WARRANT AGREEMENT NGTV and Warrant AgentWarrant Agreement • July 20th, 2006 • NGTV • Cable & other pay television services • California
NGTV STOCK OPTION AGREEMENTStock Option Agreement • February 3rd, 2006 • NGTV • California
THIS STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of the Date of Grant set forth below (the “Date of Grant”) by and between NGTV, a California corporation (the “Company”), and the Optionee named below (“Optionee”) pursuant to that certain Employment Agreement, dated as of February 12, 2004, by and between the Company and Optionee (the “Employment Agreement”). Capitalized terms not defined herein shall have the meanings assigned to them in the Employment Agreement.
NGTV a California corporation UNDERWRITING AGREEMENT [5,997,174] Units, each Unit consisting of One (1) Share of Common Stock and One (1) Redeemable Common Stock Purchase WarrantUnderwriting Agreement • July 20th, 2006 • NGTV • Cable & other pay television services • Florida
NGTV a California corporation [5,997,174] Units 1 Consisting of One Share of Common Stock and One Redeemable Common Stock Purchase Warrant AGREEMENT AMONG UNDERWRITERSUnderwriting Agreement • July 20th, 2006 • NGTV • Cable & other pay television services • Florida
Capital Growth Financial, LLC As Representative of the several Underwriters named in Schedule I hereto 225 NE Minzer Blvd Suite 750 Boca Raton, FL 33432
CAPITAL GROWTH FINANCIAL, LLC 225 Mizner Blvd. Suite 750 Boca Raton, FL 33432 SELECTED DEALERS AGREEMENTSelected Dealers Agreement • July 20th, 2006 • NGTV • Cable & other pay television services • Florida
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 12th, 2006 • NGTV • Cable & other pay television services • California
This EXECUTIVE EMPLOYMENT AGREEMENT is effective as of July 1, 2003, by and between Netgroupie, a California corporation (“Company”), and Janak Vibhakar, an individual (“Executive”). In consideration of the mutual covenants, terms and conditions hereinafter contained, and for other good and valuable consideration, the parties hereby agree as follows:
INTERVIEW CONSENT AND RELEASE FORMInterview Consent and Release Form • February 3rd, 2006 • NGTV • California
This Agreement (“Agreement”) is made and entered into by and between NGTV (“Company”) and the artist(s) p/k/a “ ” (“Artist”) with respect to the recorded transmission by Company of Artist’s interview, and miscellaneous live performance footage, B-roll, etc. scheduled to take place on June 30, 2005 (the “Event”).
CONSULTING AND LICENSE AGREEMENTConsulting and License Agreement • July 20th, 2006 • NGTV • Cable & other pay television services • California
This Agreement is entered into as of February 12, 2004 (the “Effective Date”), by and between NGTV (“Company”) and Gene Simmons (“Consultant”) with respect to the services of Consultant (as more fully defined below) in connection with exploitation of the Programs (as defined below) and the growth of the business of the Company.
CONFIDENTIAL TREATMENT REQUESTED** LICENSE AGREEMENTLicense Agreement • April 12th, 2006 • NGTV • Cable & other pay television services • New York
Alcoholic Beverages (Excluding Beer) Firearms Tobacco (including, but not limited to Cigars, Cigarettes and Smokeless Tobacco) Gaming Websites or Establishment Political Action Committees or Organizations Political Candidates Religious Organizations Competitive Distribution Platforms (e.g., Direct TV, AT&T, Verizon, EchoStar)
SELLING SECURITY HOLDER UNDERWRITING AGREEMENTSelling Security Holder Underwriting Agreement • July 20th, 2006 • NGTV • Cable & other pay television services • Florida
CONSULTING AGREEMENTConsulting Agreement • July 20th, 2006 • NGTV • Cable & other pay television services • California
This Agreement is entered into as of July 28, 2004 (the “Effective Date”), by and between NGTV (“Company”) and Richard Abramson (“Consultant”) with respect to the services of Consultant (as more fully defined below) in connection with exploitation of the Programs (as defined below) and the growth of the business of the Company.
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • February 3rd, 2006 • NGTV • California
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of February 12, 2004 by and among NGTV, a California corporation (the “Company”) and each person listed on Schedule A, attached hereto (individually a “Purchaser” and collectively, the “Purchasers”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 5th, 2006 • NGTV • Cable & other pay television services
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of April ___, 2006 by and between NGTV, a California corporation (the “Company”) and , LLC, a Delaware limited liability company (the “Subscriber”).
Warrant to Purchase 100,000 Shares of Common stock of NGTV (Void after October 27, 2009 5:00 pm PST)Warrant Agreement • February 3rd, 2006 • NGTV • California
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 cas
NGTV INVESTOR RIGHTS AGREEMENT February 12, 2004Investor Rights Agreement • February 3rd, 2006 • NGTV • California
This Investor Rights Agreement (this “Agreement”) is entered into as of February 12. 2004, by and among NGTV , a California corporation (the “Company”) and the persons and entities listed on Schedule A hereto, (the “Investors” and each individually as an “Investor”), Kourosh Taj, Janak Vibhakar (each referred to herein as a “Founder” and collectively as the “Founders”) and Gene Simmons LLC, Allan Brown and Richard Abramson LLC (each referred to herein as a “Principal Shareholder” and collectively as the “Principal Shareholders”).
ContractContent Hosting Services Agreement • June 26th, 2006 • NGTV • Cable & other pay television services
PLEASE READ VERY CAREFULLY THESE TERMS AND CONDITIONS AND THE PROGRAM FREQUENTLY ASKED QUESTIONS LOCATED ON THE PROGRAM WEBSITE AT https://upload.video.google.com/ (THE “FAQ”) BEFORE REGISTERING FOR THE GOOGLE VIDEO UPLOAD PROGRAM (THE “PROGRAM”). THE TERMS AND CONDITIONS OF THIS CONTENT HOSTING SERVICES AGREEMENT (THE “AGREEMENT”) GOVERN YOUR PROVISION OF CONTENT TO GOOGLE (INCLUDING, IF APPLICABLE, YOUR DOWNLOAD AND USE OF THE VIDEO UPLOADER SOFTWARE (THE “UPLOADER”)) FOR POSSIBLE INCLUSION IN THE PROGRAM. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU HAVE NO RIGHT TO PARTICIPATE IN THE PROGRAM OR TO DOWNLOAD OR USE THE UPLOADER. THIS AGREEMENT BETWEEN YOU (AS DEFINED BELOW) AND GOOGLE INC. AND ITS AFFILIATES (“GOOGLE” OR “WE” OR “US”) IS SUBJECT TO CHANGE BY GOOGLE AT ANY TIME IN ITS SOLE AND ABSOLUTE DISCRETION. BY CLICKING ON THE “I ACCEPT” BUTTON BELOW OR BY SIGNING THIS AGREEMENT YOU (I) ACCEPT THIS AGREEMENT EITHER FOR YOURSELF OR ON BEHALF OF YOUR EMPL
WE’RE WITH THE BANDTM PERFORMANCE CONSENT AND RELEASE FORMPerformance Consent and Release Form • February 3rd, 2006 • NGTV • California
This Agreement (“Agreement”) is made and entered into by and between Netgroupie (“Company”), located at 1900 Avenue of the Stars, Suite 760, Los Angeles, California 90067, and the musical artists p/k/a “ ” (“Artist”) and (“Label”) with respect to the live and recorded transmission by Company of Artist’s musical performances scheduled to take place at [venue], [city], [state], on [date] (the “Event”).
NGTV AND CAPITAL GROWTH FINANCIAL LLC FORM OF REPRESENTATIVE’S OPTION AGREEMENT FOR UNITS Dated as of _________________, 2006Representative’s Option Agreement for Units • June 5th, 2006 • NGTV • Cable & other pay television services • Florida
REPRESENTATIVE’S OPTION AGREEMENT FOR UNITS dated as of , 2006 among NGTV, a California corporation (the “Company”) and CAPITAL GROWTH FINANCIAL LLC, the representative of the underwriters, a Florida limited liability company (hereinafter referred to variously as the “Holder”, “Underwriter” or “Representative”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 12th, 2006 • NGTV • Cable & other pay television services • California
This Employment Agreement (the “Agreement”) is made as of April 10, 2006 (the “Effective Date”) by and between John Burns (the “Executive”) and NGTV, a California corporation (the “Company”).
FIRST AMENDMENT TO KOUROSH TAJ EMPLOYMENT AGREEMENTEmployment Agreement • February 3rd, 2006 • NGTV • California
This First Amendment, dated as of February 12, 2004, is made by and between NGTV, a California corporation (“Company”), and Koursoh Taj, an individual (“Executive”).
NGTV VOTING AGREEMENTVoting Agreement • February 3rd, 2006 • NGTV • California
This Voting Agreement (this “Agreement”) is made and entered into as of February 12, 2004 by and among NGTV, a California corporation (the “Company”), each of the persons and entities listed on Schedule A (collectively referred to as the “Investors”), Kourosh Taj and Janak Vibhakar (each referred to herein as a “Founder” and collectively as the “Founders”) and Gene Simmons LLC, Allan Brown and Richard Abramson LLC (each referred to herein as a “Principal Shareholder” and collectively as the “Principal Shareholders”).
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • February 3rd, 2006 • NGTV • California
This Note and Warrant Purchase Agreement (this “Agreement”) is dated as of July 15, 2005, among NGTV, a California corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ONE-TIME WAIVER OF REGISTRATION RIGHTS FOR IPO September 9, 2005 RECITALSOne-Time Waiver of Registration Rights for Ipo • February 3rd, 2006 • NGTV • California
WHEREAS, NGTV, Inc., a California corporation (the “Company”) and the undersigned Majority Holders of the Registrable Securities of the Company (“Majority Holders”) and others have entered into that certain Investor Rights Agreement dated as of February 12, 2004 (the “Agreement”);
OFFICE LEASEOffice Lease • February 3rd, 2006 • NGTV
THIS LEASE made as of the January 20, 2004, between 9944 SANTA MONICA, LLC, a Delaware limited liability company (“Landlord”), and SBA1, LLC, a Delaware limited liability company (“Tenant”).
ONE-TIME WAIVER OF REGISTRATION RIGHTS UNDER NOTE AND WARRANT PURCHASE AGREEMENT September 9, 2005One-Time Waiver of Registration Rights • February 3rd, 2006 • NGTV • California
Reference is hereby made to that certain Note and Warrant Purchase Agreement (the “Purchase Agreement”), dated as of July 15, 2005 and entered into by and among NGTV, a California corporation (the “Company”) and the purchasers identified on the signature pages therein, (collectively the “Purchasers”). All capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement.
VOTING AGREEMENT WITH PRINCIPAL SHAREHOLDERSVoting Agreement • February 3rd, 2006 • NGTV • California
This Voting Agreement with Principal Shareholders (this “Agreement”) is made and entered into as of February 12, 2004, by and among Keith Stein (“Stein”), on the one hand, and Gene Simmons LLC, Allan Brown and Richard Abramson LLC, on the other hand (each referred to herein as a “Principal Shareholder” and collectively as the “Principal Shareholders”).
NGTVUnit Certificate Agreement • July 20th, 2006 • NGTV • Cable & other pay television services
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.
NGTV AND CAPITAL GROWTH FINANCIAL, LLC FORM OF REPRESENTATIVE’S OPTION AGREEMENT FOR UNITS Dated as of __________________, 2006Representative’s Option Agreement for Units • July 20th, 2006 • NGTV • Cable & other pay television services • Florida
REPRESENTATIVE’S OPTION AGREEMENT FOR UNITS dated as of _______________, 2006 among NGTV, a California corporation (the “Company”) and CAPITAL GROWTH FINANCIAL, LLC, the representative of the underwriters, a Florida limited liability company (hereinafter referred to variously as the “Holder”, “Underwriter” or “Representative”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 3rd, 2006 • NGTV • California
This EXECUTIVE EMPLOYMENT AGREEMENT is effective as of February 12, 2004 (the “Commencement Date”), by and between NGTV, a California corporation (“Company”), and ALLAN BROWN, an individual (“Executive”). In consideration of the mutual covenants, terms and conditions hereinafter contained, and for other good and valuable consideration, the parties hereby agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • February 3rd, 2006 • NGTV • California
ANTI-DILUTION AGREEMENTAnti-Dilution Agreement • February 3rd, 2006 • NGTV
This Anti-Dilution Agreement (this “Agreement”) is made and entered into as of February 12, 2004, by and among NGTV, a California corporation (the “Company”), Gene Simmons LLC, Allan Brown, and Richard Abramson LLC (each referred to herein as a “Principal Shareholder” and collectively as the “Principal Shareholders”) and the purchasers participating in the Financing (each referred to herein as an “Investor” and collectively referred to as the “Investors”).
NGTV 9944 Santa Monica Boulevard Beverly Hills, California 90212 November 1, 2005Board of Directors Appointment Agreement • February 3rd, 2006 • NGTV • California
On behalf of NGTV (the “Company”), I am pleased to have you continue your service on the Company’s Board of Directors. This letter (the “Agreement”) sets forth the terms that the Company is offering to you.
ASSIGNMENT OF LEASEAssignment of Lease • February 3rd, 2006 • NGTV
This Assignment of Lease is made and entered into as of October 20, 2004, among SAB1, LLC, a Delaware limited liability company (“Assignor”), NGTV, a California corporation (“Assignee”), and 9944 Santa Monica, LLC, a Delaware limited liability company (“Landlord”). All capitalized terms used but not defined herein shall have the meanings set forth in that certain Office Lease dated as of January 20, 2004, and amended by that certain First Amendment to Office Lease dated as of January 29, 2004 and by that certain Second Amendment to Office Lease dated as of February 6, 2004, by and between Landlord and Assignor (erroneously referred to therein as SBA1, LLC, a Delaware limited liability company) (collectively, the “Lease”).
PARTICIPANT RELEASEParticipant Release • February 3rd, 2006 • NGTV
In full and complete consideration of my participation in this production (the “Program”), I agree that NGTV (“you”) may photograph me, in any manner you desire, and record my voice, conversation, and sounds made by me on the Program. I agree you are the sole owner of all the results and proceeds of such photography and recording, with the right for yourselves, your assigns and your licensees, forever and throughout the universe, to use the forgoing material and any portion thereof and my name, voice, likeness, and biographical material and editorial comments concerning me, in all media and other forms of exploitation now known or hereafter developed and in connection with the advertising, sale, and publicizing of any such use including, but not limited to, Internet, merchandising, and all broadcast and non-broadcast m media. The rights granted herein shall include and not be limited to the right to alter, edit and combine material involving myself, and others, and to include the mater
Master Lease AgreementMaster Lease Agreement • February 3rd, 2006 • NGTV • Connecticut
THIS MASTER LEASE AGREEMENT (“Agreement”)is effective as of the date executed by Lessor (“Effective Date”) and is entered into by and between AVID FINANCIAL SERVICES having an office at 10 Riverview Drive, Danbury, Connecticut 06810 (together with any successor or assignee, “Lessor”), and NGTV, a Corporation with its principal place of business at 9944 Santa Monica Blvd., Beverly Hills, California 90212 (together with any successor or permitted assignee, “Lessee”).
