Exhibit 4.1
SECOND AMENDMENT TO CONVERTIBLE
SUBORDINATED NOTES
SECOND AMENDMENT TO CONVERTIBLE
SUBORDINATED NOTES (this “ Amendment ”) is made
and entered into as of December 31, 2008, among
ARTISTdirect, Inc., a Delaware corporation (the
“Company”) and the holders of the Company’s
Subordinated Notes (as defined below) who have executed this
Amendment (the “Consenting Holders”), with reference to
the following facts:
A.
The Company has issued to the holders thereof Convertible
Subordinated Notes dated as of July 28, 2005, in the original
aggregate principal amount of $30,000,000 (the “Subordinated
Notes”).
B.
U.S. Bank National Association, as Collateral Agent under the Note
and Warrant Purchase Agreement dated as of July 28, 2005 (the
“Senior Financing Agreement”) among the Company, the
investors party thereto (the “Senior Lenders”) the
Company and the Senior Lenders have agreed to extinguish all
obligations by the Company under the Senior Financing Agreement and
related documents (the “Senior Debt Restructuring”),
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 of all of
the Subordinated Notes as provided herein.
C.
Pursuant to that certain First Amendment executed by a majority in
interest of the holders of the Subordinated Notes, the conversion
price of the Subordinated Notes has been reduced to $1.00 per share
(the “Amended Conversion Rate”).
D.
The Company and Consenting Holders representing a majority of the
outstanding aggregate principal amount of the Subordinated Notes
desire that the Subordinated Notes be further amended, as set
forth herein, to provide for the immediate conversion of the
Subordinated Notes.
E.
The Majority Holders have affirmatively voted by wri
