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
Contract Type FiledMarch 22nd, 2005 Company Industry Jurisdiction
TO CREDIT AGREEMENTCredit Agreement • November 15th, 2004 • Mediabay Inc • Retail-catalog & mail-order houses • New York
Contract Type FiledNovember 15th, 2004 Company Industry Jurisdiction
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
Contract Type FiledMarch 22nd, 2005 Company Industry Jurisdiction
amongAsset Purchase Agreement • January 14th, 1999 • Audio Book Club Inc • Retail-catalog & mail-order houses • New York
Contract Type FiledJanuary 14th, 1999 Company Industry Jurisdiction
W I T N E S S E T H:Security Agreement • May 17th, 2004 • Mediabay Inc • Retail-catalog & mail-order houses • New York
Contract Type FiledMay 17th, 2004 Company Industry Jurisdiction
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
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EXHIBIT 10.34 SETTLEMENT AGREEMENT This agreement ("Agreement") is made this 7th day of November 2003 by and among MediaBay, Inc. (the "Company") and Norton Herrick ("Herrick") (collectively, the "Parties"). WHEREAS: A. The Company has made a claim...Settlement Agreement • April 14th, 2004 • Mediabay Inc • Retail-catalog & mail-order houses
Contract Type FiledApril 14th, 2004 Company Industry
WITNESSETH:Employment Agreement • June 10th, 2005 • Mediabay Inc • Retail-catalog & mail-order houses • Florida
Contract Type FiledJune 10th, 2005 Company Industry Jurisdiction
ANDWarrant Agreement • September 18th, 1997 • Audio Book Club Inc • Retail-catalog & mail-order houses • Delaware
Contract Type FiledSeptember 18th, 1997 Company Industry Jurisdiction
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
Contract Type FiledJune 29th, 1999 Company Industry Jurisdiction
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
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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,...Audio Book Club Inc • September 18th, 1997 • Retail-catalog & mail-order houses • New York
Company FiledSeptember 18th, 1997 Industry Jurisdiction
Confidential portions of this document have been omitted and filed separately with the Securities and Exchange Commission MASTER AGREEMENT FOR NATIONAL FULFILLMENT SERVICES This MASTER AGREEMENT (the "Agreement") is made effective as of October 25,...Master Agreement • July 2nd, 1997 • Audio Book Club Inc
Contract Type FiledJuly 2nd, 1997 Company
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
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WARRANTMediabay Inc • March 22nd, 2005 • Retail-catalog & mail-order houses
Company FiledMarch 22nd, 2005 Industry
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
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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
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AMONGCredit Agreement • May 17th, 2004 • Mediabay Inc • Retail-catalog & mail-order houses • New York
Contract Type FiledMay 17th, 2004 Company Industry Jurisdiction
AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 4th, 2002 • Mediabay Inc • Retail-catalog & mail-order houses
Contract Type FiledOctober 4th, 2002 Company Industry
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
Contract Type FiledMarch 22nd, 2005 Company Industry
AGREEMENT BY AND AMONG MEDIABAY, INC.,Agreement • May 17th, 2004 • Mediabay Inc • Retail-catalog & mail-order houses • New York
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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
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LETTER AGREEMENTLetter Agreement • March 31st, 2005 • Mediabay Inc • Retail-catalog & mail-order houses
Contract Type FiledMarch 31st, 2005 Company Industry
Common StockUnderwriting Agreement • March 13th, 2000 • Mediabay Inc • Retail-catalog & mail-order houses • California
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R E C I T A L SSubordination Agreement • May 17th, 2004 • Mediabay Inc • Retail-catalog & mail-order houses • New York
Contract Type FiledMay 17th, 2004 Company Industry Jurisdiction
Common StockMediabay Inc • March 16th, 2000 • Retail-catalog & mail-order houses • New York
Company FiledMarch 16th, 2000 Industry Jurisdiction
AGREEMENT by and among MEDIABAY, INC.,Agreement • March 31st, 2006 • Mediabay Inc • Retail-catalog & mail-order houses • New York
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AMENDMENT NO. 6 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 14th, 2004 • Mediabay Inc • Retail-catalog & mail-order houses
Contract Type FiledApril 14th, 2004 Company Industry
RECITALSSupplemental Agreement • December 24th, 1998 • Audio Book Club Inc • Retail-catalog & mail-order houses
Contract Type FiledDecember 24th, 1998 Company Industry
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
Contract Type FiledApril 1st, 1999 Company Industry
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
Contract Type FiledApril 17th, 2003 Company Industry
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
Contract Type FiledMarch 22nd, 2005 Company Industry Jurisdiction
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
Contract Type FiledMarch 22nd, 2005 Company Industry Jurisdiction
EMPLOYMENT AGREEMENT THIS AGREEMENT entered into as of the 12 day of August 2004, by and between MediaBay, Inc., a Florida corporation, with offices at 2 Ridgedale Avenue, Suite 300, Cedar Knolls, New Jersey 07927 (the "Company"), and John F. Levy,...Employment Agreement • November 15th, 2004 • Mediabay Inc • Retail-catalog & mail-order houses • Florida
Contract Type FiledNovember 15th, 2004 Company Industry Jurisdiction
BACKGROUND:Security Agreement • May 17th, 2004 • Mediabay Inc • Retail-catalog & mail-order houses • New York
Contract Type FiledMay 17th, 2004 Company Industry Jurisdiction