EXHIBIT 4.1
FIRST AMENDMENT TO CONVERTIBLE
SUBORDINATE NOTE
FIRST AMENDMENT TO CONVERTIBLE
SUBORDINATED NOTE (this “ Amendment ”) made and
entered into as of December 16, 2008, by
ARTISTdirect, Inc., a Delaware corporation (the “
Company ”) in favor of the Holders, with reference to
the following facts:
A.
The Company is indebted to Holders
as evidenced by the Convertible Subordinated Notes dated as of
July 28, 2005, of the Company in favor of the Holders in the
original aggregate principal amount of $30,000,000 (the “
Original Notes ”), to which this Amendment is
attached.
B.
The Company and Holders of a
majority of the now outstanding aggregate principal amount of
$16,880,000 (the “ Majority Holders ”) desire
that the Original Notes be amended, as set forth herein, to
reflect an adjustment to the Conversion Price.
C.
The Company and the Majority Holders
desire that the Original Note issued to CCM Master Qualified Fund
Ltd. and subsequently assigned to Trilogy Capital
Partners, Inc. be amended to waive the 60-day period referred
to under the Original Note.
D.
The Company and the Majority Holders
desire that the Original Notes held by each of Randy Saaf and
Octavio Herrera be amended to allow Messrs. Saaf and Herrera
to adjust the Maximum Percentage by written notice to the
Company.
E.
The Majority Holders have
affirmatively voted by written consent without a meeting on
December 16, 2008 to amend the Original Notes, in accordance
with Section 17 thereof.
NOW, THEREFORE, the Company and the
Majority Holders agree as f
