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
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:
FORM OF DRAW DOWN NOTICEDiasys Corp • April 27th, 2004 • 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.
