Exhibit
    10.6


 


SUBORDINATED
LOAN AND SECURITY AGREEMENT


 


This SUBORDINATED
LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 22, 2012 (the “Effective Date”)
by and among: (a) SILICON VALLEY BANK, a California corporation (“SVB”; and in its capacity as
Administrative Agent, the “Agent”), (b) SVB, SILVER LAKE WATERMAN FUND, L.P., a Delaware limited partnership
(“Silver Lake”) and any other Lenders listed on Schedule 1 hereto and otherwise party hereto
from time to time (each a “Lender”, and collectively the “Lenders”), and (c) (i) EVERYDAY
HEALTH, INC., a Delaware corporation (“Everyday Health”), (ii) EVERYDAY HEALTH MEDIA, LLC, a Delaware
limited liability company (“Media”), and (iii) MEDPAGE TODAY, L.L.C., a New Jersey limited liability
company (“MedPage”) (Everyday Health, Media and MedPage are hereinafter jointly and severally, individually
and collectively, referred to as “Borrower”), provides the terms on which Lenders shall lend to Borrower and
Borrower shall repay Lenders. 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). 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 meaning 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 Lenders the outstanding principal amount of all Credit Extensions and accrued and unpaid
interest thereon as and when due in accordance with this Agreement.


 


2.1.1 Term Loan Advance.


 


(a) Availability. Subject
to the terms and conditions of this Agreement, within three (3) Business Days after the Effective Date, each Lender agrees (jointly
and not severally) to make one (1) advance available to Borrower in an amount equal to such Lender’s Commitment Percentage
multiplied by Thirty-Five Million Dollars ($35,000,000.00) (such advance, plus the Term Loan PIK Amount, the “Term Loan
Advance”). After repayment, the Term Loan Advance may not be reborrowed.


 


(b) Interest Payments. Commencing on the first Payment Date following the Funding Date of the Term Loan Advance, and
continuing on each Payment Date thereafter, Borrower shall make monthly payments of interest, in arrears, on the principal amount
of the Term Loan Advance (including the Term Loan PIK Amount) at the rate set forth in Section 2.2(a). In addition, any portion
of interest on the outstanding principal amount of the Term Loan Advance accruing at the Term Loan PIK Rate shall be paid-in-kind
by being added to the outstanding principal amount of the Term Loan Advance and any such interest so paid-in-kind shall be deemed
capitalized on the first (1st) calendar day of each month, and thereafter, the Term Loan Advance shall bear interest at the aggregate
rate as provided hereunder.


 


(c) Repayment. All outstanding principal and accrued and unpaid interest with respect to the Term Loan Advance (including
the Term Loan PIK Amount), and all other outstanding Obligations with respect to the Term Loan Advance, are due and payable in
full on the Term Loan Maturity Date.


 


(d) Permitted Prepayment. Borrower shall have the option to prepay all, but not less than all, of the Term Loan Advance,
provided Borrower (i) delivers written notice to Agent of its election to prepay the Term Loan Advance at least three (3) days
prior to such prepayment, and (ii) pays, on the date of such prepayment (A) all outstanding principal plus accrued and unpaid interest
with respect to the Term Loan Advance (including the Term Loan PIK Amount), (B) the Prepayment Premium, and (C) all other sums,
if any, that shall have become due and payable with respect to the Term Loan Advance (including the Term Loan PIK Amount), including
interest at the Default Rate with respect to any past due amounts.



    	 



    	



    

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


 


2.2 Payment of Interest on
the Term Loan Advance.


 


(a) 
Interest Rate. Subject to Section 2.2(b), the principal amount outstanding for the Term Loan Advance (including the
Term Loan PIK Amount) shall accrue interest at the aggregate of (i) a fixed per annum rate equal to ten and one-half of one percent
(10.50%), which interest shall be payable monthly in accordance with Section 2.2(e) below, plus (ii) the Term Loan PIK Rate, compounded
monthly, and payable on the Term Loan Maturity Date.


 


(b) 
Default Rate. Immediately upon the occurrence and during the continuance of an Event of Default, Obligations in connection
with the Term Loan Advance shall bear interest at a rate per annum which is three percentage points (3.0%) above the rate that
is otherwise applicable thereto (the “Default Rate”). Fees and expenses which are required to be paid by Borrower
pursuant to the Loan Documents (including, without limitation, Lender 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 2.2(b) 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 Agent or Lenders.


 


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


 


(d) 
Debit of Accounts. Agent may debit any of Borrower’s deposit accounts, including the Designated Deposit Account,
for principal (including the Term Loan PIK Amount) and interest payments or any other amounts Borrower owes Agent or Lenders when
due. These debits shall not constitute a set-off.


 


(e) Interest Payment Date. Unless otherwise provided, interest is payable monthly on the Payment Date.


 


2.3 Fees. Borrower shall pay
to Agent, for the ratable benefit of Lenders:


 


(a) 
Commitment Fee. A fully earned, non-refundable commitment fee of Five Hundred Twenty-Five Thousand Dollars ($525,000.00)
on the Effective Date (to be shared between the Lenders as follows: (i) Three Hundred Thousand Dollars ($300,000.00) to SVB and
(ii) Two Hundred Twenty-Five Thousand Dollars ($225,000.00) to Silver Lake);


 


(b) 
Prepayment Premium. The Prepayment Premium, when due hereunder; and


 


(c) 
Lender Expenses. All Lender Expenses (including reasonable attorneys’ fees and expenses for documentation and negotiation
of this Agreement) incurred through and after the Effective Date, when due.


 


2.4
Payments. All payments (including prepayments) to be made by Borrower under any Loan Document shall be made in
immediately available funds in Dollars, without setoff or counterclaim, before 12:00 p.m. Eastern time on the date when
due. Payments of principal and/or interest received after 12:00 p.m. Eastern time are considered received at the opening
of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment shall be due
the next Business Day, and additional fees or interest, as applicable, shall continue to accrue until paid.


 


3 CONDITIONS
OF LOANS



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


 


(a) 
duly executed original signatures to the Loan Documents;


 


(b) 
duly executed original signatures to the SVB Control Agreement and any other Control Agreement(s) required by Agent;


 


(c) 
Borrower’s Operating Documents and (i) a long form good standing certificate of each of Everyday Health and Media certified
by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date, and
(ii) a long form good standing certificate of MedPage certified by the Secretary of State of the State of New Jersey as of a date
no earlier than thirty (30) days prior to the Effective Date;


 


(d) 
certificates of good standing of Borrower (with respect to Everyday Health, for New York, New Jersey, California, Massachusetts,
Pennsylvania and Ohio; with respect to Media, for New York and California; and with respect to MedPage, for California, District
of Columbia, Maryland, New York, Ohio, Pennsylvania and West Virginia), certified by the applicable Secretary of State as of a
date no earlier than thirty (30) days prior to the Effective Date;


 


(e) 
a (i) Secretary’s Corporate Borrowing Certificate with completed Borrowing Resolutions for Everyday Health and (ii) Limited
Liability Company Borrowing Certificate with completed Borrowing Resolutions for each of Media and MedPage;


 


(f) 
duly executed original signature page to a payoff letter from ESCALATE CAPITAL PARTNERS SBIC I, L.P.; 


 


(g) 
evidence that (i) the Liens securing Indebtedness owed by Borrower to ESCALATE CAPITAL PARTNERS SBIC I, L.P. will be terminated
and (ii) the documents and/or filings evidencing such Liens, including without limitation any financing statements and/or control
agreements, have or will, concurrently with the initial Credit Extension, be terminated;


 


(h)
certified copies, dated as of a recent date, of financing statement searches, as Agent or Lenders shall request, accompanied by
written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute
Permitted Liens or have been or, in connection with the initial Term Loan Advance, will be terminated or released;


 


(i)
the Perfection Certificate of Borrower, together with the duly executed original signatures thereto;


 


(j)
a landlord’s consent in favor of Agent, for the ratable benefit of Lenders, with respect to Borrower’s location at
37 Main Street/4 Marshall Street, North Adams, Massachusetts 01247, together with the duly executed original signatures thereto;


 


(k)
a bailee’s waiver in favor of Agent, for the ratable benefit of Lenders, from SunGard Availability Services LP with respect
to 410 Commerce Boulevard, Carlstadt, New Jersey 07072, together with the duly executed original signatures thereto;


 


(1)
a legal opinion of Borrower’s counsel dated as of the Effective Date, together with the duly executed original signature
thereto;


 


(m) a capitalization table (in
connection with the Warrant);


 


(n)
evidence satisfactory to Agent that the insurance policies required by Section 6.5 hereof are in full force and effect, together
with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Agent (or endorsements
reflecting the same) in favor of Agent;



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(o) the SBA Documents; and


 


(p) payment of the fees and
Lender Expenses then due as specified in Section 2.3 hereof.


 


3.2 Conditions
Precedent to all Credit Extensions. Each Lender’s obligations to make each Credit
Extension, including the initial Credit Extension, is subject to the following conditions precedent:


 


(a) 
timely receipt of an executed Payment/Advance Form;


 


(b) 
receipt by Silver Lake of an executed Silver Lake Promissory Note for the amount of such Credit Extension advanced by Silver
Lake;


 


(c) 
the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the
date of the Payment/Advance Form and on the Funding Date of each Credit Extension; 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, 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 this Agreement remain true, accurate, and complete in all material respects; 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; and


 


(d) 
in Agent’s and each Lenders’ good faith discretion, there has not 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 any material adverse
deviation by Borrower from the most recent financial forecast of Borrower presented to and accepted by Agent and Lenders prior
to the execution of this Agreement.


 


3.3 
Covenant to Deliver. Borrower agrees to deliver to Agent each item required to be delivered to Agent under this Agreement
as a condition precedent to any Credit Extension. Borrower expressly agrees that a Credit Extension made prior to the receipt by
Agent of any such item shall not constitute a waiver by Agent or Lenders of Borrower’s obligation to deliver such item, and the
making of any Credit Extension in the absence of a required item shall be in each Lender’s sole discretion.


 


3.4 
Procedures for Borrowing. Subject to the prior satisfaction of all other applicable conditions to the making of a Credit
Extension set forth in this Agreement, to obtain a Credit Extension, Borrower must notify each Lender (which notice shall be irrevocable)
by electronic mail, facsimile, or telephone by no later than 12:00 p.m. Eastern time fifteen (15) Business Days before the proposed
Funding Date of such Credit Extension (provided, however, with respect to the Term Loan Advance only, so long as each Lender has
received a Payment/Advance Form by the Effective Date, the Funding Date for the Term Loan Advance will be three (3) Business Days
following the Effective Date). Such notice shall be a Payment/Advance Form and must be signed by a Responsible Officer or his or
her designee. If Borrower satisfies the conditions of the Credit Extension, each Lender shall credit and/or transfer (as applicable)
to Borrower’s deposit account, an amount equal to its Commitment Percentage multiplied by the amount of the Credit Extension. Each
Lender may make Credit Extensions under this Agreement based on instructions from a Responsible Officer or his or her designee
or, with notice to Borrower, without instructions if the Credit Extensions are necessary to meet Obligations which have become
due. Each Lender may rely on any telephone notice given by a person whom such Lender believes is a Responsible Officer or designee.


 


4 CREATION OF SECURITY
INTEREST


 


4.1 Grant of Security Interest.
Borrower hereby grants Agent, for the ratable benefit of each Lender, to secure the payment and performance in full of all
of the Obligations, a continuing security interest in, and pledges to Agent, for the ratable benefit of each Lender, the Collateral,
wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof.


 


Borrower
acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with SVB. Regardless
of the terms of any Bank Services Agreement, Borrower agrees that any



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amounts Borrower
owes SVB thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower, SVB, Agent and each Lender
to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject
only to Permitted Liens that expressly have superior priority to Agent’s Lien in this Agreement and those Liens granted to SVB
pursuant to the Senior Loan Agreement).


 


If
this Agreement is terminated, Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity
obligations) are satisfied in full, and at such time, Agent shall, at Borrower’s sole cost and expense, terminate its security
interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate
indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Agent shall terminate
the security interest granted herein upon Borrower providing cash collateral acceptable to SVB in its good faith business judgment
for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to
SVB cash collateral in an amount equal to (i) one hundred five percent (105.0%) of the face amount of all such Letters of Credit
denominated in Dollars, plus (ii) one hundred ten percent (110.0%) of the Dollar Equivalent of the face amount of all such Letters
of Credit denominated in a Foreign Currency, plus (iii) all interest, fees, and costs due or to become due in connection therewith
(as estimated by SVB in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.


 


4.2 Priority
of Security Interest. Borrower represents, warrants, and covenants that the security
interest granted herein is and shall at all times continue to be a first priority perfected security interest in the
Collateral (subject only to Permitted Liens that are permitted to have priority over Agent’s Lien under this
Agreement and those Liens granted to SVB pursuant to the Senior Loan Agreement). If Borrower shall acquire a
commercial tort claim, Borrower shall promptly notify Agent in a writing signed by Borrower of the general details
thereof and grant to Agent in such writing, for the ratable benefit of Lenders, 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 Agent.


 


Agent’s
security interest in the assets of Borrower securing the Obligations of Borrower to Lenders under this Agreement shall be junior
and subordinate to SVB’s security interest in the assets of Borrower securing the Obligations of Borrower to SVB under the Senior
Loan Agreement.


 


4.3 Authorization
to File Financing Statements. Borrower hereby authorizes Agent to file
financing statements, without notice to Borrower, with all appropriate jurisdictions to perfect or protect Agent’s and
Lenders’ 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 Agent and Lenders under the Code. 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 Agent’s discretion.


 


5 REPRESENTATIONS AND
WARRANTIES


 


Borrower represents and warrants
as follows:


 


5.1
Due Organization; Authorization; Power and Authority. 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 business or their 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 Agent a completed certificate signed by Borrower (the “Perfection
Certificate”). Borrower represents and warrants to Agent and Lenders 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 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



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is not now a
Registered Organization but later becomes one, Borrower shall promptly notify Agent of such occurrence and provide Agent 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, filing, 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 to, 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 SVB, the deposit accounts, if any,
described in the Perfection Certificate delivered to Agent in connection herewith, or of which Borrower has given
Agent notice and taken such actions as are necessary to give Agent, for the ratable benefit of Lenders, a perfected
security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors.


 


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.


 


All Inventory is in all material
respects of good and marketable quality, free from material defects.


 


Borrower
is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to
its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and
(c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports
to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower
owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part.
To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any
third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business.


 


Except
as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.


 


5.3 
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.


 


5.4 
Financial Statements; Financial Condition. All consolidated financial statements for Borrower and any of its Subsidiaries
delivered to Agent and Lenders 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 Agent.


 


5.5 
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.


 


5.6 
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



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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 Governmental Authorities that are necessary to continue their
respective businesses as currently conducted.


 


5.7 
Subsidiaries; Investments. Borrower does not own any stock, partnership interest or other equity securities except for
Permitted Investments.


 


5.8 
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 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 Agent 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.


 


5.9 
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; provided, however that the use
of the proceeds of the Credit Extensions shall comply with the provisions of the SBA Documents.


 


5.10 
Full Disclosure. No written representation, warranty or other statement of Borrower in any certificate or written statement
given to Agent or Lenders, as of the date such representation, warranty, or other statement was made, taken together with all such
written certificates and written statements given to Agent and Lenders, 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 Agent and Lenders that the 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



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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 Agent, for the ratable benefit of Lenders, in all of its property. Borrower
shall promptly provide copies of any such obtained Governmental Approvals to Agent.


 


6.2 Financial Statements,
Reports, Certificates. Deliver to Agent and each Lender:


 


(a)
Accounts Receivable; Accounts Payable. Within thirty (30) days after the last day of each month, aged listings of accounts
receivable and accounts payable (by invoice date);


 


(b) 
Monthly Financial Statements. As soon as available, but no later than thirty (30) days after the last day of each
month, a company prepared consolidated balance sheet, cash flow statement, profit and loss statement and income statement covering
Borrower’s consolidated operations for such month, certified by a Responsible Officer, prepared under GAAP, consistently applied,
and otherwise in a form acceptable to Agent (the “Monthly Financial Statements”);


 


(c) 
Monthly Compliance Certificate. Within thirty (30) days after the last day of each month and together with the Monthly
Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of
such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth such information
as Agent or a Lender shall reasonably request;


 


(d) 
Annual Audited Financial Statements. As soon as available, but no later than one hundred eighty (180) days after
the last day of each fiscal year of Borrower (beginning with Borrower’s fiscal year ending December 31, 2012 and continuing for
each fiscal year thereafter), 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 acceptable to Agent in
its reasonable discretion;


 


(e) 
Other Statements. (i) Within five (5) days of delivery, copies of all statements, reports and notices made generally
available to Borrower’s security holders or to any holders of Subordinated Debt, and (ii) within two (2) days following a meeting
of Borrower’s board of directors (or the limited liability company equivalent thereof applicable to such Borrower), copies of all
statements, reports and notices (including, without limitation, any standard board packages) available to Borrower’s board of directors
(or the limited liability company equivalent thereof applicable to such Borrower) in connection with such meeting;


 


(f) 
SEC Filings. In the event that Borrower becomes subject to the reporting requirements under the Exchange Act within
five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with
the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange,
or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the
extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered,
shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s
website on the Internet at Borrower’s website address;


 


(g) 
Legal Action Notice. A prompt report of any legal actions pending or threatened in writing against Borrower or any
of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of,
individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00) or more;


 


(h) Projections.
Within thirty (30) days after the earlier to occur of (i) approval by Borrower’s board of directors (or the limited liability
company equivalent thereof applicable to such Borrower) or (ii) the last day of Borrower’s fiscal year, and in each case
contemporaneously with any updates or amendments thereto, annual financial projections approved by Borrower’s board of directors
(or the limited liability company equivalent thereof applicable to such Borrower), together with any related business forecasts
used in the preparation of such annual financial projections;



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(i) Intellectual Property Notice.
Prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any
copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the IP
Agreement, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect
the value of the Intellectual Property;


 


(j) Valuation Schedules.
Within thirty (30) days following their production, valuation schedules prepared in accordance with Section 409(a) of the Internal
Revenue Code, in a form acceptable to Agent; and


 


(k) Other Financial Information.
Budgets, sales projections, operating plans and other financial information reasonably requested by Agent or a Lender.


 


6.3 
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 Agent of all returns, recoveries, disputes and claims that involve more than One Hundred Thousand Dollars
($100,000.00).


 


6.4 
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 Agent, on demand,
appropriate certificates attesting to such payments.


 


6.5 
Insurance. Keep its business and the Collateral insured for risks and in amounts standard for companies in Borrower’s
industry and location, and as Agent may reasonably request. Insurance policies shall be in a form, with companies, and in amounts
that are reasonably satisfactory to Agent. All property policies shall have a lender’s loss payable endorsement showing Agent,
for the ratable benefit of Lenders, as the sole lender loss payee and waive subrogation against Agent, and all liability policies
shall show, or have endorsements showing, Agent as an additional insured. All policies (or the loss payable and additional insured
endorsements) shall provide that the insurer must give Agent at least twenty (20) days notice before canceling, amending, or declining
to renew its policy. At Agent’s request, Borrower shall deliver certified copies of policies and evidence of all premium payments.
Proceeds payable under any policy shall, at Agent’s option, be payable to Agent, for the ratable benefit of Lenders, 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 Agent,
for the ratable benefit of Lenders, 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 Agent, be payable to Agent, for the ratable benefit of Lenders, on account of the Obligations. If Borrower
fails to obtain insurance as required under this Section 6.5 or to pay any amount or furnish any required proof of payment to third
persons and Agent, Agent may make all or part of such payment or obtain such insurance policies required in this Section 6.5, and
take any action under the policies Agent deems prudent.


 


6.6 
Operating Accounts.


 


(a) To
permit Agent 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 SVB and SVB’s Affiliates; provided, however, Borrower may maintain (i) a security
deposit for Paymentech in an aggregate amount not to exceed One Million Dollars ($1,000,000.00) (or such higher
amount with Agent’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 Two Million Dollars
($2,000,000.00) (or such higher amount with Agent’s prior written consent, not to be unreasonably withheld)
(collectively, (i) and (ii) are the “Security Deposits”).


 


(b) Borrower
shall identify to Agent, in writing, any deposit or securities account opened by
Borrower with any institution other than SVB. In addition, for each account that Borrower at any time opens or
maintains, Borrower shall, at Agent’s request and option, pursuant to an agreement in form and substance
reasonably acceptable to Agent, cause the depository bank or securities intermediary to agree that such account is



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the collateral
of Agent pursuant to the terms hereunder, which control agreement may not be terminated without the prior written consent of Agent.
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.


 


6.7 Protection and Registration
of Intellectual Property Rights.


 


(a) 
(i) Use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual
Property; (ii) promptly advise Agent in writing of material infringements of its Intellectual Property; and (iii) not allow any
Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Agent’s written
consent.


 


(b) 
If Borrower (i) obtains any Patent, registered Trademark, registered Copyright, registered mask work, or any pending application
for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent or the registration of any Trademark,
then Borrower shall promptly (and in any event, within two (2) Business Days) provide written notice thereof to Agent and shall
execute such intellectual property security agreements and other documents and take such other actions as Agent shall request in
its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Agent, for the
ratable benefit of Lenders, in such property. If Borrower decides to register any Copyrights or mask works in the United States
Copyright Office, Borrower shall: (x) provide Agent with at least ten (10) days prior written notice of Borrower’s intent to register
such Copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office
(excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other
actions as Agent may request in its good faith business judgment to perfect and maintain a first priority perfected security interest
in favor of Agent, for the ratable benefit of Lenders, in the Copyrights or mask works intended to be registered with the United
States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously
with filing the Copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide
to Agent copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works,
together with evidence of the recording of the intellectual property security agreement necessary for Agent to perfect and maintain
a first priority perfected security interest in such property.


 


(c) 
Provide written notice to Agent within ten (10) days of entering or becoming bound by any Restricted License (other than
over-the-counter software that is commercially available to the public). Borrower shall take such steps as Agent reasonably requests
to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed
“Collateral” and for Agent, for the ratable benefit of Lenders, to have a security interest in it that might otherwise
be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the
future, and (ii) Agent to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance
with Agent’s rights and remedies under this Agreement and the other Loan Documents.


 


6.8 
Litigation Cooperation. From the date hereof and continuing through the termination of this Agreement, make available
to Agent and Lenders, without expense to Agent or Lenders, Borrower and its officers, employees and agents and Borrower’s Books,
to the extent that Agent may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted
by or against Agent or Lenders with respect to any Collateral or relating to Borrower.


 


6.9 
Board Participation Rights. Borrower shall permit a representative from each of Silver Lake and SVB to be present at
any meeting of Borrower’s board of directors (or the limited liability company equivalent thereof applicable to such Borrower)
(including, without limitation, any meeting conducted via telephone or internet), provided that Borrower may exclude such representatives
from any portion of a meeting if Borrower determines it is necessary to preserve attorney client privilege or in connection with
adverse matters relating to this Agreement.


 


6.10 
Further Assurances. Execute any further instruments and take further action as Agent reasonably requests to perfect
or continue Agent’s Lien in the Collateral or to effect the purposes of this Agreement. Deliver to Agent, 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.



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6.11 
Collateral Audits. Allow Agent and Lenders, or their respective agents, at reasonable times, on three (3) Business Day’s
notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit
and copy Borrower’s Books, at Borrower’s expense, provided further that, unless an Event of Default has occurred and is continuing,
any such inspection or audit shall be limited to one (1) time per year (provided, however, such limitation shall not limit SVB’s
rights to perform such inspections and audits under the Senior Loan Agreement pursuant to the terms thereof).


 


6.12 
Eqal. Without limiting the requirements in Section 7 of this Agreement, in the event that Borrower fails to deliver
evidence to Agent and Lenders, satisfactory to Agent and Lenders, on or before December 31, 2012, that, on or before such date,
Eqal was merged with and into a Borrower (with such Borrower being the surviving legal entity from such merger), Borrower shall,
on or before December 31, 2012, cause Eqal to become a co-borrower with respect to this Agreement and the other Loan Documents,
grant Agent, for the ratable benefit of Lenders, a first-priority perfected Lien in such assets of Eqal as are consistent with
the description of the Collateral hereunder (as if the Collateral were deemed to pertain to the assets of Eqal), and execute and
deliver to Agent and Lenders such agreements, certificates and other documents in connection with the foregoing as required by
Agent and Lenders.


 


6.13 
Post-Closing Covenant. Borrower shall deliver to Agent, on or before the date that is five (5) days from the Effective
Date, each in form and substance satisfactory to Agent: (a) evidence of the termination and discharge of all Liens of Square 1
Bank with respect to the Intellectual Property of Borrower (and of all Persons that have merged into Borrower), together with evidence
that such terminations and discharges have been duly filed with the U.S. Patent and Trademark Office and any other applicable filing
office, and (b) copies of issued endorsements to Borrower’s (i) liability insurance policies that add Agent as an additional insured,
(ii) property insurance policies that add Agent as loss payee and lender loss payable, and (iii) liability insurance and property
insurance policies that require the insurance company under such policies to provide at least twenty (20) days prior written notice
to Agent before canceling, amending or declining to renew such policies.


 


7 NEGATIVE COVENANTS


 


Borrower shall not do any of the
following without Agent’s and each Lender’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, Management, Ownership, 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 Agent 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 Agent 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 Agent: (1) 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), (2) change its jurisdiction of organization, (3) change its organizational
structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of
organization. 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 Agent and such bailee must execute and deliver a bailee agreement in form and substance reasonably
satisfactory to Agent.


 


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.



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


 


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, permit any
Collateral not to be subject to the first priority security interest granted herein (except with respect to (a) Permitted Liens
that are permitted to have priority over Agent’s Liens and (b) those Liens granted to SVB pursuant to the Senior Loan Agreement),
or enter into any agreement, document, instrument or other arrangement (except with or in favor of (i) SVB pursuant to the Senior
Loan Agreement or (ii) Agent for the ratable benefit of Lenders) 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 Agent or Lenders.


 


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 or 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;



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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) on deposit with SVB or any SVB Affiliate, or
(ii) a notice of lien, levy, or assessment is filed 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,
other than the Senior Loan Agreement, 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 any writing delivered to Agent or any Lender or to induce Agent or any
Lender 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 Agent or any Lender, or any creditor
that has signed such an agreement with Agent or any Lender 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; or


 


8.11 
Senior Loan Agreement. The occurrence of an “Event of Default” (as defined in the Senior Loan Agreement) under
the Senior Loan Agreement, other than an Event of Default solely resulting from Borrower’s failure to comply with Section 6.7 thereof.


 


9 AGENT’S RIGHTS AND REMEDIES


 


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



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(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 Agent);


 


(b) 
stop advancing money or extending credit for Borrower’s benefit under this Agreement or under any other agreement between
Borrower and Agent or Lenders, or cause the Lenders to do so;


 


(c) 
demand that Borrower (i) deposits cash with SVB 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 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 Agent considers
advisable and notify any Person owing Borrower money of Agent’s security interest in such funds and verify the amount of such account.
Borrower shall collect all payments in trust for Agent and, if requested by Agent, immediately deliver the payments to Agent 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 the Collateral and/or its security interest
in the Collateral. Borrower shall assemble the Collateral if Agent requests and make it available as Agent designates. Agent 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 Agent a license to enter and occupy any of its premises, without charge, to exercise any of Agent’s or any Lender’s rights
or remedies;


 


(f) 
apply to the Obligations any (i) balances and deposits of Borrower it holds, or (ii) any amount held by Agent 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.
Agent, for the ratable benefit of Lenders, 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,
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 Agent’s exercise of its rights under this Section, Borrower’s rights under
all licenses and all franchise agreements inure to Agent’s benefit;


 


(h)
place a “hold” on any account maintained with any Lender 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 Agent 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
Power of Attorney. Borrower hereby irrevocably appoints Agent as its lawful attorney-in-fact, exercisable upon the occurrence
and during the continuance of an Event of Default, to: (a) endorse Borrower’s name on any checks or other forms of payment
or security; (b) sign Borrower’s name on any invoice or bill of lading for any Account or drafts against Account Debtors;
(c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Agent determines
reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any
Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise
take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Agent or a third party as
the Code permits. Borrower hereby appoints Agent as its lawful attorney-in-fact to sign Borrower’s name on any documents
necessary to perfect or continue the perfection of Agent’s security interest in the Collateral regardless of whether an
Event of Default has occurred until all Obligations have been satisfied in full and each of Agent and each Lender is under no
further obligation to make Credit Extensions hereunder. Agent’s foregoing appointment as Borrower’s attorney in fact,
and all of Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations



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have been fully
repaid and performed and each of Agent’s and each Lender’s obligation to provide Credit Extensions terminates.


 


9.3 
Protective Payments. If Borrower fails to obtain the insurance called for by Section 6.5 or fails to pay any premium
thereon or fails to pay any other amount which Borrower is obligated to pay under this Agreement or any other Loan Document, Agent
may obtain such insurance or make such payment, and all amounts so paid by Agent are Lender Expenses and immediately due and payable,
bearing interest at the then highest applicable rate, and secured by the Collateral. Agent will make reasonable effort to provide
Borrower with notice of Agent obtaining such insurance at the time it is obtained or within a reasonable time thereafter. No payments
by Agent are deemed an agreement to make similar payments in the future or Agent’s waiver of any Event of Default.


 


9.4 
Agent’s and Lender’s Liability for Collateral. So long as Agent and Lenders comply with reasonable banking practices
regarding the safekeeping of the Collateral in the possession or under the control of Agent or Lenders, Agent and Lenders 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.


 


9.5 
Remedies Cumulative. Agent’s or Lenders’ 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 Agent or Lenders thereafter
to demand strict performance and compliance herewith or therewith. No waiver hereunder shall be effective unless signed by the
party granting the waiver and then is only effective for the specific instance and purpose for which it is given. Agent’s and Lenders’
rights and remedies under this Agreement and the other Loan Documents are cumulative. Agent and Lenders have all rights and remedies
provided under the Code, by law, or in equity. Agent’s or Lenders’ exercise of one right or remedy is not an election and shall
not preclude Agent or Lenders from exercising any other remedy under this Agreement or other remedy available at law or in equity,
and Agent’s or Lenders’ waiver of any Event of Default is not a continuing waiver. Agent or Lenders’ delay in exercising any remedy
is not a waiver, election, or acquiescence.


 


9.6 
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 Agent or Lenders 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. A Lender 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.



    	-15-



    	



    



	 	If to Borrower:	Everyday Health, Inc.
	 	 	Everyday Health Media, LLC
	 	 	MedPage Today, L.L.C.
	 	 	345 Hudson Street, 16th Floor
	 	 	New York, New York 10014
	 	 	Attn:	Alan Shapiro
	 	 	Fax:	(646) 728-9506
	 	 	Email: 	ashapiro@everydayhealthinc.com
	 	 	 	 
	 	with a copy to:	Cooley LLP
	 	 	1114 Avenue of the Americas
	 	 	New York, New York 10036
	 	 	Attn:	J. Peyton Worley, Esquire
	 	 	Fax:	(212) 479-6275
	 	 	Email:	pworley@cooley.com
	 	 	 	 
	 	If to SVB:	Silicon Valley Bank
	 	(in any capacity)	901 Fifth Avenue, Suite 3900
	 	 	Seattle, Washington 98614
	 	 	Attn:	Jim Ellison
	 	 	E-mail: 	jellison@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
	 	 	 	 
	 	If to Silver Lake:	Silver Lake Waterman Fund, L.P.
	 	 	One Market Plaza, Steuart Tower, Suite 1000
	 	 	San Francisco, California 94105
	 	 	Attn:	Contract Administration
	 	 	Email:	SLWContracts@silverlake.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, Agent and Lenders each submit to
the exclusive jurisdiction of the State and Federal courts in New York, New York; provided, however, that nothing in this Agreement
shall be deemed to operate to preclude Agent or Lenders 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 Agent or any Lender. 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,
AGENT AND LENDERS 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



    	-16-



    	



    

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 Agent’s and each Lender’s prior written
consent (which may be granted or withheld in Agent’s and each Lenders’ discretion). Agent and each Lender each 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, Agent’s or such Lender’s obligations, rights, and benefits under this Agreement and the other Loan Documents (other
than the Warrant, as to which assignment, transfer and other such actions are governed by the terms of the Warrant). Each Lender
may elect to participate all or a portion of its interest under this Agreement to any Person, at no cost to Borrower and in consultation
with and upon notice to Borrower, provided, however, that if such Person is not a banking, financial institution or other lender
in the primary business of making loans, Borrower must consent to such Person, which consent shall not be unreasonably withheld
or delayed (it being acknowledged by Borrower that Borrower’s consent is not required for a participation by WestRiver Mezzanine
Loans, LLC).


 


12.2 
Indemnification. Borrower agrees to indemnify, defend and hold Agent and each Lender and their respective directors,
officers, employees, agents, attorneys, or any other Person affiliated with or representing Agent or such Lender (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 Lender 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 Agent or Lenders 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 Agent, for the ratable benefit of each Lender, a lien, security interest
and right of set off as security for all Obligations to Agent and each Lender, 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
Agent or any entity under the control of Agent (including a subsidiary of Agent) 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, Agent and each Lender 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 AGENT OR LENDERS 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. Agent 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 Agent provides Borrower and each Lender with written
notice of such correction and allows Borrower and each Lender at least ten (10) days to object to such correction. In the event
of such objection, such correction shall not be made except by an amendment signed by both Agent, each Lender, 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 Borrower, Agent and each Lender. 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



    	-17-



    	



    

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 the Loan Documents merge into 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, is 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 Agent and/or Lenders 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 Agent, for the ratable benefit of Lenders, and such payment shall be promptly delivered to Agent 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
Agent to: (a) proceed against any Borrower or any other person; (b) proceed against or exhaust any security; or (c) pursue any
other remedy. Agent 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 paid in full and satisfied. Without limiting the foregoing,
except as otherwise provided in Section 4.1, the grant of security interest by Borrower in Section 4.1 shall survive until the
termination of this Agreement and all Bank Services Agreements. The obligation of Borrower in Section 12.2 to indemnify Agent and
Lenders 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, Agent and each Lender shall each exercise
the same degree of care that it exercises for its own proprietary information, but disclosure of information may be made: (a) to
Agent’s or such Lender’s Subsidiaries or Affiliates (such Subsidiaries and Affiliates, together with Agent or such Lender, collectively,
“Lender Entities”); (b) to prospective transferees or purchasers of any interest in the Credit Extensions (provided,
however, Agent or such Lender shall use commercially reasonable efforts to obtain any 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 Agent’s or such Lender’s
regulators or as otherwise required in connection with Agent’s or such Lender’s examination or audit; (e) as Agent or such Lender
considers appropriate in exercising remedies under the Loan Documents; and (f) to third-party service providers of Agent or such
Lender so long as such service providers have executed a confidentiality agreement with Agent or such Lender (or are subject to
a duty of confidentiality) with terms no less restrictive than those contained herein. Confidential information does not include
information that is either: (i) in the public domain or in Agent’s or a Lender’s possession when disclosed to Agent such Lender,
or becomes part of the public domain after disclosure to Agent or a Lender (through no fault of Agent or such Lender); or (ii)
disclosed to Agent or a Lender by a third party if Agent or such Lender does not know that the third party is prohibited from disclosing
the information.


 


Lender
Entities may use the confidential information for reporting purposes and the development and distribution of databases and market
analyses so long as such confidential information is aggregated and anonymized



    	-18-



    	



    

prior to
distribution unless otherwise expressly permitted by Borrower. The provisions of the immediately preceding sentence shall survive
the termination of this Agreement.


 


12.12 
Electronic Execution of Documents. The words “execution,” “signed,” “signature” and words
of like import in any Loan Document shall be deemed to include electronic signatures or the keeping of records in electronic form,
each of which shall be of the same legal effect, validity and enforceability as a manually executed signature or the use of a paper-based
recordkeeping systems, as the case may be, to the extent and as provided for in any applicable law, including, without limitation,
any state law based on the Uniform Electronic Transactions Act.


 


12.13 
Captions. The headings used in this Agreement are for convenience only and shall not affect the interpretation of this
Agreement.


 


12.14 
Construction of Agreement. The parties mutually acknowledge that they and their attorneys have participated in the preparation
and negotiation of this Agreement. In cases of uncertainty this Agreement shall be construed without regard to which of the parties
caused the uncertainty to exist.


 


12.15 
Relationship. The relationship of the parties to this Agreement is determined solely by the provisions of this Agreement.
The parties do not intend to create any agency, partnership, joint venture, trust, fiduciary or other relationship with duties
or incidents different from those of parties to an arm’s-length contract.


 


12.16 
Third Parties. Nothing in this Agreement, whether express or implied, is intended to: (a) confer any benefits, rights
or remedies under or by reason of this Agreement on any persons other than the express parties to it and their respective permitted
successors and assigns; (b) relieve or discharge the obligation or liability of any person not an express party to this Agreement;
or (c) give any person not an express party to this Agreement any right of subrogation or action against any party to 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
Debtor” is any “account debtor” as defined in the Code with such additions to such term as may hereafter be
made.


 


“Affiliate”
is, with respect to any Person, each other 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.


 


“Agent” is defined
the preamble hereof.


 


“Agreement” is
defined in the preamble hereof.


 


“Bank
Services” are any products, credit services, and/or financial accommodations previously, now, or hereafter provided to
Borrower or any of its Subsidiaries by SVB or any SVB Affiliate, including, without limitation, any letters of credit, cash management
services (including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing
services), interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in
SVB’s various agreements related thereto (each, a “Bank Services Agreement”).


 


“Bank
Services Agreement” is defined in the definition entitled “Bank Services” appearing alphabetically in this Section
13.1.



    	-19-



    	



    

“Borrower” is defined
in the preamble hereof.


 


“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
Resolutions” are, with respect to any Person, those resolutions adopted by such Person’s board of directors or managers
(and, if required by such Person’s Operating Documents, shareholders or members), as applicable, and delivered by such Person to
Agent approving the Loan Documents to which such Person is a party and the transactions contemplated thereby, together with a certificate
executed by its secretary, manager or member, as applicable, on behalf of such Person certifying that (a) such Person has the authority
to execute, deliver, and perform its obligations under each of the Loan Documents to which it is a party, (b) that attached as
Exhibit A to such certificate is a true, correct, and complete copy of the resolutions then in full force and effect authorizing
and ratifying the execution, delivery, and performance by such Person of the Loan Documents to which it is a party, (c) the name(s)
of the Person(s) authorized to execute the Loan Documents on behalf of such Person, together with a sample of the true signature(s)
of such Person(s), and (d) that Agent and Lenders may conclusively rely on such certificate unless and until such Person shall
have delivered to Agent and Lenders a further certificate canceling or amending such prior certificate.


 


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


 


“Cash
Equivalents” means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any
agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper
maturing no more than one (1) year after its creation and having the highest rating from either Standard & Poor’s Ratings
Group or Moody’s Investors Service, Inc.; (c) SVB’s certificates of deposit issued maturing no more than one (1) year
after issue; and (d) money market funds at least ninety-five percent (95.0%) of the assets of which constitute Cash Equivalents
of the kinds described in clauses (a) through (c) of this definition.


 


“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, Agent’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.


 


“Collateral
Account” is any Deposit Account, Securities Account, or Commodity Account.


 


“Commitment
Percentage” is set forth in Schedule 1, as amended from time to time, and shall reflect the actual principal
amounts advanced by each Lender.


 


“Commodity
Account” is any “commodity account” as defined in the Code with such additions to such term as may hereafter
be made.


 


“Compliance
Certificate” is that certain certificate in the form attached hereto 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,



    	-20-



    	



    

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.


 


“Control
Agreement” is any control agreement entered into among the depository institution at which Borrower maintains a Deposit
Account or the securities intermediary or commodity intermediary at which Borrower maintains a Securities Account or a Commodity
Account, Borrower, and Agent pursuant to which Agent, for the ratable benefit of Lenders, obtains control (within the meaning of
the Code) over such Deposit Account, Securities Account, or Commodity Account.


 


“Copyrights”
are any and all copyright rights, copyright applications, copyright registrations and like protections in each work of authorship
and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret.


 


“Credit
Extension” is the Term Loan Advance or any other extension of credit by any Lender for Borrower’s benefit under this Agreement.


 


“Default Rate” is
defined in Section 2.2(b).


 


“Deposit
Account” is any “deposit account” as defined in the Code with such additions to such term as may hereafter be
made.


 


“Designated
Deposit Account” is Borrower’s deposit account, account number 3300744674, maintained with SVB.


 


“Dollars,”
“dollars” or use of the sign “$” means only lawful money of the United States and not any
other currency, regardless of whether that currency uses the “$” sign to denote its currency or may be readily converted
into lawful money of the United States.


 


“Dollar
Equivalent” is, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect
to any amount denominated in a Foreign Currency, the equivalent amount therefor in Dollars as determined by SVB at such time on
the basis of the then-prevailing rate of exchange in San Francisco, California, for sales of the Foreign Currency for transfer
to the country issuing such Foreign Currency.


 


“Domestic
Subsidiary” means a Subsidiary organized under the laws of the United States or any state or territory thereof or the
District of Columbia.


 


“Effective Date” is
defined in the preamble hereof.


 


“Eqal” is Eqal,
Inc., a Delaware corporation.


 


“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.


 


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


 


“Event
of Default” is defined in Section 8.


 


“Everyday
Health” is defined in the preamble hereof.


 


“Exchange Act” is
the Securities Exchange Act of 1934, as amended.


 


“Foreign
Currency” means lawful money of a country other than the United States.



    	-21-



    	



    

“Foreign
Subsidiary” means any Subsidiary which is not a Domestic Subsidiary.


 


“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.


 


“General
Intangibles” is all “general intangibles” 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 Intellectual Property, claims, income and other tax
refunds, security and other deposits, payment intangibles, contract rights, options to purchase or sell real or personal property,
rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance policies (including
without limitation key man, property damage, and business interruption insurance), payments of insurance and rights to payment
of any kind.


 


“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.


 


“Intellectual
Property” means all of Borrower’s right, title, and interest in and to the following:


 


(a) 
its Copyrights, Trademarks and Patents;


 


(b) 
any and all trade secrets and trade secret rights, including, without limitation, any rights to unpatented inventions, know-how,
operating manuals;


 


(c) 
any and all source code;


 


(d) 
any and all design rights which may be available to Borrower;


 


(e) 
any and all claims for damages by way of past, present and future infringement of any of the foregoing, with the right,
but not the obligation, to sue for and collect such damages for said use or infringement of the Intellectual Property rights identified
above; and


 


(f) 
all amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents.


 


“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



    	-22-



    	



    

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 interest in any Person (including stock, partnership interest or other securities), and any loan,
advance or capital contribution to any Person.


 


“IP
Agreement” is, collectively, (a) that certain Intellectual Property Security Agreement dated as of the Effective Date,
executed and delivered by Everyday Health to Agent, for the ratable benefit of Lenders, as amended, modified or restated from time
to time, (b) that certain Intellectual Property Security Agreement dated as of the Effective Date, executed and delivered by Media
to Agent, for the ratable benefit of Lenders, as amended, modified or restated from time to time, and (c) that certain Intellectual
Property Security Agreement dated as of the Effective Date, executed and delivered by MedPage to Agent, for the ratable benefit
of Lenders, as amended, modified or restated from time to time.


 


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


 


“Lender”
and “Lenders” is defined in the preamble hereof.


 


“Lender Entities” is
defined in Section 12.9.


 


“Lender
Expenses” are all audit fees and expenses, costs, and expenses (including reasonable attorneys’ fees and out-of-pocket
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.


 


“Letter
of Credit” is a standby or commercial letter of credit issued by SVB upon request of Borrower based upon an application,
guarantee, indemnity or similar agreement.


 


“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 Warrant, the Senior Loan Agreement, the Perfection Certificate, the
IP Agreement, any Bank Services Agreement, the SBA Documents, the SVB Control Agreement and any other Control Agreement, any subordination
agreement, any note, or notes or guaranties executed by Borrower, and any other present or future agreement between Borrower and/or
for the benefit of Agent or Lenders, all as amended, restated, or otherwise modified.


 


“Material
Adverse Change” is (a) a material impairment in the perfection or priority of Agent’s Lien 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;
or (c) a material impairment of the prospect of repayment of any portion of the Obligations.


 


“Media” is defined
in the preamble hereof.


 


“MedPage” is defined
in the preamble hereof.


 


“Monthly
Financial Statements” is defined in Section 6.2(b).


 


“Obligations”
are Borrower’s obligations to pay when due any debts, principal (including the Term Loan PIK Amount), interest, Lender Expenses,
the Prepayment Premium, and other amounts Borrower owes Agent or any Lender now or later, whether under this Agreement, the other
Loan Documents, or otherwise, including, without limitation, interest accruing after Insolvency Proceedings begin and debts, liabilities,
or obligations of Borrower assigned to Agent or any Lender and the performance of Borrower’s duties under the Loan Documents.


 


“Operating
Documents” are, for any Person, such Person’s formation documents, as certified with the Secretary of State of such Person’s
state of formation on a date that is no earlier than thirty (30) days prior to the Effective Date, and, (a) if such Person is a
corporation, its bylaws in current form, (b) if such Person is a limited liability company, its limited liability company agreement
(or similar agreement), and (c) if such Person is a



    	-23-



    	



    

partnership,
its partnership agreement (or similar agreement), each of the foregoing with all current amendments or modifications thereto.


 


“Patents”
means all patents, patent applications and like protections including without limitation improvements, divisions, continuations,
renewals, reissues, extensions and continuations-in-part of the same.


 


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


 


“Payment Date” is
the first (1st) calendar day of each month.


 


“Perfection
Certificate” is defined in Section 5.1.


 


“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 Agent and each Lender evidence reasonably satisfactory to Agent and
each Lender of Borrower’s pro forma compliance with any financial covenants set forth in this Agreement 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 Agent and each Lender in order to make
any such domestic entity a co-borrower or a secured guarantor (as determined by Agent and each Lender) and to grant Agent,
for the ratable benefit of Lenders, a lien in all of any such domestic entity’s assets.


 


“Permitted
Indebtedness” is:


 


(a) 
Borrower’s Indebtedness to Agent and Lenders under this Agreement and the other Loan Documents and Borrower’s Indebtedness
to SVB under the Senior Loan Agreement and any Bank Services Agreements;


 


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


 


(c) 
Subordinated Debt;


 


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


 


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


 


(f) 
Indebtedness secured by Permitted Liens; and


 


(g) 
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) SVB’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



    	-24-



    	



    

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 agreements approved by Borrower’s board of directors (or the limited liability company equivalent
thereof applicable to such Borrower); (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 SVB.


 


“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 Agent’s security interests;


 


(c) 
equipment leases and purchase money Liens securing no more than (i) Five Hundred Thousand Dollars ($500,000.00) in the aggregate
amount outstanding with respect to equipment leases and (ii) Five Hundred Thousand Dollars ($500,000.00) in the aggregate amount
outstanding with respect to purchase money Liens, in each case (A) on equipment acquired or held (including by lease) by Borrower
incurred for financing the acquisition of the equipment, or (B) 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 Agent and each Lender have 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 Agent 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 an additional fee payable to Agent, for the ratable benefit of Lenders, in an amount equal to, for a prepayment
of the Term Loan Advance made (a) on or prior to the date that is one (1) year from the Funding Date of the Term Loan Advance,
three percent (3.0%) of the principal amount of the Term Loan Advance (including the Term Loan PIK Amount), (b) after the date
that is one (1) year from the Funding Date of the Term Loan Advance but on or prior to the date that is two (2) years from the
Funding Date of the Term Loan Advance, two percent (2.0%) of the principal amount of the Term Loan Advance (including the Term
Loan PIK Amount), and (c) after the date that is two (2) years from the Funding Date of the Term Loan Advance, one percent (1.0%)
of the principal amount of the Term Loan Advance (including the Term Loan PIK Amount).



    	-25-



    	



    

“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.


 


“Restricted
License” is 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 Agent’s right to sell any Collateral.


 


“SBA
Documents” means that certain letter agreement, dated as of the date hereof, entered into between Borrower and Silver
Lake, SBA Form 1031, SBA Form 652, SBA Form 480 and any other documents required to be delivered to Silver Lake under the rules
and regulations of the Small Business Administration.


 


“SEC”
shall mean the Securities and Exchange Commission, any successor thereto, and any analogous Governmental Authority.


 


“Securities
Account” is any “securities account” as defined in the Code with such additions to such term as may hereafter
be made.


 


“Security
Deposits” is defined in Section 6.6(a) of this Agreement.


 


“Senior
Loan Agreement” is that certain Loan and Security Agreement dated as of September 22, 2010, among Borrower and SVB, as
amended by that certain First Loan Modification Agreement dated as of April 27, 2011, as affected by a certain Joinder Agreement
dated as of July 8, 2011, as further amended by a certain Second Loan Modification Agreement dated as of December 21, 2011, as
further amended by a certain Third Loan Modification Agreement dated as of August 10, 2012, and as further amended by a certain
Fourth Loan Modification Agreement dated as of the Effective Date, as may be further amended, supplemented, restated or otherwise
modified from time to time.


 


“Share
Consideration” is defined as set forth in the definition of “Permitted Acquisitions” in this Agreement.


 


“Silver Lake” is
defined in the preamble hereof.


 


“Silver
Lake Promissory Note” is a Secured Promissory Note in favor of Silver Lake in substantially the form attached as Exhibit
D hereto.


 


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


 


“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.


 


“SVB”
is defined in the preamble hereof.


 


“SVB
Control Agreement” is, collectively, (a) that certain Securities Account Control Agreement by and among SVB Securities,
Apex Clearing Corporation, Everyday Health and Agent, (b) that certain Securities Account Control Agreement by and among SVB Securities,
Apex Clearing Corporation, Media and Agent, (c) that certain



    	-26-



    	



    

Securities
Account Control Agreement by and among SVB Securities, Apex Clearing Corporation, MedPage and Agent, and (d) that certain Securities
Account Control Agreement by and among SVB Asset Management, U.S. Bank, N.A., Everyday Health and Agent.


 


“Term
Loan Advance” is defined in Section 2.1.1(a).


 


“Term
Loan Maturity Date” is the date that is three (3) years from the Effective Date.


 


“Term
Loan PIK Amount” means, as of any date of determination, the amount of all interest accrued with respect to the Term Loan
Advance that is required to be paid in kind by being added to the principal balance thereof in accordance with Section 2.2(a) of
this Agreement. The Term Loan PIK Amount shall be reduced by any payments made by Borrower to Agent toward the Term Loan PIK Amount
for the prior month only, provided (a) such payment is made with contemporaneous or prior written notice to Agent specifying that
such payment is on account of the Term Loan PIK Amount and within two (2) days of the last day of such month, and (b) Borrower
has made all other required payments hereunder, including without limitation any principal, and interest otherwise payable hereunder.


 


“Term
Loan PIK Rate” means three and one-half of one percent (3.50%) per annum.


 


“Trademarks”
means any trademark and servicemark rights, whether registered or not, applications to register and registrations of the same
and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks.


 


“Transfer”
is defined in Section 7.1.


 


“Warrant”
is, collectively, (a) that certain Warrant to Purchase Stock dated as of the Effective Date between Borrower and SVB, (b) that
certain Warrant to Purchase Stock dated as of the Effective between Borrower and Silver Lake, and (c) that certain Warrant to
Purchase Stock dated as of the Effective Date between Borrower and WestRiver Mezzanine Loans, LLC.


 


[Signature page
follows.]



    	-27-



    	



    

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:	EVP and General Counsel	 


 


EVERYDAY HEALTH MEDIA, LLC


 





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


 


MEDPAGE TODAY, L.L.C.


 





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


 





AGENT:


 


SILICON VALLEY BANK


 





	By: 	/s/  Jesse Hurley	 
	Name: 	 Jesse Hurley	 
	Title:	DTL	 


 


LENDERS:


 


SILICON VALLEY BANK


 





	By: 	/s/  Jesse Hurley	 
	Name: 	 Jesse Hurley	 
	Title:	DTL	 


 


SILVER LAKE WATERMAN FUND,
L.P.,


 



By: Silver Lake Waterman Associates,
L.L.C.,


its General Partner


 





	By: 	/s/   Shawn O’Neill	 
	Name: 	  Shawn O’Neill	 
	Title:	Managing Director	 




    	1



    	



    

Schedule 1


 


Lenders and Commitments


 


	Lender	 	Commitment	 	Commitment Percentage
	Silicon Valley Bank	 	$20,000,000.00	 	57.1428571428571%
	 	 	 	 	 
	Silver Lake Waterman Fund, L.P.	 	$15,000,000.00	 	42.8571428571429%
	 	 	 	 	 
	Total	 	$35,000,000.00	 	100.00%




    	1



    	



    

EXHIBIT
A –  COLLATERAL DESCRIPTION


 


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


 


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 (a) any ownership interest in Everyday Health India Private Limited,
(b) any ownership interest in any other Foreign Subsidiary in excess of 65% of the total outstanding voting interest in such Foreign
Subsidiary, or (c) the Security Deposits (as defined in the Subordinated Loan and Security Agreement among Borrower, Agent and
the Lenders) but only to the extent that the granting of a lien to Agent in the Security Deposits would result in a default by
Borrower under the documents evidencing such Security Deposits.



    	2



    	



    

EXHIBIT
B


 


LOAN PAYMENT/ADVANCE REQUEST FORM


 


Deadline
for same day processing is Noon Eastern Time


 


	Fax To:	  Date: 	 	 



 


Loan Payment:


 


Everyday Health, Inc.


Everyday Health Media, LLC


MedPage Today, L.L.C.


 





	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 Credit Extension: $ _____________________________ 	 


 


All Borrower’s
representations and warranties in the Subordinated 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: _____________________________________________________________________________________ 





 


By signing below, I (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 #: __________________________________ 	 





    	3



    	



    

EXHIBIT
C


COMPLIANCE CERTIFICATE


 


	TO: SILICON VALLEY BANK	Date: _______________


 


FROM: EVERYDAY HEALTH, INC.; EVERYDAY HEALTH
MEDIA, LLC; and MEDPAGE TODAY, L.L.C.


 


The
undersigned authorized officer of EVERYDAY HEALTH, INC.; EVERYDAY HEALTH MEDIA, LLC; and MEDPAGE TODAY, L.L.C. (jointly and severally,
individually and collectively, “Borrower”) certifies that under the terms and conditions of the Subordinated Loan and
Security Agreement among Borrower, Agent and Lenders (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 5.8 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 Lenders.


 


Attached are the required
documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP (except for any
noncompliance with FAS 123R in monthly reporting) 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 statements (CPA Audited)	 	FYE within 180 days	 	Yes    No
	10-Q,
    10-K and 8-K	 	Within 5 days after filing with SEC	 	Yes    No
	A/R and A/P Agings	 	Monthly within 30 days	 	Yes    No
	Board Projections	 	FYE or board approval (whichever is earlier) within 30 days, and as updated	 	Yes    No
	409(a) Valuation Schedules	 	Within 30 days of production	 	Yes    No
	Board Reports	 	2 days after board meeting	 	Yes    No
	 	 	 	 	 
	The following Intellectual Property was registered (or
                                                                                                                           a registration application submitted) after the Effective Date (if no registrations, state “None”)

                                                                                 

                                                                                 







    	1



    	



    

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


 


 


 


 


 





	EVERYDAY HEALTH, INC.	 	AGENT’S USE ONLY	 
	 	 	 	 	 
	By:  ___________________________	 	Received by: ____________________________	 
	Name: _________________________	 	AUTHORIZED SIGNER	 
	Title: __________________________	 	Date: __________________________________	 
	 	 	 	 	 
	EVERYDAY HEALTH MEDIA, LLC	 	Verified: _________________________________	 
	 	 	AUTHORIZED SIGNER	 
	By:  ___________________________	 	 	 
	Name:
_________________________	 	Date: ___________________________________	 
	Title: __________________________	 	 	 	 
	 	 	Compliance Status:	Yes    No	 
	MEDPAGE TODAY, L.L.C.	 	 	 	 
	 	 	 	 	 
	By:  ___________________________	 	 	 	 
	Name:
_________________________	 	 	 	 
	Title: __________________________	 	 	 	 







    	2



    	



    

EXHIBIT D


 


[Silver Lake Promissory Note]



    	3



    	



    

THIS SECURED
PROMISSORY NOTE IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT DATED AS OF OCTOBER __, 2012, AMONG SILICON VALLEY BANK, IN
ITS CAPACITY AS THE LENDER UNDER A LOAN AND SECURITY AGREEMENT, DATED AS OF SEPTEMBER 22, 2010, BY AND AMONG SILICON VALLEY BANK,
EVERYDAY HEALTH, INC., EVERYDAY HEALTH MEDIA, LLC AND MEDPAGE TODAY, L.L.C., AS AMENDED, SILICON VALLEY BANK, IN ITS CAPACITY AS
AGENT AND A SUBORDINATED LENDER UNDER THE LOAN AGREEMENT (AS DEFINED BELOW) AND SILVER LAKE WATERMAN FUND, L.P.


 


Secured
Promissory Note


 


	$_____________	Dated:
    ______________, 201_


 


FOR
VALUE RECEIVED, the undersigned, EVERYDAY HEALTH, INC., a Delaware corporation (“Everyday Health”), EVERYDAY
HEALTH MEDIA, LLC, a Delaware limited liability company (“Media”), and MEDPAGE TODAY, L.L.C., a New Jersey
limited liability company (“MedPage”, and together with Everyday Health and Media, jointly and severally,
individually and collectively, “Borrower”), HEREBY PROMISES TO PAY, jointly and severally, to the order of SILVER
LAKE WATERMAN FUND, L.P. (“Lender”) the principal amount of ______________ Dollars ($__________), which amount
is equal to Lender’s Commitment Percentage of the aggregate outstanding principal balance of the Term Loan Advance made
on the date hereof to Borrower pursuant to the Subordinated Loan and Security Agreement referred to below (as amended,
restated or otherwise modified from time to time, the “Loan Agreement”), plus interest and all other payments
arising under the Loan Agreement with respect to Lender’s Commitment Percentage of such Term Loan Advance, on the dates
and in the amounts set forth in the Loan Agreement. Capitalized terms used herein and not otherwise defined have the
respective meanings set forth in the Loan Agreement.


 


The
cash interest rate per annum for the Term Loan Advance evidenced by this Note determined in accordance with the Loan Agreement
is 10.5%. The Term Loan PIK Rate per annum for the Term Loan Advance determined in accordance with the Loan Agreement is 3.5%.
All payments due under this Note or under the Loan Agreement shall be payable as and when specified in the Loan Agreement.


 


This
Note is one of the notes referred to in, and is entitled to the benefits of, the Subordinated Loan and Security Agreement,
dated as of October ___, 2012 among Everyday Health, Media, MedPage, Agent and the Lenders, as amended, restated,
supplemented or otherwise modified from time to time. This Note and the obligation of Borrower to repay the unpaid principal
amount of the Term Loan Advance, interest on the Term Loan Advance, premium, if any, and all other amounts due Agent and
Lenders under the Loan Agreement is secured under the Loan Agreement.


 


Presentment
for payment, demand, notice of protest and all other demands and notices of any kind in connection with the execution, delivery,
performance and enforcement of this Note are hereby waived.


 


Borrower
shall pay, severally and jointly, all reasonable fees and expenses, including, without limitation, reasonable attorneys’ fees and
costs, incurred by Agent or Lender in the enforcement or attempt to enforce any of Borrower’s obligations hereunder not performed
when due. This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of California.



    	 



    	



    

IN WITNESS WHEREOF, Borrower
has caused this Note to be duly executed by one of its officers thereunto duly authorized on the date hereof.


 


	 	EVERYDAY HEALTH, INC.,
	 	a Delaware corporation
	 	 
	 	By: ________________________________
	 	 
	 	Name: ______________________________
	 	 
	 	Title: _______________________________
	 	 
	 	EVERYDAY HEALTH MEDIA, LLC,
	 	a Delaware limited liability company
	 	 
	 	By: ________________________________
	 	 
	 	Name: ______________________________
	 	 
	 	Title: _______________________________
	 	 
	 	MEDPAGE TODAY, L.L.C.,
	 	a New Jersey limited liability company
	 	 
	 	By: ________________________________
	 	 
	 	Name: ______________________________
	 	 
	 	Title: _______________________________


 


[Signature
Page to Secured Promissory Note]