ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT AGAINST ANY GRANTOR OR ITS PROPERTIES IN THE COURTS
OF ANY JURISDICTION.
(c)
WAIVER OF VENUE. GRANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO IN PARAGRAPH (b) OF THIS
SECTION. GRANTOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH
ACTION OR PROCEEDING IN ANY SUCH COURT.
(d)
SERVICE OF PROCESS. GUARANTOR HERETO IRREVOCABLY CONSENTS TO
SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 23.
(e)
WAIVER OF JURY TRIAL. GUARANTOR HERETO HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
SIGNATURE PAGE FOLLOWS
-21-
IN WITNESS WHEREOF, Grantor has caused this Agreement to be duly executed and
delivered by its officer thereunto duly authorized as of the date first above
written.
APPLIED DNA SCIENCES, INC.,
a Delaware corporation
By: /s/ Beth
Jantzen
Name: Beth Jantzen, CPA
Title: Chief Financial Officer
SIGNATURES CONTINUE ON NEXT PAGE
Signature Page to Security Agreement
ACCEPTED AND AGREED
as of the date first written above by:
DELAWARE
TRUST COMPANY,
as Collateral Agent
By: /s/ Alan R. Halpern
Name:
Alan R. Halpern
Title: Vice President
Signature Page to Security Agreement
Exhibit A to the
Security Agreement
FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, restated, amended and
restated, supplemented or otherwise modified from time to time, the "IP Security
Agreement") dated October 19, 2018 is made by APPLIED DNA SCIENCES, INC. a
Delaware corporation (the "Grantor"), in favor of DELAWARE TRUST COMPANY, a
Delaware corporation, as collateral agent (the "Collateral Agent") for the
Secured Parties (as defined in the Security Agreement referred to below).
WHEREAS, Grantor is party to the Securities Purchase Agreement dated as of
August 31, 2018 (as amended, restated, amended and restated, supplemented or
otherwise modified from time to time, the "Securities Purchase Agreement") with
the Buyers party thereto.
WHEREAS, pursuant to the Securities Purchase Agreement, the Grantor has executed
and delivered that certain Security Agreement dated as of the date hereof made
by the Grantor to the Collateral Agent for the benefit of the Secured Parties
(as amended,