Diasys Corp Sample Contracts
ContractRegistration Rights Agreement • March 24th, 2004 • Diasys Corp • Laboratory analytical instruments • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 19, 2004 between Icon Investors Ltd. ("Purchaser") and DiaSys Corporation. (the "Company"). WHEREAS, simultaneously with the execution and delivery of this Agreement, pursuant to a Common Stock Purchase Agreement dated the date hereof (the "Purchase Agreement") the Purchaser has committed to purchase up to $2,000,000 of the Company's Common Stock, subject to increase to $5,000,000 at the option of the Company as set forth in the Purchase Agreement (terms not defined herein shall have the meanings ascribed to them in the Purchase Agreement); and WHEREAS, the Company desires to grant to the Purchaser the registration rights set forth herein with respect to the Draw Down Shares (the "Securities"). NOW, THEREFORE, the parties hereto mutually agree as follows: Section 1. Registrable Securities. As used herein the term "Registrable Security" means the Securities; provided, however, that any shares of Common Stock which are
Standard Contracts
INTERNATIONAL SALES AND SERVICE AGREEMENT ("AGREEMENT")International Sales and Service Agreement • October 14th, 2005 • Diasys Corp • Laboratory analytical instruments
Agreement effective this 4th day of May, 2005, by and between Diagnostic Bioserve Limited, PO Box 5246, 77 Karewa Parade, Papamoa Beach, Mt. Maunganui 3003, New Zealand with its affiliates and subsidiaries (the "Distributor") and Diasys Corporation of 81 West Main Street, Waterbury, Connecticut, USA ("DiaSys"). SECTION 1 - BUSINESS FRAMEWORK 1.1 Products: This Agreement pertains to workstation instruments ("Workstations"), their replacement parts and accessories ("Spares"), consumable products ("Consumables") and ELISA tests, rapid point-of-care tests and electrophoresis products marketed by DiaSys all as further described at the attached Schedule A (collectively, "Products"). 1.2 Business Purpose: The Distributor hereby agrees to actively promote Product in Australia ("Territory") or as such Territory is mutually defined. Promotion, by way of example only, means that the Distributor will: (a) direct its sales personnel and agents to actively recommend use of the Produc
PERSONAL GUARANTY AGREEMENT (Bloom)Personal Guaranty Agreement • September 29th, 2004 • Diasys Corp • Laboratory analytical instruments
This PERSONAL GUARANTY AGREEMENT (this "Agreement"), is made and entered into as of the 13th day of August 2004, by HOWARD M. BLOOM, an individual, (the "Guarantor"), in favor of MORRIS SILVERMAN, an individual (the "Lender").
ContractCommon Stock Purchase Agreement • March 24th, 2004 • Diasys Corp • Laboratory analytical instruments • New York
This COMMON STOCK PURCHASE AGREEMENT (this "Agreement") is dated as of March 19 2004 by and between DiaSys Corporation (the "Company") and Icon Investors Ltd. (the "Purchaser"). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to them in Article 9. WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and sell to Purchaser from time to time as provided herein, and Purchaser shall be obligated to purchase up to $2,000,000 (subject to increase to $5,000,000 subject to the further conditions set forth herein) worth of shares of Common Stock subject to the terms herein; and WHEREAS, such investments will be made by the Purchaser as statutory underwriter of a registered indirect primary offering of such Common Stock by the Company. NOW, THEREFORE, in consideration of the foregoing premises, and the promises and covenants herein contained,
ContractCommon Stock Purchase Warrant • October 24th, 2007 • Diasys Corp • Laboratory analytical instruments • Connecticut
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR OFFERED FOR SALE UNLESS REGISTERED OR QUALIFIED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION IN REASONABLY ACCEPTABLE FORM AND SCOPE TO THE COMPANY OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION, QUALIFICATION OR OTHER SUCH ACTIONS ARE NOT REQUIRED UNDER ANY SUCH LAWS OR THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE OFFERING OF THIS WARRANT HAS NOT BEEN REVIEWED OR APPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, OR BY ANY STATE'S SECURITIES ADMINISTRATOR. THIS WARRANT IS ALSO SUBJECT TO CERTAIN ADDITIONAL TRANSFER RESTRICTIONS PROVIDED FOR HEREIN.
ContractCommon Stock Purchase Warrant • April 7th, 2006 • Diasys Corp • Laboratory analytical instruments • Connecticut
EXHIBIT 10.30 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR OFFERED FOR SALE UNLESS REGISTERED OR QUALIFIED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION IN REASONABLY ACCEPTABLE FORM AND SCOPE TO THE COMPANY OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION, QUALIFICATION OR OTHER SUCH ACTIONS ARE NOT REQUIRED UNDER ANY SUCH LAWS OR THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE OFFERING OF THIS WARRANT HAS NOT BEEN REVIEWED OR APPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, OR BY ANY STATE'S SECURITIES ADMINISTRATOR. THIS WARRANT IS ALSO SUBJECT TO CERTAIN ADDITIONAL TRANSFER RESTRICTIONS PROVIDED FOR HEREIN.
DiaSys Corporation a diagnostic systems companyNon-Exclusive Distribution Agreement • October 14th, 2005 • Diasys Corp • Laboratory analytical instruments • Pennsylvania
NON-EXCLUSIVE DISTRIBUTION AGREEMENT THIS NON-EXCLUSIVE DISTRIBUTION AGREEMENT (this "Agreement") is entered into as of this 1st day of November, 2003, by and between DiaSys Corporation, a corporation in the state of Connecticut with its principal offices located at 81 West Main Street, Waterbury, Connecticut 06702 ("SUPPLIER"), and VWR INTERNATIONAL, INC., a Pennsylvania corporation with its principal offices located at 1310 Goshen Parkway, West Chester, Pennsylvania 19380 ("DISTRIBUTOR").
PURCHASING AGREEMENT Healthtrust Purchasing Group ProductsPurchasing Agreement • October 14th, 2005 • Diasys Corp • Laboratory analytical instruments
Vendor: DiaSys Corporation Products: WORKSTATIONS FOR AUTOMATED MICROSCOPY Effective Date: December 1, 2001 Agreement No.: 500251 Version: 08-25-01
INTERNATIONAL SALES AND SERVICE AGREEMENT ("AGREEMENT")International Sales and Service Agreement • October 25th, 2007 • Diasys Corp • Laboratory analytical instruments • Connecticut
Agreement effective this 16th day of December, 2005, by and between DICIP A located at Saltillo 19, 1 er Piso, Colonia Condesa, Mexico, DF, 06140, Delegacion Cuahtemoc with its affiliates and subsidiaries (the "Distributor") and Diasys Corporation of 81 West Main Street, Waterbury, Connecticut, USA ("DiaSys").
DISTRIBUTION AGREEMENT EXHIBIT A - PRODUCT AND PRICE SCHEDULE (SEE SPECIAL TERMS)Distribution Agreement • August 10th, 2006 • Diasys Corp • Laboratory analytical instruments
Form of ESCROW AGREEMENTEscrow Agreement • April 27th, 2004 • Diasys Corp • Laboratory analytical instruments • New York
THIS ESCROW AGREEMENT (this "Escrow Agreement") is made as of April __, 2004, by and among DiaSys Corporation, a corporation incorporated under the laws of Delaware (the "Company"), Icon Investors Ltd. and Feldman Weinstein, LLP with offices at 420 Lexington Avenue, Suite 2620, New York, New York 10170 (the "Escrow Agent"). Capitalized terms used but not defined herein shall have the meanings set forth in the Common Stock Purchase Agreement referred to in the first recital. WHEREAS, the Purchaser will from time to time as requested by the Company, purchase shares of the Company's Common Stock from the Company as set forth in that certain Common Stock Purchase Agreement (the "Purchase Agreement") dated March 19, 2004, as amended, between the Purchaser and the Company, which shares shall be issued pursuant to the terms and conditions contained herein and in the Purchase Agreement; and WHEREAS, the Company and the Purchaser have requested that the Escrow Agent hold in escrow a
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 7th, 2006 • Diasys Corp • Laboratory analytical instruments • Illinois
This Agreement dated as of November 1, 2004 by and between DIASYS CORPORATION, a Delaware corporation with a principal place of business at 81 West Main Street, Waterbury, Connecticut 06702 (the "Borrower"), and MORRIS SILVERMAN, an individual with a place of business at 790 Estate Drive, Suite 100, Deerfield, Illinois 60015 and GREGORY WITCHEL, an individual with a place of business at DiaSys Corporation, 81 West Main Street, Waterbury, Connecticut 06702 collectively ("Witchel" and, together with Silverman, collectively, the "Lenders").
INVESTMENT SUPPORT AGREEMENTInvestment Support Agreement • October 15th, 2007 • Diasys Corp • Laboratory analytical instruments
This Investment Support Agreement dated as of March 1, 2007 by and between DIASYS CORPORATION, a Delaware corporation with a principal place of business at 21 West Main Street, Waterbury, Connecticut 06702 (the "Company"), and MORRIS SILVERMAN, an individual, with an address at MS Management Corp., 790 Estate Drive, Suite 100, Deerfield, IL 60015 (the "Investor").
INVESTMENT AGREEMENTInvestment Agreement • October 24th, 2007 • Diasys Corp • Laboratory analytical instruments • Connecticut
This Investment Agreement dated as of October 5 2007 by and between DIASYS CORPORATION, a Delaware corporation with a principal place of business at 21 West Main Street, Waterbury, Connecticut 06702 (the "Company"), and MORRIS SILVERMAN, an individual, with an address at MS Management Corp., 790 Estate Drive, Suite 100, Deerfield, IL 60015 (the "Investor").
SETTLEMENT AGREEMENT AND GENERAL RELEASESettlement Agreement • July 20th, 2004 • Diasys Corp • Laboratory analytical instruments • Connecticut
WHEREAS, Todd M. DeMatteo ("DeMatteo") has filed a claim with the American Arbitration Association ("AAA") (No.121160063703) against DiaSys Corporation, a Delaware corporation ("Employer" or "DiaSys") alleging breach of employment contract; and WHEREAS, the Employer and DeMatteo agree that a settlement and resolution of their differences on the terms described below would best serve their individual interests, NOW, THEREFORE, the Employer and DeMatteo agree to the following as of July 14, 2004, the Effective Date hereof ("Effective Date"): 1. The Employer agrees to pay DeMatteo the gross sum of Two Hundred Thousand Dollars ($200,000.00), less the employee's share of customary employment related taxes and withholding for the severance compensation portion and the sum of Seventy Eight Thousand Dollars ($78,000.00) as reimbursement for payment of attorney's fees and AAA fees, on or before August 16, 2004, and a further sum of Two Hundred Thousand Dollars ($200,000.00) less t
DiaSys Corporation a diagnostic systems companyDistribution Agreement • June 30th, 2005 • Diasys Corp • Laboratory analytical instruments • Texas
July 23, 2001 Mr. Robert C. Kovar Director Of Marketing Fisher HealthCare 9999 Veterans Memorial Drive Houston, TX 77038. RE: Distribution of DiaSys Corporation ("Supplier") Products Dear Robert: This letter is to confirm our discussions concerning certain of Supplier's products, and the terms of our agreement concerning Fisher HealthCare, a division of Fisher Scientific Company L.L.C. ("Fisher's") supply distribution of these items. 1. Product Line. This Product Line shall be as set forth in Exhibit A and shall additionally include upgraded Products available from Supplier during the term of this Agreement ("Products"). All Products shall conform to Supplier's standard specifications. All outer shipping cartons and inner shelf packs shall conform to applicable laws and Supplier published specifications. 2. Distribution Rights. Supplier grants to Fisher the nonexclusive right to distribute the Products in the United States and such other geographic area
CONSULTING AGREEMENT Capital Management Internationale 96 Canopy, Irvine 92603 949-737-1157Consulting Agreement • March 24th, 2004 • Diasys Corp • Laboratory analytical instruments • New York
February 17, 2004 DiaSys Corporation 81 West Main St Waterbury, Ct 06702 Dear Greg: I am writing to set forth the terms of our consulting arrangement in connection with the sale of DiaSys Corporation (the "Company") stock to Icon Investors, Ltd. Capital Management Internationale ("CMI") will advise and consult with the Company regarding the terms of the possible sale of up to 2,483,600 shares of the Company's Common Stock, $.001 par value, to Icon Investors, Ltd. CMI's engagement will be for a period (the "Engagement Period") commencing on the date of this Engagement Letter and continuing for six (6) months from and after the date hereof. During the Engagement Period, CMI will review all financing arrangements with Icon Investors and will advise the Company regarding the terms thereof. For CMI's services, the Company will pay to CMI a consulting fee in the amount of up to $100,000, payable as follows:
INVESTMENT AGREEMENTInvestment Agreement • August 10th, 2006 • Diasys Corp • Laboratory analytical instruments • Connecticut
This Investment Agreement dated as of December 28, 2004 by and between DIASYS CORPORATION, a Delaware corporation with a principal place of business at 81 West Main Street, Waterbury, Connecticut 06702 (the "Company"), and JOHN WINFIELD, an individual residing at 800 Moraga Drive, Los Angeles, California (the "Investor"). 1. Purchase of Units. Subject to the terms and conditions contained in this Agreement, the Investor agrees to purchase, and the Company agrees to sell, One Million Two Hundred Fifty Thousand units (the "Units"), each consisting of: (i) one share of the Common Stock, $.001 par value ("Common Stock") of the Company, and (ii) one Common Stock Purchase Warrant (the "Warrant") entitling the holder to purchase one share of Common Stock at Fifty Cents ($.50) per share at any time prior to third anniversary of the date hereof, such Warrant to be in the form of Exhibit A attached hereto.
INTERNATIONAL DISTRIBUTOR AGREEMENTInternational Distributor Agreement • July 28th, 2005 • Diasys Corp • Laboratory analytical instruments
AGREEMENT ("Agreement") effective 20th June 2005 , by and between Cooplab,Crl together with its affiliates and subsidiaries ("Distributor") and DiaSys Europe Ltd, Unit 5, The Sapphire Centre, Fishponds Road, Wokingham, Berkshire RG41 2QL England ("DiaSys").
ContractWarrant Agreement • January 6th, 2005 • Diasys Corp • Laboratory analytical instruments
Exhibit 4.2 Form of Warrant THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR OFFERED FOR SALE UNLESS REGISTERED OR QUALIFIED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION IN REASONABLY ACCEPTABLE FORM AND SCOPE TO THE COMPANY OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION, QUALIFICATION OR OTHER SUCH ACTIONS ARE NOT REQUIRED UNDER ANY SUCH LAWS OR THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE OFFERING OF THIS WARRANT HAS NOT BEEN REVIEWED OR APPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, OR BY ANY STATE'S SECURITIES ADMINISTRATOR. THIS WARRANT IS ALSO SUBJECT TO CERTAIN ADDITIONAL TRANSFER RESTRICTIONS PROVIDED FOR HEREIN.
INVESTMENT SUPPORT AGREEMENTInvestment Support Agreement • October 24th, 2007 • Diasys Corp • Laboratory analytical instruments
This Investment Support Agreement dated as of October 5, 2007 by and between DIASYS CORPORATION, a Delaware corporation with a principal place of business at 21 West Main Street, Waterbury, Connecticut 06702 (the "Company"), and MORRIS SILVERMAN, an individual, with an address at MS Management Corp., 790 Estate Drive, Suite 100, Deerfield, IL 60015 (the "Investor").
INVESTMENT AGREEMENTInvestment Agreement • October 15th, 2007 • Diasys Corp • Laboratory analytical instruments • Connecticut
This Investment Agreement dated as of March 1, 2007 by and between DIASYS CORPORATION, a Delaware corporation with a principal place of business at 21 West Main Street, Waterbury, Connecticut 06702 (the "Company"), and MORRIS SILVERMAN, an individual, with an address at MS Management Corp., 790 Estate Drive, Suite 100, Deerfield, IL 60015 (the "Investor").
AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT BETWEEN DIASYS CORPORATION and ICON INVESTORS LTD.Common Stock Purchase Agreement • April 27th, 2004 • Diasys Corp • Laboratory analytical instruments
This Amendment No. 1 ("Amendment") is made to that certain Common Stock Purchase Agreement ("Agreement") dated as of March 19, 2004 between DiaSys Corporation ("Company") and Icon Investors Ltd. ("Purchaser") with respect to the following provisions of the Agreement: 1. Section 4.3(d) is amended and restated as follows:
Healthcare Purchasing Group - Cost-Per-Test Agreement R/S Series Automated Urine Sediment WorkstationsHealthcare Purchasing Group - Cost-Per-Test Agreement • August 10th, 2006 • Diasys Corp • Laboratory analytical instruments
PLAN: Allegiance Healthcare Corporation (Allegiance) is a distributor of the R/S Series Urine Sediment Workstations (Workstation) manufactured by DiaSys Corporation (DSC). Under this relationship, Allegiance and DSC have agreed to provide Customers with a Workstation on a cost-per-test basis under the following terms and conditions: WORKSTATION TYPE, INSTALLATION & TRAINING: DSC will install an R/S 2003 Workstation in any installation site performing 1,500 to 9,000 urine micros per month. DSC will install an R/S 2000 Workstation in any installation site performing 400 to 1,499 urine micros per month. Laboratories performing fewer than 400 urine micros per month will require a special quotation. At no additional cost to Customer, a DSC Representative will install each such Workstation and train Customer personnel in its proper use and care. Thereafter, Customer agrees to use the Workstation under the terms of this Agreement and strictly in compliance with the operating and care pr
DiaSys Corporation a diagnostic systems companyDistribution Agreement • October 14th, 2005 • Diasys Corp • Laboratory analytical instruments • Texas
July 23, 2001 Mr. Robert C. Kovar Director Of Marketing Fisher HealthCare 9999 Veterans Memorial Drive Houston, TX 77038. RE: Distribution of DiaSys Corporation ("Supplier") Products Dear Robert: This letter is to confirm our discussions concerning certain of Supplier's products, and the terms of our agreement concerning Fisher HealthCare, a division of Fisher Scientific Company L.L.C. ("Fisher's") supply distribution of these items. 1. Product Line. This Product Line shall be as set forth in Exhibit A and shall additionally include upgraded Products available from Supplier during the term of this Agreement ("Products"). All Products shall conform to Supplier's standard specifications. All outer shipping cartons and inner shelf packs shall conform to applicable laws and Supplier published specifications. 2. Distribution Rights. Supplier grants to Fisher the nonexclusive right to distribute the Products in the United States and such other geographic area
WWR INTERNATIONAL INTERNATIONAL SALES AND SERVICE AGREEMENT SCHEDULE AInternational Sales and Service Agreement • August 10th, 2006 • Diasys Corp • Laboratory analytical instruments
AGREEMENT FOR URINALYSIS EQUIPMENT, RELATED SUPPLIES, AND SERVICE Between BROADLANE, INC. and DIASYS CORPORATION DATED: APRIL 12002Agreement for Urinalysis Equipment, Related Supplies, and Service • October 14th, 2005 • Diasys Corp • Laboratory analytical instruments
This Agreement for Urinalysis Equipment, Related Supplies, and Service (the "Agreement"), effective as of April 1, 2002 (the "Effective Date"), is between Broadlane, Inc., a Delaware corporation with offices at 13727 Noel Road, Suite 1400, Dallas, Texas 75240 ("Broadlane"), and DiaSys Corporation, a Delaware corporation with offices at 81 West Main Street, Waterbury, CT 06702-2115 ("Supplier"). Broadlane operates a group-purchasing program through which Broadlane negotiates contracts for certain Products on behalf of health care providers (including hospitals, physician offices, nursing homes, ambulatory surgery centers, home care agencies, diagnostic imaging centers, long-term care facilities, etc.) that designate Broadlane as their group-purchasing agent (the "Members"). Member also includes a parent corporation of a health care provider or third party agent that enters into an agreement with Broadlane designating Broadlane as the purchasing agent of the health care provider.
INDEMNIFICATION AND MUTUAL CONTRIBUTION AGREEMENTIndemnification & Liability • September 29th, 2004 • Diasys Corp • Laboratory analytical instruments • Illinois
INDEMNIFICATION AND MUTUAL CONTRIBUTION AGREEMENT, dated as of the 13th day of August, 2004, by and among MORRIS SILVERMAN (the "Lender"), GREGORY WITCHEL, ROBERT M. WIGODA, HOWARD M. BLOOM , SHERWIN GILBERT, KENNETH GROSSMAN and JEFFREY B. AARONSON (all of whom are hereinafter sometimes collectively referred to as the "Guarantors") and DIASYS CORPORATION , a Delaware corporation (the "Company").
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 29th, 2004 • Diasys Corp • Laboratory analytical instruments • Illinois
This Agreement dated as of August 12, 2004 by and between DIASYS CORPORATION, a Delaware corporation with a principal place of business at 81 West Main Street, Waterbury, Connecticut 06702 (the "Borrower"), and MORRIS SILVERMAN, an individual with a place of business at 790 Estate Drive, Suite 100, Deerfield, Illinois 60015 (the "Lender").
AGREEMENT FOR URINALYSIS EQUIPMENT, RELATED SUPPLIES, AND SERVICE Between BROADLANE, INC. and DIASYS CORPORATION DATED: APRIL 12002Agreement for Urinalysis Equipment, Related Supplies, and Service • June 30th, 2005 • Diasys Corp • Laboratory analytical instruments
This Agreement for Urinalysis Equipment, Related Supplies, and Service (the "Agreement"), effective as of April 1, 2002 (the "Effective Date"), is between Broadlane, Inc., a Delaware corporation with offices at 13727 Noel Road, Suite 1400, Dallas, Texas 75240 ("Broadlane"), and DiaSys Corporation, a Delaware corporation with offices at 81 West Main Street, Waterbury, CT 06702-2115 ("Supplier"). Broadlane operates a group-purchasing program through which Broadlane negotiates contracts for certain Products on behalf of health care providers (including hospitals, physician offices, nursing homes, ambulatory surgery centers, home care agencies, diagnostic imaging centers, long-term care facilities, etc.) that designate Broadlane as their group-purchasing agent (the "Members"). Member also includes a parent corporation of a health care provider or third party agent that enters into an agreement with Broadlane designating Broadlane as the purchasing agent of the health care provider.
FORM OF DRAW DOWN NOTICECommon Stock Purchase Agreement • April 27th, 2004 • Diasys Corp • Laboratory analytical instruments
This Draw Down Notice is provided in connection with the Common Stock Purchase Agreement (the "Purchase Agreement"), dated March __, 2004, by and between DiaSys Corporation. (the "Company") and ICON Investors Ltd. (the "Purchaser") and the Escrow Agreement relating thereto. Words and expressions defined in the Purchase Agreement and Escrow Agreement shall bear the same meanings as in this Notice and the terms and conditions contained in the Purchase Agreement and the Escrow Agreement are hereby incorporated by reference and deemed to be a part of this Notice.
