Exhibit 4.8


 


THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES
LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO
THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.


 


WARRANT TO PURCHASE STOCK


 




	Company: 	Everyday Health, Inc., a Delaware corporation 


	Number of Shares: 	274,882, subject to adjustment 


	Type/Series of Stock: 	Common Stock, $0.01 par value per share


	Warrant Price: 	$0.01 per Share, subject to adjustment


	Issue Date: 	October 22, 2012


	Expiration Date: 	October 21, 2022 See also Section 5.1(b).


	Credit Facility:	 This Warrant to Purchase
    Stock (“Warrant”) is issued in connection with that certain Subordinated Loan and Security Agreement
    of even date herewith among Silicon Valley Bank, Silver Lake Waterman Fund, L.P., the Company, Everyday Health Media, LLC
    and MedPage Today, L.L.C. (as amended and/or modified and in effect from time to time, the “Loan Agreement”).
	 	 







THIS WARRANT CERTIFIES
THAT, for good and valuable consideration, SILVER LAKE WATERMAN FUND, L.P. (together with any successor or permitted assignee
or transferee of this Warrant or of any shares issued upon exercise hereof, “Holder”) is entitled to
purchase the number of fully paid and non-assessable shares (the “Shares”) of the above-stated Type/Series
of Stock (the “Class”) of the above-named company (the “Company”) at the above-stated
Warrant Price, all as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon
the terms and conditions set forth in this Warrant.


 


SECTION 1. EXERCISE.


 


1.1 Method of Exercise. Holder may
at any time and from time to time exercise this Warrant, in whole or in part, by delivering to the Company the original of this
Warrant together with a duly executed Notice of Exercise in substantially the form attached hereto as Appendix 1 and, unless Holder
is exercising this Warrant pursuant to a cashless exercise set forth in Section 1.2, a check, wire transfer of same-day funds
(to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price
for the Shares being purchased.


 


1.2 Cashless Exercise. On any exercise
of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise
in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or
portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully
paid and non-assessable Shares as are computed using the following formula:


 


X = Y(A-B)/A



    	 



    	



    


	 	where:	 	 	 
	 	 	X =	 	the number of Shares to be issued to the Holder;
	 	 	 	 	 
	 	 	Y =	 	the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price);
	 	 	 	 	 
	 	 	A =	 	the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and
	 	 	 	 	 
	 	 	B =	 	the Warrant Price.


 


1.3 Fair Market
Value. If shares of the Class are then traded or quoted on a nationally recognized securities exchange, inter-dealer quotation
system or over-the-counter market (a “Trading Market”), the fair market value of a Share shall be the
closing price or last sale price of a share of the Class reported for the Business Day immediately before the date on which Holder
delivers this Warrant together with its Notice of Exercise to the Company. If shares of the Class are not then traded in a Trading
Market, the Board of Directors of the Company shall determine the fair market value of a Share in its reasonable good faith judgment.


 


1.4 Delivery of
Certificate and New Warrant. Within a reasonable time after Holder exercises this Warrant in the manner set forth in Section
1.1 or 1.2 above, the Company shall deliver to Holder a certificate representing the Shares issued to Holder upon such exercise
and, if this Warrant has not been fully exercised and has not expired, a new warrant of like tenor representing the Shares not
so acquired.


 


1.5 Replacement
of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in
form, substance and amount to the Company or, in the case of mutilation, on surrender of this Warrant to the Company for cancellation,
the Company shall, within a reasonable time, execute and deliver to Holder, in lieu of this Warrant, a new warrant of like tenor
and amount.


 


1.6
Treatment of Warrant Upon Acquisition of Company.


 


(a) Acquisition.
For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions
involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company
(ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected
exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company
in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s
(or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization
(or, if such Company stockholders beneficially own a majority of the outstanding voting power of the surviving or successor entity
as of immediately after such merger, consolidation or reorganization, such surviving or successor entity is not the Company);
or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s
then-total outstanding combined voting power; provided, that neither of the following shall be considered an Acquisition: (x)
a merger or



    	2



    	



    


consolidation effected solely for purposes of changing the Company’s
domicile, or (y) any transaction or series of related transactions the principal purpose of which is a bona fide equity financing
of the Company.


 


(b)
Treatment of Warrant at Acquisition. In the event of an Acquisition in which the consideration to be received by the Company’s
stockholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public
Acquisition”), either (i) Holder shall exercise this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise
will be deemed effective immediately prior to and contingent upon the consummation of such Acquisition or (ii) if Holder elects
not to exercise the Warrant, this Warrant will expire immediately prior to the consummation of such Acquisition.


 


(c) The Company shall provide Holder with
written notice of its request relating to the Cash/Public Acquisition (together with such reasonable information as Holder may
reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition giving
rise to such notice), which is to be delivered to Holder not less than seven (7) Business Days prior to the closing of the proposed
Cash/Public Acquisition. In the event the Company does not provide such notice, then if, immediately prior to the Cash/Public Acquisition,
the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section
1.3 above would be greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and
as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not
previously have been exercised, and the Company shall promptly notify the Holder of the number of Shares (or such other securities)
issued upon such exercise to the Holder and Holder shall be deemed to have restated each of the representations and warranties
in Section 4 of the Warrant as the date thereof.


 


(d) Upon the closing of any Acquisition other
than a Cash/Public Acquisition, the acquiring, surviving or successor entity shall assume the obligations of this Warrant, and
this Warrant shall thereafter be exercisable for the same securities and/or other property as would have been paid for the Shares
issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on and as of the closing of
such Acquisition, subject to further adjustment from time to time in accordance with the provisions of this Warrant.


 


(e) As used in this
Warrant, “Marketable Securities” means securities meeting all of the following requirements: (i) the
issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and is then current in its filing of all required reports and
other information under the Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer that
would be received by Holder in connection with the Acquisition were Holder to exercise this Warrant on or prior to the closing
thereof is then traded in Trading Market, and (iii) following the closing of such Acquisition, Holder would not be restricted
from publicly re-selling all of the issuer’s shares and/or other securities that would be received by Holder in such Acquisition
were Holder to exercise or convert this Warrant in full on or prior to the closing of such Acquisition, except to the extent that
any such restriction (x) arises solely under federal or state securities laws, rules or regulations, and (y) does not extend beyond
six (6) months from the closing of such Acquisition.


 


1.7 Stockholders’
Agreement. Upon any exercise of this Warrant, Holder agrees that it shall be subject to and bound by (and shall, if the Company
so requests in writing, become a party to, by execution and delivery to the Company of a counterpart signature page, joinder agreement,



    	3



    	



    

instrument of accession or similar instrument),
the Company’s Sixth Amended and Restated Stockholder Rights Agreement dated November 10, 2012, as amended and/or restated
and in effect from time to time (the “Stockholders’ Agreement”), solely with respect to the Shares
issued upon such exercise, solely to the extent that all holders of one percent (1%) or more of the outstanding shares of the
Class (determined on an as-converted-to-common-stock basis) are then parties thereto, and solely to the extent that the Stockholders’
Agreement is then by its terms in force and effect.


 


SECTION 2. ADJUSTMENTS
TO THE SHARES AND WARRANT PRICE.


 


2.1 Stock Dividends,
Splits, Etc. If the Company declares or pays a dividend or distribution on the outstanding shares of the Class payable in
additional shares of the Class or other securities or property (other than cash), then upon exercise of this Warrant, for each
Share acquired, Holder shall receive, without additional cost to Holder, the total number and kind of securities and property
which Holder would have received had Holder owned the Shares of record as of the date the dividend or distribution occurred. If
the Company subdivides the outstanding shares of the Class by reclassification or otherwise into a greater number of shares, the
number of Shares purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased.
If the outstanding shares of the Class are combined or consolidated, by reclassification or otherwise, into a lesser number of
shares, the Warrant Price shall be proportionately increased and the number of Shares shall be proportionately decreased.


 


2.2 Reclassification,
Exchange, Combinations or Substitution. Upon any event whereby all of the outstanding shares of the Class are reclassified,
exchanged, combined, substituted, or replaced for, into, with or by Company securities of a different class and/or series, then
from and after the consummation of such event, this Warrant will be exercisable for the number, class and series of Company securities
that Holder would have received had the Shares been outstanding on and as of the consummation of such event, and subject to further
adjustment thereafter from time to time in accordance with the provisions of this Warrant. The provisions of this Section 2.2
shall similarly apply to successive reclassifications, exchanges, combinations substitutions, replacements or other similar events.


 


2.3 No Fractional
Share. No fractional Share shall be issuable upon exercise of this Warrant and the number of Shares to be issued shall be
rounded down to the nearest whole Share. If a fractional Share interest arises upon any exercise of the Warrant, the Company shall
eliminate such fractional Share interest by paying Holder in cash the amount computed by multiplying the fractional interest by
(i) the fair market value (as determined in accordance with Section 1.3 above) of a full Share, less (ii) the then-effective Warrant
Price.


 


2.4 Notice/Certificate
as to Adjustments. Upon each adjustment of the Warrant Price, Class and/or number of Shares, the Company, at the Company’s
expense, shall notify Holder in writing within a reasonable time setting forth the adjustments to the Warrant Price, Class and/or
number of Shares and facts upon which such adjustment is based. The Company shall, upon written request from Holder, furnish Holder
with a certificate of its Chief Financial Officer, including computations of such adjustment and the Warrant Price, Class and
number of Shares in effect upon the date of such adjustment.


 


2.5 Pay to Play
Adjustments. Notwithstanding the definition of Class herein, if Pay to Play Provisions are at any time during the term of
this Warrant applied to the outstanding shares of the Class, then from and after such application, “Class” shall mean
that class and series of the



    	4



    	



    

Company’s securities that a holder of outstanding shares
of the Class as of immediately prior to such application would have received or retained had such holder participated in the manner
necessary to receive or retain the class and series of the Company’s securities having the relative rights, powers, privileges
and preferences more favorable to the holder. As used herein, “Pay to Play Provisions” means provisions set forth in
the Company’s Certificate of Incorporation or elsewhere that require holders of the outstanding shares of the Class to participate
in a subsequent round of equity financing of the Company or lose all or a portion of the benefit of anti-dilution protection or
any other right, power, privilege or preference applicable to such shares or have such shares automatically convert to another
class or series of Company capital stock.


 


SECTION 3. REPRESENTATIONS
AND COVENANTS OF THE COMPANY.


 


3.1
Representations and Warranties. The Company represents and warrants to, and agrees with, the Holder as follows:


 


(a)
The number of Shares for which this Warrant is exercisable on and as of the Issue Date hereof represents not less than 0.622%
of the Company’s total issued and outstanding shares of common stock, calculated on a fully-diluted basis assuming the conversion
into common stock of all outstanding securities and instruments convertible by their terms into shares of common stock (regardless
of whether such securities or instruments are by their terms now so convertible) and the exercise in full of all outstanding options,
warrants (including, without limitation, this Warrant) and other rights to purchase or acquire shares of common stock or securities
exercisable for or convertible into shares of common stock (regardless of whether such options, warrants or other rights to purchase
or acquire are by their terms now exercisable).


 


(b) All Shares which may be issued upon the
exercise of this Warrant shall, upon issuance, be duly authorized, validly issued, fully paid and non-assessable, and free of any
liens and encumbrances except for restrictions on transfer provided for herein, under the Stockholders’ Agreement (to the
extent Holder is then a party thereto or is by the terms of Section 1.7 above subject thereto and bound thereby) or under applicable
federal and state securities laws. The Company covenants that it shall at all times cause to be reserved and kept available out
of its authorized and unissued capital stock such number of shares of the Class and other securities as will be sufficient to permit
the exercise in full of this Warrant.


 


(c) The Company’s capitalization table
attached hereto as Schedule 1 is true and complete, in all material respects, as of the Issue Date.


 


3.2
Notice of Certain Events. If the Company proposes at any time to:


 


(a) declare any dividend or distribution
upon the outstanding shares of the Class, whether in cash, property, stock, or other securities and whether or not a regular cash
dividend;


 


(b) offer for subscription or sale pro rata
to the holders of the outstanding shares of the Class any additional shares of any class or series of the Company’s stock
(other than pursuant to contractual pre-emptive rights);


 


(c) effect any reclassification, exchange,
combination, substitution, reorganization or recapitalization of the outstanding shares of the Class;



    	5



    	



    


(d) effect an Acquisition or to liquidate,
dissolve or wind up; or


 


(e) effect its initial,
underwritten offering and sale of its securities to the public pursuant to an effective registration statement under the Act (the
“IPO”);


 


then, in connection with each such event, the Company shall
give Holder:


 


(1)
in the case of the matters referred to in (a) and (b) above, at least seven (7) Business Days prior written notice of the earlier
to occur of the effective date thereof or the date on which a record will be taken for such dividend, distribution, or subscription
rights (and specifying the date on which the holders of outstanding shares of the Class will be entitled thereto) or for determining
rights to vote, if any;


 


(2)
in the case of the matters referred to in (c) and (d) above at least seven (7) Business Days prior written notice of the date
when the same will take place (and specifying the date on which the holders of outstanding shares of the Class will be entitled
to exchange their shares for the securities or other property deliverable upon the occurrence of such event); and


 


(3)–with respect to the IPO, at least seven (7) Business Days prior written notice of the date on which the Company proposes to
file its registration statement in connection therewith.


 


Reference is made to Section 1.6(c) whereby this Warrant will
be deemed to be exercised pursuant to Section 1.2 hereof if the Company does not give written notice to Holder of a Cash/Public
Acquisition as required by the terms hereof. Company will also provide information requested by Holder that is reasonably necessary
to enable Holder to comply with Holder’s accounting or reporting requirements.


 


SECTION 4. REPRESENTATIONS,
WARRANTIES OF THE HOLDER.


 


The
Holder represents and warrants to the Company as follows:


 


4.1 Purchase for
Own Account. This Warrant and the Shares to be acquired upon exercise of this Warrant by Holder are being acquired for investment
for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning
of the Act. Holder also represents that it has not been formed for the specific purpose of acquiring this Warrant or the Shares.


 


4.2 Disclosure of
Information. Holder is aware of the Company’s business affairs and financial condition and has received or has had full
access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the
acquisition of this Warrant and its underlying securities. Holder further has had an opportunity to ask questions and receive
answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and
to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable
effort or expense) necessary to verify any information furnished to Holder or to which Holder has access.


 


4.3 Investment Experience.
Holder understands that the purchase of this Warrant and its underlying securities involves substantial risk. Holder has experience
as an investor in securities of companies in the development stage and acknowledges that Holder can bear the economic risk of
such





    	6



    	



    


Holder’s investment in this Warrant and its underlying
securities and has such knowledge and experience in financial or business matters that Holder is capable of evaluating the merits
and risks of its investment in this Warrant and its underlying securities and/or has a preexisting personal or business relationship
with the Company and certain of its officers, directors or controlling persons of a nature and duration that enables Holder to
be aware of the character, business acumen and financial circumstances of such persons.


 


4.4 Accredited Investor
Status. Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act.


 


4.5 The Act. Holder
understands that this Warrant and the Shares issuable upon exercise hereof have not been registered under the Act in reliance
upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s
investment intent as expressed herein. Holder understands that this Warrant and the Shares issued upon any exercise hereof must
be held indefinitely unless subsequently registered under the Act and qualified under applicable state securities laws, or unless
exemption from such registration and qualification are otherwise available. Holder is aware of the provisions of Rule 144 promulgated
under the Act.


 


4.6 No Voting Rights.
Holder, as a Holder of this Warrant, will not have any voting rights until the exercise of this Warrant.


 


4.7 Market Stand-off
Agreement. The Holder agrees that the Shares shall be subject to the Market Standoff provisions in Section 2.12 of the Stockholders’
Agreement.


 


SECTION 5. MISCELLANEOUS.


 


5.1
Term; Automatic Cashless Exercise Upon Expiration.


 


(a) Term. Subject
to the provisions of Section 1.6 above, this Warrant is exercisable in whole or in part at any time and from time to time on or
before 6:00 PM, Pacific time, on the Expiration Date and shall be void thereafter.


 


(b) Automatic Cashless
Exercise upon Expiration. In the event that, upon the Expiration Date, the fair market value of one Share as determined in
accordance with Section 1.3 above is greater than the Warrant Price in effect on such date, then this Warrant shall automatically
be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares for which it shall not previously
have been exercised, and the Company shall, within a reasonable time, deliver a certificate representing the Shares issued upon
such exercise to Holder.


 


5.2 Legends.
Each certificate evidencing Shares shall be imprinted with a legend in substantially the following form:


 


THE SHARES EVIDENCED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE ISSUER TO
SILVER LAKE WATERMAN FUND, L.P. DATED OCTOBER 22, 2012, MAY NOT BE OFFERED, SOLD, PLEDGED





    	7



    	



    


OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID
ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR
OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.


 


5.3 Compliance
with Securities Laws on Transfer. This Warrant and the Shares issued upon exercise of this Warrant may not be transferred
or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and
the transferee (including, without limitation, the delivery of investment representation letters and legal opinions
reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to
provide an opinion of counsel if the transfer is to an affiliate of Holder, provided that such affiliate is an
“accredited investor” as defined in Regulation D promulgated under the Act. Additionally, the Company shall also
not require an opinion of counsel if there is no material question as to the availability of Rule 144 promulgated under the
Act.


 


5.4 Transfer Procedure.
Subject to the provisions of Section 5.3 and upon providing the Company with written notice, Holder may transfer all or part of
this Warrant or the Shares issued upon exercise of this Warrant (or the securities issued upon conversion of the Shares, if any)
to any transferee, provided, however, in connection with any such transfer, Holder will give the Company notice of the portion
of the Warrant and/or Shares (and/or securities issued upon conversion of the Shares, if any) being transferred with the name,
address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance
to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee shall agree in writing with
the Company to be bound by all of the terms and conditions of this Warrant. Notwithstanding any contrary provision herein, at
all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion
hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares
issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an
Acquisition of the Company by such a direct competitor.


 


5.5 Notices.
All notices and other communications hereunder from the Company to the Holder, or vice versa, shall be deemed delivered and effective
(i) when given personally, (ii) on the third (3rd) Business Day after being mailed by first-class registered
or certified mail, postage prepaid, (iii) upon actual receipt if given by facsimile or electronic mail and such receipt is confirmed
in writing by the recipient, or (iv) on the first Business Day following delivery to a reliable overnight courier service, courier
fee prepaid, in any case at such address as may have been furnished to the Company or Holder, as the case may be, in writing by
the Company or such Holder from time to time in accordance with the provisions of this Section 5.5. All notices to Holder shall
be addressed as follows until the Company receives notice of a change of address in connection with a transfer or otherwise:


 


Silver Lake Waterman Fund, L.P.

One Market Plaza, Steuart Tower, Suite 1000

San Francisco, California 94105

Attn: Contract Administration

Email: SLWContracts@silverlake.com


 


Notice to the Company shall be addressed
as follows until Holder receives notice of a change in address:



    	8



    	



    


Everyday Health, Inc.
Attn: Alan Shapiro
345 Hudson Street, 16th Floor

New York, NY 10014
Facsimile: (646) 728-9506
Email: ashapiro@everydayhealthinc.com


 


With a copy (which shall not
constitute notice) to:



Cooley LLP

Attn: Babak (Bo) Yaghmaie, Esq.

1114 Avenue of the Americas

New York, NY 10036

Facsimile: (212) 479-6275

Email: bo@cooley.com


 


5.6 Waiver.
This Warrant and any term hereof may be changed, waived, discharged or terminated (either generally or in a particular instance
and either retroactively or prospectively) only by an instrument in writing signed by the party against which enforcement of such
change, waiver, discharge or termination is sought.


 


5.7 Attorneys’
Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing
in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’
fees.


 


5.8 Counterparts;
Facsimile/Electronic Signatures. This Warrant may be executed in counterparts, all of which together shall constitute one
and the same agreement. Any signature page delivered electronically or by facsimile shall be binding to the same extent as an
original signature page with regards to any agreement subject to the terms hereof or any amendment thereto.


 


5.9 Governing Law.
This Warrant shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to
its principles regarding conflicts of law.


 


5.10 Headings.
The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision
of this Warrant.


 


5.11 Business Days.
“Business Day” is any day that is not a Saturday, Sunday or a day on which Silver Lake Waterman Fund,
L.P. is closed.


 


[Remainder of page left blank intentionally]

[Signature page follows]



    	9



    	



    

IN WITNESS WHEREOF, the parties have caused
this Warrant to Purchase Stock to be executed by their duly authorized representatives effective as of the Issue Date written above.


 


“COMPANY”


 


EVERYDAY HEALTH, INC.


 


	By: 	/s/ Alan Shapiro	 


 

	Name: 	     Alan Shapiro	 
	 	  (Print)	 
	Title: 	     EVP and General Counsel	 



 


“HOLDER”



SILVER LAKE WATERMAN FUND, L.P.



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

its General Partner


 


	By: 	/s/ Shawn K. O’Neill	 


 

	Name: 	Shawn K. O’Neill	 
	 	  (Print)	 
	Title:	Managing Director	 




    	10



    	



    



APPENDIX 1


 


NOTICE OF EXERCISE


 


1. The undersigned Holder hereby exercises
its right to purchase                     
 shares of the Common/Series                     
 Preferred [circle one] Stock of                                         
 (the “Company”) in accordance with the attached Warrant To Purchase Stock, and tenders payment of
the aggregate Warrant Price for such shares as follows:


 


	 	£	check in the amount of $_______ payable to order of the Company enclosed herewith
	 	 	 
	 	£	Wire transfer of immediately available funds to the Company’s account
	 	 	 
	 	£	Cashless Exercise pursuant to Section 1.2 of the Warrant
	 	 	 
	 	£	Other [Describe] ____________________________________


 


2. Please issue a certificate or certificates
representing the Shares in the name specified below:


 


	 	Holder’s Name	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	(Address)	 


 


3. By its execution below and for the benefit
of the Company, Holder hereby restates each of the representations and warranties in Section 4 of the Warrant to Purchase Stock
as of the date hereof.


 


	 	HOLDER:	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:________________________________________________	 
	 	 	 	 
	 	Name:_____________________________________________	 
	 	 	 	 
	 	Title:______________________________________________	 
	 	 	 	 
	 	(Date):_____________________________________________	 


 


Appendix 1



    	 



    	



    

SCHEDULE 1



Company Capitalization Table



See attached


 


Schedule 1