NGTV INVESTOR RIGHTS AGREEMENT

Exhibit 4.2

EXECUTION COPY

NGTV

INVESTOR RIGHTS AGREEMENT

February 12, 2004

TABLE OF CONTENTS

     This Investor Rights Agreement (this “ Agreement ”) is entered into as of February 12. 2004, by and among NGTV , a California corporation (the “ Company ”) and the persons and entities listed on Schedule A hereto, (the “ Investors ” and each individually as an “ Investor ”), Kourosh Taj, 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, pursuant to the terms of the Subscription Agreements and the Agency Agreement, the Investors are purchasing units (“ Units ”) of the Company (the “ Financing ”) each Unit consisting of one share of Common Stock of the Company (a “ Unit Share ”) and one-half of a warrant (each a “ Warrant ”) each whole Warrant entitling the holder to purchase one share of Common Stock (a “ Warrant Share ”) for $0.365 for a period of 12 months following the Closing Date (as defined in the Subscription Agreements);

      WHEREAS, the obligations of the Investors pursuant to the Subscription Agreements are conditional, among other things, upon the execution and delivery of this Agreement;

      WHEREAS, as part of the Financing, the HJG Note has been converted into Units in accordance with the terms thereof and the Agency Agreement; and

      WHEREAS, in connection with the consummation of the Financing, the parties desire to enter into this Agreement to grant registration, information rights and other rights to the Investors as set forth below.

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

ARTICLE I — GENERAL

1.1 Definitions

     As used in this Agreement the following terms shall have the following respective meanings:

      “Agency Agreement” means the Agency Agreement dated the date hereof by and between the Company and the Agent;

      “Agent” means Standard Securities Capital Corporation;

      “Agent’s Compensation Shares” means the shares of Common Stock of the Company issued upon exercise by the Agent of the Agent’s Compensation Option in accordance with its terms;

      “Agent’s Warrant Shares” means the shares of Common Stock of the Company issued upon exercise of the Agent’s Warrants, in accordance with its terms;

      “Canadian Go Public Transaction” means a transaction whereby the Company becomes a publicly traded company on a recognized stock exchange in Canada whether pursuant to: (i) a final prospectus for which a receipt has been issued by a securities commission or similar regulatory body in Canada; or (ii) pursuant to a reverse take-over, statutory amalgamation, statutory arrangement or similar transaction involving the Company and which, in each case, results in the Common Stock of the Company or the common stock of the resulting issuer being listed on a recognized stock exchange in Canada;

      “Common Stock” means the shares of common stock in the capital of the Company;

      “Executive Officers” means the Chief Executive Officer, Chief Financial Officer, and such other officers who are in a position to direct the policy of the Company;

      “Exchange Act” means the Securities Exchange Act of 1934, as amended;

      “Financing” has the meaning given to such term in the Recitals;

      “Form S-3” means such form under the Securities Act as in effect on the date hereof or any successor or similar registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC;

      “Founder Shares” mean all shares of Common Stock registered in the respective names of the Founders or beneficially owned by them as of the date hereof and as more specifically set out in Schedule B and any other securities issuable with respect to or in exchange for such shares of Common Stock;

      “Founders” means Janak Vibhakar and Kourosh Taj;

      “HJG Note” means the promissory note dated as of January 16, 2004 evidencing the loan in the amount of $250,000 made by HJG Partnership to the Company;

      “Holder” means any person owning of record Registrable Securities that have not been sold to the public or any assignee of record of such Registrable Securities in accordance with Section 2.10 hereof.

      “Initial Offering” means the Company’s first firm commitment underwritten public offering of its Common Stock to the general public registered under the Securities Act.

      “Principal Shareholder Shares” mean all shares of Common Stock registered in the respective names of the Principal Shareholders or beneficially owned by them as of the date hereof and as more specifically set out in Schedule C and any other securities issuable with respect to or in exchange for such shares of Common Stock, including with respect to such

options to acquire Common Stock held by the Principal Shareholders respectively and as set out in Schedule C;

     “ Principal Shareholders ” mean Gene Simmons LLC, [Allan Brown] and Richard Abramson LLC;

      “Register”, “registered”, and “registration” refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document;

      “Registrable Securities” means (i) the Shares, the Warrant Shares, the Agent’s Compensation Shares and the Agent’s Warrant Shares, if any, and (ii) any other securities issued or issuable with respect to or in a exchange for Registrable Securities. Notwithstanding the foregoing, Registrable Securities shall not include any securities sold by a person to the public either pursuant to a registration statement or Rule 144 or sold in a private transaction in which the transferor’s rights under Section 2 of this Agreement are not assigned;

      “Registrable Securities then outstanding” means the number of shares determined by calculating the total number of shares of the Company’s Common Stock that are Registrable Securities and either (a) are then issued and outstanding or (b) are issuable pursuant to then exercisable or convertible securities;

      “Registration Expenses” means all expenses incurred by the Company in complying with Sections 2.2, 2.3 and 2.4 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, reasonable fees and disbursements of a single special counsel for the Holders, blue sky fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company);

      “SEC” or “Commission” means the Securities and Exchange Commission;

      “Securities Act” means the Securities Act of 1933, as amended;

      “Selling Expenses” means all underwriting discounts and selling commissions applicable to the securities registered by the Holders;

      “Shares” means the shares of Common Stock forming part of the Units issued pursuant to the terms of the Agency Agreement and the Subscription Agreements including those issued shares pursuant to the mandatory conversion requirements contained in the HJG Note and those Shares issued to Modena Investments Inc. pursuant to its convertible note;

      “Special Registration Statement” shall mean a registration statement relating to any employee benefit plan or with respect to any corporate reorganization or other transaction under Rule 145 of the Securities Act;

      “Subscription Agreements” means the subscription agreements entered into between the Investors and the Company in respect of the purchase of Units;

      “Units” has the meaning given to such terms in the Recitals;

      “Warrants” has the meaning given to such term in the Recitals;

      “Warrant Shares” has the meaning given to such term in the Recitals;

ARTICLE II — REGISTRATION; RESTRICTIONS ON TRANSFER

2.1 Restrictions on Transfer

(a) Each Holder will not make any disposition of all or any portion of the Common Stock or Registrable Securities unless and until:

(i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or

(ii) (A) The transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (C) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances or where the disposition is made by an Investor who is not a U.S. Person within the meaning of Regulation D under the Securities Act and such trade is completed wholly outside of the United States.

(iii) Notwithstanding the provisions of paragraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (A) a partnership to its partners or former partners in accordance with partnership interests, (B) a corporation to its shareholders in accordance with their interest in the corporation, (C) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) otherwise an “affiliate” of a Holder as such term is defined in Rule 405 of the Securities Act; provided that in each case the transferee will be subject to the terms of this Agreement to the same extent as if he were an original Holder hereunder.

(iv) The provisions of paragraphs (i) and (ii) above shall not apply where the disposition is made by an Investor who is not a U.S. Person and where such disposition is made in connection with a Canadian Go Public Transaction or otherwise pursuant to an exemption to the prospectus and registration requirements under applicable Canadian securities laws.

(b) Each certificate representing Common Stock or Registrable Securities shall (unless otherwise permitted by the provisions of the Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws):

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.”

(c) The Company shall be obligated to reissue promptly unlegended certificates at the request of any holder thereof if the holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification or legend.

(d) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal.

2.2 Demand Registration

(a) Subject to the conditions of this Section 2.2, if after the six month anniversary of the closing of the Company’s Initial Offering the Company shall receive a written request from the Holder or Holders of at least fifty percent (50%) of the Shares requesting that the Company file a registration statement under the Securities Act covering the registration of the Registrable Securities (the “ Initiating Holders ”), then the Company shall, and subject to the limitations of this Section 2.2 use its reasonable best efforts to cause such shares to be registered.

(b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any

request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or Underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless, first, all securities of the Company held by the Founders are entirely excluded from the underwriting and registration and then all other securities of the Company are entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.

(c) The Company shall not be required to effect a registration pursuant to this Section 2.2:

(i) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective;

(ii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;

(iii) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders, of the Company’s intention to make a public offering, other than pursuant to a Special Registration Statement, within ninety (90) days, which notice may be delivered only once in any twelve (12) month period;

(iv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by the Chairman

of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period;

(v) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or

(vi) if a Canadian Go Public Transaction has been consummated.

2.3 Piggyback Registrations

     The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

(a) Underwriting. If the registration statement under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to be included in a registration pursuant to this Section 2.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of the Agreement, if the Company and its underwriter determines in good faith that market conditions require a limitation of the number of shares to be underwritten (including to zero), the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders (excluding the

Founders) on a pro rata basis based on the total number of Registrable Securities held by the Holders; third, to the Founders on a pro rata basis, and fourth, to any stockholder of the Company (other than a Holder or a Founder) on a pro rata basis. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least fifteen (15) business days prior to the effective date of the registration statement, provided that the Company shall have provided the Holders written notice of the proposed effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, corporation or limited liability company, the partners, retired partners, shareholders, members and retired members of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “ Holder, ” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

(b) Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 2.5 hereof.

For the purposes of Section 2.3, “Holder” or “Holders” shall be deemed to include the Founders and the Principal Shareholders and “Registrable Securities” shall be deemed to include the Founder Shares and Principal Shareholder Shares.

To the extent that the Principal Shareholders and Founders exercise their Piggy Back Registration Rights as provided for in Section 2.3, then any other reference in this Agreement to “Holder” or “Holders” or “Registrable Securities” including, without limitation, in Sections 2.5 and 2.9 hereof, which refer to Section 2.3 shall be deemed to include the Founders and Founder Shares and the Principal Shareholders and Principal Shareholder Shares, as applicable.

2.4 Form S-3 Registration

     In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, in excess of $1 million, the Company will:

(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and

(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:

(i) if the amount of securities to be sold pursuant to such registration on Form S-3 is less than $1 million;

(ii) if Form S-3 is not available for such offering by the Holders;

(iii) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement, which notice may be delivered only once in any twelve-month period;

(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period;

(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or

(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as

demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.

2.5 Expenses of Registration

     All Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to Section 2.2 or any registration under Section 2.3 or Section 2.4 herein shall be borne by the Company. All Selling Expenses incurred in connection with any registrations hereunder, and all expenses in excess of $15,000 for any special audit required in connection with a demand registration shall be borne by the holders of the securities so registered pro rata on the basis of the number of shares so registered. The Company shall not, however, be required to pay for expenses of any registration proceeding begun pursuant to Section 2.2 or 2.4, the request of which has been subsequently withdrawn by the Initiating Holders unless (a) the withdrawal is based upon material adverse information concerning the Company of which the Initiating Holders were not aware at the time of such request or (b) the Holders o