ex4-6.htm


    
      

    


    THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
STATE SECURITIES LAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION OF SUCH SECURITIES
UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
LAWS IS NOT REQUIRED.

     

    


    STOCK
PURCHASE WARRANT

    
    

     

    
      	Date of
      Issuance:  __________, 200_   	
               Certificate
      No.__

            


    

     

    


     

    


    To
Purchase ______________ Shares of

    Common
Stock of

    DAIS
ANALYTIC CORPORATION

    


    THIS
CERTIFIES THAT, for value received, the receipt and sufficiency of which is
hereby acknowledged:

    


    Subject
to the conditions set forth herein, ______________________ (“Holder”), or its
permitted assigns, is entitled to subscribe for and purchase from Dais Analytic
Corporation, a New York corporation (the “Company”), at any time or from time to
time after the date hereof (the “Issuance Date”) and continuing during the
period of exercise set forth in and subject to the limitations on exercise of
paragraph 3 hereof, a total of
_____________________________________________ (__________) fully paid and
non-assessable shares of the Company’s  Common Stock, par value $0.01
per share (the “Common Stock”), at an exercise price of
twenty-five  (US $0.25) per share (the “Exercise Price”), subject to
adjustment from time to time pursuant to the provisions of paragraph 5
hereof.  The term “Warrant(s),” as used herein, shall mean this
Warrant of even date herewith, including all amendments to any such Warrants and
all warrants issued in exchange, transfer or replacement
therefor.  The term “Warrant Shares,” as used herein, refers to the
shares of Common Stock purchased or purchasable upon the exercise of this
Warrant.

    


    This
Warrant is subject to the following provisions, terms and
conditions:

    


    1.           Definitions.  For
the purpose of the Warrants, the following terms, whether or not capitalized or
underlined in the text of this Warrant, shall have the following
meanings:

     

     “Commission” shall
mean the U.S. Securities and Exchange Commission or any other governmental
authority at the time administering the Securities Act.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Common Stock” shall
mean the common stock, par value $0.01 per share, of the Company.

     

    “Company” shall have
the meaning specified in the introduction to this Warrant.

     

    “Convertible Note
Issuance” shall mean those Secured Convertible Promissory Notes issued by
Company December 11, 2007 through and including January 21, 2008 having, in the
aggregate, an original principal amount of $2,950,000.

     

                   
“Convertible
Noteholder” with respect to any Convertible Note, means at any time each
Person then the record owner hereof and “Convertible
Noteholders” means all of such Convertible Noteholders
collectively

     

     “Exercise Agreement”
shall have the meaning specified in paragraph 2 hereof.

     

     “Exercise Price” shall
have the meaning specified in the introduction to this Warrant.

     

     “Securities Act” shall
mean the Securities Act of 1933, as amended, as any similar or successor federal
statute, and the rules and regulations of the Commission thereunder, all as the
same shall be in effect at the time.  Reference to a particular
section of the Securities Act shall include a reference to the comparable
section, if any, of any such similar or successor federal statute.

     

     “Warrant Shares” shall
have the meaning specified in the introduction to this Warrant.

     

     “Warrant(s)” shall
have the meaning specified in the introduction to this Warrant.

     

    2.             
Manner of Exercise;
Cashless Exercise; Issuance of Certificates; Payment for Shares; Buy-In Rights;
No Fractional Shares.

     

    (a)           The
rights represented by this Warrant may be exercised by the Holder hereof, in
whole or in partial increments of fifty thousand (50,000) shares, subject to the
limitations on exercise contained in paragraph 3 herein, by the surrender of
this Warrant, together with a completed Exercise Agreement in the form attached
hereto (“Exercise Agreement”), during normal business hours on any business day
at the principal office of the Company (or such other office or agency of the
Company as it may designate by notice in writing to the Holder hereof at the
address of such Holder appearing on the books of the Company) at any time during
the period set forth in paragraph 3 hereof and, subject to the terms of
subsection (b) below, upon payment to the Company by certified check or wire
transfer in an amount equal to the product obtained by multiplying the Exercise
Price by the number of Warrant Shares to be purchased in connection with such
exercise.  The Company agrees that the shares so purchased shall be and
are deemed to be issued to the Holder hereof as the record owner of such shares
as of the close of business on the day upon which all of the foregoing
requirements have been met.

      

        
          
             


          

          
             


            
              

            

          

          
             


          

        



    

    (b)           Notwithstanding
any provisions herein to the contrary and commencing one (1) year following the
Issuance Date if (i) the Per Share Market Value (as defined below) of one share
of Common Stock is greater than the Exercise Price (at the date of calculation
as set forth below) and (ii) a registration statement under the Securities Act
providing for the resale of the Warrant Shares is not then in effect by the date
such registration statement is required to be effective pursuant to the
Registration Rights Agreement or not effective at any time during the
Effectiveness Period (as defined in the Registration Rights Agreement) in
accordance with the terms of the Registration Rights Agreement, in lieu of
exercising this Warrant by payment of cash, the Holder may exercise this Warrant
by a cashless exercise and shall receive the number of shares of Common Stock
equal to an amount (as determined below) by surrender of this Warrant at the
principal office of the Company together with the properly endorsed Exercise
Agreement in which event the Company shall issue to the Holder a number of
shares of Common Stock computed using the following formula:

     

    X = Y - (A)(Y)

                     B

    


    
      	
              Where

            	
              X
      =

            	
              the
      number of shares of Common Stock to be issued to the
    Holder.

            


    

    


    
      	
               
      

            	
              Y
      =

            	
              the
      number of shares of Common Stock purchasable upon exercise of all of the
      Warrant or, if only a portion of the Warrant is being exercised, the
      portion of the Warrant being
exercised.

            


    

    


    
      	
               
      

            	
              A
      =

            	
              the
      Exercise Price.

            


    

    


    B
=           the Per Share
Market Value of one share of Common Stock.

    


    For
purposes hereof, "Per Share Market Value" means on any particular date (a) the
last closing bid price per share of the Common Stock on such date on the OTC
Bulletin Board or another registered national stock exchange on which the Common
Stock is then listed, or if there is no such price on such date, then the
closing bid price on such exchange or quotation system on the date nearest
preceding such date, or (b) if the Common Stock is not listed then on the OTC
Bulletin Board or any registered national stock exchange, the last closing bid
price for a share of Common Stock in the over-the-counter market, as reported by
the OTC Bulletin Board or in the National Quotation Bureau Incorporated or
similar organization or agency succeeding to its functions of reporting prices)
at the close of business on such date, or (c) if the Common Stock is not then
reported by the OTC Bulletin Board or the National Quotation Bureau Incorporated
(or similar organization or agency succeeding to its functions of reporting
prices), then the "Pink Sheet" quotes for the applicable trading days preceding
such date of determination, or (d) if the Common Stock is not then publicly
traded the fair market value of a share of Common Stock as determined by an
independent appraiser selected in good faith by the Holder and reasonably
acceptable to the Company.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (c)           Certificates
for the Warrant Shares so purchased shall be delivered to the Holder hereof
within a reasonable time after the rights represented by this Warrant shall have
been so exercised but in no event later than Five (5) business days (the
“Delivery Date”) after the date thereof.  The stock certificate or
certificates so delivered shall be registered in the name of said
Holder.  If this Warrant shall have been exercised only in part, then,
unless this Warrant has expired, the Company shall, at its expense, at the time
of delivery of said stock certificates(s), deliver to said Holder a new Warrant
representing the right to purchase the remaining number of shares of Common
Stock with respect to which this Warrant shall not then have been
exercised.

     

    (d)           In
addition to any other rights available to the Holder, if the Company fails to
cause its transfer agent to transmit to the Holder a certificate or certificates
representing the Warrant Shares pursuant to an exercise on or before the date
that is Five (5) business days following the Delivery Date, and if after such
date the Holder is required by its broker to purchase (in an open market
transaction or otherwise) shares of Common Stock to deliver in satisfaction of a
sale by the Holder of the Warrant Shares which the Holder anticipated receiving
upon such exercise (a “Buy-In”), then the
Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s
total purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the
number of shares of Warrant Shares that the Company was required to deliver to
the Holder in connection with the exercise at issue times (B) the price at which
the sell order giving rise to such purchase obligation was executed, and (2) at
the option of the Holder, either reinstate the portion of the Warrant and
equivalent number of shares of Warrant Shares for which such exercise was not
honored or deliver to the Holder the number of shares of Common Stock that would
have been issued had the Company timely complied with its exercise and delivery
obligations hereunder.  For example, if the Holder purchases Common
Stock having a total purchase price of $11,000 to cover a Buy-In with respect to
an attempted exercise of shares of Common Stock with an aggregate sale price
giving rise to such purchase obligation of $10,000, under clause (1) of the
immediately preceding sentence the Company shall be required to pay the Holder
$1,000. The Holder shall provide the Company written notice indicating the
amounts payable to the Holder in respect of the Buy-In, together with applicable
confirmations and other evidence reasonably requested by the
Company.  Nothing herein shall limit a Holder’s right to pursue any
other remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with
respect to the Company’s failure to timely deliver certificates representing
shares of Common Stock upon exercise of this Warrant as required pursuant to the
terms hereof.

     

    (e)           This
Warrant shall be exercisable only for a whole number of Warrant
Shares.  No fractions of shares of Common Stock, or scrip for any such
fractions of shares, shall be issued upon the exercise of this
Warrant.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3.           Period of
Exercise.  This Warrant is exercisable, subject to the
following limitations, at any time or from time to time during the period
beginning on the Issuance Date and ending five years thereafter (“Term”). During
the Term, Holder may exercise this Warrant for only that number of shares of
Common Stock equal to the product of the number of shares available hereunder
times a ratio the numerator of which is the total aggregate number of shares of
Common Stock issued to the Convertible Noteholders pursuant to any conversion of
the Convertible Notes as of the date of the proposed exercise and the
denominator of which is the total aggregate number of shares of Common Stock
that are subject to issuance to the Convertible Noteholders pursuant to the
Convertible Note Issuance; provided, however, in the event the Convertible Note
is repaid in full in cash on or prior to the maturity date of such Convertible
Note, Holder may exercise this Warrant for all of the shares of Common Stock
issuable hereunder

     

                   
4.           Shares to be Fully Paid;
Reservations of Shares.  The Company covenants and agrees that
all Warrant Shares will be duly authorized and validly issued and upon issuance
in accordance with the terms and conditions hereof, will be fully paid and
nonassessable. The Company further covenants and agrees that during the period
within which the rights represented by this Warrant may be exercised, the
Company will at all times have authorized, and reserved for the purpose of issue
upon exercise of the subscription rights evidenced by this Warrant a sufficient
number of shares of Common Stock to provide for the exercise of the rights
represented by this Warrant.

     

            
5.           Adjustment.

     

    (a)           Stock Dividends, Splits,
Reclassifications, etc.  If prior to the expiration date, the
Company shall pay a stock dividend upon, or subdivide, split-up, reverse split,
reclassify or combine its shares of Common Stock or if such stock shall be made
exchangeable for other stock of the Company or if the Company shall effect a
capital reorganization or reclassification of the capital stock or consolidate
or merge the Company with another entity or sell substantially all of its assets
to another entity in such a way that the holders of the Common Stock shall be
entitled to receive stock, securities, or assets with respect to or in exchange
for Common Stock then the Company shall appropriately adjust the number, class
and/or exercise price of the Stock subject to the outstanding Warrant to reflect
the change in Common Stock. All affected terms and conditions of the Warrant
shall also be appropriately adjusted. If, as a result of any adjustment under
this section the Warrant Holder shall become entitled to a fractional share of
Stock, the Holder shall have the right to purchase only the adjusted full number
of shares of Stock and no payment or other adjustment will be made in respect to
the fractional shares of Stock so disregarded. The determination of the
Company’s Board of Directors regarding any adjustment will be final and
conclusive. The Holder of the Warrant shall be given prompt notice of any
adjustment of the number of shares issuable on exercise of the Warrant or any
adjustment of the exercise price of the Warrant as well as the taking of any of
the foregoing corporate actions.

     

    (b)           Adjustments for Issuance of
Additional Shares of Common Stock..

     

    (A)           In
the event the Company, shall, at any time, from time to time,
issue or sell any additional shares of common stock (other than pursuant to
Stock Equivalents (hereafter defined) granted or issued prior to the issuance
date of this Note) (“Additional Shares of Common Stock”), at a price per share
less than the Exercise Price then in effect or without consideration, then the
Exercise Price upon each such issuance shall be adjusted to that price (rounded
to the nearest cent) determined by multiplying each of the Exercise Price then
in effect by a fraction:

      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    (i)           the
numerator of which shall be equal to the sum of (x) the number of shares of
Common Stock outstanding immediately prior to the issuance of such Additional
Shares of Common Stock plus (y) the number
of shares of Common Stock (rounded to the nearest whole share) which the
aggregate consideration for the total number of such Additional Shares of Common
Stock so issued would purchase at a price per share equal to the Exercise Price
then in effect, and

     

    (ii)           the
denominator of which shall be equal to the number of shares of Common Stock
outstanding immediately after the issuance of such Additional Shares of Common
Stock.

     

     

    (B)           The
provisions of paragraph (A) of Section 5(b) shall not apply to any issuance of
Additional Shares of Common Stock for which an adjustment is provided under
Section 5(c).  No adjustment of the number of shares of Common Stock
for which this Note shall be convertible shall be made under paragraph (A) of
Section 5(b) upon the issuance of any Additional Shares of Common Stock which
are issued pursuant to the exercise of any Common Stock Equivalents, if any such
adjustment shall previously have been made upon the issuance of such Common
Stock Equivalents pursuant to Section 5(c).

     

     

    (c)           Issuance of Common Stock
Equivalents. The provisions of this Section 5(c) shall apply if (a) the
Company, at any time after the Issuance Date, shall issue any securities
convertible into or exchangeable for, directly or indirectly, Common Stock
("Convertible Securities"), other than the Notes, or (b) any rights or warrants
or options to purchase any such Common Stock or Convertible Securities
(collectively, the "Common Stock Equivalents") shall be issued or
sold.  If the price per share for which Additional Shares of Common
Stock may be issuable pursuant to any such Common Stock Equivalent shall be less
than the applicable Exercise Price then in effect, or if, after any such
issuance of Common Stock Equivalents, the price per share for which Additional
Shares of Common Stock may be issuable thereafter is amended or adjusted, and
such price as so amended shall be less than the applicable Exercise Price in
effect at the time of such amendment or adjustment, then the applicable Exercise
Price upon each such issuance or amendment shall be adjusted as provided in the
first sentence of subsection (A) of Section 5(b).  No adjustment shall
be made to the Exercise Price upon the issuance of Common Stock pursuant to the
exercise, conversion or exchange of any Convertible Security or Common Stock
Equivalent where an adjustment to the Exercise Price was made as a result of the
issuance or purchase of any Convertible Security or Common Stock
Equivalent.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


                    (d)           Certain Issues
Excepted.  Anything herein to the contrary notwithstanding, the
Company shall not be required to make any adjustment to the Exercise Price under
Sections 5(b) and (c) in connection with (i) securities issued (other than for
cash) in connection with a merger, acquisition, or consolidation, (ii)
securities issued pursuant to the conversion or exercise of convertible or
exercisable securities issued or outstanding on or prior to the date hereof (so
long as the conversion or exercise price in such securities are not amended to
lower such price and/or adversely affect the Payee), (iii) securities issued in
connection with bona fide strategic license agreements or other partnering
arrangements so long as such issuances are not for the sole purpose of raising
capital, (iv) up to 2,000,000 shares of Common Stock issued pursuant to the
Company’s stock option plans and employee stock purchase plans as they now exist
or may exist in the future approved by the Board of Directors, (v) up to 250,000
shares of Common Stock issued to the Company’s consultants for services rendered
to the Company so long as such issuances are approved by the Board of Directors,
and (vi) any warrants issued to the placement agent and its designees for the
transactions contemplated hereby.

    


    6.           Representation of holder
..  By acceptance of this Warrant, the Holder hereby represents,
warrants and covenant that any shares of stock purchased upon exercise of this
Warrant shall be acquired for investment only and not with a view to, or for
sale in connection with, any distribution thereof; that the Holder has had such
opportunity as such Holder has deemed adequate to obtain the merits and risks of
its investment in the Company; that holder is an “accredited investor” as that
term is defined in regulation d under the united states securities act of
1933;  that Holder is able to bear the economic risk of holding such
shares as may be required pursuant to the exercise of this Warrant for an
indefinite period; the Holder understand that the shares of stock acquired
pursuant to the exercise of this Warrant will not be registered under the
Securities Exchange Act and will be “ restricted securities” within the meaning
of Rule 144 under the Securities Act and that the exemption from registration
under Rule 144 will not be available for at least one year from the date
of  exercise of this Warrant and even then will not be available
unless a public market then exists for the common stock, adequate information
concerning the Company then made available to the public, and other terms and
conditions of Rule 144 are complied with; and that all stock certificates
representing shares of stock issued to Holder upon exercise of this Warrant may
have affixed thereto a legend substantially in the following form:

    


     

    THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
STATE SECURITIES LAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION OF SUCH SECURITIES
UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
LAWS IS NOT REQUIRED.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    The
Company agrees to reissue this Warrant or certificates representing any of the
Warrant Shares, without the legend set forth above if at such time, prior to
making any transfer of any such securities, the Holder shall give written notice
to the Company describing the manner and terms of such transfer.  Such
proposed transfer will not be effected until: (a) either (i) the Company has
received an opinion of counsel reasonably satisfactory to the Company, to the
effect that the registration of such securities under the Securities Act is not
required in connection with such proposed transfer, (ii) a registration
statement under the Securities Act covering such proposed disposition has been
filed by the Company with the Securities and Exchange Commission and has become
effective under the Securities Act, (iii) the Company has received other
evidence reasonably satisfactory to the Company that such registration and
qualification under the Securities Act and state securities laws are not
required, or (iv) the Holder provides the Company with reasonable assurances
that such security can be sold pursuant to Rule 144 under the Securities Act;
and (b) either (i) the Company has received an opinion of counsel reasonably
satisfactory to the Company, to the effect that registration or qualification
under the securities or "blue sky" laws of any state is not required in
connection with such proposed disposition, or (ii) compliance with applicable
state securities or "blue sky" laws has been effected or a valid exemption
exists with respect thereto.  The Company will respond to any such
notice from a holder within three (3) business days.  In the case of
any proposed transfer under this Section 6, the Company will use reasonable
efforts to comply with any such applicable state securities or "blue sky" laws,
but shall in no event be required, (x) to qualify to do business in any state
where it is not then qualified, (y) to take any action that would subject it to
tax or to the general service of process in any state where it is not then
subject, or (z) to comply with state securities or “blue sky” laws of any state
for which registration by coordination is unavailable to the
Company.  The restrictions on transfer contained in this Section 6
shall be in addition to, and not by way of limitation of, any other restrictions
on transfer contained in any other section of this Warrant.  Whenever
a certificate representing the Warrant Shares is required to be issued to a the
Holder without a legend, in lieu of delivering physical certificates
representing the Warrant Shares, the Company shall cause its transfer agent to
electronically transmit the Warrant Shares to the Holder by crediting the
account of the Holder's Prime Broker with DTC through its DWAC system so long as
the Company’s transfer agent is participating in the DWAC system.

    


    7.           Agreement of the
Company.   The Company will not, through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, seeking to avoid the
observance of this Warrant. In the event that the Company completes a
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action and the surviving entity is not
a public company that is registered pursuant to the Securities Exchange Act of
1934, as amended, or its Common Stock is not listed or quoted on a national
securities exchange, national automated quotation system or the OTC Bulletin
Board, then the Holder shall have the right, at the Holder’s expense, to have
the Company pay to the Holder an amount in cash equal to the value of this
Warrant calculated in accordance with the Black-Scholes formula.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    8.           No Rights or Liabilities as
a Shareholder.  This Warrant shall not entitle the Holders
hereof to any voting rights or any other rights as a shareholder of the
Company.  No provision of this Warrant, in the absence of affirmative
action by the Holder hereof to purchase Warrant Shares, and no mere enumeration
herein of the rights or privileges of the Holder hereof, shall give rise to any
liability of such Holder for the Exercise Price or as a shareholder of the
Company, whether such liability is asserted by the Company or by creditors of
the Company. Call.  The
Company shall have the right, upon notice to the Holder (“Call Notice”), to
“call” all or any portion of this Warrant (a “Call”) provided that (i) the
Warrant Shares have been registered for resale pursuant to the Securities Act,
and are freely tradable without restriction for at least the 30-day period
preceding such notice, (ii) the Per Share Market Value for the Common Stock has
been at least $1.50 per share (subject to adjustment to reflect stock splits,
stock dividends, recapitalizations and the like) for each trading day in the
20-trading day period immediately preceding the date of the Call Notice, and
(iii) the average daily trading volume for the Common Stock has been at least
75,000 shares for the 10-trading day period immediately preceding the date of
the Call Notice.  The Call Notice shall state what portion of the
Warrant is being Called and on what date the Call shall take effect, which date
shall be at least 30 calendar days after the Call Notice is sent to Holder (the
“Call Date”).  The Company covenants to honor all exercises of this
Warrant up until 5:00pm (Eastern Time) on the Call Date, and any such exercises
will be applied against the portion of the Warrant being Called.  The
Call Notice shall be void if on the Call Date, the Warrant Shares are no longer
freely tradable without restriction.  After 5:01pm (Eastern Time) on
the Call Date, any unexercised portion of the Warrant being Called shall be
cancelled without any consideration due to the Holder.

     

    9.           Transfer and
Exchange.

     

    (a)           Transfer of
Warrant.  Subject to compliance with applicable federal and
state securities laws, and the terms and conditions of this Agreement, Holder
shall have the right from time to time to transfer or sell all or a portion of
this Warrant to one or more third parties (a “Third Party Transferee”); provided, however, (i) no
Third Party Transferee shall be a Competitor (as determined in the reasonable
good faith discretion of the Board of Directors of Company) of the Company and
(ii) that any Third Party Transferee shall agree in writing to be bound as a
holder to the terms and conditions of this Warrant.

     

    (b)           Replacement of
Warrant.  Upon receipt of written notice from the holder hereof
or other evidence reasonably satisfactory to the Company of the loss, theft,
destruction
or mutilation of this Warrant and, in the case of any such loss, theft or
destruction, upon deliver of an indemnity agreement, or other indemnity
reasonably satisfactory to the Company, or, in the case of any such mutilation,
upon surrender and cancellation of such Warrant, the Company will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (c)           Cancellation; Payment of
Expenses.  Upon the surrender of this Warrant in connection
with any transfer or replacement as provided in this paragraph 9, this
Warrant shall be promptly canceled by the Company.

     

    10.           Notices.  All
notices and other communications required or permitted hereunder shall be in
writing, and shall be deemed to have been delivered on the date delivered by
hand, telegram, facsimile or by similar means, on the first (1st) day following
the day when sent by recognized courier or overnight delivery service (fees
prepaid), or on the fifth (5th) day following the day when deposited in the
mail, registered or certified (postage prepaid), addressed: (i) if to the Holder
hereof or any other holder of any Warrants, at the registered address of the
Holder hereof or such other holder as set forth in the register kept by the
Company at its principal office with respect to the Warrants, or to such other
address as the Holder hereof or such other holder may have designated to the
Company in writing, and (ii) if to the Company, at 11552 Prosperous Drive,
Odessa, Florida 33556, Attention: Timothy Tangredi or addresses as the Company
may designated in writing to the Holder hereof or any other holder of any of the
Warrants at the time outstanding.

     

    11.           Governing Law;
Jurisdiction.  This Warrant shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of New York, without regard to principles of conflicts of
laws.  Any legal action or proceeding with respect to this Warrant
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 Warrant, both the Company and Holder hereby accept for itself
and in respect of its property, generally and unconditionally, the jurisdiction
of the aforesaid courts.  The Company and Holder 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.

     

    12.           Miscellaneous.

     

    (a)           Amendments.  This
Warrant and any provision hereof may be changed, waived, discharged or
terminated, but only by an instrument in writing signed by the party (or any
predecessor in interest thereof) against whom enforcement of the same is
sought.

     

    (b)           Descriptive
Headings.  The descriptive headings of the several paragraphs
of this Warrant are inserted for purposes of reference only, and shall not
affect the meaning or construction of any of the provisions hereof.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (c)           Severability. It is expressly
agreed that if any provision of this Warrant shall be determined by a court of
competent jurisdiction to be void and of no effect, the provision of this
Warrant shall be deemed amended to modify or delete, as necessary, the offending
provision, and this Warrant as so amended or modified shall not be rendered
unenforceable or impaired but shall remain in force to the fullest extent
possible in keeping with the intentions of the parties.

     

    (d)           Counterparts. This
Warrant may be executed in counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one and the same
instrument.

     

    (e)           Waiver. The waiver of
the Company of any provision of this Warrant shall not operate as or be
construed to be a subsequent waiver of the same provision or waiver of any other
provision of this Warrant.

     

    (f)           Interpretation. All
decisions or interpretations of the Board of Directors of the Company with
respect to any question arising under this option shall be binding, conclusive
and final.

     

    IN WITNESS WHEREOF, the Company has caused this Warrant to be
signed by its duly authorized officer this ___ day of ___________,
200_.

       

      
        	DAIS ANALYTIC
      CORPORATION 	 	HOLDER 
	 	 	 
	 By:	 	 
	 	 	 
	Name: Timothy N.
      Tangredi 	 	By: 
	 	 	Print
      Name: 
	 	 	 
	Title: President
      and CEO	 	Title: 
	 	 	 
	 	 	Address: 
	 	 	 
	 	 	 
	 	 	 
	 	 	TIN#: 
	 	 	 
	 	 	Telephone
      Number: 
	 	 	 
	 	 	Facsimile
      Number: 


      

       

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    FORM
OF EXERCISE AGREEMENT

    


    


    [DATE]

    


    


    


    


    


    


    


    


    To: Dais
Analytic Corporation

    Attention:
Timothy Tangredi

    


    The
undersigned, pursuant to the provisions set forth in the attached Warrant,
hereby agrees to subscribe for and purchase _______ shares of $.01 par value
Common Stock covered by such Warrant.

    


    The
undersigned is an “accredited investor” and is acquiring such shares for the
purpose of investment and not with a view to or for sale in connection with any
distribution thereof.

    


    The
undersigned intends that payment of the Exercise Price shall be made as (check
one):

     

    Cash
Exercise_______

     

    Cashless
Exercise_______

     

    If the
Holder has elected a Cash Exercise, the Holder shall pay the sum of $________ by
certified or official bank check (or via wire transfer) to the Company in
accordance with the terms of the Warrant.

     

    If the
Holder has elected a Cashless Exercise, a certificate shall be issued to the
Holder for the number of shares equal to the whole number portion of the product
of the calculation set forth below, which is ___________.   The
Company shall pay a cash adjustment in respect of the fractional portion of the
product of the calculation set forth below in an amount equal to the product of
the fractional portion of such product and the Per Share Market Value on the
date of exercise, which product is ____________.

     

    X = Y -
(A)(Y)

          B

    


    
      	
              
                Where:
 
      

            	
               

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      The
number of shares of Common Stock to be issued to the Holder
__________________(“X”).



    
    

    


    The
number of shares of Common Stock purchasable upon exercise of all of the Warrant
or, if only a portion of the Warrant is being exercised, the portion of the
Warrant being exercised ___________________________ (“Y”).

     

    
      The
Exercise Price ______________ (“A”).



    The Per
Share Market Value of one share of Common Stock  ________________
(“B”).

    


    


    


    


                                          


       

      
        	 	 	 	Signature:   
	 	 	 	 
	 	 	 	Name: 
	 	 	 	 
	 	 	 	On behalf
      of: 
	 	 	 	 
	 	 	 	Its: 
	 	 	 	 
	 	 	 	Address: