STOCK PURCHASE AGREEMENT
THIS
STOCK PURCHASE AGREEMENT (“this Agreement”) is made and entered into as of
October 31, 2008, by and between TRILOGY CAPITAL PARTNERS, INC., a California
corporation ("Buyer") and CCM MASTER QUALIFIED FUND, LTD. (“Seller”) with
reference to the following facts:
A. Seller
is
the owner of the following securities (collectively, the “Securities”) of
ARTISTdirect, Inc.:
1. 395,468
shares of common stock;
2. 433,333
warrants to purchase common stock at $2.00 per share at any time prior to July
28, 2010, subject to an ownership limitation of 9.99%;
3. 691,935
warrants to purchase common stock at $1.43 per share at any time prior to July
28, 2010, subject to an ownership limitation of 9.99%; and
4. $12,380,000
par value subordinated convertible debt, four percent interest rate, convertible
into common stock at $1.55 per share at any time prior to July 28, 2009, subject
to an ownership limitation of 9.99 %.
B. Seller
desires to sell the securities to Buyer, and Buyer desires to purchase the
securities from Seller, all on the term and conditions set forth
below.
With
reference to the foregoing facts and in reliance thereon, the parties hereto
hereby agree as follows:
1. Sale
of the Securities. Seller
hereby agrees to sell, transfer and assign to Buyer, and Buyer hereby agrees
to
purchase and acquire from Seller, free and clear of any lien or other
encumbrance, good and marketable title to all of the Securities. The effective
date of the purchase and sale is October 31, 2008.
2. Purchase
Price.
The
Purchase Price for the Securities shall be $100.00, which Purchase Price has
been paid to Seller concurrently with the execution of this Agreement, and
Seller acknowledges receipt thereof. The Securities shall be delivered to Buyer
with a stock power of assignment in favor of Buyer endorsed by Seller attached
thereto. Seller agrees to execute all instruments and documents necessary to
evidence, document and cause the transfer of the Securities to
Buyer.
1
3. Representations
of Seller. As
a
material consideration to Buyer to agree to purchase the Securities from Seller,
Seller warrants and represents to Buyer as follows:
(a) Seller
has good and marketable title to the Securities and no other person or entity
has any interest in or rights to the Securities.
(b) At
the
time of purchase, Buyer shall acquire good and marketable title to the
Securities, free and clear of any lien, claim or encumbrance, and no other
person or entity will have any rights to or interest in the
Securities.
(c) The
common stock portion of the Securities consists of free trading
shares.
4. Representation
of Buyer. As a material consideration to Seller to agree to sell the Securities
to Buyer, Buyer warrants and represents to Seller as follows:
(a) Buyer
is
an “accredited investor” as defined in Rule 501(a) promulgated under the
Securities Act of 1933, as amended, and has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits
and
risks of the transactions contemplated under this Agreement. Buyer is acquiring
the Securities for investment purposes, with no intention of distributing or
reselling any of the Securities or any interest therein.
5. Miscellaneous.
(a)
Notices
- All
notices, requests, demands and other communications under this Agreement shall
be in writing and shall be deemed to have been duly given (i) on the date of
service if served personally on the party to whom notice is to be given, (ii)
on
the date of delivery if delivered by overnight delivery service or facsimile
or
(iii) on the third day after mailing if mailed to the party to whom notice
is to
be given, by first class mail, postage prepaid. Any notice to be given to either
party shall be addressed to such party at the address set forth beneath such
party’s signature hereto. By a notice given pursuant to this Section, either
party may hereafter designate a different address for notices to be given to
him.
(b) Effect
of Headings
- The
subject headings in this Agreement are included for purposes of convenience
only, and shall not affect the construction or interpretation of any of its
provisions.
(c) Entire
Agreement; Modification
- The
making, execution and delivery of this Agreement have not been induced by any
representations, statements, warranties or agreements other than those herein
expressed. This Agreement constitutes the entire understanding of the parties,
and there are no further or other agreements or understandings, written or
oral,
in effect between the parties relating to the subject matter hereof, unless
specifically referred to by reference herein. This Agreement supersedes all
prior and contemporaneous negotiations, agreements, representations, warranties
and understandings of the parties. No supplement, modification or amendment
of
this Agreement shall be binding unless executed in writing by all the
parties.
2
(a) Severability
and Governing Law
-
Whenever possible, each provision of this Agreement shall be interpreted in
such
manner as to be effective and valid under applicable law, but if any provision
of this Agreement shall be prohibited or invalid under such law, such provision
shall be ineffective only to the extent of such prohibition or invalidity
without invalidating the remainder of this Agreement. This Agreement is made
and
entered into at Los Angeles, California and the laws of said State shall govern
the validity and interpretation hereof and the performance by the parties hereto
of their respective duties and obligations hereunder. The parties agree that
the
exclusive jurisdiction and venue of any action with respect to this Agreement
shall be in the Superior Court of California for the County of Los Angeles
or
the United States District Court for the Central District of California. Each
of
the parties hereby submits itself to the exclusive jurisdiction and venue of
such courts for the purpose of such action. The parties agree that service
of
process in any such action may be affected in the manner provided for delivery
of notices set forth above.
(b) Parties
in Interest
-
Nothing in this Agreement, whether express or implied, is intended to confer
any
rights or remedies under or by reason of this Agreement on any persons or
entities other than the parties to it and their respective successors and
assigns, nor is anything in this Agreement intended to relieve or discharge
the
obligation or liability of any third persons to any party to this Agreement,
nor
shall any provision give any third persons any right of subrogation or action
over against any party to this Agreement.
(c) Counterparts
- This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date
first set forth above.
|
“Seller”
|
|
“Buyer”
|
||
|
|
|
|
|
|
| CCM Master Qualified Fund, Ltd. | Trilogy Capital Partners, Inc. | |||
|
|
|
|
|
|
|
By:
|
/s/
Xxxxx Xxxxxxx
|
|
By:
|
/s/
Xxxxxx X. Xxxx
|
|
|
Xxxxx
Xxxxxxx, Director
|
|
|
Xxxxxx
X. Xxxx, Vice Chairman
|
|
|
|
|
|
|
|
|
|
|
Name
and Address:
|
|
| Name and Address: | ||||
| c/o Coghill Capital Management LLC | Xxxxxx X. Xxxx | |||
|
1
X. Xxxxxx Drive, Suite 4350
|
1901 Avenue of the Stars, Xxxxx 0000 | |||
|
Xxxxxxx,
XX 00000
|
|
Xxx
Xxxxxxx, XX 00000
|
||
3
