EXHIBIT 4.2.84
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AMENDMENT NO. 1
TO
SECURITIES PURCHASE AGREEMENT
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This Amendment No. 1 (this "Amendment"), dated as of September 30, 2004, 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
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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.
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The second and third sentences in Section 3.1 of the Purchase
Agreement are hereby amended and restated to read as follows:
"Thereafter, on or before the 10th calendar day of the final month of
each fiscal quarter up until the first quarter of Fiscal Year 2006,
the Company may deliver notice pursuant to the provisions hereof
indicating its desire to have the Purchaser purchase shares of Series
D-2 Preferred Stock, Series D-3 Preferred Stock, Series D-4 Preferred
Stock and/or Series D-5 Preferred Stock and Warrants. The Purchaser
shall then, no later than the 25th calendar day of the final month of
each such quarter (or such later date as is approved by the Company,
in its sole discretion, in a writing delivered to a Purchaser),
purchase such Purchaser's desired number of shares of Series D-2
Preferred Stock, Series D-3 Preferred Stock, Series D-4 Preferred
Stock and/or Series D-5 Preferred Stock, as the case may be, offered
for sale at any subsequent Closing."
Schedule A of the Purchase Agreement is hereby amended and restated as
follows:
SCHEDULE A
Series D-1 issuance on June 4, 2004
PURCHASER PURCHASE PRICE SHARES WARRANTS
----------------------------------------- -------------- ------ --------
Xxxx Xxxxxxx 249,600.00 208 402,580
The Xxxxxxxxx 1980 Revocable Trust 175,200.00 146 282,580
HAMCO Capital Corporation 50,400.00 42 81,290
Xxxxxxx X Xxxxx Holdings, Inc. 25,200.00 21 40,645
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500,400.00 417 807,095
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Series D-2 issuance on September 30, 2004
PURCHASER PURCHASE PRICE SHARES WARRANTS
----------------------------------------- -------------- ------ --------
Xxxx Xxxxxxx 249,600.00 208 340,363
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249,600.00 208 340,363
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2. GENERAL.
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(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/ Xxxxxxxxx Xxxxxxxxx
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Xxxxxxxxx Xxxxxxxxx
President & Chief Financial Officer
[COUNTERPART SIGNATURE PAGE TO AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT]
PURCHASER
HAMCO Capital Corporation
By: /s/ Xxxxxxx X Xxxxxxxxx
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Name: Xxxxxxx R Hambrecth
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Title: CEO
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Address:
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[COUNTERPART SIGNATURE PAGE TO AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT]
PURCHASER
The Xxxxxxxxx 1980 Revocable Trust
By: /s/ Xxxxxxx X Xxxxxxxxx
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Name: Xxxxxxx R Hambrecth
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Title: Trustee
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Address:
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[COUNTERPART SIGNATURE PAGE TO AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT]
PURCHASER
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
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Title:
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Address:
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[COUNTERPART SIGNATURE PAGE TO AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT]