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Exhibit 4.1
SUBSCRIPTION AGREEMENT
Investor Financial Questionnaire
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Before you make an investment, you must complete this
questionnaire. Please
check the appropriate box below and sign this questionnaire before a
notary. We require that this be returned with your Subscription Agreement
for
your purchase of
Common Shares of
Applied DNA
Sciences, Inc. (the
"Company").
Information will be held in strict confidence and used solely
to
ensure that all
prospective investors
are qualified under the relevant
sections of the Securities Act of 1933.
[ ]
I am a natural person
who has had individual
income of more than
Two
Hundred Thousand US Dollars (US $200,000.00) in each of the most
recent two
years, or joint income
with my spouse in excess of Three Hundred Thousand
US
Dollars (US $300,000.00) in each of the most recent two years and
reasonably expect to
reach that same income
level for the
current year
("income" for purposes
hereof should be computed as follows:
individual
adjusted gross income as reported, or to be reported, on a federal income
tax
return, increased by (i) any deduction of long-term capital gains
under
section 1202 of the Internal Code of 1936 (the "Code"),
(ii) any deduction
or
depletion under
Section 611 et. seq.
of the Code, (iii) any
exclusion
for
interest under Section 103 of the Code and (iv) any losses of a
partnership as reported in Schedule E of Form 1040;
[ ]
The Subscriber is a
natural person whose
individual
net worth (i.e.
total assets in excess
of total liabilities),
or joint net worth
with my
spouse, will at the
time of purchase of the Common Shares be in excess of
One
Million US Dollars (US $1,000,000.00);
[ ]
The Subscriber is an investor satisfying the requirements of Section
501(a)(1)(2) or (3) of Regulation D promulgated under the
Securities Act of
1933, which
includes, but is not limited to, a self-directed employee
benefit plan where investment decisions are made solely by
persons who are
"accredited investors" as otherwise defined in Regulation D;
[ ]
The Subscriber
is a trust,
which trust has total
assets in excess of
Five
Million US Dollars
(US $5,000,000.00) which was not formed for the
specific purpose of
acquiring the Common Shares offered hereby and whose
purchase is
directed by a sophisticated person as described in Rule
506(b)(ii) of
Regulation D and who has such knowledge and experience in
financial and business
matters that he is capable of evaluating the risks
and
merits of an investment in the Common Shares;
[ ]
The Subscriber is a director or executive officer of the
Company;
[ ]
The Subscriber
is an entity
(other than a trust)
in which all of the
equity owners
meet the requirements of at least one of the above
paragraphs; or
[ ]
The Subscriber
is not a resident of
the United State of America, but
acknowledges he/she
meets or exceeds at least one of the minimum financial
requirements set forth above.
I
represent that I have
reviewed the Company's
information as filed
with
the
US Securities and Exchange Commission, and that I understand the
merits
and
the risks involved in this offering, that I have sufficient
knowledge
and
experience in similar
programs or
investments to
evaluate the merits
and
risks of an investment
in the Company (or that I have retained an
attorney, accountant,
financial advisor or consultant as my purchaser
representative); that
because of my
background,
employment
experience,
family or financial situation or economic bargaining power,
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I
have received and have
had access to material
and relevant
information
enabling me
to make an informed investment decision, and that all
information I have
requested has been
furnished to me; and that I am able
to
bear the economic risk of loss of the entire investment which I may
make
in
the Company.
By,_______________________________________
PRINT NAME
________________________________________
Investor Signature
With
a current address
of__________________________________________________
In
the City of____________________________, State/Province of
____________,
Country of_______________
DATE:_____, December,
2004
IN
WITNESS WHEREOF, I have hereunto witnessed the signature of the
above Investor;
By,___________________________________________
______________________________________________
Witness Signature
Date:___________________
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APPLIED DNA SCIENCES, INC. SUBSCRIPTION AGREEMENT
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1. Subscription.
Subject
to the terms and conditions hereof,
__________________
__________________________, the undersigned Investor
("Investor") hereby
subscribes
to purchase _____ units of the Private
Placement offering by
Applied DNA Sciences Inc., dated December 30, 2004.
to
which the terms and conditions of the offer are:
Applied DNA Sciences,
Inc., a Nevada corporation (the "Company"), is
offering up to One Hundred and twenty (120 units (the "Units") for sale to
accredited
investors at
a price of US Dollars Fifty Thousand US
($50,000.00) per Unit (the "Offering") on a "best efforts" no
minimum, with
a
maximum offering basis of Six Million US Dollars (US
$6,000,000.00). Each
Unit
consists of (i) a US Dollars Fifty Thousand US ($50,000.00)
Principal
Amount Ten Percent (10.0%) Secured Convertible Promissory Note ("Note" or
"Notes") and (ii) warrants to purchase One Hundred Thousand (100,000)
shares of the Company's common stock, exercisable for a period of five
(5)
years at a price of US Seventy Five Cents (US $0.75) per share
("Warrants"). The warrants are callable anytime after the
underlying shares
are
registered
if the stock
trades above $1.25 per
share for twenty (20)
trading days. The Notes are convertible into shares of common stock of
the
Company at a price of
US Fifty Cents
(US $0.50) per share, and shall
automatically convert on the filing of the registration statement
indicated
below.
2. Private Placement.
The parties
acknowledge that this offering has
been
made and this
Subscription
Agreement has been entered into as a
private placement negotiated between the parties dated December 30,
2004.
3. Registration
Rights. By accepting
this subscription,
and as set
forth in greater detail in the Registration Rights Agreement, the Company
hereby agrees to
include any shares
purchased in its next registration
statement filed with
the Securities
and Exchange Commission under the
Securities Act of
1933, as amended and
which registration
statement the
Company commits
to file on Form
S-1, SB2 or other required form on or
before February 15th, 2005. The Company will pay liquidated
damages in the
amount of Three and a Half Percent (3.5%) per month for each month or
part
thereof that the
registration statement
is delayed beyond
February 15th,
2005
and said penalty
will also take effect
if the company does
not have
the
Registration statement
declared effective
within 120 days of February
15,
2005.
4. Knowledge of
Financial and Business
Status of Company.
Investor
acknowledges that he
has been involved
with the Company for a period of
time, has met in person or telephonically with management
immediately prior
to
this investment, and has reviewed the current financial condition
of the
Company and its business plan. Investor is aware that the Company
and the
Company's subsidiary
requires net capital and the Company, as a whole,
needs operating capital without which it may become insolvent.
5. Representations
and Warranties.
In consideration of the sale of
such
common shares, intending to be legally bound and intending the
Company
to
rely thereupon, Investor hereby represents, warrants, and covenants, to
the
Company as follows:
Neither the
Company nor any person acting on behalf of the
Company has
offered to sell,
offered for sale or
sold the Units, Notes,
Warrants or
Underlying Common
Stock (collectively, the "Securities") by means of
general solicitation
or general
advertising.
Investor has not
received,
paid
or given, directly or
indirectly, any
commission or remuneration for
or
because of any sale or the solicitation of any sale of the
Securities.
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Company represents and
warrants that the Common Shares being issued herein
are
restricted under SEC Rule 144, and Investor is aware of restricted
sale
provisions that make up Rule 144.
Investor has been
offered full access to all underlying documents in
connection with this
transaction
as well as such
other information as
Investor has
deemed necessary or appropriate for a prudent and
knowledgeable investor
to evaluate
the purchase of the Common Shares.
Investor acknowledges
that the Company has
made available to Investor the
opportunity to obtain additional information from, to ask questions
of, and
receive satisfactory
answers from the
officers of the Company concerning
the
terms and conditions of the private placement and to verify the
information given.
Investor is satisfied that there is no material
information concerning the condition, properties, operations and prospects
of
the Company of which Investor is unaware. In making his or her
investment decision, Investor has relied solely upon his or her
independent
investigation of the investment.
Investor is
aware that an investment in the Securities is a highly
speculative investment that involves a substantial degree of risk.
Investor
warrants that he/she has such sufficient requisite knowledge and
experience
in
business and financial
matters that
Investor is capable of
evaluating
the
merits and risks of an
investment in the
Company, which is an early
stage business.
Investor understands that the Company is relying on
Investor's
representations for
the purposes of confirming Investor's
suitability as an investor in the Company.
Investor is aware that the Securities have not been registered under the
Securities Act of 1933
(the "Act"), and that
Investor must therefore bear
the
economic risk of the
investment
indefinitely because
the Securities
cannot be sold unless
subsequently
registered
under the Act or under
an
available exempti
