Exhibit 10.3.4


 


FOURTH AMENDMENT
OF LEASE


 


THIS
FOURTH AMENDMENT OF LEASE, dated as of the 1st day of April 2012 (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 its office 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,
New York 10014 (“Tenant”).


 


W I T N E S S E T H:


 


WHEREAS,
Landlord and Tenant entered into a lease dated as of August 26, 2009 (the “Original Lease”), which Original
Lease has been amended by a (i) First Amendment of Lease dated as of February 22, 2010 (the “First Amendment”),
(ii) Second Amendment of Lease dated as of May 1, 2010 (the “Second Amendment”) and (iii) Third Amendment of
Lease dated as of May 31, 2011 (the “Third Amendment”; the Original Lease, as so amended by the First Amendment,
the Second Amendment and the Third Amendment, collectively, the “Lease”), whereby Tenant leases from Landlord
portions of the 13th floor and 16th floor (the “Existing Premises”), and certain Basement
Space in the building known as 345 Hudson Street, New York, New York (the “Building”) for a term expiring on
October 31, 2023; and


 


WHEREAS,
Landlord and Tenant desire to amend the Lease to add the Expansion Space to the “Premises” and additional basement
space to the Basement Space (as such terms are defined in the Lease); and 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.Expansion
Space. Pursuant to a notice to Landlord dated February 10, 2012 and Paragraph 13 of the Third Amendment, Tenant exercised
its Tenant’s Expansion Option on the Expansion Space, comprised of a portion of the 13th floor of the Building,
as depicted on Exhibit F of the Third Amendment. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Expansion
Space on the terms set forth in Paragraph 13 of the Third Amendment. Landlord and Tenant agree that (a) the Fixed Rent and Operating
Expense Payments for the Expansion Space are set forth in Exhibit A annexed to this Agreement and (b) the Base Tax Factor
for the Expansion Space shall be the Taxes payable for the Tax Year commencing on July 1, 2012 and ending on June 30, 2013.


 


3.Additional
Basement Space. (a) A portion of the basement level of the Building substantially as shown hatched on the plan annexed hereto
as Exhibit B (the “Additional Basement Space”) is hereby added to and shall be considered part of the
Basement Space demised under the Lease, commencing on the date of this Agreement (the “Additional Basement



    	 



    	



    

Space
Commencement Date”) and ending on the Expiration Date (as the same may be extended pursuant to the terms of the Lease).


 


(b)The
provisions of Paragraphs 2(b), 4, 6 and 7 of the Second Amendment shall apply to the Additional Basement Space.


 


(c)Tenant
shall pay Fixed Rent and Operating Expense Payments for the Additional Basement Space in accordance with Exhibit C annexed
to this Agreement. In consideration of Tenant’s demise of a portion of the Additional Basement Space and the installation
of an entry door, the Fixed Rent for the first four months the term of the lease of the Additional Basement Space shall be abated
in the amount of $1,531.42 per month.


 


(d)(i)
Tenant covenants and agrees that Landlord shall, at any time during the term of the lease of the Additional Basement Space, have
the absolute and unqualified right, upon not less than thirty (30) days prior written notice to Tenant, to designate as the Additional
Basement Space any other portion of the basement of the Building (hereinafter called “Substituted Basement Space”),
provided that such Substituted Basement Space shall be of comparable (or larger) size and dimensions as the Additional Basement
Space demised hereunder. Such notice shall specify and designate the space so substituted for the Additional Basement Space. Notwithstanding
such substitution of space, this Agreement and all the terms, provisions, covenants and conditions contained herein shall remain
and continue in full force and effect, except that the Additional Basement Space shall be deemed to be such Substituted Basement
Space, with the same force and effect as if the Substituted Basement Space were originally specified in this Agreement as the Additional
Basement Space hereunder.


 


(ii)
In the event of the substitution of the Additional Basement Space as provided above,


 


(A)Landlord
shall notify Tenant when the Substituted Basement Space is ready for delivery (a “Substitution Notice”) and
Tenant shall accept the same in its “as is” condition as of the date of such notice;


 


(B)Tenant,
within thirty (30) days after receipt of a Substitution Notice (with time being of the essence) shall, at Tenant’s expense,
move the contents of the original Additional Basement Space to the Substituted Basement Space, and upon failure of Tenant to do
so, Landlord may, as Tenant’s agent, at Tenant’s expense, remove Tenant’s property from the Additional Basement
Space to the Substituted Basement Space.


 


(iii)
Following substitution of the Additional Basement Space, Landlord and Tenant shall, promptly at the request of either party, execute
and deliver an agreement memorializing such substitution of space and the change (if any) in the Fixed Rent and Operating Expense
Payment set forth on Exhibit C annexed hereto; provided, however, that such rent shall not be increased in the event that
the Substituted Basement Space shall have a larger rentable area than the original Additional Basement Space.


 


4.
Broker. Tenant represents that Tenant has had no dealings or negotiations with any broker or agent, other than Jones Lang
LaSalle Brokerage, Inc. (“JLL”) and Cushman & Wakefield, Inc. (“C&W”; C&W, together
with JLL, collectively “Broker”), in connection with



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this
Agreement. Tenant’s execution and delivery of this Agreement shall be conclusive evidence that Tenant acknowledges
that Landlord has relied upon the foregoing representation. Landlord shall pay C&W a commission for the Expansion Space pursuant
to a separate agreement, and JLL shall execute and deliver to Landlord and Tenant a waiver of any right or claim it may have to
a commission with respect to the Expansion Space. Tenant shall pay, hold harmless, indemnify, and at Landlord’s request
defend, Landlord for, from and against any and all costs, expenses (including attorneys’ fees and disbursements (and attorneys’
fees and disbursements incurred in establishing liability and in collecting amounts payable under this Section 4)) and
liability for, or arising in connection with, any compensation, commissions or charges claimed by any broker or agent (excluding
Broker) with respect to this Agreement.


 


5.Ratification.
Except as modified by this Agreement, all of the terms, covenants and conditions of the Lease shall apply to the Additional Premises
and shall remain in full force and effect.


 


6.Counterparts;
Electronic Signatures, Etc. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original,
but all of which when taken together will constitute one and the same instrument. The signature page of any counterpart of this
Agreement may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page
is attached to any other counterpart of this Agreement identical thereto except having an additional signature page executed by
the other party(ies) to this Agreement attached thereto. An executed counterpart of this Agreement transmitted by facsimile, email
or other electronic transmission shall be deemed an original counterpart and shall be as effective as an original counterpart
of this Agreement and shall be legally binding upon the parties hereto to the same extent as delivery of an original counterpart.


 


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


 


[REMAINDER OF
PAGE INTENTIONALLY LEFT BLANK]



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


 


	 	 	LANDLORD:	 
	 	 	 	 	 
	Approved as to form by:	 	THE RECTOR, CHURCH-WARDENS AND
 VESTRYMEN OF TRINITY CHURCH IN 
 THE CITY OF NEW YORK	 
	 	 	 	 	 
	/s/ Marc Packman	 	By:	/s/ Jason Pizer	 
	Marc Packman	 	 	Jason Pizer	 
	Senior Vice President/Director 	 	 	Executive Vice President	 
	of Real Estate Leasing	 	 	 	 
	 	 	By:	/s/ Stacy Brandom	 
	 	 	 	Stacy Brandom	 
	 	 	 	Chief Financial Officer	 
	 	 	 	 	 
	 	 	By:	/s/ Dr. James H. Cooper	 
	 	 	 	The Rev. Dr. James H. Cooper	 
	 	 	 	Rector	 
	 	 	 	 	 
	 	 	TENANT:	 
	 	 	 	 	 
	 	 	EVERYDAY HEALTH, INC.	 
	 	 	 	 	 
	 	 	By:	/s/ Alan Shapiro	 
	 	 	 	Name: Alan Shapiro	 
	 	 	 	Title: EVP and General Counsel	 




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EXHIBIT A


 


FIXED RENT AND
OPERATING EXPENSE PAYMENT 

(Expansion Space)


 


	Lease Year	 	 	Fixed Rent	 	 	Operating Escalation	 	 	Escalated Rent	 
	1	 	$	270,056	 	 	____	 	$	270,056	 
	2	 	$	270,056	 	$	8,102	 	$	278,158	 
	3	 	$	270,056	 	$	16,446	 	$	286,502	 
	4	 	$	270,056	 	$	25,041	 	$	295,097	 
	5	 	$	270,056	 	$	33,894	 	$	303,950	 
	6	 	$	297,452	 	$	43,013	 	$	340,465	 
	7	 	$	297,452	 	$	53,227	 	$	350,679	 
	8	 	$	297,452	 	$	63,747	 	$	361,199	 
	9	 	$	297,452	 	$	74,583	 	$	372,035	 
	10	 	$	297,452	 	$	85,744	 	$	383,196	 
	11	 	$	297,452	 	$	97,240	 	$	394,692	 



 


The
first Lease Year commences on the Expansion Space Commencement Date and ends on the last day of the month in which the first anniversary
of the Expansion Space Commencement Date occurs. The last Lease Year ends on the Expiration Date



    	 



    	



    

EXHIBIT B


 

Additional Basement
Space


 

 



    	 



    	



    

EXHIBIT C


 


FIXED RENT AND
OPERATING EXPENSE PAYMENT 

(Additional Basement Space)


 


	Lease Year	 	 	Fixed Rent	 	 	Operating Escalation	 	 	Escalated Rent	 
	1	 	$	18,377	 	 	0	 	$	18,377	 
	2	 	$	18,377	 	$	551	 	$	18,928	 
	3	 	$	18,377	 	$	1,119	 	$	19,496	 
	4	 	$	18,377	 	$	1,704	 	$	20,081	 
	5	 	$	18,377	 	$	2,306	 	$	20,683	 
	6	 	$	21,573	 	$	2,927	 	$	24,500	 
	7	 	$	21,573	 	$	3,662	 	$	25,235	 
	8	 	$	21,573	 	$	4,419	 	$	25,992	 
	9	 	$	21,573	 	$	5,199	 	$	26,772	 
	10	 	$	21,573	 	$	6,002	 	$	27,575	 
	11	 	$	21,573	 	$	6,829	 	$	28,402	 
	12	 	$	21,573	 	$	7,681	 	$	29,254