REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 23rd, 2007 • Lapolla Industries Inc • Paints, varnishes, lacquers, enamels & allied prods
This Registration Rights Agreement (this “Agreement”) is made as of February 21, 2007 by LaPolla Industries, Inc., a Delaware corporation (the “Company”), for the benefit of the Holders (as such term is hereinafter defined). The Company hereby confirms that the rights granted under this Agreement constitute a material inducement to the Holders to enter into the Loan Agreement, make Loans from time to time thereunder, and/or acquire or hold Conversion Shares and/or Warrant Shares (as such terms are hereinafter defined). Each Holder, by its participation or request to participate in any Registration effected pursuant to this Agreement, shall be deemed to have confirmed such Holder’s agreement to comply with the applicable provisions of this Agreement.
REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • February 23rd, 2007 • Lapolla Industries Inc • Paints, varnishes, lacquers, enamels & allied prods
AGREEMENT (this “Agreement”) is made and entered into as of the 21st day of February, 2007, by and between COMVEST CAPITAL, LLC, a Delaware limited liability company (the “Lender”), and LAPOLLA INDUSTRIES, INC., a Delaware corporation (the “Borrower”).
ContractLapolla Industries Inc • February 23rd, 2007 • Paints, varnishes, lacquers, enamels & allied prods
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE OR JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION, IN REASONABLY ACCEPTABLE FORM AND SCOPE, OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, THAT REGISTRATION, QUALIFICATION OR OTHER SUCH ACTIONS ARE NOT REQUIRED UNDER ANY SUCH LAWS.
CONVERTIBLE TERM NOTELapolla Industries Inc • February 23rd, 2007 • Paints, varnishes, lacquers, enamels & allied prods • New York
This Note and the Common Stock issuable upon conversion hereof (until such time, if any, as such Common Stock is registered with the Securities and Exchange Commission pursuant to an effective registration statement) have not been registered under the Securities Act of 1933, as amended (the “Act”), or any state securities laws, and may not be sold, offered for sale of otherwise transferred unless registered or qualified under the Act and applicable state securities laws or unless the Maker receives an opinion, in form and from counsel reasonably acceptable to the Maker, that registration, qualification or other such actions are not required under any such laws.
COLLATERAL AGREEMENTCollateral Agreement • February 23rd, 2007 • Lapolla Industries Inc • Paints, varnishes, lacquers, enamels & allied prods • New York
COLLATERAL AGREEMENT, dated as of February 21, 2007, by and among LAPOLLA INDUSTRIES, INC., a Delaware corporation (the “Borrower”), any and all Additional Grantors who may become party to this Agreement (the Borrower and such Additional Grantors are hereinafter referred to each as a “Grantor” and collectively as the “Grantors”), and COMVEST CAPITAL, LLC (the “Secured Party”) as Lender under the Revolving Credit and Term Loan Agreement of even date herewith (as same may be amended, modified, supplemented and/or restated from time to time, the “Loan Agreement”) by and between the Borrower and the Secured Party.
