notice or lapse of time or both would constitute a default) under any agreement, instrument or understanding to which the Subscriber is a party or by which he, she or it is bound. This Agreement and each of the Related Documents to which he, she or it is a party constitutes, or when executed and delivered by Subscriber will constitute, a legal, valid and binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors, equitable principles limiting rights to specific performance and other equitable remedies.
F. The Subscriber acknowledges that neither the Company nor any representative of the Company has made any representations or warranties in respect of the Company’s business or profitability and that it is relying solely in that regard on the disclosures contained in the Company’s SEC Filings.
8. Reliance on Representations. The Subscriber understands that the Company, and its directors and officers will be relying on the accuracy and completeness of all matters set forth in this Agreement, and the Subscriber represents and warrants to the Company and its directors and officers that the information, representations, warranties, acknowledgments and all other matters set forth herein with respect to the Subscriber are complete, true and correct and does not fail to include any material fact necessary to make the facts stated, in light of the circumstances in which they are made, not misleading, and may be relied upon by them in determining whether the offer and sale of the Units to the Subscriber is exempt from registration under the Securities Laws, and the Subscriber will notify them immediately of any change in any statement made herein that occurs prior to the consummation of the purchase of the Units hereunder.
9. Entity Existence. If the Subscriber is a corporation, entity, trust, employee benefit plan, individual retirement account, Keogh plan, or other tax-exempt entity, it was not formed for the purpose of acquiring the Units, it has been in existence for more than 90 days prior to the date hereof, it is authorized and qualified to become an investor in the Company, and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so.
10. Individual Accreditation. The Subscriber, if an individual, has a net worth in excess of $1,000,000.00 and/or has an individual income in each of the two most recent years in excess of $200,000.00 and has a reasonable expectation of reaching the same level of income in the current year.
11. Entity Accreditation. The undersigned, if an entity, has a net worth in excess of $5,000,000.00, was not formed for the purposes of acquiring the Units, and the decision to invest is being made by an individual meeting the requirements described in Section 11 hereof. Alternatively, if the Subscriber does not meet the requirements of the preceding sentence, each of its equity owners are individuals meeting the requirements described in Section 12 hereof.
12. Confirmation. All information that the Subscriber has provided anywhere in this Agreement concerning the Subscriber and the Subscriber’s financial position is correct and complete as of the date set forth below, and if there should be any material change in such information prior to the acceptance of the Subscriber’s subscription for Units that is being purchased, the Subscriber will immediately provide such information to the Company.
13. Indemnification. Subscriber hereby agrees to indemnify and hold harmless the Company, and its stockholders, directors, officers, employees, agents and attorneys against any and all losses, claims, demands, liabilities and expenses (including reasonable legal or other expenses) incurred by each such person in connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such person, to which any such indemnified party may become subject under the Securities Act, under any other statute, at common law or otherwise, insofar as such losses, claims, demands, liabilities and expenses (a) arise out of or are based upon any
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untrue statement of a material fact made by Subscriber and contained in this Agreement, or (b) arise out of or are based upon any breach of any representation, warranty or agreement contained herein.
14. Risks of Investment. An investment in the Company is subject to substantial risks. Subscriber is urged to carefully review with the Company and the Subscriber’s financial, legal and accounting advisers all risks pertaining to an investment in the Company prior to making a decision to purchase any Units and in particular is urged to carefully review the Company’s SEC Filings and the Company’s financial statements included therein.
15. Miscellaneous.
A. Severability. In the event any portions of this Agreement are found to be void, the remaining provisions of this Agreement shall nevertheless be binding with the same effect as though the void portions were deleted.
B. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.
C. Governing Law; Venue. This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided therein or performance thereof shall be governed or interpreted according to the laws of the State of Florida, without giving effect to the conflict of laws provisions thereof.
D. Entire Agreement; Amendment; Waiver. This Agreement constitutes the entire Agreement between the parties and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, except by a statement in writing signed by the party or parties against whom enforcement or the change, waiver, discharge or termination is sought.
E. Section Headings. Section headings herein have been inserted for reference only and shall not be deemed to limit or otherwise affect, in any matter, or be deemed to interpret in whole or in part any of the terms or provisions of this Agreement.
F. Survival of Representations, Warranties and Agreements. The representations, warranties and agreements contained herein shall survive the delivery of, and payment for, the Units.
G. Assignability. This Agreement and the rights and obligations hereunder, and the Units contemplated to be purchased hereunder, are not transferable
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Assignable by the Subscriber, and any such attempted transfer or assignment shall be void ab initio.
H. Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their legal representatives, successors, and assigns.
I. Restrictive Legend. Each certificate evidencing Shares or Warrants and each certificate evidencing Warrant Shares shall bear a legend in the form of Annex A hereto.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date of acceptance set forth beneath the date of the last signature hereon.
Subscription Amount: | 200,000 Units |
| (Number of Units multiplied by $0.125 per Unit) |
IF INDIVIDUAL SUBSCRIBER:
XXX-XX-XXXX | Ronald J. Saul |
Social Security Number | Print Name of Individual Subscriber |
01/22/2008 | /s/ Ronald J. Saul |
Date of Subscriber’s Execution | Signature of Subscriber |
| Print Name of Individual Subscriber |
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Number and Street of Principal Residence
or Business Address
3999 Benden Circle
Address
Murrysville, PA 15668
City, State and Zip Code
_______________
Telephone Number
_______________
Fax Number
Manner in which the Units are to be held:
______ | Individual Ownership |
X | Joint Tenants with Right of Survivorship |
______ | Other (please indicate) _________________________ |
[THIS SPACE INTENTIONALLY BLANK]
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ACCEPTANCE
By signing below, the undersigned accepts the foregoing subscription in accordance with the terms hereof.
HYDRON TECHNOLOGIES, INC.,
a New York corporation
By: /s/ Ronald J. Saul
Print Name: Ronald J. Saul
Title: Authorized Person
Dated: 01/23/2008
[THIS SPACE INTENTIONALLY LEFT BLANK]
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ANNEX A
RESTRICTIVE STOCK LEGEND
Shares of the Common Stock (“Common Stock”) offered hereby and shares of Common Stock issuable upon exercise of a Common Stock purchase warrant (“Warrant”) offered hereby, of Hydron Technologies, Inc., a New York corporation (the “Company”), are subject to certain restrictions on transfer under federal and applicable state securities law. Certificates evidencing shares of Common Stock, Warrants and shares of Common Stock issued upon exercise of Warrants shall bear the following restrictive legend with respect to such restrictions:
“These securities have not been registered under the Securities Act of 1933, as amended (the “Act”), or applicable state securities laws. They may not be sold, offered for sale, pledged or hypothecated in the absence of a registration in effect with respect to the securities under the Act and registration or qualification under applicable state securities laws or, if reasonably requested by the Company, an opinion of counsel satisfactory to the Company that such registration or qualification is not required.”
A-1
