AMENDMENT TO PROMISSORY NOTE
AMENDMENT
TO PROMISSORY NOTE
THIS AMENDMENT (the
“Amendment”) is made as of January 20, 2008 (“Effective Date”) by
and between Dais Analytic Corporation, having place of business at
00000 Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxx 00000 (“Dais”) and Xxxx Charitable
Trust, having a place of business at 0000 Xxxx-Xxxxxxxxxxx Xxxx,
Xxxxxxxxxxx, Xxx Xxxx 00000 (“Xxxx Charitable Trust”) collectively, the
“Parties” and singularly, a “Party”)
WITNESSETH
WHEREAS, on May 22, 2007 Dais
issued an unsecured promissory note in the original principal amount of Two
Hundred Thousand Dollars ($200,000) to Xxxx Charitable Trust (“ Promissory
Note”), and
WHEREAS, the Parties wish to
amend the terms and conditions of the Promissory Note allow Dais to pay one half
of the total principal and interest payable thereunder in cash with the
remaining balance to be paid by Dais issuing to Xxxx Charitable Trust shares of
Dais $.01 par value Common Stock at a rate of one share of stock for each
twenty-five cents ($.25) of principal and interest owed.
NOW, THEREFORE, in
consideration of the mutual premises, representations, warranties, covenants and
agreements contained herein, and intending to be legally bound hereby, the
parties hereto agree as follows:
1. The
parties agree that Section 1(b) of the Promissory Note is hereby deleted in its
entirety and the following provisions shall be inserted in place
thereof:
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“(b). Maturity
Date. On February 10, 2008, Company shall pay, in cash, to the
order of Payee at the address indicated above, one half of the total
outstanding Principal and accrued but unpaid interest due under the
Promissory Note as of January 24, 2008 (“Maturity Date”). The remaining
one half of the total outstanding Principal and accrued but unpaid
interest due under the Promissory Note shall be payable by Dais issuing to
the Xxxx Charitable Trust one share of Dais $.01 par value common stock
for every twenty-five cents ($.25) of said remaining outstanding Principal
and interest. As a condition of said issuance Xxxx Charitable Trust shall
execute a subscription agreement containing reasonable terms and
conditions for issuance of said stock, including but not limited to, a
representation by Xxxx Charitable Trust that it is a ‘Accredited investor”
as defined in Regulation D of the Securities Act of 1933. Said
subscription agreement is to be provided by
Dais.
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2. All
other terms and conditions of the Promissory Note shall remain unchanged and in
full force and effect.
3. This
Agreement may be executed in counterparts, each of which will be deemed an
original, and all of which together constitute one and the same
instrument.
IN WITNESS WHEREOF, the
Company has executed and delivered this Note on the date first written
above.
XXXX CHARITABLE
TRUST
By: /s/
Xxxxxxx Xxxx
Print Name: Xxxxxxx
Xxxx
Title:
_____________________________________
DAIS
ANALYTIC CORPORATION
By: /s/
Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx - President
Amendment to Promissory
Note – Page 1 January
20, 2008
