Exhibit 4.2


 


STOCK
PURCHASE AGREEMENT


 


THIS STOCK PURCHASE AGREEMENT (“this Agreement”) is
made and entered into as of January 14, 2009, by and between The Dimitri
Villard Revocable Living Trust dated 6/4/92 (“Buyer”) and TRILOGY CAPITAL
PARTNERS, INC., a California corporation (“Seller)”) with reference to the
following facts:


 


A.                                   Seller is the owner of the following
securities (collectively, the “Securities”) of ARTISTdirect, Inc.:


 


1.                                       197,734 shares of common stock;


 


2.                                       216,666 warrants to purchase common stock at
$2.00 per share at any time prior to July 28, 2010, subject to an
ownership limitation of 9.99% and subject to extinguishment pursuant to the
First Amendment to Note and Warrant Purchase Agreement;


 


3.                                       345,967 warrant to purchase common stock at
$1.43 per share at any time prior to July 28, 2010, subject to an
ownership limitation of 9.99% and subject to extinguishment pursuant to the
Second Amendment to Subordinated Convertible Notes; and


 


4.                                       $6,190,000 par value subordinated convertible
debt, four percent interest rate, convertible into common stock at $1.00 per
share at any time prior to July 28, 2009, subject to an ownership
limitation of 9.99 %.


 


B.                                     The Securities are approximately one-half of
the securities purchased by Seller from CCM Master Qualified Fund, Ltd. (the “CCM
Securities”).


 


C.                                     Seller desires to sell the Securities to
Buyer, and Buyer desires to purchase the Securities from Seller, all on the
term and conditions set forth below.


 


With reference to the
foregoing facts and in reliance thereon, the parties hereto hereby agree as
follows:


 


1.                                       Sale of the Securities.                              Seller hereby agrees to sell, transfer and
assign to Buyer, and Buyer hereby agrees to purchase and acquire from Seller,
all of Seller’s right, title and interest to all of the Securities.  The effective date of the purchase and sale
is January 15, 2009.


 


2.                                       Purchase Price. The Purchase Price for the Securities shall
be $500.00, which Purchase Price has been paid to Seller concurrently with the
execution of this Agreement, and Seller acknowledges receipt thereof.  The Securities shall be delivered to Buyer
with a stock power of assignment in favor of Buyer endorsed by Seller attached
thereto.  Seller agrees to execute all
instruments and documents necessary to evidence, document and cause the
transfer of the Securities to Buyer.


 


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3.                                       Representations of Seller.        As a material consideration to Buyer to agree
to purchase the Securities from Seller, Seller warrants and represents to Buyer
as follows:


 


(a)                                  Seller has not transferred, assigned or
encumbered any of the CCM Securities.


 


(b)                                 At the time of purchase, Buyer shall acquire
the same interest in the Securities that Seller received in the CCM
Securitiies.


 


4.                                       Miscellaneous.


 


(a)                                  Notices - All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given (i) on
the date of service if served personally on the party to whom notice is to be
given, (ii) on the date of delivery if delivered by overnight delivery
service or facsimile or (iii) on the third day after mailing if mailed to
the party to whom notice is to be given, by first class mail, postage
prepaid.  Any notice to be given to
either party shall be addressed to such party at the address set forth beneath
such party’s signature hereto.  By a
notice given pursuant to this Section, either party may hereafter designate a
different address for notices to be given to him.


 


(b)                                 Effect of Headings - The subject headings in this Agreement are
included for purposes of convenience only, and shall not affect the
construction or interpretation of any of its provisions.


 


(c)                                  Entire Agreement; Modification - The making, execution and delivery of this
Agreement have not been induced by any representations, statements, warranties
or agreements other than those herein expressed.  This Agreement constitutes the entire
understanding of the parties, and there are no further or other agreements or
understandings, written or oral, in effect between the parties relating to the
subject matter hereof, unless specifically referred to by reference
herein.  This Agreement supersedes all
prior and contemporaneous negotiations, agreements, representations, warranties
and understandings of the parties.  No
supplement, modification or amendment of this Agreement shall be binding unless
executed in writing by all the parties.


 


(a)                                  Severability and Governing Law - Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be
prohibited or invalid under such law, such provision shall be ineffective only
to the extent of such prohibition or invalidity without invalidating the
remainder of this Agreement.  This
Agreement is made and entered into at Los Angeles, California and the laws of
said State shall govern the validity and interpretation hereof and the
performance by the parties hereto of their respective duties and obligations
hereunder.  The parties agree that the
exclusive jurisdiction and venue of any action with respect to this Agreement 


 


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shall
be in the Superior Court of California for the County of Los Angeles or the
United States District Court for the Central District of California.  Each of the parties hereby submits itself to
the exclusive jurisdiction and venue of such courts for the purpose of such
action.  The parties agree that service
of process in any such action may be affected in the manner provided for
delivery of notices set forth above.


 


(b)                                 Parties in Interest - Nothing in this Agreement, whether express
or implied, is intended to confer any rights or remedies under or by reason of
this Agreement on any persons or entities other than the parties to it and
their respective successors and assigns, nor is anything in this Agreement
intended to relieve or discharge the obligation or liability of any third
persons to any party to this Agreement, nor shall any provision give any third
persons any right of subrogation or action over against any party to this
Agreement.


 


(c)                                  Counterparts - This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


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


 


 


	
  “Buyer”

  	
   

  	
  “Buyer”

  
	
   

  	
   

  	
   

  
	
  The Dimitri Villard Revocable Living

  	
   

  	
  Trilogy Capital Partners, Inc.

  
	
  Trust dated 6/4/92

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Dimtri Villard

  	
   

  	
  By:

  	
  /s/ Robert S. Rein

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   Dimitri Villard, Trustee

  	
   

  	
  Robert S. Rein, Vice Chairman

  
	
   

  	
   

  	
   

  
	
  Name and Address:

  	
   

  	
  Name and Address:

  
	
   

  	
   

  	
   

  
	
  Dimitri Villard Revocable Living Trust

  	
   

  	
  Robert S. Rein

  
	
  Dated 6/4/92

  	
   

  	
   

  
	
  ATT: Dimitri Villard, Trustee

  	
   

  	
   

  
	
  8721 Santa Monica Blvd., Suite 100

  	
   

  	
  10866 Wilshire Blvd., Suite 400

  
	
  Los Angeles, CA 90069

  	
   

  	
  Los Angeles, CA 90024

  



 


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