Exhibit
4.2




PROFORMA


LAPOLLA
INDUSTRIES, INC.


RESTATED
CERTIFICATE OF INCORPORATION


(AS
AMENDED ON JUNE 10, 2008)





LaPolla
Industries, Inc., a corporation organized and existing under the laws of the
State of Delaware, hereby certifies as follows:




(a)           The
name of the corporation is LaPolla Industries, Inc. (the "Corporation"). The
name under which the Corporation was originally incorporated in Delaware is
Natural Child Collection, Inc. The date of filing the Corporation's original
Certificate of Incorporation with the Secretary of State of Delaware was October
20, 1989.




(b)           
This Restated Certificate of Incorporation of the Corporation, which both
restates and amends the provisions of the Corporation's Certificate of
Incorporation as heretofore amended, was duly adopted in accordance with the
provisions of Sections 242 and 245 of the General Corporation Law of the State
of Delaware, and written notice thereof has been given to all stockholders who
did not consent thereto in writing.




(c)           The
text of the Certificate of Incorporation of the Corporation as heretofore
amended is hereby restated and amended to read in its entirety as
follows:





FIRST:
Name. The name of the corporation is LAPOLLA INDUSTRIES, INC.





SECOND:
Registered Office. The registered office of the Corporation is to be located in
the City of Wilmington, County of New Castle, in the State of Delaware. The name
of its registered agent is the Corporation Service Company, whose address is
1013 Centre Road, Wilmington, Delaware 19805.





THIRD:
Purposes. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware (hereinafter referred to as the "Delaware
GCL").





FOURTH:
Capital Stock.





A.           The
total number of shares of stock which the Corporation shall have the authority
to issue is One Hundred Million (100,000,000) shares of which of which Ninety
Eight Million (98,000,000) shall be Common Stock of the par value of One Cent
($.01) per share (hereinafter called the "Common Stock") and of which Two
Million (2,000,000) shares shall be Preferred Stock of the par value of One
Dollar ($1.00) per share (hereinafter called the "Preferred
Stock").





B.           Provisions
Relating to the Preferred Stock. Shares of the Preferred Stock may be issued
from time to time in series, and the Board of Directors of the Corporation is
hereby authorized, subject to the limitations provided by law, to establish and
designate one or more series of the Preferred Stock, to fix the number of shares
constituting each series, and to fix the designations, powers, preferences and
relative, participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, of each series and the variations and the
relative rights, preferences and limitations as between series, and to increase
and to decrease the number of shares constituting each series. The authority of
the Board of Directors of the Corporation with respect to each series shall
include, but shall not be limited to, the authority to determine the
following:





(i)                 The
designation of such series.





(ii)           The
number of shares initially constituting such series.





(iii)           The
increase, and the decrease to a number not less than the number of the
outstanding shares of such series, of the number of shares constituting such
series theretofore fixed.


- 1
-





(iv)           no
i hate themThe rate or rates, and the conditions upon and the times at which
dividends on the shares of such series shall be paid, the preference of relation
which such dividends shall bear to the dividends payable on any other class or
classes or on any other series of stock of the Corporation, and whether or not
such dividends shall be cumulative, and, if such dividends shall be cumulative,
the date or dates from and after which they shall accumulate.





(v)            Whether
or not the shares of such series shall be redeemable, and, if such shares shall
be redeemable, the terms and conditions of such redemption, including, but not
limited to, the date or dates upon or after which such shares shall be
redeemable and the amount per share which shall be payable upon such redemption,
which amount may vary under different conditions and at different redemption
dates.




(vi)           The
rights which the holders of the shares of such series shall be entitled upon the
voluntary or involuntary liquidation, dissolution or winding up of, or upon any
distribution of the assets of, the Corporation, which rights may be different in
the case of a voluntary liquidation, dissolution or winding up than in the case
of such an involuntary event.





(vii)          Whether
or not the shares of such series shall have voting rights, in addition to the
voting rights provided by law, and, if such shares shall have such voting
rights, the terms and conditions thereof, including, but not limited to, the
right of the holders of such shares to vote as a separate class either alone or
with the holders of shares of one or more other series of the Preferred Stock
and the right to have more than one vote per share.





(viii)         Whether
or not a sinking fund or a purchase fund shall be provided for the redemption or
purchase of the shares of such series, and, if such a sinking fund or purchase
fund shall be provided, the terms and conditions thereof.





(ix)            Whether
or not the shares of such series shall be convertible into, or exchangeable for,
shares of any other class or classes or any other series of the same or any
other class or classes of stock of the Corporation, and, if provision be made
for conversion or exchange, the terms and conditions of conversion or exchange,
including, but not limited to, any provision for the adjustment of the
conversion or exchange rate or the conversion or exchange price.




(x)             Any
other relative rights, preferences and limitations.




C.             Provisions
Relating to the Common Stock.





(i)             Subject
to the preferential dividend rights applicable to shares of the Preferred Stock,
as determined by the Board of Directors of the Corporation pursuant to the
provisions of part B of this Article FOURTH, the holders of shares of the Common
Stock shall be entitled to receive such dividends as may be declared by the
Board of Directors of the Company.





(ii)             Subject
to the preferential liquidation rights and except as determined by the Board of
Directors of the Corporation pursuant to the provisions of part B of this
Article FOURTH, in the event of any voluntary or involuntary liquidation,
dissolution or winding up of, or any distribution of the assets of, the
Corporation, the holders of shares of the Common Stock shall be entitled to
receive all of the assets of the Corporation available for distribution to its
stockholders ratably in proportion to the number of shares of the Common Stock
held by them.





(iii)           Except
as otherwise determined by the Board of Directors of the Corporation pursuant to
the provisions of part B of this Article FOURTH, the holders of shares of the
Common Stock shall be entitled to vote on all matters at all meetings of the
stockholders of the Corporation, and shall be entitled to one vote for each
share of the Common Stock entitled to one vote for each share of the Common
Stock entitled to vote at such meeting, voting together with the holders of the
Preferred Stock who are entitled to vote, and not as a separate
class.


- 2
-


FIFTH: 
Board of Directors and By-Laws. All corporate powers shall be exercised by or
under the direction of the Board of Directors, except as otherwise provided by
statute or by this Certificate of Incorporation, or any amendment thereof, or by
the By-Laws. Directors need not be elected by written ballot. The By-Laws may be
adopted, amended or repealed by the Board of Directors of the Corporation,
except as otherwise provided by law, but any By-Law made by the Board of
Directors is subject to amendment or repeal by the stockholders of the
Corporation.





SIXTH: 
Limited Liability. A director of the Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under section 174 of the Delaware GCL, or (iv)
for any transaction from which the director derived any improper personal
benefit. If the General Corporation Law of the State of Delaware is herewith
amended to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so
amended.





Any
repeal or modification of the foregoing paragraph by the stockholders of the
Corporation shall not adversely affect any right or protection of a director of
the Corporation existing at the time of such repeal or
modification.





SEVENTH: 
Indemnification.





(A)           The
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or complete action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding"), by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise (an "indemnitee"), against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
Corporation, in accordance with and to the full extent permitted by statute.
Except as otherwise provided in paragraph (C) hereof, the Corporation shall be
required to indemnify an indemnitee in connection with a proceeding (or part
thereof) initiated by such indemnitee only if the initiation of such proceeding
(or part thereof) by the indemnitee was authorized by the Board of Directors of
the Corporation.




(B)           The
Corporation shall pay the expense (including attorneys' fees) incurred by an
indemnitee in defending any proceeding in advance of its final disposition,
provided, however, that the payment of expenses incurred by a director or
officer in advance of the final disposition of the proceeding shall be made only
upon receipt of an undertaking by the director or officer to repay all amounts
advanced if it should be ultimately determined that the director or officer is
not entitled to be indemnified hereunder or otherwise.





(C)            If
a claim for indemnification or payment of expenses hereunder is not paid in full
within sixty days after a written claim therefor by the indemnitee has been
received by the Corporation, the indemnitee may file suit to recover the unpaid
amount of such claim and, if successful in whole or in part, shall be entitled
to be paid the expense of prosecuting such claim. In any such action the
Corporation shall have the burden of proving that the indemnitee was not
entitled to the requested indemnification or payment of expenses under
applicable law.





(D)           The
Corporation's obligation, if any, to indemnify or advance expenses to any person
who is serving at its request as a director, officer, employee or agent of
another corporation, partnership, joint venture or other enterprise shall be
reduced by any amount such person may collect as indemnification from such other
corporation, partnership, joint venture or other enterprise.





(E)            Any
repeal or modification of the foregoing provisions hereof shall not adversely
affect any right or protection hereunder of any persons in respect of any act or
omission occurring prior to the time of such repeal or
modification.




The
indemnification provided by this section shall not be deemed exclusive of any
other rights to which those seeking indemnification may be entitled under these
Articles or any agreement or vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a
person.






- 3 -