DAIS ANALYTIC CORPORATION 11552 PROSPEROUS DRIVE ODESSA, FL 33556

As an inducement to Platinum agreeing not to take any action against the Company or the Collateral as requested above until the expiration of the Forbearance Period, the Company hereby represents, warrants and covenants as follows:

 

1. No Duress.  The Company has freely and voluntarily proposed this letter agreement with Platinum (this “Letter Agreement”) after an adequate opportunity to review and discuss the terms and conditions and all factual and legal matters relevant hereto with counsel freely and independently chosen by it and this Letter Agreement is being executed without fraud, duress, undue influence or coercion of any kind or nature whatsoever having been exerted by or imposed upon any party.

 

2. Amount Due; Validity of Agreements. The Company does not contest the amounts outstanding under the Notes as set forth on Schedule A hereto (the “Outstanding Amount”).   The Company ratifies and confirms its obligations under the Notes, the Exchange Agreement (as defined in the Notes), the Patent Security Agreement, and all related instruments and agreements delivered to Platinum in connection therewith (collectively, the “Loan Documents”), and acknowledges and agrees that Platinum has a perfected, enforceable first lien on the Collateral securing the Obligations (as defined in the Patent Security Agreement), and further acknowledges and agrees that Platinum has a continuing security interest in all Collateral acquired in the future by the Company.

 

3. Interest. In consideration for the forbearance by Platinum on the terms hereof, the Company agrees that interest on the Notes accruing on and after June 14, 2012 shall accrue at the rate of twenty percent (20%) per annum.

 

4. Legal Fees. The Company shall pay to Platinum the sum of Fifteen Thousand Dollars ($15,000) for legal fees incurred by Platinum in connection with enforcement and collection of the Notes (such sum, the “Legal Fees”).  The Legal Fees shall be added to the principal amount of the Secured Note, and the Company’s obligation to pay the Legal Fees shall be secured by the Collateral.  The Company hereby grants Platinum a security interest in the Collateral to secure the Company’s obligation to pay the Legal Fees.  Upon execution and delivery hereof by the Company, the Legal Fees shall be added to and included within the definition of “Obligations” under the Patent Security Agreement.

 

5. No Defenses. Neither the Company nor any officer, director, employee, attorney, member, manager, legal representatives or affiliates of the Company (collectively, the “Company Group”) has any defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, or causes of action of any kind or nature whatsoever against Platinum, its officers, directors, employees, attorneys, members, managers, legal representatives or affiliates (collectively, the “Platinum Group”), directly or indirectly, arising out of, based upon, or in any manner connected with, any transaction, event, circumstance, action, failure to act, or occurrence of any sort or type, whether known or unknown, which occurred, existed, was taken, permitted, or began prior to the execution of this Letter Agreement and accrued, existed, was taken, permitted or begun in accordance with, pursuant to, or by virtue of the Notes or any of the terms or conditions of the Loan Documents, or which directly or indirectly relate to or arise out of or in any manner are connected with the Notes or any of the Loan Documents, the various stock purchase warrants issued by the Company to Platinum (as amended), and other securities of the Company issued to Platinum and agreements and instruments relating thereto (all of such documents and instruments, collectively the “Transaction Document”).  TO THE EXTENT ANY SUCH DEFENSES, AFFIRMATIVE OR OTHERWISE, RIGHTS OF SETOFF, RIGHTS OF RECOUPMENT, CLAIMS, COUNTERCLAIMS, OR CAUSES OF ACTION EXIST AGAINST THE PLATINUM GROUP, THE COMPANY, ON BEHALF OF ITSELF AND THE COMPANY GROUP, HEREBY FOREVER WAIVES, DISCHARGES AND RELEASES ALL SUCH DEFENSES, RIGHTS, CLAIMS, COUNTERCLAIMS, AND CAUSES OF ACTION.

6. No Waiver.  It is understood and agreed that this Letter Agreement does not waive or evidence consent to any default or Event of Default (including Existing Defaults) under the Notes or the Loan Documents. The parties hereto acknowledge and agree that, except with respect to Platinum’s agreement to delay the exercise of its rights and remedies with respect to the Existing Defaults as set forth above, Platinum shall retain all rights and remedies it may now have under the Loan Documents (collectively, “Default Rights”). The Company further agrees that the exercise of any Default Rights by Platinum on termination of the Forbearance Period and at any time thereafter shall not be affected by reason of this Letter Agreement, and the Company shall not assert as a defense thereto the passage of time, estoppel, laches or any statute of limitations.

 

7. Termination of Forbearance Period. Notwithstanding anything to the contrary contained herein, Platinum shall be entitled to pursue immediately its various rights and remedies, including its Default Rights, against the Company and all Collateral, without regard to notice and cure periods, all of which are hereby waived by the Company, upon the earliest to occur of, and the Forbearance Period shall terminate upon the earliest to occur of :

8. If Platinum is willing, in reliance of the provisions of this Letter Agreement, to delay exercising its rights and remedies with respect to the Existing Defaults until the termination of the Forbearance Period, please so indicate by executing in the space set forth below.

9. It is acknowledged and agreed by Platinum that, other than and except for claims for performance or compliance with respect to the Loan Documents, this Agreement, or the Transaction Documents, by executing below Platinum, on behalf of itself and the Platinum Group, waives any and all claims, counterclaims, or causes of action of any kind or nature whatsoever against the Company Group, directly or indirectly, arising out of, based upon, or in any manner connected with, any transaction, event, circumstance, action, failure to act, or occurrence of any sort or type, whether known or unknown, which occurred, existed, was taken, permitted, or began prior to the execution of this Letter Agreement and accrued, existed, was taken, permitted or begun in accordance with, pursuant to, or by virtue of the Transaction Documents; provided, that, nothing herein shall be deemed to waive, with respect to the Company only, any Existing Default, potential default or other obligation to comply with the terms and conditions of the Transaction Documents in any respect, including, without limitation, any rights of Platinum as a creditor or shareholder of the Company. TO THE EXTENT ANY SUCH DEFENSES, AFFIRMATIVE OR OTHERWISE, RIGHTS OF SETOFF, RIGHTS OF RECOUPMENT, CLAIMS, COUNTERCLAIMS, OR CAUSES OF ACTION EXIST AGAINST THE COMPANY GROUP, PLATINUM, ON BEHALF OF ITSELF AND THE PLATINUM GROUP, HEREBY FOREVER WAIVES, DISCHARGES AND RELEASES ALL SUCH DEFENSES, RIGHTS, CLAIMS, COUNTERCLAIMS, AND CAUSES OF ACTION, PROVIDED, THAT, NOTHING HEREIN SHALL BE DEEMED TO WAIVE, DISCHARGE OR RELEASE, WITH RESPECT TO THE COMPANY ONLY, ANY EXISTING DEFAULT, POTENTIAL DEFAULT OR OTHER OBLIGATION TO COMPLY WITH THE TERMS AND CONDITIONS OF THE TRANSACTION DOCUMENTS IN ANY RESPECT, INCLUDING, WITHOUT LIMITATION, ANY RIGHTS OF PLATINUM AS A CREDITOR OR SHAREHOLDER OF THE COMPANY.

 

10. It is understood and agreed to by the Company, and Platinum upon its execution hereof, that: (i) no change to, modification of, waiver and/or consent to departure from any provision of this Letter Agreement shall be valid unless the same is in writing and signed by the parties hereto; (ii) any provision of this Letter Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Letter Agreement or affecting the validity or enforceability of such provision in any other jurisdiction; (iii) this Letter Agreement is a legally binding contract and each party acknowledges that it has had the opportunity to consult with legal counsel of choice; and (iv) in any construction of the terms of this Letter Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such terms.  The parties hereto understand and agree that any waiver or release set forth herein is subject to the provisions of Section 29 of the Securities Exchange Act of 1934, as amended, and shall be construed in all respects to comply with the limitations of such Section 29.

 

11. Execution may occur in counterparts. This Letter Agreement shall not take effect until it is fully executed by both parties, the confirmation by Timothy Tangredi has been executed, the confirmation by Dr. Michael Goldberg has been executed, and all signature pages have been received by both parties.