Exhibit 10.19


 


FIRST AMENDMENT TO SUBORDINATION AGREEMENT


 


This First Amendment to
Subordination Agreement (this “Amendment”), dated as of November 13, 2014, is made and entered into by and among
BANK OF AMERICA, N.A., a national banking association (“Senior Creditor”), RICHARD J. KURTZ (“Junior
Creditor”), and LAPOLLA INDUSTRIES, INC., a Delaware corporation (“Borrower”).


 


Background


 


A.Senior Creditor,
Junior Creditor, and Borrower are parties to that certain Subordination Agreement, dated as of April 16, 2012 (the “Subordination
Agreement”).


 


B.Junior Creditor intends
to make additional subordinated loans to Borrower, and the parties hereto desire to amend the Subordination Agreement upon the
terms and subject to the conditions set forth herein.


 


Agreement


 


NOW, THEREFORE, in consideration
of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:


 


Section 1.Definitions.
Capitalized terms used in this Amendment, to the extent not otherwise defined herein, shall have the same definitions assigned
to such terms in the Subordination Agreement.


 


Section 2.Amendments to the Subordination
Agreement.


 


a.Section
1 of the Subordination Agreement is hereby amended by deleting the definitions of “Junior Note,” “Junior Obligations,”
and “Senior Loan Agreement” therefrom in their entirety and substituting the following, respectively, in lieu thereof:


 


			“‘Junior Notes’ means (i) that certain promissory note, dated as of the
Effective Date, executed and delivered by Borrower, payable to the order of Junior Creditor, in the original principal amount of
$1,300,000, (ii) that certain promissory note, dated as of November 13, 2014, executed and delivered by Borrower, payable to the
order of Junior Creditor, in the original principal amount of $250,000, and (iii) any other promissory note, executed and delivered
by Borrower, payable to the order of Junior Creditor, to which Senior Creditor has consented, as modified, amended, restated from
time to time in accordance with the requirements hereof, and ‘Junior Note’ means any of them.”



 


			“‘Junior Obligations’ means any and all indebtedness and obligations of
Borrower to Junior Creditor, including, without limitation, all principal, accrued interest (including, without limitation, any
interest accruing thereon after the commencement of any Proceeding and any interest that would have accrued thereon but for the
commencement of such Proceeding), costs, fees, and expenses, and any and all other obligations for the payment of money now or
hereafter owed by Borrower to Junior Creditor, including, without limitation, those under the Junior Notes, provided, that ‘Junior
Obligations’ shall not include any compensation received by Junior Creditor as an employee of Borrower.”



 


			“‘Senior Credit Agreement’ means that certain Loan and Security Agreement,
dated as of August 31, 2010, between Borrower and Senior Creditor as the same has been and may be amended, restated, supplemented,
or otherwise modified from time to time.”



 


b.Section
2(a) of the Subordination Agreement is hereby amended by such section in its entirety and substituting the following in lieu thereof:


 


    	 



    	 



    


 


“(a)No
payments of any kind (whether principal, accrued interest, or otherwise) may be made on account of the Junior Obligations, or demanded,
received, or retained by Junior Creditor on account of the Junior Obligations.”


 


c.Section 2(c) of the Subordination
Agreement is hereby deleted in its entirety.


 


d.Section
10 of the Subordination Agreement is hereby amended by deleting the second sentence thereof in its entirety and substituting the
following in lieu thereof:


 


			“The Junior Obligations may not be modified or amended to (a) increase the interest rate
under any Junior Note, (b) shorten the principal amortization or the maturity under any Junior Note, (c) increase the principal
under any Junior Note, or add any other payment obligations, without the prior, written consent of Senior Creditor.”



 


e.Section
16(c) of the Subordination Agreement is hereby amended by deleting the copy address therefrom and substituting the following in
lieu thereof:


 


			“with copies (which shall not constitute notice) to:



 


			K&L Gates, LLP



			1717 Main Street, Suite 2800



			Dallas, Texas 75201



			Attention: David Weitman and Elizabeth Helm



			E-mail: david.weitman@klgates.com and elizabeth.helm@klgates.com



 


Section 3.Conditions
Precedent. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent, unless
specifically waived in writing by Senior Creditor:


 


(a)The representations
and warranties contained herein and in the Subordination Agreement shall be true and correct as of the date hereof as if made on
the date hereof; and


 


(b)Senior
Creditor, Junior Creditor, and Borrower shall have executed and delivered this Amendment.


 


Section 4.Representations
and Warranties. Junior Creditor represents to Senior Creditor that (i) the execution, delivery and performance of this
Amendment will not violate any agreement to which Junior Creditor is a party, including any documents in connection with or in
respect of New Subordinated Term Debt (as defined in the Senior Credit Agreement); (ii) the Subordination Agreement, as amended
hereby, constitutes a legal, valid and binding obligation of Junior Creditor, enforceable against him in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or
at law); (iii) the representations and warranties contained in the Subordination Agreement as amended hereby are true and
correct on and as of the date hereof as though made on and as of the date hereof; (iv) no default has occurred and is continuing
under the Subordination Agreement or under any agreement to which Junior Creditor is a party in respect of the New Subordinated
Term Debt; and (v) Junior Creditor is in full compliance with all covenants and agreements contained in the Subordination
Agreement, as amended hereby.


 


Section 5.Ratification. The terms
and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Subordination
Agreement and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Subordination Agreement
are ratified and confirmed and shall continue in full force and effect. The Subordination Agreement as amended by this Amendment
shall continue to be legal, valid, binding and enforceable in accordance with its terms.


 


 


Section 6.Reference
to the Subordination Agreement. Each of the documents related to the Senior Debt and each of the documents related to the Subordinated
Debt now or hereafter executed and delivered pursuant to the terms thereof, are hereby amended so that any reference in such documents
to the Subordination Agreement shall mean a reference to the Subordination Agreement as amended hereby.


 



    	 



    	 



    

 


Section 7.Severability.
Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate
the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.


 


Section 8.APPLICABLE
LAW. THIS AMENDMENT SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF TEXAS.


 


Section 9.WAIVER
OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HERETO EACH HEREBY WAIVES THE RIGHT TO TRIAL
BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM, OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AMENDMENT.


 


Section 10.Successors
and Assigns. This Amendment is binding upon and shall inure to the benefit of the parties hereto and their respective successors,
assigns, heirs, executors, and legal representatives.


 


Section 11.Counterparts.
This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but
all of which when taken together shall constitute one and the same instrument. A telecopy or electronically-delivered copy of any
such executed counterpart shall be deemed valid as an original


 


Section 12.Effect
of Waiver. No consent or waiver, express or implied, by Senior Creditor to or for any breach of or deviation from any covenant,
condition or duty by Junior Creditor, shall be deemed a consent to or waiver of any other breach of the same or any other covenant,
condition or duty.


 


Section 13.Headings.
The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation
of this Amendment.


 


Section 14.ENTIRE
AGREEMENT. THIS AMENDMENT AND THE SUBORDINATION AGREEMENT REPRESENT THE FINAL AGREEMENT BETWEEN SENIOR CREDITOR AND JUNIOR
CREDITOR IN RESPECT OF THE SUBJECT MATTER OF THE SUBORDINATION AGREEMENT AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


 


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pages follow.]




    	 



    	 



    

EXECUTED as of the date
first written above.


 


BANK OF AMERICA, N.A.


 


 


By:  /s/ H. Michael Wills, SVP


Name: H. Michael Wills


Title: Senior Vice President


 


 


 


/s/ Richard J. Kurtz


RICHARD J. KURTZ


 


 


LAPOLLA INDUSTRIES,
INC.


 


 


By: /s/ Michael T. Adams, EVP


Name: Michael T. Adams


Title: Executive Vice President