation Period, all accrued Finance Charges on the Advances made based upon Non-Formula Placeholder Invoices;
and


 


(ii) Borrower shall repay any Advance made
based upon Non-Formula Placeholder Invoices on the earliest of: (A) the Maturity Date (including any early termination), or (B)
as required pursuant to Section 2.1.l(k). Each payment will also include all accrued Finance Charges with respect to such Advance
and all other amounts then due and payable hereunder.


 


2.3.2 Repayment on Event of Default. When
an Event of Default has occurred and is continuing, Borrower will, if Bank demands (except upon the occurrence of an Event of Default
under Section 8.5, in which case the Credit Extensions shall immediately be accelerated without notice or demand from Bank) repay
all of the Credit Extensions. The demand may, at Bank’s option, include the Term Advance, the Advance for each Financed Receivable
then outstanding and all accrued Finance Charges, the Early Termination Fee, Collateral Handling Fees, Loan Fees, interest, attorneys’
and professional fees, court costs and expenses, and any other Obligations.


 


2.3.3 Debit of Accounts. Bank may debit
any of Borrower’s deposit accounts for payments or any amounts Borrower owes Bank hereunder. These debits shall not constitute
a set-off.


 


2.3.4 Adiustments.
Prior to the occurrence of the Working Capital Line Termination Event, if, at any time while Borrower is not Non-Formula Line
Eligible, any Account Debtor asserts an Adjustment, Borrower issues a credit memorandum, or any of the representations and warranties
in Section 5.3 or covenants in this Agreement are no longer true in all material respects, Borrower will promptly advise Bank.


 


2.4 Power of Attorney. Borrower irrevocably
appoints Bank and its successors and assigns as attorney-in-fact and authorizes Bank, to: (a) following the occurrence and during
the continuance of an Event of Default, (i) sell, assign, transfer, pledge, compromise, or discharge all or any part of the Financed
Receivables; (ii) demand, collect, sue, and give releases to any Account Debtor for monies due and compromise, prosecute, or defend
any action, claim, case or proceeding about the Financed Receivables, including filing a claim or voting a claim in any bankruptcy
case in Bank’s or Borrower’s name, as Bank chooses; and (iii) prepare, file and sign Borrower’s name on any notice,
claim, assignment, demand, draft, or notice of or satisfaction of lien or mechanics’ lien or similar document; and (b) regardless
of whether there has been an Event of Default, (i) notify all Account Debtors to pay Bank directly; (ii) receive, open, and dispose
of mail addressed to Borrower; (iii) endorse Borrower’s name on checks or other instruments (to the extent necessary to pay
amounts owed pursuant to this Agreement); and (iv) execute on Borrower’s behalf any instruments, documents, financing statements
to perfect Bank’s interests in the Financed Receivables and Collateral and do all acts and things necessary or expedient,
as determined solely and exclusively by Bank, to protect or preserve, Bank’s rights and remedies under this Agreement, as
directed by Bank.


 


3 CONDITIONS OF LOANS



    	8



    	



    

3.1 Conditions Precedent to Initial Credit
Extension. Bank’s agreement to make the initial Credit Extension is subject to the condition precedent that Bank
shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank
may reasonably deem necessary or appropriate, including, without limitation:


 


(a) a certiticate of the Secretary of Everyday Health
with respect to certificate of incorporation, by-laws, incumbency and resolutions authorizing the execution and delivery of this
Agreement and the Loan Documents;


 


(b) a certificate of the
Secretary of Carepages with respect to certificate of incorporation, by-laws, incumbency and resolutions authorizing the
execution and delivery of this Agreement and the Loan Documents;


 


(c) a certificate of the members/managers of Revolution
Health with respect to certificate of formation, limited liability company/operating agreement, incumbency and resolutions authorizing
the execution and delivery of this Agreement and the Loan Documents;


 


(d) Perfection Certificates by Borrower;


 


(e) a legal opinion of Borrower’s counsel (authority/enforceability),
in form and substance acceptable to Bank;


 


(f) a landlord’s consent
executed by the applicable landlord in favor of Bank for Borrower’s locations at (i) 345 Hudson Street, New York, New York
10014 and (ii) 4 Marshall Street, North Adams, Massachusetts 01247;


 


(g) a bailee’s waiver executed by SunGard Availability
Services LP in favor of Bank for its location at 410 Commerce Boulevard, Carlstadt, New Jersey 07026;


 


(h) Account Control Agreements/Securities Account
Control Agreements;


 


(i) duly executed signatures to payoff letters from
Horizon and Square One Bank;


 


(j) evidence that (i) the Liens securing Indebtedness
owed by Borrower to Horizon and Square One Bank will be terminated and (ii) the documents and/or filings evidencing the perfection
of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with
the initial Term Advance, be terminated;


 


(k) evidence satisfactory to Bank that the insurance
policies required by Section 6.4 hereof are in full force and effect, together with appropriate evidence showing lender loss payable
and/or additional insured clauses or endorsements in favor of Bank;


 


(l) payment of the fees and Bank Expenses then due
and payable;


 


(m) Certificates of Foreign Qualification (New York,
and others, if applicable);


 


(n) long form Certificates of Good Standing/Legal
Existence (Delaware); and


 


(o) such other documents, and completion
of such other matters, as Bank may reasonably deem necessary or appropriate.


 


3.2 Conditions Precedent to all Credit Extensions.
Bank’s agreement to make each Credit Extension, including the initial Credit Extension, is subject to the following:


 


(a) receipt of (i) with respect to requests for Advances,
the Advance Request and Invoice Transmittal, or (ii) with respect to the request for the Term Advance, timely receipt of an executed
Payment/Advance Form;



    	9



    	



    

(b) Bank shall have (at its option) conducted the
confirmations and verifications as described in Section 2.1.1 (d);


 


(c) each of the representations and warranties in
Section 5.3 shall be true on the date of the Advance Request and Invoice Transmittal and on the effective date of each Advance
and no Event of Default shall have occurred and be continuing, or result from the Advance. Each Advance is Borrower’s representation
and warranty on that date that the representations and warranties in Section 5.3 remain true; and


 


(d) each of the representations and warranties in
Section 5 (other than Section 5.3) shall be true in all material respects on the date of the Advance Request and Invoice Transmittal
or Payment/Advance Form, as applicable, and on the effective date of each Credit Extension and no Event of Default shall have occurred
and be continuing, or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on
that date that the representations and warranties in Section 5 (other than Section 5.3) remain true in all material respects.


 


4 CREATION OF SECURITY INTEREST


 


4.1 Grant of Security Interest. Borrower
hereby grants Bank, to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower’s
duties under the Loan Documents, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether
now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants
that the security interest granted herein shall be a first priority security interest in the Collateral (subject to Permitted Liens
that are permitted to have priority over Bank’s Liens). If Borrower shall at any time, acquire a commercial tort claim, Borrower
shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security
interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance
reasonably satisfactory to Bank.


 


If this Agreement is terminated, Bank’s Lien
in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash.
Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time this Agreement has
been terminated, Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein
shall revert to Borrower.


 


4.2 Authorization to
File Financing Statements. Borrower hereby authorizes Bank to file financing statements, without notice to Borrower,
with all appropriate jurisdictions to perfect or protect Bank’s interest or rights hereunder, including a notice that
any disposition of the Collateral, by either Borrower or any other Person, shall be deemed to violate the rights of Bank
under the Code. Any such financing statements may indicate the Collateral as “all assets of the Debtor” or words
of similar effect, or as being of an equal or lesser scope, or with greater detail, all in Bank’s discretion.


 


5 REPRESENTATIONS AND WARRANTIES


 


Borrower represents and warrants as follows:


 


5.1 Due Organization and Authorization.
Borrower and each of its Subsidiaries are duly existing and in good standing as Registered Organizations in their respective
jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which
the conduct of their respective business or ownership of property requires that they be qualified except where the failure to do
so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement,
Borrower has delivered to Bank completed certificates signed by Borrower (the “Perfection Certificate”). Borrower represents
and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature
page hereof: (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate;
(c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states
that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than
one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e)
Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational
structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection
Certificate pertaining to Borrower and each of



    	10



    	



    

its Subsidiaries is accurate and complete (it being understood and agreed
that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent
permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes
one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification
number.


 


The execution, delivery and performance by Borrower
of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational
documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene,
conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority
by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action
by, tiling, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental
Approvals which have already been obtained and are in full force and effect), or (v) constitute an event of default under any material
agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound
in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.


 


5.2 Collateral.
Borrower has good title, has rights in, and the power to transfer each item of the Collateral upon which it purports to grant
a Lien hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other than the
deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection
herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security
interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. All Inventory is in all material respects
of good and marketable quality, free from material defects.


 


No Collateral with an aggregate value in excess of
Twenty-Five Thousand Dollars ($25,000.00) per location is in the possession of any third party bailee (such as a warehouse) except
as otherwise provided in the Perfection Certificate. None of the components of the Collateral shall be maintained at locations
other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. In the event that Borrower, after
the date hereof, intends to store or otherwise deliver any portion of the Collateral with an aggregate value in excess of Twenty-Five
Thousand Dollars ($25,000.00) per location to a bailee, then Borrower will first receive the written consent of Bank and such bailee
must execute and deliver a bailee agreement in form and substance reasonably satisfactory to Bank.


 


Except as noted on the Perfection Certificate, Borrower
is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a)
that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or
agreement or any other property, or (b) for which a default under or termination of could interfere with Bank’s right to
sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such
license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition.
Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or
waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security
interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether
now existing or entered into in the future.


 


5.3 Financed Receivables. 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):


 


(a) Such Financed Receivable is an Eligible Account;


 


(b) Borrower is the owner of and has the legal right
to sell, transfer, assign and encumber such Financed Receivable;


 


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



    	11



    	



    



(d)
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);


 


(e)
Such 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;


 


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


 


(g)
Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings;


 


(h)
Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing;


 


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


 


(j)
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.


 


5.4 Litigation.
There are no actions or proceedings pending or, to the knowledge of Borrower’s Responsible Officers, threatened in writing
by or against Borrower or any Subsidiary in which an adverse decision could reasonably be expected to cause a Material Adverse
Change.


 


5.5 No Material Deterioration
in Financial Statements. All consolidated financial statements for Borrower and any Subsidiaries delivered to Bank fairly
present in all material respects Borrower’s consolidated financial condition and Borrower’s consolidated results of
operations. There has not been any material deterioration in Borrower’s consolidated financial condition since the date
of the most recent financial statements submitted to Bank.


 


5.6 Solvency. The
fair salable value of Borrower’s assets (including goodwill minus disposition costs) exceeds the fair value of its liabilities;
Borrower is not left with unreasonably small capital after the transactions in this Agreement; and Borrower is able to pay its
debts (including trade debts) as they mature.


 


5.7 Regulatory Compliance.
Borrower is not an “investment company” or a company “controlled by an “investment company”
under the Investment Company Act of 1940, as amended. 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). 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 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 of its Subsidiaries have 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 their respective businesses
as currently conducted.


 


5.8 Subsidiaries.
Borrower does not own any stock, partnership interest or other equity securities except for Permitted Investments.


 


5.9 Tax Returns and
Payments; Pension Contributions. Except as disclosed in the Perfection Certificate, Borrower and each Subsidiary have
timely filed all required tax returns and reports, and Borrower and



    	12



    	



    

each Subsidiary have timely paid all foreign, federal, state and local
taxes, assessments, deposits and contributions owed by Borrower and each Subsidiary, provided that Borrower may defer payment of
any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings
promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development
in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the governmental authority levying such contested
taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. Except as disclosed in
the Perfection Certificate, Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years
which could result in additional taxes becoming due and payable by Borrower. Borrower has paid all amounts necessary to fund all
present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn
from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event
with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability
to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.


 


5.10 Use of Proceeds.
Borrower shall use the proceeds of the Credit Extensions solely as working capital and to fund its general business requirements
and not for personal, family, household or agricultural purposes.


 


5.11 Full Disclosure.
No written representation, warranty or other statement of Borrower in any certificate or written statement given to Bank,
as of the date such representation, warranty, or other statement was made, taken together with all such written certificates and
written statements given to Bank, contains any untrue statement of a material fact or omits to state a material fact necessary
to make the statements contained in the certificates or statements not misleading (it being recognized by Bank that projections
and forecasts provided by Borrower in good faith and based upon reasonable assumptions are not viewed as facts and that actual
results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results).


 


5.12 Definition of
“Knowledge.” For purposes of the Loan Documents, whenever a representation or warranty is made to Borrower’s
knowledge or awareness, to the “best of” Borrower’s knowledge, or with a similar qualification, knowledge or
awareness means the actual knowledge, after reasonable investigation, of the Responsible Officers.


 


6
AFFIRMATIVE COVENANTS


 


Borrower shall do all of the following:


 


6.1 Government Compliance.


 


(a)
Maintain its and all its Subsidiaries’ legal existence and good standing in their respective jurisdictions of formation
and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material
adverse effect on Borrower’s business or operations. Borrower shall comply, and have each Subsidiary comply, with all laws,
ordinances and regulations to which it is subject, noncompliance with which could reasonably be expected to have a material adverse
effect on Borrower’s business.


 


(b)
Obtain all of the Governmental Approvals necessary for the performance by Borrower of its obligations under the Loan Documents
to which it is a party and the grant of a security interest to Bank in all of its property. Borrower shall promptly provide copies
of any such obtained Governmental Approvals to Bank.


 


6.2 Financial Statements,
Reports, Certificates.


 


(a)
Deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared
consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified
by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180)
days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently
applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm
reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filing,
copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated



    	13



    	



    

Debt and all reports on Form 10-K, 10-Q and 8-K tiled with the Securities
and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that
could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) or more; and
(v) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.


 


(b)
Within thirty (30) days after the last day of each month, deliver to Bank with the monthly financial statements a Compliance Certificate
signed by a Responsible Officer in the form of (i) prior to the occurrence of the Working Capital Line Termination Event. Exhibit
B, and (ii) upon and after the occurrence of the Working Capital Line Termination Event, Exhibit C.


 


(c)
Prior to the occurrence of the Working Capital Line Termination Event, allow Bank to audit Borrower’s Collateral, including,
but not limited to, Borrower’s Accounts at Borrower’s expense, upon reasonable notice to Borrower; provided, however,
prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than two (2) audits per year.
The charge for each such audit shall be Eight Hundred Fifty Dollars ($850.00) per person per day (or such higher amount as shall
represent Bank’s then-current standard charge for the same), plus out-of-pocket expenses. Borrower hereby acknowledges that
the first such audit will be conducted within ninety (90) days after the Effective Date. After the occurrence and during the continuance
of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts at
Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.


 


(d)
Prior to the occurrence of the Working Capital Line Termination Event, upon Bank’s request, provide a written report respecting
any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the
delay.


 


(e)
Prior to the occurrence of the Working Capital Line Termination Event, provide Bank with, as soon as available, but no later
than (i) (A) the first (1st) and fifteenth (15th) day of each Reconciliation Period while Borrower is
Streamline Facility Eligible but is not Non-Formula Line Eligible, or (B) thirty (30) days following each Reconciliation
Period while Borrower is not Streamline Facility Eligible and at any time that Borrower is Non-Formula Line Eligible, an aged
listing of accounts receivable, in form acceptable to Bank, and (ii) thirty (30) days following each Reconciliation Period,
accounts payable by invoice date, in form acceptable to Bank.


 


(f)
Prior to the occurrence of the Working Capital Line Termination Event, provide Bank with, as soon as available, but no later
than thirty (30) days following each Reconciliation Period, a report listing all Deferred Revenue related to contracts with cancellable
terms, in form acceptable to Bank.


 


(g)
Prior to the occurrence of the Working Capital Line Termination Event, immediately upon Borrower becoming Streamline Facility
Eligible while Borrower is not Non-Formula Line Eligible, and thereafter until Borrower is no longer Streamline Facility Eligible,
provide Bank with, (i) as soon as available, but no later than thirty (30) days following each Reconciliation Period, and (ii)
in connection with any request for an Advance, a duly completed Borrowing Base Certificate signed by a Responsible Officer.


 


(h)
Prior to the occurrence of the Working Capital Line Termination Event, immediately upon Borrower ceasing to be Streamline Facility
Eligible (unless Borrower becomes Non-Formula Eligible), provide Bank with a current aging of Accounts and, to the extent not
previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with
respect to each such Account.


 


6.3 Taxes. Except
to the extent set forth on the Perfection Certificate, Borrower shall make, and cause each Subsidiary to make, timely payment
of all federal, state, and local taxes or assessments (other than taxes and assessments which Borrower is contesting in good faith,
with adequate reserves maintained in accordance with GAAP) and will deliver to Bank, on demand, appropriate certificates attesting
to such payments.


 


6.4 Insurance.
Keep its business and the Collateral insured for risks and in amounts standard for companies in Borrower’s industry
and location, and as Bank may reasonably request. Insurance policies shall be in a form, with companies, and in amounts that are
reasonably satisfactory to Bank. All property policies shall have a lender’s loss payable endorsement showing Bank as the
sole lender loss payee and waive subrogation against Bank, and all liability policies shall show, or have endorsements showing,
Bank as an additional insured. All policies (or



    	14



    	



    

the loss payable and additional insured endorsements) shall provide
that the insurer must give Bank at least twenty (20) days notice before canceling, amending, or declining to renew its policy.
At Bank’s request, Borrower shall deliver certified copies of policies and evidence of all premium payments. Proceeds payable
under any policy shall, at Bank’s option, be payable to Bank on account of the Obligations. Notwithstanding the foregoing,
(a) so long as no Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any
casualty policy up to Two Hundred Fifty Thousand Dollars ($250,000.00), in the aggregate, toward the replacement or repair of destroyed
or damaged property; provided that any such replaced or repaired property (i) shall be of equal or like value as the replaced or
repaired Collateral and (ii) shall be deemed Collateral in which Bank has been granted a first priority security interest subject
only to Permitted Liens and (b) after the occurrence and during the continuance of an Event of Default, all proceeds payable under
such casualty policy shall, at the option of the Bank, be payable to Bank on account of the Obligations. If Borrower fails to obtain
insurance as required under this Section 6.4 or to pay any amount or furnish any required proof of payment to third persons and
Bank, Bank may make all or part of such payment or obtain such insurance policies required in this Section 6.4, and take any action
under the policies Bank deems prudent.


 


6.5 Accounts.


 


(a)
From and after the date which is thirty (30) days following the Effective Date, to permit Bank to monitor Borrower’s financial
performance and condition, Borrower, and all Borrower’s Subsidiaries, shall maintain Borrower’s and such Subsidiaries’
depository and operating accounts and securities accounts with Bank and Bank’s affiliates; provided, however, Borrower may
maintain (i) a security deposit for Paymentech in an aggregate amount not to exceed One Million Seven Hundred Thousand Dollars
($1,700,000.00) (or such higher amount with Bank’s prior written consent, not to be unreasonably withheld), and (ii) security
deposits in respect of Borrower’s current and future office leases in an aggregate amount not to exceed One Million Seven
Hundred Fifty Thousand Dollars ($1,750,000.00) (or such higher amount with Bank’s prior written consent, not to be unreasonably
withheld) (collectively, (i) and (ii) are the “Security Deposits”). Except for the Security Deposits, Borrower shall
have moved substantially all its cash to accounts with Bank and Bank’s affiliates within ten (10) Business Days following
the Effective Date; provided that for a period of thirty (30) days following the Effective Date, Borrower shall be permitted to
maintain sufficient balances in its account with Square 1 Bank to cover any checks written prior to the Effective Date which have
not yet cleared.


 


(b)
Borrower shall identify to Bank, in writing, any deposit or securities account opened by Borrower with any institution other than
Bank. In addition, for each account that Borrower at any time opens or maintains, Borrower shall, at Bank’s request and
option, pursuant to an agreement in form and substance reasonably acceptable to Bank, cause the depository bank or securities
intermediary to agree that such account is the collateral of Bank pursuant to the terms hereunder, which control agreement may
not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to deposit
accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s
employees.


 


6.6 Inventory; Returns.
Keep all Inventory in good and marketable condition, free from material defects. Returns and allowances between Borrower and
its Account Debtors shall follow Borrower’s customary practices as they exist at the Effective Date. Borrower must promptly
notify Bank of all returns, recoveries, disputes and claims that involve more than One Hundred Thousand Dollars ($100,000.00).


 


6.7 Financial Covenants.
Borrower shall:


 


(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) ($4,300,000) for the quarter ending March 31, 2011, (iv) $1.00 for the quarter ending June 30, 2011, and (v) $750,000
for the quarter ending September 30, 2011, and on the last day of each quarter thereafter.


 


(b)
Minimum Cash. Have, as of the Effective Date and at all times thereafter until Bank makes the Term Advance unrestricted
and unencumbered cash maintained with Bank of at least Ten Million Dollars ($10,000,000.00).



    	15



    	



    

(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 l.0.


 


6.8 Protection of Intellectual
Property Rights. Borrower shall: (a) use commercially reasonable efforts to protect, defend and maintain the validity
and enforceability of its intellectual property; (b) promptly advise Bank in writing of material infringements of its intellectual
property; and (c) not allow any intellectual property material to Borrower’s business to be abandoned, forfeited or dedicated
to the public without Bank’s written consent.


 


6.9 Litigation Cooperation.
From the date hereof and continuing through the termination of this Agreement, make available to Bank, without expense to
Bank, Borrower and its officers, employees and agents and Borrower’s books and records, to the extent that Bank may deem
them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with respect
to any Collateral or relating to Borrower.


 


6.10 Further Assurances.
Borrower shall execute any further instruments and take further action as Bank reasonably requests to perfect or continue
Bank’s security interest in the Collateral or to effect the purposes of this Agreement. Deliver to Bank, within five (5)
days after the same are sent or received. copies of all correspondence, reports, documents and other filings with any Governmental
Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be
expected to have a material effect on any of the Governmental Approvals or otherwise on the operations of Borrower or any of its
Subsidiaries.


 


7 NEGATIVE COVENANTS


 


Borrower shall not do any of the following without Bank’s prior
written consent.


 


7.1 Dispositions.
Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively a “Transfer”), or permit any of its
Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory in the ordinary course
of business; (b) of worn-out or obsolete Equipment; (c) in connection with Permitted Liens and Permitted Investments; (d) of licenses
for the use of the property of Borrower or its Subsidiaries in the ordinary course of business; and (e) of other assets of Borrower
that do not in the aggregate exceed One Hundred Thousand Dollars ($100,000.00) during any fiscal year.


 


7.2 Changes in Business,
Ownership, Management or Business Locations. Engage in or permit any of its Subsidiaries to engage in any business other
than the businesses currently engaged in by Borrower or reasonably related or incidental thereto, or have a change in its ownership
greater than twenty-five percent (25.0%) (other than by the sale of Borrower’s equity securities in a public offering or
to venture capital investors so long as Borrower identifies to Bank the venture capital investors prior to the closing of the
investment), or suffer the resignation or departure of the Key Person and not hire a replacement reasonably acceptable to Bank
for the Key Person within ninety (90) days of the Key Person’s resignation or departure. Borrower shall not, without at
least thirty (30) days prior written notice to Bank: (a) relocate its chief executive office, or add any new offices or business
locations, including warehouses (unless such new offices or business locations contain less than Twenty-Five Thousand Dollars
($25,000.00) in Borrower’s assets or property), or (b) change its jurisdiction of organization, or (c) change its organizational
structure or type, or (d) change its legal name, or (e) change any organizational number (if any) assigned by its jurisdiction
of organization.


 


7.3 Mergers or Acquisitions.
Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit
any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person, except for Permitted
Acquisitions. Notwithstanding the foregoing, a Subsidiary may merge or consolidate into another Subsidiary or into Borrower.


 


7.4 Indebtedness.
Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary to do so, other than Permitted Indebtedness.



    	16



    	



    

7.5 Encumbrance.
Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including
the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not
to he subject to the first priority security interest granted herein (subject to Permitted Liens that are permitted to have priority
over Bank’s Liens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank)
with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning,
mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s
intellectual property, except as is otherwise permitted in Section 7.1  hereof and the definition of “Permitted Liens”
herein.


 


7.6 Distributions;
Investments. (a) Directly or indirectly acquire or own any Person, or make any Investment in any Person, other than Permitted
Investments, or permit any of its Subsidiaries to do so; or (b) pay any dividends or make any distribution or payment or redeem,
retire or purchase any capital stock except that so long as no Event of Default has occurred and is continuing, Borrower may repurchase
stock of former employees, consultants or directors in an aggregate amount (including cancellation of indebtedness) not to exceed
One Hundred Twenty-Five Thousand Dollars ($125,000.00) per year.


 


7.7 Transactions with
Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower,
except for sales of equity securities, incurrence of Subordinated Debt and other transactions that are in the ordinary course
of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in
an arm’s length transaction with a non-affiliated Person.


 


7.8 Subordinated Debt.
(a) Make or permit any payment on any Subordinated Debt, except under the terms of the subordination, intercreditor, or other
similar agreement to which such Subordinated Debt is subject, or (b) amend any provision in any document relating to the Subordinated
Debt which would increase the amount thereof or adversely affect the subordination thereof to Obligations owed to Bank.


 


7.9 Compliance.
Become an “investment company” or a company controlled by an “investment company”, under the Investment
Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin
stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System), or use the proceeds of any Credit
Extension for that purpose; fail to meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited Transaction,
each as defined in ERISA, to occur; fail to comply with the Federal Fair Labor Standards Act or violate any other law or regulation,
if the violation could reasonably be expected to have a material adverse effect on Borrower’s business, or permit any of
its Subsidiaries to do so; withdraw or permit any Subsidiary to withdraw from participation in, permit partial or complete termination
of, or permit the occurrence of any other event with respect to, any present pension, profit sharing and deferred compensation
plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit
Guaranty Corporation or its successors or any other governmental agency.


 


8 EVENTS OF DEFAULT


 


Any one of the following shall constitute an event of default (an “Event
of Default”) under this Agreement:


 


8.1 Payment Default.
Borrower fails to pay any of the Obligations when due;


 


8.2 Covenant Default.
Borrower fails or neglects to perform any obligation in Section 6 or violates any covenant in Section 7 or fails or neglects to
perform, keep, or observe any other material term, provision, condition, covenant or agreement contained in this Agreement, any
Loan Documents and as to any default under such other term, provision, condition, covenant or agreement that can be cured, has
failed to cure the default within ten (10) days after the occurrence thereof: provided, however, grace and cure periods provided
under this Section 8.2 shall not apply to financial covenants or any other covenants that are required to be satisfied, completed
or tested by a date certain;


 


8.3 Material Adverse
Change. A Material Adverse Change occurs;


 


8.4 Attachment; Levy;
Restraint on Business. (a) (i) The service of process seeking to attach, by trustee or similar process, any funds of Borrower
or of any entity under control of Borrower (including a Subsidiary)



    	17



    	



    

on deposit with Bank or any Bank Affiliate, or (ii) a notice of lien,
levy, or assessment is tiled against any of Borrower’s assets by any government agency, and the same under subclauses (i)
and (ii) hereof are not, within ten (10) days after the occurrence thereof, discharged or stayed (whether through the posting of
a bond or otherwise); provided, however, no Credit Extensions shall be made during any ten (10) day cure period; and (b) (i) any
material portion of Borrower’s assets is attached, seized, levied on, or comes into possession of a trustee or receiver,
or (ii) any court order enjoins, restrains, or prevents Borrower from conducting any part of its business;


 


8.5 Insolvency. (a)
Borrower is unable to pay its debts (including trade debts) as they become due or otherwise becomes insolvent; (b)
Borrower begins an Insolvency Proceeding; or (c) an Insolvency Proceeding is begun against Borrower and not dismissed or
stayed within forty-five (45) days (but no Credit Extensions shall be made while any of the conditions described in clause
(a) exist and/or until any Insolvency Proceeding is dismissed);


 


8.6 Other Agreements.
If there is a default in any agreement to which Borrower is a party with a third party or parties resulting in a right
by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount in excess
of Two Hundred Fifty Thousand Dollars ($250,000.00) or that could result in a Material Adverse Change;


 


8.7 Judgments.
One or more judgments, orders, or decrees for the payment of money in an amount, individually or in the aggregate, of at least
Two Hundred Fifty Thousand Dollars ($250,000.00) (not covered by independent third-party insurance as to which liability has been
accepted by such insurance carrier) shall be rendered against Borrower and shall remain unsatisfied, unvacated, or unstayed for
a period of ten (10) days after the entry thereof (provided that no Credit Extensions will be made prior to the satisfaction,
vacation, or stay of such judgment, order, or decree);


 


8.8 Misrepresentations.
Borrower or any Person acting for Borrower makes any representation, warranty, or other statement now or later in this Agreement,
any Loan Document or in writing delivered to Bank or to induce Bank to enter this Agreement or any Loan Document, and such representation,
warranty, or other statement is incorrect in any material respect when made;


 


8.9 Subordinated Debt.
A default or breach occurs under any agreement between Borrower and any creditor of Borrower that signed a subordination agreement,
intercreditor agreement, or other similar agreement with Bank, or any creditor that has signed such an agreement with Bank breaches
any terms of the agreement;


 


8.10 Governmental Approvals.
Any Governmental Approval shall have been (a) revoked, rescinded, suspended, modified in an adverse manner or not renewed
in the ordinary course for a full term or (b) subject to any decision by a Governmental Authority that designates a hearing with
respect to any applications for renewal of any such Governmental Approval or that could result in the Governmental Authority taking
any of the actions described in clause (a) above, and such decision or such revocation, rescission, suspension, modification or
non-renewal (i) has, or could reasonably be expected to have, a Material Adverse Change, or (ii) adversely affects the legal qualifications
of Borrower or any of its Subsidiaries to hold such Governmental Approval in any applicable jurisdiction and such revocation,
rescission, suspension, modification or non-renewal could reasonably be expected to affect the status of or legal qualifications
of Borrower or any of its Subsidiaries to hold any Governmental Approval in any other jurisdiction.


 


9 BANK’S RIGHTS
AND REMEDIES


 


9.1 Rights and Remedies.
When an Event of Default occurs and continues Bank may, without notice or demand, do any or all of the following:


 


(a)
declare all Obligations immediately due and payable (but if an Event of Default described in Section 8.5 occurs all Obligations
are immediately due and payable without any action by Bank);


 


(b)
stop advancing money or extending credit for Borrower’s benefit under this Agreement or under any other agreement between
Borrower and Bank;


 


(c)
demand that Borrower (i) deposits cash with Bank in an amount equal to the aggregate amount of any letters of credit remaining
undrawn, as collateral security for the repayment of any future drawings



    	18



    	



    


under such letters of credit, and Borrower
shall forthwith deposit and pay such amounts, and (ii) pay in advance all letter of credit fees scheduled to be paid or payable
over the remaining term of any letters of credit;


 


(d) settle or adjust disputes and claims
directly with Account Debtors for amounts, on terms and in any order that Bank considers advisable and notify any Person owing
Borrower money of Bank’s security interest in such funds and verify the amount of such account. Borrower shall collect all
payments in trust for Bank and, if requested by Bank, immediately deliver the payments to Bank in the form received from the Account
Debtor, with proper endorsements for deposit;


 


(e) make any payments and do any acts it
considers necessary or reasonable to protect its security interest in the Collateral. Borrower shall assemble the Collateral if
Bank requests and make it available as Bank designates. Bank may enter premises where the Collateral is located, take and maintain
possession of any part of the Collateral, and pay, purchase, contest, or compromise any Lien which appears to be prior or superior
to its security interest and pay all expenses incurred. Borrower grants Bank a license to enter and occupy any of its premises,
without charge, to exercise any of Bank’s rights or remedies;


 


(f) apply to the Obligations any (i) balances
and deposits of Borrower it holds, or (ii) any amount held by Bank owing to or for the credit or the account of Borrower;


 


(g) ship, reclaim, recover, store, finish,
maintain, repair, prepare for sale, advertise for sale, and sell the Collateral. Bank is hereby granted a non-exclusive, royalty-free
license or other right to use, without charge, Borrower’s labels, patents, copyrights, mask works, rights of use of any name,
trade secrets, trade names, trademarks, service marks, and advertising matter, or any similar property as it pertains to the Collateral,
in completing production of, advertising for sale, and selling any Collateral and, in connection with Bank’s exercise of
its rights under this Section 9.1, Borrower’s rights under all licenses and all franchise agreements inure to Bank’s
benefit;


 


(h) place a “hold” on any account maintained with
Bank and/or deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any control
agreement or similar agreements providing control of any Collateral;


 


(i) demand and receive possession of Borrower’s Books;
and


 


(j) exercise all rights and remedies available
to Bank under the Loan Documents or at law or equity, including all remedies provided under the Code (including disposal of the
Collateral pursuant to the terms thereof).


 


9.2 Protective Payments. If Borrower
fails to obtain insurance called for by Section 6.4 or fails to pay any premium thereon or fails to pay any other amount which
Borrower is obligated to pay under this Agreement or by any other Loan Document, Bank may obtain such insurance or make such payment,
and all amounts so paid by Bank are Bank Expenses and immediately due and payable, bearing interest at the then highest applicable
rate, and secured by the Collateral. Bank will make reasonable effort to provide Borrower with notice of Bank obtaining such insurance
at the time it is obtained or within a reasonable time thereafter. No payments by Bank are deemed an agreement to make similar
payments in the future or Bank’s waiver of any Event of Default.


 


9.3 Bank’s Liability for Collateral. So long as Bank complies with reasonable banking practices regarding the safekeeping of Collateral in possession or under the
control of Bank, Bank shall not be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage to
the Collateral; (c) any diminution in the value of the Collateral; or (d) any act or default of any carrier, warehouseman, bailee,
or other Person. Borrower bears all risk of loss, damage or destruction of the Collateral.


 


9.4 Remedies Cumulative. Bank’s failure,
at any time or times, to require strict performance by Borrower of any provision of this Agreement or any other Loan Document shall
not waive, affect, or diminish any right of Bank thereafter to demand strict performance and compliance herewith or therewith.
No waiver hereunder shall be effective unless signed by Bank and then is only effective for the specific instance and purpose for
which it is given. Bank’s rights and remedies under this Agreement and the other Loan Documents are cumulative. Bank has
all rights and remedies provided under the Code, by law, or in equity. Bank’s exercise of one right or remedy is



    	19



    	



    

not an election and shall not preclude Bank
from exercising any other remedy under this Agreement or other remedy available at law or in equity, and Bank’s waiver of
any Event of Default is not a continuing waiver. Bank’s delay in exercising any remedy is not a waiver, election, or acquiescence.


 


9.5 Demand Waiver. Borrower waives demand, notice
of default or dishonor, notice of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement,
extension, or renewal of accounts, documents, instruments, chattel paper, and guarantees held by Bank on which Borrower is liable.


 


10 NOTICES.


 


All notices,
consents, requests, approvals, demands, or other communication by any party to this Agreement or any other Loan Document must
be in writing and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt
and three (3) Business Days after deposit in the U.S. mail, first class, registered or certified mail return receipt
requested, with proper postage prepaid; (b) upon transmission, when sent by electronic mail or facsimile transmission; (c)
one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if
hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address, facsimile
number, or email address indicated below. Bank or Borrower may change its mailing or electronic mail address or facsimile
number by giving the other party written notice thereof in accordance with the terms of this Section 10.


 


	 	If to Borrower:	Everyday Health, Inc.
	 	 	Carepages, Inc.
	 	 	Revolution Health Group LLC
	 	 	345 Hudson Street, 16th Floor
	 	 	New York, New York 10014
	 	 	Attn:	Alan Shapiro
	 	 	Fax:	(646) 728-9506
	 	 	Email: 	ashapiro@evervdayhealthinc.com
	 
	 	with a copy to:	Cooley LLP
	 	 	11951 Freedom Drive
	 	 	Reston, Virginia 20190
	 	 	Attn:	Denise G. Zack, Esquire
	 	 	Fax:	(703) 456-8100
	 	 	Email: 	dzack@cooley.com
	 
	 	If to Bank:	Silicon Valley Bank
	 	 	535 Fifth Avenue, 27th Floor
	 	 	New York, New York 10017
	 	 	Attn:	Mr. Michael McMahon
	 	 	Fax:	(212) 688-5994
	 	 	Email:	MMcMahon@svb.com
	 
	 	with a copy to:	Riemer & Braunstein LLP
	 	 	Three Center Plaza
	 	 	Boston, Massachusetts 02108
	 	 	Attn:	David A. Ephraim, Esquire
	 	 	Fax:	(617) 880-3456
	 	 	Email:	DEphraim@riemerlaw.com


 


11 CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER


 




New York law governs the Loan Documents without regard to principles
of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in the State of
New York; provided, however, that if for any reason Bank cannot avail itself of such courts in the State of New York, Borrower
accepts jurisdiction of the courts and venue in Santa Clara County, California. Notwithstanding the foregoing, nothing in




    	20



    	



    

this Agreement shall be deemed to operate
to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any
other security for the Obligations, or to enforce a judgment or other court order in favor of Bank. Borrower expressly submits
and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any
objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents
to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service
of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints,
and other process may be made by registered or certified mail addressed to Borrower at the address set forth in Section 10 of this
Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof
or three (3) days after deposit in the U.S. mails, proper postage prepaid.


 


BORROWER AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL
OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION,
INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO
THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.


 


12 GENERAL PROVISIONS


 


12.1 Successors
and Assigns. This Agreement binds and is for the benefit of the successors and permitted assigns of each party.
Borrower may not assign this Agreement or any rights or obligations under it without Bank’s prior written consent
(which may be granted or withheld in Bank’s discretion). Bank has the right, without the consent of or notice to
Borrower, to sell, transfer, assign, negotiate, or grant participation in all or any part of, or any interest in,
Bank’s obligations, rights, and benefits under this Agreement and the other Loan Documents or any related
agreement.


 


12.2 Indemnification. Borrower
agrees to indemnify, defend, and hold Bank and its directors, officers employees, agents, attorneys, or any other Person affiliated
with or representing Bank (each, an “Indemnified Person”) harmless against: (a) all obligations, demands, claims, and
liabilities (collectively, “Claims”) claimed or asserted by any other party in connection with the transactions contemplated
by the Loan Documents; and (b) all losses or expenses (including Bank Expenses) in any way suffered, incurred, or paid by such
Indemnified Person as a result of, following from, consequential to or arising from transactions between Bank and Borrower contemplated
by the Loan Documents (including reasonable attorneys’ fees and expenses), except for Claims, expenses and/or losses directly
caused by an Indemnified Person’s gross negligence or willful misconduct.


 


12.3 Right of Set-Off. Borrower
hereby grants to Bank, a lien, security interest and right of setoff as security for all Obligations to Bank, whether now existing
or hereafter arising upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody,
safekeeping or control of Bank or any entity under the control of Bank (including a Bank subsidiary) or in transit to any of them.
At any time after the occurrence and during the continuance of an Event of Default, without demand or notice, Bank may set off
the same or any part thereof and apply the same to any liability or obligation of Borrower even though unmatured and regardless
of the adequacy of any other collateral securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE BANK TO EXERCISE ITS RIGHTS OR
REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT
TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.


 


12.4 Time of
Essence. Time is of the essence for the performance of all Obligations in this Agreement.


 


12.5 Severability of Provisions. Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision.


 


12.6 Correction of Loan Documents. Bank may correct
patent errors and fill in any blanks in this Agreement and the other Loan Documents consistent with the agreement of the parties,
provided that Bank provides Borrower with written notice of such correction and allows Borrower at least ten (10) days to object
to such



    	21



    	



    

correction. In the event of such objection,
such correction shall not be made except by an amendment signed by both Bank and Borrower.


 


12.7 Amendments in Writing; Waiver;
Integration. No purported amendment or modification of any Loan Document, or waiver, discharge or termination of any obligation
under any Loan Document, shall be enforceable or admissible unless, and only to the extent, expressly set forth in a writing signed
by the party against which enforcement or admission is sought. Without limiting the generality of the foregoing, no oral promise
or statement, nor any action, inaction, delay, failure to require performance or course of conduct shall operate as, or evidence,
an amendment, supplement or waiver or have any other effect on any Loan Document. Any waiver granted shall be limited to the specific
circumstance expressly described in it, and shall not apply to any subsequent or other circumstance, whether similar or dissimilar,
or give rise to, or evidence, any obligation or commitment to grant any further waiver. The Loan Documents represent the entire
agreement about this subject matter, and supersede prior negotiations or agreements. All prior agreements, understandings, representations,
warranties, and negotiations between the parties about the subject matter of this Agreement and the Loan Documents merge into this
Agreement and the Loan Documents.


 


12.8 Counterparts. This Agreement
may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and
delivered, are an original, and all taken together, constitute one Agreement.


 


12.9 Borrower
Liability. Any Borrower may, acting singly, request Credit Extensions hereunder. Each Borrower hereby appoints the others
as agent for itself for all purposes hereunder, including with respect to requesting Credit Extensions hereunder. Each Borrower
hereunder shall be obligated to repay all Credit Extensions made hereunder, regardless of which Borrower actually receives said
Credit Extension, as if each Borrower hereunder directly received all Credit Extensions. Notwithstanding any other provision
of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity
(including, without limitation, any law subrogating Borrower to the rights of Bank under this Agreement) to seek contribution,
indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or
secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection
with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the
Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise.
Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 12.9 shall be
null and void. If any payment is made to a Borrower in contravention of this Section 12.9, such Borrower shall hold such payment
in trust for Bank and such payment shall be promptly delivered to Bank for application to the Obligations, whether matured or
unmatured.


 


Each Borrower waives any suretyship defenses
available to it under the Code or any other applicable law. Each Borrower waives any right to require Bank to: (a) proceed against
any Borrower or any other person; (b) proceed against or exhaust any security; or (c) pursue any other remedy. Bank may exercise
or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial
or non-judicial sale) without affecting any Borrower’s liability.


 


12.10 Survival. All covenants,
representations and warranties made in this Agreement continue in full force until this Agreement has terminated pursuant to its
terms and all Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive
the termination of this Agreement) have been satisfied. The obligation of Borrower in Section 12.2 to indemnify Bank shall survive
until the statute of limitations with respect to such claim or cause of action shall have run.


 


12.11 Confidentiality. In handling any confidential
or proprietary information, Bank shall exercise the same degree of care that it exercises for its own proprietary information,
but disclosure of information may be made: (a) to Bank’s Subsidiaries or Affiliates; (b) to prospective transferees or purchasers
of any interest in the Credit Extensions (provided, however, Bank shall use commercially reasonable efforts to obtain such prospective
transferee’s or purchaser’s agreement to the terms of this provision); (c) as required by law, regulation, subpoena,
or other order; (d) to Bank’s regulators or as otherwise required in connection with Bank’s examination or audit; (e)
as Bank considers appropriate in exercising remedies under the Loan Documents; and (f) to third-party service providers of Bank
so long as such service providers have executed a confidentiality agreement with Bank with terms



    	22



    	



    

no less restrictive than those contained
herein. Confidential information does not include information that either: (i) is in the public domain or in Bank’s possession
when disclosed to Bank, or becomes part of the public domain after disclosure to Bank through no fault of Bank; or (ii) is disclosed
to Bank by a third party, if Bank does not know that the third party is prohibited from disclosing the information.


 


Bank may use confidential information for any purpose, including,
without limitation, for the development of client databases, reporting purposes, and market analysis, so long as Bank does not
disclose Borrower’s identity or the identity of any person associated with Borrower unless otherwise expressly permitted
by this Agreement. The provisions of the immediately preceding sentence shall survive the termination of this Agreement.


 


13 DEFINITIONS


 


13.1 Definitions.
As used in the Loan Documents, the word “shall” is mandatory, the word “may” is permissive, the word “or”
is not exclusive, the words “includes” and “including” are not limiting, the singular includes the plural,
and numbers denoting amounts that are set off in brackets are negative. As used in this Agreement, the following capitalized terms
have the following meanings:


 


“Account”
is any “account” as defined in the Code with such additions to such term as may hereafter be made, and includes, without
limitation, all accounts receivable and other sums owing to Borrower.


 


“Account Balance”
is the aggregate outstanding amount of all Advances made based upon Aggregate Eligible Accounts or Non-Formula Placeholder Invoices.


 


“Account Debtor”
is as defined in the Code and shall include, without limitation, any person liable on any Financed Receivable, such as, a guarantor
of the Financed Receivable and any issuer of a letter of credit or banker’s acceptance.


 


“Adjusted
EBITDA” is EBITDA minus unfinanced capital expenditures (including capitalized software and development costs), plus
non-cash stock compensation expense, plus reasonable add-backs for non-cash items for which Borrower has provided written details
to Bank, plus, on or prior to May 31, 2011 and only to the extent disclosed in its profit and loss statements delivered to Bank,
up to One Million Two Hundred Thousand Dollars ($1,200,000.00) in aggregate earn-out payments made as a result of the 2008 acquisition
by Borrower of Nurture Media LLC, plus 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, plus other one-time charges approved by
Bank in writing in its sole and absolute discretion.


 


“Adjusted
Quick Ratio” is the ratio of (a) Quick Assets to (b) Current Liabilities minus the current portion of Deferred
Revenue.


 


“Adjustments”
are all discounts, allowances, returns, disputes, counterclaims, offsets, defenses, rights of recoupment, rights of return, warranty
claims, or short payments, asserted by or on behalf of any Account Debtor for any Financed Receivable.


 


“Advance”
is defined in Section 2.1.1.


 


“Advance Rate”
is (a) with respect to Advances based on Eligible Accounts and Aggregate Eligible Accounts, eighty percent (80.0%), net of any
offsets related to each specific Account Debtor (including Deferred Revenue related to contracts with cancellable terms but excluding
all Permitted Deferred Revenue), or such other percentage as Bank establishes under Section 2.1.1, and (b) with respect to Advances
based on Non-Formula Placeholder Invoices, one hundred percent (100.0%).


 


“Advance Request
and Invoice Transmittal” shows Eligible Accounts, Aggregate Eligible Accounts and/or Non-Formula Placeholder
Invoices, which Bank may finance, and (a) with respect to requests for Advances based upon Eligible Accounts, includes the Account
Debtor’s name, address, invoice amount, invoice date and invoice number, (b) with respect to requests for Advances based
upon Aggregate Eligible Accounts, includes (i) the Account Debtor’s name, address, invoice amount, invoice date and invoice
number, (ii) the current outstanding amount of Advances made based upon Aggregate Eligible Accounts, and (iii) the Aggregate Eligible
Accounts



    	23



    	



    

Availability Amount, and (c) with respect
to requests for Advances based upon Non-Formula Placeholder Invoices, the requested amount of such Advance.


 


“Affiliate”
of any Person is a Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by
or is under common control with the Person, and each of that Person’s senior executive officers, directors, partners and,
for any Person that is a limited liability company, that Person’s managers and members.


 


“Aggregate
Eligible Accounts” is defined in Section 2.1.1.


 


“Aggregate
Eligible Accounts Availability Amount” is the lesser of (a) the Availability Amount, and (b) the Borrowing Base.


 


“Amortization
Date” is April 1, 2011.


 


“Anniversary
Date” is the date that is one (1) year from the Effective Date.


 


“Applicable
Rate” is (a) with respect to Financed Receivables based upon individual Eligible Accounts, a per annum rate equal to
the Prime Rate plus one and three-quarters of one percent (1.75%), (b) with respect to Advances based upon Aggregate Eligible
Accounts, a per annum rate equal to the Prime Rate plus one and one-quarter of one percent (1.25%), (c) with respect to Advances
based upon Non-Formula Placeholder Invoices, a per annum rate equal to the Prime Rate, and (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%).


 


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


 


“Bank Expenses”
are all audit fees and expenses, costs, and expenses (including reasonable attorneys’ fees and expenses) for preparing,
amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred
in connection with appeals or Insolvency Proceedings) or otherwise incurred with respect to Borrower.


 


“Borrower’s
Books” are all Borrower’s books and records including ledgers, federal and state tax returns, records regarding
Borrower’s assets or liabilities, the Collateral, business operations or financial condition, and all computer programs
or storage or any equipment containing such information.


 


“Borrowing
Base” is the Advance Rate multiplied by Borrower’s Aggregate Eligible Accounts (without duplication to any offsets
taken in accordance with the definition of Advance Rate, net of any offsets related to each specific Account Debtor (including
Deferred Revenue related to contracts with cancellable terms but excluding all Permitted Deferred Revenue)).


 


“Borrowing
Base Certificate” is that certain certificate in the form attached hereto as Exhibit F.


 


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


 


“Claims”
is defined in Section 12.2.


 


“Code”
is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of New York; provided,
that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently
in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided
further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority
of, or remedies with respect to, Bank’s Lien on any Collateral is governed by the Uniform Commercial Code in effect in a
jurisdiction other than the State of New York, the term “Code” shall mean the Uniform Commercial Code as enacted
and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection,
priority, or remedies and for purposes of definitions relating to such provisions.


 


“Collateral”
is any and all properties, rights and assets of Borrower described on Exhibit A.



    	24



    	



    



“Collateral
Handling Fee” is defined in Section 2.2.4.


 


“Collections”
are all funds received by Bank from or on behalf of an Account Debtor for Financed Receivables.


 


“Compliance
Certificate” is (a) prior to the Working Capital Line Termination Event, the compliance certificate attached as Exhibit
B, and (b) upon and after the Working Capital Line Termination Event, the compliance certificate attached as Exhibit
C.


 


“Contingent
Obligation” is, for any Person, any direct or indirect liability, contingent or not, of that Person for (a) any indebtedness,
lease, dividend, letter of credit or other obligation of another such as an obligation, in each case, directly or indirectly guaranteed,
endorsed, co-made, discounted or sold with recourse by that Person, or for which that Person is directly or indirectly liable;
(b) any obligations for undrawn letters of credit for the account of that Person; and (c) all obligations from any interest rate,
currency or commodity swap agreement, interest rate cap or collar agreement, or other agreement or arrangement designated to protect
a Person against fluctuation in interest rates, currency exchange rates or commodity prices: but “Contingent Obligation”
does not include endorsements in the ordinary course of business. The amount of a Contingent Obligation is the stated or determined
amount of the primary obligation for which the Contingent Obligation is made or, if not determinable, the maximum reasonably anticipated
liability for it determined by the Person in good faith; but the amount may not exceed the maximum of the obligations under any
guarantee or other support arrangement.


 


“Credit Extension”
is any Advance, the Term Advance, or any other extension of credit by Bank for Borrower’s benefit.


 


“Current Liabilities”
are all obligations and liabilities of Borrower to Bank, plus, without duplication, the aggregate amount of Borrower’s
Total Liabilities that mature within one (1) year.


 


“Default Rate”
is a per annum rate of interest which is three percent (3.0%) above the rate that is then in effect.


 


“Deferred
Revenue” is all amounts received or invoiced, as appropriate, in advance of performance under contracts and not yet
recognized as revenue.


 


“Early Termination
Fee” is defined in Section 2.1.1.


 


“EBITDA” means
earnings before interest, taxes, depreciation and amortization in accordance with GAAP.


 


“Effective
Date” is defined in the preamble of this Agreement.


 


“Eligible Accounts”
are billed Accounts in the ordinary course of Borrower’s business that meet all Borrower’s representations and
warranties in Section 5.3, have been, at the option of Bank, confirmed in accordance with Section 2.1.l(d), and, while Borrower
is not Streamline Facility Eligible, are due and owing from Account Debtors deemed creditworthy by Bank in its sole discretion.
Without limiting the fact that the determination of which Accounts are eligible hereunder is a matter of Bank discretion in each
instance, Eligible Accounts shall not include the following Accounts (which criteria may be amended or changed with notice to Borrower
(i) in Bank’s sole discretion when Borrower is not Streamline Facility Eligible, or (ii) in Bank’s good faith discretion
when Borrower is Streamline Facility Eligible):


 


(a) Accounts that the
Account Debtor has not paid within one hundred twenty (120) days of invoice date regardless of invoice payment period terms, other
than Eligible Extended Term Accounts;


 


(b) Accounts owing from
an Account Debtor which does not have its principal place of business in the United States or Canada, unless otherwise approved
by Bank in writing on a case-by-case basis in its sole discretion;


 


(c) Accounts billed
and/or payable outside of the United States, unless otherwise approved by Bank in writing on a case-by-case basis in its sole discretion;



    	25



    	



    

(d) Accounts owing from
an Account Debtor to the extent that Borrower is indebted or obligated in any manner to the Account Debtor (as creditor, lessor,
supplier or otherwise - sometimes called “contra” accounts, accounts payable, customer deposits or credit accounts),
with the exception of customary credits, adjustments and/or discounts given to an Account Debtor by Borrower in the ordinary course
of its business;


 


(e) Accounts for which
the Account Debtor is Borrower’s Affiliate, officer, employee, or agent;


 


(f) Accounts
owing from an Account Debtor which is a United States government entity or any department, agency, or instrumentality thereof unless
Borrower has assigned its payment rights to Bank and the assignment has been acknowledged under the Federal Assignment of Claims
Act of 1940, as amended;


 


(g) Accounts for demonstration
or promotional equipment, or in which goods are consigned, or sold on a “sale guaranteed”, “sale or return”,
“sale on approval”, or other terms if Account Debtor’s payment may be conditional:


 


(h) Accounts owing from
an Account Debtor that has not been invoiced or where goods or services have not yet been rendered to the Account Debtor (sometimes
called memo billings or pre-billings);


 


(i) other than with
respect to Permitted Deferred Revenue, Accounts subject to contractual arrangements between Borrower and an Account Debtor where
payments shall be scheduled or due according to completion or fulfillment requirements where the Account Debtor has a right of
offset for damages suffered as a result of Borrower’s failure to perform in accordance with the contract (sometimes called
contracts accounts receivable, progress billings, milestone billings, or fulfillment contracts);


 


(j) other than with
respect to Permitted Deferred Revenue, Accounts owing from an Account Debtor the amount of which may be subject to withholding
based on the Account Debtor’s satisfaction of Borrower’s complete performance (but only to the extent of the amount
withheld; sometimes called retainage billings);


 


(k) Accounts subject
to trust provision, subrogation rights of a bonding company, or a statutory trust;


 


(l) Accounts owing from
an Account Debtor that has been invoiced for goods that have not been shipped to the Account Debtor unless Bank, Borrower, and
the Account Debtor have entered into an agreement acceptable to Bank in its sole discretion wherein the Account Debtor acknowledges
that (i) it has title to and has ownership of the goods wherever located, (ii) a bona fide sale of the goods has occurred, and
(iii) it owes payment for such goods in accordance with invoices from Borrower (sometimes called “bill and hold accounts);


 


(m) Accounts for which
the Account Debtor has not been invoiced;


 


(n) Accounts that represent
non-trade receivables or that are derived by means other than in the ordinary course of Borrower’s business;


 


(o) Accounts subject
to chargebacks or other payment deductions taken by an Account Debtor (but only to the extent the chargeback is determined invalid
and subsequently collected by Borrower);


 


(p) Accounts owing from
an Account Debtor with respect to which Borrower has received Deferred Revenue related to contracts with cancellable terms (but
only to the extent of such Deferred Revenue);


 


(q) with respect
to Advances based upon Aggregate Eligible Accounts, Accounts owing from an Account Debtor, fifty percent (50.0%) or more of
whose Accounts have not been paid within one hundred twenty (120) days of invoice date (or one hundred fifty (150) days for
Eligible Extended Term Accounts):


 


(r) Accounts in which
the Account Debtor disputes liability or makes any claim (but only up to the disputed or claimed amount), or if the Account Debtor
is subject to an Insolvency Proceeding, or becomes insolvent, or goes out of business; and


 


(s) Accounts for which
Bank in its good faith business judgment determines collection to be doubtful.



    	26



    	



    

“Eligible Extended
Term Accounts” are Accounts which are otherwise Eligible Accounts but for the fact the Account Debtor has not paid within
one hundred twenty (120) days of invoice date, provided that (a) such Accounts are not unpaid more than one hundred fifty (150)
days after invoice date, (b) such Accounts are owing from Account Debtors that are Fortune 500 companies, and (c) the aggregate
amount of Advances in respect to such Accounts outstanding may not exceed One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00)
at any time.


 


“Equipment”
is all “equipment” as defined in the Code with such additions to such term as may hereafter be made, and includes
without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of
the foregoing.


 


“Equity Event”
is the receipt by Borrower of proceeds from the sale of Borrower’s equity securities, resulting in unrestricted net cash
proceeds to Borrower of at least Forty Million Dollars ($40,000,000.00).


 


“ERISA”
is the Employee Retirement Income Security Act of 1974, and its regulations.


 


“Events of
Default” are set forth in Section 8.


 


“Finance Charges”
is defined in Section 2.2.3.


 


“Financed Receivables”
are all those Eligible Accounts, Aggregate Eligible Accounts and Non-Formula Placeholder Invoices, including their proceeds
which Bank finances and makes an Advance, as set forth in Section 2.1.1. A Financed Receivable stops being a Financed Receivable
(but remains Collateral) when the Advance made for the Financed Receivable has been fully paid.


 


“Financed Receivable
Balance” is the total outstanding gross face amount, at any time, of any Financed Receivable.


 


“Funding Date”
is any date on which a Credit Extension is made to or for the account of Borrower which shall be a Business Day.


 


“GAAP”
is generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board or in such other statements by such other Person as may be approved by a significant segment of the accounting profession,
which are applicable to the circumstances as of the date of determination.


 


“Good Faith
Deposit” is defined in Section 2.2.9.


 


“Governmental
Approval” is any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration,
filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.


 


“Governmental
Authority” is any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative
functions of or pertaining to government, any securities exchange and any self-regulatory organization.


 


“Indebtedness”
is (a) indebtedness for borrowed money or the deferred price of property or services, such as reimbursement and other obligations
for surety bonds and letters of credit, (b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital
lease obligations and (d) Contingent Obligations.


 


“Indemnified
Person” is defined in Section 12.2.


 


“Insolvency
Proceeding” is any proceeding by or against any Person under the United States Bankruptcy Code or any other bankruptcy
or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or
proceedings seeking reorganization, arrangement, or other relief.



    	27



    	



    

“Inventory”
is all “inventory” as defined in the Code in effect on the date hereof with such additions to such term as may
hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials,
work in process and finished products, including without limitation such inventory as is temporarily out of Borrower’s custody
or possession or in transit and including any returned goods and any documents of title representing any of the above.


 


“Investment”
is any beneficial ownership of (including stock, partnership interest or other securities) any Person, or any loan, advance
or capital contribution to any Person.


 


“Key Person”
is Borrower’s Chief Executive Officer.


 


“Lien”
is a claim, mortgage, deed of trust, levy, charge, pledge, security interest or other encumbrance of any kind, whether voluntarily
incurred or arising by operation of law or otherwise against any property.


 


“Loan Documents”
are, collectively, this Agreement, the Perfection Certificate, any subordination agreements, any note, or notes or guaranties
executed by Borrower, and any other present or future agreement between Borrower and/or for the benefit of Bank in connection with
this Agreement, all as amended, restated, or otherwise modified.


 


“Loan Fees”
is defined in Section 2.2.2.


 


“Lockbox”
is defined in Section 2.2.7.


 


“Material Adverse
Change” is: (a) a material impairment in the perfection or priority of Bank’s security interest in the Collateral
or in the value of such Collateral; (b) a material adverse change in the business, operations, or condition (financial or otherwise)
of Borrower; (c) a material impairment of the prospect of repayment of any portion of the Obligations; or (d) Bank determines,
based upon information available to it and in its reasonable judgment, that there is a substantial likelihood that Borrower shall
fail to comply with one or more of the financial covenants in Section 6 during the next succeeding financial reporting period.


 


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


 


“Minimum Finance
Charge” is Forty Thousand Dollars ($40,000.00).


 


“Modified Liquidity
Ratio” is the ratio of (a) Borrower’s unrestricted cash and cash equivalents maintained with Bank plus eighty percent
(80.0%) of Eligible Accounts, to (b) all obligations and liabilities of Borrower to Bank.


 


“Non-Formula
Line Eligible” means, as of any day during any Subject Month, Borrower has provided evidence to Bank that it (a) had
an Adjusted Quick Ratio of at least 2.0 to 1.0 as of the last day of the applicable Testing Month, and (b) has an Adjusted Quick
Ratio of at least 2.0 to 1.0 on such day.


 


“Non-Formula
Placeholder Invoice” is a “placeholder invoice” maintained on the books of Bank which is not based on Eligible
Accounts or Aggregate Eligible Accounts with a face amount to be determined by Borrower and Bank (which face amount is based on
the amount of the corresponding Advance).


 


“Obligations”
are Borrower’s obligations to pay when due any debts, principal, interest, Bank Expenses and other amounts Borrower
owes Bank now or later, whether under this Agreement, the Loan Documents, or otherwise, including, without limitation, all
obligations relating to letters of credit (including reimbursement obligations for drawn and undrawn letters of credit), cash
management services, and foreign exchange contracts, if any, and including interest accruing after Insolvency Proceedings
begin and debts, liabilities, or obligations of Borrower assigned to Bank, and to perform Borrower’s duties under the
Loan Documents.


 


“Payment/Advance
Form” is that certain form attached hereto as Exhibit D.


 


“Perfection
Certificate” is defined in Section 5.1.



    	28



    	



    


“Permitted Acquisitions” are acquisitions
(whether of a target’s capital stock or assets) by, and/or mergers or consolidations involving, Borrower or a Subsidiary
of Borrower, where each of the following conditions are met: (a) if Borrower or such Subsidiary uses cash as the consideration,
the total cash consideration for all such transactions in any fiscal year of Borrower does not in the aggregate exceed Three Million
Dollars ($3,000,000.00); (b) if shares of Borrower’s capital stock and/or securities or instruments convertible into or exercisable
for shares of Borrower’s capital stock are used as the consideration (“Share Consideration”), the number of shares
constituting such Share Consideration does not exceed, in the aggregate for all such transactions during the term of this Agreement
and while any Obligations remain outstanding, ten percent (10.0%) of the total number of shares of Borrower common stock issued
and outstanding on and as of the date hereof, calculated on a fully-diluted, as-exercised, as-converted, common stock-equivalent
basis (as such number may be adjusted for stock splits, stock dividends and the like); (c) Borrower is the surviving legal entity;
(d) Borrower provides to Bank evidence reasonably satisfactory to Bank of Borrower’s pro forma compliance with the financial
covenants set forth in Section 6.7 for the next testing period after given effect to such merger, consolidation or acquisition;
and (e) if the entity acquired is to be maintained as a separate Subsidiary, Borrower has delivered all documents required by Bank
in order to make any such domestic entity a co-borrower or a secured guarantor (as determined by Bank) and to grant Bank a lien
in all of any such domestic entity’s assets.


 


“Permitted Deferred Revenue” is
all of Borrower’s Deferred Revenue other than Deferred Revenue related to contracts with cancellable terms (but only to the
extent of such cancellable terms).


 


“Permitted Indebtedness” is:


 


(a) Borrower’s indebtedness to Bank under this
Agreement or the Loan Documents;


 


(b) Indebtedness existing on the Effective Date which
is disclosed in the Perfection Certificate;


 


(c) Subordinated Debt;


 


(d) (i) reimbursement obligations under corporate
credit cards, not to exceed Three Hundred Fifty Thousand Dollars ($350,000.00) in the aggregate at any time, and (ii) cash-collateralized
letters of credit not to exceed Seven Hundred Fifty Thousand Dollars ($750,000.00) in the aggregate at any time; provided, however,
such Indebtedness shall only be permitted until the maturity or expiration thereof (pursuant to the documents in effect on the
Effective Date) at which point such facilities shall only be Permitted Indebtedness if provided by Bank;


 


(e) other unsecured Indebtedness
in an amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000.00) at any time outstanding;


 


(f) Indebtedness to trade creditors incurred in the
ordinary course of business;


 


(g) Indebtedness secured by Permitted Liens; and


 


(h) Extensions, refinancings and renewals of any
items of Permitted Indebtedness, provided that the principal amount is not increased or the terms modified to impose more burdensome
terms upon Borrower or its Subsidiary, as the case may be.


 


“Permitted Investments” are: (a)
Investments existing on the Effective Date which are disclosed in the Perfection Certificate, (b) the Security Deposits, (c) (i)
marketable direct obligations issued or unconditionally guaranteed by the United States or its agency or any state maturing within
one (1) year from its acquisition, (ii) commercial paper maturing no more than one (1) year after its creation and having the highest
rating from either Standard & Poor’s Corporation or Moody’s Investors Service, Inc., and (iii) Bank’s certificates
of deposit issued maturing no more than one (1) year after issue, (d) Investments in Everyday Health India Private Limited for
the ordinary and necessary current operating expenses of such entity in an aggregate amount not to exceed Two Hundred Fifty Thousand
Dollars ($250,000.00) per month, (e) Investments accepted in connection with Transfers permitted under Section 7.1, (f) Investments
not to exceed Two Hundred Fifty Thousand Dollars ($250,000.00) outstanding in the aggregate at any time consisting of (i) travel
advances and employee relocation loans and other employee loans and advances in the ordinary course of business, and (ii) loans
to employees, officers or directors relating to the purchase of equity securities of Borrower or its Subsidiaries pursuant to stock
purchase plan



    	29



    	



    

agreements approved by Borrower’s board
of directors; (g) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers
or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary
course of Borrower’s business, (h) Investments consisting of notes receivable of, or prepaid royalties and other credit
extensions, to customers and suppliers who are not Affiliates in the ordinary course of business, provided that this clause (h)
shall not apply to Investments of Borrower in any Subsidiary, (i) joint ventures or strategic alliances in the ordinary course
of Borrower’s business consisting of licensing of technology, the development of technology or the providing of technical
support, provided that any cash Investments by Borrower does not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) in the
aggregate in any fiscal year, (j) Investments in connection with the completion of a Permitted Acquisition, and (k) any
other investments administered through Bank.


 


“Permitted Liens” are:


 


(a) Liens arising under this Agreement or other Loan
Documents, or otherwise existing on the Effective Date which are disclosed on the Perfection Certificate;


 


(b) Liens for taxes, fees, assessments or other government
charges or levies, either not delinquent or being contested in good faith and for which Borrower maintains adequate reserves on
its Books, if they have no priority over any of Bank’s security interests;


 


(c) Purchase money Liens securing
no more than Five Hundred Thousand Dollars ($500,000.00) in the aggregate amount outstanding (i) on equipment acquired or held
by Borrower incurred for financing the acquisition of the equipment, or (ii) existing on equipment when acquired, if the
Lien is confined to the property and improvements and the proceeds of the equipment;


 


(d) Liens securing Subordinated Debt so long as Bank
has consented to such Liens in writing;


 


(e) Liens arising from judgment, decrees or attachments
in circumstances not constituting an Event of Default;


 


(f) Leases or subleases
and licenses or sublicenses granted in the ordinary course of Borrower’s business, if the leases, subleases,
licenses and sublicenses permit granting Bank a security interest; and


 


(g) Liens incurred in the extension,
renewal or refinancing of the indebtedness secured by Liens described in (a) through (f), but any extension, renewal
or replacement Lien must be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness
may not increase.


 


“Person” is any individual, sole
proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated organization, association,
corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency.


 


“Prepayment Premium”
is (a) on or prior to the date that is one (1) year after the Funding Date, three percent (3.0%) of the principal amount of the
Term Advance prepaid, (b) after the date that is one (1) year after the Funding Date but on or prior to the date that is
two (2) years after the Funding Date, two percent (2.0%) of the principal amount of the Term Advance prepaid, and (c) after the
date that is two (2) years after the Funding Date but on or prior to the date that is three (3) years after the Funding Date,
one percent (1.0%) of the principal amount of the Term Advance prepaid. For sake of clarity, a prepayment shall include any payment
hereunder made in connection with the Term Advance prior to the Term Loan Maturity Date that is not a scheduled payment of principal
or interest.


 


“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.


 


“Quick Assets”
is, on any date, Borrower’s unrestricted cash and cash equivalents maintained with Bank and net billed accounts receivable,
determined according to GAAP.


 


“Reconciliation Period” is each
calendar month.






    	30



    	



    

“Registered Organization” is any
“registered organization” as defined in the Code with such additions to such term as may hereafter be made.


 


“Requirement of Law” is as to
any Person, the organizational or governing documents of such Person, and any law (statutory or common), treaty, rule or regulation
or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person
or any of its property or to which such Person or any of its property is subject.


 


“Responsible Officer” is any of
the Chief Executive Officer, President, Chief Financial Officer and Vice President of Finance of Borrower.


 


“Security Deposits” is defined
in Section 6.5(a).


 


“Streamline Facility
Eligible” means, as of any day during any Subject Month, Borrower has provided evidence to Bank that (a) (i) it had
a Modified Liquidity Ratio of at least 1.0 to 1.0 measured as of the last day of the applicable Testing Month for any Testing
Month that is one of the first two (2) months of each calendar quarter, or (ii) it had a Modified Liquidity Ratio of at least
1.15 to 1.0 measured as of the last day of the applicable Testing Month for any Testing Month that is the third (3rd)
month of each calendar quarter, and (b) (i) it has a Modified Liquidity Ratio of at least 1.0 to 1.0 on such day during any Subject
Month that is one of the first two (2) months of each calendar quarter, or (ii) it has a Modified Liquidity Ratio of at least
1.15 to 1.0 on such day during any Subject Month that is the third (3rd) month of each calendar quarter.


 


“Subject Month” is the month which
is two (2) calendar months after any Testing Month.


 


“Subordinated Debt” is indebtedness
incurred by Borrower subordinated to all of Borrower’s now or hereafter indebtedness to Bank (pursuant to a subordination,
intercreditor, or other similar agreement in form and substance satisfactory to Bank entered into between Bank and the other creditor),
on terms acceptable to Bank.


 


“Subsidiary” is, with respect
to any Person, any Person of which more than fifty percent (50.0%) of the voting stock or other equity interests (in the case of
Persons other than corporations) is owned or controlled directly or indirectly by such Person or one or more of Affiliates of such
Person.


 


“Term Advance” is defined in Section
2.1.2(a).


 


“Term Advance Fee” is defined
in Section 2.2.2.


 


“Term Loan Maturity
Date” is the first (1st) calendar day of the month that is the thirty-fifth (35th) month following
the Amortization Date.


 


“Term Loan Payment” is defined
in Section 2.1.2(b).


 


“Testing Month is any month with respect
to which Bank has tested Borrower’s (a) Modified Liquidity Ratio to determine whether Borrower is Streamline Facility Eligible,
or (b) Adjusted Quick Ratio in order to determine whether Borrower is Non-Formula Line Eligible.


 


“Total Liabilities” is on any
day, obligations that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including
all Indebtedness.


 


“Transfer” is defined in Section
7.1.


 


“Working Capital Line Termination Event” is the occurrence of both (a) the Maturity Date (including any early termination) and (b) Borrower’s repayment in full
of all Obligations with respect to Advances made pursuant to Section 2.1.1.


 


“Working Capital Line Fee” is
defined in Section 2.2.2.


 


[Signature page follows.]






    	31



    	



    

IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed as of the Effective Date.


 


BORROWER:


 


EVERYDAY HEALTH, INC.


 


	By:	/s/ Alan Shapiro	 
	Name: 	Alan Shapiro	 
	Title:	Executive Vice President, General Counsel and
Secretary	 


 


CAREPAGES, INC.


 


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


 


REVOLUTION HEALTH GROUP LLC


 


	By:	/s/ Alan Shapiro	 
	Name: 	Alan Shapiro	 
	Title:	General Counsel and Secretary	 


 


BANK:


 


SILICON VALLEY BANK


 





	By:	/s/ Michael McMahon	 
	Name: 	Michael McMahon	 
	Title:	VP	 




    	32



    	



    



EXHIBIT A


 


The Collateral consists of all of Borrower’s right, title and
interest in and to the following:


 


All goods, equipment, inventory, contract rights
or rights to payment of money, leases, license agreements, franchise agreements, general intangibles (including payment intangibles)
accounts (including health-care receivables), documents, instruments (including any promissory notes), chattel paper (whether tangible
or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by
a writing), commercial tort claims, securities, and all other investment property, supporting obligations, and financial assets,
whether now owned or hereafter acquired, wherever located; and any copyright rights, copyright applications, copyright registrations
and like protections in each work of authorship and derivative work, whether published or unpublished, now owned or later acquired;
any patents, trademarks, service marks and applications therefor; trade styles, trade names, any trade secret rights, including
any rights to unpatented inventions, know-how, operating manuals, license rights and agreements and confidential information, now
owned or hereafter acquired; or any claims for damages by way of any past, present and future infringement of any of the foregoing;
and


 


All Borrower’s books relating to the foregoing
and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories,
accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing.


 


Notwithstanding the foregoing, the Collateral shall
not be deemed to include (i) any ownership interest in Everyday Health India Private Limited, (ii) any ownership interest in any
other foreign subsidiary in excess of 65% of the total outstanding voting interest in such foreign subsidiary, (iii) the Security
Deposits (as defined in the Loan and Security Agreement between Borrower and Bank) but only to the extent that the granting of
a lien to Bank in the Security Deposits would result in a default by Borrower under the documents evidencing such Security Deposits,
or (iv) any copyrights (including computer programs, blueprints and drawings), copyright applications, copyright registration and
like protection in each work of authorship and derivative work thereof, whether published or unpublished, now owned or hereafter
acquired; any design rights; any patents, patent applications and like protections including without limitation improvements, divisions,
continuations, renewals, reissues, extensions and continuations-in-part of the same, trademarks, servicemarks and applications
therefor, whether registered or not, except that the Collateral shall include all accounts, license and royalty fees and other
revenues, proceeds, or income arising out of or relating to any of the foregoing.


 


Borrower and Bank are parties to that certain negative
pledge arrangement whereby Borrower, in connection with Bank’s loan(s) to Borrower, has agreed not to sell, transfer, assign,
mortgage, pledge, lease grant a security interest in, or encumber any of its intellectual property without Bank’s prior written
consent, except as permitted in the Loan and Security Agreement between Borrower and Bank.



    	1



    	



    


EXHIBIT B


 





 


SPECIALTY FINANCE DIVISION 

Compliance Certificate


 


I, an authorized officer of EVERYDAY HEALTH, INC.,
CAREPAGES, INC. and REVOLUTION HEALTH GROUP LLC (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 (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.



    	1



    	



    


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.


 


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
Covenant




 


	 	 	Required	 	Actual	 	Compliance
	 	 	 	 	 	 	 
	Adjusted EBITDA (quarterly)	 	$______*	 	$______	 	Yes  No  N/A
	 	 	 	 	 	 	 
	Minimum unrestricted and Unencumbered cash (from the Effective Date through the
    making of the Term Advance)	 	$10,000,000	 	$______	 	Yes  No  N/A
	 	 	 	 	 	 	 
	Adjusted Quick Ratio (monthly)**	 	1.50:1.0	 	____:1.0	 	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.


 


Streamline Facility Eligibility


 


	 	 	Required	 	Actual	 	Eligible
	 	 	 	 	 	 	 
	Modified Liquidity Ratio (first or second month of each calendar quarter)	 	≥1.0 : 1.0	 	____ : 1.0	 	Yes  No  N/A
	 	 	 	 	 	 	 
	Modified Liquidity Ratio (third month of each calendar quarter)	 	≥1.15 : 1.0	 	____ : 1.0	 	Yes  No  N/A





    	2



    	



    


Non-Formula Line Facility Eligibility


 


	 	 	Required	 	Actual	 	Eligible
	 	 	 	 	 	 	 
	Adjusted Quick Ratio	 	≥ 2.0 : 1.0	 	____ : 1.0	 	Yes  No



 


Sincerely,


 


EVERYDAY HEALTH, INC.


CAREPAGES, INC.


REVOLUTION HEALTH GROUP LLC


 


	 
	Signature
	 
	Title
	 
	Date




    	3



    	



    


EXHIBIT C


 


COMPLIANCE CERTIFICATE


 


	TO:	SILICON VALLEY BANK	 	Date: 	 
	FROM: 	 	 	 	 


 


The undersigned authorized officer of EVERYDAY HEALTH, INC., CAREPAGES,
INC. and REVOLUTION HEALTH GROUP LLC (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
	10-Q, 10-K and 8-K	 	Within 5 days after filing with SEC	 	Yes  No  N/A


 

	Financial Covenant	 	Required	 	Actual	 	Complies
	 	 	 	 	 	 	 
	Adjusted EBITDA (quarterly)	 	$______*	 	$______	 	Yes  No  N/A
	Minimum Unrestricted and Unencumbered Cash (from the Effective Date through the making of the Term Advance)	 	$10,000,000	 	$______	 	Yes  No  N/A 
	Adjusted Quick Ratio** (monthly)	 	1.50:1.0		____:1.0	 	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.



    	4



    	



    


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.


Carepages, Inc.


Revolution Health Group, LLC


 


	By: 	 



	Name: 	 



	Title: 	 






BANK USE ONLY




 


	Received by: 	 
		authorized
    signer




	Date: 	 



 


	Verified: 	 
		authorized
    signer





	Date: 	 



 


Compliance Status:              Yes        No  



 




    	5



    	



    


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	 	($4,300,000)
	Quarter ending June 30, 2011	 	$1.00
	Quarter ending September
    30, 2011, and as of the last day of each quarter thereafter	 	$750,000


 


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.	On or prior to May 31, 2011 and only to the
    extent disclosed in its profit and loss statements delivered to Bank, up to One Million Two Hundred Thousand Dollars
    ($1,200,000.00) in aggregate earn-out payments made as a result of the 2008 acquisition of Nurture Media LLC	 	$________
	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	 





    	6



    	



    


II. Minimum Cash (Section 6.7(b)


 


Required              $10,000,000


 


Actual


 


	A.  	Aggregate value of the unrestricted cash of Borrower maintained with Bank from the Effective Date through the making of the Term Advance	 	$________


 


Is line A equal to or greater than $10,000,000?


 





	______ No, not in compliance	 	 ______ Yes, in compliance	 


 


III. Adjusted Quick Ratio (Section 6.7(c) - if applicable)


 


Required:        32.0:1.0


 


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 2.0:1:0?


 




	______ No, not in compliance	 	 ______ Yes, in compliance	 






    	7



    	



    


EXHIBIT
D


 


LOAN PAYMENT/ADVANCE
REQUEST FORM


 


Deadline
for same day processing is Noon Eastern Time


 


	Fax To:	Date: __________________



 


Loan
Payment:


 


Everyday Health,
Inc.

Carepages, Inc.

Revolution Health Group LLC


 


	From Account # ___________________________	 	To Account #_______________________________
	                                 (Deposit Account #)	 	(Loan Account #)
	Principal $________________________________	 	and/or Interest ___________________________
	 	 	 
	Authorized Signature: ____________________	 	Phone Number: ______________________
	Print Name/Title: ________________________	 	 


 


 


Loan
Advance:


 


Complete Outgoing Wire Request section
below if all or a portion of the funds from this loan advance are for an outgoing wire.


 


	From Account #_____________________________	 	To Account #_______________________________
	                                 (Loan Account #)	 	(Deposit Account #)
	 	 	 
	Amount of Term Advance $ ___________________________	 	 



 


All Borrower’s
representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the
date of the request for an advance; 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:


 


	Authorized Signature: ____________________	 	Phone Number: __________________________
	Print Name/Title: ________________________	 	 



 


Outgoing
Wire Request:


Complete only
if all or a portion of funds from the loan advance above is to be wired.


Deadline for same
day processing is noon, Eastern Time


 


	Beneficiary Name: __________________________	 	Amount of Wire: $_______________________
	Beneficiary Bank: __________________________	 	Account Number: ________________________
	City and State: _________________________	 	 


 


	Beneficiary
    Bank Transit (ABA) #: _________	 	Beneficiary Bank Code (Swift, Sort, Chip, etc.): ______
	 	 	        (For International Wire Only)
	 	 	 
	Intermediary Bank: _____________________	 	Transit (ABA) #: ________________________



	For Further Credit to: __________________________________________________________________________________
	 
	Special Instruction: __________________________________________________________________________________






    	8



    	



    

By signing below, / (we) acknowledge
and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set
forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me
(us).


 


	Authorized Signature: ________________________	 	2nd Signature (if required): ____________________
	Print Name/Title: ____________________________	 	Print Name/Title: ___________________________
	Telephone #: _______________________________	 	Telephone #: ______________________________







    	9



    	



    

EXHIBIT E


 


[To be provided by
Bank]






    	10



    	



    

EXHIBIT F


 


BORROWING BASE CERTIFICATE


 


	Borrower:	Everday Health, Inc., Carepages, Inc. and Revolution Health Group LLC 
	Lender:	Silicon Valley Bank 
	Commitment Amount: $20,000,000.00



 


	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	 	$20,000,000.00
	26.	Total Funds Available (Lesser of #24 or #25)	 	$___________
	27.	Present balance owing on Line of Credit	 	$___________
	28.	RESERVE POSITION (#26 minus #27)	 	$___________


 


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.



    	11



    	



    


COMMENTS:


 


EVERYDAY HEALTH, INC.


CAREPAGES, INC.


REVOLUTION HEALTH GROUP, LLC


 


	By: 	 
	 	Authorized Signer



	Date: 	 









	BANK USE ONLY
	Received by: 	 
		authorized
    signer



	Date: 	 



	Verified: 	 
		authorized
    signer



	Date: 	 



Compliance Status:             Yes         No  









    	12