ContractLapolla Industries Inc • June 14th, 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.
AMENDED AND RESTATED CONVERTIBLE TERM NOTELapolla Industries Inc • June 14th, 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.
AMENDMENT NO. 1 TO REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • June 14th, 2007 • Lapolla Industries Inc • Paints, varnishes, lacquers, enamels & allied prods
WHEREAS, the Lender and the Borrower are parties to a Revolving Credit and Term Loan Agreement dated as of February 21, 2007 (the “Loan Agreement”), the terms and conditions of which are hereby incorporated herein by reference); and
Re: Extension Under Registration Rights AgreementLapolla Industries Inc • June 14th, 2007 • Paints, varnishes, lacquers, enamels & allied prods
Reference is made to the Registration Rights Agreement dated as of February 21, 2007, made by LaPolla Industries, Inc. for the benefit of the Holders described therein (the “Registration Rights Agreement”). All capitalized terms used herein without definition have the respective meanings ascribed to them in the Registration Rights Agreement.
AMENDED AND RESTATED REVOLVING CREDIT NOTELapolla Industries Inc • June 14th, 2007 • Paints, varnishes, lacquers, enamels & allied prods
FOR VALUE RECEIVED, the undersigned, LAPOLLA INDUSTRIES, INC., a Delaware corporation (the “Maker”), hereby promises to pay to COMVEST CAPITAL, LLC, a Delaware limited liability company (“ComVest”), or registered assigns (hereinafter, collectively with ComVest, referred to as the “Payee”), on February 28, 2009 (subject to extension in accordance with Section 2.01(e) of the Loan Agreement hereinafter described, or sooner by reason of an Event of Default or required prepayment in accordance with such Loan Agreement), the principal sum of Five Million ($5,000,000) Dollars or, if less, the aggregate unpaid principal amount of all Revolving Credit Advances made by the Payee to the Maker pursuant to that certain Revolving Credit and Term Loan Agreement dated as of February 21, 2007 by and between ComVest and the Maker (as amended, modified, supplemented and/or restated from time to time, the “Loan Agreement”), together with interest (computed as hereinafter provided) on any and all principal
