Unassociated Document


    EXHIBIT
4.1

    


    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
AND ALL OTHER APPLICABLE SECURITIES LAWS. 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.

     

    STOCK
PURCHASE WARRANT


     

    
      	Date of
      Issuance:  ________, 2009   	
               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 Twenty Six Cents (US $.26) 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 thereof.  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 part, 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 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.

     

    3.           Period of
Exercise.  This Warrant is exercisable at any time or from time
to time during the period beginning on the Issuance Date and ending five years
thereafter (“Term”). 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.

     

    
      
         

      

      
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    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
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.

     

    5.           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.           Restrictions.  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:

     

    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.

    


    
      
         

      

      
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    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.           No Net Cash Settlement
Value.  In no event will the Company be required to net cash
settle an exercise of a Warrant.

     

    10.         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.

     

    11.           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.

     

    
      
         

      

      
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    12.           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. 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
New York.  The Company and by taking this Warrant, the 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.

     

    (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)           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 _______, 2009.


     

    
      	 	      
              DAIS ANALYTIC
      CORPORATION

              


              


              By:_____________________________

              Name:
      __________________________

              Title:   __________________________

            


    

     

    
      
         

      

      
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    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: