0001193125-11-151649 Sample Contracts

DAIS ANALYTIC CORPORATION UNDERWRITER WARRANT _______ shares of Common Stock
Warrant Agreement • May 26th, 2011 • Dais Analytic Corp • Miscellaneous manufacturing industries • New York

This UNDERWRITER WARRANT (this “Warrant”) of Dais Analytic Corporation, a corporation duly organized and validly existing under the laws of the State of New York (the “Company”), is being issued pursuant to that certain Underwriting Agreement, dated as of _______, 2011 (the “Underwriting Agreement”), between the Company and MDB Capital Group, LLC (the “Underwriter”) relating to a firm commitment public offering (the “Offering”) of _______ shares of common stock, $0.01 par value per share, of the Company (the “Common Stock”) underwritten by the Underwriter.

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UNDERWRITING AGREEMENT between DAIS ANALYTIC CORPORATION and MDB CAPITAL GROUP, LLC as Underwriter
Underwriting Agreement • May 26th, 2011 • Dais Analytic Corp • Miscellaneous manufacturing industries • New York

The undersigned, Dais Analytic Corporation, a New York corporation (the “Company”), hereby confirms its agreement with MDB Capital Group, LLC (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”) as follows:

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 26th, 2011 • Dais Analytic Corp • Miscellaneous manufacturing industries • Florida

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 23rd day of May 2011 (“Effective Date”) by and between Dais Analytic Corporation, a New York Corporation (“Company”), and Timothy N. Tangredi (“Executive”).

SECOND AMENDMENT OF LEASE AGREEMENT
Lease Agreement • May 26th, 2011 • Dais Analytic Corp • Miscellaneous manufacturing industries

THIS AGREEMENT is entered into the 23rd day of May, 2011 by and between Ethos Business Venture, L.L.C. (“Landlord”), 181C Hague Blvd, Glenmont, New York 12077 and Dais Analytic Corporation (“Tenant”), having a place of business at 11552 Prosperous Drive, Odessa, Florida 33556. Landlord and Tenant are referred to herein individually as “Party” and collectively as the “Parties”.

EMPLOYMENT AGREEMENT
Employment Agreement • May 26th, 2011 • Dais Analytic Corp • Miscellaneous manufacturing industries • Florida

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 24th day of May 2011 (“Effective Date”) by and between Dais Analytic Corporation, a New York Corporation (“Company”), and Scott G. Ehrenberg (“Executive”).

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