FIRST AMENDMENT TO SECURITY AGREEMENT

Exhibit 10.41

EXECUTION VERSION

FIRST AMENDMENT TO SECURITY AGREEMENT

This FIRST AMENDMENT TO SECURITY AGREEMENT (this “Amendment”), dated as of November 26, 2018, is between APPLIED DNA SCIENCES, INC., a Delaware corporation (the “Grantor”) and DELAWARE TRUST COMPANY, a Delaware corporation, as collateral agent (together with its successors and assigns, in such capacity, the “Collateral Agent”) for the benefit of the undersigned investors (each, a “Buyer” and collectively, the “Buyers”; the Buyers and the Collateral Agent are collectively, together with their successors and assigns, referred to herein as the “Secured Parties”) and the other Secured Parties.

WITNESSETH:

WHEREAS, the Grantor and the Collateral Agent are parties to that certain Security Agreement, dated as of October 19, 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), whereby the Grantor granted a security interest in substantially all of its tangible and intangible assets, whether real or personal property, now or hereafter acquired (the “Collateral”), to the Collateral Agent for the ratable benefit of the Secured Parties;

WHEREAS, the Collateral Agent, the Grantor, APDN (B.V.I.) Inc. and the Buyers are parties that certain Collateral Agency Agreement, dated as of October 19, 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Collateral Agency Agreement”), whereby, among other things, the Buyers appointed the Collateral Agent as the Secured Parties’ representative and agent with respect to the Collateral, and the Collateral Agent agreed to take such actions as directed in writing from time to time by the Buyers, including with respect to the perfection of the Collateral Agent’s security interest in the Collateral;

WHEREAS, the Grantor has requested and the Secured Parties, by their execution and acknowledgement hereof, have each agreed, subject to the terms of this Amendment, to amend the Security Agreement as provided herein; and

NOW, THEREFORE, the parties hereto hereby agree as follows, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged:

1.       Definitions. Capitalized terms used and not otherwise defined in this Amendment shall have the respective meanings given to such terms in the Security Agreement.

2.       Amendment to the Security Agreement. The parties hereto agree, intending to be legally bound, that Section 5(a) (Maintaining the Account Collateral) of the Security Agreement is hereby amended and restated in its entirely as follows:

(a)       Grantor will maintain deposit accounts with a bank or other depository institution (a “Pledged Account Bank”) that will agree with Grantor and the Collateral Agent to comply with instructions originated by the Collateral Agent directing the disposition of funds in such deposit account without the further consent of Grantor, such agreement to be in form and substance reasonably satisfactory to the Secured Parties (a “Deposit Account Control Agreement”). The Secured Parties may require the Grantor to enter into a Deposit Account Control Agreement with such Pledged Account Bank with respect to any such existing deposit accounts, except with respect to Excluded Accounts, upon thirty (30) Business Days prior written notice to the Grantor.

3.       Ratification. Except as specifically modified herein, the terms of the Security Agreement and the Collateral Agency Agreement shall remain in full force and effect. This Amendment shall be construed in connection with and as a part of the Security Agreement and, except as expressly amended by this Amendment, all terms, conditions, covenants, representations and warranties contained in the Security Agreement and the Collateral Agency Agreement are hereby ratified and shall be and remain in full force and effect. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Amendment may refer to the Security Agreement without making specific reference to this Amendment, but nevertheless all such references shall include this Amendment.

4.       Parties Bound. This Amendment shall be binding on and inure to the benefit of (i) the Grantor and (ii) the Secured Parties, as well as each of their respective heirs, executors, administrators, legal representatives, successors and assigns, except as otherwise expressly provided for herein.

5.       Counterparts and Signatures. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which taken together shall constitute but one and the same instrument. The transmission or receipt of a facsimile or similar communication being a reproduction of a party’s signature or initial shall produce the same legal result as the transmission or receipt of an original signature or initial.

6.       Severability of Provisions. Any provision of this Amendment which is prohibited and unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibitive or enforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction.

7.       Section Headings. The Section headings used in this Amendment are for convenience only and shall not affect the construction of this Amendment.

8.       Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

9.       Instruction to Administrative Agent. Each of the Buyers, by its acknowledgement hereof, hereby directs the Collateral Agent to execute and deliver this Amendment, and authorizes the Collateral Agent to take action as agent on its behalf and to exercise such powers and discretion under the Security Agreement, the Collateral Agency Agreement and the other Transaction Documents (as defined in the Collateral Agency Agreement) as are delegated to the Collateral Agent by the terms thereof, together with such powers and discretion as are reasonably incidental. This Section 9 is solely for the benefit of the Collateral Agent and the Buyers and neither the Grantor nor any other Person shall have rights as a third party beneficiary of the provisions in this Section 9.

10.       Costs and Expenses. Without limiting any expense or indemnity provisions set forth in the Security Agreement, the Collateral Agency Agreement or any other Transaction Document, the Grantor agrees to pay on demand all reasonable and documented out-of-pocket expenses, fees, and disbursements (including reasonable and documented attorneys’ fees and expenses) of the Collateral Agent and the Buyers in connection with the negotiation, preparation, execution, delivery and administration of this Amendment.

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written.

	GRANTOR:
	APPLIED DNA SCIENCES, INC., a Delaware corporation
	By:	/s/ Xxxx Xxxxxxx
	Print Name:   Xxxx Xxxxxxx, CPA
	Its:   Chief Financial Officer

[Signatures Continue on Following Page]

Signature Page to First Amendment to Security Agreement

	COLLATERAL AGENT
	DELAWARE TRUST COMPANY,
	as Collateral Agent
	By:	/s/ Xxxx X. Xxxxxxx
	Name: Xxxx X. Xxxxxxx
	Title: Vice President

[Signatures Continue on Following Page]

Signature Page to First Amendment to Security Agreement

ACKNOWLEDGED AND CONSENTED TO BY BUYERS:
By:	/s/ Xxxxx X. Xxxxxxx
Print Name:  Xxxxx X. Xxxxxxx
By:	/s/ Xxxxxx Xxxxxx
Print Name:  Xxxxxx Xxxxxx
By:	/s/ Yavoc Shamash
Print Name:  Yavoc Shamash
By:	/s/ Xxxxxx Xxxxxx
Print Name:  Xxxxxx Xxxxxx
By:	/s/ Xxxxxxxxx Xxxxxxx Xxxxxxxx
Print Name:  Xxxxxxxxx Xxxxxxx Xxxxxxxx
By:	/s/ Xxxxx Xxxxxxx
Print Name:  Xxxxx Xxxxxxx
By:	/s/ Xxxxxxx Xxxxxxxxxx 11/8/18
Print Name:  Xxxxxxx Xxxxxxxxxx
By:	/s/ Xxxxxxxx van Eeden
Print Name:  Xxxxxxxx van Eeden
By:	/s/ Xxxx Xxxxxxx
Print Name:  Xxxx Xxxxxxx

Signature Page to First Amendment to Security Agreement

ACKNOWLEDGED AND CONSENTED TO BY BUYERS (continued):
Delabarta II
By:	/s/ Xxxx X. Xxxxxx III
Print Name:  Xxxx X. Xxxxxx III
Title:  President
The Xxxxxxx Living Trust Dated April 7, 1995
By:	/s/ Xxx Xxxxxxx
Print Name:  Xxx X. Xxxxxxx
Title:  Trustee

Signature:	/s/ Xxx Xxxxxxx
	Xxx Xxxxxxx (Nov 23, 2018)
Email:	xxxxxxxxxx0@xxxxx.xxx

Signature Page to First Amendment to Security Agreement