Exhibit 10.5.1


 


FIRST
LOAN MODIFICATION AGREEMENT


 


This First Loan
Modification Agreement (this “Loan Modification Agreement”) is entered into as of April 27, 2011, and is effective
as of March 31, 2011, by and among (a) SILICON VALLEY BANK, a California corporation (“Bank”), with its principal
place of business at 3003 Tasman Drive, Santa Clara, California 95054 with a loan production office located at 535 Fifth Avenue,
27th Floor, New York, New York 10017, and (b) EVERYDAY HEALTH, INC., a Delaware corporation (“Everyday
Health”), with its principal place of business at 345 Hudson Street, 16th Floor, New York, New York 10014, CAREPAGES,
INC., a Delaware corporation (“Carepages”), with its principal place of business at 345 Hudson Street, 16th
Floor, New York, New York 10014, and REVOLUTION HEALTH GROUP LLC, a Delaware limited liability company (“Revolution
Health”), with its principal place of business at 345 Hudson Street, 16th Floor, New York, New York 10014 (Everyday
Health, Carepages and Revolution Health are hereinafter jointly and severally, individually and collectively, referred to as “Borrower”).


 


1. DESCRIPTION OF EXISTING
INDEBTEDNESS AND OBLIGATIONS. Among other indebtedness and obligations which may be owing by Borrower to Bank, Borrower is
indebted to Bank pursuant to a loan arrangement dated as of September 22, 2010, evidenced by, among other documents, a certain
Loan and Security Agreement dated as of September 22, 2010 (as amended, the “Loan Agreement”). Capitalized terms used
but not otherwise defined herein shall have the same meaning as in the Loan Agreement.


 


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


 


3. DESCRIPTION OF CHANGE IN TERMS.




 


	 	A.	Modification to Loan Agreement.

 

	 	1	The Loan Agreement shall be amended
    by deleting the following appearing as Section 2.1.1(g) thereof:

 

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

 

	 	 	and inserting in lieu thereof
    the following:

 

	 	“(g) Maturity. All Obligations outstanding hereunder
    shall be immediately due and payable on (i) with respect to Obligations in connection with Advances, the Maturity Date, (ii)
    with respect to Obligations in connection with the Term Advance, the Term Loan Maturity Date and (iii) with respect to Obligations
    in connection with the Term Advance #2, the Term Loan #2 Maturity Date.”



 

	 	2	The
    Loan Agreement shall be amended by inserting the following new Section 2.1.3, appearing
    immediately after Section 2.1.2 thereof:




    	 



    	



    





 “2.1.3 Term Loan #2.





 


(a)
Availability. Subject to the terms and conditions of this Agreement, after the occurrence of the 2011 Equity Event but
prior to the expiration of the Draw Period, Borrower may request, and Bank shall make, one (1) term loan in an aggregate amount
equal to Two Million Five Hundred Thousand Dollars ($2,500,000.00) (the “Term Advance #2”).


 


(b)
Repayment.


 


(i)
Commencing on the first calendar day of the month following the month in which the Funding Date for the Term Advance #2 occurs
(or commencing on such Funding Date if such Funding Date is the first calendar day of the month), and continuing on the first
calendar day of each month thereafter, Borrower shall make monthly payments of interest at the rate set forth in Section 2.1.3(e).


 


(ii)
Commencing on the Term Advance #2 Amortization Date, and continuing on the first calendar day
of each month thereafter, Borrower shall repay the Term Advance #2 in (A) thirty six (36) equal monthly installments of principal,
plus (B) monthly payments of accrued and unpaid interest at the rate set forth in Section 2.1.3(e) (each, a “Term Loan
#2 Payment”). Borrower’s final Term Loan #2 Payment, due on the Term Loan #2 Maturity Date, shall include all
outstanding principal and accrued and unpaid interest with respect to the Term Advance #2. Once repaid, the Term Advance #2 may
not be reborrowed.


 


(c)
Mandatory Prepayment Upon an Acceleration. If the Term Advance #2 is accelerated following the occurrence and during the continuance
of an Event of Default, Borrower shall immediately pay to Bank an amount equal to the sum of (i) all outstanding principal plus
accrued and unpaid interest, (ii) the Term Advance #2 Prepayment Premium, and (iii) all other sums, if any, that shall have become
due and payable, including interest at the Default Rate with respect to any past due amounts.


 


(d)
Permitted Prepayment. Borrower shall have the option to prepay the Term Advance #2 (including partial prepayments), provided
Borrower (i) delivers written notice to Bank of its election to prepay the Term Advance #2 at least three (3) days prior to such
prepayment, and (ii) pays, on the date of such prepayment (A) the amount of outstanding principal elected to be prepaid plus all
accrued and unpaid interest, (B) the Term Advance #2 Prepayment Premium, and (C) all other sums, if any, that shall have become
due and payable, including interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, Bank
agrees to waive the Term Advance #2 Prepayment Premium with respect to a prepayment if Bank agrees to refinance and redocument
the Term Advance #2 under another division of Bank (in its sole and exclusive discretion) prior to the Term Loan #2 Maturity Date.


 


(e)
Interest.






    	 



    	



    

(i)
Interest Rate. Subject to Section 2.1.3(e)(ii), the principal amount outstanding under the Term Advance #2 shall accrue
interest at a floating per annum rate equal to the Applicable Rate, which interest shall be payable monthly.


 


(ii)
Default Rate. Immediately upon the occurrence and during the continuance of an Event of Default, Obligations in connection
with the Term Advance #2 shall bear interest at the Default Rate. Fees and expenses which are required to be paid by Borrower
pursuant to the Loan Documents (including, without limitation, Bank Expenses) but are not paid when due shall bear interest until
paid at a rate equal to the highest rate applicable to the Obligations. Payment or acceptance of the increased interest rate provided
in this Section 2.1.3(e)(ii) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of
Default or otherwise prejudice or limit any rights or remedies of Bank.


 


(iii)
Adjustment to Interest Rate. Changes to the interest rate of the Term Advance #2 based on changes to the Prime Rate shall
be effective on the effective date of any change to the Prime Rate and to the extent of any such change.


 


(iv) Computation;
360-Day Year. In computing interest, the date of the making of the Term Advance #2 shall be included and the date of payment
shall be excluded; provided, however, that if the Term Advance #2 is repaid on the same day on which it is made, such day
shall be included in computing interest on the Term Advance #2. Interest shall be computed on the basis of a 360-day year for
the actual number of days elapsed.


 


(f) Borrowing
Procedure. Subject to the prior satisfaction of all other applicable conditions to the making of the Term Advance #2 set forth
in this Agreement, to obtain the Term Advance #2, Borrower shall notify Bank (which notice shall be irrevocable) by electronic
mail, facsimile, or telephone by 12:00 p.m. Eastern time on or prior to the Effective Date. Together with any such electronic
or facsimile notification, Borrower shall deliver to Bank by electronic mail or facsimile a completed Payment/Advance Form executed
by a Responsible Officer or his or her designee. Bank may rely on any telephone notice given by a Person whom Bank believes is
a Responsible Officer or designee.”


 


	 	3	The Loan Agreement shall be amended
    by deleting the following text appearing in Section 2.2.2 thereof:


 


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


 


	 	 	and inserting in lieu thereof
    the following:

 

	 	“ (c) A fully earned, non-refundable
    term loan fee of Twelve Thousand Five Hundred Dollars ($12,500.00) is earned, due and payable upon Borrower’s request
    for the Term Advance #2 and, in any case, as a condition precedent to funding of Term Advance #2 (the “Term Advance
    #2 Fee”).






    	 



    	



    




The
Working Capital Line Fee, the Term Advance Fee and the Term Advance #2 Fee are hereinafter collectively referred to as the “Loan
Fees”.”


 


	 	4	The Loan Agreement shall be amended
    by inserting the following text appearing at the end of Section 2.3.1(b)(ii) thereof:

 

	 	“Notwithstanding the foregoing,
    from the 2011 Effective Date until July 31, 2011, if a repayment of principal is required as a result of an overadvance pursuant
    to (A) above, such repayment will only be required to the extent that such overadvance exceeds the lesser of (1) Four Million
    Dollars ($4,000,000) and (2) forty percent (40.0%) of the aggregate amount of unrestricted and unencumbered cash of Borrower
    maintained with Bank. For sake of clarity, (x) notwithstanding the prior sentence, Borrower may not request, and Bank has
    no obligation to make, any new Advances based on Borrower’s unrestricted and unencumbered cash at Bank, (y) the provision
    in the immediately preceding sentence shall be ineffective as of August 1, 2011 and thereafter, at which time any such overadvance
    needs to immediately be repaid in full in cash and (z) nothing herein shall be deemed to be a waiver of any Event of Default
    arising from the actions resulting in such overadvance (other than the actual overadvance).”

 

	 	5	The Loan Agreement shall be amended
    by deleting the following text appearing in Section 2.3.2 thereof:

 

	 	“The demand may, at Bank’s
    option, include the Term Advance, the Advance for each Financed Receivable then outstanding and all accrued Finance Charges,
    the Early Termination Fee, Collateral Handling Fees, Loan Fees, interest, attorneys’ and professional fees, court costs
    and expenses, and any other Obligations.”

 

	 	 	and inserting in lieu thereof
    the following:

 

	 	“The demand may, at Bank’s
    option, include the Term Advance, the Term Advance #2, the Advance for each Financed Receivable then outstanding and all accrued
    Finance Charges, the Early Termination Fee, Collateral Handling Fees, Loan Fees, interest, attorneys’ and professional
    fees, court costs and expenses, and any other Obligations.”

 

	 	6	The Loan Agreement
    shall be amended by deleting the following text appearing in Section 3.2 thereof:




 







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

 

	 	 	and inserting in lieu thereof
    the following:

 

	 	“ (a) receipt of (i) with
    respect to requests for Advances, the Advance Request and Invoice Transmittal, or (ii) with
    respect to the request for the Term Advance and the Term Advance #2, timely receipt of an executed Payment/Advance Form;”




    	 



    	



    

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

 

	 	“(a) Adjusted EBITDA.
    Subject to subsection (c) below, maintain,  to be tested as of the last day of each quarter, Adjusted EBITDA of
    at least (i) ($1,300,000) for the quarter ending September 30, 2010, (ii) $1,700,000 for the quarter ending December 31, 2010,
    (iii) ($4,300,000) for the quarter ending March 31, 2011, (iv) $1.00 for the quarter ending June 30, 2011, and (v) $750,000
    for the quarter ending September 30, 2011, and on the last day of each quarter thereafter.”

 

	 	 	and inserting in lieu thereof
    the following:

 

	 	“(a) Adjusted EBITDA.
    Subject to subsection (c) below, maintain, to be tested as of the last day of each quarter, Adjusted EBITDA of at least (i)
    ($1,300,000) for the quarter ending September 30, 2010, (ii) $1,700,000 for the quarter ending December 31, 2010, (iii) ($4,800,000)
    for the quarter ending March 31, 2011, (iv) ($1,000,000) for the quarter ending June 30, 2011, (v) $750,000 for the quarter
    ending September 30, 2011, and (vi) for the quarter ending December 31, 2011, and for each quarter thereafter, an amount equal
    to (A) if the 2011 Equity Event has occurred and the Term Advance #2 was not made, $750,000, (B) if the 2011 Equity Event
    has occurred and the Term Advance #2 was made, $1,250,000, or (C) if the 2011 Equity Event has not occurred, $1,000,000.”

 

	 	8	The Loan Agreement shall be amended
    by inserting the following new definitions appearing alphabetically in Section 13.1 thereof:

 

		““2011 Effective
    Date” is April 27, 2011.”




 


		““2011
    Equity Event” is the receipt by Borrower, from new and/or existing investors of Borrower, on or after the 2011 Effective
    Date but on or before September 30, 2011, of proceeds of equity or a Subordinated Debt financing, in form and substance acceptable
    to Bank in Bank’s sole discretion, resulting in unrestricted gross cash proceeds to Borrower of at least Five Million
    Dollars ($5,000,000.00).”




 


		“Draw Period” is the period
    of time beginning upon the occurrence of the 2011 Equity Event and ending on the earlier to occur of (a) thirty (30) days
    following the receipt by Borrower of at least Five Million Dollars ($5,000,000.00) in gross cash proceeds in connection with
    the 2011 Equity Event and (b) September 30, 2011.”




 


		““Term Advance
    #2” is defined in Section 2.1.3(a).”




 


		““Term
    Advance #2 Amortization Date” is the first (1st) calendar day of the month that is the seventh (7th)
    month following the Funding Date for the Term Advance #2.”




 


		““Term Advance
    #2 Fee” is defined in Section 2.2.2.”








    	 



    	



    

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




 


		““Term
    Loan #2 Maturity Date” is the first (1st) calendar day of the month that is the thirty-fifth (35th)
    month following the Term Advance #2 Amortization Date.”




 








		““Term Loan
    #2 Payment” is defined in Section 2.1.3(b).”




 


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


 





	 	““Applicable Rate” is (a) with respect
    to Financed Receivables based upon individual Eligible Accounts, a per annum rate equal to the Prime Rate plus one and three-quarters
    of one percent (1.75%), (b) with respect to Advances based upon Aggregate Eligible Accounts, a per annum rate equal to the
    Prime Rate plus one and one-quarter of one percent (1.25%), (c) with respect to Advances based upon Non-Formula Placeholder
    Invoices, a per annum rate equal to the Prime Rate, and (d) with respect to the Term Advance, a per annum rate equal to the
    Prime Rate plus two and one-half of one percent (2.50%).”
	 	 
	 	““Credit Extension” is any Advance, the Term
Advance, or any other extension of credit by Bank for Borrower’s benefit.”
	 	 
	 	““Prepayment Premium” is (a) on or prior to the date
    that is one (1) year after the Funding Date, three percent (3.0%) of the principal amount of the Term Advance prepaid, (b)
    after the date that is one (1) year after the Funding Date but on or prior to the date that is two (2) years after the Funding
    Date, two percent (2.0%) of the principal amount of the Term Advance prepaid, and (c) after the date that is two (2) years
    after the Funding Date but on or prior to the date that is three (3) years after the Funding Date, one percent (1.0%) of the
    principal amount of the Term Advance prepaid. For sake of clarity, a prepayment shall include any payment hereunder made in
    connection with the Term Advance prior to the Term Loan Maturity Date that is not a scheduled payment of principal or interest.”



 


	 	 	and inserting in lieu thereof the following:



 


	 	““Applicable Rate” is (a) with respect
    to Financed Receivables based upon individual Eligible Accounts, a per annum rate equal to the Prime Rate plus one and three-quarters
    of






    	 



    	



    



















		one
    percent (1.75%), (b) with respect to Advances based upon Aggregate Eligible Accounts, a per annum rate equal to the Prime
    Rate plus one and one-quarter of one percent (1.25%), (c) with respect to Advances based upon Non-Formula Placeholder Invoices,
    a per annum rate equal to the Prime Rate, (d) with respect to the Term Advance, a per annum rate equal to the Prime Rate plus
    two and one-half of one percent (2.50%) and (e) with respect to the Term Advance #2, a per annum rate equal to the Prime Rate
    plus two and one-half of one percent (2.50%).”
	 	 
		““Credit     Extension” is any Advance, the Term Advance, the Term Advance #2, or any other extension of
    credit by Bank for Borrower’s     benefit.”
	 	 
		““Prepayment     Premium” is (a) on or prior to the date that is one (1) year after the Funding Date for
    the Term Advance, three     percent (3.0%) of the principal amount of the Term Advance prepaid, (b) after the date that is
    one (1) year after the Funding     Date for the Term Advance but on or prior to the date that is two (2) years after such
    Funding Date, two percent (2.0%) of     the principal amount of the Term Advance prepaid, and (c) after the date that is two
    (2) years after the Funding Date for     the Term Advance but on or prior to the date that is three (3) years after such
    Funding Date, one percent (1.0%) of the principal     amount of the Term Advance prepaid. For sake of clarity, a prepayment
    shall include any payment hereunder made in connection     with the Term Advance prior to the Term Loan Maturity Date that is
    not a scheduled payment of principal or interest.”




 


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


 


4. FEES. Borrower shall pay
to Bank a modification fee equal to Twenty-Five Thousand Dollars ($25,000.00), which fee shall be fully earned, due and payable
as of the date hereof. Borrower shall also reimburse Bank for all reasonable legal fees and expenses incurred in connection with
this amendment to the Existing Loan Documents.


 


5. RATIFICATION OF PERFECTION CERTIFICATES.


 


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


 


(b) Carepages hereby
ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated
as of September 22, 2010 executed and delivered by Carepages, and acknowledges, confirms and agrees the disclosures and information
Carepages provided to Bank in the Perfection Certificate have not changed, as of the date hereof.






    	 



    	



    

(c) Revolution
Health hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection
Certificate dated as of September 22, 2010 executed and delivered by Revolution Health, and acknowledges, confirms and agrees
the disclosures and information Revolution Health provided to Bank in the Perfection Certificate have not changed, as of the date
hereof.


 


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


 


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


 


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


 


9. CONTINUING VALIDITY. Borrower understands and agrees
that in modifying the existing Obligations, Bank is relying upon Borrower’s representations, warranties, and agreements,
as set forth in the Existing Loan Documents. Except as expressly modified pursuant to this Loan Modification Agreement, the terms
of the Existing Loan Documents remain unchanged and in full force and effect. Bank’s agreement to modifications to the existing
Obligations pursuant to this Loan Modification Agreement in no way shall obligate Bank to make any future modifications to the
Obligations. Nothing in this Loan Modification Agreement shall constitute a satisfaction of the Obligations. It is the intention
of Bank and Borrower to retain as liable parties all makers of Existing Loan Documents, unless the party is expressly released
by Bank in writing. No maker will be released by virtue of this Loan Modification Agreement.


 


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






    	 



    	



    








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


 





	BORROWER:	 	BANK:
	 	 	 
	EVERYDAY HEALTH, INC.	 	SILICON VALLEY BANK
	 	 	 
	By:	/s/
      Alan Shapiro	 	By:	/s/
    Michael McMahon
	 	 	 	 	 
	Name:	Alan
      Shapiro	 	Name:	Michael McMahon
	 	 	 	 	 
	Title:	EVP
      and General Counsel	 	Title:	VP
	 	 	 	 	 
	CAREPAGES, INC.	 	 	 
	 	 	 	 
	By:	/s/
    Alan Shapiro	 	 	 
	 	 	 	 	 
	Name:	Alan
    Shapiro	 	 	 
	 	 	 	 	 
	Title:	President	 	 	 
	 	 	 	 	 
	REVOLUTION HEALTH GROUP LLC	 	 	 
	 	 	 	 
	By:	/s/
    Alan Shapiro	 	 	 
	 	 	 	 	 
	Name:	Alan
    Shapiro	 	 	 
	 	 	 	 	 
	Title:	General
      Counsel	 	 	 




















    	 



    	



    

Exhibit
A


 


Schedule
1 to Compliance Certificate


 


Financial
Covenants of Borrower


 


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


 


Dated: ___________________


 





	I.	Adjusted EBITDA (Section 6.7(a))
	 	 	 
	Required:	 	See chart below


    








	Period	 	EBITDA
	Quarter
    ending September 30, 2010	 	($1,300,000)
	Quarter
    ending December 31, 2010	 	$1,700,000
	Quarter
    ending March 31, 2011	 	($4,800,000)
	Quarter
    ending June 30, 2011	 	($1,000,000)
	Quarter
    ending September 30, 2011	 	$750,000
	Quarter
    ending December 31, 2011, and as of the last day of each quarter thereafter	 	(a) if the 2011 Equity Event
    has occurred and the Term Advance #2 was not made, $750,000, (b) if the 2011 Equity Event has occurred and the Term Advance
    #2 was made, $1,250,000, or (c) if the 2011 Equity Event has not occurred, $1,000,000








 


Actual:


 





	A.	EBITDA
    (earnings before interest, taxes, depreciation and amortization in accordance with GAAP)	$
    	 	 
	B.	Unfinanced
    capital expenditures of Borrower (including capitalized software and development costs)	$
    	 	 
	C.	Non-cash
    stock compensation expense	$
    	 	 
	D.	Reasonable
    add-backs for non-cash items for which Borrower provided written details to Bank	$
    	 	 
	E.	On
    or prior to May 31, 2011 and only to the extent disclosed in its profit and loss statements delivered to Bank, up to One Million
    Two Hundred Thousand Dollars ($1,200,000.00) in aggregate earn-out payments made as a result of the 2008 acquisition of Nurture
    Media LLC	$	 	 
	F.	Up
    to Five Hundred Fifty Thousand Dollars ($550,000.00) in respect of the write-off of deferred financing costs relating to the
    Horizon and Square 1 Bank credit facilities	$	 	 
	G.	Other
    one-times charges approved by Bank in writing in its sole discretion	$
    	 	 
	H.	Adjusted
    EBITDA (line A minus line B plus line C plus line D plus line E plus line F plus line G)	$
    	 	 









    	 



    	



    

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


 





	 	________ No, not in compliance	________ Yes, in compliance














    	 



    	



    

	II.	Minimum Cash (Section 6.7(b)
	 	 	 
	Required	 	$10,000,000




 








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









 


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


 





	 	_______ No, not in compliance	_______ Yes, in compliance












 


	III.	Adjusted Quick Ratio (Section 6.7(c) – if applicable)
	 	 	 
	Required:  	 	≥2.0:1.0




 





Actual:


 





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








 


Is line I equal to or greater than
2.0:1:0?


 





	 	________ No, not in compliance	________ Yes, in compliance