Subscription Agreement and Accredited Investor QuestionnaireSubscription Agreement • August 11th, 2008 • Dais Analytic Corp • Nevada
The Company is offering, on a private placement basis, common shares of its own issue (each being a “Share”) to eligible investors (each such an investor who subscribes to this issue by this document is hereinafter referred to as the “Subscriber”) at a subscription price of Fifty-Five Cents (U.S. $.55) per Share. The Company offers, and the Subscriber accepts, the Shares on the terms and conditions as set forth in this subscription agreement (the “Agreement”).
ContractWarrant Agreement • August 11th, 2008 • Dais Analytic Corp • New York
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.
ContractNon-Qualified Stock Option Agreement • August 11th, 2008 • Dais Analytic Corp • New York
Employee Non Disclosure and Non Compete AgreementEmployee Non Disclosure and Non Compete Agreement • August 11th, 2008 • Dais Analytic Corp • Florida
WHEREAS, the Parties acknowledge Employee’s services as unique and important to the formulation of essential Company products and that to perform said services for Company Employee will need access to Company’s proprietary information; and
REGISTRATION RIGHTS AGREEMENT dated as of _________,____ 200_ between CERTAIN PURCHASERS IDENTIFIED HEREIN and DAIS ANALYTIC CORPORATIONRegistration Rights Agreement • August 11th, 2008 • Dais Analytic Corp • New York
Registration Rights Agreement (this “Agreement”) dated as of _________, , 2007 by and among the purchasers listed on the signature pages hereto (the “Purchasers”) and DAIS ANALYTIC, a [New York] corporation (the “Company”).
COMMERCIAL LEASE AGREEMENTCommercial Lease Agreement • August 11th, 2008 • Dais Analytic Corp • Florida
THIS LEASE AGREEMENT (“Lease”) is made and entered into this 18th day of March, 2005 by and between Ethos Business Venture, L.L.C., a Florida limited liability corporation (hereinafter referred to as "Landlord"), and Dais Analytic Corporation, whose address is 11552 Prosperous Drive, Odessa, Florida 33566 (hereinafter referred to as "Tenant"). Landlord and Tenant are referred to herein individually as “Party” and collectively as the “Parties”.
FIRST AMENDMENT OF LEASE AGREEMENTLease Agreement • August 11th, 2008 • Dais Analytic Corp
THIS AGREEMENT is entered into the ____ day of November, 2005 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.”
ContractWarrant Agreement • August 11th, 2008 • Dais Analytic Corp • New York
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
AMENDMENT TO PROMISSORY NOTEPromissory Note • August 11th, 2008 • Dais Analytic Corp
THIS AMENDMENT (the “Amendment”) is made as of January 20, 2008 (“Effective Date”) by and between Dais Analytic Corporation, having place of business at 11551 Prosperous Drive, Odessa, Florida 33556 (“Dais”) and Robb Charitable Trust, having a place of business at 3000 Troy-Schenectady Road, Schenectady, New York 12309 (“Robb Charitable Trust”) collectively, the “Parties” and singularly, a “Party”)
October 5, 2007 Mr. Tim Tangredi President/CEOPlacement Agent Agreement • August 11th, 2008 • Dais Analytic Corp • New York
This Placement Agent Agreement (“Agreement”) represents our understanding of the basis upon which Legend Merchant Group, Inc. (“LMG”) is engaged to act as placement agent (“Placement Agent”), as described below to Dais Analytic Corporation (the “Company”), and this version replaces any previous version of said understanding.
ContractWarrant Agreement • August 11th, 2008 • Dais Analytic Corp • New York
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
AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN DAIS ANALYTIC CORPORATION AND PATRICIA K. TANGREDIEmployment Agreement • August 11th, 2008 • Dais Analytic Corp • New York
PATENT SECURITY AGREEMENTPatent Security Agreement • August 11th, 2008 • Dais Analytic Corp
This PATENT SECURITY AGREEMENT (this “Agreement”) is made on this ___ day of _____________, 200_ between Dais Analytic Corporation ("Debtor"), and _________ _______________________________________("Secured Party").
ContractStock Purchase Warrant • August 11th, 2008 • Dais Analytic Corp • New York
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.
AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN DAIS ANALYTIC CORPORATION AND TIMOTHY N. TANGREDIEmployment Agreement • August 11th, 2008 • Dais Analytic Corp • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 28th day of July 2008 (“Effective Date”) by and between Dais Analytic Corporation, a New York Corporation ("Company"), and Timothy N. Tangredi ("Executive").
EMPLOYMENT AGREEMENTEmployment Agreement • August 11th, 2008 • Dais Analytic Corp • Florida
Subscription Agreement and Accredited Investor QuestionnaireSubscription Agreement • August 11th, 2008 • Dais Analytic Corp • New York
The Company is offering, on a private placement basis, Equity (as defined in the secured convertible promissory note by and between Company and subscriber dated _________, __, 200_ (“Convertible Note”) of its own issue (each being a “Share”) to eligible investors (each such an investor who subscribes to this issue by this document is hereinafter referred to as the “Subscriber”), pursuant to the terms and conditions of the Convertible Note. The Company offers, and the Subscriber accepts, the Shares on the terms and conditions as set forth in this subscription agreement (the “Agreement”).
