June 30, 2008
Exhibit
10.10
June 30,
2008
LaPolla
Industries, Inc.
00000
Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000
Houston,
TX 77032
Re: Warrant
Amendments
Dear
Sirs:
Reference
is made to (a) the Amended and Restated Revolving Credit and Term Loan Agreement
of even date herewith (the “Loan Agreement”) by
and between ComVest Capital, LLC (the “Lender”) and XxXxxxx
Industries, Inc. (the “Borrower”), and (b)
Warrants Nos. CV-1 through CV-3 (the “Initial Warrants”)
issued by the Borrower to the Lender pursuant to the Original
Agreement. All capitalized terms used herein without definition have
the respective meanings ascribed to them in the Loan Agreement.
In
connection with the execution and delivery of the Loan Agreement, the funding of
the incremental additional Term Loan thereunder, and the increase in the
Revolving Credit Commitment, the Lender and the Borrower have agreed to the
following amendments with respect to the Initial Warrants:
1. The
Exercise Price (as such term is defined in each of the Initial Warrants) per
share under each of the Initial Warrants is hereby reduced to $0.60 per share
(subject to adjustment hereafter from time to time as provided in the Initial
Warrants).
2. The
Expiration Date (as such term is defined in each of the Initial Warrants) under
each of the Initial Warrants is hereby extended to June 30,
2013.
3. In
clause (i) of the definition of “Additional Shares of Common Stock” contained in
Section 3.7 of each of the Initial Warrants, the reference to “the date hereof”
shall henceforth refer to the date of this letter agreement, and in clause (ii)
of such definition, the reference to “900,000” is hereby amended to say
“1,000,000”.
4. Except
as expressly set forth herein, all of the terms and conditions of the Initial
Warrants shall remain unmodified and in full force and effect.
5. The
foregoing amendments shall not become effective unless and until the additional
incremental Term Loan under the Loan Agreement is funded to the Borrower or at
the Borrower’s direction.
6. At
any time and from time to time following the funding of the additional
incremental Term Loan, the Borrower shall issue to the Lender, upon request
therefor, replacement Warrants for the existing Initial Warrants Nos. CV-1, CV-2
and CV-3, reflecting the foregoing amendments; provided, that at all
times prior to the delivery of any such replacement Warrant, the holder of the
original Warrant may attach a photocopy of this agreement to the original
Warrant to evidence the amendments effected hereunder.
7. This
agreement may not be amended or modified except pursuant to a written agreement
signed by the Lender and the Borrower.
Kindly
confirm your agreement to the foregoing by countersigning a counterpart copy of
this letter in the space provided below.
Very
truly yours,
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COMVEST
CAPITAL, LLC
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By:
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ComVest
Management LLC, its Manager
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By:
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/s/ Xxxx X.
Xxxxxxx
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Xxxx
X. Xxxxxxx, Managing Director
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Acknowledged,
Confirmed
and
Agreed To:
XXXXXXX
INDUSTRIES, INC.
By: /s/ Xxxxxxx X.
Xxxxx, EVP
Name: Xxxxxxx
X. Xxxxx
Title: Executive
Vice President
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