0001169232-03-002893 Sample Contracts

Warrant for the Purchase of Shares of Common Stock
Warrant Agreement • April 15th, 2003 • Hudson Technologies Inc /Ny • Wholesale-machinery, equipment & supplies • New York

This Warrant may be exercised in whole or in part, at any time by its holder commencing on the Initial Exercise Date and prior to the Termination Date by presentation and surrender of this Warrant, together with the duly executed subscription form and representations and warranties attached at the end hereof, at the address set forth in Subsection 7(a) hereof, together with payment, by certified or official bank check or wire transfer payable to the order of the Company, of the product of (x) the Per Share Exercise Price multiplied by (y) the number of shares of Common Stock subject to (1) this Warrant or (2) the proportionate part thereof if exercised in part.

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INTEREST
10% Subordinated Convertible Note • April 15th, 2003 • Hudson Technologies Inc /Ny • Wholesale-machinery, equipment & supplies

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS. NO INTEREST IN THIS NOTE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE ACT WHERE THE HOLDER HAS FURNISHED TO THE COMPANY AN OPINION OF ITS COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE

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