Common use of Exercise; Expiration Clause in Contracts

Exercise; Expiration. To exercise this Warrant, the Warrant holder must elect and sign the exercise election attached to this Warrant Certificate and deliver to the Company: (a) this Warrant Certificate and (b) cash or a check payable to the Company for the aggregate Exercise Price for the Warrant Shares to be so purchased upon exercise. This Warrant may be exercised at any time prior to 12:00 p.m., Los Angeles time on July __, 2001 (the "Term"), and to the extent not exercised prior to the expiration of the Term, this Warrant shall become void and all rights hereunder and all rights in respect hereof shall cease as of such time, provided, however, that the Term of this Warrant shall be extended to June __, 2003 if Infinity Outdoor's sales force shall have generated aggregate gross revenue during the period of 12 consecutive calendar months commencing July 1, 2000 in excess of $1,000,000 from any sites where the Company's interactive kiosks networks and Infinity Outdoor's display advertising systems are or have been jointly marketed. Notwithstanding the foregoing, at anytime during the Term of this Warrant if the Company has not theretofore completed a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale of the Company's Common Stock to the public resulting in gross proceeds to the Company of not less than $20,000,000, Holder shall have the option to tender this Warrant to the Company in exchange for the Genesis Warrant, in the form attached to the Securities Purchase Agreement as Exhibit B after giving effect to all adjustments to the Exercise Price and/or the number of shares set forth therein, as if the Genesis Warrant had originally been issued on the date hereof. Upon Holder's tender of this Warrant, Genesis shall promptly issue the Genesis Warrant. This Warrant shall be exercisable at the election of any holder thereof, either in full or from time to time in part (but in no event for less than one whole Share) and, in the event that a certificate evidencing this Warrant is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of this Warrant, a new Warrant Certificate evidencing the remaining Warrant with respect to whole shares of Common Stock issuable upon exercise will be issued. The Company covenants that all Warrant Shares which may be issued upon exercise of this Warrant will, upon issue, be fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issue thereof. The Company will pay all documentary stamp taxes attributable to the issuance of Warrant Shares upon the exercise of this Warrant. The Company shall not be required to issue fractional Warrant Shares on the exercise of this Warrant. If any fraction of a Warrant Share would be issuable on the exercise of this Warrant (or specified portion hereof), such fraction shall be payable in cash based upon the Exercise Price per share.

Exercise; Expiration. To exercise this Warrant, the Warrant holder must elect and sign the exercise election attached to this Warrant Certificate and deliver to the Company: (a) this Warrant Certificate and (b) cash or a check payable to the Company ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. for the aggregate Exercise Price for the Warrant Shares to be so purchased upon exercise. This Warrant may be exercised at any time prior to 12:00 p.m., Los Angeles time on July __, 2001 (the "Term"), and to the extent not exercised prior to the expiration of the Term, this Warrant shall become void and all rights hereunder and all rights in respect hereof shall cease as of such time, provided, however, that the Term of this Warrant shall be extended to June __, 2003 if Infinity Outdoor's sales force shall have generated aggregate gross revenue during the period of 12 consecutive calendar months commencing July 1, 2000 in excess of $1,000,000 from any sites where the Company's interactive kiosks networks and Infinity Outdoor's display advertising systems are or have been jointly marketed. Notwithstanding the foregoing, at anytime during the Term of this Warrant if the Company has not theretofore completed a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale of the Company's Common Stock to the public resulting in gross proceeds to the Company of not less than $20,000,000, Holder shall have the option to tender this Warrant to the Company in exchange for the Genesis Warrant, in the form attached to the Securities Purchase Agreement as Exhibit B after giving effect to all adjustments to the Exercise Price and/or the number of shares set forth therein, as if the Genesis Warrant had originally been issued on the date hereof. Upon Holder's tender of this Warrant, Genesis shall promptly issue the Genesis Warrant. This Warrant shall be exercisable at the election of any holder thereof, either in full or from time to time in part (but in no event for less than one whole Share) and, in the event that a certificate evidencing this Warrant is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of this Warrant, a new Warrant Certificate evidencing the remaining Warrant with respect to whole shares of Common Stock issuable upon exercise will be issued. The Company covenants that all Warrant Shares which may be issued upon exercise of this Warrant will, upon issue, be fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issue thereof. The Company will pay all documentary stamp taxes attributable to the issuance of Warrant Shares upon the exercise of this Warrant. The Company shall not be required to issue fractional Warrant Shares on the exercise of this Warrant. If any fraction of a Warrant Share would be issuable on the exercise of this Warrant (or specified portion hereof), such fraction shall be payable in cash based upon the Exercise Price per share.

Exercise; Expiration. To exercise this Warrant, the Warrant holder must elect and sign the exercise election form attached to this Warrant Certificate certificate and deliver to the Company: Company (ai) this Warrant Certificate certificate and (bii) cash or a check payable to the Company for the aggregate Exercise Price for the Warrant Shares (unless exercised pursuant to be so purchased upon exerciseSection 2). This Warrant may be exercised by any holder hereof at any time prior to 12:00 p.m., Los Angeles time on July following the issuance hereof until September ___, 2001 (2005, the "Term"), and to the extent not exercised prior to date of the expiration of this Warrant. To the Termextent that this Warrant has not been exercised by the date of its expiration, this Warrant shall become void and all rights hereunder and all rights in respect hereof shall cease as of such time, provided, however, that the Term of this Warrant shall be extended to June __, 2003 if Infinity Outdoor's sales force shall have generated aggregate gross revenue during the period of 12 consecutive calendar months commencing July 1, 2000 in excess of $1,000,000 from any sites where the Company's interactive kiosks networks and Infinity Outdoor's display advertising systems are or have been jointly marketed. Notwithstanding the foregoing, at anytime during the Term of this Warrant if the Company has not theretofore completed a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale of the Company's Common Stock to the public resulting in gross proceeds to the Company of not less than $20,000,000, Holder shall have the option to tender this Warrant to the Company in exchange for the Genesis Warrant, in the form attached to the Securities Purchase Agreement as Exhibit B after giving effect to all adjustments to the Exercise Price and/or the number of shares set forth therein, as if the Genesis Warrant had originally been issued on the date hereof. Upon Holder's tender of this Warrant, Genesis shall promptly issue the Genesis Warrant. This Warrant shall be exercisable at the election of any holder thereofhereof, either in full or from time to time in part (but in no event for less than one whole Share) and, in the event that a certificate evidencing this Warrant is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of this Warrant, a new Warrant Certificate certificate evidencing the remaining Warrant with respect to whole shares of Common Stock Shares issuable upon exercise will be issued. No adjustment shall be made for any dividends on any Shares issuable upon exercise of this Warrant. The Company covenants that all Warrant Shares which may be issued upon exercise of this Warrant will, upon issue, be fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issue thereof. The Company will pay all documentary stamp taxes attributable to the issuance of Warrant Shares upon the exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issue of any Warrant certificates or any certificates for Warrant Shares in a name other than that of the registered holder of this Warrant certificate surrendered upon the exercise of this Warrant, and the Company shall not be required to issue or deliver such Warrant certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall not be required to issue fractional Warrant Shares on the exercise of this Warrant. If any fraction of a Warrant Share would be issuable on the exercise of this Warrant (or specified portion hereof), such fraction the Company shall be payable pay an amount in cash based upon equal to the Exercise Price per shareon the day immediately preceding the date this Warrant certificate is presented for exercise, multiplied by such fraction. This Warrant and any Shares may only be transferred by the holder in accordance with the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") of an exemption there from.

Exercise; Expiration. To exercise this Warrant, the Warrant holder must elect and sign the exercise election attached to this Warrant Certificate and deliver to the Company: (a) this Warrant Certificate and (b) cash or a check payable Subject to the Company for the aggregate Exercise Price for the Warrant Shares to be so purchased upon exercise. This provisions of this Agreement, each Warrant may be exercised at any time prior to 12:00 p.m., Los Angeles time on July __, 2001 a price (the "TermExercise Price") of $.10 per Warrant Share, subject to adjustment as provided herein, at any time during the period (the "Warrant Exercise Period") commencing on the Closing Date and terminating on a date (the "Warrant Expiration Date") that is the tenth anniversary of the Closing Date or if the Warrant Expiration Date is a Saturday, Sunday, or a day on which banks in New York are not open for business (a "Business Day"), then the Warrant Expiration Date shall be the next Business Day. If an initial Warrant Holder is the holder of a Warrant on the 90th day preceding the Warrant Expiration Date, the Company will notify him no later than the 60th day prior to the Warrant Expiration Date of the date on which the Warrant will expire. (b) A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (an "Exercise Date") that the Warrant Holder has delivered to the Company at its corporate offices located at 6707 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (▇▇e "Corporate Office"), or at any such other office or agency as the Company may designate, (i) the Warrant certificate with the Election to Purchase certification duly executed, which shall include, if at the time of exercise the Warrant Shares deliverable upon exercise of a Warrant have not been registered for sale by the Company under the Securities Act of 1933, as amended (the "Act"), a written representation of the Warrant Holder to the effect that (A) the Holder is an "accredited investor" as defined by Rule 501 under the Act (or such other reasonable representations as shall be necessary for the Company to conclude that the 3 -3- sale of the Warrant Shares to the Warrant Holder is an exempt transaction under the Securities Act), (B) the Warrant Shares being acquired upon exercise are being purchased for investment and not for distribution in violation of the Act, (C) acknowledging that such Warrant Shares have not been registered under the Act and (D) agreeing that such Warrant Shares may not be sold or transferred unless there is an effective registration statement relating thereto under the Act or such sale or transfer is not in violation of the Act (the "Exercise Form"), and to the extent not exercised prior to the expiration (ii) payment in full of the Term, this aggregate Exercise Price. An Exercise Form shall be executed by the Warrant shall become void and all rights hereunder and all rights Holder thereof or his attorney duly authorized in respect hereof shall cease as writing. Payment of such time, provided, however, that the Term Exercise Price of this each Warrant shall be extended to June __in cash or by official bank or certified check, 2003 if Infinity Outdoor's sales force shall have generated aggregate gross revenue during the period money order or wire transfer of 12 consecutive calendar months commencing July 1, 2000 in excess of $1,000,000 from any sites where the Company's interactive kiosks networks and Infinity Outdoor's display advertising systems are or have been jointly marketed. Notwithstanding the foregoing, at anytime during the Term of this Warrant if the Company has not theretofore completed a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale of the Company's Common Stock to the public resulting in gross proceeds to the Company of not less than $20,000,000, Holder shall have the option to tender this Warrant to the Company in exchange for the Genesis Warrant, in the form attached to the Securities Purchase Agreement as Exhibit B after giving effect to all adjustments amount equal to the Exercise Price and/or the number of shares set forth therein, as if the Genesis Warrant had originally been issued on the date hereof. Upon Holder's tender of this Warrant, Genesis shall promptly issue the Genesis Warrant. This Warrant shall be exercisable at the election of any holder thereof, either then in full or from time to time in part (but in no event for less than one whole Share) andeffect, in lawful money of the event that a certificate evidencing this Warrant is exercised in respect United States of fewer than all of America. The person entitled to receive the Warrant Shares issuable deliverable on exercise shall be treated for all purposes as the holder of such exercise at any time prior to the date of expiration of this Warrant, a new Warrant Certificate evidencing the remaining Warrant with respect to whole shares of Common Stock issuable upon exercise will be issued. The Company covenants that all Warrant Shares which may be issued upon exercise as of this Warrant will, upon issue, be fully paid, nonassessable, free the close of preemptive rights and free from all taxes, liens, charges and security interests with respect to business on the issue thereof. The Company will pay all documentary stamp taxes attributable to the issuance of Warrant Shares upon the exercise of this Warrant. Exercise Date. (c) The Company shall not be required obligated to issue any fractional Warrant Shares on shares of Common Stock in connection with the exercise of this any Warrant. If In lieu of issuing any fraction of fractional Warrant Shares, the Company shall pay to any Warrant Holder who otherwise would have been entitled to a fractional Warrant Share cash (without interest) in an amount determined by multiplying the fractional interest to which such Warrant Holder would otherwise be issuable entitled by the closing sale price of the Common Stock as reported on the NASDAQ National Market (or, if the Common Stock is not then listed for trading thereon, on such other principal market or exchange on which the Common Stock is then traded or, if no closing sale price is reported by the principal market or exchange on which the Common Stock is then traded, then the average of the closing bid and asked prices as reported) on the day immediately prior to (but not including) the Exercise Date (or if no bid and asked prices are reported, then the fair market value of the Common Stock as determined in good faith by the Board of Directors of the Company (as so determined, the "Market Price"). (d) Within two Business Days after the Exercise Date, the Company, at its own expense, shall cause to be issued and sent for next Business Day delivery to the person or persons entitled to receive the same, a certificate or certificates in the name of the Warrant Holder for the number of Warrant Shares deliverable on such exercise. All Warrant Shares delivered upon the exercise of this Warrant (or specified portion hereof), such fraction the Warrants shall be payable in cash based upon the Exercise Price per sharevalidly issued, fully paid and nonassessable.

Exercise; Expiration. To exercise this Warrant, the Warrant holder must elect and sign the exercise election attached to this Warrant Certificate and deliver to the Company: (a) this Warrant Certificate and (b) cash or a check payable Subject to the Company for the aggregate Exercise Price for the Warrant Shares to be so purchased upon exercise. This provisions of this Agreement, each Warrant may be exercised at any time prior to 12:00 p.m., Los Angeles time on July __, 2001 a price (the "TermExercise Price") of $.10 per Warrant Share, subject to adjustment as provided herein, at any time during the period (the "Warrant Exercise Period") commencing on the Closing Date and terminating on a date (the "Warrant Expiration Date") that is the tenth anniversary of the Closing Date or if the Warrant Expiration Date is a Saturday, Sunday, or a day on which banks in New York are not open for business (a "Business Day"), then the Warrant Expiration Date shall be the next Business Day. If an initial Warrant Holder is the holder of a Warrant on the 90th day preceding the Warrant Expiration Date, the Company will notify him no later than the 60th day prior to the Warrant Expiration Date of the date on which the Warrant will expire. (b) A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (an "Exercise Date") that the Warrant Holder has delivered to the Company at its corporate offices located at 6707 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (▇▇e "Corporate Office"), or at any such other office or agency as the Company may designate, (i) the Warrant certificate with the Election to Purchase certification duly executed, which shall include, if at the time of exercise the Warrant Shares deliverable upon exercise of a Warrant have not been registered for sale by the Company under the Securities Act of 1933, as amended (the "Act"), a written representation of the Warrant Holder to the effect that (A) the Holder is an "accredited investor" as defined by Rule 501 under the Act (or such other reasonable representations as shall be necessary for the Company to conclude that the sale of the Warrant Shares to the Warrant Holder is an exempt transaction under the Securities Act), (B) the Warrant Shares being acquired upon exercise are being purchased for investment and not for distribution in violation of the Act, (C) acknowledging that such Warrant Shares have not been registered under the Act and (D) agreeing that such Warrant Shares may not be sold or transferred unless there is an effective registration statement relating thereto under the Act or such sale or transfer is not in violation of the Act (the "Exercise Form"), and to the extent not exercised prior to the expiration (ii) payment in full of the Term, this Warrant shall become void and all rights hereunder and all rights in respect hereof shall cease as of such time, provided, however, that the Term of this Warrant aggregate Exercise Price. An Exercise Form shall be extended to June __, 2003 if Infinity Outdoor's sales force shall have generated aggregate gross revenue during the period of 12 consecutive calendar months commencing July 1, 2000 in excess of $1,000,000 from any sites where the Company's interactive kiosks networks and Infinity Outdoor's display advertising systems are or have been jointly marketed. Notwithstanding the foregoing, at anytime during the Term of this Warrant if the Company has not theretofore completed a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale of the Company's Common Stock to the public resulting in gross proceeds to the Company of not less than $20,000,000, Holder shall have the option to tender this Warrant to the Company in exchange for the Genesis Warrant, in the form attached to the Securities Purchase Agreement as Exhibit B after giving effect to all adjustments to the Exercise Price and/or the number of shares set forth therein, as if the Genesis Warrant had originally been issued on the date hereof. Upon Holder's tender of this Warrant, Genesis shall promptly issue the Genesis Warrant. This Warrant shall be exercisable at the election of any holder thereof, either in full or from time to time in part (but in no event for less than one whole Share) and, in the event that a certificate evidencing this Warrant is exercised in respect of fewer than all of executed by the Warrant Shares issuable on such exercise at any time prior to the date of expiration of this Warrant, a new Warrant Certificate evidencing the remaining Warrant with respect to whole shares of Common Stock issuable upon exercise will be issuedHolder thereof or his attorney duly authorized in writing. The Company covenants that all Warrant Shares which may be issued upon exercise of this Warrant will, upon issue, be fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issue thereof. The Company will pay all documentary stamp taxes attributable to the issuance of Warrant Shares upon the exercise of this Warrant. The Company shall not be required to issue fractional Warrant Shares on the exercise of this Warrant. If any fraction of a Warrant Share would be issuable on the exercise of this Warrant (or specified portion hereof), such fraction shall be payable in cash based upon the Exercise Price per share.Payment of