Amendment No. 2 to Securities Purchase Agreement by and among Salon Media Group, Inc. and Purchasers

Summary

This amendment, dated February 2, 2005, updates the Securities Purchase Agreement originally signed on June 4, 2004, between Salon Media Group, Inc. and certain investors. The amendment revises Schedule A to reflect new and additional purchases of shares and warrants by the listed purchasers, allowing for more flexible terms. All other terms of the original agreement remain in effect. The amendment is governed by California law and is effective upon execution by the company and the majority of the purchasers.

EX-4.2.86 2 exhibit4-286_13247.txt AMENDMENT TO SECURITIES PURCHASE AGREEMENT EXHIBIT 4.2.86 -------------- AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT This Amendment No. 2 (this "Amendment"), dated as of February 2, 2005, to the Securities Purchase Agreement, dated as of June 4, 2004 (the "Purchase Agreement") is by and among Salon Media Group, Inc., a Delaware corporation (the "Company"), and the Purchasers who are signatories to the Purchase Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement. RECITALS WHEREAS, the Company has held the First Closing of the sale of Shares and issuance of the Warrants and wishes to sell additional Shares and issue additional Warrants on more flexible terms; WHEREAS, Section 9.4 of the Purchase Agreement provides that any term thereof may be amended with the written consent of the Company and the holders of at least a majority of the Common Stock issued or issuable upon conversion of the Shares then outstanding; and WHEREAS, the Company and the undersigned Purchasers who hold at least a majority of the Common Stock issued or issuable upon conversion of the Shares currently outstanding are in favor of and consent to this Amendment. NOW, THEREFORE, the parties hereto hereby agree as follows: 1. AMENDMENTS. Schedule A of the Purchase Agreement is hereby amended and restated as follows: SCHEDULE A Series D-1 issuance on June 4, 2004 PURCHASE PURCHASER PRICE SHARES WARRANTS ---------------------------------- ------------ ------ --------- John Warnock 249,600.00 208 402,580 The Hambrecht 1980 Revocable Trust 175,200.00 146 282,580 HAMCO Capital Corporation 50,400.00 42 81,290 William E Mayer Holdings, Inc. 25,200.00 21 40,645 ------------ ------ --------- 500,400.00 417 807,095 ============ ====== ========= Series D-2 issuance on September 30, 2004 PURCHASE PURCHASER PRICE SHARES WARRANTS ---------------------------------- ------------ ------ --------- John Warnock 249,600.00 208 340,363 ------------ ------ --------- 249,600.00 208 340,363 ============ ====== ========= Series D-2 issuance on February 2, 2005 PURCHASE PURCHASER PRICE SHARES WARRANTS ---------------------------------- ------------ ------ --------- The Hambrecht 1980 Revocable Trust 225,600.00 188 307,636 HAMCO Capital Corporation 25,200.00 21 34,363 ------------ ------ --------- 250,800.00 209 341,999 ============ ====== ========= 2. GENERAL. (a) This Amendment shall be governed in all respects by the laws of the State of California. (b) This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same instrument. This Amendment may be delivered by facsimile transmission of the relevant signature pages hereof. (c) The Purchase Agreement, as amended by this Amendment, shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by as of the date first written above. SALON MEDIA GROUP, INC. By: /s/ Elizabeth Hambrecht ----------------------------- Elizabeth Hambrecht President & Chief Financial Officer [COUNTERPART SIGNATURE PAGE TO AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT] PURCHASER By: ----------------------------- Name: --------------------------- Title: -------------------------- Address: ------------------------ [COUNTERPART SIGNATURE PAGE TO AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT]