Common use of Restrictive Stock Legend Clause in Contracts

Restrictive Stock Legend. 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 "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 federal and applicable state securities law. Certificates evidencing Shares, Warrants and shares of Common Stock to be issued upon exercise of the Warrants shall each bear one (if a U.S. subscriber) or both of the following restrictive legends with respect to such restrictions: "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 REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS OR, IF REASONABLY REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION OR QUALIFICATION IS NOT 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. SCHEDULE A ----------

Restrictive Stock Legend. The number of units (each a "Unit" This Warrant and collectivelythe Warrant Shares have not been registered under any securities laws. Accordingly, any stock certificates issued pursuant to the "Units") set forth on the signature page exercise of this Subscription Agreement comprised Warrant shall (until receipt of (ian opinion of counsel that such legend is no longer necessary) 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 "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 federal and applicable state securities law. Certificates evidencing Shares, Warrants and shares of Common Stock to be issued upon exercise of the Warrants shall each bear one (if a U.S. subscriber) or both of the following restrictive legends with respect to such restrictionslegends: "THESE SECURITIES 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 APPLICABLE STATE SECURITIES LAWSIN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THEY NO SUCH SALE OR DISTRIBUTION MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT AND REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS OR, IF REASONABLY REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION OR QUALIFICATION IS NOT 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 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 AN EXEMPTION FROM CONVERSION PRICE. ANY TRANSFEREE OF THIS WARRANT (AND ANY SERIES C STOCK ISSUED UPON EXERCISE HEREOF) WILL BE SUBJECT TO THE REGISTRATION REQUIRMENTS OF SAME RESTRICTION AS THE SECURITIES ACT IS AVAILABLE. SCHEDULE A ----------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. The number of units (each a "Unit" and collectively, Optionee hereby acknowledges that 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 "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 federal and applicable state securities law. Certificates evidencing Shares, Warrants and shares of Common Stock Option Shares to be issued received upon exercise of this Option will be subject to transfer restrictions in accordance with federal and state securities laws. Optionee hereby represents and warrants to the Warrants shall each bear one (if a U.S. subscriber) or both Company that the Optionee’s acquisition of the Option Shares upon exercise of this Option will be made as principal for such Optionee’s own account and not for resale or distribution of such Option Shares. The Optionee further hereby agrees that the following restrictive legends with respect to such restrictionslegend may be placed upon any counterpart of this Agreement, the stock certificate, or any other document or instrument evidencing ownership of Option Shares: "THESE SECURITIES HAVE THE TRANSFERABILITY OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH SHARES MAY NOT BEEN REGISTERED UNDER 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 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 ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THEY REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED TRANSFERRED IN THE ABSENCE OF A EITHER AN EFFECTIVE REGISTRATION IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS ORLAWS, IF REASONABLY REQUESTED BY THE COMPANY, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION OR QUALIFICATION IS NOT REQUIRED." NON-U.S. SUBSCRIBER: ------------------- THESE SECURITIES ARE BEING OFFERED IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATION S) UNLESS THE UNDER APPLICABLE STATE 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. SCHEDULE A ----------LAWS.

Restrictive Stock Legend. The number of units (each a "Unit" This Warrant and collectivelythe Warrant Shares have not been registered under any securities laws. Accordingly, any stock certificates issued pursuant to the "Units") set forth on the signature page exercise of this Subscription Agreement comprised Warrant shall (until receipt of (ian opinion of counsel that such legend is no longer necessary) 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 "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 federal and applicable state securities law. Certificates evidencing Shares, Warrants and shares of Common Stock to be issued upon exercise of the Warrants shall each bear one (if a U.S. subscriber) or both of the following restrictive legends with respect to such restrictionslegends: "THESE SECURITIES 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 APPLICABLE STATE SECURITIES LAWSIN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THEY NO SUCH SALE OR DISTRIBUTION MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT AND REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS OR, IF REASONABLY REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION OR QUALIFICATION IS NOT 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 REQUIRED UNDER THE SECURITIES ACT, . THIS WARRANT (AND ANY SERIES 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 AN EXEMPTION FROM CONVERSION PRICE. ANY TRANSFEREE OF THIS WARRANT (AND ANY SERIES C STOCK ISSUED UPON EXERCISE HEREOF) WILL BE SUBJECT TO THE REGISTRATION REQUIRMENTS OF SAME RESTRICTION AS THE SECURITIES ACT IS AVAILABLE. SCHEDULE A ----------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.