Amendment to Engagement Letter Clause Samples

Amendment to Engagement Letter. Gentlemen: Reference is made to the engagement letter (the “Engagement Letter”), dated August 23, 2007, between Applied DNA Sciences, Inc. (the “Company”) and Arjent Limited (“Arjent”), pursuant to which Arjent was engaged as a placement agent for the Company. Capitalized terms used in this letter and not otherwise defined herein have the meanings ascribed thereto in the Engagement Letter and all “Section” references herein shall be to sections of the Engagement Letter. As we have discussed, Arjent desires to exchange the Placement Agent Warrants (cashless exercise warrants to buy 9,000,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at an exercise price of $.10 per share) for 9,000,000 newly-issued unregistered shares of Common Stock. In further consideration for the exchange, Arjent will (i) forfeit any and all of the rights under the Engagement Letter to act as exclusive investment banker and placement agent for the Company and (ii) forfeit the compensation in consideration of its services as exclusive investment banker and placement agent of a monthly fee of $10,000 per month, which is payable during the remainder of the term of the Engagement Latter after a closing of, in the aggregate, at least three million dollars ($3,000,000) of financing and acknowledge that no such amounts have been accrued or are owed by the Company. In connection with the foregoing understandings, the parties agree to amend the Engagement Letter as follows (hereinafter referred to as the “Amended Engagement Letter”).