WAIVER TO CONVERTIBLE SUBORDINATED NOTESConvertible Subordinated Notes • November 13th, 2006 • Artistdirect Inc • Services-business services, nec • New York
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 Holders. Capitalized terms used herein and undefined shall have the meanings set forth in the Subordinated Notes (defined in the Recitals below).
ASSIGNMENTArtistdirect Inc • November 13th, 2006 • Services-business services, nec
It is hereby agreed as of November 8, 2006 (the “Effective Date”) by and between ARTISTdirect, Inc., a Delaware corporation (the “Company”), the parties identified on Schedule A hereto (collectively, “Assignors”), and The Longview Fund, L.P. (“Longview” or “Assignee”), that in consideration of the sums described on Schedule A hereto, and for such good and other valuable consideration paid by Longview to Assignors, Longview is succeeding to the rights and responsibilities of Assignors with respect to Convertible Subordinated Notes in the amounts described on Schedule A hereto (“Notes”) issued by the Company pursuant to a Securities Purchase Agreement dated July 28, 2005, and such related documents together with accrued interest. The Company and Assignors acknowledge and agree that the outstanding principal balances of the Notes are as described on Schedule A.
SUPPLEMENTAL AGREEMENT AND ACKNOWLEDGEMENTSupplemental Agreement and Acknowledgement • November 13th, 2006 • Artistdirect Inc • Services-business services, nec
The Company hereby agrees to reasonably cooperate with Assignors and Longview to fulfill the objective of the Assignment and further recognizes that, following written notice from the Escrow Agent of the full performance by the parties under the terms of that certain Funds Escrow Agreement dated as of the date hereto, Longview shall be deemed as successor to the Assignors as to all rights pertinent to the Notes and interest pursuant to the terms of that certain Securities Purchase Agreement dated July 28, 2005.
WAIVER TO NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • November 13th, 2006 • Artistdirect Inc • Services-business services, nec • New York
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).
