GUARANTY AND SURETYSHIP AGREEMENT


 


THIS GUARANTY AND
SURETYSHIP AGREEMENT (this “Guaranty”) is made and entered into as of this 22 day of June, 2012, by HUDSON
HOLDINGS, INC. (the “Guarantor”), with an address at One Blue Hill Plaza, Pearl River, NY 10965, in consideration
of the extension of credit by PNC BANK, NATIONAL ASSOCIATION  (the “PNC”), with an address at PNC Bank
Center, Two Tower Center, East Brunswick, New Jersey 08816, the various financial institutions named in the Loan Agreement (as
defined herein) or which hereafter become a party thereto (together with PNC collectively, “Lenders”), and PNC
as agent for Lenders (in such capacity, “Agent”), to HUDSON TECHNOLOGIES COMPANY (collectively, the “Borrower”),
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.


 


1.  Guaranty
of Obligations. The Guarantor hereby unconditionally guarantees, and becomes surety for, the prompt payment and performance
of all loans, advances, debts, liabilities, obligations, covenants and duties owing by the Borrower to the Agent for the benefit
of the Lenders, any Lender or to any other direct or indirect subsidiary of the parent of any Lender, of any kind or nature, present
or future (including any interest accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement
of any insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition
interest is allowed in such proceeding), whether direct or indirect (including those acquired by assignment or participation),
absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, whether or not (i) evidenced
by any note, guaranty or other instrument, (ii) arising under a certain Revolving Credit, Term Loan, Equipment Line of Credit and
Security Agreement dated the date hereof by and among the Borrower, the Agent and the Lenders, as may be amended, modified, restated
and/or replaced from time to time, (the “Loan Agreement”), any other agreement, instrument or document, (iii) for the
payment of money, (iv) arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee,
(v) under any interest or currency swap, future, option or other interest rate protection or similar agreement, (vi) under or by
reason of any foreign currency transaction, forward, option or other similar transaction providing for the purchase of one currency
in exchange for the sale of another currency, or in any other manner, or (vii) arising out of overdrafts on deposit or other accounts
or out of electronic funds transfers (whether by wire transfer or through automated clearing houses or otherwise) or out of the
return unpaid of, or other failure of the Agent or Lenders to receive final payment for, any check, item, instrument, payment order
or other deposit or credit to a deposit or other account, or out of the Agent's or Lender’s non-receipt of or inability to
collect funds or otherwise not being made whole in connection with depository or other similar arrangements; and any amendments,
extensions, renewals and increases of or to any of the foregoing, and all costs and expenses of the Agent or Lenders incurred in
the documentation, negotiation, modification, enforcement, collection and otherwise in connection with any of the foregoing, including
reasonable attorneys' fees and expenses (hereinafter referred to collectively as the “Obligations”). If the
Borrower defaults under any such Obligations, the Guarantor will pay the amount due to the Agent for the benefit of the Lenders.


 


2.  Nature
of Guaranty; Waivers. This is a guaranty of payment and not of collection and the Agent shall not be required or obligated,
as a condition of the Guarantor's liability, to make any demand upon or to pursue any of its rights against the Borrower, or to
pursue any rights which may be available to it with respect to any other person who may be liable for the payment of the Obligations.


 



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This is an absolute,
unconditional, irrevocable and continuing guaranty and will remain in full force and effect until all of the Obligations have been
indefeasibly paid in full, and the Agent has terminated this Guaranty. This Guaranty will remain in full force and effect even
if there is no principal balance outstanding under the Obligations at a particular time or from time to time. This Guaranty will
not be affected by any surrender, exchange, acceptance, compromise or release by the Agent or any Lender of any other party, or
any other guaranty or any security held by it for any of the Obligations, by any failure of the Agent or any Lender to take any
steps to perfect or maintain its lien or security interest in or to preserve its rights to any security or other collateral for
any of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations or any
part thereof or any security or other guaranty thereof. The Guarantor's obligations hereunder shall not be affected, modified or
impaired by any counterclaim, set-off recoupment, deduction or defense based upon any claim the Guarantor may have (directly or
indirectly) against the Borrower or the Agent or any Lender, except payment or performance of the Obligations.


 


Notice of acceptance
of this Guaranty, notice of extensions of credit to the Borrower from time to time, notice of default, diligence, presentment,
notice of dishonor, protest, demand for payment, and any defense based upon the Agent's or any Lender’s failure to comply
with the notice requirements under Sections 9-611 and 9-612 of the Uniform Commercial Code as in effect from time to time are hereby
waived. The Guarantor waives all defenses based on suretyship or impairment of collateral.


 


The Agent or the Lenders
at any time and from time to time, without notice to or the consent of the Guarantor, and without impairing or releasing, discharging
or modifying the Guarantor's liabilities hereunder, may (a) change the manner, place, time or terms of payment or performance
of or interest rates on, or other terms relating to, any of the Obligations; (b) renew, substitute, modify, amend or alter,
or grant consents or waivers relating to any of the Obligations, any other guaranties, or any security for any Obligations or guaranties;
(c) apply any and all payments by whomever paid or however realized including any proceeds of any collateral, to any Obligations
of the Borrower in such order, manner and amount as the Agent or the Lenders may determine in its sole discretion; (d) settle,
compromise or deal with any other person, including the Borrower or the Guarantor, with respect to any Obligations in such manner
as the Agent or any Lender deems appropriate in its sole discretion; (e) substitute, exchange or release any security or guaranty;
or (f) take such actions and exercise such remedies hereunder as provided herein.


 


3.  Repayments
or Recovery from the Agent. If any demand is made at any time upon the Agent or the Lenders for the repayment or recovery
of any amount received by it in payment or on account of any of the Obligations and if the Agent or the Lenders repays all or any
part of such amount by reason of any judgment, decree or order of any court or administrative body or by reason of any settlement
or compromise of any such demand, the Guarantor will be and remain liable hereunder for the amount so repaid or recovered to the
same extent as if such amount had never been received originally by the Agent or such Lenders. The provisions of this section will
be and remain effective notwithstanding any contrary action which may have been taken by the Guarantor in reliance upon such payment,
and any such contrary action so taken will be without prejudice to the Agent's rights hereunder and will be deemed to have been
conditioned upon such payment having become final and irrevocable.


 



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4.  Financial
Statements. Unless compliance is waived in writing by the Agent or until all of the Obligations have been paid in full,
the Guarantor will promptly submit such information relating to the Guarantor’s affairs as requested by the Agent from time
to time in it reasonable discretion.


 


5.  Enforceability
of Obligations. No modification, limitation or discharge of the Obligations arising out of or by virtue of any bankruptcy,
reorganization or similar proceeding for relief of debtors under federal or state law will affect, modify, limit or discharge the
Guarantor's liability in any manner whatsoever and this Guaranty will remain and continue in full force and effect and will be
enforceable against the Guarantor to the same extent and with the same force and effect as if any such proceeding had not been
instituted. The Guarantor waives all rights and benefits which might accrue to it by reason of any such proceeding and will be
liable to the full extent hereunder, irrespective of any modification, limitation or discharge of the liability of the Borrower
that may result from any such proceeding.


 


The Guarantor expressly
waives other limitations on any actions under this Guaranty.


 


6.  Events
of Default. Any Event of Default (as defined in the Loan Agreement) shall constitute an “Event of Default”
hereunder. Upon the occurrence of any Event of Default, (a) the Guarantor shall pay to the Agent the amount of the Obligations
(exclusive of Obligations under any interest rate swap agreements with any Lenders or any of their affiliates, which shall be controlled
by such interest rate swap agreements); or (b) on demand of the Agent, the Guarantor shall
immediately deposit with the Agent, in U.S. dollars, all amounts due or to become due under the Obligations, and the Agent may
at any time use such funds to repay the Obligations; or (c) the Agent in its discretion may exercise with respect to any collateral
any one or more of the rights and remedies provided a secured party under the applicable version of the Uniform Commercial Code;
or (d) the Agent in its discretion may exercise from time to time any other rights and remedies available to it at law, in equity
or otherwise.


 


7.  Right
of Setoff. In addition to all liens upon and rights of setoff against the Guarantor’s money, securities or other
property given to the Agent or to any Lenders by law, the Agent shall have, with respect to the Guarantor's obligations to the
Agent under this Guaranty and to the extent permitted by law, a contractual possessory security interest in and a contractual right
of setoff against, and the Guarantor hereby grants Agent a security interest in, and hereby assigns, conveys, delivers, pledges
and transfers to the Agent or to any Lenders all of the Guarantor's right, title and interest in and to, all of the Guarantor’s
deposits, moneys, securities and other property now or hereafter in the possession of or on deposit with, or in transit to, the
Agent, any Lenders or any other direct or indirect subsidiary of any parent of any Lender, whether held in a general or special
account or deposit, whether held jointly with someone else, or whether held for safekeeping or otherwise, excluding, however, all
IRA, Keogh, and trust accounts. Every such security interest and right of setoff may be exercised without demand upon or notice
to the Guarantor. Every such right of setoff shall be deemed to have been exercised immediately upon the occurrence of an Event
of Default hereunder without any action of the Agent, although the Agent may enter such setoff on its books and records at a later
time.


 


8.  Collateral.
This Guaranty is secured by the property described in the Loan Agreement and in any collateral security documents which the Guarantor
executes and delivers to the Agent and by such other collateral as previously may have been or may in the future be granted to
the Agent to secure any Obligations of the Guarantor to the Agent.


 



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9.  Costs.
To the extent that the Agent incurs any costs or expenses in protecting or enforcing its rights under the Obligations or this Guaranty,
including reasonable attorneys' fees and the costs and expenses of litigation, such costs and expenses will be due on demand, will
be included in the Obligations and will bear interest from the incurring or payment thereof at the Default Rate (as defined in
the Loan Agreement).


 


10.  Postponement
of Subrogation. Until the Obligations are indefeasibly paid in full, expire, are terminated and are not subject to any
right of revocation or rescission, the Guarantor postpones and subordinates in favor of the Agent or its designee (and any assignee
or potential assignee) any and all rights which the Guarantor may have to (a) assert any claim whatsoever against the Borrower
based on subrogation, exoneration, reimbursement, or indemnity or any right of recourse to security for the Obligations with respect
to payments made hereunder, and (b) any realization on any property of the Borrower, including participation in any marshalling
of the Borrower's assets.


 


11. Notices.
All notices, demands, requests, consents, approvals and other communications required or permitted hereunder (“Notices”)
must be in writing and will be effective upon receipt. Notices may be given in any manner to which the Agent and the Guarantor
may separately agree, including electronic mail. Without limiting the foregoing, first-class mail, facsimile transmission and commercial
courier service are hereby agreed to as acceptable methods for giving Notices. Regardless of the manner in which provided, Notices
may be sent to addresses for the Agent and the Guarantor as set forth above or to such other address as either may give to the
other for such purpose in accordance with this section.


 


12.  Preservation
of Rights. No delay or omission on the Agent's part to exercise any right or power arising hereunder will impair any such
right or power or be considered a waiver of any such right or power, nor will the Agent's action or inaction impair any such right
or power. The Agent's rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies which the
Agent may have under other agreements, at law or in equity. The Agent may proceed in any order against the Borrower, the Guarantor
or any other obligor of, or collateral securing, the Obligations.


 


13.  Illegality.
If any provision contained in this Guaranty should be invalid, illegal or unenforceable in any respect, it shall not affect or
impair the validity, legality and enforceability of the remaining provisions of this Guaranty.


 


14.  Changes
in Writing. No modification, amendment or waiver of, or consent to any departure by the Guarantor from, any provision of
this Guaranty will be effective unless made in a writing signed by the Lenders, and then such waiver or consent shall be effective
only in the specific instance and for the purpose for which given. No notice to or demand on the Guarantor will entitle the Guarantor
to any other or further notice or demand in the same, similar or other circumstance.


 


15.  Entire
Agreement. This Guaranty (including the documents and instruments referred to herein) constitutes the entire agreement
and supersedes all other prior agreements and understandings, both written and oral, between the Guarantor and the Agent with respect
to the subject matter hereof; provided, however, that this Guaranty is in addition to, and not in substitution for, any other guarantees
from the Guarantor to the Agent.



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16.  Successors
and Assigns. This Guaranty will be binding upon and inure to the benefit of the Guarantor and the Agent and their respective
heirs, executors, administrators, successors and assigns as permitted by the Loan Agreement; provided, however, that
the Guarantor may not assign this Guaranty in whole or in part without the Agent's prior written consent and the Agent at any time
may assign this Guaranty in whole or in part.


 


17.  Interpretation.
In this Guaranty, unless the Agent and the Guarantor otherwise agree in writing, the singular includes the plural and the plural
the singular; references to statutes are to be construed as including all statutory provisions consolidating, amending or replacing
the statute referred to; the word “or” shall be deemed to include “and/or”, the words “including”,
“includes” and “include” shall be deemed to be followed by the words “without limitation”;
and references to sections or exhibits are to those of this Guaranty. Section headings in this Guaranty are included for convenience
of reference only and shall not constitute a part of this Guaranty for any other purpose. If this Guaranty is executed by more
than one party as Guarantor, the obligations of such persons or entities will be joint and several. All capitalized terms not otherwise
defined herein shall have the definition ascribed to them in the Loan Agreement.


 


18.  Indemnity.
The Guarantor agrees to indemnify each of the Lenders, each legal entity, if any, who controls any Lender and each of their respective
directors, officers and employees (the “Indemnified Parties”), and to hold each Indemnified Party harmless from
and against, any and all claims, damages, losses, liabilities and expenses (including all fees and charges of internal or external
counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified
Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including
any person or entity claiming derivatively on behalf of the Guarantor), in connection with or arising out of or relating to the
matters referred to in this Guaranty, whether (a) arising from or incurred in connection with any breach of a representation, warranty
or covenant by the Guarantor, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation,
pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental
authority; provided, however, that the foregoing indemnity agreement shall not apply to any claims, damages, losses,
liabilities and expenses solely attributable to an Indemnified Party's gross negligence or willful misconduct. The indemnity agreement
contained in this Section shall survive the termination of this Guaranty and assignment of any rights hereunder. The Guarantor
may participate at its expense in the defense of any such claim.


 


19.  Governing
Law and Jurisdiction. This Guaranty has been delivered to and accepted by the Agent and will be deemed to be made in the
State of New York. This Guaranty will be interpreted and the rights and liabilities of
the Agent and the Guarantor determined in accordance with the laws of the State of New York, excluding its conflict of laws rules.
The Guarantor hereby irrevocably consents to the exclusive jurisdiction of any state or federal court in the county or judicial
district in the State of New York; provided that nothing contained in this Guaranty will prevent the Agent from bringing any action,
enforcing any award or judgment or exercising any rights against the Guarantor individually, against any security or against any
property of the Guarantor within any other county, state or other foreign or domestic jurisdiction. The Guarantor acknowledges
and agrees that the venue provided above is the most convenient forum for both the Agent and the Guarantor. The Guarantor waives
any objection to venue and any objection based on a more convenient forum in any action instituted under this Guaranty.


 



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20.  Waiver
of Jury Trial. The Guarantor irrevocably waives any and all right the Guarantor may have to a trial by jury in any action,
proceeding or claim of any nature relating to this Guaranty, any documents executed in connection with this Guaranty or any transaction
contemplated in any of such documents.  The Guarantor acknowledges that the foregoing waiver is knowing and voluntary.


 


[SIGNATURES
CONTAINED ON FOLLOWING PAGE]


 



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The Guarantor acknowledges
that it has read and understood all the provisions of this Guaranty, including the waiver of jury trial, and has been advised by
counsel as necessary or appropriate.


 


The due execution hereof
as of the date first written above, with the intent to be legally bound hereby.


 


	ATTEST:	 	HUDSON HOLDINGS, INC.
	 	 	 	 	 
	By:	/s/ Stephen P. Mandracchia	 	By:	/s/ Brian F. Coleman
	Name: 	Stephen P. Mandracchia	 	Name:  	Brian F. Coleman
	Title:	Secretary	 	Title:	Vice President


 



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