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EXHIBIT 4.2
WAIVER
THIS
WAIVER ("Waiver") is made and entered into as of this 25th day
of
November, 2005, by and among ARTISTdirect,
Inc., a Delaware corporation (the
"Company"), and the undersigned Buyers.
Capitalized terms used herein and
undefined shall have the meanings set forth
in that certain Sub-debt
Registration Rights Agreement (defined in
the Recitals below).
RECITALS:
WHEREAS,
reference is made to that certain Registration Rights Agreement
dated as of July 28, 2005 (the "Sub-debt
Registration Rights Agreement"), by and
among the Company and the Buyers;
WHEREAS,
Section 2.b. of the Sub-debt Registration Rights Agreement
limits
the ability of the Company to include any
Securities, other than the Securities
issued pursuant to the Note Purchase
Agreement or the Securities Purchase
Agreement, both dated as of July 28, 2005,
or Securities issued to Libra
Securities, LLC, in a resale registration
statement filed by the Company with
the Securities and Exchange Commission
("Registration Restrictions");
WHEREAS,
the Company previously issued a warrant to 5670 Wilshire L.P.
("Landlord") to purchase up to Two Hundred
Thousand (200,000) shares of Common
Stock (the "Landlord Warrant");
WHEREAS,
the Landlord Warrant contains certain piggyback registration
rights ("Piggyback Rights");
WHEREAS,
the Company wishes to offer to Landlord the right to include
the
shares of Common Stock underlying the
Landlord Warrant in the resale
registration statement originally filed by
the Company with the Securities and
Exchange Commission on November 10, 2005
(the "Registration Statement");
WHEREAS,
the Landlord has twenty (20) days to elect to exercise its
Piggyback Rights;
WHEREAS,
Section 3.a. of the Sub-debt Registration Rights Agreements
provides that the Company shall file a
request for acceleration within two (2)
Business Days after receipt of a "no
review" letter issued by the staff of the
Securities and Exchange Commission (the
"Acceleration Deadline");
WHEREAS,
the Company received a "no review" letter from the staff of the
Securities and Exchange Commission dated as
of November 17, 2005 (the "November
No Review Letter") pertaining to the
Registration Statement;
WHEREAS,
pursuant to rules set forth under the Securities Act of 1933,
as
amended (the "Act"), the Company must file
an amendment to the resale
Registration Statement to includ
