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EVERYDAY HEALTH, S-1/A Filing

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EVERYDAY HEALTH,  S-1/A Filing Powered By Docstoc
					                                  As filed with the Securities and Exchange Commission on April 9, 2010
                                                                                                       Registration No. 333-164474


                      UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                                          Washington, D.C. 20549
                                                           Amendment No. 2
                                                                   to
                                                                   Form S-1
                                                      REGISTRATION STATEMENT
                                                              UNDER
                                                     THE SECURITIES ACT OF 1933




                                             Everyday Health, Inc.
                                                     (Exact name of registrant as specified in its charter)


                   Delaware                                                    7389                                          80-0036062
           (State or other jurisdiction of                       (Primary Standard Industrial                               (I.R.S. Employer
          incorporation or organization)                         Classification Code Number)                               Identification No.)




                                                                45 Main St., Suite 800
                                                                 Brooklyn, NY 11201
                   (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)




                                                                   Benjamin Wolin
                                                               Chief Executive Officer
                                                                45 Main St., Suite 800
                                                                 Brooklyn, NY 11201
                                                                   (718) 797-0722
                          (Name, address, including zip code, and telephone number, including area code, of agent for service)




                                                                       Copies to:

             Babak Yaghmaie, Esq.                                Alan Shapiro, Esq.                                Kirk A. Davenport, Esq.
              Stephane Levy, Esq.                              Executive Vice President                            Latham & Watkins LLP
          Cooley Godward Kronish LLP                             & General Counsel                                    885 Third Avenue
          1114 Avenue of the Americas                           Everyday Health, Inc.                             New York, NY 10022-4834
            New York, NY 10036-7798                             45 Main St., Suite 800                                  (212) 906-1200
                 (212) 479-6000                                  Brooklyn, NY 11201
                                                                   (718) 797-0722




     Approximate date of commencement of proposed sale to the public:                            As soon as practicable after this Registration
Statement becomes effective.

    If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, check the following box. 

      If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. 
     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of
the Exchange Act. (Check one):

Large accelerated filer                  Accelerated filer             Non-accelerated filer          Smaller reporting company 
                                                             (Do not check if a smaller reporting company)

     The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its
effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
                                                Explanatory Note

      This Amendment No. 2 is being filed for the purpose of filing Exhibits 10.11 and 10.12 to the Registration
Statement (Commission File No. 333-164474). No changes or additions are being made hereby to the
Prospectus constituting Part I of the Registration Statement (not included herein) or to Items 13, 14, 15, 16(b) or
17 of Part II of the Registration Statement.
                                                       Part II

                               INFORMATION NOT REQUIRED IN PROSPECTUS


Item 13.      Other Expenses of Issuance and Distribution

      The following table sets forth the various expenses expected to be incurred by the Registrant in connection
with the sale and distribution of the securities being registered hereby, other than underwriting discounts and
commissions. All amounts are estimated except the SEC registration fee and the Financial Industry Regulatory
Authority filing fee.


SEC registration fee                                                                                      $    7,130
Financial Industry Regulatory Authority filing fee                                                            10,500
Blue Sky fees and expenses                                                                                             *
Accounting fees and expenses                                                                                           *
Legal fees and expenses                                                                                                *
Printing and engraving expenses                                                                                        *
Registrar and Transfer Agent’s fees                                                                                    *
Miscellaneous fees and expenses                                                                                        *
  Total                                                                                                   $            *



* To be filed by amendment


Item 14.      Indemnification of Directors and Officers

       Section 102 of the Delaware General Corporation Law, or DGCL, allows a corporation to eliminate the
personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except where the director breached the duty of loyalty, failed to act in good
faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or
approved a stock repurchase in violation of the DGCL or obtained an improper personal benefit.

      Section 145 of the DGCL provides, among other things, that we may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding —
other than an action by or in the right of the Registrant — by reason of the fact that the person is or was a
director, officer, agent or employee of the Registrant, or is or was serving at our request as a director, officer,
agent or employee of another corporation, partnership, joint venture, trust or other enterprise against expenses,
including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by
the person in connection with such action, suit or proceeding. The power to indemnify applies (a) if such person
is successful on the merits or otherwise in defense of any action, suit or proceeding, or (b) if such person acting
in good faith and in a manner he or she reasonably believed to be in the best interest, or not opposed to the best
interest, of the Registrant, and with respect to any criminal action or proceeding had no reasonable cause to
believe his or her conduct was unlawful. The power to indemnify applies to actions brought by or in the right of
the Registrant as well but only to the extent of defense expenses, including attorneys’ fees but excluding
amounts paid in settlement, actually and reasonably incurred and not to any satisfaction of judgment or
settlement of the claim itself, and with the further limitation that in such actions no indemnification shall be made
in the event of any adjudication of liability to the Registrant, unless the court believes that in light of all the
circumstances indemnification should apply.

      Section 174 of the DGCL provides, among other things, that a director, who willfully or negligently approves
of an unlawful payment of dividends or an unlawful stock purchase or redemption, may be held liable for such
actions. A director who was either absent when the unlawful actions were approved or dissented at the time, may
avoid liability by causing his or her dissent to such actions to be entered in the books containing minutes of the
meetings of the board of directors at the time such action occurred or immediately after such absent director
receives notice of the unlawful acts.
II-1
       Our amended and restated certificate of incorporation and amended and restated bylaws, in each case to
be in effect upon the closing of this offering, will authorize us to provide for the indemnification of directors to the
fullest extent permissible under the DGCL. Our amended and restated bylaws will also provide that we have the
power to indemnify our officers, employees and other agents to the fullest extent not prohibited by the DGCL. In
addition, we have entered into separate indemnification agreements, the form of which is attached as
Exhibit 10.5 hereto, with our directors which would require us, among other things, to indemnify them against
certain liabilities which may arise by reason of their status or service as directors to the fullest extent not
prohibited by law. These indemnification provisions and the indemnification agreements may be sufficiently broad
to permit indemnification of our officers and directors for liabilities, including reimbursement of expenses incurred,
arising under the Securities Act of 1933, as amended, which we refer to as the Securities Act. We intend to
maintain director and officer liability insurance, if available on reasonable terms.

     The form of Underwriting Agreement, to be attached as Exhibit 1.1 hereto, provides for indemnification by
the Underwriters of us and our officers and directors for certain liabilities, including liabilities arising under the
Securities Act, and affords certain rights of contribution with respect thereto.

      See also the undertakings set out in response to Item 17 herein.


Item 15.      Recent Sales of Unregistered Securities

      In the three years preceding the filing of this registration statement, we have sold the following securities
that were not registered under the Securities Act. The following information does not give effect to
a         -for-      reverse split of our common stock to be effected prior to the completion of this offering.


(a)    Issuances of Capital Stock and Warrants

     1. On March 22, 2007, we issued a warrant to purchase 110,018 shares of Series C redeemable
convertible preferred stock for an aggregate exercise price of $360,000 to an accredited investor.

     2. On various dates between August 30, 2007 and February 14, 2008, we sold 3,934,855 shares of
Series D redeemable convertible preferred stock to 13 accredited investors in exchange for an aggregate of
$27,026,945.

     3. On October 7, 2008, we issued 8,930,966 shares of Series E redeemable convertible preferred stock to
one accredited investor in exchange for all membership interests in Revolution Health Group LLC.

     4. On various dates between October 15, 2008 and November 26, 2008, we sold 2,951,128 shares of
Series F redeemable convertible preferred stock to 13 accredited investors in exchange for an aggregate of
$22,468,117.

     5. On September 18, 2009, we issued a warrant to purchase 47,285 shares of Series F redeemable
convertible preferred stock for an aggregate exercise price of $360,000 to an accredited investor.

      6. On October 8, 2009, we issued a warrant to purchase 65,674 shares of Series F redeemable convertible
preferred stock for an aggregate exercise price of $500,000 to an accredited investor.

       No underwriters were used in the foregoing transactions. The sales of securities described above were
deemed to be exempt from registration pursuant to Section 4(2) of the Securities Act as transactions by an issuer
not involving a public offering. All of the purchasers in these transactions represented to us in connection with
their purchase that they were acquiring the shares for investment and not distribution, and that they could bear
the risks of the investment and could hold the securities for an indefinite period of time. Such purchasers
received written disclosures that the securities had not been registered under the Securities Act and that any
resale must be made pursuant to a


                                                          II-2
registration or an available exemption from such registration. All of the foregoing securities are deemed restricted
securities for the purposes of the Securities Act.


(b)    Certain Grants and Exercises of Stock Options

     Pursuant to our 2003 Stock Option Plan, as of December 31, 2009 we have issued options to purchase an
aggregate of 6,377,862 shares of common stock. Of these options:

      • options to purchase 1,337,538 shares of common stock have been canceled or lapsed without being
        exercised;

      • options to purchase 288,445 shares of common stock have been exercised; and

      • options to purchase a total of 4,751,879 shares of common stock are currently outstanding, at a
        weighted-average exercise price of $4.52 per share.

      The sale and issuance of the securities described above were deemed to be exempt from registration
under the Securities Act in reliance on Rule 701 promulgated under Section 3(b) of the Securities Act, as
transactions by an issuer not involving a public offering or transactions pursuant to compensatory benefit plans
and contracts relating to compensation as provided under Rule 701.


                                                        II-3
Item 16.       Exhibits and Financial Statement Schedules

     (a) Exhibits


  Exhibit
  Numbe
    r                                                          Description

     1 .1**      Form of Underwriting Agreement.
     3 .1*       Ninth Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect.
     3 .2*       Certificate of Amendment to the Ninth Amended and Restated Certificate of Incorporation of the
                 Registrant.
     3 .3**      Form of Amended and Restated Certificate of Incorporation of the Registrant, to be effective
                 upon the completion of the offering.
     3 .4*       Bylaws of the Registrant, as currently in effect.
     3 .5**      Form of Amended and Restated Bylaws of the Registrant, to be effective upon the completion of
                 the offering.
     4 .1**      Form of the Registrant Common Stock Certificate.
     4 .2*       Fifth Amended and Restated Stockholder Rights Agreement, by and between the Registrant and
                 the investors listed on Exhibit A thereto, key holders listed on Exhibit B thereto and other holders
                 listed on Exhibit C thereto, dated as of October 15, 2008.
     4 .3*       First Amendment to the Fifth Amended and Restated Stockholder Rights Agreement, dated as
                 of September 18, 2009.
     4 .4*       Second Amendment to the Fifth Amended and Restated Stockholder Rights Agreement, dated
                 as of October 8, 2009.
     4 .5*       Warrant Agreement to Purchase Shares of the Series C Preferred Stock of the Registrant by
                 and between the Registrant and Hercules Technology Growth Capital, Inc., dated March 22,
                 2007.
     4 .6*       Warrant to Purchase Stock issued to Square 1 Bank, dated September 18, 2009.
     4 .7*       Warrant to Purchase Shares of Series F Preferred Stock issued to Compass Horizon Funding
                 Company LLC, dated October 8, 2009.
     5 .1**      Opinion of Cooley Godward Kronish LLP.
    10 .1*       2003 Stock Option Plan, as amended, and related documents.
    10 .1.1*     Amendment to 2003 Stock Option Plan, as amended.
    10 .2**      2010 Equity Incentive Plan and related documents.
    10 .3*       Lease Agreement between the Registrant and the Rector, Church-Wardens and Vestrymen of
                 the Trinity Church in the City of New York, dated as of August 26, 2009.
    10 .3.1*     First Amendment to the Lease between the Registrant and the Rector, Church-Wardens and
                 Vestrymen of the Trinity Church in the City of New York, dated as of February 22, 2010.
    10 .4*       Sublease between the Registrant and CT Corporation System, dated August 26, 2009.
    10 .5**      Form of Indemnification Agreement to be entered into with each director and executive officer of
                 the Registrant.
    10 .6*       Loan and Security Agreement by and among the Registrant, Revolution Health Group LLC,
                 CarePages, Inc. and Square 1 Bank, dated September 18, 2009.
    10 .7*       Venture Loan and Security Agreement by and among the Registrant, Revolution Health Group
                 LLC, CarePages, Inc. and Compass Horizon Funding Company LLC, dated October 8, 2009.


                                                        II-4
     Exhibit
     Numbe
       r                                                  Description

       10 .8*     Employment Agreement between the Registrant and Brian Cooper, dated September 9, 2003.
       10 .9*     Offer Letter between the Registrant and Scott Wolf, dated May 9, 2005.
       10 .10*    Offer Letter between the Registrant and Gregory Jackson, dated June 19, 2006.
       10 .11†    Letter Agreement between the Registrant and J.M. Athletics, LLC (subsequently assigned to
                  Empowered Media, LLC), dated November 7, 2005, as amended on May 12, 2009 and
                  November 6, 2009.
       10 .12†    Letter Agreement between the Registrant and SBD/Waterfront Media Limited Partnership, dated
                  February 12, 2008.
       21 .1*     List of Subsidiaries.
       23 .1*     Consent of Ernst & Young LLP, independent registered public accounting firm.
       23 .2*     Consent of Ernst & Young LLP, independent auditors.
       23 .3**    Consent of Cooley Godward Kronish LLP (included in Exhibit 5.1).
       23 .4*     Report and Consent of UHY LLP, independent auditors.
       23 .5*     Report and Consent of Stout, Causey and Horning P.A., independent auditors.
       24 .1*     Power of Attorney (see page II-8 of original filing).

*     Previously filed.

**    To be filed by amendment.

† Certain portions have been omitted pursuant to a confidential treatment request. Omitted information has been
filed separately with the SEC.

    (b) No financial statement schedules are provided because the information called for is not required or is
shown either in the financial statements or the notes thereto.


                                                       II-5
Item 17.     Undertakings

     The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the
underwriting agreement, certificates in such denominations and registered in such names as required by the
underwriters to permit prompt delivery to each purchaser.

      Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such
issue.

     The undersigned registrant hereby undertakes that:

           (1) For purposes of determining any liability under the Securities Act, the information omitted from the
     form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in
     the form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
     Securities Act shall be deemed to be part of the registration statement as of the time it was declared
     effective.

           (2) For purposes of determining any liability under the Securities Act, each post-effective amendment
     that contains a form of prospectus shall be deemed to be a new registration statement relating to the
     securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

            (3) For the purpose of determining liability under the Securities Act to any purchaser, each prospectus
     filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than
     registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A,
     shall be deemed to be part of and included in the registration statement as of the date it is first used after
     effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is
     part of the registration statement or made in a document incorporated or deemed incorporated by reference
     into the registration statement or prospectus that is part of the registration statement will, as to a purchaser
     with a time of contract of sale prior to such first use, supersede or modify any statement that was made in
     the registration statement or prospectus that was part of the registration statement or made in any such
     document immediately prior to such date of first use.

           (4) For the purpose of determining liability of the registrant under the Securities Act to any purchaser
     in the initial distribution of the securities, in a primary offering of securities of the undersigned registrant
     pursuant to this registration statement, regardless of the underwriting method used to sell the securities to
     the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
     communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer
     or sell such securities to such purchaser:


                                                         II-6
      (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering
required to be filed pursuant to Rule 424;

     (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned registrant;

      (iii) The portion of any other free writing prospectus relating to the offering containing material
information about the undersigned registrant or its securities provided by or on behalf of the
undersigned registrant; and

      (iv) Any other communication that is an offer in the offering made by the undersigned registrant
to the purchaser.


                                              II-7
                                                SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment No. 2
to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in
Brooklyn, State of New York, on the 9 th day of April, 2010.


                                                      EVERYDAY HEALTH, INC.



                                                      By:   /s/ Benjamin Wolin
                                                            Benjamin Wolin
                                                            Chief Executive Officer and Director

     Pursuant to the requirements of the Securities Act, this Amendment No. 2 to the Registration Statement
has been signed below by the following persons in the capacities and on the dates indicated.


                   Signature                                           Title                          Date


              /s/ Benjamin Wolin                       Chief Executive Officer and Director        April 9, 2010
                Benjamin Wolin                             (Principal Executive Officer)

               /s/ Brian Cooper                         Executive Vice President and Chief         April 9, 2010
                 Brian Cooper                        Financial Officer (Principal Financial and
                                                                Accounting Officer)
                        *                                             Director                     April 9, 2010
                D. Jarrett Collins

                      *                                              Director                      April 9, 2010
                  Donn Davis

                      *                                              Director                      April 9, 2010
                 Dana L. Evan

                       *                                             Director                      April 9, 2010
                 David Golden

                       *                                             Director                      April 9, 2010
               Michael Keriakos

                       *                                             Director                      April 9, 2010
                 Habib Kairouz

                      *                                              Director                      April 9, 2010
              Douglas McCormick

                       *                                             Director                      April 9, 2010
            William Bo S. Peabody

                       *                                             Director                      April 9, 2010
                Sharon Wienbar

*By:              /s/ Benjamin Wolin
                    Benjamin Wolin
                    Attorney-in-Fact
II-8
                                              Exhibit Index


Exhibit
Numbe
  r                                                    Description

  1 .1**    Form of Underwriting Agreement.
  3 .1*     Ninth Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect.
  3 .2*     Certificate of Amendment to the Ninth Amended and Restated Certificate of Incorporation of the
            Registrant.
  3 .3**    Form of Amended and Restated Certificate of Incorporation of the Registrant, to be effective
            upon the completion of the offering.
  3 .4*     Bylaws of the Registrant, as currently in effect.
  3 .5**    Form of Amended and Restated Bylaws of the Registrant, to be effective upon the completion of
            the offering.
  4 .1**    Form of the Registrant Common Stock Certificate.
  4 .2*     Fifth Amended and Restated Stockholder Rights Agreement, by and between the Registrant and
            the investors listed on Exhibit A thereto, key holders listed on Exhibit B thereto and other holders
            listed on Exhibit C thereto, dated as of October 15, 2008.
  4 .3*     First Amendment to the Fifth Amended and Restated Stockholder Rights Agreement, dated as
            of September 18, 2009.
  4 .4*     Second Amendment to the Fifth Amended and Restated Stockholder Rights Agreement, dated
            as of October 8, 2009.
  4 .5*     Warrant Agreement to Purchase Shares of the Series C Preferred Stock of the Registrant by
            and between the Registrant and Hercules Technology Growth Capital, Inc., dated March 22,
            2007.
  4 .6*     Warrant to Purchase Stock issued to Square 1 Bank, dated September 18, 2009.
  4 .7*     Warrant to Purchase Shares of Series F Preferred Stock issued to Compass Horizon Funding
            Company LLC, dated October 8, 2009.
  5 .1**    Opinion of Cooley Godward Kronish LLP.
 10 .1*     2003 Stock Option Plan, as amended, and related documents.
 10 .1.1*   Amendment to 2003 Stock Option Plan, as amended.
 10 .2**    2010 Equity Incentive Plan and related documents.
 10 .3*     Lease Agreement between the Registrant and the Rector, Church-Wardens and Vestrymen of
            the Trinity Church in the City of New York, dated as of August 26, 2009.
 10 .3.1*   First Amendment to the Lease between the Registrant and the Rector, Church-Wardens and
            Vestrymen of the Trinity Church in the City of New York, dated as of February 22, 2010.
 10 .4*     Sublease between the Registrant and CT Corporation System, dated August 26, 2009.
 10 .5**    Form of Indemnification Agreement to be entered into with each director and executive officer of
            the Registrant.
 10 .6*     Loan and Security Agreement by and among the Registrant, Revolution Health Group LLC,
            CarePages, Inc. and Square 1 Bank, dated September 18, 2009.
 10 .7*     Venture Loan and Security Agreement by and among the Registrant, Revolution Health Group
            LLC, CarePages, Inc. and Compass Horizon Funding Company LLC, dated October 8, 2009.
 10 .8*     Employment Agreement between the Registrant and Brian Cooper, dated September 9, 2003.
 10 .9*     Offer Letter between the Registrant and Scott Wolf, dated May 9, 2005.
 10 .10*    Offer Letter between the Registrant and Gregory Jackson, dated June 19, 2006.
 10 .11†    Letter Agreement between the Registrant and J.M. Athletics, LLC (subsequently assigned to
            Empowered Media, LLC), dated November 7, 2005, as amended on May 12, 2009 and
            November 6, 2009.
 10 .12†    Letter Agreement between the Registrant and SBD/Waterfront Media Limited Partnership, dated
            February 12, 2008.
     Exhibit
     Numbe
       r                                                   Description

       21 .1*     List of Subsidiaries.
       23 .1*     Consent of Ernst & Young LLP, independent registered public accounting firm.
       23 .2*     Consent of Ernst & Young LLP, independent auditors.
       23 .3**    Consent of Cooley Godward Kronish LLP (included in Exhibit 5.1).
       23 .4*     Report and Consent of UHY LLP, independent auditors.
       23 .5*     Report and Consent of Stout, Causey and Horning P.A., independent auditors.
       24 .1*     Power of Attorney (see page II-8 of original filing).

*     Previously filed.

**    To be filed by amendment.

† Certain portions have been omitted pursuant to a confidential treatment request. Omitted information has
  been filed separately with the SEC.
                                                                                                                                     Exhibit 10.11
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

                                                             Waterfront Media, Inc.
                                                                45 Main Street
                                                              Brooklyn, NY 11201

                                                                                                                          As of November 7, 2005
J.M. Athletics, LLC
c/o ICM
8942 Wilshire Blvd.
Beverly Hills, CA 90211
Attention: Ms. Jillian Michaels
c/o Mr. Jason Pinyan
Dear Jillian:
   This letter agreement (the “ Agreement ”) is between Waterfront Media, Inc. (“ Waterfront ”) and J.M. Athletics, LLC (“ Licensor ”) and
sets forth the terms of Waterfront’s development, marketing and distribution of a free and subscription-based website (the “ Site ”) and online
newsletter(s) (the “ Newsletter(s) ”) based upon, and using content from, Winning By Losing (the “ Book ”) by Jillian Michaels (“ Michaels ”),
those materials needed for the launch of the Site and Newsletter(s) listed on Exhibit A attached hereto, and other material (including books,
newsletters and other publications and materials created in the future) relating to the Book, and Licensor’s and Michaels’ work (the foregoing is
referred to collectively in this Agreement as the “ Content ”).
   1. Grant of Rights :
       (a) Licensor hereby grants to Waterfront an exclusive, nontransferable (but sublicensable as set forth in Section l(b)) worldwide license
to use, distribute, display, publicly perform, reproduce, develop, modify, adapt, prepare derivative works from, translate into all languages,
market and sell the Content as part of the Site and the Newsletter(s), which will be distributed, accessible and/or downloadable in digital
format, (i) via the Internet regardless of the means of access, (ii) into software applications regardless of platform, (iii) in tangible form via
CD-ROMs (it being understood and agreed that the Content available on CD-ROMs will be substantially the same as that available via the
Internet), and (iv) in any other digital format or means of transmission, whether now known or hereafter created. The uses described in the
preceding sentence will be referred to collectively in this Agreement as the “ Service ”.
      (b) Licensor hereby grants to Waterfront the right to sublicense its rights to the Content and the Licensor’s Marks (as defined in Section
12(c) of this Agreement) to third parties in order to promote the Service and/or to create opportunities to derive revenue. If fee-based revenue
(as opposed to a non-cash barter arrangement, for example) results from Waterfront’s sublicense of Content and Marks, then Waterfront will
pay Licensor a royalty pursuant to Section 8(b) of this Agreement. In addition, Waterfront will have the right to syndicate Content to
broad-based health websites operated by Waterfront, so long as such Content includes attribution to Licensor and a link to the Service and [ * ].
      (c) [ * ]

                                                                          1
      (d) Notwithstanding anything to the contrary in this Agreement (whether in Section l(a) or otherwise), as between the parties hereto, [ * ].
   2. Term :
      (a) The initial term of this Agreement (the “ Initial Term ”) shall commence as of the date hereof and, subject to termination as herein
provided, shall continue for five (5) years from the date of the hard launch of the Service (the “ Launch ”).
      (b) Waterfront will have the right to renew this Agreement for an additional five (5) year period (the “ Renewal Term ”) (and together
with the Initial Term, the “ Term ”), [ * ]. Notwithstanding the foregoing, [ * ], Waterfront has the right to renew the Agreement [ * ].
      (c) Licensor will have the right to terminate this Agreement [ * ].
       (d) Either party shall have the right to immediately terminate this Agreement, upon written notice, in the event the other party files a
petition in bankruptcy or is adjudicated as bankrupt or insolvent, or makes an assignment for the benefit of creditors, or an arrangement
pursuant to any bankruptcy law, or discontinues its business or has a receiver appointed for its business and such receiver is not discharged
within one hundred eighty (180) days.
      (e) This Agreement may be terminated by either party upon [ * ] written notice to the other party of a breach of a material provision of
this Agreement by the other party, and the failure of the breaching party to cure such breach within such [ * ] period.
      (f) Upon expiration or earlier termination of this Agreement, [ * ].
       (g) In the event of Michaels’ death or disability, if Waterfront concludes, in the exercise of its reasonable judgment, that the business,
operations and prospects of Michaels’ name and reputation has been materially adversely affected by Michaels’ absence, then Waterfront will
have the option of (i) [ * ] or (ii) terminating this Agreement. If Michaels is adjudged or convicted or pleads nolo contendere to a felony or of
violating a law which subjects Michaels to public ridicule, contempt or scorn, Waterfront will have the right to [ * ] and/or terminate this
Agreement upon written notice to Licensor.
   3. Development and Operation of the Service :
      (a) Waterfront will, at its sole cost and expense, develop, produce, publish, market, and exploit the Service. Waterfront will, at its sole
cost and expense, host, operate and maintain the Site on, and distribute the Newsletters from, servers operated by or under the supervision of
Waterfront. In addition, Waterfront will host, operate and maintain transaction processing and reporting functionality for the Service on servers
operated by or under the supervision of Waterfront.
      (b) Waterfront will make available web-based customer service functionality to respond to site-related and billing inquiries from users of
the Service to the same extent that it makes such customer service
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

                                                                            2
available for users of other websites that Waterfront operates. Waterfront will also make available telephone customer service during regular
business hours to respond to billing inquiries from paid subscribers of the Service, and such customer service will be provided in accordance
the same average level of service (with respect to, for example, response time and length of call) that Waterfront provides to paying subscribers
of other sites it operates.
       (c) Licensor will, at its expense, obtain, maintain and exclusively make available to Waterfront www.jillianmichaels.com (and any other
URLs that are mutually agreed upon from time to time during the Term) for the Service (the “URL(s)” ). Licensor will use reasonable efforts
to obtain www.winningbylosing.com , it being understood that Waterfront will have no obligation to contribute to the cost of obtaining such
URL, without its prior written approval. In the event that such URL is obtained, Licensor will maintain and exclusively make it available to
Waterfront. Waterfront expressly acknowledges and agrees that Licensor owns the URL(s) and its or their use will be governed by the terms set
forth in Section 7 of this Agreement.
       (d) At Waterfront’s request, Licensor will furnish to Waterfront (in a digital format agreed upon by the parties, if available to Licensor)
copies of the Content and provide Waterfront with reasonable access to and copies of any other materials related to the Content. Licensor will
assist Waterfront in its efforts to obtain, at its expense, materials related to the Content in digital format from Harpers, Genesis, or any other
entity that may have Content. If Licensor prepares updates to the Content and/or to any material and information incorporated in the Service,
Licensor will furnish such updates to Waterfront within five (5) business days after they are finalized.
       (e) Licensor will make Michaels available for up to [ * ] to consult with Waterfront regarding the development of the Site and the
Newsletter(s) prior to the launch, and the preparation of marketing materials; and, thereafter, for up to [ * ] to consult on the on-going
production of the Site and the Newsletter(s) and to actively participate in bulletin boards and online chats. Licensor will have the right to
designate a mutually agreed upon substitute for up to [ * ] of the time set forth in the in the preceding sentence. For purposes of this Agreement,
the term “ Twelve Month Period ” shall refer to those periods during the Term, each of which commences as of the Launch Date or the
anniversary thereof and ending twelve months later on the day immediately preceding the applicable anniversary of the Launch Date.
   4. Marketing of the Service :
       (a) Waterfront will develop, create the copy and place the online marketing campaign for the Service. Waterfront will use such marketing
means that it determines to be appropriate such as, by way of example only, search marketing and display advertising inventory and other
placements on, and content syndication to, third party and Waterfront-operated websites and newsletters. Waterfront will also have the right to
conduct such offline marketing for the Service as it determines to be appropriate, including use of the Content and the Licensor’s Marks for
such purpose. Waterfront’s use of Licensor’s Marks in marketing the Service will comply with Section 7 of this Agreement. Licensor will have
the right to Approve (as defined in Section 5 of this Agreement), online and offline marketing used to promote the Service.
      (b) [ * ]
   5. Approvals :
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

                                                                         3
       (a) Licensor will have Approval over all aspects of the Service (other than content supplied by users or subscribers) which appears or is
available to the user of the Service. During the creation and development phases of the Service prior to the Launch, Waterfront will provide
Licensor, at Waterfront’s sole cost and expense, access to the Service for the purpose of obtaining Approval. Specifically, Licensor will have
the right to Approve: (i) the Site, prior to soft launch; (ii) any substantial upgrade of the Site, prior to the commercial launch of such upgrade;
and, (iii) the template for each Newsletter and any substantial change in the design or layout thereof, prior to its first publication (including first
publication of the substantially changed Newsletter design or layout). Waterfront will not, without Licensor’s Approval, depart in any material
respect from the quality, form or content previously Approved.
       (b) Approvals may be made by email (with hard copy confirmation) or fax. Either party shall respond in writing to a request for
Approval, when required under the terms of this Agreement, as set forth in Section 5(a) or otherwise within five (5) business days of receipt of
the request for Approval. Approval shall not be unreasonably withheld or delayed. Failure by Licensor to provide Approval (or to notify
Waterfront of disapproval) as provided in the preceding sentence will be deemed Approval. As used in this Agreement, the term “ Approval ”
shall refer to the procedures set forth in this Section 5.
       (c) Within ten (10) days after the date of this Agreement, Licensor will notify Waterfront in writing of its designation of someone (or as
may be subsequently designated from time to time during the Term in a written notice to Waterfront) (the “ Licensor Designee ”) as the
authorized representative to give Approvals on behalf of Licensor and Waterfront acknowledges such designation, and will have the absolute
right to rely upon Approvals given by such person.
   6. Advertising . Waterfront will have the exclusive right to sell, insert and service advertising that will be placed in the Newsletter(s) as
well as in certain portions of the Site (the “Advertising Inventory” ). Waterfront may elect to use the Advertising Inventory to promote the
Service, the Book, Products (including the Licensor-branded Products) and other Waterfront operated sites and services. Waterfront’s sale and
placement of advertising in the Advertising Inventory will be subject to Waterfront’s advertising policies, as may be in effect from time to time
during the Term. In addition, Waterfront will not sell advertising to competitors of the Service or any major competitor of a sponsor of
Licensor’s current or future television programs, all of which are listed on Exhibit B attached to this Agreement, which may be amended by
the parties on an annual basis during the Term. Waterfront acknowledges and agrees that Licensor has the right to endorse any other products
or brands; provided, however, that Licensor shall not endorse any online program, product or service.
   7. Use of Names and Marks :
      (a) Waterfront shall present and Licensor will Approve prior to any use, display, publication or broadcast of Licensor’s name, Michaels’s
name and likeness and any of Licensor’s Marks in connection with the Service and the advertising, promotion and sale thereof; and, during the
Term, Licensor hereby grants Waterfront the non-exclusive worldwide right and license to use, display, publish and broadcast the Marks and to
authorize others to do so, and to grant sublicense(s) (in accordance with Section l(b) of this Agreement) in connection with the Service and the
advertising, promotion and sale thereof. Any use shall otherwise be consistent with any written guidelines provided by Licensor at any time
during the Term governing the quality, form and content of use of these Marks, it being acknowledged by Licensor that any uses on which it
has given its Approval under the terms of this Agreement (including the marketing copy and campaigns pursuant to Section 7) shall be
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

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deemed to be consistent with Licensor’s guidelines. Waterfront shall have the right to use the URL(s) in the manner set forth above and solely
for the purposes described in this Agreement. Waterfront’s license to use all of the above names, likenesses, Marks and URLs will expire upon
the expiration or termination of this Agreement, [ * ]. Waterfront acknowledges that Licensor owns Licensor’s Marks and will not at any time
do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of Licensor’s right, title and interest in
such Marks. Waterfront acknowledges that all use of Licensor’s Marks by Waterfront or its sublicensees and the goodwill associated therewith
shall inure to the benefit of Licensor.
       (b) Waterfront will not: (i) modify, alter or obfuscate the Marks, brands or URL(s); (ii) use them in a manner that disparages Licensor in
an otherwise improper or deceitful manner; or (iii) or use any trademark or domain name in any URL(s). Licensor acknowledges that any
Approved uses shall not be (i) a modification, alteration or obfuscation of the Licensor’s trademarks, brands or URL(s), (ii) disparaging of
Licensor, or (iii) otherwise an improper or deceitful manner of use. Waterfront hereby acknowledges and agrees that it has no ownership of or
rights to and hereby expressly assigns to Licensor any goodwill that accrues as the result of Waterfront’s use of the Licensor’s Marks, brands or
URL(s).
   8. Royalties :
      (a) Waterfront will pay Licensor a royalty (the “ Subscription Royalty ”) on [ * ] in an amount equal to [ * ] of Gross Service Revenues
(as defined below) from the Service. The term “ Service Revenues ” refers to those amounts [ * ]. In addition, Waterfront will pay Licensor [ *
]:
                                                        [ * ]:                         [ * ]:
                                                        [*]                            [*]
                                                        [*]                            [*]
                                                        [*]                            [*]
      (b) Waterfront will pay Licensor a royalty (the “ Advertising Royalty ”) on [ * ] in an amount equal to [ * ] of Gross Advertising
Revenue. The term “ Advertising Revenue ” refers to those amounts [ * ]. Notwithstanding anything to the contrary in the foregoing,
Waterfront will pay Licensor [ * ] of the Gross Advertising Revenue that is shown to have been generated by the efforts of Licensor; provided,
however, that Licensor will not be entitled to receive this higher percentage of Advertising Revenue from an advertiser with which Waterfront
has an ongoing relationship (i.e., that within the [ * ] prior to Licensor’s introduction of such advertiser to Waterfront there has been a business
transaction between Waterfront and the advertiser).
      (c) (i) Waterfront will have the exclusive right to merchandise, market and sell products (the “ Products ”) on the Service (including
through post-subscription solicitations, advertising units, email newsletters and online stores), including the Book and Licensor-branded
products manufactured by a third party (the “ Licensor-branded Products ”, occasionally referred to herein collectively as part of the term “
Products ”), and Waterfront’s own products and services. Except as set forth in this Section 8(c), Waterfront will pay Licensor a royalty (the “
Products Royalty ”) on [ * ] in an amount equal to [ * ].
       (ii) If Waterfront chooses to fulfill purchases of Licensor-branded Products sold through the Service, Licensor will make reasonable
commercial efforts to cause the third party manufacturer(s) to make available the full range of these products to Waterfront for purchase and
resale, in such quantities as Waterfront
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

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seeks to purchase, at the lowest wholesale price (and on the best terms) given to any online distributor of such Licensor-branded Products. It is
acknowledged and agreed that Waterfront will have the right to offer such Licensor-branded Products for sale at such prices as Waterfront, in
its sole discretion, will determine.
      (d) Waterfront will make each payment of Subscription Royalties, Advertising Royalties and Products Royalties within [ * ]. Waterfront
will make payment of each [ * ] within thirty (30) days following the end of the relevant calendar quarter [ * ].
   9. Accounting and Audit :
      (a) Waterfront will provide Licensor with quarterly statements showing all amounts owed to Licensor, no later than thirty (30) days
following the end of each calendar quarter during the Term.
       (b) Upon reasonable notice, Licensor will have the right once each such Twelve Month Period (and one (1) time within six (6) months
after the expiration or earlier termination of this Agreement), at its sole expense, to appoint an independent accounting firm to examine the
books and records of Waterfront with respect to statements provided to Licensor; and in the event such independent accounting firm determines
that there is a discrepancy of [ * ] or more in favor of Licensor, Waterfront will also pay the reasonable out-of- pocket cost of such audit, in
addition to paying the amount due.
   10. Ownership of Materials and User Data :
     (a) Licensor hereby agrees that Waterfront will own all right, title and interest (including copyright) in and to the Service, [ * ]. The term
“ New Content ” will refer to materials created jointly by Licensor and Waterfront for use on the Service. [ * ].
      (b) Licensor acknowledges and agrees that any software, and technology utilized in connection with the Service (collectively, the “
Waterfront Materials ”) are owned solely by Waterfront and that Licensor does not have, nor shall ever claim, any right in and to the
Waterfront Materials. For the avoidance of doubt, nothing herein shall be construed to prohibit Waterfront from using the Waterfront Materials
in any manner or for any purpose.
      (c) Licensor acknowledges that users will supply content to the Service (such as Q&A questions and message-board postings) and
Licensor and Waterfront jointly will create responses to such user-supplied content (collectively, the user-supplied content as well as the
response content supplied by Licensor and Waterfront are referred to as the “ User-Derived Content ”). [ * ].
      (d) All user and subscriber data generated in connection with the Service, as well as data generated by purchasers of the Products,
including Licensor-branded Products, through the Service (the “ Subscriber Data ”) [ * ].
   11. Promotional Activities :
      (a) During the Term, the Service will be the sole official and authorized source of information and content from or relating to the Book,
the Content, Michaels or Licensor available online, [ * ] and
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

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except as otherwise Approved by Waterfront. Licensor will not, and will ensure that Michaels will not, directly or indirectly support, provide
material of any type to [ * ], promote or mention any other website or online presence, without prior Approval of Waterfront. Notwithstanding
anything to the contrary in the foregoing:
           (i) Waterfront acknowledges and hereby Approves Michaels (and Licensor’s) involvement with and presence on the promotional
        website owned and operated by NBC Universal relating to its television show, The Biggest Loser (www.nbc.com/The_Biggest_Loser)
        (the “NBC Website”) for the show airing Fall/Winter 2005. Such presence will include limited content attributed to Michaels,
        Michaels’ likeness, and video and audio clips from the television show. In addition, Waterfront acknowledges that Licensor may do
        occasional, infrequent web chats as part of her duties for the NBC Website. Licensor and Michaels will use reasonable commercial
        efforts to promote the Service on and through the NBC Website. [ * ].
            (ii) Waterfront acknowledges and hereby Approves Michaels (and Licensor’s) involvement with the website, The Biggest Losers’
        Club (www.biggestlosersclub.com) (the “Club Site”) as of the date hereof through December 31, 2005 in connection with the
        television show and book of the same name. However, beginning on January 1, 2006, Michaels will have no presence on the Club Site,
        will no longer participate in any community applications (bulletin boards or web chats) or answer questions on the Club Site, nor will
        her likeness, name, voice, or any other name or element associated with Michaels or Licensor be used in the marketing or promotion of
        the Club Site, whether online or offline. In addition, Licensor will not participate in any online subscription program in the future
        relating to or using material from The Biggest Loser television show.
            (iii) Waterfront acknowledges and hereby Approves the marketing and sale of Licensor-branded Products on websites operated by
        online retailers; provided, however, that (x) [ * ]; and, (y) Licensor will use reasonable commercial efforts to cause such websites to
        include one or more links to the Service and, where appropriate, to facilitate a relationship between Waterfront and such third party
        websites to become affiliates of the Service under which such websites will be paid a bounty for any paying subscriber the third party
        introduces to the Service, on terms mutually satisfactory to Waterfront and such third parties.
      (b) At Waterfront’s request, Licensor will make Michaels available for up to [ * ], for purposes of providing publicity for the Service and
to appear at promotional events; it is understood and agreed that the dates will be subject to Michaels’ professional availability and will be
mutually agreed upon.
      (c) Licensor will cause Michaels to use reasonable commercial efforts to promote the Service and mention the URL in future
publications, press releases and other publicity about Licensor, as appropriate.
   12. Reservation of Rights :
     (a) All rights in the Content, except those specifically granted to Waterfront hereunder, are the sole and exclusive property of Licensor
and Waterfront hereby expressly waives any right in or to the Content except as otherwise provided in this Agreement.
      (b) Licensor acknowledges that Waterfront shall have the right to include Waterfront branding
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

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as part of the Service; it being specifically understood and agreed that Waterfront may include (without Approval) an industry-standard
“Powered by Waterfront Media” credit, or such other similar language.
       (c) Each party acknowledges and agrees that: (i) the logos, titles, trade names, trademarks, URLs and servicemarks (collectively, the “
Marks ”) of the other party are and shall remain the sole and exclusive property of that party; (ii) nothing in this Agreement will confer in
either party any right of ownership in the other party’s Marks; and (iii) the validity of the Marks of either party will not now or in the future be
contested by the other party.
      (d) Licensor acknowledges and agrees that Waterfront presently engages in the development, distribution and marketing of paid online
subscription products and services other than the Service, and that nothing in this Agreement shall be construed to prohibit or interfere with
Waterfront’s right to continue to do so.
   13. Confidentiality :
   Each party shall treat as confidential and proprietary all information provided to it (the “recipient”) by the other party (the “discloser”) in
connection with this Agreement (including, without limitation, aggregate and personally identifying information relating to the Service users
and subscribers, the Subscriber Data, business, sales and marketing plans, programs and results, this Agreement and the terms and conditions
hereof), except for information (i) which is or becomes publicly available other than through the fault of the recipient, (ii) the disclosure of
which is compelled by process of law (in which case the recipient will so notify the discloser and cooperate with the discloser, at its request and
expense to protect disclosure of the information), (iii) which the recipient already had in its possession at the time of disclosure, or (iv) which
the recipient independently obtains from a third party having no duty or obligation to keep such information confidential, and will not disclose
such information to any third parties without the prior written consent of the discloser party or as otherwise provided for in this Agreement.
   14. Representations and Warranties; Indemnities; Insurance :
       (a) Licensor represents and warrants that: (i) it has the right and authority to enter into this Agreement, to make the grant of rights to
Waterfront as set forth herein, and to make Michaels available as provided herein; (ii) neither Licensor’s entry nor its performance of this
Agreement will infringe the rights of any third parties; (iii) the Content is solely and exclusively owned by Licensor or under exclusive license
to Licensor throughout the world and Waterfront’s incorporation of the Content (and any other material provided by Licensor) into the Service
will not violate or infringe upon the copyright, trademark, rights of privacy or any other rights whatsoever of any third parties; (iv) the entry by
Licensor into this Agreement does not violate any other agreement by which Licensor is bound, and the execution and delivery of this
Agreement does not, and the consummation of the actions contemplated in this Agreement (including the grant of the licenses and the
obligations of Michaels hereunder) will not conflict with any agreement, license or other instrument or. understanding to which Licensor is a
party, or by any judicial decree, order or provisions of law by which Licensor, Michaels, the Content or the Licensor’s Marks is bound or
subject; and (v) the Content will not contain any statement (or fail to contain a statement) that could cause personal injury or property damage.
Licensor will defend, indemnify and hold Waterfront harmless from any and all third party claims, damages, liabilities, cost or expenses,
including reasonable attorneys’ fees and expenses, incurred by Waterfront by reason of any breach, or an allegation which if true would
constitute a breach, of the foregoing warranties and representations or any of Licensor’s obligations and agreements under this Agreement.
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

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        (b) Waterfront represents and warrants that: (i) it has the right and authority to enter into this Agreement; (ii) neither Waterfront’s entry
nor its performance of this Agreement will infringe the rights of any third parties; (iii) the Waterfront Materials and all material incorporated
into the Service that originates with Waterfront (but not including material that originates with Licensor, the New Content, the User-Derived
Content or any other material that originates with Service users and subscribers), will not violate or infringe upon the copyright, trademark,
rights of privacy or any other rights whatsoever of any third parties; and, (iv) the entry by Waterfront into this Agreement does not violate any
other agreement by which Waterfront is bound, and the execution and delivery of this Agreement does not, and the consummation of the
actions contemplated in this Agreement (including the grant of the licenses) will not conflict with any agreement, license or other instrument or
understanding to which Waterfront is a party, or by any judicial decree, order or provisions of law by which Waterfront and the Waterfront
Materials is bound or subject. Waterfront will defend, indemnify and hold Licensor harmless from any and all third party claims, damages,
liabilities, cost or expenses, including reasonable attorneys’ fees and expenses, incurred by Licensor by reason of any breach, or an allegation
which if true would constitute a breach of the foregoing warranties and representations, obligations and agreements of Waterfront under this
Agreement.
      (c) The party seeking indemnification protection under paragraphs (a) and (b) of this Section 14 (the “ Defended Party ”) will: (i) give
the party who is obligated to defend, indemnify and hold harmless (the “ Defending Party ”) notice of the existence of a claim for which it is
seeking indemnification (a “ Claim ”), provided that no failure to notify the Defending Party of a Claim will relieve the Defending Party of its
indemnification obligations except to the extent that the Defending Party is materially prejudiced by such failure, (ii) cooperate with the
Defending Party, at the Defending Party’s expense, in the defense of such Claim, and (iii) give the Defending Party the right to control the
defense and settlement of any such Claim, except that the Defending Party will not enter into any settlement, other than for money damages for
which the Defended Party will be fully indemnified, without the Defended Party’s prior written approval (not to be unreasonably withheld or
delayed). The Defended Party may participate in the defense at its expense, with counsel of its choosing.
      (d) During the Term, [ * ], Waterfront will maintain a comprehensive general liability insurance policy and an errors and omissions
policy with minimum limits of [ * ], with Licensor being named as an additional insured under Waterfront’s policies. Waterfront will provide
Licensor with a certificate verifying placement and maintenance of the required insurance and showing Licensor as an additional insured party
under such insurance. Waterfront will provide thirty (30) days written notice to Licensor of cancellation of insurance, intent not to renew or any
material change in coverage.
  15. Disclaimer of Warranties : EXCEPT FOR THE LIMITED WARRANTIES SPECIFICALLY SET FORTH IN THIS AGREEMENT,
NEITHER OF THE PARTIES MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR STATUTORY INCLUDING, BUT NOT LIMITED
TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE
SERVICE OR THE DISTRIBUTION THEREOF.
  16. Loss of Data/Interruption of Distribution: Limitation of Liability : WATERFRONT WILL NOT BE LIABLE TO LICENSOR FOR
ANY LOSS OF DATA OR INTERRUPTION OF THE DISTRIBUTION OF THE SERVICE FOR ANY REASON BEYOND ITS
CONTROL, AND SUCH LOSS OF DATA OR INTERRUPTION OF THE DISTRIBUTION OF THE SERVICE WILL NOT BE DEEMED
A BREACH OF THIS
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

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AGREEMENT. IN NO EVENT WILL WATERFRONT BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES ARISING
OUT OF ANY LOSS OF DATA OR INTERRUPTION OF THE DISTRIBUTION OF THE SERVICE, EVEN IF WATERFRONT HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  IN NO EVENT WILL WATERFRONT OR LICENSOR BE LIABLE FOR SPECIAL OR CONSEQUENTIAL DAMAGES ARISING
OUT OF A BREACH OF THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, PROVIDED THAT THE FOREGOING SHALL NOT APPLY TO ANY OF A PARTY’S INDEMNIFICATION
OBLIGATIONS UNDER SECTION 14 OF THIS AGREEMENT, FOR A BREACH OF SECTION 13 OF THIS AGREEMENT OR IN THE
EVENT OF A PARTY’S WILLFUL MISCONDUCT, GROSSLY NEGLIGENT CONDUCT OR ABANDONMENT OF THIS
AGREEMENT.
   17. Arbitration :
   Any and all disputes arising out of or in connection with this Agreement, its interpretation or performance, shall be submitted to arbitration
before a single arbitrator in New York City under the then-current rules and regulations of the Judicial Arbitration and Mediation Service. The
prevailing party shall be entitled to recover its reasonable attorney fees and costs incurred in any such proceeding.
   18. Payments and Notices :
      (a) All payments, statements and notices to Licensor hereunder will be sent to ICM, 8942 Wilshire Blvd., Beverly Hills, CA 90211,
Attention: Jason Pinyan.
      (b) All payments, statements and notices to Waterfront hereunder will be sent to the attention of the Chief Financial Officer at the
address set forth on the first page of this Agreement. Each party may, by written notice to the other party, hereafter designate a different
address for receipt of such payments, statements and notices, as applicable.
      (c) All notices hereunder shall be made in writing and delivered personally or sent by certified mail, return receipt requested. Such
notices may also be sent by facsimile to such number as a party may specify by written notice to the other party so long as proof of
confirmation is maintained. Notices sent via certified mail shall be deemed given three (3) days after deposit in the mail, properly addressed
and bearing proper postage; facsimile notices or those made personally shall be deemed given when made. All requests for Licensor Approval
hereunder may be rendered by E-mail or any other means approved by the Licensor Designee for Approval.
   19. General :
      (a) Entire Agreement . This Agreement contains the entire understanding of the parties with respect to the subject matter hereof, and
supersedes any and all prior agreements, understandings, promises and representations made by either party to the other concerning the subject
matter hereof and the terms applicable hereto. This Agreement may not be changed orally, but only by an agreement in writing signed by the
party against whom enforcement of any waiver, change, modification, extension or discharge is sought. Waiver of any breach or
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

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failure to enforce any term of this Agreement shall not be deemed a waiver of any breach or right to enforce which may thereafter occur. If any
provision of the Agreement is held to be invalid or unenforceable, the remaining provisions hereof shall not be affected.
      (b) Choice of Law . Regardless of its place of physical execution or performance, the Agreement shall be construed and enforced in
accordance with the laws of the State of New York and without regard to the principles of conflicts of law.
      (c) Force Majeure . A party’s performance (other than payment) is excused to the extent it is interfered with by an external condition
beyond a party’s reasonable control and the obligations and rights of the party so excused shall be extended on a day-to-day basis for the period
of time equal to that of the underlying cause of the delay, provided that in the event that either party is unable within one hundred and twenty
(120) consecutive days of the force majeure event to provide the same or comparable services in full compliance with this Agreement, then the
other party may terminate this Agreement upon written notice.
      (d) Joint Venture . Nothing contained in this Agreement shall be construed to constitute the parties to be partners or joint venturers with
or agents for one another. Neither party shall have the authority to, nor shall either, obligated or bind the other in any manner whatsoever,
except as may be otherwise specifically provided in this Agreement.
      (e) Assignment . Neither party may assign or transfer this Agreement or any of its rights or duties hereunder without Approval of the
other party; provided, however that Waterfront may assign or transfer this Agreement by merger, or acquisition or in connection with a
reorganization or sale of all or substantially all of Waterfront’s assets. This Agreement is binding upon and inures to the benefit of the parties
and their respective successors, licensees and permitted assigns.
       (f) Public Announcement . Neither party will issue any public announcement relating to this Agreement, the transactions contemplated
herein or using the name or any of the Marks belonging to the other party, or Michaels’s name, without the prior written consent of the other
party.
     (g) Essential Services . Licensor acknowledges that it is essential that Michaels perform the services set forth in this Agreement.
Accordingly, Licensor will make Michaels available to perform such services.
       (h) Survivability . The following Sections of this Agreement will survive expiration or earlier termination of this Agreement: 2(d), 2(f),
7, 9, 10, 12, 13, 14, 15, 16, 17, 18 and 19.
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

                                                                         11
    Please acknowledge Licensor’s acceptance of the foregoing by signing below and returning a copy to me.

                                                          Sincerely,
                                                          WATERFRONT MEDIA, INC.

                                                          By:    /s/ Michael Keriakos
                                                                 Name:       Michael Keriakos
                                                                 Title:      EVP


Agreed and accepted:
J.M. ATHLETICS, LLC
By: /s/ Jillian Michaels
Name: Jillian Michaels
Title: President
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

                                                                    12
                                                              EXHIBIT A
                                                         MATERIALS FOR LAUNCH

Formats
  •       Except where noted, all copy should be delivered in digital form.

  •       Content should be provided in MS Word and/or MS Excel format

  •       Logo / Art should be provided in the highest resolution digital format (not less than 72 dpi — jpg for photos and .gif for logos or flat
          color graphic images)

  •       Databases should be provided in a text delimited file format
Content
  •       Final edited book(s)

  •       Hard copies (5) of book(s)

  •       Existing site(s) content, email newsletter archives

  •       Updates to the program (since last printing)

  •       Meal plan and/or fitness plan and guidelines

  •       Recipes/Exercises

  •       Q&A’s and tips, glossary, checklists, etc.

  •       Testimonials, success stories (with photos if any); including releases

  •       Author biography

  •       Lecture / event schedule

  •       Press Releases

  •       Editorial Style Guide
Logo/Art
  •       Logos in vector format (ai, or .eps)

  •       Logo and brand style guide

  •       Photos of book(s)

  •       Photos of Author

  •       Photos from book(s)

  •       Photos from site(s)

  •       Author signature

  •       Food photos
  •     Exercise photos

  •     People photos
Other Assets
  •     Video Assets (if any)

  •     Marketing
                •       Tear Sheet

                •       Stats

                •       Competitive analysis

                •       Marketing Claims (with research to support such claims)
  •     Existing Member Database (if any)

  •     Email Newsletter — historical stats and reporting

  •     Press kit; communications plan; samples of advertising and promotion

  •     Catalogs
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

                                                                      13
                                                               EXHIBIT B
                                                        PROHIBITED ADVERTISERS
Except for those companies and/or products specifically named below, or unless otherwise Approved by Licensor, the following are categories
of prohibited advertisers:
Diet (no-cal or low-cal) beverages, other than [ * ]
Gyms, other than [ * ]
Cereals, other than [ * ]
Fast-food restaurant chain specializing in chicken, other than [ * ]
Themed chain restaurants, other than [ * ]
Gelatin food, other than [ * ]
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

                                                                       14
                                                     EXHIBIT C
                                                  LICENSOR BRAND
                                        To be supplied by Licensor when available
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

                                                           15
                                                          First Amendment to the
                                                             Letter Agreement
                                                                  Between
                                                         Waterfront Media Inc. and
                                                            J.M. Athletics, LLC
This First Amendment (“Amendment”) amends and modifies the letter agreement (the “Agreement”) made effective as of November 5, 2005
by and between J.M. Athletics, LLC (“Licensor”) and Waterfront Media Inc. (“Waterfront”). The parties enter into this Amendment on or
about May 12, 2009 (the “Amendment Effective Date”). All defined terms in this Amendment have the meaning given to them in the
Agreement unless otherwise defined in this Amendment.
In consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency
of which is acknowledged by the Parties, J.M. Athletics, LLC, Empowered Media, LLC and Waterfront agree to amend the Agreement as
follows:
      (a) Payments and Notices. Delete paragraph 18(a) and replace with the following: All payments, statements and notices to Licensor
hereunder will be sent to:
Payable to: Empowered Media, LLC
Sent to:
Tanner Mainstain Blatt & Glynn
10866 Wilshire Boulevard
Los Angeles, CA 90024
Attn: Steven Blatt
      (b) Assignment of Agreement. The Agreement is hereby assigned by J.M. Athletics, LLC to Empowered Media, LLC. Notwithstanding
any such assignment, the parties reiterate subparagraph 19(g) and confirm that the services provided, including the Advertising Services, are
essential services and will be performed by Jillian Michaels.
IN WITNESS WHEREOF,    the Parties have caused their respective representatives to execute this Amendment as of the Amendment Effective Date.

J.M. Athletics, LLC                                                    Waterfront Media, Inc.

Signature: /s/ Jillian Michaels                                        Signature: /s/ Alan Shapiro
Name: Jillian Michaels                                                 Name: Alan Shapiro
Title: President                                                       Title: SVP and General Counsel

Empowered Media, LLC

Signature: /s/ Jillian Michaels
Name: Jillian Michaels
Title: Chair person
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.
                                                           Second Amendment to the
                                                               Letter Agreement
                                                                    Between
                                                           Waterfront Media Inc. and
                                                           Empowered Media, LLC
This Second Amendment (“Amendment”) amends and modifies the letter agreement (the “Agreement”) made effective as of November 7,
2005 that was originally between J.M. Athletics, LLC and Waterfront Media Inc. (“Waterfront”). The Agreement was assigned by J.M.
Athletics, LLC to Empowered Media, LLC (“Licensor”) on or about May 12, 2009. The parties enter into this Amendment on or about
November 6, 2009 (the “Amendment Effective Date”). All defined terms in this Amendment have the meaning given to them in the Agreement
unless otherwise defined in this Amendment.
Whereas, Waterfront, in its performance of the Agreement, has received requests to make Jillian Michaels (“Talent”), her name, likeness and
voice available to third party advertisers for special online advertising campaigns;
Whereas, the parties desire that Waterfront be able to make Jillian Michaels (the “Talent”), her name, likeness and voice available to third party
advertisers for special advertising campaigns;
Whereas, the parties desire to amend the operational and financial terms under which Talent may refer third party advertisers to Waterfront;
In consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency
of which is acknowledged by the Parties, Licensor and Waterfront agree to amend the Agreement as follows:
       (a) Right to market and sell Talent’s services, name, likeness and voice. Insert a paragraph 1(e) as follows: Subject to all of the terms and
conditions set forth in this Agreement, Licensor hereby agrees that Waterfront is granted a non-exclusive right to market Talent’s services,
name, likeness and voice in association with third party advertising campaigns only as and to the extent approved by Licensor (collectively, the
“Talent Services and Rights”). Prior to offering Talent Services and Rights, Waterfront first must present to Licensor the name of the proposed
advertiser and any creative elements for such campaign. The fees that Licensor will charge any third party advertiser will be the fees agreed
upon by Licensor and the advertiser in negotiations conducted by Waterfront on Licensor’s behalf and guidance. Such fees may include the
Talent Service and Fees set forth in Schedule 1. Licensor may approve third party advertising campaigns in its sole, complete discretion and
will enter into an agreement for the Talent Services and Rights directly with the advertiser at its own discretion.
      (b) Effect of Termination . Renumber paragraph 2(g) as 2(h) and insert a new paragraph 2(g) as follows: “Upon termination of the
Agreement for any reason, Waterfront’s right to market the Advertising Services and Rights will terminate. Notwithstanding any such
termination, any licenses or rights granted to any third party advertiser in the Talent’s services, name, likeness or voice will continue for the
period of time established in the agreement between Licensor and the third-party advertiser.
       (c) Referrals. Delete the last sentence of Paragraph 8(b) beginning with “Notwithstanding...” and ending with “...between Waterfront and
the advertiser.)” Enumerate current 8(b) as 8(b)(i); in 8(b)(i) replace the phrase “Advertising Revenue” with “Gross Advertising Revenue”.
Insert an 8(b)(ii) as follows: “Licensor shall have the opportunity to refer its licensing, endorsement, or other contractual partners to Waterfront
for the purpose of advertising on the Service. Any Approved Advertiser (as defined below) will be extended the following discounts on the
then current JillianMichaels.com Rate Card Rate (as defined in Attachment 3):
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.
 [*]                                                  [*]                                             [*]
 [*]                                                  [*]                                             [*]
 [*]                                                  [*]                                             [*]
 [*]                                                  [*]                                             [*]

If any such Approved Advertiser enters into an agreement with Waterfront for the purchase of advertising on the Service, in addition to the
royalty set forth in 8(b)(i), during the Term Licensor will receive a referral royalty (“Referral Royalty”) as follows: [ * ].
IN WITNESS WHEREOF,    the Parties have caused their respective representatives to execute this Amendment as of the Amendment Effective Date

Empowered Media, LLC                                                    Waterfront Media Inc.

Signature /s/ Jillian Michaels                                          Signature: /s/ Alan Shapiro

Name : Jillian Michaels                                                 Name : Alan Shapiro

Title: [ILLEGIBLE]                                                      Title: SVP and General Counsel
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

                                                                       2
                                                                     Schedule 1
Except as otherwise may be agreed upon, Licensor will be paid as follows for the Talent Services and Rights:
(a) Day Rate : for the performance of the Talent services (i.e., time spent developing marketing assets for a third party advertising campaign
such as a photo shoot, video taping and satellite media tour), Licensor will be paid a fee certain for any 8 hour period that occurs during a
calendar day (the “Day Rate”). The amount of the Day Rate will be as follows:
       (i) in the event that the total fees (i.e., the Advertising Royalty, the Referral Royalty, the Day Rate and the Talent Royalties) due Licensor
for the initial order of any third party advertising campaign are less than [ * ], Licensor will be paid a Day Rate of [ * ];
      (ii) in the event that the total fees (i.e., the Advertising Royalty, the Referral Royalty, the Day Rate and the Talent Royalties) due
Licensor for the initial order of any third party advertising campaign are greater than [ * ], Licensor will be paid a Day Rate of [ * ].
(b) Talent Royalties : Licensor will be paid royalties for the third party advertiser’s use of the Talent’s name, likeness and voice as set forth in
Paragraph 8(b)(i) of the Agreement [ * ].
(c) Expenses : In addition to the Day Rate and the Talent Royalties, Licensor will be reimbursed for all reasonable, pre-approved expenses
incurred by Talent in the performance of the Talent Services. These expenses are expected to include travel and accommodations, make-up and
hair styling, and wardrobe.
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

                                                                          3
                                                         Schedule 2
                                                (WATERFRONT MEDIA TM LOGO)
                                                     ADVERTISING REFERRAL FORM

Referrer: EMPOWERED MEDIA                                                Effective Date:


Referred Advertiser:                                                     Includes Talent Services:   yes    no 



Date of Agreement between Referrer and Waterfront (the “Agreement ”): November [ ], 2009



Anticipated Sales Cycle: from the Effective Date through [insert date]



Approximate size of opportunity: From $              to $



Description of Opportunity:



Description of Talent Services (if any):



Tasks to be performed by Referrer during sales cycle, if any:



Point of Contact for Referrer:



Name:                                                                    Phone
Title:                                                                   Email:
Street Address:                                                          Fax:




City, State ZIP:


Point of Contact for Referred Advertiser:




Name:                                                                    Phone
Title:                                                                   Email:
Street Address:                                                          Fax:
City, State ZIP:

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

                                                           4
By accepting this Referred Advertiser, Waterfront Media agrees to pay Referrer the applicable Referred Royalty set forth in the Agreement if:
(a) Referrer completes the tasks listed above and (b) Waterfront Media and the Referred Advertiser both sign an advertising insertion order or
similar agreement within the Anticipated Sales Cycle.

(WATERFRONT MEDIA TM LOGO)

Name:                                                                   Name:


Title:                                                                  Title:


Signature:                                                              Signature:


Date:                                                                   Date:

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

                                                                       5
                                                                  Schedule 3
The JillianMichaels.com Rate Card Rate means the following
For calendar years 2009-2010: [ * ].
For all other years, the rates as made available by Waterfront.
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

                                                                      6
                                                          Third Amendment to the
                                                             Letter Agreement
                                                                  Between
                                                          Waterfront Media Inc. and
                                                          Empowered Media, LLC
This Third Amendment (“Amendment”) amends and modifies the letter agreement (the “Agreement”) made effective as of November 7, 2005
that was originally between J.M. Athletics, LLC and Waterfront Media Inc. (“Waterfront”). The Agreement was assigned by J.M. Athletics,
LLC to Empowered Media. LLC (“Licensor”) on or about May 12, 2009. The parties enter into this Amendment as of November 6, 2009 (the
“Amendment Effective Date”). All defined terms in this Amendment have the meaning given to them in the Agreement unless otherwise
defined in this Amendment.
Whereas , Licensor has relationships with media and marketing companies that are in a position to drive new subscribers to the Service;
Whereas , the parties desire to create payment provisions that will provide Licensor with additional incentives to exploit its relationships with
these companies to drive new subscribers to the Service:
In consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency
of which is acknowledged by the Parties, Licensor and Waterfront agree to amend the Agreement as follows:
    I. Definitions
(a) “ Banner Ads ” are interactive advertisements created by Waterfront that: (A) promote the Service; (B) that link to the Service; and
(C) include a pixel or other tracking device provided by Waterfront that allows Waterfront to determine that the user who clicked on the
advertisement should be credited to Licensor and the particular Licensor Partner.
(b) “ Dedicated URL ” means a URL provided by Waterfront to Licensor that allows Waterfront to determine that the user who arrives from
that URL should be “credited” to Licensor and the particular Licensor Partner.
(c) “ Insert ” means a page, circular, postcard or other advertisement provided by Waterfront to Licensor to be inserted within the pages or
packaging of the Promotional Vehicle. The Insert creative will be created solely by Waterfront and will contain a promotional code that will
allow Waterfront to identify the recipient as having received the Insert via the Promotional Vehicle.
(d) “ Licensor Partner ” means an entity that enters into a Marketing Agreement with Licensor.
(e) “ Licensor Partner Registration Form ” means the form attached hereto as Attachment A that Licensor will complete and submit prior the
commencement of any promotion by any Licensor Partner. The Registration Form will be used to register a Licensor Partner and any
promotions by the applicable Licensor Partner. Accordingly, there may be several Licensor Partner Registration Forms for a single Licensor
Partner.
(f) “ Paid Subscriber ” means any person who becomes a paying member of the Service after linking directly to the Service via the Dedicated
URL, promotional code, or Banner Ad and who does not cancel within the initial thirteen week period not including any free promotional
period. Paid Subscribers shall not include any individual who is an illegitimate subscriber to the Service, including users who provide
fraudulent credit card information.
(g) “ Marketing Agreement ” means a written, enforceable agreement between Licensor and any Licensor Partner pursuant to which Licensor
Partner is granted a license to promote the Service in compliance with this Amendment and contains the provision set forth in Section ll(d) and
(e).
(h) “ Promotional Links ” means hyper links proximately located to text that promotes the Service and contains either a tracking code provided
by Waterfront or the Dedicated URL that allows Waterfront to identify the recipient as having been directed to the Service by the applicable
Licensor Partner.
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.
(i) “Promotional Materials” mean the Banner Ad creative, Insert creative and/or promotional copy created exclusively by Waterfront and
approved by Licensor that will be used by Licensor Partner to promote the Service.
(j) “Promotional Vehicle” means the Licensor Partner publication, website or product that is used to promote the Service through Banner Ads,
Inserts or Promotional Links.
(k) “Promotional Period” means the period of time between the Promotion Start Date and the Promotion End Date indicated in the applicable
Insertion Order.
    II. Obligations of Empowered Media
   (a) At its discretion, Licensor will enter into Marketing Agreements. For the avoidance of doubt, the parties state that Waterfront will not be
a party to these marketing agreements and that Empowered Media will be acting on its behalf and not as an agent of Waterfront. Waterfront
will have no obligation to any Licensor Partner.
   (b) For each Licensor Partner and/or each promotion conducted by each Licensor Partner. Licensor will submit the Licensor Partner
Registration Form attached hereto as Attachment A no less than thirty (30) days before the beginning of the applicable promotion. Waterfront
reserves the right to approve any and all Licensor Partners and Licensor Partner Registration Forms, such approval not to be unreasonably
delayed or withheld. Waterfront will review any Licensor Partner Registration Form within ten (10) business days of its submission.
   (c) Licensor will promptly forward to the applicable Licensor Partner the applicable Dedicated URL and Promotional Materials described in
the Licensor Partner Registration Form. Licensor acknowledges that Waterfront will not be able to track any Paid Subscribers for any particular
campaign unless and until the Licensor Partner Registration Form is submitted.
   (d) The following provisions will be included in any Marketing Agreement:
      (i) The scope of any license granted to Licensor Partner to promote the Service will be limited to use of the Promotional Materials and
solely as described in the Licensor Partner Registration Form.
      (ii) The Promotional Vehicle will not contain: (A) profanity, sexually explicit materials, hate material, material that promotes violence,
discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or family status, or any other material deemed
unsuitable or harmful to the reputation of Waterfront or Licensor; (B) illegal activities or advice; (C) deceptive acts or practices; (D) any
defamation or violate the right of any third party including any infringement of any intellectual property right or any right of privacy or
publicity; or (D) activities generally understood as Internet abuse, including but not limited to the sending of unsolicited bulk electronic mail or
the use of spyware. Any such content will be called “Prohibited Content”. Waterfront retains the right to revoke its approval of any Licensor
Partner or prohibit the distribution of Promotional Materials related to the Service in the event that any Promotional Vehicle contains
Prohibited Content.
       (iii) A provision that makes clear that Waterfront Media will not be responsible for the costs associated with any Promotional Materials
(e.g. the printing costs associated with Inserts).
      (iv) The Services are made available to Licensor Partner “AS IS” and Waterfront (and at the discretion of Licensor, Licensor) disclaim
all warranties, express and implied related to the Services.
      (v) Licensor Partner will indemnify, defend and hold Waterfront harmless for any third party claim based upon the Promotional Vehicle
(excluding any claim that the Promotional Materials infringe any intellectual property right, contain any defamation or violate any right of
privacy or publicity).
      (vi) All the provisions set forth in this Section II(d) will survive termination of the Marketing Agreement.
    III. Compensation.
      (a) With respect to any Paid Subscribers, Section 8(a) of the Agreement will not apply. The Subscription Royalty for Paid Subscribers (as
defined herein) will be as follows: Waterfront will pay Licensor a royalty (the “Paid Subscriber Royally”) on [ * ] in an amount equal to [ * ] of
the Paid Subscriber Revenue. “Paid Subscriber Revenue” means those amounts [ * ].
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

                                                                          2
     (b) For the avoidance of doubt, the parties state that Licensor will be responsible to pay any fees promised to Licensor Partners under the
agreement between Licensor and Licensor Partner related to the promotion of the Service.
IV.   Reporting and Payment Obligations. In conjunction with the reports due pursuant to section 9(a), Waterfront will provide Licensor
      with a report detailing the: (i) number of Paid Subscribers and (ii) Paid Subscriber Revenue credited to each Licensor Partner. Audit
      rights per section 9(b).

V.    Non-Solicitation. Throughout the term of the Agreement, Waterfront (itself or through its affiliates) shall not in any manner solicit and
      or accept any business from any Licensor Partner that either produces Jillian Michaels branded products or is a Jillian Michaels licensee,
      in relation to their Jillian Michaels branded product or license without prior, written notification to Licensor.

VI.   Term and Termination of this Amendment. Licensor may enter into Marketing Agreements with Licensor Partners for a period of
      twenty-four (24) months from the Amendment Effective Date. The term of any Marketing Agreement during the term of this
      Amendment will not exceed twenty four months, the term of any Marketing Agreement entered into after the first anniversary of the
      Amendment Effective Date will not exceed twelve months, the term of any promotion will not exceed the Promotion Period set forth in
      the applicable Licensor Partner Registration Form, and Waterfront will honor any offer made in any Promotional Material through the
      expiration date set forth in the applicable Promotional Materials that are approved by Waterfront.
In witness whereof , the Parties have caused their respective representatives to execute this Amendment as of the Amendment Effective Date.

Empowered Media, LLC                                                    Waterfront Media Inc.

Signature: /s/ Jillian Michaels                                         Signature: /s/ Alan Shapiro

Name Jillian Michaels                                                   Name: Alan Shapiro

Title [ILLEGIBLE]                                                       Title: SVP and General Counsel
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

                                                                        3
                                                                 Attachment A


                                                    LICENSOR PARTNER REGISTRATION FORM


                                                       FOR JlLLIANMlCHAELS.COM

Licensor Partner:                                                                                           Effective Date:
Promotion Start Date:                                                  Promotion End Date:

Promotional Website or Promotional Vehicle:                            Dedicated URL:
Description of Offer to be promoted: [eg. free one-week trial]
Description of Promotional Materials authorized to be used by Licensor Partner: See attached

Indicate activity
with an "X"                                                                  Partner Promotional Activity
                                    Banner Ads. At its discretion, Licensor Partner may display Banner Ads on the Partner Website that
                                    promote the Service.

                                    Promotional Links. At its discretion, Licensor Partner may display Links on the Partner Website from text
                                    that promotes the Subscription Service.

                                    Inserts. Licensor Partner the will promote the Service in the Promotional Vehicle using the Promotional
                                    Materials.
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

                                                                       4
   Agreed:

(WATERFRONT MEDIA TM LOGO)                                  Empowered Media, LLC

Name:                                                       Name:


Title:                                                      Title:


Signature:                                                  Signature:


Date:                                                       Date:

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

                                                           5
                                                        Schedule I


                                          List of Authorized Promotional Materials
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

                                                             6
                                                                                                                                  Exhibit 10.12
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

                                                       WATERFRONT MEDIA, INC.
                                                          45 Main Street, #800
                                                          Brooklyn, NY 11201
                                                                        February 12, 2008
SBD/Waterfront Media Limited Partnership
c/o William Morris Agency, LLC
1325 Avenue of the Americas
New York, NY 10019
Attn: Eric Zohn
[*]
[*]
[*]
[*]

      Re “South Beach Diet” Online Diet and Weight Loss Service
:
Dear Gentlepeople:
   This letter agreement (“Agreement”) sets forth the terms of the agreement among Waterfront Media, Inc. (“Waterfront”), SBD/Waterfront
Media Limited Partnership (“SBD/WM LP”) [ * ] regarding Waterfront’s development, distribution, marketing and exploitation of an online
subscription and/or advertising supported diet and weight loss service related to any and all “South Beach Diet” book(s) written by Dr. Arthur
Agatston (“Agatston”) [ * ] prior to and during the Term (“SBD Books”). A list of currently existing SBD Books is attached hereto as
Schedule A.
    The parties acknowledge that the agreement among Agora Media, Inc. (predecessor in interest to Waterfront), SBD, LLC (predecessor in
interest to SBD/WM LP) [ * ] dated May 9, 2003 (the “Previous Agreement”) is, as of the date of this letter, currently in effect and will remain
in effect, pursuant to its terms, until its expiration on May 9, 2008. This Agreement does not amend or supersede the Previous Agreement
which continues in accordance with its terms until its expiration. This Agreement is intended to address the parties’ relationship only upon
expiration of the Previous Agreement, and shall apply at such time notwithstanding any contrary term in the Previous Agreement.
1.    Grant of Rights:
    (a) During the Term [ * ], SBD/WM LP [ * ] grant to Waterfront the non-exclusive worldwide license and right to reproduce, develop,
distribute, publicly perform, publicly display, translate into all languages, modify, and adapt on the Internet (all with SBD/WM LP’s
pre-approval as set forth in Paragraph 5 below), (i) the content contained in the SBD Books (“SBD Book Content”), provided such content
from any SBD Book is not displayed in its entirety or as a so-called e-book, (ii) existing content (other than SBD Book Content) provided by
SBD/WM LP to Waterfront relating to the South Beach Diet, which shall include the material listed in Schedule B attached hereto (the
“Existing SBD Material”) and (iii) New Content (as defined in Paragraph 11(a) below) that has been approved by SBD/WM LP pursuant to
Paragraph 5 (collectively the “SBD Materials”) in the form of an online subscription and/or advertising supported diet and weight loss service [
* ] now known or hereafter invented (the “Service”). Notwithstanding the foregoing, Waterfront shall obtain the approval of SBD/WM LP, in
accordance with Paragraph
5 below, for the licensing of any content from the Service to any third party, which approval may be withheld for any reason, whether
Waterfront considers such decision reasonable or not. Furthermore, notwithstanding the foregoing, the parties acknowledge and agree that the [
* ].
    (b) Subject to the provisions of Paragraph 14 below, during the Term [ * ]: (i) other than pursuant to this Agreement, SBD/WM LP
(including Agatston) [ * ] will not sell, license or otherwise exploit (whether through an affiliate or other third party) any [ * ] using the SBD
Materials, or any other South Beach Diet branded content created or authorized by SBD/WM LP or Agatston in the form of [ * ] and (ii) except
in connection with customary promotional and publicity activities by SBD/WM LP and/or Agatston [ * ] and/or their respective related entities,
publishers or licensees for any book or periodical materials created by SBD/WM LP or Agatston or any other SBD Brand product or service,
including promotion of the SBD Brand and SBD Books [ * ], SBD/WM LP (including Agatston) [ * ] will not sell, license or otherwise exploit
the SBD Materials, or content using the SBD Brand, or Agatston’s name and likeness in connection with [ * ]. Notwithstanding the foregoing
restrictions and the terms and conditions of this Agreement or anything else to the contrary herein, (i) [ * ], (ii) [ * ] SBD/WM LP and Agatston
shall not be limited in any way from exploiting the online rights to academic and professional intellectual properties or non-health/medical
related properties, and (iii) [ * ] SBD/WM LP, and Agatston shall not be limited in any way from exploiting new health programs not using the
SBD Brand or the SBD Materials or any other South Beach Diet branded content created or authorized by SBD/WM LP or Agatston, a paid
subscription print newsletter or any activities of any kind that do not otherwise violate any restrictions on the activities hereunder.
   (c) Anything to the contrary notwithstanding, no material changes to the current business model of the Service during the Term (e.g.
removing the paid subscription wall) may be made at any time without the prior written approval of SBD/WM LP [ * ].
2.     Term:
   The term of this Agreement (the “Term”) shall commence immediately upon expiration of the Previous Agreement on May 9, 2008, and,
subject to earlier termination as herein provided, shall continue for five (5) years (hereinafter each successive year of the Term shall be “Year
1”, “Year 2”, “Year 3”, “Year 4” and “Year 5”) [ * ]. Upon termination of this Agreement other than termination due to a breach of this
Agreement by Waterfront pursuant to Paragraph 13(a), (b) or (c), [ * ]. Notwithstanding the foregoing, Waterfront shall have [ * ].
3.     Development and Marketing of the Service; Certain Definitions:
   Waterfront shall at its sole expense (and with SBD/WM LP’s approvals, as applicable pursuant to Paragraph 5 below), develop, market,
distribute and exploit the Service. Waterfront agrees to (i) [ * ] and (ii) [ * ].
     [ * ].
     As used in this Agreement, the following terms have the following meanings:
     [ * ].
     “Advertising Revenues” means all [ * ].
     “Subscription Revenues” means all [ * ].
     “Gross Revenues” means the sum of Advertising Revenues and Subscription Revenues.
4.     SBD Materials:
     (a) SBD/WM LP shall, at its expense, furnish to Waterfront copies of the SBD Materials, and, if


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updated, thereafter on a regular and timely basis, and provide Waterfront with reasonable access to and copies of any other content related to
the SBD Brand owned and controlled by SBD/WM LP [ * ]. If necessary, SBD/WM LP shall update on a regular and timely basis all factual
material provided by SBD/WM LP and incorporated in the Service. Once updated materials are provided to Waterfront, Waterfront shall
modify the Service as promptly as reasonably possible to reflect such changes.
   (b) SBD/WM LP shall provide the services of Agatston (or the services of a substitute mutually agreed upon by SBD/WM LP and
Waterfront (such agreement not to be unreasonably withheld by Waterfront) it being understood that Sari Agatston is pre-approved as a
substitute for Agatston) (i) to consult regularly (no more then [ * ] except as expressly agreed to in writing by SBD/WM LP and Waterfront)
with Waterfront regarding the development and on-going production of the Service and (ii) to actively participate in bulletin boards and online
chats as and to the extent agreed to by Agatston in his sole discretion and provide weekly content for question & answer articles in connection
with the Service during the Term as reasonably requested by Waterfront. The parties acknowledge that consultation may be done by telephone,
fax and/or e-mail.
   (c) During the Term [ * ] SBD/WM LP shall continue to maintain and make available to Waterfront the “www.southbeachdiet.com” URL as
a home page for the Service. As among the parties, it is agreed that the aforementioned URL shall be owned by SBD/WM LP, or an affiliate,
and its use shall be governed by the terms set forth in this Agreement.
5.    Approvals:
   Prior to any advertising for the Service that has not already been approved by SBD/WM LP or any material updates or modifications of the
content of the Service, Waterfront shall provide SBD/WM LP, at Waterfront’s expense, access to the Service and such advertisements and/or
updates or modifications for the purpose of SBD/WM LP’s right to approve in writing of all aspects of the Service and such advertisements,
updates and/or modifications. SBD/WM LP’s approval of same shall not be unreasonably withheld and any disapproval by SBD/WM LP shall
be in writing to Waterfront. SBD/WM LP’s failure to approve the Service or such advertising, updates and/or modifications within five
(5) business days after SBD/WM LP is provided access thereto, or receives such materials at the address set forth in Paragraph 22 below if
provided by mail, e-mail or fax, shall be deemed approved by SBD/WM LP. Waterfront shall not, without SBD/WM LP’s written consent
(which shall not be unreasonably withheld), depart from the quality, form or content previously approved by SBD/WM LP. Any approvals
pursuant to this Paragraph 5 may be made by mail, email or fax to the addresses set forth in Paragraph 22 below.
6.    Use of Names and Marks:
   During the Term [ * ], SBD/WM LP grants Waterfront the worldwide, limited, non-exclusive right to use, publish and broadcast, and to
authorize others under Waterfront’s direction and control to do so, Agatston’s name, voice and likeness and any and all of the Marks (as
defined in Paragraph 14(c) below) relating to the South Beach Diet brand owned by SBD/WM LP or any of its related entities (collectively, the
“SBD Brand”) solely in connection with the Service and/or Waterfront and the advertising and promotion thereof. Any such use, publication or
broadcast by Waterfront shall be subject to the approvals of SBD/WM LP set forth in Paragraph 5 above and shall otherwise be consistent with
SBD/WM LP’s reasonable written guidelines, provided in advance to Waterfront, governing the quality, form and content of use of SBD/WM
LP marks and services, it being acknowledged by SBD/WM LP [ * ] that any uses approved under Paragraph 5 shall be deemed to be consistent
with SBD/WM LP’s guidelines. [ * ]. All uses of the SBD Brand shall be subject to SBD/WM LP’s prior approval as set forth in Paragraph 5.
Waterfront’s license to use the SBD Brand shall expire upon the expiration or earlier termination of this Agreement, [ * ], in accordance with
the provisions of Paragraph 2 above. Waterfront shall not modify, alter or obfuscate the SBD Brand or use them in a manner that disparages
SBD/WM LP, Agatston [ * ] or their respective


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products or services or in an otherwise improper or deceitful manner such as an unauthorized URL re-direct, it being acknowledged by
SBD/WM LP [ * ] that any uses approved under Paragraph 5 above shall be deemed not to be (i) a modification, alteration or obfuscation of the
SBD Brand, (ii) disparaging of SBD/WM LP, the SBD Brand [ * ] or [ * ] respective brands, products or services, or (iii) an otherwise
improper or deceitful manner of use. Presentation of the SBD Brand shall at all times be such that the ownership of any particular trademark by
SBD/WM LP is clearly stated and all trademarks shall bear the “ ® ” or “™” symbols where applicable. Waterfront hereby renounces
ownership of and assigns to SBD/WM LP any goodwill which accrues as the result of Waterfront’s use of the SBD Brand.
7.    [ * ] Royalties:
   (a) [ * ] — Waterfront shall pay SBD/WM LP [ * ] of the Advertising Royalties, [ * ] Traffic Royalties and the Subscription Royalties, as
defined and set forth below (and collectively referred to as “Royalties”), due to [ * ]. [ * ]:
[*]
[*]
[*]
[*]
[*]
All Royalties payable to [ * ].
     (b) [ * ]
  (c) Waterfront will pay a royalty (the “Subscription Royalty”) to [ * ] calculated on [ * ] in the amount of the greater of: (i) [ * ] of the
Subscription Revenues and (ii) [ * ] of Subscription Revenues [ * ] in the relevant [ * ].
     (d) Waterfront will pay a royalty (the “[ * ] Traffic Royalty”) to [ * ] calculated on [ * ] in the amount of [ * ] of Subscription Revenues [ * ].
   (e) Waterfront will pay [ * ] a royalty (the “Advertising Royalty”) of [ * ] of Waterfront’s Advertising Revenues, as calculated on [ * ]. All
such advertising on the Service shall be approved in advance by SBD/WM LP in writing in accordance with Paragraph 10 below.
  (f) Waterfront’s obligations to pay any Royalties accrued to [ * ] during the Term shall survive termination of this Agreement. Any
Royalties payable under this Agreement shall be paid within 45 days after the end of the [ * ] in which they accrue.
   (g) As between SBD/WM LP and Waterfront, SBD/WM LP will [ * ] to [ * ] by the Service such as [ * ] on [ * ] and [ * ] for use in the
Service [ * ] without any [ * ] in connection with [ * ] of such [ * ] (including without limitation in [ * ] and other [ * ]) subject to the provisions
of Paragraph 14(e) below.
8.    Accounting and Audit:
    Waterfront shall provide SBD/WM LP [ * ] with [ * ] statements of account (including, without limitation, a report in the form attached
hereto as Schedule C, accompanied by payment of any Royalties then due to SBD/WM LP [ * ]. Upon reasonable prior written notice to
Waterfront and no more frequently than once each Year during the Term, SBD/WM LP [ * ] shall have the right, at [ * ] expense and through a
third party auditor appointed by SBD/WM LP [ * ], to examine the books and records (including those in computer form) of Waterfront solely
to the extent related to statements provided to SBD/WM LP [ * ] by Waterfront pursuant to this Paragraph 8. Any such audit shall be conducted
only during the business hours of Waterfront and shall not be unreasonably disruptive of


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Waterfront’s business or operations. The auditor must agree to confidentiality and security terms reasonably imposed by Waterfront with
respect to such examination and audit. In the event a discrepancy of [ * ] or more in favor of SBD/WM LP [ * ] is discovered, Waterfront shall
also pay the reasonable cost of such inspection up to the amount of any discrepancy. Upon signature of this Agreement, Waterfront will provide
SBD/WM LP [ * ] with dates and times sufficient for an audit of Waterfront’s books and records with respect to accountings and payments
made pursuant to the Previous Agreement.
9.    Ownership of User Data:
  (a) Subject to Paragraph 9(b) below, [ * ] consumer data (whether or not paid subscriber data) generated in connection with the Service (the
“SBD Consumer Data”).
    (b) Waterfront may [ * ] Waterfront product or service) for the [ * ] promoting and operating the Service [ * ] (including without limitation, [
* ] except as permitted under Paragraph 10 below, provided that Waterfront [ * ] during the Term hereof. Notwithstanding the foregoing,
Waterfront shall have the ability to passively track consumers that signed up for the Service but did not sign up for any other Waterfront
product or service for the purpose of serving appropriate or targeted display advertisements to such consumers. Waterfront will not allow any
third party to use such exclusive SBD Consumer Data. [ * ]. The restrictions of this Paragraph 9 will survive the termination or expiration of
this Agreement. It is expressly agreed that Waterfront is not restricted in any way from using for any purpose any consumer data (which is not
exclusive SBD Consumer Data as defined above) generated from Waterfront’s products or services other than the Service (“Separate
Waterfront Consumer Data”). No rights of any kind are granted to SBD/WM LP [ * ] relating to any such Separate Waterfront Consumer Data,
nor shall any royalties or other fees be owed to SBD/WM LP [ * ] for Waterfront’s exploitation of the Separate Waterfront Consumer Data.
The parties acknowledge and agree that the SBD Consumer Data referenced in this paragraph [ * ].
   (c) Waterfront shall continue to use the DART tracking software or another third party tracking software mutually agreed upon in writing by
the parties to reflect sources of customer acquisition for the Service and other reasonable tracking devices with respect to the Service that are
deemed advisable by the parties hereto. All information secured from such tracking software and devices shall be deemed SBD Consumer Data
hereunder.
   (d) All SBD Consumer Data shall be provided to SBD/WM LP [ * ] on a quarterly basis in a format agreed upon by the parties but if no
format is agreed, then it shall be sent in a clean Microsoft Excel (PC) file. Upon signature of this Agreement, Waterfront shall provide
SBD/WM LP [ * ] with all paid subscriber data to be supplied pursuant to the Previous Agreement for use in accordance therewith.
10.    Advertising:
    All advertisers and advertising included in or for the Service (including, without limitation, for cross-marketing, through opt-in registration,
of Waterfront’s newsletters within the Service) must be approved in writing by SBD/WM LP, and it is agreed that no such advertising shall be
furnished to products or services that are competitive with the Service or the SBD Brand or for alcohol, tobacco, firearms or weight loss
products. In addition, advertising or sponsorship for food, beverages, pharmaceuticals, nutriceuticals and OTC drugs shall be accepted only
following prior written approval of the specific product by SBD/WM LP. Notwithstanding the foregoing, the parties acknowledge and agree
that Waterfront’s cross-marketing, through opt-in registration, of the following newsletters (or newsletters substantially similar in nature in the
event the title of such newsletter changes) shall be permitted and deemed to be approved by SBD/WM LP provided that such newsletters, upon
delivery to individuals that signed up for such newsletters through the Service, [ * ].
11.    New Content:
   (a) The parties acknowledge that users will supply Consumer Generated Material. In addition, SBD/WM LP and Waterfront will each create
new content in response to such Consumer Generated Material as well as other new content for the Service, including without limitation the
content to be provided pursuant to


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Paragraph 4(a) above (collectively, the Consumer Generated Material as well as new content supplied by SBD/WM LP[ * ] or Waterfront are
referred to as “New Content”).
      (b) [ * ]
   (c) Any new content (other than the SBD Materials) not using the SBD Brand [ * ] shall not be covered by this Agreement. It is agreed that
any new content (other than the SBD Materials) desired by Waterfront for the Service shall be the responsibility of Waterfront to provide at its
sole expense. It is agreed that any recipes requested by Waterfront and provided by [ * ] from its database of recipes shall be paid by
Waterfront at [ * ] for the Term [ * ], excluding recipes covered in Schedule A. Any reasonable staff and freelance time charges and out of
pocket expenses incurred by [ * ] in connection with the testing of recipes shall be invoiced by [ * ] to Waterfront and paid by Waterfront
within ninety (90) days of each such invoice.
12.      Promotional Activities:
   During the Term, SBD/WM LP shall furnish Agatston (or a substitute supplied by SBD/WM LP who is mutually agreed in writing by
SBD/WM LP and Waterfront for up to [ * ] of such appearances) for at least [ * ], for public appearances, publicity events and other marketing
efforts as reasonably agreed in writing between SBD/WM LP and Waterfront, and subject to Agatston’s other bona fide professional
obligations. SBD/WM LP will make reasonable efforts to promote the Service in all personal and media appearances made by Agatston or any
other SBD/WM LP representative.
13.      Termination / Force Majeure:
    (a) Any of the parties shall have the right to terminate this Agreement in the event that another party purports to transfer this Agreement or
its rights hereunder in violation of Paragraph 21. The failure of a party hereto to perform its obligations on account of an event beyond its
reasonable control, including, without limitation, strikes, labor disputes, war, terrorism, natural disaster, civil disturbance, or actions or decrees
of governmental bodies or agencies (each, a “force majeure event”) shall not constitute a breach of this Agreement by such party, it being
understood, however, that such party shall make all reasonable efforts to cure such failure upon the cessation of such force majeure event.
Notwithstanding the forgoing, if such force majeure event lasts for more than six consecutive months or nine months in the aggregate, then any
of the parties hereto shall have the right to terminate this Agreement.
    (b) This Agreement may be terminated by any party upon [ * ] written notice to the other party of a breach of a material provision of this
Agreement by any other party, and the failure of the breaching party to cure such breach within said [ * ] period, assuming such breach is
subject to being cured, otherwise, it will automatically terminate [ * ] after such written notice. Notwithstanding the foregoing, in the event that
[ * ] SBD/WM LP is the breaching party pursuant to the preceding sentence, the Agreement shall not be terminated unless Waterfront is the
party that provides written notice of breach in accordance with the preceding sentence.
   (c) In the event any party hereto files a petition in bankruptcy or is adjudicated as bankrupt or insolvent, or makes an assignment for the
benefit of creditors, or an arrangement pursuant to any bankruptcy law, or has a receiver appointed for its business and such receiver is not
discharged within thirty (30) days, then the other [ * ] shall have the right to terminate this Agreement immediately upon written notice.
   (d) (i) In the event Agatston is convicted or pleads nolo contendere to any crime involving moral turpitude during the first four years of the
Term which, in the exercise of reasonable judgment, would likely significantly undermine his credibility in promoting the South Beach Diet,
Waterfront shall thereupon have the right to elect, by written notice to SBD/WM LP [ * ], to terminate [ * ] set forth in this Agreement.


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    (ii) Waterfront shall use its best efforts to secure a life insurance policy (the “Life Insurance Policy”) on the life of Agatston during the first
four years of the Term with a coverage limit of [ * ] during the first year of the Term, [ * ] during the second year of the Term, [ * ] during the
third year of the Term and [ * ] during the fourth year of the Term (the “Approved Death Benefits”). SBD/WM LP shall ensure the reasonable
cooperation of Agatston to assist Waterfront with obtaining such life insurance coverage (including customary medical testing required by the
insurer, it being understood that Agatston shall be entitled to have his own physician present at any and all medical examinations).
   Waterfront shall fund the aggregate premiums for such Life Insurance Policy up to the amount of [ * ] (the “Cap”) in total over the first four
years of the Term. In the event that the aggregate premiums of such Life Insurance Policy due during the first four years of the Term exceed the
Cap in order to secure the Approved Death Benefits, the parties will mutually agree upon the nature and extent of the death benefits payable
under the Life Insurance Policy for a total premium of [ * ] over the first four years of the Term and SBD/WM LP [ * ] shall have the option to
pay the insurer on behalf of Waterfront all or a portion of the aggregate premiums due which exceed the Cap in order to secure full death
benefits in an amount equal to the Approved Death Benefits.
   In the event that Agatston dies during the first four years of the Term and benefits are paid to Waterfront under the Life Insurance Policy
(the “Benefits”), Waterfront shall immediately [ * ] (the “Assigned Benefits”) and such payments of Assigned Benefits shall be [ * ]. In such
event, Waterfront shall thereupon have the right to elect, by written notice to SBD/WM LP [ * ], to terminate [ * ].
    In the event that Agatston dies during the first four years of the Term and (A) Waterfront has been unable to secure a Life Insurance Policy
on Agatston’s life or (B) Waterfront had secured a Life Insurance Policy on Agatston’s life but SBD/WM LP [ * ] declined to pay the insurer
on behalf of Waterfront the portion of aggregate premiums due which exceed the Cap and consequently the Life Insurance Policy is no longer
in effect upon Agatston’s death, Waterfront shall thereupon have the right to elect, by written notice to SBD/WM LP [ * ], to terminate [ * ] set
forth in this Agreement.
   (iii) If Agatston suffers from a disability which renders him unable to provide his services hereunder or generally promote the South Beach
Diet for a period of [ * ] during the first four years of the Term, Waterfront shall thereupon have the right to elect, by written notice to
SBD/WM LP [ * ], to terminate [ * ] of the [ * ] set forth in this Agreement.
   (iv) If (A) Agatston has a heart attack during the first four years of the Term resulting from Confirmed Heart Disease as defined below (an
“Agatston Heart Attack”), (B) such Agatston Heart Attack becomes known to the general public and (C) the number of subscribers to the
Service at the expiration of the 60-day period immediately following initial general public knowledge of such Agatston Heart Attack (“First
Public Knowledge”) is less than 80% of the number of subscribers to the Service Waterfront had previously budgeted for such period (taking
into account and adjusting for any customary seasonal reduction); it being agreed that Waterfront shall not, during such 60 day period,
materially change its marketing activities on behalf of the Service, Waterfront shall thereupon have the right to elect, by written notice to
SBD/WM LP [ * ], to terminate [ * ] set forth in this Agreement. Notwithstanding the foregoing, the event set forth in clause “(B)” above shall
not deemed to have occurred if Waterfront is the source or cause of such First Public Knowledge, unless the public disclosure of such Agatston
Heart Attack was otherwise inevitable. For the purposes of this Agreement, “Confirmed Heart Disease” shall be defined to mean a clinical
presentation consistent with an acute coronary syndrome and either new abnormal Q waves in two or more electrocardiographic leads or
positive results in cardiac biomarkers (CPK, MD fraction> 8.8 and Troponin I> 0.4) as confirmed by two independent board certified
cardiologists.
    (v) In the event that Waterfront elects, pursuant to Paragraph 13(d) (i), (ii), (iii) or (iv) above, to terminate [ * ] set forth in this Agreement, [
* ] by Waterfront prior to the effective date of such [ * ] termination


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and Waterfront’s remaining obligations hereunder [ * ] and to pay Royalties pursuant to this Agreement) shall remain in full force and effect
pursuant to the terms set forth in this Agreement. Notwithstanding the foregoing, in the event that Waterfront’s [ * ] terminates in accordance
with the provisions of Paragraph 13(d) (i), (ii), (iii) or (iv) above, [ * ] SBD/WM LP [ * ] shall have the option to terminate this Agreement
upon [ * ] written notice to Waterfront.
      (e) [ * ]
14.      Reservation of Rights:
  (a) All rights in the SBD Materials [ * ], except those specifically granted to Waterfront hereunder, are retained by and reserved to
SBD/WM LP [ * ].
   (b) SBD/WM LP [ * ] acknowledge that Waterfront shall have the right to include Waterfront branding as part of the Service as approved by
SBD/WM LP [ * ] in writing; provided, however, Waterfront is pre-approved to include an industry-standard “Powered by Waterfront Media”
and/or an “Everyday Health Network” credit logo, in the form attached hereto as Schedule D, which shall not link to any other Web site or
location.
   (c) Each party acknowledges and agrees that: (i) the logos, trade names, trademarks, URLs and service marks (collectively, the “Marks”) of
each party are and shall remain the sole property of that party; (ii) nothing in this Agreement shall confer on any party any right of ownership in
the other parties’ respective Marks; and (iii) the validity of the Marks of any party shall not now or in the future be contested by the other
parties.
   (d) SBD/WM LP [ * ] acknowledge and agree that Waterfront presently engages in the development, distribution and marketing of online
newsletters and community application products other than the Service and that Waterfront shall be permitted to continue to do so separate and
apart from this Agreement. Waterfront agrees that the Service will have segregated and dedicated editorial and brand management teams who
shall not share proprietary information or business plans for the Service or the SBD Brand with any other Waterfront editorial or brand
management personnel.
   (e) Notwithstanding anything set forth in this Agreement (including, without limitation, Paragraph 1 above) but subject to any other
agreements between [ * ] SBD/WM LP, Agatston or their related entities with respect to the SBD Materials:
   The right to maintain (i) any websites promoting, advertising or selling SBD Books [ * ] and any 3rd party licensees of SBD/WM LP and its
related entities, and (ii) any websites servicing, promoting, advertising or selling any prepared SBD Brand food-related home delivery business,
are expressly reserved to SBD/WM LP; provided, however, that the rights reserved in this paragraph 14(c) shall not apply in the event that any
such website’s primary source of revenue is from the sale of advertising or the sale of access (through subscription or otherwise) to SBD
Materials or SBD branded content available through the Internet.
15.      Confidentiality:
  The parties hereto shall keep the terms and conditions of this Agreement confidential, as well as the timing and amounts of any payments
made by any party to another party pursuant to this Agreement.
16.      Representations and Warranties:
   (a) SBD/WM LP represents and warrants that: (i) SBD/WM LP has the right and authority to enter into this Agreement and to make the
grant of rights [ * ] to Waterfront as set forth herein, and (ii) all rights assigned


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and/or granted to Waterfront under this Agreement are, [ * ], solely and exclusively owned by SBD/WM LP or under exclusive license to
SBD/WM LP throughout the world and Waterfront’s incorporation of such material into the Service shall not violate or infringe upon the
copyright, trademark, rights of privacy or any other rights whatsoever of any third parties, and (iii) SBD/WM LP is not aware of any third party
claim for personal injury, including death, against SBD/WM LP and/or Agatston arising from or relating to use of the SBD Materials.
   (b) [ * ]
   (c) SBD/WM LP shall defend, indemnify and hold Waterfront harmless from any and all claims, damages, liabilities, costs or expenses,
including reasonable outside attorneys’ fees, incurred by or imposed on Waterfront by reason of (i) any breach of the foregoing warranties and
representations in Paragraph 16(a), or (ii) any third party claim for personal injury, including death, arising from or relating to use of the SBD
Materials. [ * ].
   (d) Waterfront represents and warrants that: (i) Waterfront has the right and authority to enter into this Agreement, and (ii) all materials
incorporated into the Service by Waterfront which do not originate with SBD/WM LP, [ * ] Agatston or Service users, shall not violate or
infringe upon the copyright, trademark, rights of privacy or any other rights whatsoever of any third parties. Waterfront shall defend, indemnify
and hold SBD/WM LP [ * ] harmless from any and all claims, damages, liabilities, costs or expenses, including reasonable outside attorneys’
fees, incurred by SBD/WM LP [ * ] by reason of any breach of the foregoing warranties and representations of Waterfront.
17. Disclaimer of Warranties: EXCEPT FOR THE LIMITED WARRANTIES UNDER THIS AGREEMENT, NEITHER PARTY MAKES
ANY WARRANTIES, EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO THE SERVICE OR THE DISTRIBUTION
THEREOF.
18. Loss of Data/Interruption of Distribution: NO PARTY SHALL BE LIABLE FOR ANY LOSS OF DATA OR INTERRUPTION OF ITS
DISTRIBUTION OF THE SERVICE FOR ANY REASON BEYOND ITS REASONABLE CONTROL, AND SUCH LOSS OF DATA OR
INTERRUPTION OF ITS DISTRIBUTION OF THE SERVICE SHALL NOT BE DEEMED A BREACH OF THIS AGREEMENT.
19. Arbitration:
   Intentionally Deleted
20. Bankruptcy: In addition to any rights or remedies SBD/WM LP [ * ] may have under Paragraph 13(c), in the event that Waterfront files any
proceeding for relief from its creditors under the bankruptcy laws of the United States or any similar proceeding under the laws of any state and
Waterfront does not meet its obligations to SBD/WM LP under the terms of this Agreement, then all rights to be exercised by Waterfront under
this Agreement in the future shall be terminated (it being understood that Waterfront shall nevertheless remain liable for [ * ], Royalties and
any other sums due SBD/WM LP [ * ] hereunder) and any rights that Waterfront has to the SBD Materials shall automatically revert to
SBD/WM LP [ * ].
21. General:
   This Agreement contains the entire understanding of the parties with respect to the subject matter hereof, and supercedes any and all prior
agreements, understandings, promises and representations made by a party to the other parties concerning the subject matter hereof and the
terms applicable hereto. It may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of
any waiver, change, modification, extension or discharge is sought. No delay on the part of any party hereto in exercising any right


[*]                         =      CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS
                                   BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
                                   TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

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hereunder or under applicable laws, shall operate of a waiver of such right. If any provision of this Agreement is held to be invalid or
unenforceable, the remaining provisions hereof shall not be affected. Regardless of its place of physical execution or performance, the
Agreement shall be construed and enforced in accordance with the laws of the State of New York and without regard to the principles of
conflicts of law. No party may assign or transfer this Agreement or any of its rights or duties hereunder without the prior written consent of the
other parties, which shall not be unreasonably withheld, except that (a) SBD/WM LP [ * ] may [ * ] assign this Agreement and all of [ * ] rights
and duties hereunder to entities owned or controlled by [ * ] and (b) any party may assign or transfer this Agreement by merger, or acquisition
or in connection with a sale of all or substantially all of the party’s assets, provided that in the event of such assignment, transfer or sale by
Waterfront, [ * ] and provided further that the assignee, transferee or purchaser has the requisite financial capacity and the requisite technical
capacity, editorial experience and personnel to fully perform the terms and conditions of this Agreement after the effective date of such
assignment, transfer or sale. The parties acknowledge and agree that any assignee, transferee or purchaser shall be deemed to have the requisite
editorial experience and personnel to fully perform the terms and conditions of this Agreement after the effective date of such assignment,
transfer or sale if such assignee, transferee or purchaser has entered into employment agreements for at least the remainder of the Term hereof
with the key Waterfront personnel who were primarily responsible for the performance of Waterfront’s obligations and duties hereunder prior
to the effective date of such assignment, transfer or sale. This Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original and all of which together shall constitute one and the same instrument. A copy of an executed facsimile page shall be
binding upon a party for all purposes. This Agreement is binding upon and inures to the benefit of the parties and their respective successors,
licensees and assigns.
22. Notices:
   All notices hereunder shall be made in writing to the other parties at their designated addresses below (or such other addresses as a party
may update upon notice to the other parties in accordance with this Paragraph 22), and either (a) delivered personally, (b) sent by certified mail
(when properly addressed and bearing proper postage), return receipt requested, (c) sent by facsimile so long as proof of confirmation is
maintained, or (d) only in the case of approval requests and notices pursuant to Paragraph 5 above, by confirmed electronic mail. Notices sent
via certified mail shall be deemed given (i) three (3) days after deposit in the mail, (ii) upon receipt when delivered personally, or (iii) upon
transmission when delivered by facsimile or by email.
Notices to Waterfront shall be sent to:
Waterfront Media, Inc.
45 Main Street, #800
Brooklyn, NY 11201
Attention: Alan Shapiro, Senior Vice President & General Counsel
Fax: (718) 797-1676
Email: ashapiro@waterfrontmedia.com
Notices to SBD/WM LP shall be sent to:
SBD/Waterfront Media Limited Partnership
1691 Michigan Avenue, Suite 500
Miami Beach, FL 33139
Attn: Sari Agatston
Fax: (305) 538-1979
Email: sari.agatston@southbeachdietlp.com


[*]                         =      CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS
                                   BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
                                   TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

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With courtesy copies to:
William Morris Agency, LLC
1325 Avenue of the Americas
New York, NY 10019
Attn: Eric Zohn
Fax: 212-632-1223
Email:ezohn@wma.com
and
Frankfurt Kurnit Klein & Selz, PC
488 Madison Avenue
New York, NY 10022
Attn: Richard B. Heller, Esq.
Fax: (347) 438-2105
Email: rheller@fkks.com
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   Please acknowledge your acceptance of the foregoing by signing below and returning a copy to me.
                                                                     Sincerely,
                                                                     WATERFRONT MEDIA, INC.
                                                                     By: /s/ Ben Wolin
                                                                     Title: CEO


[*]                        =        CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS
                                    BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
                                    TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

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Agreed and accepted:
SBD/WATERFRONT MEDIA LIMITED PARTNERSHIP
BY: SBD/Waterfront Media, Inc., its General Partner
By: /s/ Arthur Agatston
Its: President

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[*]                       =   CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS
                              BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
                              TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

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                                                               SCHEDULE A
1.    The South Beach Diet: The Delicious Doctor Designed, Fool Proof Plan for Fast Healthy Weight Loss [ * ]

2.    The South Beach Diet Cookbook [ * ]

3.    The South Beach Diet Quick & Easy Cookbook [ * ]

4.    The South Beach Diet Parties & Holidays Cookbook [ * ]

5.    The South Beach Diet Taste of Summer Cookbook [ * ]

6.    The South Beach Diet Good Fats Food Carbs Guide [ * ]

7.    The South Beach Diet Dining Guide [ * ]


[*]                         =      CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS
                                   BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
                                   TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

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                                                                SCHEDULE B
(1)   Access to written background material used to develop the books listed in Schedule A and the South Beach Diet

(2)   Access to recipes provided from Agatston or Agatston trained nutritionists to Agatston patients

(3)   Access to generic (not patient specific) support information provided to patients. Example: Exercise Plans


[*]                        =      CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS
                                  BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
                                  TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

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                                           SCHEDULE C
Sample Report


[*]             =   CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS
                    BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
                    TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

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                                 SCHEDULE D


[*]   =   CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS
          BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
          TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

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