ex10_9.htm


    
      

    

    Exhibit
10.9

     


    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.

     

    LAPOLLA
INDUSTRIES, INC.

     

    WARRANT
TO PURCHASE SHARES OF COMMON STOCK

    (Expires
June 30, 2013)

     

    
      	
              Warrant No.
      CV-5

            	
              1,000,000
      Shares of Common Stock

            


    

    


     

    FOR VALUE
RECEIVED, subject to the provisions set forth below, the undersigned, LAPOLLA
INDUSTRIES, INC., a Delaware corporation (the “Company”), hereby certifies
that ComVest Capital, LLC,
a Delaware limited liability company, or its registered assigns (the
“Holder”), is entitled
to purchase from the Company up to one million (1,000,000) fully paid and
nonassessable shares (the “Warrant Shares”) of the
Company’s common stock, $.01 par value per share (the “Common Shares”), for cash at a
price of $.78 per share (the “Exercise Price”) at any time
and from time to time from and after the date hereof and until 5:00 p.m.
(Central time) on June 30, 2013 (the “Expiration Date”) upon
surrender to the Company at its principal office (or at such other location as
the Company may advise the Holder in writing) of this Warrant properly endorsed
with the Notice of Exercise attached hereto duly filled in and signed and, if
applicable, upon payment in cash or by check of the aggregate Exercise Price for
the number of shares for which this Warrant is being exercised determined in
accordance with the provisions hereof.  The Exercise Price and the
number of shares purchasable hereunder are subject to adjustment as provided in
Section 3 of this Warrant.

     

    1.           Exercise
of Warrant.

     

    1.1.           Exercise.  This
Warrant shall be exercisable from the date hereof until the Expiration Date, and
this Warrant shall expire on the Expiration Date.  Upon exercise of
this Warrant, the Exercise Price shall be payable in cash or by
check.  This Warrant may be exercised in whole or in part so long as
any exercise in part hereof would not involve the issuance of fractional Warrant
Shares.  If exercised in part, the Company shall deliver to the Holder
a new Warrant, identical in form to this Warrant, in the name of the Holder,
evidencing the right to purchase the number of Warrant Shares as to which this
Warrant has not been exercised, which new Warrant shall be signed by an
appropriate officer of the Company.  The term “Warrant” as used herein
shall include any subsequent Warrant issued as provided herein.

     

    1.2.           Exercise
Procedures; Delivery of Certificate.  Upon
surrender of this Warrant with a duly executed Notice of Exercise in the form of
Annex A
attached hereto, together with payment of the Exercise Price for the Warrant
Shares purchased, at the Company’s principal executive offices (the “Designated Office”), the
Holder shall be entitled to receive a certificate or certificates for the
Warrant Shares so purchased.  The Company agrees that the Warrant
Shares shall be deemed to have been issued to the Holder as of the close of
business on the date on which this Warrant shall have been surrendered together
with the Notice of Exercise and payment for such Warrant Shares.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    1.3.           Cashless
Exercise.  In
connection with any exercise of this Warrant, in lieu of payment of the Exercise
Price, the Holder may exercise this Warrant, in whole or in part, by
presentation and surrender of this Warrant to the Company, together with a
Cashless Exercise Form in the form attached hereto as Annex B (or a
reasonable facsimile thereof) duly executed (a “Cashless
Exercise”).  In the event of a Cashless Exercise, the Holder
shall exchange this Warrant for that number of Common Shares determined by
multiplying the number of Common Shares for which this Warrant is being
exercised by a fraction, (a) the numerator of which shall be the difference
between (i) the then current market price per Common Share, and (ii) the
Exercise Price, and (b) the denominator of which shall be the then current
market price per Common Share.  For purposes of any computation under
this Section l.3, the then current market price per Common Share at any date
shall be deemed to be the average of the daily trading price for the ten (10)
consecutive trading days immediately prior to the Cashless
Exercise.  If, during such measuring period, there shall occur any
event which gives rise to any adjustment of the Exercise Price, then a
corresponding adjustment shall be made with respect to the closing prices of the
Common Shares for the days prior to the Effective Date of such adjustment
event.  As used herein, the term “trading price” on any relevant date
means (A) if the Common Stock is listed for trading on the New York Stock
Exchange, the American Stock Exchange, the Nasdaq Select Market, or the Nasdaq
Global Select Market, the closing sale price (or, if no closing sale price is
reported, the last reported sale price) of the Common Stock (regular way), or
(B) if the Common Stock is not so listed but quotations for the Common Stock are
reported on the OTC Bulletin Board, the most recent closing price as reported on
the OTC Bulletin Board.

     

    2.           Transfer;
Issuance of Stock Certificates; Restrictive Legends.

     

    2.1.           Transfer.  Each
transfer of this Warrant and all rights hereunder, in whole or in part, shall be
registered on the books of the Company to be maintained for such purpose, upon
surrender of this Warrant at the Designated Office, together with a written
assignment of this Warrant in the form of Annex C attached
hereto duly executed by the Holder or its agent or attorney.  Upon
such surrender and delivery, the Company shall execute and deliver a new Warrant
or Warrants in the name of the assignee or assignees and in the denominations
specified in such instrument of assignment, and shall issue to the assignor a
new Warrant evidencing the portion of this Warrant not so assigned, if
any.  A Warrant may be exercised by the new Holder for the purchase of
Warrant Shares without having a new Warrant issued.  Prior to due
presentment for registration of transfer thereof, the Company may deem and treat
the registered Holder of this Warrant as the absolute owner hereof
(notwithstanding any notations of ownership or writing thereon made by anyone
other than a duly authorized officer of the Company) for all purposes and shall
not be affected by any notice to the contrary.  All Warrants issued
upon any assignment of Warrants shall be the valid obligations of the Company,
evidencing the same rights and entitled to the same benefits as the Warrants
surrendered upon such registration of transfer or exchange.


    
      
         


      

      
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    2.2.           Stock
Certificates.  Certificates
for the Warrant Shares shall be delivered to the Holder within five (5) business
days after the rights represented by this Warrant shall have been exercised
pursuant to Section 1, and a new Warrant representing the right to purchase the
Common Shares, if any, with respect to which this Warrant shall not then have
been exercised shall also be issued to the Holder within such
time.  The issuance of certificates for Warrant Shares upon the
exercise of this Warrant shall be made without charge to the Holder hereof
including, without limitation, any documentary, stamp or similar tax that may be
payable in respect thereof; provided, however, that the
Company shall not be required to pay any income tax to which the Holder hereof
may be subject in connection with the issuance of this Warrant or the Warrant
Shares.

     

    2.3.           Restrictive
Legend. Except
as otherwise provided in this Section 2, each certificate for Warrant Shares
initially issued upon the exercise of this Warrant and each certificate for
Warrant Shares issued to any subsequent transferee of any such certificate,
shall be stamped or otherwise imprinted with a legend in substantially the
following form:

     

    “THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT
TO THE SECURITIES UNDER SUCH ACT OR AN OPINION IN FORM AND FROM COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.”

     

    Notwithstanding
the foregoing, the legend requirements of this Section 2.3 shall terminate as to
any particular Warrant Shares when (i) such Warrant Shares are transferred
pursuant to an effective resale registration statement, as contemplated in the
Registration Rights Agreement between the Company and the Holder dated as of
February 21, 2007, or (ii) the Company shall have received from the
Holder thereof an opinion of counsel in form and substance reasonably acceptable
to the Company that such legend is not required in order to ensure compliance
with the Securities Act.  Whenever the restrictions imposed by this
Section 2.3 shall terminate, the Holder or subsequent transferee, as the
case may be, shall be entitled to receive from the Company without cost to such
Holder or transferee a certificate for the Warrant Shares without such
restrictive legend.

     

    3.           Adjustment
of Number of Shares; Exercise Price; Nature of Securities Issuable Upon Exercise
of Warrants.

     

    3.1.           Exercise
Price; Adjustment of Number of Shares.  The
Exercise Price and the number of shares purchasable hereunder shall be subject
to adjustment from time to time as hereinafter provided; provided, however, that,
notwithstanding the below, in no case shall the Exercise Price be reduced to
below the par value per share of the class of stock for which this Warrant is
exercisable at such time.

     

    3.2.           Adjustments
Upon Distribution, Subdivision or Combination.  If
the Company, at any time or from time to time after the issuance of this
Warrant, shall (a) make a dividend or distribution on its Common Shares
payable in Common Shares, (b) subdivide or reclassify the outstanding
Common Shares into a greater number of shares, or (c) combine or reclassify
the outstanding Common Shares into a smaller number of shares, the Exercise
Price in effect at that time and the number of Warrant Shares into which the
Warrant is exercisable at that time shall be proportionately adjusted effective
as of the record date for the dividend or distribution or the effective date of
the subdivision, combination or reclassification.

     

    
      
         


      

      
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    3.3.           Adjustment
Upon Other Distributions.  If
the Company, at any time or from time to time after the issuance of this
Warrant, makes a distribution to the holders of Common Shares which is payable
in securities of the Company other than Common Shares, then, in each such event,
provision shall be made so that the Holder shall receive upon exercise of this
Warrant, in addition to the number of Warrant Shares, the amount of such
securities of the Company which would have been received if the portion of the
Warrant so exercised had been exercised for Warrant Shares on the date of such
event, subject to adjustments subsequent to the date of such event with respect
to such distributed securities which shall be on terms as nearly equivalent as
practicable to the adjustments provided in this Section 3 and all other
adjustments under this Section 3.

     

    3.4.           Adjustment
Upon Merger, Consolidation or Exchange.  If
at any time or from time to time after the issuance of this Warrant there occurs
any merger, consolidation, arrangement or statutory share exchange of the
Company with or into any other person or company, then, in each such event,
provision shall be made so that the Holder shall receive upon exercise of this
Warrant the kind and amount of shares and other securities and property
(including cash) which would have been received upon such merger, consolidation,
arrangement or statutory share exchange by the Holder if the portion of this
Warrant so exercised had been exercised for Warrant Shares immediately prior to
such merger, consolidation, arrangement or statutory share exchange, subject to
adjustments for events subsequent to the effective date of such merger,
consolidation, arrangement or statutory share exchange with respect to such
shares and other securities which shall be on terms as nearly equivalent as
practicable to the adjustments provided in this Section 3 and all other
adjustments under this Section 3.

     

    3.5.           Adjustments
for Recapitalization or Reclassification.  If,
at any time or from time to time after the issuance of this Warrant, the Warrant
Shares issuable upon exercise of this Warrant are changed into the same or a
different number of securities of any class of the Company, whether by
recapitalization, reclassification or otherwise (other than a merger,
consolidation, arrangement or statutory share exchange provided for elsewhere in
this Section 3), then, in each such event, provision shall be made so that
the Holder shall receive upon exercise of this Warrant the kind and amount of
securities or other property which would have been received in connection with
such recapitalization, reclassification or other change by the Holder if the
portion of this Warrant so exercised had been exercised immediately prior to
such recapitalization, reclassification or change, subject to adjustments for
events subsequent to the effective date of such recapitalization,
reclassification or other change with respect to such securities which shall be
on terms as nearly equivalent as practicable to the adjustments provided in this
Section 3 and all other adjustments under this Section 3.

     

    3.6.           Extraordinary
Dividends or Distributions.  If,
at any time or from time to time after the issuance of this Warrant, the Company
shall declare a dividend or any other distribution upon the Common Shares
payable otherwise than out of current earnings, retained earnings or earned
surplus and otherwise than in Common Shares, then the Exercise Price in effect
immediately prior to such declaration shall be reduced by an amount equal, in
the case of a dividend or distribution in cash, to the amount thereof payable
per Common Share or, in the case of any other dividend or distribution, to the
value thereof per Common Share at the time such dividend or distribution was
declared, as determined by the Board of Directors of the Company in good
faith.  Such reductions shall take effect as of the date on which a
record is taken for the purposes of the subject dividend or distribution, or, if
a record is not taken, the date as of which the holders of record of Common
Shares entitled to such dividend or distribution are to be
determined.

     

    
      
         


      

      
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    3.7           Adjustment
Upon Certain Issuances of Common Stock.

     

    (a)           If
the Company, at any time or from time to time, issues or sells any Additional
Shares of Common Stock (as defined below), other than as provided in the
foregoing subsections of this Section 3, for a price per share (which, in
the case of options, warrants, convertible securities or other rights, includes
the amounts paid therefor plus the exercise price, conversion price or other
such amounts payable thereunder) that is less than the Exercise Price then in
effect, then and in each such case, the then applicable Exercise Price shall
automatically be reduced as of the opening of business on the date of such issue
or sale, to a price determined by multiplying the Exercise Price  then
in effect by a fraction (i) the numerator of which shall be (A) the
number of Common Shares deemed outstanding (as determined below) immediately
prior to such issue or sale, plus (B) the number of Common Shares which the
aggregate consideration received by the Company for the total number of
Additional Shares of Common Stock so issued would purchase at such Exercise
Price, and (ii) the denominator of which shall be the number of Common
Shares deemed outstanding (as defined below) immediately prior to such issue or
sale plus the total number of Additional Shares of Common Stock so issued; provided, however, that upon
the expiration or other termination of options, warrants or other rights to
purchase or acquire Common Shares which triggered any adjustment under this
Section 3.7, and upon the expiration or termination of the right to convert or
exchange convertible or exchangeable securities (whether by reason of redemption
or otherwise) which triggered any adjustment under this Section 3.7, if any
thereof shall not have been exercised, converted or exchanged, as applicable,
the number of Common Shares deemed to be outstanding pursuant to this
Section 3.7(a) shall be reduced by the number of shares as to which
options, warrants, and rights to purchase or acquire Common Shares shall have
expired or terminated unexercised, and as to which conversion or exchange rights
shall have expired or terminated unexercised, and such number of shares shall no
longer be deemed to be outstanding; and the Exercise Price then in effect shall
forthwith be readjusted and thereafter be the price that it would have been had
adjustment been made on the basis of the issuance only of the Common Shares
actually issued.  For purposes of the preceding sentence, the number
of Common Shares deemed to be outstanding as of a given date shall be the sum of
(x) the number of Common Shares actually outstanding, (y) the number
of Common Shares for which this Warrant could be exercised on the day
immediately preceding the given date, and (z) the number of Common Shares
which could be obtained through the exercise or conversion of all other rights,
options and convertible securities outstanding on the day immediately preceding
the given date.  “Additional Shares of Common
Stock” shall mean all Common Shares, and all options, warrants,
convertible securities or other rights to purchase or acquire Common Shares,
issued by the Company other than (i) Common Shares issued pursuant to the
exercise of options, warrants or convertible securities outstanding on the date
hereof (including, without limitation, the Amended and Restated Term Note dated
June 30, 2008 issued by the Company to ComVest Capital, LLC (including any
replacement note therefor) and all of the Warrants issued pursuant to the
Revolving Credit and Term Loan Agreement dated as of February 21, 2007 (as
amended) by and between ComVest Capital, LLC and the Company), or hereafter
issued from time to time pursuant to and in accordance with stock purchase or
stock option plans as in effect on the date hereof, and (ii) Common Shares
and/or options, warrants or other Common Share purchase rights for up to an
aggregate of 1,000,000 Common Shares (such number to be subject to adjustment in
accordance with Section 3.2 above), where such options, warrants or other rights
are issued both (A) with exercise prices per Common Share at the then-current
fair market value of a Common Share, as determined in good faith by the Board of
Directors of the Company or the Compensation Committee thereof, and (B) to
employees, officers or directors of, or consultants to, the Company or any
subsidiary pursuant to stock purchase or stock option plans or other
arrangements that are approved by the Company’s Board of Directors or the
Compensation Committee thereof, and by the Company’s stockholders.

     

    
      
         


      

      
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    (b)           In
the event that the exercise price, conversion price, purchase price or other
price at which Common Shares are purchasable pursuant to any options, warrants,
convertible securities or other rights to purchase or acquire Common Shares is
reduced at any time or from time to time (other than under or by reason of
provisions designed to protect against dilution), then, upon such reduction
becoming effective, the Exercise Price then in effect hereunder shall forthwith
be decreased to such Exercise Price as would have been obtained had the
adjustments made and required under this Section 3.7 upon the issuance of such
options, warrants, convertible securities or other rights been made upon the
basis of (and the total consideration received therefor) (i) the issuance of the
number of Common Shares theretofore actually delivered upon the exercise,
conversion or exchange of such options, warrants, convertible securities or
other rights, (ii) the issuance of all of the Common Shares and all other
options, warrants, convertible securities and other rights to purchase or
acquire Common Shares issued after the issuance of the modified options,
warrants, convertible securities or other rights, and (iii) the original
issuance at the time of the reduction of any such options, warrants, convertible
securities or other rights then still outstanding.

     

    (c)           In
no event shall an adjustment under this Section 3.7 be made if it would
result in an increase in the then applicable Exercise Price.

     

    3.8.           Certificate
of Adjustment.  Whenever
the Exercise Price and/or the number of Warrant Shares receivable upon exercise
of this Warrant is adjusted, the Company shall promptly deliver to the Holder a
certificate of adjustment, setting forth the Exercise Price and/or Warrant
Shares issuable after adjustment, a brief statement of the facts requiring the
adjustment and the computation by which the adjustment was made.  The
certificate of adjustment shall be prima facie evidence of the correctness of
the adjustment.

     

    3.9.           Successive
Adjustments.  The
provisions of this Section 3 shall be applicable successively to each event
described herein which may occur subsequent to the issuance of this Warrant and
prior to the exercise in full of this Warrant.

     

    
      
         


      

      
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    4.           Registration;
Exchange and Replacement of Warrant; Reservation of Shares.  The
Company shall keep at the Designated Office a register in which the Company
shall provide for the registration, transfer and exchange of this
Warrant.  The Company shall not at any time, except upon the
dissolution, liquidation or winding-up of the Company, close such register so as
to result in preventing or delaying the exercise or transfer of this
Warrant.

     

    The
Company may deem and treat the person in whose name this Warrant is registered
as the Holder and owner hereof for all purposes and shall not be affected by any
notice to the contrary, until presentation of this Warrant for registration or
transfer as provided in this Section 4.

     

    Upon
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant and (in case of loss, theft or
destruction) of the Holder’s indemnity in form satisfactory to the Company, and
(in the case of mutilation) upon surrender and cancellation of this Warrant, the
Company will (in the absence of notice to the Company that the Warrant has been
acquired by a bona fide purchaser) make and deliver a new Warrant of like tenor
in lieu of this Warrant, without requiring the posting of any bond or the giving
of any security.

     

    The
Company shall at all times reserve and keep available out of its authorized
shares of capital stock, solely for the purpose of issuance upon the exercise of
this Warrant, such number of Common Shares as shall be issuable upon the
exercise hereof.  The Company covenants and agrees that, upon exercise
of this Warrant and payment of the Exercise Price therefor, if applicable, all
Warrant Shares issuable upon such exercise shall be duly and validly authorized
and issued, fully paid and non-assessable.

     

    5.           Investment
Representations.  The
Holder, by accepting this Warrant, covenants and agrees that, at the time of
exercise of this Warrant, if the Warrant Shares shall not then be the subject of
an effective registration statement under the Act, the securities acquired by
the Holder upon exercise hereof are for the account of the Holder or are being
acquired for its own account for investment and are not acquired with a view to,
or for sale in connection with, any distribution thereof (or any portion
thereof) and with no present intention (at such time) of offering and
distributing such securities (or any portion thereof), except in compliance with
applicable federal and state securities laws.

     

    6.           Fractional
Warrants and Fractional Shares.  If
the number of Warrant Shares purchasable upon the exercise of this Warrant is
adjusted pursuant to Section 3 hereof, the Company shall nevertheless not be
required to issue fractions of shares upon exercise of this Warrant or
otherwise, or to distribute certificates that evidence fractional
shares.  With respect to any fraction of a share called for upon any
exercise hereof, the Company shall pay to the Holder an amount in cash equal to
such fraction multiplied by the current market value of a Common Share
(determined in accordance with the last sentence of Section 1.3).

     

    7.           Warrant
Holders Not Deemed Stockholders.  No
Holder of this Warrant shall, as such, be entitled to vote or to receive
dividends or be deemed the holder of Warrant Shares that may at any time be
issuable upon exercise of this Warrant, nor shall anything contained herein be
construed to confer upon the Holder of this Warrant, as such, any of the rights
of a stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action (whether upon any
recapitalization, issue or reclassification of stock, change of par value or
change of stock to no par value, consolidation, merger or conveyance or
otherwise), or to receive notice of meetings, or subscription rights, until such
Holder shall have exercised this Warrant and been issued Warrant Shares or
deemed to have been issued Warrant Shares in accordance with the provisions
hereof.

     

    
      
         


      

      
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    8.           Notices.  Any
notice which is required to be given by this Warrant must be in writing, and
shall be given or served, unless otherwise expressly provided herein, by
depositing the same in the United States Mail, postpaid and certified and
addressed to the party to be notified, with return receipt requested, or by
delivering the same by courier or in person to such party (or, if the party or
parties to be notified be incorporated, to an officer of such
party).  Notice deposited in the mail, postpaid and certified with
return receipt requested, shall be deemed received and effective upon the
deposit in a proper United States depository.  Notice given in any
other manner shall be effective only if and when received by the party to be
notified.  For the purposes of notice, the addresses of the parties
for the receipt of notice hereunder are:

     

    If to the
Company:

    LaPolla
Industries, Inc.

     

    15402
Vantage Parkway East, Suite 322

     

    Houston,
Texas  77032

     

    Telephone:  (281)
219-4700

     

    Fax:  (281)
219-4710

     

    Attention:  Michael
T. Adams, EVP and Secretary

     

    If to the
Holder:

    ComVest
Capital, LLC

    One North
Clematis, Suite 300

    West Palm
Beach, Florida  33401

    Attention:
Chief Financial Officer

    Telephone:  (281)
468-0434

    e-mail:  larryl@comvest.com

     

    


    Any party
shall have the right from time to time, and at any time, to change its address
for the receipt of notice by giving at least five (5) days’ prior written notice
of the change of its address to the other parties in the manner specified
herein.

     

    9.           Successors.  All
the covenants, agreements, representations and warranties contained in this
Warrant shall bind the parties hereto and their respective heirs, executors,
administrators, distributees, successors, assigns and transferees.

     

    10.           Law
Governing.  THIS
WARRANT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES
THEREOF.

     

    
      
         


      

      
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    11.           Entire
Agreement; Amendments and Waivers.  This
Warrant, together with the Registration Rights Agreement of even date herewith
executed by the Company for the benefit of the Holder, sets forth the entire
understanding of the parties with respect to the subject matter
hereof.  The failure of any party to seek redress for the violation or
to insist upon the strict performance of any term of this Warrant shall not
constitute a waiver of such term and such party shall be entitled to enforce
such term without regard to such forbearance.  This Warrant may be
amended, and any breach of or compliance with any covenant, agreement, warranty
or representation may be waived, only if the Company has obtained the written
consent or written waiver of the Holder, and then such consent or waiver shall
be effective only in the specific instance and for the specific purpose for
which given.

     

    12.           Severability;
Headings.  If
any term of this Warrant as applied to any person or to any circumstance is
prohibited, void, invalid or unenforceable in any jurisdiction, such term shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or
invalidity without in any way affecting any other term of this Warrant or
affecting the validity or enforceability of this Warrant or of such provision in
any other jurisdiction.  The Section headings in this Warrant have
been inserted for purposes of convenience only and shall have no substantive
effect.

     

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remainder of this page is intentionally blank]

     

    
      
         


      

      
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    IN WITNESS WHEREOF, the Company has
caused this Warrant to be duly executed as of the 30th day of June,
2008.

     

    
      	 
      	
              LAPOLLA
      INDUSTRIES, INC.

            
	 
      	
              By:

            	
              /s/  Michael
      T. Adams, EVP

            
	 
      	 
      	
              Name:

            	
              Michael
      T. Adams

            
	 
      	 
      	
              Title:

            	
              Executive
      Vice President

            


    


    
      
         


      

      
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    ANNEX A

     

    NOTICE
OF EXERCISE

     

    (To
be executed upon partial or full

    exercise
of the within Warrant)

     

    The
undersigned hereby irrevocably elects to exercise the right to purchase
__________ shares of Common Stock of LaPolla Industries, Inc. covered by the
within Warrant according to the conditions hereof and herewith makes payment of
the Exercise Price of such shares in full in the amount of
$______________.

     

    
      	 
      	
              By:

            	 
      
	 	 	
              (Signature
      of Registered Holder)

            


    

     

    
      	
              Dated:

            	 
      	 
      


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ANNEX B

     

    CASHLESS
EXERCISE FORM

     

    (To
be executed upon partial or full

    exercise
of Warrants pursuant to Section 1.3 of the Warrant)

     

    The
undersigned hereby irrevocably elects to surrender ____________ shares of Common
Stock of LaPolla Industries, Inc. purchasable under the Warrants for such shares
of Common Stock issuable in exchange therefor pursuant to the Cashless Exercise
provisions of the within Warrants, as provided for in Section 1.3 of such
Warrant.

     

    Please
issue a certificate or certificates for such Common Stock in the name of, and
pay cash for fractional shares in the name of:

     

    (Please
print name, address, and social security number/tax identification
number:)

     

     

    and, if
said number of shares of Common Stock shall not be all the shares of Common
Stock purchasable thereunder, that a new Warrant for the balance remaining of
the shares of Common Stock purchasable under the within Warrants be registered
in the name of the undersigned Holder or its transferee as below indicated and
delivered to the address stated below.

     

    
      	
              Dated:

            	 
      	 
      


    

     

    Name of
Warrant Holder

    
      	
              or transferee:

            	 
      


    

    (Please
print)

     

    
      	
              Address:

            	 
      
	
               

              Signature:

            	 
      


    

     

    
      	
              NOTICE:

            	
              The
      signature on this form must correspond with the name as written upon the
      face of this Warrant in every particular, without alteration or
      enlargement or any change
whatsoever.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ANNEX C

     

    ASSIGNMENT
FORM

     

    FOR VALUE
RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns
and transfers unto the Assignee named below all of the rights of the undersigned
under this Warrant, with respect to the number of shares of Common Stock set
forth below:

     

    


    
      	
              Name and Address of
      Assignee

            	
              No.
      of Shares of

              Common
      Stock

            


    

     

     

    and does
hereby irrevocably constitute and appoint _______________________
attorney-in-fact to register such transfer onto the books of LaPolla Industries,
Inc. maintained for the purpose, with full power of substitution in the
premises.

     

    
      	
              Dated:

            	 
      	 
      	
              Print Name:

            	 
      
	 
      	 
      	 
      	
               

              Signature:

            	 
      
	 
      	 
      	 
      	
               

              Witness:

            	 
      


    

     

     

    
      	
              NOTICE:

            	
              The
      signature on this assignment must correspond with the name as written upon
      the face of this Warrant in every particular, without alteration or
      enlargement or any change
whatsoever.