Each of the undersigned, Norton Herrick ("Herrick"), Huntingdon Corporation, a company wholly-owned by Herrick, and N. Herrick Irrevocable ABC Trust, of which Herrick is the sole beneficiary (each, a "SECURITYHOLDER" and -------------- collectively,...Lock-Up Agreement • February 18th, 2004 • Herrick Norton • Retail-catalog & mail-order houses • New York
Re: Subordinated Convertible Promissory Notes dated January 29, 2004, in the aggregate original principal sum of $4,000,000.00 (collectively, the "NOTES"), issued by MediaBay, Inc. ----- ("COMPANY"), in favor of each of the lenders who are -------...Herrick Norton • February 18th, 2004 • Retail-catalog & mail-order houses • New York
Exhibit 1 AGREEMENT, dated as of January 28, 2004, by and between MediaBay, Inc., a Florida corporation (the "Company"), Norton Herrick ("Herrick") and Huntingdon Corporation ("Huntingdon"). W I T N E S S E T H WHEREAS, the Company requires financing...Agreement • February 18th, 2004 • Herrick Norton • Retail-catalog & mail-order houses
