John Warnock Uses in Board of Directors; Protective Terms Clause

Board of Directors; Protective Terms from Purchase Agreement

THIS AGREEMENT is made as of the 23rd day of March, 2017, by and among Salon Media Group, Inc. (the "Company"), a corporation organized under the laws of the State of Delaware, with its principal offices at 870 Market Street, San Francisco, California 94102 and the purchasers whose names and addresses are set forth on the signature pages hereof (collectively, the "Purchasers" and each a "Purchaser").

Board of Directors; Protective Terms. At the Initial Closing, the Board will consist of five (5) directors. Of the five (5) directors, the Purchaser Spear Point Capital Fund LP ("Spear Point") will have the right to propose for election (contemporaneous with the Initial Closing), and the Company will use its best efforts to cause the election of, the following three (3) directors: Richard MacWilliams, Rodney Bienvenu, and Trevor Colhoun. If elected to the Board, Trevor Colhoun will be the Chair of the Nominating Committee of the Board. The remaining two (2) directors will be Jordan Hoffner (who is currently serving as a director) and William Hambrecht. Within 30 days of the Final Closing, two (2) additional directors will be proposed for election to the Board. One (1) such director will be proposed for election by Spear Point, and one (1) such director will be proposed for election jointly by the Company and Spear Point, and the Company will use its best efforts to cause the election of the directors proposed. Currently serving directors Deepak Desai, George Hirsch, James Rosenfield, and John Warnock will resign from the Board upon election of Mr. MacWilliams, Mr. Bienvenu and Mr. Colhoun at the Initial Closing. Mr. Hambrecht and Mr. Warnock will deliver to Spear Point irrevocable proxies allowing Spear Point to vote any shares held by them in favor of directors proposed for election by Spear Point. In addition, at the Initial Closing, the Board shall adopt a resolution requiring that the Company may not take any of the following actions without a supermajority vote of the Board including the vote of a majority of the directors then serving who had been proposed for election to the Board by Spear Point: (i) issue any preferred stock or other equity securities on terms senior to the Common Stock; (ii) incur any indebtedness, other than trade credit or any other indebtedness incurred in the ordinary course of business; (iii) adopt or expand any stock or option plan; (iv) approve any dilutive financings; (v) approve any merger or sale of substantially all of the assets, or otherwise effect a change in control.

Board of Directors; Protective Terms from Purchase Agreement

THIS AGREEMENT is made as of the 24th day of January, 2017, by and among Salon Media Group, Inc. (the "Company"), a corporation organized under the laws of the State of Delaware, with its principal offices at 870 Market Street, San Francisco, California 94102 and the purchasers whose names and addresses are set forth on the signature pages hereof (collectively, the "Purchasers" and each a "Purchaser").

Board of Directors; Protective Terms. At the Initial Closing, the Board will consist of five (5) directors. Of the five (5) directors, the Purchaser Spear Point Capital Fund LP ("Spear Point") will have the right to propose for election (contemporaneous with the Initial Closing), and the Company will use its best efforts to cause the election of, the following three (3) directors: Richard MacWilliams, Rodney Bienvenu, and Trevor Colhoun. If elected to the Board, Trevor Colhoun will be the Chair of the Nominating Committee of the Board. The remaining two (2) directors will be Jordan Hoffner (who is currently serving as a director) and William Hambrecht. Within 30 days of the Final Closing, two (2) additional directors will be proposed for election to the Board. One (1) such director will be proposed for election by Spear Point, and one (1) such director will be proposed for election jointly by the Company and Spear Point, and the Company will use its best efforts to cause the election of the directors proposed. Currently serving directors Deepak Desai, George Hirsch, James Rosenfield, and John Warnock will resign from the Board upon election of Mr. MacWilliams, Mr. Bienvenu and Mr. Colhoun at the Initial Closing. Mr. Hambrecht and Mr. Warnock will deliver to Spear Point irrevocable proxies allowing Spear Point to vote any shares held by them in favor of directors proposed for election by Spear Point. In addition, at the Initial Closing, the Board shall adopt a resolution requiring that the Company may not take any of the following actions without a supermajority vote of the Board including the vote of a majority of the directors then serving who had been proposed for election to the Board by Spear Point: (i) issue any preferred stock or other equity securities on terms senior to the Common Stock; (ii) incur any indebtedness, other than trade credit or any other indebtedness incurred in the ordinary course of business; (iii) adopt or expand any stock or option plan; (iv) approve any dilutive financings; (v) approve any merger or sale of substantially all of the assets, or otherwise effect a change in control.