ContractExhibit 1.1 Common 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,
Contract2 Registration 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
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:
