Agreement of Lease, dated November 1, 2015, by and between Applied DNA Sciences, Inc. and Long Island High Technology Incubator, Inc

Exhibit 10.2

AGREEMENT OF LEASE

LONG ISLAND HIGH TECHNOLOGY INCUBATOR, INC

APPLIED DNA SCIENCES, INCORPORATED

November 1, 2015 - October 31, 2016

AGREEMENT OF LEASE

This Lease dated this First day of November, Two Thousand Fifteen is by and between LONG ISLAND HIGH TECHNOLOGY INCUBATOR, INC., a nonprofit educational corporation existing under the laws of the State of New York, having its principal place of business located at 25 Health Sciences Drive, Stony Brook, New York 11790, hereinafter referred to as " Landlord," and APPLIED DNA SCIENCES, INCORPORATED , having its principal place of business located at 25 Health Sciences Drive, Stony Brook, New York 11790, hereinafter referred to as" Tenant".

WHEREAS, by terms of a certain ground lease Agreement between the State University of New York and Landlord, the State University of New York has granted to Landlord the authority to construct a facility on certain land on the campus of Stony Brook, hereinafter referred to as the "Incubator," and to lease space in such facility for emerging high technology enterprises. Such space, specifically suites 103, and 112 are the designated premises under this Lease; and

WHEREAS, the Tenant has developed competence and expertise in encryption technology , the Field (as hereinafter defined); and

WHEREAS, Landlord wishes to promote and foster economic development in the Field, and

WHEREAS, Landlord wishes to make available to the faculty and students, at the State University of New York at Stony Brook (SBU), additional opportunities for practical application and study in the Field; and

WHEREAS, the Tenant qualifies as a start-up company in the area of technology, as provided in the January 22, 1986 Resolution of the State University of New York Board of Trustees "Use of University Facilities by Emerging Technology Enterprises" (SUNY Document Number 5604; furnished upon request); and the Incubator Guidelines and Procedures of the State University of New York at Stony Brook (furnished upon request); and

WHEREAS, Tenant agrees to provide information on revenues and employment during occupancy and for a period of 5 years following graduation from the program. This information will be combined with data from other graduate companies and used in aggregate form for the purposes of demonstrating economic development success of the Incubator; and

WHEREAS, Tenant wishes to stimulate future companies in the Incubator program and will make every effort to contribute to the Incubator corporation in some fashion following graduation; and

NOW, THEREFORE, Landlord and Tenant hereby agree as follows:

1.            Grant

Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, upon and subject to the terms and conditions contained herein, the Premises (as hereinafter defined)

2.            Premises

The Premises are more particularly described under the State University Board of Trustees resolution of January 22, 1986 and further referenced in paragraph (b) of the Patents and Inventions Policy of State University of New York dated September 19, 1979, and amended November 16, 1988 such facilities are considered Tenant facilities and not State University facilities for purposes of patent and copyright ownership (documents furnished upon request).

3.            Term

The terms of this Lease shall be for one year commencing November 1, 2015 and ending October 31, 2016. The Incubator Selection and Review Committee (ISRC) will review your business annually prior to lease renewal. Any concerns about the incubator management and operations may be brought directly to the ISRC Chair or any member of the ISRC. Current information on the membership of the ISRC and their contact information are posted on the LIHTI website (www.lihti.org). In the event that the Landlord determines in its sole discretion that the Incubator project is abandoned or that an order is received from a government agency to vacate the Premises, the ending date may be accelerated to such date as determined to be reasonable by the Landlord. However, under no circumstances will the lease be terminated without "Cause" (as defined in 14a) unless 60 days written notice is provided to Tenant.

4.            Rent

5.            Indemnification and Hold Harmless

6.           Security

7.            Services

Landlord shall provide the following services to Tenant; all ordinary and necessary water, gas, electrical services, heating, cooling, sewage and internet access services. Telephone services will be provided in accordance with SBU policy at the expense of the Tenant. Tenant may avail itself of other campus facilities and services at the established third-party rates.

Tenant understands and agrees that services offered by SBU to Tenant shall be equivalent to those provided to campus academic and administrative offices, unless otherwise agreed in writing by both parties. All activities of the Tenant involving facilities and services of SBU will be consistent with applicable policies and guidelines of SBU.

8.            Use of Premises

9.            Right of Entry

10.          No Assignment or Sublease

Due to the fact that the LIHTI Incubator is intended to benefit specific types of companies in the developmental stages, and because Tenant has been specifically approved for participation in the LIHTI Incubator project, Tenant agrees that it cannot assign this agreement, or sublease the Premises nor any portion thereof without Landlord's consent, which may be granted or withheld in Landlord's sole discretion.

11.         Alterations

Tenant may make no changes in or to the Premises of any nature without Landlord's prior written consent. All fixtures and all paneling, partitions, railings and like installations, installed in the Premises at any time, either by Tenant or by Landlord on Tenant's behalf, shall, upon installation, become the property of Landlord and shall remain upon and be surrendered with the Premises unless Landlord, by notice to Tenant no later than twenty days prior to the date fixed as the termination of this Lease, elects to relinquish Landlord's right thereto and to have them removed by Tenant, in which event the same shall be removed from the Premises by Tenant prior to the expiration of this Lease at Tenant's expense. Upon removal of such installations as may be required by Landlord; Tenant shall immediately and at its expense, repair and restore the Premises to the condition existing prior to installation and repair any damage to the Premises or the Building due to such removal. All property permitted or required to be removed by Tenant at the end of the term remaining in the Premises after Tenant's removal shall be deemed abandoned and may, at the election of Landlord, either be retained as Landlord's property or may be removed from the Premises by Landlord, at Tenant's expense.

12.         Rules and Regulations

Tenant agrees to adhere to and abide by any rules and regulations that may be adopted or modified by the Landlord.

13.         Mechanics' Liens

Tenant will not permit to be created or to remain undischarged any lien, encumbrance or charge arising out of any work done or materials or supplies furnished by any contractor, mechanic, laborer or materialman by or for Tenant or any mortgage, conditional sale, security agreement or chattel mortgage. If any such lien shall be filed against the Building or any part thereof, Tenant will cause the same to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction or otherwise within thirty (30) days after the filing thereof. If Tenant shall fail to cause such lien or notice of lien to be discharged within the period aforesaid, then, in addition to any other right or remedy Landlord may, but shall not be obligated to, discharge the same either by paying the amounts claimed to be due or by procuring the discharge of such lien by deposit or by bonding proceedings and in any such event Landlord shall be entitled, if Landlord so elects, to compel the prosecution of an action for the foreclosure of such lien by the lienor and to pay the amount of judgment in favor of the lienor with the interest, costs and allowances. Any amount so paid by Landlord and all costs and expenses, including attorney's fees, incurred by Landlord in connection therewith, shall constitute Additional Rent payable by Tenant under this Lease and. Shall be paid by Tenant to Landlord on demand.

14.         Termination

15.         Notice

Any Notice hereunder must be in a signed writing and served by certified mail, return receipt requested as follows:

a)   Landlord:

Long Island High Technology Incubator, Inc,
25 Health Sciences Drive, Mail Box 100
Stony Brook, NY ###-###-####
Attn.: Executive Director

b) Tenant:

James A. Hayward, Ph.D.

Chairman, President and CEO
Applied DNA Sciences, Inc.
50 Health Sciences Drive
Stony Brook, NY 11790

16.         No Encumbrances

Tenant agrees that it cannot mortgage nor encumber neither the Premises nor any portion thereof.

17.         Default

18.         No Modification

This Agreement may not be changed, amended or modified except in a writing duly executed by all parties herein.

19.         No Waiver

Failure of the Landlord to exercise a right or remedy to which it is entitled to exercise pursuant to this agreement shall not be deemed a waiver of its right to later exercise the right or remedy.

20.         Estoppel Certificates

Within ten (10) days after Tenant takes possession of the Premises, and from time to time thereafter within ten (10) days after request in writing there for from Landlord, Tenant agrees to execute and deliver to Landlord, or to such other addressee or addressees as Landlord may designate (and any such addressee may rely thereon), a statement in writing in a form and substance prepared by Landlord, certifying (i) that this Lease is unamended and in full force and effect (or identifying any amendments), (ii) whether either party hereto is in default hereof (and specifying any such default), (iii) the date(s) to which Rent has been paid, and (iv) such other matters as Landlord shall reasonably request. In the event that Tenant fails to provide such statement within ten (10) days after Tenant takes possession of the Premises and from time to time thereafter within ten (10) days after Landlord's written request therefore, Tenant does hereby irrevocably appoint Landlord as attorney-in-fact of Tenant, coupled with an interest, in Tenant's name, place and stead so to do in each and every case.

21.         Subordination

Tenant agrees that this Lease and the Tenant's interest herein shall be subordinate to any mortgage, deed of trust, ground or underlying lease, or any method of financing or refinancing now or hereafter placed against the Premises and/or any or all of the Building of which the Premises is a part and/or the land upon which the Building is located; and to all renewals, increases, modifications, replacements, consolidations and extensions thereof. Upon request of Landlord, Tenant agrees to execute and deliver any and all documents as Landlord shall request to evidence such subordination as aforesaid.

22.         Destruction

In the event of the destruction of the Building to such a degree that Landlord shall elect to demolish or substantially renovate or rehabilitate the Building, Landlord shall have the right to terminate this Lease upon notice to Tenant.

23.         Building Alterations and Management

Landlord shall have the right at anytime without the same constituting an eviction and without incurring liability to Tenant therefore to change the arrangement and/or location of public entrances, passageways, doors, doorways, corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building may be known.

There shall be no allowance to Tenant for dimmution of rental value and no liability on the part of Landlord by reason of inconvenience, annoyance or injury to business arising from Landlord or other Tenants making any repairs in the Building or any such alterations, additions and improvements.

Agreement of Lease: Signature page September, 2015