WARRANT AGREEMENT NGTV and Warrant AgentWarrant Agreement • July 20th, 2006 • NGTV • Cable & other pay television services • California
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
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.
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.
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”).
