Exhibit 10.1
WAIVER
TO NOTE AND WARRANT PURCHASE
AGREEMENT
THIS WAIVER (“ Waiver
”) is made and entered into as of this 7th day of November,
2006, by and among ARTISTdirect, Inc., a Delaware corporation (the
“ Company ”), and the undersigned
Purchasers. Capitalized terms used herein and undefined shall
have the meanings set forth in the Agreement (as defined in the
Recitals below).
RECITALS:
WHEREAS, reference is made to that
certain Note and Warrant Purchase Agreement dated as of July 28,
2005 (the “ Effective Date ”), as amended, by
and among the Company and the Purchasers (the “
Agreement ”);
WHEREAS, on the Effective Date, the
Company also delivered a series of Convertible Subordinated Notes,
as amended (collectively, the “ Subordinated Notes
”), issued pursuant to the terms of a Securities Purchase
Agreement dated as of July 28, 2005, as amended, by and among the
Company and the holders of such convertible debt identified on the
signature pages thereto (collectively, the “ Holders
”);
WHEREAS, Section 7(h)(v) of the
Agreement (“ Section 7(h)(v )”) contains a
negative covenant pertaining to the Company’s Consolidated
Fixed Charge Coverage Ratio, to be calculated quarterly;
WHEREAS, pursuant to Section 2 of
the Subordinated Notes, the first cash payment of accrued interest
was not due and payable to the Holders by the Company until
September 30, 2006;
WHEREAS, as a result of the Company
making a cash payment to the Holders for interest that accrued on
the Subordinated Notes for an approxi
