Exhibit
4.2


 


SIXTH AMENDED AND RESTATED
STOCKHOLDER RIGHTS AGREEMENT



    	 



    	



    



TABLE
OF CONTENTS


 


	 	 	 	Page
	 	 	 	 
	1.	Definitions	1
	 	 	 
	2.	Registration Rights	5
	 	2.1	Demand Registration	5
	 	2.2	Company Registration	6
	 	2.3	Form S-3 Registration	7
	 	2.4	Underwriting Requirements	7
	 	2.5	Obligations of the Company	9
	 	2.6	Furnish Information	10
	 	2.7	Expenses of Registration	10
	 	2.8	Delay of Registration	11
	 	2.9	Indemnification	11
	 	2.10	Reports Under Exchange Act	13
	 	2.11	Limitations on Subsequent Registration Rights	13
	 	2.12	“Market Stand-off” Agreement	14
	 	2.13	Assignment of Registration Rights	14
	 	2.14	Restrictions on Transfer	15
	 	2.15	Termination of Registration Rights	16
	 	 	 	 
	3.	Information and Observer Rights	16
	 	3.1	Delivery of Annual, Quarterly and Monthly Financial Statements	’16
	 	3.2	Inspection	18
	 	3.3	Observer Rights	18
	 	3.4	Termination of Information and Observer Rights	18
	 	3.5	Confidentiality	18
	 	 	 	 
	4.	Rights to Future Stock Issuances	19
	 	4.1	Right of First Offer	19
	 	4.2	Amendment & Waivers	21
	 	4.3	Termination	21
	 	 	 	 
	5.	Additional Series G Right to Certain Future Stock Issuances	21
	 	5.1	Right of First Offer	21
	 	5.2	Amendment & Waivers	22
	 	5.3	Termination	22
	 	 	 	 
	6.	Additional Covenants	22
	 	6.1	Board Committees	22
	 	6.2	Board Expenses	22
	 	6.3	Successor Indemnification	22
	 	6.4	Directors and Officers Liability Insurance	22
	 	6.5	Director Indemnification	23
	 	6.6	Indemnification Matters	23







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	 	6.7	Stock Repurchases	23
	 	6.8	Repurchases from Strategic Investment	23
	 	6.9	Termination of Covenants	24
	 	 	 	 
	7.	Miscellaneous	24
	 	7.1	Successors and Assigns	24
	 	7.2	Governing Law	24
	 	7.3	Counterparts	24
	 	7.4	Titles and Subtitles	24
	 	7.5	Notices	24
	 	7.6	Amendments and Waivers	25
	 	7.7	Severability	25
	 	7.8	Aggregation of Stock	26
	 	7.9	Additional Investors	26
	 	7.10	Entire Agreement	26
	 	7.11	Dispute Resolution	26
	 	7.12	Delays or Omissions	26
	 	7.13	WAIVER OF JURY TRIAL	26



 





	Schedule A	  -  Schedule
of Investors
	Schedule B	  -  Schedule of Key Holders
	Schedule C	  -  Schedule of Other Holders




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SIXTH
AMENDED AND RESTATED STOCKHOLDER RIGHTS AGREEMENT


 


THIS
SIXTH AMENDED AND RESTATED STOCKHOLDER RIGHTS AGREEMENT (“Agreement”) is made as of the 10th day of November,
2010, by and between Everyday Health, Inc., a Delaware corporation (the “Company”), each of the investors listed on
Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” each of the stockholders
listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder” and each of the persons or
entities listed on Schedule C hereto, each of whom is referred to herein as a “Other Holder.”


 


RECITALS


 


WHEREAS,
certain of the Investors (the “Existing Investors”) hold shares of the Company’s Series A Preferred Stock,
Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series
E Preferred Stock, Series F Preferred Stock and/or shares of Common Stock issued upon
conversion thereof and possess certain rights pursuant to a Fifth Amended and Restated Stockholder Rights Agreement dated as of
October 15, 2008 between the Company and such Investors, as amended (the “Prior Agreement”); and


 


WHEREAS,
the Existing Investors are holders of at least the Requisite Threshold (as defined
in the Prior Agreement), and desire to amend and restate the Prior Agreement in its entirety
and to accept the rights created pursuant to this Agreement in lieu of the rights granted to them under the Prior Agreement;
and


 


WHEREAS,
certain of the Investors are parties to that certain Series G Preferred Purchase Agreement
dated as of November 10, 2010 between the Company and certain of the Investors (the “Purchase Agreement”),
under which certain of the Company’s and such Investors’ obligations are conditioned upon the execution and delivery of this
Agreement by such Investors, Existing Investors holding at least the Requisite Threshold
(as defined in the Prior Agreement), and the Company;


 


NOW,
THEREFORE, the Existing Investors hereby agree that the Prior Agreement shall
be amended and restated, and the parties to this Agreement further agree as follows:


 


1. Definitions.
For purposes of this Agreement:


 


1.1 “Affiliate” means, with respect to any specified Person,
any other Person who or which, directly or indirectly, controls, is controlled by, or is under common control or common
investment management with such specified Person, including without limitation any partner,
officer, director, manager or employee of such Person and any venture capital fund now or hereafter existing that is
controlled by or under common control with one or more general partners (or members thereof) or managing members of,
or shares the same management company with, such Person.


 


1.2 “BEV” means Brand Equity Ventures II, L.P.



    	 



    	



    



1.3
“Certificate” means the Tenth Amended and Restated Certificate of Incorporation
of the Company, as amended from time to time after the date hereof.


 


1.4
 “Common Stock” means shares of the
Company’s common stock, par value $0.01 per share.


 


1.5 
“Damages” means any loss, claim, damage, or liability (joint or several) to
which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal
or state law, insofar as such loss, claim, damage, or liability (or any action in respect thereof)
arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material
fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto; (ii) an omission or alleged
omission to state therein a material fact required to be stated therein, or
necessary to make the statements therein not misleading; or (iii) any violation or alleged violation
by any other party hereto of the Securities Act, the Exchange Act, any state securities law,
or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law.


 


1.6
 “Derivative Securities” means any securities or
rights convertible into, or exercisable or exchangeable for, Common Stock, including options and warrants.


 


1.7
 “Exchange Act” means the Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder.


 


1.8
 “Excluded Registration” means a registration
relating either to the sale of securities to employees of the Company pursuant to
a stock option, stock purchase, or similar plan or to an SEC Rule 145 transaction; a registration on any form that
does not include substantially the same information as would be required to be included in
a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock
being registered is Common Stock issuable upon conversion of debt securities that are also being registered.


 


1.9
 “Form S-3” means such form under the Securities Act
as in effect on the date hereof or any registration form under the Securities
Act subsequently adopted by the SEC that permits incorporation of substantial
information by reference to other documents filed by the Company with the SEC.


 


1.10
 “GAAP” means generally accepted accounting principles in the United States.


 


1.11
 “Holder” means any holder of Registrable Securities who is
a party to this Agreement.


 


1.12
“Immediate Family Member” means a child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law,
including adoptive relationships, of a natural person referred to herein.



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1.13
 “Initiating Holders” means, collectively, Holders who
properly initiate a registration request under this Agreement.


 


1.14 “IPO”
means the Company’s first underwritten public offering of its Common Stock under the Securities Act.


 


1.15 “Major
Investor” means each of TCV, WF Holding Company, LLC (“WF Holding”),
Scale Venture Partners II, LP (“Scale VP”), NeoCarta Ventures, L.P. (“NeoCarta”),
Rho Management Trust I, Rho Ventures VI, L.P., SVE Star Ventures Enterprises No. VII, a German Civil Law Partnership (with limitation
of liability), Village Ventures Partners Fund, L.P., BEV, Time Warner Inc. and William
S. Peabody as long as such Investor (and its Affiliates), holds at least two percent
(2%) of the Company’s Common Stock (assuming full conversion and exercise of all Derivative Securities).


 


1.16 “New
Securities” means, collectively, equity securities of the Company, whether or not currently authorized,
including any stock appreciation or similar rights, contractual or otherwise, convertible
debt or units of equity and debt, as well as rights, options, or warrants to purchase
such equity securities, or securities of any type whatsoever that are, or may become,
convertible or exchangeable into or exercisable for such equity securities.


 


1.17 “Person”
means any individual, corporation, partnership, trust, limited liability company, association or other entity.


 


1.18 “Preferred
Stock” means, collectively, shares of the Company’s Series A Preferred
Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series
E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock.


 


1.19 “Register,”
“registered,” and “registration” refer to a registration effected
by preparing and filing a registration statement or similar document in compliance with the Securities Act, and the declaration
or ordering of effectiveness of such registration statement or document.


 


1.20 “Registrable
Securities” means (i) any Common Stock issued upon conversion of any
Preferred Stock of the Company or issuable upon conversion of any Preferred Stock of the Company that is currently held or acquired
after the date hereof, by the Investors or Other Holders (excluding the Warrants);
(ii) any shares of Common Stock held by the Key Holders or BEV, provided, however, that
such shares of Common Stock shall not be deemed Registrable Securities and the Key Holders or BEV shall not be deemed Holders
for the purposes of Sections 2.1, 2.3, 2,4(a), 2.7, 2.11 and Section 7.6; (iii) any
shares of Common Stock held by the Investors or Other Holders (not issued upon conversion of any Preferred Stock of the
Company); provided, however, that such shares of Common Stock shall not be deemed Registrable
Securities for the purposes of Sections 2.1, 2.3, 2.4(a), 2.7, 2.11 and Section 7.6; (iv) any
shares of Common Stock held by Square 1 Bank (“Square 1”) or Compass Horizon Funding Company
LLC (“Compass”) issued or issuable upon conversion of the Series F Preferred Stock issued pursuant to
the exercise of the Warrants (as defined herein), provided, however, that such shares of Common Stock shall not be deemed Registrable
Securities and neither Square 1 nor Compass shall be deemed Holders for purposes
of Sections 2.1, 2.4(a), 2.7, 2.11 and Section



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7.6;
and (v) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant,
right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement
of, the shares referenced in clauses (i), (ii) and (iii) above; excluding in all cases, however, any Registrable Securities sold
by a Person in a transaction in which the rights under Section 2 hereof are not assigned
or any shares for which registration rights have terminated pursuant to Section 2.15 of this Agreement.


 


1.21 “Registrable
Securities then outstanding” means the number of shares determined by adding the Common Stock outstanding and
the Common Stock issuable pursuant to then exercisable or convertible securities that are Registrable Securities.


 


1.22 “Restricted
Securities” means the securities of the Company required to bear the legend set forth in Section 2.14(b)
hereof.


 


1.23 “SEC”
means the Securities and Exchange Commission.


 


1.24 “SEC
Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.


 


1.25 “SEC
Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.


 


1.26 “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


1.27 “Selling
Expenses” means all underwriting discounts, selling commissions, and stock
transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements
of counsel for any Holder, except as provided in Section 2.7.


 


1.28 “Series
A Preferred Stock” means shares of the Company’s Series A Preferred Stock, par value $0.01 per share.


 


1.29 “Series
B Preferred Stock” means shares of the Company’s Series B Preferred Stock, par value $0.01 per share.


 


1.30 “Series
C Director” means the director of the Company that the holders of record of the Series C Preferred Stock
are entitled to elect pursuant to the Company’s Certificate.


 


1.31 “Series
C Preferred Stock” means shares of the Company’s Series C Preferred Stock, par value $0.01 per share.


 


1.32 “Series
D Director” means the director of the Company that the holders of record of the Series D Preferred Stock
are entitled to elect pursuant to the Company’s Certificate.


 


1.33 “Series
D Preferred Stock” means shares of the Company’s Series D Preferred Stock, par value $0.01 per share.



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1.34 “Series
E Directors” means the directors of the Company that the holders of record of the Series E Preferred Stock are
entitled to elect pursuant to the Company’s Certificate.


 


1.35 “Series
E Preferred Stock” means shares of the Company’s Series E Preferred Stock, par value $0.01 per share.


 


1.36 “Series
E Preferred Class Vote Provisions” shall mean the calculation set forth in Subsection 3.1.2 of the Certificate.


 


1.37 “Series
F Preferred Stock” means shares of the Company’s Series F Preferred Stock, par value $0.01 per share.


 


1.38 “Series
F Director” means the director of the Company that the holders of record of
the Series F Preferred Stock are entitled to elect pursuant to the Company’s Certificate.


 


1.39 “Series
G Preferred Stock” means shares of the Company’s Series G Preferred Stock, par value $0.01 per share.


 


1.40 “Series
G Director” means the director of the Company that the holders of record of the Series G Preferred Stock are entitled
to elect pursuant to the Company’s Certificate.


 


1.41 “TCV”
means TCV VII, L.P. and TCV VII(A), L.P., and/or any other affiliated entity.


 


1.42 “Warrants”
means the warrants to purchase a certain number of shares of Series F Preferred Stock issued to (a) Square 1 pursuant to the Loan
and Security Agreement, by and between the Company, Square 1, Revolution Health Group
LLC and CarePages, Inc., dated as of September 18, 2009 and (b) Compass pursuant to the Venture Loan and Security Agreement
by and among the Company, Compass, Revolution Health Group LLC and CarePages, Inc., dated as of October 8, 2009.


 


2. Registration
Rights. The Company covenants and agrees as follows:


 


2.1 Demand
Registration.


 


(a)
If upon the earlier of (i) November 10, 2012 or (ii) one hundred eighty (180) days after
the effective date of the registration statement for the IPO, the Company receives
a request from Holders of the Requisite Threshold (as defined below) that the Company effect
a registration with respect to at least twenty percent (20%) of the Registrable Securities then
outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $40 million),
then the Company shall (i) within ten (10) days after the date such request is given, give notice thereof (the “Demand
Notice”), to all Holders other than the Initiating Holders; and (ii) as soon
as practicable, and in any event within sixty (60) days after the date such request
is given by the Initiating Holders, file a registration statement under the Securities
Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities
requested to be included in such registration



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by
any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the
Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(b) and 2.1(c).


 


(b) Notwithstanding
the foregoing obligations, if the Company furnishes to Holders requesting a registration
pursuant to this Section 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith
judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its stockholders for such registration
statement to either become effective or remain effective for as long as such registration
statement otherwise would be required to remain effective, because such action would
(i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving
the Company; (ii) require premature disclosure of material information that the Company has
a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements
under the Securities Act or Exchange Act, then the Company shall have the right to defer taking
action with respect to such filing, for a period of not more than ninety (90) days after the request of the Initiating Holders
is given; provided, however, that the Company may not invoke this right more than twice in any twelve
(12) month period. For the purposes of determining whether the Company has invoked this
right in any twelve (12) month period, such calculation shall also include any delay of a registration statement pursuant
to Section 2.3(b).


 


(c) The
Company shall not be obligated to effect, or to take any action to effect, any registration
pursuant to this Section 2.1 (i) during the period that is sixty (60) days before
the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the
effective date of, a Company-initiated registration, provided, that the Company is actively employing in good faith commercially
reasonable efforts to cause such registration statement to become effective; (ii)
if it delivers notice to the holders of the Registrable Securities within thirty (30) days of any registration request of its intent
to file a registration statement for such initial public offering within ninety (90)
days; (iii) after the Company has effected two registrations pursuant to this Section 2.1; or (iv) if the Initiating Holders
propose to dispose of shares of Registrable Securities that may be immediately registered
on Form S-3 pursuant to a request made pursuant to Section 2.3. A registration shall not be counted as “effected”
for purposes of this Section 2.1 until such time as the applicable registration
statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect
not to pay the registration expenses therefor, and forfeit their right to one demand
registration statement pursuant to Section 2.7, in which case such withdrawn
registration statement shall be counted as “effected” for purposes of this Section 2.1.


 


2.2
Company Registration. If the Company proposes to register (including, for this purpose,
a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the
Securities Act in connection with the public offering of such securities solely for
cash (other than an Excluded Registration), the Company shall, at such time, promptly give each Holder notice of such registration.
Upon the request of each Holder given within twenty (20) days after such notice is given by
the Company, the Company shall, subject to the provisions of Section 2.4, cause to be registered all of the Registrable
Securities that each such Holder has requested to be included in such registration. The Company



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shall
have the right to terminate or withdraw any registration initiated by it under this Section 2.2 before the effective date
of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. The expenses
of such withdrawn registration shall be borne by the Company in accordance with Section 2.7.


 


2.3 Form
S-3 Registration. If the Company receives a request from Holders of at least
ten percent (10%) of the Registrable Securities then outstanding that the Company effect
a registration on Form S-3 with respect to all or a part of the Registrable Securities owned by such Initiating
Holders, then the Company shall:


 


(a) within
ten (10) days after the date such request is given, give notice of the proposed registration
to all Holders other than the Initiating Holders (the “S-3 Notice”); and


 


(b) as
soon as practicable, use its commercially reasonable efforts to effect such registration as would permit or facilitate the
sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such request,
together with all or such portion of the Registrable Securities of any other Holders joining
in such request as are specified in a request given to the Company within fifteen (15)
days after the S-3 Notice is given; provided, however, that the Company shall
not be obligated to effect any such registration pursuant to this Section 2.3 (i) if Form S-3 is not then available
for such offering by the Holders; (ii) if the Holders, together with the holders of any other
securities of the Company entitled to and requesting inclusion in such registration,
propose to sell Registrable Securities and such other securities (if any) at an aggregate
price to the public (net of Selling Expenses) of less than $1,000,000; and (iii) if
the Company furnishes to the Holders a certificate signed by the chief executive officer
of the Company stating that in the good-faith judgment of the Board of Directors of the Company, it would be materially detrimental
to the Company and its stockholders for such Form S-3 registration to be effected at
such time, in which event the Company shall have the right to defer the filing of
the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Initiating
Holders under this Section 2.3; provided, however, that the Company shall not invoke this right more than
once in any twelve (12) month period. For the purposes of determining whether the Company
has invoked this right in any twelve (12) month period, such calculation shall also include
any delay of a registration statement pursuant to Section 2.1(b).


 


(c) Registrations
effected pursuant to this Section 2.3 shall not be counted as demands for registration
or registrations effected pursuant to Section 2.1.


 


2.4 Underwriting
Requirements.


 


(a)
If, pursuant to Section 2.1 or Section 2.3, the Initiating Holders intend to distribute the Registrable Securities
covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant
to Section 2.1(a) or Section 2.3, and the Company shall include such information
in the Demand Notice or the S-3 Notice, as the case may be. The underwriter will be
selected by the Company and shall be reasonably acceptable to a majority in interest
of the Initiating Holders. In such event, the right of any Holder to include such Holder’s
Registrable Securities in such registration



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shall
be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities
in the underwriting to the extent provided herein. All Holders proposing to distribute their
securities through such underwriting shall (together with the Company as provided
in Section 2.5(e)) enter into an underwriting agreement in customary form with
the underwriter(s) selected for such underwriting. Notwithstanding any other provision of this
Agreement, if the underwriter(s) determine(s) in good faith that marketing factors require a limitation
of the number of shares to be underwritten, then the underwriter(s) may exclude shares (including Registrable Securities) from
the registration and the underwriting, and the number of shares that may be included
in the registration and the underwriting shall be allocated, first, to Holders requesting
inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the number of Registrable
Securities each such Holder has requested to be included in the registration, and second,
to each of the other Holders on a pro rata basis based on the total number of Registrable
Securities then held by each such Holder. To facilitate the allocation of shares in
accordance with the above provisions, the underwriters may round the number of shares allocated to any Holder to the nearest
100 shares.


 


(b) In
connection with any offering involving an underwriting of shares of the Company’s capital
stock pursuant to Section 2.2, the Company shall not be required to include
any of the Holders’ Registrable Securities in such underwriting unless the Holders accept
the terms of the underwriting as agreed upon between the Company and its underwriters. If
the total number of securities, including Registrable Securities, requested by stockholders to be included in such offering
exceeds the number of securities to be sold (including by the Company) that the underwriter(s)
in their reasonable discretion determine is compatible with the success of the offering,
then the number of securities that may be included in the offering and underwriting shall be allocated, first, to the Company,
and second, to each of the Holders requesting inclusion of their Registrable Securities in
such registration on a pro rata basis based on the total number of Registrable Securities then held by each such Holder or in such
other proportions as shall mutually be agreed to by all such selling Holders, but in no event shall the amount
of Registrable Securities of the selling Holders included in the offering and underwriting be
reduced below twenty-five percent (25%) of the total amount of securities included in such offering and underwriting, unless such
offering is the Company’s IPO, in which case the selling Holders may be excluded entirely
if the underwriters make the determination described above. In no event shall any
Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded.


 


(c) For
purposes of Sections 2.4(a) and 2.4(b) concerning apportionment, for any selling
stockholder that is a Holder and a partnership, limited liability company, or corporation,
the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and
Immediate Family Members of any such partners, retired partners, members, and retired members
and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,”
and any pro rata reduction with respect to such “selling Holder” shall be based
upon the aggregate number of Registrable Securities owned by all Persons included
in such “selling Holder,” as defined in this sentence.




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2.5
Obligations of the Company. Whenever required under this Section 2 to effect
the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:


 


(a) prepare
and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable
efforts to cause such registration statement to become effective and, upon the request of
the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a
period of up to one hundred twenty (120) days or, if earlier, until the distribution
contemplated in the registration statement has been completed; provided, however,
that (i) such one hundred twenty (120) day period shall be extended for a period of
time equal to the period the Holder refrains, at the request of an underwriter of Common
Stock (or other securities) of the Company, from selling any securities included in such registration, and (ii) in the case of
any registration of Registrable Securities on Form S-3 that are intended to be offered
on a continuous or delayed basis, subject to compliance with applicable SEC rules,
such one hundred twenty (120) day period shall be extended for up to 60 days, if necessary, to keep the registration statement
effective until all such Registrable Securities are sold;


 


(b) prepare
and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with
such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of
all securities covered by such registration statement;


 


(c) furnish
to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus,
as required by the Securities Act, and such other documents as the Holders may reasonably request in order to facilitate their
disposition of their Registrable Securities;


 


(d) use
its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other
securities or blue-sky laws of such jurisdictions as shall be reasonably requested
by the selling Holders; provided that the Company shall not be required to
qualify to do business or to file a general consent to service of process in any such
states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required
by the Securities Act;


 


(e) in
the event of any underwritten public offering, enter into and perform its obligations
under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering;


 


(f) use
its commercially reasonable efforts to cause all such Registrable Securities covered by such
registration statement to be listed on a national securities exchange or trading system
and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed;


 


(g) provide
a transfer agent and registrar for all Registrable Securities registered pursuant
to this Agreement and provide a CUSIP number for all such Registrable Securities, in
each case not later than the effective date of such registration;




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(h)
promptly make available for inspection by the selling Holders, any managing underwriter
participating in any disposition pursuant to such registration statement, and any attorney
or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records,
pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees, and
independent accountants to supply all information reasonably requested by any such seller,
underwriter, attorney, accountant, or agent in connection with any such registration
statement;


 


(i)
use its reasonable best efforts to furnish, at the request of any Holder requesting registration
of Registrable Securities pursuant to this Section 2, on the date that such
Registrable Securities are delivered to the underwriters for sale in connection with a registration
pursuant to this Section 2, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration,
in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters,
and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance
as is customarily given by independent certified public accountants to underwriters in an underwritten public offering,
addressed to the underwriters.


 


(j)
notify each selling Holder, promptly after the Company receives notice thereof, of the time
when such registration statement has been declared effective or a supplement to any
prospectus forming a part of such registration statement has been filed; and


 


(k)
after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend
or supplement such registration statement or prospectus.


 


2.6 Furnish
Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this
Section 2 with respect to the Registrable Securities of any selling Holder that such
Holder shall furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities as is reasonably required to effect the registration
of such Holder’s Registrable Securities.


 


2.7 Expenses
of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications
pursuant to Section 2, including all registration, filing, and qualification fees; printers’
and accounting fees; fees and disbursements of counsel for the Company; and the reasonable
fees and disbursements of one counsel for the selling Holders, shall be borne and
paid by the Company; provided, however, that the Company shall not be required to pay
for any expenses of any registration proceeding begun pursuant to Section 2.1 or Section 2.3 if the registration request is subsequently
withdrawn at the request of the Holders of a majority of the Registrable Securities
to be registered (in which case all selling Holders shall bear such expenses pro rata
based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders
of a majority of the Registrable Securities agree to forfeit their right to one registration
pursuant to Section 2.1 or Section 2.3, as the case may be, provided, however, that
if at the time of such withdrawal, the Holders have learned from the Company of a
material adverse change in the condition, business or prospects of the Company from
that known to the Holders at the time of




    	10



    	



    

their
request and have withdrawn the request with reasonable promptness following disclosure by
the Company of such material adverse change, then the Holders shall not be required to pay any
of such expenses and shall retain their rights pursuant to Section 2.1 or Section 2.3. All Selling Expenses relating to Registrable
Securities to be registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the
number of Registrable Securities registered on their behalf.


 


2.8 Delay
of Registration. No Holder shall have any right to obtain or seek an injunction
restraining or otherwise delaying any registration pursuant to this Agreement as the result
of any controversy that might arise with respect to the interpretation or implementation of this Section 2.


 


2.9 Indemnification.
If any Registrable Securities are included in a registration statement under this Section 2:


 


(a) To
the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, and the partners, members,
officers, directors, and stockholders of each such Holder; legal counsel and accountants
for each such Holder; any underwriter (as defined in the Securities Act) for each
such Holder; and each Person, if any, who controls such Holder or underwriter within
the meaning of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder,
underwriter, controlling Person, or other aforementioned Person any legal or other expenses
reasonably incurred thereby in connection with investigating any matter or defending
any proceeding from which Damages may result, as such expenses are incurred; provided,
however, that the indemnity agreement contained in this Section 2.9(a)
shall not apply to amounts paid in settlement of any such investigation or proceeding if such settlement is effected without
the consent of the Company, which consent shall not be unreasonably withheld, nor shall the
Company be liable for any Damages to the extent that they arise out of or are based
upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any such
Holder, underwriter, controlling Person, or other aforementioned Person expressly for use in connection with such registration.


 


(b) To
the extent permitted by law, each selling Holder, severally and not jointly, will
indemnify and hold harmless the Company, and each of its directors, each of its officers who has signed the registration
statement, each Person (if any), who controls the Company within the meaning of the Securities Act, legal counsel and accountants
for the Company, any underwriter (as defined in the Securities Act), any other Holder selling
securities in such registration statement, and any controlling Person of any such underwriter or other Holder,
against any Damages, in each case only to the extent that such Damages arise out of or are
based upon actions or omissions made in reliance upon and in conformity with written information
furnished by or on behalf of such selling Holder expressly for use in connection with such
registration; and each such selling Holder will pay to the Company and each other aforementioned
Person any legal or other expenses reasonably incurred thereby in connection with
investigating any investigation or defending any proceeding from which Damages may result,
as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 2.9(b) shall
not apply to amounts paid in settlement of any such investigation or proceeding if
such settlement is effected without the consent of the Holder, which consent shall




    	11



    	



    

not
be unreasonably withheld; and provided further that in no event shall any indemnity under this
Section 2.9(b) exceed the proceeds from the offering (net of any Selling Expenses) received by
such Holder, except in the case of fraud or willful misconduct by such Holder.


 


(c) Promptly
after receipt by an indemnified party under this Section 2.9 of notice of the commencement
of any action (including any governmental action) for which a party may be entitled
to indemnification hereunder, such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 2.9, give the
indemnifying party written notice of the commencement thereof. The indemnifying party shall
have the right to participate in such action and, to the extent the indemnifying party so desires,
participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof
with counsel mutually satisfactory to the parties; provided, however,
that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel)
shall have the right to retain one separate counsel, with the fees and expenses to
be paid by the indemnifying party, if representation of such indemnified party by
the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such
indemnified party and any other party represented by such counsel in such action. The failure to give notice to the indemnifying
party within a reasonable time of the commencement of any such action shall relieve such indemnifying
party of any liability to the indemnified party under this Section 2.9, to the extent that such failure materially
prejudices the indemnifying party’s ability to defend such action. The failure to give notice
to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than
under this Section 2.9.


 


(d) To
provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any
party otherwise entitled to indemnification hereunder makes a claim for indemnification
pursuant to this Section 2.9 but it is judicially determined (by the entry of a final judgment or decree by a
court of competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in such
case, notwithstanding the fact that this Section 2.9 provides for indemnification in such case, or (ii) contribution
under the Securities Act may be required on the part of any party hereto for which indemnification is provided under
this Section 2.9, then, and in each such case, such parties will contribute to
the aggregate losses, claims, damages, liabilities, or expenses to which they
may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of
each of the indemnifying party and the indemnified party in connection with the
statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to
reflect any other relevant equitable considerations. The relative fault of the
indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue
or allegedly untrue statement of a material fact, or the omission or alleged omission of a material
fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’
relative intent, knowledge, access to information, and opportunity to correct or prevent
such statement or omission; provided, however, that, in any such case, (x) no Holder will be required to
contribute any amount in excess of the public offering price of all such Registrable
Securities offered and sold by such Holder pursuant to such registration statement, and
(y) no Person guilty of fraudulent misrepresentation (within the meaning of section 11(f) of the
Securities Act) will be entitled to contribution from any Person who was not guilty of such




    	12



    	



    

fraudulent
misrepresentation; and provided further that in no event shall a Holder’s liability pursuant
to this Section 2.9(d), when combined with the amounts paid or payable by such Holder pursuant
to Section 2.9(b), exceed the proceeds from the offering (net of any Selling Expenses) received
by such Holder, except in the case of willful misconduct or fraud by such Holder.


 


(e) Notwithstanding
the foregoing, to the extent that the provisions on indemnification and contribution
contained in the underwriting agreement entered into in connection with the underwritten
public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.


 


(f) Unless
otherwise superseded by an underwriting agreement entered into in connection with the underwritten
public offering, the obligations of the Company and Holders under this Section 2.9 shall survive the completion of any offering
of Registrable Securities in a registration under this Section 2, and otherwise
shall survive the termination of this Agreement.


 


2.10 Reports
Under Exchange Act. With a view to making available to the Holders the
benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any
time permit a Holder to sell securities of the Company to the public without registration or pursuant to a
registration on Form S-3, the Company shall:


 


(a) make
and keep public information available, as those terms are understood and defined in
SEC Rule 144, at all times after the effective date of the registration statement filed by the Company for the IPO;


 


(b) use
commercially reasonable efforts to file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act (at
any time after the Company has become subject to such reporting requirements); and


 


(c) furnish
to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon
request (i) a written statement by the Company that it has complied with the reporting
requirements of SEC Rule 144 (at any time after ninety (90) days after the effective
date of the registration statement filed by the Company for the IPO), the Securities Act, and the Exchange Act (at any time after
the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold
pursuant to Form S-3 (at any time after the Company so qualifies); (ii) a copy of the most recent annual or quarterly
report of the Company and such other reports and documents so filed by the Company; and
(iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits
the selling of any such securities without registration (at any time after the Company has become subject to the reporting requirements
under the Exchange Act) or pursuant to such Form S-3 (at any time after the Company
so qualifies to use such form).


 


2.11 Limitations
on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior
written consent of the Holders of the Requisite Threshold (as defined below), enter into any agreement with any holder or
prospective





    	13



    	



    

holder
of any securities of the Company that would allow such holder or prospective holder (i) to include
such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such
securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the
Registrable Securities of the Holders that are included or (ii) to demand registration of any securities held by such holder or
prospective holder; provided that this limitation shall not apply to any Additional Investor who becomes a party to this
Agreement in accordance with Section 7.9.


 


2.12 “Market
Stand-off” Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter,
during the period commencing on the date of the final prospectus relating to the IPO and
ending on the date specified by the Company and the managing underwriter (such period
not to exceed one hundred eighty (180) days or such longer period as is necessary to facilitate compliance with NASD Rule 2711
or NYSE Member Rule 472 or any successor or similar rule or regulation), (i) lend; offer; pledge;
sell; contract to sell; sell any option or contract to purchase; purchase any option or contract
to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of,
directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable
or exchangeable for Common Stock held immediately before the effective date of the registration
statement for such offering or (ii) enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction
described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise.
The foregoing provisions of this Section 2.12 shall apply only to the IPO, shall not
apply to the sale of any shares to an underwriter pursuant to an underwriting agreement,
and shall be applicable to the Holders only if all officers, directors, and stockholders individually owning more than one
percent (1%) of the Company’s outstanding Common Stock are subject to the same restrictions.
The underwriters in connection with the IPO are intended third-party beneficiaries
of this Section 2.12 and
shall have the right, power, and authority to enforce the provisions hereof as though they
were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably
requested by the underwriters in the IPO that are consistent with this Section 2.12 or that
are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions
of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to such
agreements.


 


2.13 Assignment
of Registration Rights. The rights to cause the Company to register Registrable
Securities pursuant to this Section 2 may be assigned (but only with all related obligations) by a Holder to a transferee
of such Registrable Securities that (i) is an Affiliate, partner, member, limited partner,
retired partner, retired member, or stockholder of a Holder; (ii) is a Holder’s Immediate
Family Member or trust for the benefit of an individual Holder or one or more of such
Holder’s Immediate Family Members; or (iii) after such transfer, holds at least 250,000 of shares of Registrable Securities (subject
to appropriate adjustment for stock splits, stock dividends, combinations, and other
recapitalizations); provided, however, that (x) the Company is, within a reasonable time after such transfer, furnished with written
notice of the name and address of such transferee and the Registrable Securities with
respect to which such registration rights are being transferred; (y) such transferee
agrees in writing to be bound by and subject to the terms and conditions of this Agreement,
including the provisions of Section 2.12. For the purposes of determining the number
of shares of Registrable Securities held by a




    	14



    	



    

transferee,
the holdings of a transferee (1) that is an Affiliate, limited partner, retired partner, member, retired member, or stockholder
of a Holder; (2) who is a Holder’s Immediate Family Member; or (3) that is a trust for the benefit of an individual Holder or such
Holder’s Immediate Family Member shall be aggregated together and with those of the
transferring Holder; provided further that all transferees who would not qualify individually
for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving
notices, or taking any action under this Section 2.


 


2.14
Restrictions on Transfer.


 


(a) The
Preferred Stock and the Registrable Securities shall not be sold, pledged, or otherwise transferred,
and the Company shall not recognize any such sale, pledge, or transfer, except upon
the conditions specified in this Agreement, which conditions are intended to ensure
compliance with the provisions of the Securities Act. A transferring Holder will cause any proposed purchaser, pledgee,
or transferee of the Preferred Stock and the Registrable Securities held by such Holder to
agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement.


 


(b) Each
certificate representing (i) the Preferred Stock, (ii) the Registrable Securities, and (iii)
any other securities issued in respect of the securities referenced in clauses (i) and (ii), upon any stock split, stock
dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Section
2.14(c)) be stamped or otherwise imprinted with a legend in the following form:


 


THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, PLEDGED,
OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS
OF SAID ACT.


 


THE
SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS
OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, AS MAY
BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.


 


The
Holders consent to the Company making a notation in its records and giving instructions to any
transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in this Section
2.14.


 


(c) The
holder of each certificate representing Restricted Securities, by acceptance
thereof, agrees to comply in all respects with the provisions of this Section 2. Before any
proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration
statement under the Securities Act covering the proposed transaction, the Holder thereof
shall give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer.
Each such notice shall describe the manner and circumstances of the proposed sale,




    	15



    	



    

pledge,
or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Holder’s expense by
either (i) a written opinion of legal counsel who shall, and whose legal opinion shall,
be reasonably satisfactory to the Company, addressed to the Company, to the effect
that the proposed transaction may be effected without registration under the Securities
Act; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted
Securities without registration will not result in a recommendation by the staff of
the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably
satisfactory to counsel to the Company to the effect that the proposed sale, pledge,
or transfer of the Restricted Securities may be effected without registration under the
Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge,
or transfer such Restricted Securities in accordance with the terms of the notice given by the
Holder to the Company. Notwithstanding anything to the contrary set forth above, the Restricted
Securities shall not be sold, pledged or transferred prior to the IPO if such sale, pledge or transfer would subject the Company
to the reporting requirements of the Exchange Act. Each certificate evidencing the Restricted Securities transferred as above provided
shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section
2.14(b), except that such certificate shall not bear such restrictive legend if, in the opinion
of counsel for such Holder and the Company, such legend is not required in order to establish compliance with any provisions
of the Securities Act.


 


2.15
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities
in any registration pursuant to Section 2.1, Section 2.2, or Section 2.3 shall terminate upon the earlier
of:


 


(a) the
closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate;


 


(b) five
(5) years after the closing of the Company’s initial public offering; or


 


(c) such
time as such Holder holds less than 1% of the Company’s outstanding Common Stock (treating
all shares of Preferred Stock on an as converted basis), the Company has completed its IPO and all Registrable Securities of the
Company issuable or issued upon conversion of the Preferred Stock held by and issuable
to such Holder (and its Affiliates) may be sold pursuant to Rule 144 during any ninety (90) day period.


 


3. Information
and Observer Rights.


 


3.1
Delivery of Annual, Quarterly and Monthly Financial Statements. The Company shall deliver
to each Major Investor, each Key Holder (so long as such Key Holder holds at least
one percent (1%) of the Company’s Common stock assuming full conversion and exercise
of all Derivative Securities), provided that the Board of Directors has not reasonably determined that such Major Investor or Key
Holder is a competitor of the Company:


 


(a)
as soon as practicable, but in any event within one hundred and twenty (120) days after the
end of each fiscal year of the Company, (i) a balance sheet as of the end of such year; (ii) statements of income and of cash flows
for such year; and (iii) a statement




    	16



    	



    

of
stockholders’ equity as of the end of such year, in each case, audited and certified by independent
public accountants of nationally recognized standing selected by the Company;


 


(b) as
soon as practicable, but in any event within forty-five (45) days after the end of
each quarter of each fiscal year of the Company, unaudited statements of income and
of cash flows for such fiscal quarter, and an unaudited balance sheet as of the end of such fiscal
quarter, all prepared in accordance with GAAP (except that the financial report may (i) be subject to normal year-end audit adjustments
and (ii) not contain all notes thereto that may be required in accordance with GAAP) which quarterly financial statements
shall include a comparison of the actual operating results and financial condition of the
Company for such quarterly period to the projected operating results and financial
condition of the Company in the Company’s Budget for such quarterly period;


 


(c) as
soon as practicable, but in any event within thirty (30) days after the end of each
month of each fiscal year of the Company, unaudited statements of income and of cash
flows for such fiscal month, and an unaudited balance sheet as of the end of such fiscal month, all prepared in accordance with
GAAP (except that the financial report may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto
that may be required in accordance with GAAP);


 


(d) as
soon as practicable, but in any event within forty-five (45) days after the end of
each quarter of each fiscal year of the Company, a statement showing the number of
shares of each class and series of capital stock and securities convertible into or exercisable for
shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion
or exercise of any outstanding securities convertible or exercisable for Common Stock
and the exchange ratio or exercise price applicable thereto, and the number of shares of issued
stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient
detail as to permit the Major Investors and Key Holders to calculate their respective percentage equity ownership in the Company,
and certified by the chief financial officer or chief executive officer of the Company
as being true, complete, and correct; and


 


(e) as
soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a budget and business plan for the next
fiscal year (collectively, the “Budget”), prepared on a monthly basis,
including balance sheets, income statements, and statements of cash flow for such
months and, promptly after prepared, any other budgets or revised budgets prepared by the Company.


 


If,
for any period, the Company has any subsidiary whose accounts are consolidated with those of
the Company, then in respect of such period the financial statements delivered pursuant to the foregoing Sections 3.1 and
shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries.


 


Notwithstanding
anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section
3.1 during the period starting with the date sixty (60) days before the Company’s
good-faith estimate of the date of filing of a registration statement; provided that
the Company’s covenants under this Section 3.1 shall be reinstated at




    	17



    	



    

such
time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement
to become effective.


 


3.2 Inspection.
The Company shall permit each Major Investor and Key Holder, at such Major Investor and Key
Holder’s expense, to visit and inspect the Company’s properties; examine its books of account and records; and discuss the
Company’s affairs, finances, and accounts with its officers, during normal business hours
of the Company as may be reasonably requested by the Major Investor or Key Holder; provided, however, that the Company
shall not be obligated pursuant to this Section 3.2 to provide access to any information that
it reasonably considers to be a trade secret or confidential information (unless covered by an enforceable
confidentiality agreement, in form acceptable to the Company) or the disclosure of which
would adversely affect the attorney-client privilege between the Company and its counsel.


 


3.3 Observer
Rights. As long as Time Warner Inc., BEV, Scale VP, TCV and NeoCarta each owns not less than two percent (2%) of the Company’s
Common Stock on a fully diluted, as converted basis, and as adjusted for any stock
splits, stock dividends, recapitalizations or the like, the Company shall invite a
representative of Time Warner Inc., BEV, Scale VP, TCV and NeoCarta to attend all
meetings of its Board of Directors in a nonvoting observer capacity and, in this respect,
shall give such representative copies of all notices, minutes, consents, and other
materials that it provides to its directors; provided, however, that such representative shall agree to hold in confidence
and trust and to act in a fiduciary manner with respect to all information so provided; and
provided further, that the Company reserves the right to withhold any information
and to exclude such representative from any meeting or portion thereof if access to
such information or attendance at such meeting could adversely affect the attorney-client privilege
between the Company and its counsel, or if such Investor or its representative is a competitor of the Company.


 


3.4 Termination
of Information and Observer Rights. The covenants set forth in Section 3.1, Section 3.2 and Section
3.3 shall terminate and be of no further force or effect (i) immediately before the consummation
of the IPO, (ii) when the Company first becomes subject to the periodic reporting
requirements of section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed
Liquidation Event (other than a sale of all or substantially all of the assets of the
Company, in which event the foregoing covenants shall survive until the dissolution of the Company),
as such term is defined in the Certificate, whichever event occurs first.


 


3.5 Confidentiality.


 


(a)
Each Holder agrees that such Holder will keep confidential and will not disclose,
divulge, or use for any purpose (other than to monitor its investment in the Company)
any confidential information obtained from the Company pursuant to the terms of this Agreement
(including notice of the Company’s intention to file a registration statement), unless such
confidential information (a) is known or becomes known to the public in general (other than as
a result of a breach of this Section 3.5 by such Holder), (b) is or has been independently developed
or conceived by the Holder without use of the Company’s confidential information, or (c)
is or has been made known or disclosed to the Holder by a third party without a breach of any obligation
of confidentiality such third party may have to the Company; provided, however, that notwithstanding the
foregoing, each Holder that is a limited partnership or limited liability





    	18



    	



    

company
may disclose such proprietary or confidential information to any former partners or members who retained an economic interest in
such Holder, current or prospective partner of the partnership or any subsequent partnership
under common investment management, limited partner, general partner, member or management
company of such Holder (or any employee or representative of any of the foregoing)
(each of the foregoing persons, a “Permitted Disclosee”) or legal counsel, accountants or representatives
for such Holder provided that such Holder informs such person that such information is confidential
and directs such Person to maintain the confidentiality of such information. Notwithstanding
the foregoing, each Holder may disclose any confidential information of the Company provided to or learned by such Holder
in connection with such rights to the minimum extent necessary: (i) as required by any court
or other government body, provided that such Holder provides the Company with prompt
notice of such court order or requirement to enable the Company to seek a protective order or otherwise prevent
or restrict such disclosure; (ii) to its attorneys, accountants, consultants, and other professionals
to the extent necessary to obtain their services in connection with monitoring its investment in the Company, provided that
such Holder informs such Person that such information is confidential and directs such Person
to maintain the confidentiality of such information; (iii) to any prospective purchaser
of any Registrable Securities from such Holder, if such prospective purchaser agrees
to be bound by the provisions of this Section 3.5; (iv) to comply with applicable law, statutes, rules or regulations
of any governmental authority, provided that the Holder promptly notifies the Company of such
disclosure and takes reasonable steps to minimize the extent of any such required disclosure; and (v) to its employees or agents
having a reasonable need to know the contents of such information provided such employees or agents
are subject to substantially similar confidentiality requirements with respect to such confidential
information. Furthermore, nothing contained herein shall prevent any Holder or any Permitted
Disclosee from entering into any business, entering into any agreement with a third party,
or investing in or engaging in investment discussions with any other company (whether or not competitive with the Company), provided
that such Holder or Permitted Disclosee does not, except as permitted in accordance with this Section 3.5, disclose or otherwise
make use of any proprietary or confidential information of the Company in connection with such activities.


 


4.
Rights to Future Stock Issuances.


 


4.1
Right of First Offer. Subject to the terms and conditions of this Section 4.1, 5.1 and applicable securities
laws, if the Company proposes to offer or sell any New Securities, the Company shall first
offer such New Securities to each Investor. Each Investor shall be entitled to apportion
the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate.


 


(a) The
Company shall give notice (the “Offer Notice”) to each Investor,
stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New
Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities.


 


(b) By
notification to the Company within twenty (20) days after the Offer Notice is given,
each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up
to that portion of such New Securities which equals the proportion that the Common Stock
issued and held, or issuable upon conversion of the



    	19



    	



    

Preferred
Stock and any other Derivative Securities then held, by such Investor bears to the total Common Stock of the Company then outstanding
(assuming full conversion and exercise of all Derivative Securities held by the Investors).
At the expiration of such twenty (20) day period, the Company shall promptly notify each
Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Investor’s failure to do likewise. During the ten (10) day period commencing
after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to
purchase or acquire, in addition to the number of shares specified above, up to that portion
of the New Securities for which Investors were entitled to subscribe but that were
not subscribed for by the Investors which is equal to the proportion that the Common Stock issued and held, or issuable upon conversion
of Preferred Stock then held, by such Fully Exercising Investor bears to the Common Stock
issued and held, or issuable upon conversion of the Preferred Stock then held, by all
Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section
4. 1(b) shall occur within sixty (60) days of the date that the Offer Notice is given.


 


(c) If
all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(b),
the Company may, during the ninety (90) day period following the expiration of the periods provided in Section 4.1(b), offer
and sell the remaining unsubscribed portion of such New Securities to any Person or
Persons at a price not less than, and upon terms no more favorable to the offeree
than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities
within such period, or if such agreement is not consummated within thirty (30) days of the
execution thereof, the right provided hereunder shall be deemed to be revived and
such New Securities shall not be offered unless first reoffered to the holders of Preferred Stock in accordance with this
Section 4.1.


 


(d) The
right of first offer in this Section 4.1 shall not be applicable to (i) up to 7,850,000 shares (subject to appropriate adjustment
in the event of any stock dividend, stock split, combination or similar recapitalization
affecting such shares) of Common Stock issued or deemed issued to employees or directors
of, or consultants to, the Company or any of its subsidiaries pursuant to a plan,
agreement, or arrangement approved by the Board of Directors of the Company (as such
number may be increased by the approval of the Board of Directors of the Company, including the affirmative vote of at least two
(2) of the directors elected by the holders of the Preferred Stock); (ii) the issuance of securities pursuant to the conversion,
exercise, or exchange of Derivative Securities outstanding on the date hereof; (iii) the issuance
of securities in connection with a bona fide business acquisition by the Company of
a bona fide operating company, whether by merger, consolidation, purchase of assets, exchange of stock, or otherwise, which
issuance has been approved by the Board of Directors or the Company including the affirmative vote of at least two (2) of the directors
elected by the holders of Preferred Stock; (iv) shares of Common Stock, options or Convertible
Securities (as defined in the Certificate) issued to banks, equipment lessors or other comparable financial institutions, or to
real property lessors, pursuant to a debt financing, equipment leasing, real property leasing transaction or a strategic
corporate partnership or joint venture with a non-affiliate of the Company, in each case,
where such issuance has been approved by the Board of Directors of the Company including the affirmative vote of at least two (2)
of the directors elected by the holders of the Preferred Stock; (vi) shares of Common Stock offered or sold, or proposed to be
offered or




    	20



    	



    

sold,
by the Company in the IPO; or (vii) the issuance of securities to TCV in a Repurchase Financing.


 


4.2 Amendment
& Waivers. Notwithstanding anything in this Agreement to the contrary, the
provisions of this Section 4 (including the defined terms used herein) may not be amended or modified, or any provision of this
Section 4 waived (either generally or in a particular instance, and either retroactively
or prospectively), without the prior written consent of the holders of a majority
of the Registrable Securities then outstanding and the holders of a majority of the
Series G Preferred Stock then outstanding; provided that the Series E Preferred Class Vote Provisions shall not apply for
purposes of such vote or written consent and the holders of Series E Preferred Stock shall be entitled to one vote for each share
of Series E Preferred Stock then held; and provided further that in the event the right of first
offer set forth in Section 4.1 above is waived in accordance with this Section 4.2
with respect to the issuance of New Securities set forth in any Offer Notice or otherwise
and any Investor purchases any New Securities (any such Investor, a “Purchasing
Investor”) included in such Offer Notice or otherwise proposed to be offered subsequent to such waiver in connection
with such Offer Notice, each other Investor shall have the right to purchase up to such
other Investor’s pro rata share of such New Securities, determined based on the
proportion that the Registrable Securities held by each such other Investor, as a percentage of the aggregate Registrable Securities
held by all Investors entitled to participate in the issuance of any New Securities
under this Section 4, bears to the number of New Securities sold or proposed to be
sold by the Company to the Purchasing Investors, in the aggregate, that purchased or
are purchasing New Securities.


 


4.3 Termination.
The covenants set forth in Section 4.1 shall terminate and be of no further
force or effect (i) immediately before the consummation of the IPO or (ii) upon a Deemed
Liquidation Event, as such term is defined in the Certificate, whichever event occurs first.


 


5.
Additional Series G Right to Certain Future Stock Issuances.


 


5.1
Right of First Offer. Notwithstanding the right of first offer set forth in Section 4
above, subject to the terms and conditions of this Section 5.1 and applicable securities laws,
if the Company proposes to offer or sell any New Securities during the ninety (90) day period
following the date hereof in which the proceeds of such sale are to be used, directly or indirectly to repurchase capital stock
or other equity securities (including Derivative Securities) of the Company (the “Repurchase
Financing”), then the Company shall first offer the right to participate in the Repurchase Financing to TCV.


 


(a) The
Company shall give notice (the “TCV Offer Notice”) to TCV, stating the proposed terms of the Repurchase
Financing.


 


(b) By
notification to the Company within twenty (20) days after the TCV Offer Notice is
given, TCV may elect to purchase or otherwise acquire, up to that dollar amount of
the Repurchase Financing in an amount equal to the sum of $5,000,000.00 plus fifty percent (50%) of any additional amount of the
Repurchase Financing in excess of $5,000,000.00 through the issuance and sale of additional
shares of the Company’s Series G Preferred Stock to TCV at a price per share of $9.00 (as equitably adjusted for stock splits,
stock dividends,




    	21



    	



    

recapitalizations
or the like). The terms and conditions of such issuance to TCV will be substantially identical
to the terms and conditions of such sale to TCV at the Closing. At the expiration of
such twenty (20) day period, the Company may offer any portion of the Repurchase Financing not elected to be purchased by TCV
to the other Investors in accordance with the right of first offer set forth in Section 4 above (the “Secondary Repurchase
Offering”) provided that the securities offered in the Secondary
Repurchase Offering shall be at a price and on terms no more favorable (both individually
and in the aggregate) to the Company than the price (as equitably adjusted for stock
splits, stock dividends, recapitalizations or the like) and the terms of the Series G Preferred Stock issued and sold on
the date hereof.


 


5.2 Amendment
& Waivers. Notwithstanding anything in this Agreement to the contrary, the
provisions of this Section 5 (including the defined terms used herein) may not be amended or modified, or any provision of this
Section 5 waived (either generally or in a particular instance, and either retroactively
or prospectively), without the prior written consent of TCV.


 


5.3 Termination.
The covenants set forth in Section 5 shall terminate and be of no further force
or effect (i) immediately before the consummation of the IPO, (ii) upon a Deemed Liquidation
Event, as such term is defined in the Certificate, or (iii) ninety (90) days from the date hereof, whichever event occurs
first.


 


6. Additional
Covenants.


 


6.1 Board
Committees. Each of the Series D Director, Series E Directors, Series F Director
and Series G Director shall have the right to be designated for election on the Company’s
compensation committee or any other committee of the Board of Directors.


 


6.2 Board
Expenses. The Company shall reimburse the directors for all reasonable out-of-pocket
travel expenses incurred (consistent with the Company’s travel policy) in connection
with attending meetings of the Board of Directors or committees thereof.


 


6.3 Successor
Indemnification. If the Company or any of its successors or assignees (i) consolidates
with or merges into any other Person and is not the continuing or surviving corporation
or entity of such consolidation or merger or (ii) transfers or conveys all or substantially
all of its properties and assets to any Person, then, and in each such case, to the extent
necessary, proper provision shall be made so that the successors and assignees of the Company
assume the obligations of the Company with respect to indemnification of members of the
Board of Directors as in effect immediately before such transaction, whether such obligations are
contained in the Company’s Bylaws, its Certificate, or elsewhere, as the case may be.


 


6.4 Directors
and Officers Liability Insurance. The Company shall within 180 days following
the Closing (as defined in the Purchase Agreement) obtain and maintain in full force and effect, with a carrier reasonably acceptable
to the Board of Directors, directors and officers liability insurance providing for customary coverage in the amount of
at least $10,000,000. Such insurance shall be maintained for so long as the holders of Preferred
Stock have elected, or are entitled to elect, a representative to the Board of Directors
of the Company.





    	22



    	



    

6.5 Director
Indemnification. The Company’s Certificate and Bylaws shall provide (a)
for elimination of the liability of director to the maximum extent permitted by law and
(b) for indemnification of directors for acts on behalf of the Company to the maximum extent
permitted by law. In addition, the Company shall enter into and use its best efforts to at all
times maintain indemnification agreements substantially in the form attached as Exhibit
A (the “Indemnification Agreement”) hereto
with each of its directors to indemnify such directors to the maximum extent permissible under applicable law.


 


6.6 Indemnification
Matters. The Company hereby acknowledges that the Series C Director, the Series
D Director, the Series E Directors, Series F Director and Series G Director (each a “Preferred
Director”) may have certain rights to indemnification, advancement of
expenses and/or insurance provided by one or more of the Investors and certain of their affiliates
(collectively, the “Fund Indemnitors”). The Company hereby agrees (a) that it is the indemnitor
of first resort (i.e., its obligations to each Preferred Director are primary and any obligation
of the applicable Fund Indemnitors to advance expenses or to provide indemnification for
the same expenses or liabilities incurred by a Preferred Director are secondary), (b) that it shall
be required to advance the full amount of expenses incurred by the each Preferred Director and
shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid
in settlement by or on behalf of any Preferred Director to the extent legally permitted and as required by the Certificate or
Bylaws of the Company (or any agreement between the Company and any Preferred Director),
without regard to any rights a Preferred Director may have against the Fund Indemnitors, and, (c) that it irrevocably waives,
relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation
or any other recovery of any kind in respect thereof. The Company further agrees that
no advancement or payment by the Fund Indemnitors on behalf of any Preferred Director
with respect to any claim for which a Preferred Director has sought indemnification from the Company
shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent
of such advancement or payment to all of the rights of recovery of a Preferred Director against the Company.


 


6.7 Stock
Repurchases. The Company may not repurchase nor enter into any agreement to repurchase within ninety (90) days of the date
hereof any shares of its capital stock or other equity securities (including Derivative
Securities) without the prior approval of TCV with respect to the price per share
at which such shares will be repurchased. Notwithstanding anything in this Agreement to the contrary, the provisions of
this Section 6.7 may not be amended or modified, or any provision of this Section 6.7 waived
(either generally or in a particular instance, and either retroactively or prospectively),
without the prior written consent of TCV.


 


6.8 Repurchases
from Strategic Investment. The Company may not repurchase nor enter into any agreement
to repurchase within ninety (90) days following the date hereof any shares of its
capital stock or other equity securities (including Derivative Securities) with the proceeds of any equity issuances (or securities
exercisable or convertible into equity securities including, without limitation, convertible
debt) to strategic investors (any person other than venture capital funds, private
equity funds or similar investment funds) without the prior written approval of TCV.
Notwithstanding anything in this Agreement to the contrary, the provisions of this
Section 7.8 may not be amended or modified, or any provision of this Section






    	23



    	



    

6.8
waived (either generally or in a particular instance, and either retroactively or prospectively), without the prior written
consent of TCV.


 


6.9
Termination of Covenants. The covenants set forth in this Section 6, except
for Section 6.3 and 6.6, shall terminate and be of no further force or effect (i) immediately before
the consummation of the IPO or (ii) when the Company first becomes subject to the periodic
reporting requirements of section 12(g) or 15(d) of the Exchange Act, or (iii) upon the consummation
of a Deemed Liquidation Event (other than a sale of all or substantially all of the assets of the Company, in which event the foregoing
covenants shall survive until the dissolution of the Company), as such term is defined in the Certificate, whichever event occurs
first.


 


7.
Miscellaneous.


 


7.1 Successors
and Assigns. Each Investor hereby agrees that it shall not, and may not, assign any of its rights and obligations hereunder,
unless such rights and obligations are assigned by such Investor (i) to any Person
to which Registrable Securities are transferred by such Investor pursuant to Section
2.13 or (ii) with respect to the right of first offer set forth in Section 4.1,
to any other Investor, and, in each case, such assignee shall be deemed an “Investor” for purposes of this Agreement;
provided that such assignment of rights shall be contingent upon the assignee providing
a written instrument to the Company notifying the Company of such assignment and agreeing
in writing to be bound by the terms of this Agreement. The terms and conditions of this Agreement inure to the benefit of
and are binding upon the respective successors and permitted assignees of the parties. Nothing in this Agreement, express or implied,
is intended to confer upon any party other than the parties hereto or their respective successors
and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as
expressly provided herein.


 


7.2 Governing
Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware without regard to its principles of conflicts of laws.


 


7.3 Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument.
This Agreement may also be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.


 


7.4 Titles
and Subtitles. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing
or interpreting this Agreement.


 


7.5 Notices.
All notices, requests, and other communications given or made pursuant to this Agreement
shall be in writing and shall be deemed effectively given (i) upon personal delivery
to the party to be notified; (ii) when sent by confirmed electronic mail or facsimile
if sent during normal business hours of the recipient, and if not so confirmed, then on the
next business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage
prepaid; or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next-day delivery, with written
verification of receipt.





    	24



    	



    

All
communications shall be sent to the respective parties at their addresses as set forth on the signature page or Schedule A, Schedule
B or Schedule C (as applicable) hereto, or to such email address, facsimile number,
or address as subsequently modified by written notice given in accordance with this
Section 7.5. If notice is given to the Company, it shall be sent to Everyday Health,
Inc., 345 Hudson Street, 16th Floor, New York, NY 10014, Attention: Alan Shapiro, Esq.;
and a copy (which shall not constitute notice) shall also be sent to Babak Yaghmaie, Esq., Cooley LLP, 1114 Avenue of the
Americas, New York, NY 10036.


 


7.6 Amendments
and Waivers. Subject to Section 4.2, 5.2, 6.7 and 6.8, any term of this Agreement
may be amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance, and either retroactively or prospectively) only
with the written consent of the Company and the holders of at least a majority of the Registrable
Securities then outstanding (the “Requisite Threshold”); provided that the Company may
in its sole discretion waive compliance with Section 2.14(c) (and the Company’s failure to object
promptly in writing to a proposed assignment allegedly in violation of Section 2.14(c) shall
be deemed to be a waiver); further provided that any determination with respect to the satisfaction
of the Requisite Threshold prescribed hereunder shall be based upon the application of
the Series E Preferred Class Vote Provisions for the purpose of determining the number of shares of Series E Preferred
Stock deemed to be included in the Requisite Threshold. Notwithstanding the foregoing, but
still subject to Section 4.2, (i) this Agreement may not be amended or terminated and
the observance of any term hereof may not be waived with respect to any Investor
without the written consent of such Investor, unless such amendment, termination, or waiver applies to all Investors in
the same fashion (it being agreed that a waiver of the provisions of Section 4 with
respect to a particular transaction shall be deemed to apply to all Investors other than holders of Series E Preferred Stock in
the same fashion if such waiver does so by its terms, notwithstanding the fact that
certain Investors may nonetheless, by agreement with the Company, purchase securities
in such transaction), (ii) this Agreement may not be amended or terminated and the
observance of any term hereof may not be waived without the written consent of the
holders of a majority of the shares of Common Stock held by the Key Holders insofar as such amendment, termination or waiver adversely
affects the rights held by the Key Holders, including without limitation those set forth
in Sections 2.2 and 3.1, and (iii) the provisions of Sections 6.4 and 6.5 may not be amended without
the prior written consent of the holders of a majority of the outstanding shares of Series E Preferred Stock and Series
G Preferred Stock, voting as separate classes. The Company shall give prompt notice of any
amendment or termination hereof or waiver hereunder to any party hereto that did not
consent in writing to such amendment, termination, or waiver. Any amendment, termination,
or waiver effected in accordance with this Section 7.6 (and to the extent
applicable, Section 4.2) shall be binding on all parties hereto, regardless of whether
any such party has consented thereto. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any
one or more instances, shall be deemed to be or construed as a further or continuing
waiver of any such term, condition, or provision.


 


7.7 Severability.
In case any one or more of the provisions contained in this Agreement is for any reason
held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect
any other provision of this Agreement, and such invalid, illegal, or unenforceable
provision shall be reformed and construed so that it will be valid, legal, and enforceable
to the maximum extent permitted by law.





    	25



    	



    

7.8 Aggregation
of Stock. All shares of capital stock held or acquired by Affiliates shall be
aggregated together for the purpose of determining the availability of any rights under this Agreement.


 


7.9 Additional
Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s
Series G Preferred Stock after the date hereof pursuant to the Purchase Agreement, any purchaser of such shares of Series G Preferred
Stock may become a party to this Agreement by executing and delivering an additional counterpart
signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action
or consent by the Investors shall be required for such joinder to this Agreement by
such additional Holder, so long as such additional Holder has agreed in writing to
be bound by all of the obligations as an “Investor” hereunder.


 


7.10 Entire
Agreement. This Agreement (including any Schedules and Exhibits hereto) constitutes
the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other
written or oral agreement relating to the subject matter hereof existing between the parties
is expressly canceled. Upon the effectiveness of this Agreement, the Prior Agreement shall be deemed amended and restated and superseded
and replaced in its entirety by this Agreement, and shall be of no further force or
effect.


 


7.11 Dispute
Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction
of the federal and state courts located in Wilmington, Delaware for the purpose of
any suit, action or other proceeding arising out of or based upon this Agreement,
(b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the
federal and state courts located in Wilmington, Delaware, and (c) hereby waive, and agree
not to assert, by way of motion, as a defense, or otherwise, in any such suit, action
or proceeding, any claim that it is not subject personally to the jurisdiction of
the above-named courts, that its property is exempt or immune from attachment or execution,
that the suit, action or proceeding is brought in an inconvenient forum, that the venue of
the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or
by such court.


 


7.12 Delays
or Omissions. No delay or omission to exercise any right, power, or remedy accruing
to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right,
power, or remedy of such nonbreaching or nondefaulting party, nor shall it be construed
to be a waiver of or acquiescence to any such breach or default, or to any similar
breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach
or default theretofore or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded
to any party, shall be cumulative and not alternative.


 


7.13 WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT,
OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN NEGOTIATION, ADMINISTRATION,
PERFORMANCE OR ENFORCEMENT HEREOF.





    	26



    	



    

IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date first written above.


 


	 	COMPANY:	 
	 	 	 
	 	EVERYDAY HEALTH, INC.	 
	 	 	 
	 	By: 	/s/ Benjamin Wolin	 
	 	 	Name: 	Benjamin Wolin 	 
	 	 	Title:	Chief Executive Officer	 


 


Signature
Page to the Stockholders Rights Agreement



    	 



    	



    

	 	INVESTORS:
	 	 	 
	 	TCV VII, L.P.
	 	 	 
	 	a Cayman Islands exempted
        limited partnership, 

        acting by its general partner

         

        Technology Crossover Management
        VII, L.P. 

        a Cayman Islands exempted limited partnership, 

        acting by its general partner

         

        Technology Crossover Management VII, Ltd. 

        a Cayman Islands exempted company
	 
	 	 	 	 
	 	By:	/s/ R.  Fenton	 
	 	Name:  	 R. Fenton	 
	 	Title:	Authorized Signatory	 
	 	 	 	 	 
	 	TCV VII (A), L.P.

         

        a Cayman Islands exempted
        limited partnership, 

        acting by its general partner

         

        Technology Crossover Management
        VII, L.P. 

        a Cayman Islands exempted limited partnership, 

        acting by its general partner

         

        Technology Crossover Management VII, Ltd. 

        a Cayman Islands exempted company


	 
	 	 	 	 	 
	 	By:	/s/ R.  Fenton	 
	 	Name:  	 R. Fenton	 
	 	Title:	Authorized Signatory	 


 


Signature Page
to the Stockholders Rights Agreement



    	 



    	



    

	 	INVESTORS
                                                                     (CONT’D):


 


TCV MEMBER FUND, L.P.


 


a Cayman Islands exempted limited
partnership, 

acting by its general partner


 


Technology Crossover Management VII, Ltd.

a Cayman Islands exempted company





	 	 	 	 	 
	 	By:	/s/ R.  Fenton	 
	 	Name: 	 R. Fenton	 
	 	Title:	Authorized Signatory	 


 


Signature Page
to the Stockholders Rights Agreement



    	 



    	



    

	 	INVESTORS:


 


WF HOLDING COMPANY, LLC



	 	 	 	 	 
	 	By:	/s/ John Richardson	 
	 	Name:  	John Richardson	 
	 	Title:	Vice President and Secretary


 


Signature Page
to the Stockholders Rights Agreement



    	 



    	



    

	 	INVESTORS:

         

        SCALE VENTURE PARTNERS II, LP

         

        By: Scale Venture Management II, LLC,

        its General Partner

	 
	 	 	 	 	 
	 	By:	/s/
      Sharon Wienbar	 
	 	Name:  	Sharon Wienbar	 
	 	Title:	Managing Director	 


 


Signature Page
to the Stockholders Rights Agreement



    	 



    	



    


	 	INVESTORS:	 
	 	 	 
	 	NEOCARTA VENTURES, L.P.	 
	 	 	 
	 	By:	NeoCarta Associates, LLC,	 
	 	 	its General Partner	 
	 	 	 	 


	 	By:	/s/ D. Jarrett Collins	 
	 	 	Name: 	D. Jarrett Collins	 
	 	 	Title:	Managing Director	 
	 	 	 	 	 


	 	NEOCARTA SCOUT FUND LLC	 
	 	 	 
	 	By:	NeoCarta Associates, LLC,	 
	 	 	its Manager	 
	 	 	 	 


	 	By:	/s/ D. Jarrett Collins	 
	 	 	Name:	D. Jarrett Collins	 
	 	 	Title:	Managing Director	 


 


Signature Page
to the Stockholders Rights Agreement



    	 



    	



    

	 	INVESTORS:	 
	 	 	 	 
	 	RHO MANAGEMENT TRUST I	 
	 	 	 	 
	 	By:	RHO CAPITAL PARTNERS, INC.

 INVESTMENT ADVISOR	 
	 	 	 	 
	 	By:	/s/ Jeffrey I. Martin	 
	 	 	Name: 	Jeffrey I. Martin 	 
	 	 	Title:	Attorney-In-Fact	 





 


	 	RHO VENTURES VI, L.P.	 
	 	 	 	 
	 	By:	RMV VI, L.L.C., its General Partner	 
	 	By:	Rho Capital Partners LLC, its Managing Member	 
	 	 	 	 
	 	By:	/s/ Jeffrey I. Martin	 
	 	 	Name: 	Jeffrey I. Martin 	 
	 	 	Title:	Attorney-In-Fact	 


 


Signature
Page to the Stockholders Rights Agreement





    	 



    	



    

	 	INVESTORS:
	 	 	 
	 	SVM STAR VENTURES
	 	MANAGEMENTGESELLSCHAFT mbH NR.3
	 	 	 
	 	By:	/s/ Dr. Meir Barel	 
	 	 	Name: 	Dr. Meir Barel	 
	 	 	Title:	Managing Director	 
	 	 	 	 	 


	 	SVM STAR VENTURES
	 	MANAGEMENTGESELLSCHAFT mbH NR.3
	 	& CO. BETEILIOUNGS KG NR.2
	 	By: SVM STAR VENTURES 
	 	MANAGEMENTGESELLSCHAFT mbH NR.3 its 

Managing Partner
	 	 


	 	By:	/s/ Dr. Meir Barel	 
	 	 	Name: 	Dr. Meir Barel	 
	 	 	Title:	Managing Director	 
	 	 	 	 	 


	 	SVE STAR VENTURES ENTERPRISES NO. VII, A
	 	GERMAN CIVIL LAW PARTNERSHIP (WITH
	 	LIMITATION OF LIABILITY)
	 	By: SVM STAR VENTURES 
	 	MANAGEMENTGESELLS CHAFT mbH NR.3 its
	 	MANAGING PARTNER
	 	 


	 	By:	/s/ Dr. Meir Barel	 
	 	 	Name: 	Dr. Meir Barel	 
	 	 	Title:	Managing Director	 
	 	 	 	 	 


	 	SVE STAR VENTURES ENTERPRISES GmbH NO.
	 	VIIa KG,
	 	By: SVM STAR VENTURES 
	 	MANAGEMENTGESELLSCHAFT mbH NR.3 its 

Managing Limited Partner
	 	 


	 	By:	/s/ Dr. Meir Barel	 
	 	 	Name: 	Dr. Meir Barel	 
	 	 	Title:	Managing Director	 


 


Signature
Page to the Stockholders Rights Agreement



    	 



    	



    

	 	INVESTORS:
	 	 	 	 	 
	 	TIME WARNER INC.
	 	 	 	 	 
	 	By:	 	 
	 	 	Name: 	 	 
	 	 	Title:	 	 


 


Signature
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	 	INVESTORS:	 
	 	 	 
	 	THE BERKSHIRES CAPITAL INVESTORS Limited 

    Partnership	 
	 	 	 	 
	 	By:	The Berkshires Management Company, LLC 

its General Partner	 
	 	 	 	 


	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


	 	THE BERKSHIRES CAPITAL INVESTORS

FUND II L.P.	 
	 	 	 	 
	 	By:	The Berkshires Management Company, LLC 

its General Partner	 
	 	 	 	 


	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 


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	 	INVESTORS:	 
	 	 	 	 
	 	By:	/s/ William Bo S. Peabody	 
	 	 	William Bo S. Peabody	 


 


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	 	INVESTORS:	 
	 	 	 
	 	VILLAGE VENTURES PARTNERS  FUND, L.P.	 
	 	 	 
	 	By:	VILLAGE VENTURES CAPITAL

    PARTNERS I, LLC, its General Partner	 
	 	 	 	 
	 	By:	VILLAGE VENTURES, INC., its Manager	 
	 	 	 	 


	 	By:	/s/ Steven H. Massicotte	 
	 	 	Name: 	Steven H. Massicotte	 
	 	 	Title:	Chief Operating Officer	 
	 	 	 	 	 
	 	VILLAGE VENTURES PARTNERS FUND A, L.P.	 
	 	 	 	 	 
	 	By:	VILLAGE VENTURES CAPITAL 

    PARTNERS, I, LLC, its General Partner	 
	 	 	 	 
	 	By:	VILLAGE VENTURES, INC., Its Manager	 
	 	 	 	 


	 	By:	/s/ Steven H. Massicotte	 
	 	 	Name: 	Steven H. Massicotte	 
	 	 	Title:	Chief Operating Officer	 


 


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	 	INVESTORS:

         

        BRAND EQUITY VENTURE II, L.P.

         

        By: Brand Equity Partners II, L.L.C.

        Its General Partner 

	 	 	 	 
	 	By:	/s/ Marc Singer	 
	 	Name: Marc Singer
	 	Title:   Member


 


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	 	INVESTORS:

         

        HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

	 	 	 	 
	 	By:	 	 
	 	Name: K. Nicholas Martitsch
	 	Title:   Associate General Counsel


 


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	 	INVESTORS & KEY HOLDERS:

         

        DRUGSITE TRUST

	 	 	 	 
	 	By:	 	 
	 	Name:	 
	 	Title:	 


 


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	 	INVESTORS
                                                                     & KEY HOLDERS:


 


FOUNDATION CAPITAL
V, L.P.


 


By: Foundation Capital Management Co. V, LLC, its
Manager 



	 	 	 	 	 
	 	By:	/s/ Warren Weiss	 
	 	Name:	Warren Weiss	 
	 	Title:	Manager	 



 

	 	FOUNDATION
                                                                     CAPITAL V PRINCIPALS FUND, LLC


 


By: Foundation Capital Management Co. V, LLC, its
Manager 



	 	 	 	 	 
	 	By:	/s/ Warren Weiss	 
	 	Name:	Warren Weiss	 
	 	Title:	Manager	 


 


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	 	INVESTORS:	 
	 	 	 
	 	 	 
	 	Daniel Burstein	 


 


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	 	KEY HOLDERS:	 
	 	 	 
	 	/s/ Michael Keriakos	 
	 	Michael Keriakos	 
	 	 	 
	 	/s/ Benjamin Wolin	 
	 	Benjamin Wolin	 





 


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	 	OTHER HOLDERS:	 
	 	 	 
	 	BRAND EQUITY VENTURES II, L.P.
	 	 	 
	 	By: Brand Equity Partners II, L.L.C.	 
	 	Its General Partner 	 
	 	 	 
	 	By:	/s/ Marc Singer	 
	 	Name: Marc Singer	 
	 	Title: Member	
	 	 	 	 
	 	/s/ Douglas W. McCormick	 
	 	Douglas W. McCormick	 
	 	 	 
	 	 	 
	 	Peter B. Rankin, Sr.	 
	 	 	 
	 	 	 
	 	Louis D. Schwartz	 
	 	 	 
	 	 	 
	 	Ronald A. Sege	 
	 	 	 
	 	 	 
	 	Ethan R. Zuekerman 	 
	 	 	 
	 	 	 
	 	Kenneth M. Morris 	 



 


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	 	Jeffrey R. Johnson	 
	 	 	 
	 	 	 
	 	Norman R. Nelson	 
	 	 	 
	 	 	 
	 	John H. Ferguson	 
	 	 	 
	 	 	 
	 	John Tiebout	 
	 	 	 
	 	 	 
	 	David and Margaret Gould Stewart	 
	 	 	 
	 	 	 
	 	David and Angela Epstein	 
	 	 	 
	 	 	 
	 	Zachary Julius	 
	 	 	 
	 	 	 
	 	Robert P. Chabot	 
	 	 	 
	 	 	 
	 	Sherwood Guernsey	 
	 	 	 
	 	 	 
	 	Bradley C. Svrluga	 
	 	 	 
	 	 	 
	 	John Halpern	 


 


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	 	Roger H. Lee	 
	 	 	 
	 	 	 
	 	Les Levine	 
	 	 	 
	 	 	 
	 	Mark Tauber	 
	 	 	 
	 	 	 
	 	Robert Verrico	 
	 	 	 
	 	 	 
	 	Jackie Verrico	 




 


	 	SOFTWARE VENTURE PARTNERS	 
	 	 	 	 
	 	By:	 	 
	 	 	Name: 	 
	 	 	Title:	 



 

	 	 	 
	 	Richard H. Sabot	 
	 	 	 
	 	 	 
	 	Raymond Montgomery	 



 

	 	ALLEN & COMPANY INCORPORATED
	 	 	 	 
	 	By:	 	 
	 	 	Name: 	 
	 	 	Title:	 


 


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	 	Francis P. Birmingham	 
	 	 	 
	 	 	 
	 	Joshua Field	 
	 	 	 
	 	 	 
	 	Tim Sedlock	 
	 	 	 
	 	 	 
	 	David Parks	 
	 	 	 
	 	 	 
	 	Katharine Nylen	 
	 	 	 
	 	 	 
	 	Ken Leung	 
	 	 	 
	 	 	 
	 	Chris O’Brien	 
	 	 	 
	 	 	 
	 	Ignacio Fanlo	 


 


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SCHEDULE
A


Investors


 


TCV VII, L.P. 


Technology Crossover Ventures


528 Ramona Street 


Palo Alto, California 94301


	Phone:	(650) 614-8200
	Fax:	(650) 614-8222


	Attention:	Carla S. Newell 

    Ric Fenton


 


TCV VII (A), L.P. 


Technology Crossover Ventures


528 Ramona Street 


Palo Alto, California 94301


	Phone:	(650) 614-8200
	Fax:	(650) 614-8222


	Attention:	Carla S. Newell 
	 	Ric Fenton


 


TCV Member Fund, L.P.


Technology Crossover Ventures


528 Ramona Street 


Palo Alto, California 94301


	Phone:	(650) 614-8200
	Fax:	(650) 614-8222


	Attention:	Carla S. Newell 
	 	Ric Fenton


 


WF Holding Company, LLC 


Attention: John Richardson, Vice President
and Secretary 


1717 Rhode Island Avenue, N.W. 


Washington, DC 20036


 


Scale Venture Partners II, LP  


Attn: Sharon Wienbar  


950 Tower Lane, Suite 700  


Foster City, CA 94404  


Fax: (650) 378-6040


 


NeoCarta Ventures, L.P. 


Attn: D. Jarrett Collins 


396 Washington Street, Suite 278 




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Wellesley Hills, MA 02481


 


NeoCarta Scout Fund, L.L.C.  


Attn: D. Jarrett Collins 


396 Washington Street, Suite 278  


Wellesley Hills, MA 02481


 


Rho Management Trust I  


c/o Rho Capital Partners, Inc.  


152 West 57th Street, 23rd
Floor  


New York, New York 10019  


Attn: Chief Financial Officer  


Fax: 212-751-3613


 


Rho Ventures VI, L.P. 


c/o Rho Capital Partners, Inc. 


152 West 57th Street, 23rd
Floor 


New York, New York 10019 


Attn: Chief Financial Officer 


Fax: 212-751-3613 


 


SVM Star Ventures 


Managementgesellschaft 


mbH Nr. 3 & Co. 


Beteiligungs KG Nr. 2 


Possartstr 9 


81679 Munich Germany 


Attn: Chief Financial Officer


 


SVM Star Ventures 


Managementgesellschaft mbH Nr. 3 


Possartstr 9 


81679 Munich 


Germany 


Attn: Chief Financial Officer


 


SVE Star Ventures 


Enterprises No. VII, 


a German Civil Law 


Partnership (with 


Limitation of Liability) 


Possartstr 9 


81679 Munich 


Germany 


Attn: Chief Financial Officer


 


SVE Star Ventures 




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Enterprises GmbH No. VIIa, KG 


Possartstr 9 


81679 Munich 


Germany 


Attn: Chief Financial Officer


 


The Berkshires Capital Investors Fund
II L.P.  


430 Main St. - Suite 4 


Williamstown, MA 01267 


Attn: Russell Howard 


Fax: 413-458-5603


 


The Berkshires Capital Investors Limited
Partnership  


430 Main St. - Suite 4 


Williamstown, MA 01267 


Attn: Russell Howard 


Fax: 413-458-5603


 


William Bo S. Peabody & Peabody
Family Ventures  


214 Hopper Road 


Williamstown, MA 01267


 


Village Ventures Partners Fund, L.P.
 


c/o Village Ventures, Inc. 


430 Main Street - Suite 1 


Williamstown, MA 01267 


Fax: 413.458.0338


 


Village Ventures Partners Fund A,
L.P.  


c/o Village Ventures, Inc. 


430 Main Street - Suite 1 


Williamstown, MA 01267 


Fax: 413.458.0338


 


Time Warner Inc. 


One Time Warner Center 


New York, NY 10019 


Attn: Managing Director, Time Warner
Investments 


Attn: General Counsel


 


Brand Equity Ventures II, L.P.  


263 Tresser Blvd, 9th Floor
 


Stamford, CT 06901 


ph (203) 724-1103 


fax (203-724-1155 


Att: Marc Singer 




    	S-3



    	



    

Daniel Burstein


 


Millenium Technology Ventures  


747 Third Avenue, 38th
Floor  


New York, New York 10017  


Office Ph (646) 521-7802  


Home Ph (203) 226-9999 ??  


Fax (203) 226-0583 ??


 


Foundation Capital V, L.P.  


250 Middlefield Road  


Menlo Park, CA 94025  


Fax (650) 614-0500


 


Foundation Capital V Principals Fund,
LLC  


250 Middlefield Road 


Menlo Park, CA 94025 


Fax (650) 614-0500


 


Drugsite Trust 


25 Apollo Drive, Suite A  


North Shore 


Auckland 0632 


New Zealand 




    	S-4



    	



    

SCHEDULE
B 

Key Holders


 


Michael Keriakos 


c/o Everyday Health, Inc.  


345 Hudson Street, 16th Floor  


New York, NY 10014


 


Benjamin Wolin 


c/o Everyday Health, Inc.  


345 Hudson Street, 16th Floor  


New York, NY 10014 




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SCHEDULE
C


Other
Holders


 


Brand Equity Ventures II, L.P.  


263 Tresser Blvd, Suite 9th
Floor  


Stamford, CT 06901 


ph (203) 724-1103 


fax (203-724-1155 


Att: Marc Sinfger


 


Allen & Company Incorporated  


711 Fifth Avenue 


New York, New York 10022  


Attn: Eugene Protash


 


The Berkshires Capital Investors Fund
II L.P.  


430 Main St., Suite 4 


Williamstown, MA 01267 


Attn: Russell Howard 


Fax: 413-458-5603


 


The Berkshires Capital Investors Limited
Partnership 


430 Main St., Suite 4 


Williamstown, MA 01267 


Attn: Russell Howard 


Fax: 413-458-5603


 


SVM Star Ventures 


Managementgesellschaft mbH Nr. 3 


Possartstr 9 


81679 Munich 


Germany 


Attn: Chief Financial Officer


 


William Bo S.
Peabody  


1547 Green River
Road  


Williamstown,
MA 01267


 


Douglas W. McCormick  


c/o Rho Capital Partners  


152 West 57th Street, 23rd
Floor  


New York, New York 10019


 


Peter B. Rankin Sr. 


PO Box 5760 


Hanover, New Hampshire 




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Ronald A. Sege


Ellacoya Networks, Inc.  


127 Laurel Avenue  


Menlo Park, CA 94025  


Tel: 650-353-2735


 


Ethan R. Zuckerman  


PO Box 669 


Williamstown, MA 01267


 


Kenneth M. Morris  


c/o Lightbulb Press  


112 Madison Avenue  


New York, NY 10016  


Fax: 212-218-7968


 


Jeffrey R. Johnson  


5211 Blacksburg Way  


The Villages, FL 32162


 


Norman R. Nelson  


411 West End Avenue  


New York, NY 10024  


Tel: 212-362-7012


 


John H. Ferguson 


2627 Dumbarton Street NW  


Washington DC 20007  


Tel: 202-338-4798


 


John Tiebout 


1316 Langdon Lane 


Mamaroneck, New York 10543
 


Tel: 914-777-3458


 


David and Margaret Gould Stewart  


1025 Charter Place 


Charlotte, NC 28211 


Tel: 413-458-2274


 


Zachary Julius 


300 East 56th Street, #2A 


New York, New York 10022 




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Sherwood Guernsey  


69 East Housatonic Street  


Pittsfield, MA 01201  


Tel: 413-499-3520


 


Bradley C. Svrluga 


c/o High Peaks Venture Partners 


10 2nd Street 


Troy, New York 12180


 


Katharine Nylen  


786 Bug Hill Road  


Ashfield, MA 01330


 


John Halpern 


45 E. 82nd Street  


New York, NY 10028


 


Roger H. Lee 


c/o Corio Corporation  


700 Bay Road, Suite 210  


Redwood City, CA 94063 


Fax: 650-298-0345


 


Software Venture Partners 


P.O. Box 69 


Zepher Cove, NV 89448 


Attn: Bill Lohse 


Fax: 415-674-3782


 


The Amended and Restated Richard H.
Sabot Revocable Trust Marital Trust  


1331 Oblong Road 


Williamstown, MA 01267


 


Raymond Montgomery  


P.O. Box 414 


Warren, VT 05674  


Fax: 802-496-5542


 


Francis P. Birmingham  


8 Carson Avenue  


Wilmington, MA 01887


 


Les Levine 


7401 Helmsdale Road 


Bethesda, MD 20817 




    	S-8



    	



    

Steven &
Sybil Wolin  


3210 Newark St.
NW  


Washington, DC
20008


 


Mark Tauber 


1255 42nd Avenue  


San Francisco, CA 94122  


Tel: 415-477-4446


 


Robert & Jackie Verrico  


144 Churchill Road  


Morristown, VT 05661


 


Joshua Field 


29 Holbrook Street 


North Adams, MA 01247


 


David Parks 


34 Glass Works Road


Berkshire, MA 01224


 


Timothy Sedlock 


1633 Northwest Hill Road 


Pownal, Vermont 05261


 


Peter Rankin, Jr. 


13 Franklin Place #5D 


Morristown, New Jersey 07960


 


David and Angela Epstein  


806 Prospect Avenue  


Hartford, CT 06105


 


Kenneth Leung 


67-20 172nd Street 


Fresh Meadows, New York 11365


 


Christopher O’Brien  


118 Bergen Street 


Brooklyn, New York 11201


 


Ignacio Fanlo 


DealTime, Inc. 


8000 Marina Boulevard, 3rd
Floor 


Brisbane, CA 94005 





    	S-9



    	



    

EXHIBIT
A


Director
Indemnification



    	E-1