EXHIBIT 10.20
SALON INTERNET, INC.
AMENDMENT NUMBER ONE TO
SERIES A PREFERRED STOCK PURCHASE AGREEMENT
This Amendment Number One (the "Amendment") to the Series A Preferred Stock
Purchase Agreement dated as of December 22, 1995 (the "Stock Purchase
Agreement") is entered into as of August 2, 1996, by and among Salon Internet,
Inc. (the "Company"), a California corporation, and each of the entities named
in the Schedule of Purchasers attached as Exhibit A-1 ("Schedule of Purchasers")
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hereto. Unless specifically designated otherwise, the capitalized terms herein
shall have the same meanings given them in the Stock Purchase Agreement.
RECITALS
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A. The Board of Directors of the Company has determined that it is in the
best interests of the Company to amend the Stock Purchase Agreement to provide
for an additional closing and to provide for the sale and issuance of an
additional 300,000 shares of the Company's Series A Preferred Stock to the
Purchasers in the amounts set forth on Exhibit A-1 attached hereto.
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B. The Company and the Purchasers wish to amend the Stock Purchase
Agreement dated as of December 22, 1995, to provide for a Second Closing as
described in the Stock Purchase Agreement.
AGREEMENT
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NOW THEREFORE, in consideration of the mutual promises, covenants and
conditions hereinafter set forth, the parties hereto agree to amend certain
provisions of the Stock Purchase Agreement as set forth below:
1. A new Section 2.2 is added to the Stock Purchase Agreement to read in
full as follows:
2.2 Second Closing Date. The Second Closing comprising the purchase
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by the Purchasers and sale by the Company of 300,000 Series A Shares shall be
held at the offices of Xxxx Xxxx Xxxx and Freidenrich, 000 Xxxxxxxx Xxxxxx, Xxxx
Xxxx, Xxxxxxxxxx 00000 on August 2, 1996, or at such other time and place as the
Company and the Purchasers may agree in writing.
2. Section 3.4 of the Stock Purchase Agreement shall be amended and
restated to read as follows:
3.4 Capitalization. The authorized capital stock of the Company is
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10,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock, of
which 2,000,000 have been
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designated Series A Preferred Stock. There are issued and outstanding 1,200,000
shares of the Company's Common Stock and 1,700,000 shares of Series A Preferred
Stock. The holders of record of the presently issued and outstanding Common
Stock, Preferred Stock and options to purchase Common Stock immediately prior to
the Closing are as set forth on Exhibit E-1. All such issued and outstanding
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shares have been duly authorized and validly issued, are fully paid and
nonassessable, and were issued in compliance with all applicable state and
federal laws concerning the issuance of securities. The holders of any and all
rights, options, warrants or conversion rights to purchase or acquire from the
Company any of its capital stock, along with the number of shares of capital
stock issuable upon exercise of such rights, are set forth in Exhibit E-1
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hereto. The Company has reserved at least 2,000,000 shares of Common Stock for
issuance upon conversion of the Series A Preferred Stock and 800,000 shares of
Common Stock for future issuance to employees, consultants, officers or
directors under stock or other option plans or arrangements approved by the
Board of Directors. Except for such rights, there are no outstanding rights,
options, warrants, conversion rights or agreements for the purchase or
acquisition from the Company of any shares of its capital stock. The Company is
not a party or subject to any agreement or understanding between any persons or
entities, which affects or relates to the voting or giving of written consents
with respect to any securities.
3. Section 3.5(a) of the Stock Purchase Agreement shall be amended and
restated to read in full as follows:
"(a) Corporate Action. All corporate action on the part of the Company,
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its officers, directors and shareholders necessary for the sale and issuance of
the Series A Shares, the issuance of the Common Stock issuable upon conversion
of the Series A Shares and the performance of the Company's obligations
hereunder and under the Rights Agreement has been taken or will be taken prior
to the Closing. The Company has duly reserved an aggregate of 2,000,000 shares
of Common Stock for issuance upon conversion of the Series A Shares."
4. Exhibit B, the Amended and Restated Articles of Incorporation, is
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amended and restated to read as set forth on Exhibit B-1 attached hereto.
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5. Exhibit C, the Schedule of Exceptions, is amended and restated to
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read as set forth on Exhibit C-1 attached hereto. [In order to update, if
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necessary.]
6. Exhibit E, the List of Stockholders and Optionholders, is amended and
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restated to read as set forth on Exhibit E-1 attached hereto. [In order to
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update, if necessary.]
7. Exhibit F, the List of Material Contracts, is amended and restated to
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read as set forth on Exhibit F-1 attached hereto. [In order to update, if
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necessary.]
8. This Amendment shall inure to the benefit of the successors and
assigns of the Company and the Purchasers.
9. This Amendment shall be construed under the laws of the State of
California as it applies to agreements between California residents, entered
into and to be performed entirely within California.
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10. This Amendment may be executed in multiple counterparts, each of
which when so executed shall be deemed an original, and all counterparts shall
constitute but one and the same instrument.
11. Except as amended hereby, the Stock Purchase Agreement dated December
22, 1995, remains in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year first above written.
SALON INTERNET, INC.
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx, President
ADOBE VENTURES L.P.
By: Its General Partner,
H&Q Adobe Ventures Management L.P.,
By: Its General Partner,
H&Q Adobe Ventures Management Corp.,
By: Its President,
Xxxxxxxx X'Xxxxx
By: /s/ Xxxxxxxx X'Xxxxx
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Title: President
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H&Q SALON INVESTORS, L.P.
By: /s/ Xxxxxxxx X'Xxxxx
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Title: President
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EXHIBIT A - 1
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Schedule of Purchasers
SECOND CLOSING PURCHASERS
Name No. of Shares Purchase Price
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Adobe Ventures L.P. 300,000 $300,000
x/x Xxxxxxxxx & Xxxxx
Attn: Xxxxxxxx X'Xxxxx
Xxx Xxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
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TOTAL 300,000 $300,000
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EXHIBIT B-1
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Certificate of Amendment
to
Amended and Restated Certificate of Incorporation
of
Salon Internet, Inc.
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EXHIBIT C-1
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Schedule of Exceptions
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EXHIBIT E-1
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List of Stockholders and Optionholders
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EXHIBIT F-1
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List of Material Contracts
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