Exhibit 10.2
NOTE PURCHASE
AGREEMENT
Hudson Technologies, Inc.
PO Box 1541, One Blue Hill Plaza
Pearl River, NY 10965
Gentlemen:
This Agreement, dated March 19, 2009, sets forth the agreement
of Hudson Technologies, Inc. (the "Company") and Richard Parrillo
(the "Purchaser") with respect to the purchase by the Purchaser
from the Company of an aggregate of $1,000,000 principal amount of
a 10% Secured Subordinated Promissory Note (the "Note") for a
purchase price of $1,000,000.
The Company hereby agrees to sell to the Purchaser, and the
Purchaser hereby agrees to purchase from the Company, the principal
amount of the Note, the form of which is attached hereto as
Exhibit A
In order to induce the Company to sell the Note hereunder, the
Purchaser hereby represents and warrants to, and covenants with,
the Company as follows:
The Purchaser understands that (A) the transaction in which the
Company is selling and the Purchaser is acquiring the Note has not
been registered under the Securities Act of 1933, as amended (the
"Act"), or the securities laws of any state, based upon applicable
exemptions from such registration requirements; (B) the interest of
the Purchaser in the Note may not be sold or otherwise transferred
by the Purchaser unless the Note has been first registered under
the Act and any applicable state securities laws, or unless
exemptions from such registration provisions are available with
respect to said sale or transfer; and (C) the Company is under no
obligation to register the Note under the Act or any state
securities laws or to make any exemption from registration
available to the Purchaser;
The Purchaser is acquiring the Note solely for the account of
the Purchaser for investment purposes and not with a view to
distribution;
The Purchaser agrees that he will not sell, transfer,
hypothecate or otherwise dispose of any interest in the Note other
than pursuant to an effective registration statement under the Act
unless prior thereto the Company receives either an opinion of the
Company's counsel or counsel for the Purchaser reasonably
acceptable to the Company, in form and substance reasonably
acceptable to the Company, that the proposed transaction is exempt
from the registration provisions of the Act and the registration
provisions of all applicable state securities laws.
The Purchaser has such knowledge and experience in financial and
business matters that he is capable of evaluating the merits and
risks involved in the purchase of the Note;
The Purchaser represents that he is an "accredited investor" as
such term is defined in Rule 501 of Regulation D promulgated under
the Act;
The Purchaser has received or had access to and has reviewed the
Company's Annual Report on Form 10-K for the year ended December
31, 2008 and any Current Reports on Form 8-K filed by the Company
since December 31, 2008 and the Purchaser understands that, in
addition to the risks relating to the Company set forth in the
foregoing reports filed by the Company with the Securities and
Exchange Commission, an investment in the Note is subject to the
following additional risks:
o
the
offering price and other terms of the Note do not necessarily bear
any relationship to the value of the Company's assets, its net
worth and its results of operations or any other established
criteria of value.
o
Payment of principal and interest under the Note is subordinated
and subject to the prior rights of Keltic Financial Partners LP and
Bridge Healthcare Finance, LLC, (collectively, "Keltic") and to any
additional debt that the Company has issued or may issue that ranks
senior to the Notes. Right of payment of principal and interest
under the Note will rank pari passu with the holders of up to
$1,000,000 principal amount of additional Notes that the Company is
issuing on or about the date hereof and to any future Company debt
that ranks pari passu with the Notes. The security interest granted
to the Company to the Purchaser of the Notes pursuant to the
Security Agreement (as defined in the Notes) will be pari passu
with the holders of up to $1,000,000 principal amount of additional
Notes that the Company is issuing on or about the date hereof, but
will be subordinate to a first priority security interest held by
Keltic, a continuing security interest held by Busey Bank and
current security interests held by purchase money lenders with
respect to certain assets of the Company. The Company may also
issue additional debt after the date hereof that ranks senior to,
or pari passu with, the Notes.
o
the
Company may not be able to meet its obligations relating to the
Note.
The Purchaser has had a reasonable opportunity to ask questions
of and receive answers from the Company, or a person or persons
acting on behalf of the Company, concerning the Company and its
financial condition, and all such questions, if any, have been
answered to the full satisfaction of the Purchaser;
The Purchaser has full power and authority to execute and
deliver this Agreement and to perform the obligations of the
Purchaser hereunder, and this agreement is a legally binding
obligation of the Purchaser in accordance with its terms.
Except as otherwise provided herein, this Agreement shall be
binding upon and inure to the benefit of the parties and their
heirs, executors, administrators, successors, legal representatives
and assigns.
This Agreement and the documents referenced herein and in
Exhibit A attached hereto contain the entire agreement of the
parties and there are no representations, covenants or other
agreements except as stated or referred to herein and therein.
This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without giving effect to
conflicts of law principles.
This Agreement may only be modified by a written instrument
executed by the Purchaser and the Company.
All notices or other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered
personally or mailed by certified or registered mail, ret
