Exhibit 4.1


 


STOCK
PURCHASE AGREEMENT


 


THIS STOCK PURCHASE AGREEMENT
(this “Agreement”) is made as of the 7th day of August, 2009, by and between
ARTISTdirect, Inc., a Delaware corporation (the “Company”),
and Dimitri Villard Revocable Living Trust (the “Investor”).


 


Subject
to the terms and conditions set forth herein, the Company desires to sell and
the Investor desires to purchase from the Company, pursuant to and in
accordance with the terms of this Agreement, shares of Common Stock, par value
$0.01 per share, of the Company (the “Common
Stock”) at a price of $0.01 per share.


 


1.                                       Purchase and Sale of Common Stock.


 


1.1                                 Sale
and Purchase.  Subject to the terms and conditions of this
Agreement, Investor agrees to purchase, and the Company agrees to sell and deliver
to Investor, 500,000 shares (the “Shares”) of the
Common Stock at a purchase price of $.01 per share, for an aggregate purchase
price of $5,000.00 (the “Purchase Price”).


 


1.2                                 Closing.  The closing of the purchase and sale of the Shares
(the “Closing”) will take place at such time
and place as the Company and the Investor mutually agree orally or in writing.


 


2.                                       Representations and Warranties of the Company.


 


The
Company hereby represents and warrants to the Investor that:


 


2.1                                 Organization,
Good Standing and Qualification.  The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware,
and has all requisite corporate power and authority to carry on its business as
now conducted and as proposed to be conducted.


 


2.2                                 Authorization.  All corporate action on the part of the
Company, its officers, directors and stockholders, necessary for the
authorization, execution and delivery of this Agreement, and the performance of
all obligations of the Company hereunder has been taken.  This Agreement and the transactions
contemplated hereunder constitute valid and legally binding obligations of the
Company, enforceable in accordance with their respective terms, except (i) as
limited by applicable bankruptcy, insolvency, reorganization, moratorium and
other laws of general application affecting enforcement of creditors’ rights
generally, and (ii) as limited by laws relating to the availability of
specific performance, injunctive relief or other equitable remedies.


 


3.                                       Representations and Warranties of the Investor.  The Investor hereby represents and warrants
to the Company that:


 


3.1                                 Authorization.  The Investor has full power and authority to
enter into this Agreement, and this Agreement constitutes its valid and legally
binding obligation, enforceable in accordance with its terms except (i) as
limited by applicable bankruptcy, insolvency, reorganization, moratorium and
other laws of general application affecting enforcement of 


 


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creditors’
rights generally, and (ii) as limited by laws relating to the availability
of specific performance, injunctive relief or other equitable remedies.


 


3.2                                 Disclosure
of Information.  The Investor believes it has received all the
information it considers necessary or appropriate for deciding whether to
purchase the Shares.  The Investor
further represents that it has had an opportunity to ask questions and receive
answers from the Company regarding the business, assets, prospects, financial
condition, results of operations and properties of the Company.  The foregoing, however, does not limit or
modify the representations and warranties of the Company contained herein or
the right of the Investor to rely thereon.


 


3.3                                 Investment
Experience.  The Investor is an investor in securities of
companies in the development stage and acknowledges that it is able to fend for
itself, can bear the economic risk of its investment, and has such knowledge
and experience in financial or business matters that it is capable of
evaluating the merits and risks of the purchase of the Shares.


 


3.4                                 Accredited
Investor.  The Investor is an “accredited investor”
within the meaning of Rule 501 of Regulation D, under the Securities
Act of 1933, as presently in effect.  The
Investor is acquiring the Shares for investment for its own account only, not
as nominee or agent, and not with a view to, or for resale in connection with,
any distribution thereof, except as may be permitted by applicable law.


 


4.                                       Miscellaneous.


 


4.1                                 Survival
of Warranties.  The representations, warranties and covenants
of the Company and of the Investor contained in or made pursuant to this
Agreement shall survive the execution and delivery of this Agreement and the
Closing, and shall in no way be affected by any investigation of the subject
matter thereof made by or on behalf of the Investor or the Company.


 


4.2                                 Successors
and Assigns.  Except as otherwise provided herein, the
terms and conditions of this Agreement shall inure to the benefit of, and be
binding upon the respective successors and assigns of the parties (including
transferees of any Securities).  Nothing
in this Agreement, express or implied, is intended to confer upon any person or
entity other than the parties hereto or their respective successors and assigns
any rights, remedies, obligations or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.


 


4.3                                 Titles
and Subtitles.  The titles and subtitles used in this
Agreement are used for convenience of reference only, and are not to be
considered in construing or interpreting this Agreement.


 


4.4                                 Notices.  Unless otherwise provided in this Agreement,
any notice required or permitted under this Agreement shall be given in writing
and shall be deemed effectively given upon personal delivery to the party to be
notified or upon deposit with the United States Post Office, by registered or
certified mail, postage prepaid and addressed to the party to be notified at
the address indicated for such party on the signature page hereof, or at such
other address as such party may designate by ten (10) days’ advance
written notice to the other party.


 


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4.5                                 Amendments
and Waivers. Any term of this Agreement
may be amended, waived or modified if in writing and signed by the Company and the
Investor.


 


4.6                                 Severability.  If any provision of this Agreement is held to
be unenforceable under applicable law, such provision shall be excluded from
this Agreement and the balance of the Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.


 


4.7                                 Governing
Law.  This Agreement will be interpreted in
accordance with the laws of the State of California, without regard to the
conflicts of law principles thereof. It is the intention of the parties that
the laws of the State of California relating to contracts made in, and to be
performed within, such State, shall govern the validity of this Agreement, the
construction of its terms and the interpretation of the rights and duties of
the parties.


 


4.8                                 Waiver
of Jury Trial.  Each signatory to this Agreement hereby
waives its respective right to a jury trial of any permitted claim or cause of
action arising out of this Agreement, any of the transactions contemplated
hereby, or any dealings between any of the signatories hereto relating to the
subject matter of this Agreement or any of the transactions contemplated
hereby.  The scope of this waiver is
intended to encompass any and all disputes that relate to the subject mater of
this Agreement or any of the transactions contemplated hereby, including,
without limitation, contract claims, tort claims, and all other common law and
statutory claims.  This waiver is
irrevocable, meaning that it may not be modified either orally or in writing,
and this waiver shall apply to any subsequent amendments, supplements or other
modifications to this Agreement, any of the transactions contemplated hereby or
to any other document or agreement relating to the transactions contemplated
hereby.


 


4.9                                 Representation
by Counsel.  Each party hereto represents and agrees with
the other that it has been represented by, or had the opportunity to be
represented by, independent counsel of its own choosing, and that it has had
the full right and opportunity to consult with its respective attorney(s), that
to the extent, if any, that it desired, it availed itself of this right and
opportunity, that it or its authorized officer (as the case may be) have
carefully read and fully understand this Agreement in its entirety and have had
it fully explained to them by such party’s respective counsel, that each is
fully aware of the contents thereof and its meaning, intent and legal effect,
and that it or its authorized officer (as the case may be) is competent to
execute this Agreement and has executed this Agreement free from coercion,
duress or undue influence.  The parties
to this Agreement participated jointly in the negotiation and drafting of this
Agreement.  If an ambiguity or question
of intent or interpretation arises, then this Agreement will be construed as if
drafted jointly by the parties to this Agreement, and no presumption or burden
of proof will arise favoring or disfavoring either party to this Agreement by
virtue of the authorship of any of the provisions of this Agreement.


 


4.10                           Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


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4.11                           Entire
Agreement.  This Agreement and the documents referred to
herein constitute the entire agreement among the parties with respect to the
subject matter and no party shall be liable or bound to any other party in any
manner by any representations, warranties or covenants except as specifically
set forth herein or therein.


 


IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date first above written.


 


	
   

  	
   

  	
   

  	
  ARTISTDIRECT, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
  August 7th 2009

  	
   

  	
  By:

  	
  \s\ Rene’ Rousselet

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Its:

  	
  Cheif Accounting Officer

  
	
   

  	
   

  	
   

  	
  Address:

  	
  1601 Cloverfield Blvd., Suite 400 S Santa
  Monica CA 90404

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  [INVESTOR]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
  August 7th 2009

  	
   

  	
  By:

  	
  \s\ Dimitri Villard

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Its: 

  	
  Trustee

  
	
   

  	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dimitri Villard
  Revocable Living Trust

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
							



 


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