t15166_ex10-1.htm


    
      

    

     

     

    EXHIBIT
      10.1

    


    APPLIED
      DNA SCIENCES, INC. 

    


    Applied
      DNA Sciences, Inc., a Nevada corporation (the “Company”), hereby certifies that,
      for value received, __________________ (the “Warrant Holder,” which term
      includes its successors and registered assigns) is entitled to purchase an
      aggregate of ________ shares of common stock, par value $0.001 per share, of
      the
      Company (the “Common Stock”) at an exercise price of $0.50 per share (the
“Exercise Price”) per share.

    


    This
      Warrant is one of a series of warrants (the “Bridge Warrants”) exercisable for
      an aggregate of 4,000,000 shares of common stock of the Company.

    


    1.     Exercise
      of Warrant.
      This
      Warrant may be exercised in whole or in part at any time or from time to time
      during the four year period commencing on June __ 2008 and expiring at 5:00
      p.m., New York City time, on June __, 2012 (the “Exercise Term”), or if such day
      is a day on which banking institutions in the State of New York are authorized
      by law to close, then on the next succeeding day which shall not be such a
      day,
      as follows:

    


    (a)    by
      presentation and surrender of this Warrant evidencing the Warrant to be
      exercised to the Company at its principal office or at the office of its stock
      transfer agent, if any, with the Exercise Form annexed hereto duly executed,
      and
      payment of the Exercise Price; or 

    


    (b)    by
      presentation and surrender of this Warrant evidencing the Warrant to be
      exercised to the Company at its principal office or at the office of its stock
      transfer agent, if any, with the Exercise Form annexed hereto duly executed,
      in
      which event the Company shall issue to the Warrant Holder the number of shares
      of Common Stock underlying this Warrant (the “Warrant Shares”) determined based
      on the following formula: 

    


    X
      =
      Y*(A-B)/A

    


    where:

    


    X
      means
      the number of Warrant Shares to be issued to the Warrant Holder.

    


    Y
      means
      the number of Warrant Shares with respect to which this Warrant is being
      exercised.

    


    A
      means
      the fair market value of one share of Common Stock as determined in accordance
      with the provisions of this Section.

    


    B
      means
      the Exercise Price.

    


    The
“fair
      market value” of one share of Common Stock means the average of the closing bid
      prices of the Common Stock on The Over The Counter Bulletin Board or any
      national securities exchange on trading days during the 12 months immediately
      preceding the effective date of exercise of the Warrant and, if there is no
      active public market for the Common Stock, the fair market value shall be the
      price determined in good faith by the Board of Directors of the Company.


    


    
      
        
        

      

      
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    If
      any
      Warrant should be exercised in part only, the Company shall, upon surrender
      of
      this Warrant for cancellation and presentment of the Exercise Form, execute
      and
      deliver new a Warrant or Warrants, as the case may be, evidencing the rights
      of
      the Warrant Holder thereof to purchase the balance of the shares purchasable
      thereunder.

    


    Upon
      receipt by the Company of this Warrant at its office, or by the stock transfer
      agent of the Company at its office, in proper form for exercise together with
      the payment of the Exercise Price, unless this Warrant is being exercised
      pursuant to the cashless exercise option, in which case no payment is required,
      the Warrant Holder shall be deemed to be the holder of record of the Warrant
      Shares, notwithstanding that the stock transfer books of the Company shall
      then
      be closed or that certificates representing such Warrant Shares shall not then
      be actually delivered to the Warrant Holder. Certificates for the Warrant Shares
      shall be delivered to the Warrant Holder within a reasonable time following
      the
      exercise of this Warrant in accordance with the foregoing. 

    


    2.     Alternative
      Exercise Provisions.
      Anything contained herein to the contrary notwithstanding, subject to compliance
      by the Warrant Holder with the restrictions on offer and sale referred to in
      Section 11 hereof, the Warrant Holder, at its option, may exercise this Warrant,
      in whole or in part, during the Exercise Term by delivering to the Company
      a
      confirmation slip issued by a brokerage firm that is a member of the National
      Association of Securities Dealers, Inc. or the equivalent governing body for
      broker-dealers in other nations, with respect to the sale of those number of
      Warrant Shares for which this Warrant is being exercised, together with the
      payment of the Exercise Price, unless this Warrant is being exercised pursuant
      to the cashless exercise option, in which case no payment is required, and,
      in
      such case, the Company shall deliver certificates representing such Warrant
      Shares on settlement date at the office of the Company’s stock transfer agent.


    


    3.     Reservation
      and Listing of Shares.
      The
      Company hereby agrees that at all times there shall be reserved for issuance
      and
      delivery upon exercise of this Warrant, such number of shares of its Common
      Stock as shall be required for issuance and delivery upon exercise of this
      Warrant. As long as this Warrant is outstanding, the Company shall use its
      best
      efforts to cause all shares of Common Stock issuable upon the exercise of this
      Warrant to be listed on The Over The Counter Bulletin Board or on NASDAQ or
      a
      national securities exchange, if such shares of Common Stock, as a class, are
      theretofore so listed. 

    


    4.     Fractional
      Shares.
      No
      fractional shares or scrip representing fractional shares shall be issued upon
      the exercise of this Warrant. Any fraction of a share called for upon any
      exercise hereof shall be canceled. The Warrant Holder, by his acceptance hereof,
      expressly waives any right to receive any fractional share of stock or
      fractional Warrant upon exercise of this Warrant. 

    


    5.     Exchange,
      Transfer, Assignment or Loss of Warrant.
      This
      Warrant is exchangeable, without expense, at the option of the Warrant Holder,
      upon presentation and surrender of this Warrant evidencing such Warrants to
      the
      Company at its office or at the office of its stock transfer agent, if any,
      for
      other Warrants of different denominations entitling the Warrant Holder thereof
      to purchase in the aggregate the same number of shares of Common Stock as are
      purchasable thereunder at the same respective Exercise Price. Subject to Section
      11 hereof, upon surrender of this Warrant to the Company at its principal office
      or at the office of its stock transfer agent, if any, with a duly executed
      assignment form and funds sufficient to pay the applicable transfer tax, if
      any,
      the Company shall, without charge, execute and deliver new Warrant(s) in the
      name of the assignee named in such instrument of assignment and the original
      Warrant shall promptly be canceled. This Warrant may be divided or combined
      with
      other Warrants which carry the same rights upon presentation of this Warrant
      at
      the office of the Company or at the office of its stock transfer agent, if
      any,
      together with a written notice signed by the Warrant Holder hereof specifying
      the names and denominations in which new Warrants are to be issued. Upon receipt
      by the Company of evidence satisfactory to it of the loss, theft, destruction
      or
      mutilation of this Warrant, and, in the case of loss, theft or destruction,
      of
      reasonably satisfactory indemnification, and upon surrender and cancellation
      of
      this Warrant, if mutilated, the Company will execute and deliver new Warrants
      of
      like tenor and date. 

     

    
      
        
        

      

      
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    6.     Rights
      of the Warrant Holder.
      The
      Warrant Holder shall not, by virtue hereof, be entitled to any rights of a
      share
      holder of the Company until exercise of any Warrants. 

    


    7.     Adjustments
      of Purchase Price and Number of Shares.
      

    


    (a)    Subdivision
      and Combination.
      If the
      Company shall at any time subdivide or combine the outstanding shares of Common
      Stock by way of stock split, reverse stock split or the like, the Exercise
      Price
      shall forthwith be proportionately increased or decreased. 

    


    (b)    Adjustment
      in Number of Shares.
      Upon
      each adjustment of the Exercise Price pursuant to the provisions of paragraph
      7(a), the number of shares of Common Stock issuable upon the exercise of this
      Warrant shall be adjusted to the nearest full share of Common Stock by
      multiplying a number equal to the Exercise Price in effect immediately prior
      to
      such adjustment by the number of shares of Common Stock issuable upon exercise
      of this Warrant immediately prior to such adjustment and dividing the product
      so
      obtained by the adjusted Exercise Price. 

    


    (c)    Reclassification,
      Consolidation, Merger, etc.
      In case
      of any reclassification or change of the outstanding shares of Common Stock
      (other than a change in par value to no par value, or from no par value to
      par
      value, or as a result of a subdivision or combination), or in the case of any
      consolidation of the Company with, or merger of the Company into, another
      corporation (other than a consolidation or merger in which the Company is the
      surviving corporation and which does not result in any reclassification or
      change of the outstanding shares of Common Stock, except a change as a result
      of
      a subdivision or combination of such shares or a change in par value, as
      aforesaid), or in the case of a sale or conveyance to another corporation of
      all
      or a substantial part of the property of the Company, the Warrant Holder shall
      thereafter have the right to purchase the kind and number of shares of stock
      and
      other securities and property receivable upon such reclassification, change,
      consolidation, merger, sale or conveyance as if the Warrant Holder were the
      owner of the shares of Common Stock underlying this Warrant immediately prior
      to
      any such events at a price equal to the product of (x) the number of shares
      issuable upon exercise of this Warrant and (y) the Exercise Price in effect
      immediately prior to the record date for such reclassification, change,
      consolidation, merger, sale or conveyance as if such Warrant Holder had
      exercised this Warrant. 

    


    (d)    Dividends
      and Other Distributions with Respect to Outstanding Securities.
      In the
      event that the Company shall at any time prior to the exercise of all Warrants
      declare a dividend (other than a dividend consisting solely of shares of Common
      Stock or a cash dividend or distribution payable out of current or retained
      earnings) or otherwise distribute to the holders of its Common Stock any monies,
      assets, property, rights, evidences of indebtedness, securities (other than
      shares of Common Stock), whether issued by the Company or by another person
      or
      entity, or any other thing of value, the Warrant Holder of the unexercised
      Warrants shall thereafter be entitled, in addition to the shares of Common
      Stock
      or other securities receivable upon the exercise thereof, to receive, upon
      the
      exercise of such Warrants, the same monies, property, assets, rights, evidences
      of indebtedness, securities or any other thing of value that they would have
      been entitled to receive at the time of such dividend or distribution. At the
      time of any such dividend or distribution, the Company shall make appropriate
      reserves to ensure the timely performance of the provisions of this Subsection
      7(e). 

     

    
      
        
        

      

      
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    (e)    Warrant
      After Adjustment.
      Irrespective of any change pursuant to this Section 7 in the Exercise Price
      or
      in the number, kind or class of shares or other securities or other property
      obtainable upon exercise of this Warrant, this Warrant may continue to express
      as the Exercise Price and as the number of shares obtainable upon exercise,
      the
      same price and number of shares as are stated herein. 

    


    (f)    Statement
      of Calculation.
      Whenever the Exercise Price shall be adjusted pursuant to the provisions of
      this
      Section 7, the Company shall forthwith file at its principal office, a statement
      signed by an executive officer of the Company specifying the adjusted Exercise
      Price determined as above provided in such section. Such statement shall show
      in
      reasonable detail the method of calculation of such adjustment and the facts
      requiring the adjustment and upon which the calculation is based. The Company
      shall forthwith cause a notice setting forth the adjusted Exercise Price to be
      sent by certified mail, return receipt requested, postage prepaid, to the
      Warrant Holder. 

    


    8.    Redemption
      Rights.
      This
      Warrant may be redeemed at the option of the Company at a redemption price
      equal
      to $0.01 at any time subsequent to the earlier of (i) the date three years
      from
      the date of the first issuance and sale of a Bridge Warrant and (ii) the date
      that the Common Stock has traded on The Over the Counter Bulletin Board at
      or
      above $1.00 per share for 20 consecutive trading days. The Company may exercise
      this right of redemption by written notice to the Warrant Holder together with
      payment of the redemption price. 

    


    9.    Definition
      of “Common Stock”.
      For the
      purpose of this Warrant, the term “Common Stock” shall mean, in addition to the
      class of stock designated as the Common Stock, $.001 par value, of the Company
      on the date hereof, any class of stock resulting from successive changes or
      reclassifications of the Common Stock consisting solely of changes in par value,
      or from par value to no par value, or from no par value to par value. If at
      any
      time, as a result of an adjustment made pursuant to one or more of the
      provisions of Section 7 hereof, the shares of stock or other securities or
      property obtainable upon exercise of this Warrant shall include securities
      of
      the Company other than shares of Common Stock or securities of another
      corporation, then thereafter the amount of such other securities so obtainable
      shall be subject to adjustment from time to time in a manner and upon terms
      as
      nearly equivalent as practicable to the provisions with respect to Common Stock
      contained in Section 7 hereof and all other provisions of this Warrant with
      respect to Common Stock shall apply on like terms to any such other shares
      or
      other securities. 

     

    
      
        
        

      

      
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    10.    Reserved.

    


    11.    Restrictions
      on Offer and Sale.
      THE
      OFFER AND SALE OF THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
      WITH OR APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE
      COMMISSION OR ANY SECURITIES COMMISSION OR REGULATORY AUTHORITY AND ARE BEING
      OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT.

    


    THE
      SALE,
      ASSIGNMENT, CONVEYANCE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES
      REPRESENTED BY THIS WARRANT IS PROHIBITED EXCEPT (1) PURSUANT TO REGISTRATION
      UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER
      THE ACT, AND ANY CERTIFICATE REPRESENTING WARRANT SHARES SHALL BEAR A LEGEND
      TO
      SUCH EFFECT. 

    


    12.    Notices
      to Warrant Holders.
      Nothing
      contained in this Warrant shall be construed as conferring upon the Warrant
      Holder the right to vote or to consent or to receive notice as a share holder
      in
      respect of any meetings of share holders for the election of directors or any
      other matter, or as having any rights whatsoever as a share holder of the
      Company. If, however, at any time prior to the expiration of this Warrant and
      its exercise, any of the following events shall occur: 

    


    (a)    The
      Company shall take a record of the holders of its shares of Common Stock for
      the
      purpose of entitling them to receive a dividend or distribution payable
      otherwise than in cash, or a cash dividend or distribution payable otherwise
      than out of current or retained earnings, as indicated by the accounting
      treatment of such dividend or distribution on the books of the Company; or
      

    


    (b)    The
      Company shall offer to all the holders of its Common Stock any additional shares
      of capital stock of the Company or securities convertible into or exchangeable
      for shares of capital stock of the Company, or any warrant, right or option
      to
      subscribe therefor; or 

    


    (c)    A
      dissolution, liquidation or winding up of the Company (other than in connection
      with a consolidation or merger) or a sale of all or substantially all of its
      property, assets and business shall be proposed; or 

    


    (d)    There
      shall be any capital reorganization or reclassification of the capital stock
      of
      the Company, or consolidation or merger of the Company with another entity;
      then, in anyone or more of said events, the Company shall give written notice
      of
      such event at least fifteen (15) days prior to the date fixed as a record date
      or the date of closing the transfer books for the determination of the share
      holders entitled to such dividend, distribution, convertible or exchangeable
      securities or subscription rights, warrants or options, or entitled to vote
      on
      such proposed dissolution, liquidation, winding up or sale. Such notice shall
      specify such record date or the date of closing the transfer books, as the
      case
      may be. Failure to give such notice or any defect therein shall not affect
      the
      validity of any action taken in connection with the declaration or payment
      of
      any such dividend or distribution, or the issuance of any convertible or
      exchangeable securities or subscription rights, warrants or options, or any
      proposed dissolution, liquidation, winding up or sale. 

     

    
      
        
        

      

      
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    13.    Notices.
      

    


    (a)    All
      communications under this Warrant shall be in writing and shall be mailed by
      certified mail, postage prepaid, return receipt requested, or telecopied with
      confirmation of receipt or delivered by hand or by overnight delivery service:
      

     

    
      	
              If
                to the Company at:

            	
              Applied
                DNA Sciences, Inc.

              Attn:
                Jim Hayward, Chief Executive Officer 

              25
                Health Sciences Drive, Suite 113 

              Stony
                Brook, New York 11790 

            


    

     

    If
      to the
      Warrant Holder, to the address of such Warrant Holder as it appears in the
      stock
      or warrant ledger of the Company. 

    


    (b)    Any
      notice so addressed, when mailed by registered or certified mail shall be deemed
      to be given three days after so mailed, when telecopied shall be deemed to
      be
      given when transmitted, or when delivered by hand or overnight shall be deemed
      to be given when hand delivered or on the day following deposit with the
      overnight delivery service. 

    


    14.    Successors.
      All the
      covenants and provisions of this Warrant by or for the benefit of the Warrant
      Holder shall inure to the benefit of his successors and assigns hereunder.
      

    


    15.    Termination.
      This
      Warrant will terminate on the earlier of (a) the expiration date of this Warrant
      or (b) the date this Warrant has been exercised. 

    


    16.     Governing
      Law.
      This
      Warrant shall be deemed to be made under the laws of the State of New York
      and
      for all purposes shall be construed in accordance with the laws of said State,
      excluding choice of law principles thereof. 

    


    17.    Entire
      Agreement, Amendment, Waiver.
      This
      Warrant and all attachments hereto and all incorporation by references set
      forth
      herein, set forth the entire agreement and understanding between the parties
      as
      to the subject matter hereof and merges and supersedes all prior discussions,
      agreements and understandings of any and every nature among them. This Warrant
      may be amended, the Company may take any action herein prohibited or omit to
      take any action herein required to be performed by it, and any breach of any
      covenant, agreement, warranty or representation may be waived, only if the
      Company has obtained the written consent or waiver of the Warrant Holder. No
      course of dealing between or among any persons having any interest in this
      Warrant will be deemed effective to modify, amend or discharge any part of
      this
      Warrant or any rights or obligations of any person under or by reason of this
      Warrant. 

    


    


    


    THIS
      SPACE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS 


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      the
      undersigned has executed this Warrant as of this __ day of June,
      2007.

    


    


    APPLIED
      DNA SCIENCES, INC.

    


    


    By:  ___________                                          

    Name:
      James Hayward

    Title:
      Chief Executive Officer

    


    


    



    
      
        
        

      

      
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    APPLIED
      DNA SCIENCES, INC.

     

    WARRANT
      ASSIGNMENT FORM

     

    (To
      be
      signed only upon assignment of Warrant)

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto

     

    
      
        

      

    

     

      
        

      

    

     

      
        

      

    

    (Name
      and
      address of assignee must be printed or typewritten)

    


    the
      rights of the undersigned with respect to the Warrant surrendered herewith
      to
      the extent
      of
      ___________________________ (_________)
      shares
      of
      Common Stock, $.001 par value per share,
      of
      Applied DNA Sciences, Inc. (the “Company”), hereby irrevocably constituting and
appointing
      ____________________,
      attorney
      to make such transfer on the books of the Company, with full power of
      substitution in the premises.

     

    

      
        	
                Dated:
                  _____________________

              	 	
                ______________________________________________________

              
	 	 	
                Signature
                  of Registered Holder

              
	 	 	 
	
                Signature(s)
                  Guaranteed:

              	 	
                
                  ______________________________________________________

                

              
	 	 	
                Signature
                  of Registered Holder, if more
                  than one

              
	 	 	 
	
                
                  ___________________________

                

              	 	
                
                  ______________________________________________________

                

              
	 	 	
                Name
                  of Registered Holder

              
	 	 	 
	 	 	
                
                  ______________________________________________________

                

              
	 	 	
                Name
                  of Registered Holder, if more than
                  one

              


      

    

    


    


    
      	
            	Note:	
              The
                above signature(s) must correspond with the name(s) as it
                (they)
                appear(s) upon the Warrant in every particular, without alteration
                or
                enlargement or any change
                whatever.

            


    

    



    
      
        
        

      

      
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    APPLIED
      DNA SCIENCES, INC. 

    


    WARRANT
      EXERCISE FORM 

    


    (To
      be
      executed upon exercise Warrant) 

    


    The
      undersigned, the record holder of this Warrant, hereby irrevocably elects to
      exercise the right, represented by this Warrant, to purchase ___ of the Warrant
      Shares. 

    


    The
      undersigned requests that a certificate for the Warrant Shares being purchased
      be registered in the name of ______________ and that such certificate be
      delivered to __________. 

    


    
      
        	
                Dated:
                  _____________________

              	 	
                ______________________________________________________

              
	 	 	
                (Signature)

              
	 	 	 
	
                 

              	 	
                
                  ______________________________________________________

                

              
	 	 	
                (Printed
                  Name)

              
	 	 	 


      

      
 

       

      
 

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