Common use of Commitment Payments Clause in Contracts

Commitment Payments. On the last Business Day of each yearly period following the Effective Date (each such period a "Commitment Evaluation Period"), if the Company has not Put at least $1,000,000 in aggregate Put Dollar Amount during that Commitment Evaluation Period, the Company, in consideration of Investor's commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Annual Non-Usage Fee") equal to the difference of (i) $100,000, minus (ii) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during that Commitment Evaluation Period. In the event that the Company delivers a Termination Notice to the Investor or an Automatic Termination occurs, the Company shall pay to the Investor (the "Termination Fee") the greater of (i) the Annual Non-Usage Fee for the applicable Commitment Evaluation Period, or (ii) the difference of (x) $100,000, minus (y) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during all Puts to date, and the Company shall not be required to pay the Annual Non-Usage Fee thereafter. Notwithstanding the above, each Annual Non-Usage Fee will be reduced by $10,000 for each Put during the applicable Commitment Evaluation Period where the number of shares specified in the Put Notice equals or exceeds the Volume Limitations for that Put. If the Company Puts in excess of $1,000,000 in aggregate Put Dollar Amount during a Commitment Evaluation Period (the amount in excess of $1,000,000 being referred to as the "Carryover Amount"), then the Annual Non-Usage Fee, if any, for the immediately following Commitment Evaluation Period shall be reduced by an amount equal to the Carryover Amount divided by ten (10). Each Annual Non-Usage Fee or Termination Fee is payable, in cash, within five (5) business days of the date it accrued. The Company shall not be required to deliver any payments to Investor under this subsection until Investor has paid all Put Dollar Amounts that are then due.

Commitment Payments. In partial consideration hereof, following the execution of the Letter of Agreement dated on or about April 5, 1999 between the Company and the Investor, the Company issued and delivered to Investor or its designated assignees warrants (the "First Commitment Warrants") in the form attached hereto as Exhibit U, to purchase 225,000 shares of Common Stock. On the date of the Investment Commitment Closing, the Company shall issue and deliver to Investor or its designated assignees warrants (the "Second Commitment Warrants," together with the First Commitment Warrants, collectively referred to as the "Commitment Warrants) in the form attached hereto as Exhibit U, or such other form as agreed upon by the parties, to purchase 225,000 additional shares of Common Stock. Each Commitment Warrant shall be exerciseable at a price (the "Commitment Warrant Exercise Price") which shall initially equal the average closing bid price for the five (5) trading days immediately preceding April 5, 1999 ("Initial Exercise Price"), and shall have semi-annual reset provisions. Each Commitment Warrant shall be immediately exercisable at the Commitment Warrant Exercise Price, and shall have a term beginning on the date of issuance and ending on date that is five (5) years thereafter. The Warrant Shares shall be registered for resale pursuant to the Registration Rights Agreement. Concurrently with the issuance and delivery of the Commitment Warrant to the Investor, the Company shall deliver to the Investor a Commitment Warrant Opinion of Counsel (signed by the Company's independent counsel). On the last Business Day of each yearly six (6) Calendar Month period following the Effective Date (each such period a "Commitment Evaluation Period"), if the Company has not Put at least $1,000,000 in aggregate Put Dollar Amount during that Commitment Evaluation Period, the Company, in consideration of Investor's commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi-Annual Non-Usage FeeFee ") equal to the difference of (i) $100,000, minus (ii) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during that Commitment Evaluation Period. In the event that the Company delivers a Termination Notice to the Investor or an Automatic Termination occurs, the Company shall pay to the Investor (the "Termination Fee") the greater of (i) the Semi-Annual Non-Usage Fee for the applicable Commitment Evaluation Period, or (ii) the difference of (x) $100,000200,000, minus (y) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during all Puts to date, and the Company shall not be required to pay the Semi-Annual Non-Usage Fee thereafter. Notwithstanding the above, each no Semi-Annual Non-Usage Fee will be reduced by $10,000 for each Put shall accrue during the applicable any Commitment Evaluation Period where the number Company completed six (6) Puts, each of shares specified in the Put Notice equals or exceeds the Volume Limitations for that Put. If the Company Puts in excess of $1,000,000 in aggregate Put Dollar Amount during a Commitment Evaluation Period (the amount in excess of $1,000,000 being referred to as the "Carryover Amount"), then the Annual Non-Usage Fee, if any, which was for the immediately following Commitment Evaluation Period shall be reduced by an full amount equal to of the Carryover Amount divided by ten (10)Individual Put Limit. Each Semi Annual Non-Usage Fee or Termination Fee is payable, in cash, within five (5) business days of the date it accrued. The Company shall not be required to deliver any payments to Investor under this subsection until Investor has paid all Put Dollar Amounts that are then due.

Commitment Payments. In partial consideration hereof, following the execution of the Letter of Agreement dated on or about May 25, 1999 between the Company and the Investor, the Company issued and delivered to Investor or its designated assignees, warrants (the "Commitment Warrants") in the form attached hereto as Exhibit U, or such other form as agreed upon by the parties, to purchase 500,000 shares of Common Stock. The Commitment Warrants shall be exerciseable at a price (the "Commitment Warrant Exercise Price") which shall initially equal the average closing bid price for the five (5) trading days immediately preceding May 25, 1999 ("Initial Exercise Price"), and shall have reset provisions. Each Commitment Warrant shall be immediately exercisable at the Commitment Warrant Exercise Price, and shall have a term beginning on the date of issuance and ending on date that is five (5) years thereafter. The Warrant Shares shall be registered for resale pursuant to the Registration Rights Agreement. Concurrently with the execution of this Agreement, the Company shall deliver to the Investor an Investment Commitment Opinion of Counsel (signed by the Company's independent counsel). On the last Business Day of each yearly eighteen (18) Calendar Month period following the Effective Date date of this Agreement (each such period a "Commitment Evaluation Period"), if the Company has not Put at least $1,000,000 in aggregate Put Dollar Amount during that Commitment Evaluation Period (when combined with amounts in excess of $1,000,000 from the immediately preceding Commitment Evaluation Period), the Company, in consideration of Investor's commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Annual Non-Usage FeeFee ") equal to the difference of (i) $100,000, minus (ii) 10% of the sum of (x) the aggregate Put Dollar Amount of the Put Shares put to Investor during that Commitment Evaluation PeriodPeriod plus (y) any amounts in excess of $1,000,000 Put in the immediately preceding Put. In the event that the Company delivers a Termination Notice to the Investor or an Automatic Termination occurs, the Company shall pay to the Investor (the "Termination Fee") the greater of (i) the Annual Non-Usage Fee for the applicable Commitment Evaluation Period, or (ii) the difference of (x) $100,000200,000, minus (y) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during all Puts to date, and the Company shall not be required to pay the Annual Non-Usage Fee thereafter. Notwithstanding the above, each Annual Non-Usage Fee will be reduced by $10,000 for each Put during the applicable Commitment Evaluation Period where the number of shares specified in the Put Notice equals or exceeds the Volume Limitations for that Put. If the Company Puts in excess of $1,000,000 in aggregate Put Dollar Amount during a Commitment Evaluation Period (the amount in excess of $1,000,000 being referred to as the "Carryover Amount"), then the Annual Non-Usage Fee, if any, for the immediately following Commitment Evaluation Period shall be reduced by an amount equal to the Carryover Amount divided by ten (10). Each Annual Non-Usage Fee or Termination Fee is payable, in cash, payable within five (5) business days of the date it accrued, in cash or in registered, unlegended, freely tradable Common Stock of the Company. Where such payment is made in shares of Common Stock, each share of Common Stock shall be valued at the lesser of (i) the average Closing Bid Price for the five (5) Business Days preceding the date that such Non-Usage Fee is due, or (ii) the average Closing Bid Price for the five (5) Business Days preceding the date that such shares are delivered to Investor. The Company shall not be required to deliver any payments to Investor under this subsection until Investor has paid all Put Dollar Amounts that are then due.

Commitment Payments. In partial consideration hereof, following the execution of the Letter of Agreement dated on or about April 19, 1999 between the Company and the Investor, the Company issued and delivered to Subscriber or its designated assignees, warrants (the "Commitment Warrants") in the form attached hereto as Exhibit U, or such other form as agreed upon by the parties, to purchase 490,000 shares of Common Stock. The Commitment Warrants shall be exerciseable at a price (the "Commitment Warrant Exercise Price") which shall initially equal the average Closing Bid Price for the five (5) trading days immediately preceding April 19, 1999 ("Initial Exercise Price"), and shall have semi- annual reset provisions. Each Commitment Warrant shall be immediately exercisable at the Commitment Warrant Exercise Price, and shall have a term beginning on the date of issuance and ending on date that is five (5) years thereafter. The Warrant Shares shall be registered for resale pursuant to the Registration Rights Agreement. Concurrently with the issuance and delivery of the Commitment Warrant to the Subscriber, the Company shall deliver to the Subscriber a Commitment Warrant Opinion of Counsel (signed by the Company's independent counsel). On the last Business Day of each yearly six (6) Calendar Month period following the Effective Date (each such period a "Commitment Evaluation Period"), if the Company has not Put at least $1,000,000 in aggregate Put Dollar Amount during that Commitment Evaluation Period, the Company, in consideration of Investor's commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi- Annual Non-Usage FeeFee ") equal to the difference of (i) $100,000, minus (ii) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during that Commitment Evaluation Period. In the event that the Company delivers a Termination Notice to the Investor or an Automatic Termination occurs, the Company shall pay to the Investor (the "Termination Fee") the greater of (i) the Annual Non-Usage Fee for the applicable Commitment Evaluation Period, or (ii) the difference of (x) $100,000, minus (y) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during all Puts to date, and the Company shall not be required to pay the Annual Non-Usage Fee thereafter. Notwithstanding the above, each Annual Non-Usage Fee will be reduced by $10,000 for each Put during the applicable Commitment Evaluation Period where the number of shares specified in the Put Notice equals or exceeds the Volume Limitations for that Put. If the Company Puts in excess of $1,000,000 in aggregate Put Dollar Amount during a Commitment Evaluation Period (the amount in excess of $1,000,000 being referred to as the "Carryover Amount"), then the Annual Non-Usage Fee, if any, for the immediately following Commitment Evaluation Period shall be reduced by an amount equal to the Carryover Amount divided by ten (10). Each Annual Non-Usage Fee or Termination Fee is payable, in cash, within five (5) business days of the date it accrued. The Company shall not be required to deliver any payments to Investor under this subsection until Investor has paid all Put Dollar Amounts that are then due.

Commitment Payments. On the last Business Day date of the Investment Commitment Closing, the Company shall pay to the Investor an amount equal to $250,000 (the "Initial Commitment Fee"), representing 2_% of the Maximum Offering Amount. Such amount shall be payable in either cash or by delivering to the Investor a number of unrestricted shares of the Company's common stock which, when multiplied by the average Closing Bid Price of the Company's common stock for the five (5) trading days immediately prior to the date of the Investment Commitment Closing, will equal the Initial Commitment Fee. On each yearly period following anniversary of the Effective Date Investment Commitment Closing, if the Investor has not purchased a number of Put Shares for an aggregate Put Dollar Amount of at least $1,000,000 (the "Annual Commitment Amount") during the preceding twelve (12) Calendar Months (each such period a "Commitment Evaluation Period"), if the Company has not Put at least $1,000,000 in aggregate Put Dollar Amount during that Commitment Evaluation Period, the Company, in consideration of the Investor's commitment costs, including, including but not limited to, due diligence expenses, shall pay deliver to the Investor an amount a warrant (the each a "Annual Non-Usage FeeCommitment Warrant") to purchase a number of shares of the Company's Common Stock equal to the difference of (i) $100,000, minus (ii) 10% of the number of shares of the Company's Common Stock determined by dividing (i) the Commitment Shortfall, which shall be equal to the Annual Commitment Amount less the actual aggregate Put Dollar Amount for the relevant Commitment Evaluation Period, by (ii) the average Closing Bid Price of the Put Shares put to Investor during that Company's Common Stock for the five (5) Trading Days ending on the last day of the relevant Commitment Evaluation Period. In The Commitment Warrant shall be immediately exercisable, shall have an exercise price equal to 100% of the event that the Company delivers a Termination Notice to the Investor or an Automatic Termination occurs, the Company shall pay to the Investor (the "Termination Fee") the greater of (i) the Annual Non-Usage Fee for the applicable Commitment Evaluation Period, or price determined in clause (ii) the difference of (x) $100,000, minus (y) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during all Puts to date, above and the Company shall not be required to pay the Annual Non-Usage Fee thereafter. Notwithstanding the above, each Annual Non-Usage Fee will be reduced by $10,000 for each Put during the applicable Commitment Evaluation Period where the number of shares specified in the Put Notice equals or exceeds the Volume Limitations for that Put. If the Company Puts in excess of $1,000,000 in aggregate Put Dollar Amount during a Commitment Evaluation Period (the amount in excess of $1,000,000 being referred to as the "Carryover Amount"), then the Annual Non-Usage Fee, if any, for the immediately following Commitment Evaluation Period shall be reduced by an amount equal exercisable for a period of three (3) years. The Warrant Shares shall be registered for resale pursuant to the Carryover Amount divided by ten (10). Each Annual Non-Usage Fee or Termination Fee is payable, in cash, within five (5) business days of the date it accrued. The Company shall not be required to deliver any payments to Investor under this subsection until Investor has paid all Put Dollar Amounts that are then dueRegistration Rights Agreement.

Commitment Payments. In partial consideration hereof, following the execution of the Letter of Agreement dated on or about April 5, 1999 between the Company and the Investor, the Company issued and delivered to Subscriber or its designated assignees warrants (the "First Commitment Warrants") in the form attached hereto as Exhibit U, to purchase 225,000 shares of Common Stock. On the date of the Investment Commitment Closing, the Company shall issue and deliver to Subscriber or its designated assignees warrants (the "Second Commitment Warrants," together with the First Commitment Warrants, collectively referred to as the "Commitment Warrants) in the form attached hereto as Exhibit U, or such other form as agreed upon by the parties, to purchase 225,000 additional shares of Common Stock. Each Commitment Warrant shall be exerciseable at a price (the "Commitment Warrant Exercise Price") which shall initially equal the average closing bid price for the five (5) trading days immediately preceding April 5, 1999 ("Initial Exercise Price"), and shall have semi-annual reset provisions. Each Commitment Warrant shall be immediately exercisable at the Commitment Warrant Exercise Price, and shall have a term beginning on the date of issuance and ending on date that is five (5) years thereafter. The Warrant Shares shall be registered for resale pursuant to the Registration Rights Agreement. Concurrently with the issuance and delivery of the Commitment Warrant to the Subscriber, the Company shall deliver to the Subscriber a Commitment Warrant Opinion of Counsel (signed by the Company's independent counsel). On the last Business Day of each yearly six (6) Calendar Month period following the Effective Date (each such period a "Commitment Evaluation Period"), if the Company has not Put at least $1,000,000 in aggregate Put Dollar Amount during that Commitment Evaluation Period, the Company, in consideration of Investor's commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi-Annual Non-Usage FeeFee ") equal to the difference of (i) $100,000, minus (ii) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during that Commitment Evaluation Period. In the event that the Company delivers a Termination Notice to the Investor or an Automatic Termination occurs, the Company shall pay to the Investor (the "Termination Fee") the greater of (i) the Semi-Annual Non-Usage Fee for the applicable Commitment Evaluation Period, or (ii) the difference of (x) $100,000200,000, minus (y) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during all Puts to date, and the Company shall not be required to pay the Semi-Annual Non-Usage Fee thereafter. Notwithstanding the above, each no Semi-Annual Non-Usage Fee will be reduced by $10,000 for each Put shall accrue during the applicable any Commitment Evaluation Period where the number Company completed six (6) Puts, each of shares specified in the Put Notice equals or exceeds the Volume Limitations for that Put. If the Company Puts in excess of $1,000,000 in aggregate Put Dollar Amount during a Commitment Evaluation Period (the amount in excess of $1,000,000 being referred to as the "Carryover Amount"), then the Annual Non-Usage Fee, if any, which was for the immediately following Commitment Evaluation Period shall be reduced by an full amount equal to of the Carryover Amount divided by ten (10)Individual Put Limit. Each Semi Annual Non-Usage Fee or Termination Fee is payable, in cash, within five (5) business days of the date it accrued. The Company shall not be required to deliver any payments to Investor under this subsection until Investor has paid all Put Dollar Amounts that are then due.

Commitment Payments. In partial consideration hereof, following the execution of the Letter of Agreement dated on or about May 24, 1999 between the Company and the Investor, the Company issued and delivered to Subscriber or its designated assignees, warrants (the "Commitment Warrants") in the form attached hereto as Exhibit U, or such other form as agreed upon by the parties, to purchase 490,000 shares of Common Stock. The Commitment Warrants shall be exercisable at a price (the "Commitment Warrant Exercise Price") which shall initially equal the weighted average price for the five (5) trading days immediately preceding May 24, 1999 ("Initial Exercise Price"), and shall have reset provisions. Each Commitment Warrant shall be immediately exercisable at the Commitment Warrant Exercise Price, and shall have a term beginning on the date of issuance and ending on date that is five (5) years thereafter. The Warrant Shares shall be registered for resale pursuant to the Registration Rights Agreement. Concurrently with the issuance and delivery of the Commitment Warrant to the Subscriber, the Company shall deliver to the Subscriber a Commitment Warrant Opinion of Counsel (signed by the Company's independent counsel). On the last Business Day of each yearly Twelve (12) Calendar Month period following the Effective Date date of this Agreement (each such period a "Commitment Evaluation Period"), if the Company has not Put at least $1,000,000 2,000,000 in aggregate Put Dollar Amount during that Commitment Evaluation Period, the Company, in consideration of Investor's commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Annual Non-Usage FeeFee ") equal to the difference of (i) $100,000200,000, minus (ii) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during that Commitment Evaluation Period. In the event that the Company delivers a Termination Notice to the Investor or an Automatic Termination occurs, the Company shall pay to the Investor (the "Termination Fee") the greater of (i) the Annual Non-Usage Fee for the applicable Commitment Evaluation Period, or (ii) the difference of (x) Planet America (Final Amended and Restated) Inv. Agreement 18 $100,000200,000, minus (y) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during all Puts to date, and the Company shall not be required to pay the Annual Non-Usage Fee thereafter. Notwithstanding the above, each Annual Non-Usage Fee will be reduced by $10,000 for each Put during the applicable Commitment Evaluation Period where the number of shares specified in the Put Notice equals or exceeds the Volume Limitations for that Put. If the Company Puts in excess of $1,000,000 in aggregate Put Dollar Amount during a Commitment Evaluation Period (the amount in excess of $1,000,000 being referred to as the "Carryover Amount"), then the Annual Non-Usage Fee, if any, for the immediately following Commitment Evaluation Period shall be reduced by an amount equal to the Carryover Amount divided by ten (10). Each Annual Non-Usage Fee or Termination Fee is payable, in cash, payable within five (5) business days of the date it accrued, in cash or in registered, unlegended, freely tradable Common Stock of the Company. Where such payment is made in shares of Common Stock, each share of Common Stock shall be valued at the lesser of (i) the weighted average price of the Common Stock for the five (5) Business Days preceding the date that such Annual Non-Usage Fee is due, or (ii) the weighted average price of the Common Stock for the five (5) Business Days preceding the date that such shares are delivered to Investor. The Company shall not be required to deliver any payments to Investor under this subsection until Investor has paid all Put Dollar Amounts that are then due.

Commitment Payments. On each six (6) month anniversary of the last Business Day of each yearly period following Investment Commitment Closing, if the Effective Date Investor has not received at least an amount equal to the applicable Semi-Annual Commitment Fee, as set forth below, in aggregate Gross Discount Amounts for the preceding six (6) Calendar Months (each such period a "Commitment Evaluation Period"), if the Company has not Put at least $1,000,000 in aggregate Put Dollar Amount during that Commitment Evaluation Period, the Company, in consideration of Investor's commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi-Annual Non-Usage FeeCommitment Shortfall") equal to the difference of (i) $100,000the applicable Semi-Annual Commitment Fee, as defined below, minus (ii) 10% the aggregate of the aggregate Put Dollar Amount of Gross Discount Amounts received by the Put Shares put to Investor during that Commitment Evaluation Periodthe preceding six (6) Calendar Months. In the event that the Company delivers a Termination Notice to the Investor or an Automatic Termination occursInvestor, the Company shall pay to the Investor (the "Termination Fee") the greater of (i) the Semi-Annual Non-Usage Commitment Fee for the applicable Commitment Evaluation Period, less the Gross Discount Amount on amounts put to the Investor in that Commitment Evaluation Period, or (ii) the difference of (x) $100,000200,000, minus (y) 10% the aggregate of the aggregate Put Dollar Amount of the Put Shares put to Investor during Gross Discount Amounts for all Puts to date, and the Company shall not be required to pay the Semi-Annual Non-Usage Fee Commitment Shortfall thereafter. Notwithstanding For purposes hereof, the above, each Semi-Annual Non-Usage Commitment Fee will shall be reduced by $10,000 for each Put during the applicable as follows: Commitment Evaluation Period where the number of shares specified in the Put Notice equals or exceeds the Volume Limitations for that Put. Semi-Annual Commitment Fee ---------------------------- -------------------------- First 6 Calendar Months after Closing* $50,000** 6 through 12 Calendar Months after Closing $75,000 12 through 18 Calendar Months after Closing $100,000 18 through 24 Calendar Months after Closing $100,000 24 through 30 Calendar Months after Closing $125,000 30 through 36 Calendar Months after Closing $150,000 * = Investment Commitment Closing ** = If the date of effectiveness of the Registration Statement is more than 4 Calendar Months after the date of filing of the Registration Statement, and the Company Puts in excess of $1,000,000 in aggregate Put Dollar Amount during a has used its best efforts to cause such Registration Statement to become effective as soon as possible, the Semi-Annual Commitment Evaluation Period (the amount in excess of $1,000,000 being referred to as the "Carryover Amount"), then the Annual Non-Usage Fee, if any, Fee for the immediately following Commitment Evaluation Period First 6 Calendar Months After Closing shall be reduced by an amount equal to the Carryover Amount divided by ten (10). Each Annual Non-Usage Fee or Termination Fee is payable, in cash, within five (5) business days of the date it accrued$25,000. The Company shall not be required to deliver any payments to Investor under this subsection subSection until Investor has paid all Put Dollar Amounts that are then due.