Exhibit 10.3.2


 


SECOND AMENDMENT
OF LEASE


 


THIS
SECOND AMENDMENT OF LEASE, dated as of the 1st day of May 2010 (this “Agreement”), made by and between THE
RECTOR, CHURCH-WARDENS AND VESTRYMEN OF TRINITY CHURCH IN THE CITY OF NEW YORK, a religious corporation, having an address at
75 Varick Street, 2nd Floor, New York, New York 10013 (“Landlord”), and EVERYDAY HEALTH, INC. (formerly known
as Waterfront Media, Inc.), a Delaware corporation, having an address at 345 Hudson Street, New York, NY 10014 (“Tenant”).


 


W I T N E S S E T H:


 


WHEREAS,
Landlord and Tenant (formerly known as Waterfront Media, Inc.) entered into a lease dated as of August 26, 2009, as amended by
First Amendment of Lease dated as of February 22, 2010 (as so amended, the “Lease”), whereby Tenant leases
from Landlord certain premises on the 16th floor of the building commonly known as 345 Hudson Street, New York, New
York (the “Building”); and


 


WHEREAS,
Landlord and Tenant desire to amend the Lease to: (i) add certain additional premises to the “Premises” (as
such term is defined in the Lease); and (ii) otherwise amend the provisions of the Lease, all on the terms and conditions contained
in this Agreement.


 


NOW,
THEREFORE, in consideration of the premises and of the mutual covenants and conditions hereinafter set forth, the parties agree
as follows:


 


1.
Defined Terms. All capitalized terms used in this Agreement which are not otherwise defined herein shall have the meanings
ascribed to them in the Lease.


 


2.
Basement Space.


 


(a)A
portion of the basement level of the Building substantially as shown darkened on the plan annexed hereto as Schedule A
(the “Basement Space”), is hereby added to and shall be considered a part of the “Premises” demised
under the Lease, commencing on May 1, 2010 (the “Basement Space Commencement Date”), and ending on the Expiration
Date (as the same may be extended pursuant to the terms of the Lease), such that the lease of the Basement Space shall be coterminous
with the lease of the balance of the Premises.


 


(b)Tenant
shall lease the Basement Space in its “as is” condition as of the Basement Space Commencement Date, it being understood
that Landlord shall not be obligated to perform any work to prepare the Basement Space for Tenant’s occupancy, nor to contribute
to the cost thereof. Landlord makes no representations or warranties with respect to the Basement Space.



    	 



    	



    

(c)
Tenant’s use and occupancy of the Basement Space shall be for storage purposes only, and shall be subject to all of the
terms and conditions set forth in the Lease, except as otherwise provided in this Agreement.


 


3.Fixed
Rent. From the Basement Space Commencement Date through and including the Expiration Date, Tenant shall pay Fixed Rent for
the Basement Space of $6,800 per annum ($566.67 per month), inclusive of charges for electricity.


 


4.Services
Provided to the Basement Space. Effective as of the Basement Space Commencement Date, and for the remainder of the Term of
the Lease, Landlord shall provide: (a) electric service and capacity to the Basement Space solely for the purpose of lighting
the same; and (b) passenger and freight elevator service to the basement level of the Building for use in connection with the
Basement Space, in accordance with the provisions of the Lease. Except as provided in this Section 4, Landlord shall not
be responsible for the rendition or delivery of any services or utilities to the Basement Space whatsoever, including, without
limitation, water, heat, ventilation, air-conditioning, or cleaning.


 


5.Broker.
Tenant covenants, represents and warrants to Landlord that Tenant has had no dealings or communications with any broker or agent
in connection with the consummation of this Agreement, and Tenant covenants and agrees to pay, hold harmless and indemnify Landlord
from and against any and all claims or other liability for any compensation, commissions or charges claimed by any broker or agent
with respect to this Agreement or the negotiation thereof. The provisions of this Section 5 shall survive the expiration
or sooner termination of this Agreement.


 


6.Limitation
on Liability. Tenant hereby acknowledges that there are risks inherent to below grade storage of personal property, including,
without limitation, water damage due to seepage and/or leakage, mold, mildew, and theft. Tenant hereby acknowledges and agrees
that in no event shall Landlord or its agents, managers, members, contractors or employees be liable for any loss or damage to
Tenant or Tenant’s property and Tenant hereby waives all claims it may now or hereafter have against Landlord or its agents,
managers, members, contractors or employees with respect to any loss or damage it may suffer in connection with Tenant’s
use of the Basement Space; provided however that such waiver shall not apply in the case of the gross negligence or willful misconduct
on the part of Landlord or its agents, managers, members, contractors or employees.


 


7.Ratification.
Except as modified by this Agreement, all of the terms, covenants and conditions of the Lease shall remain in full force and effect.
For the avoidance of doubt, the following provisions of the Lease shall be inapplicable to the Basement Space: Article 3 and Schedule
C, the Tenant Improvement Allowance and Section 6.5, Landlord’s Work and Article 38, the last sentence of Section 28.1 and
Article 32 of the original lease, and all of the First Amendment of Lease.


 


8.Signatures.
This Agreement is offered for signature by Tenant and it is understood that this Agreement shall not be binding upon Landlord
or Tenant unless and



    	 



    	



    

until
Landlord shall have executed and delivered a fully-executed copy of this Agreement to Tenant.


 


9.No
Oral Modification. This Agreement may not be changed or terminated orally, but only by an agreement in writing signed by Landlord
and Tenant.


 


10.Counterparts.
This Agreement may be executed in multiple counterparts, and all of which, taken together, shall constitute one instrument.


 


IN
WITNESS WHEREOF, this Agreement has been executed as of the day and year first above written.


 


	 	LANDLORD:	 
	 	 	 
	 	THE RECTOR, CHURCH-WARDENS 	 
	 	AND VESTRYMEN OF TRINITY	 
	 	CHURCH IN THE CITY OF NEW YORK	 
	 	 	 	 
	 	By:	/s/ Jason Pizer	 
	 	 	Jason Pizer	 
	 	 	Senior Vice President of Leasing	 
	 	 	 	 
	 	By:	/s/ Carl Weisbrod	 
	 	 	Carl Weisbrod	 
	 	 	Executive Vice President	 
	 	 	 	 
	 	By:	/s/ Stacy Brandom	 
	 	 	Stacy Brandom	 
	 	 	Chief Financial Officer	 
	 	 	 	 
	 	TENANT:	 
	 	 	 	 
	 	EVERYDAY HEALTH, INC.	 
	 	 	 	 
	 	By:	/s/ Alan Shapiro	 
	 	 	Name: Alan Shapiro	 
	 	 	Title: EVP & General Counsel	 




    	 



    	



    

SCHEDULE A


 


BASEMENT SPACE


 


 


 


ALL AREAS, DIMENSIONS AND CONDITIONS ARE APPROXIMATE