Exhibit 10.7
NEITHER THIS NOTE, NOR ANY SECURITY ISSUABLE UPON CONVERSION HEREOF, HAS
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
APPLICABLE STATE SECURITIES LAWS. NO INTEREST IN THIS NOTE MAY BE OFFERED OR
SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
ACT, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE ACT WHERE THE HOLDER
HAS FURNISHED TO THE COMPANY AN OPINION OF ITS COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE
ACT IS AVAILABLE.
MEDIABAY, INC.
CONVERTIBLE SENIOR SUBORDINATED PROMISSORY NOTE
DUE DECEMBER 31, 2002
$800,000 May 14, 2001
MEDIABAY, INC. (together with its successors, the "Company"), a Florida corporation, for value received,
hereby promises to pay to Huntingdon Corporation or registered assigns (the "Holder"), the principal sum of
EIGHT HUNDRED THOUSAND DOLLARS ($800,000) on December 31, 2002 (the "Maturity Date"), and
to pay interest on the unpaid principal balance hereof from the date of each Advance set forth on Schedule A
attached hereto to the Maturity Date at the rate of twelve percent (12.0%) per annum, in arrears, quarterly on
March 31, June 30, September 30 and December 31 in each year, commencing on June 30, 2002, until the
principal amount hereof shall become due and payable; and to pay on demand interest on any overdue principal
(including any overdue partial payment of principal and principal payable at the maturity hereof) and (to the extent
permitted by applicable law) on any overdue installment of interest (the due date of such payments to be
determined without giving effect to any grace period) at the rate of fourteen percent (14.0%) per annum.
1. Interest and Payment
1.1 Interest shall be computed on the basis of a 360 day year of twelve 30 day months for the actual time
elapsed. Subject to the provisions of this
Section 1, all interest payments to be paid in cash to Holder hereunder shall accrue until ten days following the
date the Se