Common use of Restrictive Stock Legend Clause in Contracts

Restrictive Stock Legend. This Warrant and the Warrant Shares have not been registered under any securities laws. Accordingly, any stock certificates issued pursuant to the exercise of this Warrant shall (until receipt of an opinion of counsel that such legend is no longer necessary) bear the following legends: THIS WARRANT AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. THIS WARRANT (AND ANY SERIES C STOCK ISSUED UPON EXERCISE HEREOF) IS SUBJECT TO A STRICT LIMITATION ON ECONOMIC RETURN AS SET FORTH IN SECTION 1.6 EQUAL TO THREE (3) TIMES ITS APPLICABLE AGGREGATE EXERCISE OR CONVERSION PRICE. ANY TRANSFEREE OF THIS WARRANT (AND ANY SERIES C STOCK ISSUED UPON EXERCISE HEREOF) WILL BE SUBJECT TO THE SAME RESTRICTION AS THE INITIAL HOLDER AND MAY RECEIVE LESS THAN SUCH RETURN TO THE EXTENT THE TRANSFEROR RECEIVED ANY RETURN UNDER THIS WARRANT (AND ANY SERIES C STOCK ISSUED UPON EXERCISE HEREOF) PRIOR TO ITS TRANSFER.

Restrictive Stock Legend. This Warrant The Optionee hereby acknowledges that the Option Shares to be received upon exercise of this Option will be subject to transfer restrictions in accordance with federal and the Warrant Shares have not been registered under any state securities laws. Accordingly, any stock certificates issued pursuant Optionee hereby represents and warrants to the Company that the Optionee’s acquisition of the Option Shares upon exercise of this Warrant shall (until receipt Option will be made as principal for such Optionee’s own account and not for resale or distribution of an opinion of counsel such Option Shares. The Optionee further hereby agrees that such legend is no longer necessary) bear the following legendslegend may be placed upon any counterpart of this Agreement, the stock certificate, or any other document or instrument evidencing ownership of Option Shares: THE TRANSFERABILITY OF THE SHARES REPRESENTED BY THIS WARRANT CERTIFICATE IS RESTRICTED. SUCH SHARES MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH SHARES FOR ANY PURPOSES, UNLESS AND TO THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF HAVE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE STATE AND FEDERAL LAW AND TERMS OF THE COMPANY’S BYLAWS AND ANY SHAREHOLDERS’ AGREEMENTS CURRENTLY IN EFFECT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BEEN REGISTERED BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOUNDER APPLICABLE STATE SECURITIES LAWS, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. THIS WARRANT (ACT OF 1933, AS AMENDED, AND ANY SERIES C STOCK ISSUED UPON EXERCISE HEREOF) IS SUBJECT TO A STRICT LIMITATION ON ECONOMIC RETURN AS SET FORTH IN SECTION 1.6 EQUAL TO THREE (3) TIMES ITS UNDER APPLICABLE AGGREGATE EXERCISE OR CONVERSION PRICE. ANY TRANSFEREE OF THIS WARRANT (AND ANY SERIES C STOCK ISSUED UPON EXERCISE HEREOF) WILL BE SUBJECT TO THE SAME RESTRICTION AS THE INITIAL HOLDER AND MAY RECEIVE LESS THAN SUCH RETURN TO THE EXTENT THE TRANSFEROR RECEIVED ANY RETURN UNDER THIS WARRANT (AND ANY SERIES C STOCK ISSUED UPON EXERCISE HEREOF) PRIOR TO ITS TRANSFERSTATE SECURITIES LAWS.

Restrictive Stock Legend. This The number of units (each a "Unit" and collectively, the "Units") set forth on the signature page of this Subscription Agreement comprised of (i) one (1) share (each a "Share" and collectively, the "Shares") of the Common Stock, $0.01 par value per share ("Common Stock"), of Hydron Technologies, Inc., a New York corporation (the "Company"), and (ii) a Warrant to purchase one (1) share of Common Stock (each and "Warrant" and, collectively, the Warrant Shares have not been registered "Warrants") at any time or from time to time exercisable in whole or in part for a [five (5)] year period ending on the [fifth] anniversary of the date of this letter agreement at an exercise price of $1.00 per share, are subject to certain restrictions on transfer under any federal and applicable state securities lawslaw. AccordinglyCertificates evidencing Shares, any stock certificates Warrants and shares of Common Stock to be issued pursuant to the upon exercise of this Warrant the Warrants shall each bear one (until receipt if a U.S. subscriber) or both of an opinion of counsel that such legend is no longer necessary) bear the following legendsrestrictive legends with respect to such restrictions: THIS WARRANT AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOREGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS OR, OR IN CONNECTION WITHIF REASONABLY REQUESTED BY THE COMPANY, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED REQUIRED." NON-U.S. SUBSCRIBER: ------------------- THESE SECURITIES ARE BEING OFFERED IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATION S) UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE. THESE SECURITIES ARE SUBJECT RESTRICTIONS ON TRANSFER AND RESALE AND MY NOT BE OFFERED, TRANSFERRED OR RESOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIRMENTS OF THE SECURITIES ACT IS AVAILABLE. THIS WARRANT (AND ANY SERIES C STOCK ISSUED UPON EXERCISE HEREOF) IS SUBJECT TO SCHEDULE A STRICT LIMITATION ON ECONOMIC RETURN AS SET FORTH IN SECTION 1.6 EQUAL TO THREE (3) TIMES ITS APPLICABLE AGGREGATE EXERCISE OR CONVERSION PRICE. ANY TRANSFEREE OF THIS WARRANT (AND ANY SERIES C STOCK ISSUED UPON EXERCISE HEREOF) WILL BE SUBJECT TO THE SAME RESTRICTION AS THE INITIAL HOLDER AND MAY RECEIVE LESS THAN SUCH RETURN TO THE EXTENT THE TRANSFEROR RECEIVED ANY RETURN UNDER THIS WARRANT (AND ANY SERIES C STOCK ISSUED UPON EXERCISE HEREOF) PRIOR TO ITS TRANSFER.----------

Restrictive Stock Legend. This Warrant and the Warrant Shares have not been registered under any securities laws. Accordingly, any stock certificates issued pursuant to the exercise of this Warrant shall (until receipt of an opinion of counsel that such legend is no longer necessary) bear the following legends: THIS WARRANT AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. THIS WARRANT (AND ANY SERIES C D STOCK ISSUED UPON EXERCISE HEREOF) IS SUBJECT TO A STRICT LIMITATION ON ECONOMIC RETURN AS SET FORTH IN SECTION 1.6 EQUAL TO THREE (3) TIMES ITS APPLICABLE AGGREGATE EXERCISE OR CONVERSION PRICE. ANY TRANSFEREE OF THIS WARRANT (AND ANY SERIES C STOCK ISSUED UPON EXERCISE HEREOF) WILL BE SUBJECT TO THE SAME RESTRICTION AS THE INITIAL HOLDER AND MAY RECEIVE LESS THAN SUCH RETURN TO THE EXTENT THE TRANSFEROR RECEIVED ANY RETURN UNDER THIS WARRANT (AND ANY SERIES C STOCK ISSUED UPON EXERCISE HEREOF) PRIOR TO ITS TRANSFER.