ISSUE TO Clause Samples

ISSUE TO. (NAME) -------------------------------------------------------------------------------- (ADDRESS, INCLUDING ZIP CODE) -------------------------------------------------------------------------------- (SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER) DELIVER TO: --------------------------------------------------------------------- (NAME) -------------------------------------------------------------------------------- (ADDRESS, INCLUDING ZIP CODE) If the number of shares of Common Stock purchased hereby is less than the number of shares of Common Stock covered by the Warrant, the undersigned requests that a new Warrant representing the number of shares of Common Stock not so purchased be issued and delivered as follows:

ISSUE TO. (NAME OF HOLDER)

ISSUE TO. (NAME OF HOLDER) -------------------------------------------------------------------------------- (ADDRESS, INCLUDING ZIP CODE) DELIVER TO: -------------------------------------------------------------------- (NAME OF HOLDER) -------------------------------------------------------------------------------- (ADDRESS, INCLUDING ZIP CODE) Dated: , 200 [NAME OF HOLDER] ------------ - By ------------------------------------- Name: Title: EXHIBIT B to Common Stock Purchase Warrant [FORM OF] ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto the Assignee named below all of the rights of the undersigned to purchase Common Stock, par value $__________ per share ("Common Stock") of XANODYNE PHARMACEUTICALS, INC. represented by the Warrant, with respect to the number of shares of Common Stock set forth below: Name of Assignee Address No. of Shares ---------------- ------- ------------- and does hereby irrevocably constitute and appoint ___________ Attorney to make such transfer on the books of XANODYNE PHARMACEUTICALS, INC. maintained for that purpose, with full power of substitution in the premises. Dated: , 200 [NAME OF HOLDER] ------------ - By: ------------------------------------ Name: Title: EXHIBIT C to Common Stock Purchase Warrant

ISSUE TO. (NAME OF HOLDER1) ------------------------------------------------------------------------------- (ADDRESS, INCLUDING ZIP CODE) DELIVER TO: -------------------------------------------------------------------- (NAME OF HOLDER1) ------------------------------------------------------------------------------- (ADDRESS, INCLUDING ZIP CODE) Dated: _____________, 19__ [NAME OF HOLDER1] By ----------------------------------- Name: Title:

ISSUE TO. (NAME OF HOLDER(1)) ------------------------------------------------------------------------------- (ADDRESS, INCLUDING ZIP CODE) DELIVER TO: -------------------------------------------------------------------- (NAME OF HOLDER(1)) ------------------------------------------------------------------------------- (ADDRESS, INCLUDING ZIP CODE) Dated: ____________ , 20__ [NAME OF HOLDER(1)] By: ----------------------------------- Name: Title: ------------------------- (1) Name of Holder must conform in all respects to name of holder as specified on the face of the Warrant. EXHIBIT B to Series C Convertible Preferred Shares Purchase Warrant [FORM OF] ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto the Assignee named below all of the rights of the undersigned to purchase Series C Convertible Preferred Stock, par value $_____ per share ("Series C Shares") of GILAT-TO-HOME INC. represented by the Warrant, with respect to the number of Series C Shares set forth below: Name of Assignee Address No. of Shares ---------------- ------- ------------- and does hereby irrevocably constitute and appoint ________ Attorney to make such transfer on the books of GILAT-TO-HOME INC. maintained for that purpose, with full power of substitution in the premises. Dated: , 20 [NAME OF HOLDER(1)] --------------- -- By: --------------------------------- Name: Title: ------------------------ (1) Name of Holder must conform in all respects to name of holder as specified on the face of the Warrant. AMENDMENT TO WARRANT AGREEMENT Reference is hereby made to (i) the Gilat-to-Home Inc. Series C Convertible Preferred Stock Purchase Warrant, dated as of January 26, 2000, between Gilat-to-Home Inc. (the "Company") and Israel Discount Bank Ltd. (the "Holder") whereby the Holder is entitled to purchase from the Company shares of Series C Convertible Preferred Stock (the "Warrant Agreement") and (ii) the Financing Agreement, dated as of August 7, 2000, between the Company, the financial institutions from time to time party thereto (collectively the "Lenders"), and Bank Leumi USA, as agent for the Lenders (as amended by the First Amendment and Joinder to the Financing Agreement, dated as of August 7, 2000, hereinafter referred to as the "Financing Agreement"). The undersigned hereby agree that, upon execution of this Amendment, Section 10(b) of the Warrant Agreement shall be amended by adding the following phrase immediately after the words "Investor Agreements...

ISSUE TO. (NAME) ------------------------------------------------------------------------------- (ADDRESS, INCLUDING ZIP CODE) ------------------------------------------------------------------------------- (SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER) DELIVER TO: ------------------------------------------------------------------- (NAME) -------------------------------------------------------------------------------- (ADDRESS, INCLUDING ZIP CODE) If the number of Common Shares purchased (and/or reduced) hereby is less than the number of Common Shares covered by the Warrant, the undersigned requests that a new Warrant representing the number of Common Shares not so purchased (or reduced) be issued and delivered as follows:

ISSUE TO. ▇▇▇ ▇▇▇▇▇ one hundred (100) shares of nonqualified preferred stock of Auto Specialty (the "▇▇▇ ▇▇▇▇▇ Auto Specialty Preferred Stock"); and

ISSUE TO. (NAME OF HOLD▇▇) ------------------------------------------------------------------------------- (ADDRESS, INCLUDING ZIP CODE) DELIVER TO: ------------------------------------------------------------------------------- (NAME OF HOLD▇▇) ------------------------------------------------------------------------------- (ADDRESS, INCLUDING ZIP CODE) Dated: _____________________ [NAME OF HOLD▇▇] By ------------------------- Name: Title: __________________, as transfer agent and registrar of the Common Stock, is hereby authorized and directed to issue the above number of shares of Common Stock in the name of the above referenced entity or person and to deliver the certificates representing such shares using an overnight delivery service.

ISSUE TO. (NAME OF BUYER) -------------------------------------------------------------------------------- (ADDRESS, INCLUDING ZIP CODE) DELIVER TO: --------------------------------------------------------------------- (NAME OF HOLDER) -------------------------------------------------------------------------------- (ADDRESS, INCLUDING ZIP CODE) To the extent that the foregoing shares are being issued to a party other than the undersigned, the certificates should be issued and delivered without any legend restricting transfer of such shares and in connection therewith the undersigned hereby certifies that such shares are being transferred in accordance with the registration statement underlying the transfer of such shares and the requirement of delivering a current prospectus has been complied with in connection with such transfer. Dated: [NAME OF BUYER] --------------------------- By ---------------------------------- Name: Title: 112 EXHIBIT E [Letterhead of O'Melveny & Myer▇, ▇▇P] November 14, 2000 BayStar Capital L.P. c/o BayStar Capital Management, LLC 1500 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇yStar International, Ltd. c/o BayStar International Management, LLC 1500 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇dies and Gentlemen: We have acted as special counsel to NTN Communications, Inc., a Delaware corporation (the "Company"), in connection with the issuance and sale of shares of common stock, par value $.005 per share (the "Common Stock") of the Company in an aggregate principal amount of $2 million (the shares to be issued, the "Common Shares") and warrants to purchase Common Stock pursuant to the Securities Purchase Agreement (the "Purchase Agreement"), dated as of the date hereof, by and among the Company and each of you. We are providing this opinion to you at the request of the Company pursuant to Section 7(d) of the Purchase Agreement. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in the Purchase Agreement. In conducting our examination, we have assumed the following: (i) the genuineness of all signatures (other than the signatures on behalf of the Company), the legal capacity of natural persons, the authenticity and accuracy of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies, (ii) that the Transaction Documents have been duly and validly authorized, executed, and delivered by the party or parties ther...