On December 16, 2005, we effected a 23.23-for-1 reverse split of our common stock. Unless otherwise indicated, all discussions included in this prospectus relating to the outstanding shares of our common stock, including common stock to be issued upon the exercise of warrants and options, as well as per share dollar amounts, refer to post-split shares

Exhibit 4.4

EXECUTION COPY

NGTV

VOTING AGREEMENT

     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”).

RECITALS

     WHEREAS, the Investors are the beneficial owners of common stock of the Company as set forth in Schedule A;

     WHEREAS, the Founders are the beneficial owners of common stock of the Company as set forth on Schedule B hereto;

     WHEREAS, the Principal Shareholders are the beneficial owners of common stock of the Company as set forth on Schedule C hereto;

     WHEREAS, the Investors acquired their shares of common stock in connection with or pursuant to a financing of up to $7,000,000 of units of the Company each unit consisting of one share of common stock in the capital of the Company and one-half of one common stock purchase warrant (the “Financing”); and

     WHEREAS, the Founders, the Principal Shareholders and the Investors have agreed to provide for the future voting of their shares of the Company’s capital stock as set forth below.

     NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

1. VOTING CONTROL.

     1.1 Founder Shares; Principal Shareholder Shares; Investor Shares.

          (a) The Founders each will hold all shares of voting capital stock of the Company registered in their respective names or beneficially owned by them as of the date hereof and any and all other securities of the Company legally or beneficially acquired by each of the Founders after the date hereof (hereinafter collectively referred to as the “Founder

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Shares”) subject to, and to vote the Founder Shares in accordance with, the provisions of this Agreement.

          (b) The Principal Shareholders each will hold all shares of voting capital stock of the Company registered in their respective names or beneficially owned by them as of the date hereof and any and all other securities of the Company legally or beneficially acquired by each of the Principal Shareholders after the date hereof (hereinafter collectively referred to as the “Principal Shareholder Shares”) subject to, and to vote the Principal Shareholder Shares in accordance with, the provisions of this Agreement.

          (c) The Investors each will hold all shares of voting capital stock of the Company registered in their respective names or beneficially owned by them as of the date hereof and any and all other securities of the Company legally or beneficially acquired by each of the Investors after the date hereof (hereinafter collectively referred to as “Investor Shares”) subject to, and to vote the Investor Shares in accordance with, the provisions of this Agreement.

     1.2 Directors.

          (a) On all matters relating to the election of directors of the Company, the Founders, Principal Shareholders and the Investors will vote, or cause to be voted, all Founder Shares, Principal Shareholder Shares and Investor Shares held by them (or the holders thereof shall consent pursuant to an action by written consent of the holders of capital stock of the Company) so as to elect members of the Company’s Board of Directors as follows:

	(i)		the three (3) nominees selected by a majority in interest of the Founders;
	(ii)		the three (3) nominees selected by a majority in interest of the Principal Shareholders; and
	(iii)		the two (2) nominees selected by a majority in interest of the Investors.

          (b) A quorum for a meeting of the Board of Directors shall be six (6) directors provided that there is present at least one nominee of the Founders, one nominee of the Principal Shareholders and one nominee of the Investors. If a quorum is not present at the time appointed for a meeting, or within such reasonable time thereafter as the directors present may determine, the directors present may adjourn the meeting to a fixed time (not to less than 7 days following such adjournment) and place (the “Adjourned Meeting”) but may not transact any other business. At least 7 days prior Notice shall be given of the time and place of the Adjourned Meeting, and the manner for participating in the Adjourned Meeting telephonically. At any Adjourned Meeting of the Board of Directors, the directors in attendance regardless of number or constitution thereof, shall be deemed to constitute a quorum for the transaction of business at such Adjourned Meeting.

          (c) Any vote or other action taken to remove a director shall require the consent or vote of a majority in interest of the shareholders entitled to designate such director, and any vote or other action to fill any vacancy created by the resignation, removal or death of a

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director shall also be subject to the provisions of Section 1.2(a). The parties to this Agreement agree to vote their shares consistently with this provision.

          (d) Except for those matters set forth in Section 1.2(b) and (e), all matters requiring approval by the Board of Directors shall require the approval of a majority of the directors present at a duly constituted meeting at which a quorum or deemed quorum is present as provided for in Section 1.2(b) hereof.

          (e) Notwithstanding Section 1.2(d) hereof, the matters set forth below shall, in addition to any approval required by the shareholders of the Company by reason of statute contract, or otherwise, require the approval of not less than 75% of the members of the Board of Directors:

	(i)		any transaction involving the Company and (whether directly or indirectly) a Related Party (as hereinafter defined) of a director (a “Related Party Transaction”);
	(ii)		any voluntary dissolution, winding-up or liquidation of the Company;
	(iii)		any issuance, authorization, designation or obligation to issue, whether by reclassification, recapitalization, or otherwise, of any new class or series of stock or any other securities convertible into, or exchangeable or exercisable for, equity securities of the Company ranking senior to the Common Stock in right of liquidation, voting or dividends or any other right; or
	(iv)		any issuance of equity securities including any securities exercisable, exchangeable or convertible into an equity security representing in excess of 10% of the Company’s outstanding capital stock, provided that the foregoing shall not apply to any such stock issuances in connection with or ancillary to a matter already approved by the Board of Directors including, without limitation, any of the transactions referred to in Section 2.1 including any Corporate Reorganization that does not result in a Change of Control, or any issuance from treasury to an entity purchasing an equity interest in the Company.

For the purposes of this Section 1.2(e) “Related Party” shall mean a director and any related party of the director within the meaning of Section 267(b) of the Internal Revenue Code of 1986, as amended, and any person that directly or indirectly controls, is controlled by, or is under common control with the person in question, any person who was a Related Party during the previous 12 months or is substantially likely to become a Related Party during the following 6 months, any person that may receive a financial benefit in the expectation that that person will give a corresponding financial benefit to a related party or a director, a shareholder or holder of other securities of the Company, and any person in which the director or a related party of the director has a material financial interest pursuant to California Corporations Code Section

 

 

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