Exhibit 10.1
FIRST AMENDMENT TO NOTE AND
WARRANT PURCHASE AGREEMENT
This FIRST AMENDMENT TO NOTE AND
WARRANT PURCHASE AGREEMENT (this “ Amendment ”)
is made and entered into as of December 31, 2008, by and among
ARTISTdirect, Inc., a Delaware corporation (the “
Company ”), U.S. Bank National Association, a national
banking association as collateral agent for the Initial Purchasers
(the “ Collateral Agent ”), and the investors
listed in the signature page to this Amendment (the “
Senior Lenders ”), with reference to the following
facts:
A.
The Company entered into a Note and Warrant Purchase Agreement,
dated July 28, 2005 (the “ Agreement ”),
pursuant to which the Initial Purchasers purchased from the Company
11.25% senior secured notes for the aggregate principal amount of
$15,000,000 (the “ Notes ”) and warrants to
purchase up to an aggregate of 3,250,000 shares of the
Company’s common stock at an exercise price of $2.00 per
share (the “ Warrants ”).
B.
CCM Master Qualified Fund, Ltd., one of the Initial Purchasers,
transferred its equity interest in the Company, including the
securities received under the Transaction Documents, to Trilogy
Capital Partners, Inc. (“ Trilogy ”),
pursuant to a Stock Purchase Agreement, dated October 31,
2008.
C.
The Collateral Agent, Senior Lenders and the Company desire to
amend the Agreement to extinguish all obligations by the Company
under the Agreement and Transaction Documents, as such term is
defined in the Agreement, subject to and conditioned upon
(a) the payment to the Senior Lenders of $3,500,000;
(b) the issuance to the Senior Lenders of subordinated notes
in the aggregate principal amount of $1,000,000; (c) the
issuance of 9,000,000 shares of the Company’s Common Stock;
and (d) the conversion by the holders thereof of all of the
Convertible Subordinated Notes, issued by the Company on
July 28, 2005 (the “ Subordinated Notes
”).
D.
The Collateral Agent and the Senior Lenders desire to amend the
Agreement in accordance with
Section 13(e) thereof.
E.
All defined terms not defined herein shall have the same meanings
as set forth in the Agreement, except as otherwise
provided.
NOW, THEREFORE, the Company, the
Collateral Agent and the Senior Lenders agree as
follows:
1.
Extinguishment of Obligations . Each Senior Lender
agrees to extinguish all obligations by the Company under the
Agreement and Transaction Documents (the “ Senior Debt
Restructuring ”), subject to the following conditions,
which shall be satisfied by or before January 30, 2009 (the
“ Effective Date ”):
(a)
the payment to the Senior Lenders of $3,500,000;
(b)
the issuance to the Senior Lenders of 5-year subordinated notes at
the rate of 6% per annum, in the aggregate principal amount of
$1,000,000 (the “ New Subordinated Notes ”),
substantially in the form of Exhibit A attached
hereto;
