exv4w23



 










Exhibit
4.23










 








 








NGTV




     The Registered Holder hereby is entitled, at any time after the Separation Date , to exchange
each Unit represented by this Unit Certificate for one share of Common Stock and one Warrant
Certificate representing the right to purchase one-half of one share of Common Stock, upon
surrender of this Unit Certificate to the Transfer Agent and Registrar together with any
documentation required by such agent.



     REFERENCE IS MADE TO THE WARRANT AGREEMENT REFERRED TO ON THE FACE HEREOF, AND THE PROVISIONS
OF SUCH WARRANT AGREEMENT SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH ON
THE FACE OF THIS CERTIFICATE. COPIES OF THE WARRANT AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST
FROM THE TRANSFER AGENT AND REGISTRAR, US STOCK TRANSFER CORPORATION.



     The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:



      




	 	 	 	 	 	 	 	 	 	 	 	 	 
	TEN COM

	 	-as tenants in common
	 	UNIF GIFT MIN ACT-
	 	 	 	Custodian	 	 	 	 
	 

	 	 	 	 	 	                    
(Cust)
	 	 	 	                    
(Minor)	 	 
	TEN ENT	 	-as tenants by the entireties	 	under Uniform Gifts to Minors Act
	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	                    
(State)	 	 
	JT TEN	 	-as joint tenants with right of survivorship and
not as tenants in common	 	UNIF TRF MIN ACT	 	 	 	Custodian (until age
    )	 
	 

	 	 	 	 	 	                    
(Cust)
	 	 	 	 	 	                    
(Minor)
	 	 	 	 	under Uniform Transfers to Minors Act
	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	                    
(State)	 	 
	 	 	Additional abbreviations may also be used though not in the above list.	 	 	 	 	 	 	 	 






 





 





	 	 	 	 	 
	For value received,

	 	hereby sell, assign and transfer unto
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	PLEASE INSERT SOCIAL SECURITY

OR OTHER IDENTIFYING NUMBER

OF ASSIGNEE
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 





	 	 	 
	 
	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)
	 
	 	 
	 
	 
	 	 
	 
	 
	 	 
	 

represented by the within Certificate, and do hereby irrevocably constitute and appoint

	 	Units






 









 






	 	 	 
	 


	 	Attorney
	to transfer the said units on the books of the within-named Corporation with full power of substitution in the premises.






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Dated:

	 	 	 	 	20	 	 	 	 	Signature:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Signature

	 	(s) Guaranteed:
	 	 	 	 	 	 	 	Signature:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BY:

	 	 	 	 	 	 	 	 	 	 	 	Notice:
	 	THE SIGNATURE TO THIS ASSIGNMENT MUST	 	 
	 

	 	 

	 	 	 	 	 	 	 	 	 	 	 	CORRESPOND WITH THE NAME AS WRITTEN UPON
THE FACE OF THE CERTIFICATE, IN EVERY
PARTICULAR, WITHOUT ALTERATION 	 	 
	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations
and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 
17Ad-15.	 	 	 	 	 	OR ENLARGEMENT, OR ANY CHANGE WHATEVER	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SECURITY INSTRUCTIONS	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	THIS IS WATERMARKED PAPER, DO NOT ACCEPT WITHOUT NOTING WATERMARK. HOLD
TO LIGHT TO VERIFY WATERMARK.