Exhibit
  10.5.5


 


FOURTH LOAN
MODIFICATION AGREEMENT


 


This Fourth Loan Modification
Agreement (this “Loan Modification Agreement”) is entered into as of October 22, 2012, by and among (a) SILICON
VALLEY BANK, a California corporation (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa
Clara, California 95054 with a loan production office located at 505 Fifth Avenue, 11th Floor, New York, New York 10017,
and (b) EVERYDAY HEALTH, INC., a Delaware corporation (“Everyday Health”), with its principal place of business
at 345 Hudson Street, 16th Floor, New York, New York 10014, EVERYDAY HEALTH MEDIA, LLC, a Delaware limited
liability company (“Media”), with its principal place of business at 345 Hudson Street, 16th Floor, New
York, New York 10014 and MEDPAGE TODAY, L.L.C., a New Jersey limited liability company (“MedPage”), with its
principal place of business at 345 Hudson Street, 16th Floor, New York, New York 10014 (Everyday Health, Media and
MedPage are hereinafter jointly and severally, individually and collectively, referred to as “Borrower”).


 


1. DESCRIPTION OF EXISTING
INDEBTEDNESS AND OBLIGATIONS. Among other indebtedness and obligations which may be
owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a loan arrangement dated as of September 22, 2010, evidenced
by, among other documents, a certain Loan and Security Agreement dated as of September 22, 2010, as amended by a certain First
Loan Modification Agreement dated as of April 27, 2011, as affected by a certain Joinder Agreement dated as of July 8, 2011, as
further amended by a certain Second Loan Modification Agreement dated as of December 21, 2011, and as further amended by a certain
Third Loan Modification Agreement dated as of August 10, 2012 (as amended, the “Loan Agreement”). Capitalized terms
used but not otherwise defined herein shall have the same meaning as in the Loan Agreement.


 


2. DESCRIPTION OF COLLATERAL.
Repayment of the Obligations is secured by, among other property, (a) the Collateral, (b) the Intellectual Property Collateral
as defined in a certain Intellectual Property Security Agreement dated as of October 22, 2012, between Everyday Health and Bank
(as amended, the “Everyday Health IP Agreement”), (c) the Intellectual Property Collateral as defined in a certain
Intellectual Property Security Agreement dated as of October 22, 2012, between Media and Bank (as amended, the “Media IP
Agreement”), and (d) the Intellectual Property Collateral as defined in a certain Intellectual Property Security Agreement
dated as of October 22, 2012, between MedPage and Bank (as amended, the “MedPage IP Agreement”) (together with any
other collateral security granted to Bank, the “Security Documents”). Hereinafter, the Security Documents, together
with all other documents evidencing or securing the Obligations shall be referred to as the “Existing Loan Documents”.


 


3. DESCRIPTION OF CHANGE IN TERMS.


 


	 	A.	Modifications to Loan Agreement.



 


		1	Borrower shall deliver to Bank, on or before the date
that is five (5) days from the Fourth LMA Effective Date, each in form and substance satisfactory to Bank: (a) evidence of the
termination and discharge of all Liens of Square 1 Bank with respect to the Intellectual Property of Borrower (and of all Persons
that have merged into Borrower), together with evidence that such terminations and discharges have been duly filed with the U.S.
Patent and Trademark Office and any other applicable filing office, and (b) copies of issued endorsements to Borrower’s
(i) liability insurance policies that add Bank as an additional insured, (ii) property insurance policies that add Bank as loss
payee and lender loss payable, and (iii) liability insurance and property insurance policies that require the insurance company
under such policies to provide at least twenty (20) days prior written notice to Bank before canceling, amending or declining
to renew such policies. Borrower acknowledges and agrees that the failure of Borrower to satisfy any requirement set forth in
the immediately preceding sentence, on or before the date that is five (5) days from the Fourth LMA Effective Date, shall result
in an immediate Event of Default under the Loan Agreement for which there shall be no grace or cure period.






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	 	2	The Loan Agreement shall be
    amended by deleting the text “(Everyday Health, Carepages and Revolution Health are hereinafter jointly and severally,
    individually and collectively, referred to as “Borrower”)” from the preamble thereof.
	 	 	 
	 	3	The Loan Agreement shall be amended by deleting the following
    text, appearing in Section 2.1.1(b) thereof:


 


“In addition and
notwithstanding any terms in this Agreement to the contrary, at no point shall the aggregate principal amount of Obligations outstanding
with respect to Advances, the Term Advance, and the Term Advance #2 exceed Thirty-Two Million Dollars ($32,000,000.00).”


 


	 	4	The Loan Agreement shall be amended by deleting the following text, appearing in Section 4.1 thereof:


 


“If this Agreement
is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations)
are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at
such time this Agreement has been terminated, Bank shall, at Borrower’s sole cost and expense, release its Liens in the
Collateral and all rights therein shall revert to Borrower.”


 


and inserting in lieu
thereof the following:


 


“Borrower acknowledges
that it may have previously entered, and/or may in the future enter, into Bank Services with Bank. Regardless of the terms of
any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations
hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority security interest
granted herein.


 


If this Agreement is terminated,
Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied
in full, and at such time, Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral
and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations),
except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest
granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services,
if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral
in an amount equal to one hundred five percent (105.0%) for Letters of Credit denominated in Dollars and one hundred ten percent
(110.0%) for Letters of Credit denominated in a currency other than Dollars, in each case of the Dollar Equivalent of the face
amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated
by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.”


 


	 	5	The Loan Agreement shall be amended by deleting the following text, appearing in Section 5.2 thereof:



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“Except
as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with
respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest
in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination
of could interfere with Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10)
days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower’s
business or financial condition. Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver
by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral”
and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any
such license or agreement, whether now existing or entered into in the future.”


 


and inserting in lieu
thereof the following:


 


“Borrower is the
sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its
customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and
(c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or
purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property
which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable,
in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property
violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse
effect on Borrower’s business.


 


Except
as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.”


 


	 	6	The Loan Agreement shall be amended by inserting the following new text to appear at the end of Section 6.2 thereof:


 


“(k) Provide Bank prompt written notice of (i)
any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any
subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the IP Agreement, and (iii)
Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the
Intellectual Property.”


 


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


 


“(vi) ($2,000,000)
for the quarter ending September 30, 2012 and (vii) $6,000,000 for the quarter ending December 31, 2012.”


 


and inserting in lieu thereof
the following:



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“(vi) ($3,000,000)
for the quarter ending September 30, 2012 and (vii) $4,000,000 for the quarter ending December 31, 2012.”


 


		8	The Loan Agreement shall be amended by deleting the following, appearing as Section 6.8
                                                                           thereof:



 


“6.8 Protection of Intellectual Property
Rights. Borrower shall: (a) use commercially reasonable efforts to protect, defend and maintain the validity and
enforceability of its intellectual property; (b) promptly advise Bank in writing of material infringements of its
intellectual property; and (c) not allow any intellectual property material to Borrower’s business to be abandoned,
forfeited or dedicated to the public without Bank’s written consent.”


 


and inserting in lieu thereof the
following:


 


“6.8 Protection and Registration of Intellectual
Property Rights.


 


(a)
Borrower shall: (i) use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its
Intellectual Property; (ii) promptly advise Bank in writing of material infringements of its Intellectual Property; and (iii)
not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public
without Bank’s written consent.


 


(b)
If Borrower (i) obtains any Patent, registered Trademark, registered Copyright, registered mask work, or any pending application
for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent or the registration of any Trademark,
then Borrower shall promptly (and in any event, within two (2) Business Days) provide written notice thereof to Bank and shall
execute such intellectual property security agreements and other documents and take such other actions as Bank shall request in
its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in such
property. If Borrower decides to register any Copyrights or mask works in the United States Copyright Office, Borrower shall:
(x) provide Bank with at least ten (10) days prior written notice of Borrower’s intent to register such Copyrights or mask
works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto);
(y) execute an intellectual property security agreement and such other documents and take such other actions as Bank may request
in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in the
Copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property
security agreement with the United States Copyright Office contemporaneously with filing the Copyright or mask work application(s)
with the United States Copyright Office. Borrower shall promptly provide to Bank copies of all applications that it files for
Patents or for the registration of Trademarks, Copyrights or mask works, together with evidence of the recording of the intellectual
property security agreement necessary for Bank to perfect and maintain a first priority perfected security interest in such property.





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(c) Provide written notice
to Bank within ten (10) days of entering or becoming bound by any Restricted License (other than over-the-counter software that
is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of,
or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral”
and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any
such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of
a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement
and the other Loan Documents.”


 


	 	9	The Loan Agreement shall be amended by adding the following, to appear as Section 6.11 thereof:


 


“6.11
Eqal. Without limiting the requirements in Section 7 of this Agreement, in the event that Borrower fails to deliver evidence
to Bank, satisfactory to Bank, on or before December 31, 2012, that, on or before such date, Eqal was merged with and into a Borrower
(with such Borrower being the surviving legal entity from such merger), Borrower shall, on or before December 31, 2012, cause
Eqal to become a co-borrower with respect to this Agreement and the other Loan Documents, grant Bank a first-priority perfected
Lien in such assets of Eqal as are consistent with the description of the Collateral hereunder (as if the Collateral were deemed
to pertain to the assets of Eqal), and execute and deliver to Bank such agreements, certificates and other documents in connection
with the foregoing as required by Bank.”


 


	 	10	The Loan Agreement shall be amended by deleting the following, appearing as Section 8.10 thereof:


 


“8.10
Governmental Approvals. Any Governmental Approval shall have been (a) revoked, rescinded, suspended, modified in an
adverse manner or not renewed in the ordinary course for a full term or (b) subject to any decision by a Governmental Authority
that designates a hearing with respect to any applications for renewal of any such Governmental Approval or that could result
in the Governmental Authority taking any of the actions described in clause (a) above, and such decision or such revocation, rescission,
suspension, modification or non-renewal (i) has, or could reasonably be expected to have, a Material Adverse Change, or (ii) adversely
affects the legal qualifications of Borrower or any of its Subsidiaries to hold such Governmental Approval in any applicable jurisdiction
and such revocation, rescission, suspension, modification or non-renewal could reasonably be expected to affect the status of
or legal qualifications of Borrower or any of its Subsidiaries to hold any Governmental Approval in any other jurisdiction.”


 


			and inserting in lieu thereof the following:



 


“8.10
Governmental Approvals. Any Governmental Approval shall have been (a) revoked, rescinded, suspended, modified in an
adverse manner or not renewed in the ordinary course for a full term or (b) subject to any decision by a Governmental Authority
that designates a hearing with respect to any applications for renewal of any such Governmental Approval or that could result
in the Governmental Authority taking any of the actions described in



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clause
(a) above, and such decision or such revocation, rescission, suspension, modification or non-renewal (i) has, or could reasonably
be expected to have, a Material Adverse Change, or (ii) adversely affects the legal qualifications of Borrower or any of its Subsidiaries
to hold such Governmental Approval in any applicable jurisdiction and such revocation, rescission, suspension, modification or
non-renewal could reasonably be expected to affect the status of or legal qualifications of Borrower or any of its Subsidiaries
to hold any Governmental Approval in any other jurisdiction; or


 


8.11
Subordinated Loan Agreement. The occurrence of an Event of Default (as defined in the Subordinated Loan Agreement) under the
Subordinated Loan Agreement.”


 


		11	The Loan Agreement shall be amended by deleting the following
text, appearing in Section 10 thereof:



 


	 	“If to Borrower:	Everyday Health, Inc.

    Carepages, Inc.

    Revolution Health Group LLC

    345 Hudson Street, 16th Floor

    New York, New York 10014

    Attn: Alan Shapiro

    Fax: (646) 728-9506

    Email: ashapiro@everydayhealthinc.com
	 	 	 
	 	with a copy to:	Cooley LLP

    11951 Freedom Drive

    Reston, Virginia 20190

    Attn: Denise G. Zack, Esquire

    Fax: (703) 456-8100

    Email: dzack@cooley.com
	 	 	 
	 	If to Bank:	Silicon Valley Bank 

    535 Fifth Avenue, 27th Floor

    New York, New York 10017

    Attn: Mr. Michael McMahon

    Fax: (212) 688-5994

    Email: MMcMahon@svb.com”



 


	 	 	and inserting in lieu thereof the following:



 


	 	“If to Borrower:	Everyday Health, Inc.

    Everyday Health Media, LLC

    MedPage Today, L.L.C.

    345 Hudson Street, 16th Floor

    New York, New York 10014

    Attn: Alan Shapiro

    Fax: (646) 728-9506

    Email: ashapiro@everydayhealthinc.com



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	 	with a copy to:	Cooley LLP

    1114 Avenue of the Americas

    New York, New York 10036

    Attn: J. Peyton Worley, Esquire

    Fax: (212) 479-6275 

    Email: pworley@cooley.com
	 	 	 
	 	If to Bank:	Silicon Valley Bank

505 Fifth Avenue, 11th Floor

New York, New York 10017

Attn: Mr. Michael McMahon

Fax: (212) 867-0190

Email: MMcMahon@svb.com”


 


		12	The Loan Agreement shall be amended by adding the following
new text, to appear after the first sentence, but prior to the second sentence, of Section 12.10 thereof:



 


“Without limiting
the foregoing, except as otherwise provided in Section 4.1, the grant of a security interest by Borrower in Section 4.1 shall
survive until the termination of this Agreement and all Bank Services Agreements.”


 


		13	The Loan Agreement shall be amended by deleting the following
text, appearing in the definition of “Permitted Indebtedness” in Section 13.1 thereof:



 


 “(d) (i)
reimbursement obligations under corporate credit cards, not to exceed Three Hundred Fifty Thousand Dollars ($350,000.00) in
the aggregate at any time, and (ii) cash-collateralized letters of credit not to exceed Seven Hundred Fifty Thousand Dollars
($750,000.00) in the aggregate at any time; provided, however, such Indebtedness shall only be permitted until the maturity
or expiration thereof (pursuant to the documents in effect on the Effective Date) at which point such facilities shall only
be Permitted Indebtedness if provided by Bank;”


 


and inserting in lieu thereof
the following:


 


“(d)
intentionally omitted;”


 


		14	The Loan Agreement shall be amended by deleting the following
text, appearing in the definition of “Permitted Investments” in Section 13.1 thereof:



 


“(ii) loans to employees,
officers or directors relating to the purchase of equity securities of Borrower or its Subsidiaries pursuant to stock purchase
plan agreements approved by Borrower’s board of directors;”


 


			and inserting in lieu thereof the following:



 


“(ii) loans to employees,
officers or directors relating to the purchase of equity securities of Borrower or its Subsidiaries pursuant to stock purchase
plan agreements approved by Borrower’s board of directors (or the limited liability company equivalent thereof);”



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		15	The Loan Agreement shall be amended by deleting the following
text, appearing in the definition of “Permitted Liens” in Section 13.1 thereof:



 


“(c) Purchase money Liens securing no
more than Five Hundred Thousand Dollars ($500,000.00) in the aggregate amount outstanding (i) on equipment acquired or held
by Borrower incurred for financing the acquisition of the equipment, or (ii) existing on equipment when acquired, if the Lien
is confined to the property and improvements and the proceeds of the equipment;”


 


and inserting in lieu thereof
the following:


 


“(c) equipment
leases and purchase money Liens securing no more than (i) Five Hundred Thousand Dollars ($500,000.00) in the aggregate amount
outstanding with respect to equipment leases and (ii) Five Hundred Thousand Dollars ($500,000.00) in the aggregate amount
outstanding with respect to purchase money Liens, in each case (A) on equipment acquired or held (including by lease) by
Borrower incurred for financing the acquisition of the equipment, or (B) existing on equipment when acquired, if the Lien is
confined to the property and improvements and the proceeds of the equipment;”


 


		16	The Loan Agreement shall be amended by inserting the following
new definitions, to appear alphabetically in Section 13.1 thereof:



 


““Bank Services” are any products, credit
services, and/or financial accommodations previously, now, or hereafter provided to Borrower or any of its Subsidiaries by Bank
or any Bank Affiliate, including, without limitation, any letters of credit, cash management services (including, without limitation,
merchant services, direct deposit of payroll, business credit cards, and check cashing services), interest rate swap arrangements,
and foreign exchange services as any such products or services may be identified in Bank’s various agreements related thereto
(each, a “Bank Services Agreement”).”


 


““Bank Services Agreement” is
defined in the definition of Bank Services.”


 


““Borrower” means, jointly
and severally, individually and collectively, Everyday Health, Media and MedPage.”


 


““Copyrights” are any and
all copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative
work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret.”


 


““Dollar Equivalent” is,
at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated
in a Foreign Currency, the equivalent amount therefor in Dollars as determined by Bank at such time on the basis of the then-prevailing
rate of exchange in San Francisco, California, for sales of the Foreign Currency for transfer to the country issuing such Foreign
Currency.”


 


““Dollars,”
“dollars” or use of the sign “$” means only lawful money of the United States and
not any other currency, regardless of whether that



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currency uses the “$”
sign to denote its currency or may be readily converted into lawful money of the United States.”


 


““Domestic Subsidiary”
means a Subsidiary organized under the laws of the United States or any state or territory thereof or the District of Columbia.”


 


““Eqal” is
Eqal, Inc., a Delaware corporation.”


 


““Everyday Health” is defined
in the preamble of this Agreement.”


 


““Foreign
Currency” means lawful money of a country other than the United States.”


 


““Foreign
Subsidiary” means any Subsidiary which is not a Domestic Subsidiary.”


 


““Fourth LMA Effective
Date” is October 22, 2012.”


 


““Intellectual
Property” means all of Borrower’s right, title, and interest in and to the following:


 


(a) its
Copyrights, Trademarks and Patents;


 


(b) any
and all trade secrets and trade secret rights, including, without limitation, any rights to unpatented inventions, know-how, operating
manuals;


 


(c) any
and all source code;


 


(d) any
and all design rights which may be available to Borrower;


 


(e) any
and all claims for damages by way of past, present and future infringement of any of the foregoing, with the right, but
not the obligation, to sue for and collect such damages for said use or infringement of the Intellectual Property rights
identified above; and


 


(f)
all amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents.”


 


““IP Agreement” is,
collectively, (a) that certain Intellectual Property Security Agreement dated as of the Fourth LMA Effective Date, by and between
Everyday Health and Bank, as amended, modified or restated from time to time, (b) that certain Intellectual Property Security
Agreement dated as of the Fourth LMA Effective Date, by and between Media and Bank, as amended, modified or restated from time
to time, and (c) that certain Intellectual Property Security Agreement dated as of the Fourth LMA Effective Date, by and between
MedPage and Bank, as amended, modified or restated from time to time.”


 


““Letter
of Credit” means a standby letter of credit issued by Bank or another institution based upon an application, guarantee,
indemnity or similar agreement on the part of Bank.”



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““Media” is EVERYDAY
HEALTH MEDIA, LLC, a Delaware limited liability company.”


 


““MedPage” is MEDPAGE
TODAY, L.L.C., a New Jersey limited liability company.”


 


““Patents” means all patents,
patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues,
extensions and continuations-in-part of the same.”


 


““Restricted
License” is any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits
or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or
any other property, or (b) for which a default under or termination of could interfere with Bank’s right to sell any Collateral.”


 


““Subordinated
Loan Agreement” is that certain Subordinated Loan and Security Agreement by and among Bank, Silver Lake Waterman Fund,
L.P., and Borrower dated as of the Fourth LMA Effective Date, as amended, restated, modified, or supplemented from time to time.”


 


““Trademarks” means
any trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like
protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks.”


 


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



 


““Adjusted
EBITDA” is EBITDA minus unfinanced capital expenditures (including capitalized software and development costs), plus
non-cash stock compensation expense, plus reasonable add-backs for non-cash items for which Borrower has provided written details
to Bank, plus, on or prior to May 31, 2011 and only to the extent disclosed in its profit and loss statements delivered to Bank,
up to One Million Two Hundred Thousand Dollars ($1,200,000.00) in aggregate earn-out payments made as a result of the 2008 acquisition
by Borrower of Nurture Media LLC, plus up to Five Hundred Fifty Thousand Dollars ($550,000.00) in respect of the write-off of
deferred financing costs relating to the Horizon and Square 1 Bank credit facilities, plus up to Two Million Seven Hundred Thousand
Dollars ($2,700,000.00) for fiscal year 2012 and up to One Million Four Hundred Fifty Thousand ($1,450,000.00) for fiscal year
2013 in aggregate earn-out expense made as a result of the 2011 acquisition by Borrower of DDC Internet, Inc., plus other one-time
charges approved by Bank in writing in its sole and absolute discretion.”


 


““Current
Liabilities” are all obligations and liabilities of Borrower to Bank, plus, without duplication, the aggregate amount
of Borrower’s Total Liabilities that mature within one (1) year.”


 


““Loan
Documents” are, collectively, this Agreement, the Perfection Certificate, any subordination agreements, any note, or
notes or guaranties executed by Borrower, and any other present or future agreement between



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Borrower
and/or for the benefit of Bank in connection with this Agreement, all as amended, restated, or otherwise modified.”


 


““Modified
Liquidity Ratio” is the ratio of (a) Borrower’s unrestricted cash and cash equivalents maintained with Bank plus
eighty percent (80.0%) of Eligible Accounts, to (b) all obligations and liabilities of Borrower to Bank.”


 


		 	and inserting in lieu thereof the following:



 


““Adjusted
EBITDA” is EBITDA minus unfinanced capital expenditures (including capitalized software and development costs), plus
non-cash stock compensation expense, plus reasonable add-backs for non-cash items for which Borrower has provided written details
to Bank, plus, on or prior to May 31, 2011 and only to the extent disclosed in its profit and loss statements delivered to Bank,
up to One Million Two Hundred Thousand Dollars ($1,200,000.00) in aggregate earn-out payments made as a result of the 2008 acquisition
by Borrower of Nurture Media LLC, plus up to Five Hundred Fifty Thousand Dollars ($550,000.00) in respect of the write-off of
deferred financing costs relating to the Horizon and Square 1 Bank credit facilities, plus up to Two Million Seven Hundred Thousand
Dollars ($2,700,000.00) for fiscal year 2012 and up to One Million Four Hundred Fifty Thousand Dollars ($1,450,000.00) for fiscal
year 2013 in aggregate earn-out expense made as a result of the 2011 acquisition by Borrower of DDC Internet, Inc., plus, for
fiscal year 2012, to the extent approved by Bank in writing in its reasonable discretion, one-time restructuring charges incurred
as a result of the acquisition by Borrower of Eqal in September 2012, plus, for fiscal years 2013 and 2014, as applicable, only
to the extent disclosed in its profit and loss statements delivered to Bank, up to Ten Million Dollars ($10,000,000.00) in aggregate
earn-out expense (which expense shall not exceed Five Million Dollars ($5,000,000.00) in cash expense and Five Million Dollars
($5,000,000.00) in stock expense) made as a result of the acquisition by Borrower of Eqal in September 2012, plus other one-time
charges approved by Bank in writing in its sole and absolute discretion.”


 


““Current
Liabilities” are (a) all obligations and liabilities of Borrower to Bank, plus, without duplication, (b) the aggregate
amount of Borrower’s Total Liabilities that mature within one (1) year, but excluding in the case of both (a) and (b) Borrower’s
obligations and liabilities solely with respect to the Term Loan Advance as defined in the Subordinated Loan Agreement.”


 


““Loan
Documents” are, collectively, this Agreement, the Perfection Certificate, the IP Agreement, the Subordinated Loan Agreement,
any Bank Services Agreement, any subordination agreements, any note, or notes or guaranties executed by Borrower, and any other
present or future agreement between Borrower and/or for the benefit of Bank in connection with this Agreement or Bank Services,
all as amended, restated, or otherwise modified.”


 


““Modified
Liquidity Ratio” is the ratio of (a) Borrower’s unrestricted cash and cash equivalents maintained with Bank plus
eighty percent (80.0%) of Eligible Accounts, to (b) all obligations and liabilities of Borrower to Bank (but excluding in the
case of (b) Borrower’s obligations and liabilities solely with respect to the Term Loan Advance as defined in the Subordinated
Loan Agreement).”



    	11



    	



    

	 	18	The Loan Agreement shall be amended by substituting the Collateral description appearing on Exhibit A
    thereto for the Collateral description on Schedule 1 hereto. Borrower hereby grants Bank, to secure the
    payment and performance in full of all of the Obligations and the performance of each of Borrower’s duties under the
    Existing Loan Documents, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether
    now owned or hereafter acquired or arising, and all proceeds and products thereof.
	 	 	 
	 	19	The Loan Agreement shall be amended by deleting the Compliance Certificate that is attached to the Loan Agreement as Exhibit
    C and inserting in lieu thereof the Compliance Certificate attached hereto as Schedule 2.
	 	 	 
	 	20	The Loan Agreement shall be amended by deleting the Borrowing Base Certificate
    that is attached to the Loan Agreement as Exhibit F and inserting in lieu thereof the Borrowing Base Certificate
    attached hereto as Schedule 3.


 


4. FEES AND EXPENSES.
Borrower shall reimburse Bank for all legal fees and expenses incurred in connection with this amendment to the Existing Loan
Documents.


 


5. PERFECTION CERTIFICATES.


 


(a)
Everyday Health hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection
Certificate dated as of October 22, 2012 executed and delivered by Everyday Health, and acknowledges, confirms and agrees that
the disclosures and information Everyday Health provided to Bank in such Perfection Certificate have not changed, as of the date
hereof.


 


(b)
Media hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate
dated as of October 22, 2012 executed and delivered by Media, and acknowledges, confirms and agrees that the disclosures and information
Media provided to Bank in such Perfection Certificate have not changed, as of the date hereof.


 


(c)
MedPage hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection
Certificate dated as of October 22, 2012 executed and delivered by MedPage, and acknowledges, confirms and agrees that the disclosures
and information MedPage provided to Bank in such Perfection Certificate have not changed, as of the date hereof.


 


Borrower
hereby acknowledges and agrees that all references in the Loan Agreement to the Perfection Certificate shall mean and include,
collectively, the Perfection Certificates as described herein.


 


6. RATIFICATION OF IP
AGREEMENTS.


 


(a) Everyday
Health hereby ratifies, confirms and reaffirms, all and singular, the terms and conditions of the Everyday Health IP Agreement,
and acknowledges, confirms and agrees that the Everyday Health IP Agreement contains an accurate and complete listing of all Intellectual
Property Collateral, as defined in the Everyday Health IP Agreement, and shall remain in full force and effect.


 


(b) Media hereby
ratifies, confirms and reaffirms, all and singular, the terms and conditions of the Media IP Agreement, and acknowledges, confirms
and agrees that the Media IP Agreement contains an accurate and complete listing of all Intellectual Property Collateral, as defined
in the Media IP Agreement, and shall remain in full force and effect.


 


(c) MedPage hereby
ratifies, confirms and reaffirms, all and singular, the terms and conditions of the MedPage IP Agreement, and acknowledges, confirms
and agrees that the MedPage IP Agreement contains an



    	12



    	



    

accurate and complete listing
of all Intellectual Property Collateral, as defined in the MedPage IP Agreement, and shall remain in full force and effect.


 


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


 


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


 


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


 


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


 


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


 


[Signature page
follows.]



    	13



    	



    

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


 


BORROWER:


 


EVERYDAY HEALTH, INC.


 


	By:	/s/ Alan Shapiro	 
	Name: 	Alan Shapiro	 
	Title:	EVP and General Counsel	 
	 	 	 
	EVERYDAY HEALTH MEDIA, LLC	 
	 	 	 
	By:	/s/ Alan Shapiro	 
	Name: 	Alan Shapiro	 
	Title:	EVP and General Counsel	 
	 	 	 
	MEDPAGE TODAY, L.L.C.	 
	 	 	 
	By:	/s/ Alan Shapiro	 
	Name:	Alan Shapiro	 
	Title:	President	 
	 	 	 
	BANK:	 
	 	 	 
	SILICON VALLEY BANK	 
	 	 	 
	By:	/s/ Jesse Hurley	 
	Name: 	Jesse Hurley	 
	Title:	DTL	 



    	14



    	



    

Schedule 1


 


EXHIBIT A


 


The Collateral consists
of all of Borrower’s right, title and interest in and to the following:


 


All
goods, equipment, inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements,
general intangibles (including payment intangibles) accounts (including health-care receivables), documents, instruments (including
any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights
(whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities, and all other investment
property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and any copyright
rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether
published or unpublished, now owned or later acquired; any patents, trademarks, service marks and applications therefor; trade
styles, trade names, any trade secret rights, including any rights to unpatented inventions, know-how, operating manuals, license
rights and agreements and confidential information, now owned or hereafter acquired; or any claims for damages by way of any past,
present and future infringement of any of the foregoing; and


 


All
Borrower’s books relating to the foregoing and any and all claims, rights and interests in any of the above and all substitutions
for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds
of any or all of the foregoing.


 


Notwithstanding
the foregoing, the Collateral shall not be deemed to include (a) any ownership interest in Everyday Health India Private Limited,
(b) any ownership interest in any other Foreign Subsidiary in excess of 65% of the total outstanding voting interest in such Foreign
Subsidiary, or (c) the Security Deposits (as defined in the Loan and Security Agreement between Borrower and Bank) but only to
the extent that the granting of a lien to Bank in the Security Deposits would result in a default by Borrower under the documents
evidencing such Security Deposits.



    	15



    	



    



Schedule
2


 


EXHIBIT C


 


COMPLIANCE CERTIFICATE


 





	TO: 	SILICON VALLEY BANK:	Date: 	 
	FROM: 	 	 	 







 


The
undersigned authorized officer of EVERYDAY HEALTH, INC., EVERYDAY HEALTH MEDIA, LLC and MEDPAGE TODAY, L.L.C. (jointly and severally,
individually and collectively, “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement
among Borrower and Bank (as amended, the “Agreement”):


 


(1) Borrower is in
complete compliance for the period ending                  
with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties
in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that
such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or
modified by materiality in the text thereof; and provided, further that those representations and warranties expressly
referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and
each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign,
federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted
pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or
any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written
notification to Bank.


 


Attached
are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP
consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges
that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms
of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used
but not otherwise defined herein shall have the meanings given them in the Agreement.


 


Please indicate compliance
status by circling Yes/No under “Complies” column.


 


	Reporting
    Covenant	 	Required	 	Complies
	 	 	 	 	 
	Monthly financial statements with Compliance Certificate	 	Monthly within 30 days	 	Yes No
	Annual financial statement (CPA Audited)	 	FYE within 180 days	 	Yes No
	Unbilled Revenue Reports	 	15th and last days of each month	 	Yes No
	10-Q, 10-K and 8-K	 	Within 5 days after filing with SEC	 	Yes No N/A



 


The following Intellectual
Property was registered (or a registration application submitted) after the Fourth LMA Effective Date (if no registrations, state
“None”)


 


  



    	16



    	



    



	Financial
    Covenants	 	Required	 	 	Actual	 	Complies
	 	 	 	 	 	 	 	 
	Adjusted EBITDA (quarterly)	 	$	_____	*	 	$	________	 	Yes No N/A
	Adjusted Quick Ratio** (monthly)	 	 	1.25:1.0	 	 	 	______:1.0	 	Yes No N/A
	Minimum Unrestricted and Unencumbered Cash at Bank	 	$	10,000,000	 	 	$	________	 	Yes No N/A


 


*As set forth in Section
6.7(a) of the Agreement.


 


**Only
applicable upon Bank’s receipt of written notice from Borrower within thirty (30) days of the occurrence of the Equity Event
of Borrower’s election of the Adjusted Quick Ratio covenant in lieu of the Adjusted EBITDA covenant, as set forth in Section
6.7(c) of the Agreement.


 


The
following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date
of this Certificate.


 


The
following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”)


 


 


 


 


	Everyday Health, Inc. 

Everyday Health Media, LLC 

MedPage Today, L.L.C.	BANK USE ONLY

    

	 	 	 	 	 
	 	Received by:	 
	 	 	 	 	AUTHORIZED SIGNER
	 	 	 	 	 
	By:	 	 	Date:	 	 	 
	Name: 	 	 	 	 	 	 
	Title:	 	 	Verified: 	 	 
		 	 	 	 	AUTHORIZED SIGNER
	 	 	 	 	 	 	 
	 	Date:	 	 	 
	 	 	 	 	 
	 	Compliance Status:      Yes      No




    	17



    	



    


Schedule 1 to
Compliance Certificate

 


Financial Covenants of Borrower




 




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


 


Dated: ___________________


 


I.Adjusted
EBITDA (Section 6.7(a))


 


Required:See chart below


 


	Period	 	EBITDA
	Quarter ending September 30, 2010	 	($1,300,000)
	Quarter ending December 31, 2010	 	$1,700,000
	Quarter ending March 31, 2011	 	($4,800,000)
	Quarter ending June 30, 2011	 	($1,000,000)
	Quarter ending September 30, 2011	 	$750,000
	Quarter ending December 31, 2011	 	N/A
	Quarter ending March 31, 2012	 	N/A
	Quarter ending June 30, 2012	 	N/A
	Quarter ending September 30, 2012	 	($3,000,000)
	Quarter ending December 31, 2012	 	$4,000,000
	Quarter ending March 31, 2013 and each quarter thereafter	 	$              *
	 	 	 
	*To be set in accordance with Section 6.7(a)


 


Actual:


 





	A.	EBITDA (earnings before interest, taxes, depreciation and amortization in accordance with GAAP)	 	$_________
	B.	Unfinanced capital expenditures of Borrower (including capitalized software and development costs)	 	$_________
	C.	Non-cash stock compensation expense	 	$_________
	D.	Reasonable add-backs for non-cash items for which Borrower provided written details to Bank	 	$_________
	E.	Up to Two Million Seven Hundred Thousand Dollars ($2,700,000.00) for fiscal year 2012 and up to One Million Four Hundred Fifty Thousand ($1,450,000.00) for fiscal year 2013 in aggregate earn-out expense made as a result of the 2011 acquisition of DDC Internet, Inc.	 	$_________
	F.	Up to Five Hundred Fifty Thousand Dollars ($550,000.00) in respect of the write-off of deferred financing costs relating to the Horizon and Square 1 Bank credit facilities	 	$_________







    	18



    	



    


	G.	For fiscal year 2012, to the extent approved by Bank in writing in its reasonable discretion, one-time restructuring charges incurred as a result of the acquisition by Borrower of Eqal in September 2012	 	$_________
	H.	For fiscal years 2013 and 2014, as applicable, only to the extent disclosed in its profit and loss statements delivered to Bank, up to Ten Million Dollars ($10,000,000.00) in aggregate earn-out expense (which expense shall not exceed Five Million Dollars ($5,000,000.00) in cash expense and Five Million Dollars ($5,000,000.00) in stock expense) made as a result of the acquisition by Borrower of Eqal in September 2012	 	$_________
	I.	Other one-times charges approved by Bank in writing in its sole discretion	 	$_________
	J.	Adjusted EBITDA (line A minus line B plus line C plus line D plus line E plus line F plus line G plus line H plus line I)	 	$_________



 


Is line J equal to or greater
than $______(see chart above)?


 


	_____ No, not in compliance	______ Yes, in compliance	 


 


II. Adjusted Quick Ratio
(Section 6.7(c) – if applicable)


 


Required:31.25:1.0


 


Actual:


 


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


 


Is line I equal to or greater
than 1.25:1:0?


 


	_______ No, not in
    compliance	______ Yes, in
    compliance	 



    	19



    	



    


III. Minimum Cash
(Section 6.7(d))


 


Required  $10,000,000


 


Actual


 


	A.	Aggregate value of the unrestricted and unencumbered cash of Borrower maintained with Bank	 	$ _________


 


Is line A equal to or greater
than the required amount set forth above?


 


	_____ No, not in
    compliance	_____ Yes, in
    compliance	 





    	20



    	



    

Schedule
3


 


EXHIBIT F


 


BORROWING BASE
CERTIFICATE


 


Borrower: Everday Health,
Inc., Everyday Health Media, LLC and MedPage Today, L.L.C.


Lender: Silicon Valley Bank


Commitment Amount: $25,000,000.00


 


ACCOUNTS RECEIVABLE


 


	1.	Accounts Receivable Book Value as of                                         	 	$_________
	2.	Additions (please explain on reverse)	 	$_________
	3.	TOTAL ACCOUNTS RECEIVABLE	 	$_________
	 	 	 	 
	ELIGIBLE ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)	 	 
	4.	Amounts over 120 days due (other than Eligible Extended Term Accounts)	 	$_________
	5.	Accounts owing from an Account Debtor which does not have its principal place of business in the United States or Canada	 	$_________
	6.	Accounts billed and/or payable outside the United States	 	$_________
	7.	U.S. Governmental Accounts w/o assignment of claims	 	$_________
	8.	Contra/Customer Deposit Accounts	 	$_________
	9.	Accounts not yet invoiced	 	$_________
	10.	Accounts subject to contractual arrangements (progress, milestone billings etc.)	 	$_________
	11.	Accounts subject to withholding	 	$_________
	12.	Accounts subject trust provisions or subrogation rights of a bonding company	 	$_________
	13.	Non-trade receivables or accounts not arising in the ordinary course of business	 	$_________
	14.	Accounts subject to chargebacks or payment deductions	 	$_________
	15.	Promotion or Demo Accounts; Guaranteed Sale or Consignment Sale Accounts	 	$_________
	16.	Bill and Hold Accounts	 	$_________
	17.	Affiliate/Intercompany/Employee Accounts	 	$_________
	18.	Deferred Revenue related to contracts with cancellable terms	 	$_________
	19.	Balance of 50.0% over 120 Day Accounts (cross-age or current affected) (or 150 Day Accounts if Eligible Extended Term Accounts)	 	$_________
	20.	Disputed Accounts	 	$_________
	21.	Other (please explain on reverse)	 	$_________
	22.	TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS	 	$_________
	23.	Eligible Accounts (#3 minus #22)	 	$_________
	24.	ELIGIBLE AMOUNT OF ACCOUNTS (80.0% of 23)	 	$_________
	 	 	 	 
	BALANCES	 	 
	25.	Maximum Loan Amount	 	$25,000,000.00
	26.	Total Funds Available (Lower of #24 or #25)	 	$_________
	27.	Present balance owing on Line of Credit	 	$_________
	28.	RESERVE POSITION (#26 minus #27)	 	$_________





    	21



    	



    

The
undersigned represents and warrants that this is true, complete and correct, and that the information in this Borrowing Base Certificate
complies with the representations and warranties in the Loan and Security Agreement among the undersigned and Silicon Valley Bank.


 


	 	 	 	BANK USE ONLY
	 	 
	COMMENTS:	Received by:	 
	 	 	 	 	AUTHORIZED SIGNER
	 	 	 	 	 
	EVERYDAY HEALTH, INC.	Date: 	 	 	 
	EVERYDAY HEALTH MEDIA, LLC 
	Verified: 	 	 
	MEDPAGE TODAY, L.L.C.	 	 	 	AUTHORIZED SIGNER
	 	 	 	 	
	By: 	 	 	Date:	 	 	 
	Authorized Signer	 	Compliance Status:      Yes      No
	 	 
	Date: 	 	 	 	 





    	22