ex4-5.htm


    THIS
WARRANT, AND ANY SHARES OF COMMON STOCK ACQUIRED UPON THE EXERCISE OF THIS
WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”) OR ANY OTHER SECURITIES LAWS.  THIS WARRANT HAS BEEN
ACQUIRED FOR INVESTMENT AND NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE
SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR TRANSFERRED IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION OF THEM UNDER THE ACT AND ANY OTHER APPLICABLE
SECURITIES LAW, OR RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL OR OTHER
EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH SALE OR TRANSFER IS EXEMPT FROM
REGISTRATION UNDER THE ACT. NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE
TRANSFERRED EXCEPT UPON THE CONDITIONS SPECIFIED IN THIS WARRANT, AND NO
TRANSFER OF THIS WARRANT OR ANY OF SUCH SHARES SHALL BE VALID OR EFFECTIVE
UNLESS AND UNTIL SUCH CONDITIONS SHALL HAVE BEEN COMPLIED WITH.  THE
TRANSFERABILITY OF THIS WARRANT AND THE UNDERLYING SHARES ARE SUBJECT TO THE
TRANSFER RESTRICTIONS SET FORTH HEREIN. THE STOCK TRANSFER AGENT HAS BEEN
ORDERED TO EFFECTUATE TRANSFERS ONLY IN ACCORDANCE WITH THE ABOVE
INSTRUCTION.

    


    


    STOCK
PURCHASE WARRANT

    


     

    
      	 Date of
      Issuance:  __________________	
               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 and continuing during the period of exercise set
forth in 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
__________________________ (US $_______) 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.

     

                                
“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; Issuance
of Certificates; Payment for Shares; No Fractional Shares.  The
rights represented by this Warrant may be exercised by the Holder hereof, in
whole or in partial increments of 20,000 shares, by the surrender of this
Warrant, together with a completed Exercise Agreement in the form attached
hereto (“Exercise Agreement”), and an executed subscription agreement in such
form as Company may reasonably require, 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 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 together with all taxes
associated with the issue, exercise and receipt of Warrant
Shares.  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.   

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      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.  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.

       

    

    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.

     

    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 as to: (a) one third of the total
number of Warrant Shares on or after the six (6) month anniversary of the
Issuance Date, (b) an additional one third of the total number of Warrant Shares
on or after the one (1) year anniversary of the Issuance Date, and (c) the total
number of Warrant Shares commencing on or after the eighteen (18) month
anniversary of the Issuance Date.  Notwithstanding any provision of
this Warrant to the contrary, if the Per Share Market Value of the Common Stock,
is One Dollar and Fifty Cents ($1.50) per share or greater for ten (10)
consecutive trading days (subject to adjustment to reflect stock splits, stock
dividends, recapitalizations and the like), the Company may require Holder to
exercise the Warrant and purchase all Warrant Shares at the exercise price set
forth above within ten (10) business days of Company issuing notice to Holder or
the Warrant will automatically terminate. 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 by
Company and reasonably acceptable to Holder.

    


     

    3.           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
non-assessable. 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.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    4.           Adjustment.  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.

     

    6.           Representation of holder
..  By acceptance of this Warrant, the Holder hereby represent,
warrant 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 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:

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
       

       

      THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (‘THE ACT”), OR ANY OTHER SECURITIES LAWS. THESE SECURITIES
ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED, PLEDGED, HYPOTHECATED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT
AND ALL OTHER SECURITIES
LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.  INVESTORS
SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR FINANCIAL RISK OF THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY
REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER
TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT
AND ANY OTHER APPLICABLE FEDERAL OR STATE SECURITIES LAWS.

    

    


    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, seek to avoid the observance
of this Warrant.

     

    8.           No Rights or Liabilities as
a Shareholder.  This Warrant shall not entitle the holder
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.

     

    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, subject to approval of the Company which
shall not be unreasonably withheld, to transfer or sell this Warrant to one or
more third parties (a “Third Party Transferee”); provided, however, no Third
Party Transferee shall be a Competitor (as determined in the sole discretion of
the Board of Directors of Company) of the Company and no such transfer of any
nature to a Third Party Transferee shall be permitted prior to second
anniversary date of this Warrant. Any Third Party Transferee shall agree in
writing to be bound as a holder to the terms and conditions of this
Agreement.

     

    (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.  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.

     

    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

            
	 	 	 
	 	 	

               By:

            
	 	 	 Name:
	 	 	 Title:
	 	 	 
	 	 	 HOLDER
	 	 	 
	 	 	 Printed Name:
      ________________
	 	 	 
	 	 	 Address_______________________
	 	  	 
	   	 	 _____________________________
	 	 	 
	 	 	 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, and makes payment herewith in full
therefore at the price per share provided by such Warrant in
cash.  The undersigned is acquiring such shares for the purpose of
investment and not with a view to or for sale in connection with any
distribution thereof.

    


    


    Signature:________________________

    


    Name:___________________________

    


    On behalf
of:______________________

    


    Its:_____________________________

    


    Address:________________________