LLC Buy Sell Agreement

EXHIBIT 10.5

BUY-SELL AGREEMENT

This BUY-SELL AGREEMENT (as the same may be amended, modified and waived from time to time, this “ Agreement ”) is entered into as of October 1, 2008 (the “ Effective Date ”) by and among HYDRON TECHNOLOGIES, INC. , a New York corporation (“ Hydron ”), BRAND BUILDERS INTERNATIONAL, LLC , a Delaware limited liability company (“ Harezi ”), and BRAND BUILDERS RX, LLC , a Delaware limited liability company (the “ Company ”).

W I T N E S S E T H :

WHEREAS , Hydron and Harezi have entered into that certain Capital Contribution and Joint Venture Agreement dated as of October 1, 2008 (the “ Contribution Agreement ”);

WHEREAS , following the Closing (as defined below), each of Hydron and Harezi will own 50% of the issued and outstanding membership interests of the Company; and

WHEREAS , it is a condition precedent to the Closing that each of Hydron, Harezi and the Company (each, a “ Party ” and collectively, the “ Parties ”) shall have entered into this Agreement.

NOW, THEREFORE , in consideration of the premises and of the mutual covenants and agreements herein contained, the Parties agree as follows:

SECTION 1.

DEFINED TERMS; CONSTRUCTION

1.1         Defined Terms . As used in this Agreement the following terms shall have the following meanings:

“ Affiliate ” means with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise.

“ Agreement ” has the meaning provided in the introductory paragraph.

“ Business Day ” means a day, other than a Saturday or a Sunday, on which banks are open for business in the State of Florida.

“ Buyout Price ” means, as to a Selling Member, a cash amount equal to the product obtained by multiplying (a) the Offer Price and (b) the Selling Member’s Percentage Interest.

“ Closing ” has the meaning provided in the Contribution Agreement.

“ Closing Date ” means October 1, 2008.

“ Come-Along Price ” means, as to any Non-Selling Member, a cash amount equal to the product obtained by multiplying (a) the Offer Price and (b) the Non-Selling Member’s Percentage Interest.

“ Come-Along Right ” has the meaning provided in Section 3.3.

“ Company ” has the meaning provided in the introductory paragraph.

“ Contribution Agreement ” has the meaning provided in the first WHEREAS paragraph.

“ Drag-Along Price ” means, as to any Non-Selling Member, a cash amount equal to the product obtained by multiplying (a) the Offer Price and (b) the Non-Selling Member’s Percentage Interest.

“ Drag-Along Right ” has the meaning provided in Section 3.4.

“ Effective Date ” has the meaning provided in the introductory paragraph.

“ Exercise Period ” has the meaning provided in Section 3.2(b).

“ GAAP ” means the generally accepted accounting principles as in effect from time to time in the United States, consistently applied.

“ Harezi ” has the meaning provided in the introductory paragraph.

“ Hydron ” has the meaning provided in the introductory paragraph.

“ LLC Agreement ” means the Limited Liability Company Agreement of the Company dated as of the date hereof, as amended from time to time.

“ License Agreement ” means that certain License Agreement between Hydron and the Company.

“ Members ” means the Parties (excluding the Company) and any Person who acquires any Membership Interests pursuant to Section 3 or otherwise in accordance with this Agreement.

“ Membership Interests ” means the issued and outstanding membership interests of the Company.

“ Non-Selling Member ” has the meaning provided in Section 3.2(a).

“ Notice of Exercise ” has the meaning provided in Section 3.2(b).

“ Notice of Sale ” has the meaning provided in Section 3.2(a).

“ Offer Price ” means the amount to be paid by the Third Party for the purchase of all of the outstanding Membership Interests of the Company.

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“ Party ” or “ Parties ” has the meaning provided in the third WHEREAS paragraph.

“ Percentage Interest ” has the meaning provided in the LLC Agreement.

“ Person ” means and includes natural persons, corporations, limited liability partnerships, general partnerships, limited liability companies, joint stock companies, joint ventures, associations, companies, divisions, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and governments and agencies and political subdivisions thereof.

“ Related Agreements ” means the Contribution Agreement, the LLC Agreement, the License Agreement and the Assignment and Assumption Agreement.

“ Sale Interests ” has the meaning provided in Section 3.2(a).

“ Selling Member ” has the meaning provided in Section 3.2(a).

“ Third Party ” has the meaning provided in Section 3.2(a).

“ Transfer ” means, as a noun, any transfer, sale, assignment, exchange, charge, pledge, gift, hypothecation, conveyance, encumbrance or other disposition whether direct or indirect, voluntary or involuntary, by operation of law or otherwise and, as a verb, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, to transfer, sell, assign, exchange, charge, pledge, give, hypothecate, convey, encumber or otherwise dispose of.

1.2         Construction . The following rules shall apply to the construction of this Agreement unless the context requires otherwise: (a) the singular includes the plural, and the plural the singular; (b) words importing any gender include the other gender and the neuter gender; (c) references to statutes are to be construed as including all statutory provisions consolidating, and all regulations promulgated pursuant to, such statutes; (d) references to “writing” include printing, photocopy, typing, lithography and other means of reproducing words in a tangible visible form; (e) the words “including”, “includes” and “include” shall be deemed to be followed by the words “without limitation”; (f) references to the introductory paragraph, recitals, sections (or clauses or subdivisions of sections) or schedules are to those of this Agreement unless otherwise indicated; (g) references to agreements and other contractual instruments shall be deemed to include all subsequent amendments and other modifications to such instruments, but only to the extent that such amendments and other modifications are permitted or not prohibited by the terms of this Agreement; (h) section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose; (i) references to Persons include their respective permitted successors and assigns; and (k) in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”

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SECTION 2.

REPRESENTATIONS AND WARRANTIES

2.1         Representations and Warranties of Hydron . Hydron hereby represents and warrants that:

(a)       it has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder;

(b)       this Agreement constitutes its valid and legally binding obligation, enforceable in accordance with the terms hereof except as may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws, and subject to general equity principles and to limitations on availability of equitable relief, including specific performance;

(c)       neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby by it, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency or court to which it is subject or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any material agreement, contract, lease, license, instrument or other material arrangement to which it is a party or by which it is bound or to which any of its material assets is subject (or result in the imposition of any lien, security interest or other encumbrance upon any of its assets);

(d)       it need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Person not already been obtained in order to consummate the transactions contemplated by this Agreement; and

(e)       it owns the Membership Interests, free and clear of all liens, encumbrances, restrictions and claims of every kind (other than those arising under this Agreement and the LLC Agreement).

2.2         Representations and Warranties of Harezi and the Company . Each of Harezi and the Company hereby represents and warrants with respect to itself only that:

(a)       it has the power and authority as limited liability companies to enter into this Agreement and to perform Its respective obligations hereunder;

(b)       this Agreement constitutes Its valid and legally binding obligation, enforceable in accordance with the terms hereof except as may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws, and subject to general equity principles and to limitations on availability of equitable relief, including specific performance;

(c)       neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby by it, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency or court to which it is subject or any provision of Its certificate or articles of incorporation, bylaws or other organizational documents or (ii) conflict with, result in a breach

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of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any material agreement, contract, lease, license, instrument or other material arrangement to which it is a party or by which it is bound or to which any of Its material assets is subject (or result in the imposition of any lien, security interest or other encumbrance upon any of Its assets);

(d)       it need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Person not already been obtained in order to consummate the transactions contemplated by this Agreement; and

(e)       it owns the Membership Interests, free and clear of all liens, encumbrances, restrictions and claims of every kind (other than those arising under this Agreement and the LLC Agreement).

SECTION 3.

RESTRICTIONS ON TRANSFER

(a)       No Member may sell or engage in any transaction which will result in a change in the beneficial or record ownership of any Membership Interests held by it, including a Transfer of any such Membership Interests, except as expressly provided in this Agreement. Any Transfer of any Membership Interests or attempted Transfer of any Membership Interests by any Member in contravention of this Agreement will be void and ineffective for any purpose and shall not confer on any transferee or purported transferee any rights whatsoever. Subject to (i) Section 3.1(b) of this Agreement and (ii) the right of each Member to cause the dissolution of the Company pursuant to Sections 10.2(d) and (e) of the LLC Agreement(ii) t