Exhibit 10.1


 


PLACEMENT AGENCY AGREEMENT


 


January 10, 2021


 


Roth Capital Partners, LLC


888 San Clemente Drive, Suite 400


Newport Beach, CA 92660


 


Ladies and Gentlemen:


 


Introduction.
Subject to the terms and conditions herein (this “Agreement”), Applied DNA Sciences, Inc., a Delaware corporation
(the “Company”), hereby agrees to sell up to an aggregate of $15,023,000 of registered shares (the “Shares”)
of the Company’s common stock, $0.001 par value per share (the "Common Stock”) directly to various investors
(each, an “Investor” and, collectively, the “Investors”) through Roth Capital Partners, LLC
(the “Placement Agent”) as placement agent. The documents executed and delivered by the Company and the Investors
in connection with the Offering (as defined below), including, without limitation, a securities purchase agreement (the “Purchase
Agreement”), shall be collectively referred to herein as the “Transaction Documents.” The purchase
price to the Investors for each Share is $8.30. The Placement Agent may retain other brokers or dealers to act as sub-agents or
selected-dealers on its behalf in connection with the Offering.


 


The Company hereby
confirms its agreement with the Placement Agent as follows:


 


Section 1.              Agreement to Act as Placement Agent.


 


(a)           On
the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and
conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale
by the Company of the Shares pursuant to the Company's registration statement on Form S-3 (File No. 333-238557) (the “Registration
Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions
and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable
best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Shares,
or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates”
(as defined below) be obligated to underwrite or purchase any of the Shares for its own account or otherwise provide any financing.
The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority
to bind the Company with respect to any prospective offer to purchase Shares and the Company shall have the sole right to accept
offers to purchase Shares and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment
of the purchase price for, and delivery of, the Shares shall be made at one closing (the “Closing” and the
date on which the Closing occurs, the “Closing Date”). As compensation for services rendered, on the Closing
Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:


 


(i)            A cash fee equal to 7.0% of the gross proceeds received by the Company from the sale of the Shares at the closing of the
Offering (the “Closing”).


 


(ii)           The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) of up to $50,000
payable immediately upon the Closing of the Offering.


 






     


     


    

 





(b)           The term of the Placement Agent's exclusive engagement will be until the completion of the Offering (the “Exclusive
Term”); provided, however, that a party hereto may terminate the engagement with respect to itself at
any time upon 10 days written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions
concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in
the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation
to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof
and which are permitted to be reimbursed under FINRA Rule 5110(g)(5), will survive any expiration or termination of this Agreement.
Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate,
analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined
below) other than the Company. As used herein (i) “Persons” 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 and (ii) “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 405 under the Securities Act of 1933, as amended (the “Securities Act”).


 


Section 2.             Representations, Warranties and Covenants of the Company. The Company hereby represents, warrants and covenants to the
Placement Agent as of the date hereof, and as of the Closing Date, as follows:


 


(a)           Securities
Law Filings. The Company has filed with the Securities and Exchange Commission (the “Commission”) the
Registration Statement under the Securities Act, which was filed on May 21, 2020 and declared effective on June 1, 2020 for
the registration of the Shares under the Securities Act. Following the determination of pricing among the Company and the
prospective Investors introduced to the Company by Placement Agent, the Company will file with the Commission pursuant to
Rules 430A and 424(b) under the Securities Act, and the rules and regulations (the “Rules and
Regulations”) of the Commission promulgated thereunder, a final prospectus supplement relating to the placement of
the Shares, their respective pricings and the plan of distribution thereof and will advise the Placement Agent of all further
information (financial and other) with respect to the Company required to be set forth therein. Such registration statement,
at any given time, including the exhibits thereto filed at such time, as amended at such time, is hereinafter called the
 “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement at
the time of effectiveness, is hereinafter called the “Base Prospectus”; and the final prospectus
supplement, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus
as it may be amended or supplemented) is hereinafter called the “Final Prospectus.” The Registration
Statement at the time it originally became effective is hereinafter called the “Original Registration
Statement.” Any reference in this Agreement to the Registration Statement, the Original Registration Statement, the
Base Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference
therein (the “Incorporated Documents”), if any, which were or are filed under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), at any given time, as the case may be; and any reference in this
Agreement to the terms “amend,” “amendment” or “supplement” with respect to the
Registration Statement, the Original Registration Statement, the Base Prospectus, or the Final Prospectus shall be deemed to
refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of
the Base Prospectus, or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. All
references in this Agreement to financial statements and schedules and other information which is “contained,”
 “included,” “described,” “referenced,” “set forth” or “stated” in
the Registration Statement, the Base Prospectus, or the Final Prospectus (and all other references of like import) shall be
deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be
incorporated by reference in the Registration Statement, the Base Prospectus, or the Final Prospectus, as the case may be.
The term “any Prospectus” shall mean, as the context requires, the Base Prospectus, the Final Prospectus,
and any supplement to either thereof. The Company has not received any notice that the Commission has issued or intends to
issue a stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or any
prospectus supplement or intends to commence a proceeding for any such purpose.


 






    2 


     


    

 


(b)           Assurances. The Original Registration Statement, as amended, (and any further documents to be filed with the Commission)
contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective
amendment thereto, at the time it became effective, complied in all material respects with the Securities Act and the applicable
Rules and Regulations and did not contain any untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading. The Base Prospectus, and the Final Prospectus, each
as of its respective date, comply or will comply in all material respects with the Securities Act and the applicable Rules and
Regulations. Each of the Base Prospectus and the Final Prospectus, as amended or supplemented, did not and will not contain as
of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not misleading. The Incorporated Documents, when they were filed
with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations
promulgated thereunder, and none of such documents, when they were filed with the Commission, contained any untrue statement of
a material fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documents
incorporated by reference in the Base Prospectus or Final Prospectus), in light of the circumstances under which they were made,
not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date
thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required
to be filed with the Commission. Except for this Agreement, there are no documents required to be filed with the Commission in
connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or
(y) will not be filed within the requisite time period. Except for this Agreement, there are no contracts or other documents required
to be described in the Base Prospectus or Final Prospectus, or to be filed as exhibits or schedules to the Registration Statement,
which have not been described or filed as required.


 


(c)           Offering Materials. Neither the Company nor any of its directors and officers has distributed and none of them will
distribute, prior to the Closing Date, any offering material in connection with the offering and sale of the Shares other than
the Registration Statement, the Base Prospectus, the Final Prospectus, copies of the documents incorporated by reference therein
and any other materials permitted by the Securities Act.


 


(d)           Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by this Agreement and the Final Prospectus and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of each of this Agreement by the Company and the consummation by it of the transactions
contemplated hereby and thereby and under the Final Prospectus have been duly authorized by all necessary action on the part
of the Company and no further action is required by the Company, the Company’s Board of Directors (the “Board
of Directors”) or the Company’s stockholders in connection therewith other than in connection with the
Required Approvals (as defined below). This Agreement has been duly executed by the Company and, when delivered in accordance
with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in
accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally,
(ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies
and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.


 






    3 


     


    

 


(e)           No
Conflicts. The execution, delivery and performance by the Company of this Agreement and the transactions contemplated
pursuant to the Final Prospectus, the issuance and sale of the Shares and the consummation by it of the transactions
contemplated hereby and thereby to which it is a party do not and will not (i) conflict with or violate any provision of the
Company’s or any subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter
documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become
a default) under, result in the creation of any lien upon any of the properties or assets of the Company or any subsidiary,
or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time
or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or subsidiary debt or otherwise)
or other understanding to which the Company or any subsidiary is a party or by which any property or asset of the Company or
any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of
any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to
which the Company or a subsidiary is subject (including federal and state securities laws and regulations), or by which any
property or asset of the Company or a subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii),
such as could not have or reasonably be expected to result in a material adverse effect on the condition (financial or
otherwise), properties, assets, liabilities, rights, operations, earnings, business or management of the Company, whether or
not arising from transactions in the ordinary course of business or on the performance by the Company of its obligations
under this Agreement (a “Material Adverse Change”).


 


(f)            Certificates.
Any certificate signed by an officer of the Company and delivered to the Placement Agent or to counsel for the Placement
Agent shall be deemed to be a representation and warranty by the Company to the Placement Agent as to the matters set forth
therein.


 


(g)           Reliance.
The Company acknowledges that the Placement Agent will rely upon the accuracy and truthfulness of the foregoing representations
and warranties and hereby consents to such reliance.


 


(h)           Forward-Looking
Statements. No forward-looking statements (within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act) contained in the Final Prospectus have been made or reaffirmed without a reasonable basis or have been disclosed
other than in good faith.


 


(i)            Statistical
or Market-Related Data. Any statistical, industry-related and market-related data included or incorporated by reference
in the Final Prospectus, are based on or derived from sources that the Company reasonably and in good faith believes to be
reliable and accurate, and such data agree with the sources from which they are derived.


 






    4 


     


    

 


(j)            FINRA
Affiliations. There are no affiliations with any FINRA member firm that is participating in the Offering among the Company’s
officers, directors or, to the knowledge of the Company, any five percent (5%) or greater stockholder of the Company.


 


(k)           Representations and Warranties Incorporated by Reference. Each of the representations and warranties (together with
any related disclosure schedules thereto) made to the Investors in the Purchase Agreement is hereby incorporated herein by reference
(as though fully restated herein) and is hereby made to, and in favor of, the Placement Agent.


 


Section 3.             Delivery and Payment. The Closing shall occur at the offices of Ellenoff Grossman & Schole LLP, 1345 Avenue of the
Americas, New York, New York 10105 (“Placement Agent Counsel”) (or at such other place as shall be agreed upon
by the Placement Agent and the Company). Subject to the terms and conditions hereof, at the Closing payment of the purchase price
for the Shares sold on the Closing Date shall be made by Federal Funds wire transfer, against delivery of such Shares, and such
Shares shall be registered in such name or names and shall be in such denominations, as the Placement Agent may request at least
one business day before the time of purchase (as defined below).


 


Deliveries of the documents
with respect to the purchase of the Shares, if any, shall be made at the offices of Placement Agent Counsel. All actions taken
at the Closing shall be deemed to have occurred simultaneously.


 


Section 4.              Covenants
and Agreements of the Company. The Company further covenants and agrees with the Placement Agent as follows:


 


(a)           Registration
Statement Matters. The Company will advise the Placement Agent promptly after it receives notice thereof of the time when
any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Base Prospectus or
the Final Prospectus has been filed and will furnish the Placement Agent with copies thereof. The Company will file promptly
all reports and any definitive proxy or information statements required to be filed by the Company with the Commission
pursuant to Section 13(a), 14 or 15(d) of the Exchange Act subsequent to the date of any Prospectus and for so long as the
delivery of a prospectus is required in connection with the Offering. The Company will advise the Placement Agent, promptly
after it receives notice thereof (i) of any request by the Commission to amend the Registration Statement or to amend or
supplement any Prospectus or for additional information, and (ii) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order directed at
any Incorporated Document, if any, or any amendment or supplement thereto or any order preventing or suspending the use of
the Base Prospectus or the Final Prospectus or any prospectus supplement or any amendment or supplement thereto or any
post-effective amendment to the Registration Statement, of the suspension of the qualification of the Shares for offering or
sale in any jurisdiction, of the institution or threatened institution of any proceeding for any such purpose, or of any
request by the Commission for the amending or supplementing of the Registration Statement or a Prospectus or for additional
information. The Company shall use its commercially reasonable best efforts to prevent the issuance of any such stop order or
prevention or suspension of such use.  If the Commission shall enter any such stop order or order or notice of
prevention or suspension at any time, the Company will use its commercially reasonable best efforts to obtain the lifting of
such order at the earliest possible moment, or will file a new registration statement and use its best efforts to have such
new registration statement declared effective as soon as practicable.  Additionally, the Company agrees that it shall
comply with the provisions of Rules 424(b), 430A, 430B and 430C, as applicable, under the Securities Act, including with
respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by
the Company under such Rule 424(b) are received in a timely manner by the Commission.


 






    5 


     


    

 


(b)           Amendments and Supplements to a Prospectus and Other Matters. The Company will comply with the Securities Act and
the Exchange Act, and the rules and regulations of the Commission thereunder, so as to permit the completion of the distribution
of the Shares as contemplated in this Agreement, the Incorporated Documents and any Prospectus. If during the period in which a
prospectus is required by law to be delivered in connection with the distribution of Shares contemplated by the Incorporated Documents
or any Prospectus (the “Prospectus Delivery Period”), any event shall occur as a result of which, in the judgment
of the Company or in the opinion of the Placement Agent or counsel for the Placement Agent, it becomes necessary to amend or supplement
the Incorporated Documents or any Prospectus in order to make the statements therein, in the light of the circumstances under which
they were made, as the case may be, not misleading, or if it is necessary at any time to amend or supplement the Incorporated Documents
or any Prospectus or to file under the Exchange Act any Incorporated Document to comply with any law, the Company will promptly
prepare and file with the Commission, and furnish at its own expense to the Placement Agent and to dealers, an appropriate amendment
to the Registration Statement or supplement to the Registration Statement, the Incorporated Documents or any Prospectus that is
necessary in order to make the statements in the Incorporated Documents and any Prospectus as so amended or supplemented, in the
light of the circumstances under which they were made, as the case may be, not misleading, or so that the Registration Statement,
the Incorporated Documents or any Prospectus, as so amended or supplemented, will comply with law. Before amending the Registration
Statement or supplementing the Incorporated Documents or any Prospectus in connection with the Offering, the Company will furnish
the Placement Agent with a copy of such proposed amendment or supplement and will not file any such amendment or supplement to
which the Placement Agent reasonably objects.


 


(c)           Copies of any Amendments and Supplements to a Prospectus. The Company will furnish the Placement Agent, without charge,
during the period beginning on the date hereof and ending on the later of the last Closing Date of the Offering, as many copies
of any Prospectus or prospectus supplement and any amendments and supplements thereto, as the Placement Agent may reasonably request.


 


(d)           Free
Writing Prospectus. The Company covenants that it will not, unless it obtains the prior written consent of the Placement Agent,
make any offer relating to the Shares that would constitute an Company Free Writing Prospectus or that would otherwise constitute
a “free writing prospectus” (as defined in Rule 405 of the Securities Act) required to be filed by the Company
with the Commission or retained by the Company under Rule 433 of the Securities Act. In the event that the Placement Agent expressly
consents in writing to any such free writing prospectus (a “Permitted Free Writing Prospectus”), the Company
covenants that it shall (i) treat each Permitted Free Writing Prospectus as an Company Free Writing Prospectus, and (ii) comply
with the requirements of Rule 164 and 433 of the Securities Act applicable to such Permitted Free Writing Prospectus, including
in respect of timely filing with the Commission, legending and record keeping.


 


(e)           Transfer Agent. The Company will maintain, at its expense, a registrar and transfer agent for the Common Stock.


 






    6 


     


    

 





(f)            Earnings Statement. As soon as practicable and in accordance with applicable requirements under the Securities Act,
but in any event not later than 18 months after the last Closing Date, the Company will make generally available to its security
holders and to the Placement Agent an earnings statement, covering a period of at least 12 consecutive months beginning after
the last Closing Date, that satisfies the provisions of Section 11(a) and Rule 158 under the Securities Act.


 


(g)           Periodic
Reporting Obligations. During the Prospectus Delivery Period, the Company will duly file, on a timely basis, with the Commission
and the Trading Market (as defined in the Purchase Agreement) all reports and documents required to be filed under the Exchange
Act within the time periods and in the manner required by the Exchange Act.


 


(h)           Additional
Documents. The Company agrees that the Placement Agent may rely upon, and each is a third party beneficiary of, the
representations and warranties, and applicable covenants, set forth in any such purchase, subscription or other agreement with
Investors in the Offering.


 


(i)            No Manipulation of Price.  The Company will not take, directly or indirectly, any action designed to
cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of
the price of any securities of the Company.


 


(j)            Acknowledgment.
The Company acknowledges that any advice given by the Placement Agent to the Company is solely for the benefit and use of the
Board of Directors of the Company and may not be used, reproduced, disseminated, quoted or referred to, without the Placement
Agent's prior written consent.


 


(k)           Announcement of Offering. The Company acknowledges and agrees that the Placement Agent may, subsequent to the Closing,
make public its involvement with the Offering.


 


(l)            Reliance on Others. The Company confirms that it will rely on its own counsel and accountants for legal and accounting
advice.


 


(m)          Research
Matters. By entering into this Agreement, the Placement Agent does not provide
any promise, either explicitly or implicitly, of favorable or continued research coverage of the Company and the Company hereby
acknowledges and agrees that the Placement Agent’s selection as a placement agent for the Offering was in no way conditioned,
explicitly or implicitly, on the Placement Agent providing favorable or any research coverage of the Company. In accordance with
FINRA Rule 2711(e), the parties acknowledge and agree that the Placement Agent has not directly or indirectly offered favorable
research, a specific rating or a specific price target, or threatened to change research, a rating or a price target, to the Company
or inducement for the receipt of business or compensation.


 


Section 5.              Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject
to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as
of the date hereof and as of the Closing Date as though then made, to the timely performance by each of the Company of its covenants
and other obligations hereunder on and as of such dates, and to each of the following additional conditions:


 


(a)           Accountants’
Comfort Letter. On the Closing Date, the Placement Agent shall have received, and the Company shall have caused to be
delivered to the Placement Agent, a letter from Marcum LLP (the independent registered public accounting firm of the
Company), addressed to the Placement Agent, dated as of the Closing Date, in form and substance satisfactory to the Placement
Agent. The letter shall not disclose any change in the condition (financial or other), earnings, operations, business or
prospects of the Company from that set forth in the Incorporated Documents or the applicable Prospectus or prospectus
supplement, which, in the Placement Agent's sole judgment, is material and adverse and that makes it, in the Placement
Agent's sole judgment, impracticable or inadvisable to proceed with the Offering of the Shares as contemplated by such
Prospectus.


 






    7 


     


    

 


(b)           Compliance with Registration Requirements; No Stop Order; No Objection from the FINRA. Each Prospectus (in accordance
with Rule 424(b)) and “free writing prospectus” (as defined in Rule 405 of the Securities Act), if any, shall
have been duly filed with the Commission, as appropriate; no stop order suspending the effectiveness of the Registration Statement
or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission;
no order preventing or suspending the use of any Prospectus shall have been issued and no proceeding for that purpose shall have
been initiated or threatened by the Commission; no order having the effect of ceasing or suspending the distribution of the Shares
or any other securities of the Company shall have been issued by any securities commission, securities regulatory authority or
stock exchange and no proceedings for that purpose shall have been instituted or shall be pending or, to the knowledge of the Company,
contemplated by any securities commission, securities regulatory authority or stock exchange; all requests for additional information
on the part of the Commission shall have been complied with; and the FINRA shall have raised no objection to the fairness and reasonableness
of the placement terms and arrangements.


 


(c)           Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration
Statement and each Prospectus, and the registration, sale and delivery of the Shares, shall have been completed or resolved in
a manner reasonably satisfactory to the Placement Agent's counsel, and such counsel shall have been furnished with such papers
and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.


 


(d)           No Material Adverse Change. Subsequent to the execution and delivery of this Agreement and prior to the Closing Date,
in the Placement Agent's sole judgment after consultation with the Company, there shall not have occurred any Material Adverse
Change.


 


(e)           Opinion of Counsel for the Company. The Placement Agent shall have received on the Closing Date the favorable opinion
of legal counsel to the Company, dated as of the Closing Date, including, without limitation, a negative assurance letter addressed
to the Placement Agent and in form and substance satisfactory to the Placement Agent.


 


(f)            Officers’
Certificate. The Placement Agent shall have received on the Closing Date a certificate of the Company, dated as of the Closing
Date, signed by the Chief Executive Officer and Chief Financial Officer of the Company, to the effect that, and the Placement
Agent shall be satisfied that, the signers of such certificate have reviewed the Registration Statement, the Incorporated Documents,
the Final Prospectus, and this Agreement and to the further effect that:


 


(i)            The
representations and warranties of the Company in this Agreement are true and correct, as if made on and as of the Closing Date,
and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied
at or prior to the Closing Date;


 






    8 


     


    

 





(ii)           No stop order suspending the effectiveness of the Registration Statement or the use of any Prospectus has been issued and
no proceedings for that purpose have been instituted or are pending or, to the Company’s knowledge, threatened under the
Securities Act; no order having the effect of ceasing or suspending the distribution of the Shares or any other securities of the
Company has been issued by any securities commission, securities regulatory authority or stock exchange in the United States and
no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, contemplated by any securities
commission, securities regulatory authority or stock exchange in the United States;


 


(iii)          When
the Registration Statement became effective, at the time of sale, and at all times subsequent thereto up to the delivery of such
certificate, the Registration Statement and the Incorporated Documents, if any, when such documents became effective or were filed
with the Commission, and any Prospectus, contained all material information required to be included therein by the Securities
Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder, as the case may be, and in all
material respects conformed to the requirements of the Securities Act and the Exchange Act and the applicable rules and regulations
of the Commission thereunder, as the case may be, and the Registration Statement and the Incorporated Documents, if any, and any
Prospectus, did not and do not include any untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not
misleading (provided, however, that the preceding representations and warranties contained in this paragraph (iii) shall not apply
to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by
the Placement Agent expressly for use therein) and, since the effective date of the Registration Statement, there has occurred
no event required by the Securities Act and the rules and regulations of the Commission thereunder to be set forth in the Incorporated
Documents which has not been so set forth; and


 


(iv)          Subsequent
to the respective dates as of which information is given in the Registration Statement, the Incorporated Documents and any Prospectus,
there has not been: (a) any Material Adverse Change; (b) any transaction that is material to the Company and the Subsidiaries
taken as a whole, except transactions entered into in the ordinary course of business; (c) any obligation, direct or contingent,
that is material to the Company and the Subsidiaries taken as a whole, incurred by the Company or any Subsidiary, except obligations
incurred in the ordinary course of business; (d) any material change in the capital stock (except changes thereto resulting from
the exercise of outstanding stock options or warrants) or outstanding indebtedness of the Company or any Subsidiary; (e) any dividend
or distribution of any kind declared, paid or made on the capital stock of the Company; or (f) any loss or damage (whether or
not insured) to the property of the Company or any Subsidiary which has been sustained or will have been sustained which has a
Material Adverse Change.


 


(g)           Lock-Up Agreements. On the date hereof, the Placement Agent shall have received the executed lock-up agreement, in
the form attached hereto as Exhibit A, from each of the directors and officers of the Company.


 


(h)           Chief
Financial Officer Certification. The Placement Agent shall have received on the Closing Date a certificate signed on
behalf of the Company by its chief financial officer, dated as of such date, regarding certain financial information included
or incorporated by reference in the Registration Statement and the Final Prospectus, in form and substance satisfactory to
the Placement Agent.


 






    9 


     


    

 


(i)            Stock
Exchange Listing. The Common Stock shall be registered under the Exchange Act and shall be listed on the Trading Market (as
defined in the Purchase Agreement), and the Company shall not have taken any action designed to terminate, or likely to have the
effect of terminating, the registration of the Common Stock under the Exchange Act or delisting or suspending from trading
the Common Stock from the Trading Market, nor shall the Company have received any information suggesting that the Commission or
the Trading Market is contemplating terminating such registration or listing.


 


(j)            Additional
Documents. On or before the Closing Date, the Placement Agent and counsel for the Placement Agent shall have received such
information and documents as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale
of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the
satisfaction of any of the conditions or agreements, herein contained.


 


If any condition specified
in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Placement Agent
by notice to the Company at any time on or prior to the Closing Date, which termination shall be without liability on the part
of any party to any other party, except that Section 6 (Payment of Expenses), Section 7 (Indemnification and Contribution) and
Section 8 (Representations and Indemnities to Survive Delivery) shall at all times be effective and shall survive such termination.


 


Section 6.              Payment
of Expenses. The Company agrees to pay all costs, fees and expenses incurred by the Company in connection with the performance
of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation: (i) all
expenses incident to the issuance, delivery and qualification of the Shares (including all printing and engraving costs); (ii)
all fees and expenses of the registrar and transfer agent of the Common Stock; (iii) all necessary issue, transfer and other stamp
taxes in connection with the issuance and sale of the Shares; (iv) all fees and expenses of the Company’s counsel,
independent public or certified public accountants and other advisors; (v) all costs and expenses incurred in connection with
the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits,
schedules, consents and certificates of experts), the Base Prospectus and the Final Prospectus, and all amendments and supplements
thereto, and this Agreement; (vi) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company or the
Placement Agent in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of)
all or any part of the Shares for offer and sale under the state securities or blue sky laws or the securities laws of any other
country; (vii) if applicable, the filing fees incident to the review and approval by the FINRA of the Placement Agent's participation
in the offering and distribution of the Shares; (viii) the fees and expenses associated with including the Shares on the Trading
Market; (ix) all costs and expenses incident to the travel and accommodation of the Company’s and the Placement Agent's
employees on the “roadshow,” if any; and (x) all other fees, costs and expenses referred to in Part II of the
Registration Statement.


 






    10 


     


    

 


Section 7.              Indemnification and Contribution.


 


(a)           The
Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling the Placement
Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the
Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person. an
 “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and
other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all
fees and expenses (including the reasonable fees and expenses of one counsel for all Indemnified Persons, except as otherwise
expressly provided herein) (collectively, the “Expenses”) as they are incurred by an Indemnified Person in
investigating, preparing, pursuing or defending any Actions, whether or not any Indemnified Person is a party thereto, (i)
caused by, or arising out of or in connection with, any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement, any Incorporated Document, or any Prospectus or by any omission or alleged omission
to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading (other than untrue statements or alleged untrue statements in, or omissions or alleged omissions
from, information relating to an Indemnified Person furnished in writing by or on behalf of such Indemnified Person expressly
for use in the Incorporated Documents) or (ii) otherwise arising out of or in connection with advice or services rendered or
to be rendered by any Indemnified Person pursuant to this Agreement, the transactions contemplated thereby or any Indemnified
Person's actions or inactions in connection with any such advice, services or transactions; provided, however, that,
in the case of clause (ii) only, the Company shall not be responsible for any Liabilities or Expenses of any Indemnified
Person that are finally judicially determined to have resulted solely from such Indemnified Person's (x) bad faith, gross
negligence or willful misconduct in connection with any of the advice, actions, inactions or services referred to above or
(y) use of any offering materials or information concerning the Company in connection with the offer or sale of the Shares in
the Offering which were not authorized for such use by the Company and which use constitutes bad faith, gross negligence or
willful misconduct. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in
connection with enforcing such Indemnified Person's rights under this Agreement.


 


(b)           Upon
receipt by an Indemnified Person of actual notice of an Action against such Indemnified Person with respect to which
indemnity may be sought under this Agreement, such Indemnified Person shall promptly notify the Company in writing; provided
that failure by any Indemnified Person so to notify the Company shall not relieve the Company from any liability which the
Company may have on account of this indemnity or otherwise to such Indemnified Person, except to the extent the Company shall
have been prejudiced by such failure. The Company shall, if requested by the Placement Agent, assume the defense of any such
Action including the employment of counsel reasonably satisfactory to the Placement Agent, which counsel may also be counsel
to the Company. Any Indemnified Person shall have the right to employ separate counsel in any such action and participate in
the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i)
the Company has failed promptly to assume the defense and employ counsel or (ii) the named parties to any such Action
(including any impeded parties) include such Indemnified Person and the Company, and such Indemnified Person shall have been
advised in the reasonable opinion of counsel that there is an actual conflict of interest that prevents the counsel selected
by the Company from representing both the Company (or another client of such counsel) and any Indemnified Person; provided
that the Company shall not in such event be responsible hereunder for the fees and expenses of more than one firm of separate
counsel for all Indemnified Persons in connection with any Action or related Actions, in addition to any local counsel. The
Company shall not be liable for any settlement of any Action effected without its written consent (which shall not be
unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Placement Agent (which
shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to
terminate any pending or threatened Action in respect of which indemnification or contribution may be sought hereunder
(whether or not such Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination
includes an unconditional release of each Indemnified Person from all Liabilities arising out of such Action for which
indemnification or contribution may be sought hereunder. The indemnification required hereby shall be made by periodic
payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability
is incurred and is due and payable.


 






    11 


     


    

 


(c)           In
the event that the foregoing indemnity is unavailable to an Indemnified Person other than in accordance with this Agreement, the
Company shall contribute to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion as is appropriate
to reflect (i) the relative benefits to the Company, on the one hand, and to the Placement Agent and any other Indemnified Person,
on the other hand, of the matters contemplated by this Agreement or (ii) if the allocation provided by the immediately preceding
clause is not permitted by applicable law, not only such relative benefits but also the relative fault of the Company, on the one
hand, and the Placement Agent and any other Indemnified Person, on the other hand, in connection with the matters as to which such
Liabilities or Expenses relate, as well as any other relevant equitable considerations; provided that in no event shall the Company
contribute less than the amount necessary to ensure that all Indemnified Persons, in the aggregate, are not liable for any Liabilities
and Expenses in excess of the amount of fees actually received by the Placement Agent pursuant to this Agreement. For purposes
of this paragraph, the relative benefits to the Company, on the one hand, and to the Placement Agent on the other hand, of the
matters contemplated by this Agreement shall be deemed to be in the same proportion as (a) the total value paid or contemplated
to be paid to or received or contemplated to be received by the Company in the transaction or transactions that are within the
scope of this Agreement, whether or not any such transaction is consummated, bears to (b) the fees paid to the Placement Agent
under this Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation within the meaning of Section
11(f) of the Securities Act, as amended, shall be entitled to contribution from a party who was not guilty of fraudulent misrepresentation.


 


(d)           The
Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise)
to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this
Agreement, the transactions contemplated thereby or any Indemnified Person's actions or inactions in connection with any such advice,
services or transactions except for Liabilities (and related Expenses) of the Company that are finally judicially determined to
have resulted solely from such Indemnified Person's bad faith, gross negligence or willful misconduct in connection with any such
advice, actions, inactions or services.


 


(e)           The
reimbursement, indemnity and contribution obligations of the Company set forth herein shall apply to any modification of this Agreement
and shall remain in full force and effect regardless of any termination of, or the completion of any Indemnified Person's services
under or in connection with, this Agreement.


 






    12 


     


    

 


Section 8.            Representations
and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements
of the Company or any person controlling the Company, of its officers, and of the Placement Agent set forth in or made pursuant
to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Placement
Agent, the Company, or any of its or their partners, officers or directors or any controlling person, as the case may be, and
will survive delivery of and payment for the Shares sold hereunder and any termination of this Agreement. A successor to a Placement
Agent, or to the Company, its directors or officers or any person controlling the Company, shall be entitled to the benefits of
the indemnity, contribution and reimbursement agreements contained in this Agreement.


 


Section 9.             Notices.
All communications hereunder shall be in writing and shall be mailed, hand delivered or e-mailed and confirmed to the parties
hereto as follows:


 


If to the Placement Agent to the address
set forth above, attention: Aaron Gurewitz, email: ecm@roth.com


 


With a copy to: 


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas, 11th Floor


New York, New York 10105


E-mail: capmkts@egsllp.com


 


If to the Company:


 


Applied DNA Sciences, Inc.


50 Health Sciences Drive,


Stony Brook, New York 11790


Attention: James Hayward


E-Mail: james.hayward@adnas.com


 


With a copy to: 


 


Troutman Pepper Hamilton Sanders LLP


875 Third Avenue


New York, NY 10022


Attention: Merrill Kraines


Email: merrill.kraines@troutman.com


 


Any party hereto may
change the address for receipt of communications by giving written notice to the others.


 






    13 


     


    

 


Section 10.           Successors.
This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the employees, officers
and directors and controlling persons referred to in Section 7 hereof, and to their respective successors, and personal representative,
and no other person will have any right or obligation hereunder.


 


Section 11.           Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement
shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph
or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such
minor changes (and only such minor changes) as are necessary to make it valid and enforceable.


 


Section 12.           Governing Law Provisions. This Agreement shall be deemed to have been made and delivered in New York City and both this
engagement letter and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect
and in all other respects by the internal laws of the State of New York, without regard to the conflict of laws principles thereof.
Each of the Placement Agent and the Company: (i) agrees that any legal suit, action or proceeding arising out of or relating to
this engagement letter and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County
of New York, or in the United States District Court for the Southern District of New York, (ii) waives any objection which it may
have or hereafter to the venue of any such suit, action or proceeding, and (iii) irrevocably consents to the jurisdiction of the
New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such
suit, action or proceeding. Each of the Placement Agent and the Company further agrees to accept and acknowledge service of any
and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or
in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed
by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company,
in any such suit, action or proceeding, and service of process upon the Placement Agent mailed by certified mail to the Placement
Agent’s address shall be deemed in every respect effective service process upon the Placement Agent, in any such suit, action
or proceeding. Notwithstanding any provision of this engagement letter to the contrary, the Company agrees that neither the Placement
Agent nor its affiliates, and the respective officers, directors, employees, agents and representatives of the Placement Agent,
its affiliates and each other person, if any, controlling the Placement Agent or any of its affiliates, shall have any liability
(whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement and transaction
described herein except for any such liability for losses, claims, damages or liabilities incurred by us that are finally judicially
determined to have resulted from the willful misconduct or gross negligence of such individuals or entities. If either party shall
commence an action or proceeding to enforce any provision of this Agreement, then the prevailing party in such action or proceeding
shall be reimbursed by the other party for its reasonable attorney’s fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such action or proceeding.


 


Section 13.           General
Provisions.


 


(a)           This
Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all
contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. Notwithstanding
anything herein to the contrary, the Engagement Agreement, dated January 9, 2021 (“Engagement Agreement”),
between the Company and Roth Capital Partners, LLC shall continue to be effective and the terms therein shall continue to
survive and be enforceable by the Placement Agent in accordance with its terms, provided that, in the event of a conflict
between the terms of the Engagement Agreement and this Agreement, the terms of this Agreement shall prevail. This Agreement
may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing
by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each
party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall
not affect the construction or interpretation of this Agreement.


 






    14 


     


    

 


(b)           The
Company acknowledges that in connection with the offering of the Shares: (i) the Placement Agent has acted at arms length, are
not agents of, and owe no fiduciary duties to the Company or any other person, (ii) the Placement Agent owes the Company only those
duties and obligations set forth in this Agreement and (iii) the Placement Agent may have interests that differ from those of the
Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Placement Agent arising
from an alleged breach of fiduciary duty in connection with the offering of the Shares.


 


[The remainder of this page has been
intentionally left blank.]





 






    15 


     


    

 


If the foregoing is
in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts
hereof, shall become a binding agreement in accordance with its terms.


 





	 	Very truly yours,
	 	 
	 	APPLIED
DNA SCIENCES, INC.,
	 	A Delaware corporation
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


The foregoing Placement
Agency Agreement is hereby confirmed and accepted as of the date first above written.


 


Roth
Capital Partners, LLC


 





	By:	 	 
	 	Name:	 
	 	Title:	 






 






    16