Ngtv Watch

EX-4.23

from S-1/A 4 pages 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

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EX-4.20

from S-1/A 15 pages Warrant Agreement Ngtv and U.S. Stock Transfer Corporation Warrant Agent , 2006 Warrant Agreement

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EX-4.16

from S-1/A 4 pages Summary of the Terms of the Warrant

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EX-4.14

from S-1/A 20 pages Ngtv and Capital Growth Financial, LLC Form of Representative’s Option Agreement for Units Dated as of , 2006

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EX-4.23

from S-1/A 4 pages 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

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EX-4.20

from S-1/A 15 pages Warrant Agreement Ngtv and U.S. Stock Transfer Corporation Warrant Agent , 2006 Warrant Agreement

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EX-4.16

from S-1/A 4 pages Warrants to Purchase 1/2 Share of Common Stock of Ngtv

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EX-4.14

from S-1/A 17 pages Ngtv and Capital Growth Financial, LLC Form of Representative’s Option Agreement for Units Dated as of , 2006

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EX-4.1

from S-1/A 4 pages Form of Lock-Up Agreement , 2006

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EX-4.23

from S-1/A 4 pages Certificate Number Units U- See Reverse for Certain Definitions Ngtv Incorporated Under the Laws of the State of California

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EX-4.20

from S-1/A 15 pages Warrant Agreement Ngtv and U.S. Stock Transfer Corporation Warrant Agent , 2006 Warrant Agreement

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EX-4.16

from S-1/A 4 pages Form Text for Warrant Ngtv [Face Side]

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EX-4.14

from S-1/A 17 pages Ngtv and Capital Growth Financial LLC Form of Representative’s Option Agreement for Units Dated as of , 2006

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EX-4.22

from S-1 2 pages Re: Post-Ipo Registration Rights Dear Ngtv Note Holder

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EX-4.21

from S-1 7 pages 10% Convertible Promissory Note

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EX-4.19

from S-1 14 pages Common Stock Purchase Agreement

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EX-4.18

from S-1 7 pages 2. Interest Payments. Commencing 30 Days After the Date Hereof, Accrued but Unpaid Interest on This Note Shall Be Due and Payable on the 1st of Each Calendar Month Thereafter. Interest Payments Shall Be Made in Cash or by Wire Transfer as Instructed by the Holder From Time to Time. Whenever Any Payment Required Under the Terms of This Note Shall Be Stated to Be Due on a Day Other Than a Business Day, Such Payment Shall Be Made on the Next Succeeding Business Day, and Such Extension of Time Shall in Such Case Be Included in the Computation of Payment of Interest. 3. Mandatory Conversion

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EX-4.17

from S-1 8 pages 2. Interest Payments. Commencing 30 Days After the Date Hereof, Accrued but Unpaid Interest on This Note Shall Be Due and Payable on the 1st of Each Calendar Month Thereafter. Interest Payments Shall Be Made in Cash or by Wire Transfer as Instructed by the Holder From Time to Time. Whenever Any Payment Required Under the Terms of This Note Shall Be Stated to Be Due on a Day Other Than a Business Day, Such Payment Shall Be Made on the Next Succeeding Business Day, and Such Extension of Time Shall in Such Case Be Included in the Computation of Payment of Interest. 3. Mandatory Election

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EX-4.15

from S-1 2 pages This Certificate Is Not Valid Unless Countersigned by the Transfer Agent and the Registrar. Number Shares Cusip: To Come This Certifies That Is the Record Holder of Fully Paid and Nonassessable Shares, Without Par Value, of Common Stock of Ngtv, a California Corporation, Transferable on the Books of the Corporation in Person or by Duly Authorized Attorney on Surrender of This Certificate Properly Endorsed. Dated: Witness the Facsimile Signatures of Its Duly Authorized Officers Kourosh Taj President Jay Vir Secretary Countersigned and Registered U.S. Stock Transfer Corporation Transfer Agent and Registrar by Authorized Signature

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EX-4.13

from S-1 10 pages Warrant to Purchase 100,000 Shares of Common Stock of Ngtv

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