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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 8% Series D Unsecured Convertible Debentures and Stock Purchase Warrants of
Airtrax, 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 US$200,000
in each of the most recent two years, or joint income with my spouse in excess
of US$300,000 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 $1,000,000;
[ ] 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
$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, including, but not limited to, that some of the
proceeds may be used for the Filco receivership or as Company operating capital,
the Company is currently in registration, and that the SEC may demand rescission
by the Company of the entire purchase price, plus interest, 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, 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:_________________________________________
IN WITNESS WHEREOF, I have hereunto witnessed the signature of the above
Investor;
By,___________________________________________
______________________ ____________________________
Witness Signature Date
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AIRTRAX, INC. SUBSCRIPTION AGREEMENT
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1. Subscription. Subject to the terms and conditions hereof,
___________________, the undersigned Investor ("Investor") hereby subscribes to
purchase (i) $____________ of Airtrax, Inc.'s 8% Series D Unsecured Convertible
Debentures, convertible into shares of the Company's common stock at a price
equal to $1.56 per share beginning 90 days after the closing date of the
offering and ending one year after the closing date (the "Debentures") and (ii)
warrants to purchase _____________ (____________) shares of the Company's common
stock, exercisable for a period of five (5) years at an exercise price equal to
$2.50 per share ("Warrants").
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. The issuance is considered exempt
under Section 4(2) of the Securities Act of 1933.
3. Knowledge of Financial and Business Status of Company. Investor
acknowledges that he/she has met in person or telephonically with management
immediately prior to this investment, and has reviewed the Company's information
as filed with the US Securities and Exchange Commission, and that he/she
understand the merits and the risks involved in this offering, including, but
not limited to, that some of the proceeds may be used for the Filco receivership
or as Company operating capital, the Company is currently in registration, and
that the SEC may demand rescission by the Company of the entire purchase price,
plus interest.
4. Representations and Warranties. In consideration of the sale of such
Debentures and Warrants, 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 Debentures and Warrants 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 Debentures and Warrants.
Company represents and warrants that the shares of common stock underlying the
Debentures and Warrants 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 Debentures and Warrants. 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 Debentures and Warrants 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 a development 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 Debentures and Warrants and the shares of common
stock underlying the Debentures and Warrants 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 Debentures and Warrants
and the shares of common stock underlying the Debentures and Warrants cannot be
sold unless subsequently registered under the Act or under an available
exemption from registration. Investor agrees not to sell his/her Debentures and
Warrants and the shares of common stock underlying the Debentures and Warrants
without registration under the Act and applicable state securities laws unless
in a transaction exempt therefrom.
The Debentures and Warrants for which Investor hereby subscribes are being
acquired for investment purposes, solely for Investor's own account and not on
behalf of other persons, and not with a view to or for the resale, distribution,
subdivision, or fractionalization thereof; Investor has no present plans to
enter into any contract, undertaking, agreement, or arrangement for any such
resale, distribution, subdivision, or fractionalization thereof. Investor agrees
that he or she will not sell, assign, pledge, give, transfer or otherwise
dispose of any or all of the Debentures and Warrants or any interest therein
unless and until Investor has complied with all applicable provisions of federal
and state securities laws.
Investor has reviewed his or her financial condition and commitments. Based upon
such review, Investor is satisfied that he or she has adequate means of
providing for his or her financial needs and possible contingencies as well as
those of any dependents, and that he or she does not have any current or
foreseeable future need for liquidity of the funds being utilized in the
purchase of the Debentures and Warrants. Investor is capable of bearing the
economic risk of the investment in the Debentures and Warrants for the
indefinite future. At this time, Investor has assets or sources of income that,
if taken together, are more than sufficient so that Investor could bear the risk
of loss of its, his or her entire investment in the Debentures and Warrants.
Investor is aware that this transaction is a "private placement" and has not
been reviewed by the United States Securities and Exchange Commission or by any
state securities authorities. No agency, federal or state, has passed upon the
fairness or merits of this investment.
Neither this Subscription Agreement nor Investor's rights hereunder, may be
assigned, sold or transferred in any manner and this Subscription Agreement may
not be altered, amended or revoked without the prior written consent of the
Company.
Investor is a bona fide resident as set forth next to Investor's signature, such
location is Investor's principal residence, and Investor is at least 18 years of
age.
Investor understands and agrees that if Investor's subscription is accepted,
Investor will be required to execute such additional documents as may be
necessary to effect the issuance of the Company's Debentures and Warrants which
Investor has purchased.
The foregoing representations, warranties and covenants are true and accurate as
of the date hereof and shall be true and accurate as of the date of completion
of the Private Placement. If such representations and warranties shall not be
true and accurate in any respect prior to completion of the Private Placement,
Investor shall give written notice of such fact to the Company, specifying which
representations and warranties are not true and accurate and the reasons
therefore.
5. Piggy-Back Registration Rights. The Investor will be entitled to
"piggy-back" registration rights of the shares of common stock issuable upon
conversion of the Debentures and exercise of the Warrants pursuant to this
subscription agreement on registration statements (other than on Form S-8, S-4
or similar Forms) filed by the Company; provided however, that if the Company is
unable to procure a waiver from the investors in the Company's October 2005
Securities Purchase Agreement to permit the Company to register the shares of
common stock issuable upon conversion of the Debentures and exercise of the
Warrants pursuant to this subscription agreement on the registration statement
for said investors, the shares underlying the Debentures and Warrants will be
registered by the Company on the next registration statement it files with the
SEC (other than on Form S-8, S-4 or similar Forms).
6. Indemnification. Investor acknowledges that he understands the meaning
and legal consequences of the representations and warranties contained herein,
and Investor hereby agrees to indemnify and hold harmless the Company, its
directors, officers and representatives, and any person controlling the Company
within the meaning of Section 15 of the Act, from and against any and all claim,
loss, damage, expense and liability whatsoever (including, but not limited to,
any and all expenses whatsoever reasonably incurred in investigating, preparing
or defending any litigation commenced or threatened or any claim whatsoever)
based upon, due to or arising out of a breach of any representation or warranty
or covenant of the undersigned contained in this Subscription Agreement or in
the Financial Questionnaire or of any false representation by Investor.
7. Miscellaneous.
(a) This Subscription Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof and supersedes all prior
negotiations and understandings which are deemed to have been merged herein. No
representations were made or relied upon by either party, other than those
expressly set forth herein.
(b) This writing shall be amended only by a further writing. No agent,
employee, or other representative of any party is empowered to alter any of the
terms hereof, including specifically this Paragraph, unless done in writing and
signed by both parties.
(c) Whenever required by the context hereof: the masculine gender shall be
deemed to include the feminine and neuter; and the singular member shall be
deemed to include the plural. Time is expressly declared to be of the essence of
this Agreement. This Agreement shall be deemed to have been mutually prepared by
all parties and shall not be construed against any particular party as the
draftsman. The invalidity of any one or more of the words, phrases, sentences,
clauses, sections or subsections contained in this Agreement shall not affect
the enforceability of the remaining portions of this Agreement or any part
hereof, all of which are inserted conditionally on their being valid in law,
and, in the event that any one or more of the words, phrases, sentences,
clauses, sections or subsections contained in this Agreement shall be declared
invalid by a court of competent jurisdiction, this Agreement shall be construed
as if such invalid word or words, phrase or phrases, sentence or sentences,
clause or clauses, section or sections, or subsection or subsections had not
been inserted.
(d) The validity, interpretation, and performance of this Agreement shall
be controlled by and construed under the laws of the State of New York. Venue
and jurisdiction of any controversy or claim arising out of, or relating to this
Subscription Agreement, or the breach thereof, that cannot be resolved by
negotiation, shall be in the County of New York, State of New York. In any legal
action or other proceeding involving, arising out of or in any way relating to
this Agreement, the prevailing party shall be entitled to recover reasonable
attorneys' fees, costs, and expenses of litigation.
(e) The failure of any party to object to, or to take affirmative action
with respect to, any conduct of any other party which is in violation of the
terms of this Agreement shall not be construed as a waiver of such violation or
breach, or of any future breach, violation, or wrongful conduct. No delay or
failure by any party to exercise any right under this Agreement, and no partial
or single exercise of that right, shall constitute a waiver or exhaustion of
that or any other right, unless otherwise expressly provided herein.
(f) Headings in this Subscription Agreement are for convenience only and
shall not be used to interpret or construe its provisions.
(g) This Subscription Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
(h) The provisions of this Subscription Agreement shall be binding upon and
inure to the benefit of each of the parties and their respective successors and
assigns.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the undersigned has executed and delivered this Subscription
Agreement dated this day of______________, in the year 2006.
By, _______________________________________PRINT NAME:
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(Signature of INVESTOR)
With a current address of ___________________________________________________
In the City of____________________________, State/Province of _______________,
Country of_______________
ACCEPTED: AIRTRAX, INC.
By, __________________ Its:____________________________
Signature of Officer Title: President
DATE,___________________________________________
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SECURITIES ISSUANCE INSTRUCTIONS
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The undersigned, as a condition to purchase up 250,000 Shares (the "Securities")
of Applied DNA Sciences, Inc., a Nevada corporation (the "Company"), hereby
certifies to the Company as follows:
1. I, Richard Lippe (Purchaser Name) am purchasing the Securities on this
________day of May , in the year 2005, in my own name and for my own account (or
for a trust account if I am a trustee), and no other person has any interest in
or right with respect to the Securities, nor have I agreed to give any person
any such interest or right in the future.
2. I am acquiring the Securities for investment and not with a view to or for
sale in connection with any distribution of the Securities. I recognize that the
Securities have not been registered under the Federal Securities Act of 1933,
that any disposition of the Securities is subject to restrictions imposed by
federal and state law and that the certificates representing the Securities will
bear a restrictive legend. I also recognize that I cannot dispose of the
Securities absent registration and qualification, or an available exemption from
registration and qualification, and that no undertaking has been made with
regard to registering or qualifying the Securities in the future. I understand
that the availability of an exemption in the future will depend in part on
circumstances outside my control and that I may be required to hold the
Securities for a substantial period. I understand that the United States
Securities and Exchange Commission has made no finding or determination relating
to the fairness for investment of the Securities offered by the Company and that
the Commission has not and will not recommend or endorse the Securities.
3. I have not seen or received any advertisement or general solicitation with
respect to the sale of the Securities.
4. I believe, by reason of my business or financial experience that I am capable
of evaluating the merits and risks of this investment and of protecting my own
interests in connection with this investment.
5. I acknowledge that during the course of this transaction and prior to
purchasing the Securities I have been provided with financial and other written
information about the Company, I have been given the opportunity by the Company
to obtain such information and ask such questions concerning the Company, the
Securities, and my investment as I felt necessary, and to the extent I availed
myself of such opportunity, I received satisfactory information and answers. If
I requested any additional information, which the Company possessed or could
acquire without unreasonable effort or expense and which was necessary to verify
the accuracy of the financial and other written information furnished to me by
the Company, that additional information was provided to me. In reaching the
decision to invest in the Securities, I have carefully evaluated my financial
resources and investment position and the risks associated with this investment,
and I acknowledge that I am able to bear the economic risks of this investment.
I further acknowledge that my financial condition is such that I am not under
any present necessity or constraint to dispose of the Securities to satisfy any
existent or contemplated debt or undertaking.
Please PRINT below the exact information regarding the Purchaser:
INDIVIDUAL
Richard Lippe
________________________________________________________________________________
Individual Name(s)
________________________________________________________________________________
Street Address, City, State/Province and Postal Code
________________________________________________________________________________
Signature (All record holders should sign)
(____)____________Telephone Number (____)_______________Fax Number
CORPORATION, PARTNERSHIP, TRUST, OR OTHER ENTITY
________________________________________________________________________________
Name of Entity
________________________________________________________________________________
Address to Which Correspondence should be Directed
________________________________________________________________________________
Type of Entity (i.e., corporation, partnership etc)
________________________________________________________________________________
State/Province of Formation of Entity
By:____________________________________Printed:_________________________________
Its:____________________________________
Title
(____)____________Telephone Number (____)_______________Fax Number
If Securities are being subscribed for by an entity, the Certificate of
Signatory below must be completed.
CERTIFICATE OF SIGNATORY
To be completed if Securities are being subscribed for by an entity.
I, _________________________________, am the ________________________________ of
_________________________________________________________(the "Entity ").
I certify that I am empowered and duly authorized by the Entity to execute and
carry out the terms of the Subscription Agreement and Securities Issuance
Instructions to purchase and hold the Securities, and certify that the
Subscription Agreement and Securities Issuance Instructions have been duly and
validly executed on behalf of the Entity and constitute legal and binding
obligations of the Entity.
IN WITNESS WHEREOF, I have hereto set my hand this ____day of ________________,
20_____.
__________________________________ Signature