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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
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