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 Employee").
Unless the
context otherwise requires, any terms used herein but not
defined herein shall have the meanings
ascribed thereto in the Securities
Purchase Agreement.
W I T N E S S E T H :
WHEREAS,
the Company has entered into a Securities Purchase Agreement
(the
"Securities Purchase Agreement") dated
March 21, 2005 (the "Execution Date"), by
and among the Company and the investors
whose names appear on the signature
pages thereof (the "Investors"), whereby,
among other things, the Company will
sell certain securities which are
convertible or exercisable, as the case may
be, into the Company's common stock, no par
value (the "Common Stock").
WHEREAS,
the parties deem it in the best interests of the Company to
restrict the transfer of the securities of
the Company by the Key Employees as
herein provided.
NOW,
THEREFORE, in consideration of the agreements and mutual
covenants
contained herein, the parties hereto agree
as follows:
1. Lock-up
Period. The Key Employees agree, for the benefit of the Company
and the Investors, that they will not,
directly or indirectly, without the prior
consent of the Company (as evidenced by the
vote of a majority of the members of
the Company's Board of Directors) and the
execution of a written instrument by
the Company and the holders of at least
two-thirds (2/3) of the Registrable
Securities into which all of the Preferred
Shares and Warrants then outstanding
are convertible or exercisable (without
regard to any limitation on such
conversion or exercise), sell, offer to
sell, contract to sell, pledge, grant
any option or right to purchase or
otherwise sell or dispose (or announce any
offer, sale, offer of sale, contract of
sale, pledge, grant of any option or
right to purchase or other sale or
disposition) of any shares of Common Stock or
any securities convertible into, or
exercisable or exchangeable for, any shares
of Common Stock, other than in connection
with any 10b-5(1) trading plan in
effect as of the Execution Date and
disclosed in writing to each Investor (all
such Securities held by the Key Employees
and Sec
