exv4w16



 










Exhibit 4.16



















 








NGTV Public Warrant Face Side Text




SUMMARY OF THE TERMS OF THE WARRANT




     This Warrant Certificate is subject to all of the terms, provisions and conditions of the
Warrant Agreement, dated as of                     , 2006, between the Company and the Warrant Agent, to
all of which terms, provisions and conditions the registered holder of this Warrant Certificate
consents by acceptance hereof. The Warrant Agreement is incorporated herein by reference and made a
part hereof and reference is made to the Warrant Agreement for a full description of the rights,
limitations of rights, obligations, duties and immunities of the Warrant Agent, the Company and the
holders of the Warrant Certificates. Copies of the Warrant Agreement are available for inspection
at the stock transfer office of the Warrant Agent or may be obtained upon written request addressed
to the Company at NGTV, 9944 Santa Monica Boulevard, Beverly Hills, California, 90212, Attention:
Chief Financial Officer.



     The Company shall not be required upon the exercise of the Warrants evidenced by this Warrant
Certificate to issue fractions of Warrants, Common Stock or other securities, but shall reject any
such attempted exercise as provided in the Warrant Agreement.



     In certain cases, the sale of securities by the Company upon exercise of Warrants may violate
the securities laws of the United States, certain states thereof or other jurisdictions. The
Company has agreed to use all commercially reasonable efforts to provide that such sales comply
with the Securities Act of 1933, and to take such action under the laws of various states as may be
required to cause the sale of securities upon exercise to be lawful.



     This Warrant Certificate with or without other Certificates, upon surrender to the Warrant
Agent, any successor warrant agent, or in the absence of any successor warrant agent, at the
corporate offices of the Company, may be exchanged for another Warrant Certificate or Certificates
evidencing in the aggregate the same number of Warrants as the aggregate Warrant Certificate or
Certificates so surrendered. If the Warrants evidenced by this Warrant Certificate shall be
exercised in part, the holder hereof shall be entitled to receive upon surrender hereof another
Warrant Certificate or Certificates evidencing the number of Warrants not so exercised.



     No holder of this Warrant Certificate, as such, shall be entitled to vote, receive dividends
or be deemed the holder of Common Stock or any other securities of the Company which may at any
time be issuable on the exercise hereof for any purpose whatsoever, nor shall anything contained in
the Warrant Agreement or herein be construed to confer upon the holder of this Warrant Certificate,
as such, any of the rights of a stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof or give or withhold
consent to any corporate action (whether upon any matter submitted to stockholders at any meeting
thereof, or give or withhold consent to any merger, recapitalization, issuance of stock,
reclassification of stock, change of par value or change of stock to no par value, consolidation,
conveyance or otherwise) or to receive notice of meetings or other actions affecting stockholders
(except as provided in the Warrant Agreement) or to receive dividends or subscription rights or
otherwise until the Warrants evidenced by this Warrant Certificate shall have been exercised and
the Common Stock purchasable upon the exercise thereof shall have become deliverable as provided in
the Warrant Agreement.



 









 





NGTV Public Warrant Face Side Text




     If this Warrant Certificate shall be surrendered for exercise within any period during which
the transfer books for the Company’s Common Stock or other class of stock purchasable upon the
exercise of the Warrants evidenced by this Warrant Certificate are closed for any purpose, the
Company shall not be required to make delivery of certificates for shares purchasable upon such
transfer until the date of the reopening of said transfer books.



     This Warrant Certificate and the Warrants represented hereby are subject to redemption rights
on the part of the Company, as set forth in the Warrant Agreement.



     Every holder of this Warrant Certificate by accepting the same consents and agrees with the
Company, the Warrant Agent, and with every other holder of a Warrant Certificate that:




	 	(a)	 	this Warrant Certificate is transferable on the registry books of the Warrant
Agent only upon the terms and conditions set forth in the Warrant Agreement, and
	 
	 	(b)	 	the Company and the Warrant Agent may deem and treat the person in whose name
this Warrant Certificate is registered as the absolute owner hereof (notwithstanding
any notation of ownership or other writing thereon made by anyone other than the
Company or the Warrant Agent) for all purposes whatsoever and neither the Company nor
the Warrant Agent shall be affected by any notice to the contrary. The Company shall
not be required to issue or deliver any certificate for shares of Common Stock or other
securities upon the exercise of Warrants evidenced by this Warrant Certificate until
any tax which may be payable in respect thereof by the holder of this Warrant
Certificate pursuant to the Warrant Agreement shall have been paid, such tax being
payable by the holder of this Warrant Certificate at the time of surrender.