Exhibit 4.9


 


AMENDMENT NO. 1


TO REGISTRATION RIGHTS AGREEMENT


 


THIS AMENDMENT NO. 1 (“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 (“Buyer”).
Capitalized terms used herein and undefined shall have the meanings set forth
in that certain Registration Rights Agreement (defined in the Recitals below).


 


RECITALS


 


WHEREAS, reference is made to that Registration
Rights Agreement dated as of July 28, 2005 (the “Registration
Rights  Agreement”), by and among the
Company and the Buyer;


 


WHEREAS, a resale registration statement on Form
SB-2 filed with the Securities and Exchange Commission (“SEC”)
by the Company was declared effective by the staff of the SEC (the “Staff”) on December 9, 2005 (the “Form
SB-2”);


 


WHEREAS, the Form SB-2 covers the resale of the Registrable
Securities received by the Buyer from the Company;


 


WHEREAS, pursuant to the rules set forth under the
Securities Act of 1933, as amended (the “Act”), the
Company is required to file with the SEC a post-effective amendment to the Form
SB-2 in order to update disclosures and to include the Company’s year-end audited
financial information contained in its Form 10-KSB (each, a “10-KSB Post-Effective Amendment”);


 


WHEREAS, a 10-KSB Post-Effective Amendment is subject
to review and comment by the Staff (a “Review Period”);


 


WHEREAS, resales of the Registrable Securities cannot
be effected by the Buyer pursuant to the Form SB-2 during a Review Period (an “Effectiveness Lapse”);


 


WHEREAS, the Buyer and the Company wish to clarify
and agree that an Effectiveness Lapse that is triggered solely by the filing of
a 10-KSB Post-Effective Amendment shall not be deemed a Maintenance Failure
under Section 2f. of the Registration Rights Agreement, unless such
Effectiveness Lapse exceeds a period of forty-five (45) days;


 


WHEREAS, Section 10 of the Registration Rights
Agreement permits any provision of the Registration Rights Agreement to be amended
upon the written consent of the Company and the Buyer;


 


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.


 


(a)           Section
2.f. Notwithstanding anything contained in Section 2.f. of the Registration
Rights Agreement to the contrary, the Buyer agrees that any Effectiveness Lapse
that is triggered solely by the filing with the SEC of a 10-KSB Post-Effective
Amendment shall not be deemed a Maintenance Failure until the Allowable Grace
Period set forth in Section 1(c) below has expired. The Company further agrees to
respond to any Staff comments relating to a 10-KSB Post-Effective Amendment that
is received during the Review Period by no later than 5:30 p.m. Eastern Time on
the seventh (7th) Business Day


 


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following receipt of any such Staff comments (the “Response
Deadline”). In the event the Company fails to respond to any such Staff
comments by the Response Deadline, such failure shall then be treated as a
Maintenance Failure under Section 2.f of the Registration Rights Agreement for purposes
of Registration Delay Payments. For purposes of calculating any Registration
Delay Payments pursuant to this Section 1(a) only, penalties shall accrue beginning
the earlier of (i) the date immediately after the date the Allowable Grace
Period expires or (ii) the date immediately after the date the Company
fails to meet the Response Deadline, as applicable.


 


(b)           Section
3.b.           Notwithstanding anything
contained in Section 3.b. of the Registration Rights Agreement to the contrary,
the Buyer agrees that the Company shall have ten (10) Business Days following the
filing with the SEC of its Form 10-KSB to file a 10-KSB Post-Effective
Amendment; provided, however, that in the event
that the Company does not file a 10-KSB on or prior to the date such filing is
required by the SEC, but does file a valid request for extension under 12b-25
prior to such date, the Company may extend the ten (10) Business Day period referenced
above for a maximum of up to five (5) additional Business Days after the date
that such filing is required to be made under the SEC rules and regulations. In
no event shall the Company be permitted to file the 10-KSB Post-Effective
Amendment more than fifteen (15) Business Days after the date that the Form
10-KSB is required to be filed under the SEC rules and regulations.


 


(c)           Section
3.o.           Notwithstanding anything
contained in Section 3.p. of the Registration Rights Agreement to the contrary,
the Buyers agree that the period of time from the filing with the SEC of a 10-KSB
Post-Effective Amendment until the declaration of effectiveness of such 10-KSB Post-Effective
Amendment by the Staff shall be deemed an Allowable Grace Period; provided, however, the Allowable Grace Period relating to
the filing with the SEC of a 10-KSB Post-Effective Amendment and having such
10-KSB Post-Effective Amendment declared effective shall not exceed a period of
forty-five (45) days. The measurement period of the Allowable Grace Period for
the 10-KSB Post Effective Amendment shall begin to run on the earlier of
(i) the date that the 10-KSB Post-Effective Amendment is filed by the
Company with the SEC or (ii) the date on which the 10-KSB Post-Effective
Amendment is permitted to be filed under (b) above.


 


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


 


3.             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.


 


4.             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

  	
   

  
	
   

  
	
  BUYER:

  
	
   

  
	
  Libra FE, LP

  
	
   

  
	
  By:

  	
  /s/ Jess M. Ravich

  	
   

  
	
   

  
	
  Name:

  	
  Jess M. Ravich

  	
   

  
	
   

  
	
  Title:

  	
  General Partner

  	
   

  
										



 


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