Exhibit 4.8


 


AMENDMENT AND WAIVER


 


THIS AMENDMENT AND WAIVER (“Amendment”)
is made and entered into as of this 7th day of April, 2006, by and among
ARTISTdirect, Inc., a Delaware corporation (the “Company”),
and Libra FE, LP, a California limited liability company (“Holder”).
Capitalized terms used herein and undefined shall have the meanings set forth
in that certain warrant to purchase common stock issued by the Company on July
28, 2005 (the “Warrant”).


 


RECITALS


 


WHEREAS, the parties wish to provide for a temporary
reduction in the exercise price of the shares of Common Stock underlying the Warrant;


 


WHEREAS, Section 10 of the Warrant permits any
provision of the Warrant to be amended upon the written consent of the Company
and the Holder;


 


NOW, THEREFORE, in consideration of the foregoing recitals
and the mutual agreements herein contained and for other good and valuable
consideration, the parties hereto agree as follows:


 


1.             AMENDMENT.
Notwithstanding anything contained in Section 1(c) of the Warrant to the
contrary, the parties agree that for the period from April 7, 2006 until April
30, 2006 only, the exercise price of the shares of Common Stock underlying the Warrants
shall be $1.85 per share (the “Temporary EP Reduction”);
provided, that, if Holder elects to
exercise any portion of the Warrant during the period of the Temporary EP
Reduction, it must (i) return an irrevocable exercise notice to the Company by
no later than the end of business on April 30, 2006 (the “Notice”)
and (ii) make all payments to the Company covering the aggregate exercise price
of the shares of Common Stock underlying the Warrant set forth in the Notice by
cash payment or wire transfer of immediately available funds only by no later
than the end of business on April 30, 2006.


 


2.             WAIVER. The parties
acknowledge that the Company is also offering (a) a permanent reduction in the
exercise price of warrants issued on July 28, 2005 to holders of subordinated
debt from an exercise price of $1.55 per share to $1.43 per share and (b) a temporary
reduction in the exercise price of warrants issued on July 28, 2005 to holders
of senior debt from an exercise price of $2.00 per share to $1.85 per share, from
April 7, 2006 until April 30, 2006 (collectively, the “Simultaneous
Offer”). The Holder hereby agrees to forever waive any anti-dilution
adjustments set forth in Section 2 of the Warrant triggered with respect to the
Simultaneous Offer only.


 


3.             CONFLICTS. Except as
expressly set forth in this Amendment, the terms and provisions of the Warrant shall
continue unmodified and in full force and effect. In the event of any conflict
between this Amendment and the Warrant, this Amendment shall control.


 


4.             GOVERNING
LAW. This Amendment shall be governed and construed under the laws of the
State of New York, and shall be binding on and shall inure to the benefit of
the parties and their respective successors and permitted assigns.


 


5.             COUNTERPARTS. This Amendment
may be executed in any number of counterparts, each of which shall be an
original, but all of which together shall constitute one instrument.


 


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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first set forth above.


 


 


	
  COMPANY:

  
	
   

  
	
  ARTISTdirect, Inc.

  
	
   

  
	
  By:

  	
  /s/ Robert N. Weingarten

  	
   

  
	
   

  
	
  Name:

  	
  Robert N. Weingarten

  	
   

  
	
   

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  
	
   

  
	
   

  
	
  HOLDER:

  
	
   

  
	
  Libra FE, LP

  
	
   

  
	
  By:

  	
  /s/ Jess M. Ravich

  	
   

  
	
   

  
	
  Name:

  	
  Jess M. Ravich

  	
   

  
	
   

  
	
  Title:

  	
  General Partner

  	
   

  
							



 


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