exv4w23



 







EXHIBIT 4.23




	 	 	 
	CERTIFICATE

NUMBER
	 	UNITS
	 	 	 
	U-                    	 	 





 


SEE REVERSE FOR

CERTAIN DEFINITIONS


NGTV

Incorporated under the laws of the State of California



CUSIP #                    




EACH UNIT CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT EACH TO
PURCHASE ONE-HALF SHARE OF COMMON STOCK




	 	 	 	 	 
	THIS CERTIFIES THAT
	 	 	 	 
	 

	 
	 
	 	 	 	 
	is the registered owner of

	 	 	 	Units.
	 

	 	 	 	 




Each Unit (“Unit”) consists of one (1) share of common stock, no par value per
share (“Common Stock”), of NGTV, a California corporation (the “Company”), and
one redeemable warrant (the “Warrants”). This Certificate is issued in
connection with the Company’s public offering (the “Offering”) of Units (SEC
File No. 333-___). Each Warrant entitles the holder to purchase one-half
(1/2) of one (1) share of Common Stock for
$        per share (subject to
adjustment). Each Warrant will become exercisable on the Separation Date (as
hereinafter defined) and will expire unless exercised before 5:00 p.m., New York
City Time, on                     , 2011, or earlier upon redemption (the “Expiration
Date”). The Common Stock and Warrants comprising the Units represented by this
certificate are not transferable separately prior to a date designated by
Capital Growth Financial LLC, in its sole discretion, upon ___days’ prior
written notice to                     , but in no event prior to the later of (i) sixty
(60) days following the effective date of the Offering (the “Effective Date”),
or (ii) sixty (60) days following the exercise by the Underwriters of a certain
“over-allotment option” granted to them in connection with the Offering (the
“Separation Date”). The terms of the Warrants are governed by a Warrant
Agreement, dated as of the Effective Date, between the Company and U.S. Stock
Transfer Corporation, as Warrant Agent, and are subject to the terms and
provisions contained therein, all of which terms and provisions are incorporated
herein by reference and consented to by the holder of this certificate by its
acceptance hereof. Copies of the Warrant Agreement are on file at the office of
the Warrant Agent at 1745 Gardena Avenue, Glendale, California, 91204, and are
available to any Warrant holder on written request and without cost.




     This certificate is not valid unless countersigned by the Transfer Agent
and Registrar of the Company.



     Witness the facsimile seal of the Company and the facsimile signatures of
its duly authorized officers.



	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 
	 	 
	 

	 	President
	 	Secretary






Counter Signed and Registered:




U.S. Stock Transfer Corporation, Transfer Agent and Registrar




SECURITY INSTRUCTIONS ON REVERSE




 









 








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)




 






 





Units




 



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






 









 








Attorney




 



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






	 	 	 
	Dated:
	 	 
	 

	 
	 
	 	 
	 
	Signature(s) Guaranteed:
	 
	BY:
	 	 
	 

	 








	 	 	 
	Signature:
	 	 
	 

	 	 
	 
	 	 
	 
	 
	Signature:
	 	 
	 

	 	 
	 

	 	Notice: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE, IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT, OR ANY CHANGE WHATEVER












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.



SECURITY INSTRUCTIONS



THIS IS WATERMARKED PAPER, DO NOT ACCEPT WITHOUT NOTING WATERMARK. HOLD TO
LIGHT TO VERIFY WATERMARK.