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<SEC-DOCUMENT>0001010541-08-000007.txt : 20080422
<SEC-HEADER>0001010541-08-000007.hdr.sgml : 20080422
<ACCEPTANCE-DATETIME>20080422122458
ACCESSION NUMBER:		0001010541-08-000007
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		10
CONFORMED PERIOD OF REPORT:	20080417
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20080422
DATE AS OF CHANGE:		20080422

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			HUDSON TECHNOLOGIES INC /NY
		CENTRAL INDEX KEY:			0000925528
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES [5080]
		IRS NUMBER:				133641539
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13412
		FILM NUMBER:		08768680

	BUSINESS ADDRESS:	
		STREET 1:		PO BOX 1541
		STREET 2:		ONE BLUE HILL PLAZA, 14TH FLOOR
		CITY:			PEARL RIVER
		STATE:			NY
		ZIP:			10965
		BUSINESS PHONE:		8457356000

	MAIL ADDRESS:	
		STREET 1:		PO BOX 1541
		STREET 2:		ONE BLUE HILL PLAZA, 14TH FLOOR
		CITY:			PEARL RIVER
		STATE:			NY
		ZIP:			10965

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	REFRIGERANT RECLAMATION INDUSTRIES INC
		DATE OF NAME CHANGE:	19940617
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k_042208.htm
<DESCRIPTION>HUDSON TECHNOLOGIES 8-K
<TEXT>
<HTML>
<HEAD>

<META NAME="Generator" CONTENT="Microsoft Word 97">
<TITLE>Hudson Technologies 8-K</TITLE>

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<BODY LINK="#0000ff" VLINK="#800080">

<B><P ALIGN="CENTER">UNITED STATES</P>
<P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION</P>
<P ALIGN="CENTER">Washington, DC 20549</P>
</B><P ALIGN="JUSTIFY">&nbsp;</P>
<B><P ALIGN="CENTER">FORM 8-K</P>
</B><P ALIGN="JUSTIFY">&nbsp;</P>
<B><P ALIGN="CENTER">CURRENT REPORT Pursuant</P>
<P ALIGN="CENTER">to Section 13 or 15(d) of the</P>
<P ALIGN="CENTER">Securities Exchange Act of 1934</P>
</B><P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="CENTER">&#9;</P>
<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH=702>
<TR><TD WIDTH="54%" VALIGN="TOP">
<P ALIGN="JUSTIFY">Date of report (Date of earliest event reported) </TD>
<TD WIDTH="46%" VALIGN="TOP" COLSPAN=2>
<U><P ALIGN="JUSTIFY">April 17, 2008</U></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=3>
<P>&nbsp;</TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=3>
<U><P ALIGN="CENTER">Hudson Technologies, Inc.</U></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=3>
<P ALIGN="CENTER">(Exact Name of Registrant as Specified in Its Charter)</TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=3>
<P>&nbsp;</TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=3>
<U><P ALIGN="CENTER">New York</U></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=3>
<P ALIGN="CENTER">(State or Other Jurisdiction of Incorporation)</TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=3>
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="56%" VALIGN="TOP" COLSPAN=2>
<U><P ALIGN="CENTER">1-13412</U></TD>
<TD WIDTH="44%" VALIGN="TOP">
<U><P ALIGN="CENTER">13-3641539</U></TD>
</TR>
<TR><TD WIDTH="56%" VALIGN="TOP" COLSPAN=2>
<P ALIGN="CENTER">(Commission File Number)</TD>
<TD WIDTH="44%" VALIGN="TOP">
<P ALIGN="CENTER">(IRS Employer Identification No.)</TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=3>
<B><P>&#9;</B></TD>
</TR>
<TR><TD WIDTH="56%" VALIGN="TOP" COLSPAN=2>
<U><P ALIGN="CENTER">PO Box 1541, 1 Blue Hill Plaza, Pearl River, New York</U></TD>
<TD WIDTH="44%" VALIGN="TOP">
<U><P ALIGN="CENTER">10965</U></TD>
</TR>
<TR><TD WIDTH="56%" VALIGN="TOP" COLSPAN=2>
<P ALIGN="CENTER">(Address of Principal Executive Offices)</TD>
<TD WIDTH="44%" VALIGN="TOP">
<P ALIGN="CENTER">(Zip Code)</TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=3>
<P>&nbsp;</TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=3>
<U><P ALIGN="CENTER">(845) 735-6000</U></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=3>
<P ALIGN="CENTER">(Registrant's Telephone Number, Including Area Code)</TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=3>
<P>&nbsp;</TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=3>
<U><P ALIGN="CENTER">Not Applicable</U></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=3>
<P ALIGN="CENTER">(Former Name or Former Address, if Changed Since Last Report)</TD>
</TR>
</TABLE>

<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&#9;Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (<I>see </I>General Instruction A.2. below):</P>
<P ALIGN="JUSTIFY">&#9;<FONT FACE="Wingdings">o</FONT> &#9;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)</P>
<P ALIGN="JUSTIFY">&#9;<FONT FACE="Wingdings">o</FONT> &#9;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</P>
<P ALIGN="JUSTIFY">&#9;<FONT FACE="Wingdings">o</FONT> &#9;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) </P>
<P ALIGN="JUSTIFY">&#9;<FONT FACE="Wingdings">o</FONT> &#9;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</P>
<B><P ALIGN="JUSTIFY">Item 1.01&#9;Entry into a Material Definitive Agreement.</P>
<P ALIGN="JUSTIFY">Item 2.03 &#9;Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant </P>
</B><P ALIGN="JUSTIFY">On April 17, 2008, Hudson Technologies, Inc. (the "Registrant"), through its subsidiary company Hudson Technologies Company ("HTC"), entered into a Second Amendment to Amended and Restated Loan Agreement (the "Amended Agreement") with Keltic Financial Partners, LP ("Keltic") and Bridge Healthcare Finance, LLC ("Bridge"), which amended and increased HTC's existing credit facility with Keltic, and which provides for borrowings by HTC of up to $15,000,000 (the "Expanded Facility"). Pursuant to the Amended Agreement, HTC may request an increase of the total borrowings under the Expanded Facility to $20,000,000, which increase would be subject to satisfaction of certain conditions as provided in the Amended Agreement, including approval by the Lenders' credit committees. Repayment of all borrowings by HTC under the Expanded Facility is guaranteed by the Registrant and its subsidiary, Hudson Holdings, Inc. The Expanded Facility consists of a revolving line of credit and two separate term loa
ns ("Term Loan A" and "Term Loan B"), and expires on June 26, 2011. Pursuant to the Amended Agreement, maximum advances under the revolving line of credit were increased to $15,000,000 (or $20,000,000 if expanded by HTC as noted above), less the total outstanding balances remaining under Term Loan A and Term Loan B, and are limited to (i) 85% of eligible trade accounts receivable and (ii) 55% of eligible inventory. Term Loan A and Term Loan B are each 7 year amortizing loans with balloon payments of principal due on June 26, 2011. Term Loan A consists of a Second Amended, Restated and Bifurcated Term Note A in favor of Keltic with maximum advances of $1,666,666.67, and a Second Amended, Restated and Bifurcated Term Note A in favor of Bridge with maximum advances of $833,333.33. Term Loan B consists of an Amended, Restated and Bifurcated Term Note B in favor of Keltic with maximum advances of $3,000,000, and an Amended, Restated and Bifurcated Term Note B in favor of Bridge with maximum advances of $1,500,000
. Pursuant to the Amended Agreement, the Expanded Facility will bear interest at a rate equal to the greater of the prime rate plus .875% or 6.5%. As of April 17, 2008, the Expanded Facility bore interest at an interest rate equal to 6.5%. At April 17, 2008, the total borrowings under the Loan Agreement were approximately $10,155,000. The description of the Amended Agreement and the Expanded Facility in this report does not purport to be complete and is qualified in its entirety by reference to the Amended Agreement, the Second Amended, Restated and Bifurcated Revolving Notes, the Second Amended, Restated and Bifurcated Term Notes A, and the Amended, Restated and Bifurcated Term Notes B, which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7 to this report and are incorporated herein by reference. </P>
<P ALIGN="JUSTIFY">In connection with, and in consideration for Keltic and Bridge entering into the Amended Agreement, on April 17, 2008 the Registrant issued 66,667 Common Stock Purchase Warrants to Keltic and 33,333 Common Stock Purchase Warrants to Bridge (collectively, the "Warrants") in connection with the Amended Agreement. The Warrants have an exercise price of $1.88 per share of the Registrant's common stock and vest quarterly in twelve (12) equal installments, commencing June 30, 3008. The Warrants will expire on April 17, 2013. </P>
<B><P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">Item 9.01 Financial Statements and Exhibits </P>
</B><P ALIGN="JUSTIFY">(d) Exhibits </P><DIR>
<DIR>
<DIR>
<DIR>

<P>Exhibit 10.1&#9;Second Amendment to Amended and Restated Loan Agreement between Hudson Technologies Company, Keltic Financial Partners, L.P and Bridge Healthcare Finance, LLC, dated April 17, 2008;</P>
<P>Exhibit 10.2&#9;Second Amended, Restated and Bifurcated Revolving Note, dated April 17, 2008, in the amount of $10,000,000; </P>
<P>Exhibit 10.3&#9;Second Amended, Restated and Bifurcated Revolving Note, dated April 17, 2008, in the amount of $5,000,000;</P>
<P>Exhibit 10.4&#9;Second Amended, Restated and Bifurcated Term Note A, dated April 17, 2008 in the amount of $1,666,666.67;</P>
<P>Exhibit 10.5&#9;Second Amended, Restated and Bifurcated Term Note A, dated April 17, 2008 in the amount of $833,333.33;</P>
<P>Exhibit 10.6&#9;Amended, Restated and Bifurcated Term Note B, dated April 17, 2008, in the amount of $3,000,000 </P>
<P ALIGN="JUSTIFY">Exhibit 10.7&#9;Amended, Restated and Bifurcated Term Note B, dated April 17, 2008, in the amount of $1,500,000. </P>
<P ALIGN="JUSTIFY">Exhibit 10.8&#9;Warrant to Purchase Common Stock, dated April 17, 2008, for 66,667 shares of Common Stock issued to Keltic Financial Partners, L.P.</P>
<P ALIGN="JUSTIFY">Exhibit 10.9&#9;Warrant to Purchase Common Stock, dated April 17, 2008, for 33,333 shares of Common Stock issued to Bridge Healthcare Finance, LLC.</P></DIR>
</DIR>
</DIR>
</DIR>

<B><P ALIGN="CENTER">SIGNATURES</P>
</B><P>&#9;Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.</P><DIR>
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<P>HUDSON TECHNOLOGIES, INC.</P></DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=0 WIDTH=630>
<TR><TD WIDTH="39%" VALIGN="TOP">
<P><BR>
Date: April 22, 2008</TD>
<TD WIDTH="6%" VALIGN="TOP">
<P>By:<U> </U></TD>
<TD WIDTH="55%" VALIGN="TOP">
<U><P>/S/ Stephen P. Mandracchia</U></TD>
</TR>
<TR><TD WIDTH="45%" VALIGN="TOP" COLSPAN=2>
<P>&nbsp;</TD>
<TD WIDTH="55%" VALIGN="TOP">
<P>Name: Stephen P. Mandracchia</TD>
</TR>
<TR><TD WIDTH="45%" VALIGN="TOP" COLSPAN=2>
<P>&nbsp;</TD>
<TD WIDTH="55%" VALIGN="TOP">
<P>Title: Vice President Legal &amp; Regulatory, Secretary </TD>
</TR>
</TABLE>

<P>&nbsp;</P></BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>form8k_042208-ex101.htm
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<HTML>
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<TITLE>Exhibit 10.1</TITLE>

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<BODY LINK="#0000ff" VLINK="#800080">

<FONT SIZE=2><P ALIGN="CENTER">Exhibit 10.1</P>
<B><P ALIGN="CENTER">SECOND AMENDMENT TO</P>
<U><P ALIGN="CENTER">AMENDED AND RESTATED LOAN AGREEMENT</P><DIR>
<DIR>

</B></U><P>THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT, dated as of April 17, 2008 (this "<B><U>Amendment</B></U>"), is made by and among Keltic Financial Partners, LP, a Delaware limited partnership ("<B><U>Keltic</B></U>"), and Bridge Healthcare Finance, LLC, a Delaware limited liability company ("<B><U>Bridge</B></U>", and together with Keltic, individually and collectively, "<B><U>Lender</B></U>"), and Hudson Technologies Company,<B> </B>a Tennessee corporation ("<B><U>Borrower</B></U>").</P></DIR>
</DIR>

<B><U><P ALIGN="CENTER">WITNESSETH</P><DIR>
<DIR>

</U><P ALIGN="CENTER">WHEREAS, </B>Borrower and Keltic are parties to that certain Amended and Restated Loan Agreement, dated as of June 26, 2007 (as it may be amended, restated, modified or supplemented from time to time, the "<B><U>Loan Agreement</B></U>"; capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement); and</P>
<B><P>WHEREAS</B>, contemporaneously with the execution of this Amendment, Keltic has assigned one-third of its interest in and to the Loans and the Loan Documents to Bridge pursuant to that certain Assignment and Assumption Agreement dated the date hereof (the "<B><U>Assignment Agreement</B></U>") between Keltic and Bridge; and </P>
<B><P>WHEREAS, </B>Borrower has requested that Lender agree to certain amendments and modifications to the Loan Agreement, including without limitation, an increase in the Maximum Revolving Loan Amount and an extension of the Maturity Date, and Lender is willing to do so subject to the terms and conditions set forth herein.<B>&#9;</P>
<P>NOW, THEREFORE, </B>in consideration of the premises, the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties do hereby agree as follows:</P></DIR>
</DIR>

<B><U><P ALIGN="CENTER">STATEMENT OF TERMS</P><DIR>
<DIR>

</U><P>1.&#9;<U>Amendments.</U> </P><DIR>
<DIR>

</B><P>(a)&#9; Section 1.30 of the Loan Agreement is hereby amended by deleting from clause (a) thereof the phrase "thirty seven and one-half (37.5)" and replacing it with the phrase "eighty seven and one-half (87.5)".</P>
<P>(b)&#9;Section 1.34 of the Loan Agreement is hereby amended by deleting the date "June 26, 2010" and replacing it with the date "June 26, 2011".</P>
<P>(c)&#9;Section 1.35 of the Loan Agreement is hereby amended by deleting the amount "$10,000,000" and replacing it with the phrase "15,000,000, as such amount may be increased to $20,000,000 pursuant to Section 2.11 hereof".</P>
<P>(d)&#9;Section 1.36 of the Loan Agreement is amended and restated in its entirety as follows:</P><DIR>
<DIR>

<B><P>"<U>Maximum Revolving Loan Amount</B></U>" shall mean the Maximum Facility, <U>less</U> the outstanding principal balance of the Term Loans.&#9;</P></DIR>
</DIR>

<P>(e)&#9;Section 2.1(b) of the Loan Agreement is amended and restated in its entirety as follows:</P><DIR>
<DIR>

<P>the sum of (i) up to eighty-five percent (85%) of the net face amount of Borrower's Eligible Receivables plus (ii) up to fifty five percent (55%) of the Value (as defined below) of Borrower's Eligible Inventory, less (iii) the outstanding principal balance of Term Loan B. Value shall mean the lesser of cost or the fair market value of such Inventory.</P></DIR>
</DIR>

<P>(f)&#9;Section 2.11 of the Loan Agreement is amended and restated in its entirety as follows:</P><DIR>
<DIR>

<P>Borrower may request that Lender increase the Maximum Facility to $20,000,000 from $15,000,000. Upon satisfaction of the following conditions, as determined by Lender in its sole discretion, Lender will increase the Maximum Facility to $20,000,000: (a) Lender shall have received credit approval from each of its respective credit committees, (b) Borrower shall have paid the fee set forth in Section 3.8 hereof, if such fee or portion thereof is due at such time, (c) no Default or Event of Default shall have occurred and be continuing, or would occur in connection with or after giving effect to such increase, and (d) Lender shall have received Allonges to the Revolving Notes which evidence such increase. </P></DIR>
</DIR>

<P>(g)&#9;Section 3.5 of the Loan Agreement is hereby amended by deleting the amount "$2,000" and replacing it with the amount "4,000".</P>
<P>(h)&#9;Clauses (a) - (c) of Section 3.7 of the Loan Agreement are amended and restated in their entirety as follows:</P><DIR>
<DIR>

<P>(a) two percent (2.0%) of the Maximum Facility if the prepayment is made prior to the second anniversary of the date hereof; (b) one percent (1.0%) of the Maximum Facility if the prepayment is made after the second anniversary of the date hereof but prior to the third anniversary of the date hereof; and (c) zero percent (0.0%) of the Maximum Facility if the prepayment is made after the third anniversary of the date hereof.</P></DIR>
</DIR>

<P>(i)&#9;Section 3.8 of the Loan Agreement is amended and restated in its entirety as follows:</P><DIR>
<DIR>

<P>Upon increase of the Maximum Facility pursuant to Section 2.11 hereof, Borrower shall pay Lender $75,000 as follows: (a) $37,500 at such time as the aggregate outstanding balance of the Loans initially reaches $15,000,000, and (b) $37,500 at such time as the aggregate outstanding balance of the Loans initially reaches $17,500,000. &#9;</P></DIR>
</DIR>
</DIR>
</DIR>

<B><P>2.</B>&#9;<B><U>Representations and Warranties</B></U>. To induce Lender to enter into this Amendment, Borrower hereby represents and warrants to Lender as follows: (a) each representation and warranty set forth in the Loan Agreement is true and correct on and as of the date hereof ; (b) no Default or Event of Default has occurred and is continuing as of this date under the Loan Agreement or the other Loan Documents (c) Borrower has the power and is duly authorized to enter into, deliver and perform this Amendment and to perform its obligations under the Loan Agreement, as amended hereby; (d) each of this Amendment and the Loan Agreement, as amended hereby, constitutes the legal, valid and binding obligation of Borrower enforceable against it in accordance with its terms; and (e) that since June 26, 2007 there have been no liens, encumbrances, security interests or claims filed against or created in Borrower's owned property located at Champaign, Illinois.</P>
<B><P>3.</B>&#9;<B><U>Conditions Precedent to Effectiveness of this Amendment</B></U>.<B> </B>The effectiveness of this Amendment is subject to the fulfillment of the following conditions precedent, each as determined by each Lender:</P><DIR>
<DIR>

<P>(a)&#9;Lender shall have received one or more counterparts of this Amendment duly executed and delivered by Borrower; </P>
<P>(b)&#9;Lender shall have received one or more counterparts of the Agreement and Consent of Guarantors attached to this Amendment duly executed and delivered by each such Guarantor; </P>
<P>(c)&#9;Lender shall have received the following documents (i) a Secretary's Certificate from Borrower and each Guarantor certifying the resolutions approving the transactions contemplated by this Amendment, (ii) new Revolving Notes and new Term Notes, (iii) Warrants to Purchase Common Stock, and (iv) and such other agreements, documents, certificates and instruments as Lender may reasonably require; and</FONT> </P>
<FONT SIZE=2><P>(d)&#9;Lender shall have received the commitment fee referenced in Section 4 below.</P></DIR>
</DIR>
</DIR>
</DIR>

<P>&#9;&#9;</P><DIR>
<DIR>

<B><P>4</B>.&#9;<B><U>Commitment Fee</U>. </B>In consideration of<B> </B>Lender entering into this Amendment, Borrower shall pay to Lender on the date hereof a commitment fee in an amount of $75,000, plus payment of Lender's legal fees and expenses in connection with this Amendment, including, without limitation, up to $10,000 of Bridge's legal fees and expenses. </P>
<B><P>5.&#9;<U>Continuing Effect of Loan Agreement</U>.</B> Except as expressly amended and modified hereby, the provisions of the Loan Agreement and the Liens granted hereunder, are and shall remain in full force and effect, and are hereby ratified and confirmed by Borrower.</P>
<B><P>6.&#9;<U>Release</B></U>. In consideration of the agreements of Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower and each Guarantor, on behalf of itself/himself and its/his successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Lender and all such other Persons being hereinafter referred to collectively as the "<B><U>Releasees</B></U>" and individually as a "<B><U>Releasee</B></U>"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set
- -off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower and/or such Guarantor or any of its/his successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Loan Agreement, the Guaranty or any of the other Loan Documents or transactions, course of performance or course of dealing thereunder or related thereto; provided, however, that nothing herein shall release Lender from its obligations to Borrower under the terms of this Amendment.</P>
<B><P>7.&#9;<U>Counterparts</B></U>.<B> </B>This Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. Any signature delivered by a party via facsimile shall be deemed to be an original signature hereto.</P>
<B><P>8</B>.<B>&#9;<U>Governing Law</B></U>. THIS AMENDMENT SHALL BE GOVERNED BY, AND</P></DIR>
</DIR>

<P>CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAWS.</P>
<P>&nbsp;</P>
<B><P>&#9;IN WITNESS WHEREOF,</B> the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first specified above.</P>
<B><P ALIGN="JUSTIFY">&#9;&#9;&#9;&#9;&#9;&#9;</P><DIR>
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<P ALIGN="JUSTIFY">HUDSON TECHNOLOGIES COMPANY</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
</B><P>By:<U>/s/ Brian F. Coleman&#9;&#9;&#9;</P>
</U><P>Name:&#9;Brian F. Coleman&#9;</P>
<P>Title:&#9;President and Chief Operating Officer</P>
<P>&nbsp;</P>
<B><P>KELTIC FINANCIAL PARTNERS, LP</B><BR>
By: KELTIC FINANCIAL SERVICES LLC,<BR>
&#9;its general partner</P>
<P>&nbsp;</P>
<P>By: <U>/s/ John P. Reilly</U>____________________<BR>
Name: John P. Reilly<BR>
Title: Managing Partner</P>
<P>&nbsp;</P>
<B><P ALIGN="JUSTIFY">BRIDGE HEALTHCARE FINANCE, LLC </P>
<P ALIGN="JUSTIFY">&nbsp;</P>
</B><P>By:<U> /s/ Shawn T. Andrews&#9;&#9;&#9;</P>
</U><P>Name:&#9;Shawn T. Andrews&#9;</P>
<P>Title:&#9;Managing Director</P>
<P>&nbsp;</P>
<P>&nbsp;</P></DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<B><P ALIGN="CENTER">AGREEMENT AND CONSENT OF GUARANTORS</P>
</B><P ALIGN="CENTER">Each of the undersigned guarantors, intending to be legally bound, does hereby (a) agree to the provisions of Section 6 of the foregoing Amendment, (b) consent to the execution, delivery and performance of the within and foregoing Amendment, and (c) confirm and reaffirm, without setoff, counterclaim, deduction or other claim of avoidance of any nature, the continuing effect of such guarantor's guaranty of the Obligations after giving effect to the foregoing Amendment.</P>
<B><P ALIGN="JUSTIFY">HUDSON TECHNOLOGIES, INC.</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
</B><P>By:<U>/s/ Brian F. Coleman&#9;&#9;&#9;</P>
</U><P>Name:&#9;Brian F. Coleman&#9;</P>
<P>Title:&#9;President </P>
<P>&nbsp;</P>
<B><P ALIGN="JUSTIFY">HUDSON HOLDINGS, INC.</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
</B><P>By:<U>/s/ Brian F. Coleman&#9;&#9;&#9;</U>&#9;&#9;&#9;&#9;&#9;&#9;</P>
<P>Name:&#9;Brian F. Coleman&#9;</P>
<P>Title:&#9;President </P>
<P>Dated: April 17, 2008</P></FONT></BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>form8k_042208-ex102.htm
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
<HTML>
<HEAD>

<TITLE>Exhibit 10.2</TITLE>

</HEAD>
<BODY LINK="#0000ff" VLINK="#800080">

<P ALIGN="CENTER">Exhibit 10.2</P>
<B><P ALIGN="CENTER">SECOND AMENDED, RESTATED AND BIFRUCATED REVOLVING NOTE</P>
</B><P>$10,000,000.00</P>
<P ALIGN="RIGHT">April 17, 2008</P>
<P>FOR VALUE RECEIVED, HUDSON TECHNOLOGIES COMPANY a corporation organized and existing under the laws of the State of Tennessee, having an address at One Blue Hill Plaza, 14<SUP>th</SUP> Floor, Pearl River, New York 10965 ("Borrower"), promises to pay to the order of KELTIC FINANCIAL PARTNERS, LP ("Lender"), at the offices of Keltic Financial Partners, LP, a Delaware limited partnership, as Agent for Lenders ("Agent"), at 580 White Plains Road, Suite 610, Tarrytown, New York 10591 or at such other place as Agent may from time to time in writing designate, the principal sum of each Advance made by Lender to Borrower under that certain Amended and Restated Loan Agreement dated June 26, 2007 between Borrower and Agent as it may be subsequently amended and/or modified including, without limitation, by that certain Second Amendment to Amended and Restated Loan Agreement dated the date hereof (collectively, the "Loan Agreement") (the Loan Agreement together with all of the other documents, instruments or agreemen
ts executed in connection therewith, as the same may be modified, amended, restated or replaced from time to time are hereinafter collectively referred to as, the "Loan Documents"). The aggregate unpaid principal balance hereof shall not exceed at any time the sum of TEN MILLION and 00/100 Dollar ($10,000,000.00).<B> </B>Capitalized terms used herein and not otherwise defined shall have the meaning given such terms in the Loan Documents. The entire unpaid principal balance hereof, together with the accrued interest thereon and accrued late charges, if any, and all other sums due hereunder and under the Loan Documents shall be due and payable on the Termination Date.</P>
<P>Borrower also promises to pay interest to Lender monthly (at the offices of Agent), in arrears, on the first day of each month commencing on May 1, 2008 on the average daily unpaid principal balance of this Note at the rate set forth in <B>Section 3.1 </B>of the Loan Agreement.</P>
<P>This is the "Revolving Note" referred to in the Loan Agreement and is entitled to the benefit of all of the terms and conditions and the security of all of the security interests and liens granted by Borrower or any other person to Agent, for the ratable benefit of Lenders, pursuant to the Loan Agreement or any other Loan Document including, without limitation, provisions regarding mandatory and optional prepayment rights. Upon the occurrence of any Event of Default, the entire unpaid principal amount owed Lender hereunder shall become immediately due and payable without further notice or demand.</P>
<P>Whenever any payment to be made under this Note shall be stated to be due on a day other than a Banking Day, such payment shall be made on the next succeeding Banking Day and such extension of time shall be included in the computation of any interest then due and payable hereunder.</P>
<P>The undersigned and all other parties who, at any time, may be liable hereon in any capacity waive presentment, demand for payment, protest and notice of dishonor of this Note. This Note and any provision hereof may not be waived, modified, amended or discharged orally, but only by an agreement in writing which is signed by the holder and the party or parties against whom enforcement of any waiver, change, modification, amendment or discharge is sought.</P>
<P>This Note shall be governed by and construed under the internal laws of the State of New York, as the same may from time to time be in effect, without regard to principles of conflicts of laws thereof.</P>
<P>This Note amends, restates, supersedes and bifrucates, but does not discharge the obligations of, nor constitute a novation with respect to, the indebtedness of Borrower to Agent pursuant to that certain Revolving Note in the principal amount of $10,000,000 dated June 26, 2007 previously executed and delivered by Borrower to Agent.</P>
<P>IN WITNESS WHEREOF, the undersigned has executed this Note the day and year first above written.</P>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">
<B><P>HUDSON TECHNOLOGIES COMPANY</P>
</B><P>&nbsp;</P>
<P>&nbsp;</P>
<P>By: <U>/s/ Brian F. Coleman&#9;</P>
</U><P>Name:&#9;Brian F. Coleman</P>
<P>Title:&#9;President and Chief Operating Officer</TD>
</TR>
</TABLE>

</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>form8k_042208-ex103.htm
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
<HTML>
<HEAD>

<TITLE>Exhibit 10.3</TITLE>

</HEAD>
<BODY LINK="#0000ff" VLINK="#800080">

<P ALIGN="CENTER">Exhibit 10.3</P>
<B><P ALIGN="CENTER">SECOND AMENDED, RESTATED AND BIFRUCATED REVOLVING NOTE</P>
</B><P>$5,000,000.00</P>
<P ALIGN="RIGHT">April 17, 2008</P>
<P>&nbsp;</P>
<P>FOR VALUE RECEIVED, HUDSON TECHNOLOGIES COMPANY a corporation organized and existing under the laws of the State of Tennessee, having an address at One Blue Hill Plaza, 14<SUP>th</SUP> Floor, Pearl River, New York 10965 ("Borrower"), promises to pay to the order of BRIDGE HEALTHCARE FINANCE, LLC ("Lender"), at the offices of Keltic Financial Partners, LP, a Delaware limited partnership, as Agent for Lenders ("Agent"), at 580 White Plains Road, Suite 610, Tarrytown, New York 10591 or at such other place as Agent may from time to time in writing designate, the principal sum of each Advance made by Lender to Borrower under that certain Amended and Restated Loan Agreement dated June 26, 2007 between Borrower and Agent as it may be subsequently amended and/or modified including, without limitation, by that certain Second Amendment to Amended and Restated Loan Agreement dated the date hereof (collectively, the "Loan Agreement") (the Loan Agreement together with all of the other documents, instruments or agreeme
nts executed in connection therewith, as the same may be modified, amended, restated or replaced from time to time are hereinafter collectively referred to as, the "Loan Documents"). The aggregate unpaid principal balance hereof shall not exceed at any time the sum of FIVE MILLION and 00/100 Dollar ($5,000,000.00).<B> </B>Capitalized terms used herein and not otherwise defined shall have the meaning given such terms in the Loan Documents. The entire unpaid principal balance hereof, together with the accrued interest thereon and accrued late charges, if any, and all other sums due hereunder and under the Loan Documents shall be due and payable on the Termination Date.</P>
<P>Borrower also promises to pay interest to Lender monthly (at the offices of Agent), in arrears, on the first day of each month commencing on May 1, 2008 on the average daily unpaid principal balance of this Note at the rate set forth in <B>Section 3.1 </B>of the Loan Agreement.</P>
<P>This is the "Revolving Note" referred to in the Loan Agreement and is entitled to the benefit of all of the terms and conditions and the security of all of the security interests and liens granted by Borrower or any other person to Agent, for the ratable benefit of Lenders, pursuant to the Loan Agreement or any other Loan Document including, without limitation, provisions regarding mandatory and optional prepayment rights. Upon the occurrence of any Event of Default, the entire unpaid principal amount owed Lender hereunder shall become immediately due and payable without further notice or demand.</P>
<P>Whenever any payment to be made under this Note shall be stated to be due on a day other than a Banking Day, such payment shall be made on the next succeeding Banking Day and such extension of time shall be included in the computation of any interest then due and payable hereunder.</P>
<P>The undersigned and all other parties who, at any time, may be liable hereon in any capacity waive presentment, demand for payment, protest and notice of dishonor of this Note. This Note and any provision hereof may not be waived, modified, amended or discharged orally, but only by an agreement in writing which is signed by the holder and the party or parties against whom enforcement of any waiver, change, modification, amendment or discharge is sought.</P>
<P>This Note shall be governed by and construed under the internal laws of the State of New York, as the same may from time to time be in effect, without regard to principles of conflicts of laws thereof.</P>
<P>This Note amends, restates, supersedes and bifrucates, but does not discharge the obligations of, nor constitute a novation with respect to, the indebtedness of Borrower to Agent pursuant to that certain Revolving Note in the principal amount of $10,000,000 dated June 26, 2007 previously executed and delivered by Borrower to Agent.</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P ALIGN="CENTER">[THIS SPACE INTENTIONALLY LEFT BLANK]</P>
<P>IN WITNESS WHEREOF, the undersigned has executed this Note the day and year first above written.</P>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="50%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">
<B><P>HUDSON TECHNOLOGIES COMPANY</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
</B><P>By: <U>/s/ Brian F. Coleman&#9;</P>
</U><P>Name:&#9;Brian F. Coleman</P>
<P>Title:&#9;President and Chief Operating Officer</TD>
</TR>
</TABLE>

</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>form8k_042208-ex104.htm
<DESCRIPTION>EXHIBIT 10.4
<TEXT>
<HTML>
<HEAD>

<TITLE>Exhibit 10.4</TITLE>

</HEAD>
<BODY LINK="#0000ff" VLINK="#800080">

<P ALIGN="CENTER">Exhibit 10.4</P>
<B><P ALIGN="CENTER">SECOND AMENDED, RESTATED AND BIFRUCATED TERM NOTE A</P>
<P ALIGN="CENTER">&nbsp;</P>
</B><P>$1,666,666.67</P>
<P ALIGN="RIGHT">April<FONT FACE="Arial"> 17</FONT>, 2008</P>
<P>&nbsp;</P>
<P>FOR VALUE RECEIVED, HUDSON TECHNOLOGIES COMPANY, a corporation organized and existing pursuant to the laws of the State of Tennessee having an address at One Blue Hill Plaza, 14<SUP>th</SUP> Floor, Pearl River, New York 10965 ("Borrower"), promises to pay to the order of KELTIC FINANCIAL PARTNERS, LP<B> </B>("Lender"), at the offices of Keltic Financial Partners, LP, a Delaware limited partnership, as Agent for Lenders ("Agent"), at 580 White Plains Road, Suite 610, Tarrytown, New York 10591, or at such other place as Agent may from time to time in writing designate, the sum of ONE MILLION SIX HUNDRED SIXTY SIX THOUSAND SIX HUNDRED SIXTY SIX DOLLARS AND 67/100 ($1,666,666.67), payable in equal consecutive monthly installments of $19,841.27 each, commencing on May 1, 2008 and on the first day of each month thereafter. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in that certain Amended and Restated Loan Agreement dated June 26, 2007 between Borrower and Agent (a
s amended, including without limitation by that Second Amendment to Amended and Restated Loan Agreement dated the date hereof, the "Loan Agreement", and together with all of the other documents, instruments or agreements executed in connection therewith, as the same may be modified, amended, restated or replaced from time to time, the "Loan Documents"). The entire unpaid principal balance hereof, together with the accrued interest thereon and accrued late charges, if any, and all other sums due hereunder and/or under any of the other Loan Documents shall be due and payable on the Termination Date. </P>
<P>Borrower also promises to pay interest to Lender monthly (at the offices of Agent), in arrears, on the first day of each month, commencing on May 1, 2008 on the outstanding principal balance of this Note at the rate set forth in <B>Section 3.1</B> of the Loan Agreement.</P>
<P>Any partial prepayments made by the undersigned will be applied against the remaining unpaid payments due hereunder in the inverse order of the maturity of such payments.</P>
<P>This is the "Term Loan A" referred to in the Loan Agreement and is entitled to the benefits of all of the terms and conditions and the security of all of the security interests and liens granted by Borrower or any other person to Agent, for the ratable benefit of the Lenders, pursuant to the Loan Agreement or any of the other Loan Documents including, without limitation, provisions regarding mandatory and/or optional prepayment rights and premiums. Upon the occurrence of any Event of Default, the entire unpaid principal amount owed Lender hereunder shall become immediately due and payable hereof without further notice or demand. </P>
<P>Whenever any payment to be made under this Note shall otherwise be due on a day that is not a Banking Day, such payment shall be made on the next succeeding Banking Day, and such extension of time shall be included in computing interest in connection with any such payment.</P>
<P>Borrower and all other parties who, at any time, may be liable hereon in any capacity waive presentment, demand for payment, protest and notice of dishonor of this Note. This Note may not be changed orally, but only by an agreement in writing which is signed by the holder and the party or parties against whom enforcement of any waiver, change, modification or discharge is sought.</P>
<P>This Note shall be governed by and construed under the internal laws of the State of New York, as the same may from time to time be in effect, without regard to principles of conflicts of laws thereof.</P>
<P>This Note amends, restates, supersedes and bifurcates, but does not discharge the obligations of, nor constitute a novation with respect to, the indebtedness of Borrower to Agent pursuant to that certain Amended and Restated Term Note A in the principal amount of $2,500,000 dated June 26, 2007 previously executed and delivered by Borrower to Agent. The outstanding principal amount outstanding under this Note as of the date hereof is $1,468,254.00.</P>
<B><P>IN WITNESS </B>WHEREOF<B>, </B>the undersigned has executed this Note on the day and year first above written.</P>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="50%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">
<B><P>HUDSON TECHNOLOGIES COMPANY</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
</B><P>By: <U>/s/ Brian F. Coleman&#9;</P>
</U><P>Name:&#9;Brian F. Coleman</P>
<P>Title:&#9;President and Chief Operating Officer</TD>
</TR>
</TABLE>

<P ALIGN="CENTER"></P></BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>form8k_042208-ex105.htm
<DESCRIPTION>EXHIBIT 10.5
<TEXT>
<HTML>
<HEAD>

<TITLE>Exhibit 10.5</TITLE>

</HEAD>
<BODY LINK="#0000ff" VLINK="#800080">

<P ALIGN="CENTER">Exhibit 10.5</P>
<B><P ALIGN="CENTER">SECOND AMENDED, RESTATED AND BIFRUCATED TERM NOTE A</P>
<P ALIGN="CENTER">&nbsp;</P>
</B><P>$833,333.33&#9;</P>

<P ALIGN="RIGHT">April<FONT FACE="Arial"> 17</FONT>, 2008</P>

<P>&nbsp;</P>
<P>FOR VALUE RECEIVED, HUDSON TECHNOLOGIES COMPANY, a corporation organized and existing pursuant to the laws of the State of Tennessee having an address at One Blue Hill Plaza, 14<SUP>th</SUP> Floor, Pearl River, New York 10965 ("Borrower"), promises to pay to the order of BRIDGE HEALTHCARE FINANCE, LLC<B> </B>("Lender"), at the offices of Keltic Financial Partners, LP, a Delaware limited partnership, as Agent for Lenders ("Agent"), at 580 White Plains Road, Suite 610, Tarrytown, New York 10591, or at such other place as Agent may from time to time in writing designate, the sum of EIGHT HUNDRED THIRTY THREE THOUSAND THREE HUNDRED THIRTY THREE DOLLARS AND 33/100 ($833,333.33), payable in equal consecutive monthly installments of $9,920.63 each, commencing on May 1, 2008 and on the first day of each month thereafter. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in that certain Amended and Restated Loan Agreement dated June 26, 2007 between Borrower and Agent (as am
ended, including without limitation by that Second Amendment to Amended and Restated Loan Agreement dated the date hereof, the "Loan Agreement", and together with all of the other documents, instruments or agreements executed in connection therewith, as the same may be modified, amended, restated or replaced from time to time, the "Loan Documents"). The entire unpaid principal balance hereof, together with the accrued interest thereon and accrued late charges, if any, and all other sums due hereunder and/or under any of the other Loan Documents shall be due and payable on the Termination Date. </P>
<P>Borrower also promises to pay interest to Lender monthly (at the offices of Agent), in arrears, on the first day of each month, commencing on May 1, 2008 on the outstanding principal balance of this Note at the rate set forth in <B>Section 3.1</B> of the Loan Agreement.</P>
<P>Any partial prepayments made by the undersigned will be applied against the remaining unpaid payments due hereunder in the inverse order of the maturity of such payments.</P>
<P>This is the "Term Loan A" referred to in the Loan Agreement and is entitled to the benefits of all of the terms and conditions and the security of all of the security interests and liens granted by Borrower or any other person to Agent, for the ratable benefit of the Lenders, pursuant to the Loan Agreement or any of the other Loan Documents including, without limitation, provisions regarding mandatory and/or optional prepayment rights and premiums. Upon the occurrence of any Event of Default, the entire unpaid principal amount owed Lender hereunder shall become immediately due and payable hereof without further notice or demand. </P>
<P>Whenever any payment to be made under this Note shall otherwise be due on a day that is not a Banking Day, such payment shall be made on the next succeeding Banking Day, and such extension of time shall be included in computing interest in connection with any such payment.</P>
<P>Borrower and all other parties who, at any time, may be liable hereon in any capacity waive presentment, demand for payment, protest and notice of dishonor of this Note. This Note may not be changed orally, but only by an agreement in writing which is signed by the holder and the party or parties against whom enforcement of any waiver, change, modification or discharge is sought.</P>
<P>This Note shall be governed by and construed under the internal laws of the State of New York, as the same may from time to time be in effect, without regard to principles of conflicts of laws thereof.</P>
<P>This Note amends, restates, supersedes and bifrucates, but does not discharge the obligations of, nor constitute a novation with respect to, the indebtedness of Borrower to Agent pursuant to that certain Amended and Restated Term Note A in the principal amount of $2,500,000 dated June 26, 2007 previously executed and delivered by Borrower to Agent. The outstanding principal amount outstanding under this Note as of the date hereof is $734,127.00.</P>
<B><P>IN WITNESS </B>WHEREOF<B>, </B>the undersigned has executed this Note on the day and year first above written.</P>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="50%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">
<B><P>HUDSON TECHNOLOGIES COMPANY</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
</B><P>By: <U>/s/ Brian F. Coleman&#9;</P>
</U><P>Name:&#9;Brian F. Coleman</P>
<P>Title:&#9;President and Chief Operating Officer</TD>
</TR>
</TABLE>

<P ALIGN="CENTER"></P></BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>7
<FILENAME>form8k_042208-ex106.htm
<DESCRIPTION>EXHIBIT 10.6
<TEXT>
<HTML>
<HEAD>

<TITLE>Exhibit 10.6</TITLE>

</HEAD>
<BODY LINK="#0000ff" VLINK="#800080">

<P ALIGN="CENTER">Exhibit 10.6</P>
<B><P ALIGN="CENTER">AMENDED, RESTATED AND BIFRUCATED TERM NOTE B</P>
</B><P>$3,000,000.00</P>
<P ALIGN="RIGHT">April 17, 2008</P>
<P>FOR VALUE RECEIVED, HUDSON TECHNOLOGIES COMPANY, a corporation organized and existing pursuant to the laws of the State of Tennessee having an address at One Blue Hill Plaza, 14<SUP>th</SUP> Floor, Pearl River, New York 10965 ("Borrower"), promises to pay to the order of KELTIC FINANCIAL PARTNERS, LP ("Lender"), at the offices of Keltic Financial Partners, LP, a Delaware limited partnership, as Agent for the Lenders ("Agent"), at 580 White Plains Road, Suite 610, Tarrytown, New York 10591, or at such other place as Agent may from time to time in writing designate, the sum of THREE MILLION DOLLARS AND 00/100 ($3,000,000.00), payable in equal consecutive monthly installments of $35,714.29 each, commencing on May 1, 2008 and on the first day of each month thereafter. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in that certain Amended and Restated Loan Agreement dated June 26, 2007 between Borrower and Agent (as amended, including without limitation by that Second
 Amendment to Amended and Restated Loan Agreement dated the date hereof, the "Loan Agreement", and together with all of the other documents, instruments or agreements executed in connection therewith, as the same may be modified, amended, restated or replaced from time to time, the "Loan Documents"). The entire unpaid principal balance hereof, together with the accrued interest thereon and accrued late charges, if any, and all other sums due hereunder and/or under any of the other Loan Documents shall be due and payable on the Termination Date. </P>
<P>Borrower also promises to pay interest to Lender monthly (at the offices of Agent), in arrears, on the first day of each month, commencing on May 1, 2008 on the outstanding principal balance of this Note at the rate set forth in <B>Section 3.1</B> of the Loan Agreement.</P>
<P>Any partial prepayments made by the undersigned will be applied against the remaining unpaid payments due hereunder in the inverse order of the maturity of such payments.</P>
<P>This is the "Term Loan B" referred to in the Loan Agreement and is entitled to the benefits of all of the terms and conditions and the security of all of the security interests and liens granted by Borrower or any other person to Agent, for the ratable benefit of the Lenders, pursuant to the Loan Agreement or any of the other Loan Documents including, without limitation, provisions regarding mandatory and/or optional prepayment rights and premiums. Upon the occurrence of any Event of Default, the entire unpaid principal amount owed Lender hereunder shall become immediately due and payable hereof without further notice or demand. </P>
<P>Whenever any payment to be made under this Note shall otherwise be due on a day that is not a Banking Day, such payment shall be made on the next succeeding Banking Day, and such extension of time shall be included in computing interest in connection with any such payment.</P>
<P>Borrower and all other parties who, at any time, may be liable hereon in any capacity waive presentment, demand for payment, protest and notice of dishonor of this Note. This Note may not be changed orally, but only by an agreement in writing which is signed by the holder and the party or parties against whom enforcement of any waiver, change, modification or discharge is sought.</P>
<P>This Note shall be governed by and construed under the internal laws of the State of New York, as the same may from time to time be in effect, without regard to principles of conflicts of laws thereof.</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>This Note amends, restates, supersedes and bifrucates, but does not discharge the obligations of, nor constitute a novation with respect to, the indebtedness of Borrower to Agent pursuant to that certain Term Note B in the principal amount of $4,500,000 dated June 26, 2007 previously executed and delivered by Borrower to Agent. The outstanding principal amount outstanding under this Note as of the date hereof is $2,642,857.13.</P>
<B><P>IN WITNESS </B>WHEREOF<B>, </B>the undersigned has executed this Note on the day and year first above written.</P>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=0 WIDTH=638>
<TR><TD WIDTH="50%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">
<B><P>HUDSON TECHNOLOGIES COMPANY</P>
<P>&nbsp;</P>
</B><P>By: <U>/s/ Brian F. Coleman&#9;</P>
</U><P>Name:&#9;Brian F. Coleman</P>
<P>Title:&#9;President and Chief Operating Officer</TD>
</TR>
</TABLE>

<P ALIGN="CENTER"></P></BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>8
<FILENAME>form8k_042208-ex107.htm
<DESCRIPTION>EXHIBIT 10.7
<TEXT>
<HTML>
<HEAD>

<TITLE>Exhibit 10.7</TITLE>

</HEAD>
<BODY LINK="#0000ff" VLINK="#800080">

<P ALIGN="CENTER">Exhibit 10.7</P>
<B><P ALIGN="CENTER">AMENDED, RESTATED AND BIFRUCATED TERM NOTE B</P>
</B><P>$1,500,000.00</P>
<P ALIGN="RIGHT">April 17, 2008</P>
<P>FOR VALUE RECEIVED, HUDSON TECHNOLOGIES COMPANY, a corporation organized and existing pursuant to the laws of the State of Tennessee having an address at One Blue Hill Plaza, 14<SUP>th</SUP> Floor, Pearl River, New York 10965 ("Borrower"), promises to pay to the order of BRIDGE HEALTHCARE FINANCE, LLC ("Lender"), at the offices of Keltic Financial Partners, LP, a Delaware limited partnership, as Agent for the Lenders ("Agent"), at 580 White Plains Road, Suite 610, Tarrytown, New York 10591, or at such other place as Agent may from time to time in writing designate, the sum of ONE MILLION FIVE HUNDRED THOUSAND DOLLARS AND 00/100 ($1,500,000.00), payable in equal consecutive monthly installments of $17,857.14 each, commencing on May 1, 2008 and on the first day of each month thereafter. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in that certain Amended and Restated Loan Agreement dated June 26, 2007 between Borrower and Agent (as amended, including without limi
tation by that Second Amendment to Amended and Restated Loan Agreement dated the date hereof, the "Loan Agreement", and together with all of the other documents, instruments or agreements executed in connection therewith, as the same may be modified, amended, restated or replaced from time to time, the "Loan Documents"). The entire unpaid principal balance hereof, together with the accrued interest thereon and accrued late charges, if any, and all other sums due hereunder and/or under any of the other Loan Documents shall be due and payable on the Termination Date. </P>
<P>Borrower also promises to pay interest to Lender monthly (at the offices of Agent), in arrears, on the first day of each month, commencing on May 1, 2008 on the outstanding principal balance of this Note at the rate set forth in <B>Section 3.1</B> of the Loan Agreement.</P>
<P>Any partial prepayments made by the undersigned will be applied against the remaining unpaid payments due hereunder in the inverse order of the maturity of such payments.</P>
<P>This is the "Term Loan B" referred to in the Loan Agreement and is entitled to the benefits of all of the terms and conditions and the security of all of the security interests and liens granted by Borrower or any other person to Agent, for the ratable benefit of the Lenders, pursuant to the Loan Agreement or any of the other Loan Documents including, without limitation, provisions regarding mandatory and/or optional prepayment rights and premiums. Upon the occurrence of any Event of Default, the entire unpaid principal amount owed Lender hereunder shall become immediately due and payable hereof without further notice or demand. </P>
<P>Whenever any payment to be made under this Note shall otherwise be due on a day that is not a Banking Day, such payment shall be made on the next succeeding Banking Day, and such extension of time shall be included in computing interest in connection with any such payment.</P>
<P>Borrower and all other parties who, at any time, may be liable hereon in any capacity waive presentment, demand for payment, protest and notice of dishonor of this Note. This Note may not be changed orally, but only by an agreement in writing which is signed by the holder and the party or parties against whom enforcement of any waiver, change, modification or discharge is sought.</P>
<P>This Note shall be governed by and construed under the internal laws of the State of New York, as the same may from time to time be in effect, without regard to principles of conflicts of laws thereof.</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>This Note amends, restates, supersedes and bifrucates, but does not discharge the obligations of, nor constitute a novation with respect to, the indebtedness of Borrower to Agent pursuant to that certain Term Note B in the principal amount of $4,500,000 dated June 26, 2007 previously executed and delivered by Borrower to Agent. The outstanding principal amount outstanding under this Note as of the date hereof is $1,321,428.57.</P>
<B><P>IN WITNESS </B>WHEREOF<B>, </B>the undersigned has executed this Note on the day and year first above written.</P>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=0 WIDTH=638>
<TR><TD WIDTH="50%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">
<B><P>HUDSON TECHNOLOGIES COMPANY</P>
<P>&nbsp;</P>
</B><P>By: <U>/s/ Brian F. Coleman&#9;</P>
</U><P>Name:&#9;Brian F. Coleman</P>
<P>Title:&#9;President and Chief Operating Officer</TD>
</TR>
</TABLE>

<P ALIGN="CENTER"></P></BODY>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>9
<FILENAME>form8k_042208-ex108.htm
<DESCRIPTION>EXHIBIT 10.8
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 10.8</TITLE>
</HEAD>
<BODY LINK="#0000ff" VLINK="#800080">

<P ALIGN="CENTER">Exhibit 10.8</P>
<P ALIGN="JUSTIFY">THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P ALIGN="CENTER">WARRANT TO PURCHASE COMMON STOCK</P>
<P>Corporation: &#9;&#9;&#9;Hudson Technologies, Inc.</P>
<P>Number of Shares: &#9;&#9;66,667</P>
<P>Class of Stock:&#9;&#9;Common Stock</P>
<P>Initial Exercise Price: &#9;&#9;$1.88 per share</P>
<P>Issue Date: &#9;&#9;&#9;April 17, 2008</P>
<P>Expiration Date:&#9;&#9;April 17, 2013</P>
<P ALIGN="JUSTIFY">THIS WARRANT CERTIFIES THAT, in consideration of the payment of $1.00 and for other good and valuable consideration, the receipt of which is hereby acknowledged, Keltic Financial Partners, LP or registered assignee ("Holder") is entitled to purchase the number (subject to adjustment hereunder, the "Warrant Number") of fully paid and non-assessable shares of the Common Stock (the "Shares") of Hudson Technologies, Inc. (the "Company") at the Initial Exercise Price per Share of $1.88 (the "Warrant Price") all as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth on this Warrant. For purposes of this Warrant, except as the context may otherwise require and in addition to other capitalized terms defined elsewhere herein, capitalized terms used herein shall have the meanings set forth in Appendix I.</P>
<P>ARTICLE 1. <U>EXERCISE</P><DIR>
<DIR>

</U><P ALIGN="JUSTIFY">1.1 <U>Method of Exercise</U>. From and after each date set forth in the Vesting Table ("Vesting Table") below, Holder may exercise this Warrant in respect of the number of Shares equal to the product of the Warrant Number multiplied by the percentage listed opposite each such date (the "Exercise Percentage"), in whole or in part, at any time and from time to time prior to the expiration date referred to above (the "Expiration Date") by delivering this Warrant and a duly executed Notice of Exercise in substantially the form attached as Appendix II to the principal office of the Company located at P.O. Box 1541, One Blue Hill Plaza, 14<SUP>th</SUP> Floor, Pearl River, NY, 10965, or such other office as the Company shall advise Holder, as herein provided. Unless Holder is exercising the conversion right set forth in Section 1.2, Holder shall also deliver to the Company a check for the aggregate Warrant Price for the Shares being purchased. In the event the Warrant is not exercised in ful
l, the Company, at its expense, shall forthwith issue and deliver to or upon the order of Holder a new Warrant which shall in all respects be identical to this Warrant in the name of Holder or as Holder may request, calling in the aggregate on the face thereof for the number of Shares equal to (i) the Warrant Number minus (ii) the number of Shares for which this Warrant shall have been exercised. From and after the occurrence of an Acceleration Event, the Exercise Percentage shall be deemed to equal 100% for each date listed in the Vesting Table.</P></DIR>
</DIR>

<B><U><P ALIGN="CENTER">Vesting Table</P></B></U>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=0 WIDTH=388>
<TR><TD WIDTH="53%" VALIGN="BOTTOM" HEIGHT=17>
<P>Date</TD>
<TD WIDTH="47%" VALIGN="BOTTOM" HEIGHT=17>
<P ALIGN="JUSTIFY">Exercise Percentage</TD>
</TR>
<TR><TD WIDTH="53%" VALIGN="BOTTOM" HEIGHT=17>
<P>30-Jun-08</TD>
<TD WIDTH="47%" VALIGN="BOTTOM" HEIGHT=17>
<P ALIGN="JUSTIFY">8.33% </TD>
</TR>
<TR><TD WIDTH="53%" VALIGN="BOTTOM" HEIGHT=17>
<P>30-Sep-08</TD>
<TD WIDTH="47%" VALIGN="BOTTOM" HEIGHT=17>
<P ALIGN="JUSTIFY">16.67%</TD>
</TR>
<TR><TD WIDTH="53%" VALIGN="BOTTOM" HEIGHT=17>
<P>31-Dec-08</TD>
<TD WIDTH="47%" VALIGN="BOTTOM" HEIGHT=17>
<P ALIGN="JUSTIFY">25.00%</TD>
</TR>
<TR><TD WIDTH="53%" VALIGN="BOTTOM" HEIGHT=17>
<P>31-Mar-09</TD>
<TD WIDTH="47%" VALIGN="BOTTOM" HEIGHT=17>
<P ALIGN="JUSTIFY">33.34%</TD>
</TR>
<TR><TD WIDTH="53%" VALIGN="BOTTOM" HEIGHT=17>
<P>30-Jun-09</TD>
<TD WIDTH="47%" VALIGN="BOTTOM" HEIGHT=17>
<P ALIGN="JUSTIFY">41.67%</TD>
</TR>
<TR><TD WIDTH="53%" VALIGN="BOTTOM" HEIGHT=17>
<P>30-Sep-09</TD>
<TD WIDTH="47%" VALIGN="BOTTOM" HEIGHT=17>
<P ALIGN="JUSTIFY">50.00%</TD>
</TR>
<TR><TD WIDTH="53%" VALIGN="BOTTOM" HEIGHT=17>
<P>31-Dec-09</TD>
<TD WIDTH="47%" VALIGN="BOTTOM" HEIGHT=17>
<P ALIGN="JUSTIFY">58.34%</TD>
</TR>
<TR><TD WIDTH="53%" VALIGN="BOTTOM" HEIGHT=17>
<P>31-Mar-10</TD>
<TD WIDTH="47%" VALIGN="BOTTOM" HEIGHT=17>
<P ALIGN="JUSTIFY">66.67%</TD>
</TR>
<TR><TD WIDTH="53%" VALIGN="BOTTOM" HEIGHT=17>
<P>30-Jun-10</TD>
<TD WIDTH="47%" VALIGN="BOTTOM" HEIGHT=17>
<P ALIGN="JUSTIFY">75.01%</TD>
</TR>
<TR><TD WIDTH="53%" VALIGN="BOTTOM" HEIGHT=17>
<P>30-Sep-10</TD>
<TD WIDTH="47%" VALIGN="BOTTOM" HEIGHT=17>
<P ALIGN="JUSTIFY">83.34%</TD>
</TR>
<TR><TD WIDTH="53%" VALIGN="BOTTOM" HEIGHT=17>
<P>31-Dec-10</TD>
<TD WIDTH="47%" VALIGN="BOTTOM" HEIGHT=17>
<P ALIGN="JUSTIFY">91.67%</TD>
</TR>
<TR><TD WIDTH="53%" VALIGN="BOTTOM" HEIGHT=17>
<P>31-Mar-11</TD>
<TD WIDTH="47%" VALIGN="BOTTOM" HEIGHT=17>
<P ALIGN="JUSTIFY">100%</TD>
</TR>
</TABLE>
</CENTER></P>

<P ALIGN="CENTER">&nbsp;</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">1.2 <U>Conversion Right</U>. (a) In lieu of exercising this Warrant as specified in Section 1.1, Holder may from time to time convert this Warrant (the "Conversion Right"), in whole or in part, into a number of Shares determined by dividing (a) the aggregate Fair Market Value of the Shares or other securities otherwise issuable upon exercise of this Warrant in full or such part of this Warrant minus the aggregate Warrant Price of such Shares by (b) the Fair Market Value of one Share. The Fair Market Value of the Shares shall be determined pursuant to Section 1.5. The Conversion Right may be exercised by Holder at any time, or from time to time, prior to the Expiration Date, on any Business Day by delivering a written notice (the "Conversion Notice") in the form attached as Appendix III to the Company at its principal office exercising the Conversion Right and specifying the total number of Shares Holder will purchase pursuant to such conversion.</P>
<P ALIGN="JUSTIFY">1.3 <U>Payment of Taxes</U>. The Company shall pay all documentary stamp taxes, if any, attributable to the issuance of the Warrant and the Shares; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in (a) the issuance of any Warrant in the name other than Holder or (b) the issue of any certificates for Shares in a name other than that of Holder upon exercise of the Warrant, or any portion thereof, and the Company shall not be required to issue or deliver such certificates unless and until the persons requesting the issuance thereof have paid to the Company the amount of such tax or shall have established to the reasonable satisfaction of the Company that such tax has been paid. </P>
<P ALIGN="JUSTIFY">1.4 <U>Fractional Shares</U>. The Company shall not be required upon any exercise of this Warrant to issue a certificate representing any fraction of a Share. If any fraction of a Share would, but for this Section, be issuable upon final exercise of this Warrant (and after aggregating all Warrants presented for exercise by the Holder), in lieu of such fractional share, the Company shall purchase from the Holder any fractional Shares created as a result of such final exercise by cash payment to the Holder in an amount equal to the same fraction of its Fair Market Value per Share as of the date of exercise.</P>
<P ALIGN="JUSTIFY">1.5 <U>Fair Market Value</U>. "Fair Market Value" shall have the meaning as set forth in this Section 1.5. If the Shares are traded regularly in a public market, the Fair Market Value of the Shares shall be the average closing sale price of the Shares (or the closing sale price of the Company's stock into which the Shares are convertible) reported on the principal stock exchange or other trading system on which the Shares are traded for the five (5) Business Days ending one Business Day before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine Fair Market Value in its reasonable good faith judgment. The foregoing notwithstanding, if Holder advises the Board of Directors in writing that Holder disagrees with such determination, then the Company and Holder shall promptly agree upon a reputable investment banking firm to undertake such valuation. All such fees and expenses shal
l be paid by Holder. With respect to this Section 1.5, the Fair Market Value of the Shares shall be determined without regard to (v) any discount on the basis of minority interest, (w) any restrictions on transfer of the Common Stock under applicable securities laws or otherwise, (x) any agreement or document prohibiting or restricting the payment of dividends or stock or option repurchases, and (y) any lack of marketability or liquidity of the Common Stock (as opposed to the marketability or liquidity of the entire Company). </P>
<P ALIGN="JUSTIFY">1.6 <U>Delivery of Certificate</U>. Promptly after Holder exercises or converts this Warrant, the Company shall deliver to Holder certificates for the number of fully paid and non-assessable Shares acquired in the name of Holder or its designee(s). Notwithstanding any provision herein to the contrary, the delivery to the Company of this Warrant and the Notice of Exercise provided in Section 1.1 shall confer upon the Holder immediate voting rights in respect of the Warrant Shares acquired in connection therewith.</P>
<P ALIGN="JUSTIFY">1.7 <U>Replacement of Warrants</U>. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation, or surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant a new warrant which shall in all respects be identical to this Warrant.</P>
<P ALIGN="JUSTIFY">1.8 <U>Valid Issuance</U>. All Shares issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued, fully paid and nonassessable, shall be issued without violation of any preemptive or similar rights of any third parties, and shall be free and clear of any and all liens, encumbrances, claims and restrictions whatsoever, other than restrictions on transfer pursuant to applicable federal and state securities laws.</P></DIR>
</DIR>

<P>ARTICLE 2. <U>ADJUSTMENTS TO THE SHARES </P><DIR>
<DIR>

</U><P ALIGN="JUSTIFY">2.1 <U>Dividends, Subdivisions and Combinations</U>. If the Company, at any time and from time to time, (i)&nbsp;declares or distributes to all the holders of its Common Stock, a dividend payable in, or other distribution of, additional shares of Common Stock or Common Stock Equivalents (other than Common Stock or Common Stock Equivalents issued under and pursuant to any current or future Stock Option of Stock Incentive Plan of the Company), (ii)&nbsp;splits or subdivides its outstanding shares of Common Stock into a greater number of shares of Common Stock or Common Stock Equivalents, or (iii)&nbsp;combines its outstanding shares of Common Stock into a smaller number of shares of Common Stock or Common Stock Equivalents, then, in each such case, the Warrant Number shall be adjusted to equal the product of the Warrant Number in effect immediately prior to the adjustment multiplied by a fraction the numerator of which is equal to the number of shares of Common Stock outstanding immediat
ely after such adjustment and the denominator of which is equal to the number of shares of Common Stock outstanding immediately prior to the adjustment, and the Warrant Price shall be adjusted pursuant to Section&nbsp;2.5.</P>
<P ALIGN="JUSTIFY">2.2 <A NAME="_Toc191404780"><U>Redemptions or Other Acquisitions of Common Stock</U>.</A> If the Company makes any redemptions, purchases or other acquisitions of Common Stock or Common Stock equivalents from all holders thereof, the Holder shall promptly receive the cash, stock, securities or property to which the Holder would have been entitled by way of redemption, purchase or other acquisition if the Holder had exercised this Warrant for the full amount of Shares then issuable upon such exercise immediately prior to such redemption, purchase or other acquisition and such redemption, purchase or other acquisition had been consummated on a pro rata basis among all holders of Common Stock (after giving effect to such exercise of the Warrant).<A NAME="_Toc503168579"><A NAME="_Ref517585527"><A NAME="_Toc517610777"><A NAME="_Toc517611351"><A NAME="_Ref517649298"><A NAME="_Ref189057879"><A NAME="_Ref189058220"><A NAME="_Toc191404781"></P>
<P ALIGN="JUSTIFY">2.3 <U>Reorganization, Reclassification, Merger, Consolidation, or Disposition of Assets</A></A></A></A></U>. If the Company reorganizes its capital, reclassifies its capital stock, merges or consolidates with or into another person or entity (where the Company is not the surviving person or entity or where there is any change whatsoever in, or distribution with respect to, the Outstanding Common Stock of the Company, other than a change in par value), or sells, transfers or otherwise disposes of all or substantially all of the assets of the Company and its subsidiaries, on a consolidated basis, to another person or entity and, pursuant to the terms of such reorganization, reclassification, merger, consolidation, or disposition of assets, cash, securities or property are to be received by or distributed to the holders of Common Stock of the Company who are holders immediately prior to such transaction, then the Holder shall have the right thereafter to receive, provided Holder exercises th
is Warrant within thirty (30) days of completion of such transaction, the cash, securities or property receivable by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In the case of any such reorganization, reclassification, merger, consolidation or disposition of assets, any successor or acquiring person or entity (other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities of the Company hereunder and, upon the Holder tendering this Warrant for cancellation, shall issue a replacement Warrant containing substantially the same provisions as this Warrant, but containing appropriate changes due to such event (such as changes to the name of the issuing company and equitable changes to the Warrant Number due to the occurrence of such event). The foregoing provisions of t
his Section&nbsp;2.3 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or dispositions of assets.</P>
<P ALIGN="JUSTIFY"><A NAME="_Ref517651030"><A NAME="_Toc191404782">2.4 <U>Dissolution, Liquidation and Winding Up</A></A></U>. In case the Company, at any time prior to the exercise in full of this Warrant, dissolves, liquidates or winds up its affairs, the Holder shall have the right to receive upon exercise of this Warrant, in lieu of the shares of Common Stock that such Holder would have been entitled to receive, the same kind and amount of assets as would have been issued, distributed or paid to such Holder upon any such dissolution, liquidation or winding up with respect to such shares of Common Stock had such Holder been the holder of record of such shares of Common Stock receivable upon the exercise of this Warrant on the record date for the determination of those persons entitled to receive any such liquidating distribution, <U>provided</U>, <U>however</U>, that the Holder shall not in any case be required to assume or be obligated in respect of any liabilities of the Company.<A NAME="_Ref517648932">
<A NAME="_Ref189057911"><A NAME="_Ref189058005"><A NAME="_Toc191404784"></P>
<P ALIGN="JUSTIFY">2.5 <A NAME="_Ref517649254"><A NAME="_Toc191404785"></A></A></A></A></A></A></A></A><U>Adjustment of Warrant Price</A></A></U>. Upon any adjustment of the Warrant Number as provided in Section 2.1, the Warrant Price shall be adjusted to be equal to the product of (i)&nbsp;the Warrant Price in effect immediately prior to such adjustment multiplied by (ii) the quotient of the Warrant Number in effect immediately prior to such adjustment divided by the Warrant Number in effect immediately after such adjustment.</P>
<P ALIGN="JUSTIFY"><A NAME="_Toc191404786">2.6 <U>Determination of Adjustments</A></U>.</P>
<P ALIGN="JUSTIFY">(a)&#9;Upon any event that shall require an adjustment pursuant to this Article 2, the Company shall promptly calculate such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth, in reasonable detail, such adjustment, the method of calculation thereof and the facts upon which such adjustment is based, including a statement of (i)&nbsp;the number of shares of Outstanding Common Stock and (ii)&nbsp;the Warrant Number, both as in effect immediately prior to such adjustment and as adjusted on account thereof. The Company shall promptly mail a copy of each such certificate to the Holder. In the event that the Holder objects to the computation of such adjustment prepared by the Company within 20 Business Days after receipt thereof, Fair Market Value per Share shall be determined pursuant to the procedures set forth in Section 1.5. The Company shall keep at its principal office copies of all such certificates and cause the same to be available for inspec
tion at such office during normal business hours by the Holder or any prospective transferee hereof designated by the Holder.</P>
<P ALIGN="JUSTIFY">(b)&#9;The following additional provisions shall be applicable to the adjustments provided for pursuant to this Article 2:</P><DIR>
<DIR>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">(1) <U>When Adjustments to be Made</U>. The adjustments required by this Article 2 shall be made whenever and as often as any specified event requiring such an adjustment shall occur and shall be effective (A)&nbsp;in the case of any dividend or distribution of Common Stock to the holders of Common Stock, immediately after the close of business on the date such dividend or distribution is actually made by the Company, and (B)&nbsp;in the case of any other specified event, at the close of business on the date of such specified event.</P>
<P ALIGN="JUSTIFY">(2) <U>Certain Limitations</U>. Notwithstanding anything herein to the contrary, the Company agrees not to adjust upward the par value per share of its Common Stock and not to enter into any transaction that, by reason of any adjustment hereunder, would cause the Warrant Price per Share to be less than the par value per share of its Common Stock.</P></DIR>
</DIR>
</DIR>
</DIR>

<P ALIGN="JUSTIFY">2.7 <U>Treasury Shares</U>. For the purposes of this Article 2, the number of Shares at any time outstanding shall not include the Shares held in the treasury of the Company.</P>
<P ALIGN="JUSTIFY">2.8 <U>No Impairment</U>. The Company shall at all times in good faith assist in carrying out all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder's rights under this Warrant.</P></DIR>
</DIR>

<P ALIGN="JUSTIFY">ARTICLE 3. <U>REPRESENTATIONS AND COVENANTS OF THE COMPANY</P><DIR>
<DIR>

</U><P>3.1 <U>Representations and Warranties</U>. The Company hereby represents and warrants to Holder as follows:</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">(a)&#9;Reservation of Shares. The Company shall, at all times, reserve and keep available out of its authorized and unissued Common Stock or out of shares of its treasury stock, solely for the purpose of issue upon exercise of the purchase rights evidenced by this Warrant, free from preemptive rights, the number of Shares for which this Warrant can be exercised.</P>
<P ALIGN="JUSTIFY">(b)&#9;All Shares which may be issued upon the exercise of the purchase right represented by this Warrant, shall, upon issuance and payment therefor pursuant to the terms hereof, be duly authorized, validly issued, fully paid and non-assessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws or any liens or encumbrances imposed by the Holder on the Shares. If any shares of Common Stock required to be reserved for the purposes of exercise of this Warrant require registration with or approval of any governmental authority applicable to the Company under any federal or state law (other than federal and state securities laws) before such Shares may be issued upon exercise of this Warrant, the Company shall, at its expense and as expeditiously as possible, take commercially reasonable actions to cause any such shares to be duly registered or approved, as the case may be.</P>
<P ALIGN="JUSTIFY">(c)&#9;The Company shall, at all times, act in good faith to assist in the carrying out of all of the provisions of this Warrant and in taking all other commercially reasonable action that may be necessary in order to protect the rights of Holder as set forth in this Warrant.</P>
<P ALIGN="JUSTIFY">(d)&#9; Maintenance of Office. The Company shall maintain an office where presentation of this Warrant may be made. The Company shall give notice, in writing, to Holder of each change in the location of such office.</P></DIR>
</DIR>

<P ALIGN="JUSTIFY">3.2 <U>Notice of Certain Events</U>. If the Company proposes at any time (a) to offer for subscription pro rata to the holders of any class or series of its stock any additional shares of stock of other rights; (b) to effect any reclassification or recapitalization of Common Stock; (c) to merge or consolidate with or into any other corporation, or sell, lease, license, or convey all or substantially all of its assets, or to liquidate, dissolve or wind up; (d) offer holders of registration rights the opportunity to participate in an underwritten public offering of the Company's securities for cash; (e) to amend its Charter or Bylaws; of (f) to issue any Common Stock or Common Stock Equivalents other than an Exempt Issuance; then, in connection with each such event, the Company shall give Holder (1) at least 20 days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of Common S
tock will be entitled thereto) or for determining rights to vote, if any, the matters referred to in (c) and (d) above; (2) in the case of the matters referred to in (c) and (d) above at least 20 days prior written notice of the date when the same will take place (and specifying the date on which the holders of Common Stock will be entitled to exchange their Common Stock for securities or other property deliverable upon the occurrence of such event); and (3) in the case of the matter referred to in (e) above, the same notice as is given to the holders of such registration rights.</P>
<P ALIGN="JUSTIFY">3.3 <U>Information Rights</U>. So long as Holder holds this Warrant and/or any of the Shares, but in no event, later than the Expiration Date, the Company shall deliver to Holder promptly after mailing, copies of all communiques, information, reports, and documents sent to the shareholders of the Company which are not filed by the Company with the SEC, and, in the event the Company is no longer a reporting company under the Securities Exchange Act of 1934 and subject to the EDGAR reporting system the Company shall deliver to Holder: (i) within ninety (90) days after the end of each fiscal year of the Company (or such later date as such financial statements become available) the annual audited financial statements of the Company certified by independent public accountants and (c) within forty-five (45) days after the end of each of the first three quarters of each fiscal year(or such later date as such financial statements become available), the Company's quarterly, unaudited financial stat
ements.</P>
<P ALIGN="JUSTIFY">3.4 <U>Registration Under Securities Act of 1933, as amended</U>. The Company agrees that the Shares shall be subject to the registration rights set forth on Exhibit A.</P></DIR>
</DIR>

<P>ARTICLE 4. <U>MISCELLANEOUS</P><DIR>
<DIR>

</U><P ALIGN="JUSTIFY">4.1 <U>Term; Notice of Expiration</U>. This Warrant is exercisable as provided in Section 1.1 above at any time and from time to time on or before the Expiration Date set forth above. </P>
<P ALIGN="JUSTIFY">4.2 <U>Legend</U>. This Warrant and the Shares shall be imprinted with a legend in substantially the following form:</P><DIR>

<P ALIGN="JUSTIFY">THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED .</P></DIR>

<P ALIGN="JUSTIFY">4.3 <U>Compliance with Securities Laws on Transfer</U>. This Warrant and the Shares issuable upon exercise of this Warrant may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company). The Company shall not require Holder to provide an opinion of counsel if (a) the transfer of the Warrant or Shares is to an affiliate of Holder provided that (i) the Holder provides the Company with such information that it reasonably requests in order to determine that such proposed transfer complies with applicable federal and state securities laws and (ii) counsel for the Company does not advise the Company that such opinion is necessary to determine compliance with applicable federal and state securities laws, or (b) if the Holder provides the Company with information
 reasonably acceptable to the Company's counsel that demonstrates that Holder has complied with Rule 144 of the Securities Act of 1933 in connection with any such transfer. </P>
<P ALIGN="JUSTIFY">4.4 <U>Investment Representation and Legend</U>. The Registered Holder, by acceptance of this Warrant, represents and warrants to the Company that the holder is acquiring the Warrant for its own account for investment purposes and not with a view toward the distribution thereof. Unless the offering and sale of the Shares to be issued upon the particular exercise of the Warrant shall have been effectively registered under the Securities Act of 1933, the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the Registered Holder who exercises the Warrant shall provide the Company with such information that it may reasonably request to satisfy itself that the issuance of the Shares upon exercise of the Warrant complies with an applicable federal and state securities laws . the person acquiring such Shares shall be bound by the provisions of a legend, substantially as follows, which shall be endorsed upon the certificate(s) evidencing the Shares iss
ued pursuant to such exercise:</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">"The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). Such shares may not be sold, transferred or otherwise disposed of unless they have first been registered under the Act or, unless, in the opinion of counsel satisfactory to the Company's counsel, such registration is not required."</P></DIR>
</DIR>

<P ALIGN="JUSTIFY">4.5 <U>Transfer Procedure</U>. Subject to the provisions of Section 4.3, Holder may transfer all or part of this Warrant by giving the Company notice of the Warrant being transferred setting forth the name, address and taxpayer identification number of the transferee and surrendering this Warrant to the Company for reissuance to the transferee(s). The Company shall have the right to refuse to transfer this Warrant to any person who directly competes with the Company. Any transfer of this Warrant shall be registered on the books of the Company maintained for such purpose. Upon such transfer, the Company shall execute and deliver a new Warrant or Warrants in the name of the transferee and in the denominations specified in such notice, and shall issue to the Holder a new Warrant evidencing the portion of this Warrant not so assigned, if any, and this Warrant shall promptly be cancelled.</P>
<P ALIGN="JUSTIFY">4.6 <U>Notices</U>. All notices and other communications from the Company to Holder, or vice versa, shall be deemed delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or Holder, as the case may be, in writing by the Company or such Holder from time to time.</P>
<P ALIGN="JUSTIFY">4.7 <U>Waiver</U>. This Warrant and any term hereof may not be changed, waived, discharged or terminated, except by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.</P>
<P ALIGN="JUSTIFY">4.8 <U>Attorneys' Fees</U>. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys' fees.</P>
<P ALIGN="JUSTIFY">4.9 <U>Governing Law</U>. This Warrant shall be governed by and construed in accordance with the laws of New York, without giving effect to its principles of conflicts of law.</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P></DIR>
</DIR>

<P ALIGN="CENTER"> [THIS SPACE INTENTIONALLY LEFT BLANK]</P><DIR>
<DIR>

<P ALIGN="JUSTIFY"><A NAME="_Toc191404803"></P>
<P ALIGN="JUSTIFY">4.10 <U>Limitation of Liability</A></U>. No provision hereof and no enumeration herein of the rights or privileges of the Holder shall give rise to (i)&nbsp;any liability of such Holder for the purchase price of any Warrant Shares or as a stockholder of the Company, except upon proper exercise of the Warrant by the Holder, or (ii)&nbsp;any other liability of the Holder, whether such liability is asserted by the Company or by creditors of the Company.</P>
<P>&nbsp;</P><DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>

<P>HUDSON TECHNOLOGIES, INC.</P>
<P>&nbsp;</P>
<P>By: <U>/s/ Brian F. Coleman&#9;&#9;</P>
</U><P>Name:&#9;Brian F. Coleman</P>
<P>Title:&#9;President</P>
<P ALIGN="CENTER">&nbsp;</P></DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<P ALIGN="CENTER">APPENDIX I</P>
<U><P ALIGN="CENTER">DEFINITIONS</P><DIR>
<DIR>

</U><P>"<U>Acceleration Event</U>" means the earliest to occur of (i) a material breach of this Warrant by Company, (ii) an Event of Default, and (iii) a Termination Date, where "Event of Default" and "Termination Date" shall be as defined under that certain Amended and Restated Loan Agreement between Holder and Company dated June 26, 2007, as subsequently amended on or about the date hereof to add Bridge Healthcare Finance, LLC.</P>
<P ALIGN="JUSTIFY">"<U>Business Day</U>" means any day other than a Saturday or Sunday, a legal holiday or a day on which commercial banks in New York are authorized or required by law to be closed.</P>
<P ALIGN="JUSTIFY">"<U>Common Stock</U>" means the capital stock of the Company, however designated, that is not limited as to the amount of dividends, or that is not limited as to the amount of distributions upon liquidation or dissolution of the Company.</P>
<P ALIGN="JUSTIFY">"<U>Common Stock Equivalents</U>" means any evidences of indebtedness, shares of stock or other securities (including without limitation the Warrants) that are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, shares of Common Stock, and any options, warrants or other securities or rights to subscribe for, purchase or otherwise acquire shares of Common Stock or any of the foregoing, in each case whether or not immediately exercisable.</P>
<P ALIGN="JUSTIFY">"<U>Exempt Issuance</U>" means (i)&nbsp;any issuance of Common Stock for which an adjustment to the Warrant Number has been made under Sections 2.1, 2.2 or 2.3, (ii)&nbsp;the issuance of any Common Stock upon the exercise of Common Stock Equivalents (including without limitation the issuance of Shares upon exercise of any Warrant); and (iii) the issuance of any Common Stock or Common Stock Equivalents under and pursuant to any of the Company's current or future Stock Option Plan or Stock Incentive Plan</P>
<P ALIGN="JUSTIFY">"<U>Outstanding Common Stock</U>" means, at any date of determination, the sum of all shares of Common Stock issued and outstanding at such date.</P>
<P ALIGN="JUSTIFY">"<U>Subsequent Issuance</U>" means any sale or issuance by the Company of Common Stock or Common Stock Equivalents after the Issue Date.</P></DIR>
</DIR>

<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="CENTER">APPENDIX II</P>
<P ALIGN="CENTER"><BR>
<U>NOTICE OF EXERCISE</P>
</U><P ALIGN="JUSTIFY">&nbsp;</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">1.&#9;The undersigned hereby elects to purchase ___ shares of the Common Stock of issuable pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full.</P>
<P ALIGN="JUSTIFY">2.&#9;The undersigned hereby elects to convert the attached Warrant into _____ number of Shares in the manner specified in the Warrant. This conversion is exercised with respect to _____ Shares covered by the Warrant. The undersigned tenders herewith payment in full of the purchase price of such shares purchased. </P>
<P ALIGN="JUSTIFY">[Strike paragraph that does not apply.]</P>
<P ALIGN="JUSTIFY">3.&#9;In lieu of exercising the attached Warrant for cash or by check, the undersigned hereby elects to effect the exercise by surrender of the Warrant pursuant to the provisions of Section 1.2 of the Warrant and receive_______(leave blank if you choose alternative no. 1 or no. 2 above) shares of Common Stock pursuant to the terms of this Warrant. (Initial here if the undersigned elects this alternative:_____ </P>
<P ALIGN="JUSTIFY">4.&#9;Please issue a certificate or certificates representing said shares in the name of the undersigned or in such other name as is specified below.</P>
<P ALIGN="JUSTIFY">____________________________</P>
<P ALIGN="JUSTIFY">____________________________</P>
<P ALIGN="JUSTIFY">____________________________</P>
<P ALIGN="JUSTIFY">5.&#9;The undersigned Holder, in connection with the exercise of the attached Warrant, represents to Hudson Technologies, Inc. ("Company") that as follows:</P><DIR>
<DIR>

<P>A. It is acquiring the Shares issuable upon exercise of the Warrant solely for its own account and not as a nominee for any other party and not with a view toward the resale or distribution thereof except in compliance with applicable securities laws.</P>
<P>B. The Holder understand and agrees that the Shares may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Securities Act of 1933 and in compliance with the applicable securities laws of any state or other jurisdiction, or pursuant to an opinion of counsel satisfactory to the Company that such registration is not required and such compliance has been obtained. </P>
<P>C. The Holder understands that the Shares are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act of 1933 and equivalent state securities and "blue sky" laws, and that the Company is relying upon the accuracy of, and the compliance by the Holder with its, his or her representations and warranties set forth herein, in determining the availability of such exemption and the eligibility of the Holder to acquire the Shares.</P>
<P>D. The Holder acknowledges that the Holder or its representative has had access to the reports and other documents filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, and that has been given an opportunity to ask questions of, and to receive answers from, the Company's management personnel concerning the Company's business and the Shares. The Holder has been provided access to all materials relating to the business, financial position and results of operations of the Company, and all other materials requested by the Holder or its representative to enable him to make an informed investment decision with respect to the acquisition of the Shares. </P>
<P>E. The Holder or its representative has such knowledge and experience in financial and business matters that Holder or such representative is capable of evaluating the merits and risks of an investment in the Shares. </P>
<P>F. The Holder understands that an investment in the Shares involves a high degree of risk, and has the financial ability to bear the economic risk of this investment in the Shares, including a complete loss of such investment. The Holder has no need for liquidity with respect to this investment.</P>
<P>G. If the Holder is an entity, the undersigned is duly authorized to execute this notice on behalf of the Holder.</P><DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>

<P>HOLDER:</P>
<P>____________________________</P>
<P>Date:_______________</P>
<P>Signature:____________________</P>
<P>Name:</P>
<P>Title:</P></DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<P>Address:______________________</P>
<P>____________________________</P>
<P>____________________________</P>
<P>(Signature)</P>
<P>____________________________</P>
<P>(Date)</P>
<P>&nbsp;</P>
<P ALIGN="CENTER">APPENDIX III</P>
<P ALIGN="CENTER">&nbsp;</P>
<U><P ALIGN="CENTER">CONVERSION NOTICE</P>
</U><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">See Appendix II</P>
<P ALIGN="CENTER">&nbsp;</P>
<P>&nbsp;</P>
<U><P ALIGN="CENTER">EXHIBIT A</P>
</U><P ALIGN="CENTER"><BR>
<U>Registration Rights</P>
</U><P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">Holder shall have the following Registration Rights relating to Shares held by Holder pursuant to exercise of this Warrant ("Holder Shares").</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">(1)&#9;<U>Registration</U>. If the Company at any time proposes for any reason to register authorized but unissued shares of Common Stock held by the Company in its treasury (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) ("Primary Shares") or shares issued to _____________ ("Registrable Shares") under the Securities Act (defined below) (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto), it shall promptly give written notice to Holder of its intention to so register the Primary Shares or Registrable Shares and, upon the written request, given within 20 days after delivery of any such notice by the Company, of Holder to include in such registration Holder Shares (which request shall specify the number of Holder Shares proposed to be included in such registration), the Company shall use commercially reasonable efforts to cause all such Holder Shares to be included in such registrati
on on the same terms and conditions as the securities otherwise being sold in such registration; <U>provided</U>, <U>however</U>, that if the managing underwriter advises the Company that the inclusion of all of the Primary Shares, Holder Shares and other unregistered shares ("Other Shares") proposed to be included in such registration would interfere with the successful marketing (including pricing) of Primary Shares or Registrable Shares proposed to be registered by the Company, then the number of Primary Shares, Registrable Shares, Holder Shares and Other Shares proposed to be included in such registration shall be included in the following order:</P>
<P ALIGN="JUSTIFY">(i)&#9;<U>first,</U> the Primary Shares;</P>
<P ALIGN="JUSTIFY">(ii)&#9;<U>second,</U> the Registrable Shares; and</P>
<P ALIGN="JUSTIFY">(iii)&#9;<U>third</U>, the Holder Shares and Other Shares.</P></DIR>
</DIR>

<P ALIGN="JUSTIFY">Notwithstanding anything to the contrary, the Holder Shares shall cease to be Registrable Shares and the Company shall have no obligation to register the Holder Shares if (i) the Holder Shares are publicly sold; (ii) the Holder Shares may be publicly sold under Rule 144 of the Securities Act of 1933, as amended ("Securities Act") or any successor rule, without regard to volume limitation or (iii) the Holder Shares cease to be outstanding.</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">(2)&#9;<U>Expenses</U>. With respect to each registration effected, all fees, costs and expenses of and incidental to such registration and the public offering in connection therewith shall be borne by the Company; <U>provided</U>, however, that the Holder participating in any such registration shall bear the underwriting discounts, selling commissions and all costs or expenses of any counsel or other advisor to the Holder, attributable to the Holder Shares sold in such public offering.</P>
<P ALIGN="JUSTIFY">(3)&#9;<U>Indemnification and Contribution</U>.</P>
<P ALIGN="JUSTIFY">(a)&#9;To the fullest extent permitted by law, the Company will indemnify and hold harmless Holder and any underwriter (as defined in the Securities Act ) acting for Holder, and any person who controls such Holder or such underwriter within the meaning of the Securities Act, from and against, and will reimburse Holder and each such underwriter and controlling person with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and expenses to which Holder or any such underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or expenses arise out of or<SUP>.</SUP> are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, any prospectus contained therein or any amendment or supplement thereto in which shares of the Holder are included pursuant to this Agreement, or arise out of or are b
ased upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rule or regulation under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with such registration; provided, however, that the Company will not be liable: (i) if corrected information is contained in a supplement to or an amendment to any such prospectus that was delivered to but not used by Holder; (ii) if Holder was required to deliver a prospectus and failed to do so; (iii) if the Holder was advised by the Company that the prospectus should no longer be used or (iv) in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost or expense is caused by an untrue statement or alleged untrue statement or omission or alleged omission so made in reliance upon and in strict conformity with informa
tion furnished by Holder, such underwriter or such controlling person in writing specifically for use in the preparation thereof. </P>
<P ALIGN="JUSTIFY">(b)&#9;If shares of Holder are included in a registration statement pursuant to this Agreement, Holder will indemnify and hold harmless the Company from and against, and will reimburse the Company with respect to, any and all losses, damages, liabilities, costs or expenses to which the Company may become subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue or alleged untrue statement of any material fact contained therein or any amendment or supplement thereto, or are caused by the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in reliance upon and in strict conformity with written information furnished
 by Holder specifically for use in the preparation thereof.</P>
<P ALIGN="JUSTIFY">(c)&#9;Promptly after receipt by a party to be indemnified pursuant to the provisions of paragraph (a) or (b) (an indemnified party) of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of paragraph (a) or (b), notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to an indemnified party otherwise than under the provisions of this paragraph and shall not relieve the indemnifying party from liability under the provisions of this paragraph unless such indemnifying party is prejudiced by such omission. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in and, to the ex
tent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of such paragraphs (a) and (b) for any legal or other expense subsequently incurred by indemnified party in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall be liable to an indemnified patty for any settlement of any action or claim without the consent of the indemnifying party; no indemnifying party may unreasonably withhold its consent to any such settlement. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnifi
ed party of a release from all liability in respect to such claim or litigation.</P>
<P ALIGN="JUSTIFY">(4)&#9;<U>Lock-Up Agreement</U>. In consideration of the assumption by the Company of its obligations hereunder, Holder agrees in connection with any registration of the Company's securities that, upon the request of the Company or the underwriter or any underwritten offering of the Company's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days) from the effective date of such registration as the Company or the underwriters may reasonably specify.</P>
<P ALIGN="JUSTIFY">(5) &#9;<U>Duty to Provide Information</U>.&#9;In connection with any registration of Holder Shares, Holder shall provide to the Company such information as reasonably required by the Company to complete such registration and. any obligation of the Company under this Agreement to register the Registrable Securities shall be conditioned upon the Company's receipt of such information from the Holder. </P></DIR>
</DIR>
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<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>10
<FILENAME>form8k_042208-ex109.htm
<DESCRIPTION>EXHIBIT 10.9
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 10.9</TITLE>
</HEAD>
<BODY LINK="#0000ff" VLINK="#800080">

<P ALIGN="CENTER">Exhibit 10.9</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="CENTER">WARRANT TO PURCHASE COMMON STOCK</P>
<P>Corporation: &#9;&#9;&#9;Hudson Technologies, Inc.</P>
<P>Number of Shares: &#9;&#9;33,333</P>
<P>Class of Stock:&#9;&#9;Common Stock</P>
<P>Initial Exercise Price: &#9;&#9;$1.88 per share</P>
<P>Issue Date: &#9;&#9;&#9;April 17, 2008</P>
<P>Expiration Date:&#9;&#9;April 17, 2013</P>
<P ALIGN="JUSTIFY">THIS WARRANT CERTIFIES THAT, in consideration of the payment of $1.00 and for other good and valuable consideration, the receipt of which is hereby acknowledged, Bridge Healthcare Finance, LLC or registered assignee ("Holder") is entitled to purchase the number (subject to adjustment hereunder, the "Warrant Number") of fully paid and non-assessable shares of the Common Stock (the "Shares") of Hudson Technologies, Inc. (the "Company") at the Initial Exercise Price per Share of $1.88 (the "Warrant Price") all as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth on this Warrant. For purposes of this Warrant, except as the context may otherwise require and in addition to other capitalized terms defined elsewhere herein, capitalized terms used herein shall have the meanings set forth in Appendix I.</P>
<P>ARTICLE 1. <U>EXERCISE</P><DIR>
<DIR>

</U><P ALIGN="JUSTIFY">1.1 <U>Method of Exercise</U>. From and after each date set forth in the Vesting Table ("Vesting Table") below, Holder may exercise this Warrant in respect of the number of Shares equal to the product of the Warrant Number multiplied by the percentage listed opposite each such date (the "Exercise Percentage"), in whole or in part, at any time and from time to time prior to the expiration date referred to above (the "Expiration Date") by delivering this Warrant and a duly executed Notice of Exercise in substantially the form attached as Appendix II to the principal office of the Company located at P.O. Box 1541, One Blue Hill Plaza, 14<SUP>th</SUP> Floor, Pearl River, NY, 10965, or such other office as the Company shall advise Holder, as herein provided. Unless Holder is exercising the conversion right set forth in Section 1.2, Holder shall also deliver to the Company a check for the aggregate Warrant Price for the Shares being purchased. In the event the Warrant is not exercised in ful
l, the Company, at its expense, shall forthwith issue and deliver to or upon the order of Holder a new Warrant which shall in all respects be identical to this Warrant in the name of Holder or as Holder may request, calling in the aggregate on the face thereof for the number of Shares equal to (i) the Warrant Number minus (ii) the number of Shares for which this Warrant shall have been exercised. From and after the occurrence of an Acceleration Event, the Exercise Percentage shall be deemed to equal 100% for each date listed in the Vesting Table.</P></DIR>
</DIR>

<B><U><P ALIGN="CENTER">Vesting Table</P></B></U>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=0 WIDTH=389>
<TR><TD WIDTH="53%" VALIGN="BOTTOM" HEIGHT=17>
<P>Date</TD>
<TD WIDTH="47%" VALIGN="BOTTOM" HEIGHT=17>
<P ALIGN="JUSTIFY">Exercise Percentage</TD>
</TR>
<TR><TD WIDTH="53%" VALIGN="BOTTOM" HEIGHT=17>
<P>30-Jun-08</TD>
<TD WIDTH="47%" VALIGN="BOTTOM" HEIGHT=17>
<P ALIGN="JUSTIFY">8.33% </TD>
</TR>
<TR><TD WIDTH="53%" VALIGN="BOTTOM" HEIGHT=17>
<P>30-Sep-08</TD>
<TD WIDTH="47%" VALIGN="BOTTOM" HEIGHT=17>
<P ALIGN="JUSTIFY">16.67%</TD>
</TR>
<TR><TD WIDTH="53%" VALIGN="BOTTOM" HEIGHT=17>
<P>31-Dec-08</TD>
<TD WIDTH="47%" VALIGN="BOTTOM" HEIGHT=17>
<P ALIGN="JUSTIFY">25.00%</TD>
</TR>
<TR><TD WIDTH="53%" VALIGN="BOTTOM" HEIGHT=17>
<P>31-Mar-09</TD>
<TD WIDTH="47%" VALIGN="BOTTOM" HEIGHT=17>
<P ALIGN="JUSTIFY">33.34%</TD>
</TR>
<TR><TD WIDTH="53%" VALIGN="BOTTOM" HEIGHT=17>
<P>30-Jun-09</TD>
<TD WIDTH="47%" VALIGN="BOTTOM" HEIGHT=17>
<P ALIGN="JUSTIFY">41.67%</TD>
</TR>
<TR><TD WIDTH="53%" VALIGN="BOTTOM" HEIGHT=17>
<P>30-Sep-09</TD>
<TD WIDTH="47%" VALIGN="BOTTOM" HEIGHT=17>
<P ALIGN="JUSTIFY">50.00%</TD>
</TR>
<TR><TD WIDTH="53%" VALIGN="BOTTOM" HEIGHT=17>
<P>31-Dec-09</TD>
<TD WIDTH="47%" VALIGN="BOTTOM" HEIGHT=17>
<P ALIGN="JUSTIFY">58.34%</TD>
</TR>
<TR><TD WIDTH="53%" VALIGN="BOTTOM" HEIGHT=17>
<P>31-Mar-10</TD>
<TD WIDTH="47%" VALIGN="BOTTOM" HEIGHT=17>
<P ALIGN="JUSTIFY">66.67%</TD>
</TR>
<TR><TD WIDTH="53%" VALIGN="BOTTOM" HEIGHT=17>
<P>30-Jun-10</TD>
<TD WIDTH="47%" VALIGN="BOTTOM" HEIGHT=17>
<P ALIGN="JUSTIFY">75.01%</TD>
</TR>
<TR><TD WIDTH="53%" VALIGN="BOTTOM" HEIGHT=17>
<P>30-Sep-10</TD>
<TD WIDTH="47%" VALIGN="BOTTOM" HEIGHT=17>
<P ALIGN="JUSTIFY">83.34%</TD>
</TR>
<TR><TD WIDTH="53%" VALIGN="BOTTOM" HEIGHT=17>
<P>31-Dec-10</TD>
<TD WIDTH="47%" VALIGN="BOTTOM" HEIGHT=17>
<P ALIGN="JUSTIFY">91.67%</TD>
</TR>
<TR><TD WIDTH="53%" VALIGN="BOTTOM" HEIGHT=17>
<P>31-Mar-11</TD>
<TD WIDTH="47%" VALIGN="BOTTOM" HEIGHT=17>
<P ALIGN="JUSTIFY">100%</TD>
</TR>
</TABLE>
</CENTER></P>

<P ALIGN="CENTER">&nbsp;</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">1.2 <U>Conversion Right</U>. (a) In lieu of exercising this Warrant as specified in Section 1.1, Holder may from time to time convert this Warrant (the "Conversion Right"), in whole or in part, into a number of Shares determined by dividing (a) the aggregate Fair Market Value of the Shares or other securities otherwise issuable upon exercise of this Warrant in full or such part of this Warrant minus the aggregate Warrant Price of such Shares by (b) the Fair Market Value of one Share. The Fair Market Value of the Shares shall be determined pursuant to Section 1.5. The Conversion Right may be exercised by Holder at any time, or from time to time, prior to the Expiration Date, on any Business Day by delivering a written notice (the "Conversion Notice") in the form attached as Appendix III to the Company at its principal office exercising the Conversion Right and specifying the total number of Shares Holder will purchase pursuant to such conversion.</P>
<P ALIGN="JUSTIFY">1.3 <U>Payment of Taxes</U>. The Company shall pay all documentary stamp taxes, if any, attributable to the issuance of the Warrant and the Shares; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in (a) the issuance of any Warrant in the name other than Holder or (b) the issue of any certificates for Shares in a name other than that of Holder upon exercise of the Warrant, or any portion thereof, and the Company shall not be required to issue or deliver such certificates unless and until the persons requesting the issuance thereof have paid to the Company the amount of such tax or shall have established to the reasonable satisfaction of the Company that such tax has been paid. </P>
<P ALIGN="JUSTIFY">1.4 <U>Fractional Shares</U>. The Company shall not be required upon any exercise of this Warrant to issue a certificate representing any fraction of a Share. If any fraction of a Share would, but for this Section, be issuable upon final exercise of this Warrant (and after aggregating all Warrants presented for exercise by the Holder), in lieu of such fractional share, the Company shall purchase from the Holder any fractional Shares created as a result of such final exercise by cash payment to the Holder in an amount equal to the same fraction of its Fair Market Value per Share as of the date of exercise.</P>
<P ALIGN="JUSTIFY">1.5 <U>Fair Market Value</U>. "Fair Market Value" shall have the meaning as set forth in this Section 1.5. If the Shares are traded regularly in a public market, the Fair Market Value of the Shares shall be the average closing sale price of the Shares (or the closing sale price of the Company's stock into which the Shares are convertible) reported on the principal stock exchange or other trading system on which the Shares are traded for the five (5) Business Days ending one Business Day before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine Fair Market Value in its reasonable good faith judgment. The foregoing notwithstanding, if Holder advises the Board of Directors in writing that Holder disagrees with such determination, then the Company and Holder shall promptly agree upon a reputable investment banking firm to undertake such valuation. All such fees and expenses shal
l be paid by Holder. With respect to this Section 1.5, the Fair Market Value of the Shares shall be determined without regard to (v) any discount on the basis of minority interest, (w) any restrictions on transfer of the Common Stock under applicable securities laws or otherwise, (x) any agreement or document prohibiting or restricting the payment of dividends or stock or option repurchases, and (y) any lack of marketability or liquidity of the Common Stock (as opposed to the marketability or liquidity of the entire Company). </P>
<P ALIGN="JUSTIFY">1.6 <U>Delivery of Certificate</U>. Promptly after Holder exercises or converts this Warrant, the Company shall deliver to Holder certificates for the number of fully paid and non-assessable Shares acquired in the name of Holder or its designee(s). Notwithstanding any provision herein to the contrary, the delivery to the Company of this Warrant and the Notice of Exercise provided in Section 1.1 shall confer upon the Holder immediate voting rights in respect of the Warrant Shares acquired in connection therewith.</P>
<P ALIGN="JUSTIFY">1.7 <U>Replacement of Warrants</U>. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation, or surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant a new warrant which shall in all respects be identical to this Warrant.</P>
<P ALIGN="JUSTIFY">1.8 <U>Valid Issuance</U>. All Shares issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued, fully paid and nonassessable, shall be issued without violation of any preemptive or similar rights of any third parties, and shall be free and clear of any and all liens, encumbrances, claims and restrictions whatsoever, other than restrictions on transfer pursuant to applicable federal and state securities laws.</P></DIR>
</DIR>

<P>ARTICLE 2. <U>ADJUSTMENTS TO THE SHARES </P><DIR>
<DIR>

</U><P ALIGN="JUSTIFY">2.1 <U>Dividends, Subdivisions and Combinations</U>. If the Company, at any time and from time to time, (i)&nbsp;declares or distributes to all the holders of its Common Stock, a dividend payable in, or other distribution of, additional shares of Common Stock or Common Stock Equivalents (other than Common Stock or Common Stock Equivalents issued under and pursuant to any current or future Stock Option of Stock Incentive Plan of the Company) , (ii)&nbsp;splits or subdivides its outstanding shares of Common Stock into a greater number of shares of Common Stock or Common Stock Equivalents, or (iii)&nbsp;combines its outstanding shares of Common Stock into a smaller number of shares of Common Stock or Common Stock Equivalents, then, in each such case, the Warrant Number shall be adjusted to equal the product of the Warrant Number in effect immediately prior to the adjustment multiplied by a fraction the numerator of which is equal to the number of shares of Common Stock outstanding immedia
tely after such adjustment and the denominator of which is equal to the number of shares of Common Stock outstanding immediately prior to the adjustment, and the Warrant Price shall be adjusted pursuant to Section&nbsp;2.5.</P>
<P ALIGN="JUSTIFY">2.2 <A NAME="_Toc191404780"><U>Redemptions or Other Acquisitions of Common Stock</U>.</A> If the Company makes any redemptions, purchases or other acquisitions of Common Stock or Common Stock equivalents from all holders thereof, the Holder shall promptly receive the cash, stock, securities or property to which the Holder would have been entitled by way of redemption, purchase or other acquisition if the Holder had exercised this Warrant for the full amount of Shares then issuable upon such exercise immediately prior to such redemption, purchase or other acquisition and such redemption, purchase or other acquisition had been consummated on a pro rata basis among all holders of Common Stock (after giving effect to such exercise of the Warrant).<A NAME="_Toc517611351"><A NAME="_Toc517610777"><A NAME="_Ref517585527"><A NAME="_Toc503168579"><A NAME="_Toc191404781"><A NAME="_Ref189058220"><A NAME="_Ref189057879"><A NAME="_Ref517649298"></P>
<P ALIGN="JUSTIFY">2.3 <U>Reorganization, Reclassification, Merger, Consolidation, or Disposition of Assets</A></A></A></A></U>. If the Company reorganizes its capital, reclassifies its capital stock, merges or consolidates with or into another person or entity (where the Company is not the surviving person or entity or where there is any change whatsoever in, or distribution with respect to, the Outstanding Common Stock of the Company, other than a change in par value), or sells, transfers or otherwise disposes of all or substantially all of the assets of the Company and its subsidiaries, on a consolidated basis, to another person or entity and, pursuant to the terms of such reorganization, reclassification, merger, consolidation, or disposition of assets, cash, securities or property are to be received by or distributed to the holders of Common Stock of the Company who are holders immediately prior to such transaction, then the Holder shall have the right thereafter to receive, provided Holder exercises th
is Warrant within thirty (30) days of completion of such transaction, the cash, securities or property receivable by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In the case of any such reorganization, reclassification, merger, consolidation or disposition of assets, any successor or acquiring person or entity (other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities of the Company hereunder and, upon the Holder tendering this Warrant for cancellation, shall issue a replacement Warrant containing substantially the same provisions as this Warrant, but containing appropriate changes due to such event (such as changes to the name of the issuing company and equitable changes to the Warrant Number due to the occurrence of such event). The foregoing provisions of t
his Section&nbsp;2.3 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or dispositions of assets.</P>
<P ALIGN="JUSTIFY"><A NAME="_Toc191404782"><A NAME="_Ref517651030">2.4 <U>Dissolution, Liquidation and Winding Up</A></A></U>. In case the Company, at any time prior to the exercise in full of this Warrant, dissolves, liquidates or winds up its affairs, the Holder shall have the right to receive upon exercise of this Warrant, in lieu of the shares of Common Stock that such Holder would have been entitled to receive, the same kind and amount of assets as would have been issued, distributed or paid to such Holder upon any such dissolution, liquidation or winding up with respect to such shares of Common Stock had such Holder been the holder of record of such shares of Common Stock receivable upon the exercise of this Warrant on the record date for the determination of those persons entitled to receive any such liquidating distribution, <U>provided</U>, <U>however</U>, that the Holder shall not in any case be required to assume or be obligated in respect of any liabilities of the Company.<A NAME="_Toc191404784">
<A NAME="_Ref189058005"><A NAME="_Ref189057911"><A NAME="_Ref517648932"></P>
<P ALIGN="JUSTIFY">2.5 <A NAME="_Toc191404785"><A NAME="_Ref517649254"></A></A></A></A></A></A></A></A><U>Adjustment of Warrant Price</A></A></U>. Upon any adjustment of the Warrant Number as provided in Section 2.1, the Warrant Price shall be adjusted to be equal to the product of (i)&nbsp;the Warrant Price in effect immediately prior to such adjustment multiplied by (ii) the quotient of the Warrant Number in effect immediately prior to such adjustment divided by the Warrant Number in effect immediately after such adjustment.</P>
<P ALIGN="JUSTIFY"><A NAME="_Toc191404786">2.6 <U>Determination of Adjustments</A></U>.</P>
<P ALIGN="JUSTIFY">(a)&#9;Upon any event that shall require an adjustment pursuant to this Article 2, the Company shall promptly calculate such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth, in reasonable detail, such adjustment, the method of calculation thereof and the facts upon which such adjustment is based, including a statement of (i)&nbsp;the number of shares of Outstanding Common Stock and (ii)&nbsp;the Warrant Number, both as in effect immediately prior to such adjustment and as adjusted on account thereof. The Company shall promptly mail a copy of each such certificate to the Holder. In the event that the Holder objects to the computation of such adjustment prepared by the Company within 20 Business Days after receipt thereof, Fair Market Value per Share shall be determined pursuant to the procedures set forth in Section 1.5. The Company shall keep at its principal office copies of all such certificates and cause the same to be available for inspec
tion at such office during normal business hours by the Holder or any prospective transferee hereof designated by the Holder.</P>
<P ALIGN="JUSTIFY">(b)&#9;The following additional provisions shall be applicable to the adjustments provided for pursuant to this Article 2:</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">(1) <U>When Adjustments to be Made</U>. The adjustments required by this Article 2 shall be made whenever and as often as any specified event requiring such an adjustment shall occur and shall be effective (A)&nbsp;in the case of any dividend or distribution of Common Stock to the holders of Common Stock, immediately after the close of business on the date such dividend or distribution is actually made by the Company, and (B)&nbsp;in the case of any other specified event, at the close of business on the date of such specified event.</P>
<P ALIGN="JUSTIFY">(2) <U>Certain Limitations</U>. Notwithstanding anything herein to the contrary, the Company agrees not to adjust upward the par value per share of its Common Stock and not to enter into any transaction that, by reason of any adjustment hereunder, would cause the Warrant Price per Share to be less than the par value per share of its Common Stock.</P></DIR>
</DIR>

<P ALIGN="JUSTIFY">2.7 <U>Treasury Shares</U>. For the purposes of this Article 2, the number of Shares at any time outstanding shall not include the Shares held in the treasury of the Company.</P>
<P ALIGN="JUSTIFY">2.8 <U>No Impairment</U>. The Company shall at all times in good faith assist in carrying out all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder's rights under this Warrant.</P></DIR>
</DIR>

<P ALIGN="JUSTIFY">ARTICLE 3. <U>REPRESENTATIONS AND COVENANTS OF THE COMPANY</P><DIR>
<DIR>

</U><P>3.1 <U>Representations and Warranties</U>. The Company hereby represents and warrants to Holder as follows:</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">(a) Reservation of Shares. The Company shall, at all times, reserve and keep available out of its authorized and unissued Common Stock or out of shares of its treasury stock, solely for the purpose of issue upon exercise of the purchase rights evidenced by this Warrant, free from preemptive rights, the number of Shares for which this Warrant can be exercised.</P>
<P ALIGN="JUSTIFY">(b) All Shares which may be issued upon the exercise of the purchase right represented by this Warrant, shall, upon issuance and payment therefor pursuant to the terms hereof, be duly authorized, validly issued, fully paid and non-assessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws or any liens or encumbrances imposed by the Holder on the Shares. If any shares of Common Stock required to be reserved for the purposes of exercise of this Warrant require registration with or approval of any governmental authority applicable to the Company under any federal or state law (other than federal and state securities laws) before such Shares may be issued upon exercise of this Warrant, the Company shall, at its expense and as expeditiously as possible, take commercially reasonable actions to cause any such shares to be duly registered or approved, as the case may be.</P>
<P ALIGN="JUSTIFY">(c) The Company shall, at all times, act in good faith to assist in the carrying out of all of the provisions of this Warrant and in taking all other commercially reasonable action that may be necessary in order to protect the rights of Holder as set forth in this Warrant.</P>
<P ALIGN="JUSTIFY">(d) Maintenance of Office. The Company shall maintain an office where presentation of this Warrant may be made. The Company shall give notice, in writing, to Holder of each change in the location of such office.</P></DIR>
</DIR>

<P ALIGN="JUSTIFY">3.2 <U>Notice of Certain Events</U>. If the Company proposes at any time (a) to offer for subscription pro rata to the holders of any class or series of its stock any additional shares of stock of other rights; (b) to effect any reclassification or recapitalization of Common Stock; (c) to merge or consolidate with or into any other corporation, or sell, lease, license, or convey all or substantially all of its assets, or to liquidate, dissolve or wind up; (d) offer holders of registration rights the opportunity to participate in an underwritten public offering of the Company's securities for cash; (e) to amend its Charter or Bylaws; of (f) to issue any Common Stock or Common Stock Equivalents other than an Exempt Issuance; then, in connection with each such event, the Company shall give Holder (1) at least 20 days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of Common S
tock will be entitled thereto) or for determining rights to vote, if any, the matters referred to in (c) and (d) above; (2) in the case of the matters referred to in (c) and (d) above at least 20 days prior written notice of the date when the same will take place (and specifying the date on which the holders of Common Stock will be entitled to exchange their Common Stock for securities or other property deliverable upon the occurrence of such event); and (3) in the case of the matter referred to in (e) above, the same notice as is given to the holders of such registration rights.</P>
<P ALIGN="JUSTIFY">3.3 <U>Information Rights</U>. So long as Holder holds this Warrant and/or any of the Shares, but in no event, later than the Expiration Date, the Company shall deliver to Holder promptly after mailing, copies of all communiques, information, reports, and documents sent to the shareholders of the Company which are not filed by the Company with the SEC, and, in the event the Company is no longer a reporting company under the Securities Exchange Act of 1934 and subject to the EDGAR reporting system the Company shall deliver to Holder: (i) within ninety (90) days after the end of each fiscal year of the Company (or such later date as such financial statements become available) the annual audited financial statements of the Company certified by independent public accountants and (c) within forty-five (45) days after the end of each of the first three quarters of each fiscal year(or such later date as such financial statements become available), the Company's quarterly, unaudited financial stat
ements.</P>
<P ALIGN="JUSTIFY">3.4 <U>Registration Under Securities Act of 1933, as amended</U>. The Company agrees that the Shares shall be subject to the registration rights set forth on Exhibit A.</P></DIR>
</DIR>

<P>ARTICLE 4. <U>MISCELLANEOUS</P><DIR>
<DIR>

</U><P ALIGN="JUSTIFY">4.1 <U>Term; Notice of Expiration</U>. This Warrant is exercisable as provided in Section 1.1 above at any time and from time to time on or before the Expiration Date set forth above. </P>
<P ALIGN="JUSTIFY">4.2 <U>Legend</U>. This Warrant and the Shares shall be imprinted with a legend in substantially the following form:</P><DIR>

<P ALIGN="JUSTIFY">THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED .</P></DIR>

<P ALIGN="JUSTIFY">4.3 <U>Compliance with Securities Laws on Transfer</U>. This Warrant and the Shares issuable upon exercise of this Warrant may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company). The Company shall not require Holder to provide an opinion of counsel if (a) the transfer of the Warrant or Shares is to an affiliate of Holder provided that (i) the Holder provides the Company with such information that it reasonably requests in order to determine that such proposed transfer complies with applicable federal and state securities laws and (ii) counsel for the Company does not advise the Company that such opinion is necessary to determine compliance with applicable federal and state securities laws, or (b) if the Holder provides the Company with information
 reasonably acceptable to the Company's counsel that demonstrates that Holder has complied with Rule 144 of the Securities Act of 1933 in connection with any such transfer. </P>
<P ALIGN="JUSTIFY">4.4 <U>Investment Representation and Legend</U>. The Registered Holder, by acceptance of this Warrant, represents and warrants to the Company that the holder is acquiring the Warrant for its own account for investment purposes and not with a view toward the distribution thereof. Unless the offering and sale of the Shares to be issued upon the particular exercise of the Warrant shall have been effectively registered under the Securities Act of 1933, the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the Registered Holder who exercises the Warrant shall provide the Company with such information that it may reasonably request to satisfy itself that the issuance of the Shares upon exercise of the Warrant complies with an applicable federal and state securities laws . the person acquiring such Shares shall be bound by the provisions of a legend, substantially as follows, which shall be endorsed upon the certificate(s) evidencing the Shares iss
ued pursuant to such exercise:</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">"The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). Such shares may not be sold, transferred or otherwise disposed of unless they have first been registered under the Act or, unless, in the opinion of counsel satisfactory to the Company's counsel, such registration is not required."</P></DIR>
</DIR>

<P ALIGN="JUSTIFY">4.5 <U>Transfer Procedure</U>. Subject to the provisions of Section 4.3, Holder may transfer all or part of this Warrant by giving the Company notice of the Warrant being transferred setting forth the name, address and taxpayer identification number of the transferee and surrendering this Warrant to the Company for reissuance to the transferee(s). The Company shall have the right to refuse to transfer this Warrant to any person who directly competes with the Company. Any transfer of this Warrant shall be registered on the books of the Company maintained for such purpose. Upon such transfer, the Company shall execute and deliver a new Warrant or Warrants in the name of the transferee and in the denominations specified in such notice, and shall issue to the Holder a new Warrant evidencing the portion of this Warrant not so assigned, if any, and this Warrant shall promptly be cancelled.</P>
<P ALIGN="JUSTIFY">4.6 <U>Notices</U>. All notices and other communications from the Company to Holder, or vice versa, shall be deemed delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or Holder, as the case may be, in writing by the Company or such Holder from time to time.</P>
<P ALIGN="JUSTIFY">4.7 <U>Waiver</U>. This Warrant and any term hereof may not be changed, waived, discharged or terminated, except by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.</P>
<P ALIGN="JUSTIFY">4.8 <U>Attorneys' Fees</U>. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys' fees.</P>
<P ALIGN="JUSTIFY">4.9 <U>Governing Law</U>. This Warrant shall be governed by and construed in accordance with the laws of New York, without giving effect to its principles of conflicts of law.</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P></DIR>
</DIR>

<P ALIGN="CENTER">[THIS SPACE INTENTIONALLY LEFT BLANK]</P><DIR>
<DIR>

<P ALIGN="JUSTIFY"><A NAME="_Toc191404803">4.10 <U>Limitation of Liability</A></U>. No provision hereof and no enumeration herein of the rights or privileges of the Holder shall give rise to (i)&nbsp;any liability of such Holder for the purchase price of any Warrant Shares or as a stockholder of the Company, except upon proper exercise of the Warrant by the Holder, or (ii)&nbsp;any other liability of the Holder, whether such liability is asserted by the Company or by creditors of the Company.</P></DIR>
</DIR>

<P>&nbsp;</P><DIR>
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<P>HUDSON TECHNOLOGIES, INC.</P>
<P>&nbsp;</P>
<P>By: <U>/s/ Brian F. Coleman&#9;&#9;</P>
</U><P>Name:&#9;Brian F. Coleman</P>
<P>Title:&#9;President</P>
<P ALIGN="CENTER">&nbsp;</P></DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<P ALIGN="CENTER">APPENDIX I</P>
<U><P ALIGN="CENTER">DEFINITIONS</P><DIR>
<DIR>

</U><P>"<U>Acceleration Event</U>" means the earliest to occur of (i) a material breach of this Warrant by Company, (ii) an Event of Default, and (iii) a Termination Date, where "Event of Default" and "Termination Date" shall be as defined under that certain Amended and Restated Loan Agreement between Keltic Financial Partners, LP and Company dated June 26, 2007, as subsequently amended on or about the date hereof to add Holder.</P>
<P ALIGN="JUSTIFY">"<U>Business Day</U>" means any day other than a Saturday or Sunday, a legal holiday or a day on which commercial banks in New York are authorized or required by law to be closed.</P>
<P ALIGN="JUSTIFY">"<U>Common Stock</U>" means the capital stock of the Company, however designated, that is not limited as to the amount of dividends, or that is not limited as to the amount of distributions upon liquidation or dissolution of the Company.</P>
<P ALIGN="JUSTIFY">"<U>Common Stock Equivalents</U>" means any evidences of indebtedness, shares of stock or other securities (including without limitation the Warrants) that are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, shares of Common Stock, and any options, warrants or other securities or rights to subscribe for, purchase or otherwise acquire shares of Common Stock or any of the foregoing, in each case whether or not immediately exercisable.</P>
<P ALIGN="JUSTIFY">"<U>Exempt Issuance</U>" means (i)&nbsp;any issuance of Common Stock for which an adjustment to the Warrant Number has been made under Sections 2.1, 2.2 or 2.3, (ii)&nbsp;the issuance of any Common Stock upon the exercise of Common Stock Equivalents (including without limitation the issuance of Shares upon exercise of any Warrant); and (iii) the issuance of any Common Stock or Common Stock Equivalents under and pursuant to any of the Company's current or future Stock Option Plan or Stock Incentive Plan</P>
<P ALIGN="JUSTIFY">"<U>Outstanding Common Stock</U>" means, at any date of determination, the sum of all shares of Common Stock issued and outstanding at such date.</P>
<P ALIGN="JUSTIFY">"<U>Subsequent Issuance</U>" means any sale or issuance by the Company of Common Stock or Common Stock Equivalents after the Issue Date.</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P></DIR>
</DIR>

<P ALIGN="CENTER">APPENDIX II</P>
<P ALIGN="CENTER">&nbsp;</P>
<U><P ALIGN="CENTER">NOTICE OF EXERCISE</P>
</U><P ALIGN="JUSTIFY">&nbsp;</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">1.&#9;The undersigned hereby elects to purchase ___ shares of the Common Stock of issuable pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full.</P>
<P ALIGN="JUSTIFY">2.&#9;The undersigned hereby elects to convert the attached Warrant into _____ number of Shares in the manner specified in the Warrant. This conversion is exercised with respect to _____ Shares covered by the Warrant. The undersigned tenders herewith payment in full of the purchase price of such shares purchased. </P></DIR>
</DIR>

<P ALIGN="JUSTIFY">[Strike paragraph that does not apply.]</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">3.&#9;In lieu of exercising the attached Warrant for cash or by check, the undersigned hereby elects to effect the exercise by surrender of the Warrant pursuant to the provisions of Section 1.2 of the Warrant and receive_______(leave blank if you choose alternative no. 1 or no. 2 above) shares of Common Stock pursuant to the terms of this Warrant. (Initial here if the undersigned elects this alternative:_____ </P>
<P ALIGN="JUSTIFY">4.&#9;Please issue a certificate or certificates representing said shares in the name of the undersigned or in such other name as is specified below.</P></DIR>
</DIR>

<P>____________________________</P>
<P>____________________________</P>
<P>____________________________</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">5.&#9;The undersigned Holder, in connection with the exercise of the attached Warrant, represents to Hudson Technologies, Inc. ("Company") that as follows:</P><DIR>
<DIR>

<P>A. It is acquiring the Shares issuable upon exercise of the Warrant solely for its own account and not as a nominee for any other party and not with a view toward the resale or distribution thereof except in compliance with applicable securities laws.</P>
<P>B. The Holder understand and agrees that the Shares may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Securities Act of 1933 and in compliance with the applicable securities laws of any state or other jurisdiction, or pursuant to an opinion of counsel satisfactory to the Company that such registration is not required and such compliance has been obtained. </P>
<P>C. The Holder understands that the Shares are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act of 1933 and equivalent state securities and "blue sky" laws, and that the Company is relying upon the accuracy of, and the compliance by the Holder with its, his or her representations and warranties set forth herein, in determining the availability of such exemption and the eligibility of the Holder to acquire the Shares.</P>
<P>D. The Holder acknowledges that the Holder or its representative has had access to the reports and other documents filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, and that has been given an opportunity to ask questions of, and to receive answers from, the Company's management personnel concerning the Company's business and the Shares. The Holder has been provided access to all materials relating to the business, financial position and results of operations of the Company, and all other materials requested by the Holder or its representative to enable him to make an informed investment decision with respect to the acquisition of the Shares. </P>
<P>E. The Holder or its representative has such knowledge and experience in financial and business matters that Holder or such representative is capable of evaluating the merits and risks of an investment in the Shares. </P>
<P>F. The Holder understands that an investment in the Shares involves a high degree of risk, and has the financial ability to bear the economic risk of this investment in the Shares, including a complete loss of such investment. The Holder has no need for liquidity with respect to this investment.</P>
<P>G. If the Holder is an entity, the undersigned is duly authorized to execute this notice on behalf of the Holder.</P><DIR>
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<DIR>

<P>HOLDER:</P>
<P>____________________________</P>
<P>Date:_______________</P>
<P>Signature:____________________</P>
<P>Name:</P>
<P>Title:</P></DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<P>Address:______________________</P>
<P>____________________________</P>
<P>____________________________</P>
<P>(Signature)</P>
<P>____________________________</P>
<P>(Date)</P>
<P>&nbsp;</P>
<P ALIGN="CENTER">APPENDIX III</P>
<P ALIGN="CENTER">&nbsp;</P>
<U><P ALIGN="CENTER">CONVERSION NOTICE</P>
</U><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">See Appendix II</P>
<P ALIGN="CENTER">&nbsp;</P>
<U><P ALIGN="CENTER">EXHIBIT A</P>
<P ALIGN="CENTER">Registration Rights</P>
</U><P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">Holder shall have the following Registration Rights relating to Shares held by Holder pursuant to exercise of this Warrant ("Holder Shares").</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">(1)&#9;<U>Registration</U>. If the Company at any time proposes for any reason to register authorized but unissued shares of Common Stock held by the Company in its treasury (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) ("Primary Shares") or shares issued to ___________ ("Registrable Shares") under the Securities Act (defined below) (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto), it shall promptly give written notice to Holder of its intention to so register the Primary Shares or Registrable Shares and, upon the written request, given within 20 days after delivery of any such notice by the Company, of Holder to include in such registration Holder Shares (which request shall specify the number of Holder Shares proposed to be included in such registration), the Company shall use commercially reasonable efforts to cause all such Holder Shares to be included in such registration
 on the same terms and conditions as the securities otherwise being sold in such registration; <U>provided</U>, <U>however</U>, that if the managing underwriter advises the Company that the inclusion of all of the Primary Shares, Holder Shares and other unregistered shares ("Other Shares") proposed to be included in such registration would interfere with the successful marketing (including pricing) of Primary Shares or Registrable Shares proposed to be registered by the Company, then the number of Primary Shares, Registrable Shares, Holder Shares and Other Shares proposed to be included in such registration shall be included in the following order:</P>
<P ALIGN="JUSTIFY">(i) <U>first,</U> the Primary Shares;</P>
<P ALIGN="JUSTIFY">(ii) <U>second,</U> the Registrable Shares; and</P>
<P ALIGN="JUSTIFY">(iii) <U>third</U>, the Holder Shares and Other Shares.</P></DIR>
</DIR>

<P ALIGN="JUSTIFY">Notwithstanding anything to the contrary, the Holder Shares shall cease to be Registrable Shares and the Company shall have no obligation to register the Holder Shares if (i) the Holder Shares are publicly sold; (ii) the Holder Shares may be publicly sold under Rule 144 of the Securities Act of 1933, as amended ("Securities Act") or any successor rule, without regard to volume limitation or (iii) the Holder Shares cease to be outstanding.</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">(2)&#9;<U>Expenses</U>. With respect to each registration effected, all fees, costs and expenses of and incidental to such registration and the public offering in connection therewith shall be borne by the Company; <U>provided</U>, however, that the Holder participating in any such registration shall bear the underwriting discounts, selling commissions and all costs or expenses of any counsel or other advisor to the Holder, attributable to the Holder Shares sold in such public offering.</P>
<P ALIGN="JUSTIFY">(3)&#9;<U>Indemnification and Contribution</U>.</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">(a)&#9;To the fullest extent permitted by law, the Company will indemnify and hold harmless Holder and any underwriter (as defined in the Securities Act ) acting for Holder, and any person who controls such Holder or such underwriter within the meaning of the Securities Act, from and against, and will reimburse Holder and each such underwriter and controlling person with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and expenses to which Holder or any such underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or expenses arise out of or<SUP>.</SUP> are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, any prospectus contained therein or any amendment or supplement thereto in which shares of the Holder are included pursuant to this Agreement, or arise out of or are b
ased upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rule or regulation under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with such registration; provided, however, that the Company will not be liable: (i) if corrected information is contained in a supplement to or an amendment to any such prospectus that was delivered to but not used by Holder; (ii) if Holder was required to deliver a prospectus and failed to do so; (iii) if the Holder was advised by the Company that the prospectus should no longer be used or (iv) in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost or expense is caused by an untrue statement or alleged untrue statement or omission or alleged omission so made in reliance upon and in strict conformity with informa
tion furnished by Holder, such underwriter or such controlling person in writing specifically for use in the preparation thereof. </P>
<P ALIGN="JUSTIFY">(b)&#9;If shares of Holder are included in a registration statement pursuant to this Agreement, Holder will indemnify and hold harmless the Company from and against, and will reimburse the Company with respect to, any and all losses, damages, liabilities, costs or expenses to which the Company may become subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue or alleged untrue statement of any material fact contained therein or any amendment or supplement thereto, or are caused by the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in reliance upon and in strict conformity with written information furnished
 by Holder specifically for use in the preparation thereof.</P>
<P ALIGN="JUSTIFY">(c)&#9;Promptly after receipt by a party to be indemnified pursuant to the provisions of paragraph (a) or (b) (an indemnified party) of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of paragraph (a) or (b), notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to an indemnified party otherwise than under the provisions of this paragraph and shall not relieve the indemnifying party from liability under the provisions of this paragraph unless such indemnifying party is prejudiced by such omission. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in and, to the ex
tent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of such paragraphs (a) and (b) for any legal or other expense subsequently incurred by indemnified party in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall be liable to an indemnified patty for any settlement of any action or claim without the consent of the indemnifying party; no indemnifying party may unreasonably withhold its consent to any such settlement. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnifi
ed party of a release from all liability in respect to such claim or litigation.</P></DIR>
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<P ALIGN="JUSTIFY">(4)&#9;<U>Lock-Up Agreement</U>. In consideration of the assumption by the Company of its obligations hereunder, Holder agrees in connection with any registration of the Company's securities that, upon the request of the Company or the underwriter or any underwritten offering of the Company's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days) from the effective date of such registration as the Company or the underwriters may reasonably specify.</P>
<P ALIGN="JUSTIFY">(5)&#9;<U>Duty to Provide Information</U>.&#9;In connection with any registration of Holder Shares, Holder shall provide to the Company such information as reasonably required by the Company to complete such registration and. any obligation of the Company under this Agreement to register the Registrable Securities shall be conditioned upon the Company's receipt of such information from the Holder. </P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P></DIR>
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