This excerpt taken from the CHTP 8-K filed Mar 20, 2007.
PURCHASE AND SALE
(a) Subject to the terms and conditions set forth in this Agreement, at the Closing, the Company shall issue and sell to the Subscriber, and the Subscriber shall purchase from the Company, such number of Shares of Common Stock equal to the quotient resulting from dividing (i) the aggregate purchase price for the Subscriber, as indicated below the Subscribers name on the signature page of this Agreement (the Subscription Amount) by (ii) the Purchase Price, rounded to the nearest whole Share. In addition, the Subscriber shall receive a Warrant to purchase a number of Warrant Shares equal to 30% of the number of Shares purchased by the Subscriber, as indicated below the Subscribers name on the signature page of this Agreement. The Warrants shall have an exercise price equal to 120% of the last sale price of the Companys Common Stock, as listed on the NASDAQ Capital Market, on the date prior to the date of this Agreement, and shall be exercisable at any time prior to the fifth anniversary of the date of issuance; provided that the Warrants shall be callable by the Company prior to the fifth anniversary of
the date of issuance if the volume weighted average price per share of the Common Stock exceeds $12.00, as adjusted for stock splits or combinations, for a period of 20 consecutive trading days.
(b) The Subscriber must complete and return a duly executed, unaltered copy of this Agreement (including without limitation the completed Accredited Investor Questionnaire and the Registration Rights Questionnaire included as Exhibits B-1 and B-2 hereto, respectively) to the Placement Agent. The Company and the Placement Agent shall each retain complete discretion to accept or reject any subscription unless and until the Company executes a counterpart to this Agreement that includes the Subscribers signature. On or before the Closing Date, the Subscriber shall deposit the amount of readily available funds equal to the Subscribers Subscription Amount in a segregated escrow account (the Escrow Account) with the Escrow Agent by wire transfer of immediately available funds pursuant to the instructions provided on Exhibit D attached hereto.
(c) The Closing shall be held on the date three Business Days after the date of this Agreement or any other date and time designated by the Company, the Subscribers and the Placement Agent (such date being the Closing Date). The Closing shall occur at the offices of the Edwards, Angell, Palmer & Dodge, LLP, counsel to the Placement Agent, or at such other locations or remotely by facsimile transmission or other electronic means as the parties may mutually agree. Upon satisfaction or waiver of all conditions to the Closing, the Placement Agent and the Company shall instruct the Escrow Agent to release the proceeds held in the Escrow Account to the Company, less fees and expenses due to the Placement Agent. Interest, if any, that has accrued with respect to the Subscription Amount while in escrow shall also be distributed to the Company at the Closing. In the event that a Subscribers Subscription Amount is returned for any reason, including if such subscription is rejected or there is no Closing, then the Subscriber will receive any interest actually accrued on the funds such Subscriber submitted.
(d) Promptly after Closing, the Company shall deliver, or cause to be delivered, a certificate or certificates, registered in such name or names as the Subscriber may designate, representing the Shares and Warrants purchased by the Subscriber hereunder, to the Subscribers mailing address indicated on the Accredited Investor Questionnaire included as Exhibit B-1 hereto.
2.2 Company Closing Deliveries. On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to the Subscriber the following (the Company Deliverables):
(a) this Agreement, duly executed by the Company; and
(b) a legal opinion of counsel to the Company, in substantially the form attached hereto as Exhibit C, executed by such counsel and addressed to the Subscriber (together with all other subscribers in the Offering) and the Placement Agent;
(c) a copy of the irrevocable instructions to the Companys transfer agent to deliver, as soon as practicable but in any event within three Business Days of the Closing Date, a certificate evidencing the number of Shares purchased by the Subscriber hereunder; and
(d) a certificate in form satisfactory to the Placement Agent executed by the chief executive officer or chief financial officer of the Company as to the Companys representations and warranties and covenants.
2.3 Subscriber Closing Deliveries. On or prior to the Closing, the Subscriber shall deliver or cause to be delivered to the Company the following (the Subscriber Deliverables):
(a) this Agreement, duly executed by the Subscriber;
(b) its Subscription Amount, in United States dollars and in immediately available funds, in the amount indicated below the Subscribers name on the signature page hereto by wire transfer to an account designated in writing by the Company for such purpose, as set forth on Exhibit D attached hereto; and
(c) a fully completed and duly executed Accredited Investor Questionnaire and Registration Rights Questionnaire attached as Exhibits B-1 and B-2.