Exhibit 10.13.1


 


Myrtle Potter
and Company, LLC    1275 Lincoln Ave, Suite 7    San Jose Ca. 95125 

Phone 408-993-1614   Fax 408-993-1602


 


AGREEMENT FOR


MEDPAGE TODAY INTERNATIONAL WEBSITE SPONSORSHIPS


 


This Agreement (“Agreement”),
dated and effective September 10, 2012 by and between Myrtle Potter and Company, LLC (“Advisor”) and Everyday
Health Media, LLC (“Client” or “Everyday Health”) is hereby agreed to by the Parties.


 


This Agreement shall be governed by
the terms and conditions below. Please sign below to indicate your approval of the project scope outlined within this document
and for work to begin.


 


	Everyday Health Media, LLC 	 	Myrtle Potter and Company, LLC
	 	 	 	 
	Date:	9/13/12	 	Date:	9/5/12
	 	 	 	 	 
	Name:	Alan Shapiro	 	Name:	Myrtle Potter
	 	 	 	 	 
	Signature: 	/s/ Alan Shapiro	 	Signature: 	/s/ Myrtle Potter
	 	 	 	 	 
	Title:	 General Counsel	 	Title:	CEO


 


Agreement Terms and Conditions:


 


Services:


Myrtle Potter and Company, LLC, shall
provide the Services as set forth in the Statement of Work and Appendix A attached hereto and incorporated herein by reference.
Pursuant to the Everyday Health charter, this Agreement will require formal approval by the Everyday Health Board of Directors
and stockholders.


 


Compensation:


Client shall compensate Myrtle Potter
and Company for the Services as set forth below and as set forth in Appendix A, attached hereto
and incorporated herein by reference.


 


As compensation for the 12-month engagement
outlined below, Advisor will be paid an engagement fee in the amount of $145,000 (inclusive of administrative costs). In addition
to the engagement fee referenced in the preceding sentence, Advisor will be paid commission fees as follows: With respect to any
sponsorships secured by Advisor for Everyday Health during the year-long engagement, Advisor shall receive a commission of 10%
of all sponsorship revenues received by Everyday Health from such client for the 3-year period following the launch of such international
site. By way of example, if Advisor secures Company X to sponsor an MPT international site in the United Kingdom and such site
launches on January 1, 2014, Advisor shall receive 10% of the sponsorship revenues received from Company X for the U.K. site for
2014, 2015 and 2016. Advisor will aim to secure contracts valued at $3 million or more. However, the 10% commission fee shall apply
to all contracts executed under this agreement.


 


Payment Terms for Fees:


 


		•	The
                                                                                                                                           engagement
                                                                                                                                           fee
                                                                                                                                           shall
                                                                                                                                           be
                                                                                                                                           paid
                                                                                                                                           in
                                                                                                                                           quarterly
                                                                                                                                           installments
                                                                                                                                           during
                                                                                                                                           the
                                                                                                                                           term
                                                                                                                                           of
                                                                                                                                           the
                                                                                                                                           engagement
                                                                                                                                           as
                                                                                                                                           follows:
                                                                                                                                           (i)
                                                                                                                                           $72,500
                                                                                                                                           shall
                                                                                                                                           be
                                                                                                                                           paid
                                                                                                                                           within
                                                                                                                                           10
                                                                                                                                           business
                                                                                                                                           days
                                                                                                                                           of
                                                                                                                                           the
                                                                                                                                           kick-off




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Myrtle Potter
and Company, LLC    1275 Lincoln Ave, Suite 7    San Jose Ca. 95125 

Phone 408-993-1614   Fax 408-993-1602


 


		 	meeting (expected to be held in early September); (ii) $24,167 shall be paid by December 15, 2012; (iii) $24,167 shall be
                                                                                  paid by March 15, 2013; and (iv) $24166 shall be paid by June 15, 2013.
		•	Reasonable
                                                                                                                                                   expenses
                                                                                                                                                   (not
                                                                                                                                                   including
                                                                                                                                                   Administrative
                                                                                                                                                   Costs
                                                                                                                                                   which
                                                                                                                                                   are
                                                                                                                                                   included
                                                                                                                                                   in
                                                                                                                                                   the
                                                                                                                                                   engagement
                                                                                                                                                   fee)
                                                                                                                                                   will
                                                                                                                                                   be
                                                                                                                                                   billed
                                                                                                                                                   monthly
                                                                                                                                                   and
                                                                                                                                                   are
                                                                                                                                                   due
                                                                                                                                                   within
                                                                                                                                                   30
                                                                                                                                                   days
                                                                                                                                                   of
                                                                                                                                                   receipt. 



 


Payment Terms for Commissions:


 


		•	EH
                                                                                                                                                   shall
                                                                                                                                                   notify
                                                                                                                                                   Advisor
                                                                                                                                                   within
                                                                                                                                                   3
                                                                                                                                                   days
                                                                                                                                                   of
                                                                                                                                                   receipt
                                                                                                                                                   of
                                                                                                                                                   sponsorship
                                                                                                                                                   fees.
		•	Commission
                                                                                                                                                   payments
                                                                                                                                                   owed
                                                                                                                                                   to
                                                                                                                                                   Advisor
                                                                                                                                                   from
                                                                                                                                                   these
                                                                                                                                                   sponsorship
                                                                                                                                                   fees
                                                                                                                                                   shall
                                                                                                                                                   be
                                                                                                                                                   paid
                                                                                                                                                   within
                                                                                                                                                   30
                                                                                                                                                   days
                                                                                                                                                   of
                                                                                                                                                   receipt
                                                                                                                                                   by
                                                                                                                                                   EH
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   relevant
                                                                                                                                                   sponsorship
                                                                                                                                                   fee.



 


Term and Termination: The one-year
engagement shall commence on September 10, 2012 and shall continue for one year thereafter. Everyday Health shall have the right
to terminate this Agreement on 60 days’ notice to Advisor. In the event of such termination, Advisor shall be entitled to receive
the entire engagement fee (and reimbursement of any expenses) plus the commission for any sponsorship deals closed prior to the
termination date and any sponsorship deals closed in the six-month period following the termination date if Advisor had performed
any work relating to pitching such sponsorship deal.


 


Additional Legal Terms:


 


All materials and deliverables created
by Advisor specifically for Everyday Health hereunder (“Work Product”), either alone or in collaboration with others,
shall be deemed a work made for hire and will be owned by Everyday Health. In the event that any such Work Product or portion
of such Work Product is determined not to be a work made for hire, Advisor hereby assigns fully to Everyday Health all right,
title and interest in and to the Work Product and any copyrights, trade secrets or other intellectual property rights relating
thereto. All sponsorships shall be subject to definitive agreements to be negotiated and executed by Everyday Health directly
with the client, and Advisor shall not enter into any agreements with the clients or otherwise bind Everyday Health.



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Myrtle Potter
and Company, LLC    1275 Lincoln Ave, Suite 7    San Jose Ca. 95125 

Phone 408-993-1614   Fax 408-993-1602


 


STATEMENT OF
WORK


 


Introduction and
Context


 


MedPage Today has established
itself as the premier source for breaking medical news and conference coverage for doctors and health-care professionals.
While www.MedPageToday.com targets US-based physicians and health-care professionals, the MedPage Today content is
relevant and valuable to international audiences (and MedPage Today reporters already cover key international conferences).
As a result, there is an opportunity to expand MedPage Today in key international markets (beyond simply monetizing the
international audience that visits www.MedPageToday.com).


 


This project work commences on September
10, 2012 (as pre-work will be required by the Advisor in advance of the Kick-off meeting to held between Advisor and Everyday
Health (expected to be early September 2012)) and shall continue for one year thereafter. The Everyday Health project contacts
on this project will be Paul Slavin, Anthony Manson and Jeannie Gammon.


 


The details of the deliverables are
provided in Appendix A of this Statement of Work.



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Myrtle Potter
and Company, LLC    1275 Lincoln Ave, Suite 7    San Jose Ca. 95125 

Phone 408-993-1614   Fax 408-993-1602


 


Appendix A 


 


SCOPE OF WORK


 


Given the significant expenses required
to launch localized MedPage Today sites in international locations (i.e. personnel, content, marketing/traffic acquisition and
technology expenses), the goal is to secure marquee sponsorships that would fund the creation and launch of international sites.
Subject to editorial independence and local regulatory considerations, the marquee sponsors, expected to be pharmaceutical companies,
would have input into the countries where the sites would be launched and the key areas of editorial focus. The goal would be
to secure multi-year sponsorships (i.e. at least three year deals) with a minimum annual sponsorship fee of $3M per year. The
sponsors, in addition to the input described above, would retain a very significant majority of the advertising/sponsorship inventory
on the site (e.g. 75% in Year 1, 65% in Year 2 and 50% in Year 3 and thereafter). MedPage Today would also provide certain guarantees
with regard to physician traffic and engagement on the relevant site.


 


MedPage Today is retaining Myrtle Potter
& Company, LLC (Advisor) to assist in securing sponsorships for the MedPage Today international sites. The 12-month engagement
calls for Advisor to accomplish the following:


 


		(i)	Determine the best target countries, based on factors such
as physician population, importance to the pharmaceutical industry based on revenue/profitability metrics, regulatory considerations
and competitive landscape;
		(ii)	Determine
                                                                                                                                                                                 the
                                                                                                                                                                                 best
                                                                                                                                                                                 target
                                                                                                                                                                                 therapeutic
                                                                                                                                                                                 areas
                                                                                                                                                                                 based
                                                                                                                                                                                 on
                                                                                                                                                                                 maturity
                                                                                                                                                                                 of
                                                                                                                                                                                 the
                                                                                                                                                                                 brands
                                                                                                                                                                                 in
                                                                                                                                                                                 the
                                                                                                                                                                                 class
                                                                                                                                                                                 in
                                                                                                                                                                                 the
                                                                                                                                                                                 respective
                                                                                                                                                                                 countries
                                                                                                                                                                                 and
                                                                                                                                                                                 the
                                                                                                                                                                                 level
                                                                                                                                                                                 or
                                                                                                                                                                                 promotion
                                                                                                                                                                                 committed
                                                                                                                                                                                 by the
                                                                                                                                                                                 manufacturer
		(iii)	Determine
                                                                                                                                                the
                                                                                                                                                best
                                                                                                                                                brands/
                                                                                                                                                target
                                                                                                                                                manufacturers
                                                                                                                                                based
                                                                                                                                                on
                                                                                                                                                brand
                                                                                                                                                goals
                                                                                                                                                and
                                                                                                                                                regulatory
                                                                                                                                                constraints
		(iv)	Identify
                                                                                                                                               and
                                                                                                                                               secure
                                                                                                                                               marquee
                                                                                                                                               sponsorships
                                                                                                                                               based
                                                                                                                                               on
                                                                                                                                               the
                                                                                                                                               criteria
                                                                                                                                               outlined
                                                                                                                                               above,
                                                                                                                                               including:



		i.	Developing
                                                                                                                                             the
                                                                                                                                             business
                                                                                                                                             case,
		ii.	Developing
                                                                                                                                              the
                                                                                                                                              pitch
                                                                                                                                              deck
		iii.	Developing
                                                                                                                                               the
                                                                                                                                               target
                                                                                                                                               list
                                                                                                                                               of
                                                                                                                                               potential
                                                                                                                                               pharmaceutical
                                                                                                                                               manufacturer
                                                                                                                                               targets
		iv.	Pitching specific sponsorship proposals to such targets.
		v.	Securing
                                                                                                                                             contracted
                                                                                                                                             sponsorships



 


For
its part, Everyday Health will support the project as follows:


 


		I)	Participate
                                                                                                                                             in
                                                                                                                                             Briefing
                                                                                                                                             and
                                                                                                                                             Background
                                                                                                                                             Download
                                                                                                                                             Meeting
                                                                                                                                             (2
                                                                                                                                             days)



		a.	Brief
                                                                                                                                             Advisor
                                                                                                                                             Team
                                                                                                                                             on
                                                                                                                                             the
                                                                                                                                             status
                                                                                                                                             of
                                                                                                                                             MedPage
                                                                                                                                             Today
                                                                                                                                             in
                                                                                                                                             international
                                                                                                                                             markets
		b.	Brief
                                                                                                                                                                               Advisor
                                                                                                                                                                               Team
                                                                                                                                                                               on
                                                                                                                                                                               all
                                                                                                                                                                               elements
                                                                                                                                                                               of
                                                                                                                                                                               the
                                                                                                                                                                               MedPage
                                                                                                                                                                               product
                                                                                                                                                                               present
                                                                                                                                                                               current
                                                                                                                                                                               business
                                                                                                                                                                               case
		c.	Present
                                                                                                                                              current
                                                                                                                                              business
                                                                                                                                              case
                                                                                                                                              statistics



		i.	Audience
                                                                                                                                             size
                                                                                                                                             and
                                                                                                                                             engagement
                                                                                                                                             statistics



		d.	Present
                                                                                                                                             current
                                                                                                                                             pitch
                                                                                                                                             deck




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Myrtle Potter
and Company, LLC    1275 Lincoln Ave, Suite 7    San Jose Ca. 95125 

Phone 408-993-1614   Fax 408-993-1602


 


		e.	Share
                                                                                                                                             sales
                                                                                                                                             history



		i.	Reasons
                                                                                                                                             for
                                                                                                                                             “yes”;
                                                                                                                                             reasons
                                                                                                                                             for
                                                                                                                                             “no”



		f.	Competitive
                                                                                                                                             assessment
		g.	Current
                                                                                                                                             pricing
                                                                                                                                             structure



		i.	Including
                                                                                                                                             how
                                                                                                                                             any
                                                                                                                                             guarantees
                                                                                                                                             will
                                                                                                                                             work



		h.	Present
                                                                                                                                             range
                                                                                                                                             of
                                                                                                                                             opportunities
                                                                                                                                             for
                                                                                                                                             customization



		i.	Share
                                                                                                                                             six
                                                                                                                                             current
                                                                                                                                             case
                                                                                                                                             studies
                                                                                                                                             of



		i.	How
                                                                                                                                             MedPage
                                                                                                                                             was
                                                                                                                                             sold?
		ii.	Who
                                                                                                                                              the
                                                                                                                                              sale
                                                                                                                                              was
                                                                                                                                              to?
		iii.	What
                                                                                                                                               was
                                                                                                                                               viewed
                                                                                                                                               as
                                                                                                                                               distinctive?
		iv.	How
                                                                                                                                              was
                                                                                                                                              the
                                                                                                                                              deal
                                                                                                                                              price?
		v.	What
                                                                                                                                             role
                                                                                                                                             did
                                                                                                                                             guarantees
                                                                                                                                             play?
		vi.	What
                                                                                                                                              /how
                                                                                                                                              do
                                                                                                                                              you
                                                                                                                                              analyze,
                                                                                                                                              measure
                                                                                                                                              and
                                                                                                                                              monitor
                                                                                                                                              results
                                                                                                                                              and
                                                                                                                                              progress?
		vii.	How
                                                                                                                                               is
                                                                                                                                               ongoing
                                                                                                                                               maintenance
                                                                                                                                               done? 



	 	j.	Provide
                                                                                                                                               deck
                                                                                                                                               that
                                                                                                                                               describes
                                                                                                                                               how
                                                                                                                                               an
                                                                                                                                               account
                                                                                                                                               is
                                                                                                                                               brought
                                                                                                                                               on-line



 


		II)	Assign
                                                                                                                                              a
                                                                                                                                              sales
                                                                                                                                              account
                                                                                                                                              person
                                                                                                                                              to
                                                                                                                                              the
                                                                                                                                              manufacturer
                                                                                                                                              to
                                                                                                                                              participate
                                                                                                                                              in
                                                                                                                                              sales
                                                                                                                                              activities
                                                                                                                                              if
                                                                                                                                              desired
                                                                                                                                              by
                                                                                                                                              Advisor
                                                                                                                                              and
                                                                                                                                              to
                                                                                                                                              implement
                                                                                                                                              the
                                                                                                                                              contract
                                                                                                                                              sold
                                                                                                                                              by
                                                                                                                                              Advisor
		III)	Provide
                                                                                                                                               research
                                                                                                                                               data
                                                                                                                                               and
                                                                                                                                               analysis
                                                                                                                                               from
                                                                                                                                               EVDY,
                                                                                                                                               Crossix
                                                                                                                                               and
                                                                                                                                               external
                                                                                                                                               secondary
                                                                                                                                               data
                                                                                                                                               sources
                                                                                                                                               if
                                                                                                                                               needed
		IV)	Provide
                                                                                                                                              technical
                                                                                                                                              support
                                                                                                                                              on
                                                                                                                                              the
                                                                                                                                              development
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              pitch
                                                                                                                                              decks




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Myrtle Potter
and Company, LLC    1275 Lincoln Ave, Suite 7    San Jose Ca. 95125 

Phone 408-993-1614   Fax 408-993-1602


 


PROJECT COSTS


 


	Services / Deliverables	 	Estimated Fees	 
	 	 	 	 	 
	•    Engagement Fee: Advisor shall do the following:	 	$	145,000	 
	o    Determine priority countries
o    Determine priority manufacturers
o    Determine
priority therapeutic areas
o    Determine priority brands
o    Identify appropriate contacts per manufacturer
o    Prepare business
case for manufacturers
o    Prepare pitch deck for use with target manufacturers
o    Secure pitch appointments
o    Secure sponsorships
for MedPage Today international sites	 	 	 	 
	 	 	 	 	 
	•    Sales
    Commissions paid to Advisor	 	10% (as outlined in body of Agreement)	 
	 	 	 	 	 
	•    Administrative Costs	 	 	 
	 	 	 	 
	Includes Advisor’s administrative and project management costs, document preparation,
    mail, video conferencing, telephone, printing, reproduction, shipping etc.	 	Included as part of engagement fee above	 
	 	 	 	 	 
	•    Research Data and Information	 	 	To be billed as a pass through	 
	This project will require securing research data that comprises physician population profiles, sales data by therapeutic area and brand, by country, MedPage Today measurements etc. Every effort will be made to use existing research. Any required research spending will be billed as a pass through. Advisor will notify Everyday Health in advance of engaging any research vendors to ensure that Everyday Health doesn’t otherwise have access to such information and so that Everyday Health can approve any such cash outlays.	 	 	 	 





 


		§	Administrative
                                                                                                                                                        costs
                                                                                                                                                        listed
                                                                                                                                                        above
                                                                                                                                                        do
                                                                                                                                                        not
                                                                                                                                                        include
                                                                                                                                                        travel
                                                                                                                                                        costs
                                                                                                                                                        for
                                                                                                                                                        Advisor,
                                                                                                                                                        which
                                                                                                                                                        will
                                                                                                                                                        be
                                                                                                                                                        billed
                                                                                                                                                        separately.
                                                                                                                                                        
		§	Fees
                                                                                                                                                        do
                                                                                                                                                        not
                                                                                                                                                        include
                                                                                                                                                        any
                                                                                                                                                        applicable
                                                                                                                                                        taxes.




    	6



    	



    


Myrtle Potter
and Company, LLC    1275 Lincoln Ave, Suite 7    San Jose Ca. 95125 

Phone 408-993-1614   Fax 408-993-1602


 


		§	Taxes
                                                                                                                                                        may
                                                                                                                                                        not
                                                                                                                                                        be
                                                                                                                                                        determined
                                                                                                                                                        until
                                                                                                                                                        the
                                                                                                                                                        project
                                                                                                                                                        is
                                                                                                                                                        complete.
		§	California
                                                                                                                                                        state
                                                                                                                                                        law
                                                                                                                                                        requires
                                                                                                                                                        Advisor
                                                                                                                                                        to
                                                                                                                                                        collect
                                                                                                                                                        sales
                                                                                                                                                        tax
                                                                                                                                                        if
                                                                                                                                                        the
                                                                                                                                                        project
                                                                                                                                                        results
                                                                                                                                                        in
                                                                                                                                                        the
                                                                                                                                                        sale
                                                                                                                                                        of
                                                                                                                                                        tangible
                                                                                                                                                        property.
		§	Myrtle
                                                                                                                                                        Potter
                                                                                                                                                        and
                                                                                                                                                        Company
                                                                                                                                                        is
                                                                                                                                                        not
                                                                                                                                                        responsible
                                                                                                                                                        for
                                                                                                                                                        the
                                                                                                                                                        hosting
                                                                                                                                                        of
                                                                                                                                                        electronic
                                                                                                                                                        documents.



 


End of Document



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