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EXHIBIT 10.14
VOTING AGREEMENT
VOTING AGREEMENT, dated as of July __, 2005 (this "Agreement"),
by
and between certain existing stockholders
of ARTISTdirect, Inc., a Delaware
corporation (the "Company"), listed on the
signature pages hereto under the
heading "Stockholders" (each, a
"Stockholder" and, collectively, the
"Stockholders"), certain existing stock
option holders of the Company listed on
the signature pages hereto under the
heading "Option Holders" (each an "Option
Holder" and, collectively, the "Option
Holders") and potential investors of the
Company set forth on the signature page
hereto under the heading "Investors"
(each, an "Investor" and collectively, the
"Investors").
WHEREAS, the Company is contemplating completing a financing
transaction whereby the Investors have
agreed to purchase up to an aggregate of
$30 million worth of 4% convertible
subordinated notes to be issued by the
Company (together with any notes issued in
replacement or exchange thereof in
accordance with the terms thereof, the
"Notes"), which Notes shall be
convertible into shares of Common Stock,
par value $0.01 per share, of the
Company (the "Common Stock"), in accordance
with the terms set forth in the
Notes;
WHEREAS, the Stockholders and the Option Holders hope to
benefit
from the contemplated financing
transaction;
WHEREAS, the Company will be required to seek stockholder
approval
to amend its Certificate of Incorporation
to increase the number of presently
authorized shares of Common Stock to allow
for conversion of the Notes into
Common Stock in accordance with the terms
set forth in the Notes (the
"Certificate of Amendment");
WHEREAS, as a condition to the willingness of the Investors to
purchase the Notes and to consummate the
transactions contemplated thereby
(collectively, the "Transaction"), the
Investors have required that the
Stockholders agree, and in order to induce
the Investors to purchase the Notes,
the Stockholders have agreed, to enter into
this Agreement to vote all shares of
Common Stock now owned and which may
hereafter be acquired by the Stockholders
(the "Shares") in favor of the Certificate
of Amendment; and
WHEREAS, as a condition to the willingness of the Investors to
purchase the Notes and to consummate the
Transaction, the Investors have also
required that the Option Holders agree, and
in order to induce the Investors to
purchase the Notes, the Option Holders have
agreed, to enter into this Agreement
requiring them to exercise all outstanding
in-the-money stock options held by
the Option Holders (the "Option Shares")
necessary to ensure that stockholder
approval for the Certificate of Amendment
is properly obtained.
NOW, THEREFORE, in consideration of the foregoing and the
mutual
covenants and agreements contained herein,
and intending to be legally bound
hereby, the parties hereto hereby agree as
follows:
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ARTICLE I
AGREEMENT TO VOTE IN FAVOR OF CERTIFICATE OF AMENDMENT
SECTION 1.01. Attendance at Stockholder Meeting. Each
Stockholder
agrees, and to the extent an Option Holder
has exercised stock options in
accordance with Section 3.01 hereof, such
Option Holder also agrees, effective
following the closing of the Transaction,
to appear, or cause the holder of
record (the "Record Holder") of any Shares
or Option Shares beneficially owned
by it on any applicable record date
("Record Date") to appear, in person or by
proxy, for purpose of obtaining a quorum at
any annual or special meeting of the
Company's stockholders (a "Meeting"),
called for the purpose of approving the
Certificate of Amendment to increase the
authorized shares of Common Stock from
15,000,000 to 60,000,000.
SECTION 1.02. Voting Agreement. Each Stockholder and Option
Holder
hereby agrees that at any Meeting, however
called, and in any action by written
consent of the Company's stockholders, the
Stockholders and the Option Holders
shall vote, or cause the Record Holder to
vote, the Shares and/or the Option
Shares (and any other voting interests of
the Company directly or indirectly
owned beneficially or of record by such
Stockholder or Option Holder on the
Record Date set for such Meeting), in
person or by proxy, in favor of the
Certificate of Amendment which shall
increase the number of authorized shares of
the Company's Common Stock to 60,000,000.
The obligations of the Stockholders
and the Option Holders under this Section
1.02 shall terminate upon the earlier
of (i) the date when the Company has
obtained stockholder approval for the
Certificate of Amendment to increase the
number of authorized shares of Common
Stock presently set forth in the Company's
Certificate of Incorporation or (ii)
March 31, 2006.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE
STOCKHOLDERS AND THE OPTION HOLDERS
Each Stockholder and Option Holder hereby represents and warrants
to
the Investors as follows:
