WARRANT AGREEMENT NGTV and Warrant AgentWarrant Agreement • June 26th, 2006 • NGTV • Cable & other pay television services • California
UNDERWRITING AGREEMENTUnderwriting Agreement • June 26th, 2006 • NGTV • Cable & other pay television services • Florida
NGTV a California corporation [5,997,174] Units1 Consisting of One Share of Common Stock and One Redeemable Common Stock Purchase Warrant AGREEMENT AMONG UNDERWRITERSUnderwriting Agreement • June 26th, 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 • June 26th, 2006 • NGTV • Cable & other pay television services • Florida
SELLING SECURITY HOLDER UNDERWRITING AGREEMENTSelling Security Holder Underwriting Agreement • June 26th, 2006 • NGTV • Cable & other pay television services • Florida
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
Form of Lock-Up AgreementLock-Up Agreement • June 26th, 2006 • NGTV • Cable & other pay television services • Florida
This letter agreement (this “Agreement”) relates to the proposed public offering (the “Offering”) by NGTV, a California corporation (the “Company”), of Units comprised of shares of common stock of the Company (the “Common Stock”) and warrants to purchase Common Stock.
CAPITAL GROWTH FINANCIAL, LLC Suite 750 225 N.E. Mizner Blvd. Boca Raton, FL 33432Financial Advisory and Investment Banking Agreement • June 26th, 2006 • NGTV • Cable & other pay television services • Florida
We are pleased that NGTV, a California corporation (the “Company”) has decided to retain Capital Growth Financial, LLC (“CGF”) to provide general financial advisory and investment banking services to the Company as set forth herein. This letter agreement (this “Agreement”) will confirm CGF’s acceptance of such retention and set forth the terms of our engagement.
NGTV AND CAPITAL GROWTH FINANCIAL, LLC FORM OF REPRESENTATIVE’S OPTION AGREEMENT FOR UNITS Dated as of , 2006Representative’s Option Agreement for Units • June 26th, 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”).
