Exhibit 4.3


 


OMNIBUS AMENDMENT AND WAIVER


TO NOTES AND WARRANTS ISSUED
PURSUANT TO


SECURITIES PURCHASE AGREEMENT


 


THIS OMNIBUS AMENDMENT AND WAIVER (“Omnibus  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 the undersigned Buyers. Capitalized terms used herein and undefined shall
have the meanings set forth in that certain SP Agreement (defined in the
Recitals below).


 


RECITALS:


 


WHEREAS, reference is made to that certain Securities
Purchase Agreement dated as of July 28, 2005 (the “SP  Agreement”), by
and among the Company and the Buyers;


 


WHEREAS, the parties wish to provide for a permanent
reduction in the exercise price of the shares of Common Stock underlying the Warrants
solely upon a cash exercise thereof;


 


WHEREAS, Section 17 of the Notes permit any
provision of the Notes to be amended upon the written consent of the holder or holders
representing at least a majority of the principal amount of the Notes outstanding;


 


WHEREAS, Section 10 of the Warrants permit any
provision of the Warrants to be amended upon the written consent of each holder
of the Warrants;


 


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
TO WARRANTS.


 


(a)           Notwithstanding
anything contained in Section 1(b) of the Warrants to the contrary, the parties
agree that the exercise price of the shares of Common Stock underlying the Warrants
shall be $1.43 per share (the “Reduced Price”)
for cash exercise and shall remain at $1.55 per share for cashless exercise.


 


(b)           The parties
acknowledge that any exercise of Warrants by a Buyer may subject such Buyer to
certain applicable ownership percentage limitations set forth in each
respective Note and Warrant.


 


2.             WAIVER
OF ANTI-DILUTION PROVISIONS IN NOTES AND WARRANTS. The parties
acknowledge that the Company is also offering a temporary reduction in the
exercise price of warrants issued on July 28, 2005 to holders of senior debt
and Libra FE, LP 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 Buyers hereby agree to forever
waive any anti-dilution or other pricing adjustments set forth in Section 7 of
the Notes and Section 2 of the Warrants that are or may be triggered with
respect to the Simultaneous Offer and with respect to the amendment contained
in Section 1 of this Omnibus Amendment only.


 


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3.             EFFECTIVENESS.
This Omnibus Amendment shall be effective as to all Buyers upon the
execution of Buyers holding at least a majority of the principal amount of the
Notes outstanding; provided, that,
the waiver contained in Section 2 above shall be effective as to each Buyer only
upon their execution of this Omnibus Amendment.


 


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


 


5.             GOVERNING
LAW. This Omnibus 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.


 


6.             COUNTERPARTS. This Omnibus 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.


 


[Remainder of page left
blank intentionally.]


 


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IN WITNESS WHEREOF, the parties hereto have executed this Omnibus 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

  	
   

  
	
   

  	
   

  	
   

  
	
   

  
	
  BUYERS:

  
	
   

  
	
  CCM Master Qualified Fund, Ltd.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Clint D.
  Coghill

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Clint D. Coghill

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  
	
  DKR Soundshore Oasis Holding Fund, Ltd.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Barbara
  Burger

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Barbara Burger

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  
	
   

  
	
  JLF Partners I, LP

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Jeff
  Feinberg

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Jeff Feinberg

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Managing Member
  – President

  	
   

  
	
   

  
	
   

  
	
  JLF Partners II, LP

  
	
   

  
	
  By:

  	
  /s/ Jeff
  Feinberg

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Jeff Feinberg

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Managing Member
  – President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  JLF Offshore
  Fund, Ltd.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Jeff
  Feinberg

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Jeff Feinberg

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Managing Member
  – President

  	
   

  
						



 


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  Randy Saaf

  
	
   

  
	
  By:

  	
  /s/ Randy Saaf

  	
   

  
	
   

  
	
   

  
	
  Octavio Herrera

  
	
   

  
	
  By:

  	
  /s/ Octavio
  Herrera

  	
   

  
	
   

  
	
   

  
	
  Michael Rapp

  
	
   

  
	
  By:

  	
  /s/ Michael Rapp

  	
   

  
	
   

  
	
   

  
	
  Philip Wagenheim

  
	
   

  
	
  By:

  	
  /s/ Philip
  Wagenheim

  	
   

  
	
   

  
	
   

  
	
  Karl Brenza

  
	
   

  
	
  By:

  	
  /s/ Karl Brenza

  	
   

  
	
   

  
	
   

  
	
  Jeffrey Meshel

  
	
   

  
	
  By:

  	
  /s/ Jeffrey
  Meshel

  	
   

  
	
   

  
	
   

  
	
  Cliff Chapman

  
	
   

  
	
  By:

  	
  /s/ Cliff Chapman

  	
   

  
						



 


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  Longview Fund, L.P.

  
	
   

  
	
  By:

  	
  /s/ S. Michael
  Rudolph

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  S. Michael
  Rudolph

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  CFO - Investment
  Advisor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  
	
  Longview Equity Fund, L.P.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Wayne
  Coleson

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Wayne Coleson

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Investment
  Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  
	
  Longview International Equity Fund, L.P.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Wayne
  Coleson

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Wayne Coleson

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Investment
  Manager

  	
   

  



 


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