ex10-3.htm


    
      

    

    Exhibit
      10.3

     

    
      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
        September __ 2008 and expiring at 5:00 p.m., New York City time, on September
        __, 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.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      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.

      


      10.           Reserved.

      


      
        
          
          

        

        
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      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:
                James A. 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 September, 2007.

      


      


                                                                                                                                        
        APPLIED DNA SCIENCES, INC

       

                                                                                                                                                                                                        
        By: 
        ___________________________________

                                                                                                                                         Name:
        James A. 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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