Exhibit
24
POWER OF
ATTORNEY
KNOWN ALL PERSONS BY THESE
PRESENTS, that the undersigned hereby makes, constitutes and appoints Timothy N.
Tangredi and Scott G. Ehrenberg, and each of them acting alone, as my true and
lawful attorneys-in-fact and agents, each with full power of substitution and
re-substitution, for and on my behalf and in my name, place and stead, (a) to
prepare, execute and file any and all Forms ID, requests, confirmations, and to
otherwise obtain access to the EDGAR system of, the Securities and Exchange
Commission (the "SEC"), (b) to prepare, execute and timely file with the SEC any
and all Forms 3, Forms 4 and/or Forms 5, and any and all amendments or
modifications thereto, required to be filed with the SEC under the Securities
Exchange Act of 1934 and the rules and regulations promulgated thereunder, all
as amended, and with any stock exchange or similar body relative to my
beneficial ownership of and transactions in securities of Dais Analytic
Corporation, Inc. (the "Company"), a New York corporation, and (c) to do or
cause to be done any and all other acts and things whatsoever as fully and to
all intents and purposes which I might or could do in person or which any of the
above-named attorneys-in-fact and agents may deem necessary or advisable to be
done with respect to such Forms, and any and all amendments or modifications
thereto, pursuant to the power granted by this Power of Attorney; hereby
approving, ratifying and confirming all acts and things hereafter lawfully done,
or cause to be done, by any of the above-named attorneys-in-fact and agents by
virtue hereof.
As
an inducement to the above-named persons to act as attorneys-in-fact and agents
hereunder, the undersigned hereby agrees (a) to reimburse, defend, indemnify and
hold harmless such persons for, from and in respect of any and all liabilities,
claims, damages, judgments, settlements, fines, penalties, costs and expenses
(including, without limitation, reasonable attorneys' fees and expenses) that
result from, relate to or arise out of any good faith act or omission of any or
all of such persons in connection with the preparation, execution and filing
with the SEC of any and all Forms 3, Forms 4 and/or Forms 5, and any amendment
or modification thereto, and any other act or thing lawfully done or caused to
be done, pursuant to this Power of Attorney, provided that such act or omission
does not constitute willful misconduct, and (b) to notify the Company in a
timely manner of all transactions in and changes to my beneficial ownership of
securities of the Company so as to enable the above-named attorneys-in-fact and
agents to act pursuant to this Power of Attorney. The undersigned understands
and agrees that the above-named attorneys-in-fact and agents, in serving in such
capacities at my request, are not assuming nor is the Company assuming any of
the undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934 or the rules and regulations promulgated thereunder, all as
amended, or with the requirements of any stock exchange or similar
body.
This
Power of Attorney shall become effective on the date indicated below and shall
continue in full force and effect until the undersigned is no longer required to
file any Form 3, Form 4 or Form 5 with the SEC or any stock exchange or similar
body, unless the undersigned has earlier revoked this Power of Attorney by a
signed writing delivered to each of the above-named attorneys-in-fact and
agents.
IN
WITNESS WHEREOF, I have executed this Power of Attorney as of the date set forth
below.