SC TO-I

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. ____)

HUDSON TECHNOLOGIES, INC.

(Name of Subject Company (Issuer))

HUDSON TECHNOLOGIES, INC.

(Name of Filing Person (Issuer))

Common Stock, $0.01 Par Value Per Share

(Title of Class of Securities)

444144-10-9

(CUSIP Number of Class of Securities

Kevin J. Zugibe

Chairman and Chief Executive Officer

Hudson Technologies, Inc.

275 North Middletown Road

Pearl River, New York 10965

(845) 735-6000

(Name, Address and Telephone Number of person authorized to receive notices

and communications on behalf of filing person)

With a copy to:

Robert J. Mittman, Esq.

Ethan Seer, Esq.

Blank Rome LLP

405 Lexington Avenue

New York, New York 10174

Telephone: (212) 885-5000

Telecopier: (212) 885-5001

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$1,307,488	$41.00

* Estimated for purposes of calculating the amount of the filing fee only, this amount is based on the purchase of 1,167,400 shares of common stock at the tender offer price of $1.12 per share.

** The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $30.70 per $1,000,000 of the value of the transaction.

ÿ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration number, or the Form of Schedule and the date of its filing.

Amount Previously Paid:	NA	Filing Party:	NA
Form or Registration No.:	NA	Date Filed:	NA

ÿ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the state relates:

o third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4

o going-private transaction subject to Rule 13e-3

o amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

INTRODUCTION

This Tender Offer Statement on Schedule TO relates to the offer by Hudson Technologies, Inc., a New York corporation (the “Company”), to purchase up to 1,167,400 shares of its common stock, par value $0.01 per share, at a price of $1.12 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 29, 2007 (the “Offer to Purchase”), a copy of which is attached hereto as Exhibit (a)(1)(A), and in the Letter of Transmittal (the “Letter of Transmittal”), a copy of which is attached hereto as Exhibit (a)(1)(B). This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended. The information contained in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference in response to all of the items of this Schedule TO, as more particularly described below.

Item 1.Summary Term Sheet.

The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.

Item 2.Subject Company Information.

(a) The name of the issuer is Hudson Technologies, Inc, a New York corporation, and the address of its principal executive offices is 275 North Middletown Road, Pearl River, New York 10965. The telephone number of its principal executive offices is (845) 735-6000.

(b) As of June 28, 2007, there are a total of 25,915,464 shares of the Company’s $0.01 Common Stock outstanding.

(c) The information set forth in the Offer to Purchase under Section 8 (“Price Range of the Shares”) is incorporated herein by reference.

Item 3.Identity and Background of Filing Person.

(a) The Company is the filing person. The Company’s address and telephone number are set forth in Item 2 above. The information set forth in the Offer to Purchase under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.

Item 4.Terms of the Transaction.

(a)The following sections of the Offer to Purchase contain a description of the material terms of the transaction and incorporated herein by reference:

·   “Summary Term Sheet”;

·    “Introduction

·   Section 1 (“Number of Shares; Price; Priority of Purchase”);

·   Section 2 (“Purpose of the Tender Offer; Certain Effects of the Tender Offer”)

·   Section 3 (“Procedures for Tendering Shares”);

·   Section 4 (“Withdrawal Rights”);

·   Section 5 (“Purchase of Shares and Payment of Purchase Price”);

·   Section 6 (“Conditional Tender of Shares”);

·   Section 7 (“Conditions of the Tender Offer”);

·   Section 9 (“Source and Amount of Funds”);

·   Section 10 (Information About Hudson Technologies, Inc.”);

·   Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”);

·   Section 14 (“United States Federal Income Tax Consequences”) and

·   Section 15 (“Extension of the Tender Offer; Termination; Amendment”).

(b). The information set forth under “Introduction” in the Offer to Purchase and in Section 11 of the Offer to Purchase (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.

Item 5.Past Contacts, Transactions, Negotiations and Agreements.

(e)The information set forth under “Introduction” in the Offer to Purchase, and in Section 11 of the Offer to Purchase (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.

Item 6.Purposes of the Transaction and Plans or Proposals.

(a), (b) and (c).The information set forth in the Offer to Purchase under Section 2 (“Purpose of the Tender Offer: Certain Effects of the Tender Offer”) and in Section 9 of the Offer to Purchase (“Source and Amount of Funds”) is incorporated herein by reference.

Item 7.Source and Amount of Funds or Other Consideration.

(a) The information set forth in the Offer to Purchase under Section 9 (“Source and Amount of Funds”) is incorporated herein by reference.

(b) The information set forth in the Offer to Purchase under Section 7 (“Conditions of the Tender Offer”) is incorporated herein by reference.

(d) The information set forth in the Offer to Purchase under Section 9 (“Source and Amount of Funds”) is incorporated herein by reference.

Item 8.Interest in Securities of the Subject Company.

(a) The information set forth in the Offer to Purchase under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning Shares”) is incorporated herein by reference.

(b) Not applicable.

Item 9.Persons, Assets, Retained, Employed, Compensated or Used.

(a) Not applicable.

Item 10.Financial Statements.

Not applicable.

Item 11.Additional information.

(a) Agreements, regulatory requirements and legal proceedings:

(1) The information set forth in the Offer to Purchase under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.

(2) The information set forth in the Offer to Purchase under Section 13 (“Legal Matters; Regulatory Approvals is incorporated herein by reference.

(3) To the knowledge of the Company, no anti-trust laws are applicable to this transaction.

(4) To the knowledge of the Company, the margin requirements under Section 7 of the Securities Exchange Act of 1934 are not applicable to this transaction.

(5) To the knowledge of the Company, no material legal proceedings relating to the tender offer are pending.

(b) The information set forth in the Offer to Purchase and in the Letter of Transmittal, copies of which are filed as Exhibits (a)(1)(A) and (a)(1)(B) hereto, respectively, as each may be amended or supplemented from time to time, is incorporated herein by reference.

Item 12.Exhibits.

(a)(1)(A) Offer to Purchase, dated June 29, 2007

(a)(1)(B) Form of Letter of Transmittal

(a)(1)(C) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees

(a)(1)(D) Form of Letter to Clients

(a)(1)(E) Form of Letter to Hudson Technologies, Inc. 401(K) Participants

(a)(1)(F) Notice of Guaranteed Delivery

(a)(1)(G) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9

(a)(1)(H) Press Release dated June 29, 2007

(b)(1) Amended and Restated Loan Agreement, dated June 26, 2007, between Hudson Technologies, Inc. and Keltic Financial Partners, L.P.

(b)(2) Mortgage and Security Agreement, dated June 26, 2007, between Hudson Technologies, Inc. and Keltic Financial Partners, L.P.

(b)(3) Amended and Restated Revolving Note, dated June 26, 2007

(b)(4) Amended and Restated Term Note A, dated June 26, 2007

(b)(5) Term Note B, dated June 26, 2007

(c) Not Applicable

(d) Not Applicable

(e)(1) Stock Purchase Agreement between Hudson Technologies, Inc. and Flemings Funds, dated June 28, 2007

(e)(2) Stock Purchase Agreement between Fleming Funds and Kevin J. Zugibe, dated June 28, 2007

(e)(3) Stock Purchase Agreement between Fleming Funds and Stephen P. Mandracchia, dated June 28, 2007

(e)(4) Stock Purchase Agreement between Fleming Funds and Brian F. Coleman, dated June 28, 2007

(e)(5) Stock Purchase Agreement between Fleming Funds and James R. Buscemi, dated June 28, 2007

(e)(6) Stock Purchase Agreement between Fleming Funds and Joseph Longo, dated June 28, 2007

(f) Not Applicable

(g) Not Applicable

(h) Not Applicable

_______________

Item 13.Information required by Schedule 13E-3

Not applicable.

SIGNATURE

After due inquiry, and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

HUDSON TECHNOLOGIES, INC.

/s/ Stephen P. Mandracchia

Name: Stephen P. Mandracchia

Title:   Vice President Legal & Regulatory

Date: June 29, 2007

INDEX TO EXHIBITS

Exhibit No.	Description
(a)(1)(A)	Offer to Purchase, dated June 29, 2007
(a)(1)(B)	Form of Letter of Transmittal
(a)(1)(C)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(D)	Form of Letter to Clients
(a)(1)(E)	Form of Letter to Hudson Technologies, Inc. 401(K) Participants
(a)(1)(F)	Notice of Guaranteed Delivery
(a)(1)(G)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9
(a)(1)(H)	Press Release dated June 29, 2007
(b)(1)	Amended and Restated Loan Agreement, dated June 26, 2007, between Hudson Technologies, Inc. and Keltic Financial Partners, L.P.
(b)(2)	Mortgage and Security Agreement, dated June 26, 2007, between Hudson Technologies, Inc. and Keltic Financial Partners, L.P.
(b)(3)	Amended and Restated Revolving Note, dated June 26, 2007
(b)(4)	Amended and Restated Term Note A, dated June 26, 2007
(b)(5)	Term Note B, dated June 26, 2007
(c)	Not Applicable
(d)	Not Applicable
(e)(1)	Stock Purchase Agreement between Hudson Technologies, Inc. and Flemings Funds, dated June 28, 2007
(e)(2)	Stock Purchase Agreement between Fleming Funds and Kevin J. Zugibe, dated June 28, 2007
(e)(3)	Stock Purchase Agreement between Fleming Funds and Stephen P. Mandracchia, dated June 28, 2007
(e)(4)	Stock Purchase Agreement between Fleming Funds and Brian F. Coleman, dated June 28, 2007
(e)(5)	Stock Purchase Agreement between Fleming Funds and James R. Buscemi, dated June 28, 2007
(e)(6)	Stock Purchase Agreement between Fleming Funds and Joseph Longo, dated June 28, 2007
(f)	Not Applicable
(g)	Not Applicable
(h)	Not Applicable

EX-99.A1A

Exhibit (a)(1)(A)

Offer to Purchase for Cash up to 1,167,400 Shares of its Common Stock at a Purchase Price of

$1.12 Per Share

______________________________________

THE TENDER OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON AUGUST 15, 2007, UNLESS THE TENDER OFFER IS EXTENDED.

______________________________________

Hudson Technologies, Inc., a New York corporation (the “Company”, “we”, or “us”), is offering to purchase up to 1,167,400 shares of its common stock, $0.01 par value per share (the “Common Stock”), at a price of $1.12 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in this Offer to Purchase and the Letter of Transmittal (which together, as they may be amended and supplemented from time to time, constitute the “Tender Offer”).

The Company intends to utilize borrowings totaling $1,307,488 under its existing credit facility, which amounts will be used to purchase and retire up to 1,167,400 shares of Common Stock in the Tender Offer. See Sections 2 & 9. On the terms and subject to the conditions of the Tender Offer, we will pay a single per share price of $1.12, net to the seller in cash, less any applicable withholding taxes and without interest, that we will pay for shares properly tendered and not properly withdrawn in the Tender Offer. We will purchase only shares properly tendered and not properly withdrawn. However, because of the “odd lot” priority, proration and conditional tender provisions described in this Offer to Purchase, we may not purchase all of the shares tendered if more than the number of shares we seek to purchase are properly tendered and not withdrawn. We will return shares that we do not purchase because of proration promptly after the Tender Offer expires. See Section 3.

The Tender Offer is not conditioned upon any minimum number of shares being tendered or any financing condition. The Tender Offer is, however, subject to certain other conditions. See Section 7.

Our directors and executive officers have advised us that they do not intend to tender any shares in the Tender Offer. See Section 2.

Questions and requests for assistance may be directed to Continental Stock Transfer & Trust Company (the “Information Agent”), at their address and telephone number set forth on the back cover of this Offer to Purchase. Requests for additional copies of the Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery should be directed to the Information Agent.

June 29, 2007

Our shares are listed and traded on the NASDAQ Capital Market (“NASDAQ”) under the symbol “HDSN”. On June 28, 2007, the last full trading day before the commencement of the Tender Offer, the reported closing price of the shares on NASDAQ was $1.12 per share. Shareholders are urged to obtain current market quotations for the shares. See Section 8.

The Independent Directors (defined herein) of our Board of Directors have approved the Tender Offer. However, neither management nor any member of our Board of Directors, nor Continental Stock Transfer & Trust Company, the Depositary/Information Agent, makes any recommendation to any shareholder as to whether to tender or refrain from tendering any shares. We have not authorized any person to make any recommendation. You should carefully evaluate all information in the Tender Offer and should consult your own investment and tax advisors. You must make your own decision whether to tender your shares and, if so, how many shares to tender. In doing so, you should read carefully the information in this Offer to Purchase and in the Letter of Transmittal. See Section 2.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction or passed upon the merits or fairness of such transaction or passed upon the adequacy or accuracy of the information contained in this Offer to Purchase. Any representation to the contrary is a criminal offense.

Any discussion of federal tax issues in this Offer to Purchase is not intended or written to be used as tax advice.  To ensure compliance with IRS Circular 230, you are hereby notified that: (A) any discussion of federal tax issues in this Offer to Purchase is not intended or written to be used, and it cannot be used by you, for the purpose of avoiding penalties that may be imposed under the Internal Revenue Code of 1986, as amended; (B) such discussion is written to support the promotion or marketing of the transactions or matters addressed herein; and (C) you should seek advice based on your particular circumstances from an independent tax advisor.

2

IMPORTANT

If you want to tender all or part of your shares, you must do one of the following before the Tender Offer expires:

• if your shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact the nominee and have the nominee tender your shares for you;

• if you hold certificates in your own name, complete and sign a Letter of Transmittal according to its instructions and deliver it, together with any required signature guarantees, the certificates for your shares and any other documents required by the Letter of Transmittal, to Continental Stock Transfer & Trust Company, the depositary for the Tender Offer (the “Depositary”), at its address shown on the Letter of Transmittal;

• if you are an institution participating in The Depository Trust Company, tender your shares according to the procedure for book-entry transfer described in Section 3 of this Offer to Purchase; or

• if you are a participant in the Hudson Technology Inc. 401(K) Savings Plan (the “401(K) Plan”) and you wish to tender any of your shares held in such plan, you must follow the separate instructions and procedures described in Section 3 of this Offer to Purchase and you must review the separate materials related to the 401(K) Plan enclosed with this Offer to Purchase.

If you want to tender your shares, but (a) the certificates for your shares are not immediately available or cannot be delivered to the Depositary by the expiration of the Tender Offer, (b) you cannot comply with the procedure for book-entry transfer by the expiration of the Tender Offer, or (c) your other required documents cannot be delivered to the Depositary by the expiration of the Tender Offer, you can still tender your shares if you comply with the guaranteed delivery procedures described in Section 3.

We are not making the Tender Offer to, and will not accept any tendered shares from, shareholders in any jurisdiction where it would be illegal to do so. However, we may, at our discretion, take any actions necessary for us to make this Tender Offer to shareholders in any such jurisdiction.

If you have any questions regarding the Tender Offer, please contact Continental Stock Transfer & Trust Company, which is serving as Depositary and the Information Agent for the Tender Offer, at (800) 509-5586 (U.S. & Canada Toll Free) or (212) 509-4000 ext 536.

We have not authorized any person to make any recommendation on our behalf as to whether you should tender or refrain from tendering your shares. You should rely only on the information contained in this Offer to Purchase or to which we have referred you. We have not authorized anyone to provide you with information or to make any representation in connection with the Tender Offer other than those contained in this Offer to Purchase or in the Letter of Transmittal. If anyone makes any recommendation, gives you any information or makes any representation, you must not rely upon that recommendation, information or representation as having been authorized by us or the Depositary and Information Agent.

3

TABLE OF CONTENTS

Section		Page
SUMMARY TERM SHEET		5
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS		12
INTRODUCTION		13
THE TENDER OFFER		14
1.	Number of Shares; Price; Priority of Purchase	14
2.	Purpose of the Tender Offer; Certain Effects of the Tender Offer	16
3.	Procedures for Tendering Shares	18
4.	Withdrawal Rights	22
5.	Purchase of Shares and Payment of Purchase Price	23
6.	Conditional Tender of Shares	24
7.	Conditions of the Tender Offer	25
8.	Price Range of the Shares	27
9.	Source and Amount of Funds	27
10.	Information About Hudson Technologies, Inc.	28
11.	Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares	30
12.	Effects of the Tender Offer on the Market for Shares; Registration under the Exchange Act	33
13.	Legal Matters; Regulatory Approvals	33
14.	United States Federal Income Tax Consequences	33
15.	Extension of the Tender Offer; Termination; Amendment	36
16.	Fees and Expenses	36
17.	Miscellaneous	37

4

SUMMARY TERM SHEET

We are providing this summary term sheet for your convenience. We sometimes refer to the shares of our Common Stock as the “shares.” This summary term sheet highlights the material information in this Offer to Purchase, but you should realize that it does not describe all of the details of the Tender Offer to the same extent described elsewhere in this Offer to Purchase. We urge you to read the entire Offer to Purchase and the Letter of Transmittal because they contain the full details of the Tender Offer. We have included references to the sections of this Offer to Purchase where you will find a more complete discussion where helpful.

Who is offering to purchase my shares?

Hudson Technologies, Inc.

What will be the purchase price for the shares and what will be the form of payment?

The price for the Tender Offer is $1.12 per share, which represents the closing market price for the shares on June 28, 2007, the last full trading day prior to the commencement of the Tender Offer.

If your shares are purchased in the Tender Offer, we will pay you the purchase price in cash, less any applicable withholding taxes and without interest, promptly after the Tender Offer expires. See Sections 1 and 5. Under no circumstances will we pay interest on the purchase price, even if there is a delay in making payment.

How many shares is the Company offering to purchase in the Tender Offer?

We are offering to purchase up to 1,167,400 shares of our Common Stock, $0.01 par value per share. The 1,167,400 shares represent approximately 4.5 % of our issued and outstanding Common Stock prior to the Transactions (as defined below). See Section 1. If fewer shares are properly tendered, we will purchase all shares that are properly tendered and not properly withdrawn. If more than 1,167,400 shares are properly tendered and not properly withdrawn, we will purchase all shares tendered on a pro rata basis, except for “odd lots” (lots of less than 100 shares), which we will purchase on a priority basis, and except for each conditional tender whose condition was not met, which we will not purchase (except as described in Section 6). The Tender Offer is not conditioned on any minimum number of shares being tendered or on any financing condition, but is subject to certain other conditions. See Section 7.

How will the Company pay for the shares?

Assuming that the maximum of 1,167,400 shares are tendered in the Tender Offer at the purchase price of $1.12 per share, the aggregate purchase price will be approximately $1,307,488. We anticipate that we will pay for the shares tendered in the Tender Offer utilizing borrowings under the Company’s existing credit facility.

How long do I have to tender my shares; can the Tender Offer be extended, amended or terminated?

You may tender your shares until the Tender Offer expires. The Tender Offer will expire at 5:00 PM, Eastern Time, on August 15, 2007, unless extended (such date and time, as they may be extended, the “Expiration Date” and “Expiration Time,” respectively). See Section 1. If a broker, dealer, commercial bank, trust company or other nominee holds your shares, it is likely the nominee has established an earlier deadline for you to act to instruct the nominee to accept the Tender Offer on your behalf. We urge you to contact your broker, dealer, commercial bank, trust company or other nominee to find out the nominee’s deadline. You have an earlier deadline (three business days prior to the Expiration Date) if you wish to tender shares held in the 401(K) Plan. See the “Letter to Hudson Technologies, Inc. 401(K) Savings Plan Participants” sent separately to each participant of the plan. See Section 3.

We may choose to extend the Tender Offer at any time and for any reason, subject to applicable laws. See Section 15. We cannot assure you that we will extend the Tender Offer or indicate the length of any extension that we may provide. If we extend the Tender Offer, we will delay the acceptance of any shares that have been tendered. We can also amend the Tender Offer in our sole discretion or terminate the Tender Offer under certain circumstances. See Sections 7 and 15.

5

How will I be notified if the Company extends the Tender Offer or amends the terms of the Tender Offer?

If we extend the Tender Offer, we will issue a press release announcing the extension and the new Expiration Time by 9:00 a.m., Eastern Time, on the next business day after the previously scheduled Expiration Time. We will announce any amendment to the Tender Offer by making a public announcement of the amendment. See Section 15.

What is the purpose of the Tender Offer?

This Tender Offer is being made in connection with separate transactions involving the Company and certain members of its management, as buyers, and Fleming US Discovery Fund III, L.P. and Fleming US Offshore Discovery Fund III, L.P. (hereinafter collectively “Fleming”), as sellers, pursuant to which Fleming will sell to the buyers an aggregate of between 14,911,600 and 16,079,000 shares of the Company’s Common Stock (collectively, the “Transactions”). Pursuant to certain Stock Purchase Agreements, dated June 28, 2007, between certain members of our management, which members include certain officers and one key employee of the Company (the “Purchasing Members”), and Fleming US Discovery Fund III, L.P. (the “Management Agreements”), on June 28, 2007 the Purchasing Members purchased from Fleming US Discovery Fund III, L.P., for their individual accounts with their own funds, a total of 9,230,800 shares of Common Stock (“Management Shares”) at a purchase price of $0.65 per share, for a total consideration of $6,000,020. In addition, pursuant to a certain Stock Purchase Agreement, dated June 28, 2007 between the Company and Fleming (the “Agreement”), on June 28, 2007 the Company purchased from Fleming, and retired, a total of 5,680,800 shares of Common Stock (the “Retired Shares”) at a purchase price of $0.65 per share, for a total consideration of $3,692,520. As part of the Agreement, the Company has agreed to make this Tender Offer to existing shareholders and intends to utilize borrowings totaling $1,307,488 under its existing credit line facility (the “Tender Offer Funds”) for that purpose. See Sections 5, 9 and 11.

To the extent that the shareholders do not elect to tender their shares in the Company’s Tender Offer, and some or all of the Tender Offer Funds have not been used in the Tender Offer, following expiration of the Tender Offer, the Company will, in accordance with the Agreement, utilize all of the remaining Tender Offer Funds to buy back and retire additional shares from Fleming at the price per share offered in the Tender Offer (the “Contingent Purchase”). Fleming has advised us that it does not intend to tender any of its shares in the Tender Offer.

In accordance with Rule 13e-4(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) the Contingent Purchase will not occur until at least ten (10) business days after the expiration of the Tender Offer.

The making of this Tender Offer was made in connection with Fleming’s agreement to sell the Retired Shares to the Company at a discount to the market price, in order to provide all shareholders with an opportunity, based upon each shareholder’s pro-rata ownership interest, to participate in the Company’s decision to buy-back and retire an aggregate of $5,000,008 of its Common Stock and to thereby receive a return of some of their prior investment in the Company if they so elect. The Tender Offer provides shareholders with an opportunity to obtain liquidity with respect to a portion of their shares without the usual transaction costs associated with market sales. In addition, upon completion of the Company’s buy back and retirement of an aggregate of $5,000,008 of its Common Stock, all shareholders (other than shareholders with Odd Lots as defined below), particularly shareholders who do not participate in the Tender Offer, will automatically increase their relative percentage ownership in us. See Sections 5, 9 and 11.

The Company’s Board of Directors currently consists of five members, two of which, namely Messrs. Kevin J. Zugibe and Robert L. Burr (the “Interested Directors’) are personally involved in the Transactions either, in the case of Mr. Zugibe, as a purchaser of shares of Common Stock from Fleming, or, in the case of Mr. Burr, as a representative of Fleming. The remaining three directors, namely Messr’s Vincent P. Abbatecola, Dominic J. Monetta and Otto C. Morch (the “Independent Directors”), are not personally involved in the Transactions other than as directors of the Company, and each is an “independent” director as defined under the rules of NASDAQ. Each of the Interested Directors abstained from all consideration, discussions and actions taken by the Company’s Board of Directors regarding the Transactions and this Tender Offer, and the purchase of the Retired Shares and the making of this Tender Offer were solely approved by the Company’s Independent Directors.

6

In determining to proceed with the purchase of the Retired Shares and the Tender Offer, the Independent Directors have reviewed and considered, with the assistance of information supplied by management, our free cash flow, financial position, the market price of our Common Stock, the desire of Fleming to liquidate a substantial portion of their holdings in the Company, as well as our operations, strategy and expectations for the future. See Section 2. Based upon that review, the Independent Directors believe that the Company will have sufficient cash flow to support the debt of $5,000,008 being borrowed under the Company’s existing credit line facility, of which $3,692,520 will be used to purchase the Retired Shares and $1,307,488 will be used as the Tender Offer Funds. The costs incurred by the Company in connection with the purchase of the Retired Shares and this Tender Offer will be paid from the Company’s operations. See Section 9.

What are the significant conditions to the Tender Offer?

Our obligation to accept and pay for your tendered shares depends upon a number of conditions that must be satisfied or waived prior to the Expiration Time, including, but not limited to:

• no legal action shall have been instituted, threatened, or been pending that challenges the Tender Offer or seeks to impose limitations on our ability (or any affiliate of ours) to acquire or hold or to exercise full rights of ownership of the shares;

• no general suspension of trading in, or general limitation on prices for, or trading in, securities on any national securities exchange or in the over-the-counter markets in the United States or the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States shall have occurred;

• no changes in the general political, market, economic or financial conditions, domestically or internationally, that are reasonably likely to materially and adversely affect our business or the trading in the shares shall have occurred;

• no commencement of a war, armed hostilities or other similar national or international calamity, directly or indirectly involving the United States, shall have occurred after June 28, 2007 nor shall any material escalation of any war or armed hostilities which had commenced on or prior to June 28, 2007 have occurred;

• no decrease of more than 10% in the market price for the shares or in the Dow Jones Industrial Average, NASDAQ Composite Index or the S&P 500 Composite Index shall have occurred;

• no tender or exchange offer (other than this Tender Offer), merger, acquisition, business combination or other similar transaction with or involving us or any subsidiary, shall have commenced or have been proposed, announced or made by any person or have been publicly disclosed;

• no person (including a group) shall have acquired, or publicly announced its proposal to acquire, beneficial ownership of more than 5% of the outstanding shares (other than anyone who acquired such ownership as a result of the Transactions, or anyone who publicly disclosed such ownership in a filing with the Securities and Exchange Commission (the “SEC”) on or before June 28, 2007);

• no change in the business, properties, assets, liabilities, capitalization, shareholders’ equity, financial condition, operations, licenses, results of operations or prospects of us or any of our subsidiaries or affiliates, taken as a whole, shall have occurred that has or is reasonably likely to have a materially adverse effect on us, our subsidiaries and our affiliates, taken as a whole; and

• we shall not have determined that as a result of the consummation of the Tender Offer and the purchase of shares that there will be a reasonable likelihood that the shares either (1) will be held of record by less than 300 persons or (2) will be delisted from NASDAQ or be eligible for deregistration under the Exchange Act.

The Tender Offer also is subject to other conditions described in greater detail in Section 7.

Following the Tender Offer, will the Company continue as a public company?

Yes. The completion of the Tender Offer in accordance with its terms and conditions will not cause the Company to be delisted from NASDAQ or to stop being subject to the periodic reporting requirements of the Exchange Act.

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How do I tender my shares?

If you want to tender all or part of your shares, you must do one of the following before 5:00 PM, Eastern Time, on August 15, 2007, or any later time and date to which the Tender Offer may be extended, or earlier as described below as required for participants in the 401(K) Plan or as your broker or other nominee may require:

• if your shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact the nominee and have the nominee tender your shares for you;

• if you hold certificates in your own name, complete and sign a Letter of Transmittal according to its instructions and deliver it, together with any required signature guarantees, the certificates for your shares and any other documents required by the Letter of Transmittal, to the Depositary at its address shown on the Letter of Transmittal;

• if you are an institution participating in The Depository Trust Company, tender your shares according to the procedure for book-entry transfer described in Section 3 of this Offer to Purchase;

• if you are a participant in the 401(K) Plan and you wish to tender any of your shares held in the plan, you must follow the separate instructions and procedures described in Section 3 of this Offer to Purchase and you must review the separate materials related to the 401(K) Plan enclosed with this Offer to Purchase.

If you want to tender your shares, but:

• the certificates for your shares are not immediately available or cannot be delivered to the Depositary by the expiration of the Tender Offer;

• you cannot comply with the procedure for book-entry transfer by the expiration of the Tender Offer; or

• your other required documents cannot be delivered to the Depositary by the expiration of the Tender Offer;

you can still tender your shares if you comply with the guaranteed delivery procedure described in Section 3.

You may contact the Information Agent for assistance. The contact information for the Information Agent appears on the back cover of this Offer to Purchase. See Section 3 and the Instructions to the Letter of Transmittal.

How do participants in our 401(K) Plan participate in the Tender Offer?

Participants in our 401(K) Plan may not use the Letter of Transmittal to direct the tender of their shares in the plan, but instead must follow the separate instructions related to those shares in the “Letter to Hudson Technologies, Inc. 401(K) Savings Plan Participants” sent to participants in the plan along with this Offer to Purchase. If you are a participant in the 401(K) Plan and wish to have the trustee tender some or all shares held in the 401(K) Plan, you must complete, execute, and return the separate direction form included in the “Letter to Hudson Technologies, Inc. (410(K) Plan Participants” at least three (3) business days prior to the Expiration Time. See Section 3.

What happens if more than 1,167,400 shares are tendered at the purchase price?

If more than 1,167,400 shares (or such greater number of shares as we may elect to accept for payment, subject to applicable law) are properly tendered at the purchase price and not properly withdrawn prior to the Expiration Time, we will purchase shares as follows:

• first, all “odd lots” of 100 shares or less from holders who properly tender all of their shares at the purchase price determined in the Tender Offer and who do not properly withdraw them before the Expiration Time;

• second, from all other shareholders who properly tender up to 25% of all of their shares in the Tender Offer and who do not properly withdraw them before the Expiration Time, on a pro rata basis (except for shareholders who tendered shares conditionally for which the condition was not satisfied).

Because of the “odd lot” priority, proration and conditional tender provisions described below, we may not purchase all of the shares that you tender. See Section 1.

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If I own fewer than 100 shares, how many shares many I tender, and will I be subject to proration?

If you own beneficially or of record 100 shares or less in the aggregate, you may tender all of these shares. If you properly tender all of your shares and do not properly withdraw them before the Expiration Time, and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your shares eligible without subjecting them to the further proration procedure. See Section 1.

If I own more than 100 shares, how many shares may I tender, and will I be subject to proration?

If you own beneficially or of record more than 100 shares, you may tender up to 25% of these shares. If you properly tender up to 25% of your shares and do not properly withdraw them before the Expiration Time, and you complete the section entitled “certification” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your shares tendered and eligible on a pro rata basis (except for shareholders who tendered shares conditionally for which the condition was not satisfied). See Section 1.

Once I have tendered shares in the Tender Offer, can I withdraw my tender?

You may withdraw any shares you have tendered at any time before 5:00 P.M., Eastern Time, on August 15, 2007, unless we extend the Tender Offer, in which case you can withdraw your shares until the expiration of the Tender Offer as extended. If we have not accepted for payment the shares you have tendered to us, you may also withdraw your shares at any time after 5:00 P.M, Eastern Time, on August 15, 2007. See Section 4.

How do I withdraw shares I previously tendered?

To properly withdraw shares, you must deliver a written notice of withdrawal with the required information to the Depositary while you still have the right to withdraw the shares. If you have used more than one Letter of Transmittal or have otherwise tendered shares in more than one group of shares, you may withdraw shares using either separate notices of withdrawal or a combined notice of withdrawal, so long as the required information is included. Your notice of withdrawal must specify your name, the number of shares to be withdrawn and the name of the registered holder of these shares. Some additional requirements apply if the share certificates to be withdrawn have been delivered to the Depositary or if your shares have been tendered under the procedure for book-entry transfer set forth in Section 3. See Section 4. If you have tendered your shares by giving instructions to a bank, broker, dealer, trust company or other nominee, you must instruct the nominee to arrange for the withdrawal of your shares.

Participants in our 401(K) Plan who wish to withdraw their shares must follow the instructions found in the “Letter to Hudson Technologies, Inc. 401(K) Plan Participants” sent separately to each participant of the plan. See Section 4.

Has the Company or its Board of Directors adopted a position on the Tender Offer?

The Independent Directors have approved the Tender Offer. However, neither management nor any member of our Board of Directors, nor the Depositary and Information Agent makes any recommendation to any shareholder as to whether to tender or refrain from tendering any shares. We have not authorized any person to make any recommendation. You should carefully evaluate all information in the Tender Offer and should consult your own investment and tax advisors. You must make your own decision whether to tender your shares and, if so, how many shares to tender. In doing so, you should read carefully the information in this Offer to Purchase and in the Letter of Transmittal. See Section 2.

Does the Company intend to repurchase any shares other than pursuant to the Tender Offer during or after the Tender Offer?

This Tender Offer is being made in connection with separate transactions involving the Company and the Purchasing Members, as buyers, and Fleming, as seller, pursuant to which Fleming will, depending on the outcome of this Tender Offer and the Contingent Purchase, sell between 14,911,600 and 16,079,000 shares of the Company’s Common Stock. Pursuant to the Management Agreements, on June 28, 2007, Purchasing Members purchased the Management Shares from Fleming US Discovery Fund III, L.P., for their individual accounts with their own private funds, at a purchase price of $0.65 per share, for a total consideration of $6,000,020. In addition, pursuant to the Agreement, on June 28, 2007, the Company purchased and retired the Retired Shares from Fleming, at a purchase price of $0.65 per share, for a total consideration of $3,692,520. As part of the Agreement, the Company has agreed to make this Tender Offer to all shareholders.

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To the extent that the shareholders do not tender their shares in the Company’s Tender Offer, and some or all of the Tender Offer Funds have not been used in the Tender Offer, the Company will utilize all of the remaining Tender Offer Funds to complete the Contingent Purchase and will purchase and retire additional shares of Common Stock from Fleming at the price per share offered in the Tender Offer. In accordance with Exchange Act Rule 13e-4(f), the Contingent Purchase by the Company will not occur until at least ten business days after the expiration date of the Tender Offer. See Sections 5, 9 and 11. The Board of Directors has not authorized any further or ongoing repurchase program for the purchase of additional shares of the Company’s stock.

Do the directors and executive officers of the Company intend to tender their shares in the Tender Offer?

Pursuant to the Management Agreements, on June 28, 2007, the Purchasing Members, for their individual accounts with their own private funds, purchased the Management Shares from Fleming US Discovery Fund III, L.P. at a purchase price of $0.65 per share, for a total consideration of $6,000,020. Our directors and executive officers, including all of the Purchasing Members, have advised us that that they do not intend to tender any of their shares of the Company’s Common Stock, including the Management Shares, in the Tender Offer. Accordingly, if we complete the Tender Offer and/or the Contingent Purchase, the proportional holdings of our directors and executive officers will increase from the amounts owned by them immediately prior to the consummation of the Tender Offer. However, our directors and executive officers may, in compliance with stock ownership guidelines and applicable law, sell their shares in open market or other transactions at prices that may or may not be more favorable than the purchase price to be paid to our shareholders in the Tender Offer. See Sections 2, 8.

Does Fleming intend to tender their shares in the Tender Offer?

On June 28, 2007,Fleming sold 14,911,600 shares of the Company’s Common Stock as part of the Transactions at a purchase price of $0.65 per share and with completion of these sales Fleming continues to own 4,225,849 shares of Common Stock, representing approximately 21% of the Company’s issued and outstanding shares at the time of the commencement of the Tender Offer. Fleming has advised that it does not intend to tender any of its shares of the Company’s Common Stock in the Tender Offer. Accordingly, if we complete the Tender Offer, Fleming’s proportional holdings will increase to approximately 22%. To the extent that the shareholders do not elect to accept the Company’s Tender Offer, and some or all of the Tender Offer Funds have not been used in the Tender Offer, the Company will utilize all of the remaining Tender Offer Funds, to complete the Contingent Purchase, in which case Fleming’s proportional holdings will be between 16% and 22%, depending on the number of shares purchased in the Contingent Purchase.

If I decide not to tender, how will the Tender Offer affect my shares?

Shareholders who choose not to tender their shares will own a greater percentage interest in our outstanding Common Stock following consummation of the Tender Offer. See Section 2.

What is the recent market price of my shares?

On June 28, 2007, the last full trading day before the commencement of the Tender Offer, the reported closing price of the shares on NASDAQ was $1.12 per share. You are urged to obtain current market quotations for the shares before deciding whether and at what price or prices to tender your shares. See Section 8.

When will the Company pay for the shares I tender?

We will pay the purchase price, net to the seller in cash, less any applicable withholding tax and without interest, for the shares we purchase promptly after the expiration of the Tender Offer. We do not expect, however, to announce the results of proration and begin paying for tendered shares until up to ten business days after the expiration of the Tender Offer. See Section 5.

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Will I have to pay brokerage commissions if I tender my shares?

If you are the record owner of your shares or hold your shares through our 401(K) Plan and your shares are tendered directly to the Depositary, you will not have to pay brokerage fees or similar expenses. If you own your shares through a bank, broker, dealer, trust company or other nominee and the nominee tenders your shares on your behalf, the nominee may charge you a fee for doing so. You should consult with your bank, broker, dealer, trust company or other nominee to determine whether any charges will apply. See Section 3.

What are the United States federal income tax consequences if I tender my shares?

Generally, if you are a U.S. Holder (as defined in Section 14), you will be subject to United States federal income taxation when you receive cash from the Company in exchange for the shares you tender in the Tender Offer. Depending on your particular circumstances, you will be treated as either (i) recognizing capital gain or loss from the disposition of your shares or (ii) receiving a dividend distribution from the Company. See Section 14. If you are a foreign shareholder (as defined in Section 14), you may be subject to withholding at a rate of 30% on payments received pursuant to the Tender Offer. You may also be subject to tax in other jurisdictions on the disposal of shares.

If you are a U.S. Holder, you should complete the Substitute Form W-9 included in your Letter of Transmittal. Any tendering shareholder or other payee that fails to complete, sign and return to the Depositary the Substitute Form W-9 included in the Letter of Transmittal (or such other Internal Revenue Service (“IRS”) form as may be applicable) may be subject to United States backup withholding. Such withholding would be equal to 28% of the gross proceeds paid to the shareholder or other payee pursuant to the Tender Offer. Different rules on filings in respect of withholding of tax apply to foreign shareholders. See Section 3.

All shareholders should review the discussion in Sections 3 and 14 regarding tax issues and consult their tax advisor regarding the tax effects of a tender of shares.

Will I have to pay stock transfer tax if I tender my shares?

We will pay all stock transfer taxes unless payment is made to, or if shares not tendered or accepted for payment are to be registered in the name of, someone other than the registered holder, or tendered certificates are registered in the name of someone other than the person signing the Letter of Transmittal. See Section 5.

What is the accounting treatment of the Tender Offer?

The accounting for the Company’s purchase of shares in the Tender Offer will result in a reduction of our shareholders’ equity in an amount equal to the aggregate purchase price of the shares we purchase and an increase in indebtedness.

Whom can I talk to if I have questions?

If you have any questions regarding the Tender Offer, please contact Continental Stock Transfer & Trust Company, the Information Agent for the Tender Offer, at (800) 509-5586 (toll free in the U.S. and Canada) or (212) 509-4000 ext 536. Additional contact information for the Information Agent is set forth on the back cover of this Offer to Purchase. Participants in our 401(K) Plan who have questions relating to the plan should contact the relevant party set forth in the “Letter to Hudson Technologies, Inc. 401(K) Plan Participants” sent separately to each participant of the plan.

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CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

This Offer to Purchase and the documents incorporated herein by reference include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, changes in the markets for refrigerants (including unfavorable market conditions adversely affecting the demand for, and the price of refrigerants), the Company’s ability to source refrigerants, regulatory and economic factors, seasonality, competition, litigation, the nature of supplier or customer arrangements which become available to the Company in the future, adverse weather conditions, possible technological obsolescence of existing products and services, possible reduction in the carrying value of long-lived assets, estimates of the useful life of its assets, potential environmental liability, customer concentration, the ability to obtain financing and other risks detailed in the Company’s periodic reports filed with the Securities and Exchange Commission.See Section 10. The words “believe”, “expect”, “anticipate”, “may”, “plan”, “should” and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.

Notwithstanding anything in this Offer to Purchase, the Letter of Transmittal or any document incorporated by reference into this Offer to Purchase, the safe harbor protections of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in connection with a tender offer.

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INTRODUCTION

To the Holders of our Common Stock:

We invite our shareholders to tender shares of our Common Stock, for purchase by us. Upon the terms and subject to the conditions of this Offer to Purchase and the Letter of Transmittal, we are offering to purchase up to 1,167,400 shares at a price of $1.12 per share, net to the seller in cash, less applicable withholding taxes and without interest. Unless the context otherwise requires, all references to “shares” shall refer to the Common Stock of the Company.

The Tender Offer will expire at 5:00 PM, Eastern Time, on August 15, 2007, unless extended as described in Section 15.

We will purchase only shares properly tendered and not properly withdrawn. However, because of the “odd lot” priority, proration and conditional tender provisions described in this Offer to Purchase, we may not purchase all of the shares tendered if more than the number of shares we seek are properly tendered. We will return shares that we do not purchase because of the “odd lot” priority, proration or conditional tender provisions to the tendering shareholders at our expense promptly following the Expiration Time. See Section 1.

Tendering shareholders whose shares are registered in their own names and who tender directly to Continental Stock Transfer & Trust Company, the Depositary for the Tender Offer, will not be obligated to pay brokerage fees or commissions or, except as described in Section 5, stock transfer taxes on the purchase of shares by us in the Tender Offer. If you own your shares through a bank, broker, dealer, trust company or other nominee and the nominee tenders your shares on your behalf, the nominee may charge you a fee for doing so. You should consult your bank, broker, dealer, trust company or other nominee to determine whether any charges will apply.

Participants in our 401(K) Plan may not use the Letter of Transmittal to direct the tender of their shares held in the plan, but instead must follow the separate instructions related to those shares. Participants in our 401(K) Plan may instruct the trustee of the plan as set forth in the “Letter to Hudson Technologies, Inc. 401(K) Savings Plan Participants” to tender some or all of the shares attributed to the participant’s account. If a participant’s instructions are not received three business days prior to the Expiration Date, the trustee will not tender shares attributable to the participant’s account. See Section 3.

The Tender Offer is not conditioned upon any minimum number of shares being tendered or any financing condition. Our obligation to accept, and pay for, shares validly tendered pursuant to the Tender Offer is conditioned upon satisfaction or waiver of the conditions set forth in Section 7.

The Independent Directors have approved the Tender Offer. However, neither management nor any member of our Board of Directors, nor the Depositary and Information Agent makes any recommendation to any shareholder as to whether to tender or refrain from tendering any shares. We have not authorized any person to make any recommendation. You should carefully evaluate all information in the Tender Offer and should consult your own investment and tax advisors. You must make your own decision whether to tender your shares and, if so, how many shares to tender. In doing so, you should read carefully the information in this Offer to Purchase and in the Letter of Transmittal. See Section 2.

Our directors and executive officers, including all of the Purchasing Members, have advised us that they do not intend to tender any of their shares of the Company’s Common Stock, including the Management Shares, in the Tender Offer. Accordingly, if we complete the Tender Offer and/or the Contingent Purchase, the proportional holdings of our directors and executive officers will increasefrom the amounts owned by them immediately prior to the consummation of the Tender Offer. However, our directors and executive officers may, in compliance with stock ownership guidelines and applicable law, sell their shares in open market or other transactions at prices that may or may not be more favorable than the purchase price to be paid to our shareholders in the Tender Offer. See Sections 2, 8.

On June 28, 2007, Fleming sold 14,911,600 shares of the Company’s Common Stock as part of the Transactions at a purchase price of $0.65 per share and with completion of these sales Fleming continues to own 4,225,849 shares of Common Stock, representing approximately 21% of the Company’s issued and outstanding shares at the time of the commencement of the TenderOffer. Fleming has advised that it does not intend to tender any of its shares of the Company’s Common Stock in the Tender Offer. Accordingly, if we complete the Tender Offer, Fleming’s proportional holdings will increase to approximately 22%. To the extent that the shareholders do not elect to accept the Company’s Tender Offer, and some or all of the Tender Offer Funds have not been used in the Tender Offer, the Company will utilize all of the remaining Tender Offer Funds, to complete the Contingent Purchase, in which case Fleming’s proportional holdings will be between 16% and 22%, depending on the number of shares purchased in the Contingent Purchase.

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Any tendering shareholder or other payee that fails to complete, sign and return to the Depositary the Substitute Form W-9 included in the Letter of Transmittal (or such other IRS form as may be applicable) may be subject to United States backup withholding at a rate equal to 28% of the gross proceeds paid to the holder or other payee pursuant to the Tender Offer, unless such holder establishes that it is exempt from backup withholding. See Section 3. Also see Section 14 of this Offer to Purchase regarding certain United States federal income tax consequences of a sale of shares pursuant to the Tender Offer.

Immediately prior to the completion of the Transactions, there were 25,915,464 shares of our Common Stock issued and outstanding. As a result of the Transactions and the purchase by the Company of the Retired Shares, as of the commencement of the Tender Offer, there are 20,234,664 shares of our Common Stock issued and outstanding. The 1,167,400 shares that we are offering to purchase hereunder represent approximately 5.6% of the total number of issued and outstanding shares of our Common Stock as of the commencement of the Tender Offer. The shares are listed and traded on NASDAQ under the symbol “HDSN”. On June 28, 2007, the last full trading day before the commencement of the Tender Offer, the reported closing price of the shares on NASDAQ was $1.12 per share. Shareholders are urged to obtain current market quotations for the shares before deciding whether and at what purchase price or purchase prices to tender their shares. See Section 8.

THE TENDER OFFER

1. Number of Shares; Price; Priority of Purchase

General. Upon the terms and subject to the conditions of the Tender Offer, we will purchase up to 1,167,400 shares of our Common Stock, or if fewer shares are properly tendered, all shares that are properly tendered and not properly withdrawn in accordance with Section 4, at a price of $1.12 per share, net to the seller in cash, less any applicable withholding tax and without interest. Pursuant to this Tender Offer, and except for “odd lots”, tendering shareholders may properly tender no more than 25% of all shares held in the name of or beneficially owned in the aggregate by each shareholder.

The term “Expiration Time” means 5:00 PM, Eastern Time, on August 15, 2007, unless we, in our sole discretion, extend the period of time during which the Tender Offer will remain open, in which event the term “Expiration Time” shall refer to the latest time and date at which the Tender Offer, as so extended by us, shall expire. See Section 15 for a description of our right to extend, delay, terminate or amend the Tender Offer.

If the Tender Offer is over-subscribed as described below, shares tendered and not properly withdrawn will be subject to proration, except for “odd lots”. The proration period and, except as described herein, withdrawal rights expire at the Expiration Time.

If we:

• Make any change to the price at which we are offering to purchase the shares ; or

• increase the number of shares being sought in the Tender Offer and such increase in the number of shares being sought exceeds 2% of our outstanding shares; or

• decrease the number of shares being sought in the Tender Offer; and

the Tender Offer is scheduled to expire at any time earlier than the expiration of a period ending at 5:00 PM Eastern Time on the tenth business day (as defined below) from, and including, the date that notice of any such increase or decrease is first published, sent or given in the manner specified in Section 15, then the Tender Offer will be extended until the expiration of such ten business day period. For the purposes of the Tender Offer, unless otherwise specified, a “business day” means any day other than a Saturday, Sunday or United States federal holiday and consists of the time period from 12:01 a.m. to 12:00 Midnight, Eastern Time.

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The Tender Offer is not conditioned on any minimum number of shares being tendered. The Tender Offer is, however, subject to satisfaction of certain other conditions.

All shares we acquire in the Tender Offer will be acquired at the same purchase price. We will purchase only shares properly tendered and not properly withdrawn. However, because of the “odd lot” priority, proration and conditional tender provisions described in this Offer to Purchase, we may not purchase all of the shares tendered if more than the number of shares we seek to purchase are properly tendered and not properly withdrawn. We will return shares tendered that we do not purchase because of the “odd lot” priority, proration or conditional tender provisions to the tendering shareholders at our expense promptly after the Tender Offer expires.

Shareholders also can specify the order in which we will purchase the specified portions in the event that, as a result of the proration provisions or otherwise, we purchase some but not all of the tendered shares pursuant to the Tender Offer. In the event a shareholder does not designate the order and fewer than all shares are purchased due to proration, the Depositary will select the order of shares purchased.

If the number of shares properly tendered and not properly withdrawn prior to the Expiration Time is less than or equal to 1,167,400 shares, or such greater number of shares as we may elect to accept for payment, we will, subject to applicable law and upon the terms and subject to the conditions of the Tender Offer, purchase all shares so tendered at the purchase price set forth in this Offer to Purchase.

Priority of Purchases. Upon the terms and subject to the conditions of the Tender Offer, if more than 1,167,400 shares, or such greater number of shares as we may elect to accept for payment, have been properly tendered and not properly withdrawn prior to the Expiration Time, we will, subject to applicable law, purchase properly tendered shares on the basis set forth below:

• First, we will purchase all shares tendered by any Odd Lot Holder (as defined below) who:

• tenders all shares owned beneficially and of record by the Odd Lot Holder (tenders of less than all of the shares owned by an Odd Lot Holder will not qualify for this priority); and

• completes the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery.

• Second,, subject to the conditional tender provisions described in Section 6, we will purchase up to 25% of the shares owned by all other shareholders from such other shareholders who properly tender up to 25% of all of their shares, on a pro rata basis with appropriate adjustments to avoid purchases of fractional shares, as described below.

As a result of the foregoing priorities applicable to the purchase of shares tendered, it is possible that all of the shares that a shareholder tenders in the Tender Offer may not be purchased. In addition, if a tender is conditioned upon the purchase of a specified number of shares, it is possible that none of those shares will be purchased.

Odd Lots.The term “odd lots” means all shares properly tendered prior to the Expiration Time and not properly withdrawn by any person (an “Odd Lot Holder”) who owns beneficially or of record 100 shares or less in the aggregate and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery.

To qualify for this priority, an Odd Lot Holder must tender all shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. “Odd lots” will be accepted for payment before any proration of the purchase of other tendered shares. This priority is not available to partial tenders or to beneficial or record holders of more than 100 shares in the aggregate, even if these holders have separate accounts or certificates representing 100 shares or less. By tendering in the Tender Offer, an Odd Lot Holder who holds shares in its name and tenders its shares directly to the Depositary would also avoid any applicable odd lot discounts in a sale of the holder’s shares. Any Odd Lot Holder wishing to tender all of its shares pursuant to the Tender Offer should complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery.

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Proration. If proration of tendered shares is required, we will determine the proration factor promptly following the Expiration Time. Subject to adjustment to avoid the purchase of fractional shares and subject to the provisions governing conditional tenders described in Section 6, proration for each shareholder tendering shares, other than Odd Lot Holders, will be based on the ratio of the number of shares properly tendered and not properly withdrawn by the shareholder to the total number of shares properly tendered and not properly withdrawn by all shareholders, other than Odd Lot Holders. Because of the difficulty in determining the number of shares properly tendered and not properly withdrawn, and because of the “odd lot” priority described above, and the conditional tender procedure described in Section 6, we expect that we will not be able to announce the final proration factor or commence payment for any shares purchased pursuant to the Tender Offer until up to ten business days after the Expiration Time. The preliminary results of any proration will be announced by press release promptly after the Expiration Time. After the Expiration Time, shareholders may obtain preliminary proration information from the Information Agent and also may be able to obtain the information from their brokers.

The number of shares that we will purchase from any shareholder, other than an Odd Lot Holder, will not exceed 25% of the total shares held in the name of or beneficially owned by any shareholder in the aggregate.

As described in Section 14, the number of shares that we will purchase from a shareholder in the Tender Offer may affect the United States federal income tax consequences to that shareholder and, therefore, may be relevant to a shareholder’s decision whether or not to tender shares and whether to condition any tender upon our purchase of a stated number of shares held by such shareholder.

This Offer to Purchase and the Letter of Transmittal will be mailed to record holders of shares and will be furnished to brokers, dealers, commercial banks and trust companies whose names, or the names of whose nominees, appear on our shareholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of shares.

2. Purpose of the Tender Offer; Certain Effects of the Tender Offer.

On June 26, 2007, the Company, through its subsidiary company Hudson Technologies Company (“HTC”), entered into an Amended and Restated Loan Agreement (the “Loan Agreement”) with Keltic Financial Partners, LP (“Keltic”), which amended and increased HTC’s existing credit facility with Keltic, and which provides for borrowings of up to $10,000,000 (the “Facility”). The Facility consists of a revolving line of credit and two separate term loans (the “Term Loans”), and expires on June 26, 2010. Advances under the revolving line of credit may not exceed $10,000,000 less the total balance remaining under the Term Loans, and are limited to (i) 85% of eligible trade accounts receivable and (ii) 50% of eligible inventory. The Term Loans are 7 year amortizing loans with balloon payments due on June 26, 2010, and consist of an Amended and Restated Term Loan A with maximum advances of $2,500,000, and a new Term Loan B with maximum advances of $4,500,000. At June 26, 2007, all borrowings under the Facility bore interest at an interest rate equal to 8.625%, which was the prime rate, plus .375%.

The Company intends to utilize a total of $5,000,008 of borrowings under the Facility (the “Loan Proceeds”) to purchase and retire 6,848,200 shares, representing approximately 26% of the outstanding shares prior to the consummation of the Transactions. On June 28, 2007, we used $3,692,520 of the Loan Proceeds to purchase the Retired Shares from Fleming at a price of $0.65 per share pursuant to the Agreement. The Company intends to utilize an additional $1,307,488 of borrowings under the Facility, representing the balance of the Loan Proceeds, to purchase and retire up to 1,167,400 shares through this Tender Offer.

The making of this Tender Offer was made in connection with Fleming’s agreement to sell the Retired Shares to the Company at a discount to market, in order to provide all shareholders with an opportunity to participate in the Company’s decision to utilize $5,000,008 to buy-back and retire shares of the Company’s Common Stock and to thereby receive a return of some or all of their investment in the Company if they so elect. The Tender Offer provides the Company’s shareholders with an opportunity to obtain liquidity with respect to some or all of their shares (or, in the case of tendering Odd Lot Holders, all of their shares), without potential disruption to the share price and the usual transaction costs associated with market sales. See Sections 5, 9 and 11.

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In determining to proceed with the Transactions and the Tender Offer, the Independent Directors have reviewed and considered, with the assistance of information supplied by management, our free cash flow, financial position, the market price of our Common Stock, the desire of Fleming to liquidate a substantial portion of their holdings in the Company, as well as our operations, strategy and expectations for the future. See Section 2. Based upon that review, the Independent Directors believe that the Company will have sufficient cash flow to support the debt of $5,000,008 being borrowed by the Company under the Facility, of which $3,692,520 will be used to purchase the Retired Shares and $1,307,488 will be used as the Tender Offer Funds. The costs incurred by the Company in connection with the Transactions and this Tender Offer will be paid from the Company’s operations. See Section 9.

The size and number of shares to be purchased in the Tender Offer, was determined based upon the ownership of all shareholders other than Fleming. Immediately prior to the Transactions, all shareholders other than Fleming held a total of 6,778,015 shares of our Common Stock out of a total of 25,915,464 shares outstanding, representing a collective 26.15% ownership interest in the Company. Based upon that percentage, it was determined that 26.15% of the Loan Proceeds, or $1,307,488 would used by the Company to purchase and retire shares through the Tender Offer, and that the balance of the Loan Proceeds, or $3,692,520, would be used to purchase the Retired Shares from Fleming. See Sections 5, 9 and 11.

To the extent that the shareholders do not tender their shares in the Company’s Tender Offer, and some or all of the Tender Offer Funds have not been used in the Tender Offer, following expiration of the Tender Offer, the Company will, in accordance with the Agreement, utilize all of the remaining Tender Offer Funds to complete the Contingent Purchase.

The Tender Offer provides shareholders with an opportunity to obtain liquidity with respect to a portion of their shares, without potential disruption to the share price and the usual transaction costs associated with market sales. In addition, all shareholders (other than shareholders tendering Odd Lots), particularly shareholders who do not participate in the Tender Offer, will automatically increase their relative percentage ownership in us and our future operations. See Sections 5, 9 and 11.

The Independent Directors have approved the Tender Offer. However, neither management nor any member of our Board of Directors, nor the Depositary and Information Agent makes any recommendation to any shareholder as to whether to tender or refrain from tendering any shares. We have not authorized any person to make any recommendation. You should carefully evaluate all information in the Tender Offer and should consult your own investment and tax advisors. You must make your own decision whether to tender your shares and, if so, how many shares to tender. In doing so, you should read carefully the information in this Offer to Purchase and in the Letter of Transmittal. See Section 2.

Certain Effects of the Tender Offer. With the exception of Odd Lot Holders who tender their shares pursuant to the Tender Offer, all shareholders will continue to be owners of the Company. As a result, if we complete the Tender Offer, those shareholders, particularly those who do not tender their shares to the Company, will realize a proportionate increase in their relative equity interest in the Company and will continue to bear the attendant risks associated with owning our equity securities, including risks resulting from our purchase of shares. Shareholders may be able to sell non-tendered shares in the future on NASDAQ, or otherwise, at a net price significantly higher or lower than the purchase price in the Tender Offer. We can give no assurance as to the price at which a shareholder may be able to sell its shares in the future.

The shares that we acquire in the Tender Offer will be restored to the status of authorized but unissued shares and will be available for us to issue in the future without further shareholder action (except as required by applicable law or the rules of National Association of Securities Dealers, Inc.) for purposes including, without limitation, acquisitions, raising additional capital and the satisfaction of obligations under existing or future employee benefit or compensation programs or stock plans or compensation programs for directors.

To the extent shares are tendered in the Tender Offer, the Tender Offer will reduce our “public float” (the number of shares owned by non-affiliate shareholders and available for trading in the securities markets), and is likely to reduce the number of our shareholders.

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Our directors and executive officers, including all of the Purchasing Members, have advised us that they do not intend to tender any of their shares of the Company’s Common Stock, including the Management Shares, in the Tender Offer. Accordingly, if we complete the Tender Offer and/or the Contingent Purchase, the proportional holdings of our directors and executive officers will increase from the amounts owned by them immediately prior to the consummation of the Tender Offer. However, our directors and executive officers may, in compliance with stock ownership guidelines and applicable law, sell their shares in open market or other transactions at prices that may or may not be more favorable than the purchase price to be paid to our shareholders in the Tender Offer. See Section 11.

On June 28, 2007,Fleming sold 14,911,600 shares of the Company’s Common Stock as part of the Transactions at a purchase price of $0.65 per share and with completion of these sales Fleming continues to own 4,225,849 shares of Common Stock, representing approximately 21% of the Company’s issued and outstanding shares at the time of the commencement of the Tender Offer. Fleming has advised that it does not intend to tender any of its shares of the Company’s Common Stock in the Tender Offer. Accordingly, if we complete the Tender Offer, Fleming’s proportional holdings will increase to approximately 22%. To the extent that the shareholders do not elect to accept the Company’s Tender Offer, and some or all of the Tender Offer Funds have not been used in the Tender Offer, the Company will utilize all of the remaining Tender Offer Funds, to complete the Contingent Purchase, in which case Fleming’s proportional holdings will be between 16% and 22%, depending on the number of shares purchased in the Contingent Purchase.

Except for the foregoing and as otherwise disclosed in this Offer to Purchase or the documents incorporated by reference herein, we currently have no plans, proposals or negotiations underway that relate to or would result in:

• any extraordinary transaction, such as a merger, reorganization or liquidation, involving us or any of our subsidiaries which is material to us and our subsidiaries, taken as a whole;

• any purchase, sale or transfer of an amount of our assets or any of our subsidiaries’ assets which is material to us and our subsidiaries, taken as a whole;

• any material change in our present Board of Directors or management or any plans or proposals to change the number or the term of directors (although we may fill vacancies arising on the Board of Directors) or to change any material term of the employment contract of any executive officer;

• any material change in our present dividend rate or policy, our indebtedness or capitalization, our corporate structure or our business;

• our ceasing to be authorized to be quoted on NASDAQ;

• our Common Stock becoming eligible for termination of registration under Section 12(b) of the Exchange Act;

• the suspension of our obligation to file reports under Section 13 or 15(d) of the Exchange Act;

• the acquisition or disposition by any person of our securities; or

• any changes in our charter or bylaws that could impede the acquisition of control of us.

Notwithstanding the foregoing, we have regularly considered alternatives to enhance shareholder value, including open market repurchases of our shares, modifications of our dividend policy, strategic acquisitions, divestitures and business combinations, and we intend to continue to consider alternatives to enhance shareholder value. Except as otherwise disclosed in this Offer to Purchase, as of the date hereof, no agreements, understandings or decisions have been reached and there can be no assurance that we will decide to undertake any such alternatives. See Section 11.

3. Procedures for Tendering Shares

Valid Tender. For a shareholder to make a valid tender of shares in the Tender Offer, the Depositary must receive, at one of its addresses set forth on the back cover of this Offer to Purchase and prior to the Expiration Time:

• a Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees (or, in the case of a book-entry transfer, an “agent’s message”) (see “Book-Entry Transfer” below), and any other required documents; and

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• either certificates representing the tendered shares or, in the case of tendered shares delivered in accordance with the procedures for book-entry transfer described below, a book-entry confirmation of that delivery (see “Book-Entry Transfer” below).

In the alternative, the tendering shareholder must, before the Expiration Time, comply with the guaranteed delivery procedures described below.

If a broker, dealer, commercial bank, trust company, or other nominee holds your shares, it is likely the nominee has established an earlier deadline for you to act to instruct the nominee to accept the Tender Offer on your behalf. We urge you to contact your broker, dealer, commercial bank, trust company, or other nominee to find out the nominee’s applicable deadline.

Participants in our 401(K) Plan that desire to tender shares in the Tender Offer must follow the separate instructions in the “Letter to Hudson Technologies, Inc. 401(K) Savings Plan Participants” sent to participants in the plan along with this Offer to Purchase.

The valid tender of shares by you through one of the procedures described in this Section 3 will constitute a binding agreement between you and us on the terms of, and subject to the conditions to, the Tender Offer.

In accordance with Instruction 5 of the Letter of Transmittal, each shareholder desiring to tender shares pursuant to the Tender Offer must check the box in the section of the Letter of Transmittal captioned “Shares Tendered,” in which case you will be deemed to have tendered your shares.

We urge shareholders who hold shares through brokers or banks to consult the brokers or banks to determine whether transaction costs are applicable if they tender shares through the brokers or banks and not directly to the Depositary.

Shareholders also can specify the order in which we will purchase the specified portions in the event that, as a result of the proration provisions or otherwise, we purchase some but not all of the tendered shares pursuant to the Tender Offer. In the event a shareholder does not designate the order and fewer than all shares are purchased due to proration, the Depositary will select the order of shares purchased.

Odd Lot Holders who tender all their shares must also complete the section captioned “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, to qualify for the priority treatment available to Odd Lot Holders as set forth in Section 1

Book-Entry Transfer. For purposes of the Tender Offer, the Depositary will establish an account for the shares at The Depository Trust Company (the “book-entry transfer facility”) within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the book-entry transfer facility’s system may make book-entry delivery of shares by causing the book-entry transfer facility to transfer those shares into the Depositary’s account in accordance with the book-entry transfer facility’s procedures for that transfer. Although delivery of shares may be effected through book-entry transfer into the Depositary’s account at the book-entry transfer facility, the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees, or an agent’s message, and any other required documents must, in any case, be transmitted to, and received by, the Depositary at one of its addresses listed on the back cover of this Offer to Purchase prior to the Expiration Time, or the tendering shareholder must comply with the guaranteed delivery procedures described below.

The confirmation of a book-entry transfer of shares into the Depositary’s account at the book-entry transfer facility described above is referred to in this Offer to Purchase as a “book-entry confirmation.” Delivery of documents to the book-entry transfer facility in accordance with the book-entry transfer facility’s procedures will not constitute delivery to the Depositary.

The term “agent’s message” means a message transmitted by the book-entry transfer facility to, and received by, the Depositary and forming a part of a book-entry confirmation, stating that the book-entry transfer facility has received an express acknowledgment from the participant tendering shares through the book-entry transfer facility that the participant has received and agrees to be bound by the terms of the Letter of Transmittal and that we may enforce that agreement against that participant.

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Method of Delivery. The method of delivery of shares, the Letter of Transmittal and all other required documents, including delivery through the book-entry transfer facility, is at the election and risk of the tendering shareholder. Shares will be deemed delivered only when actually received by the Depositary (including, in the case of a book-entry transfer, by book-entry confirmation). If you plan to make delivery by mail, we recommend that you deliver by registered mail with return receipt requested and obtain proper insurance. In all cases, sufficient time should be allowed to ensure timely delivery.

Signature Guarantees. No signature guarantee will be required on a Letter of Transmittal for shares tendered thereby if:

• the “registered holder(s)” of those shares signs the Letter of Transmittal and has not completed the box entitled “Special Payment Instructions” in the Letter of Transmittal; or

• those shares are tendered for the account of an “eligible institution.”

A “registered holder” of tendered shares will include any participant in the book-entry transfer facility’s system whose name appears on a security position listing as the owner of those shares, and an “eligible institution” is a “financial institution,” which term includes most commercial banks, savings and loan associations and brokerage houses, that is a participant in any of the following: (i) the Securities Transfer Agents Medallion Program; (ii) The New York Stock Exchange, Inc. Medallion Signature Program; or (iii) the Stock Exchange Medallion Program.

Except as described above, all signatures on any Letter of Transmittal for shares tendered thereby must be guaranteed by an eligible institution. See Instructions 7 and 13 to the Letter of Transmittal. If the certificates for shares are registered in the name of a person other than the signer of the Letter of Transmittal, or if payment is to be made or certificates for shares not tendered or not accepted for payment are to be returned to a person other than the registered holder of the certificates surrendered, then the tendered certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered holders or owners appear on the certificates, with the signatures on the certificates or stock powers guaranteed by an eligible institution. See Instructions 7 and 13 to the Letter of Transmittal.

Guaranteed Delivery. If you wish to tender shares in the Tender Offer and your certificates for shares are not immediately available or the procedures for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Depositary prior to the Expiration Time, your tender may be effected if all the following conditions are met:

• your tender is made by or through an eligible institution;

• a properly completed and duly executed Notice of Guaranteed Delivery in the form we have provided is received by the Depositary, as provided below, prior to the Expiration Time; and

• the Depositary receives at one of its addresses listed on the back cover of this Offer to Purchase and within the period of three trading days after the date of execution of that Notice of Guaranteed Delivery, either: (i) the certificates representing the shares being tendered, in the proper form for transfer, together with all other required documents and a Letter of Transmittal, which has been properly completed and duly executed and includes all signature guarantees required; or (ii) confirmation of book-entry transfer of the shares into the Depositary’s account at the book-entry transfer facility, together with all other required documents and either a Letter of Transmittal, which has been properly completed and duly executed and includes all signature guarantees required, or an agent’s message.

A Notice of Guaranteed Delivery must be delivered to the Depositary by hand, overnight courier, facsimile transmission or mail before the Expiration Time and must include a guarantee by an eligible institution in the form set forth in the Notice of Guaranteed Delivery.

401(K) Plan. Participants in our 401(K) Plan who wish to have the trustee tender eligible shares attributable to their plan account must complete, execute and return to the plan trustee the tender direction form included in the “Letter to Hudson Technologies, Inc. 401(K) Savings Plan Participants” sent to each participant of the plan. Participants in our 401(K) Plan may not use the Letter of Transmittal to direct the tender of their shares held in the plan, but instead must follow the separate direction form sent to them. Although the Tender Offer will remain open to all shareholders until the Expiration Time, if the trustee does not receive a participant’s instructions three business days prior to the Expiration Time, the trustee will not tender shares attributable to the participant’s account. Participants are urged to read the “Letter from Hudson Technologies, Inc. to Participants in its 401(K) Plan” and the separate direction form carefully.

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Return of Unpurchased Shares. The Depositary will return certificates for unpurchased shares promptly after the expiration or termination of the Tender Offer or the proper withdrawal of the shares, as applicable, or, in the case of shares tendered by book-entry transfer at the book-entry transfer facility, the Depositary will credit the shares to the appropriate account maintained by the tendering shareholder at the book-entry transfer facility, in each case without expense to the shareholder.

Tendering Shareholders’ Representation and Warranty; Our Acceptance Constitutes an Agreement. It is a violation of Rule 14e-4 promulgated under the Exchange Act for a person acting alone or in concert with others, directly or indirectly, to tender shares for such person’s own account unless at the time of tender and at the Expiration Time such person has a “net long position” in (i) a number of shares that is equal to or greater than the amount tendered and will deliver or cause to be delivered such shares for the purpose of tendering to us within the period specified in the Tender Offer or (ii) other securities immediately convertible into, exercisable for or exchangeable into shares (“Equivalent Securities”) that is equal to or greater than the number of shares tendered and, upon the acceptance of such tender, will acquire such shares by conversion, exchange, or exercise of such Equivalent Securities to the extent required by the terms of the Tender Offer and will deliver or cause to be delivered such shares so acquired for the purpose of tender to us within the period specified in the Tender Offer. Rule 14e-4 also provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. A tender of shares made pursuant to any method of delivery set forth in this Offer to Purchase will constitute the tendering shareholder’s acceptance of the terms and conditions of the Tender Offer, as well as the tendering shareholder’s representation and warranty to us that (i) such shareholder has a “net long position” in a number of shares or Equivalent Securities at least equal to the shares being tendered within the meaning of Rule 14e-4, and (ii) such tender of shares complies with Rule 14e-4. Our acceptance for payment of shares tendered pursuant to the Tender Offer will constitute a binding agreement between the tendering shareholder and us upon the terms and subject to the conditions of the Tender Offer.

Determination of Validity; Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects. All questions about the number of shares to be accepted, the price to be paid for shares to be accepted and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of shares will be determined by us, in our sole discretion, and our determination will be final and binding on all parties. We reserve the absolute right prior to the expiration of the Tender Offer to reject any or all tenders we determine not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right, subject to applicable law, to waive any conditions of the Tender Offer with respect to all shareholders or any defect or irregularity in any tender with respect to any particular shares or any particular shareholder. If we waive any defect or irregularity in any tender with respect to any shareholder, we will also waive such defect or irregularity with respect to all shareholders. No tender of shares will be deemed to have been validly made until all defects or irregularities relating to it have been cured or waived. Neither we nor the Depositary/Information Agent nor any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Our interpretation of the terms of and conditions to the Tender Offer, including the Letter of Transmittal and the instructions thereto, will be final and binding on all parties.

Lost Certificates. If the share certificates which a registered holder wants to surrender have been lost, destroyed or stolen, the shareholder should follow the instructions set forth in the Letter of Transmittal. See Instruction 9 of the Letter of Transmittal.

United States Federal Income Tax Withholding. Under the United States backup withholding rules, 28% of the gross proceeds payable to a shareholder or other payee pursuant to the Tender Offer must be withheld and remitted to the United States Treasury, unless the shareholder or other payee (i) provides its taxpayer identification number (i.e., its employer identification number or social security number) to the Depositary and certifies that such number is correct and that such shareholder is not subject to backup withholding, or (ii) establishes that an exemption from withholding otherwise applies under applicable regulations. Therefore, unless an exemption exists and is proven in a manner satisfactory to the Depositary, each tendering shareholder that is a U.S. Holder (as defined in Section 14) should complete and sign the Substitute Form W-9 included as part of the Letter of Transmittal so as to provide the information and certification necessary to avoid backup withholding. Certain shareholders (including, among others, certain corporations) are not subject to these backup withholding and reporting requirements. In order for a foreign shareholder to qualify as an exempt recipient, that shareholder must submit a statement (generally, an IRS Form W-8 BEN), signed under penalties of perjury, attesting to that shareholder’s exempt status. Such statements can be obtained from the Depositary. See Instruction 2 of the Letter of Transmittal.

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ANY TENDERING SHAREHOLDER OR OTHER PAYEE THAT FAILS TO COMPLETE FULLY AND SIGN THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL (OR SUCH OTHER IRS FORM AS MAY BE APPLICABLE) MAY BE SUBJECT TO REQUIRED UNITED STATES BACKUP WITHHOLDING AT A RATE EQUAL TO 28% OF THE GROSS PROCEEDS PAID TO SUCH SHAREHOLDER OR OTHER PAYEE PURSUANT TO THE TENDER OFFER.

In addition, gross proceeds payable pursuant to the Tender Offer to a foreign shareholder or its agent will be subject to withholding of United States federal income tax at a rate of 30%, unless the Company determines that a reduced rate of withholding is applicable pursuant to a tax treaty or that an exemption from withholding is applicable because such gross proceeds are effectively connected with the conduct of a trade or business within the United States and, in either case, the foreign shareholder provides the appropriate certification, as described below. For this purpose, a foreign shareholder is any shareholder that is not for United States federal income tax purposes: (a) an individual citizen or resident of the United States, (b) a corporation, partnership, or other entity created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (c) an estate the income of which is subject to United States federal income taxation regardless of its source, or (d) a trust if either: (1) a United States court is able to exercise primary supervision over the administration of the trust, and one or more United States persons have the authority to control all substantial decisions of the trust or (2) a trust has a valid election in effect to be treated as a United States person under applicable Treasury Regulations.

A foreign shareholder may be eligible to file for a refund of such tax or a portion of such tax withheld if such shareholder meets the “complete termination,” “substantially disproportionate” or “not essentially equivalent to a dividend” tests described in Section 14 or if such shareholder is entitled to a reduced rate of withholding pursuant to a tax treaty and we withheld at a higher rate. In order to obtain a reduced rate of withholding under a tax treaty, a foreign shareholder must deliver to the Depositary before payment a properly completed and executed IRS Form W-8BEN claiming such an exemption or reduction. Such forms can be obtained from the Depositary. In order to claim an exemption from withholding on the grounds that gross proceeds paid pursuant to the Tender Offer are effectively connected with the conduct of a trade or business within the United States, a foreign shareholder must deliver to the Depositary a properly completed and executed IRS Form W-8ECI claiming such exemption. Such forms can be obtained from the Depositary. See Instruction 2 of the Letter of Transmittal. Backup withholding generally will not apply to amounts subject to the 30% statutory or a treaty-reduced rate of withholding. Foreign shareholders are urged to consult their own tax advisors regarding the application of United States federal income tax withholding, including eligibility for a withholding tax reduction or exemption and the refund procedure.

For a discussion of material United States federal income tax consequences to tendering shareholders, see Section 14.

4. Withdrawal Rights

Except as this Section 4 otherwise provides, tenders of shares are irrevocable. You may withdraw shares that you have previously tendered in the Tender Offer according to the procedures described below at any time prior to the Expiration Time for all shares. You may also withdraw your previously tendered shares at any time after 5:00 P.M., Eastern Time, on August 15, 2007 unless such shares have been accepted for payment as provided in the Tender Offer.

For a withdrawal to be effective, a written notice of withdrawal must:

• be received in a timely manner by the Depositary at one of its addresses listed on the back cover of this Offer to Purchase; and

• specify the name of the person having tendered the shares to be withdrawn, the number of shares to be withdrawn and the name of the registered holder of the shares to be withdrawn, if different from the name of the person who tendered the shares.

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If certificates for shares have been delivered or otherwise identified to the Depositary, then, prior to the physical release of those certificates, the serial numbers shown on those certificates must be submitted to the Depositary and, unless an eligible institution has tendered those shares, an eligible institution must guarantee the signatures on the notice of withdrawal.

If a shareholder has used more than one Letter of Transmittal or has otherwise tendered shares in more than one group of shares, the shareholder may withdraw shares using either separate notices of withdrawal or a combined notice of withdrawal, so long as the information specified above is included.

If shares have been delivered in accordance with the procedures for book-entry transfer described in Section 3, any notice of withdrawal must also specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn shares and otherwise comply with the book-entry transfer facility’s procedures.

Withdrawals of tenders of shares may not be rescinded and any shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Tender Offer. Withdrawn shares may be retendered at any time prior to the Expiration Time by again following one of the procedures described in Section 3.

We will decide, in our sole discretion, all questions as to the form and validity, including time of receipt, of notices of withdrawal, and each such decision will be final and binding on all parties. We also reserve the absolute right to waive any defect or irregularity in the withdrawal of shares by any shareholder. However, if we waive any defect or irregularity in any withdrawal with respect to any shareholder, we will also waive such defect or irregularity with respect to all shareholders. Neither we nor the Depositary and Information Agent nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Participants in our 401(K) Plan who wish to have the trustee withdraw previously tendered shares attributable to their plan account must follow the procedures set forth in the “Letter to Hudson Technologies, Inc. 401(K) Savings Plan Participants” sent separately to each plan participant.

If we extend the Tender Offer, are delayed in our purchase of shares, or are unable to purchase shares in the Tender Offer as a result the occurrence of a condition disclosed in Section 7, then, without prejudice to our rights in the Tender Offer, the Depositary may, subject to applicable law, retain tendered shares on our behalf, and such shares may not be withdrawn except to the extent tendering shareholders are entitled to withdrawal rights as described in this Section 4. Our reservation of the right to delay payment for shares which we have accepted for payment is limited by Rule 13e-4(f)(5) promulgated under the Exchange Act, which requires that we must pay the consideration offered or return the shares tendered promptly after termination or withdrawal of a tender offer.

5. Purchase of Shares and Payment of Purchase Price

Upon the terms and subject to the conditions of the Tender Offer, promptly following the Expiration Time, we will accept for payment and pay the purchase price for (and thereby purchase) up to 1,167,400 shares (or such greater number of shares as we may elect to accept for payment, subject to applicable law) properly tendered and not properly withdrawn before the Expiration Time.

For purposes of the Tender Offer, we will be deemed to have accepted for payment (and therefore purchased), subject to the “odd lot” priority, proration and conditional tender provisions of this Tender Offer, shares that are properly tendered and not properly withdrawn only when, as and if we give oral or written notice to the Depositary of our acceptance of the shares for payment pursuant to the Tender Offer.

Upon the terms and subject to the conditions of the Tender Offer, we will accept for payment and pay the per share purchase price for all of the shares accepted for payment pursuant to the Tender Offer promptly after the Expiration Time. In all cases, payment for shares tendered and accepted for payment pursuant to the Tender Offer will be made promptly, subject to possible delay in the event of proration, but only after timely receipt by the Depositary of:

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• certificates for shares or a timely book-entry confirmation of the deposit of shares into the Depositary’s account at the book-entry transfer facility;

• a properly completed and duly executed Letter of Transmittal (or, in the case of a book-entry transfer, an agent’s message); and

• any other required documents.

We will pay for shares purchased pursuant to the Tender Offer by depositing the aggregate purchase price for the shares with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payment from us and transmitting payment to the tendering shareholders.

In the event of proration, we will determine the proration factor and pay for those tendered shares accepted for payment promptly after the Expiration Time. However, we expect that we will not be able to announce the final results of any proration or commence payment for any shares purchased pursuant to the Tender Offer until up to ten business days after the Expiration Time. Unless a shareholder specifies otherwise in the Letter of Transmittal, certificates for all shares tendered and not purchased, including all shares not purchased due to proration or conditional tender, will be returned or, in the case of shares tendered by book-entry transfer, will be credited to the account maintained with the book-entry transfer facility by the participant who delivered the shares, to the tendering shareholder at our expense promptly after the Expiration Time or termination of the Tender Offer.

Under no circumstances will we pay interest on the purchase price, including but not limited to, by reason of any delay in making payment. In addition, if certain events occur, we may not be obligated to purchase shares pursuant to the Tender Offer. See Section 7.

We will pay all stock transfer taxes, if any, payable on the transfer to us of shares purchased pursuant to the Tender Offer. If, however, payment of the purchase price is to be made to, or (in the circumstances permitted by the Tender Offer) if unpurchased shares are to be registered in the name of, any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder or the other person), payable on account of the transfer to the person will be deducted from the purchase price unless satisfactory evidence of the payment of the stock transfer taxes, or exemption from payment of the stock transfer taxes, is submitted.

Any tendering shareholder or other payee that fails to complete fully, sign and return to the Depositary the Substitute Form W-9 included in the Letter of Transmittal (or such other IRS form as may be applicable) may be subject to required United States backup withholding at a rate equal to 28% of the gross proceeds paid to the shareholder or other payee pursuant to the Tender Offer. See Section 3. Also see Section 3 regarding U.S. federal income tax consequences for foreign shareholders.

6. Conditional Tender of Shares

Subject to the exception for Odd Lot Holders, in the event of an over-subscription of the Tender Offer, shares tendered prior to the Expiration Time will be subject to proration. See Section 1. As discussed in Section 14, the number of shares to be purchased from a particular shareholder may affect the tax treatment of the purchase to the shareholder and the shareholder’s decision whether to tender. Accordingly, a shareholder may tender shares subject to the condition that a specified minimum number of the shareholder’s shares tendered pursuant to a Letter of Transmittal must be purchased if any shares tendered are purchased. Any shareholder desiring to make a conditional tender must so indicate in the section entitled “Conditional Tender” in the Letter of Transmittal, and, if applicable, in the Notice of Guaranteed Delivery.

Any tendering shareholder wishing to make a conditional tender must calculate and appropriately indicate the minimum number of shares that must be purchased if any are to be purchased. After the Tender Offer expires, if more than 1,167,400 shares (or such greater number of shares as we may elect to accept for payment, subject to applicable law) are properly tendered and not properly withdrawn, so that we must prorate our acceptance of and payment for tendered shares, we will calculate a preliminary proration percentage based upon all shares properly tendered, conditionally or unconditionally. If the effect of this preliminary proration would be to reduce the number of shares to be purchased from any shareholder below the minimum number specified, the tender will automatically be regarded as withdrawn (except as provided in the next paragraph). All shares tendered by a shareholder subject to a conditional tender and regarded as withdrawn as a result of proration will be returned at our expense, promptly after the Expiration Time.

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After giving effect to these withdrawals, we will accept the remaining shares properly tendered, conditionally or unconditionally, on a pro rata basis, if necessary. If conditional tenders would otherwise be regarded as withdrawn and would cause the total number of shares to be purchased to fall below 1,167,400 (or such greater number of shares as we may elect to accept for payment, subject to applicable law) then, to the extent feasible, we will select enough of the conditional tenders that would otherwise have been withdrawn to permit us to purchase 1,167,400 shares (or such greater number of shares as we may elect to accept for payment, subject to applicable law). In selecting among the conditional tenders, we will select by random lot, treating all tenders by a particular taxpayer as a single lot, and will limit our purchase in each case to the designated minimum number of shares to be purchased. To be eligible for purchase by random lot, shareholders whose shares are conditionally tendered must have tendered all of their shares.

7. Conditions of the Tender Offer

Notwithstanding any other provision of the Tender Offer, we will not be required to accept for payment, purchase or pay for any shares tendered, and may terminate or amend the Tender Offer or may postpone the acceptance for payment of, or the purchase of and the payment for shares tendered, subject to Rule 13e-4(f)(5) under the Exchange Act (which requires that the issuer making the tender offer shall either pay the consideration offered or return tendered securities promptly after the termination or withdrawal of the tender offer), if at any time prior to the Expiration Time any of the following events has occurred (or shall have been reasonably determined by us to have occurred) that, in our reasonable judgment and regardless of the circumstances giving rise to the event or events (other than any such event or events that are proximately caused by our action or failure to act), make it inadvisable to proceed with the Tender Offer or with acceptance for payment:

• there has occurred any change in the general political, market, economic or financial conditions, domestically or internationally, that is reasonably likely to materially and adversely affect our business or the trading in the shares, including, but not limited to, the following:

• any general suspension of, or general limitation on prices for, or trading in, securities on any national securities exchange in the United States or in the over-the-counter market;

• a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation (whether or not mandatory) by any governmental agency or authority on, or any other event that, in our reasonable judgment, could reasonably be expected to adversely affect, the extension of credit by banks or other financial institutions in the United States;

• the commencement of a war, armed hostilities or other similar national or international calamity directly or indirectly involving the United States after June 28, 2007 or any material escalation of any war or armed hostilities which had commenced on or prior to June 28, 2007;

• a decrease in excess of 10% in the market price for the shares or in the Dow Jones Industrial Average, NASDAQ Composite Index or the S&P 500 Composite Index; or

• legislation amending the Code (as defined in Section 14) having been passed by either the U.S. House of Representatives or the Senate or being pending before the U.S. House of Representatives or the Senate or any committee thereof, the effect of which, in our reasonable judgment, would be to change the tax consequences of the transaction contemplated by the Tender Offer in any manner that would adversely affect us or any of our affiliates;

• there has been instituted, threatened, or been pending any action, proceeding, application or counterclaim by or before any court or governmental, administrative or regulatory agency or authority, domestic or foreign, or any other person or tribunal, domestic or foreign, which:

• challenges or seeks to challenge, restrain, prohibit or delay the making of the Tender Offer, the acquisition by us of the shares in the Tender Offer, or any other matter relating to the Tender Offer, or seeks to obtain any material damages or otherwise relating to the transactions contemplated by the Tender Offer;

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• seeks to make the purchase of, or payment for, some or all of the shares pursuant to the Tender Offer illegal or results in a delay in our ability to accept for payment or pay for some or all of the shares; or

• seeks to impose limitations on our ability (or any affiliate of ours) to acquire the shares or otherwise could reasonably be expected to materially adversely affect the business, properties, assets, liabilities, capitalization, shareholders’ equity, financial condition, operations, licenses, results of operations or prospects of us, our subsidiaries and our affiliates, taken as a whole, or the value of the shares;

• any action has been taken or any statute, rule, regulation, judgment, decree, injunction or order (preliminary, permanent or otherwise) has been proposed, sought, enacted, entered, promulgated, enforced or deemed to be applicable to the Tender Offer or us or any of our subsidiaries or affiliates by any court, government or governmental agency or other regulatory or administrative authority, domestic or foreign, which, in our reasonable judgment:

• indicates that any approval or other action of any such court, agency or authority may be required in connection with the Tender Offer or the purchase of shares thereunder;

• could reasonably be expected to prohibit, restrict or delay consummation of the Tender Offer; or

• otherwise could reasonably be expected to materially adversely affect the business, properties, assets, liabilities, capitalization, shareholders’ equity, financial condition, operations, licenses or results of operations of us, our subsidiaries and our affiliates, taken as a whole;

• a tender or exchange offer for any or all of our outstanding shares (other than this Tender Offer), or any merger, acquisition, business combination or other similar transaction with or involving us or any subsidiary, has been proposed, announced or made by any person or entity or has been publicly disclosed;

• we learn that any entity, “group” (as that term is used in Section 13(d) (3) of the Exchange Act) or person has acquired or proposes to acquire beneficial ownership of more than 5% of our outstanding shares, whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise (other than anyone who acquired such ownership in connection with the Transactions, or anyone who publicly disclosed such ownership in a filing with the SEC on or before June 28, 2007);

• any change (or condition, event or development involving a prospective change) in the business, properties, assets, liabilities, capitalization, shareholders’ equity, financial condition, operations, licenses, results of operations or prospects of us or any of our subsidiaries or affiliates, that, in our reasonable judgment, does or is reasonably likely to have a materially adverse effect on us, our subsidiaries and our affiliates, taken as a whole, or we have become aware of any fact that, in our reasonable judgment, does or is reasonably likely to have a material adverse effect on the value of the shares;

• any approval, permit, authorization, favorable review or consent of any governmental entity required to be obtained in connection with the Tender Offer has not been obtained on terms satisfactory to us in our reasonable discretion; or

• we determine that the consummation of the Tender Offer and the purchase of the shares is reasonably likely to:

• cause the shares to be held of record by less than 300 persons; or

• cause the shares to be delisted from NASDAQ or to be eligible for deregistration under the Exchange Act.

The conditions referred to above are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any of these conditions (other than conditions that are proximately caused by our action or failure to act), and may be waived by us, in whole or in part, at any time and from time to time in our reasonable discretion before the Expiration Time. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any right, and each such right will be deemed an ongoing right that may be asserted at any time and from time to time prior to the Expiration Time. Our right to terminate or amend the Tender Offer or to postpone the acceptance for payment of, or the purchase of and the payment for shares tendered if any of the above listed events occur (or shall have been reasonably determined by us to have occurred) at any time prior to the Expiration Time shall not be affected by any subsequent event regardless of whether such subsequent event would have otherwise resulted in the event having been “cured” or ceasing to exist. Any determination by us concerning the events described above will be final and binding on all parties.

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8. Price Range of the Shares

The shares are traded on NASDAQ Capital Market under the symbol “HDSN”. The following table sets forth, for each of the periods indicated, the high and low sales prices per share as reported by NASDAQ based on published financial sources.

	High		Low
Fiscal 2005
First Quarter	$	1.13	$	0.85
Second Quarter	$	0.94	$	0.76
Third Quarter	$	3.15	$	0.78
Fourth Quarter	$	4.05	$	1.67
Fiscal 2006
First Quarter	$	1.98	$	1.26
Second Quarter	$	1.74	$	1.25
Third Quarter	$	1.62	$	1.02
Fourth Quarter	$	1.35	$	1.00
Fiscal 2007
First Quarter	$	1.31	$	1.04
Second Quarter (through June 28, 2007)	$	1.19	$	1.07

On June 28, 2007, the last full trading day before the commencement of the Tender Offer, the reported closing price of the shares on NASDAQ was $1.12 per share. We urge shareholders to obtain a current market price for the shares before deciding whether to tender their shares.

9. Source and Amount of Funds

On June 28, 2007, we used $3,692,520 of the Loan Proceeds to purchase and retire 5,680,800 shares from Fleming at a price of $0.65 per share pursuant to the Agreement. An additional $1,307,488 of the Loan Proceeds will be used to buy back and retire up to 1,167,400 shares through this Tender Offer.

To the extent that the shareholders do not elect to accept the Tender Offer, and some or all of the Tender Offer Funds have not been used in the Tender Offer, following expiration of the Tender Offer, the Company will, in accordance with the Agreement, utilize all of the remaining Tender Offer Funds to complete the Contingent Purchase. In accordance with Exchange Act Rule 13e-4(f), the Contingent Purchase will not occur until at least ten (10) business days after the expiration of the Tender Offer.

Assuming that the maximum of 1,167,400 shares are tendered in the Tender Offer at $1.12 per share, the aggregate purchase price will be $1,307,488. We anticipate that the shares tendered in the Tender Offer will be paid out of the Loan Proceeds, and that all other related fees and expenses will be paid from our cash and short-term investments.

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10. Information About Hudson Technologies, Inc.

General

The Company is a refrigerant services company providing innovative solutions to recurring problems within the refrigeration industry. The Company's products and services are primarily used in commercial air conditioning, industrial processing and refrigeration systems, including (i) refrigerant sales, (ii) RefrigerantSide® Services performed at a customer's site, consisting of system decontamination to remove moisture, oils and other contaminants and (iii) refrigerant management services consisting primarily of reclamation of refrigerants.

Products and Services

From its inception, the Company has sold refrigerants, and has provided refrigerant reclamation and management services that are designed to preserve refrigerants, thereby protecting the environment from ozone depletion. In addition, the reclamation process allows the refrigerant to be re-used thereby eliminating the need to destroy or manufacture additional refrigerant and eliminating the corresponding impact to the environment associated with the destruction and manufacturing. Today, these offerings represent most of the Company’s revenues. For the past several years, the Company has created alternative solutions to reactive and preventative maintenance procedures that are performed on commercial and industrial refrigeration systems. These services, known as RefrigerantSide® Services, compliment the Company’s refrigerant sales and refrigerant reclamation and management services. In addition, the Company has developed Performance Optimization services that identify inefficiencies in the operation of air conditioning and refrigeration systems and assists companies to improve the efficiency of their systems and save energy. The Company believes that it’s RefrigerantSide® Services, including Performance Optimization services, represent the Company’s long term growth potential. Each of the Company’s products and services are more fully described below.

RefrigerantSide® Services

The Company provides decontamination and recovery services that are performed at a customer's site through the use of portable, high volume, high-speed proprietary equipment, including its patented Zugibeast® system. Certain of these RefrigerantSide® Services, which encompass system decontamination, and refrigerant recovery and reclamation are also proprietary and are covered by process patents.

In addition to the decontamination and recovery services previously described, the Company also provides predictive and diagnostic services for its customers. The Company offers diagnostic services that are intended to predict potential problems in air conditioning and refrigeration systems before they occur. The Company’s Chiller Chemistry® offering integrates several fluid tests of an operating system and integrates the laboratory results into an engineering report providing its customers with an understanding of the current condition of the fluids, the cause for any abnormal findings and the potential consequences if the abnormal findings are not remediated. ChillSmart® combines the diagnostic information of Chiller Chemistry® with a detailed performance evaluation for an operating refrigeration system and recommendations for eliminating any inefficiencies that may have been discovered.

In 2003, the Company was awarded an United States patent for its Performance Optimization System, which is a system for measuring, modifying and improving the efficiency of energy systems, including air conditioning and refrigeration systems, in industrial and commercial applications. Hudson’s Performance Optimization Services are able to identify specific inefficiencies in the operation of refrigeration systems and, when used with Hudson’s RefrigerantSide® Services, can increase the efficiency of the operating systems thereby reducing energy usage and costs. These inefficiencies require power generating companies to produce more energy and, in many instances increase CO₂ emissions to produce the excess energy. Consequently, not only is Hudson’s reclamation system beneficial to the environment, but Hudson’s Performance Optimization Services recommendations are also designed to achieve an overall reduction in CO₂ emissions. The Company’s Performance Optimization Services have allowed the Company to become an Energy Star® Service and Product Provider Partner. The Company’s Performance Optimization System can be customized to a particular customer’s refrigeration system, such as at an industrial facility that utilizes refrigeration in its manufacturing processes, or offered as a stand alone product that can be used with air conditioning and packaged refrigeration systems, such as a comfort cooling application in large office buildings. When the Company combines it Performance Optimization System with its Chiller Chemistry® the Company calls this combined offering ChillSmart®.

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Refrigerant Sales

The Company sells reclaimed and virgin (new) refrigerants to a variety of customers in various segments of the air conditioning and refrigeration industry. Virgin, non-chlorofluorocarbon (“CFC”) refrigerants, including hydro-chlorofluorocarbon refrigerants, are purchased by the Company from several suppliers and resold by the Company, typically at wholesale. The Company continues to sell reclaimed CFC based refrigerants, which are no longer manufactured. The Company regularly purchases used or contaminated refrigerants, some of which are CFC based, from many different sources, which refrigerants are then reclaimed using the Company's high volume proprietary reclamation equipment, the Zugibeast ® system, and resold by the Company.

Refrigerant Management Services

The Company provides a complete offering of refrigerant management services, which primarily include reclamation of refrigerants, laboratory testing, through the Company’s Air Conditioning and Refrigeration Institute certified lab, and banking (storage) services tailored to individual customer requirements. Hudson also separates “crossed” (i.e. commingled) refrigerants and provides re-usable cylinder repair and hydrostatic testing services.

Where You Can Find More Information.

We are subject to the informational filing requirements of the Exchange Act, and, accordingly, are obligated to file reports, statements and other information with the SEC relating to our business, financial condition and other matters. Information, as of particular dates, concerning directors and officers, their remuneration, options and other stock awards granted to them, the principal holders of our securities and any material interest of these persons in transactions with us is required to be disclosed in proxy statements distributed to our shareholders and filed with the SEC. We also have filed an Issuer Tender Offer Statement on Schedule TO with the SEC that includes additional information relating to the Tender Offer.

These reports, statements and other information can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of this material may also be obtained by mail, upon payment of the SEC’s customary charges, from the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. The SEC also maintains a web site on the Internet at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.

Incorporation by Reference.

The rules of the SEC allow us to “incorporate by reference” information into this Offer to Purchase, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The Tender Offer incorporates by reference the documents listed below, including the financial statements and the notes related thereto contained in those documents that have been previously filed with the SEC. These documents contain important information about us.

SEC Filings	Period or Date Filed
Annual Report on Form 10-KSB	Fiscal year ended December 31, 2006
Quarterly Report on Form 10-QSB	Three months ended March 31, 2007
Current Reports on Form 8-K	Filed on January 5, 2007

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You can obtain any of the documents incorporated by reference in this Offer to Purchase from us or from the SEC’s web site at the address described above. Documents incorporated by reference are available from us without charge, excluding any exhibits to those documents. You may request free copies of these filings by writing or telephoning us at the following address: Investor Relations Department, Hudson Technologies, Inc., 225 N. Middletown Road, Pearl River, NY 10965; Toll Free: (800) 953-2244. You may also review and/or download free copies of these filings at our website at www.hudsontech.com. We are not incorporating the contents of our website into this Offer to Purchase and information contained on our website is not part of this Tender Offer.

11. Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares

Immediately prior to the Transactions there were 25,915,464 shares of our Common Stock issued and outstanding. Also, immediately prior to the Transactions, the percentage beneficial ownership of our directors and executive officers as a group (9 persons) was approximately 7.8%.

On June 28, 2007, the Company and the Purchasing Members entered into the Transactions with Fleming pursuant to which Fleming agreed to sell between 14,911,600 and 16,079,000 shares of Common Stock. Pursuant to the Management Agreements, on June 28, 2007, the Purchasing Members purchased the Management Shares from Fleming in a private transaction, for their individual accounts with their own private funds, at a purchase price of $0.65 per share for a total consideration of $6,000,020. Pursuant to the Agreement, on June 28, 2007, the Company has purchased from Fleming, and retired, the Retired Shares at a purchase price of $0.65 per share, for a total consideration of $3,692,520. As part of the Agreement, the Company has agreed to make this Tender Offer to all shareholders. Fleming has advised that it does not intend to tender any of its shares in the Tender Offer.

Assuming that all of the Tender Offer Funds have been used in the Tender Offer, the Company will purchase and retire a total of 1,167,400 shares of the Company’s Common Stock in the Tender Offer. Upon full consummation of the Agreement and completion of the Tender Offer and/or the Contingent Purchase, the percentage beneficial ownership of our directors and officers as a group (9 persons) will increase to approximately 54.1%. However, our directors and executive officers may, in compliance with stock ownership guidelines and applicable law, sell their shares in open market or other transactions at prices that may or may not be more favorable than the purchase price to be paid to our shareholders in the Tender Offer.

The aggregate number and percentage of shares of our Common Stock that were beneficially owned by our current directors and executive officers, immediately prior to the Transactions, and as of the completion of the Transactions, are as set forth in the table below. Assuming we purchase an aggregate of 1,167,400 shares in the Tender Offer, and no director or executive officer or Fleming tenders any shares in the Tender Offer and that there are no Tender Offer Funds available to make the Contingent Purchase, the percentage beneficial ownership of each director and executive officer after the Tender Offer will be approximately as set forth in the table below.

	Prior to Transactions		Upon Completion of Transactions		After Tender offer
Shares outstanding:	25,915,464		20,234,664		19,067,264
Executive Officers & Directors	# shares	% Ben.	# shares	% Ben.	Percentage Ben. owned
and Affiliates	Ben. Owned (1)	Owned	Ben. Owned (1)	Owned	after tender offer
Kevin J. Zugibe	912,775 (2)	3.4	7,374,275 (2)	35.3	37.3
Stephen P. Mandracchia, VP Legal & Regulatory., Secretary	441,514 (3)	1.7	2,441,514 (3)	11.9	12.7
Brian F. Coleman, President	356,889 (4)	1.3	679,989 (4)	3.3	3.5
James R. Buscemi, CFO	142,236 (5)	*	434,536 (5)	2.1	2.3
Charles F. Harkins, VP Sales	201,642 (6)	*	201,642 (6)	1.0	1.1
Vincent Abbatecola	43,500 (7)	*	43,500 (7)	*	*
Dominic J. Monetta	27,600 (7)	*	27,600 (7)	*	*
Otto Morch	37,509 (8)	*	37,509 (8)	*	*
Robert L. Burr	0 (9)	*	0 (9)	*	*
Fleming	19,270,241 (10)	74.0	4,358,641 (10)	21.4	22.7
Total Directors & Officers (9)	2,163,665 (11)	7.8	11,240,565 (11)	51.3	54.2
*Less than 1%

* = Less than 1%

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_______

(1) A person is deemed to be the beneficial owner of securities that can be acquired by such person within 60 days from the applicable measurement date. Each beneficial owner's percentage ownership is determined by assuming that options and warrants that are held by such person (but not held by any other person) and which are exercisable within (i) 60 days from the time immediately prior to the consummation of the Agreement and the Transactions (column headed "Prior to Transactions") or (ii) 60 days from the time immediately after the consummation of the Agreement and the Transactions (column headed “Upon Completion of Transactions) or 60 days from the consummation of the Tender Offer (column headed “After Tender Offer”) have been exercised.Unless otherwise noted, the Company believes that all persons named in the table have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them.

(2) Includes (i) 15,000 shares which may be purchased at $1.90 per share; (ii) 15,000 shares which may be purchased at $1.40 per share; (iii) 25,000 shares which may be purchased at $1.14 per share; (iv) 87,500 shares which may be purchased at $1.13 per share; (v) 193,750 shares which may be purchased at $1.12 per share; (vi) 18,750 shares which may be purchased at $.83 per share; (vii) 18,750 shares which may be purchased at $.95 per share; (viii) 93,750 shares which may be purchased at $1.02 per share; (ix) 18,750 shares which may be purchased at $.87 per share; (x) 18,750 shares which may be purchased at $.83 per share; (xi) 18,750 shares which may be purchased at $2.15 per share; (xii) 123,750 shares which may be purchased at $1.76 per share; (xiii) 21,875 shares which may be purchased at $1.40 per share; and (xiv) 9,300 shares which may be purchased at $1.02 per share under immediately exercisable options.

(3) Includes (i) 20,000 shares which may be purchased at $1.14 per share (ii) 40,000 shares which may be purchased at $1.13 per share; (iii) 9,375 shares which may be purchased at $1.12 per share; (iv) 6,250 shares which may be purchased at $0.83 per share; (v) 6,250 shares which may be purchased at $0.95 per share; (vi) 31,250 shares which may be purchased at $1.02 per share; (vii) 6,250 shares which may be purchased at $0.87 per share; (vii) 6,250 shares which may be purchased at $0.83 per share; (ix) 6,250 shares which may be purchased at $2.15 per share; (x) 51,250 shares which may be purchased at $1.76 per share; (xi) 12,969 shares which may be purchased at $1.40 per share; and (xii) 7,400 shares which may be purchased at $1.02 per share under immediately exercisable options. Also includes 6,420 Common Stock purchase warrants with an exercise price of $0.87 per share.

(4) Includes (i) 25,300 shares which may be purchased at $1.14 per share; (ii) 75,000 shares which may be purchased at $1.13 per share; (iii) 18,750 shares which may be purchased at $1.12 per share; (iv) 12,500 shares which may be purchased at $.83 per share; (v) 12,500 shares which may be purchased at $.95 per share; (vi) 62,500 shares which may be purchased at $1.02 per share; (vii) 12,500 shares which may be purchased at $.87 per share; (viii) 12,500 shares which may be purchased at $.83 per share; (ix) 12,500 shares which may be purchased at $2.15 per share; (x) 82,500 shares which may be purchased at $1.76 per share; (xi) 20,313 shares which may be purchased at $1.40 per share; and (xii) 8,100 shares which may be purchased at $1.02 per share under immediately exercisable options. Also includes 1,926 Common Stock purchase warrants with an exercise price of $.87 per share.

(5) Includes (i) 10,000 shares which may be purchased at $1.30 per share; (ii) 6,250 shares which may be purchased at $1.13 per share; (iii) 9,375 shares which may be purchased at $1.12 per share; (iv) 2,345 shares which may be purchased at $.83 per share; (v) 6,125 shares which may be purchased at $.95 per share; (vi) 31,250 shares which may be purchased at $1.02 per share; (vii) 6,250 shares which may be purchased at $.87 per share; (viii) 6,250 shares which my be purchased at $.83 per share; (ix) 6,259 shares which may be purchased at $2.15 per share; (x) 31,250 shares which may be purchased at $1.76 per share; (xi) 10,391 shares which may be purchased at $1.40 per share; and (xii) 6,500 shares which may be purchased at $1.02 per share under immediately exercisable options.

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(6) Includes (i) 13,114 shares which may be purchased at $1.13 per share; (ii) 14,063 shares which may be purchased at $1.12 per share; (iii) 9,375 shares which may be purchased at $0.83 per share; (iv) 9,375 shares which may be purchased at $0.95 per share; (v) 46,875 shares which may be purchased at $1.02 per share; (vi) 7,032 shares which may be purchased at $0.87 per share; (vii) 8,204 shares which my be purchased at $0.83 per share; (viii) 9,375 shares which may be purchased at $2.15 per share; (ix) 61,875 shares which may be purchased at $1.76 per share; (x) 14,454 shares which may be purchased at $1.40 per share; and (xi) 7,900 shares which may be purchased at $1.02 per share under immediately exercisable options.

(7) Includes (i) 5,000 shares, which may be purchased at $1.13 per share; (ii) 10,000 shares, which may be purchased at $0.95 per share; (iii) 10,000 shares, which may be purchased at $.94 per share; and (iv) 2,500 shares, which may be purchased at $1.12 per share under immediately exercisable options.

(8) Includes (i) 5,000 shares which may be purchased at $0.85 per share; (ii) 5,000 shares which may be purchased at $1.13 per share; (iii) 10,000 shares which may be purchased at $0.95 per share; (iv) 10,000 shares which may be purchased at $.94 per share; and (v) 2,500 shares which may be purchased at $1.12 per share under immediately exercisable options.

(9) Mr. Burr's share ownership excludes all shares of Common Stock beneficially owned by Fleming.

(10) Fleming US Discovery Fund III, L.P. and Fleming US Discovery Offshore Fund III, L.P., and their general partner, Fleming US Discovery Partners, L.P. and its general partner, Fleming US Discovery Partners LLC, collectively referred to as Flemings, are affiliates. The beneficial ownership of the Flemings Funds includes (i) 5,000 shares, which may be purchased at $.85 per share, and (ii) 10,000 shares, which may be purchased at $1.13 per share under immediately exercisable options. Also includes 51,358 Common Stock purchase warrants with an exercise price of $.87 per share, and 66,435 Common Stock purchase warrants with an exercise price of $1.21 per share. Flemings’ address is c/o JP Morgan Chase & Co., 1221 Avenue of the Americas, 40^th Floor, New York, New York 10020, except for Fleming US Discovery Offshore Fund III, L.P. whose address is c/o Bank of Bermuda LTD., 6 Front Street, Hamilton HM11 Bermuda.

(11) Includes exercisable options to purchase 1,668,510 shares of Common Stock, and Common Stock purchase warrants to purchase 8,346 shares of Common Stock, owned by the directors and officers as a group. Excludes shares beneficially owned by Flemings.

401(K) Plan. We have a savings plan in the United States that qualifies under Section 401(K) of the Code, and a number of savings plans in international locations. Participating U.S. employees may contribute up to 50% of their eligible compensation, but not more than statutory limits. Investment options in the 401(K) Plan include our Common Stock, but neither the participant nor our matching contributions are required to be invested in our Common Stock.

Recent Securities Transactions. Based on our records and on information provided to us by our directors, executive officers, affiliates, and subsidiaries, neither we nor any of our directors, executive officers, affiliates or subsidiaries have effected any transactions involving shares of our Common Stock during the 60 days prior to June 28, 2007, except as follows:

• Customary and ongoing purchases of shares under our 401(K) Plan.

Except as otherwise described herein and for the outstanding stock options and other restricted equity interests granted to our directors, executive officers and other employees pursuant to our various Stock Option Plans, which are described in Note 14 to the financial statements contained in our Annual Report on Form 10-KSB for the year ended December 31, 2006, which descriptions are incorporated herein by reference, neither we nor, to the best of our knowledge, any of our affiliates, directors or executive officers, is a party to any agreement, arrangement, understanding or relationship, whether or not legally enforceable, with any other person, relating, directly or indirectly, to the Tender Offer or with respect to any of our securities, including, but not limited to, any agreement, arrangement, understanding or relationship concerning the transfer or the voting of our securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations.

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12. Effects of the Tender Offer on the Market for Shares; Registration under the Exchange Act

The purchase by us of shares in the Tender Offer will reduce the number of shares that might otherwise be traded publicly and is likely to reduce the number of shareholders. However, we believe that there will be a sufficient number of shares outstanding and publicly traded following completion of the Tender Offer to ensure a continued trading market for the shares. Based upon published guidelines of NASDAQ, we do not believe that our purchase of shares in the Tender Offer will cause the remaining outstanding shares to be delisted from NASDAQ. The Tender Offer is conditioned upon there not being any reasonable likelihood, in our reasonable judgment, that the consummation of the Tender Offer and the purchase of shares will cause the shares to be delisted from NASDAQ. See Section 7.

The shares are registered under the Exchange Act, which requires, among other things, that we furnish certain information to our shareholders and the SEC and comply with the SEC’s proxy rules in connection with meetings of our shareholders. We believe that our purchase of shares in the Tender Offer pursuant to the terms of the Tender Offer will not result in the shares becoming eligible for deregistration under the Exchange Act.

13. Legal Matters; Regulatory Approvals

We are not aware of any license or regulatory permit that is material to our business that might be adversely affected by our acquisition of shares as contemplated by the Tender Offer or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic, foreign or supranational, that would be required for the acquisition of shares by us as contemplated by the Tender Offer. Should any such approval or other action be required, we presently contemplate that we will seek that approval or other action where practicable within the time period contemplated by the Tender Offer. We are unable to predict whether we will be required to delay the acceptance for payment of or payment for shares tendered in the Tender Offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial cost or conditions or that the failure to obtain the approval or other action might not result in adverse consequences to our business or financial condition.

14. United States Federal Income Tax Consequences

The following describes material United States federal income tax consequences relevant to the Tender Offer for U.S. Holders (as defined below). This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”) existing and proposed Treasury Regulations, administrative pronouncements and judicial decisions.

This discussion deals only with shareholders who hold their shares as capital assets. This discussion does not deal with all tax consequences that may be relevant to all categories of holders (such as brokers and dealers in securities, foreign currencies, or commodities, traders in securities that elect to mark their holdings to market, financial institutions, banks, regulated investment companies, real estate investment trusts, holders treated as partnerships for federal tax purposes, holders whose functional currency is not the United States dollar, insurance companies, tax-exempt organizations, foreign persons, expatriots, holders with shares received through the exercise of qualified incentive stock options or in other compensatory transactions, holders who may be subject to the alternative minimum tax or personal holding company provisions of the Code, holders who acquire their shares through any 401(K) plan, deferred compensation plan or retirement plan, or holders who hold shares as part of a hedging, integrated, conversion or constructive sale transaction or as a position in a straddle). This discussion does not address the state, local or foreign tax consequences of participating in the Tender Offer. Holders of shares should consult their tax advisors as to the particular consequences to them of participation in the Tender Offer.

As used herein, a “U.S. Holder” means a beneficial holder of shares that is for United States federal income tax purposes: (a) an individual citizen or resident of the United States, (b) a corporation, partnership, or other entity created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (c) an estate the income of which is subject to United States federal income taxation regardless of its source, or (d) a trust if either: (A) a United States court is able to exercise primary supervision over the administration of the trust, and one or more United States persons have the authority to control all substantial decisions of the trust or (B) a trust has a valid election in effect to be treated as a United States person under applicable treasury regulations. The term also includes nonresident alien individuals, foreign corporations, foreign partnerships, and foreign estates and trusts (“foreign shareholders”) to the extent that their ownership of the shares is effectively connected with the conduct of a trade or business within the United States, as well as certain former citizens and residents of the United States who, under certain circumstances, are taxed on income from U.S. sources as if they were citizens or residents. It should also be noted that certain “single member entities” are disregarded for U.S. federal income tax purposes. Such foreign shareholders that are single member non-corporate entities, should consult with their own tax advisors to determine the U.S. federal, state, local, and other tax consequences that may be relevant to them.

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FOREIGN SHAREHOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES AND ANY APPLICABLE FOREIGN TAX CONSEQUENCES OF THE TENDER OFFER AND ALSO SHOULD SEE SECTION 3 FOR A DISCUSSION OF APPLICABLE UNITED STATES WITHHOLDING RULES AND THE POTENTIAL FOR OBTAINING A REFUND OF ALL OR A PORTION OF ANY TAX WITHHELD.

If a limited liability company or partnership holds shares, the tax treatment of a member or partner will generally depend upon the status of such person and the activities of the limited liability company or partnership. A U.S. Holder that is a limited liability company or partnership should consult its own tax advisors regarding the treatment of its members or partners.

Non-Participation in the Tender Offer. U.S. Holders that do not participate in the Tender Offer will not incur any tax liability as a result of the consummation of the Tender Offer.

Exchange of Shares Pursuant to the Tender Offer. An exchange of shares for cash pursuant to the Tender Offer will be a taxable transaction for United States federal income tax purposes. A U.S. Holder that participates in the Tender Offer will be treated, depending on such U.S. Holder’s particular circumstances, either as recognizing gain or loss from the disposition of the shares or as receiving a dividend distribution from the Company.

Sale or Exchange Treatment. Under Section 302 of the Code, a U.S. Holder whose shares are exchanged in the Tender Offer will be treated as having sold such U.S. Holder’s shares, and thus will recognize capital gain or loss if the exchange (a) results in a “complete termination” of all such U.S. Holder’s equity interest in the Company, (b) results in a “substantially disproportionate” redemption with respect to such U.S. Holder, or (c) is “not essentially equivalent to a dividend” to the U.S. Holder. In applying the Section 302 tests, a U.S. Holder must take into account stock that such U.S. Holder constructively owns under attribution rules, pursuant to which the U.S. Holder will be treated as owning Company shares owned by certain family members (except that in the case of a “complete termination” a U.S. Holder may waive, under certain circumstances, attribution from family members) and related entities and Company stock that the U.S. Holder has the right to acquire by exercise of an option.

An exchange results in a “complete termination” of a U.S. Holder’s equity interest in the Company if all of the shares that are owned or deemed owned by the U.S. Holder are exchanged in the Tender Offer.

An exchange of shares for cash will be a “substantially disproportionate” redemption with respect to a U.S. Holder if (i) the percentage of the then-outstanding voting shares owned or deemed owned by such U.S. Holder in the Company immediately after the exchange is less than 80% of the percentage of shares owned or deemed owned by such U.S. Holder in the Company immediately before the exchange, and (ii) immediately after the exchange, the U.S. Holder owns less than 50% of the total combined voting power of all classes of stock entitled to vote.

If an exchange of shares for cash in the Tender Offer does not qualify as a “complete termination” of the U.S. Holder’s interest in the Company and also fails to satisfy the “substantially disproportionate” test, the U.S. Holder nonetheless may satisfy the “not essentially equivalent to a dividend” test. An exchange of shares for cash will satisfy the “not essentially equivalent to a dividend” test if it results in a “meaningful reduction” of the U.S. Holder’s equity interest in the Company. The IRS has indicated in a published revenue ruling that an exchange of shares for cash that results in a reduction of the proportionate equity interest in the Company of a U.S. Holder whose relative equity interest in the Company is minimal (an interest of less than one percent should satisfy this requirement) and that does not exercise any control over or participate in the management of the Company’s corporate affairs should be treated as “not essentially equivalent to a dividend.” For purposes of applying the rules of Section 302 discussed above, it is likely that the transactions between Fleming and the Company, and between Fleming and certain members of management, described herein, will be taken into account.  Thus, these transactions may affect the determination as to whether a U.S. Holder will be treated as having received a dividend or as having sold his or her shares.  Additionally, the determination as to whether a U.S. Holder will be treated as having received a dividend or as having sold his or her shares may also be affected by any other transaction that such U.S. Holder or a related party enters into with respect to the Company's stock either before or after the Tender Offer. A U.S. Holder should consult its tax advisor regarding the application of the rules of Section 302 in such U.S. Holder’s particular circumstances.

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If a U.S. Holder is treated as having sold such U.S. Holder’s shares for cash, such gain or loss will be equal to the difference between the amount of cash received and such U.S. Holder’s adjusted tax basis in the shares exchanged therefor. Any such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the U.S. Holder has held the shares for more than one year as of the date of the exchange. Specific limitations may apply to the deductibility of capital losses by U.S. Holders.

Dividend Treatment. If a U.S. Holder does not meet the requirements of Section 302 of the Code, the exchange of the U.S. Holder’s shares by the Company in the Tender Offer will not be treated as a sale or

exchange under Section 302 of the Code with respect to the U.S. Holder. Instead, the cash received by such U.S. Holder pursuant to the exchange will be treated as a dividend to the extent of the portion of the Company’s current and accumulated earnings and profits allocable to such shares. To the extent that amounts received pursuant to the Tender Offer exceed a U.S. Holder’s allocable share of the Company’s current and accumulated earnings and profits, the distribution will first be treated as a non-taxable return of capital, causing a reduction in the adjusted tax basis of such U.S. Holder’s shares, and any amounts in excess of the U.S. Holder’s adjusted tax basis will constitute capital gain. If such U.S. Holder does not receive an amount sufficient to reduce his tax basis to zero, any remaining adjusted tax basis in the shares tendered will be transferred to any remaining shares held by such U.S. Holder. The amount of the current and accumulated earnings and profits of the Company has not been established.

Provided certain holding period requirements are satisfied, non-corporate holders generally will be subject to United States federal income tax at a maximum rate of 15% on amounts treated as dividends.

To the extent that cash received in exchange for shares is treated as a dividend to a corporate U.S. Holder, (i) it will be eligible for a dividends-received deduction (subject to applicable limitations) to the extent of the earnings and profits of the Company and (ii) it will be subject to the “extraordinary dividend” provisions of Section 1059 of the Code. Corporate U.S. Holders should consult their tax advisors concerning the availability of the dividends-received deduction and the application of the “extraordinary dividend” provisions of the Code in their particular circumstances.

We cannot predict whether or the extent to which the Tender Offer will be oversubscribed. If the Tender Offer is oversubscribed, proration of tenders pursuant to the Tender Offer will cause the Company to accept fewer shares than are tendered. Therefore, a U.S. Holder can be given no assurance that a sufficient number of such U.S. Holder’s shares will be purchased pursuant to the Tender Offer to ensure that such purchase will be treated as a sale or exchange, rather than as a dividend, for United States federal income tax purposes pursuant to the rules discussed above.

See Section 3 with respect to the application of United States federal income tax withholding and backup withholding.

THE PRECEDING DISCUSSION DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OR DISCUSSION OF ALL THE POTENTIAL TAX CONSIDERATIONS RELEVANT TO THE TENDER OFFER. THE FEDERAL TAX DISCUSSION SET FORTH ABOVE MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER’S PARTICULAR SITUATION. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE TAX IMPLICATIONS OF THE TENDER OFFER UNDER APPLICABLE FEDERAL, STATE OR LOCAL LAWS. FOREIGN SHAREHOLDERS SHOULD ALSO CONSULT THEIR OWN TAX ADVISORS REGARDING THE TAX CONSEQUENCES UNIQUE TO HOLDERS WHO ARE NOT U.S. PERSONS.

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15. Extension of the Tender Offer; Termination; Amendment

We expressly reserve the right, in our sole discretion, to terminate the Tender Offer if any of the conditions set forth in Section 7 have occurred and to reject for payment and not pay for any shares not theretofore accepted for payment or paid for or, subject to applicable law, to postpone payment for shares by giving oral or written notice of such termination or postponement to the Depositary and making a public announcement of such termination or postponement. Our reservation of the right to delay payment for shares which we have accepted for payment is limited by Rule 13e-4(f)(5) promulgated under the Exchange Act, which requires that we must pay the consideration offered or return the shares tendered promptly after termination or withdrawal of a tender offer. Subject to compliance with applicable law, we further reserve the right, in our sole discretion, if any of the conditions set forth in Section 7 have occurred, to amend the Tender Offer in any respect, including, without limitation, by decreasing or increasing the consideration offered in the Tender Offer to holders of shares or by decreasing or increasing the number of shares being sought in the Tender Offer. Amendments to the Tender Offer may be made at any time and from time to time effected by public announcement, such announcement, in the case of an extension, to be issued no later than 9:00 a.m., Eastern Time, on the next business day after the last previously scheduled or announced Expiration Time. Any public announcement made in the Tender Offer will be disseminated promptly to shareholders in a manner reasonably designed to inform shareholders of such change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law, we shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release through PR Newswire or another comparable service. In addition, we would file such press release as an exhibit to the Schedule TO.

If we materially change the terms of the Tender Offer or the information concerning the Tender Offer, we will extend the Tender Offer to the extent required by Rules 13e-4(e)(3) and 13e-4(f)(1) promulgated under the Exchange Act. These rules and certain related releases and interpretations of the SEC provide that the minimum period during which a tender offer must remain open following material changes in the terms of the Tender Offer or information concerning the Tender Offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of such terms or information; however, in no event will the Tender Offer remain open for fewer than five business days following such a material change in the terms of, or information concerning, the Tender Offer. If (1)(i) we make any change to the price at which we are offering to purchase shares in the Tender Offer, (ii) decrease the number of shares being sought in the Tender Offer, or (iii) increase the number of shares being sought in the Tender Offer by more than 2% of our outstanding shares and (2) the Tender Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that such notice of an increase or decrease is first published, sent or given to shareholders in the manner specified in this Section 15, the Tender Offer will be extended until the expiration of such ten business day period.

16. Fees and Expenses

We have retained Continental Stock Transfer & Trust Company (“Continental”) to act as Depositary in connection with the Tender Offer. Continental may contact holders of shares by mail, facsimile and personal interviews and may request brokers, dealers and other nominee shareholders to forward materials relating to the Tender Offer to beneficial owners. Continental will receive reasonable and customary amounts of compensation for its services, will be reimbursed by us for reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection with the Tender Offer, including certain liabilities under the federal securities laws.

We will not pay any fees or commissions to brokers, dealers or other persons (other than fees to the Information Agent as described above) for soliciting tenders of shares in the Tender Offer. Shareholders holding shares through brokers or banks are urged to consult the brokers or banks to determine whether transaction costs may apply if shareholders tender shares through the brokers or banks and not directly to the Depositary. We will, however, upon request, reimburse brokers, dealers and commercial banks for customary mailing and handling expenses incurred by them in forwarding the Tender Offer and related materials to the beneficial owners of shares held by them as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank or trust company has been authorized to act as our agent or the agent of the Information Agent and the Depositary for purposes of the Tender Offer. We will pay or cause to be paid all stock transfer taxes, if any, on our purchase of shares, except as otherwise described in Section 5.

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17. Miscellaneous

Pursuant to Rule 13e-4(c)(2) under the Exchange Act, we have filed with the SEC an Issuer Tender Offer Statement on Schedule TO, which contains additional information with respect to the Tender Offer. The Schedule TO, including the exhibits and any amendments and supplements thereto, may be examined, and copies may be obtained, at the same places and in the same manner as is set forth in Section 10 with respect to information concerning us.

Our Board of Directors has authorized us to use any Tender Offer Funds remaining after payment of all shares purchased in this Tender Offer to purchase additional shares of Common Stock from Flemings at the same price as shares purchased in the this Tender Offer. We expect these repurchases to be made promptly after the expiration of the waiting period required by Rule 13e-4(f) under the Exchange Act which prohibits us from purchasing any shares, other than in the Tender Offer until at least 10 business days after the Expiration Time. Accordingly, any additional purchases outside the Tender Offer, including from Flemings, may not be consummated until at least 10 business days after the Expiration Time.

This Offer to Purchase and the Letter of Transmittal do not constitute an offer to purchase securities in any jurisdiction in which such offer is not permitted or would not be permitted. If we become aware of any jurisdiction where the making of the Tender Offer or the acceptance of shares pursuant thereto is not in compliance with applicable law, we will make a good faith effort to comply with the applicable law where practicable. If, after such good faith effort, we cannot comply with the applicable law, the Tender Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of shares in such jurisdiction.

You should only rely on the information contained in this Offer to Purchase or to which we have referred to you. We have not authorized any person to make any recommendation on behalf of us as to whether you should tender or refrain from tendering your shares in the Tender Offer. We have not authorized any person to give any information or to make any representation in connection with the Tender Offer other than those contained in this Offer to Purchase or in the Letter of Transmittal. If anyone makes any recommendation, gives you any information or makes any representation, you must not rely upon that recommendation, information or representation as having been authorized by us, the Depositary and Information Agent.

Hudson Technologies, Inc.

June 29, 2007

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The Letter of Transmittal, certificates for shares and any other required documents should be sent or delivered by each shareholder of the Company or his or her bank, broker, dealer, trust company or other nominee to the Depositary as follows:

The Depositary for the Tender Offer is:

Continental Stock Transfer & Trust Company

By Hand:

Continental Stock Transfer & Trust Company

17 Battery Place, 8^th Floor

New York, NY 10004 

Delivery of the Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery to the Depositary.

Questions and requests for assistance may be directed to the Information Agent at its address and telephone number set forth below. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery should be directed to the Information Agent.

The Information Agent for the Tender Offer is:

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

17 Battery Place

8th Floor

New York, New York 10004

Banks and Brokerage Firms Call: (212) 509-4000 ext 536

U.S. and Canada Call Toll-Free: (800) 509-5586

All Other Countries: 212-509-4000 extension 536

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EX-99.A1B

Exhibit (a)(1)(B)

LETTER OF TRANSMITTAL

Offer to Purchase for Cash

by

HUDSON TECHNOLOGIES, INC.

of

up to 1,167,400 Shares of its Common Stock

at a Purchase Price of $1.12 Per Share

THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,

NEW YORK CITY TIME, ON AUGUST 15, 2007, UNLESS THE TENDER OFFER IS EXTENDED.

Hudson Technologies, Inc. (the “Company”) is offering to purchase up to 1,167,400 shares of its common stock, $.01 par value (“common stock”), in a tender offer, subject to the terms and conditions set forth in the Offer to Purchase dated June 29, 2007 (the “Offer to Purchase”). The offer is being made to all holders of the Company’s common stock at a price of $1.12 share. This Letter of Transmittal is to be completed only if: (a) certificates for shares are being forwarded herewith (and/or, in the case of pledged shares, you instruct the Company to forward certificates for such pledged shares) or (b) a tender of book entry shares is being made to the account maintained by Continental Stock Transfer & Trust Company, as Depositary (the “Depositary”), pursuant to Section 3 of the Offer to Purchase and related agent’s message is not being delivered.

ADDITIONAL INFORMATION AND ASSISTANCE

Questions and requests for assistance relating to the Tender Offer may be directed to the Depositary at 17 Battery Place, 8^th Floor, New York, New York 10004 (telephone number: 212-509-4000, Ext. 536), or to the Company, at 275 North Middletown Road, Pearl River, New York 10965 (Attention: Stephen Mandracchia; telephone number: 845-735-6000, Ext. 604).

WHERE TO FORWARD YOUR TRANSMITTAL MATERIALS

By Mail: Continental Stock Transfer & Trust Company 17 Battery Place, 8th Floor New York, New York 10004	By Overnight Courier: Continental Stock Transfer & Trust Company 17 Battery Place, 8th Floor New York, New York 10004	By Hand: Continental Stock Transfer & Trust Company 17 Battery Place, 8th Floor New York, New York 10004
Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery.
THE OFFER TO PURCHASE AND THIS LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

DESCRIPTION OF SHARES TENDERED
	Name(s) and Address(es) of Registered Owner(s) (Please Fill in, if Blank, Exactly as Name(s) Appear(s) on Share Certificate(s).				Shares Tendered (Attach additional signed list if necessary)
				1	Number of shares you own :
					Certificate Number(s):
					Book Entry:
				2	Number of shares you are tendering (May not exceed 25% of number of shares you own :
					Certificate Number(s):
					Book Entry:
				3	Conditional Tender - minimum number of shares that must be purchased:
					Certificate Number(s):
					Book Entry:
	Indicate below the order (by certificate number or date of pledge agreement) in which shares are to be purchased in the event of proration. If you do not designate an order, if less than all shares tendered are purchased due to proration, shares will be selected for purchase by the Depositary.
1st		2nd	3rd			4th	5th

Exhibit (a)(1)(B)

Note: Signatures must be provided below. Please read the accompanying instructions carefully

Ladies and Gentlemen:

The undersigned hereby tenders to the Company the above-described shares of common stock, at the price per share indicated in this Letter of Transmittal, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase (receipt of which is hereby acknowledged) and in this Letter of Transmittal (which, together with the Offer to Purchase, as they may be amended and supplemented from time to time, constitute the “tender offer”).

Subject to, and effective upon, acceptance for payment of the shares tendered in accordance with the terms and subject to the conditions of the tender offer, including, if the tender offer is extended or amended, the terms and conditions of the extension or amendment, the undersigned agrees to sell, assign and transfer to, or upon the order of the Company, all right, title and interest in and to all shares tendered and orders the registration of all shares if tendered by book-entry transfer and irrevocably constitutes and appoints the Depositary as the true and lawful agent and attorney-in-fact of the undersigned with respect to the shares with full knowledge that the Depositary also acts as the agent of the Company, with full power of substitution (the power of attorney being deemed to be an irrevocable power coupled with an interest), to: (1) deliver certificates representing the shares or transfer ownership of the shares on the account books maintained by any book-entry transfer facility (as defined in the Offer to Purchase), together, in either case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Company upon receipt by the Depositary, as the undersigned’s agent, of the purchase price with respect to the shares; (2) present certificates for the shares for cancellation and transfer on the Company’s books; and (3) receive all benefits and otherwise exercise all rights of beneficial ownership of the shares, subject to the next paragraph, all in accordance with the terms and subject to the conditions of the tender offer.

The undersigned covenants, represents and warrants to the Company that: (1) the undersigned has full power and authority to tender, sell, assign and transfer the shares tendered hereby and when and to the extent accepted for payment, the Company will acquire good, marketable and unencumbered title to the tendered shares, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer of the shares, and not subject to any adverse claims; (2) the undersigned understands that tenders of shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the instructions will constitute the undersigned’s acceptance of the terms and conditions of the tender offer, including the undersigned’s representation and warranty that (i) the undersigned has a “net long position,” within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, in the shares or Equivalent Securities (as defined in the Offer to Purchase) at least equal to the shares being tendered, and (ii) the tender of shares complies with Rule 14e-4; (3) the undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or the Company to be necessary or desirable to complete the sale, assignment and transfer to the Company of the shares tendered; and (4) the undersigned has read, understands and agrees to all of the terms of the tender offer.

The undersigned understands that the Company’s acceptance of shares tendered pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the instructions will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the tender offer. The undersigned acknowledges that under no circumstances will the Company pay interest on the purchase price, including without limitation, by reason of any delay in making payment.

All authority conferred or agreed to be conferred by this Letter of Transmittal will survive the death of incapacity of the undersigned, and any obligation of the undersigned will be binding on the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and legal representatives of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

The undersigned acknowledges that the undersigned has not relied on the Company in order to determine the tax consequences, in the undersigned’s particular circumstances, of tendering shares hereunder, including the application of federal, state, local and foreign tax laws, and has consulted with the undersigned’s own tax advisor if and as deemed by the undersigned to be appropriate to do so.

Please complete Box 8 if you would like checks made payable to a payee other than the record holder of shares tendered, and Box 9 if you would like checks or unaccepted shares mailed to an address other then the record address of the tendering shareholder. In all events, shares not accepted for payment will be issued in the name of the registered holder tendering such shares. Your ability to instruct us to make checks payable to a payee other than the registered holder is subject to your compliance with the requirements of this Letter of Transmittal, as determined by the Company.

4	Signature: This form must be signed by the registered holder(s) exactly as their name(s) appears above or by person(s) authorized to sign on behalf of the registered holder(s) by documents transmitted herewith.
X		|                         |
Signature of Shareholder		Date	Daytime Telephone #
X		||
Signature of Shareholder		Date	Daytime Telephone #

5	SUBSTITUTE FORM W-9
PLEASE CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER BY SIGNING BELOW.

If the Taxpayer ID Number or Social Security Number printed above is INCORRECT OR if the space is BLANK write in the CORRECT number here.

®

Under penalties of perjury, I certify that:1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and3. I am a U.S. person (including a U.S. resident alien). Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest or dividends on your tax return. Signature: Date:

Exhibit (a)(1)(B)

6	ODD LOTS
As described in Section 1 of the Offer to Purchase, under certain conditions, holders holding 100 shares or less may have their shares accepted for payment before any proration of the purchase of other tendered shares. This preference is not available to partial tenders or to beneficial or record holders of an aggregate of more than 100 shares. Accordingly, this section is to be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, 100 shares or less in the aggregate. The undersigned either (check one box):
r	is the beneficial or record owner of an aggregate of 100 shares or less, all of which are being tendered; or
r	is a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s), shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of 100 shares or less and is tendering all of the shares.

7		8
Special Payment Instructions		Special Delivery Instructions
If you want your check for cash to be issued in another name fill in this section with the information for the new account name.	Signature Guarantee	Fill in ONLY if mailing to someone other than the undersigned or to the undersigned at an address other than that shown on the front of this card. Mail certificate(s) and check(s) to:
Name (Please Print First, Middle & Last Name)	(Title of Officer Signing this Guarantee)	Name (Please Print First, Middle & Last Name)
Address (Number and Street)	(Name of Guarantor Firm - Please Print)	Address (Number and Street)
(City, State & Zip Code)	(Address of Guarantor Firm)
(Tax Identification or Social Security Number)	Authorized Signature	(City, State & Zip Code)

In the event you want your check for cash to be issued in another name (as authorized under Box 7 above), please check one of the boxes below, indicating that the payee is a nominee acting on your behalf (i.e., the payee has no economic interest in the proceeds of sale, the entirety of which interest remains in the record holder), or that the payee represents a party other than a nominee of the record holder. In the event the payee represents a party other than a nominee of the record holder, your ability to instruct us to deliver a check payable as set forth in Box 8 depends on your compliance with additional requirements established by the Company. Please contact the Company at the earliest opportunity to provide additional information regarding payees other than the record holder and its nominees.

r	The payee named in Box 7 is a nominee for the record holder
r	The payee named in Box 7 is not a nominee for the record holder.

Exhibit (a)(1)(B)

9 AFFIDAVIT OF LOST, MISSING OR DESTROYED CERTIFICATE(S) AND AGREEMENT OF INDEMNITY

If you cannot produce some or all of the Company’s stock certificates (other than in the case of pledged share evidenced by certificates held by the Company), you must obtain a lost instrument open penalty surety bond. Please refer to instruction 9 on the last page of this Form.

THIS AFFIDAVIT IS INVALID IF NOT SIGNED BELOW AND A CHECK IS NOT INCLUDED

TOTAL SHARES LOST F		TOTAL SHARES LOSTF
Please Fill In Certificate No(s). if Known	Number of Shares	Please Fill In Certificate No(s). if Known	Number of Shares
Attach separate schedule if needed		Attach separate schedule if needed

By signing this form I/we swear, depose and state that: I/we am/are the lawful owner(s) of the certificate(s) hereinafter referred to as the “securities” described in the Letter of Transmittal. The securities have not been endorsed, pledged, cashed, negotiated, transferred, assigned, or otherwise disposed of. I/We have made a diligent search for the securities and have been unable to find it or them and make this Affidavit for the purpose of inducing the sale, exchange, redemption, or cancellation of the securities, as outlined in the Letter of Transmittal, without the surrender of the original(s), and also to request and induce Seaboard Surety Co. to provide suretyship for me to cover the missing securities under its Blanket Bond #764946. I/We hereby agree to surrender the securities for cancellation should I/we, at any time, find the securities.

I/We hereby agree for myself/ourselves, my/our heirs, successors, assigns and personal representatives, in consideration of the proceeds of the sale, exchange, redemption or cancellation of the securities, and the aforementioned suretyship, to indemnify, protect and hold harmless Seaboard Surety Co. (the Surety), Continental Stock Transfer & Trust Company, the Company, all their subsidiaries and any other party to the transaction, from and against any and all loss, costs, and damages including court costs and attorney’s fees, which they may be subject to or liable for in respect to the sale, exchange, redemption, or cancellation of the securities without requiring surrender of the original securities. The rights accruing to the parties under the preceding sentence shall not be limited or abridged by their negligence, inadvertence, accident, oversight, breach or failure to inquire into, contest, or litigate any claim, whenever such negligence, inadvertence, accident, oversight, breach or failure may occur or may have occurred, I/we agree that this Affidavit and Indemnity Agreement is to become part of Blanket Bond #764946 underwritten by Seaboard Surety Co..

Any person who, knowingly and with intent to defraud any insurance company or other person, files an application or statement of claim, containing any materially false information, or conceals for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime, and shall also be subject to civil penalties as prescribed by law.

XSigned by Affiant (shareholder) ______________________________________ on this (date) ______________________________________

                                                         (Deponent) (Indemnitor) (Heirs Individually)                            Month               Day                  Year

Social Security #____________________________ Date ____________________________ Notary Public ____________________________

Lost Securities Surety Premium/Service Fee Calculation

The following formula should be used to calculate the surety premium, if any, and service fee that you must submit with this form.

1. Calculate the share value of the lost shares by multiplying the number of shares that are lost by the Cash Rate:

• Enter number of share(s) lost _________________________________X $[_____] = $_________________________________ share value

• If the share value exceeds $100,000, or if the shareholder is foreign or deceased, do not complete this affidavit. Complete only the Transmittal Form and contact Continental Stock Transfer & Trust Company regarding the lost certificate(s).

2. Calculate the Surety Premium..

• The surety premium equals 2% (.02) of the share value noted in line 1 above: $______________ X (2%) or (.02) =....$______________ Surety Premium

Please enclose a money order, certified check or cashiers’ check for the required amount, made payable to Continental Stock Transfer & Trust Company.

THIS AFFIDAVIT MUST BE NOTARIZED

Exhibit (a)(1)(B)

INSTRUCTIONS FOR COMPLETING THE LETTER OF TRANSMITTAL

1.	Your certificated share(s) and/or book entry shares you hold are shown in Box 1, together with applicable pledge agreements, if any.
2.	Please indicate the total number of certificated share(s) and/or book entry shares of the Company stock you are tendering in Box 2, if these shares are not subject to a pledge agreement.
3.	For Conditional Tenders pursuant to Section 6 of the Offer to Purchase, please indicate the minimum number of shares to be purchased.
4.	Sign, date and include your daytime telephone number in this Letter of Transmittal in Box 4 and, after completing all other applicable sections, return this form in the enclosed envelope. If your shares are represented by physical stock certificates (and are not pledged to the Company), include them in the enclosed envelope as well.
5.	PLEASE SIGN IN BOX 5 TO CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER if you are a U.S. Taxpayer. If the Taxpayer ID or Social Security Number is incorrect or blank, write the corrected number in Box 6 and sign to certify. Please note that Continental Stock Transfer & Trust Company may withhold 28% of your proceeds as required by the IRS if the Taxpayer ID or Social Security Number is not certified on our records. If you are a non-U.S. Taxpayer, please complete and return Form W-8BEN or other Form W-8. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional instructions
6.	Please see the Offer to Purchase for additional information regarding Box 6.
7.	If you want your check for cash to be issued in another name, fill in Box 7 with the information for the new account name, and indicate whether the payee is your nominee. If you complete Box 7 your signature(s) must be guaranteed. If the payee named in Box 7 is not your nominee, you must contact the Company at the earliest opportunity to provide additional information regarding the payee.
8	Complete Box 8 only if the proceeds of this transaction and any unaccepted shares of the Company stock are to be delivered to an address that is not the record address of the registered holder (other than as authorized under Box 7).
9.	If you do not hold your shares in book-entry form and you cannot produce some or all of your Company stock certificates, you must obtain a lost instrument open penalty surety bond and file it with Continental Stock Transfer& Trust Company. To do so through Continental Stock Transfer & Trust Company’s program with Seaboard Surety Co., complete Box 9 above, including the lost securities premium, and return the form together with your payment as instructed. Please print clearly. Alternatively, you may obtain a lost instrument open penalty surety bond from an insurance company of your choice that is rated A+XV or better by A. M. Best & Company. In that instance, you would pay a surety premium directly to the surety bond provider you select and you would pay Continental Stock Transfer & Trust Company its service fee only. Please see the reverse side of this form on how to contact Continental Stock Transfer & Trust Company at the number provided for further instructions on obtaining your own bond.
10.	Shareholders who cannot deliver their certificates (or, in the case of pledged shares, authorize the Company to deliver their certificates) and all other required documents to the Depositary or complete the procedures for book-entry transfer prior to the expiration date (as defined in Section 1 of the Offer to Purchase) may tender their shares by properly completing and duly executing the Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase.
11.	The Company will determine in its sole discretion the number of shares to accept, and the validity, eligibility and acceptance for payment of any tender. Any such determination will be final and binding on the parties. There is no obligation to give notice of any defects or irregularities to shareholders
12.	If any of the shares tendered hereby are owned of record by two or more joint owners, all such persons must sign this Letter of Transmittal. If any shares tendered hereby are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates. If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, he or she should so indicate when signing, and proper evidence satisfactory to the Company of his or her authority to so act must be submitted with this Letter of Transmittal. .
13.	If this Letter of Transmittal is signed by the registered owner(s) of the shares tendered hereby, no endorsements of certificates or separate stock powers are required unless payment of the purchase price is to be made to a person other than the registered owner(s). Signatures on any such certificates or stock powers must be guaranteed by an eligible institution. If this Letter of Transmittal is signed by a person other than the registered owner(s) of the shares tendered hereby, or if payment is to be made to a person other than the registered owner(s), the certificate(s) representing such shares must be properly endorsed for transfer or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered owner(s) appear(s) on the certificates(s). The signature(s) on any such certificate(s) or stock power(s) must be guaranteed by an eligible institution. In all cases, unaccepted shares will be issued in the name of the registered owner(s).
14.	If the space provided in Boxes 1, 2, 3, 7 or 8 above is inadequate, the certificate numbers and/or the number of shares should be listed on a separated signed schedule attached hereto.
15.	Partial Tenders (Not Applicable to Shareholders Who Tender by Book-Entry Transfer). If fewer than all the shares represented by any certificate submitted to the Depositary are to be tendered, fill in the number of shares that are to be tendered in Box 2. In that case, if any tendered shares are purchased, new certificate(s) for the remainder of the shares that were evidenced by the old certificate(s) will be sent to the registered holder(s), as soon as practicable after the acceptance for payment of, and payment for, the shares tendered herewith. All shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

EX-99.A1C

Exhibit (a)(1)(C)

Offer to Purchase for Cash

by

HUDSON TECHNOLOGIES, INC.

of

Up to 1,167,400 Shares of its Common Stock

at a Purchase Price of $1.12 Per Share

THE TENDER OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 PM, EASTERN

TIME, ON AUGUST 15, 2007 UNLESS THE TENDER OFFER IS EXTENDED.

June 29, 2007

To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

Enclosed for your consideration is an Offer to Purchase, dated June 29, 2007 (the “Offer to Purchase”), relating to an offer by Hudson Technologies, Inc., a New York corporation (the “Company”), to purchase for cash up to 1,167,400 shares of its Common Stock, $0.01 par value per share (the “Common Stock”), at a price of $1.12 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in the Offer to Purchase and the Letter of Transmittal (the “Letter of Transmittal”) (which together, as they may be amended and supplemented from time to time, constitute the “Tender Offer”). Please furnish copies of the enclosed materials to those of your clients for whom you hold shares registered in your name or in the name of your nominee.

Enclosed with this letter are copies of the following documents:

1. Offer to Purchase, dated June 29, 2007;

2. Letter of Transmittal, for your use in accepting the Tender Offer and tendering shares of and for the information of your clients, including the Substitute Form W-9;

3. Notice of Guaranteed Delivery with respect to shares, to be used to accept the Tender Offer in the event you are unable to deliver the share certificates, together with all other required documents, to the Depositary before the Expiration Time (as defined in the Offer to Purchase), or if the procedure for book-entry transfer cannot be completed before the Expiration Time;

4. Form of letter that may be sent to your clients for whose accounts you hold shares registered in your name or in the name of your nominee, along with an Instruction Form provided for obtaining such client’s instructions with regard to the Tender Offer; and

5. Return envelope addressed to Continental Stock Transfer & Trust Company as the Depositary.

Certain conditions to the Tender Offer are described in Section 7 of the Offer to Purchase.

We urge you to contact your clients promptly. Please note that the Tender Offer, proration period, and withdrawal rights will expire at 5:00 PM, Eastern Time, on August 15, 2007, unless the Tender Offer is extended. 

Under no circumstances will interest be paid on the purchase price of the shares regardless of any extension of, or amendment to, the Tender Offer or any delay in paying for such shares.

The Company will not pay any fees or commissions to any broker or dealer or other person (other than the Information Agent and Depositary, as described in the Offer to Purchase) in connection with the solicitation of tenders of shares pursuant to the Tender Offer. However, the Company will, on request, reimburse you for customary mailing and handling expenses incurred by you in forwarding copies of the enclosed Tender Offer materials to your clients. The Company will pay or cause to be paid any stock transfer taxes applicable to its purchase of shares pursuant to the Tender Offer, except as otherwise provided in the Offer to Purchase.

Questions may be directed to Continental Stock Transfer & Trust Company, the Depositary and Information Agent for the Tender Offer, at its address and telephone numbers listed on the back cover of the Offer to Purchase.

Very truly yours,

Hudson Technologies, Inc.

Nothing contained in this letter or in the enclosed documents shall render you or any other person the agent of the Company, the Depositary and Information Agent, or any affiliate of any of them or authorize you or any other person to give any information or use any document or make any statement on behalf of any of them with respect to the Tender Offer other than the enclosed documents and the statements contained therein.

EX-99.A1D

Exhibit (a)(1)(D)

Offer to Purchase for Cash

by

HUDSON TECHNOLOGIES, INC.

of

Up to 1,167,400 Shares of its Common Stock

at a Purchase Price of $1.12 Per Share

THE TENDER OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00

PM, EASTERN TIME, ON AUGUST 15, 2007, UNLESS THE TENDER OFFER IS EXTENDED.

To Our Clients:

Enclosed for your consideration are the Offer to Purchase, dated June 29, 2007, and the related Letter of Transmittal (which, as may be amended or supplemented from time to time, together constitute the “Offer”) in connection with the Offer by Hudson Technologies, Inc., a New York corporation ( “Hudson”), to purchase for cash up to 1,167,400 shares of its common stock, $0.01 par value (such shares, together with all other outstanding shares of common stock of Hudson, are herein referred to as the “Shares”), at a price of $1.12 per Share, without interest, upon the terms and subject to the conditions of the Offer.

We are the holder of record of Shares held for your benefit and account. As such, we are the only ones who can tender your Shares pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.

Hudson will pay $1.12 per share for the Shares properly tendered but not withdrawn pursuant to the Offer and accepted for purchase taking into account the number of Shares so tendered. Hudson will purchase all Shares validly tendered and not withdrawn upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal, including the provisions relating to “odd lot” tenders and conditional tenders described in the Offer to Purchase.

Shares tendered and not purchased because of proration or conditional tenders will be returned, at Hudson’s expense, to the stockholders who tendered such Shares promptly after the Expiration Date (as defined in the Offer to Purchase). Hudson also expressly reserves the right, in its sole discretion, to purchase additional Shares subject to applicable legal requirements. See Section 1 of the Offer to Purchase.

As described in the Offer to Purchase, if fewer than all Shares properly tendered but not withdrawn pursuant to the Offer are to be purchased by Hudson, Hudson will purchase tendered Shares in the following order of priority:

• First, Hudson will purchase all shares tendered by any stockholders who own beneficially or of record, an aggregate of 100 shares or less (“Odd Lots”) who :

• tenders all shares owned beneficially and of record by the Odd Lot Holder (tenders of less than all of the shares owned by an Odd Lot Holder will not qualify for this priority); and

• completes the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery.

• Second, subject to the conditional tender provisions described in Section 6 of the Offer to Purchase, Hudson will purchase up to 25% of the shares owned by all other shareholders from such other shareholders who properly tender up to 25% of all of their shares, on a pro rata basis with appropriate adjustments to avoid purchases of fractional shares, as described below.

As a result of the foregoing priorities applicable to the purchase of shares tendered, it is possible that all of the shares that a shareholder tenders in the Tender Offer may not be purchased. In addition, if a tender is conditioned upon the purchase of a specified number of shares, it is possible that none of those shares will be purchased

We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account upon the terms and subject to the conditions set forth in the Offer to Purchase and the Letter of Transmittal.

1

Exhibit (a)(1)(D)

Please note carefully the following:

1. The Offer, the proration period and withdrawal rights expire at 5:00 PM, New York City time, on August 15, 2007 unless the Offer is extended by Hudson.

2. The Offer is not conditioned upon any minimum number of Shares being tendered. The Offer is, however, subject to certain other conditions set forth in the Offer to Purchase. See Section 7 of the Offer to Purchase.

3. The Offer is for 1,167,400 Shares, constituting approximately 4.4% of Hudson’s outstanding shares as of June 28, 2007.

4. Tendering stockholders who are registered stockholders or who tender their Shares directly to Continental Stock Transfer & Trust Company, the Depositary, will not be obligated to pay any brokerage commissions or fees to Hudson, solicitation fees, or, except as set forth in the Offer to Purchase and the Letter of Transmittal, stock transfer taxes on Hudson’s purchase of Shares pursuant to the Offer.

5. If you hold beneficially or of record an aggregate of 100 Shares or less, and you instruct us to tender on your behalf all such Shares before the Expiration Date (as defined in the Offer to Purchase) and check the box captioned “Odd Lots” on the attached Instruction Form, Hudson will accept all such Shares for purchase before proration, if any, of the purchase of other Shares properly tendered at or below the purchase price and not properly withdrawn pursuant to the Offer.

6. If you wish to condition your tender upon the purchase of a specified minimum number of the Shares, not to exceed 25% of all Shares owned by you, which you tender, you may elect to do so and thereby avoid possible proration of your tender.. To elect such a condition complete the section captioned “Conditional Tender” in the attached Instruction Form.

If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing, detaching and returning to us the Instruction Form on the detachable part hereof. An envelope to return your instructions to us is enclosed. If you authorize tender of your Shares, all such Shares will be tendered unless otherwise specified on the Instruction Form.

YOUR PROMPT ACTION IS REQUESTED. YOUR INSTRUCTION FORM SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT THE TENDER ON YOUR BEHALF BEFORE THE EXPIRATION OF THE OFFER.

The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would violate the laws of such jurisdiction. In those jurisdictions the laws of which require that the Offer be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Hudson, or one or more registered brokers or dealers licensed under the laws of such jurisdiction.

2

Exhibit (a)(1)(D)

INSTRUCTION FORM

With Respect to the Offer by

HUDSON TECHNOLGIES, INC.

to Purchase for Cash Up to 1,167,400 Shares of its Common Stock

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase dated June 29, 2007 and the related Letter of Transmittal (which together, as amended or supplemented, constitute the “Offer”), in connection with the offer by Hudson Technologies, Inc. , a New York corporation (“Hudson”), to purchase for cash up to 1,167,400 shares of its common stock, $0.01 par value (such shares, together with all other outstanding shares of common stock of Hudson, are herein referred to as the “Shares”), at a price of $1.12 per Share, without interest, upon the terms and subject to the conditions of the Offer.

The undersigned hereby instruct(s) you to tender to Hudson the number of Shares indicated below or, if no number is indicated, all Shares held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer.

NUMBER OF SHARES BEING TENDERED HEREBY:  SHARES (MAY NOT EXCEED 25% OF TOTAL NUMBER OF SHARES OWNED)

* Unless otherwise indicated, it will be assumed that 25% of all Shares held by us for your account are to be tendered.

CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES.

ODD LOTS

(See Instruction 6 of the Letter of Transmittal)

To be completed only if Shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of 100 Shares or less. This preference is not available to tenders of less than 100 shares or to beneficial or record holders of an aggregate of more than 100 Shares.

¨ By checking this box, the undersigned represents that it is the beneficial or record owner of an aggregate of 100 Shares or less, all of which are being tendered.

CONDITIONAL TENDER

(See Instruction 3 of the Letter of Transmittal)

A tendering shareholder may condition his or her tender of Shares upon Hudson purchasing a specified minimum number of the Shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least the minimum number of Shares you indicate below is purchased by Hudson pursuant to the terms of the Offer, none of the Shares tendered will be purchased. It is the tendering stockholder’s responsibility to calculate that minimum number of Shares that must be purchased if any are purchased, and each stockholder is urged to consult his or her own tax advisor. Unless this box has been checked and a minimum specified, your tender will be deemed unconditional.

¨ The minimum number of Shares that must be purchased, if any are purchased, is: ______ Shares, which Shares represent no more than 25% of the Share held by the undersigned.

If, because of proration, the minimum number of Shares designated will not be purchased, then none of the shares owned by the tendering shareholder will be tendered.

THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL, THEN REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

3

Exhibit (a)(1)(D)

SIGN HERE

Signature(s):

Name(s):

(PLEASE PRINT)

Taxpayer Identification or Social Security Number:

Address(es):

(INCLUDING ZIP CODE)

Area Code/Phone Number:

Date:

4

EX-99.A1E

Exhibit (a)(1)(E)

IMMEDIATE ATTENTION REQUIRED

June 29, 2007

Re: Hudson Technologies, Inc. Tender Offer

Dear Hudson Technologies, Inc. 401(K) Savings Plan Participant

NOTICE IS HEREBY GIVEN that, as of 5:00 PM, Eastern Time, on August 8, 2007, withdrawals, loans and distributions involving the Company common stock attributable to your Plan account will be unavailable for a period of time, at least until August 27, 2007 due to the tender offer described in this notice. Exchanges out of the Company’s common stock attributable to your Plan account will be unavailable and all outstanding orders to sell the Company’s common stock (e.g. good till cancelled limit) will be cancelled as of 5:00 PM, Eastern Time on August 8, 2007. The impact of this blackout is further described under the heading, “EFFECT OF THE OFFER ON YOUR ACCOUNT”.

The enclosed tender offer materials and Direction Form require your immediate attention. Plan records reflect that, as a participant in the Hudson Technologies, Inc., 401(K) Savings Plan (the “Plan”), all or a portion of your individual account is invested in Hudson Technologies, Inc. (the “Company”) common stock. The tender offer materials describe an offer by the Company to purchase up to 1,167,400 shares of its common stock, $0.01 par value (the “Shares”), at a price of $1.12 per share, net to seller in cash, without interest (the “Offer”). As described below you have the right to instruct M&T Bank (“M&T”), as trustee of the Plan, concerning whether to tender Shares attributable to your individual account under the Plan. You will need to complete the enclosed Direction Form and return it to M&T in the enclosed return envelope so that it is RECEIVED by 5:00 PM., Eastern Time, on August 10, 2007, unless the offer is extended, in which case the deadline for receipt of instructions will be three (3) business days prior to the expiration date of the Offer, if feasible.

The remainder of this letter summarizes the transaction, your rights under the Plan and the procedure for completing and submitting the Direction Form. You should also review the more detailed explanation provided in the Offer to Purchase, dated June 29, 2007 (the “Offer to Purchase”), enclosed with this letter.

BACKGROUND

The Company has made an Offer to its shareholders to tender up to 1,167,400 shares of its common stock, $0.01 par value, for purchase by the Company at a price of $1.12 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase.

The enclosed Offer to Purchase sets forth the objectives, terms and conditions of the offer and is being provided to all of the Company’s shareholders. To understand the Offer fully and for a more complete description of the terms and conditions of the Offer, you should carefully read the entire Offer to Purchase.

The Offer extends to the Shares by the Plan. As of June 27, 2007,, the Plan had approximately 59,529 Shares allocated to participant accounts. Only M&T, as trustee, can tender these Shares in the Offer. Nonetheless, as a participant under the Plan, you have the right to direct M&T whether or not to tender some or all of the Shares attributable to your individual account in the Plan. Unless otherwise required by applicable law, M&T will tender Shares attributable to participant accounts in accordance with participant instructions and M&T will not tender shares attributable to participant accounts for which it does not receive timely instructions. If you do not complete the enclosed Direction Form and return it to M&T on a timely basis, you will be deemed to have elected not to participate in the Offer and no Shares attributable to your account will be tendered.

Exhibit (a)(1)(E)

LIMITATIONS ON FOLLOWING DIRECTION

The enclosed Direction Form allows you to specify up to 25 percent (25%) of the Shares attributable to your account to be tendered pursuant to the Offer to Purchase. As detailed below, when M&T tenders Shares on behalf of the Plan, it may be required to tender Shares on terms different than those set forth on your Direction Form.

The Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the trust agreement between the Company and M&T prohibit the sale of Shares to the Company for less than “adequate consideration” which is defined by ERISA for a publicly traded security as the price of the security prevailing on a national securities exchange. M&T will determine “adequate consideration”, based on the prevailing market price of the Shares on NASDAQ on or about the date the Shares are tendered to the Company by M&T (the “prevailing market price”). M&T will look to the NASDAQ Official Close Price as listed on Nasdaq.com. Accordingly, depending on the prevailing market price of the Shares on such date, M&T may be unable to follow participant directions to tender Shares to the Company. M&T will tender or not tender Shares as follows:

· If the prevailing market price is greater than the tender price offered by the Company ($1.12 per Share) notwithstanding your direction to tender Shares in the Offer, the Shares will not be tendered;

· If the prevailing market price is equal to or lower than the tender price offered, notwithstanding the lower closing market price, M&T will follow your direction as to the percentage, not to exceed 25 percent of Shares owned of Shares that you wish to tender.

Unless otherwise required by applicable law, M&T will not tender Shares for which it has received no direction, or for which it has received a direction not to tender. M&T makes no recommendation as to whether to direct the tender of Shares or whether to refrain from directing the tender of Shares. EACH PARTICIPANT OR BENEFICIARY MUST MAKE HIS OR HER OWN DECISIONS.

CONFIDENTIALITY

To assure the confidentiality of your decision, M&T and their affiliates or agents will tabulate the Direction Forms. Neither M&T nor their affiliates or agents will make your individual direction available to Hudson.

PROCEDURE FOR DIRECTING TRUSTEE

Enclosed is a Direction Form that should be completed and returned to M&T. Please note that the Direction Form indicates the number of Shares attributable to your individual account as of June 28, 2007. However, for purposes of the final tabulation, M&T will apply your instructions to the number of Shares attributable to your account as of August 10, 2007, or as of a later date if the Offer is extended.

If you do not properly complete the Direction Form or do not return it by the deadline specified, such Shares will be considered NOT TENDERED.

To properly complete your Direction form, you must do the following:

(1) On the face of the Direction Form, check Box 1 or 2. CHECK ONLY ONE BOX:

· CHECK BOX 1 if you do not want any of the Shares attributable to your individual account tendered for sale in accordance with the terms of the Offer and simply want the Plan to continue holding such Shares.

· CHECK BOX 2 in all other cases and complete the table immediately below Box 2. Specify the percentage (in whole numbers) of Shares attributable to your individual account that you want to tender, up to a maximum of 25% of the shares attributable to your account. If you specify a percentage in excess of 25%, we will not tender any of the Shares attributable to your account.

(2) Date and sign the Direction Form in the space provided.

(3) Return the Direction Form in the enclosed return envelope so that it is received by M&T at the address on the return envelope (Insert address) not later than 5:00 PM, Eastern Time, on August 10, 2007, unless the Offer is extended, in which case the participant deadline shall be three (3) business days prior to the expiration date of the Offer, if feasible. If you wish to return the form by overnight courier, please send it to M&T at (Insert delivery address). Directions via facsimile or e-mail will not be accepted.

2

Exhibit (a)(1)(E)

Your direction will be deemed irrevocable unless withdrawn by 5:00 PM on August 14, 2007, unless the Offer is extended. In order to make and effective withdrawal, you must submit a new Direction Form that may be obtained by calling M&T at 1-800-836-1431. Upon receipt of a new, completed and signed Direction Form, your previous direction will be deemed canceled. You may direct the re-tendering of any Shares attributable to your individual account by obtaining an additional Direction Form from M&T and repeating the previous instructions for directing tender as set forth in this letter.

After the deadline above for returning the Direction Form to M&T and its affiliates or agents will complete the tabulation of all directions. M&T will tender the appropriate number of Shares on behalf of the Plan.

The Company will then buy all Shares, up to 1,167,400, that were properly tendered through the Offer. If there is an excess of Shares tendered over the exact number desired by the Company, Shares tendered pursuant to the Offer may be subject to proration, as described in the Offer to Purchase. For any Shares in the Plan that are tendered and purchased by the Company, the Company will pay cash to the Plan. INDIVIDUAL PARTICIPANTS IN THE PLAN WILL NOT, HOWEVER, RECEIVE ANY CASH TENDER PROCEEDS DIRECTLY. ALL SUCH PROCEEDS WILL REMAIN IN THE PLAN AND MAY BE WITHDRAWN ONLY IN ACCORDANCE WITH THE TERMS OF THE PLAN. Any Shares attributable to your account that are not purchased in the Offer will remain allocated to your individual account under the Plan.

The preferential treatment of holders of 100 Shares or less, will not apply to participants in the Plan, regardless of the number of Shares held within their individual accounts. Likewise, the conditional tender of Shares, as described in the Offer to Purchase, will not apply to the participants in the Plan.

EFFECT OF THE OFFER ON YOUR ACCOUNT

As of 5:00 PM, Eastern Time, on August 8, 2007, withdrawals, loans and distributions involving the Company common stock attributable to your Plan account will be unavailable for a period of time. Exchanges out of the Company’s common stock attributable to your Plan account will be unavailable and all outstanding orders to sell the Company’s common stock (e.g. good till cancelled limit) will be cancelled as of 5:00 PM, Eastern Time on August 8, 2007. Balances in the Company’s common stock will be utilized to calculate amounts eligible for loans and withdrawals throughout this restriction period. These restrictions will apply to ALL participants regardless if you elect to tender or not. While participants will not recognize any immediate tax gain or loss as a result of the tender offer, the tax treatment of future withdrawals or distributions from the Plan may be adversely impacted by a tender and sale of shares within the Plan. Specifically, under current federal income tax rules, if you receive from the Plan a lump sum distribution that includes the Company shares that have increased in value while they were held by the Plan, under certain circumstances, you may have the option of deferring paying taxes on this increase in value until you sell the shares. This is referred to as net unrealized appreciation. When the shares are sold, any gain up to the amount of the untaxed net unrealized appreciation is taxed as long-term capital gain. If shares credited to your individual Plan account are purchased by the Company in the tender offer, you will not longer be able to take advantage of this tax benefit on these shares. You should consult with your tax advisor concerning the tax aspects of this offer.

INVESTMENT OF PROCEEDS

M&T will invest proceeds received with respect to the Shares attributable to your account in the MTB Money Market fund as soon as administratively possible after receipt of proceeds. For all Shares tendered on your behalf that are accepted for purchase by the Company, M&T will process an exchange from the Tender Holding Fund, at a price equal to the purchase price in the Offer, into the MTB Money Market fund. For all Shares tendered on your behalf that are NOT accepted for purchase by the Company, such Shares will be transferred back into your common stock account. AT that time, for all of the Shares attributable to your account, you will have access to all transactions normally available to the Company common stock, subject to Plan rules.

M&T anticipates that the processing of participant accounts will be completed five to seven business days after receipt of these proceeds. You may call EBS Benefit Solutions toll free at 1-888-887-4015, or access your account via the Participant Website @ www.ebs-benefits.com after the reinvestment is completed to learn the effect of the tender on your account or to have the proceeds from the sale of shares which were invested in the MTB Money Market fund invested in other investment options offered under the Plan.

3

Exhibit (a)(1)(E)

SHARES OUTSIDE THE PLAN

If you hold Shares outside the Plan, you will receive under separate cover, Offer materials to be used to tender those Shares. Those Offer materials may not be used to direct M&T to tender or not tender the Shares attributable to your individual account under the Plan. Likewise, the tender of Shares attributable to your individual account under the Plan will not be effective with respect to Shares you hold outside of the Plan. The direction to tender or not tender Shares attributable to your individual account under the Plan may only be made in accordance with the procedures in this letter. Similarly, the enclosed Direction Form may not be used to tender Shares held outside of the Plan.

FURTHER INFORMATION

If you require additional information concerning the procedure to tender Shares attributable to your individual account under the Plan, please contact M&T toll free at 800-836-1431. If you require additional information concerning the terms and conditions of the Offer, please call Continental Stock Transfer & Trust Company, the information agent, toll free at 800-509-5586.

Sincerely 

Hudson Technologies, Inc. 

4

Exhibit (a)(1)(E)

DIRECTION FORM

HUDSON TECHNOLOGIES, INC. TENDER OFFER

BEFORE COMPLETING THIS FORM, PLEASE READ CAREFULLY THE

ACCOMPANYING OFFER TO PURCHASE AND ALL OTHER ENCLOSED MATERIALS

PLEASE NOTE THAT IF YOU DO NOT SEND IN A PROPERLY COMPLETED, SIGNED DIRECTION FORM, OR IF SUCH DIRECTION FORM IS NOT RECEIVED BY 5:00 PM, EASTERN TIME, ON AUGUST 10, 2007, UNLESS THE TENDER OFFER IS EXTENDED, THE COMPANY SHARES ATTRIBUTABLE TO YOUR ACCOUNT UNDER THE PLAN WILL NOT BE TENDERED IN ACCORDANCE WITH THE TENDER OFFFER, UNLESS OTHERWISE REQUIRED BY LAW.

M&T Bank (“M&T”) makes no representation to any participant in the Hudson Technologies, Inc. 401(K) Savings Plan (the “Plan”) as to whether to tender or not. Your direction to M&T will be kept confidential.

The Direction Form, if properly signed, completed and received by M&T in a timely manner will supersede any previous Direction Form. I hereby acknowledge (i) receipt of the tender offer materials and the letter dated June 29, 2007 enclosing those materials and this election form and (ii) that I have read and understand these materials and the limits or restrictions on my direction

As of June 28, 2007, the estimated number of shares attributable to your account in the Plan is shown to the right of your address on the label on the bottom of the page.

In connection with the Offer to Purchase made by Hudson Technologies, Inc., dated June 29, 2007, I hereby instruct M&T to tender the shares attributable to my account under the Plan as of August 10, 2007, unless a later deadline is announced, as follows (check only one box and complete):

(CHECK BOX ONE OR TWO)

¨ 1. Please refrain from tendering and continue to HOLD all shares attributable to my individual account under the Plan.

¨   2. Please TENDER ______ % (MAY NOT EXCEED 25%) of the shares attributable to my individual account under the Plan. A blank space will be taken to mean that NO shares attributable to my account are to be tendered. (FILL IN THE BLANK ABOVE IF YOU HAVE CHECKED BOX 2). If the percentage designated is more than 25% you will be deemed to have directed M&T NOT to tender any shares attributable to your account.

Date

Please Print Name

Signature

5

EX-99.A1F

Exhibit No (a)(1)(F)

NOTICE OF GUARANTEED DELIVERY

for

Tender of Shares of Common Stock

of

HUDSON TECHNOLOGIES, INC.

        THE TENDER OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON AUGUST 15, 2007, UNLESS THE TENDER OFFER IS EXTENDED.

        As set forth in Section 3 of the Offer to Purchase (as defined below), this form, or a form substantially equivalent to this form, must be used to accept the Offer (as defined below) if (1) certificates representing shares of common stock, $.01 par value per share, of Hudson Technologies, Inc., a New York corporation, are not immediately available, (2) the procedures for book-entry transfer cannot be completed on a timely basis or (3) time will not permit all required documents to reach the Depositary prior to the Expiration Date (as defined in the Offer to Purchase). This form may be delivered by hand or transmitted by facsimile transmission or mail to the Depositary. See Section 3 of the Offer to Purchase.

The Depositary for the Offer is:

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

By Facsimile Transmission: (212) 616-7610

By Mail or Overnight Courier:	By Hand:
Continental Stock Transfer & Trust Company 17 Battery Place, 8th Floor New York, New York 10004	Continental Stock Transfer & Trust Company 17 Battery Place, 8th Floor New York, New York 10004

To Confirm Facsimile Transmissions: (212) 509-4000 ext. 536

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THIS NOTICE IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION UNDER THE INSTRUCTIONS IN THE LETTER OF TRANSMITTAL, THE SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

Exhibit No (a)(1)(F)

Ladies and Gentlemen:

        The undersigned hereby tenders to Hudson Technologies, Inc., a New York corporation ("Hudson"), at the price per share indicated in this Notice of Guaranteed Delivery, on the terms and subject to the conditions set forth in the Offer to Purchase dated June 29, 2007 (the "Offer to Purchase"), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"), receipt of which is hereby acknowledged, the number of shares set forth below, all pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. The shares of common stock of Hudson are referred to as "shares."

Number of Shares to be tendered: shares (May not exceed 25% of the number of shares that you own).

EX-99.A1G

>

EX-99.A1H

Exhibit (a)(1)(H)

HUDSON TECHNOLOGIES TO PURCHASE AND RETIRE 26% OF THE TOTAL NUMBER OF OUTSTANDING COMMON SHARES

Highlights of Transactions

· Hudson Purchases and Retires 5.7 Million Common Shares from Fleming Funds

· Company Makes Tender Offer to All Shareholders to Buy approximately 1.2 Million Additional Common Shares, Increasing Total Shares to be Retired to 6.9 Million

· Hudson Increases Existing Credit Facility with Keltic Financial Partners, LP to $10 Million and Extends Facility for Three Years

· Hudson Management Team Invests $6 million to Purchase 9.2 Million of Hudson Common Shares from Fleming Funds

Pearl River, New York - June 29, 2007 - Hudson Technologies, Inc. (Nasdaq: HDSN) today announced that the Fleming Funds have sold 14.9 million shares of Hudson’s common stock in a series of transactions involving the Company and certain members of the Company’s management. Prior to these transactions, the Fleming Funds were the Company’s largest shareholders and owned in the aggregate approximately 19.1 million shares, or 74%, of the Company’s outstanding common stock. Specifically, the Company purchased and retired 5.7 million shares of its common stock from the Fleming Funds at a purchase price of $0.65 per share, for total consideration of $3.7 million. Additionally, certain executive officers and one key employee of the Company, in separate private transactions, purchased 9.2 million shares of the Company’s common stock from Fleming Funds at a purchase price of $0.65 per share, for a total consideration of $6 million. The shares purchased by management are unregistered shares and management did not receive registration rights in connection with their purchase of these shares. Current regulations, among other things, restrict the public sale of unregistered shares for a minimum of one year.

Hudson also announced today that it has authorized the expenditure of $1.3 million to complete a Tender Offer to all of its common shareholders to purchase and retire up to approximately 1.2 million additional shares of its common stock at a purchase price of $1.12 per share. Hudson’s officers and directors, and the Fleming Funds, have advised that they do not intend to tender any of their shares in the Tender Offer.

To the extent that Hudson’s shareholders do not tender their shares in the Tender Offer, any amounts remaining from the $1.3 million authorized for the Tender Offer will be used to purchase and retire additional shares from the Fleming Funds at the Tender Offer price of $1.12 per share.

As a consequence of both the 5.7 million shares the Company has purchased from the Fleming Funds and the 1.2 million additional shares to be purchased by the Company, the Company will retire an aggregate of approximately 6.9 million shares of Hudson’s common stock and increase its long-term debt by $5 million. The retirement of these shares represents more than a 26% reduction in the number of outstanding shares of the Company.

Exhibit (a)(1)(H)

As investors in the Company for over eight years, the Fleming Funds, which are finite-life partnerships, have reached a point in the partnerships’ term that makes it necessary to seek liquidity of the partnerships’ remaining investments. For this reason the Fleming Funds negotiated to sell a substantial portion of their shares in a series of transactions with the Company and with certain members of management designed to address the Fleming Funds’ goal of achieving liquidity on a majority of their investments while endeavoring to benefit all other Company shareholders as well.

Kevin J. Zugibe, chairman and chief executive officer, commented, “Hudson’s board of directors believes that the Tender Offer and the Company’s purchase of the Fleming Funds shares are in the best interests of all shareholders and are a prudent use of Hudson’s resources. The purchase by Hudson of its common stock is intended to create shareholder value through the retirement of more than 26% of the Company’s outstanding shares. These transactions, together with the significant personal investment made by our management to purchase shares from the Fleming Funds, reflect our confidence in the future of the Company.”

Neither management nor any member of our board of directors, nor the Company’s Information Agent for the Tender Offer makes any recommendation to any shareholder as to whether to tender or refrain from tendering any shares, and no person has been authorized to make any recommendation. Shareholders must make their own decision whether to tender any of their shares and, if so, how many shares to tender. The Tender Offer will expire at 5:00 PM on August 15, 2007, unless extended by Hudson. Tenders must be made on or prior to the expiration of the Tender Offer and may be withdrawn at any time on or prior to the expiration of the Tender Offer. The Tender Offer is subject to the terms and conditions set forth in the Company’s Offer to Purchase and related materials, which will be filed with the SEC today.

Extension of Credit Facility

On June 26 2007, the Company, through its subsidiary Hudson Technologies Company, entered into an Amended and Restated Loan Agreement with Keltic Financial Partners, LP, by which the term of the existing credit facility was extended for three years through June 2010, the total borrowing limit was increased from $6 million to $10 million (the “Credit Facility”) and the interest rate under the Credit Facility was reduced to the Prime Rate plus 0.375% (from the Prime Rate plus 0.75 %).

Non-Recurring, Non-Cash Events

As a result of the transactions with the Company and with Hudson’s management team, the Fleming Funds have sold a total of 14.9 million shares, representing approximately 58% of the then total issued and outstanding shares of the Company. Pursuant to IRS Code Section 382, the sale of the shares by the Fleming Funds constitutes a “change in control”, which would potentially limit Hudson’s ability to fully utilize its existing Net Operating Loss Carry Forwards (“NOLs”). Since a change in control has occurred, it was necessary for the Company to reassess the utilization of its NOLs and its corresponding deferred tax asset. As a result of its reassessment, the Company recognized a non-cash increase in the deferred tax asset and an income tax gain of approximately $1.3 million. Moreover, the Company believes that most of its NOLs will be available to it; however, the Company’s ability to utilize its NOLs is subject to future earnings.

Exhibit (a)(1)(H)

Pursuant to generally accepted accounting principles, the sale by the Fleming Funds to the management team of 9.2 million shares at a purchase price of $0.65 per share required the Company to incur, in the quarter ended June 30, 2007, a one-time, non-cash compensation expense and a corresponding increase to additional paid-in capital of approximately $4.3 million. The Company’s net worth will be unaffected by this non-recurring, non-cash charge.

About Hudson Technologies

Hudson Technologies, Inc. is a leading provider of innovative solutions to recurring problems within the refrigeration industry. Hudson’s proprietary RefrigerantSide® Services increase operating efficiency and energy savings, and remove moisture, oils and other contaminants frequently found in the refrigeration circuits of large comfort cooling and process refrigeration systems. Performed at a customer’s site as an integral part of an effective scheduled maintenance program or in response to emergencies, RefrigerantSide® Services offer significant savings to customers due to their ability to be completed rapidly and at higher purity levels, and can be utilized while the customer’s system continues to operate. In addition, the Company sells refrigerants and provides traditional reclamation services to the commercial and industrial air conditioning and refrigeration markets. For further information on Hudson, please visit the Company’s web site at www.hudsontech.com. Information on Hudson’s website is not a part of this release. 

Safe Harbor Statement under the Private Securities Litigation Act of 1995

Statements contained herein, which are not historical facts constitute forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Such factors include, but are not limited to, changes in the markets for refrigerants (including unfavorable market conditions adversely affecting the demand for, and the price of refrigerants), the Company’s ability to source refrigerants, regulatory and economic factors, seasonality, competition, litigation, the nature of supplier or customer arrangements which become available to the Company in the future, adverse weather conditions, possible technological obsolescence of existing products and services, possible reduction in the carrying value of long-lived assets, estimates of the useful life of its assets, potential environmental liability, customer concentration, the ability to obtain financing and other risks detailed in the Company’s periodic reports filed with the Securities and Exchange Commission.  The words “believe”, “expect”, “anticipate”, “may”, “plan”, “should” and similar expressions identify forward-looking statements.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.

Exhibit (a)(1)(H)

This press release is for informational purposes only and is not an offer to buy or a solicitation of an offer to sell any shares of the Company’s common stock. The solicitation of offers to buy the Company’s common stockin the Tender Offerwill only be made pursuant to the Offer to Purchase and related materials, which will be filed with the SEC today, and which will be mailed to shareholders of record, and also will be made available for distribution to beneficial owners of the Company’s common stock. Shareholders should read those materials carefully because they will contain important information, including the various terms and conditions of the Tender Offer. Shareholders will be able to obtain the Offer to Purchase and related materials for free at the SEC website at www.sec.gov or from our information agent for the Tender Offer, Continental Stock Transfer and Trust Company, by calling (800) 509-5586.

Contact: Eric Anderson

Coltrin & Associates (for Hudson Technologies)

212-221-1616 ext.117 eric_anderson@coltrin.com

EX-99.B1

Exhibit (b)(1)

AMENDED AND RESTATED LOAN AGREEMENT

between

HUDSON TECHNOLOGIES COMPANY

and

KELTIC FINANCIAL PARTNERS, LP

Dated: June 26, 2007

AMENDED AND RESTATED LOAN AGREEMENT

This Amended and Restated Loan Agreement is made this 26th day of June, 2007, between HUDSON TECHNOLOGIES COMPANY (“Borrower”), a corporation organized and existing pursuant to the laws of the State of Tennessee having an address at 275 North Middletown Road, Pearl River, New York 10965, and KELTIC FINANCIAL PARTNERS, LP (“Lender”), a Delaware limited partnership, with a place of business at 580 White Plains Road, Suite 610, Tarrytown New York 10591.

WITNESSETH:

WHEREAS, Borrower and Lender are parties to a Revolving Loan and Security Agreement dated May 30, 2003 (as amended, restated, modified or supplemented from time to time the “Existing Loan Agreement”), pursuant to which Lender has extended loans and other financial accommodations to Borrower.

WHEREAS, Borrower has requested that the Existing Loan Agreement be amended and restated in its entirety to become effective and binding on the Borrower pursuant to the terms of this Agreement, and Lender has agreed to amend and restate the Existing Loan Agreement in its entirety to read as set forth herein, and it has been agreed by the parties to the Existing Loan Agreement that (a) the commitments which the Lender has agreed to extend to the Borrower under the Existing Loan Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement, and (b) the existing loans and other obligations outstanding under the Existing Loan Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement.

WHEREAS, Lender is willing to extend the credit facilities on the terms and subject to the conditions set forth in this Agreement.

AGREEMENT

1.DEFINITIONS. As used herein, the following terms shall have the following meanings (terms defined in the singular shall have the same meaning when used in the plural and vice versa):

1.1.“Account Debtor”shall mean any Person who is or may become obligated under or on account of any Receivable.

1.2.“Advance”shall mean any loan or advance made by Lender in connection with the Revolving Loan.

1.3.“Affiliate”shall mean any Person: (i) which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, Borrower including, without limitation, Hudson Holdings, Inc. and Hudson Technologies, Inc.; (ii) which beneficially owns or holds 5% or more of any class of the voting stock or other equity interest in Borrower; or (iii) 5% or more of the voting stock or other equity interest of which is beneficially owned or held by Borrower. For purposes hereof, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting stock or other equity interests, by contract or otherwise.

1.4.“Agreement” shall mean this Amended and Restated Loan Agreement, together with all Schedules and Exhibits attached or otherwise identified thereto, as the same may be amended, modified, restated or supplemented from time to time.

1.5.“Authenticate”shall mean to sign or to execute or otherwise adopt a symbol, or encrypt or similarly process a record in whole or in part, with the present interest of the authenticating person to identify the person and adopt or accept a Record.

1.6.“Bank Accounts”shall have the meaning set forth in Section 5.23 of this Agreement.

1.7.“Banking Day”shall mean any day on which commercial banks are not authorized or required to close in New York State.

1.8.“Borrower” shall mean Hudson Technologies Company.

1.9.“Borrowing Capacity”shall have the meaning set forth in Section 2.1 of this Agreement.

1.10.“Borrowing Base Certificate”shall mean a borrowing base certificate substantially in the form of Exhibit D attached hereto.

1.11.“Capital Expenditure”shall mean, as determined in accordance with GAAP, the dollar amount of gross expenditures (including obligations under capital leases) made or incurred for fixed assets, real property, plant and equipment, and all renewals, improvements and replacements thereto (but not repairs thereof) during any period.

1.12.“Code”shall mean the Internal Revenue Code of the United States.

1.13.“Collateral”shall mean all of the Property and interests in Property described in the General Security Agreements and the Mortgage, and all other real and personal property of Borrower and guarantors and interests of Borrower and guarantors in personal property that now or hereafter secures the payment and performance of any of the Obligations pursuant to any of the Loan Documents or otherwise including, without limitation, any proceeds and insurance proceeds of the foregoing.

1.14.“Contract Year”shall mean, during the term of the Loans, each consecutive twelve (12) month period commencing on the date hereof and, in each case, ending on the date, which is one day prior to the applicable anniversary date hereof.

1.15.“Default”shall mean an event or condition the occurrence of which would, with the lapse of time or the giving of notice, or both, become an Event of Default, whether or not Lender has declared an Event of Default to have occurred.

1.16.“EBITDA”shall mean Borrower’s total income before interest expense, taxes, depreciation and amortization, all calculated in accordance with GAAP.

1.17.“Eligible Inventory”shall mean Inventory which has been identified and described to Lender’s satisfaction, is represented by Borrower (by its acceptance of Revolving Loans thereon) as meeting all of the following criteria on the date of any Revolving Loan based thereon and thereafter while any Obligation is outstanding, and is in all other respects acceptable to Lender:

(a)Borrower is the sole owner of the Inventory; none of the Inventory is being held or shipped by Borrower on a consignment or approval basis; Borrower has not sold, assigned or otherwise transferred all or any portion thereof; and none of the Inventory is subject to any claim, lien or security interest;

(b)If any of the Inventory is represented or covered by any document of title, instrument or chattel paper, Borrower is the sole owner of all such documents, instruments and chattel paper, all thereof are in the possession of Borrower, none thereof has been sold, assigned or otherwise transferred, and none thereof is subject to any claim, lien or security interest;

(c)The Inventory consists of refrigerants which have been processed in accordance with all Governmental Rules, or finished goods consisting of saleable cylinders to hold refrigerants acquired by Borrower in the ordinary course of its business, as conducted on the date hereof, subject to its contract or sole possession and, located in compliance with Section 5.15 of this Agreement or at locations approved by Lender in writing for which landlord or bailee waivers in form and substance acceptable to Lender have been executed and delivered by such landlord or bailee to Lender.

1.18.“Eligible Receivables”shall mean and include only Receivables of Borrower, the records and accounts of which are located in compliance with Section 5.14 of this Agreement, are acceptable to Lender in Lender’s sole and absolute discretion, arise out of sales in the ordinary course of Borrower’s business as currently conducted, made by Borrower to a Person which is not an Affiliate of Borrower nor an employee of Borrower nor controlled by an Affiliate of Borrower, which are not in dispute and which do not then violate any warranty with respect to Eligible Receivables set forth in the General Security Agreement, and the Inventory which is the subject matter of such Receivable, must have been shipped to the customer on or prior to the invoice date, or the services described in any such invoice must have been provided on or prior to the invoice date. No Receivable shall be an Eligible Receivable if more than ninety (90) days have passed since the original invoice date. Lender may treat any Receivable as ineligible if:

(a)any warranty contained in this Agreement or in the General Security Agreement with respect to Eligible Receivables or any warranty with respect to such Receivable contained in this Agreement or in the General Security Agreement has been breached; or

(b)the Account Debtor or any Affiliate of the Account Debtor has disputed liability, or made any claim with respect to such Receivable or with respect to any other Receivable due from such customer or Account Debtor to Borrower, with respect to any Receivable which Lender, in its sole and absolute discretion, deems material; or

(c)the Account Debtor or any Affiliate of the Account Debtor has filed a case for bankruptcy or reorganization under the Bankruptcy Code, or if any case under the Bankruptcy Code has been filed against the Account Debtor or any Affiliate of the Account Debtor, or if the Account Debtor or any Affiliate of the Account Debtor has made an assignment for the benefit of creditors, or if the Account Debtor or any Affiliate of the Account Debtor has failed, suspended business operations, become insolvent, or had or suffered a receiver or a trustee to be appointed for all or a significant portion of its assets or affairs; or

(d)if the Account Debtor is also a supplier to or creditor of Borrower or if the Account Debtor has or asserts any right of offset with respect to any Receivable or asserts any claim or counterclaim against Borrower with respect to any Receivable or otherwise (so long as the Account Debtor does not assert any right of set off or counterclaim, Lender, subject to all the other provisions of this Agreement, will only consider the Receivable ineligible in an amount equal to the amount owed such Account Debtor by Borrower); or

(e)the sale is to an Account Debtor outside the United States, unless the sale is secured by a letter of credit or acceptance acceptable to Lender in its sole discretion, or is insured by a credit risk insurance policy acceptable to Lender in its sole discretion or on other terms acceptable to Lender in its sole discretion; or

(f)fifty percent (50%) or more of the Receivables of any Account Debtor and its Affiliates are ineligible, then all the Receivables of such Account Debtor and its Affiliates may be deemed ineligible by Lender under this Agreement; or

(g)the total unpaid Receivables of the Account Debtor and its Affiliates exceed twenty percent (20%) of the net amount of all Receivables, to the extent of such excess, except that with respect to (i) NRP/COOLGAS, INC. and USA/ B & B, in which such percentage shall be twenty-five percent (25%), and (ii) Home Depot, in which such percentage shall be fifty percent (50%), provided in all cases the credit worthiness of any such Account Debtor is acceptable to Lender in its sole discretion and credit insurance coverage is in existence covering such Account Debtor’s Receivables acceptable to Lender in its sole and absolute discretion; or

(h)it relates to a sale of goods or services to the United States of America, or any agency or department thereof, unless Borrower assigns its right to payment of such Receivable to Lender, in form and substance satisfactory to Lender, so as to comply with the Assignment of Claims Act of 1940, as amended (the “1940 Act”); provided, however, that Lender may make Advances up to an aggregate maximum amount of $25,000 against Receivables covered by this clause (h), and which satisfy all other requirements of Eligible Receivables, without complying with the 1940 Act; or

(i)it relates to a sale of goods or services to a state or local governmental authority or an agency or department thereof in excess of $50,000.00 in the aggregate; or

(j)it relates to intercompany sales, employee sales or any Receivable due from an Affiliate of Borrower; or

(k)it consists of a sale to an Account Debtor on consignment, bill and hold, guaranteed sale, sale or return, sale on approval, payment plan, scheduled installment plan, extended payment terms or any other repurchase or return basis; or

(l)the Account Debtor is located in a state in which Borrower is deemed to be doing business under the laws of such state and which denies creditors access to its courts in the absence of qualifications to transact business in such state or of the filing of any reports with such state, unless Borrower has qualified as a foreign corporation authorized to do business in such state or has filed all required reports; or

(m)the Receivable is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; or

(n)the Receivable arises from a sale of goods or services to an individual who is purchasing such goods primarily for personal, family or household purposes;

(o)if Lender believes, in its sole and absolute judgment, that collection of such Receivable is insecure or that such Receivable may not be paid by reason of the Account Debtor’s financial inability to pay.

1.19.“Environment”shall mean any water or water vapor, any land surface or subsurface, air, fish, wildlife, biota and all other natural resources.

1.20.“Environmental Laws”shall mean all federal, state and local environmental, land use, zoning, health, chemical use, safety and sanitation laws, statutes, ordinances and codes relating to the protection of the Environment and/or governing the use, storage, treatment, generation, transportation, processing, handling, production or disposal of “hazardous substances” and the rules, regulations, policies, guidelines, interpretations, decisions, orders and directives of federal, state and local governmental agencies and authorities with respect thereto.

1.21.“ERISA”shall mean the Employee Retirement Income Security Act of 1974, as amended.

1.22.“Events of Default”shall have the meaning set forth in Article 12 of this Agreement.

1.23.“Fiscal Year”shall mean with respect to any Person, a year of 365 or 366 days, as the case may be, ending on the last day of December in any calendar year.

1.24.“GAAP”shall mean generally accepted accounting principles consistently applied and maintained throughout the period indicated and consistent with the prior financial practice of Borrower, except for changes mandated by the Financial Accounting Standards Board or any similar accounting authority of comparable standing. Whenever any accounting term is used herein which is not otherwise defined, it shall be interpreted in accordance with GAAP.

1.25.“General Security Agreements”shall mean the collective reference to the general security agreements dated May 30, 2003 executed and delivered by each of Borrower and the guarantors in favor of Lender, as the same may be amended, modified, restated or supplemented from time to time.

1.26.“Governmental Rules”shall have the meaning given to such term in Section 5.24 of this Agreement.

1.27.“Indebtedness”shall mean and include all obligations for borrowed money of any kind or nature, including funded debt and unfunded liabilities, contingent obligations under guaranties or letters of credit, and all obligations for the acquisition or use of any fixed asset, including capitalized leases, or improvements which are payable over a period longer than one year, regardless of the term thereof or the Person or Persons to whom the same is payable and the Obligations.

1.28.“Inventory”shall have the meaning given to such term in the General Security Agreement.

1.29.“Loan Documents”shall mean this Agreement, the Revolving Note, the Term Notes, the General Security Agreements, the Mortgage and all other documents and instruments to be delivered by Borrower or any other Person under this Agreement or in connection with the Loans or any other Indebtedness or Obligations of Borrower to Lender, as the same may be amended, modified or supplemented from time to time.

1.30.“Loan Interest Rate”shall mean, at the option of Lender, the greater of: (a) the prime rate published in the “Money Rates” column of The Wall Street Journal from time to time or, in the event that The Wall Street Journal is not available at any time, such rate published in another publication as determined by Lender plus thirty seven and one-half (37.5) basis points per annum, or (b) six and one-half percent (6-1/2%) per annum.

1.31.“Loans”shall mean the loans and advances made by Lender hereunder, including the Revolving Loan and the Term Loans.

1.32.“Lockbox”shall mean the account established by Borrower pursuant to the lockbox agreement among Borrower, Lender and a financial institution with which Borrower maintains a depository account into which the proceeds of all Collateral are to be deposited.

1.33.“Material Adverse Effect”shall mean any material adverse effect, as determined in Lender’s sole and absolute discretion, on (a) the business, assets, operations, prospects or condition, financial or otherwise, of Borrower or any guarantor; (b) Borrower’s or any guarantor’s ability to pay or perform the Obligations in accordance with their terms; (c) the value, collectability or salability of the Collateral or the perfection or priority of Lender’s liens; (d) the validity or enforceability of this Agreement or any of the Loan Documents; or (e) the practical realization of the benefits, rights and remedies inuring to Lender under this Agreement or under the other Loan Documents.

1.34.“Maturity Date” shall mean June 26, 2010.

1.35.“Maximum Facility”shall mean$10,000,000.

1.36.“Maximum Revolving Loan Amount” shall mean the Maximum Facility, plus the Supplemental Amount (upon compliance with Section 2.11 hereof), less the outstanding principal balance of the Term Loans.

1.37.“Mortgage” shall mean the Mortgage and Security Agreement dated as of the date hereof given by Borrower in favor of Lender, as the same may be amended, modified, restated or supplemented from time to time.

1.38.“Notice of Borrowing”shall mean a borrowing request in a Record substantially in the form of Exhibit C attached hereto.

1.39.“Obligations”shall mean and include all loans (including the Loans), advances, debts, liabilities, obligations, covenants and duties owing by Borrower to Lender or any Affiliate of Lender of any kind or nature, present or future, whether or not evidenced by any note, guaranty or other instrument, whether arising under this Agreement, the other Loan Documents or under any other agreement or by operation of law, whether or not for the payment of money, whether arising by reason of an extension of credit, opening, guaranteeing or confirming of a letter of credit, loan, guaranty, indemnification or in any other manner, whether direct or indirect (including those acquired by purchase or assignment), absolute or contingent, due or to become due, now due or hereafter arising and howsoever acquired including, without limitation, all interest, charges, expenses, commitment, facility, collateral management or other fees, attorneys’ fees and expenses, consulting fees and expenses and any other sum chargeable to Borrower under this Agreement, the other Loan Documents or any other agreement with Lender.

1.40.“Person”shall mean an individual, partnership, limited liability company, limited liability partnership, corporation, joint venture, joint stock company, land trust, business trust or unincorporated organization, or a government or agency or political subdivision thereof.

1.41.“Plan”shall mean an employee benefit plan or other plan now or hereafter maintained for employees of Borrower or any subsidiary of Borrower and covered by Title IV of ERISA.

1.42.“Property”shall have the meaning set forth in the General Security Agreement.

1.43.“Receivables”shall have the meaning set forth in the General Security Agreement.

1.44.“Reconciliation Report”shall mean a report in form satisfactory to Lender, reconciling Borrower’s month-end Receivable agings, payable agings and Inventory listings to Borrower’s monthly financial statements, and including bank reconciliations.

1.45.“Record”shall mean information that is inscribed on a tangible medium or which is stored in an electronic or other medium and is retrievable in perceivable form. If Lender so specifies with respect to a particular type of Record, that type of Record shall be signed or otherwise authenticated by Borrower.

1.46.“Reportable Event”shall have the meaning assigned to that term in Title IV of ERISA.

1.47.“Revolving Loan”shall mean the Advances to be made by Lender to Borrower pursuant to Section 2.1 of this Agreement, and all interest thereon and all fees, costs and expenses payable by Borrower in connection therewith.

1.48.“Revolving Note”shall mean, the promissory note substantially in the form annexed hereto as Exhibit A, to be given by Borrower to Lender to evidence the Revolving Loan.

1.49.“Solvent”shall mean when used with respect to any Person, such Person (i) owns property the fair value of which is greater than the amount required to pay all of such Person’s Indebtedness (including contingent debts), (ii) owns property the present fair salable value of which is greater than the amount that will be required to pay the probable liabilities of such Person on its then existing Indebtedness as such become absolute and matured, (iii) is able to pay all of its Indebtedness as such Indebtedness matures, and (iv) has capital sufficient to carry on its then existing business.

1.50.“Supplemental Amount” shall have the meaning set forth in Section 2.11 of this Agreement.

1.51.“Tangible Net Worth”shall mean the net worth of Borrower less the value of intangible assets and other assets whose value, in the sole opinion of Lender, are less than the stated value carried on the balance sheet of Borrower.

1.52.“Termination Date”shall mean the earliest of the date which is (a) the Maturity Date, (b) the date on which Lender terminates this Agreement pursuant to Section 12.1 of this Agreement, or (c) the date on which Borrower terminates this Agreement pursuant to Section 3.7 of this Agreement.

1.53.“Termination Notice”shall have the meaning set forth in Section 3.7 of this Agreement.

1.54.“Term Loan A” shall have the meaning set forth in Section 2.9 hereof.

1.55.“Term Loan B” shall have the meaning set forth in Section 2.10 hereof.

1.56.“Term Loans” shall mean Term Loan A and Term Loan B.

1.57.“Term Note A” shall mean the amended and restated promissory note substantially in the form annexed hereto as Exhibit B-1, to be given by Borrower to Lender to evidence Term Loan A.

1.58.“Term Note B” shall mean the promissory note substantially in the form annexed hereto as Exhibit B-2, to be given by Borrower to Lender to evidence Term Loan B.

1.59.“Term Notes” shall mean Term Note A and Term Note B.

1.60.“UCC” means the Uniform Commercial Code as in effect from time to time.

2.THE LOANS.

2.1.Advances. Subject to the terms and conditions of this Agreement and relying upon the representations and warranties set forth in this Agreement, for so long as no Default or Event of Default exists, Lender shall lend in its discretion to Borrower on its request, a sum (“Borrowing Capacity”) equal to the lesser of:

(a)The Maximum Revolving Loan Amount, or

(b)the sum of (i) up to eighty-five percent (85%) of the net face amount of Borrower’s Eligible Receivables plus (ii) up to fifty percent (50%) (such percentage, absent the existence of an Event of Default, shall be fifty-five percent (55%) during the period from November 1 through February 28 of each year) of the Value (as defined below) of Borrower’s Eligible Inventory, less (iii) the outstanding principal balance of Term Loan B, less (iv) the outstanding principal balance of the Revolving Loan resulting from the implementation of the Supplemental Amount. Value shall mean the lesser of cost or the fair market value of such Inventory.

Within the limits of the Borrowing Capacity, and subject to the limitations set forth in this Agreement, Borrower may borrow, repay and reborrow Advances.

2.2.Overline. Borrower acknowledges that Lender has advised Borrower that Lender does not intend to permit Borrower to incur Obligations at any time in an outstanding principal amount exceeding either the Borrowing Capacity or the Maximum Revolving Loan Amount; however, it is agreed that should the Obligations of Borrower to Lender incurred under the Loans or otherwise exceed the Borrowing Capacity or the Maximum Revolving Loan Amount, then such excess Obligations shall (a) constitute Obligations under this Agreement, (b) be entitled to the benefit of all security and protection under this Agreement and the other Loan Documents, (c) be secured by the Collateral and (d) be payable immediately without notice or demand by Lender.

2.3.Reserves. (a)The Borrowing Capacity shall be subject to such reserves, as Lender shall deem necessary and proper in Lender’s sole and absolute discretion. Reserves may be established by Lender from time to time in such manner (including reduction of the advance rates set forth in Subsection 2.1(b) above) and for such reasons as Lender may determine from time to time in Lender’s sole and absolute discretion. Payments, deposits, guaranties or indemnifications made by Lender under any reimbursement agreement, guaranty or similar instrument made in respect of any such instrument may be treated by Lender as Advances to Borrower under this Agreement.

(b)Lender will implement a reserve (the “Closing Reserve”) on the date hereof in the amount of $1,307,550 (the “Closing Reserve Amount”) in order to ensure that Borrower has sufficient availability to make payment to those shareholders who tender shares in Borrower’s tender offer and/or, to the extent the shareholders do not tender their shares in such tender offer, to make payment to Fleming US Discovery Fund III, L.P. and Fleming US Discovery Offshore Fund III, L.P. (collectively, “Fleming”), as set forth in that certain Stock Purchase Agreement dated the date hereof between Fleming and Borrower. Upon receipt of notice from Borrower in the form attached hereto as Exhibit F (the “Closing Reserve Notice”), Lender will remove the Closing Reserve and, provided that no Event of Default has occurred and is continuing, make an Advance in the Closing Reserve Amount. Lender will make such Advance to the party(ies), on the date and pursuant to the wire instructions set forth in the Closing Reserve Notice, provided that Lender receives a fully-signed Closing Reserve Notice at least one (1) Business Day prior to the date of the requested Advance.

2.4.Manner of Borrowing. Each Advance shall be requested in an Authenticated Record sent via facsimile or electronic transmission including, without limitation, via e-mail by a Notice of Borrowing executed by an authorized officer of Borrower, not later than 11:00 a.m. Eastern Time on any Banking Day on which an Advance is requested. Provided that Borrower shall have satisfied all conditions precedent set forth in this Agreement, including the reaffirmation of the representations and warranties and covenants provided in Article 10 of this Agreement, and Borrower shall have sufficient Borrowing Capacity to permit an Advance under this Agreement in accordance with Section 2.1 of this Agreement, Lender shall make the Advance to Borrower in the amount requested in the Record by Borrower in immediately available funds for credit to any account of Borrower (other than a payroll account) at a bank in the United States of America as Borrower may specify (provided, however, that Borrower shall pay Lender its usual and customary fees for such transfer). Lender shall not be responsible for any failure of any amount so transferred to be credited to any such account, unless such failure is due to Lender’s gross negligence or willful misconduct.

2.5.Evidence of Borrower’s Obligations. Borrower’s obligation to pay the principal of, and interest on, the Advances made to Borrower shall be evidenced by the Revolving Note executed by Borrower and delivered to Lender. Borrower’s obligation to pay the principal of, and interest on, the Term Loan shall be evidenced by the Term Note.

2.6.Payments. All payments with respect to the Obligations shall either be charged by Lender to Borrower’s account pursuant to Section 2.7 hereof, charged as an Advance or made by Borrower to Lender in U.S. currency and without any defense, offset or counterclaim of any kind, at 555 Theodore Fremd Avenue, Suite C-207, Rye, New York 10580, or to such other address as Lender shall specify, by 12:00 noon New York, New York time on the date when due. Whenever any payment to be made shall otherwise be due on a day that is not a Banking Day, such payment shall be made on the next succeeding Banking Day and such extension of time shall be included in computing interest in connection with any such payment. Lender may make an Advance to reimburse itself for any payments on the Obligations (including fees and expenses payable by Borrower), which are not paid when due, without notice or demand to Borrower. Any delay or failure by Lender in submitting any invoice for such interest or fee or in the making of an Advance against the Revolving Loan shall not discharge or relieve Borrower of its obligation to make such interest or fee payment. If Borrower prepays only a portion of a Term Loan, such prepayment shall be applied to the remaining installments of the applicable Term Loan in the inverse order of maturity.

2.7.Collections/Balance/Statements/etc.

(a)Collection and Remittance.

(i)Borrower covenants and agrees to enter into a depository account service agreement with Fleet Bank, N.A. to establish a depository account for the benefit of Borrower over which Lender shall have the sole power of withdrawal.

(ii)All proceeds of Collateral whether cash, checks, drafts, notes, acceptances or other forms of payment, if received by Borrower, shall be received by Borrower in trust for Lender, and Borrower agrees to deliver or cause to be delivered, such payments forthwith, in the identical form in which received, to Lender or into a depository account established for the benefit of Borrower, as Lender shall require from time to time.

(iii)Collected funds in the depository account for the benefit of Borrower shall be swept daily and the proceeds deposited to an account of Lender or as Lender shall otherwise elect.

(b)Determination of balance of Revolving Loans. In determining the outstanding balance of the Revolving Loans, (i) available/collected funds received from the depository account for the benefit of Borrower in the Lender’s account at Harris Bank, Account Name: Keltic Financial Partners, LP; Account No. 3117009, ABA #071000288 (or such other account as Lender may direct from time to time), before 2 p.m. Eastern Time of a Banking Day will be credited on that Banking Day, and thereafter on the following Banking Day, as follows: (A) First, to unpaid interest, (B) second to unpaid fees and expenses; (C) third to the outstanding principal balance of the Revolving Loan, and (D) fourth to all other Obligations in such order as Lender shall elect; (ii) any other form of funds received by Lender will be credited on the Banking Day when Lender has received notification that such funds are collected/available to Lender if before 2 p.m. (Eastern Time), and thereafter on the following Banking Day and will be applied in the manner set forth in clause (b)(i) above unless such funds are proceeds of the sale of equipment or real estate, in which event such funds will be applied first against Term Loan A until Term Loan A is paid in full, then against Term Loan B until Term Loan B is paid in full, then against the Revolving Loans in the manner set forth in clause (b)(i) above; (iii) all credits shall be conditional upon final payment to Lender in cash or solvent credits of the items giving rise to them and, if any item is not so paid, the amount of any credit given for it shall be charged to the balance of the Revolving Loan whether or not the item is returned; and (iv) for the purpose of computing interest on the Revolving Loan and other Obligations, interest shall continue to accrue on the amount of any payment credited to Borrower’s Revolving Loan balance by Lender for a period of three (3) Banking Days after the date so credited.

2.8.Payment on Termination Date. Notwithstanding anything herein to the contrary, on the Termination Date Borrower shall pay to Lender in full, in cash: (a) the entire outstanding principal balance of the Loans, plus all accrued and unpaid interest thereon, and (b) all non-contingent Obligations due or incurred by Lender.

2.9.Term Loan A.

(a)Lender agrees, subject to the terms and conditions of this Agreement, to make a single advance to Borrower on the date of the initial funding (“Term Loan A”) in the amount of $2,500,000. Borrower’s obligation to repay Term Loan A shall be evidenced by Term Note A and shall be secured by the Collateral.

(b)The outstanding principal balance of Term Note A shall be due and payable in consecutive monthly installments in the amount of $29,761.90 each, commencing on July 1, 2007. On the Termination Date, the entire aggregate unpaid principal balance of Term Note A, and all accrued and unpaid interest thereon, shall in any event be due and payable.

2.10.Term Loan B.

(a)Lender agrees, subject to the terms and conditions of this Agreement, to make a single advance to Borrower on the date of the initial funding (“Term Loan B”) in the amount of $4,500,000. Borrower’s obligation to repay Term Loan B shall be evidenced by Term Note B and shall be secured by the Collateral.

(b)The outstanding principal balance of Term Note B shall be due and payable in consecutive monthly installments in the amount of $53,571.43 each, commencing on July 1, 2007. On the Termination Date, the entire aggregate unpaid principal balance of Term Note B, and all accrued and unpaid interest thereon, shall in any event be due and payable.

2.11Supplemental Amount. Within five (5) business days of a request by Borrower in a Record, and upon payment by Borrower of the Supplemental Amount Fee (as defined below) and receipt by Lender of an original Allonge, in the form attached hereto as Exhibit H, signed by Borrower, Lender shall increase the Maximum Revolving Loan Amount by up to $1,500,000 (the “Supplemental Amount”) as directed by Borrower in such Record; provided that the Supplemental Amount shall be zero for at least five (5) consecutive Business Days at least once every one hundred and twenty (120) days.

2.12Sources and Uses. The Loans on the date hereof shall be made pursuant to the sources and uses set forth in Exhibit G attached hereto.

3.LENDER’S COMPENSATION.

3.1.Interest on Loans. Borrower shall pay interest monthly, in arrears, on the first day of each month, commencing July 1, 2007, (a) on the average daily, unpaid principal amount of the Revolving Loan, and (b) in the unpaid principal amount of the Term Loans, at a fluctuating rate which is equal to the Loan Interest Rate. Notwithstanding the foregoing, on and after the occurrence of a Default or Event of Default, Borrower shall pay interest on the Revolving Loan at a rate which is three and one-half percent (3.50%) per annum above the Loan Interest Rate; provided, however, in no event shall any interest to be paid under this Agreement or under any Loan Document that would exceed the maximum rate permitted by law.

3.2.Intentionally Left Blank.

3.3.Commitment and Closing Fee. Borrower has paid to Lender $80,000 (net of the $5,000 prepaid accommodation fee in December 18, 2006) as a commitment and closing fee which fee has been fully earned by Lender.

3.4.Facility Fee. Borrower shall pay to Lender monthly, in arrears, on the first day of each month a facility fee in an amount equal to one percent (1.0%) per annum of the Maximum Facility, which facility fee is deemed earned in full for each year on the date hereof and on each anniversary hereof.

3.5.Collateral Management Fee. Borrower shall pay to Lender monthly, in arrears, on the first day of each month, a collateral management fee in the amount of Two Thousand and 00/100 Dollars ($2,000.00). Upon the occurrence of a Default or an Event of Default and during the continuance of such Default or Event of Default, the fee shall, in the sole discretion of Lender, be increased by $1,000.00 per month.

3.6.Field Examination Fees. Borrower shall promptly reimburse Lender for all reasonable costs and expenses associated with periodic field examinations and fixed asset appraisals performed by Lender and its agents, as deemed necessary by Lender.

3.7.Liquidated Damages. If Borrower prepays the principal of the Revolving Loan to Borrower (other than from time to time from working capital) or if the outstanding Obligations become due prior to the Maturity Date for any reason or no reason, Borrower shall pay to Lender at the time of such prepayment, liquidated damages in an amount equal to: (a) two percent (2.0%) of the Maximum Facility if the prepayment is made prior to the first anniversary of the date hereof; (b) one percent (1.0%) of the Maximum Facility if the prepayment is made after the first anniversary of the date hereof but prior to the second anniversary of the date hereof; and (c) zero percent (0.0%) of the Maximum Facility if the prepayment is made after the second anniversary of the date hereof. Borrower shall give Lender at least ninety (90) days’ advance written notice (“Termination Notice”) of Borrower’s election to terminate the availability of Revolving Loans under this Agreement prior to the Maturity Date, and a termination of the Revolving Loans shall automatically constitute a termination of the Term Loans. The Termination Notice shall be irrevocable and shall specify the effective date of such termination, which effective date shall not be less than ninety (90) days after the giving of the Termination Notice and shall in no event be later than the Termination Date. After the Termination Date, Lender shall have no obligation to make any Advance(s) to Borrower.

3.8.Supplemental Amount Fee. In each Contract Year in which Borrower uses the Supplemental Amount, Borrower shall immediately pay to Lender, on demand, an annual fee in the amount of $5,000, fully earned and payable when the Supplemental Amount is first used. Borrower hereby irrevocably authorize Lender to make advances under the Revolving Loan to make payment of such fee when due.

3.9.Computation of Interest and Fees. All interest and fees under this Agreement shall be computed on the basis of a year consisting of three hundred sixty (360) days for the number of days actually elapsed.

4.APPLICATION OF PROCEEDS. The proceeds of the Term Loans and the Advances shall be used solely by Borrower to recapitalize its balance sheet, for working capital needed in the normal operation of Borrower’s business and as provided in Section 9.6 of this Agreement.

5.INDUCING REPRESENTATIONS. In order to induce Lender to make the Loans, Borrower makes the following representations and warranties to Lender:

5.1.Organization and Qualifications. Borrower is and always has been a corporation duly organized and validly existing under the laws of the State of Tennessee. Borrower’s tax identification number is 62-1478695. Borrower is qualified to do business in every jurisdiction where the nature of its business requires it to be so qualified.

5.2.Name and Address. During the preceding five (5) years, Borrower has not been known by nor has used any other name whether corporate, fictitious or otherwise, except as set forth on Schedule 5.2 attached hereto. Borrower’s chief executive office is 275 North Middletown Road, Pearl River, New York 10965.

5.3.Structure. Borrower has no subsidiaries or Affiliates, except as set forth on Schedule 5.3 attached hereto.

5.4.Legally Enforceable Agreement. The execution, delivery and performance of this Agreement, each and all of the other Loan Documents and each and all other instruments and documents to be delivered by Borrower or its Affiliates under this Agreement and the creation of all liens and security interests provided for herein are within Borrower’s corporate power, have been duly authorized by all necessary or proper corporate action (including the consent of shareholders where required), are not in contravention of any agreement or indenture to which Borrower is a party or by which it is bound, or of the Certificate of Incorporation or By-Laws of Borrower, and are not in contravention of any provision of law and the same do not require the consent or approval of any governmental body, agency, authority or any other Person which has not been obtained and a copy thereof furnished to Lender.

5.5.Solvent Financial Condition. Borrower is Solvent.

5.6.Financial Statements. The audited financial statements of Borrower as of December 31, 2006, copies of which have been delivered to Lender, fairly present Borrower’s financial condition and results of operations in accordance with GAAP, and as of such dates and there have been no changes since such dates. Borrower has no contingent liabilities, liabilities for taxes, unusual forward or long-term commitments, or unrealized or unanticipated losses from any unfavorable commitments, which were not disclosed in such financial statements or the notes thereto.

5.7.Joint Ventures. Borrower is not engaged in any joint venture or partnership with any other Person.

5.8.Real Estate. Attached hereto as Schedule 5.8 is a list showing all real property owned or leased by Borrower, and if leased, the correct name and address of the landlord and the date and term of the applicable lease.

5.9.Intellectual Property. Borrower owns or possesses all the patents, trademarks, service marks, trade names, copyrights, licenses and other intellectual property necessary for the present and planned future conduct of its business without any conflict with the rights of others. All such patents, trademarks, service marks, trade names, copyrights, licenses and other similar rights are listed on Schedule 5.9 attached hereto, if any.

5.10.Existing Business Relationship. There exists no actual or threatened termination, cancellation or limitation of, or any adverse modification or change in, the business relationship of Borrower with any supplier, customer or group of customers whose purchases individually or in the aggregate could effect the operations or the financial condition of Borrower.

5.11.Investment Company Act: Federal Reserve Board Regulations. Borrower is not an “investment company,” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company”; as such terms are defined in the Investment Company Act of 1940, as amended (15 U.S.C. §§ 80(a)(1), et seq.). The making of the Loans under this Agreement by Lender, the application of the proceeds and repayment thereof by Borrower and the performance of the transactions contemplated by this Agreement will not violate any provision of such Act, or any rule, regulation or order issued by the Securities and Exchange Commission thereunder. Borrower does not own any margin security as that term is defined in Regulation U of the Board of Governors of the Federal Reserve System and the proceeds of the Loans made pursuant to this Agreement will be used only for the purposes contemplated under this Agreement. None of the proceeds will be used, directly or indirectly, for the purpose of purchasing or carrying any margin security or for the purpose of reducing or retiring any Indebtedness which was originally incurred to purchase or carry margin security or for any other purpose which might constitute any of the Loans under this Agreement a “purpose credit” within the meaning of said Regulation U or Regulations T or X of the Federal Reserve Board. Borrower will not take, or permit any agent acting on its behalf to take, any action which might cause this Agreement or any document or instrument delivered pursuant hereto to violate any regulation of the Federal Reserve Board.

5.12.Tax Returns. Borrower and the guarantor have filed all tax returns (Federal, state or local) required to be filed and paid all taxes shown thereon to be due including interest and penalties or has provided adequate reserves therefor. No assessments have been made against Borrower or any guarantor by any taxing authority nor has any penalty or deficiency been made by any such authority. To the best of Borrower’s knowledge, no Federal income tax return of Borrower or any guarantor is presently being examined by the Internal Revenue Service nor are the results of any prior examination by the Internal Revenue Service or any state or local tax authority being contested by Borrower or any guarantor.

5.13.Litigation. Except as disclosed in Schedule 5.13, no action or proceeding is now pending or, to the knowledge of Borrower, threatened against Borrower or any guarantor, at law, in equity or otherwise, before any court, board, commission, agency or instrumentality of the Federal or state government or of any municipal government or any agency or subdivision thereof, or before any arbitrator or panel of arbitrators, and neither Borrower nor any guarantor has accepted liability for any such action or proceeding. There is no proceeding pending before any governmental agency (Federal, state or local) and, to the best of Borrower’s knowledge, no investigation has been commenced before any such governmental agency the effect of which, if adversely decided, would or could, have a Material Adverse Effect.

5.14.Receivables Locations. Annexed hereto as Schedule 5.14 is a list showing all places at which Borrower maintains, or will maintain, records relating to Receivables. Borrower will provide Lender thirty (30) days prior written notice by means of an Authenticated Record of any new location where Borrower maintains records relating to Receivables or closes any location where it maintained records related to Receivables. Prior to Borrower opening or closing any such location, Borrower shall obtain agreements with such bank or financial institution and Lender in form and content acceptable to Lender in its discretion.

5.15.InventoryLocations. Annexed hereto as Schedule 5.15 is a list showing all places where Borrower maintains, or will maintain, Inventory. Such list indicates whether the premises are owned or leased by Borrower or whether the premises are the premises of a warehouseman or other third party, and if owned by a third party, the name and address of such third party. Borrower shall provide Lender thirty (30) days prior written notice by means of an Authenticated Record of any new location of where Borrower maintains Inventory or closes any location where it maintains Inventory. This notice shall indicate whether the premises are owned or leased by Borrower or whether such premises are the premises of a warehouseman or other third party, and if owned by a third party, the name and address of such third party. Prior to moving any Inventory to a new location, Borrower shall obtain a landlord’s waiver in form and content acceptable to Lender in its discretion.

5.16.Equipment List and Locations. Annexed hereto as Schedule 5.16 is a list showing all of Borrower’s equipment, and describing the places where the same is located. Such list indicates whether such premises are owned or leased by Borrower or whether the premises are the premises of another third party, and if leased, the name and address of such third party. Borrower shall provide Lender thirty (30) days prior written notice by means of an Authenticated Record of any new location of where Borrower maintains Equipment or closes any location where it maintains Equipment. This notice shall indicate whether the premises are owned or leased by Borrower or whether such premises are the premises of a warehouseman or other third party, and if owned by a third party, the name and address of such third party. Prior to moving any Equipment to a new location, Borrower shall obtain a landlord’s waiver in form and content acceptable to Lender in its discretion.

5.17.Title/Liens. Borrower has good and marketable title to the Collateral as sole owner thereof. There are no existing liens on any Property of Borrower, except for liens in favor of Lender and liens described in Schedule 5.17. Except as set forth on Schedule 5.17, none of the Collateral is subject to any prohibition against encumbering, pledging, hypothecating or assigning the same or requires notice or consent in connection therewith.

5.18.Existing Indebtedness. Borrower has no existing Indebtedness except the Indebtedness described in Schedule 5.18.

5.19.ERISA Matters. The present value of all accrued vested benefits under any Plan (calculated on the basis of the actuarial evaluation for the Plan) did not exceed as of the date of the most recent actuarial evaluation for such Plan the fair market value of the assets of such Plan allocable to such benefits. Borrower is not aware of any information since the date of such evaluation that would affect the information contained therein. Such Plan has not incurred an accumulating funding deficiency, as that term is defined in Section 302 of ERISA or Section 412 of the Code (whether or not waived), no liability to the Pension Benefit Guaranty Corporation (other than required premiums which have become due and payable, all of which have been paid) has been incurred with respect to the Plan and there has not been any Reportable Event which presents a risk of termination of the Plan by the Pension Benefit Guaranty Corporation. Borrower has not engaged in any transaction which would subject Borrower to tax, penalty or liability for prohibited transactions imposed by ERISA or the Code.

5.20.O.S.H.A.Borrower has duly complied with, and its facilities, business, leaseholds, equipment and other property are in compliance in all respects with, the provisions of the Federal Occupational Safety and Health Act and all rules and regulations thereunder and all similar state and local Governmental Rules. There are no outstanding citations, notices or orders of non-compliance issued to Borrower or relating to its facilities, business, leaseholds, equipment or other property under any such Governmental Rules.

5.21.Environmental Matters. Except as disclosed in Schedule 5.21,

(a)No Property owned or used by Borrower is or has been used for the generation, manufacture, refining, transportation, treatment, storage, handling or disposal of any “hazardous substances” or “hazardous wastes.” The following are all of the Standard Industrial Classification Codes applicable to the properties and operations of Borrower: 1711; (b) Borrower is in compliance with all applicable Environmental Laws; (c) there has been no contamination or release of hazardous substances at, upon, under or within any Property owned or leased by Borrower, and there has been no contamination (as defined in any applicable Environmental Law) or release of hazardous substances (as defined in any applicable Environmental Law) on any other Property that has migrated or threatens to migrate to any Property owned or leased by Borrower; (d) to the best of Borrower’s knowledge, there are not now and never have been above-ground or underground storage tanks at any Property owned or leased by Borrower; (e) there are no transformers, capacitors or other items of Equipment containing polychlorinated biphenyls at levels in excess of 49 parts per million, violative of any applicable Environmental Law, at any Property owned or leased by Borrower; (f) no hazardous substances are present at any Property owned or leased by Borrower, nor will any hazardous substances be present upon any such Property or in the operation thereof by Borrower; (g) all permits and authorizations required under Environmental Laws for all operations of Borrower have been duly issued and are in full force and effect including, but not limited to, those for air emissions, water discharges and treatment, storage tanks and the generation, treatment, storage and disposal of hazardous substances; (h) there are no past, pending or threatened environmental claims against Borrower or any Property owned or leased by Borrower; and there is no condition or occurrence on any Property owned or leased by Borrower that could be anticipated (1) to form the basis of an environmental claim against Borrower or its properties or (2) to cause any Property owned or leased by Borrower to be subject to any restrictions on its ownership, occupancy or transferability under any Environmental Law; (i) no portion of any Property owned or leased by Borrower contains asbestos-containing material that is or threatens to become friable; (j) the representations and warranties set forth in this Section 5.21 shall survive repayment of the Obligations and the termination of this Agreement and the other Loan Documents.

5.22.Labor Disputes. There are no pending or, to Borrower’s knowledge, threatened labor disputes which could have a Material Adverse Effect.

5.23.Location of Bank and Securities Accounts. Annexed hereto as Schedule 5.23 is a complete and accurate list of all deposit, checking and other bank accounts, all securities and other accounts maintained with any broker dealer and all other similar accounts maintained by Borrower (collectively, “Bank Accounts”), together with a description thereof.

5.24.Compliance With Laws. Borrower is in compliance with all Federal, state and local governmental rules, ordinances and regulations (“Governmental Rules”) applicable to its ownership or use of properties or the conduct of its business.

5.25.No Other Violations. Borrower is not in violation of any term of its Certificate of Incorporation or By-laws and no event or condition has occurred or is continuing which constitutes or results in (or would constitute or result in, with the giving of notice, lapse of time or other condition) (a) a breach of, or a default under, any agreement, undertaking or instrument to which Borrower is a party or by which it or any of its Property may be affected, or (b) the imposition of any lien on any Property of Borrower.

5.26.Full Disclosure. No information contained in any Loan Document, the financial statements or any written statement furnished by or on behalf of Borrower under any Loan Document, or to induce Lender to execute the Loan Documents, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which they were made.

5.27.Survival of Representations and Warranties. Borrower covenants, warrants and represents to Lender that all representations and warranties of Borrower contained in this Agreement or in any other Loan Documents shall be true at the time of Borrower’s execution of this Agreement and the other Loan Documents, and Lender’s right to bring an action for breach of any such representation or warranty or to exercise any remedy under this Agreement based upon the breach of any such representation or warranty shall survive the execution, delivery and acceptance hereof by Lender and the closing of the transactions described herein or related hereto until the Obligations are finally and irrevocably paid in full.

6.FINANCIAL STATEMENTS AND INFORMATION; CERTAIN NOTICES TO LENDER. So long as Borrower shall have any Obligations to Lender under this Agreement, Borrower shall deliver to Lender, or shall cause to be delivered to Lender:

6.1.Borrowing Base Certificate. Weekly (on or before Tuesday of each week as of the preceding week end), and monthly (within two (2) days after the end of each month) and contemporaneously with each request for an Advance, a satisfactorily completed and executed Borrowing Base Certificate.

6.2.Monthly Reports. Within fifteen (15) days after the end of each month, an accounts receivable aging, accounts payable aging, an inventory listing, a collateral update certificate, and a Reconciliation Report of Borrower for such month, all in form satisfactory to Lender, prepared by Borrower and if Lender so requests, customer statements, sales journals, cash receipts journals and detailed sales credit reports.

6.3.Annual Financial Statements. Within ninety (90) days after the close of each Fiscal Year of Borrower, a copy of audited annual financial statements of Borrower and its Affiliates prepared by an independent certified public accountant on a combined basis consisting of a balance sheet, statements of operations and retained earnings and accompanying footnotes, statements of cash flow, together with the unqualified opinion of such accounting firm, acceptable to Lender in its sole discretion.

6.4.Monthly Financial Statements. Within thirty (30) days after the end of each month of Borrower, financial statements consisting of a balance sheet, statements of operations and retained earnings and statements of cash flow, prepared by management of Borrower, or Hudson Technologies Company in accordance with GAAP, together with a compliance certificate in the form attached as Exhibit E hereto.

6.5.Projections. Within thirty (30) days prior to the end of each Fiscal Year of Borrower, monthly financial projections for the next fiscal year and annual projections for each succeeding Fiscal Year of Borrower in form satisfactory to Lender.

6.6.Customer Lists. Annually, a list of all of Borrower’s customers and vendors, including the addresses, and telephone and facsimile numbers of such customers and vendors which lists shall be delivered within thirty (30) days of each Fiscal Year end.

6.7.Insurance. Annually, within thirty (30) days of the renewal date of such insurance policy, evidence of insurance in form and content satisfactory to Lender and otherwise in compliance with Section 8.6 of this Agreement, together with the original insurance policy.

6.8.Notice of Event of Default and Adverse Business Developments. Immediately after becoming aware of the existence of a Default or an Event of Default or after becoming aware of any developments or other information which is likely to adversely affect Borrower’s properties, business, prospects, profits or condition (financial or otherwise) or its ability to perform its obligation under this Agreement or any other Loan Documents including, without limitation, the following:

(a)any dispute that may arise between Borrower and any governmental regulatory body or law enforcement authority, including any action relating to any tax liability of Borrower or guarantor;

(b)any labor controversy resulting in or threatening to result in a strike or work stoppage against Borrower;

(c)any proposal by any public authority to acquire the assets or business of Borrower;

(d)the location of any Collateral other than at Borrower’s place of business or as permitted under this Agreement;

(e)any proposed or actual change of Borrower’s name, identity, state of organization or corporate structure; or

(f)any other matter which has resulted or may result in a Material Adverse Effect.

In each case, Borrower will provide Lender with telephonic notice followed by notice in a Record specifying and describing the nature of such Default, Event of Default or development or information, and such anticipated effect.

6.9.Other Information. Such other information respecting the financial condition of Borrower or any guarantor, or any Property of Borrower in which Lender may have a lien as Lender may, from time to time, request. Borrower authorizes Lender to communicate directly with Borrower’s independent certified public accountants and authorizes those accountants to disclose to Lender any and all financial statements and other information of any kind that they may have with respect to Borrower and its business and financial and other affairs. Lender shall treat information so obtained as confidential. On or before the date of this Agreement, Borrower shall deliver to Lender a letter addressed to such accountants instructing them to comply with the provisions of this Section 6.9, which letter shall be acknowledged by such accountants.

7.ACCOUNTING. Lender may account monthly to Borrower. Each and every account shall be deemed final, binding and conclusive upon Borrower in all respects, as to all matters reflected therein, unless Borrower, within fifteen (15) days after the date the account was rendered, delivers to Lender notice in a Record of any objections which Borrower may have to any such account and in that event only those items expressly objected to in such notice shall be deemed to be disputed by Borrower. If Borrower disputes the correctness of any statement, Borrower’s notice shall specify in detail the particulars of its basis for contending that such statement is incorrect.

8.AFFIRMATIVE COVENANTS. Borrower represents and warrants that, so long as it shall have any Obligations to Lender under this Agreement, Borrower will:

8.1.Business and Existence. Preserve and maintain Borrower’s separate existence and rights, privileges and franchises.

8.2.Trade Names. Transact business in Borrower’s own name and invoice all of Borrower’s Receivables in Borrower’s own name.

8.3.Intentionally Left Blank.

8.4.Taxes. Pay and discharge all taxes, assessments, government charges and levies imposed upon Borrower, Borrower’s income or Borrower’s profits or upon any Property belonging to Borrower prior to the date on which penalties attach thereto, except where the same may be contested in good faith by appropriate proceedings being diligently conducted. Borrower will pay all taxes, assessments, governmental charges or private encumbrances levied, assessed, imposed or payable upon or with respect to the Inventory, the equipment or any other Collateral or any part thereof.

8.5.Compliance with Laws. Comply with all Governmental Rules applicable to Borrower including, without limitation, all laws and regulations^-regarding the collection, payment and deposit of employees’ income, unemployment and Social Security taxes.

8.6.Maintain Properties: Insurance. Safeguard and protect all Property used in the conduct of Borrower’s business and keep all of Borrower’s Property insured with insurance companies licensed to do business in the states where the Property is located against loss or damage by fire or other risk under extended coverage endorsement and against theft, burglary, and pilferage together with such other hazards as Lender may from time to time request, in amounts satisfactory to Lender. Borrower shall deliver the policy or policies of such insurance or certificates of insurance to Lender containing endorsements in form satisfactory to Lender naming Lender as lender, loss payee and additional insured and providing that the insurance shall not be canceled, amended or terminated except upon thirty (30) days’ prior written notice to Lender. All insurance proceeds received by Lender shall be retained by Lender for application to the payment of such portion of the Obligations as Lender may determine in Lender’s sole discretion. Borrower shall promptly notify Lender of any event or occurrence causing a loss or decline in the value of Property insured or the existence of an event justifying a claim under any insurance and the estimated amount thereof.

8.7.Business Records. Keep adequate records and books of account with respect to Borrower’s business activities in which proper entries are made in accordance with sound bookkeeping practices reflecting all financial transactions of Borrower; and Borrower shall maintain all of its Bank Accounts as set forth on Schedule 5.23 of this Agreement.

8.8.Litigation. Give Lender prompt notice of any suit at law or in equity against Borrower involving money or property valued in excess of Fifty Thousand and 00/100 Dollars ($50,000.00) except where the same is fully covered by insurance and the insurer has accepted liability therefore in writing.

8.9.Damage or Destruction of Collateral. Maintain or cause to be maintained the Collateral and all its Properties in good condition and repair at all times, preserve the Collateral and all its other Properties from loss, damage, or destruction of any nature whatsoever and provide Lender with prompt notice in a Record of any destruction or substantial damage to any Collateral subject to Lender’s security interest and of the occurrence of any condition or event which has caused, or may cause, loss or depreciation in the value of any Collateral.

8.10.Name Change. Provide Lender with not fewer than thirty (30) days notice in an Authenticated Record prior to any proposed change of name or the creation of any subsidiary.

8.11.Access to Books and Records. During normal business hours (unless an Event of Default has occurred in which event at any and all times), (a) provide Lender with such reports and with such access to Borrower’s books and records and permit Lender to copy and inspect such reports and books and records all as Lender deems necessary or desirable to enable Lender to monitor the credit facilities extended hereby, and (b) permit Lender to examine and inspect the Inventory, equipment or other Collateral and may examine, inspect and copy all books and records with respect thereto. Borrower shall maintain full, accurate and complete records respecting Inventory, including a perpetual inventory, and all other Collateral at all times.

8.12.Solvent. Continue to be Solvent.

8.13.Compliance With Environmental Laws. Comply with all applicable Environmental Laws.

8.14.Compliance with ERISA and other Employment Laws. Comply with all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended, and any other applicable laws, rules or regulations relating to the compensation of employees and funding of employee pension plans.

8.15.Proceeds of Collateral. Forthwith upon receipt, pay to Lender the proceeds of all Collateral, whereupon such proceeds shall be applied to the Obligations in such order and manner as shall be determined in the sole and absolute discretion of Lender.

8.16.Delivery of Documents. Notify Lender if any proceeds of Receivables shall include, or any of the Receivables shall be evidenced by, notes, trade acceptances or instruments or documents, or if any Inventory is covered by documents of title or chattel paper, whether or not negotiable, and if required by Lender, immediately deliver them to Lender appropriately endorsed. Borrower waives protest regardless of the form of the endorsement. If Borrower fails to endorse any instrument or document, Lender is authorized to endorse it on Borrower’s behalf.

9.NEGATIVE COVENANTS. So long as Borrower shall have any Obligation to Lender under this Agreement and unless Lender has first consented thereto in an Authenticated Record, Borrower shall not:

9.1.Indebtedness. Create, incur, assume or suffer to exist, voluntarily or involuntarily, any Indebtedness, except (i) Obligations to Lender, (ii) trade debt incurred in the ordinary course of Borrower’s business as currently conducted; (iii) purchase money financing and equipment leases not to exceed Fifty Thousand and 00/100 Dollars ($50,000.00) in any Fiscal Year; and (iv) existing Indebtedness described on Schedule 5.18.

9.2.Mergers; Consolidations; Acquisitions. Enter into any merger, consolidation, reorganization or recapitalization with any other Person; take any steps in contemplation of dissolution or liquidation; conduct any part of its business through any corporate subsidiary, unincorporated association or other Person; acquire the stock or assets of any Person, whether by merger, consolidation, purchase of stock or otherwise; or acquire all or any substantial part of the properties of any Person.

9.3.Sale or Disposition. Sell or dispose of all or any Properties or grant any Person an option to acquire any such Property, provided, however, that the foregoing shall not prohibit (i) sales of Inventory in the ordinary course of Borrower's business, or (ii) provided that an Event of Default has not occurred and the proceeds thereof are remitted directly to the depository account referenced in Section 2.7(a) hereof to be applied in accordance with Section 2.7(b) hereof, sales or dispositions of obsolete or unnecessary equipment in an aggregate amount not to exceed $25,000 per Fiscal Year.

9.4.Defaults. Permit any landlord, mortgagee, trustee under deed of trust or lienholder to declare a default under any lease, mortgage, deed of trust or lien on real estate owned or leased by Borrower, which default remains uncured after any stated cure period or for a period in excess of thirty (30) days from its occurrence, whichever is less, unless such default is being contested by Borrower in good faith by appropriate proceedings being diligently conducted and reserves satisfactory to Lender have been established and maintained.

9.5.Limitations on Liens. Suffer any lien, encumbrance, mortgage or security interest on any of its Property, except such liens as appear on Schedule 5.17 attached hereto, if any.

9.6.Dividends and Distributions. Pay any cash dividends, make any capital distribution in cash or other Property or return of capital, or purchase or redeem any of its stock or other securities, or retire any of its stock, or take any action which would have an effect equivalent to any of the foregoing.

9.7.Borrower’s Name and Offices. Transfer Borrower’s chief executive office or change its organizational name or the office where it maintains its records (including computer printouts and programs) with respect to Receivables or any other Collateral.

9.8.Fiscal Year. Change its Fiscal Year.

9.9.Change of Control. Allow any current change in the ownership structure of Borrower such that Hudson Holdings, Inc. or Hudson Technologies, Inc. is not the sole shareholder of Borrower.

9.10.Guaranties; Contingent Liabilities. Assume, guarantee, endorse, contingently agree to purchase or otherwise become liable upon the obligation of any Person, except by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of its business as currently conducted.

9.11.Removal of Collateral. Remove, or cause or permit to be removed, any of the Collateral or other Property from the premises where such Collateral or Property is currently located and as set forth on Schedule 5.14, 5.15 or 5.16 of this Agreement, except for sales of Inventory in the ordinary course of business as currently conducted and except as provided in Sections 5.14, 5.15 or 5.16.

9.12.Transfer of Notes or Accounts. Sell, assign, transfer, discount or otherwise dispose of any Receivables or any promissory note or other instrument payable to it with or without recourse.

9.13.Settlements. Compromise, settle or adjust any claim relating to any of the Collateral.

9.14.Change of Business. Cause or permit a change in the nature of its business as conducted on the date of this Agreement.

9.15.Change of Accounting Practices. Change its present accounting principles or practices in any respect, except, upon notice to Lender in a Record, as may be required by changes in GAAP.

9.16.Inconsistent Agreement. Enter into any agreement containing any provision which would be violated by the performance of Borrower’s Obligations or other obligations under this Agreement or any other Loan Document.

9.17.Loan or Advances. Make any loans or advances to any Person. For purposes of this Subsection 9.17, monetary obligation owed to any Affiliate, subsidiary or guarantor including, without limitation, those in connection with its performance of services or the sale of goods, shall constitute loans or advances subject to the provisions of this Subsection 9.17 but excluding salaries paid to employees.

9.18.Investments. Make any investment in any Person including, without limitation, any Affiliates or form any Affiliates or subsidiaries not existing on the date hereof.

9.19.Tangible Net Worth. Permit Borrower’s Tangible Net Worth to be less than $1,500,000 for each fiscal quarter, commencing with the fiscal quarter ending June 30, 2007.

9.20.Capital Expenditures. Make or agree to make Capital Expenditures in an amount in excess of $650,000 during any Fiscal Year of Borrower.

9.21.Transactions with Affiliates. Engage in any transaction with any of Borrower’s Affiliates except the Indebtedness described on Schedule 5.18 hereof.

9.22.EBITDA. Permit Borrower’s EBITDA to be less than $1,750,000 during any fiscal quarter of Borrower, commencing with the fiscal quarter ending June 30, 2007, tested on a rolling twelve month basis; provided that such amount shall be (i) $1,900,000 commencing with the fiscal quarter ending June 30, 2008, and (ii) $2,100,000 commencing with the fiscal quarter ending June 2009 and for each fiscal quarter thereafter.

10.CONDITIONS TO ADVANCES.

10.1.Lender’s Right to Take Certain Actions. Lender’s obligation to make any Advance is subject to the condition that, as of the date of the Advance, no Default or Event of Default shall have occurred and be continuing and that the matters set forth in Article 5 of this Agreement and the representations and covenants set forth in the other Loan Documents continue to be true and complete. Borrower’s acceptance of each Advance under this Agreement shall constitute a confirmation, as of the date of the Advance, of the matters set forth in Article 5 of this Agreement, of the representations and covenants set forth in the other Loan Documents, and that no Default or Event of Default then exists. If requested by Lender, Borrower shall further confirm such matters by delivery of a Record dated the day of the Advance and signed by an authorized officer of Borrower.

11.TERM. Unless sooner terminated by Borrower or Lender pursuant to the terms of this Agreement, the period during which the Revolving Loan shall be available shall initially be a period commencing on the date hereof and concluding on the Termination Date.

12.EVENTS OF DEFAULT.

12.1.Defaults. Theoccurrence of any of the following events shall constitute an "Event of Default" (individually, an “Event of Default,” and collectively, “Events of Default”) hereunder, which shall be deemed to be continuing until waived in writing by Lender or cured by Borrower in a manner satisfactory to Lender (to the extent curable):

(a)if Borrower shall fail to make any payment when due on any Obligation under this Agreement or any other Loan Document; or

(b)if Borrower shall fail to comply with any term, condition, covenant, warranty or representation contained in Articles 6 or 9 of this Agreement; or

(c)if Borrower shall fail to comply with any term, condition, covenant or warranty of or in this Agreement other than in Articles 6 or 9 of this Agreement, and such failure continues for a period in excess often (10) days after notice thereof is given by Lender to Borrower; or

(d)if Borrower shall fail to comply with any term, condition, covenant, warranty or representation contained in any of the other Loan Documents or any other agreement between Lender and Borrower; or

(e)if Borrower shall cease to be Solvent, make an assignment for the benefit of its creditors, call a meeting of its creditors to obtain any general financial accommodation, suspend business or if a case under any provision of the Bankruptcy Code including provisions for reorganizations, shall be commenced by or against Borrower or if a receiver, trustee or equivalent officer shall be appointed for all or any of the Properties of Borrower; or

(f)if any statement or representation contained in any financial statement or certificate delivered by Borrower to Lender shall be false, in any respect, when made; or

(g)if any Federal or state tax lien is filed of record against Borrower and is not bonded or discharged within ten (10) days of filing; or

(h)if Borrower’s independent certified public accountants shall refuse to deliver any financial statement required by this Agreement; or

(i)if a judgment for more than One Hundred Thousand and 00/100 Dollars ($100,000.00) shall be entered against Borrower in any action or proceeding and shall not be stayed, vacated, bonded, paid or discharged within ten (10) days of entry, except a judgment where the claim is fully covered by insurance and the insurance company has accepted liability therefore in writing; or

(j)if any obligation of Borrower in respect of any Indebtedness (other than Indebtedness to Lender) shall be declared to be or shall become due and payable prior to its stated maturity or such obligation shall not be paid as and when the same becomes due and payable; or there shall occur any event or condition which constitutes an event of default under any mortgage, indenture, instrument, agreement or evidence of Indebtedness relating to any obligation of Borrower in respect of any such Indebtedness the effect of which is to permit the holder or the holders of such mortgage, indenture, instrument, -agreement or evidence of Indebtedness, or a trustee, agent or other representative on behalf of such holder or holders, to cause the Indebtedness evidenced thereby to become due prior to its stated maturity; or

(k)upon the happening of any Reportable Event which Lender in its sole discretion determines might constitute grounds for the termination of any Plan, or if a trustee shall be appointed by an appropriate United States District Court or other court or administrative tribunal to administer any Plan, or if the Pension Benefit Guaranty Corporation shall institute proceedings to terminate any Plan or to appoint a trustee to administer any Plan; or

(l)upon the occurrence and continuance of any Material Adverse Effect, which in the sole and absolute opinion of Lender, impairs Lender’s security, increases Lender’s risks or impairs Borrower’s ability to perform under this Agreement or under the other Loan Documents; or

(m)upon the happening of any of the events described in Subsections 12.1 (d), (e), (f), (g), (h), (i) or (j) with respect to any guarantor or if any such guarantor purports to terminate its guaranty or upon the death of a guarantor that is a natural person, if any; or

(n)if either Brian F. Coleman or James R. Buscemi does not occupy the same position with Borrower as at the time of the closing of the Loans or is not actively engaged in the day-to-day operations of Borrower’s business unless within sixty (60) days of such event, (i) an individual is hired by Borrower to perform substantially the same duties as Brian F. Coleman or James R. Buscemi, as the case may be; (ii) such individual and their qualifications and experience are acceptable to Lender which approval will not be unreasonably withheld; and (iii) such individual executes a validity and support agreement in substantially the same form as the validity and support agreement executed by Brian F. Coleman or James R. Buscemi, as the case may be.

Then, and in any such event, Lender may terminate this Agreement without prior notice or demand to “Borrower or may demand payment in full of all Obligations (whether otherwise then payable on demand or not) without terminating this Agreement and shall, in any event, be under no further responsibility to extend any credit or afford any financial accommodation to Borrower, whether under this Agreement or otherwise.

12.2.Obligations Immediately Due. Upon the Termination Date for any reason, all of Borrower’s Obligations to Lender including, but not limited to, the Loans shall immediately become due and payable without further notice or demand.

12.3.Continuation of Security Interests. Notwithstanding any termination, until all Obligations of Borrower shall have been fully paid and satisfied, Lender shall retain all security in and title to all existing and future Receivables, General Intangibles, Inventory, Equipment, Fixtures, Investment Property, and other Collateral held by Lender under the General Security Agreement or under any other Loan Document and Borrower shall continue to assign Receivables and consign Inventory to Lender and continue to turn over all proceeds of Collateral to Lender.

12.4.Lockbox. Upon the occurrence of and during the continuation of an Event of Default, Lender shall have the right to require Borrower to establish a Lockbox over which Lender shall have the sole power of withdrawal. Upon the establishment of such Lockbox, all proceeds of Collateral, whether cash, checks, drafts, notes, acceptances or other forms of payment including, without limitation, electronic payment if received by Borrower, shall be received by Borrower in trust for Lender and Borrower shall deliver or cause to be delivered such payments forthwith, in the identical form in which received, to Lender or to the Lockbox, as Lender shall require from time to time.

13.REMEDIES OF LENDER. Upon the occurrence of any Event of Default or upon any termination of this Agreement, then Lender shall have, in addition to all of its other rights under this Agreement all of the rights and remedies provided in the General Security Agreement.

14.GENERAL PROVISIONS.

14.1.Rights Cumulative. Lender’s rights and remedies under this Agreement shall be cumulative and non-exclusive of any other rights or remedies which Lender may have under any other agreement or instrument, by operation of law or otherwise.

14.2.Successors and Assigns. This Agreement is entered into for the benefit of the parties hereto and their successors and assigns. It shall be binding upon and shall inure to the benefit of the parties, their successors and assigns. Lender shall have the right, without the necessity of any further consent or authorization by Borrower, to sell, assign, securitize or grant participation in all, or a portion of, Lender’s interest in the Loans, to other financial institutions of the Lender’s choice and on such terms as are acceptable to Lender in its sole discretion.

14.3.Notice. Wherever this Agreement provides for notice to any party (except as expressly provided to the contrary), it shall be given by messenger, facsimile transmission, certified U.S. mail with return receipt requested, or nationally recognized overnight courier with receipt requested, effective when either received or receipt rejected by the party to whom addressed, and shall be addressed as follows, or to such other address as the party affected may hereafter designate:

If to Lender:	Keltic Financial Partners, LP
	Attn: John P. Reilly, Managing Partner
	580 White Plains Road, Suite 610
	Tarrytown, New York 10591
	Fax: (914) 921-1154
With a copy to:	Stradley Ronon Stevens & Young, LLP
	Woodland Falls Corporate Park
	200 Lake Drive East, Suite 100
	Cherry Hill, New Jersey 08002
	Attn: Michael P. Bonner, Esq.
	Tel: (856) 321-2405
	Fax: (856) 321-2415
If to Borrower:	Hudson Technologies Company
	275 North Middletown Road
	Pearl River, NY 10965
	Tel: (845)735-6000
	Fax: (845) 512-6070
With a copy to:	Stephen P. Mandracchia, Esq.
	Hudson Technologies Company
	275 North Middletown Road
	Pearl River, New York 10965
	Tel: (845)735-6000
	Fax: (845) 512-6070

14.4.Strict Performance. The failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement shall not waive, affect or diminish any right of Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Lender of any Default or Event of Default by Borrower under this Agreement or any other Loan Document shall not suspend, waive or affect any other Default or Event of Default by Borrower under this Agreement or any other Loan Document, whether the same is prior or subsequent thereto and whether of the same or a different type.

14.5.Waiver. Borrower waives presentment, protest, notice of dishonor and notice of protest upon any instrument on which it may be liable to Lender as maker, endorser, guarantor or otherwise.

14.6.Construction of Agreement. The parties hereto agree that the terms and language of this Agreement were the result of negotiations between the parties, and, as a result, there shall be no presumption that any ambiguities in this Agreement shall be resolved against either party. Any controversy over the construction of this Agreement shall be decided mutually without regard to events of authorship or negotiation.

14.7.Expenses. If, at any time or times prior or subsequent to the date hereof, regardless of whether or not a Default or an Event of Default then exists or any of the transactions contemplated under this Agreement are concluded, Lender employs counsel for advice or other representation, or incurs legal expenses, or consulting fees and expenses, or other costs or out-of-pocket expenses in connection with: (a) the negotiation and preparation of this Agreement or any other Loan Document, or any amendment of or modification of this Agreement or any other Loan Document; (b) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; (c) periodic audits and appraisals performed by Lender; (d) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Lender, Borrower or any other Person) in any way relating to the Collateral, this Agreement or any other Loan Document or Borrower’s affairs; (e) the perfection of any lien on the Collateral; (f) any attempt to enforce any rights or remedies of Lender against Borrower or any other Person which may be obligated to Lender by virtue of this Agreement or any other Loan Document including, without limitation, the Account Debtors; or (g) any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate orotherwise dispose of or realize upon the Collateral; then, in any such event, the actual reasonable attorneys’ fees and expenses arising from such services and all reasonable expenses, costs, charges and other fees of such counsel of Lender or relating to any of the events or actions described in this Section 14.7 shall be payable by Borrower to Lender, and shall be additional Obligations under this Agreement secured by the Collateral. Additionally, if any taxes (excluding taxes imposed upon or measured by the net income of Lender, but including any intangibles tax, stamp tax or recording tax) shall be payable on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any other Loan Document, or the creation of any of the Obligations under this Agreement, by reason of any existing or hereafter enacted Federal or state statute, Borrower will pay (or will promptly reimburse Lender for the payment of) all such taxes including, but not limited to, any interest and penalties thereon, and will indemnify, defend and hold Lender harmless from and against any liability in connection therewith. Borrower shall also reimburse Lender for all other expenses incurred by Lender in connection with the transactions contemplated under this Agreement or the other Loan Documents, including, without limitation, fees in connection with any bank account, the Lockbox, wire charges, automatic clearing house fees and other similar costs and expenses.

14.8.Reimbursements Charged to Revolving Loan. With respect to any amount advanced by Lender and required to be reimbursed by Borrower pursuant to the foregoing provisions of Section 14.7, it is hereby agreed that Lender may charge any such amount to Borrower’s Revolving Loan on the dates such reimbursement is made. Borrower’s obligations under Section 14.7 shall survive termination of the other provisions of this Agreement.

14.9.Waiver of Right to Jury Trial.

A.Borrower and Lender recognize that in matters related to the Loans and this Agreement, and as it may be subsequently modified and/or amended, any such party may be entitled to a trial in which matters of fact are determined by a jury (as opposed to a trial in which such matters are determined by a Federal or state judge). By execution of this Agreement, Lender and Borrower will give up their respective right to a trial by jury. Borrower and Lender each hereby expressly acknowledge that this waiver is entered into to avoid delays, minimize trial expenses, and streamline the legal proceedings in order to accomplish a quick resolution of claims arising under or in connection with the Revolving Note, the Term Note and this Agreement.

B.WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, BORROWER AND LENDER EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT THAT BORROWER OR LENDER MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION, DIRECTLY OR INDIRECTLY, AT ANY TIME ARISING OUT OF, UNDER, OR IN CONNECTION WITH THE LOANS, THIS AGREEMENT, OR ANY TRANSACTION CONTEMPLATED THEREBY OR HEREBY, BEFORE OR AFTER MATURITY.

C.CERTIFICATIONS. BORROWER HEREBY CERTIFIES THAT NEITHER ANY REPRESENTATIVE NOR AGENT OF LENDER NOR LENDER’S COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. BORROWER ACKNOWLEDGES THAT LENDER HAS BEEN INDUCED TO ENTER INTO THE TRANSACTIONS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATION HEREIN.

14.10.Indemnification by Borrower/Waiver of Claims. Borrower hereby covenants and agrees to indemnify, defend (with counsel selected by Lender) and hold harmless Lender and its officers, partners, employees, consultants and agents from and against any and all claims, damages, liabilities, costs and expenses (including, without limitation, the actual fees and expenses of counsel) which may be incurred by or asserted against Lender or any such other Person in connection with:

(a)any investigation, action or proceeding arising out of or in any way relating to this Agreement, any of the Loans, any of the other Loan Documents, any other agreement relating to any of the Obligations, any of the Collateral, or any act or omission relating to any of the foregoing; or

(b)any taxes, liabilities, claims or damages relating to the Collateral or Lender’s liens thereon; or

(c)the correctness, validity or genuineness of any instrument or document that may be released or endorsed to Borrower by Lender (which shall automatically be deemed to be without recourse to Lender in any event), or the existence, character, quantity, quality, condition, value or delivery of any goods purporting to be represented by any such documents; or

(d)any broker’s commission, finder’s fee or similar charge or fee in connection with the Loans and the transactions contemplated in this Agreement.

Notwithstanding anything contained herein to the contrary, Borrower’s indemnification obligations under this Section 14.10 (i) shall not apply to any claims, damages, liabilities, costs and expenses solely attributable to Lender’s gross negligence or willful misconduct, and (ii) shall survive repayment of the Obligations and the termination of this Agreement and the other Loan Documents.

14.11.Savings Clause for Indemnification. To the extent that the undertaking to indemnify, pay and hold harmless set forth in Section 14.10 above may be unenforceable because it is violative. of any law or public policy, Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all matters referred to under Section 14.10.

14.12.Waiver. To the extent permitted by applicable law, no claim may be made by Borrower or any other Person against Lender or any of its Affiliates, partners, officers, employees, agents, attorneys or consultants for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract, tort or any other theory of liability arising out of or related to the transactions contemplated by this Agreement or the other Loan Documents or any act, omission or event occurring in connection therewith; and Borrower hereby waives, releases and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. Neither Lender nor any of its Affiliates, partners, officers, employees, agents, attorneys or consultants shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or the transactions contemplated hereby, except for its or their own gross negligence or willful misconduct.

14.13.Entire Agreement; Waiver/Lender’s Consent; Amendment.This Agreement (including the Exhibits and Schedules thereto) and the other Loan Documents supersede, with respect to their subject matter, all prior and contemporaneous agreements, understandings, inducements or conditions between the respective parties, whether express or implied, oral or written. No waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in a Record Authenticated by Lender, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment of any provision of this Agreement or any other Loan Document shall in any event be effective unless the same shall be in a Record Authenticated by Lender and Borrower.

14.14.Cross Default; Cross Collateral. Borrower hereby agrees that (a) all other agreements between Borrower and Lender are hereby amended so that a Default or an Event of Default under this Agreement is a default under all such other agreements and a default under any one of the other agreements is a Default or an Event of Default under this Agreement, and (b) the Collateral under this Agreement secures the Obligations now or hereafter outstanding under all other agreements between Borrower and Lender and the Collateral pledged under any other agreement with Lender secures the Obligations under this Agreement.

14.15.Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

14.16.Severability of Provisions. Any provision of this Agreement or any of the other Loan Documents that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or the other Loan Documents or affecting the validity or enforceability of such provision in any other jurisdiction.

14.17.Table of Contents; Headings. The table of contents and headings preceding the text of this Agreement are inserted solely for convenience of reference and shall not constitute a part of this Agreement or affect its meaning, construction or effect.

14.18.Exhibits and Schedules. All of the Exhibits and Schedules to this Agreement are hereby incorporated by reference herein and made a part hereof.

15.GOVERNING LAW; CONSENT TO JURISDICTION.

(A)THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, AND MADE BY LENDER AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE REVOLVING NOTE AND THE TERM NOTES DELIVERED PURSUANT THERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREIN, AND TN ALL RESPECTS, INCLUDING MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS CREATED PURSUANT HERETO AND PURSUANT TO THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE IN WHICH THE APPLICABLE INDIVIDUAL PROPERTY IS LOCATED, IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE VALIDITY AND THE ENFORCEABILITY OF ALL LOAN DOCUMENTS AND ALL OF THE INDEBTEDNESS OR OBLIGATIONS ARISING HEREUNDER OR THEREUNDER. TO THE FULLEST EXTENT PERMITTED BY LAW, LENDER AND BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT, THE REVOLVING NOTE AND THE TERM NOTES, AND THIS AGREEMENT, THE REVOLVING NOTE AND THE TERM NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(B)ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER, ANY GUARANTOR OR OTHER PARTY TO THIS TRANSACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE INSTITUTED IN THE SOLE OPTION OF LENDER IN ANY FEDERAL OR STATE COURT LOCATED IN WESTCHESTER COUNTY, NEW YORK, PURSUANT TO § 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND LENDER AND BORROWER WAIVE ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND LENDER AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER SHALL DESIGNATE FROM TIME TO TIME AN AUTHORIZED AGENT HAVING AN OFFICE IN THE STATE OF NEW YORK TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING AND AGREES THAT SERVICE OF PROCESS UPON SUCH AGENT AT SUCH ADDRESS AND WRITTEN NOTICE OF SUCH SERVICE ON SUCH BORROWER MAILED OR DELIVERED TO SUCH BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGE OF ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH OFFICE SHALL BE DESIGNATED AS THE ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR. BORROWER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS CONSENT TO JURISDICTION PROVISION WITH ITS LEGAL COUNSEL, AND HAS MADE THIS WAIVER KNOWINGLY AND VOLUNTARILY.

16.AMENDMENT AND RESTATEMENT. This Agreement is an amendment and restatement of the Existing Loan Agreement between Borrower and Lender, and it is not intended to be, nor shall it be construed as, a discharge of the Obligations of Borrower to Lender or a novation of any of Borrower’s or any other obligor’s responsibilities and obligations to Lender pursuant to the Existing Loan Agreement or other Loan Documents previously executed in favor of Lender. It is specifically acknowledged and agreed that the security interests, liens and rights granted to Lender pursuant to the Existing Loan Agreement and related existing Loan Documents are to continue in full force and effect, and the priority and perfection of all such security interests and liens in the Collateral shall continue from the dates originally established in connection with the Existing Loan Agreement and related existing Loan Documents. Except as expressly modified hereby, and except to the extent such existing Loan Documents are specifically amended and restated, all terms and conditions of the Loan Documents shall remain unmodified and in full force and effect and are hereby ratified and confirmed by Borrower.

17.RELEASE. In consideration of the agreements of Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower and each guarantor, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Lender and all such other Persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower and/or such guarantor or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Agreement, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Existing Loan Agreement, the guaranties or any of the other Loan Documents or transactions, course of performance or course of dealing thereunder or related thereto; provided, however, that nothing herein shall release Lender from its obligations to Borrower under the terms of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized on the day and year first above written.

KELTIC FINANCIAL PARTNERS, LP
By:	KELTIC FINANCIAL SERVICES LLC, its general partner
By:	/s/ John P. Reilly
Name: John P. Reilly
Title: Managing Partner
HUDSON TECHNOLOGIES COMPANY
By:	/s/ Brian F. Coleman
Name: Brian F. Coleman
Title: President and Chief Operating Officer

AGREEMENT AND CONSENT OF GUARANTORS

Each of the undersigned guarantors, intending to be legally bound, does hereby (a) agree to the provisions of Sections 16 and 17 of the foregoing Agreement, (b) consent to the execution, delivery and performance of the within and foregoing Agreement, and (c) confirm and reaffirm, without setoff, counterclaim, deduction or other claim of avoidance of any nature, the continuing effect of such guarantor’s guaranty of the Obligations after giving effect to the foregoing Agreement.

HUDSON TECHNOLOGIES, INC.
By:	/s/ Brian F. Coleman
Name: Brian F. Coleman
Title: President
HUDSON HOLDINGS, INC.
By:	/s/ Brian F. Coleman
Name: Brian F. Coleman
Title: President

Dated: June 26, 2007

List of Omitted Schedules to Exhibits

Exhibit No.	Description of Omitted Exhibits and Schedules
Exhibit A	Amended and Restated Revolving Note
Exhibit B-1	Amended and Restated Term Note A
Exhibit B-2	Term Note B
Exhibit C	Form Notice of Borrowing
Exhibit D	Borrowing Base Certificate
Exhibit E	Compliance Certificate
Exhibit F	Closing Reserve Notice
Exhibit G	Sources and Uses
Exhibit H	Form of Allonge
Schedule 5.2	Other Names
Schedule 5.3	Subsidiaries and Affiliates
Schedule 5.8	Leased by Borrower
Schedule 5.9	Intellectual Property
Schedule 5.13	Litigation
Schedule 5.14	Receivables Locations
Schedule 5.15	Current Inventory Locations
Schedule 5.16	Current Equipment List and Locations
Schedule 5.17	Liens
Schedule 5.18	Indebtedness
Schedule 5.21	Environmental Matters
Schedule 5.23	List of Bank and Securities Accounts

EX-99.B2

Exhibit (b)(2)

This instrument prepared by

and after recording, return to:

Christopher W. Rosenbleeth, Esquire

Stradley Ronon Stevens & Young, LLP

2600 One Commerce Square

Philadelphia, Pennsylvania 19103

MORTGAGE AND SECURITY AGREEMENT

This Mortgage Secures Future Advances

THIS MORTGAGE AND SECURITY AGREEMENT (the “Mortgage”) is entered into as of June 26, 2007, by HUDSON TECHNOLOGIES COMPANY, a Tennessee corporation (“Mortgagor”), having an address of 275 North Middletown Road, Pearl River, New York 10965, in favor of KELTIC FINANCIAL PARTNERS, LP, a Delaware limited partnership (“Mortgagee”), having offices at 580 White Plains Road, Suite 610, Tarrytown, New York 10591.

WITNESSETH

Mortgagee has entered into certain financing arrangements with Mortgagor, pursuant to a certain Amended and Restated Loan Agreement dated as of the date hereof between Mortgagor and Mortgagee (the “Loan Agreement”). In connection with the Loan Agreement, and as further evidence of the financing arrangements pursuant thereto, Mortgagor has executed and delivered to Mortgagee (i) an amended and restated revolving note dated the date hereof in the original principal amount of up to $10,000,000, (ii) an amended and restated term note dated the date hereof in the original principal amount of $2,500,000 (as the same may be amended, restated, modified and/or supplemented from time to time, “Term Note A”) and (iii) a term note dated the date hereof in the original principal amount of $4,500,000 (as the same may be amended, restated, modified and/or supplemented from time to time, “Term Note B”) (Term Note A and Term Note B are sometimes referred to herein as the “Notes”). The Loan Agreement, the Notes, this Mortgage, together with any and all related agreements, documents and instruments collateral thereto or contemplated thereby, now or hereafter executed and/or delivered in connection therewith or otherwise related thereto, as the same may now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated, or replaced, are sometimes hereinafter collectively referred to as the “Documents”. Pursuant to the Documents, Mortgagor is indebted to Mortgagee up to a total maximum principal amount of $11,500,000, together with interest accrued and accruing thereon at the rate set forth in the Documents and other sums and charges provided for herein and in the other Documents (such obligations, together with interest accruing thereon at the rate set forth below, and other sums and charges due in connection therewith, shall be collectively referred to as the “Secured Obligations”). The rate or rates of interest charged under the Documents are disclosed in Schedule 1 attached hereto and made a part hereof. The maturity date of the Obligations (hereinafter defined) under the Notes is June 26, 2010, subject to the terms and conditions set forth in the Loan Agreement.

1

Exhibit (b)(2)

NOW, THEREFORE, in order to secure the full and prompt payment and performance by Mortgagor of all of the Secured Obligations due or to become due under the Documents, or otherwise due or to become due under this Mortgage, or any extensions or modifications thereof or hereof, including all future advances, as well as to secure the performance of all of Mortgagor’s covenants and agreements contained in this Mortgage, and the other Documents, or any amendments thereof, including without limitation, any advances made, with respect to the Mortgaged Property described below, for the payment of taxes, assessments, maintenance charges, insurance premiums or costs incurred for the protection of the Mortgaged Property or the lien of this Mortgage, expenses incurred by Mortgagee by reason of the default of Mortgagor, or payment of all other sums advanced in accordance with this Mortgage to protect Mortgagee’s security, with interest on those sums, and all other obligations, liabilities and indebtedness of every kind, nature or description owing by Mortgagor to Mortgagee and/or its affiliates, including principal, interest, charges, fees and expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, whether arising under any of the Documents or otherwise, whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of the Documents or after the commencement of any case with respect to Mortgagor under the United States Bankruptcy Code or any similar statute, whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured, original, renewed or extended, and whether arising directly or howsoever acquired by Mortgagee including from any other entity outright, conditionally or as collateral security, by assignment, merger with any other entity, participations or interests of Mortgagee in the obligations of Mortgagor to others, assumption, operation of law, subrogation or otherwise (the Secured Obligations, all of the foregoing and all interest thereon at the Default Interest Rate (defined below) from the date of demand for payment hereunder plus any and all costs of collection hereunder (including without limitation attorney’s fees and other expenses) are hereinafter referred to as the “Obligations”), and in consideration of the further sum of One Dollar ($1.00) to Mortgagor in hand well and truly paid by Mortgagee at or before the ensealing and delivery hereof, the receipt whereof is hereby acknowledged, Mortgagor does hereby convey, mortgage, warrant, assign, transfer, pledge and deliver to Mortgagee, its successors and assigns, and grant unto Mortgagee, its successors and assigns, a security interest in all that certain property located in the City of Champaign, County of Champaign, State of Illinois, all as more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the “Real Estate”);

TOGETHER with the appurtenances and all the estates and rights of Mortgagor in and to the Real Estate, including, without limitation, the rents, reversions, remainders, easements, issues and profits arising or issuing from the Real Estate and the improvements thereon including, but not limited to the rents, issues and profits arising or issuing from all insurance policies, sale agreements, licenses, options, leases and subleases now or hereafter entered into covering any part of the Real Estate or the buildings, structures and improvements thereon, all of which insurance policies, sale agreements, licenses, options, leases, subleases, rents, issues and profits are hereby assigned and shall be caused to be assigned to Mortgagee by Mortgagor. Mortgagor will execute and deliver to Mortgagee on demand such assignments as Mortgagee may require to implement this assignment;

TOGETHER with all the right, title and interest of Mortgagor in and to all streets, roads and public places, opened or proposed, adjoining the Real Estate, and all easements and rights of way, public or private, now or hereafter created or used in connection therewith;

TOGETHER with all the right, title and interest of Mortgagor, now owned or hereafter acquired, in and to any and all sidewalks and alleys adjacent to the Real Estate;

TOGETHER with all buildings and improvements of every kind and description now or hereafter erected or placed on the Real Estate;

TOGETHER with all of Mortgagor’s right, title and interest now owned or hereafter acquired in and to all heating, plumbing, sprinkler, water, gas, electric power, lighting and air conditioning equipment, elevators, machinery, fixtures, equipment, furniture, building materials of any kind or nature now affixed or attached to the Real Estate together with all replacements thereof and additions thereto at any time hereafter affixed or attached to the Real Estate, buildings, structures and improvements (hereinafter collectively called “Personal Property”), all of which Mortgagor represents and warrants is and will be owned by Mortgagor free from any prior conditional sales, chattel mortgages, security interests, liens, pledges, hypothecations, charges or encumbrances except for any purchase money liens and those liens, encumbrances and other matters affecting title to the Mortgaged Property (hereinafter defined) set forth on Exhibit B attached hereto and made a part hereof (the “Permitted Encumbrances”), and is intended to be subject to the lien of this Mortgage as if part of the Real Estate. This provision shall be self-operative and this Mortgage, to the extent that any such Personal Property or other property subject to this Mortgage shall not be deemed to be part of the Real Estate, shall constitute a security agreement under the applicable Uniform Commercial Code (“UCC”), and Mortgagor shall execute and deliver to Mortgagee on demand, and hereby irrevocably appoints Mortgagee, or any person designated by Mortgagee, the attorney-in-fact of Mortgagor to execute, deliver and file such financing statements and other instruments as Mortgagee may reasonably require in order to perfect and maintain such security interest under the applicable UCC);

2

Exhibit (b)(2)

TOGETHER with all general intangibles, accounts, contract rights, accounts receivable, agreements of sale, and claims of any sort relating to or arising out of the Real Estate whether now owned or hereafter acquired;

TOGETHER with (this grant constituting the grant of a security interest) any and all awards, damages, payments and other compensation, and claims therefor and rights thereto, which may result from a taking or injury by virtue of the exercise of the power of eminent domain of or to, or from any damage, injury or destruction by casualty or otherwise caused to, the Real Estate, any buildings or improvements thereon, any appurtenances or improvements thereto, and any Personal Property, or any part thereof, including insurance proceeds, or from any change of grade or vacation of any street abutting thereon, all of which are hereby assigned to Mortgagee to the fullest extent permitted by law, Mortgagee being hereby irrevocably appointed attorney-in-fact for Mortgagor to collect and receive any such awards, damages, payments and compensation from the authorities or insurers making the same, and to give receipts and acquittances therefor, and to institute, appear in and prosecute any proceeding therefor, it being agreed that all sums collected by or paid to Mortgagee pursuant to this assignment, net of any cost incurred by Mortgagee in collecting the same (including attorneys’ fees), shall be applied to the payment of the Obligations whether or not then due and payable, or to the restoration, if applicable, of the Mortgaged Property (as hereinafter defined), as Mortgagee shall elect, unless otherwise set forth herein;

TOGETHER with any and all proceeds (including insurance and condemnation proceeds and proceeds of other proceeds) of any of the foregoing;

All of the property and rights hereinabove described or mentioned being hereinafter collectively called the “Mortgaged Property”. For purposes of Section 2.10 hereof, that portion of the Personal Property relating to the operation of the building and improvements erected or placed on the Real Estate (e.g., heating, plumbing, electrical, etc.), as opposed to the operation of the Mortgagor’s business thereat (e.g., reclamation equipment, tanks, etc.), shall be sometimes referred to as herein as the “Building Personal Property”).

UNDER AND SUBJECT TO that certain Commercial Mortgage dated May 27, 2005, from Mortgagor in favor of Busey Bank, recorded on June 2, 2005, as Instrument No. 2005R14874, in the Office of the Champaign County Recorder (the “Senior Mortgage”).

Among other things, this Mortgage secures not only present indebtedness but also future advances, whether such future advances are obligatory or to be made at the option of Mortgagee or otherwise, as are to be made within twenty (20) years of the date hereof. The amount of the Obligations secured hereby may increase or decrease from time to time, however, the principal amount of such Obligations shall not at any time exceed the amount of $100,000,000, plus interest thereon, and other costs, amounts and disbursements provided for herein and in the other Documents. Mortgagor agrees that full repayment of the Obligations secured hereby at any time shall not extinguish the security of this Mortgage for obligations which Mortgagor may subsequently incur to Mortgagee.

3

Exhibit (b)(2)

Mortgagee may (but is not obligated to) make an advance or advances to pay interest, penalties, fees, charges or other obligations which Mortgagor may owe Mortgagee, and all such advances shall be secured by this Mortgage with lien priority from the time this Mortgage was left for record. If Mortgagee makes such an advance after having notified Mortgagor of a default under this Mortgage or the Obligations, any such advances shall be treated as expenses incurred by Mortgagee by reason of Mortgagor’s default under this Mortgage.

AND, at all times until the Obligations are paid in full with interest, and faithfully and strictly performed, Mortgagor does hereby covenant, promise and agree with Mortgagee as follows:

ARTICLE I

Covenants As To Taxes and Assessments

1.1Mortgagor will pay and discharge (i) all of the general and special taxes, levies and assessments heretofore or hereafter charged, assessed or levied against the Mortgaged Property or any part thereof by any lawful authority, or which otherwise may become a lien thereon (all of which are herein collectively called the “Taxes”); and (ii) all water and sewer rents and all charges for utilities, whether public or private, which may be assessed or become liens on the Mortgaged Property (collectively, the “Rents”), not less than ten (10) days before the date on which any interest or penalties shall commence to accrue thereon, and produce to Mortgagee evidence of each such payment not less than ten (10) days after such payment is made. Upon default of any of the above-described payments, Mortgagee may, but shall not be obligated to, pay the same, and such payment by Mortgagee shall be repaid by Mortgagor to Mortgagee on demand, shall be secured hereby, and shall bear interest at the lesser of the following rates: (a) the Loan Interest Rate (as defined in the Loan Agreement) plus three and one-half percent (3.50%) or (b) the maximum amount permitted by applicable law to be contracted for, charged or received (herein the “Default Interest Rate”) from the date Mortgagee makes such payment until such sums are repaid in full. Mortgagor shall promptly cause to be paid and discharged, any lien or charge whatsoever which by any present or future law may be or become superior to, or on parity with, either in lien or in right of distribution out of the proceeds of any judicial sale of the Mortgaged Property, the liens created hereby. Mortgagor will cause to be paid, when due, all charges for utilities whether public or private.

1.2Upon the request of Mortgagee, but subject to the terms and conditions of the Senior Mortgage, Mortgagor will pay to Mortgagee, on the first day of each month, a sum equal to one-twelfth (1/12) of the Taxes, Rents, payments in lieu thereof, all applicable insurance payments and premiums, and any other lien, claim, or encumbrance which may at any time be or become a lien on the Mortgaged Property prior to, or on parity with, the lien of this Mortgage so as to enable Mortgagee to pay the same at least thirty (30) days before they become due. No amounts so paid shall be deemed to be trust funds and may be commingled with general funds of Mortgagee and no interest shall be payable thereon. If at any time the whole amount of the then remaining indebtedness under the Obligations shall become due and payable, Mortgagee shall have the right, at its election, to apply any amounts so held against all or any of the Obligations and any interest thereon in payment of the premiums or payments for which the amounts were deposited. Mortgagor will furnish to Mortgagee bills for Taxes and Rents in sufficient time to enable Mortgagee to pay such Taxes, Rents and levies, charges, and fees related thereto, before any interest or penalty accrues thereon.

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Exhibit (b)(2)

1.3Mortgagor covenants and agrees to pay to Mortgagee the principal and interest hereby secured without deduction or credit for any amount for Taxes assessed or to be assessed against the Mortgaged Property.

ARTICLE II

General Representations and Covenants of Mortgagor

2.1Mortgagor will observe and perform all of the terms, covenants and conditions on the part of Mortgagor to be observed and performed under this Mortgage and shall pay and faithfully and strictly perform all of the Obligations.

2.2Mortgagor represents, warrants and covenants that it has good and marketable fee simple title to the Mortgaged Property, subject to no liens, claims, security interests, pledges, hypothecations or other encumbrances or charges senior to, or on parity with, in priority, the lien created hereby, other than the Permitted Encumbrances. Mortgagor represents and warrants that it has full power and lawful authority to execute and deliver this Mortgage and to mortgage to Mortgagee all of the property and rights purported to be mortgaged by it hereunder. Mortgagor will forever warrant and defend the title to the Mortgaged Property unto Mortgagee against the claims and demands of all persons whomsoever.

2.3Mortgagor will not, without the prior written consent of Mortgagee, cause or permit any building or improvement comprising part of the Mortgaged Property to be removed, demolished, or structurally altered in whole or in part, or any material fixture therein to be removed or destroyed. Mortgagor will not abandon the Mortgaged Property or cause or permit any waste thereto and will at all times maintain the Mortgaged Property in substantially its current condition, normal wear and tear excepted.

2.4Throughout the term of this Mortgage, Mortgagor, at its sole cost and expense, will maintain the Mortgaged Property and the sidewalks and curbs, if any, adjoining the Mortgaged Property, in good order and condition, and make all necessary repairs thereto, interior and exterior (including parking areas), structural and non-structural, ordinary and extraordinary, and unforeseen and foreseen. All repairs made by Mortgagor shall be at least equal in quality and class to the original work. The necessity for and adequacy of repairs and construction to and of the buildings and improvements pursuant to this Mortgage shall be measured by the standard which is appropriate for structures of similar construction and class, provided that Mortgagor shall in any event make all repairs necessary to avoid any structural damage or injury to the buildings and improvements to keep the buildings and improvements in a proper condition.

2.5Mortgagor will permit Mortgagee and Mortgagee’s representatives to enter the Mortgaged Property at any time or from time to time to inspect the same. In case of any Event of Default (as hereinafter defined) Mortgagee may, at its option, enter the Mortgaged Property to protect, restore or repair any part thereof, but Mortgagee shall be under no obligation to do so. Mortgagor will repay to Mortgagee on demand any sums paid by Mortgagee to protect, restore or repair any part of the Mortgaged Property, with interest thereon at the Default Interest Rate, and until so paid, the same shall be secured by this Mortgage and by all liens granted under any of the other Documents.

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Exhibit (b)(2)

2.6Throughout the term of this Mortgage, Mortgagor, at its sole cost and expense, shall promptly comply with all present and future laws, ordinances, orders, rules, regulations and requirements of all federal, state and municipal governments, courts, departments, commissions, boards and officers, any national or local Board of Fire Underwriters, or any other body exercising functions similar to those of any of the foregoing, which may be applicable to the Mortgaged Property, the maintenance and use thereof and the sidewalks and curbs adjoining the Mortgaged Property whether or not such law, ordinance, order, rule, regulation or requirement shall necessitate structural changes or improvements, or the removal of any encroachments or projections, ornamental, structural or otherwise, onto or over property contiguous or adjacent thereto, any such structural changes or improvements or removal of encroachments to be performed with the consent of Mortgagee, which consent will not be unreasonably withheld. Mortgagor will comply with all orders and notices of violation thereof issued by any governmental authority. Mortgagor will pay all license fees and similar municipal charges for the use of the Mortgaged Property and the other areas now or hereafter comprising part thereof or used in connection therewith and will not, unless so required by any governmental agency having jurisdiction, discontinue use of the Mortgaged Property without prior written consent of Mortgagee. If Mortgagor shall fail to perform any covenant herein, Mortgagee may (but shall be under no obligation to) perform such covenant for the account of Mortgagor and any sums paid by Mortgagee in such event shall be repaid by Mortgagor to Mortgagee with interest thereon at the Default Interest Rate and, until so paid, the same shall be secured by this Mortgage.

2.7Without the prior written consent of Mortgagee or except as permitted in Section 9.3 of the Loan Agreement, Mortgagor will abstain from and will not cause or permit any sale, exchange, assignment, transfer or conveyance (whether by deed, easement, lease, or other instrument) or the mortgaging, pledging, hypothecating or other encumbering, directly or indirectly, other than the lien of the Senior Mortgage (individually or collectively, a “Transfer”) of the Mortgaged Property, or any part thereof, or any beneficial or legal interest therein, voluntarily or by operation of law. For the purposes of this paragraph, the liquidation and/or dissolution of Mortgagor, the merger or acquisition of Mortgagor with or by another entity, or any reorganization, recapitalization or restructuring of Mortgagor, shall constitute a Transfer of the Mortgaged Property. If any Transfer occurs without the prior written consent of Mortgagee or except as permitted in Section 9.3 of the Loan Agreement, then the entire principal indebtedness of Mortgagor secured hereby shall, at the option of Mortgagee, immediately become due and payable, without demand, together with all other sums required to be paid by Mortgagor hereunder. Mortgagor shall immediately give written notice to Mortgagee in the manner provided herein for notices of any Transfer.

2.8Mortgagor shall promptly pay upon demand and presentation of invoices or bills, with interest thereon at the Default Interest Rate, all expenses and costs incurred by Mortgagee, including reasonable attorneys’ fees in connection with any action, proceeding, litigation or claim instituted or asserted by or against Mortgagee or in which Mortgagee becomes engaged, wherein it becomes necessary in the reasonable opinion of Mortgagee to defend or uphold the lien of this Mortgage, or the validity or effectiveness of any assignment of any claim, award, payment, property damage, insurance policy or any other right or property conveyed, encumbered or assigned by Mortgagor to Mortgagee hereunder, or the priority of any of the same, and all such expenses and costs, and interest thereon, may be added to and become part of the principal indebtedness of Mortgagor hereunder, bear interest at the Default Interest Rate and be secured by this Mortgage.

2.9To further secure payment of the Obligations, subject to the terms and conditions of the Senior Mortgage, Mortgagor hereby pledges, assigns and grants to Mortgagee a continuing security interest in and lien on all of the Personal Property and all proceeds (including insurance proceeds and proceeds of proceeds) of all of the foregoing. The parties hereto agree that the security interest created hereunder is valid under the applicable UCC and is a presently existing security interest and attaches to the Personal Property as of the date hereof.

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Exhibit (b)(2)

2.10Mortgagor will not, without the prior written consent of Mortgagee, create or suffer to be created any security interest under the applicable UCC, or other encumbrance in favor of any party other than Mortgagee, or create or suffer any reservation of title by any such other party, with respect to any of the Building Personal Property nor shall any of the Building Personal Property be the subject matter of any lease or other transaction whereby the ownership or any beneficial interest in any of such Building Personal Property is held by any person or entity other than Mortgagor (or Mortgagee as provided herein). All such Building Personal Property shall be purchased for cash or in such manner that no lien shall be created thereon except the lien of this Mortgage, unless Mortgagee shall agree in writing to the contrary before a contract to purchase any such Building Personal Property is executed. Mortgagor will deliver to Mortgagee on demand, any contracts, bills of sale, statements, receipted vouchers or agreements, under which Mortgagor claims title to any Building Personal Property incorporated in the improvements or subject to the lien of this Mortgage.

2.11Mortgagor shall, at its expense, promptly upon request of Mortgagee (i) do all acts and things, including but not limited to the execution of any further assurances, deemed necessary by Mortgagee, to establish, confirm, maintain and continue the lien created and intended to be created hereby, all assignments made or intended to be made pursuant hereto, and all other rights and benefits conferred or intended to be conferred on Mortgagee hereby, and Mortgagor shall pay all costs incurred by Mortgagee in connection therewith, including all filing and recording costs, cost of searches, and reasonable counsel fees incurred by Mortgagee; and (ii) furnish Mortgagee with a written certification signed by Mortgagor, as to all then existing leases for space covering any part of the Mortgaged Property, the names of the tenants, the rents payable thereunder and the dates to which such rents are paid, together with executed copies of all such leases. The foregoing shall not operate as a consent to leases or as a waiver of other provisions of this Mortgage or any related agreement of Mortgagor.

2.12Mortgagor will promptly perform and observe, or cause to be performed or observed, all of the terms, covenants and conditions of all instruments of record affecting the Mortgaged Property, noncompliance with which may affect the security of this Mortgage or which may impose any duty or obligation upon Mortgagor or any lessee or other occupant of the Mortgaged Property or any part thereof, noncompliance with which may affect the security of this Mortgage, and Mortgagor shall do or cause to be done all things necessary to preserve intact and unimpaired any and all easements, appurtenances and other interests and rights in favor of or constituting any portion of the Mortgaged Property.

2.13(a)The assignment of rents, issues and profits contained in the granting clauses of this Mortgage shall be fully operative without any further action on the part of either party, it being intended that such grant shall constitute an absolute and present assignment of rents. Specifically, Mortgagee shall be entitled, at its option, upon the occurrence of an Event of Default hereunder, to all rents, income and other benefits from the Mortgaged Property, whether or not Mortgagee takes possession of such Mortgaged Property. Such assignment and grant shall continue in full force and effect until the Obligations are paid and satisfied in full and all obligations of Mortgagee under the Note have been terminated, the execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor to the entry upon and taking possession of the Mortgaged Property by Mortgagee pursuant to such grant, whether or not foreclosure proceedings have been instituted. Mortgagor does hereby irrevocably appoint Mortgagee and/or its attorney or agent to do the following after the occurrence of an Event of Default: collect said rents, with or without suit, and apply the same, less all expenses of collection, to the said indebtedness, to management, maintenance and repair of the Real Estate and the contents thereof, and to protecting the security of Mortgagee in such manner as Mortgagee may elect; provided, however, that until there occurs an Event of Default under the terms of this Mortgage, Mortgagor may continue to collect and enjoy the current rents without accountability to Mortgagee. During any period that Mortgagee collects rents pursuant to this paragraph, Mortgagee shall be entitled to retain ten percent (10%) of such rents in payment for the services of Mortgagee in relation to the Mortgaged Property, which sum Mortgagor agrees is a fair and reasonable charge. Except to the extent otherwise agreed in writing by Mortgagee, the taking of possession and collection of rents by Mortgagee as aforesaid shall not be construed to be an affirmation of or acceptance of any attornment with respect to any lease of the Real Estate or any part thereof. Except to the extent otherwise agreed in writing by Mortgagee, Mortgagee or any other purchaser at any foreclosure sale may (if otherwise entitled to do so) exercise the right to terminate any such lease as though such taking of possession and collection of rents had not occurred. Mortgagee shall be liable to account only for such rents, issues, and profits as are actually received by Mortgagee. The foregoing shall not operate as a consent to leases or as a waiver of other provisions of this Mortgage or any related agreement of Mortgagor.

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Exhibit (b)(2)

(b)In connection with the foregoing, after the occurrence of an Event of Default: (1) Mortgagor hereby irrevocably authorizes Mortgagee to endorse Mortgagor’s name on checks, bank drafts, and other instruments received in payment of the rents; and (2) Mortgagee may take possession of and open any mail addressed to Mortgagor received at the Real Estate, in order to effect collection of rents and to remove, collect and apply all payments therein contained, but Mortgagee agrees to make available to Mortgagor any mail which is not related to tenant leases. This assignment of rents and these powers of attorney are coupled with an interest; shall be in addition to all other remedies herein and by law provided for upon an Event of Default; and may be put into effect independently of or concurrently with any or all of said remedies. No liability shall attach to Mortgagee for failure, refusal or inability to collect any rents herein assigned, for the manner of collection thereof or for the failure on the part of Mortgagee to perform any of Mortgagor’s obligations as landlord under any existing or future lease. This assignment, lien and power of attorney shall apply to all rents heretofore or hereafter accruing from present and future leases and renewals thereof of all or any part of the Real Estate or the buildings and improvements thereon.

2.14Except as set forth in the Senior Mortgage, Mortgagor will not assign the rents of the Mortgaged Property or any part thereof other than to Mortgagee, nor consent (other than in the ordinary course of business or in the event the lease is terminated pursuant to the terms thereof) to the cancellation, modification or surrender of any lease now or hereafter covering the Mortgaged Property, or any part thereof; nor accept any prepayment of rents under any such lease more than one month in advance; and any such purported assignment, cancellation, modification, surrender or prepayment made without consent of Mortgagee shall be void as against Mortgagee.

2.15Mortgagor shall, within three (3) days following the written request of Mortgagee, furnish a duly acknowledged written statement to Mortgagee, or any proposed assignee of this Mortgage, setting forth the amount of the Obligations and stating either that no off-sets or defenses exist against the Obligations, or, if such off-sets or defenses are alleged to exist, the nature and amount thereof.

2.16Mortgagor agrees not to do or suffer any act or thing which would impair the security of the Obligations or of the lien of this Mortgage upon the Mortgaged Property, or the rents, issues or profits thereof.

ARTICLE III

Insurance, Damage or Destruction

3.1Mortgagor will insure itself, Mortgagee, and the Mortgaged Property against such perils and to such limits as Mortgagee shall reasonably require. All such insurance shall be in such forms and with such companies, and written in such amounts and with such deductibles and endorsements, as may be reasonably satisfactory to Mortgagee from time to time, and losses thereunder shall be payable to Mortgagee under a standard form of mortgagee endorsement and shall require that the insurer provide Mortgagee with thirty (30) days notice in the event of cancellation or change to the scope or limits of the insurance coverage. Mortgagor shall deliver to Mortgagee at least annually current certificates of coverage addressed to Mortgagee, showing that the coverage required hereunder has been established for at least twelve (12) additional months and that the entire premium for such twelve (12) month period has been prepaid, and confirming that Mortgagee is the mortgagee and loss payee under such policy.

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Exhibit (b)(2)

3.2Mortgagor will promptly notify Mortgagee of any loss thereunder, and Mortgagee may, after notice of its intention to do so to Mortgagor, make proof of loss thereof if not made within a reasonable time by Mortgagor. Mortgagee may, after notice of its intention to do so to Mortgagor, on behalf of Mortgagor adjust and compromise any claims under such insurance and collect and receive the proceeds thereof and endorse drafts and Mortgagee is hereby irrevocably appointed attorney-in-fact of Mortgagor for such purposes. Mortgagee may deduct from such proceeds any expenses properly incurred by Mortgagee in collecting same, including reasonable counsel fees. Mortgagee shall hold such proceeds for the purposes set forth in Article V of this Mortgage.

3.3Mortgagor will not maintain any other insurance on the Mortgaged Property competing or contributing, in right of payment or otherwise, with any of the insurance required to be afforded to Mortgagee hereunder unless Mortgagee is made the loss payee under such other insurance. Mortgagor hereby assigns to Mortgagee all returned or unearned premiums which may be due upon the cancellation of any such policies for any reason whatsoever and hereby directs the insurer thereunder to pay to Mortgagee any amount so due, provided that so long as there does not exist any Event of Default, or any event which with the giving of notice or the lapse of time, or both, would constitute an Event of Default, Mortgagee agrees immediately to refund to Mortgagor any such returned or unearned premium actually received by Mortgagee. Mortgagor hereby irrevocably appoints Mortgagee as Mortgagor’s attorney-in-fact to endorse any draft or check which may be payable to such Mortgagor in order to collect any such returned or unearned premium or the proceeds of any such insurance. The balance of any insurance proceeds remaining after payment in full of the Obligations shall be refunded to Mortgagor.

3.4If Mortgagor shall fail to procure, pay for and deliver to Mortgagee any policy or policies of insurance or renewals thereof, Mortgagee may at its option, but shall be under no obligation to do so, effect such insurance and pay the premiums therefor, and Mortgagor will repay to Mortgagee on demand any premiums so paid, with interest, at the Default Interest Rate, and until so paid, the same shall be secured by this Mortgage. Unless Mortgagor provides Mortgagee with evidence of the insurance coverage required by this Mortgage, Mortgagee may purchase insurance at Mortgagor's expense to protect Mortgagee's interests in the Mortgaged Property. This insurance may, but need not, protect Mortgagor's interest. The coverage that Mortgagee purchases may not pay any claim that Mortgagor may make or any claim that is made against Mortgagor in connection with the Mortgaged Property. Mortgagor may later cancel any insurance purchased by Mortgagee, but only after providing Mortgagee with evidence that Mortgagor has obtained insurance as required by this Mortgage. If Mortgagee purchases insurance for the Mortgaged Property, Mortgagor will be responsible for the costs of such insurance, including interest and any other charges that may be imposed in connection with the placement of such insurance, until the effective date of the cancellation or expiration of such insurance. Without limitation of any other provision of this Mortgage, the cost of such insurance shall be added to the indebtedness secured hereby. The cost of the insurance may be more than the cost of insurance Mortgagor may be able to obtain on its own.

3.5Upon the written request of Mortgagee, but subject to the terms and conditions of the Senior Mortgage, Mortgagor will pay to Mortgagee monthly, a sum equal to one-twelfth (1/12) of the annual premiums for the insurance required to be maintained under this Mortgage. The terms and conditions of Section 1.2 hereof relating to payments of Taxes, Rents and other similar charges shall also apply to insurance premium payments made pursuant to this section.

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Exhibit (b)(2)

ARTICLE IV

Condemnation

4.1Mortgagor, immediately upon obtaining knowledge of the institution of any proceedings for the condemnation of the Mortgaged Property or any part thereof shall notify Mortgagee of the pendency of such proceedings. Unless and until Mortgagee shall notify Mortgagor of Mortgagee’s intent to appear and prosecute such proceedings, pursuant to the appointment and assignment given herein by Mortgagor to Mortgagee, Mortgagor may appear in and prosecute such proceedings in any lawful manner; provided, however, that Mortgagor shall have no right or authority to execute any instrument of conveyance or confirmation in favor of the condemnor except subject hereto, nor to accept any payment or settle or compromise any claim of Mortgagor arising out of such condemnation proceedings without the consent of Mortgagee. Mortgagee’s election not to appear in or prosecute such proceedings shall not diminish any right Mortgagee may have to receive any amount paid in connection with such condemnation and to apply such funds as herein provided.

ARTICLE V

Distribution Upon Damage, Destruction or Condemnation

5.1In the event the whole or materially all of the Mortgaged Property shall be destroyed or damaged, Mortgagee shall have the right to collect the proceeds of any insurance and to retain and apply such proceeds, at its election, to the reduction of the Obligations or to restoration, repair, replacement, rebuilding or alteration (herein sometimes collectively called the “Restoration”) of the Mortgaged Property. In the event the whole or materially all of the Mortgaged Property shall be taken in condemnation proceedings or by agreement between Mortgagor and Mortgagee and the condemning authority, Mortgagee shall apply such award or proceeds thereof first to payment of the Obligations, and any balance then remaining shall be paid to Mortgagor. For the purposes of this Article V, “materially all of the Mortgaged Property” shall be deemed to have been damaged, destroyed or taken if the portion of the Mortgaged Property not so damaged, destroyed or taken cannot be repaired or reconstructed so as to constitute a complete structure and facility usable in substantially the manner as prior to the damage, destruction or taking.

5.2So long as no Event of Default has occurred, in the event of partial destruction or partial condemnation, all of the proceeds or awards shall be collected and held by Mortgagee, and shall be applied by Mortgagee to the payment of the Restoration, from time to time as the Restoration progresses, upon the written request of Mortgagor, so long as:

(a)such proceeds are, in Mortgagee’s reasonable judgment, sufficient to cover the cost of such Restoration or, if insufficient, Mortgagor deposits with Mortgagee the amount of any such deficiency;

(b)Mortgagor shall deliver to Mortgagee contracts, plans and specifications for the Restoration which are satisfactory to Mortgagee;

(c)the work for which payment is requested has been done in a good and workmanlike manner and Mortgagor presents evidence satisfactory to Mortgagee of amounts owed or paid by Mortgagor for completed Restoration work;

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Exhibit (b)(2)

(d)the Mortgaged Property, after such Restoration is or will be, in the reasonable judgment of Mortgagee, of an economic utility not less than that of the Mortgaged Property prior to the casualty or condemnation; and

(e)Mortgagor shall comply with such further conditions in connection with the use of such proceeds or award as Mortgagee may reasonably request.

Any balance remaining in the hands of Mortgagee after payment of such Restoration shall be retained by Mortgagee and applied to the payment of the Obligations.

5.3Notwithstanding the foregoing provisions of this Article V regarding insurance or condemnation proceeds, if no Event of Default has occurred, and if such proceeds do not exceed $25,000.00, and if the undamaged or uncondemned portion of the Mortgaged Property can be continuously used during the Restoration period as a complete structure and operating facility in substantially the same manner as prior to the damage, Mortgagee will endorse and deliver to Mortgagor any check evidencing the collection of insurance or condemnation proceeds and Mortgagor will apply all of such funds to the Restoration and promptly provide Mortgagee with copies of all receipts, canceled checks and other written evidence of compliance herewith.

5.4No damage, destruction or condemnation of the Mortgaged Property nor any application of insurance or condemnation proceeds to the payment of the Obligations shall postpone or reduce the amount of any of the current installments of principal or interest becoming due under the Obligations which shall continue to be made in accordance with the terms of the Obligations until the Obligations and all interest due thereunder are paid in full.

ARTICLE VI

Events of Default and Remedies

6.1Each of the following shall constitute an “Event of Default” under this Mortgage and the other Documents:

(a)the occurrence of an Event of Default under the Loan Agreement; or

(b)failure of Mortgagor to provide the insurance required in Article III hereof; or

(c)the occurrence of a default or event of default under any one or more of the Documents.

6.2Upon the occurrence of an Event of Default, Mortgagee shall have the right and is hereby authorized, but without any obligation to do so, to perform the defaulted obligation and to discharge Mortgagor’s obligations on behalf of Mortgagor and to pay any sums necessary for that purpose, and the sums so expended by Mortgagee shall be an obligation of Mortgagor, shall bear interest at the Default Interest Rate, be payable on demand, and be added to the Obligations. Mortgagee shall be subrogated to all the rights, equities and liens discharged by any such expenditure. Such performance by Mortgagee on behalf of Mortgagor shall not constitute a waiver by Mortgagee of such default and shall not limit Mortgagee’s rights, remedies and recourse hereunder, or the Obligations, or as otherwise provided at law or in equity. Notwithstanding that the Obligations shall not have been declared due and payable upon any such default, the Obligations shall bear interest at the Default Interest Rate from the date of notice and demand therefor by Mortgagee until such default shall have been completely cured and removed to the satisfaction of Mortgagee.

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Exhibit (b)(2)

6.3Upon the occurrence of an Event of Default, the entire unpaid balance of the principal, accrued interest and all other sums secured by this Mortgage shall, at the option of Mortgagee, become immediately due and payable without further notice or demand and Mortgagee shall have and may exercise all the rights and remedies permitted by law, including without limitation the right to foreclose this Mortgage, and proceed thereon to final judgment and execution thereon for the entire unpaid balance of the Obligations, with interest, at the Default Interest Rate and pursuant to the methods of calculation specified in the Note, together with all other sums secured by this Mortgage, all costs of suits, interest at the Default Interest Rate and reasonable attorney’s fees. In any such foreclosure proceedings, the Mortgaged Property shall be sold, at the sole option of Mortgagee, either (a) in one lot or unit and as an entirety; or (b) in such lots or units and in such order and manner as may be required by law; or (c) in the absence of any such requirement, in such lots or units and in such order and manner as Mortgagee may determine in its sole discretion.

6.4Upon the occurrence of an Event of Default, Mortgagee shall have the right, without further notice or demand and without the appointment of a receiver, but with all the powers a receiver would have, to enter immediately upon and take possession of the Mortgaged Property, without further consent or assignment of Mortgagor or any subsequent owner of the Mortgaged Property, with the right to let the Mortgaged Property, or any part thereof, and to collect and receive all of the rents, issues, profits and other amounts due or to become due to Mortgagor or any such subsequent owner and to apply the same in such order of priority as Mortgagee shall determine at its sole option, after payment of all necessary charges and expenses in connection with the operation of the Mortgaged Property (including any managing agent’s commission), on account of Taxes, Rents, interest, principal, and insurance premiums and any advances for improvements, alterations or repairs or otherwise pursuant to the terms hereof for the account of Mortgagor, or on account of the Obligations. Mortgagee may institute legal proceedings against any tenant of the Mortgaged Property who commits an event of default under his/her/its lease. If Mortgagor or any such subsequent owner is occupying the Mortgaged Property or any part thereof, such Mortgagor or subsequent owner will, at the election of Mortgagee, either immediately vacate and surrender possession thereof to Mortgagee or pay to Mortgagee a fair and reasonable rental for the use thereof, monthly in advance, and, in default of so doing, Mortgagor or such subsequent owner may be dispossessed by legal proceedings or otherwise.

6.5Upon any foreclosure sale, Mortgagee may bid for and purchase all or any portion of the Mortgaged Property and, upon compliance with the terms of the sale, may hold, retain and possess and dispose of such property in its own absolute right without further accountability. The proceeds of any foreclosure sale of the Mortgaged Property or any part thereof received by Mortgagee shall be applied by Mortgagee to the indebtedness secured hereby in such order and manner as Mortgagee may elect. Upon any foreclosure sale, Mortgagee may apply any or all of the indebtedness and other sums due to Mortgagee under the Note, the Guaranty, this Mortgage or any other Document to the price paid by Mortgagee at the foreclosure sale.

6.6Mortgagor hereby waives any and all rights of redemption. Mortgagor further agrees, to the full extent permitted by law, that in case of an Event of Default, neither Mortgagor nor anyone claiming through or under it will set up, claim or seek to take advantage of any reinstatement, appraisement, valuation, stay or extension laws now or hereafter in force, or take any other action which would prevent or hinder the enforcement or foreclosure of this Mortgage or the absolute sale of the Mortgaged Property or the final and absolute putting into possession thereof, immediately after such sale, of the purchaser thereat. Mortgagor, for itself and all who may at any time claim through or under it, hereby waives, to the full extent that it may lawfully so do, the benefit of all such laws, and any and all right to have the assets comprising the Mortgaged Property marshaled upon any foreclosure of the lien hereof and agrees that Mortgagee or any court having jurisdiction to foreclose such lien may sell the Mortgaged Property in part or as an entirety. Mortgagor acknowledges that the transaction of which this Mortgage is a part is a transaction which does not include either agricultural real estate (as defined in Section 15-1201 of the Illinois Mortgage Foreclosure Law (735 ILCS 5/15-1101 etseq.) (the "Act")) or residential real estate (as defined in Section 15-1219 of the Act), and to the full extent permitted by law, hereby voluntarily and knowingly waives its rights to reinstatement and redemption as allowed under Section 15-1601 of the Act.

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Exhibit (b)(2)

6.7(a)Upon occurrence of an Event of Default, Mortgagee shall be entitled to sue for and to recover judgment against Mortgagor for the Obligations due and unpaid together with costs and expenses, including, without limitation, the reasonable compensation, expenses and disbursements of Mortgagee's lenders, attorneys and other representatives, either before, after or during the pendency of any proceedings for the enforcement of this Mortgage; and the right of Mortgagee to recover such judgment shall not be affected by any taking of possession or foreclosure sale hereunder, or by the exercise of any other right, power or remedy for the enforcement of the terms of this Mortgage, or the foreclosure of the lien hereof.

(b)In case of a foreclosure sale of all or any part of the Mortgaged Property and of the application of the proceeds of sale to the payment of the Obligations, Mortgagee shall be entitled to enforce all other rights and remedies under the Documents.

(c)Mortgagor hereby agrees, to the extent permitted by law, that no recovery of any judgment by Mortgagee under any of the Documents, and no attachment or levy of execution upon any of the Mortgaged Property or any other property of Mortgagor, shall (except as otherwise provided by law) in any way affect the lien of this Mortgage upon the Mortgaged Property or any part thereof or any lien, rights, powers or remedies of Mortgagee hereunder, but such lien, rights, powers and remedies shall continue unimpaired as before until the Obligations are paid in full.

(d)Any monies collected or received by Mortgagee under this Section shall be applied to the payment of compensation, expenses and disbursements of the lenders, attorneys and other representatives of Mortgagee, and the balance remaining shall be applied to the payment of the Obligations, in such order and manner as Mortgagee may elect, and any surplus, after payment of all Obligations, shall be paid to Mortgagor.

6.8In the event that any provision in this Mortgage shall be inconsistent with any provision of the Act, the provisions of the Act shall take precedence over the provisions of this Mortgage, but shall not invalidate or render unenforceable any other provision of this Mortgage that can be construed in a manner consistent with the Act. If any provision of this Mortgage shall grant to Mortgagee any rights or remedies upon default of Mortgagor which are more limited than the rights that would otherwise be vested in Mortgagee under the Act in the absence of said provision, Mortgagee shall be vested with the rights granted in the Act to the full extent permitted by law. Without limiting the generality of the foregoing, all expenses incurred by Mortgagee to the extent reimbursable under Sections 15-1510 and 15-1512 of the Act, whether incurred before or after any decree or judgment of foreclosure, and whether enumerated in this Mortgage, shall be added to the indebtedness secured by this Mortgage or by the judgment of foreclosure.

6.9Upon the occurrence of an Event of Default, Mortgagee may proceed to protect and enforce its rights under this Mortgage by suit for specific performance of any covenant herein contained, or in aid of the execution of any power herein granted, or for the foreclosure of this Mortgage and the sale of the Mortgaged Property under the judgment or decree of a court of competent jurisdiction, or for the enforcement of any other right as Mortgagee shall deem most effectual for such purpose. The foregoing rights shall be in addition to, and not in lieu of, the rights of Mortgagee as a secured creditor under the applicable UCC with respect to any portion of the Mortgaged Property which is subject to such UCC. Mortgagee may also proceed in any other manner permitted by law to enforce its rights hereunder and under the other Documents.

13

Exhibit (b)(2)

6.10No failure or delay on the part of Mortgagee in exercising any right, power or privilege under this Mortgage, and no course of dealings between Mortgagor and Mortgagee, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. No notice to or demand on Mortgagor shall entitle Mortgagor to any other or further notice or demand in similar or other circumstances or constitute a waiver of the right of Mortgagee to any other or further action in the same or other circumstances without notice or demand.

6.11In any action to foreclose this Mortgage, Mortgagee, to the fullest extent permitted by law, shall be entitled as a matter of right to the appointment of a receiver of the Mortgaged Property and of the rents, revenues, issues, income and profits thereof, without notice or demand, and without regard to the adequacy of the security for the Obligations or the solvency of Mortgagor.

6.11The rights and remedies of Mortgagee expressed or contained in this Mortgage are cumulative and no one of them shall be deemed to be exclusive of the others or of any right or remedy Mortgagee may now or hereafter have at law or in equity. The covenants of this Mortgage shall run with the Real Estate and bind Mortgagor and, unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein, its successors and assigns and all subsequent owners, encumbrancers, tenants and subtenants of the Mortgaged Property and shall inure to the benefit of Mortgagee and its successors and assigns and all subsequent holders of this Mortgage and the Obligations.

6.12Mortgagee may in its discretion from time to time grant to Mortgagor indulgences, forbearances and extensions of the Obligations, may release, with or without consideration, any portion of the Mortgaged Property from the lien hereof, and may accept other and further collateral security for the payment of and strict and faithful performance of the Obligations, all without otherwise affecting the liability of any person or impairing or affecting the lien or priority of this Mortgage, and the release of any portion of the Mortgaged Property from the lien hereof shall not affect the lien of this Mortgage with respect to the remainder of the Mortgaged Property.

6.13Mortgagor hereby waives and relinquishes the benefits of all present and future laws (i) exempting the Mortgaged Property or any other property or any part of the proceeds of sale thereof from attachment, levy or sale on execution; (ii) staying execution or other process; and (iii) requiring valuation or appraisement of the Mortgaged Property or any other property levied or sold upon execution under any judgment recovered for the Obligations.

6.14Upon the occurrence of an Event of Default, Mortgagor shall pay monthly in advance to Mortgagee, or to any receiver appointed at the request of Mortgagee to collect the rents, revenues, issues and profits of the Mortgaged Property, the fair and reasonable rental value for the use and occupancy of the Mortgaged Property or of such part thereof as may be possessed by Mortgagor. Upon default in payment thereof, Mortgagor shall vacate and surrender possession of the Mortgaged Property to Mortgagee or such receiver, and upon a failure to do so may be evicted by summary proceedings, in the manner hereinabove provided or otherwise.

14

Exhibit (b)(2)

ARTICLE VII

Compliance with Environmental Laws

7.1Mortgagor represents, warrants and covenants as follows: (a) that the Mortgaged Property does not now contain nor shall there and Mortgagor warrants, covenants and agrees that there shall not hereafter be installed or used upon the Mortgaged Property friable asbestos or asbestos contaminating material, urea formaldehyde foam insulation or any other chemical, material or substance exposure to which is prohibited, limited or regulated by any federal, state, county, local or regional law or authority; (b) except for the Borrower Substances (as defined below) used and maintained by Mortgagor in the normal course of business and in accordance with Environmental Requirements (as defined below), the Mortgaged Property is, not now being used, nor has it been used in the past, nor shall it be used in the future for any activities involving, directly or indirectly the use, refining, production, handling, transfer, processing, generation, treatment, storage or disposal of any hazardous or toxic chemical, material, substance, or waste, including, without limitation any Hazardous Substance (as defined herein); (c) Mortgagor will not use, generate, store, collect, treat, dispose of, or otherwise introduce any Hazardous Substance into or on the Mortgaged Property, nor cause, suffer or allow anyone else to do so; (d) Mortgagor shall not cause or permit to exist, as a result of an intentional or unintentional action or omission on its part, a releasing, spilling, leaking, pumping, pouring, emitting, emptying or dumping of Hazardous Substances, into waters of the State of Illinois or onto lands from which it might flow or drain into said waters or into waters outside the jurisdiction of the State of Illinois where damage may result or have resulted to the lands, waters, fish, shellfish, wildlife, biota, air and other resources owned, managed, held in trust or otherwise controlled by the State of Illinois, unless said release spill, leak, and so forth, is pursuant to and in compliance with the conditions of a permit issued by all appropriate federal or state governmental authorities; (e) Mortgagor agrees to comply promptly with all Environmental Requirements, and to immediately notify Mortgagee, in writing, of the discovery, discharge or release of any Hazardous Substance; (f) dispose of any residual waste or solid waste (as defined in any applicable Environmental Requirements) on the Mortgaged Property; (g) Mortgagor shall promptly supply Mortgagee, at Mortgagor’s sole expense, copies of all correspondence and submissions between Mortgagor and the Illinois Department of Environmental Protection or similar agency, the United States Environmental Protection Agency, the United States Occupational Safety and Health Administration, or any other local, state or federal authority which requires submissions of any information concerning environmental matters or Hazardous Substances with regard to the Mortgaged Property; (h) Mortgagor will promptly clean up any Hazardous Substances found on the Mortgaged Property; (i) Mortgagor has not been identified in any litigation, administrative proceeding, or investigation as a responsible party or potentially responsible party under any Environmental Requirements; and (j) the Mortgaged Property is not now nor has it ever been used as a landfill.

7.2Mortgagor represents and warrants that Mortgagor has not received any communication, written or oral, from any federal, state or local agency concerning any intentional or unintentional action or omission on Mortgagor’s part in connection with the releasing, spilling, leaking, pumping, pouring, emitting, emptying or dumping of Hazardous Substances. Mortgagor agrees that it shall immediately notify Mortgagee should Mortgagor become aware of (a) the actual or potential existence of any Hazardous Substances on the Mortgaged Property, other than those utilized in the ordinary course of Mortgagor’s operations and which do not violate, or would not otherwise give rise to liability under any Environmental Requirements, (b) any direct or indirect violation of, or other exposure to liability under, any Environmental Requirements, (c) any lien, action or notice affecting the Mortgaged Property resulting from any violation or alleged violation of or liability or alleged liability under any Environmental Requirements, (d) the institution of any investigation, inquiry or proceeding concerning Mortgagor or the Mortgaged Property pursuant to any Environmental Requirements or otherwise relating to Hazardous Substances, or (e) the discovery of any occurrence, condition or state of facts which would render any representation or warranty contained in this Mortgage incorrect in any respect if made at the time of such discovery. Immediately upon receipt of same, Mortgagor shall deliver to Mortgagee copies of any and all requests for information, complaints citations, summonses, orders, notices, reports or other communications, documents or instruments in any way relating to any actual, alleged or potential violation or liability of any nature whatsoever arising under Environmental Requirements and relating to the Mortgaged Property or to Mortgagor.

15

Exhibit (b)(2)

7.3For all Hazardous Substances at any time located on any of Mortgagor’s Real Property, Mortgagor shall take or cause to be taken, at Mortgagor’s sole expense, all such actions as may be necessary to comply with all Environmental Requirements. If Mortgagor shall fail to take all such actions, Mortgagee may make advances or payments towards performance or satisfaction of the same (but shall be under no obligation so to do) and all sums so advanced or paid, including all sums advanced or paid by Mortgagee in connection with any judicial or administrative investigation or proceedings relating thereto (including, but without limitation, reasonable attorneys’ fees, fines or other penalty payments), shall be immediately repayable by Mortgagor and all sums so advanced or paid shall become a part of the obligations secured by this Mortgage.

7.4To the maximum extent permitted by applicable law, Mortgagor agrees at all times hereafter, absolutely and unconditionally, to indemnify, defend and hold Mortgagee and Mortgagee’s parents, subsidiaries, successors, endorsees, and assignees, and any officer, director, shareholder, employee or agent of any of the foregoing (collectively, the “Indemnified Parties”), harmless from and against any and all Damages (as defined below) which any of such Indemnified Parties may sustain by reason of Mortgagor’s breach of any of the foregoing representations, warranties or covenants or by reason of Mortgagor’s failure, or the failure of any of Mortgagor’s predecessor(s) in title to the Mortgaged Property, or the failure of any of Mortgagor’s tenants, to perform any of its, or their, obligations pursuant to the Environmental Requirements. The provisions of this paragraph shall survive the repayment of the Secured Obligations and any transfer of the Mortgaged Property, including a transfer after a foreclosure of this Mortgage and the delivery of the Deed effecting such transfer.

7.5Mortgagee reserves the right to disclose any and all information, including information relating to Hazardous Substances, of which it becomes apprised, to the appropriate municipal, state or federal agencies when Mortgagee in its sole discretion deems such disclosure appropriate.

7.6For purposes of this Article VII:

(1)“Damages” means all liabilities, obligations, claims, demands, suits, controversies, actions, causes of action, orders, writs, and judgments including, but without limitation, costs, expenses, attorneys’ fees, consultants’ fees, environmental clean-up costs, natural resources damage, fines, penalties, consequential damages, injury, death or other damages to person(s), personal or real property, and business enterprises, now or in the future arising out of or relating to any environmental condition related to the Mortgaged Property including, but not limited to:

(a) any actual or threatened release of any Hazardous Substance (as defined herein);

(b) any violation of any federal, state or local environmental law that is caused, suffered, allowed or permitted by Mortgagor; or

(c) any other environmental condition that may cause Mortgagee to sustain any damages regardless of whether such environmental condition resulted from any act or omission of Mortgagor, one or more third parties or some combination thereof, whether heretofore, now or hereafter existing or occurring.

16

Exhibit (b)(2)

(2)“Environmental Requirements” means any and all applicable federal, state or local environmental laws, statutes, ordinances, regulations or standards, or administrative or court orders or decrees, or settlement agreements, now or hereafter in effect.

(3)“Hazardous Substance(s)” shall mean and include any material or substance that contains:

(a) any “hazardous substance”, “pollutant” or “contaminant” or “hazardous waste” as defined in any applicable federal statute, law, rule or regulation now or hereafter in effect including but without limitation, Sections 101(14) and (33) of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601(14) and (33)) or 42 U.S.C. 6903(5) or 40 C.F.R. Part 302 or any amendment thereto or any replacement thereof or in any statute or regulation relating in any way to the environment, whether similar or dissimilar, now or hereafter in effect;

(b) any hazardous substance, hazardous waste, residual waste or solid as those terms are now or hereafter defined in any applicable federal, state or local law, rule or regulation or in any statute or regulation relating in any way to the environment, whether similar or dissimilar, now or hereafter in effect;

(c) any substance subject to the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Section 11001 et seq. or equivalent or similar state laws, or the regulations promulgated thereunder or in any amendment thereto or in any replacement thereof or in any similar statute or regulation now or hereafter in effect;

(d) any substance containing petroleum, as that term is defined in Section 9001(8) of the Resource Conservation and Recovery Act, as amended (42 U.S.C. Section 6991(8)) or 40 C.F.R. Section 280.1 or in any amendment thereto or any replacement thereof or in any similar statute or regulation now or hereafter in effect; or

(e) any other substance containing friable asbestos or asbestos contaminated material, urea formaldehyde foam insulation or any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any federal, state, county, local or regional law or authority; or

(f) any other substance for which any federal, state or local governmental entity now or hereafter requires special handling in its use, transportation, accumulation, collection, storage, treatment or disposal; or

17

Exhibit (b)(2)

(g) Toxic Mold (as defined below).

(4)“Toxic Mold” shall mean any fungal or bacterial bioaerosol (including, without limitation, Stachybotrys chartarum (“black mold”), spores, mycotoxins, endotoxins, bacterial cells, and volatile organic compounds (VOCs)), or any other mold or fungus, in, on or affecting the Mortgaged Property, which is of a type determined by the application of reasonably acceptable scientific practices to pose a risk to human health or the environment or could have a material adverse effect on the value of the Mortgaged Property.

(5)“Borrower Substances” shall mean all materials listed as "refrigerants" in Tables 1 and 2 of the ASHRAE Standard 34, and any materials, substance or chemicals used, stored, handled or generated in the normal course of business in connection with the following operations conducted at the Mortgaged Property: refrigerant reclamation, refrigerant blending and packaging, refrigerant separation, refrigerant testing laboratory, and hydrostatic testing of cylinders.

7.7Mortgagee may at any time enter upon the Mortgaged Property to perform or cause to be performed any environmental tests including soil borings and ground water wells, as Mortgagee deems necessary. All such tests will be performed at Mortgagor’s expense.

7.8The representations, covenants, and indemnification contained in this Article VII shall survive the occurrence of any event whatsoever including, but not limited to, the payment of the obligations secured by this Mortgage.

ARTICLE VIII

Miscellaneous Provisions

8.1All notices, demands, requests and consents required under this Mortgage shall be in writing. All such notices, demands, requests and consents shall be deemed to have been properly given if hand delivered or sent by United States registered or certified mail, return receipt requested, postage prepaid, if addressed to Mortgagee at 580 White Plains Road, Suite 610, Tarrytown, New York 10591, Attention: John P. Reilly, Managing Partner, with a copy in all instances to Michael P. Bonner, Esquire, Stradley, Ronon, Stevens & Young, LLP, Woodland Falls Corporate Park, 200 Lake Drive East, Suite 100, Cherry Hill, New Jersey 08002, and if addressed to Mortgagor at the address set forth on the first page of this Mortgage, or at such other address or addresses as either party may hereafter designate in writing to the other. Notices, demands and requests which shall be served by registered or certified mail, return receipt requested, upon Mortgagor or Mortgagee, in the manner aforesaid, shall be deemed sufficiently served or given for all purposes hereunder three (3) days after the time such notice, demand or request shall be mailed by United States registered or certified mail, return receipt requested, postage prepaid, in any Post Office or Branch Post Office regularly maintained by the United States Government.

8.2This Mortgage will be duly recorded in the Office for the Recording of Deeds and Mortgages in and for the County in which the Real Estate is located and Mortgagor shall pay all recording fees and other costs incurred in connection therewith.

8.3All amendments and modifications of this Mortgage must be in writing.

8.4If any term or provision of this Mortgage or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Mortgage, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Mortgage shall be valid and be enforced to the fullest extent permitted by law. This Mortgage is intended to secured such future advances and to be eligible for all of the benefits of any provisions of any rule or law that would grant greater protection to Mortgagee or greater priority for the lien of this Mortgage as it secures any advance.

18

Exhibit (b)(2)

8.5This Mortgage secures, among other things, the full and timely payment and performance of the Secured Obligations. It is further understood and agreed that this Mortgage secures present and future advances, in the aggregate amount secured hereby, made by Mortgagee to or for the benefit of Mortgagor and that the lien of such future advances shall relate back to the date of this Mortgage.

8.6WAIVER OF JURY TRIAL. MORTGAGOR AND MORTGAGEE IRREVOCABLY, AS AN INDEPENDENT COVENANT, WAIVE JURY TRIAL AND THE RIGHT THERETO IN ANY ACTION OR PROCEEDING BETWEEN MORTGAGOR AND MORTGAGEE, WHETHER HEREUNDER OR OTHERWISE.

8.7This Mortgage and all terms, covenants and conditions hereof shall inure to the benefit of and bind the parties hereto, their successors and assigns, to the extent assignments are permitted herein.

8.8This Mortgage secures Obligations which have an adjustable or floating rate feature.

8.9MORTGAGOR HAS RECEIVED A FULLY EXECUTED COPY OF THIS MORTGAGE WITHOUT CHARGE.

8.10This Mortgage shall be governed by and construed in accordance with the laws of the State of New York, except to the extent that rights and remedies related to realizing upon the Mortgaged Property are governed by the laws of the State of Illinois.

SIGNATURES APPEAR ON THE FOLLOWING PAGE.

19

Exhibit (b)(2)

IN WITNESS WHEREOF, Mortgagor, intending to be legally bound hereby, has executed and delivered this Mortgage as of the day and year first above written.

HUDSON TECHNOLOGIES COMPANY,
a Tennessee corporation
By:	/s/ Brian F. Coleman
Name: Brian F. Coleman
Title: President and Chief Operating Officer

STATE OF NEW YORK	)
	)  SS
COUNTY OF ROCKLAND\	)

I, Stephen P. Mandracchia, a Notary Public in and for and residing in said County and State, DO HEREBY CERTIFY THAT Brian F. Coleman, the President and Chief Operating Officer of Hudson Technologies Company, a Tennessee corporation, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered said instrument, effective as of June 26, 2007, as his own free and voluntary act and as the free and voluntary act of said corporation for the uses and purposes therein set forth.

GIVEN under my hand and notarial seal this 26th day of June, 2007.

  /s/ Stephen Mandracchia

Notary Public, State of New York

No. 471711

Qualified in Orange County

My Commission Expires: August 30, 2012

20

Exhibit (b)(2)

EXHIBIT A

LEGAL DESCRIPTION OF REAL ESTATE

Address: 3402 N. Mattis Avenue

Property Tax ID: 41-14-35-100-049

A part of the Northwest Quarter of the Northwest Quarter of Section 35, Township 20 North, Range 8 East of the Third Principal Meridian in Champaign County, Illinois, described as follows:

Beginning at the Northwest corner of Section 35, Township 20 North, Range 8 East of the Third Principal Meridian, thence South 89 degrees 18 minutes 06 seconds East along the North line of said Section 35, 50.00 feet for a true point of beginning; thence South 89 degrees 18 minutes 06 seconds East along the North line of Section 35, 400.00 feet; thence South 00 degrees 41 minutes 54 seconds West, 465.00 feet; thence North 89 degrees 18 minutes 06 seconds West parallel with the North line of said Section 35, 378.49 feet to the Easterly right of way line of Fisher Road, thence North 02 degrees 51 minutes 14 seconds West along the Easterly right of way line of Fisher Road, 310.71 feet; thence North 00 degrees 08 minutes 07 seconds West along the Easterly right of way line of Fisher Road, 154.90 feet to the place of beginning, situated in Champaign County, Illinois.

21

Exhibit (b)(2)

EXHIBIT B

PERMITTED ENCUMBRANCES

1.Certain liens, encumbrances, easements and other restrictions as more fully set forth in Schedule B of the marked-up title report dated on or about the date hereof, Commitment No. 11006758 (File No. ILCLT07-0924), issued by Land Services USA, Inc., as agent for LandAmerica Lawyers Title.

2.The liens listed in Schedule 5.17 of the Loan Agreement, as such Schedule 5.17 may be revised from time to time.

22

Exhibit (b)(2)

SCHEDULE I

INTEREST RATE(S)

At the option of Mortgagee, the greater of: (a) the prime rate published in the “Money Rates” column of The Wall Street Journal from time to time or, in the event that The Wall Street Journal is not available at any time, such rate published in another publication as determined by Lender plus thirty seven and one-half (37.5) basis points per annum, or (b) six and one-half percent (6-1/2%) per annum.

23

EX-99.B3

Exhibit (b)(3)

AMENDED AND RESTATED REVOLVING NOTE

$10,000,000.00 June 26, 2007

FOR VALUE RECEIVED, HUDSON TECHNOLOGIES COMPANY a corporation organized and existing under the laws of the State of Tennessee, having an address at 275 North Middletown Road, Pearl River, New York 10965 (“Borrower”), promises to pay to the order of KELTIC FINANCIAL PARTNERS, LP (“Lender”), at 555 Theodore Fremd Avenue, Suite C-207, Rye, New York 10580 or at such other place as Lender may from time to time in writing designate, the principal sum of each Advance made by Lender to Borrower under that certain revolving loan agreement dated even date herewith between Borrower and Lender as it may be subsequently amended and/or modified (collectively, the “Loan Agreement”) (the Loan Agreement together with all of the other documents, instruments or agreements executed in connection therewith, as the same may be modified, amended, restated or replaced from time to time are hereinafter collectively referred to as, the “Loan Documents”). The aggregate unpaid principal balance hereof shall not exceed at any time the sum of TEN MILLION and 00/100 Dollar ($10,000,000.00).Capitalized terms used herein and not otherwise defined shall have the meaning given such terms in the Loan Documents. The entire unpaid principal balance hereof, together with the accrued interest thereon and accrued late charges, if any, and all other sums due hereunder and under the Loan Documents shall be due and payable on the Termination Date.

Borrower also promises to pay interest to Lender monthly, in arrears, on the first day of each month commencing on July 1, 2007 on the average daily unpaid principal balance of this Note at the rate set forth in Section 3.1 of the Loan Agreement.

This is the “Revolving Note” referred to in the Loan Agreement and is entitled to the benefit of all of the terms and conditions and the security of all of the security interests and liens granted by Borrower or any other person to Lender pursuant to the Loan Agreement or any other Loan Document including, without limitation, provisions regarding mandatory and optional prepayment rights. Upon the occurrence of any Event of Default, the entire unpaid principal amount owed Lender hereunder shall become immediately due and payable without further notice or demand.

Whenever any payment to be made under this Note shall be stated to be due on a day other than a Banking Day, such payment shall be made on the next succeeding Banking Day and such extension of time shall be included in the computation of any interest then due and payable hereunder.

The undersigned and all other parties who, at any time, may be liable hereon in any capacity waive presentment, demand for payment, protest and notice of dishonor of this Note. This Note and any provision hereof may not be waived, modified, amended or discharged orally, but only by an agreement in writing which is signed by the holder and the party or parties against whom enforcement of any waiver, change, modification, amendment or discharge is sought.

This Note shall be governed by and construed under the internal laws of the State of New York, as the same may from time to time be in effect, without regard to principles of conflicts of laws thereof.

This Note amends, restates and supersedes, but does not discharge the obligations of, nor constitute a novation with respect to, the indebtedness of Borrower to Lender pursuant to that certain Revolving Note in the principal amount of $4,600,000 dated May 30, 2003 previously executed and delivered by Borrower to Lender.

Exhibit (b)(3)

IN WITNESS WHEREOF, the undersigned has executed this Note the day and year first above written.

HUDSON TECHNOLOGIES COMPANY
By:	/s/ Brian F. Coleman
Name: Brian F. Coleman
Title: President and Chief Operating Officer

EX-99.B4

Exhibit (b)(4)

AMENDED AND RESTATED TERM NOTE A

$2,500,000.00 June 26, 2007

FOR VALUE RECEIVED, HUDSON TECHNOLOGIES COMPANY, a corporation organized and existing pursuant to the laws of the Stale of Tennessee having an address at 275 North Middletown Road, Pearl River, New York 10965 (“Borrower”), promises to pay to the order of KELTIC FINANCIAL PARTNERS, LP (“Lender”) a Delaware limited partnership with a place of business at 555 Theodore Fremd Avenue, Suite C-207, Rye, New York 10580, or at such other place as Lender may from time to time in writing designate, the sum of TWO MILLION FIVE HUNDRED THOUSAND DOLLARS AND 00/100 ($2,500,000.00), payable in equal consecutive monthly installments of $29,761.90 each, commencing on July 1, 2007 and on the first day of each month thereafter. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in that certain Amended and Restated Loan Agreement dated the date hereof between Borrower and Lender (as amended, the “Loan Agreement”, and together with all of the other documents, instruments or agreements executed in connection therewith, as the same may be modified, amended, restated or replaced from time to time, the “Loan Documents”). The entire unpaid principal balance hereof, together with the accrued interest thereon and accrued late charges, if any, and all other sums due hereunder and/or under any of the other Loan Documents shall be due and payable on the Termination Date.

Borrower also promises to pay interest to Lender monthly, in arrears, on the first day of each month, commencing on July 1, 2007 on the outstanding principal balance of this Note at the rate set forth in Section 3.1 of the Loan Agreement.

Any partial prepayments made by the undersigned will be applied against the remaining unpaid payments due hereunder in the inverse order of the maturity of such payments.

This is the “Term Loan A” referred to in the Loan Agreement and is entitled to the benefits of all of the terms and conditions and the security of all of the security interests and liens granted by Borrower or any other person to Lender pursuant to the Loan Agreement or any of the other Loan Documents including, without limitation, provisions regarding mandatory and/or optional prepayment rights and premiums. Upon the occurrence of any Event of Default, the entire unpaid principal amount owed Lender hereunder shall become immediately due and payable hereof without further notice or demand.

Whenever any payment to be made under this Note shall otherwise be due on a day that is not a Banking Day, such payment shall be made on the next succeeding Banking Day, and such extension of time shall be included in computing interest in connection with any such payment.

Borrower and all other parties who, at any time, may be liable hereon in any capacity waive presentment, demand for payment, protest and notice of dishonor of this Note. This Note may not be changed orally, but only by an agreement in writing which is signed by the holder and the party or parties against whom enforcement of any waiver, change, modification or discharge is sought.

This Note shall be governed by and construed under the internal laws of the State of New York, as the same may from time to time be in effect, without regard to principles of conflicts of laws thereof.

This Note amends, restates and supersedes, but does not discharge the obligations of, nor constitute a novation with respect to, the indebtedness of Borrower to Lender pursuant to that certain Second Restated Term Note in the principal amount of $400,000 dated March 8, 2006 previously executed and delivered by Borrower to Lender.

Exhibit (b)(4)

IN WITNESS WHEREOF, the undersigned has executed this Note on the day and year first above written.

HUDSON TECHNOLOGIES COMPANY
By:	/s/ Brian F. Coleman
Name: Brian F. Coleman
Title: President and Chief Operating Officer

EX-99.B5

Exhibit (b)(5)

TERM NOTE B

$4,500,000.00 June 26, 2007

FOR VALUE RECEIVED, HUDSON TECHNOLOGIES COMPANY, a corporation organized and existing pursuant to the laws of the Stale of Tennessee having an address at 275 North Middletown Road, Pearl River, New York 10965 (“Borrower”), promises to pay to the order of KELTIC FINANCIAL PARTNERS, LP (“Lender”) a Delaware limited partnership with a place of business at 555 Theodore Fremd Avenue, Suite C-207, Rye, New York 10580, or at such other place as Lender may from time to time in writing designate, the sum of FOUR MILLION FIVE HUNDRED THOUSAND DOLLARS AND 00/100 ($4,500,000.00), payable in equal consecutive monthly installments of $53,571.43 each, commencing on July 1, 2007 and on the first day of each month thereafter. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in that certain Amended and Restated Loan Agreement dated the date hereof between Borrower and Lender (as amended, the “Loan Agreement”, and together with all of the other documents, instruments or agreements executed in connection therewith, as the same may be modified, amended, restated or replaced from time to time, the “Loan Documents”). The entire unpaid principal balance hereof, together with the accrued interest thereon and accrued late charges, if any, and all other sums due hereunder and/or under any of the other Loan Documents shall be due and payable on the Termination Date.

Borrower also promises to pay interest to Lender monthly, in arrears, on the first day of each month, commencing on July 1, 2007 on the outstanding principal balance of this Note at the rate set forth in Section 3.1 of the Loan Agreement.

Any partial prepayments made by the undersigned will be applied against the remaining unpaid payments due hereunder in the inverse order of the maturity of such payments.

This is the “Term Loan B” referred to in the Loan Agreement and is entitled to the benefits of all of the terms and conditions and the security of all of the security interests and liens granted by Borrower or any other person to Lender pursuant to the Loan Agreement or any of the other Loan Documents including, without limitation, provisions regarding mandatory and/or optional prepayment rights and premiums. Upon the occurrence of any Event of Default, the entire unpaid principal amount owed Lender hereunder shall become immediately due and payable hereof without further notice or demand.

Whenever any payment to be made under this Note shall otherwise be due on a day that is not a Banking Day, such payment shall be made on the next succeeding Banking Day, and such extension of time shall be included in computing interest in connection with any such payment.

Borrower and all other parties who, at any time, may be liable hereon in any capacity waive presentment, demand for payment, protest and notice of dishonor of this Note. This Note may not be changed orally, but only by an agreement in writing which is signed by the holder and the party or parties against whom enforcement of any waiver, change, modification or discharge is sought.

This Note shall be governed by and construed under the internal laws of the State of New York, as the same may from time to time be in effect, without regard to principles of conflicts of laws thereof.

Exhibit (b)(5)

IN WITNESS WHEREOF, the undersigned has executed this Note on the day and year first above written.

HUDSON TECHNOLOGIES COMPANY
By:	/s/ Brian F. Coleman
Name: Brian F. Coleman
Title: President and Chief Operating Officer

EX-99.E1

Exhibit (e)(1)

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT is dated as of June 28, 2007 (this “Agreement”) among Fleming US Discovery Fund III, L.P. (“Fleming Fund I”), Fleming US Discovery Offshore Fund III, L.P. (“Fleming Fund II” and, together with Fleming Fund I, the “Sellers”) and Hudson Technologies, Inc., a New York corporation (the “Company”).

WHEREAS, Fleming Fund I currently owns 16,493,481 shares of the common stock, $.01 par value (the “Common Stock”), of the Company and Fleming Fund II currently owns 2,643,968 shares of the Common Stock of the Company;

WHEREAS, the Company desires to purchase from the Sellers and the Sellers desire to sell to the Company, 5,680,800 shares of the Common Stock of the Company (the “Shares”) at a purchase price of $0.65 per share, for a total consideration of $3,692,520;

WHEREAS, simultaneously with the execution and delivery of this Agreement, certain members of the Company’s management (“Management”) will purchase a total of 9,230,800 shares of the Common Stock of the Company from Fleming Fund I at a purchase price of $0.65 per share, for a total consideration of $6,000,020 pursuant to the Stock Purchase Agreements between Fleming Fund I and Management dated as of the date hereof;

WHEREAS, the Sellers, the Company and Management are parties to that certain Letter Agreement (the “Letter Agreement”) with Morgan, Lewis & Bockius, LLP (“Morgan Lewis”) as escrow agent, providing for the manner in which the closing of the transactions contemplated by this Agreement and the Stock Purchase Agreements between Fleming Fund I and Management will take place, and providing for the delivery by the Sellers of the executed Stock Purchase Agreements and the Transfer Documentation (as defined in the Letter Agreement) and the delivery by the Company and Management of the Purchase Price (as defined in the Letter Agreement) and the executed Stock Purchase Agreements to Morgan Lewis to be held in escrow pursuant to the terms of the Letter Agreement;

WHEREAS, immediately following the Initial Closing Date (as defined herein) and subject to the terms and conditions described in the offer documentation as required by the applicable securities laws, the Company shall commence a tender offer to all shareholders of the Company (the “Tender Offer”) pursuant to which the Company will offer to purchase up to 1,637,217 shares of the Common Stock of the Company (the “Tender Offer Shares”) at a purchase price equal to the last sale price of the Common Stock on the trading date immediately prior to the commencement of the Tender Offer (the “Tender Offer Price”), all as set forth in the applicable offer documentation, as required by applicable securities laws;

WHEREAS, the Sellers and the Company intend to enter into a Second Letter Agreement (the “Second Letter Agreement”) with Morgan, Lewis & Bockius, LLP (“Morgan Lewis”) as escrow agent, providing for the manner in which the closing of the transactions contemplated by Section 1.2 of this Agreement between the Sellers and the Company will take place and the delivery by the Sellers of the Transfer Documentation (as defined in the Second Letter Agreement) and the delivery by the Company of the Purchase Price (as defined in the Second Letter Agreement) to Morgan Lewis to be held in escrow pursuant to the terms of the Second Letter Agreement; and

WHEREAS, following the completion of the Tender Offer, the Company will use any remaining funds available in the Loan Reserve (as defined herein) to purchase the Additional Shares (as defined herein) in accordance with Section 4.1 of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE OF STOCK

1.1 Purchase and Sale of the Shares. Subject to the terms and conditions of this Agreement, at the Initial Closing (as defined herein):

(a)The Sellers shall sell to the Company, and the Company shall purchase from each of the Sellers, the Shares designated on Schedule A at a purchase price per share of $0.65;

(b)In accordance with the terms of the Letter Agreement attached hereto as Schedule B the Sellers will deliver to Morgan Lewis (with copies to the Company) their stock certificates representing the Shares, accompanied by medallion guaranteed stock powers duly executed in blank, together with an executed letter of instruction from the Sellers to Continental Stock Transfer & Trust Company (the “Transfer Agent”) instructing the Transfer Agent to issue to the Company a new stock certificate representing the Shares purchased by the Company (which shall be retired upon receipt) pursuant to this Agreement (collectively, the “Transfer Documentation”).

(c)In accordance with the terms of the Letter Agreement, upon delivery to the Company of a copy of the Transfer Documentation, Morgan Lewis shall release: (i) the Purchase Price to Fleming, and (ii) the Transfer Documentation to the Transfer Agent, without any further action by the Company.

1.2 Purchase and Sale of the Additional Shares. Subject to the terms and conditions of this Agreement, at the Final Closing (as defined herein):

(a)Each of the Sellers shall sell to the Company, in proportion to their respective share ownership percentage, and the Company shall purchase from each of the Sellers, the Additional Shares (as defined herein), if any, at the Tender Offer Price;

(b)In accordance with the terms of the Second Letter Agreement attached hereto as Schedule C the Sellers will deliver to Morgan Lewis (with copies to the Company) their stock certificates representing the Additional Shares, accompanied by medallion guaranteed stock powers duly executed in blank, together with an executed letter of instruction from the Sellers to the Transfer Agent instructing the Transfer Agent to issue to the Company new stock certificates representing the Additional Shares purchased by the Company (which shall be retired upon receipt) pursuant to this Agreement (collectively, the “Second Transfer Documentation”).

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(c)In accordance with the terms of the Second Letter Agreement, upon delivery to the Company of a copy of the Second Transfer Documentation, Morgan Lewis shall release: (i) the Purchase Price to Fleming, and (ii) the Second Transfer Documentation to the Transfer Agent, without any further action by the Company.

1.3 Closing. The closing for the purchase of the Shares (the “Initial Closing”) shall take place on the date on which the conditions set forth in Section 5.1 are satisfied or waived (the date on which the Closing occurs is referred to herein as the “Initial Closing Date”). The closing for the purchase of any Additional Shares (the “Final Closing”) shall take place no earlier than eleven (11) business days after the expiration of the Tender Offer and no later than 12 business days after the expiration of the Tender Offer (the date on which the Final Closing occurs is referred to herein as the “Final Closing Date”). The Initial Closing and the Final Closing shall take place at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York, and the Initial Closing and the Final Closing shall be effective as of the close of business on the Initial Closing Date and the Final Closing Date, respectively.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to each of the Sellers as follows:

2.1 Organization, Standing and Power. The Company is duly organized, validly existing and in good standing under the laws of the State of New York, and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereby and the execution and delivery of this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

2.2 Consents and Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by it of the transactions contemplated hereby.

2.3 No Conflict. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with or result in a breach or violation of, or a default under, (a) the Company’s organizational documents or (b) any contract, agreement or instrument by which the Company or any of the Company’s properties is bound or any judgment, order, decree, statute, rule, regulation or other law to which the Company or its properties or assets is subject.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Each of the Sellers represent and warrant to the Company as follows:

3.1 Organization, Standing and Power. Each of the Sellers is duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereby and the execution and delivery of this Agreement constitutes a legal, valid and binding obligation of each of the Sellers, enforceable against each of the Sellers in accordance with its terms.

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3.2 Ownership of Shares. Each Seller is the sole record and beneficial owner of their respective Shares and Additional Shares and sole owner of all interests in the Shares and Additional Shares. When paid for in accordance with the terms of this Agreement, the Shares and Additional Shares will be transferred to the Company free of any liens, claims, restrictions, security interests or encumbrances, except for restrictions on transfer provided for under the Securities Act.

3.3 Consents and Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to the Sellers in connection with the execution and delivery of this Agreement by each of the Sellers or the consummation by them of the transactions contemplated hereby.

3.4 No Conflict. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with or result in a breach or violation of, or a default under, (a) the Sellers’ organizational documents or (b) any contract, agreement or instrument by which the Sellers or any of the Sellers’ properties is bound or any judgment, order, decree, statute, rule, regulation or other law to which the Sellers or its properties or assets is subject.

ARTICLE IV

COVENANTS

4.1 Tender Offer. Immediately following the Initial Closing, the Company agrees to proceed with the Tender Offer to all shareholders at the Tender Offer Price. The Sellers hereby represent that they do not intend to participate in the Tender Offer. The Company shall use the funds representing the Loan Reserve (defined herein) to purchase the Tender Offer Shares in the Tender Offer. To the extent that the shareholders do not tender their shares in the Company’s Tender Offer, and some or all of the Tender Offer Funds have not been used in the Tender Offer, the Company will utilize all remaining available funds in the Loan Reserve to purchase and retire additional shares (the “Additional Shares”) from the Sellers, in proportion to their respective share ownership percentage, at the Tender Offer Price in accordance with Section 1.2 of this Agreement.

4.2 Terminated Stockholders’ Agreement. The Company and the Sellers agree that, as of the Initial Closing Date, that certain Stockholders’ Agreement dated as of March 30, 1999 (the “Stockholders’ Agreement”), among Kevin J. Zugibe, Thomas P. Zugibe and Stephen P. Mandracchia (the “Individuals”), the Company and the Sellers is hereby terminated and rendered null and void, and each of the Sellers shall have no further rights or obligations pursuant to the Stockholders’ Agreement. Additionally, following the Initial Closing, the Company will cause the Individuals to provide the necessary consents or approvals to release each of the Sellers from any further rights and obligations pursuant to the Stockholders’ Agreement.

4.3 Terminated Registration Rights Agreement. The Company and the Sellers agree that, as of the Initial Closing Date, that certain Registration Rights Agreement dated as of March 30, 1999 (the “Registration Rights Agreement”), between the Company and the Sellers is hereby terminated and rendered null and void, and each of the Sellers shall have no further rights or obligations pursuant to the Registration Rights Agreement.

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ARTICLE V

CONDITIONS TO CLOSING

5.1 Conditions to the Obligations of the Sellers and the Company. The obligations of the Sellers and the Company to consummate the transactions contemplated hereby are subject to the satisfaction on the Initial Closing Date of the following conditions, compliance with which, or the occurrence of which, may be jointly waived in writing prior to the Initial Closing Date by the Sellers and the Company in their sole discretion:

(a)The execution and delivery of those certain Stock Purchase Agreements dated as of the date hereof, between Fleming Fund I and Management.

(b)Evidence in a form reasonably satisfactory to the Seller that a reserve has been established under the Amended and Restated Loan Agreement between the Company and Keltic Financial Partners, LP, dated April 18, 2006, in the amount of $1,307,550 (the “Loan Reserve”), which Loan Reserve may be used only to make payment to those shareholders who tender shares in the Company’s Tender Offer and/or, to the extent the shareholders do not tender their shares in the Tender Offer, to make payment to Sellers for the purchase by the Company of the Additional Shares in accordance with Section 4.1 above.

ARTICLE VI

MISCELLANEOUS

6.1 Waiver, Amendment. No amendment of any provision of this Agreement shall be valid unless such amendment is in writing and signed by each party hereto. No waiver by any party hereto of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. No waiver shall be valid unless such waiver is in writing and signed by the party against whom such waiver is sought to be enforced.

6.2 Assignability. Except as otherwise provided under this Agreement, neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto without the prior written consent of the Sellers (in the event of an assignment by the Company).

6.3 Headings. The headings used in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

6.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York.

6.5 Consent to Jurisdiction and Service of Process. EACH PARTY HERETO CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW YORK IN THE STATE OF NEW YORK AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE LITIGATED IN SUCH COURTS. EACH PARTY HERETO ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF SUCH COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF SUCH COURTS IN ANY SUCH ACTION OR PROCEEDING.

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6.6 Waiver of Jury Trial. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO.

6.7 Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart to this Agreement.

6.8 Binding Effect. The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, and permitted successors and assigns.

6.9 Entire Agreement; Third-Party Beneficiaries. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and thereof. Except as otherwise expressly provided in this Agreement, no third-party beneficiaries are intended or shall be deemed to be created hereby.

6.10 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by such provision or its severance herefrom and (d) in lieu of such provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such provision as may be possible.

6.11 Specific Performance. Each of the parties to this Agreement agrees and acknowledges that any breach by any party of its obligations under this Agreement could not be adequately compensated for by damages. Accordingly, if either of the parties breaches its obligations under this Agreement, the other party shall be entitled, in addition to any other remedy that they may have, to obtain enforcement of this Agreement by decree of specific performance.

6.12 Further Assurances. Each of the parties shall execute such documents and perform such further acts as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first set forth above.

FLEMING US DISCOVERY FUND III, L.P.

By: Fleming US Discovery Partners, L.P.,

its general partner

By: Fleming US Discovery, LLC,

its general partner

By:  /s/ Robert L. Burr

Name:

Title:

FLEMING US DISCOVERY OFFSHORE FUND III, L.P.

By: Fleming US Discovery Partners, L.P.,

its general partner

By: Fleming US Discovery, LLC,

its general partner

By:  /s/ Robert L. Burr

Name:

Title:

HUDSON TECHNOLOGIES, INC.

By:  /s/ Brian F. Coleman

Name:

Title:

Signature Page to Stock Purchase Agreement

Schedule A

Sellers	Shares	Purchase Price
FLEMING FUND I	3,620,017	$2,353,011.00
FLEMING FUND II	2,060,783	$1,339,509.00

Schedule B

May 30, 2007

Fleming US Discovery Fund III, L.P.

Fleming US Discovery Offshore Fund III, L.P.

1221 Avenue of the Americas

40th Floor

New York, NY 10020

Attn: Robert L. Burr

Hudson Technologies, Inc.

275 North Middletown Road

Pearl River, New York 10965

Attn: Stephen P. Mandracchia

Kevin J. Zugibe

Stephen P. Mandracchia

Brian F. Coleman

James R. Buscemi

Joseph Longo

c/o Hudson Technologies, Inc.

275 North Middletown Road

Pearl River, New York 10965

Re: Letter Agreement regarding Escrow Closing

Dear Gentlemen:

This Letter Agreement (“Letter Agreement”) is made in reference to (i) a proposed Stock Purchase Agreement, to be entered into on or about June 8, 2007, among Fleming US Discovery Fund III, L.P., Fleming, US Discovery Offshore Fund III, L.P. (collectively, “Fleming”) and Hudson Technologies, Inc. (the “Company”), and (ii) proposed Stock Purchase Agreements, to be entered into on or about June 8, 2007, among Fleming US Discovery Fund III, L.P. and each of Kevin J. Zugibe, Stephen P. Mandracchia, Brian F. Coleman, James R. Buscemi, and Joseph Longo (collectively, the “Purchasers”)(the stock purchase agreements referred to in clauses (i) and (ii) above are hereinafter collectively referred to as, the “Stock Purchase Agreements”).

The purpose of this Letter Agreement is to set out the limited role of Morgan, Lewis & Bockius LLP (“Morgan Lewis”) as escrow agent for the Purchase Price (as defined herein).

The Company, the Purchasers and Fleming desire to close the transactions contemplated by the Stock Purchase Agreements on or about June 8, 2007, or on such other date as the parties agree.

By acceptance of this Letter Agreement, the parties hereby confirm and agree as follows:

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1. Escrow Deposit. The Company and the Purchasers will deliver by wire transfer to Morgan Lewis, to hold on deposit in the Morgan Lewis attorney trust account (“Attorney Trust Account”), the following respective amounts, representing the anticipated purchase price under each of the respective Stock Purchase Agreements (collectively, the “Purchase Price”):

Purchaser		Anticipated Purchase Price
Hudson Technologies, Inc.	$	3,692,520.00
Kevin J. Zugibe	$	4,199,975.00
Stephen P. Mandracchia	$	1,300,000.00
Brian F. Coleman	$	210,015.00
James R. Buscemi	$	189,995.00
Joseph Longo	$	100,035.00
Total	$	9,692,540.00

The Purchase Price represents the total consideration to be paid in connection with the stock purchase transactions pursuant to the proposed Stock Purchase Agreements. Morgan Lewis will hold the Purchase Price in a non-interest bearing account with Citibank, N.A. in New York, New York. No later than one (1) business day following its receipt of all of the funds constituting the Purchase Price, Morgan Lewis shall send confirmation to Fleming and the Company of its receipt, and deposit into its Attorney Trust Account, of the Purchase Price. Confirmation shall be sent via facsimile to the Company at (845) 512-6070, and to Fleming at (803) 874-1962.

2. Transfer Documentation. The closing for the transactions contemplated by the Stock Purchase Agreements (the “Closing”) shall take place no later than (3) business days following confirmation by Morgan Lewis of receipt of the Purchase Price. At the Closing, the parties will execute and exchange their respective Stock Purchase Agreements and Fleming will deliver to Morgan Lewis (a copy of which shall be provided to the Company) its stock certificates representing the shares being sold pursuant to the Stock Purchase Agreements, accompanied by medallion guaranteed stock powers duly executed in blank, together with an executed letter of instruction from the Sellers to Continental Stock Transfer & Trust Company (the “Transfer Agent”) instructing the Transfer Agent to issue to the Company and each of the Purchasers new stock certificates representing the shares of the common stock of the Company purchased by the Company (which shall be retired upon receipt) and each of the Purchasers pursuant to their respective Stock Purchase Agreements (collectively, the “Transfer Documentation”).

3. Release of Purchase Price. Upon delivery to the Company of a copy of the Transfer Documentation, Morgan Lewis shall release (i) the Purchase Price to Fleming and (ii) the Transfer Documentation to the Transfer Agent, without any further action by the Company or the Purchasers.

4. Termination. If the Closing does not within ten (10) days of confirmation by Morgan Lewis of receipt of the Purchase Price, Morgan Lewis shall return to the Company and the Purchasers their respective portion of the Purchase Price without interest or deduction.

5. Indemnification. Each of Fleming, the Company and the Purchasers agree: (a)  to indemnify, defend and hold harmless Morgan Lewis and its partners, employees and agents for any and all claims, liabilities, obligations, losses, damages, costs, fines, fees, penalties, deficiencies and out-of-pocket expenses (including without limitation reasonable attorneys’ fees) suffered, incurred or sustained by any of them or to which any of them becomes subject resulting from, arising out of or relating to an action suit or other claim which in any way, directly or indirectly arises out of or relates to this Letter Agreement or the performance by any such person or entity hereunder, except to the extent caused by the gross negligence or willful misconduct of any such person or entity hereunder; (b) to indemnify Morgan Lewis for any failure or error on the part of Citibank, N.A. to execute instructions received from authorized Morgan Lewis attorneys or staff and for any circumstance of financial failure of Citibank, N.A. and (c) that it has no objection to, and waives any conflicts arising from, the representation by Morgan Lewis’ role as limited escrow agent pursuant to the terms of this Letter Agreement.

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6. Notices. All notices, requests, demands, claims and other communications to any party hereunder shall be in writing and shall be deemed to be effective and to have been duly given on the next business day if delivered by a nationally recognized overnight courier, or on the same day if delivered by hand against written receipt, or sent by facsimile, addressed as follows:

if to Fleming, addressed to it at the following address, or at such other address as it shall have furnished to Morgan Lewis in writing:

Fleming US Discovery Fund III, L.P.

Fleming US Discovery Offshore Fund III, L.P.

1221 Avenue of the Americas

40th Floor

New York, NY 10020

Facsimile: (803) 874-1962

Attn: Robert L. Burr

with a copy to:

Morgan, Lewis & Bockius LLP

101 Park Avenue

New York, NY 10178

Facsimile: (212) 309-6001

Attention: David W. Pollak, Esq.

if to the Company, addressed to it at the following address, or at such other address as it shall have furnished to Morgan Lewis in writing:

Hudson Technologies, Inc.

275 North Middletown Road

Pearl River, New York 10965

Facsimile: (845) 512-6070

Attn: Stephen P. Mandracchia

with a copy to:

Blank Rome LLP

405 Lexington Avenue

New York, NY 10174

Facsimile: (212) 885-5001

Attention: Ethan M. Seer, Esq.

if to a Purchaser, addressed to him in care of the following address, or at such other address as he shall have furnished to Morgan Lewis in writing:

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c/o Hudson Technologies, Inc.

275 North Middletown Road

Pearl River, New York 10965

Facsimile: (845) 512-6070

if to Morgan Lewis, addressed to it at the following address:

Morgan, Lewis & Bockius LLP

101 Park Avenue

New York, NY 10178

Facsimile: (212) 309-6001

Attention: David W. Pollak, Esq.

7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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Please acknowledge your agreement to and acceptance of the terms of this Letter Agreement by signing in the space provided below.

Very truly yours,
MORGAN, LEWIS & BOCKIUS LLP
By:	/s/ David W. Pollak
	Name: David W. Pollak
	Title: Partner

Accepted and agreed:

FLEMING US DISCOVERY FUND III, L.P.

By: Fleming US Discovery Partners, L.P.,

its general partner

By: Fleming US Discovery, LLC,

its general partner

By:  /s/ Robert L. Burr

Name:

Title:

FLEMING US DISCOVERY OFFSHORE FUND III, L.P.

By: Fleming US Discovery Partners, L.P.,

its general partner

By: Fleming US Discovery, LLC,

its general partner

By:  /s/ Robert L. Burr

Name:

Title:

HUDSON TECHNOLOGIES, INC.

By:  /s/ Brian F. Coleman

Name:

Title:

/s/ Stephen P. Mandracchia

Stephen P. Mandracchia

/s/ Kevin J. Zugibe

Kevin J. Zugibe

/s/ Brian F. Coleman

Brian F. Coleman

/s/ James R. Buscemi

James R. Buscemi

/s/ Joseph Longo

Joseph Longo

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Schedule C

[·], 2007

Fleming US Discovery Fund III, L.P.

Fleming US Discovery Offshore Fund III, L.P.

1221 Avenue of the Americas

40th Floor

New York, NY 10020

Attn: Robert L. Burr

Hudson Technologies, Inc.

275 North Middletown Road

Pearl River, New York 10965

Attn: Stephen P. Mandracchia

Re: Second Letter Agreement regarding Escrow Closing

Dear Gentlemen:

This Second Letter Agreement (“Letter Agreement”) is made in reference to that certain Stock Purchase Agreement, dated as of June [·], 2007, among Fleming US Discovery Fund III, L.P., Fleming US Discovery Offshore Fund III, L.P. (collectively, “Fleming”) and Hudson Technologies, Inc. (the “Company) (the “Stock Purchase Agreement”).

The purpose of this Letter Agreement is to set out the limited role of Morgan, Lewis & Bockius LLP (“Morgan Lewis”) as escrow agent for the Purchase Price (as defined herein).

The Company and Fleming desire to close the transactions contemplated by Section 1.2 of the Stock Purchase Agreement on or about [·], 2007, or on such other date as the parties agree.

By acceptance of this Letter Agreement, the parties hereby confirm and agree as follows:

1. Escrow Deposit. The Company will deliver by wire transfer to Morgan Lewis, to hold on deposit in the Morgan Lewis attorney trust account (“Attorney Trust Account”), the following amount, representing the anticipated purchase price for the Additional Shares (as defined in Section 4.1 of the Stock Purchase Agreement) under Section 1.2 of the Stock Purchase Agreement (the “Purchase Price”):

Purchaser	Anticipated Purchase Price
Hudson Technologies, Inc.	$	[1,307,500.00	]
Total	$	[1,307,500.00	]

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The Purchase Price represents the total consideration to be paid in connection with transactions contemplated by Section 1.2 of the Stock Purchase Agreement. Morgan Lewis will hold the Purchase Price in a non-interest bearing account with Citibank, N.A. in New York, New York. No later than one (1) business day following its receipt of all of the funds constituting the Purchase Price, Morgan Lewis shall send confirmation to Fleming and the Company of its receipt, and deposit into its Attorney Trust Account, of the Purchase Price. Confirmation shall be sent via facsimile to the Company at (845) 512-6070, and to Fleming at (803) 874-1962.

2. Transfer Documentation. The closing for the transactions contemplated by Section 1.2 of the Stock Purchase Agreement (the “Closing”) shall take place no later than (3) business days following confirmation by Morgan Lewis of receipt of the Purchase Price. At the Closing, Fleming will deliver to Morgan Lewis (a copy of which shall be provided to the Company) its stock certificates representing the shares being sold pursuant to Section 1.2 of the Stock Purchase Agreement, accompanied by medallion guaranteed stock powers duly executed in blank, together with an executed letter of instruction from Fleming to Continental Stock Transfer & Trust Company (the “Transfer Agent”) instructing the Transfer Agent to issue to the Company a new stock certificate representing the shares of the common stock of the Company purchased by the Company (which shall be retired upon receipt) pursuant to the Stock Purchase Agreement (collectively, the “Transfer Documentation”).

3. Release of Purchase Price. Upon delivery to the Company of a copy of the Transfer Documentation, Morgan Lewis shall release (i) the Purchase Price to Fleming and (ii) the Transfer Documentation to the Transfer Agent, without any further action by the Company.

4. Termination. If the Closing does not within ten (10) days of confirmation by Morgan Lewis of receipt of the Purchase Price, Morgan Lewis shall return to the Company the Purchase Price without interest or deduction.

5. Indemnification. Each of Fleming and the Company agree: (a)  to indemnify, defend and hold harmless Morgan Lewis and its partners, employees and agents for any and all claims, liabilities, obligations, losses, damages, costs, fines, fees, penalties, deficiencies and out-of-pocket expenses (including without limitation reasonable attorneys’ fees) suffered, incurred or sustained by any of them or to which any of them becomes subject resulting from, arising out of or relating to an action suit or other claim which in any way, directly or indirectly arises out of or relates to this Letter Agreement or the performance by any such person or entity hereunder, except to the extent caused by the gross negligence or willful misconduct of any such person or entity hereunder; (b) to indemnify Morgan Lewis for any failure or error on the part of Citibank, N.A. to execute instructions received from authorized Morgan Lewis attorneys or staff and for any circumstance of financial failure of Citibank, N.A. and (c) that it has no objection to, and waives any conflicts arising from, the representation by Morgan Lewis’ role as limited escrow agent pursuant to the terms of this Letter Agreement.

6. Notices. All notices, requests, demands, claims and other communications to any party hereunder shall be in writing and shall be deemed to be effective and to have been duly given on the next business day if delivered by a nationally recognized overnight courier, or on the same day if delivered by hand against written receipt, or sent by facsimile, addressed as follows:

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if to Fleming, addressed to it at the following address, or at such other address as it shall have furnished to Morgan Lewis in writing:

Fleming US Discovery Fund III, L.P.

Fleming US Discovery Offshore Fund III, L.P.

1221 Avenue of the Americas

40th Floor

New York, NY 10020

Facsimile: (803) 874-1962

Attn: Robert L. Burr

with a copy to:

Morgan, Lewis & Bockius LLP

101 Park Avenue

New York, NY 10178

Facsimile: (212) 309-6001

Attention: David W. Pollak, Esq.

if to the Company, addressed to it at the following address, or at such other address as it shall have furnished to Morgan Lewis in writing:

Hudson Technologies, Inc.

275 North Middletown Road

Pearl River, New York 10965

Facsimile: (845) 512-6070

Attn: Stephen P. Mandracchia

with a copy to:

Blank Rome LLP

405 Lexington Avenue

New York, NY 10174

Facsimile: (212) 885-5001

Attention: Ethan M. Seer, Esq.

if to Morgan Lewis, addressed to it at the following address:

Morgan, Lewis & Bockius LLP

101 Park Avenue

New York, NY 10178

Facsimile: (212) 309-6001

Attention: David W. Pollak, Esq.

7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York.

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Please acknowledge your agreement to and acceptance of the terms of this Letter Agreement by signing in the space provided below.

Very truly yours,
MORGAN, LEWIS & BOCKIUS LLP
By:
	Name: David W. Pollak
	Title:Partner

Accepted and agreed:

FLEMING US DISCOVERY FUND III, L.P.

By: Fleming US Discovery Partners, L.P.,

its general partner

By: Fleming US Discovery, LLC,

its general partner

By:

Name:

Title:

FLEMING US DISCOVERY OFFSHORE FUND III, L.P.

By: Fleming US Discovery Partners, L.P.,

its general partner

By: Fleming US Discovery, LLC,

its general partner

By:

Name:

Title:

HUDSON TECHNOLOGIES, INC.

By:

Name:

Title:

EX-99.E2

Exhibit (e)(2)

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT is dated as of June 28, 2007 (this “Agreement”) by and between Fleming US Discovery Fund III, L.P. (the “Seller”) and Kevin J. Zugibe (the “Purchaser”).

WHEREAS, the Seller currently owns 16,493,481 shares of the common stock, $.01 par value (the “Common Stock”), of Hudson Technologies, Inc., a New York corporation (the “Company”);

WHEREAS, the Purchaser is a member of the Company’s management;

WHEREAS, the Purchaser desires to purchase from the Seller, and the Seller desires to sell to the Purchaser, 6,461,500 shares of the Common Stock of the Company (the “Shares”) at a purchase price of $0.65 per share, for a total consideration of $4,199,975 (the “Purchase Price”);

WHEREAS, simultaneously with the execution and delivery of this Agreement, the Seller will sell to additional members of the Company’s management (“Additional Purchasers”) and the Additional Purchasers will purchase from the Seller, a certain number of shares of the Common Stock of the Company at a purchase price of $0.65 per share pursuant to Stock Purchase Agreements between each Additional Purchaser and the Seller dated as of the date hereof;

WHEREAS, the Purchaser and the Additional Purchasers will, in the aggregate, purchase from Seller a total of 9,230,800 shares of the Common Stock of the Company, for a total consideration of $6,000,020;

WHEREAS, simultaneously with the execution and delivery of this Agreement, the Company will purchase a total of 5,680,800 shares of its Common Stock from the Seller and Fleming US Discovery Offshore Fund III, L.P. (collectively, the “Funds”), at a purchase price of $0.65 per share, for a total consideration of $3,692,520 pursuant to that certain Stock Purchase Agreement between the Company and the Funds dated as of the date hereof; and

WHEREAS, the Funds, the Purchaser, the Additional Purchasers and the Company are all parties to that certain Letter Agreement (the “Letter Agreement”) with Morgan, Lewis & Bockius, LLP (“Morgan Lewis”) as escrow agent, providing for the manner in which the closing of the transactions contemplated by this Agreement, and the Stock Purchase Agreements between the Seller and the Additional Purchasers, and the Stock Purchase Agreement between the Funds and the Company will take place, and providing for the delivery by the Funds of the executed Stock Purchase Agreements and the Transfer Documentation (as defined in the Letter Agreement) and the delivery by the Purchaser, the Additional Purchasers and the Company of the Purchase Price (as defined in the Letter Agreement) and the executed Stock Purchase Agreements to Morgan Lewis to be held in escrow pursuant to the terms of the Letter Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE OF STOCK

1.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing:

(a)The Seller shall sell to the Purchaser the Shares and the Purchaser shall purchase from the Seller the Shares at the Purchase Price;

(b)In accordance with the terms of the Letter Agreement, the Seller will deliver to Morgan Lewis (with copies to the Purchaser) its stock certificates representing the shares being sold pursuant to the Stock Purchase Agreement, accompanied by medallion guaranteed stock powers duly executed in blank, together with an executed letter of instruction from the Seller to Continental Stock Transfer & Trust Company (the “Transfer Agent”) instructing the Transfer Agent to issue to the Purchaser a new stock certificate representing the shares of the common stock of the Company purchased by the Purchaser pursuant to this Agreement (collectively, the “Transfer Documentation”).

(c)In accordance with the terms of the Letter Agreement, upon delivery to the Purchaser of a copy of the Transfer Documentation, Morgan Lewis shall release: (i) the Purchase Price to the Seller, and (ii) the Transfer Documentation to the Transfer Agent, without any further action by the Purchaser.

1.2 Closing. The closing of the transactions contemplated hereby (the “Closing”) shall take place simultaneously with the execution and delivery of this Agreement (the date on which the Closing occurs is referred to herein as the “Closing Date”). The Closing shall take place at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York, and the Closing shall be effective as of the close of business on the Closing Date.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Seller as follows:

2.1 Organization, Standing and Power. The Purchaser has full legal capacity and authority to execute and deliver this Agreement and to perform its obligations hereby and thereby and the execution and delivery of this Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms.

2.2 Consents and Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to the Purchaser in connection with the execution and delivery of this Agreement by the Purchaser or the consummation by it of the transactions contemplated hereby.

2.3 Accredited Investor. The Purchaser is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Purchaser agrees to furnish to Seller any additional information reasonably requested by it to assure compliance with applicable Federal and state securities laws in connection with the purchase and sale of the Shares.

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2.4 No Reliance. The Purchaser is aware that an investment in the Company involves a high degree of risk. In making its decision to purchase the Shares being purchased by the Purchaser hereunder, the Purchaser acknowledges and represents that: (a) it has such business and financial experience as is required to give it the capacity to protect Purchaser’s own interests in connection with the purchase of the Shares; and (b) Purchaser will make his own investment decision regarding the Shares based on his own knowledge and investigation of the Company and the Shares.

2.5 Information Concerning the Company. The Purchaser has been given full access to all material information concerning the condition, properties, operations and prospects of the Company and its subsidiaries. The Purchaser and the Purchaser’s advisors (if any) have had an opportunity to ask questions of, and to receive information from, the Seller, the Company and persons acting on their behalf concerning the terms and conditions of the Purchaser’s purchase of the Shares, and to obtain any additional information necessary to verify the accuracy of the information and data received by the Purchaser. The Purchaser has made, either alone or together with the Purchaser’s advisors (if any), such independent investigation of the Company and its subsidiaries and related matters as the Purchaser deems to be, or the Purchaser’s advisors (if any) have advised to be, necessary or advisable in connection with the Purchaser’s purchase of the Shares, and the Purchaser and the Purchaser’s advisors (if any) have received all information and data which the Purchaser and the Purchaser’s advisors (if any) believe to be necessary in order to reach an informed decision as to the advisability of purchasing the Shares. The Purchaser acknowledges and agrees that, other than as expressly contained herein, no person makes any representation or warranty, expressed or implied, as to the accuracy or completeness of the information provided or to be provided to the Purchaser by any person and nothing contained in any documents provided to the Purchaser is, or shall be relied upon as, a promise or representation by any such person.

2.6 No Registration. The Purchaser understands that: (a) the Shares have not been registered under the Securities Act or under any state securities laws and that this transaction is being made by the Seller in reliance on an exemption under Section 4(1) of the Securities Act and exemptions under applicable state securities laws; (b) the Shares have not been approved or disapproved by the United States Securities and Exchange Commission or any other Federal or state regulatory agency, nor has any such agency passed on the merits of an investment in the Company; and (c) effective as of the Closing Date, that certain Registration Rights Agreement dated as of March 30, 1999 (the “Registration Rights Agreement”) and that certain Stockholders’ Agreement dated as of March 30, 1999 (the “Stockholders’ Agreement”) have been terminated and rendered null and void and, as such, Purchaser shall not acquire or succeed to any rights or privileges granted to Seller in either the Registration Rights Agreement of the Stockholders’ Agreement.

2.7 Restricted Securities. The Purchaser understands that, unless and until the Shares are registered, there are substantial restrictions on the transferability of the Shares and that the Purchaser must bear the economic risk of an investment in the Shares for an indefinite period of time, because the Shares have not been registered under the Securities Act or under the securities laws of certain states and, therefore, cannot be sold, transferred, assigned, hypothecated, pledged or otherwise disposed of unless they are registered under the Securities Act and under the applicable securities laws of such states, or an exemption from such registration is available.

2.8 No Resale. The Purchaser is purchasing the Shares solely for his own account and for investment only, and not with a view to or for the resale, distribution, subdivision or fractionalization thereof, and the Purchaser has no present intent to enter into any contract, undertaking, agreement or arrangement for any such purpose.

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2.9 Transfer Restrictions. The Purchaser understands that any certificate representing the Shares will bear substantially the following restrictive legend:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH THE APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS.”

2.10 No Solicitation. The Purchaser acknowledges that neither the Seller, the Company nor any other person offered to sell the Shares to the Purchaser by means of any form of general advertising, such as media advertising or seminars.

2.11 Disclosure. The Purchaser agrees and acknowledges that: (a) there are no representations or warranties by the Seller, or any other person relating to the transactions contemplated hereby other than those expressly set forth in this Agreement; and (b) the Purchaser has not relied and will not rely in respect of this Agreement or the transactions contemplated hereby upon any document or written or oral information previously furnished to or discovered by it, other than this Agreement. Neither the Seller, nor any other person will have or be subject to any liability to the Purchaser or any other person resulting from the distribution to the Purchaser, or the Purchaser’s use of, any information not contained in this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Purchaser of the Shares hereunder as follows:

3.1 Organization, Standing and Power. The Seller is duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder and thereunder.

3.2 Authority. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Seller. This Agreement has been duly executed and delivered by the Seller and constitute a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms except as such may be limited by applicable bankruptcy, insolvency and any other similar laws relating to creditors’ rights generally, and by general principles of equity.

3.3 Ownership of Shares. The Seller is the sole record and beneficial owner of the Shares and sole owner of all interests in the Shares. When paid for in accordance with the terms of this Agreement, the Shares will be transferred to the Purchaser free of any liens, claims, restrictions, security interests or encumbrances, except for restrictions on transfer provided for under the Securities Act.

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3.4 No Conflict. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with or result in a breach or violation of, or a default under, (a) the Seller’s organizational documents or (b) any contract, agreement or instrument by which the Seller or any of the Seller’s properties is bound or any judgment, order, decree, statute, rule, regulation or other law to which the Seller or its properties or assets is subject.

3.5 Consents and Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to the Seller in connection with the execution and delivery of this Agreement by the Seller or the consummation by it of the transactions contemplated hereby.

3.6 Termination of Prior Agreements. Effective as of the Closing, the Registration Rights Agreement and the Stockholders Agreement have been terminated and rendered null and void.

ARTICLE IV

CONDITION TO CLOSING

4.1 Condition to the Obligation of the Seller. The obligation of the Seller to consummate the transactions contemplated hereby is subject to the execution and delivery of that certain Stock Purchase Agreement dated as of the date hereof, between the Funds and the Company, and the consummation of the transactions contemplated thereby.

ARTICLE V

MISCELLANEOUS

5.1 Waiver, Amendment. No amendment of any provision of this Agreement shall be valid unless such amendment is in writing and signed by each party hereto. No waiver by any party hereto of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. No waiver shall be valid unless such waiver is in writing and signed by the party against whom such waiver is sought to be enforced.

5.2 Assignability. Except as otherwise provided under this Agreement, neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto without the prior written consent of the Seller (in the event of an assignment by a Purchaser).

5.3 Headings. The headings used in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

5.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York.

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5.5 Consent to Jurisdiction and Service of Process. EACH PARTY HERETO CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW YORK IN THE STATE OF NEW YORK AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE LITIGATED IN SUCH COURTS. EACH PARTY HERETO ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF SUCH COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF SUCH COURTS IN ANY SUCH ACTION OR PROCEEDING.

5.6 Waiver of Jury Trial. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO.

5.7 Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart to this Agreement.

5.8 Binding Effect. The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, and permitted successors and assigns.

5.9 Entire Agreement; Third-Party Beneficiaries. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and thereof. Except as otherwise expressly provided in this Agreement, no third-party beneficiaries are intended or shall be deemed to be created hereby.

5.10 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by such provision or its severance herefrom and (d) in lieu of such provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such provision as may be possible.

5.11 Specific Performance. Each of the parties to this Agreement agrees and acknowledges that any breach by any party of its obligations under this Agreement could not be adequately compensated for by damages. Accordingly, if either of the parties breaches its obligations under this Agreement, the other party shall be entitled, in addition to any other remedy that they may have, to obtain enforcement of this Agreement by decree of specific performance.

5.12 Further Assurances. Each of the parties shall execute such documents and perform such further acts as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first set forth above.

FLEMING US DISCOVERY FUND III, L.P.

By: Fleming US Discovery Partners, L.P.,

its general partner

By: Fleming US Discovery, LLC,

its general partner

By:  /s/ Robert L. Burr

Name:

Title:

/s/ Kevin J. Zugibe

Kevin J. Zugibe

EX-99.E3

Exhibit (e)(3)

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT is dated as of June 28, 2007 (this “Agreement”) by and between Fleming US Discovery Fund III, L.P. (the “Seller”) and Stephen P. Mandracchia (the “Purchaser”).

WHEREAS, the Seller currently owns 16,493,481 shares of the common stock, $.01 par value (the “Common Stock”), of Hudson Technologies, Inc., a New York corporation (the “Company”);

WHEREAS, the Purchaser is a member of the Company’s management;

WHEREAS, the Purchaser desires to purchase from the Seller, and the Seller desires to sell to the Purchaser, 2,000,000 shares of the Common Stock of the Company (the “Shares”) at a purchase price of $0.65 per share, for a total consideration of $1,300,000.00 (the “Purchase Price”);

WHEREAS, simultaneously with the execution and delivery of this Agreement, the Seller will sell to additional members of the Company’s management (“Additional Purchasers”) and the Additional Purchasers will purchase from the Seller, a certain number of shares of the Common Stock of the Company at a purchase price of $0.65 per share pursuant to Stock Purchase Agreements between each Additional Purchaser and the Seller dated as of the date hereof;

WHEREAS, the Purchaser and the Additional Purchasers will, in the aggregate, purchase from Seller a total of 9,230,800 shares of the Common Stock of the Company, for a total consideration of $6,000,020;

WHEREAS, simultaneously with the execution and delivery of this Agreement, the Company will purchase a total of 5,680,800 shares of its Common Stock from the Seller and Fleming US Discovery Offshore Fund III, L.P. (collectively, the “Funds”), at a purchase price of $0.65 per share, for a total consideration of $3,692,520 pursuant to that certain Stock Purchase Agreement between the Company and the Funds dated as of the date hereof; and

WHEREAS, the Funds, the Purchaser, the Additional Purchasers and the Company are all parties to that certain Letter Agreement (the “Letter Agreement”) with Morgan, Lewis & Bockius, LLP (“Morgan Lewis”) as escrow agent, providing for the manner in which the closing of the transactions contemplated by this Agreement, and the Stock Purchase Agreements between the Seller and the Additional Purchasers, and the Stock Purchase Agreement between the Funds and the Company will take place, and providing for the delivery by the Funds of the executed Stock Purchase Agreements and the Transfer Documentation (as defined in the Letter Agreement) and the delivery by the Purchaser, the Additional Purchasers and the Company of the Purchase Price (as defined in the Letter Agreement) and the executed Stock Purchase Agreements to Morgan Lewis to be held in escrow pursuant to the terms of the Letter Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE OF STOCK

1.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing:

(a)The Seller shall sell to the Purchaser the Shares and the Purchaser shall purchase from the Seller the Shares at the Purchase Price;

(b)In accordance with the terms of the Letter Agreement, the Seller will deliver to Morgan Lewis (with copies to the Purchaser) its stock certificates representing the shares being sold pursuant to the Stock Purchase Agreement, accompanied by medallion guaranteed stock powers duly executed in blank, together with an executed letter of instruction from the Seller to Continental Stock Transfer & Trust Company (the “Transfer Agent”) instructing the Transfer Agent to issue to the Purchaser a new stock certificate representing the shares of the common stock of the Company purchased by the Purchaser pursuant to this Agreement (collectively, the “Transfer Documentation”).

(c)In accordance with the terms of the Letter Agreement, upon delivery to the Purchaser of a copy of the Transfer Documentation, Morgan Lewis shall release: (i) the Purchase Price to the Seller, and (ii) the Transfer Documentation to the Transfer Agent, without any further action by the Purchaser.

1.2 Closing. The closing of the transactions contemplated hereby (the “Closing”) shall take place simultaneously with the execution and delivery of this Agreement (the date on which the Closing occurs is referred to herein as the “Closing Date”). The Closing shall take place at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York, and the Closing shall be effective as of the close of business on the Closing Date.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Seller as follows:

2.1 Organization, Standing and Power. The Purchaser has full legal capacity and authority to execute and deliver this Agreement and to perform its obligations hereby and thereby and the execution and delivery of this Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms.

2.2 Consents and Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to the Purchaser in connection with the execution and delivery of this Agreement by the Purchaser or the consummation by it of the transactions contemplated hereby.

2.3 Accredited Investor. The Purchaser is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Purchaser agrees to furnish to Seller any additional information reasonably requested by it to assure compliance with applicable Federal and state securities laws in connection with the purchase and sale of the Shares.

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2.4 No Reliance. The Purchaser is aware that an investment in the Company involves a high degree of risk. In making its decision to purchase the Shares being purchased by the Purchaser hereunder, the Purchaser acknowledges and represents that: (a) it has such business and financial experience as is required to give it the capacity to protect Purchaser’s own interests in connection with the purchase of the Shares; and (b) Purchaser will make his own investment decision regarding the Shares based on his own knowledge and investigation of the Company and the Shares.

2.5 Information Concerning the Company. The Purchaser has been given full access to all material information concerning the condition, properties, operations and prospects of the Company and its subsidiaries. The Purchaser and the Purchaser’s advisors (if any) have had an opportunity to ask questions of, and to receive information from, the Seller, the Company and persons acting on their behalf concerning the terms and conditions of the Purchaser’s purchase of the Shares, and to obtain any additional information necessary to verify the accuracy of the information and data received by the Purchaser. The Purchaser has made, either alone or together with the Purchaser’s advisors (if any), such independent investigation of the Company and its subsidiaries and related matters as the Purchaser deems to be, or the Purchaser’s advisors (if any) have advised to be, necessary or advisable in connection with the Purchaser’s purchase of the Shares, and the Purchaser and the Purchaser’s advisors (if any) have received all information and data which the Purchaser and the Purchaser’s advisors (if any) believe to be necessary in order to reach an informed decision as to the advisability of purchasing the Shares. The Purchaser acknowledges and agrees that, other than as expressly contained herein, no person makes any representation or warranty, expressed or implied, as to the accuracy or completeness of the information provided or to be provided to the Purchaser by any person and nothing contained in any documents provided to the Purchaser is, or shall be relied upon as, a promise or representation by any such person.

2.6 No Registration. The Purchaser understands that: (a) the Shares have not been registered under the Securities Act or under any state securities laws and that this transaction is being made by the Seller in reliance on an exemption under Section 4(1) of the Securities Act and exemptions under applicable state securities laws; (b) the Shares have not been approved or disapproved by the United States Securities and Exchange Commission or any other Federal or state regulatory agency, nor has any such agency passed on the merits of an investment in the Company; and (c) effective as of the Closing Date, that certain Registration Rights Agreement dated as of March 30, 1999 (the “Registration Rights Agreement”) and that certain Stockholders’ Agreement dated as of March 30, 1999 (the “Stockholders’ Agreement”) have been terminated and rendered null and void and, as such, Purchaser shall not acquire or succeed to any rights or privileges granted to Seller in either the Registration Rights Agreement of the Stockholders’ Agreement.

2.7 Restricted Securities. The Purchaser understands that, unless and until the Shares are registered, there are substantial restrictions on the transferability of the Shares and that the Purchaser must bear the economic risk of an investment in the Shares for an indefinite period of time, because the Shares have not been registered under the Securities Act or under the securities laws of certain states and, therefore, cannot be sold, transferred, assigned, hypothecated, pledged or otherwise disposed of unless they are registered under the Securities Act and under the applicable securities laws of such states, or an exemption from such registration is available.

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2.8 No Resale. The Purchaser is purchasing the Shares solely for his own account and for investment only, and not with a view to or for the resale, distribution, subdivision or fractionalization thereof, and the Purchaser has no present intent to enter into any contract, undertaking, agreement or arrangement for any such purpose.

2.9 Transfer Restrictions. The Purchaser understands that any certificate representing the Shares will bear substantially the following restrictive legend:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH THE APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS.”

2.10 No Solicitation. The Purchaser acknowledges that neither the Seller, the Company nor any other person offered to sell the Shares to the Purchaser by means of any form of general advertising, such as media advertising or seminars.

2.11 Disclosure. The Purchaser agrees and acknowledges that: (a) there are no representations or warranties by the Seller, or any other person relating to the transactions contemplated hereby other than those expressly set forth in this Agreement; and (b) the Purchaser has not relied and will not rely in respect of this Agreement or the transactions contemplated hereby upon any document or written or oral information previously furnished to or discovered by it, other than this Agreement. Neither the Seller, nor any other person will have or be subject to any liability to the Purchaser or any other person resulting from the distribution to the Purchaser, or the Purchaser’s use of, any information not contained in this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Purchaser of the Shares hereunder as follows:

3.1 Organization, Standing and Power. The Seller is duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder and thereunder.

3.2 Authority. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Seller. This Agreement has been duly executed and delivered by the Seller and constitute a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms except as such may be limited by applicable bankruptcy, insolvency and any other similar laws relating to creditors’ rights generally, and by general principles of equity.

3.3 Ownership of Shares. The Seller is the sole record and beneficial owner of the Shares and sole owner of all interests in the Shares. When paid for in accordance with the terms of this Agreement, the Shares will be transferred to the Purchaser free of any liens, claims, restrictions, security interests or encumbrances, except for restrictions on transfer provided for under the Securities Act.

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3.4 No Conflict. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with or result in a breach or violation of, or a default under, (a) the Seller’s organizational documents or (b) any contract, agreement or instrument by which the Seller or any of the Seller’s properties is bound or any judgment, order, decree, statute, rule, regulation or other law to which the Seller or its properties or assets is subject.

3.5 Consents and Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to the Seller in connection with the execution and delivery of this Agreement by the Seller or the consummation by it of the transactions contemplated hereby.

3.6 Termination of Prior Agreements. Effective as of the Closing, the Registration Rights Agreement and the Stockholders Agreement have been terminated and rendered null and void.

ARTICLE IV

CONDITION TO CLOSING

4.1 Condition to the Obligation of the Seller. The obligation of the Seller to consummate the transactions contemplated hereby is subject to the execution and delivery of that certain Stock Purchase Agreement dated as of the date hereof, between the Funds and the Company, and the consummation of the transactions contemplated thereby.

ARTICLE V

MISCELLANEOUS

5.1 Waiver, Amendment. No amendment of any provision of this Agreement shall be valid unless such amendment is in writing and signed by each party hereto. No waiver by any party hereto of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. No waiver shall be valid unless such waiver is in writing and signed by the party against whom such waiver is sought to be enforced.

5.2 Assignability. Except as otherwise provided under this Agreement, neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto without the prior written consent of the Seller (in the event of an assignment by a Purchaser).

5.3 Headings. The headings used in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

5.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York.

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5.5 Consent to Jurisdiction and Service of Process. EACH PARTY HERETO CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW YORK IN THE STATE OF NEW YORK AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE LITIGATED IN SUCH COURTS. EACH PARTY HERETO ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF SUCH COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF SUCH COURTS IN ANY SUCH ACTION OR PROCEEDING.

5.6 Waiver of Jury Trial. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO.

5.7 Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart to this Agreement.

5.8 Binding Effect. The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, and permitted successors and assigns.

5.9 Entire Agreement; Third-Party Beneficiaries. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and thereof. Except as otherwise expressly provided in this Agreement, no third-party beneficiaries are intended or shall be deemed to be created hereby.

5.10 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by such provision or its severance herefrom and (d) in lieu of such provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such provision as may be possible.

5.11 Specific Performance. Each of the parties to this Agreement agrees and acknowledges that any breach by any party of its obligations under this Agreement could not be adequately compensated for by damages. Accordingly, if either of the parties breaches its obligations under this Agreement, the other party shall be entitled, in addition to any other remedy that they may have, to obtain enforcement of this Agreement by decree of specific performance.

5.12 Further Assurances. Each of the parties shall execute such documents and perform such further acts as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first set forth above.

FLEMING US DISCOVERY FUND III, L.P.

By: Fleming US Discovery Partners, L.P.,

its general partner

By: Fleming US Discovery, LLC,

its general partner

By:  /s/ Robert L. Burr

Name:

Title:

/s/ Stephen P. Mandracchia

Stephen P. Mandracchia

EX-99.E4

Exhibit (e)(4)

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT is dated as of June 28, 2007 (this “Agreement”) by and between Fleming US Discovery Fund III, L.P. (the “Seller”) and Brian F. Coleman (the “Purchaser”).

WHEREAS, the Seller currently owns 16,493,481 shares of the common stock, $.01 par value (the “Common Stock”), of Hudson Technologies, Inc., a New York corporation (the “Company”);

WHEREAS, the Purchaser is a member of the Company’s management;

WHEREAS, the Purchaser desires to purchase from the Seller, and the Seller desires to sell to the Purchaser, 323,100 shares of the Common Stock of the Company (the “Shares”) at a purchase price of $0.65 per share, for a total consideration of $210,015 (the “Purchase Price”);

WHEREAS, simultaneously with the execution and delivery of this Agreement, the Seller will sell to additional members of the Company’s management (“Additional Purchasers”) and the Additional Purchasers will purchase from the Seller, a certain number of shares of the Common Stock of the Company at a purchase price of $0.65 per share pursuant to Stock Purchase Agreements between each Additional Purchaser and the Seller dated as of the date hereof;

WHEREAS, the Purchaser and the Additional Purchasers will, in the aggregate, purchase from Seller a total of 9,230,800 shares of the Common Stock of the Company, for a total consideration of $6,000,020;

WHEREAS, simultaneously with the execution and delivery of this Agreement, the Company will purchase a total of 5,680,800 shares of its Common Stock from the Seller and Fleming US Discovery Offshore Fund III, L.P. (collectively, the “Funds”), at a purchase price of $0.65 per share, for a total consideration of $3,692,520 pursuant to that certain Stock Purchase Agreement between the Company and the Funds dated as of the date hereof; and

WHEREAS, the Funds, the Purchaser, the Additional Purchasers and the Company are all parties to that certain Letter Agreement (the “Letter Agreement”) with Morgan, Lewis & Bockius, LLP (“Morgan Lewis”) as escrow agent, providing for the manner in which the closing of the transactions contemplated by this Agreement, and the Stock Purchase Agreements between the Seller and the Additional Purchasers, and the Stock Purchase Agreement between the Funds and the Company will take place, and providing for the delivery by the Funds of the executed Stock Purchase Agreements and the Transfer Documentation (as defined in the Letter Agreement) and the delivery by the Purchaser, the Additional Purchasers and the Company of the Purchase Price (as defined in the Letter Agreement) and the executed Stock Purchase Agreements to Morgan Lewis to be held in escrow pursuant to the terms of the Letter Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE OF STOCK

1.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing:

(a) The Seller shall sell to the Purchaser the Shares and the Purchaser shall purchase from the Seller the Shares at the Purchase Price;

(b) In accordance with the terms of the Letter Agreement, the Seller will deliver to Morgan Lewis (with copies to the Purchaser) its stock certificates representing the shares being sold pursuant to the Stock Purchase Agreement, accompanied by medallion guaranteed stock powers duly executed in blank, together with an executed letter of instruction from the Seller to Continental Stock Transfer & Trust Company (the “Transfer Agent”) instructing the Transfer Agent to issue to the Purchaser a new stock certificate representing the shares of the common stock of the Company purchased by the Purchaser pursuant to this Agreement (collectively, the “Transfer Documentation”).

(c) In accordance with the terms of the Letter Agreement, upon delivery to the Purchaser of a copy of the Transfer Documentation, Morgan Lewis shall release: (i) the Purchase Price to the Seller, and (ii) the Transfer Documentation to the Transfer Agent, without any further action by the Purchaser.

1.2 Closing. The closing of the transactions contemplated hereby (the “Closing”) shall take place simultaneously with the execution and delivery of this Agreement (the date on which the Closing occurs is referred to herein as the “Closing Date”). The Closing shall take place at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York, and the Closing shall be effective as of the close of business on the Closing Date.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Seller as follows:

2.1 Organization, Standing and Power. The Purchaser has full legal capacity and authority to execute and deliver this Agreement and to perform its obligations hereby and thereby and the execution and delivery of this Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms.

2.2 Consents and Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to the Purchaser in connection with the execution and delivery of this Agreement by the Purchaser or the consummation by it of the transactions contemplated hereby.

2.3 Accredited Investor. The Purchaser is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Purchaser agrees to furnish to Seller any additional information reasonably requested by it to assure compliance with applicable Federal and state securities laws in connection with the purchase and sale of the Shares.

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2.4 No Reliance. The Purchaser is aware that an investment in the Company involves a high degree of risk. In making its decision to purchase the Shares being purchased by the Purchaser hereunder, the Purchaser acknowledges and represents that: (a) it has such business and financial experience as is required to give it the capacity to protect Purchaser’s own interests in connection with the purchase of the Shares; and (b) Purchaser will make his own investment decision regarding the Shares based on his own knowledge and investigation of the Company and the Shares.

2.5 Information Concerning the Company. The Purchaser has been given full access to all material information concerning the condition, properties, operations and prospects of the Company and its subsidiaries. The Purchaser and the Purchaser’s advisors (if any) have had an opportunity to ask questions of, and to receive information from, the Seller, the Company and persons acting on their behalf concerning the terms and conditions of the Purchaser’s purchase of the Shares, and to obtain any additional information necessary to verify the accuracy of the information and data received by the Purchaser. The Purchaser has made, either alone or together with the Purchaser’s advisors (if any), such independent investigation of the Company and its subsidiaries and related matters as the Purchaser deems to be, or the Purchaser’s advisors (if any) have advised to be, necessary or advisable in connection with the Purchaser’s purchase of the Shares, and the Purchaser and the Purchaser’s advisors (if any) have received all information and data which the Purchaser and the Purchaser’s advisors (if any) believe to be necessary in order to reach an informed decision as to the advisability of purchasing the Shares. The Purchaser acknowledges and agrees that, other than as expressly contained herein, no person makes any representation or warranty, expressed or implied, as to the accuracy or completeness of the information provided or to be provided to the Purchaser by any person and nothing contained in any documents provided to the Purchaser is, or shall be relied upon as, a promise or representation by any such person.

2.6 No Registration. The Purchaser understands that: (a) the Shares have not been registered under the Securities Act or under any state securities laws and that this transaction is being made by the Seller in reliance on an exemption under Section 4(1) of the Securities Act and exemptions under applicable state securities laws; (b) the Shares have not been approved or disapproved by the United States Securities and Exchange Commission or any other Federal or state regulatory agency, nor has any such agency passed on the merits of an investment in the Company; and (c) effective as of the Closing Date, that certain Registration Rights Agreement dated as of March 30, 1999 (the “Registration Rights Agreement”) and that certain Stockholders’ Agreement dated as of March 30, 1999 (the “Stockholders’ Agreement”) have been terminated and rendered null and void and, as such, Purchaser shall not acquire or succeed to any rights or privileges granted to Seller in either the Registration Rights Agreement of the Stockholders’ Agreement.

2.7 Restricted Securities. The Purchaser understands that, unless and until the Shares are registered, there are substantial restrictions on the transferability of the Shares and that the Purchaser must bear the economic risk of an investment in the Shares for an indefinite period of time, because the Shares have not been registered under the Securities Act or under the securities laws of certain states and, therefore, cannot be sold, transferred, assigned, hypothecated, pledged or otherwise disposed of unless they are registered under the Securities Act and under the applicable securities laws of such states, or an exemption from such registration is available.

2.8 No Resale. The Purchaser is purchasing the Shares solely for his own account and for investment only, and not with a view to or for the resale, distribution, subdivision or fractionalization thereof, and the Purchaser has no present intent to enter into any contract, undertaking, agreement or arrangement for any such purpose.

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2.9 Transfer Restrictions. The Purchaser understands that any certificate representing the Shares will bear substantially the following restrictive legend:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH THE APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS.”

2.10 No Solicitation. The Purchaser acknowledges that neither the Seller, the Company nor any other person offered to sell the Shares to the Purchaser by means of any form of general advertising, such as media advertising or seminars.

2.11 Disclosure. The Purchaser agrees and acknowledges that: (a) there are no representations or warranties by the Seller, or any other person relating to the transactions contemplated hereby other than those expressly set forth in this Agreement; and (b) the Purchaser has not relied and will not rely in respect of this Agreement or the transactions contemplated hereby upon any document or written or oral information previously furnished to or discovered by it, other than this Agreement. Neither the Seller, nor any other person will have or be subject to any liability to the Purchaser or any other person resulting from the distribution to the Purchaser, or the Purchaser’s use of, any information not contained in this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Purchaser of the Shares hereunder as follows:

3.1 Organization, Standing and Power. The Seller is duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder and thereunder.

3.2 Authority. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Seller. This Agreement has been duly executed and delivered by the Seller and constitute a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms except as such may be limited by applicable bankruptcy, insolvency and any other similar laws relating to creditors’ rights generally, and by general principles of equity.

3.3 Ownership of Shares. The Seller is the sole record and beneficial owner of the Shares and sole owner of all interests in the Shares. When paid for in accordance with the terms of this Agreement, the Shares will be transferred to the Purchaser free of any liens, claims, restrictions, security interests or encumbrances, except for restrictions on transfer provided for under the Securities Act.

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3.4 No Conflict. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with or result in a breach or violation of, or a default under, (a) the Seller’s organizational documents or (b) any contract, agreement or instrument by which the Seller or any of the Seller’s properties is bound or any judgment, order, decree, statute, rule, regulation or other law to which the Seller or its properties or assets is subject.

3.5 Consents and Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to the Seller in connection with the execution and delivery of this Agreement by the Seller or the consummation by it of the transactions contemplated hereby.

3.6 Termination of Prior Agreements. Effective as of the Closing, the Registration Rights Agreement and the Stockholders Agreement have been terminated and rendered null and void.

ARTICLE IV

CONDITION TO CLOSING

4.1 Condition to the Obligation of the Seller. The obligation of the Seller to consummate the transactions contemplated hereby is subject to the execution and delivery of that certain Stock Purchase Agreement dated as of the date hereof, between the Funds and the Company, and the consummation of the transactions contemplated thereby.

ARTICLE V

MISCELLANEOUS

5.1 Waiver, Amendment. No amendment of any provision of this Agreement shall be valid unless such amendment is in writing and signed by each party hereto. No waiver by any party hereto of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. No waiver shall be valid unless such waiver is in writing and signed by the party against whom such waiver is sought to be enforced.

5.2 Assignability. Except as otherwise provided under this Agreement, neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto without the prior written consent of the Seller (in the event of an assignment by a Purchaser).

5.3 Headings. The headings used in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

5.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York.

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5.5 Consent to Jurisdiction and Service of Process. EACH PARTY HERETO CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW YORK IN THE STATE OF NEW YORK AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE LITIGATED IN SUCH COURTS. EACH PARTY HERETO ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF SUCH COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF SUCH COURTS IN ANY SUCH ACTION OR PROCEEDING.

5.6 Waiver of Jury Trial. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO.

5.7 Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart to this Agreement.

5.8 Binding Effect. The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, and permitted successors and assigns.

5.9 Entire Agreement; Third-Party Beneficiaries. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and thereof. Except as otherwise expressly provided in this Agreement, no third-party beneficiaries are intended or shall be deemed to be created hereby.

5.10 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by such provision or its severance herefrom and (d) in lieu of such provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such provision as may be possible.

5.11 Specific Performance. Each of the parties to this Agreement agrees and acknowledges that any breach by any party of its obligations under this Agreement could not be adequately compensated for by damages. Accordingly, if either of the parties breaches its obligations under this Agreement, the other party shall be entitled, in addition to any other remedy that they may have, to obtain enforcement of this Agreement by decree of specific performance.

5.12 Further Assurances. Each of the parties shall execute such documents and perform such further acts as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first set forth above.

FLEMING US DISCOVERY FUND III, L.P.

By: Fleming US Discovery Partners, L.P.,

its general partner

By: Fleming US Discovery, LLC,

its general partner

By:  /s/ Robert L. Burr

Name:

Title:

/s/ Brian F. Coleman

Brian F. Coleman

EX-99.E5

Exhibit (e)(5)

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT is dated as of June 28, 2007 (this “Agreement”) by and between Fleming US Discovery Fund III, L.P. (the “Seller”) and James R. Buscemi (the “Purchaser”).

WHEREAS, the Seller currently owns 16,493,481 shares of the common stock, $.01 par value (the “Common Stock”), of Hudson Technologies, Inc., a New York corporation (the “Company”);

WHEREAS, the Purchaser is a member of the Company’s management;

WHEREAS, the Purchaser desires to purchase from the Seller, and the Seller desires to sell to the Purchaser, 292,300 shares of the Common Stock of the Company (the “Shares”) at a purchase price of $0.65 per share, for a total consideration of $189,995 (the “Purchase Price”);

WHEREAS, simultaneously with the execution and delivery of this Agreement, the Seller will sell to additional members of the Company’s management (“Additional Purchasers”) and the Additional Purchasers will purchase from the Seller, a certain number of shares of the Common Stock of the Company at a purchase price of $0.65 per share pursuant to Stock Purchase Agreements between each Additional Purchaser and the Seller dated as of the date hereof;

WHEREAS, the Purchaser and the Additional Purchasers will, in the aggregate, purchase from Seller a total of 9,230,800 shares of the Common Stock of the Company, for a total consideration of $6,000,020;

WHEREAS, simultaneously with the execution and delivery of this Agreement, the Company will purchase a total of 5,680,800 shares of its Common Stock from the Seller and Fleming US Discovery Offshore Fund III, L.P. (collectively, the “Funds”), at a purchase price of $0.65 per share, for a total consideration of $3,692,520 pursuant to that certain Stock Purchase Agreement between the Company and the Funds dated as of the date hereof; and

WHEREAS, the Funds, the Purchaser, the Additional Purchasers and the Company are all parties to that certain Letter Agreement (the “Letter Agreement”) with Morgan, Lewis & Bockius, LLP (“Morgan Lewis”) as escrow agent, providing for the manner in which the closing of the transactions contemplated by this Agreement, and the Stock Purchase Agreements between the Seller and the Additional Purchasers, and the Stock Purchase Agreement between the Funds and the Company will take place, and providing for the delivery by the Funds of the executed Stock Purchase Agreements and the Transfer Documentation (as defined in the Letter Agreement) and the delivery by the Purchaser, the Additional Purchasers and the Company of the Purchase Price (as defined in the Letter Agreement) and the executed Stock Purchase Agreements to Morgan Lewis to be held in escrow pursuant to the terms of the Letter Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE OF STOCK

1.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing:

(a)The Seller shall sell to the Purchaser the Shares and the Purchaser shall purchase from the Seller the Shares at the Purchase Price;

(b)In accordance with the terms of the Letter Agreement, the Seller will deliver to Morgan Lewis (with copies to the Purchaser) its stock certificates representing the shares being sold pursuant to the Stock Purchase Agreement, accompanied by medallion guaranteed stock powers duly executed in blank, together with an executed letter of instruction from the Seller to Continental Stock Transfer & Trust Company (the “Transfer Agent”) instructing the Transfer Agent to issue to the Purchaser a new stock certificate representing the shares of the common stock of the Company purchased by the Purchaser pursuant to this Agreement (collectively, the “Transfer Documentation”).

(c)In accordance with the terms of the Letter Agreement, upon delivery to the Purchaser of a copy of the Transfer Documentation, Morgan Lewis shall release: (i) the Purchase Price to the Seller, and (ii) the Transfer Documentation to the Transfer Agent, without any further action by the Purchaser.

1.2 Closing. The closing of the transactions contemplated hereby (the “Closing”) shall take place simultaneously with the execution and delivery of this Agreement (the date on which the Closing occurs is referred to herein as the “Closing Date”). The Closing shall take place at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York, and the Closing shall be effective as of the close of business on the Closing Date.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Seller as follows:

2.1 Organization, Standing and Power. The Purchaser has full legal capacity and authority to execute and deliver this Agreement and to perform its obligations hereby and thereby and the execution and delivery of this Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms.

2.2 Consents and Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to the Purchaser in connection with the execution and delivery of this Agreement by the Purchaser or the consummation by it of the transactions contemplated hereby.

2.3 Accredited Investor. The Purchaser is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Purchaser agrees to furnish to Seller any additional information reasonably requested by it to assure compliance with applicable Federal and state securities laws in connection with the purchase and sale of the Shares.

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2.4 No Reliance. The Purchaser is aware that an investment in the Company involves a high degree of risk. In making its decision to purchase the Shares being purchased by the Purchaser hereunder, the Purchaser acknowledges and represents that: (a) it has such business and financial experience as is required to give it the capacity to protect Purchaser’s own interests in connection with the purchase of the Shares; and (b) Purchaser will make his own investment decision regarding the Shares based on his own knowledge and investigation of the Company and the Shares.

2.5 Information Concerning the Company. The Purchaser has been given full access to all material information concerning the condition, properties, operations and prospects of the Company and its subsidiaries. The Purchaser and the Purchaser’s advisors (if any) have had an opportunity to ask questions of, and to receive information from, the Seller, the Company and persons acting on their behalf concerning the terms and conditions of the Purchaser’s purchase of the Shares, and to obtain any additional information necessary to verify the accuracy of the information and data received by the Purchaser. The Purchaser has made, either alone or together with the Purchaser’s advisors (if any), such independent investigation of the Company and its subsidiaries and related matters as the Purchaser deems to be, or the Purchaser’s advisors (if any) have advised to be, necessary or advisable in connection with the Purchaser’s purchase of the Shares, and the Purchaser and the Purchaser’s advisors (if any) have received all information and data which the Purchaser and the Purchaser’s advisors (if any) believe to be necessary in order to reach an informed decision as to the advisability of purchasing the Shares. The Purchaser acknowledges and agrees that, other than as expressly contained herein, no person makes any representation or warranty, expressed or implied, as to the accuracy or completeness of the information provided or to be provided to the Purchaser by any person and nothing contained in any documents provided to the Purchaser is, or shall be relied upon as, a promise or representation by any such person.

2.6 No Registration. The Purchaser understands that: (a) the Shares have not been registered under the Securities Act or under any state securities laws and that this transaction is being made by the Seller in reliance on an exemption under Section 4(1) of the Securities Act and exemptions under applicable state securities laws; (b) the Shares have not been approved or disapproved by the United States Securities and Exchange Commission or any other Federal or state regulatory agency, nor has any such agency passed on the merits of an investment in the Company; and (c) effective as of the Closing Date, that certain Registration Rights Agreement dated as of March 30, 1999 (the “Registration Rights Agreement”) and that certain Stockholders’ Agreement dated as of March 30, 1999 (the “Stockholders’ Agreement”) have been terminated and rendered null and void and, as such, Purchaser shall not acquire or succeed to any rights or privileges granted to Seller in either the Registration Rights Agreement of the Stockholders’ Agreement.

2.7 Restricted Securities. The Purchaser understands that, unless and until the Shares are registered, there are substantial restrictions on the transferability of the Shares and that the Purchaser must bear the economic risk of an investment in the Shares for an indefinite period of time, because the Shares have not been registered under the Securities Act or under the securities laws of certain states and, therefore, cannot be sold, transferred, assigned, hypothecated, pledged or otherwise disposed of unless they are registered under the Securities Act and under the applicable securities laws of such states, or an exemption from such registration is available.

2.8 No Resale. The Purchaser is purchasing the Shares solely for his own account and for investment only, and not with a view to or for the resale, distribution, subdivision or fractionalization thereof, and the Purchaser has no present intent to enter into any contract, undertaking, agreement or arrangement for any such purpose.

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2.9Transfer Restrictions. The Purchaser understands that any certificate representing the Shares will bear substantially the following restrictive legend:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH THE APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS.”

2.10 No Solicitation. The Purchaser acknowledges that neither the Seller, the Company nor any other person offered to sell the Shares to the Purchaser by means of any form of general advertising, such as media advertising or seminars.

2.11 Disclosure. The Purchaser agrees and acknowledges that: (a) there are no representations or warranties by the Seller, or any other person relating to the transactions contemplated hereby other than those expressly set forth in this Agreement; and (b) the Purchaser has not relied and will not rely in respect of this Agreement or the transactions contemplated hereby upon any document or written or oral information previously furnished to or discovered by it, other than this Agreement. Neither the Seller, nor any other person will have or be subject to any liability to the Purchaser or any other person resulting from the distribution to the Purchaser, or the Purchaser’s use of, any information not contained in this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Purchaser of the Shares hereunder as follows:

3.1 Organization, Standing and Power. The Seller is duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder and thereunder.

3.2 Authority. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Seller. This Agreement has been duly executed and delivered by the Seller and constitute a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms except as such may be limited by applicable bankruptcy, insolvency and any other similar laws relating to creditors’ rights generally, and by general principles of equity.

3.3 Ownership of Shares. The Seller is the sole record and beneficial owner of the Shares and sole owner of all interests in the Shares. When paid for in accordance with the terms of this Agreement, the Shares will be transferred to the Purchaser free of any liens, claims, restrictions, security interests or encumbrances, except for restrictions on transfer provided for under the Securities Act.

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3.4 No Conflict. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with or result in a breach or violation of, or a default under, (a) the Seller’s organizational documents or (b) any contract, agreement or instrument by which the Seller or any of the Seller’s properties is bound or any judgment, order, decree, statute, rule, regulation or other law to which the Seller or its properties or assets is subject.

3.5 Consents and Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to the Seller in connection with the execution and delivery of this Agreement by the Seller or the consummation by it of the transactions contemplated hereby.

3.6 Termination of Prior Agreements. Effective as of the Closing, the Registration Rights Agreement and the Stockholders Agreement have been terminated and rendered null and void.

ARTICLE IV

CONDITION TO CLOSING

4.1 Condition to the Obligation of the Seller. The obligation of the Seller to consummate the transactions contemplated hereby is subject to the execution and delivery of that certain Stock Purchase Agreement dated as of the date hereof, between the Funds and the Company, and the consummation of the transactions contemplated thereby.

ARTICLE V

MISCELLANEOUS

5.1 Waiver, Amendment. No amendment of any provision of this Agreement shall be valid unless such amendment is in writing and signed by each party hereto. No waiver by any party hereto of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. No waiver shall be valid unless such waiver is in writing and signed by the party against whom such waiver is sought to be enforced.

5.2 Assignability. Except as otherwise provided under this Agreement, neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto without the prior written consent of the Seller (in the event of an assignment by a Purchaser).

5.3 Headings. The headings used in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

5.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York.

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5.5 Consent to Jurisdiction and Service of Process. EACH PARTY HERETO CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW YORK IN THE STATE OF NEW YORK AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE LITIGATED IN SUCH COURTS. EACH PARTY HERETO ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF SUCH COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF SUCH COURTS IN ANY SUCH ACTION OR PROCEEDING.

5.6 Waiver of Jury Trial. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO.

5.7 Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart to this Agreement.

5.8 Binding Effect. The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, and permitted successors and assigns.

5.9 Entire Agreement; Third-Party Beneficiaries. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and thereof. Except as otherwise expressly provided in this Agreement, no third-party beneficiaries are intended or shall be deemed to be created hereby.

5.10 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by such provision or its severance herefrom and (d) in lieu of such provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such provision as may be possible.

5.11 Specific Performance. Each of the parties to this Agreement agrees and acknowledges that any breach by any party of its obligations under this Agreement could not be adequately compensated for by damages. Accordingly, if either of the parties breaches its obligations under this Agreement, the other party shall be entitled, in addition to any other remedy that they may have, to obtain enforcement of this Agreement by decree of specific performance.

5.12 Further Assurances. Each of the parties shall execute such documents and perform such further acts as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first set forth above.

FLEMING US DISCOVERY FUND III, L.P.

By: Fleming US Discovery Partners, L.P.,

its general partner

By: Fleming US Discovery, LLC,

its general partner

By:  /s/ Robert L. Burr

Name:

Title:

/s/ James R. Buscemi

James R. Buscemi

EX-99.E6

Exhibit (e)(6)

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT is dated as of June 28, 2007 (this “Agreement”) by and between Fleming US Discovery Fund III, L.P. (the “Seller”) and Joseph Longo (the “Purchaser”).

WHEREAS, the Seller currently owns 16,493,481 shares of the common stock, $.01 par value (the “Common Stock”), of Hudson Technologies, Inc., a New York corporation (the “Company”);

WHEREAS, the Purchaser is a member of the Company’s management;

WHEREAS, the Purchaser desires to purchase from the Seller, and the Seller desires to sell to the Purchaser, 153,900 shares of the Common Stock of the Company (the “Shares”) at a purchase price of $0.65 per share, for a total consideration of $100,035 (the “Purchase Price”);

WHEREAS, simultaneously with the execution and delivery of this Agreement, the Seller will sell to additional members of the Company’s management (“Additional Purchasers”) and the Additional Purchasers will purchase from the Seller, a certain number of shares of the Common Stock of the Company at a purchase price of $0.65 per share pursuant to Stock Purchase Agreements between each Additional Purchaser and the Seller dated as of the date hereof;

WHEREAS, the Purchaser and the Additional Purchasers will, in the aggregate, purchase from Seller a total of 9,230,800 shares of the Common Stock of the Company, for a total consideration of $6,000,020;

WHEREAS, simultaneously with the execution and delivery of this Agreement, the Company will purchase a total of 5,680,800 shares of its Common Stock from the Seller and Fleming US Discovery Offshore Fund III, L.P. (collectively, the “Funds”), at a purchase price of $0.65 per share, for a total consideration of $3,692,520 pursuant to that certain Stock Purchase Agreement between the Company and the Funds dated as of the date hereof; and

WHEREAS, the Funds, the Purchaser, the Additional Purchasers and the Company are all parties to that certain Letter Agreement (the “Letter Agreement”) with Morgan, Lewis & Bockius, LLP (“Morgan Lewis”) as escrow agent, providing for the manner in which the closing of the transactions contemplated by this Agreement, and the Stock Purchase Agreements between the Seller and the Additional Purchasers, and the Stock Purchase Agreement between the Funds and the Company will take place, and providing for the delivery by the Funds of the executed Stock Purchase Agreements and the Transfer Documentation (as defined in the Letter Agreement) and the delivery by the Purchaser, the Additional Purchasers and the Company of the Purchase Price (as defined in the Letter Agreement) and the executed Stock Purchase Agreements to Morgan Lewis to be held in escrow pursuant to the terms of the Letter Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE OF STOCK

1.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing:

(a)The Seller shall sell to the Purchaser the Shares and the Purchaser shall purchase from the Seller the Shares at the Purchase Price;

(b)In accordance with the terms of the Letter Agreement, the Seller will deliver to Morgan Lewis (with copies to the Purchaser) its stock certificates representing the shares being sold pursuant to the Stock Purchase Agreement, accompanied by medallion guaranteed stock powers duly executed in blank, together with an executed letter of instruction from the Seller to Continental Stock Transfer & Trust Company (the “Transfer Agent”) instructing the Transfer Agent to issue to the Purchaser a new stock certificate representing the shares of the common stock of the Company purchased by the Purchaser pursuant to this Agreement (collectively, the “Transfer Documentation”).

(c)In accordance with the terms of the Letter Agreement, upon delivery to the Purchaser of a copy of the Transfer Documentation, Morgan Lewis shall release: (i) the Purchase Price to the Seller, and (ii) the Transfer Documentation to the Transfer Agent, without any further action by the Purchaser.

1.2 Closing. The closing of the transactions contemplated hereby (the “Closing”) shall take place simultaneously with the execution and delivery of this Agreement (the date on which the Closing occurs is referred to herein as the “Closing Date”). The Closing shall take place at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York, and the Closing shall be effective as of the close of business on the Closing Date.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Seller as follows:

2.1 Organization, Standing and Power. The Purchaser has full legal capacity and authority to execute and deliver this Agreement and to perform its obligations hereby and thereby and the execution and delivery of this Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms.

2.2 Consents and Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to the Purchaser in connection with the execution and delivery of this Agreement by the Purchaser or the consummation by it of the transactions contemplated hereby.

2.3 Accredited Investor. The Purchaser is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Purchaser agrees to furnish to Seller any additional information reasonably requested by it to assure compliance with applicable Federal and state securities laws in connection with the purchase and sale of the Shares.

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2.4 No Reliance. The Purchaser is aware that an investment in the Company involves a high degree of risk. In making its decision to purchase the Shares being purchased by the Purchaser hereunder, the Purchaser acknowledges and represents that: (a) it has such business and financial experience as is required to give it the capacity to protect Purchaser’s own interests in connection with the purchase of the Shares; and (b) Purchaser will make his own investment decision regarding the Shares based on his own knowledge and investigation of the Company and the Shares.

2.5 Information Concerning the Company. The Purchaser has been given full access to all material information concerning the condition, properties, operations and prospects of the Company and its subsidiaries. The Purchaser and the Purchaser’s advisors (if any) have had an opportunity to ask questions of, and to receive information from, the Seller, the Company and persons acting on their behalf concerning the terms and conditions of the Purchaser’s purchase of the Shares, and to obtain any additional information necessary to verify the accuracy of the information and data received by the Purchaser. The Purchaser has made, either alone or together with the Purchaser’s advisors (if any), such independent investigation of the Company and its subsidiaries and related matters as the Purchaser deems to be, or the Purchaser’s advisors (if any) have advised to be, necessary or advisable in connection with the Purchaser’s purchase of the Shares, and the Purchaser and the Purchaser’s advisors (if any) have received all information and data which the Purchaser and the Purchaser’s advisors (if any) believe to be necessary in order to reach an informed decision as to the advisability of purchasing the Shares. The Purchaser acknowledges and agrees that, other than as expressly contained herein, no person makes any representation or warranty, expressed or implied, as to the accuracy or completeness of the information provided or to be provided to the Purchaser by any person and nothing contained in any documents provided to the Purchaser is, or shall be relied upon as, a promise or representation by any such person.

2.6 No Registration. The Purchaser understands that: (a) the Shares have not been registered under the Securities Act or under any state securities laws and that this transaction is being made by the Seller in reliance on an exemption under Section 4(1) of the Securities Act and exemptions under applicable state securities laws; (b) the Shares have not been approved or disapproved by the United States Securities and Exchange Commission or any other Federal or state regulatory agency, nor has any such agency passed on the merits of an investment in the Company; and (c) effective as of the Closing Date, that certain Registration Rights Agreement dated as of March 30, 1999 (the “Registration Rights Agreement”) and that certain Stockholders’ Agreement dated as of March 30, 1999 (the “Stockholders’ Agreement”) have been terminated and rendered null and void and, as such, Purchaser shall not acquire or succeed to any rights or privileges granted to Seller in either the Registration Rights Agreement of the Stockholders’ Agreement.

2.7 Restricted Securities. The Purchaser understands that, unless and until the Shares are registered, there are substantial restrictions on the transferability of the Shares and that the Purchaser must bear the economic risk of an investment in the Shares for an indefinite period of time, because the Shares have not been registered under the Securities Act or under the securities laws of certain states and, therefore, cannot be sold, transferred, assigned, hypothecated, pledged or otherwise disposed of unless they are registered under the Securities Act and under the applicable securities laws of such states, or an exemption from such registration is available.

2.8 No Resale. The Purchaser is purchasing the Shares solely for his own account and for investment only, and not with a view to or for the resale, distribution, subdivision or fractionalization thereof, and the Purchaser has no present intent to enter into any contract, undertaking, agreement or arrangement for any such purpose.

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2.9 Transfer Restrictions. The Purchaser understands that any certificate representing the Shares will bear substantially the following restrictive legend:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH THE APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS.”

2.10 No Solicitation. The Purchaser acknowledges that neither the Seller, the Company nor any other person offered to sell the Shares to the Purchaser by means of any form of general advertising, such as media advertising or seminars.

2.11 Disclosure. The Purchaser agrees and acknowledges that: (a) there are no representations or warranties by the Seller, or any other person relating to the transactions contemplated hereby other than those expressly set forth in this Agreement; and (b) the Purchaser has not relied and will not rely in respect of this Agreement or the transactions contemplated hereby upon any document or written or oral information previously furnished to or discovered by it, other than this Agreement. Neither the Seller, nor any other person will have or be subject to any liability to the Purchaser or any other person resulting from the distribution to the Purchaser, or the Purchaser’s use of, any information not contained in this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Purchaser of the Shares hereunder as follows:

3.1 Organization, Standing and Power. The Seller is duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder and thereunder.

3.2 Authority. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Seller. This Agreement has been duly executed and delivered by the Seller and constitute a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms except as such may be limited by applicable bankruptcy, insolvency and any other similar laws relating to creditors’ rights generally, and by general principles of equity.

3.3 Ownership of Shares. The Seller is the sole record and beneficial owner of the Shares and sole owner of all interests in the Shares. When paid for in accordance with the terms of this Agreement, the Shares will be transferred to the Purchaser free of any liens, claims, restrictions, security interests or encumbrances, except for restrictions on transfer provided for under the Securities Act.

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3.4 No Conflict. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with or result in a breach or violation of, or a default under, (a) the Seller’s organizational documents or (b) any contract, agreement or instrument by which the Seller or any of the Seller’s properties is bound or any judgment, order, decree, statute, rule, regulation or other law to which the Seller or its properties or assets is subject.

3.5 Consents and Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to the Seller in connection with the execution and delivery of this Agreement by the Seller or the consummation by it of the transactions contemplated hereby.

3.6 Termination of Prior Agreements. Effective as of the Closing, the Registration Rights Agreement and the Stockholders Agreement have been terminated and rendered null and void.

ARTICLE IV

CONDITION TO CLOSING

4.1 Condition to the Obligation of the Seller. The obligation of the Seller to consummate the transactions contemplated hereby is subject to the execution and delivery of that certain Stock Purchase Agreement dated as of the date hereof, between the Funds and the Company, and the consummation of the transactions contemplated thereby.

ARTICLE V

MISCELLANEOUS

5.1 Waiver, Amendment. No amendment of any provision of this Agreement shall be valid unless such amendment is in writing and signed by each party hereto. No waiver by any party hereto of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. No waiver shall be valid unless such waiver is in writing and signed by the party against whom such waiver is sought to be enforced.

5.2 Assignability. Except as otherwise provided under this Agreement, neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto without the prior written consent of the Seller (in the event of an assignment by a Purchaser).

5.3 Headings. The headings used in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

5.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York.

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5.5 Consent to Jurisdiction and Service of Process. EACH PARTY HERETO CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW YORK IN THE STATE OF NEW YORK AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE LITIGATED IN SUCH COURTS. EACH PARTY HERETO ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF SUCH COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF SUCH COURTS IN ANY SUCH ACTION OR PROCEEDING.

5.6 Waiver of Jury Trial. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO.

5.7 Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart to this Agreement.

5.8 Binding Effect. The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, and permitted successors and assigns.

5.9 Entire Agreement; Third-Party Beneficiaries. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and thereof. Except as otherwise expressly provided in this Agreement, no third-party beneficiaries are intended or shall be deemed to be created hereby.

5.10 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by such provision or its severance herefrom and (d) in lieu of such provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such provision as may be possible.

5.11 Specific Performance. Each of the parties to this Agreement agrees and acknowledges that any breach by any party of its obligations under this Agreement could not be adequately compensated for by damages. Accordingly, if either of the parties breaches its obligations under this Agreement, the other party shall be entitled, in addition to any other remedy that they may have, to obtain enforcement of this Agreement by decree of specific performance.

5.12 Further Assurances. Each of the parties shall execute such documents and perform such further acts as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first set forth above.

FLEMING US DISCOVERY FUND III, L.P.

By: Fleming US Discovery Partners, L.P.,

its general partner

By: Fleming US Discovery, LLC,

its general partner

By:  /s/ Robert L. Burr

Name:

Title:

/s/ Joseph Longo

Joseph Longo