Exhibit 10.2


 


PROMISSORY NOTE


 


	
  $800,000.00

  	
  March 30,
  2009

  



 


FOR VALUE
RECEIVED AND INTENDING TO BE LEGALLY BOUND HEREBY, ARTISTDIRECT INC. and MEDIA
DEFENDER, INC. (together the “Makers”) hereby, jointly and severally, promise
to pay to SAFENET, INC. or its assignee (the “Holder”) or order, the principal
sum of Eight Hundred Thousand and 00/100 Dollars ($800,000.00) (the “Loan”),
together with interest on the outstanding principal balance hereof from time to
time outstanding from the date hereof until this Note is paid in full.


 


1.                                       Interest Rate.


 


(a)                                  The principal sum outstanding
from time to time hereunder shall bear interest at the rate of six percent (6%)
per annum. Such interest shall be paid as provided in Section 2 below.


 


(b)                                 Both before and after any
default, interest shall be calculated on the basis of a 360-day year but
charged on the basis of the actual number of days elapsed in any calendar year
or part thereof.


 


2.                                       Principal and Interest Payments;
Maturity Date.


 


(a)                                  Interest shall be paid in arrears
commencing on the first day of July and October, 2009 and January and
March, 2010.


 


(b)                                 Makers shall repay the
outstanding principal balance of the Loan, all accrued and unpaid interest
thereon and any other sums then outstanding hereunder on March 30, 2010
(the “Maturity Date”).  All payments
shall be applied first to any fees due to Holder, second to accrued but unpaid
interest and third to principal.


 


(c)                                  If any payment of principal or
interest becomes due on a day which is not a business day, such payment shall
be due on the next succeeding business day, and such extension of time shall be
taken into account in calculating the amount of interest payable under this
Note.  “Business day” means any day other
than a Saturday or Sunday or other day on which banks are authorized or
required to close under the laws of the State of New York or under Federal law.


 


(d)                                 Amounts repaid or prepaid under
the Loan may not be reborrowed.


 


(e)                                  All amounts payable hereunder to
Holder shall be paid in United States Dollars in immediately available funds to
an account designated by Holder.


 


3.                                       Prepayments.  Makers may prepay the principal of this Note
in whole or in part.  Any such prepayment
shall be accompanied by the payment of all accrued and unpaid interest hereunder
and all other sums which are due and payable hereunder or otherwise in
connection with this Note to the date of prepayment.


 

















 


4.                                       Events of Default.  Each of the following shall constitute an
event of default (each, an “Event of Default”) hereunder:


 


(a)                                  If any payment of any
installment of principal and interest is not paid within three (3) days
after the date such payment is due, except that no grace period shall apply in
respect to payment of interest on the Maturity Date;


 


(b)                                 If the outstanding principal
balance of the Loan, all accrued and unpaid interest there and any other sums
then outstanding hereunder are not paid on the Maturity Date; or


 


(c)                                  If any proceeding under the
Bankruptcy Code or any law of the United States, any state thereof or any
country relating to insolvency, receivership, or debt adjustment is instituted
by either Maker, or if any such proceeding is instituted against either Maker
and is consented to by such Maker or an order for relief is entered in such
proceeding or such proceeding remains undismissed for sixty (60) days, or if a
trustee or receiver is appointed for any substantial part of a Maker’s
property, or if either Maker makes an assignment for the benefit of creditors,
admits in writing its inability to pay debts generally as they become due or
becomes insolvent.


 


5.                                       Default Rate.  Upon the occurrence of an Event of Default
hereunder, the interest rate shall increase immediately and without notice and
thereafter shall be payable at a rate of ten percent (10%) per annum (the “Default
Rate”), until the Event of Default has been cured, or in the event the
principal of this Note has been accelerated, until this Note is paid in full,
including the period following entry of any judgment on or relating to this
Note.  Interest on any such judgment
shall accrue and be payable at the Default Rate, and not at the statutory rate
of interest, after judgment, any execution thereon, and until actual receipt by
the holder of payment in full of said judgment. 
Interest at the Default Rate shall be collectible as part of any
judgment hereunder.


 


6.                                       Remedies.  Upon the occurrence of any Event of Default
hereunder, the entire unpaid principal balance of the Loan, together with all
accrued and unpaid interest thereon and all other sums owing hereunder, shall,
at the option of the Holder or automatically upon the occurrence of an Event of
Default under Section 4(c) hereof, become immediately due and
payable, without presentation, demand or further action of any kind, and Holder
may forthwith exercise, singly, concurrently, successively or otherwise, any
and all rights and remedies available to Holder hereunder or otherwise
available to Holder at law or in equity. 
The failure of the Holder to accelerate the outstanding principal
balance of the Loan upon the occurrence of an Event of Default hereunder shall
not constitute a waiver of such default or of the right to accelerate the Loan
at any time thereafter so long as the Event of Default remains uncured.  If Holder hires attorneys to collect the sums
due under this Note, Makers shall jointly and severally pay Holder’s reasonable
attorneys’ fees and court costs in connection therewith.


 


7.                                       Miscellaneous.  Makers hereby waive protest, notice of
protest, presentment, dishonor, notice of dishonor and demand.  The remedies of Holder shall be cumulative
and concurrent, and may be pursued singly, successively, or together against
Makers at the sole discretion of Holder, and such remedies shall not be
exhausted by any exercise or exercises thereof but may be exercised as often as
occasion therefor shall occur.  


 


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Holder shall not be deemed, by any act of omission or
commission, including the failure to exercise, or any delay in exercising, any
right or remedy, to have waived or released any of its rights or remedies
hereunder unless such waiver or release is in writing and signed by Holder, and
then only to the extent specifically set forth in the writing.  A waiver as to one event shall not be
construed as continuing or as a bar to or waiver of any right or remedy as to a
subsequent event.  If any clause or
provision herein contained shall for any reason be held to be invalid or
unenforceable, in whole or in part, such invalidity or unenforceability shall
not affect any other provision hereof, but this Note shall be construed as if
such invalid or unenforceable clause or provision had never been contained
herein.  The rights and privileges of
Holder under the Note shall inure to the benefit of its successors and
assigns.  All representations, warranties
and agreements of Makers made in connection with this Note shall bind Makers’
successors and assigns.  This Note shall
be governed by the laws of the State of Delaware.  Any notice to Makers shall be sufficiently
served for all purposes if placed in the mail addressed to, or sent certified
or overnight mail to, the address shown on Holder’s records.


 


8.                                       CONSENT TO JURISDICTION.  FOR THE PURPOSE OF ENFORCING PAYMENT AND
PERFORMANCE OF THIS NOTE, EACH MAKER HEREBY CONSENTS TO THE JURISDICTION AND
VENUE OF THE COURTS OF THE STATE OF DELAWARE OR OF ANY FEDERAL COURT LOCATED IN
SUCH STATE, WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS
THAT ALL SUCH SERVICE OF PROCESS SHALL BE MADE BY CERTIFIED OR REGISTERED MAIL,
OR BY A NATIONALLY RECOGNIZED OVERNIGHT COURIER, DIRECTED TO EACH MAKER AT THE
ADDRESS PROVIDED FOR HEREIN AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED
UPON ACTUAL RECEIPT THEREOF, OR THE NEXT DAY FOLLOWING DEPOSIT OF SUCH NOTICE
WITH A NATIONALLY RECOGNIZED OVERNIGHT COURIER. 
EACH MAKER HEREBY WAIVES THE RIGHT TO CONTEST THE JURISDICTION AND VENUE
OF THE COURTS LOCATED IN THE STATE OF DELAWARE ON THE GROUND OF INCONVENIENCE
OR OTHERWISE AND, FURTHER, WAIVES ANY RIGHT TO BRING ANY ACTION OR PROCEEDING
RELATING TO THIS NOTE IN ANY COURT OUTSIDE THE STATE OF DELAWARE.  THE PROVISIONS OF THIS SECTION SHALL NOT
LIMIT OR OTHERWISE AFFECT THE RIGHT OF HOLDER TO INSTITUTE AND CONDUCT AN
ACTION IN ANY OTHER APPROPRIATE MANNER, JURISDICTION OR COURT.


 


9.                                       WAIVER OF JURY TRIAL.  HOLDER AND EACH MAKER IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY RIGHT SUCH PERSON MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS NOTE.  EACH SUCH PERSON CERTIFIES
AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH
PERSON UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH
PERSON MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PERSON HAS BEEN
INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS PARAGRAPH.


 


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IN WITNESS
WHEREOF, each Maker, intending to be legally bound hereby, has duly executed
this Note the day and year first above written.


 


	
   

  	
  ARTISTDIRECT INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dimitri Villard

  
	
   

  	
   

  	
  Name:

  	
  Dimitri Villard

  
	
   

  	
   

  	
  Title: 

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Address: 

  	
  1601 Cloverfield Boulevard, Suite 400S

  
	
   

  	
   

  	
   

  	
  Santa Monica, California 90404-4082

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MEDIA DEFENDER, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dimitri Villard

  
	
   

  	
   

  	
  Name:

  	
  Dimitri Villard

  
	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  1601 Cloverfield Boulevard, Suite 400S

  
	
   

  	
   

  	
   

  	
  Santa Monica, California 90404-4082

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Acknowledged and accepted:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SAFENET, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Chris Fedde

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Chris Fedde

  	
   

  	
   

  
	
   

  	
  Title:

  	
  President