CONFIDENTIALITY AND USE OF SUCH
INFORMATION.
THE COMPANY UNDERSTANDS AND CONFIRMS THAT PURCHASER SHALL BE
RELYING ON THE FOREGOING REPRESENTATIONS IN EFFECTING TRANSACTIONS IN SECURITIES
OF THE COMPANY.
4.8
USE OF PROCEEDS.
THE COMPANY SHALL USE THE NET PROCEEDS FROM THE
SALE OF THE SECURITIES HEREUNDER TO PURCHASE CERTAIN ASSETS OF THE SELLERS
PURSUANT TO THAT CERTAIN ASSET PURCHASE AGREEMENT, DATED AS OF JUNE 19, 2006, BY
AND AMONG THE COMPANY, CLRT ACQUISITION, LLC, A DELAWARE LIMITED LIABILITY
COMPANY AND WHOLLY-OWNED SUBSIDIARY OF THE COMPANY, AND THE SELLERS, TO FUND
TRANSACTION EXPENSES RELATED THERETO AND FOR GENERAL CORPORATE PURPOSES.
4.9
REIMBURSEMENT.
IF PURCHASER BECOMES INVOLVED IN ANY CAPACITY IN
ANY PROCEEDING BY OR AGAINST ANY PERSON WHO IS A STOCKHOLDER OF THE COMPANY
(EXCEPT AS A RESULT OF SALES, PLEDGES, MARGIN SALES AND SIMILAR TRANSACTIONS BY
PURCHASER TO OR WITH ANY CURRENT STOCKHOLDER), SOLELY AS A RESULT OF PURCHASER'S
ACQUISITION OF THE SECURITIES UNDER THIS AGREEMENT, THE COMPANY WILL REIMBURSE
PURCHASER FOR ITS REASONABLE LEGAL AND OTHER EXPENSES (INCLUDING THE COST OF ANY
INVESTIGATION PREPARATION AND TRAVEL IN CONNECTION THEREWITH) INCURRED IN
CONNECTION THEREWITH, AS SUCH EXPENSES ARE INCURRED; PROVIDED, THAT THE COMPANY
SHALL ONLY BE REQUIRED TO REIMBURSE PURCHASER PURSUANT TO THIS SECTION 4.9 WITH
RESPECT TO A PROCEEDING IN WHICH (I) THE PROCEEDING PRIMARILY RESULTS FROM THE
COMPANY'S BREACH OF THE TERMS OF THIS AGREEMENT AND (II) THE PROCEEDING DOES NOT
PRIMARILY RESULT FROM ANY ACTION IN VIOLATION OF THE TERMS OF THIS AGREEMENT OR
OTHER WRONGFUL ACTS BY THE PURCHASER REQUESTING REIMBURSEMENT.
THE
REIMBURSEMENT OBLIGATIONS OF THE COMPANY UNDER THIS PARAGRAPH SHALL BE IN
ADDITION TO ANY LIABILITY WHICH THE COMPANY MAY OTHERWISE HAVE, SHALL EXTEND
UPON THE SAME TERMS AND CONDITIONS TO ANY AFFILIATES OF THE PURCHASER WHO ARE
ACTUALLY NAMED IN SUCH ACTION, PROCEEDING OR INVESTIGATION, AND PARTNERS,
DIRECTORS, AGENTS, EMPLOYEES AND CONTROLLING PERSONS (IF ANY), AS THE CASE MAY
BE, OF THE PURCHASER AND ANY SUCH AFFILIATE, AND SHALL BE BINDING UPON AND INURE
TO THE BENEFIT OF ANY SUCCESSORS, ASSIGNS, HEIRS AND PERSONAL REPRESENTATIVES OF
THE COMPANY, THE PURCHASER AND ANY SUCH AFFILIATE AND ANY SUCH PERSON.
THE
COMPANY ALSO AGREES THAT NEITHER THE PURCHASER NOR ANY SUCH AFFILIATES,
PARTNERS, DIRECTORS, AGENTS, EMPLOYEES OR CONTROLLING PERSONS
19
SHALL HAVE ANY LIABILITY TO THE COMPANY OR ANY PERSON ASSERTING CLAIMS ON BEHALF
OF OR IN RIGHT OF THE COMPANY SOLELY AS A RESULT OF ACQUIRING THE SECURITIES
UNDER THIS AGREEMENT.
4.10
RESERVATION OF COMMON STOCK.
AS OF THE CLOSING DATE, THE COMPANY
SHALL HAVE RESERVED AND THE COMPANY SHALL CONTINUE TO RESERVE AND KEEP AVAILABLE
AT ALL TIMES, FREE OF PREEMPTIVE RIGHTS, A SUFFICIENT NUMBER OF SHARES OF COMMON
STOCK FOR THE PURPOSE OF ENABLING THE COMPANY TO ISSUE SHARES PURSUANT TO THIS
AGREEMENT AND TO ISSUE WARRANT SHARES PURSUANT TO THE WARRANTS.
4.11
LISTING OF COMMON STOCK.
THE COMPANY HEREBY AGREES TO USE
COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN THE LISTING OF THE COMMON STOCK ON
THE TRADING MARKET, AND AS SOON AS