ex10-10.htm


    

      
        

      


      


       

      


       

      


       

      REGISTRATION
RIGHTS AGREEMENT

       

      dated as
of _________,____ 200_

       

      between

       

      CERTAIN
PURCHASERS IDENTIFIED HEREIN

       

      and

       

      DAIS
ANALYTIC CORPORATION

       

      


       

         

      

      
        


        
          


        

        


      


      
        
           


        

        
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      REGISTRATION
RIGHTS AGREEMENT

       

      Registration Rights Agreement
(this “Agreement”) dated as
of _________,  , 2007 by and
among the purchasers listed on the signature pages hereto (the “Purchasers”) and DAIS
ANALYTIC, a [New York] corporation (the “Company”).

       

       

      RECITALS

       

      WHEREAS,
pursuant to that certain Subscription Agreement dated as of ______,    __,
200_, by and between the Company and the Purchasers and the Secured
Convertible Promissory Notes (the “Notes”) any Stock
Purchase Warrants (the “Warrants”) issued
pursuant thereto (the “Agreements”), the
Company has issued to the Purchasers securities convertible into Common Stock
(collectively, the “Securities”), and has agreed to enter into this Agreement to
provide the Purchasers with certain registration rights in respect of such
Securities; and

       

      WHEREAS,
the parties hereto hereby desire to set forth the Company’s obligations to cause
the registration of the Registrable Securities (as defined below) pursuant to
the Securities Act (as defined below) and applicable state securities
laws.

       

      NOW,
THEREFORE, in consideration of the purchase by the Purchasers of the Securities
pursuant to the Investment Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

       

      Section
1.               Definitions and
Usage.

       

      As used
in this Agreement:

       

      1.1.           Definitions.

       

      “Agreements” shall have
the meaning set forth in the Recitals.

       

      “Commission” shall mean
the Securities and Exchange Commission.

      


      “Common Stock” shall
mean (i) the common stock, par value $.01 per share, of the Company, and (ii)
shares of capital stock of the Company issued by the Company in respect of or in
exchange for shares of such common stock in connection with any stock dividend
or distribution, stock split-up, recapitalization, recombination or exchange by
the Company generally of shares of such common stock.

      


      "Effectiveness Date"
means, subject to Section 2.3 hereof, with respect to the Registration Statement
the earlier of (A) the one hundred fiftieth (150th) day
following the Filing Date or (B) the date which is within five (5) Business Days
after the date on which the Commission informs the Company (i) that the
Commission will not review the Registration Statement or (ii) that the Company may
request the acceleration of the effectiveness of the Registration Statement and
the Company makes such request; provided that, if the
Effectiveness Date falls on a Saturday, Sunday or any other day which shall be a
legal holiday or a day on  which the
Commission is authorized or required by law or other government actions to
close, the Effectiveness Date shall be the following business day on which the
Commission is authorized or required by law or other government actions to
close, the Effectiveness Date shall be the following business
day.

        


      


      
        
           


        

        
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      “Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended.

       

                                                      "Filing Date" means,
subject to Section 2.3 hereof, the forty-fifth (45th) day
following the completion of the first conversion of the Notes issued pursuant to
the Agreements; provided that, if the Filing
Date falls on a Saturday, Sunday or any other day which shall be a legal holiday
or a day on which the Commission is authorized or required by law or other
government actions to close, the Filing Date shall be the following business
day.

      


      “Holder” shall mean
any Purchaser and any Transferee of any Registrable Securities from a Holder, to
the extent that such Transferee shall have been assigned rights under this
Agreement in accordance with Section 8, in each case at such times as such
Person shall own any Registrable Securities.

      


      “Person” shall mean
any individual, corporation, partnership, joint venture, association,
joint-stock company, limited liability company, trust, unincorporated
organization or government or other agency or political subdivision
thereof.

       

      “Piggyback
Registration” shall have the meaning set forth in Section 3.

       

      “Register”, “registered”, and
“registration”
shall refer to a registration effected by preparing and filing a registration
statement or similar document in compliance with the Securities Act, and the
declaration or ordering by the Commission of effectiveness of such registration
statement or document.

       

      “Registrable
Securities” shall mean, subject to Section 8 and Section 10.3: (i) all
shares of Common Stock issued or issuable upon the conversion or exercise of the
Securities held on the date hereof, (ii) any shares of Common Stock or other
securities issued as (or issuable upon the conversion or exercise of any
warrant, right or other security which is issued as) a dividend or other
distribution with respect to, or in exchange by the Company generally for, or in
replacement by the Company generally of, such Securities (or other Registrable
Securities); and (iii) any securities issued in exchange for Securities (or
other Registrable Securities) in any merger or reorganization of the Company;
provided, however, that
Registrable Securities shall not include any securities which have theretofore
been registered and sold pursuant to the Securities Act or which have been sold
to the public pursuant to Rule 144 or any similar rule promulgated by the
Commission pursuant to the Securities Act, and, provided, further, the Company
shall have no obligation under Sections 2 and 3 to register any Registrable
Securities of a Holder if the Company shall deliver to such Holder requesting
such registration an opinion of counsel reasonably satisfactory to such Holder
and its counsel to the effect that the proposed sale or disposition of all of
the Registrable Securities for which registration was requested does not require
registration under the Securities Act for a sale or disposition in a single
public sale, and offers to remove any and all legends restricting transfer from
the certificates evidencing such Registrable Securities.

       


      
        
           


        

        
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      “Registrable Securities then
outstanding” shall mean, with respect to a specified determination date,
the Registrable Securities owned by all Holders on such date.

       

      “Registration
Expenses” shall have the meaning set forth in Section
6.1.

       

      “Securities” shall
have the meaning set forth in the Recitals.

       

      “Securities Act” shall
mean the Securities Act of 1933, as amended.

       

      “Selling Holders”
shall mean, with respect to a specified registration pursuant to this Agreement,
Holders whose Registrable Securities are included in such
registration.

       

      "Transfer” shall mean
and include the act of selling, giving, transferring, creating a trust (voting
or otherwise), assigning or otherwise disposing of (other than pledging,
hypothecating or otherwise transferring as security) (and correlative words
shall have correlative meanings); provided, however, that any
transfer or other disposition upon foreclosure or other exercise of remedies of
a secured creditor after an event of default under or with respect to a pledge,
hypothecation or other transfer as security shall constitute a
“Transfer”.

       

      “Underwriters’
Representative” shall mean the managing underwriter, or, in the case of a
co-managed underwriting, the managing underwriter designated as the
Underwriters’ Representative by the co-managers.

       

      “Violation” shall have
the meaning set forth in Section 7.1.

       

      1.2.           Usage.

       

      (i)            
References to a Person are also references to its assigns and successors in
interest (by means of merger, consolidation or sale of all or substantially all
the assets of such Person or otherwise, as the case may be).

       

      (ii)           
References to Registrable Securities “owned” or “held” by a Holder shall include
Registrable Securities beneficially owned by such Person but which are held of
record in the name of a nominee, trustee, custodian, or other agent, but shall
exclude shares of Common Stock held by a Holder in a fiduciary capacity for
customers of such Person.

       

      (iii)           References
to a document are to it as amended, waived and otherwise modified from time to
time and references to a statute or other governmental rule are to it as amended
and otherwise modified from time to time (and references to any provision
thereof shall include references to any successor provision).

       

      (iv)           References
to Sections or to Schedules or Exhibits are to sections hereof or schedules or
exhibits hereto, unless the context otherwise requires.

       

      (v)           The
definitions set forth herein are equally applicable both to the singular and
plural forms and the feminine, masculine and neuter forms of the terms
defined.

       


      
        
           


        

        
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      (vi)           The
term “including” and correlative terms shall be deemed to be followed by
“without limitation” whether or not followed by such words or words of like
import.

       

      (vii)          The
term “hereof” and similar terms refer to this Agreement as a whole.

       

      (viii)         The
“date of” any notice or request given pursuant to this Agreement shall be
determined in accordance with Section 13.

       

      Section
2.               Initial
Registration.

       

      2.1.

       

      (i)           
On or prior to the Filing Date, the Company shall cause to be filed with the
Commission a registration statement meeting the requirements of the Securities
Act (a “Registration”), and
each Holder shall be entitled to have included therein (subject to the
conditions described in this Agreement) all of such Holder’s Registrable
Securities, subject to the terms and provision of Section 2.3
hereof.

       

      (ii)          
 The Company shall be entitled to postpone for up to sixty (60) days the
filing or effectiveness of any Registration statement otherwise required to be
prepared and filed pursuant to this Section 2.1, if the Board determines, in its
good faith reasonable judgment (with the concurrence of the managing
underwriter, if any), that such registration and the Transfer of Registrable
Securities contemplated thereby would materially interfere with, or require
premature disclosure of, any financing, acquisition or reorganization involving
the Company or any of its wholly owned subsidiaries and the Company promptly
gives the Holders prompt written notice of such determination.

       

      (iii)           The
Company shall give written notice of such proposed registration to all
Holders.  Any such Holder may, within ten (10)  days after
receipt of such notice, request in writing that all of such Holder’s Registrable
Securities, or any portion thereof designated by such Holder, be included in the
registration.

       

      2.2.           In
connection with a registration under Section 2.1, the Company
shall:

       

      (i)           
 Use its commercially reasonable efforts to have the registration declared
effective under the Securities Act as soon as possible, but in no event later
than the Effectiveness Date.

       

      (ii)          
 Use the Company’s commercially reasonable efforts to keep the registration
statement effective until such date as is the earlier of (x) the date when all
Registrable Securities covered by such Registration Statement have been sold or
(y) the date on which the Registrable Securities may be sold without any
restriction pursuant to Rule 144(k) as determined by the counsel to the Company
pursuant to a written opinion letter, addressed to the Company's transfer agent
to such effect (the "Effectiveness
Period").  Notwithstanding the foregoing, if for any reason the
effectiveness of a registration pursuant to this Section 2 is suspended or
postponed as permitted by Section 2.1(ii), the foregoing period shall be
extended by the aggregate number of days of such suspension or
postponement.

       


      
        
           


        

        
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      2.3.           Notwithstanding anything to the contrary set forth in
this Section 2, in the event the Commission does not permit the Company to
register all of the Registrable Securities in the Registration Statement because
of the Commission’s application of Rule 415, the Company shall register in the
Registration Statement such number of Registrable Securities as is permitted by
the Commission, provided, however, that the number of Registrable Securities to
be included in such Registration Statement or any subsequent registration
statement shall be determined in the following order: (i) first, the shares of
Common Stock issuable upon conversion of the Notes shall be registered on a pro
rata basis among the holders of the Notes, and (ii) second, the shares of Common
Stock issuable upon exercise of the Warrants shall be registered on a pro rata
basis among the holders of the Warrants.  In the event the Commission
does not permit the Company to register all of the Registrable Securities in the
initial Registration Statement, the Company shall use its best efforts to file
subsequent Registration Statements to register the Registrable Securities that
were not registered in the initial Registration Statement as promptly as
possible and in a manner permitted by the Commission.  For purposes of
this Section 2.3, “Filing Date” means with respect to each subsequent
Registration Statement filed pursuant hereto, the
later of (i) sixty (60) days following the sale of substantially all of the
Registrable Securities included in the initial Registration Statement or any
subsequent Registration Statement and (ii) six (6) months following the
effective date of the initial Registration Statement or any subsequent
Registration Statement, as applicable, or such earlier date as permitted by the
Commission. For purposes of this Section 2.3, “Effectiveness Date”
means with respect to each subsequent Registration Statement filed pursuant
hereto, the earlier of (A) the ninetieth (90th) day
following the filing date of such Registration Statement (or in the event such
Registration Statement receives a “full review” by the Commission, the one
hundred twentieth (120th) day
following such filing date) or (B) the date which is within five (5) business
days after the date on which the Commission informs the Company (i) that the
Commission will not review such Registration Statement or (ii) that the Company may
request the acceleration of the effectiveness of such Registration Statement and
the Company makes such request; provided that, if the
Effectiveness Date falls on a Saturday, Sunday or any other day which shall be a
legal holiday or a day on which the Commission is authorized or required by law
or other government actions to close, the Effectiveness Date shall be the
following business day.

       

      2.4.           Failure to File Registration
Statement and Other Events.  The Company and the Holders agree
that the Holders will suffer damages if the Registration Statement is not filed
on or prior to the Filing Date and not declared effective by the Commission on
or prior to the date that is thirty (30) days following the Effectiveness Date
and maintained in the manner contemplated herein during the Effectiveness Period
or if certain other events occur.  The Company and the Holders further
agree that it would not be feasible to ascertain the extent of such damages with
precision.  Accordingly, if (A) the Registration Statement is not
filed on or prior to the Filing Date, or (B) the Registration Statement is not
declared effective by the Commission on or prior to the date that is thirty (30)
days following the Effectiveness Date, or (C) the Registration Statement is
filed with and declared effective by the Commission but thereafter ceases to be
effective as to all Registrable Securities at any time prior to the expiration
of the Effectiveness Period, without being succeeded by a subsequent
Registration Statement filed with and declared effective by the Commission in
accordance with the terms of this Agreement, or (D) the Company has breached
Section 2.1(ii) hereof, or (E) following the date that the shares of Common
Stock initially commence trading or quotation, trading in the Common Stock shall be
suspended or if the Common Stock is no longer quoted on or delisted from the
principal exchange on which the Common Stock is then traded for any reason for
more than ten (10) business days in the aggregate (any such failure or breach
being referred to as an "Event," and for purposes of clauses (A), (B) and (D)
the date on which such Event occurs, or for purposes of clause (C) after more
than thirty (30) days, or for purposes of clause (E) the date on which such ten
(10) Business Day period is exceeded being referred to as "Event Date"), the
Company shall pay an amount as liquidated damages to each Holder, payable in
cash, equal to one and one-half percent (1.5%) of the amount of the Holder’s
initial investment in the Notes for each calendar month or portion thereof
thereafter from the Event Date until the applicable Event is cured; provided,
however, that in no event shall the amount of liquidated damages payable at any
time and from time to time to any Holder pursuant to this Section 2.4 exceed an
aggregate of eight percent (8%) of the amount of the Holder’s initial investment
in the Notes.  The Company shall not be liable for liquidated damages
under this Agreement as to any Registrable Securities which are not permitted by
the Commission to be included in a Registration Statement because of its
application of Rule 415 until such time as the provisions of this Agreement as
to the Registration Statements required to be filed pursuant to Section 2.3 are
triggered, in which case the provisions of this Section 2.4 shall once again
apply, if applicable.  In such case, the liquidated damages shall be
calculated to only apply to the percentage of Registrable Securities which are
permitted by the Commission to be included in the Registration
Statement.  Notwithstanding anything to the contrary in this Section
2.4, if (a) any of the Events described in clauses (A), (B), (C) or (D) shall
have occurred, (b) on or prior to the applicable Event Date, the Company shall
have exercised in good faith its rights under Section 2.1(ii) hereof and (c) the
postponement or suspension permitted pursuant to such Section 2.1(ii) shall
remain effective as of such applicable Event Date, then the applicable Event
Date shall be deemed instead to occur on the second business day following the
termination of such postponement or suspension.  Liquidated damages
payable by the Company pursuant to this Section 2.4 shall be payable on the
third (3rd) business day of each thirty (30) day period following the Event
Date.  Notwithstanding anything to the contrary contained herein, in
no event shall any liquidated damages be payable with respect to the Warrants or
the shares of Common Stock issuable upon exercise thereof.

       


      
        
           


        

        
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      Common Stock shall be
suspended or if the Common Stock is no longer quoted on or delisted from the
principal exchange on which the Common Stock is then traded for any reason for
more than ten (10) business days in the aggregate (any such failure or breach
being referred to as an "Event," and for purposes of clauses (A), (B) and (D)
the date on which such Event occurs, or for purposes of clause (C) after more
than thirty (30) days, or for purposes of clause (E) the date on which such ten
(10) Business Day period is exceeded being referred to as "Event Date"), the
Company shall pay an amount as liquidated damages to each Holder, payable in
cash, equal to one and one-half percent (1.5%) of the amount of the Holder’s
initial investment in the Notes for each calendar month or portion thereof
thereafter from the Event Date until the applicable Event is cured; provided,
however, that in no event shall the amount of liquidated damages payable at any
time and from time to time to any Holder pursuant to this Section 2.4 exceed an
aggregate of eight percent (8%) of the amount of the Holder’s initial investment
in the Notes.  The Company shall not be liable for liquidated damages
under this Agreement as to any Registrable Securities which are not permitted by
the Commission to be included in a Registration Statement because of its
application of Rule 415 until such time as the provisions of this Agreement as
to the Registration Statements required to be filed pursuant to Section 2.3 are
triggered, in which case the provisions of this Section 2.4 shall once again
apply, if applicable.  In such case, the liquidated damages shall be
calculated to only apply to the percentage of Registrable Securities which are
permitted by the Commission to be included in the Registration
Statement.  Notwithstanding anything to the contrary in this Section
2.4, if (a) any of the Events described in clauses (A), (B), (C) or (D) shall
have occurred, (b) on or prior to the applicable Event Date, the Company shall
have exercised in good faith its rights under Section 2.1(ii) hereof and (c) the
postponement or suspension permitted pursuant to such Section 2.1(ii) shall
remain effective as of such applicable Event Date, then the applicable Event
Date shall be deemed instead to occur on the second business day following the
termination of such postponement or suspension.  Liquidated damages
payable by the Company pursuant to this Section 2.4 shall be payable on the
third (3rd) business day of each thirty (30) day period following the Event
Date.  Notwithstanding anything to the contrary contained herein, in
no event shall any liquidated damages be payable with respect to the Warrants or
the shares of Common Stock issuable upon exercise thereof.

       

      Section
3.               Piggyback
Registration.

       

      3.1.           If
at any time before 18 months from the date hereof the Company proposes to
register (including for this purpose a registration effected by the Company for
shareholders of the Company other than the Holders) securities under the
Securities Act in connection with the public offering solely for cash on Form
S-1, S-2 or S-3 (or any replacement or successor forms), the Company shall
promptly give each Holder of Registrable Securities written notice of such
registration (a “Piggyback
Registration”).  Upon the written request of each Holder given
within twenty (20) days following the date of such notice, the Company shall
cause to be included in such registration statement and use its best efforts to
be registered under the Securities Act all the Registrable Securities that each
such Holder shall have requested to be registered.  The Company shall
have the absolute right to withdraw or cease to prepare or file any registration
statement for any offering referred to in this Section 3 without any obligation
or liability to any Holder.

       

       


      
        
           


        

        
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        3.2.           If
the Underwriters’ Representative or Agent shall advise the Company in writing
(with a copy to each Selling Holder) that, in its opinion, the amount of
Registrable Securities requested to be included in such registration
would materially adversely affect such offering, or the timing thereof, then the
Company will include in such registration, to the extent of the amount and class
which the Company is so advised can be sold without such material adverse effect
in such offering:  First, all securities proposed to be sold by the
Company for its own account; second, the Registrable Securities requested to be
included in such registration by Holders pursuant to this Section 3, and all
other securities being registered pursuant to the exercise of contractual rights
comparable to the rights granted in this Section 3, pro rata based on the
estimated gross proceeds from the sale thereof; and third all other securities
requested to be included in such registration.

      

       

      3.3.           Except
as set forth in Section 3.2, each Holder shall be entitled to have its
Registrable Securities included in any  Piggyback Registrations
pursuant to this Section 3.  The rights under this Section 3 shall
expire after 18 months from the date hereof.

       


      
        
           


        

        
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      Section
4.               Registration
Procedures.  Whenever required under Section 2 or Section 3 to effect
the registration of any Registrable Securities, the Company shall, as
expeditiously as practicable:

       

      4.1.           Prepare
and file with the Commission a registration statement with respect to such
Registrable Securities.

       

      4.2.           Prepare
and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Securities Act and rules thereunder with respect to the disposition of all
securities covered by such registration statement.  If the
registration is for an underwritten offering, the Company shall amend the
registration statement or supplement the prospectus whenever required by the
terms of the underwriting agreement entered into pursuant to Section
5.2.  Subject to Rule 415 under the Securities Act, if the
registration statement is a Shelf Registration, the Company shall amend the
registration statement or supplement the prospectus so that it will remain
current and in compliance with the requirements of the Securities Act during the
period of its effectiveness, and if during such period any event or development
occurs as a result of which the registration statement or prospectus contains a
misstatement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, the
Company shall promptly notify each Selling Holder, amend the registration
statement or supplement the prospectus so that each will thereafter comply with
the Securities Act and furnish to each Selling Holder of Registrable Securities
such amended or supplemented prospectus, which each such Holder shall thereafter
use in the Transfer of Registrable Securities covered by such registration
statement.  Pending such amendment or supplement each such Holder
shall cease making offers or Transfers of Registrable Securities pursuant to the
prior prospectus.  In the event that any Registrable Securities
included in a registration statement subject to, or required by, this Agreement
remain unsold at the end of the period during which the Company is obligated to
use its efforts to maintain the effectiveness of such registration statement,
the Company may file a post-effective amendment to the registration statement
for the purpose of removing such Securities from registered
status.  The Company shall file the final prospectus pursuant to Rule
424 of the Securities Act no later than 9:00 a.m. Eastern Time on the business
day following the date the Registration Statement is declared effective by the
Commission

       

      4.3.           Furnish
to each Selling Holder of Registrable Securities, without charge, such numbers
of copies of the registration statement, any pre-effective or post-effective
amendment thereto, the prospectus, including each preliminary prospectus and any
amendments or supplements thereto, in each case in conformity with the
requirements of the Securities Act and the rules thereunder, and such other
related documents as any such Selling Holder may reasonably request in order to
facilitate the disposition of Registrable Securities owned by such Selling
Holder.

       

      4.4.           Use
the Company’s best efforts (i) to register and qualify the securities covered by
such registration statement under such other securities or Blue Sky laws of such
states or jurisdictions as shall be reasonably requested by the Underwriters’
Representative or Agent (as applicable, or if inapplicable, the Majority Selling
Holders), and (ii) to obtain the withdrawal of any order suspending the
effectiveness of a registration statement, or the lifting of any suspension of
the qualification (or exemption from qualification) of the offer and transfer of
any
of the Registrable Securities in any jurisdiction, at the earliest possible
moment; provided, however, that the
Company shall not be required in connection therewith or as a condition thereto
to qualify to do business or to file a general consent to service of process in
any such states or jurisdictions.

       


      
        
           


        

        
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      4.5.           In
the event of any underwritten or agented offering, enter into and perform the
Company’s obligations under an underwriting or agency agreement (including
indemnification and contribution obligations of underwriters or agents), in
usual and customary form, with the managing underwriter or underwriters of or
agents for such offering.

       

      4.6.           Use
the Company’s commercially reasonable efforts to obtain a so-called “comfort
letter” from its independent public accountants, and legal opinions of counsel
to the Company addressed to the Selling Holders, in customary form and covering
such matters of the type customarily covered by such letters.  The
Company shall furnish to each Selling Holder a signed counterpart of any such
comfort letter or legal opinion.  Delivery of any such opinion or
comfort letter shall be subject to the recipient furnishing such written
representations or acknowledgements as are customarily provided by selling
shareholders who receive such comfort letters or opinions.

       

      4.7.           Make
available for inspection by each Selling Holder whose Registrable Securities are
included in such registration, any underwriter(s) participating in any
disposition pursuant to such registration statement, and any representative,
agent or employee of or attorney or accountant retained by any such Holder or
underwriter(s) (collectively, the “Inspectors”), all financial and other
records, pertinent corporate documents and properties of the Company
(collectively, the “Records”) as shall be reasonably necessary to enable them to
exercise their due diligence responsibility (or establish a due diligence
defense), and cause the officers, directors and employees of the Company to
supply all information reasonably requested by any Inspector in connection with
such registration statement; provided, that the
Holder and Inspector enter into an appropriate non-disclosure agreement with the
Company; provided, further, that the
Records which the Company determines, in good faith, to be confidential and
which it notifies the Inspectors are confidential shall not be disclosed by the
Inspectors, unless (1) the release of the  Records is ordered pursuant
to a subpoena or other order from a court of competent jurisdiction or (2) the
disclosure of the Records is required by any applicable law or regulation or any
governmental regulatory body with jurisdiction over such Selling Holder or
underwriter; provided, further, that such
Selling Holder or underwriter(s) agree that such Selling Holder or
underwriter(s) will, upon learning the disclosure of such Records is sought in a
court of competent jurisdiction, give notice to the Company and allow the
Company, at the Company’s expense, to undertake appropriate action to prevent
disclosure of the Records deemed confidential.

       

      4.8.           Promptly
notify each Selling Holder of any stop order issued or threatened to be issued
by the Commission in connection therewith (and take commercially reasonable
actions to prevent the entry of such stop order or to remove it if
entered.

       

      4.9.           Provide
and cause to be maintained a transfer agent and registrar for all Registrable
Securities covered by such registration statement from and after a date not
later than the effective date of such registration statement.

       


      
        
           


        

        
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      4.10.         Use
all reasonable efforts to cause the Registrable Securities covered by such
registration statement (i) if the Common Stock is then listed on a securities
exchange or included for quotation in a recognized trading market, to continue
to be so listed or included for a reasonable period of time after the offering,
and (ii) to be registered with or approved by such other United States or state
governmental agencies or authorities as may be necessary by virtue of the
business and operations of the Company to enable the Selling Holders of
Registrable Securities to consummate the disposition of such Registrable
Securities.

       

      4.11.        
Use the Company’s reasonable efforts to provide a CUSIP number for the
Registrable Securities prior to the effective date of the first registration
statement including Registrable Securities.

       

      4.12.         Take
such other actions as are reasonably requested in order to expedite or
facilitate the disposition of Registrable Securities included in each such
registration.

       

      Section
5.               Holders’
Obligations.  It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Agreement with
respect to the Registrable Securities of any Selling Holder of Registrable
Securities that such Selling Holder shall:

       

      5.1.           Furnish
to the Company such information regarding such Selling Holder, the number of the
Registrable Securities owned by it, and the intended method of disposition of
such securities as shall be required to effect the registration of such Selling
Holder’s Registrable Securities, and to cooperate with the Company in preparing
such registration;

       

      5.2.           Agree
to sell their Registrable Securities to the underwriters at the same price and
on substantially the same terms and conditions as the Company or the other
Persons on whose behalf the registration statement was being filed have agreed
to sell their securities, and to execute the underwriting agreement, including
customary provisions, as agreed to by the Company.

       

      Section
6.               Expenses of
Registration.  Expenses in connection with registrations
pursuant to this Agreement shall be allocated and paid as follows:

       

      6.1.           With
respect to each registration under Section 2 and Section 3 hereunder, the
Company shall bear and pay all expenses incurred in connection with any
registration, filing, or qualification of Registrable Securities, including all
registration, filing and National Association of Securities Dealers, Inc. fees,
all fees and expenses of complying with securities or blue sky laws, all word
processing, duplicating and printing expenses, messenger and delivery expenses,
the reasonable fees and disbursements of counsel for the Company, and of the
Company’s independent public accountants, including the expenses of “cold
comfort” letters required by or incident to such performance and compliance (the
“Registration Expenses”), but excluding underwriting discounts and commissions
relating to Registrable Securities (which shall be paid on a pro rata basis by
the Selling Holders).

       

      6.2.           Any
failure of the Company to pay any Registration Expenses as required by this
Section 6 shall not relieve the Company of its obligations under this
Agreement.

       


      
        
           


        

        
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       Section
7.              Indemnification;
Contribution.  If any Registrable Securities are included in a
registration statement under this Agreement:

       

      7.1.           To
the extent permitted by applicable law, the Company shall indemnify and hold
harmless each Selling Holder, each Person, if any, who controls such Selling
Holder within the meaning of the Securities Act, and each officer, director,
partner, and employee of such Selling Holder and such controlling Person,
against any and all losses, claims, damages, liabilities and expenses (joint or
several), including attorneys’ fees and disbursements and expenses of
investigation, incurred by such party pursuant to any actual or threatened
action, suit, proceeding or investigation,  or to which any of the
foregoing Persons may become subject under the Securities Act, the Exchange Act
or other federal or state laws, insofar as such losses, claims, damages,
liabilities and expenses arise out of or are based upon any of the following
statements, omissions or violations (collectively a “Violation”):

       

      (i)           
Any untrue statement or alleged untrue statement of a material fact contained in
such registration statement, including any preliminary prospectus or final
prospectus contained therein, or any amendments or supplements thereto;
or

       

      (ii)           The
omission or alleged omission to state therein a material fact required to be
stated therein, or necessary to make the statements therein not
misleading;

       

      provided, however, that the
indemnification required by this Section 7.1 shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or expense if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld), nor shall the Company be liable in any such case
for any such loss, claim, damage, liability or expense to the extent that it
arises out of or is based upon a Violation which occurs in reliance upon and
in  conformity with written information furnished to the Company by
the indemnified party expressly for use in connection with such registration;
provided, further, that the
indemnity agreement contained in this Section 7 shall not apply to any
underwriter to the extent that any such loss is based on or arises out of an
untrue statement or alleged untrue statement of a material fact, or an omission
or alleged omission to state a material fact, contained in or omitted from any
preliminary prospectus if the final prospectus shall correct such untrue
statement or alleged untrue statement, or such omission or alleged omission, and
a copy of the final prospectus has not been sent or given to such person at or
prior to the confirmation of sale to such person if such underwriter was under
an obligation to deliver such final prospectus and failed to do
so.  The Company shall also indemnify underwriters, selling brokers,
dealer managers and similar securities industry professionals participating in
the distribution, their officers, directors, agents and employees and each
person who controls such persons (within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act) to the same extent as provided
above with respect to the indemnification of the Selling Holders.

       

      7.2.           To
the extent permitted by applicable law, each Selling Holder shall indemnify and
hold harmless the Company, each of its directors, each of its officers who shall
have signed the registration statement, each Person, if any, who controls the
Company within the meaning of the Securities Act, any other Selling Holder, any
controlling Person of any such other Selling Holder and each officer, director,
partner, and employee of such other Selling Holder and such controlling Person,
against any and all losses, claims, damages, liabilities and expenses
(joint and several), including attorneys’ fees and disbursements and expenses of
investigation, incurred by such party pursuant to any actual or threatened
action, suit, proceeding or investigation, or to which any of the foregoing
Persons may otherwise become subject under the Securities Act, the Exchange Act
or other federal or state laws, insofar as such losses, claims, damages,
liabilities and expenses arise out of or are based upon any Violation, in each
case to the extent (and only to the extent) that such Violation occurs in
reliance upon and in conformity with written information furnished by such
Selling Holder expressly for use in connection with such registration; provided, however, that (x) the
indemnification required by this Section 7.2 shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or expense if settlement
is effected without the consent of the relevant Selling Holder of Registrable
Securities, which consent shall not be unreasonably withheld, and (y) in no
event shall the amount of any indemnity under this Section 7.2 exceed the net
proceeds from the applicable offering received by such Selling
Holder.

       


      
        
           


        

        
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      7.3.           Promptly
after receipt by an indemnified party under this Section 7 of notice of the
commencement of any action, suit, proceeding, investigation or threat thereof
made in writing for which such indemnified party may make a claim under this
Section 7, such indemnified party shall deliver to the indemnifying party a
written notice of the commencement thereof and the indemnifying party shall have
the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an
indemnified party shall have the right to retain its own counsel, with the fees
and disbursements and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by such
counsel in such proceeding.  The failure to deliver written notice to
the indemnifying party within a reasonable time following the commencement of
any such action, if prejudicial to its ability to defend such action, shall
relieve such indemnifying party of any liability to the indemnified party under
this Section 7 but shall not relieve the indemnifying party of any liability
that it may have to any indemnified party otherwise than pursuant to this
Section 7.  Any fees and expenses incurred by the indemnified party
(including any fees and expenses incurred in connection with investigating or
preparing to defend such action or proceeding) shall be paid to the indemnified
party, as incurred, within thirty (30) days of written notice thereof to the
indemnifying party (regardless of whether it is ultimately determined that an
indemnified party is not entitled to indemnification hereunder).  Any
such indemnified party shall have the right to employ separate counsel in any
such action, claim or proceeding and to participate in the defense thereof, but
the fees and expenses of such counsel shall be the expenses of such indemnified
party unless (i) the indemnifying party has agreed to pay such fees and expenses
or (ii) the indemnifying party shall have failed to promptly assume the defense
of such action, claim or proceeding or (iii) the named parties to any such
action, claim or proceeding (including any impleaded parties) include both such
indemnified party and the indemnifying party, and such indemnified party shall
have been advised by counsel that there may be one or more legal defenses
available to it which are different from or in addition to those available to
the indemnifying party and that the assertion of such defenses would create a
conflict of interest such that counsel employed by the indemnifying party could
not faithfully represent the indemnified party (in which case, if such
indemnified party notifies the indemnifying party in writing that it elects to
employ separate counsel at the expense of the indemnifying party,
the

       


      
        
           


        

        
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      indemnifying party shall
not have the right to assume the defense of such action, claim or proceeding on
behalf of such indemnified party, it being understood, however, that the
indemnifying party shall not, in connection with any one such action, claim or
proceeding or separate but substantially similar or related actions, claims or
proceedings in the same jurisdiction arising out of the same general allegations
or circumstances, be liable for the reasonable fees and expenses of more than
one separate firm of attorneys (together with appropriate local counsel) at any
time for all such indemnified parties, unless in the reasonable judgment of such
indemnified party a conflict of interest may exist between such indemnified
party and any other of such indemnified parties with respect to such action,
claim or proceeding, in which event the indemnifying party shall be obligated to
pay the fees and expenses of such additional counsel or counsels).  No
indemnifying party shall be liable to an indemnified party for any settlement of
any action, proceeding or claim without the written consent of the indemnifying
party, which consent shall not be unreasonably withheld.

       

      7.4.           If
the indemnification required by this Section 7 from the indemnifying party is
unavailable to an indemnified party hereunder in respect of any losses, claims,
damages, liabilities or expenses referred to in this Section 7:

       

      (i)           
The indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or expenses in such proportion as
is appropriate to reflect the relative fault of the indemnifying party and
indemnified parties in connection with the actions which resulted in such
losses, claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations.  The relative fault of such indemnifying
party and indemnified parties shall be determined by reference to, among other
things, whether any Violation has been committed by, or relates to information
supplied by, such indemnifying party or indemnified parties, and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such Violation.  The amount paid or payable by a party as a
result of the losses, claims, damages, liabilities and expenses referred to
above shall be deemed to include, subject to the limitations set forth in
Section 7.1 and Section 7.2, any legal or other fees or expenses reasonably
incurred by such party in connection with any investigation or
proceeding.

       

      (ii)          
 The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 7.4 were determined by pro rata allocation
or by any other method of allocation which does not take into account the
equitable considerations referred to in Section 7.4(i).  No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.

       


      
        
           


        

        
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      7.5.           If
indemnification is available under this Section 7, the indemnifying parties
shall indemnify each indemnified party to the full extent provided in this
Section 7 without regard to the relative fault of such indemnifying party or
indemnified party or any other equitable consideration referred to in Section
7.4.

       

      7.6.           The
obligations of the Company and the Selling Holders of Registrable Securities
under this Section 7 shall survive the completion of any offering of Registrable
Securities pursuant to a registration statement under this Agreement, and
otherwise.

       

      Section
8.               Transfer of Registration
Rights.  Rights with respect to Registrable Securities may be
Transferred as follows:  all rights of a Holder with respect to
Registrable Securities pursuant to this Agreement may be Transferred by such
Holder to any Person in connection with the Transfer of Registrable Securities
to such Person, in all cases, if (x) any such Transferee that is not a party to
this Agreement shall have executed and delivered to the Secretary of the Company
a properly completed agreement substantially in the form of Exhibit A, and (y)
the Transferor shall have delivered to the Secretary of the Company, no later
than fifteen (15) days following the date of the Transfer, written notification
of such Transfer setting forth the name of the Transferor, name and address of
the Transferee, and the number of Registrable Securities which shall have been
so Transferred. Notwithstanding any provision of this Agreement to the contrary,
registration rights may be transferred without prior written consent of the
Company so long as such transferee shall not be a Competitor (as determined in
the reasonable good faith discretion of the Board of Directors of Company) of
the Company.

       

      Section
9.               Holdback.  Each
Holder entitled pursuant to this Agreement to have Registrable Securities
included in a registration statement prepared pursuant to this Agreement, if so
requested by the Underwriters’ Representative or Agent in connection with an
offering of any Registrable Securities, shall not effect any public sale or
distribution of shares of Common Stock or any securities convertible into or
exchangeable or exercisable for shares of Common Stock, including a sale
pursuant to Rule 144 under the Securities Act (except as part of such
underwritten or agented registration), during the fifteen (15) day period prior
to, and during the one hundred eighty (180) day period beginning on, the date
such registration statement is declared effective under the Securities Act by
the Commission, provided that such
Holder is timely notified of such effective date in writing by the Company or
such Underwriters’ Representative or Agent.  In order to enforce the
foregoing covenant, the Company shall be entitled to impose stop-transfer
instructions with respect to the Registrable Securities of each Holder until the
end of such period.

       

      Section
10.             Covenants of the
Company.  The Company hereby agrees and covenants as
follows:

       

      10.1.         The
Company shall file as and when applicable, on a timely basis, all reports
required to be filed by it under the Exchange Act.  If the Company is
not required to file reports pursuant to the Exchange Act, upon the request of
any Holder of Registrable Securities and following the expiration of the
relevant holding period specified in Rule 144 of the Securities Act, the Company
shall make publicly available the information specified in subparagraph (c)(2)
of Rule 144 of the Securities Act, and take such further action as may be
reasonably required from time to time and as may be within the reasonable
control of the Company, to enable the Holders to Transfer Registrable Securities
without registration under the Securities
Act within the limitation of the exemptions provided by Rule 144 under the
Securities Act or any similar rule or regulation hereafter adopted by the
Commission.

       


      
        
           


        

        
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      10.2.

       

      (i)           
The Company shall not effect any public sale or distribution of any shares of
Common Stock or any securities convertible into or exchangeable or exercisable
for shares of Common Stock, during the five (5) business days prior to, and
during the ninety (90) day period beginning on, the commencement of a public
distribution of the Registrable Securities pursuant to any registration
statement prepared pursuant to this Agreement (other than by the Company
pursuant to such registration if the registration is on Form S-4, Form S-8 or
any successor forms to such forms or pursuant to Section 3).

       

      (ii)           Any
agreement entered into after the date of this Agreement pursuant to which the
Company issues or agrees to issue any privately placed securities similar to any
issue of the Registrable Securities (other than (x) shares of Common Stock
pursuant to a stock incentive, stock option, stock bonus, stock purchase or
other employee benefit plan of the Company approved by its Board of Directors,
and (y) securities issued to Persons in exchange for ownership interests in any
Person in connection with a business combination in which the Company or any of
its majority owned subsidiaries is a party) shall contain a provision whereby
holders of such securities agree not to effect any public sale or distribution
of any such securities during the periods described in the first sentence of
Section 10.2(i), in each case including a sale pursuant to Rule 144 under the
Securities Act (unless such Person is prevented by applicable statute or
regulation from entering into such an agreement).

       

      Section
11.             Amendment, Modification and
Waivers; Further Assurances.

       

      (i)           
This Agreement may be amended with the written consent of the Company and the
Company may take any action herein prohibited, or omit to perform any act herein
required to be performed by it, only if the Company shall have obtained the
written consent of Holders owning Registrable Securities possessing a majority
in number of the Registrable Securities then outstanding to such amendment,
action or omission to act.

       

      (ii)           No
waiver of any terms or conditions of this Agreement shall operate as a waiver of
any other breach of such terms and conditions or any other term or condition,
nor shall any failure to enforce any provision hereof operate as a waiver of
such provision or of any other provision hereof.  No written waiver
hereunder, unless it by its own terms explicitly provides to the contrary, shall
be construed to effect a continuing waiver of the provisions being waived and no
such waiver in any instance shall constitute a waiver in any other instance or
for any other purpose or impair the right of the party against whom such waiver
is claimed in all other instances or for all other purposes to require full
compliance with such provision.

       

      (iii)           Each
of the parties hereto shall execute all such further instruments and documents
and take all such further action as any other party hereto may reasonably
require in order to effectuate the terms and purposes of this
Agreement.

       


      
        
           


        

        
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      Section
12.             Assignment;
Benefit.  This Agreement and all of the provisions hereof shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, assigns, executors, administrators or successors; provided,
however, that except as specifically provided herein with respect to certain
matters, neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned or delegated by the Company without the prior
written consent of Holders owning Registrable Securities possessing a majority
in number of the Registrable Securities outstanding on the date as of which such
delegation or assignment is to become effective.  A Holder may
Transfer its rights hereunder to a successor in interest to the Registrable
Securities owned by such assignor only as permitted by Section 8.

       

      Section
13.             Miscellaneous.

       

      13.1.         Governing
Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING REGARD TO THE
CONFLICT OF LAWS PRINCIPLES THEREOF.  Any legal action or proceeding
with respect to this Agreement shall be brought in the courts of the State of
New York or of the United States of America sitting in Manhattan, New York, and,
by execution, delivery and acceptance of this Agreement, the Company and Holders
hereby accept for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts.  The
Company and Holders hereby irrevocably waive, in connection with any such action
or proceeding, any objection, including, without limitation, any objection to
the laying of venue or based on the grounds of forum non conveniens, which they
may now or hereafter have to the bringing of any such action or proceeding in
such respective jurisdictions.

       

      13.2.         Notices.  All
notices and requests given pursuant to this Agreement shall be in writing and
shall be made by hand-delivery, first-class mail (registered or certified,
return receipt requested), confirmed facsimile or overnight air courier
guaranteeing next business day delivery to the relevant address specified on the
signature pages to this Agreement or in the relevant agreement in the form of
Exhibit A
whereby such party became bound by the provisions of this
Agreement.  Except as otherwise provided in this Agreement, the date
of each such notice and request shall be deemed to be, and the date on which
each such notice and request shall be deemed given shall be:  at the
time delivered, if personally delivered or mailed; when receipt is acknowledged,
if sent by facsimile; and the next business day after timely delivery to the
courier, if sent by overnight air courier guaranteeing next business day
delivery.

       

      13.3.         Entire Agreement;
Integration.  This Agreement supersedes all prior agreements
between or among any of the parties hereto with respect to the subject matter
contained herein and therein, and such agreements embody the entire
understanding among the parties relating to such subject matter.

       

      13.4.         Injunctive
Relief.  Each of the parties hereto acknowledges that in the
event of a breach by any of them of any material provision of this Agreement,
the aggrieved party may be without an adequate remedy at law.  Each of
the parties therefore agrees that in the event of such a breach hereof the
aggrieved party may elect to institute and prosecute proceedings in any court of
competent jurisdiction to enforce specific performance or to enjoin the
continuing breach hereof.  By seeking or obtaining any such relief,
the aggrieved party shall not be precluded from seeking or obtaining any other
relief to which it may be entitled.

       


      
        
           


        

        
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      13.5.        
Section
Headings.  Section headings are for convenience of reference
only and shall not affect the meaning of any provision of this
Agreement.

       

      13.6.         Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
an original, and all of which shall together constitute one and the same
instrument.  All signatures need not be on the same
counterpart.

       

      13.7.         Severability.  If
any provision of this Agreement shall be invalid or unenforceable, such
invalidity or unenforceability shall not affect the validity and enforceability
of the remaining provisions of this Agreement, unless the result thereof would
be unreasonable, in which case the parties hereto shall negotiate in good faith
as to appropriate amendments hereto.

       

      13.8.         Filing.  A
copy of this Agreement and of all amendments thereto shall be filed at the
principal executive office of the Company with the corporate recorder of the
Company.

       

      13.9.         Termination.  This
Agreement may be terminated at any time by a written instrument signed by the
parties hereto.  Unless sooner terminated in accordance with the
preceding sentence, this Agreement (other than Section 7 hereof) shall terminate
in its entirety on such date as there shall be no Registrable Securities
outstanding, provided that any
shares of Common Stock previously subject to this Agreement shall not be
Registrable Securities following the sale of any such shares in an offering
registered pursuant to this Agreement.

       

      13.10.       No Third Party
Beneficiaries.  Nothing herein expressed or implied is intended
to confer upon any person, other than the parties hereto or their respective
permitted assigns, successors, heirs and legal representatives, any rights,
remedies, obligations or liabilities under or by reason of this
Agreement.

       


      
        
           


        

        
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      IN WITNESS WHEREOF, this
Agreement has been duly executed by the parties hereto as of the date first
written above.

       

                                                 The
Company:

       

      DAIS
ANALYTIC CORPORATION

       

      


      By:_________________________

      Name:
Timothy N. Tangredi

      Title:
President & CEO

       

      Address
for Notices:

       

      11552 Prosperous
Drive___________________

       

      Odessa, Florida
33556__________________

       

      


       

                                                                      The
Purchasers:

       

      


       

      Signature:_____________________________

       

      Name:____________________________

       

      Address:___________________________


       

      __________________________________

       

      __________________________________

       

      Amount
and Description of Securities Purchased:

       

      _____________________________________

       

      _____________________________________

       

      
        


      

      Address
for Notices:

       

      _____________________________________

       

      
        


      

                                                                                                     
______________________________________

                         



      
        
           


        

        
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      EXHIBIT
A

       

      to

       

      Registration

       

      Rights
Agreement

       

      AGREEMENT
TO BE BOUND

       

      BY THE
REGISTRATION RIGHTS AGREEMENT

       

      The
undersigned, being the transferee of __________ shares of the common stock, $.01
par value per share [or describe other capital stock received in exchange for
such common stock] (the “Registrable
Securities”), of DAIS ANALYTIC CORPORATION, a New York corporation (the
“Company”), as
a condition to the receipt of such Registrable Securities, acknowledges that
matters pertaining to the registration of such Registrable Securities is
governed by the Registration Rights Agreement dated as of [__________]*, 2008 initially among the
Company and the Holders referred to therein (the “Agreement”), and the
undersigned hereby (1) acknowledges receipt of a copy of the Agreement, and (2)
agrees to be bound as a Holder by the terms of the Agreement, as the same has
been or may be amended from time to time.

       

      Agreed to
this __ day of ______________, ____________.

       

       

      _________________________________

       

      _________________________________*

       

      _________________________________*