exv10w9



 



Exhibit 10.9




ASSIGNMENT OF LEASE




This Assignment of Lease is made and entered into as of
October 20, 2004, among SAB1, LLC, a Delaware limited
liability company (“Assignor”), NGTV, a California
corporation (“Assignee”), and 9944 Santa Monica, LLC,
a Delaware limited liability company (“Landlord”). All
capitalized terms used but not defined herein shall have the
meanings set forth in that certain Office Lease dated as of
January 20, 2004, and amended by that certain First
Amendment to Office Lease dated as of January 29, 2004 and
by that certain Second Amendment to Office Lease dated as of
February 6, 2004, by and between Landlord and Assignor
(erroneously referred to therein as SBA1, LLC, a Delaware
limited liability company) (collectively, the “Lease”).



     
A. Assignor wishes to assign to Assignee, which is defined
as an Affiliate in Article 21(F) of the Lease as
“NGV”, all of Assignor’s rights and liabilities,
as Tenant, under the Lease for the lease of that certain real
property located in the City of Beverly Hills, County of Los
Angeles, known as 9944 Santa Monica Boulevard, all as more fully
set forth in the Lease (the “Transfer”).



     
B. Pursuant to Article 21 of the Lease, the Transfer
is subject to Landlord’s right to receive a Transfer
Notice, certain fees and costs towards its review and processing
expenses, a Transfer Premium and right to recapture the Subject
Space.



     
C. The parties wish to waive the Landlord’s rights to
a Transfer Notice, certain fees and costs, Transfer Premium and
right to recapture with respect to the Transfer.



     
NOW, THEREFORE, with reference to the above recitals, and in
consideration of the mutual covenants and conditions set forth
herein, the parties hereby agree as follows:



     
1. Assignment. Assignor hereby assigns to Assignee,
all of Assignor’s rights and liabilities, as tenant, under
the Lease.



     
2. Assumption. Assignee hereby assumes all of
Assignor’s rights and liabilities under the Lease.



     
3. Indemnification. Assignee hereby agrees to
indemnify, defend and hold Assignor harmless with respect to any
loss or liability resulting from any breach by Assignee of its
obligations as tenant under the Lease occurring from and after
the date hereof.



     
4. Waiver of Transfer Notice, Fees, Transfer Premiums
and Right to Recapture. The undersigned Landlord hereby
waives all of its rights under Sections 21(A), 21(C), 21(D)
and 21(E) of the Lease with respect to the Transfer.



     
5. Miscellaneous. This Assignment may be executed in
counterparts. This Assignment shall be binding upon the parties
and their respective successors and assigns. This Assignment
shall be governed by and interpreted in accordance with the laws
of the



 






 




State of California. If any action or
proceeding is commenced by either party with respect to this
Assignment, the prevailing party in such action or proceeding shall
be entitled to recover its costs and expenses incurred in such action
or proceeding, including attorney’s fees and costs.


     IN WITNESS
WHEREOF, this Assignment Agreement is made and entered into as of the
date first set forth above.



	 	 	 	 
	 	ASSIGNOR:

SAB1, LLC

a Delaware limited liability company	 
	 
	 
	 	By:	/s/ Richard Abramson	 
	 	 	Richard Abramson, Member	 
	 
	 
	 	ASSIGNEE:

NGTV

a California corporation	 
	 
	 
	 	By:	/s/ Janak Vibhakar	 
	 
	 	Name: 	Janak Vibhakar	 
	 
	 	Title: 	President	 
	 
	 
	 	LANDLORD:

9944 SANTA MONICA, LLC

a Delaware limited liability company	 
	 
	 
	 	By:	/s/ Sharon Christenbury	 
	 
	 	Name: 	Sharon Christenbury	 
	 
	 	Title: 	Vice President