TERM NOTE


PNC Bank, National Association


 


	 	June 22, 2012
	$4,000,000	Woodbridge, New Jersey


 


This Term Note (this
“Note”) is executed and delivered under and pursuant to the terms of that certain Revolving Credit, Term Loan and Security
Agreement dated as of the date hereof (as amended, supplemented, restated or modified from time to time, the “Loan Agreement”)
by and among HUDSON TECHNOLOGIES COMPANY., a corporation of the State of Tennessee (the “Borrower”), and PNC
BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America (“PNC”),
the various financial institutions named therein or which hereafter become a party thereto (together with PNC collectively, “Lenders”),
and PNC as agent for Lenders (in such capacity, “Agent”). Capitalized terms not otherwise defined herein shall have
the meanings provided in the Loan Agreement.


 


FOR VALUE RECEIVED, Borrower
hereby promise to pay to the order of PNC Bank, National Association, at the office of Agent located at PNC Bank Center, Two Tower
Center, East Brunswick, New Jersey 08816, or at such other place as Agent may from time to time designate to Borrower in writing:


 


(i) the principal sum
of FOUR MILLION AND 00/100 DOLLARS ($4,000,000) which shall be due and payable in full on the Termination Date all as more particularly
described in the Loan Agreement, and subject to mandatory prepayment and acceleration upon the occurrence of an Event of Default
under the Loan Agreement or earlier termination of the Loan Agreement pursuant to the terms thereof; and


 


(ii) interest on the
principal amount of this Note from time to time outstanding until such principal amount is paid in full at the Term Loan Rate on
a monthly basis in accordance with the provisions of the Loan Agreement. In no event, however, shall interest exceed the maximum
interest rate permitted by law. Upon and after the occurrence of an Event of Default, and during the continuation thereof, interest
shall be payable at the Default Rate in accordance with the Loan Agreement;


 


(iii) notwithstanding
anything to the contrary herein, in the Loan Agreement and/or in any Other Document, all outstanding principal and interest hereunder
is due and payable on the Termination Date.


 


This Note is a “Term
Note” referred to in the Loan Agreement and is secured, inter alia, by the liens granted pursuant to the Loan
Agreement and the Other Documents, is entitled to the benefits of the Loan Agreement and the Other Documents and is subject to
all of the agreements, terms and conditions therein contained.


 



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This Note is subject
to mandatory prepayment, and may be voluntarily prepaid, in whole or in part, in each case on the terms and conditions set forth
in the Loan Agreement.


 


If an Event of Default
under Section 10.7 of the Loan Agreement shall occur, then this Note shall immediately become due and payable, without notice,
together with reasonable attorneys’ fees if the collection hereof is placed in the hands of an attorney to obtain or enforce
payment hereof. If any other Event of Default shall occur under the Loan Agreement or any of the Other Documents, which is not
cured within any applicable grace period, then this Note may, as provided in the Loan Agreement, be declared to be immediately
due and payable, without notice, together with reasonable attorneys’ fees, if the collection hereof is placed in the hands
of an attorney to obtain or enforce payment hereof.


 


Lenders may at any time
pledge or assign all or any portion of their rights under the Loan Agreement or the Other Documents (including any portion of this
Note) to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341.
No such pledge or assignment or enforcement thereof shall release Lenders from their obligations under the Loan Agreement or any
of the Other Documents.


 


This Note shall be construed
and enforced in accordance with the laws of the State of New York.


 


Borrower expressly waives
any presentment, demand, protest, notice of protest, or notice of any kind except as expressly provided in the Loan Agreement.


 


	ATTEST:	 	HUDSON TECHNOLOGIES COMPANY	 
	 	 	 	 	 	 
	By:	/s/ Stephen P. Mandracchia	 	By:	/s/ Brian F. Coleman	[COPY]
	Name: 	Stephen P. Mandracchia	 	Name: 	Brian F. Coleman	 
	Title:	Secretary	 	Title:	President	 


 



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