Exhibit 10.5 


 


REGISTRATION RIGHTS AGREEMENT


 


REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of October 7, 2020, by and among Applied DNA Sciences, Inc.,
a Delaware corporation, with headquarters located at 50 Health Sciences Drive, Stony Brook, New York 11790 (the “Company”),
and the undersigned buyer (the “Buyer”).


 


WHEREAS:


 


A.            In
connection with the Warrant Exercise Agreement, dated as of October 7, 2020, by and among the Company and the Buyer (the “Warrant
Exercise Agreement”), the Company has agreed, upon the terms and subject to the conditions set forth in the Warrant Exercise
Agreement, to issue to the Buyer certain New Warrants (as defined pursuant to the Warrant Exercise Agreement) to purchase shares
of the Company’s Common Stock (as defined pursuant to the Warrant Exercise Agreement), such warrant shares, the New Warrant
Shares (as defined pursuant to the Warrant Exercise Agreement) in accordance with the terms of and subject to the limitations on
exercise and conditions set forth in the New Warrants.


 


B.            To
induce the Buyer to execute and deliver the Warrant Exercise Agreement, the Company has agreed to provide certain registration
rights with respect to the New Warrant Shares under the Securities Act of 1933, as amended, and the rules and regulations
thereunder, or any similar successor statute (collectively, the “1933 Act”), and applicable state securities
laws.


 


NOW, THEREFORE,
in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and the Buyer hereby agree as follows:


 


1.             Definitions.


 


Capitalized terms used
herein and not otherwise defined herein shall have the respective meanings set forth in the Warrant Exercise Agreement. As used
in this Agreement, the following terms shall have the following meanings:


 


(a)           “Business
Day” means any day other than Saturday, Sunday or any other day on which commercial banks in the City of New York are
authorized or required by law to remain closed.


 


(b)           “Effective
Date” means the date the Registration Statement (as defined below) is declared effective by the SEC.


 


(c)           “Effectiveness
Deadline” means, with respect to any registration statement required to be filed to cover the resale by the Investors
of the Registrable Securities pursuant to Section 2, 30 days after the Filing Date, or if there is a review of the
Registration Statement by the SEC, 90 days after the Filing Date.


 






     


     


    

 


(d)           “Filing
Date” means, with respect to any registration statement required to be filed to cover the resale by the Investors of
the Registrable Securities pursuant to Section 2, the date on which such registration statement is filed with the SEC.





 


(e)           “Filing
Deadline” means 105 days after the date of the Warrant Exercise Agreement.


 


(f)            “Investor”
means the Buyer or any transferee or assignee thereof to whom the Buyer assigns its rights under this Agreement and who agrees
to become bound by the provisions of this Agreement in accordance with Section 9 and any transferee or assignee thereof
to whom a transferee or assignee assigns its rights under this Agreement and who agrees to become bound by the provisions of this
Agreement in accordance with Section 9.


 


(g)           “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization
and a government or any department or agency thereof.


 


(h)           “register,”
 “registered,” and “registration” refer to a registration effected by preparing and filing
one or more Registration Statements (as defined below) in compliance with the 1933 Act and pursuant to Rule 415 and the declaration
or ordering of effectiveness of such Registration Statement(s) by the SEC.


 


(i)            “Registrable
Securities” means (i) the New Warrant Shares issued or issuable upon exercise of the New Warrants and (ii) any
share capital of the Company issued or issuable with respect to the New Warrants as a result of any stock split, stock dividend,
recapitalization, exchange or similar event or otherwise.


 


(j)            “Registration
Statement” means a registration statement or registration statements of the Company filed under the 1933 Act covering
the Registrable Securities.


 


(k)           “Required
Holders” means the holders of at least 70% of the Registrable Securities.


 


(l)            “Rule 415”
means Rule 415 under the 1933 Act or any successor rule providing for offering securities on a continuous or delayed
basis.


 


(m)          “SEC”
means the United States Securities and Exchange Commission.


 


2.             Registration.


 


(a)            Registration.
Subject to the terms and conditions of this Agreement, the Company shall file, no later than the Filing Deadline, a registration
statement under the 1933 Act covering all of the Registrable Securities. The Registration Statement shall be on Form S-1 or
any similar long-form registration statement. The Registration Statement shall contain the “Selling Shareholders”
and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit B. The
Company shall use its reasonable efforts to cause the registration statement to be declared effective or otherwise to become effective
under the 1933 Act as soon as reasonably practicable but, in any event, no later than the Effectiveness Deadline. By 9:30 am on
the date following the Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act
the final prospectus to be used in connection with sales pursuant to such Registration Statement.


 






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(b)           Eligibility
for Form S-3. If the Company is eligible to use Form S-3, or any similar short-form registration statement, to register
the Registrable Securities, then the Company may use Form S-3 in lieu of Form S-1.


 


3.             Related
Obligations.


 


At such time as the Company
is obligated to file a Registration Statement with the SEC pursuant to Section 2, the Company will use its reasonable
efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof
and, pursuant thereto, the Company shall have the following obligations:


 


(a)           The
Company shall promptly prepare and file with the SEC a Registration Statement with respect to the Registrable Securities and use
its reasonable efforts to cause such Registration Statement relating to the Registrable Securities to become effective as soon
as reasonably practicable after such filing (but in no event later than the Effectiveness Deadline). The Company shall keep each
Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) the date as of which the
Investors may sell all of the Registrable Securities covered by such Registration Statement without restriction or limitation pursuant
to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto) promulgated
under the 1933 Act or (ii) the date on which the Investors shall have sold all of the Registrable Securities covered by such
Registration Statement (the “Registration Period”). The Company shall ensure that each Registration Statement
(including any amendments or supplements thereto and prospectuses contained therein) shall 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 (in
the case of prospectuses, in the light of the circumstances in which they were made) not misleading. The term “reasonable
efforts” shall mean, among other things, that the Company shall submit to the SEC, within five (5) Business Days after
the later of the date that (i) the Company learns that no review of a particular Registration Statement will be made by the
staff of the SEC or that the staff has no further comments on a particular Registration Statement, as the case may be, and (ii) the
approval of Investors whose Registrable Securities are included in such Registration Statement (which approval is immediately sought),
a request for acceleration of effectiveness of such Registration Statement to a time and date, subject to acceptance by the SEC,
not later than five (5) Business Days after the submission of such request.


 


(b)           The
Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration
Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424
promulgated under the 1933 Act, as may be necessary to keep such Registration Statement effective at all times during the Registration
Period, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable
Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have
been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration
Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this
Agreement (including pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-Q, Form 10-K,
or any analogous report under the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Company
shall have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments
or supplements with the SEC as soon as reasonably practicable after the 1934 Act report is filed which created the requirement
for the Company to amend or supplement such Registration Statement.


 






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(c)           The
Company shall use its reasonable efforts to (i) register and qualify, unless an exemption from registration and qualification
applies, the resale by the Investors of the Registrable Securities covered by a Registration Statement under such other securities
or “blue sky” laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions,
such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary
to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to
maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other
actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however,
that the Company shall not be required in connection therewith or as a condition thereto to (w) make any change to its certificate
of incorporation or bylaws, (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify
but for this Section 3(d), (y) subject itself to general taxation in any such jurisdiction, or (z) file a
general consent to service of process in any such jurisdiction. The Company shall promptly notify each Investor of the Registrable
Securities covered by a Registration Statement of the receipt by the Company of any notification with respect to the suspension
of the registration or qualification of any of the Registrable Securities for sale under the securities or “blue sky”
laws of any jurisdiction in the United States or its receipt of notice of the initiation or threatening of any proceeding for such
purpose.


 


(d)           The
Company shall notify each Investor of the Registrable Securities covered by a Registration Statement in writing of the happening
of any event, as promptly as reasonably practicable after becoming aware of such event, as a result of which the prospectus included
in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omission 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 that in no event shall such notice contain any material, nonpublic information), and promptly
prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission, and deliver such
number of copies of such supplement or amendment to such Investor as such Investor may reasonably request. The Company shall also
promptly notify each Investor of the Registrable Securities covered by a Registration Statement in writing (i) when a prospectus
or any prospectus supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective
amendment has become effective (notification of such effectiveness shall be delivered to each such Investor by facsimile or e-mail
on the same day of such effectiveness), (ii) of any request by the SEC for amendments or supplements to a Registration Statement
or related prospectus or related information, and (iii) of the Company’s reasonable determination that a post-effective
amendment to a Registration Statement would be appropriate.


 






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(e)            The
Company shall use its reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration
Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction and, if such
an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify
each Investor who holds Registrable Securities being sold of the issuance of such order and the resolution thereof or its receipt
of notice of the initiation or threat of any proceeding for such purpose.


 


(f)            If
any Investors of the Registrable Securities covered by a Registration Statement is required under applicable securities laws to
be described in the Registration Statement as an underwriter, at the reasonable request of such Investor, the Company shall furnish
to such Investor, on the date of the effectiveness of the Registration Statement and thereafter from time to time on such dates
as an Investor may reasonably request (i) a letter, dated as of such date, from the Company’s independent certified
public accountants in form and substance as is customarily given by independent certified public accountants to underwriters in
an underwritten public offering, addressed to such Investor, and (ii) an opinion, dated as of such date, of counsel representing
the Company for purposes of such Registration Statement, in form, scope and substance as is customarily given in an underwritten
public offering, addressed to such Investor.


 


(g)           The
Company shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Company unless
(i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure
of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release
of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of
competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure
in violation of this Agreement or any other agreement. The Company agrees that it shall, upon learning that disclosure of such
information concerning an Investor of the Registrable Securities covered by a Registration Statement is sought in or by a court
or governmental body of competent jurisdiction or through other means, give prompt written notice to such Investor and allow such
Investor, at such Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective
order for, such information.


 


(h)           The
Company shall use its reasonable efforts either to (i) cause all of the Registrable Securities covered by a Registration Statement
to be listed or quoted on each securities exchange, bulletin board or quotation system on which securities of the same class or
series issued by the Company are then listed or quoted.


 


(i)            The
Company shall cooperate with the Investors who hold Registrable Securities being offered and, to the extent applicable, facilitate
the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities
to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts, as the
case may be, as the Investors may reasonably request and registered in such names as the Investors may request.


 






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(j)             If
requested by an Investor of the Registrable Securities covered by a Registration Statement, the Company shall (i) as soon
as reasonably practicable incorporate in a prospectus supplement or post-effective amendment such information as such Investor
reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, without
limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid
therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) as soon as reasonably
practicable make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters
to be incorporated in such prospectus supplement or post-effective amendment; and (iii) as soon as reasonably practicable,
supplement or make amendments to any Registration Statement if reasonably requested by such Investor holding any Registrable Securities.


 


(k)           The
Company shall use its reasonable efforts to cause the Registrable Securities covered by a Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable
Securities.


 


(l)            The
Company shall otherwise use its reasonable efforts to comply with all applicable rules and regulations of the SEC in connection
with any registration hereunder.


 


(m)          Within
two (2) Business Days after a Registration Statement which covers Registrable Securities is ordered effective by the SEC,
the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable
Securities (with copies to the Investors whose Registrable Securities are included in such Registration Statement) confirmation
that such Registration Statement has been declared effective by the SEC in the form attached hereto as Exhibit A.


 


(n)           Notwithstanding
anything to the contrary herein, at any time after the Effective Date, the Company may delay the disclosure of material, non-public
information concerning the Company the disclosure of which at the time is not, in the good faith opinion of the Board of Directors
of the Company and its counsel, in the best interest of the Company and, in the opinion of counsel to the Company otherwise required
(a “Grace Period”); provided that no Grace Period shall exceed ten (10) consecutive days and during
any three hundred sixty five (365) day period such Grace Periods shall not exceed an aggregate of forty (40) days and the first
day of any Grace Period must be at least five (5) trading days after the last day of any prior Grace Period (each, an “Allowable
Grace Period”). For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include
the date the Investors receive the notice referred to in clause (i) and shall end on and include the later of the date the
Investors receive the notice referred to in clause (ii) and the date referred to in such notice. The provisions of Section 3(f) hereof
shall not be applicable during the period of any Allowable Grace Period. Upon expiration of the Grace Period, the Company shall
again be bound by the first sentence of Section 3(e) with respect to the information giving rise thereto unless
such material, non-public information is no longer applicable. Notwithstanding anything to the contrary, the Company shall cause
its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms of
the Warrant Exercise Agreement in connection with any sale of Registrable Securities with respect to which an Investor has entered
into a contract for sale and delivered a copy of the prospectus included as part of the Registration Statement (unless an exemption
from such prospectus delivery requirement exists) prior to the Investor’s receipt of the notice of a Grace Period and for
which the Investor has not yet settled.


 






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4.             Obligations
of the Investors.


 


(a)           At
least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify
each Investor whose Registrable Securities are to be included in a Registration Statement in writing of the information the Company
requires from each such Investor. It shall be a condition precedent to the obligations of the Company to complete the registration
pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish
to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition
of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such
Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request.


 


(b)           Each
Investor whose Registrable Securities are to be included in a Registration Statement agrees to cooperate with the Company as reasonably
requested by the Company in connection with the preparation and filing of any Registration Statement hereunder.


 


(c)           Each
Investor whose Registrable Securities are to be included in a Registration Statement agrees that, upon receipt of any notice from
the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of 3(e),
such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering
such Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended prospectus contemplated
by Section 3(f) or the first sentence of 3(e) or receipt of notice that no supplement or amendment
is required.


 


(d)           Each
Investor whose Registrable Securities are to be included in a Registration Statement covenants and agrees that it will comply with
the prospectus delivery requirements of the 1933 Act as applicable to it or an exemption therefrom in connection with sales of
Registrable Securities pursuant to the Registration Statement.


 


5.             Expenses
of Registration.


 


All reasonable expenses,
other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant
to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers
and accounting fees, and fees and disbursements of counsel for the Company shall be paid by the Company.





 






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6.             Indemnification.



 


In the event any Registrable
Securities are included in a Registration Statement under this Agreement:


 


(a)           To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor whose
Registrable Securities are included in a Registration Statement, the directors, officers, members, partners, employees, agents,
representatives of, and each Person, if any, who controls any Investor whose Registrable Securities are included in a Registration
Statement within the meaning of the 1933 Act or the 1934 Act (each, an “Indemnified Person”), against any losses,
claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement
or expenses, joint or several, (collectively, “Claims”) incurred in investigating, preparing or defending any
action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental,
administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party
is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such
Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any
untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto
or in any filing made in connection with the qualification of the offering under the securities or other “blue sky”
laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission or
alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading,
(ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior
to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the
Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any
material fact necessary to make the statements made therein, in the light of the circumstances under which the statements therein
were made, not misleading, (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other
law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or
sale of the Registrable Securities pursuant to a Registration Statement or (iv) any violation of this Agreement (the matters
in the foregoing clauses (i) through (iv) being, collectively, “Violations”). Subject to Section 6(c),
the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due and payable, for any legal
fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding
anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall
not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity
with information furnished in writing to the Company by such Indemnified Person for such Indemnified Person expressly for use in
connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto, if such prospectus
was timely made available by the Company pursuant to Section 3(c) and (ii) shall not apply to amounts paid
in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall
not be unreasonably withheld or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made
by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Investors pursuant
to Section 9.


 






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(b)           In
connection with any Registration Statement in which an Investor is participating, each such Investor agrees to severally and not
jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a),
the Company, each of its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls
the Company within the meaning of the 1933 Act or the 1934 Act (each, an “Indemnified Party”), against any Claim
or Indemnified Damages to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such
Claim or Indemnified Damages arise out of or are based upon any “Violation”, in each case to the extent, and
only to the extent, that such Violation occurs in reliance upon and in conformity with written information furnished to the Company
by such Investor expressly for use in connection with such Registration Statement; and, subject to Section 6(c), such
Investor will reimburse any legal or other expenses reasonably incurred by an Indemnified Party in connection with investigating
or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6(b) and
the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of
any Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably
withheld or delayed; provided, further, however, that the Investor shall be liable under this Section 6(b) for
only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the sale
of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities
by the Investors pursuant to Section 9. Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 6(b) with respect to any preliminary prospectus shall not inure to the benefit
of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected
on a timely basis in the prospectus, as then amended or supplemented.


 


(c)           Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any
action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified
Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver
to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate
in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume
control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified
Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its
own counsel with the fees and expenses of not more than one counsel for such Indemnified Person or Indemnified Party to be paid
by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such
counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such
proceeding. In the case of an Indemnified Person, legal counsel referred to in the immediately preceding sentence shall be selected
by the Investors holding at least a majority in interest of the Registrable Securities included in the Registration Statement to
which the Claim relates. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection
with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party
all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or Claim. The
indemnifying party shall keep the Indemnified Party or Indemnified Person reasonably apprised at all times as to the status of
the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any
action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not
unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified
Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include
as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release
from all liability in respect to such Claim or litigation, and such settlement shall not include any admission as to fault on the
part of the Indemnified Party. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated
to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating
to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified
Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in
its ability to defend such action.


 






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(d)           The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course
of the investigation or defense, as and when bills are received or Indemnified Damages are incurred.


 


(e)           The
indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified
Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may
be subject to pursuant to the law.


 


7.             Contribution.


 


To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided,
however, that: (i) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to contribution
from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution
by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the
sale of such Registrable Securities pursuant to such Registration Statement.


 






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8.              Reports
Under the 1934 Act.


 


With a view to making
available to the Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation
of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration (“Rule 144”),
the Company agrees to:


 


(a)           make
and keep public information available, as those terms are understood and defined in Rule 144;


 


(b)           file
with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so
long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the
applicable provisions of Rule 144; and


 


(c)           furnish
to each Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the
Company, if true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a
copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company,
and (iii) such other information as may be reasonably requested to permit the Investors to sell such securities pursuant to
Rule 144 without registration.


 


9.             Assignment
of Registration Rights.


 


The rights under this
Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable
Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such
agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable
time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee,
and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately
following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under
the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated
by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions
contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Warrant
Exercise Agreement.


 


10.           Amendment
of Registration Rights.


 


Provisions of this Agreement
may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively
or prospectively), only with the written consent of the Company and the Required Holders. Any amendment or waiver effected in accordance
with this Section 10 shall be binding upon each Investor and the Company. No such amendment shall be effective to the
extent that it applies to less than all of the holders of the Registrable Securities. No consideration shall be offered or paid
to any Person to amend or consent to a waiver or modification of any provision of any of this Agreement unless the same consideration
also is offered to all of the parties to this Agreement.


 






    	 	-11-	 



     


    

 


11.           Miscellaneous.


 


(a)           A
Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable
Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the
same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the such record
owner of such Registrable Securities.


 


(b)           Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be
in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt,
when sent by facsimile or email (provided in the case of facsimile confirmation of transmission is mechanically or electronically
generated and kept on file by the sending party); or (iii) one (1) Business Day after deposit with a nationally recognized
overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers
for such communications shall be:


 


If to the Company:


 


Applied DNA Sciences, Inc.

50 Health Sciences Drive, Suite 113

Stony Brook, New York 11790

Telephone: (631) 240-8800

Attention: Chief Financial Officer


 


Email: beth.jantzen@adnas.com


 


With copies
to:


 


Troutman Pepper Hamilton Sanders LLP

620 Eighth Avenue, 37th Floor

New York, NY 10018

Telephone: (212) 808-2711

Facsimile: (212) 658-9982

Attention: Merrill Kraines, Esq.


 


Email: merrill.kraines@troutman.com


 


If to the Buyer, to its address and facsimile
number set forth on the Schedule attached hereto, with copies to the Buyer’s representatives as set forth on the Schedule,
or to such other address and/or facsimile number and/or to the attention of such other Person as the recipient party has specified
by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation
of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically
generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first
page of such transmission or (C) provided by a courier or overnight courier service shall be rebuttable evidence of personal
service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i),
(ii) or (iii) above, respectively.


 






    	 	-12-	 



     


    

 


(c)            Failure
of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or
remedy, shall not operate as a waiver thereof.


 


(d)           All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal
laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of
the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than
the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting
in The City of New York, Borough of Manhattan, 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 suit, action
or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding
is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy
thereof to such party at the address for such notices to it under this Agreement 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. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction,
such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that
jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(e)            This
Agreement, the Warrant Exercise Agreement, the New Warrants and the instruments referenced herein and therein constitute the entire
agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement, the Warrant Exercise
Agreement, the New Warrants and the instruments referenced herein and therein supersede all prior agreements and understandings
among the parties hereto with respect to the subject matter hereof and thereof.


 


(f)            Subject
to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the permitted successors
and assigns of each of the parties hereto.


 


(g)           The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 






    	 	-13-	 



     


    

 


(h)           This
Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission
of a copy of this Agreement bearing the signature of the party so delivering this Agreement.





 


(i)            Each
party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


(j)            All
consents and other determinations required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise
specified in this Agreement, by the Required Holders.


 


(k)            The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of
strict construction will be applied against any party.


 


(l)            This
Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for
the benefit of, nor may any provision hereof be enforced by, any other Person.


 


(m)          The
obligations of each Investor hereunder are several and not joint with the obligations of any other Investor, and no provision of
this Agreement is intended to confer any obligations on any Investor vis-à-vis any other Investor. Nothing contained herein,
and no action taken by any Investor pursuant hereto, shall be deemed to constitute the Investors as a partnership, an association,
a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as
a group with respect to such obligations or the transactions contemplated herein.


 


[Signature Page Follows]


 






    	 	-14-	 



     


    










 


IN WITNESS WHEREOF,
the Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


	 	COMPANY:
	 	APPLIED DNA SCIENCES, INC.
	 	 	 
	 	By:	/s/ Beth Jantzen
	 	 	Name: Beth Jantzen
	 	 	Title: Chief Financial Officer


 






    	 	-15-	 



     


    










 


IN WITNESS WHEREOF,
the Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


	 	BUYER:
	 	 
	 	Dillon Hill Investment Company, LLC
	 	By:	/s/ Bruce Grossman
	 	 	Name: Bruce Grossman
	 	 	Title: Managing Director


 






     

     


    







 


SCHEDULE
A


 


	Buyer	 	Buyer’s Address and

 Facsimile Number	 	
        Buyer’s Representative’s


Address 

and Facsimile Number

	[Intentionally omitted.]	 	[Intentionally omitted.]	 	[Intentionally omitted.]


 






     

     


    

 


EXHIBIT A


 


FORM OF
NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT


 


[Intentionally omitted.]





 






     

     


    




 


EXHIBIT B


 


SELLING
STOCKHOLDERS


 


[Intentionally omitted.]