AGREEMENT
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This AGREEMENT is dated as of May 10, 2005 by and among RHL Management
Corp. ("Seller"), Drs. Xxxx X.X. Xxxxxxx FB ("Purchaser") and Xxxxxx Law Group
("Escrow Agent").
RECITALS:
A. Seller desires to sell in the aggregate 526,087 shares of common stock
(the "Shares") of Applied DNA Sciences, Inc. ("APDN" or "Company") to Purchaser;
and
B. Purchaser desires to purchase the Shares from Seller on the terms and
conditions set forth in this Agreement.
IT IS AGREED:
1. Purchase and Sale of Shares. Subject to the terms and conditions herein,
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Seller hereby agrees to sell the Shares to Purchaser and Purchaser hereby
agrees to purchase from Seller in the aggregate 326,087 Shares for a purchase
price per share equal to $0.92 USD (the "Initial Purchase Price per Share"),
200,000 Shares for a purchase price per share equal to $1.00 USD (the
"Subsequent Purchase Price per Share") for a total aggregate purchase price of
$500,000 USD (the "Purchase Price"). The sale of the Shares shall occur in two
tranches, an initial tranche of $300,000 and a second tranche of $200,000, as
more fully set forth below.
Purchaser and Seller acknowledge and agree that this agreement is
contingent upon the simultaneous execution and delivery by Seller to Purchaser
of (i) that certain Stock Option Agreement of even date herewith with respect to
the sale of 1,843,071 shares of APDN common stock at an exercise price of $1.00
per share exercisable until June 25, 2005; and (ii) that certain Stock Option
Agreement of even date herewith with respect to the sale of 1,880,842 shares of
APDN common stock at an exercise price of $1.00 per share exercisable until
August 9, 2005.
2. Delivery of Shares.
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(a) Seller shall deliver the shares to the Escrow Agent together with
appropriate medallion guaranteed stock powers sufficient to transfer the shares
into the name or names as designated by Purchaser.
(b) On or before May 11, 2005, Purchaser has delivered $300,000 of the
Purchase Price (the "Initial Purchase Price") to the Escrow Agent, via wire
transfer of immediately available funds to the Escrow Agent's account set forth
on Exhibit "A". Escrow Agent acknowledges receipt into escrow of such funds.
(c) On or before May 25, 2005, Purchaser shall pay $200,000 of the Purchase
Price (the "Subsequent Purchase Price") to the Escrow Agent, via wire transfer
of immediately available funds to the Escrow Agent's account set forth on
Exhibit "A".
3. Closing.
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(a) The closing of the purchase and sale of the Shares ("Closing") shall
take place on two separate dates. The initial closing of 326,087 of the Shares
(the "Initial Shares") in consideration for $300,000 of the Purchase Price shall
take place upon satisfactory transfer into escrow of the Shares and the
Initial Purchase Price (the "Initial Closing Date"). At the Initial Closing,
the Escrow Agent shall release the Initial Shares to Purchaser and shall release
the Initial Purchase Price to Seller.
(b) The second closing of 200,000 of the Shares (the "Subsequent Shares") in
consideration for $200,000 of the Purchase Price shall take place on May 25,
2005 upon satisfactory transfer into escrow of the Shares and the Subsequent
Purchase Price (the "Subsequent Closing Date"). At the Subsequent Closing, the
Escrow Agent shall release the Subsequent Shares to Purchaser and shall release
the Subsequent Purchase Price to Seller.
(c) In the event that the Initial Closing does not take place by the close
of business on May 26, 2005, then the Escrow Agent shall return the Purchase
Price to the Purchaser and this Agreement shall terminate and be of no further
force or effect unless otherwise advised in writing by Purchaser and Seller.
4. Representations of Seller. Seller represents and warrants to Purchaser
as follows:
(a) Seller is the record and beneficial owner of, and has good and
marketable title to, the Shares, free and clear of all liens, security
interests, charges, claims, restrictions and other encumbrances, subject to
securities laws restrictions. Seller has not granted to any person or entity
any options or other rights to buy, or proxies or other rights to vote, the
Shares. No other person or entity has any interest in the Shares of any nature.
(b) Seller has full legal power to execute and deliver this Agreement and to
perform its obligations hereunder. All acts required to be taken by Seller to
enter into this Agreement and to carry out the transactions contemplated hereby
have been properly taken; and this Agreement constitutes a legal, valid and
binding obligation of Seller, enforceable in accordance with its terms. The
execution, delivery and performance of this Agreement by Seller in accordance
with its terms will not, with or without the giving of notice or the passage of
time, or both, conflict with, result in a default, right to accelerate or loss
of rights under, or result in the creation of any encumbrance pursuant to, or
require the consent of any third party or governmental authority pursuant to any
franchise, mortgage, indenture or deed of trust or any material lease, license
or other agreement or any law, regulation, order, judgment or decree to which
Seller is a party or by which Seller (or any of its assets, properties,
operations or businesses) may be bound, subject to or affected.
5. Representations of Purchaser. Purchaser hereby represents and warrants
to Seller as follows:
(a) Purchaser has full legal power to execute and deliver this Agreement and
to perform its obligations hereunder. All acts required to be taken by
Purchaser to enter into this Agreement and to carry out the transactions
contemplated hereby have been properly taken; and this Agreement constitutes a
legal, valid and binding obligation of Purchaser enforceable in accordance with
its terms. The execution, delivery and performance of this Agreement by
Purchaser in accordance with its terms will not, with or without the giving of
notice or the passage of time, or both, conflict with, result in a default,
right to accelerate or loss of rights under, or result in the creation of any
encumbrance pursuant to, or require the consent of any third party or
governmental authority.
6. Notices. All notices, requests and other communications given or made
pursuant to this Agreement shall be in writing and shall be deemed to have been
duly given or made as of the date delivered personally or one day after delivery
to a nationally recognized overnight courier for next day early morning
delivery, in each case to the addresses set forth on the signature page, or to
such other address as shall be specified by like notice.
7. Governing Law. This Agreement shall be governed by and construed in
accordance with the law of the State of California without giving effect to
principles of conflicts of law.
8. Headings. The headings contained in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.
9. Amendment. This Agreement may not be amended or modified except by an
instrument in writing signed by all the parties.
10. Counterparts. This Agreement may be signed in counterparts which, taken
together, shall constitute one Agreement.
11. Further Assurances. The parties hereto agree to promptly take such
steps as may be necessary to effectuate the purposes and intent of this
Agreement.
12. Confidentiality. Purchaser and Seller agree to keep this Agreement
confidential and not to disclose the terms or any matters relating to this
Agreement to anyone other unless required by law.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first above written.
SELLER:
/a/ Xxxxxxx X. Xxxxxxx
Print Name: RHL Management Corp
Address: 0000 Xxxxxxx Xxxx
Xxx Xxxxxxx, XX 00000
FAX: (000) 000-0000
PURCHASER:
By: /s/ Xxxx X.X. Xxxxxxx
Name: Xxxx X.X. Xxxxxxx FB
Address: Xxxxxxxxxx 00
0000 XX Xxxxxx, Xxxxxxxxxxx
FAX 00.00.000.000000
ESCROW AGENT:
Xxxxxx Law Group
By: /s/ M. Xxxxxxx Xxxxxx
Name: M. Xxxxxxx Xxxxxx
Title: President
Address: 0000 Xxxx Xxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Fax: (000) 000-0000
