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
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
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
Dated as of March 21, 2005 Forest Hill Select Offshore, Ltd. Forest Hill Select Fund, L.P. Lone Oak Partners, L.P. c/o Forest Hill Capital, LLC 100 Morgan Keegan Drive - Suite 430 Little Rock, Arkansas 72202 Attention: Mr. Mark A. Lee, Manager...Securities Purchase Agreement • March 22nd, 2005 • 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 10.7 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
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
EXHIBIT 4.2 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 Goldman, Sachs & Co. (the "INVESTOR"). A. The...Registration Rights Agreement • March 22nd, 2005 • Mediabay Inc • Retail-catalog & mail-order houses • New York
WARRANTSecurity Agreement • March 22nd, 2005 • Mediabay Inc • Retail-catalog & mail-order houses • New York
EXHIBIT 10.8 VOTING AGREEMENT AND PROXY This VOTING AGREEMENT AND PROXY, dated as of March 21, 2005, (this "Agreement"), is by and among MEDIABAY, INC., a Florida corporation (the "Company"), NORTON HERRICK, an individual residing in the State of...Voting Agreement and Proxy • March 22nd, 2005 • Mediabay Inc • Retail-catalog & mail-order houses • Florida
EXHIBIT 10.11 March ___, 2005 MediaBay, Inc. 2 Ridgedale Avenue, Suite 300 Cedar Knolls, NJ 07927 Attention: Joseph Rosetti, Chairman Re: Resignation upon Request Dear Joseph: This letter confirms my agreement to resign my position as a member of the...Resignation Agreement • March 22nd, 2005 • Mediabay Inc • Retail-catalog & mail-order houses
This letter confirms my agreement to resign my position as a member of the Board of Directors of MediaBay, Inc., a Florida corporation (the "Company"), immediately upon your request, or the request of any successor Chairman of the Board. In consideration of this agreement, and as a condition to my resignation upon such request, the Company shall take such actions and execute such documents necessary to cause all of my unvested options outstanding on the date of such resignation to become immediately vested.
