Exhibit 4.1


 


Form of Placement Agent Warrant


 


NEITHER THESE SECURITIES NOR THE SECURITIES
ISSUABLE UPON THE EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH
EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE
HEREOF MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE,
PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF SUCH SECURITIES BY ANY PERSON FOR A PERIOD
OF ONE HUNDRED AND EIGHTY (180) DAYS IMMEDIATELY FOLLOWING NOVEMBER ___, 2016, EXCEPT IN ACCORDANCE WITH FINRA RULE 5110(G)(2).


 


APPLIED DNA SCIENCES, INC.


 


COMMON STOCK PURCHASE WARRANT


 


	 	 	Original Issue Date: November [___], 2016


 


Applied DNA Sciences, Inc.,
a Delaware corporation (the “Company”), hereby certifies that, as partial compensation for its services as placement
agent to the Company, ___________, or its registered assigns (the “Holder”), is entitled to purchase from the
Company up to a total of ____ shares of Common Stock (each, a “Warrant” and collectively, the “Warrants,”
and each such share of Common Stock, a “Warrant Security” and all such shares of Common Stock, the “Warrant
Securities”), at any time and from time to time after the 180th day following November ___, 2016 and through
and including, November ___, 2021, the fifth anniversary of such effective date (the “Expiration Date”), in
accordance with FINRA Rule 5110(f)(2)(G)(i), and subject to the following terms and conditions:


 


1. Definitions.
As used in this Warrant, the following terms shall have the respective definitions set forth in this Section 1. Other capitalized
terms used and not otherwise defined shall have the meanings set forth in that certain Placement Agency Agreement, dated November
___, 2016, between the Company and the Holder.






“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 144.


 


“Business Day”
means any day except Saturday, Sunday and any day that is a federal legal holiday or a day on which banking institutions in the
State of New York are authorized or required by law or other governmental action to close.


 




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Form of Placement Agent Warrant


 


“Common Stock”
means the common stock of the Company, $0.001 par value per share, and any securities into which such common stock may hereafter
be reclassified or for which it may be exchanged as a class.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“Exercise Price”
means $____ (115% of the offering price in connection with the Placement), subject to adjustment in accordance with Section 9.


 


“Fundamental
Transaction” means any of the following: (1) the Company effects any merger or consolidation of the Company with or into
another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions,
(3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common
Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification
of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged
for other securities, cash or property.


 


“New York Courts”
means the state and federal courts sitting in the City of New York, Borough of Manhattan.


 


“Original Issue
Date” means the Original Issue Date first set forth on the first page of this Warrant.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Rule 144”
means Rule 144 promulgated by the Securities and Exchange Commission pursuant to the Securities Act, as such Rule may be amended
from time to time, or any similar rule or regulation hereafter adopted by the Securities and Exchange Commission having substantially
the same effect as such Rule.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Subsidiary”
means any “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange
Commission under the Exchange Act.


 


“Trading Day”
means (i) a day on which the Common Stock is traded on a Trading Market, or (ii) if the Common Stock is not quoted on any Trading
Market, a day on which the Common Stock is quoted in the over-the-counter market as reported by OTC Markets Group Inc. (or any
similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that the Common Stock
is not listed or quoted as set forth in (i) or (ii) hereof, then Trading Day shall mean a Business Day.


 


“Trading Market”
means whichever of the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ
Capital Market or the OTCQB on which the Common Stock is listed or quoted for trading on the date in question.


 




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Form of Placement Agent Warrant


 


2. Registration of
Warrant. The Company shall register this Warrant upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered
Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and
for all other purposes, absent actual notice to the contrary.


 


3. Registration of
Transfers. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of
this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein.
Upon any such registration or transfer, a new Warrant to purchase Warrant Securities in substantially the form of this Warrant
(any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued
to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued
to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such
transferee of all of the rights and obligations of a holder of a Warrant.


 


4. Exercise and Duration
of Warrants. This Warrant shall be exercisable by the registered Holder at any time and from time to time from and after 181
days following November ___, 2016 (the “Sale Commencement Date”), through and including the Expiration Date
in accordance with FINRA Rule 5110(f)(2)(G)(i). At 5:00 p.m., Eastern Standard Time on the Expiration Date, the portion of this
Warrant not exercised prior thereto shall be and become void and of no value. The Company may not call or redeem any portion of
this Warrant without the prior written consent of the affected Holder. In accordance with FINRA Rule 5110(g)(1), this Warrant shall
not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or
call transaction that would result in the effective economic disposition of this Warrant by any person for a period of 180 days
immediately following the Sale Commencement Date, except as provided in FINRA Rule 5110(g)(2).


 


5. Delivery of Warrant
Securities.


 


(a) Upon delivery of the
Exercise Notice (in the form attached hereto) to the Company (with the attached Warrant Exercise Log) at its address for notice
set forth herein and upon payment of the Exercise Price multiplied by the number of Warrant Securities that the Holder intends
to purchase hereunder, the Company shall promptly (but in no event later than three Trading Days after the Date of Exercise (as
defined herein)) issue and deliver to the Holder, a certificate for the Warrant Securities issuable upon such exercise. The Company
shall, upon request of the Holder and subsequent to the date on which a registration statement covering the resale of the Warrant
Securities has been declared effective by the Securities and Exchange Commission, use its reasonable best efforts to deliver Warrant
Securities hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing
similar functions, if available, provided, that, the Company may, but will not be required to change its transfer agent
if its current transfer agent cannot deliver Warrant Securities electronically through the Depository Trust Corporation. A “Date
of Exercise” means the date on which the Holder shall have delivered to the Company: (i) the Exercise Notice (with the
Warrant Exercise Log attached to it), appropriately completed and duly signed and (ii) payment of the Exercise Price for the number
of Warrant Securities so indicated by the Holder to be purchased.


 


(b) If by the third Trading
Day after a Date of Exercise the Company fails to deliver the required number of Warrant Securities in the manner required pursuant
to Section 5(a), then the Holder will have the right to rescind such exercise.


 




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Form of Placement Agent Warrant


 


(c) If by the third Trading
Day after a Date of Exercise the Company fails to deliver the required number of Warrant Securities in the manner required pursuant
to Section 5(a), and if after such third Trading Day and prior to the receipt of such Warrant Securities, the Holder purchases
(in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant
Securities which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (1)
pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if
any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Securities
that the Company was required to deliver to the Holder in connection with the exercise at issue by (B) the closing bid price of
the Common Stock on the Date of Exercise and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent
number of Warrant Securities for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock
or Warrants that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. The
Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, and, upon
request, of the Company, evidence of the amount of such loss.


 


(d) The Company’s
obligations to issue and deliver Warrant Securities in accordance with the terms hereof are absolute and unconditional, irrespective
of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery
of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination,
or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged
violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such
obligation of the Company to the Holder in connection with the issuance of Warrant Securities. Nothing herein shall limit a Holder’s
right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing Warrant
Securities upon exercise of the Warrant as required pursuant to the terms hereof.


 


6. Charges, Taxes
and Expenses. Issuance and delivery of Warrant Securities upon exercise of this Warrant shall be made without charge to the
Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in respect of the
issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company
shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates
for Warrant Securities or Warrants in a name other than that of the Holder. The Holder shall be responsible for all other tax liability
that may arise as a result of holding or transferring this Warrant or receiving Warrant Securities upon exercise hereof.


 


7. Replacement of
Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange
and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity
(which shall not include a surety bond), if requested. Applicants for a New Warrant under such circumstances shall also comply
with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe.
If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant
to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.


 




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Form of Placement Agent Warrant


 


8. Reservation of
Warrant Securities. The Company covenants that it will at all times reserve and keep available out of the aggregate of its
authorized but unissued and otherwise unreserved shares of Common Stock solely for the purpose of enabling it to issue Warrant
Securities upon exercise of this Warrant as herein provided, the number of shares of Common Stock which are then issuable and deliverable
upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of Persons other
than the Holder (taking into account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Securities
so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms
hereof, be duly authorized, validly issued and fully paid and non-assessable.


 


9. Certain Adjustments.
The Exercise Price and number of Warrant Securities issuable upon exercise of this Warrant are subject to adjustment from time
to time as set forth in this Section 9.


 


(a) Stock Dividends
and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock or
otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides outstanding
shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock into a smaller number
of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number
of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of shares
of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become
effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution,
and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date
of such subdivision or combination.


 


(b) Fundamental Transactions.
If, at any time while this Warrant is outstanding there is a Fundamental Transaction, then the Holder shall have the right thereafter
to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled
to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction,
the holder of the number of Warrant Securities then issuable upon exercise in full of this Warrant (the “Alternate Consideration”).
For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental
Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting
the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice
as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice
as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. At the
Holder’s option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall issue
to the Holder a new warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing
the Holder’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof. The terms
of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving
entity to comply with the provisions of this paragraph (b) and insuring that the Warrant (or any such replacement security) will
be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.


 




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Form of Placement Agent Warrant


 


(c) Adjustments for
Other Distributions. In the event the Company shall declare a distribution on the outstanding Common Stock that is payable
in securities of other Persons, evidences of indebtedness issued by the Company or other Persons, assets (excluding cash dividends
or distributions to the holders of Common Stock paid out of current or retained earnings and declared by the Company’s Board
of Directors) or options or rights, then, in each such case for the purpose of this Section 9(c), upon exercise of this Warrant,
the Holder shall be entitled to a proportionate share of any such distribution as though the Holder was the actual record holder
of the number of shares of Common Stock which might have been purchased upon exercise of this Warrant immediately prior to the
record date fixed for the determination of the holders of Common Stock of the Company entitled to receive such distribution (or
the date of such distribution if no record date is fixed).


 


(d) Subsequent Rights
Offering. In addition to any adjustments pursuant to Section 9(c) above, if at any time during which this Warrant is outstanding,
the Company grants, issues or sells any Common Stock equivalents or other rights to purchase stock, warrants, securities or other
property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then
the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which
the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of
this Warrant (without regard to any limitations on exercise hereof, including without limitation, beneficial ownership limitations)
immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such
record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or
sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase
Right would result in the Holder exceeding beneficial ownership limitation, then the Holder shall not be entitled to participate
in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right
to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its
right thereto would not result in the Holder exceeding beneficial ownership limitations). The provisions of this Section 9(d) will
not apply to any grant, issuance or sale of Common Stock equivalents or other rights to purchase stock, warrants, securities or
other property of the Company which is not made pro rata to the record holders of any class of shares of Common Stock.


 


(e) Number of Warrant
Securities. Simultaneously with any adjustment to the Exercise Price pursuant to this Section 9, the number of Warrant Securities
that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment
the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Securities shall be the same as the aggregate
Exercise Price in effect immediately prior to such adjustment.


 


(f) Calculations.
All calculations under this Section 9 shall be made to the nearest cent or the nearest 1/100th of a share, as applicable.
The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account
of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.


 


(g) Notice of Adjustments.
Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will promptly compute such adjustment
in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment, including a statement of
the adjusted Exercise Price and adjusted number or type of Warrant Securities or other securities issuable upon exercise of this
Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon which
such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the Holder
and to the Company’s Transfer Agent.


 




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Form of Placement Agent Warrant


 


(h) Notice of Corporate
Events. If the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of
its Common Stock, including without limitation any granting of rights or warrants to subscribe for or purchase any capital stock
of the Company or any Subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder
approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs
of the Company, then the Company shall deliver to the Holder a notice describing the material terms and conditions of such transaction
(but only to the extent such disclosure would not result in the dissemination of material, non-public information to the Holder)
at least 10 calendar days prior to the applicable record or effective date on which a Person would need to hold Common Stock in
order to participate in or vote with respect to such transaction, and the Company will take all steps reasonably necessary in order
to insure that the Holder is given the practical opportunity to exercise this Warrant prior to such time so as to participate in
or vote with respect to such transaction; provided, however, that the failure to deliver such notice or any defect therein shall
not affect the validity of the corporate action required to be described in such notice.


 


10. Payment of Exercise
Price. The Holder may pay the Exercise Price in one of the following manners:


 


(a) Cash Exercise.
The Holder may deliver immediately available funds; or


 


(b) Cashless Exercise.
If on the Date of Exercise there is no effective registration statement registering, or the prospectus contained therein is not
available for, the resale of the Warrant Securities, the Holder may notify the Company in an Exercise Notice of its election to
utilize cashless exercise, in which event the Company shall issue to the Holder the number of Warrant Securities determined as
follows:


 


X = Y [(A-B)/A]


 


where:


 


X = the number of Warrant Securities
to be issued to the Holder.


 


Y = the number of Warrant Securities
with respect to which this Warrant is being exercised.


 


A = the average of the daily volume
weighted average price of the Common Stock for the five Trading Days immediately prior to (but not including) the Date of Exercise.


 


B = the Exercise Price.


 


For purposes of Rule 144 promulgated under
the Securities Act, it is intended, understood and acknowledged that the Warrant Securities issued in a cashless exercise transaction
shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Securities shall be deemed to have
commenced, on the date this Warrant was originally issued.


 




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Form of Placement Agent Warrant


 


11. Limitations on
Exercise. Notwithstanding anything to the contrary contained herein, the number of Warrant Securities that may be acquired
by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure
that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder
and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s
for purposes of Section 13(d) of the Exchange Act, does not exceed 9.99% of the total number of issued and outstanding shares of
Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial
ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
To the extent that the limitation contained in this Section 11 applies, the determination of whether this Warrant is exercisable
(in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable
shall be in the sole discretion of the Holder, and the submission of an Exercise Notice shall be deemed to be the Holder’s
determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates)
and of which portion of this Warrant is exercisable, in each case subject the limitation contained in this Section 11, and the
Company shall have no obligation to verify or confirm the accuracy of such determination. This provision shall not restrict the
number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities
or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this
Warrant. This restriction may not be waived. Notwithstanding anything to the contrary contained in this Warrant, (a) no term of
this Section may be waived by any party, nor amended such that the threshold percentage of ownership would be directly or indirectly
increased, (b) this restriction runs with the Warrant and may not be modified or waived by any subsequent holder hereof and (c)
any attempted waiver, modification or amendment of this Section will be void ab initio.


 


12. No Fractional
Shares. No fractional Warrant Securities will be issued in connection with any exercise of this Warrant. In lieu of any fractional
shares, which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the closing
price of one share of Common Stock as reported by the applicable Trading Market on the date of exercise.


 


13. Registration Rights.


 


(a) Demand Registration.
The Company, upon written demand (a “Demand Notice”) by the Holder, and if the Holder has assigned a portion
of the Warrant, of the holders, agrees to register (a “Demand Registration”), on one occasion, all or any portion
of the Warrant Securities. On such occasion, the Company will file a registration statement or a post-effective amendment to the
Registration Statement covering the Warrant Securities within sixty (60) days after receipt of a Demand Notice and use its best
efforts to have such registration statement or post-effective amendment declared effective promptly thereafter, subject to compliance
with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the
Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant
to Section 13(b) hereof and either: (i) the Holder was given the opportunity to exercise its rights under Section 13(b) hereof
in connection with the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten
primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or
until thirty (30) days after such offering is consummated. A Demand Notice may be given at any time during the period of four and
a half (4.5) years beginning 180 days from the Sale Commencement Date. The Company covenants and agrees, if the Holder has assigned
a portion of this Warrant, to give written notice of its receipt of the Demand Notice by any Holder to all other registered Holder
of the Warrants and/or the Warrant Securities within ten (10) days from the date of the receipt of such Demand Notice. The Holder,
or if the Warrant has been assigned, the Holders, shall not effect more than two (2) Demand Registrations pursuant to this Section
13(a). A registration will not count as a Demand Registration until the registration statement filed with the Commission with respect
to such Demand Registration has been declared effective and the Company has complied with all of its obligations hereunder with
respect thereto; provided, however, that if, after such registration statement has been declared effective, the offering of the
Warrant Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any
other governmental agency or court, the registration statement with respect to such Demand Registration will be deemed not to have
been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and
(ii) the Holder thereafter elect to continue the offering. The Company shall bear all fees and expenses attendant to the first
Demand Registration pursuant to Section 13(a), including the reasonable and documented expenses of a single legal counsel selected
by the Holders to represent them in connection with the sale of the Warrant Securities, but the Holders shall pay any and all underwriting
commissions or brokerage fees related to the Warrant Securities, if applicable. The Holders shall bear all fees and expenses (including
all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them) in connection with
the second Demand Registration pursuant to Section 13(a). The Company agrees to use its best efforts to cause the filing required
herein to become effective promptly and to qualify or register the Warrant Securities in such States as are reasonably requested
by the Holder, or if the Warrant has been assigned, by the Holders; provided, however, that in no event shall the Company be required
to register the Warrant Securities in a State in which such registration would cause: (i) the Company to be obligated to register
or license to do business in such State or submit to general service of process in such State, or (ii) the principal stockholders
of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall use its commercially reasonable
efforts to cause any registration statement filed pursuant to the demand right granted under Section 13(a) to remain effective
for a period of at least twelve (12) consecutive months from the date that the Holder of the Warrant Securities covered by such
registration statement are first given the opportunity to sell all of such securities. The Holder shall only use the prospectuses
provided by the Company to sell the shares covered by such registration statements, and will immediately cease to use any prospectus
furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement
or omission.


 




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Form of Placement Agent Warrant


 


(b) “Piggy-Back”
Registration. In addition to the demand rights of registration described in Section 13(a) hereof, the Holder shall have the
right, for a period of five (5) years commencing 180 days from the Sale Commencement Date, to include the Warrant Securities as
part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by
Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8 or S-4 or any equivalent form); provided, however, that
if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s)
thereof shall, in its reasonable discretion, impose a limitation on the number of Warrant Securities which may be included in the
registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary
to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited
portion of the Warrant Securities with respect to which the Holder requested inclusion hereunder as the underwriter(s) shall reasonably
permit. Any exclusion of Warrant Securities shall be made pro rata among the Holder, or if the Warrant has been assigned, to the
Holders seeking to include Warrant Securities in proportion to the number of Warrant Securities sought to be included by such Holders;
provided, however, that the Company shall not exclude any Warrant Securities unless the Company has first excluded all outstanding
securities, the holders of which are not entitled to inclusion of such securities in such registration statement or are not entitled
to pro rata inclusion with the Warrant Securities. The Holders shall be entitled to unlimited piggy-back registration rights pursuant
to this Section 13(b). Any holder of the Warrant Securities may elect to withdraw such Holder’s request for inclusion of
the Warrant Securities in any piggy-back registration by giving written notice to the Company of such request to withdraw prior
to the effectiveness of the registration statement. The Company (whether on its own determination or as the result of a withdrawal
by persons making a demand pursuant to written contractual obligations) may withdraw a registration statement at any time prior
to the effectiveness of the registration statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred
by the Holders of the Warrant Securities in connection with such piggy-back registration as provided in Section 13(b). The Company
shall bear all fees and expenses attendant to registering the Warrant Securities pursuant to Section 13(b) hereof, including the
reasonable and documented expenses of a single legal counsel selected by the Holders to represent them in connection with the sale
of the Warrant Securities, but the Holders shall pay any and all underwriting commissions or brokerage fees related to the Warrant
Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Warrant Securities
with not less than fifteen (15) days written notice prior to the proposed date of filing of such registration statement. Such notice
to the Holders shall continue to be given for each registration statement filed by the Company until such time as all of the Warrant
Securities have been sold by the Holder. The holders of the Warrant Securities shall exercise the “piggy-back” rights
provided for herein by giving written notice, within ten (10) days of the receipt of the Company’s notice of its intention
to file a registration statement. The Company shall use its best efforts to cause any registration statement filed pursuant to
the piggyback right granted under Section 13(b) to remain effective for a period of at least nine (9) consecutive months from the
date that the Holders of the Warrant Securities covered by such registration statement are first given the opportunity to sell
all of such securities.


 




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Form of Placement Agent Warrant


 


14.
Notices. Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise
Notice) shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice
or communication is delivered via  facsimile at the facsimile number specified in this Section
prior to 5:00 p.m. (Eastern Standard Time) on a Trading Day, (ii) the next Trading Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number specified in this Section on a day that is not a Trading
Day or later than 5:00 p.m. (Eastern Standard Time) on any Trading Day, (iii) the Trading Day following the date of mailing, if
sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required
to be given. The addresses for such communications shall be: (i) if to the Company, to Applied DNA Sciences, Inc., 50 Health Sciences
Drive, Stony Brook, New York 11790, Attention: Chief Executive Officer (or such other address as the Company shall indicate in
writing in accordance with this Section), or via facsimile to (631) 240-8900, or (ii) if to the Holder, to the address or facsimile
number appearing on the Warrant Register or such other address or facsimile number as the Holder may provide to the Company in
accordance with this Section. 


 


15. Miscellaneous.


 


(a) This Warrant shall
be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject to the preceding
sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable
right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed by the Company and the
Holder and their successors and assigns. The foregoing sentence shall be subject to the restrictions on waivers and amendments
set forth in Section 11 of this Warrant.


 


(b) The Holder, in addition
to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance
of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred
by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action
for specific performance that a remedy at law would be adequate.


 




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Form of Placement Agent Warrant


 


(c) All questions concerning
the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance
with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees
that all legal proceedings concerning the interpretations, enforcement and defense of this Warrant and the transactions herein
contemplated (“Proceedings”) (whether brought against a party hereto or its respective Affiliates, employees
or agents) shall be commenced exclusively in the New York Courts. Each party hereto hereby irrevocably submits to the exclusive
jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that
it is not personally subject to the jurisdiction of any New York Court, or that such Proceeding has been commenced in an improper
or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served
in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to
serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable
law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Warrant or the transactions
contemplated hereby. If either party shall commence a Proceeding to enforce any provisions of this Warrant, then the prevailing
party in such Proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred
with the investigation, preparation and prosecution of such Proceeding.


 


(d) The failure of any
of the parties hereto to at any time enforce any of the provisions of this Warrant shall not be deemed or construed to be a waiver
of any such provision, nor to in any way effect the validity of this Warrant or any provision hereof or the right of any of the
parties hereto to thereafter enforce each and every provision of this Warrant. No waiver of any breach, non-compliance or non-fulfillment
of any of the provisions of this Warrant shall be effective unless set forth in a written instrument executed by the party or parties
against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment
shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.


 


(e) The headings herein
are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions
hereof.


 


(f) In case any one or
more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt
in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor, and
upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


(g) Prior to exercise
of this Warrant, the Holder hereof shall not, by reason of being a Holder, be entitled to any rights of a stockholder with respect
to the Warrant Securities, except as set forth herein.


 


[Signature page follows.]


 




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Form of Placement Agent Warrant


 


IN WITNESS WHEREOF,
the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.


 


	 	APPLIED DNA SCIENCES, INC.
	 	 
	 	By: 	 
	 	Name: James A. Hayward
	 	Title: Chief Executive Officer


 


[Signature page to Placement Agent Warrant]


 




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Form of Placement Agent Warrant


 


EXERCISE NOTICE


APPLIED DNA SCIENCES, INC.


WARRANT DATED NOVEMBER ___, 2016


 


The undersigned Holder
hereby irrevocably elects to purchase Warrant Securities pursuant to the above referenced Warrant. Capitalized terms used herein
and not otherwise defined have the respective meanings set forth in the Warrant.


 


	(1)	The undersigned Holder hereby exercises its right to purchase Warrant Securities pursuant to the Warrant. 


 


	(2)	
        (PLEASE CHECK ONE METHOD OF PAYMENT)

         ☐ The Holder shall pay the sum of $___
        to the Company in accordance         with the terms of the Warrant; or

         

         ☐ The Holder shall exercise the
        Warrant through a cashless         exercise in accordance with the terms of the Warrant.



 


	(3)	Pursuant to this Exercise Notice, the Company shall deliver to the holder Warrant Securities in accordance with the terms of the Warrant.
	 	 
	(4)	Please issue said Warrant Securities in the name of the undersigned or in such other name as is specified here: ______________________________________.
	 	 
	(5)	By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder will not beneficially own in excess of the number of shares of Common Stock (determined in accordance with Section 13(d) of the Securities Exchange Act of 1934) permitted to be owned under Section 11 of this Warrant to which this notice relates. 


 


	Dated: 	 	 	Name of Holder:
	 	 
	 	(Print) 
	 	 
	 	Name: 
	 	Title: 
	 	Date: 
	 	 
	 	(Signature must conform in all respects to name of holder as specified on the face of the Warrant.)


 




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Form of Placement Agent Warrant


 


WARRANT EXERCISE LOG


 


	Date	 	Number of Warrant 

Securities Available to 

be Exercised	 	Number of Warrant 

Securities Exercised	 	Number of Warrant 

Securities Remaining 

to be Exercised
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 




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Form of Placement Agent Warrant


 


APPLIED DNA SCIENCES, INC.


WARRANT DATED NOVEMBER ___, 2016


 


ASSIGNMENT FORM


 


(To assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)


 


FOR VALUE RECEIVED, [____] all of or [_______] shares of the foregoing
Warrant and all rights evidenced thereby are hereby assigned to


 


		 whose address is


 


		 


 


		 


 


Date: ______________, _______


 


	 	Holder’s Signature:	 	 
	 	Holder’s Address:	 	 
	 	 	 	 


 


	Signature Guaranteed: 	 	 




 


NOTE: The signature to this Assignment Form
must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever,
and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing Warrant.


 




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