Viking Systems Inc (VKNG)

[Rickety]

VKNG Bloggers, could you please help decode some of this legal verbiage from the recent news posted at the below link and how it might impact share price?

Re: biz.yahoo.com/e/101004/vkng.ob8-k.html

“In the aggregate, since the required registration statement was declared effective on February 12, 2010, the Company (VKNG) has sold 10,578,565 shares to the Investor Dutchess) for total net proceeds of $2,688,472. As a result, the Company may put up to an additional 4,421,435 shares to the Investor under the effective registration statement as of September 30, 2010. It is the Company's understanding that, upon notice from the Company to sell shares to the Investor under the Investment Agreement, the Investor begins selling shares in the open market and sells all of the shares before settlement with the Company. It is the Company's understanding that the Investor does not hold any of the Company's common stock and has resold all the shares put to the Investor. However, the Investment Agreement does not require the Investor to immediately sell the shares the Company issues to it.”

Q1: Looks like Viking gets to choose whether they continue to sell more to Dutchess according to the agreement. Is that correct?

Q2: If the above is correct, does anyone know of any financial facts on whether they will need to sell more to Dutchess?

Q3: If Dutchess buys the available remaining balance (4,421,435 shares), they must buy at market value. Am I correct? If so, how does that enable them to hold price down?

Q4: When they say “the Investor does not hold any of the Company's common stock and has resold all the shares put to the Investor.” Are they treating the shares purchased according to the agreement differently than common stock?

Q5: Further, they appear to be stating that Dutchess no longer holds ANY shares despite the fact that they could hold if they wanted to. If that is correct (Dutchess holds zero shares), this could be big for us (IMO) as it eliminates at least one market maker. Am I interpreting this statement of ‘any shares’ correctly? Could they really know (i.e. legal obligation)?

Q6: I am interested to hear overall thoughts on the relationship at this phase, how VKNG may be nearing the end of this relationship and how that might affect future price.

I will remind everyone that any responses are opinions and should be treated that way as each of us executes our own due diligence.

Thank you,