EXHIBIT 4.1 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 21 2005, is by and between MEDIABAY, INC., a Florida corporation (the "Company"), and each of the entities whose names appear on the...Registration Rights Agreement • March 22nd, 2005 • Mediabay Inc • Retail-catalog & mail-order houses • New York
AMENDMENT NO. 7 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 14th, 2004 • Mediabay Inc • Retail-catalog & mail-order houses
TO CREDIT AGREEMENTCredit Agreement • November 15th, 2004 • Mediabay Inc • Retail-catalog & mail-order houses • New York
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of March 21, 2005 (the "EXECUTION DATE"), is by and between MediaBay, Inc., a Florida corporation (the "COMPANY"), and each of the entities...Securities Purchase Agreement • March 22nd, 2005 • Mediabay Inc • Retail-catalog & mail-order houses • New York
2,700,000 Shares of Common Stock AUDIO BOOK CLUB, INC. UNDERWRITING AGREEMENT Boca Raton, Florida __________, 1997 National Securities Corporation Nolan Securities, Inc. Representatives of the Several Underwriters 1001 Fourth Avenue, Suite 2200...Underwriting Agreement • July 2nd, 1997 • Audio Book Club Inc • New York
EXHIBIT 4.4 REGISTRATION RIGHTS AGREEMENT NO. 2 This REGISTRATION RIGHTS AGREEMENT NO. 2 (this "Agreement"), dated as of March 19, 2005, is by and among MEDIABAY, INC., a Florida corporation (the "Company"), Norton Herrick ("Herrick") and Huntingdon...Registration Rights Agreement • March 22nd, 2005 • Mediabay Inc • Retail-catalog & mail-order houses • New York
EXHIBIT 10.2 NON-QUALIFIED STOCK OPTION AGREEMENT MEDIABAY, INC. AGREEMENT made as of this xxxxxxxxx xx, 20__ (the "Grant Date") between MediaBay, Inc. (the "Company"), a Florida corporation, having a principal place of business in Cedar Knolls, New...Non-Qualified Stock Option Agreement • August 15th, 2005 • Mediabay Inc • Retail-catalog & mail-order houses • Florida
amongAsset Purchase Agreement • January 14th, 1999 • Audio Book Club Inc • Retail-catalog & mail-order houses • New York
ASSET PURCHASE AGREEMENT AGREEMENT, dated as of the 18th day of March 1999, by and between Doubleday Direct, Inc. ("Seller"), a New York corporation, and ABD Acquisition Corp. ("Buyer"), a Delaware corporation. W I T N E S S E T H : WHEREAS, Buyer is...Asset Purchase Agreement • June 29th, 1999 • Audio Book Club Inc • Retail-catalog & mail-order houses • New York
Common StockUnderwriting Agreement • March 13th, 2000 • Mediabay Inc • Retail-catalog & mail-order houses • California
W I T N E S S E T H:Security Agreement • May 17th, 2004 • Mediabay Inc • Retail-catalog & mail-order houses • New York
TERMINATION AGREEMENT AGREEMENT, dated as of the 8th day of March 2004, among XNH Consulting Services, Inc., a Florida corporation ("XNH"), MediaBay, Inc., a Florida Corporation ("MediaBay" or the "Company"), and Norton Herrick ("Herrick"). W I T N E...Termination Agreement • April 14th, 2004 • Mediabay Inc • Retail-catalog & mail-order houses • New Jersey
EXHIBIT 10.33 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT dated as of November 8, 2002 by and between MediaBay, Inc., a Florida corporation (the "Company") and MEH Consulting Services, Inc. (the "Consultant") and Michael Herrick...Indemnification Agreement • April 17th, 2003 • Mediabay Inc • Retail-catalog & mail-order houses • Florida
ASSIGNMENT AND ASSUMPTION AGREEMENT AND CONSENTAssignment and Assumption Agreement • January 14th, 1999 • Audio Book Club Inc • Retail-catalog & mail-order houses • New York
AGREEMENT by and among MEDIABAY, INC.,Agreement • March 31st, 2006 • Mediabay Inc • Retail-catalog & mail-order houses • New York
WITNESSETH:Employment Agreement • June 10th, 2005 • Mediabay Inc • Retail-catalog & mail-order houses • Florida
AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 4th, 2002 • Mediabay Inc • Retail-catalog & mail-order houses
EXHIBIT 10.5 EMPLOYMENT AGREEMENT THIS AGREEMENT made as of the 20th day of November 2001, by and between MediaBay, Inc., a Florida corporation, with offices at 2 Ridgedale Avenue, Cedar Knolls, New Jersey (the "Company"), and Hakan Lindskog residing...Employment Agreement • April 1st, 2002 • Mediabay Inc • Retail-catalog & mail-order houses
Exhibit 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT made this 1st day of April, 2005, by and between MediaBay, Inc., a Florida corporation with offices at 2 Ridgedale Avenue, Cedar Knolls, New Jersey 07927 (the "Company"), and Patricia G. Campbell,...Employment Agreement • April 7th, 2005 • Mediabay Inc • Retail-catalog & mail-order houses • Florida
LETTER AGREEMENTSecurities Purchase Agreement • March 31st, 2005 • Mediabay Inc • Retail-catalog & mail-order houses
AMONGCredit Agreement • May 17th, 2004 • Mediabay Inc • Retail-catalog & mail-order houses • New York
EXHIBIT 10.12 EMPLOYMENT AGREEMENT THIS AGREEMENT made as of the 28th day of January 2004, by and between MediaBay Inc., a Florida corporation, with offices at 2 Ridgedale Avenue, Cedar Knolls, New Jersey 07927 (the "Company"), and Jeffrey A. Dittus...Employment Agreement • March 22nd, 2005 • Mediabay Inc • Retail-catalog & mail-order houses
EXHIBIT 10.3 EMPLOYMENT AGREEMENT THIS AGREEMENT made as of the 30 day of October 2002, by and between MediaBay, Inc., a Florida corporation, with offices at 2 Ridgedale Avenue, Cedar Knolls, New Jersey 07927, (the "Company"), and Howard Herrick (the...Employment Agreement • November 14th, 2002 • Mediabay Inc • Retail-catalog & mail-order houses • New Jersey
EXHIBIT 10.7 LOCK-UP AGREEMENT AGREEMENT, dated as of the 21st day of March, 2005, by and among MEDIABAY, INC., a Florida corporation (the "Company"), Joseph Rosetti and Jeffrey Dittus (collectively, the "Key Employees" and each individually a "Key...Lock-Up Agreement • March 22nd, 2005 • Mediabay Inc • Retail-catalog & mail-order houses • New York
WARRANTWarrant Agreement • March 22nd, 2005 • Mediabay Inc • Retail-catalog & mail-order houses
AGREEMENTFinancing Agreement • March 22nd, 2005 • Mediabay Inc • Retail-catalog & mail-order houses • New York
R E C I T A L SSubordination Agreement • May 17th, 2004 • Mediabay Inc • Retail-catalog & mail-order houses • New York
2,000,000 Shares of Common Stock AUDIO BOOK CLUB, INC. UNDERWRITING AGREEMENT Boca Raton, Florida __________, 1997 L.H. Friend, Weinress, Frankson & Presson, Inc. Representative of the Several Underwriters 3333 Michelson Drive, Suite 50 Irvine,...Underwriting Agreement • September 18th, 1997 • Audio Book Club Inc • Retail-catalog & mail-order houses • New York
Common StockUnderwriting Agreement • March 16th, 2000 • Mediabay Inc • Retail-catalog & mail-order houses • New York
EMPLOYMENT AGREEMENT dated as of December , 1998 between Classic Radio Holding Corp., a Delaware corporation (the "Company"), and Carl Amari, an individual residing at 11 Cutters Run, South Barrington, IL 60010 ("Executive"). BACKGROUND The Company...Employment Agreement • April 1st, 1999 • Audio Book Club Inc • Retail-catalog & mail-order houses
EXHIBIT 10.7 EMPLOYMENT AGREEMENT THIS AGREEMENT made as of the 31st day of January 2003, by and between MediaBay, Inc., a Florida corporation, with offices at 2 Ridgedale Avenue, Cedar Knolls, New Jersey (the "Company"), and Steve McLaughlin residing...Employment Agreement • April 17th, 2003 • Mediabay Inc • Retail-catalog & mail-order houses
NON-QUALIFIED STOCK OPTION AGREEMENT MEDIABAY, INC. AGREEMENT made as of this 5th day of October 2004 (the "Grant Date") between MediaBay, Inc. (the "Company"), a Florida corporation, having a principal place of business in Boca Raton, Florida, and...Non-Qualified Stock Option Agreement • October 12th, 2004 • Mediabay Inc • Retail-catalog & mail-order houses • Florida
EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT NO. 1 This REGISTRATION RIGHTS AGREEMENT NO. 1 (this "Agreement"), dated as of March 19, 2005, is by and among MEDIABAY, INC., a Florida corporation (the "Company"), Norton Herrick ("Herrick") and Huntingdon...Registration Rights Agreement • March 22nd, 2005 • Mediabay Inc • Retail-catalog & mail-order houses • New York
RECITALSSupplemental Agreement • December 24th, 1998 • Audio Book Club Inc • Retail-catalog & mail-order houses
BACKGROUND:Security Agreement • May 17th, 2004 • Mediabay Inc • Retail-catalog & mail-order houses • New York
