Stock Exchange Agreement Uses in Authorization of Sale of the Shares Clause

Authorization of Sale of the Shares 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").

Authorization of Sale of the Shares. The Company shall adopt and file with the Secretary of State of the State of Delaware (the "Secretary") on or before the Initial Closing (as defined below) the Certificate of Designations establishing a series (and setting forth the rights and preferences of such series) of the Company's authorized preferred stock, $0.001 par value (the "Preferred Stock"), to be named the Series A Mandatorily Convertible Voting Preferred Stock (the "Series A Preferred Stock") and designating 2,865,623 shares of Preferred Stock as shares of Series A Preferred Stock (the "Shares"), in the form of Exhibit A attached to this Agreement (the "Certificate of Designations"). Subject to the terms and conditions of this Agreement, the Company has authorized the issuance and sale of up to an aggregate of 2,417,471 of the Shares. In addition, prior to the date hereof, the Company agreed to issue 448,153 of the Shares pursuant to the Stock Exchange Agreement and the Bridge Financing (as such terms as defined herein). Each of the Shares will automatically convert into 100 shares of common stock, par value $0.001 (the "Common Stock") (as converted, the "Conversion Shares"), upon the filing of the Company's Certificate of Amendment of Restated Certificate of Incorporation (in the form set forth on Exhibit B hereto, the "Certificate of Amendment of Restated Certificate of Incorporation") with the Secretary. Each Share shall carry a number of votes equal to the number of shares of Common Stock that will be issuable upon its conversion into Conversion Shares. The Shares shall vote together with the Common Stock and not as a separate series or class. The Shares and the Conversion Shares are referred to collectively herein as the "Securities."

Authorization of Sale of the Shares 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").

Authorization of Sale of the Shares. The Company shall adopt and file with the Secretary of State of the State of Delaware (the "Secretary") on or before the Initial Closing (as defined below) the Certificate of Designations establishing a series (and setting forth the rights and preferences of such series) of the Company's authorized preferred stock, $0.001 par value (the "Preferred Stock"), to be named the Series A Mandatorily Convertible Voting Preferred Stock (the "Series A Preferred Stock") and designating 2,865,623 shares of Preferred Stock as shares of Series A Preferred Stock (the "Shares"), in the form of Exhibit A attached to this Agreement (the "Certificate of Designations"). Subject to the terms and conditions of this Agreement, the Company has authorized the issuance and sale of up to an aggregate of 2,417,471 of the Shares. In addition, prior to the date hereof, the Company agreed to issue 448,153 of the Shares pursuant to the Stock Exchange Agreement and the Bridge Financing (as such terms as defined herein). Each of the Shares will automatically convert into 100 shares of common stock, par value $0.001 (the "Common Stock") (as converted, the "Conversion Shares"), upon the filing of the Company's Certificate of Amendment of Restated Certificate of Incorporation (in the form set forth on Exhibit B hereto, the "Certificate of Amendment of Restated Certificate of Incorporation") with the Secretary. Each Share shall carry a number of votes equal to the number of shares of Common Stock that will be issuable upon its conversion into Conversion Shares. The Shares shall vote together with the Common Stock and not as a separate series or class. The Shares and the Conversion Shares are referred to collectively herein as the "Securities."