Common use of ISSUE TO Clause in Contracts

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 thereto other than the Company, and (iii) that each of the Transaction Documents constitutes the valid and binding agreement of the party or parties thereto other than the Company, enforceable against such party or parties in accordance with the terms of such agreement. On the basis of such examination, our reliance upon the assumptions in this opinion and our consideration of those questions of law we considered relevant, and subject to the limitations and qualifications in this opinion, we are of the opinion that:

ISSUE TO. (NAME OF BUYER) -------------------------------------------------------------------------------- (ADDRESS, INCLUDING ZIP CODE) DELIVER TOAuthorized Signature: --------------------------------------------------------------------- (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 ------------------------------------- Phone #: ------------------------------------- EXHIBIT E [Letterhead of O'Melveny & Myer▇I-1 Broker DTC Participant Code: ------------------------------------- Account Number*: ------------------------------------- * NOTE THAT RECEIVING BROKER MUST INITIATE TRANSACTION ON DWAC SYSTEM. EXHIBIT I-2 EXHIBIT II ---------- TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS ------------------------------------------ FORM OF NOTICE OF EFFECTIVENESS ------------------------------- OF REGISTRATION STATEMENT ------------------------- __________, 2006 Fidelity Transfer Company 1800 S. West Temple, Suite ▇▇P] November 14, 2000 BayStar Capital L.P. c/o BayStar Capital Management, LLC 1500 ▇ ▇▇▇▇ ▇▇▇▇ City, Utah 84115 Attention: RE: CHARYS HOLDING COMPANY INC. Ladies and Gentlemen: We are counsel to Charys Holding Company Inc., (the "Company"), and have ------- represented the Company in connection with that certain Securities Purchase Agreement, dated as of November 16, 2005 (the "Securities Purchase Agreement"), ----------------------------- entered into by and among the Company and Highgate House Funds, Ltd. (the "Buyer") pursuant to which the Company has agreed to sell to the Buyer (i) Four Million Dollars ($4,000,000) of secured convertible debentures (the "Convertible ----------- Debenture"), which shall be convertible into shares (the "Conversion Shares") of --------- ----------------- the Company's common stock, par value $0.001 per share (the "Common Stock"), ------------ (ii) 1,000,000 shares of Common Stock pursuant to a warrant (the "Warrants") in -------- accordance with the terms of the Securities Purchase Agreement (the "Warrant ------- Shares"). The Company has delivered to the Escrow Agent an aggregate of ------ 20,000,000 shares of Common Stock to be held in escrow (the "Escrow Shares") for purposes of effectuating the delivery of the Conversation Shares and Warrants Shares upon conversion and/or exercise of the Convertible Debenture and Warrants, as the case may be. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of November 16, 2005, with the Buyer (the "Investor Registration Rights Agreement") -------------------------------------- pursuant to which the Company agreed, among other things, to provide certain registration rights with respect to the Conversion Shares, the Escrow Shares and the Warrant Shares under the Securities Act of 1933, as amended (the "1933 ---- Act"). In connection with the Company's obligations under the Securities --- Purchase Agreement and the Registration Rights Agreement, on _______, 2005, the Company filed a Registration Statement (File No. ___-_________) (the "Registration Statement") with the Securities and Exchange Commission (the ------------------------ "SEC") relating to the sale of the Conversion Shares, the Escrow Shares and the --- Warrant Shares. In connection with the foregoing, we advise the Transfer Agent that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at ____ P.M. on __________, 2006 and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares and the Warrant Shares are available for sale under the 1933 Act pursuant to the Registration Statement. The Buyer has confirmed it shall comply with all securities laws and regulations applicable to it including applicable prospectus delivery requirements upon sale of the Conversion Shares and the Warrant Shares. Very truly yours, By: ----------------------------------- EXHIBIT II-2 EXHIBIT III ----------- TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS ------------------------------------------ FORM OF INSTRUCTIONS REGARDING REMOVAL OF LEGEND ------------------------------------------------ ____________, 2006 VIA FACSIMILE AND REGULAR MAIL ------------------------------ Fidelity Transfer Company 1800 S. West Temple, Suite ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ City, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇yStar International, Ltd. c/o BayStar International Management, LLC 1500 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇dies Utah 84115 Attention: RE: CHARYS HOLDING COMPANY INC. Ladies and Gentlemen: We have acted as special counsel to NTN Communications, Inc., a Delaware corporation Charys Holding Company Inc. (the "Company"), in ------- connection with the registration of ___________shares (the "Shares") of its ------ common stock with the Securities and Exchange Commission (the "SEC"). We have --- not acted as your counsel. These instructions are given at the request and with the consent of the Company. In rendering these instructions we have relied on the accuracy of the Company's Registration Statement on Form SB-2, as amended (the "Registration Statement"), ---------------------- filed by the Company with the SEC on _________ ___, 2006. The Company filed the Registration Statement on behalf of certain selling stockholders (the "Selling ------- Stockholders"). These instructions relate solely to the Selling Shareholders ------------ listed on Exhibit "A" hereto and number of Shares set forth opposite such - ------------ Selling Stockholders' names. The SEC declared the Registration Statement effective on __________ ___, 2006. We understand that the Selling Stockholders acquired the Shares in a private offering exempt from registration under the Securities Act of 1933, as amended. Information regarding the Shares to be resold by the Selling Shareholders is contained under the heading "Selling Stockholders" in the Registration Statement, which information is incorporated herein by reference. These instructions do not relate to the issuance of the Shares to the Selling Stockholders. The instructions set forth herein relate solely to the resale or transfer by the Selling Stockholders pursuant to the Registration Statement under the Federal laws of the United States of America. We do not express any views concerning any law of any state or other jurisdiction. In rendering these instructions we have relied upon the accuracy of the foregoing statements. EXHIBIT III-1 Based on the foregoing, you are advised that the Shares have been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and that the Transfer Agent may issue the Shares without restrictive legends or the Transfer Agent may remove the restrictive legends contained on the Shares. These instructions relate solely to the number of Shares set forth opposite the Selling Stockholders listed on Exhibit "A" hereto. ------------ These instructions are furnished to Transfer Agent specifically in connection with the issuance and sale of shares of common stock, par value $.005 per share (the "Common Stock") of the Company Shares, and solely for your information and benefit. This letter may not be relied upon by Transfer Agent in an aggregate principal amount of $2 million (the shares to any other connection, and it may not be issuedrelied upon by any other person or entity for any purpose without our prior written consent. This letter may not be assigned, the "Common Shares") and warrants to purchase Common Stock pursuant to the Securities Purchase Agreement (the "Purchase Agreement"), dated quoted or used without our prior written consent. The instructions set forth herein are rendered as of the date hereof, by hereof and among the Company and each of you. We are providing this opinion we will not supplement these instructions with respect 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 changes 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 law or parties thereto other than the Company, and (iii) that each of the Transaction Documents constitutes the valid and binding agreement of the party or parties thereto other than the Company, enforceable against such party or parties in accordance with the terms of such agreement. On the basis of such examination, our reliance upon the assumptions in this opinion and our consideration of those questions of law we considered relevant, and subject factual matters subsequent to the limitations and qualifications in this opiniondate hereof. Very truly yours, we are of the opinion that:EXHIBIT III-2 EXHIBIT "A" ----------- (LIST OF SELLING STOCKHOLDERS) ------------------------------ NAME: NO. OF SHARES: --------------------------------------------------- --------------------------- EXHIBIT F CONVERSION PROCEDURES