exv4w13



 






Exhibit 4.13



THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION
STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE
144 OF SUCH ACT.



THIS WARRANT AND THE SHARES PURCHASABLE HEREUNDER ARE SUBJECT TO RESTRICTIONS ON TRANSFER AS SET
FORTH HEREIN.




Warrant No. 56




Warrant to Purchase

100,000 Shares

of Common stock of

NGTV




(Void after October 27, 2009 5:00 pm PST)




     This certifies that HUNTER WORLD MARKETS, INC., or its assigns (the “Holder”), for value
received, is entitled to purchase from NGTV, a California corporation (the “Company”), subject to
the terms set forth below, One Hundred Thousand (100,000) fully paid and nonassessable shares
(subject to adjustment as provided herein) of the Common Stock of the Company (the “Warrant
Shares”) for cash at a per share price of $0.135 (the “Exercise Price”) (subject to adjustment as
provided herein), subject to the provisions of Section 1.1 of this Warrant, at any time or from
time to time up to and including 5:00 p.m. (Pacific Standard Time) on the fifth anniversary from
the date hereof, such day being referred to herein as the “Expiration Date,” upon surrender to the
Company at its principal office (or at such other location as the Company may advise the Holder in
writing) of this Warrant properly endorsed with the Form of Subscription attached hereto duly
filled in and signed and upon payment in cash or by check of the aggregate Exercise Price for the
number of shares for which this Warrant is being exercised determined in accordance with the
provisions hereof. The Exercise Price is subject to adjustment as provided in Section 3 of this
Warrant.



     1. Exercise, Issuance of Certificates, Reduction in Number of Warrant Shares.



          1.1
General. This Warrant shall vest on October 27, 2004. The Vested shares are exercisable
at the option of the Holder of record on or prior to the Expiration Date, at any time or from time
to time for all or any part of the vested Warrant Shares (but not for a fraction of a share) which
may be purchased hereunder, as that number may be adjusted pursuant to Section 3 of this Warrant.
The Company agrees that the Warrant Shares purchased under this Warrant shall be and are deemed to
be issued to the Holder as the record owner of such Warrant




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Shares as of the close of business on the date on which this Warrant shall have been
surrendered, properly endorsed, the completed and executed Form of Subscription delivered, and
payment made for such Warrant Shares. Certificates for the Warrant Shares so purchased, together
with any other securities or property to which the Holder is entitled upon such exercise, shall be
delivered to the Holder by the Company at the Company’s expense as soon as practicable after the
rights represented by this Warrant have been so exercised. In case of a purchase of less than all
the Warrant Shares which may be purchased under this Warrant, the Company shall cancel this Warrant
and execute and deliver to the Holder within a reasonable time a new Warrant or Warrants of like
tenor for the balance of the Warrant Shares purchasable under the Warrant surrendered upon such
purchase. Each stock certificate so delivered shall be registered in the name of the Holder.




          1.2 Net Issue Exercise of Warrant. Deleted.




          1.3 Record Ownership. To the extent permitted by applicable law, the person in whose
name any certificate for shares of Common Stock or other evidence of ownership of any other
security is issued upon exercise or exchange of the Warrant shall for all purposes be deemed to
have become the holder of record of such shares or other security on the Delivery Date,
irrespective of the date of delivery of such certificate or other evidence of ownership (subject,
in the case of any exercise to which Section 1.6 of this Warrant applies, to the consummation of a
transaction upon which such exercise is conditioned), notwithstanding that the transfer books of
the Company shall then be closed or that such certificates or other evidence of ownership shall not
then actually have been delivered to such person.




          1.4 Approvals. If any securities constituting Warrant Shares or any portion thereof to be
issued upon exercise or exchange of the Warrant require registration or approval under any
applicable law, or require listing on any national securities exchange or national market system
before such securities may be so issued, the Company will as expeditiously as possible cause such
securities to be registered, approved or listed, as applicable. The Company may suspend the
exercise of the Warrant for the period during which such registration, approval or listing is
required but not in effect.




          1.5 Conditional Exercise or Exchange. Any form of subscription or exchange form delivered
under Sections 1.1 or 11.2 may condition the exercise or exchange of this Warrant on the
consummation of a transaction being undertaken by the Company or the Holder, and such exercise or
exchange shall not be deemed to have occurred except concurrently with the consummation of such
transaction, except that, for purposes of determining whether such exercise or exchange is timely
it shall be deemed to have occurred on the date of delivery (the “Delivery Date”) of the
subscription or exchange form. If any exercise of the Warrant is so conditioned, then, subject to
delivery of the items required by Sections 1.1 and 2 of this Warrant, the Company shall deliver the
certificates and other evidence of ownership of other securities or other property in such manner
as the Holder shall direct as required in connection with the consummation of such transaction upon
which the exercise is conditioned. At any time that the Holder shall give notice to the Company
that such transaction has been abandoned or that the Holder has withdrawn from participation in
such transaction, the Company shall return the items




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delivered pursuant to Sections 1.1 and 2 of this Warrant, and the Holder’s election to
exercise the Warrant shall be deemed rescinded.




          1.6 Regulatory Problem. The Holder shall not exercise or exchange the Warrant for shares of
Common Stock if after giving effect to such exercise or exchange the Holder reasonably determines
that such exercise would violate any law or regulation or any requirement of any governmental
authority applicable to Holder or his affiliates.




     2. Shares to be Fully Paid. The Company covenants and agrees that all Warrant Shares, will,
upon issuance and payment of the applicable Exercise Price, be duly authorized, validly issued,
fully paid and nonassessable, and free of all liens and encumbrances, except for restrictions on
transfer provided for herein or under applicable federal and state securities laws.



     3. Adjustment of Exercise Price and Number of Shares. The Exercise Price and the number of
Warrant Shares shall be proportionately adjusted from time to time upon the occurrence of any
capital reorganization or any reclassification of Common Stock, or the consolidation, merger,
combination or exchange of shares with another entity, or the divisive reorganization of the
Company. Upon each adjustment of the Exercise Price, the Holder of this Warrant shall thereafter
be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares
obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the
number of shares purchasable pursuant hereto immediately prior to such adjustment, and dividing the
product thereof by the Exercise Price resulting from such adjustment.



     4. Registration. Upon exercise of this Warrant, the Company will provide for piggy back
registration rights as provided in this Section 4. If at any time there is not an effective
Registration Statement covering all of the Warrant Shares and the Company shall determine to
prepare and file with the Commission a registration statement relating to an offering for its own
account or the account of others under the Securities Act of any of its equity securities, then the
Company shall send to Holder a written notice of such determination and, if within fifteen days
after the date of such notice, Holder shall so request in writing, the Company shall include in
such registration statement all or any part of such Warrant Shares as Holder requests to be
registered, subject to customary underwriter cutbacks applicable to all holders of registration
rights; provided, that, the Company shall not be required to register any Warrant Shares pursuant
to this Section 4 that are eligible for resale pursuant to Rule 144(k) promulgated under the
Securities Act or that are the subject of a then effective Registration Statement. The piggy back
registration rights provided herein are subject to underwriter discretion and customary
indemnification agreements.



     5. Voting Rights. Nothing contained in this Warrant shall be construed as conferring upon the
Holder the right to vote or to consent to or receive notice as a shareholder of the Company on any
other matters or any rights whatsoever as a shareholder of the Company.



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     6. Compliance with Securities Act: Transferability of Warrant, Disposition of Shares of Common
Stock.



          6.1 Compliance with Securities Act. The Holder, by acceptance hereof, agrees that this
Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired for investment
and that he will not offer, sell, or otherwise dispose of this Warrant or any Warrant Shares except
under circumstances which will not result in a violation of the Securities Act of 1933 (the “Act”)
or any applicable state securities laws. This Warrant and all Warrant Shares (unless registered
under the Act) shall be stamped or imprinted with a legend in substantially the following form:





THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED OR THE SECURITIES OR BLUE SKY LAWS OF ANY STATE. THEY MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF A
REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH
ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED, OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH
ACT.



          6.2 Access to Information; Pre-Existing Relationship. Holder has had the opportunity to ask
questions of, and to receive answers from, appropriate executive officers of the Company with
respect to the terms and conditions of the transactions contemplated hereby and with respect to the
business, affairs, financial condition and results of operations of the Company. Holder has had
access to such financial and other information as is necessary in order for Holder to make a fully
informed decision as to investment in the Company, and has had the opportunity to obtain any
additional information necessary to verify any of such information to which Holder has had access.
Holder further represents and warrants that he has either (i) a pre-existing relationship with the
Company or one or more of its officers or directors consisting of personal or business contacts of
a nature and duration which enable him to be aware of the character, business acumen and general
business and financial circumstances of the Company or the officer or director with whom such
relationship exists or (ii) such business or financial expertise as to be able to protect his own
interests in connection with the purchase of the Shares.




          6.3 Warrant Transferable. Subject to compliance with applicable federal and state securities
laws under which this Warrant was issued, this Warrant and all rights hereunder are transferable,
in whole or in part, without charge to the Holder (except for transfer taxes), upon surrender of
this Warrant properly endorsed; provided, however, that the Holder shall notify the Company in
writing in advance of any proposed transfer and shall not transfer this Warrant or any rights
hereunder to any person or entity which is then engaged in a business that in the reasonable
judgment of the Company is in direct competition with the Company. As promptly as practicable but
in any event within ten (10) Business Days of receipt of such properly endorsed Warrant, the
Company shall issue, register and deliver to the Holder thereof a new Warrant or Warrants of like
kind and tenor representing in the aggregate the right to purchase the same number of Warrant
Shares that could be purchased pursuant to the Warrant
 

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being transferred. Holder shall pay Company’s reasonable costs incurred in effectuating such
transfer.




          6.4 Disposition of Warrant Shares. With respect to any offer, sale, or other disposition of
the Warrant or any Warrant Shares, the Holder hereof and each subsequent Holder of this Warrant
agrees to give written notice to the Company prior thereto, describing briefly the manner thereof,
together with a written opinion of such holder’s counsel, if reasonably requested by the Company,
to the effect that such offer, sale or other disposition may be effected without registration or
qualification (under the Act as then in effect or any federal or state law then in effect) of the
Warrant or Warrant Shares, as the case may be, and indicating whether or not under the Act
certificates for the Warrant or Warrant Shares to be sold or otherwise disposed of require any
restrictive legend as to applicable restrictions on transferability in order to insure compliance
with the Act. Promptly upon receiving such written notice and opinion, the Company, as promptly as
practicable, shall notify the Holder that such Holder may sell or otherwise dispose of the Warrant
or Warrant Shares, all in accordance with the terms of the notice delivered to the Company. If a
determination has been made pursuant to this subparagraph 6.4 that the opinion of the counsel for
the Holder is not reasonably satisfactory to the Company, the Company shall so notify the Holder
promptly after such determination has been made. Notwithstanding the foregoing, the Warrant or
Warrant Shares may be offered, sold or otherwise disposed of in accordance with Rule 144 under the
Act, provided that the Company shall have been furnished with such information as the Company may
request to provide reasonable assurance that the provisions of Rule 144 have been satisfied. Each
certificate representing the Warrant or Warrant Shares thus transferred (except a transfer pursuant
to Rule 144) shall bear a legend as to the applicable restrictions on transferability in order to
insure compliance with the Act, unless in the aforesaid opinion of counsel for the Holder, such
legend is not required in order to insure compliance with the Act. The Company may issue stop
transfer instructions to its transfer agent in connection with such restrictions.




          6.5 Register. This Warrant is, and any Warrant issued, exchanged or transferred hereunder
shall be registered in a warrant register (the “Warrant Register”). The Warrant Register shall set
forth the number of the Warrant, the name and address of the Holder hereof and the original number
of Warrant Shares purchasable upon the exercise hereof. The Warrant Register will be maintained by
the Company and will be available for inspection by the Holder at the principal office of the
Company or such other location as the Company may designate to the Holder in the manner set forth
in Section 8. The Company shall be entitled to treat the Holder as the owner in fact thereof for
all purposes and shall not be bound to recognize any equitable or other claim to or interest in the
Warrant on the part of any other person.




     7. Modification and Waiver. This Warrant and any provision hereof may be changed, waived,
discharged, or terminated only by an instrument in writing signed by the party against which
enforcement of the same is sought.



     8. Notices. Any notice, request, or other document required or permitted to be given or
delivered to the Holder hereof or the Company shall be delivered or shall be sent by certified
mail, postage prepaid, as follows:



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	 	Holder:
	 	Hunter World Markets, Inc.
	 

	 	 	 	9300 Wilshire Blvd., Penthouse Suite
	 

	 	 	 	Los Angeles, CA 90212
	 

	 	 	 	Fax: 310-246-0335
	 

	 	 	 	Attention: Todd Ficeto
	 
	 	 	 	 
	 

	 	Company:
	 	NGTV
	 

	 	 	 	9944 Santa Monica Boulevard
	 

	 	 	 	Beverly Hills, CA 90212
	 

	 	 	 	Attention: Janak Vibhakar, President






     or such other address as either may from time to time provide to the other.



     9. Other Notices. If at any time:



          (a) there shall be any capital reorganization or reclassification of the capital stock of the
Company, or consolidation or merger of the Company with, or sale of all or substantially all of its
assets to, another corporation;




          (b) there shall be a voluntary or involuntary dissolution, liquidation, or winding-up of the
Company; or




          (c) there shall be an initial public offering of Company securities;




then, in any one or more of said cases, the Company shall give, by first class mail, postage
prepaid, addressed to the Holder at the address of the Holder as shown on the books of the Company,
(a) at least 10 days’ prior written notice of the date on which the books of the Company shall
close or a record shall be taken for such subscription rights or for determining rights to vote in
respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation, or winding-up, and (b) in the case of any such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation, winding-up, or public offering, at least 10
days’ prior written notice of the date when the same shall take place; provided, however, that the
Holder shall make a best efforts attempt to respond to such notice as early as possible after the
receipt thereof. Any notice given in accordance with the foregoing clause (a) shall also specify,
in the case of any such dividend, distribution, or subscription rights, the date on which the
holders of Common Stock shall be entitled thereto. Any notice given in accordance with the
foregoing clause (b) shall also specify the date on which the holders of Common Stock shall be
entitled to exchange their Common Stock for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation,
winding-up, conversion, or public offering, as the case may be.




     10. Governing Law; Waiver of Jury Trial.



          10.1 Governing Law. All questions concerning the construction, interpretation and validity of
this Agreement shall be governed by and construed and enforced in accordance




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with the domestic laws of the State of California without giving effect to any choice or
conflict of law provision or rule (whether in the State of California or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the State of
California. In furtherance of the foregoing, the internal law of the State of California will
control the interpretation and construction of this Agreement, even if under such jurisdiction’s
choice of law or conflict of law analysis, the substantive law of some other jurisdiction would
ordinarily or necessarily apply.




          10.2 Waiver of Jury Trial. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL
TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE
PARTIES WISH APPLICABLE LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT
THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE
BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO
WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY
RIGHTS OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS RELATED HERETO.




     11. Exchange of Warrant for Warrants.



          11.1 Lost Warrant. The Company represents and warrants to the Holder hereof that upon receipt
of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation
of this Warrant and, in the case of any such loss, theft or destruction, upon receipt of an
indemnity reasonably satisfactory to the Company, or in the case of any such mutilation upon
surrender and cancellation of the Warrant, the Company will, at the Company’s expense, make and
deliver a new Warrant, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant.




          11.2 Exchange. The Holder may exchange this Warrant at his option, upon presentation and
surrender of this Warrant to Company, for other Warrants of different denominations, entitling the
Holder to purchase in the aggregate the same number of Warrant Shares. A Warrant may be divided or
combined with other Warrants that carry the same rights, upon presentation thereof at the principal
office of the Company, together with written notice specifying the names and denominations in which
new Warrants are to be issued and signed by the holder thereof. In order to effect an exchange
permitted by this Section 11.2, the Holder shall deliver to the Company this Warrant accompanied by
a written request signed by the Holder specifying the number and denominations of the Warrant or
the Warrants to be issued in such exchange and the names in which the Warrant or Warrants are to be
issued. As promptly as practicable but in any event within ten (10) Business Days of receipt of
such a request, the Company shall, without charge, issue, register and deliver to the Holder each
Warrant to be issued in such exchange.




     12. Fractional Shares. No fractional shares shall be issued upon exercise of this Warrant.
The Company shall, in lieu of issuing any fractional share, pay the Holder entitled to



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such fraction a sum in cash equal to such fraction (calculated to the nearest 1/100th of a
share) multiplied by the then effective Exercise Price on the date the Form of Subscription is
received by the Company.




     13. Successors and Assigns. This Warrant and the rights evidenced hereby shall inure to the
benefit of and be binding upon the successors of the Company and the Holder. The provisions of
this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant,
and shall be enforceable by any such Holder.



     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its officer,
thereunto duly authorized as of the date first written above



	 	 	 	 	 
	 

	 	COMPANY:	 	 
	 
	 	 	 	 
	 

	 	NGTV	 	 
	 
	 	 	 	 
	 

	 	 

By: Allan Brown, CEO
	 	 
	 
	 	 	 	 
	 

	 	 

By: Janak Vibhakar, President
	 	 






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FORM OF SUBSCRIPTION




(To be signed only upon exercise of Warrant)




To: NGTV




     The undersigned, the holder of the attached
Common Stock Warrant, hereby irrevocably elects to exercise the
purchase right represented by such Warrant for, and to purchase thereunder,___shares of Common Stock of NGTV
(the “Company”) and herewith makes payment of
$___therefor.



     The undersigned represents that he is acquiring
such Common Stock for his own account for
investment and not with a view to or for sale in
connection with any distribution thereof.



	 	 	 	 	 	 	 	 	 	 	 
	DATED:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	(Signature must conform in all respects to name of Holder	 	 
	 	 	 	 	 	 	as specified on the face of the Warrant)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	 	 








 




			
	(1)	 	Insert here the number of shares called for on the face of the Warrant (or, in the case of a partial exercise, the portion thereof as to which the
Warrant is being exercised), in either case without making any adjustment for any stock or other securities or property or cash which, pursuant to the
adjustment provisions of the Warrant, may be deliverable upon exercise.