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ONE-TIME WAIVER OF REGISTRATION
RIGHTS FOR IPO
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”);
WHEREAS ,
the Company intends to sell certain shares of its Common Stock to
the public pursuant to an anticipated firm commitment Initial
Public Offering with Capital Growth Financial LLC (the
“Underwriter”) for approximately $25,000,000 (the
“IPO”);
WHEREAS ,
the Underwriter has required waiver of any and all registration
rights by all existing shareholders of the Company as a condition
to moving forward with and closing the IPO;
WHEREAS ,
the Agreement provides the Holders (defined therein) with certain
demand and piggyback registration rights as set forth in
Sections 2.2 and 2.3 thereof, which rights may be waived by a
majority of the Holders pursuant to the authority of S
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