Unassociated Document


    EXHIBIT
4.2

     

    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: 	
               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.

     

    “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.

     

    (a)           The
rights represented by this Warrant may be exercised by the Holder hereof, in
whole or in part, 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, 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)           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.

     

    (c)           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.

     

    
      
         

      

      
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    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”).

     

    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.           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.

     

    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 six months from
the date of  exercise of this Warrant and even then will not be
available unless 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:

     

    
      
         

      

      
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    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.

    


    
      
         

      

      
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    7.           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.

     

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

     

    9.           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.

     

    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 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 discretion of
the Board of Directors of Company) of the Company and (ii) 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.

     

    
      
         

      

      
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    (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.

     

    12.           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.

     

    13.           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)           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.

     

    
      
         

      

      
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    (e)           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:
_Timothy N.
Tangredi_____________

    


    Title:
President &
CEO_________________

    


    
      
         

      

      
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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.

    


    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.

     

    
      	 	
              Signature:                                                                              
      

               

              Name:                                                                                      
      

               

              On
      behalf of:                                                                          

               

              Its:                                                                                            
      

               


              Address: