exv10w24



 







EXHIBIT 10.24



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. N-00__



Warrant to Purchase


 




of Common stock of

NGTV


(Void Five Years After Issuance)



     This certifies that                    , 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,
the number of shares equal to $                     divided by the Exercise Price of 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 equal to: (i) two-thirds of the per unit price
in the Company’s initial public offering (“IPO”) of the Company’s Common Stock, if the
Company’s IPO occurs prior to August 13, 2006 or (ii) one-half of the per unit price in the
Company’s IPO, if the Company’s IPO occurs on or after August 13, 2006 (the “Exercise Price”),
subject to the provisions of Section 1.1 and Section 3 of this Warrant, at any time
or from time to time up to and including 5:00 p.m. (Pacific Standard Time) on April 18, 2011, 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 Exercise 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; with any such
adjustments having a corresponding effect on the number of shares issuable on exercise of this
Warrant. As used herein, the term “Common Stock” shall mean the Company’s presently authorized
Common Stock, and any stock into or for which such Common Stock may hereafter be converted or
exchanged pursuant to the Articles of Incorporation of the Company as from time to time amended as
provided by law and in such Articles of Incorporation. This Warrant is issued pursuant to that
certain Note in the amount of                     dollars ($                    ) dated April ___, 2006 between the Company and
the Holder, and is issued subject to the following terms and conditions:



 









 





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



          1.1 General. This Warrant may not be exercised until April ___, 2007 (the “Vesting Date”),
which Vesting Date shall be accelerated to the date on which an event as described in Section 3.2
or 3.3 below shall have occurred. Following the Vesting Date, this Warrant is exercisable at the
option of the Holder of record on or prior to the Expiration Date, at any time or from time to time
in whole or in part (but not for a fraction of a share). 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 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 Exercise
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 Non-Cash Exercise. (a) Provided there is not an effective registration statement, which
shall remain effective on or after the Vesting Date for a period of at least 90 days, covering the
resale of the Warrant Shares commencing within twelve (12) months from the date hereof, in lieu of
payment in cash, the rights represented by this Warrant may also be exercised by delivery of the
Form of Exercise attached hereto, providing for the non-cash exercise of this Warrant for the
Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof
being exercised), specifying that this non-cash exercise election has been made, and the net number
of Shares to be issued after giving effect to such non-cash exercise. In the event the Holder
makes such election, Company shall issue to the holder a number of shares computed using the
following formula:



X = Y(A-B)

      A



     Where:



	 	 	 	 	 
	 

	 	X =
	 	the number of Warrant Shares to be issued to the holder
	 
	 	 	 	 
	 

	 	Y =
	 	the number of Warrant Shares purchasable under the Warrant
or, if only a portion of the Warrant is being exercised, the portion of the
Warrant being exercised (as of the date of such non-cash exercise)
	 
	 	 	 	 
	 

	 	A =
	 	the Fair Market Value of one share of Common Stock (as of the
date of such non-cash exercise)
	 
	 	 	 	 
	 

	 	B =
	 	Exercise Price of one share of Common Stock (as adjusted to
the date of such non-cash exercise)






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               (b) For purposes of this Warrant, the “Fair Market Value” of one share of the Company’s Common
Stock shall be equal to the average of the closing price(s) of the Company’s Common Stock as quoted
over the counter or on any exchange on which the Common Stock is listed as such closing prices are
reported by Bloomberg Financial for the fifteen trading days (or such lesser number of trading days
as the stock may have been actually trading) ending on the day prior to the date of determination
of Fair Market Value. Notwithstanding the foregoing, if the Warrant is exercised in connection
with a merger or sale of all or substantially all of the Company’s assets, Fair Market Value shall
mean the value that would have been allocable to or received in respect of a Warrant Share had the
Warrant been exercised prior to such merger or sale. If the Common Stock is not traded
Over-the-Counter or on an exchange, or if the Warrant is not exercised in connection with a merger
or sale of all or substantially all of its assets, the Fair Market Value shall be determined in
good faith by the Company’s Board of Directors. If the Holder hereof does not agree with the
determination of Fair Market Value as determined by the Company’s Board of Directors, the Company
and the Holder hereof shall negotiate an appropriate Fair Market Value. If after ten (10) days,
the Company and the Holder cannot agree, then the Holder may request that the Fair Market Value be
determined by an investment banker of national reputation selected by the Holder and reasonably
acceptable to the Company. The fees and expenses of such investment banker shall be borne by the
Company unless the Fair Market Value determined by such investment banker is equal to or less than
the Fair Market Value as determined by the Company, in which event the fees and expenses of such
investment banker shall be borne by the Holder.



          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 exercise 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 exercise or exchange
form. If any exercise of the Warrant is so


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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
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 and
kind of securities purchasable upon the exercise of this Warrant, in whole or in part, shall be
subject to adjustment from time to time upon the happening of the events enumerated in this Section
3.



          3.1 Changes in Common Stock. If, after April 1, 2006 and continuing while any portion of this
Warrant remains outstanding, the Company shall (i) combine the outstanding Common Stock into a
lesser number of shares, (ii) subdivide the outstanding Common Stock into a greater number of
shares, or (iii) issue additional Common Stock as a dividend or other distribution with respect to
the Common Stock, the number of Warrant Shares shall be equal to the number of shares of Common
Stock which the Holder would have been entitled to receive after the happening of any of the events
described above if such shares had been issued immediately prior to the happening of such event,
such adjustment to become effective concurrently with the effectiveness of such event. The
Exercise Price in effect immediately prior to any such combination of Common Stock shall, upon the
effectiveness of such combination, be proportionately increased. The Exercise Price in effect
immediately prior to any such subdivision of Common Stock or at the record date of such dividend
shall upon the effectiveness of such subdivision or immediately after the record date of such
dividend be proportionately reduced.




          3.2 Reorganizations and Reclassifications. If, after April 1, 2006 and continuing while any
portion of this Warrant remains outstanding, there shall occur any capital reorganization or
reclassification of the Common Stock (other than a subdivision or combination as provided for in
Section 3.1), then, as part of any such reorganization or reclassification, lawful provision shall
be made so that the Holder shall have the right thereafter to receive upon the exercise hereof the
kind and amount of shares of Common Stock or other securities or property which such Holder would
have been entitled to receive if, immediately prior to any such reorganization or reclassification,
such Holder had held the number of shares of Common Stock


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which were then purchasable upon the exercise of this Warrant assuming this Warrant had been
exercisable at such time. In any such case, appropriate adjustment shall be made in the
application of the provisions set forth herein with respect to the rights and interests thereafter
of the Holder such that the provisions set forth in this Section 3 (including provisions with
respect to adjustment of the Exercise Price) shall thereafter be applicable, as nearly as is
reasonably practicable, in relation to any shares of Common Stock or other securities or property
thereafter deliverable upon the exercise of this Warrant.




          3.3 Merger, Consolidation or Sale of Assets. If, after April 1, 2006 and continuing while any
portion of this Warrant remains outstanding, there shall be a merger or consolidation of the
Company with or into another corporation (other than a merger or reorganization involving only a
change in the state of incorporation of the Company or the acquisition by the Company of other
businesses where the Company survives as a going concern), or the sale of all or substantially all
of the Company’s capital stock or assets to any other person, then as a part of such transaction,
provision shall be made so that the Holder shall thereafter be entitled to receive the number of
units or other securities or property of the Company, or of the successor corporation resulting
from the merger, consolidation or sale (and at a total purchase price not to exceed that payable
upon the exercise in full of this Warrant), to which the Holder would have been entitled if the
Holder had exercised its rights pursuant to the Warrant immediately prior thereto assuming this
Warrant had been exercisable at such time. In any such case, appropriate adjustment shall be made
in the application of the provisions of this Section 3 to the end that the provisions of this
Section 3 shall be applicable after that event in as nearly equivalent a manner as may be
practicable.




          3.4 Certain Anti-Dilution Adjustments. If, after April 1, 2006 and continuing during the
periods determined in accordance with (a) and (b) below, provided any portion of this Warrant
remains outstanding, the Company shall issue Common Stock (or rights, warrants, or other securities
convertible into or exchangeable for Common Stock) other than issuances covered by Sections 3.1,
3.2 or 3.3 above, at a price per share (or having an exercise, conversion, or exchange price per
share) less than the Exercise Price in effect as of the date of issuance of such shares of Common
Stock or of such rights, warrants, or other convertible or exchangeable securities, then, and in
each such case, the Exercise Price shall be reduced (but not increased) to a price equal to: (a)
the per share price received by the Company upon such issuance, if such issuance occurs on or
before the Company’s IPO or (b) the then current Exercise Price multiplied by the percentage
determined by dividing (i) an amount equal to the sum of (x) the number of shares of Common Stock
outstanding immediately prior to such issue (determined on a fully-diluted basis; i.e., treating as
outstanding all shares of Common Stock issuable upon exercise, exchange or conversion of all
outstanding options (to the extent then vested and exercisable), warrants, or other securities
exercisable or exchangeable for or convertible into, directly or indirectly, Common Stock)
multiplied by the then existing Exercise Price, plus (y) the consideration, if any received by the
Company upon such issue, by (ii) the total number of shares of Common Stock outstanding immediately
after such issue or sale (determined on a fully-diluted basis as aforesaid) multiplied by the then
existing Exercise Price, if such issuance occurs on or before the first anniversary of the
Company’s IPO. For the purpose of determining the consideration received by the Company upon any
such issuance, if the consideration received by the Company is other than cash, its value will be
deemed its fair market value, which if not readily determinable shall be determined in good faith
by the Board of Directors of the


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Company. An adjustment made pursuant to this paragraph shall be made on the next business day
following the date on which any such issuance is made and shall be effective retroactively
immediately after the close of business on such date. Notwithstanding anything contrary in this
Section, there shall be no reduction to the Exercise Price pursuant to this Section with respect to
(A) the issuance or sale of options to purchase Common Stock to employees, consultants and
directors, pursuant to a stock option plan approved by the Board of Directors, (B) securities
issued in connection with the Company’s initial public offering of its securities pursuant to a
registration statement declared effective by the Securities and Exchange Commission which raises
gross proceeds to the Company of at least Twenty-Five Million Dollars ($25,000,000) or any
securities issued by the Company thereafter, (C) the issuance of securities pursuant to the
conversion or exercise of convertible or exercisable securities as of the date of this Warrant, (as
adjusted for recapitalizations, stock splits, and the like) which are currently outstanding as of
the date of this Warrant or (D) the issuance of securities as consideration for a bona fide
business acquisition of or by the Company, whether by merger, consolidation, sale of assets, sale
or exchange of stock or otherwise, which involves a third party which is not affiliated with the
Company
 or its current members or in a strategic allowance.




          3.5 No Impairment. The Company will not, by amendment of its Articles of Incorporation or any
other organizational or shareholder rights documents of the Company, or through any reorganization,
recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, seek to avoid the observance or performance of any of the
terms to be observed or performed hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions of this Section 3 and in the taking of all such
action as may be necessary or appropriate in order to protect the rights of the holder of this
Warrant against impairment.




          3.6 Adjustments to Other Securities. In the event that at any time, as a result of an
adjustment made pursuant to this Section 3, the Holder shall become entitled to purchase any shares
or securities of the Company other than the shares of Common Stock, thereafter the number of such
other shares or securities so purchasable upon exercise of each Warrant and the exercise price for
such shares or securities shall be subject to adjustment from time to time in a manner and on terms
as nearly equivalent as possible to the provisions with respect to the shares of Common Stock
contained in Sections 3.1 through 3.4, inclusive.




          3.7 No Initial Public Offering. In the event the Company’s IPO has not been completed by the
Vesting Date, then the Exercise Price shall be $3.00 per share (subject to adjustment as set forth
hereinabove).




          3.8 Certificate of Adjustment. When any adjustment is required to be made in the Exercise
Price, the Company shall promptly mail to the Holder a certificate setting forth the Exercise Price
after such adjustment and setting forth a brief statement of the facts requiring such adjustment.
Delivery of such certificate shall be deemed to be a final and binding determination with respect
to such adjustment unless challenged by the Holder within ten (10) days of receipt thereof. Such
certificate shall also set forth the kind and amount of stock or other securities or property into
which this Warrant shall be exercisable following the occurrence of any of the events specified in
this Section 3.




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     4. Registration Rights. NGTV will use its best efforts to cause the Warrant Shares to be
registered on an effective registration statement (the “Registration Statement”) under the
Securities Act of 1933, as amended (the “Act”) , such Registration Statement to be effective on or
before the first anniversary of the effectiveness of NGTV’s IPO registration.



          4.1 Certain Definitions. As used in this Section 4, the following terms shall have the
following respective meanings:




     “Holder” shall mean the record owner of Registrable Securities.



     The terms “Register” “Registered” and “Registration” refer to a registration effected by
preparing and filing a registration statement in compliance with the Securities Act (“Registration
Statement”), and the declaration or ordering of the effectiveness of such Registration Statement.



     “Registrable Securities” shall mean all shares of Common Stock not previously sold to the
public and issued to the Holder pursuant to the exercise of this Warrant, or shares of Common Stock
issued with respect to such Common Stock pursuant to splits, dividends and similar distributions
with respect to such Common Stock.



     “Registration Expenses” shall mean all expenses incurred by the Company in complying with
Sections 4.2 and 4.3 of this Agreement, including, without limitation, all federal and state
registration, qualification and filing fees, printing expenses, fees and disbursements of counsel
for the Company, blue sky fees and the expense of any special audits incident to or required by any
such registration, but shall not include Selling Expenses.



     “Selling Expenses” shall mean all underwriting discounts and selling commissions applicable to
the sale of Registrable Securities pursuant to this Agreement and all expenses of any special
counsel for the Holder.



          4.2 Demand Registration.




               (a) Commencing one hundred and eighty (180) days after the Company’s IPO, the Holder may, by
written notice (a “Demand Notice”), require that the Company prepare and file with the Securities
and Exchange Commission (the “Commission”), on or before the forty-fifth day after receipt of the
Demand Notice (the “Filing Deadline”), a Registration Statement to register under the Act all or
any portion of the Holder’s Registrable Securities in the manner specified in the Demand Notice.



               (b) The Company shall use its best efforts to register under the Securities Act, in accordance
with the method of disposition specified in the Demand Notice, which shall not be an underwritten
offering unless agreed to in writing by the Company upon receipt of such Demand Notice, the number
of Registrable Securities specified in the Demand Notice. The Company shall be obligated to
register Registrable Securities pursuant to Section 4.2(a) on one occasion only; provided that such
obligation shall be deemed satisfied only when a Registration Statement covering all Registrable
Securities specified in the Demand Notice received as aforesaid, for sale in accordance with the
method of disposition specified in the Demand Notice, shall have become effective and remained
effective for the period provided in Section 4.2(c).



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               (c) Effectiveness. The Company shall use its best efforts to cause the Registration
Statement to become effective as soon as practicable following the filing thereof, but in no event
later than ninety days after filing of such Registration Statement (the “Registration Deadline”).
The Company shall respond promptly to any and all comments made by the staff of the Commission on
the Registration Statement, and shall submit to the Commission, within three (3) business days
after the Company learns that no review of the Registration Statement will be made by the staff of
the Commission or that the staff of the Commission has no further comments on the Registration
Statement (or, if the Company would be required to include financial statements more current than
those included in its filing with the Commission, three (3) business days after the date on which
the Company is required to file an annual report on Form 10-K (or Form 10-KSB) or quarterly report
on form 10-Q (or Form 10-QSB), as the case may be, including such updated financial statements,
after permitted extension if a Form 12b-25 is timely filed), as the case may be, a request for
acceleration of the effectiveness of the Registration Statement to a time and date not later than
two (2) business days after the submission of such request. The Company will maintain the
effectiveness of the Registration Statement until the earlier to occur of (i) the date on which all
of the Registrable Securities eligible for resale thereunder have been publicly sold pursuant to
either the Registration Statement or Rule 144 and (ii) the date on which all of the Registrable
Securities remaining to be sold under the Registration Statement may be immediately sold to the
public under Rule 144(k) under the Securities Act or any successor provision (“Rule 144(k)”) (the
period beginning on the receipt of the Demand Notice and ending on the earlier to occur of (i) or
(ii) above being referred to herein as the “Registration Period”).



          4.3 Piggyback Registration. Subject to the terms of this Agreement, in the event the Company
decides to Register any shares of its Common Stock for cash (either for its own account or the
account of a security holder), other than pursuant to a Registration Statement which exclusively
relates to the Registration of securities under the Company’s IPO, an employee stock option,
purchase, bonus or other benefit plan, then for so long as the Holder holds Registrable Securities,
the Company will: (1) promptly give the Holder written notice thereof (which shall include a list
of the jurisdictions in which the Company intends to attempt to qualify such securities under the
applicable Blue Sky or other state securities laws) and (2) include in such Registration (and any
related qualification under Blue Sky laws or other compliance), and in any underwriting involved
therein, all the Registrable Securities specified in a written request delivered to the Company by
the Holder within 10 days after delivery of such written notice from the Company. The right of the
Holder to have Registrable Securities included in any Registration Statement shall be conditioned
upon the provision by the Holder of any information reasonably requested by the Company within ten
(10) days of such request.




          4.4 Underwritten Registration. (a) If the Registration of which the Company gives notice is
a Registered public offering, other than the Company’s IPO, involving an underwriting, the Company
shall so advise the Holder as a part of the written notice given pursuant to Subsection 4.2.1. In
such event the right of the Holder to Registration shall be conditioned upon such underwriting.
The Holder shall, together with the Company, enter into an underwriting agreement with the
Underwriter’s Representative for such offering. The Holder shall have no right to participate in
the selection of the underwriters for an offering pursuant to this Section.




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               (b) Withdrawal in Underwritten Registration. If the Holder disapproves of the terms
of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and
the underwriter delivered at least seven (7) days prior to the effective date of the Registration
Statement. Any Registrable Securities or other securities excluded or withdrawn from such
underwriting shall be withdrawn from such Registration.



          4.5 Obligations of the Company and the Holder.




               (a) Underwriting Requirements. In connection with any offering involving an
underwriting of shares of Common Stock pursuant to Sections 4.2 and 4.3 the Company shall not be
required to include any of the Holder’s Registrable Securities in such underwriting unless they
accept the terms of the underwriting as agreed upon between the Company and the underwriters
selected by it.



               (b) Expenses of Registration. All Registration Expenses incurred in connection with
all Registrations pursuant to Sections 4.2 and 4.3 shall be borne by the Company. Selling Expenses
to be borne by the holders of the Registrable Securities Registered shall be borne pro rata on the
basis of the number of Registrable Securities being Registered.



          4.6 Indemnification.




               (a) Company’s Indemnification of the Holder. The Company will indemnify the Holder,
and each of its directors, managers, officers, members, partners or other beneficial owners, and
each person controlling the Holder, with respect to which Registration, qualification or compliance
of Registrable Securities has been effected pursuant to this Warrant, and each underwriter, if any,
and each person who controls any underwriter against all claims, losses, damages or liabilities,
including reasonable legal fees and expenses (or actions in respect thereof) to the extent such
claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or
alleged untrue statement) of a material fact contained in any prospectus or other document
(including any related Registration Statement) incident to any such Registration, qualification or
compliance, or are based on any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein not misleading, or any
violation by the Company of any rule or regulation promulgated under the Securities Act applicable
to the Company and relating to action or inaction required of the Company in connection with any
such Registration, qualification or compliance; and the Company will reimburse the Holder, each of
its Managers, officers, members, partners or other beneficial owners, each such underwriter and
each person who controls the Holder or underwriter for any legal and any other expenses reasonably
incurred in connection with investigating or defending any such claim, loss, damage, liability or
action; provided, however, that the indemnity contained in this Section 4.6 shall not apply to
amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is
effected without the consent of the Company (which consent shall not unreasonably be withheld); and
provided, further, that the Company will not be liable in any such case to the extent that any such
claim, loss, damage, liability or expense arises out of or is based upon any untrue statement or
omission based upon written information furnished to the Company by the Holder, underwriter or
controlling person and stated to be for use in connection with the offering of securities of the
Company.



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               (b) The Holder’s Indemnification of Company. The Holder will, if Registrable
Securities held by the Holder are included in the securities as to which such Registration,
qualification or compliance is being effected pursuant to this Warrant, indemnify the Company, each
of its directors, officers, stockholders, partners or other beneficial owners, each legal counsel
and independent accountant of the Company, each underwriter, if any, of the Company’s securities
covered by such a Registration Statement, and each person who controls the Company or such
underwriter within the meaning of the Securities Act against all claims, losses, damages or
liabilities, including reasonable legal fees and expenses (or actions in respect thereof), to the
extent such claims, losses, damages or liabilities arose out of or based upon any untrue statement
(or alleged untrue statement) of a material fact furnished in writing by the Holder or on the
Holder’s behalf expressly for use in any such Registration Statement, prospectus, offering circular
or other document, or any omission (or alleged omission) to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading, or any violation
by the Holder of any rule or regulation promulgated under the Securities Act applicable to the
Holder and relating to action or inaction required of the Holder in connection with any such
Registration, qualification or compliance; and will reimburse the Company, such Managers, officers,
partners, persons, law and accounting firms, underwriters or control persons for any legal and any
other expenses reasonably incurred in connection with investigating or defending any such claim,
loss, damage, liability or action, in each case to the extent, but only to the extent, that such
untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such
Registration Statement, prospectus, offering circular or other document in reliance upon and in
conformity with written information furnished to the Company by the Holder and stated to be
specifically for use in connection with the offering of securities of the Company; provided,
however, that the Holders’ liability under this Section 4.6 shall not exceed the Holder’s proceeds
from the offering of securities made in connection with such Registration.



               (c) Indemnification Procedure. Promptly after receipt by an indemnified party under
this Section 4.6 of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against an indemnifying party under this Section 4.6, notify
the indemnifying party in writing of the commencement thereof and generally summarize such action.
The indemnifying party shall have the right to participate in and to assume the defense of such
claim; provided, however, that the indemnifying party shall be entitled to select counsel for the
defense of such claim with the approval of any parties entitled to indemnification, which approval
shall not be unreasonably withheld; provided further, however, that if either party reasonably
determines that there may be a conflict between the position of the Company and the Holders in
conducting the defense of such action, suit or proceeding by reason of recognized claims for
indemnity under this Section 4.6, then counsel for such party shall be entitled to conduct the
defense to the extent reasonably determined by such counsel to be necessary to protect the interest
of such party. The failure to notify an indemnifying party promptly of the commencement of any such
action, if prejudicial to the ability of the indemnifying party to defend such action, shall
relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified
party under this Section 4.6, but the omission so to notify the indemnifying party will not relieve
such party of any liability that such party may have to any indemnified party otherwise other than
under this Section 4.6.



10









 





               (d) Subsequent Transferees. The provisions of this Section 4.6 applicable to the
Holder shall apply with equal force and effect to each subsequent transferee to whom any of the
Registrable Securities are transferred with the consent of the Company.



     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.



     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 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 it 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 its own
interests in connection with the purchase of the Warrant 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


11









 







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 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 or pursuant to an effective registration statement, 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 or the registration statement, as applicable, have been satisfied. Each
certificate representing the Warrant or Warrant Shares thus transferred (except a transfer pursuant
to Rule 144 or an effective registration statement) 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.




12









 








     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 by overnight courier or shall be
sent by certified mail, postage prepaid, as follows:



	 	 	 	 	 
	 

	 	 	 	Holder:
	 
	 	 	 	 
	 

	 	 	 	with a copy to:
	 
	 	 	 	 
	 

	 	Company:
	 	NGTV
	 

	 	 	 	9944 Santa Monica Boulevard
	 

	 	 	 	Beverly Hills, CA 90212
	 

	 	 	 	Attention: Jay Vir, Co-President
	 

	 	 	 	Fax: (310) 556-9024






     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 any 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


13









 







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 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


14









 







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 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 Exercise 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.



     14. Representations and Warranties of Company. Company represents and warrants to the Holder
as follows:



          14.1 Good Standing. Company is duly organized and validly exists as a corporation in good
standing under the laws of the State of California.




          14.2 Authority; Enforceability. Company has all such corporate power and authority to enter
into, deliver and perform this Warrant. All necessary corporate action has been duly and validly
taken by Company to authorize the execution, delivery and performance of this Warrant by Company.
This Warrant has been duly and validly authorized, executed and delivered by Company and
constitutes the legal, valid and binding obligation of Company enforceable against Company in
accordance with its terms, except as the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the enforcement of
creditors’ rights generally and by general equitable principles.




          14.3 Reservation of Warrant Shares. The Company now has and will at all times hereafter
reserve and keep available, solely for issuance and delivery upon the exercise of this Warrant,
such Warrant Shares and other shares of Common Stock, securities and property, as from time to time
shall be issuable upon the exercise of this Warrant. The covenants that the Warrant Shares have
been duly and validly reserved for issuance and, upon issuance in accordance with the terms hereof,
will be duly and validly issued, fully paid and nonassessable.




          14.4 Filings. The Company shall have made all filings under applicable federal and state
securities laws necessary to consummate the issuance of this Warrant pursuant to this Agreement in
compliance with such laws, except for such filings as may be made properly after the Grant Date.




          14.5 Consents or Approvals. If there are parties to any stock purchase agreements whose
consent or approval is required prior to the execution and delivery of this Warrant, the Company
and any such parties shall have entered into an amendment to each such stock purchase agreement to
provide for such consent and any required waivers, in such form and substance acceptable to the
Holder, and such amendment shall be in full force and effect as of the date hereof. If there are
parties to any investor’s rights agreements whose consent or


15









 







approval is required prior to the execution and delivery of this Warrant, the Company and any
such parties shall have entered into an amendment to each such investor’s rights agreement
providing for such consent and any required waivers, in such form and substance acceptable to
Holder, and such amendment shall be in full force and effect as of the date hereof.




          14.6 Capitalization. As of the date hereof, the authorized capital stock of the Company shall
be as stated in the Company’s registration statement as filed with the Securities and Exchange
Commission on April 12, 2006 (reg no. 333-131508) (“IPO Registration Statement”). As of the date
hereof, except for the Warrant and except as set forth in the IPO Registration Statement, the
Company shall not have outstanding any stock or securities convertible or exchangeable for any
shares of its capital stock or containing any profit participation features, nor shall it have
outstanding any rights, warrants or options to subscribe for or to purchase its capital stock or
any stock or securities convertible into or exchangeable for its capital stock or any stock
appreciation rights or phantom stock plans. The IPO Registration Statement truthfully and
accurately sets forth all outstanding options and rights to acquire the Company’s capital stock.
As of the date hereof, except as set forth in the IPO Registration Statement, the Company shall not
be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire
any shares of its capital stock or any warrants, options or other rights to acquire its capital
stock. As of the date hereof, all of the outstanding shares of the Company’s capital stock shall
be validly issued, fully paid and nonassessable.




[The remainder of this page is intentionally left blank.]




16









 








     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its officer,
thereunto duly authorized as of the___th day of April, 2006.



	 	 	 	 	 
	 	COMPANY:





NGTV 

 	 
	 	By:  	 	 
	 	 	Name:  	Jay Vir 	 
	 	 	Title:  	Co-President 	 



17









 






	 	 	 	 	 



FORM OF EXERCISE




(To be signed only upon exercise of Warrant)




	 	 	 	 	 
	 

	 	To:
	 	NGTV
	 

	 	 	 	9944 Santa Monica Boulevard
	 

	 	 	 	Beverly Hills, CA 90212
	 

	 	 	 	Attention: Co-President






     [1. 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.]



     [1. The undersigned, the holder of the attached Common Stock Warrant, hereby elects to
exercise the purchase right represented by such Warrant for, and to purchase
                                                    shares of Common Stock of NGTV (the “Company”) pursuant to a non-cash
exercise of the Warrant as provided in Section 1.2 of the Warrant.]



     2. Check here if applicable: ___The undersigned confirms that this exercise is made in
connection with the occurrence of a public offering, sale or merger of the Company, and the
undersigned further elects to condition this exercise of the Warrant upon the consummation of said
public offering, sale or merger of the Company. This exercise shall not be deemed to be effective
until the consummation of such transaction. In the event that transaction is not consummated
within 45 days of the targeted date of the transaction, the undersigned will advise Company whether
or not this exercise should be deemed rescinded.



     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:                    




	 	 	 	 	 
	 

	 	 
	 
	 

	 	Name:	 	 
	 

	 	 	 
	 

	 	Title: