Exhibit 10.74


 


AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT


 


THIS AMENDMENT NO. 1 TO
NOTE PURCHASE AGREEMENT (this “Amendment”), dated as of April 8, 2012, with an effective date as of
February 28, 2014, is by and among LAPOLLA INDUSTRIES, INC., a Delaware corporation (the “Debtor”),
ENHANCED JOBS FOR TEXAS FUND, LLC, a Delaware limited liability company (Enhanced Texas”), and ENHANCED CREDIT
SUPPORTED LOAN FUND, LP, a Delaware limited partnership (“Enhanced Credit,” and together with Enhanced Texas and
any Assignee, each a “Purchaser” and together the “Purchasers”). Unless otherwise defined herein or the
context otherwise requires, capitalized terms used herein shall have the meanings ascribed thereto in the Note Purchase Agreement
(as defined below).


 


WHEREAS, the Purchasers
have extended certain credit facilities in favor of the Debtor pursuant to that certain Note Purchase Agreement, dated as of December
10, 2013 by and between the Debtor and the Purchasers (the “Note Purchase Agreement”); and


 


WHEREAS, the Debtor
and the Purchasers have agreed, subject to the terms and conditions hereof, to amend the Note Purchase Agreement by (i) changing
certain covenants in the Note Purchase Agreement, and (ii) providing for the payment of legal fees in connection with this amendment;
and


 


NOW, THEREFORE,
in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:


 


1.                 
Amendment to Note Purchase Agreement. Upon execution of this Amendment by the parties hereto, the
Note Purchase Agreement is amended as follows:


 


(a)               
Section 1.1 is hereby amended by adding the definition of Amendment No. 1 to Note Purchase Agreement as follows:


 


“Amendment No. 1 to
Note Purchase Agreement” means that certain Amendment No. 1 to Note Purchase Agreement effective as of February 28,
2014, dated as of April 8, 2014 between the parties hereto.


 


(b)              
Section 7.18 of the Note Purchase Agreement, is hereby amended and restated as follows effective February 28, 2014:


 


“Section 7.18Minimum
EBITDA. The Borrower shall not permit its EBITDA for the three (3) months ending on the last day of each month set forth below
to be less than the corresponding amount set forth below for such period:


 





	Three Month Period Ended	Minimum EBITDA
	February 28, 2014	$176,963*
	March 31, 2014	($212,190)
	April 30, 2014	($116,215)
	May 31, 2014 	$170,247
	June 30, 2014	$543,179
	July 31, 2014	$748,637
	August 31, 2014	$941,489
	September 30, 2014	$1,015,570
	October 31, 2014	$1,030,250
	November 30, 2014	$866,285
	December 31, 2014	$464,898
	January 31, 2015	$244,032
	February 28, 2015	$241,732
	March 31, 2015	$380,909
	April 30, 2015	$585,206
	May 31, 2015	$702,332
	June 30, 2015	$860,241
	July 31, 2015	$936,405
	August 31, 2015	$1,037,729
	September 30, 2015	$1,106,449
	October 31, 2015	$1,118,798
	November 30, 2015	$961,266
	December 31, 2015	$644,110
	January 31, 2016	$388,714
	February 28, 2016	$369,753
	March 31, 2016	$504,159
	April 30, 2016	$722,280
	May 31, 2016	$850,910
	June 30, 2016	$1,018,721
	July 31, 2016	$1,100,352
	August 31, 2016	$1,205,180
	September 30, 2016	$1,277,165
	October 31, 2016	$1,289,091
	November 30, 2016	$1,119,637
	December 31, 2016	$781,931







 


(*) For purposes of the February 2014
minimum EBITDA calculation the Debtor will be permitted to add-back to EBITDA the amount of $236,737 which represents a portion
of the Note Receivable to Dena Lynn Sosebee and Chemical Design, Corporation dated May 14, 2013 in the amount of $515,708.69 and
Amended on February 14, 2014 in the amount of $473,473.40 which the Debtor elected to reserve $236,737 as of December 31, 2013.”


 


2.                 
Loan Documents Generally. All references to the Note Purchase Agreement in the Loan Documents and
any other documents evidencing, securing or otherwise relating to the credit extended by Purchasers in favor of Debtor shall mean
the Note Purchase Agreement and as modified hereby and this Amendment shall itself constitute a Loan Document.


 


3.                 
Representations and Warranties. The Debtor hereby represents and warrants to the Purchasers that:


(i)                
No Default or Event of Default will exist after giving pro forma effect to this Amendment, the consent contained herein
and the transactions contemplated by and consented to in this Amendment;


 


(ii)              
Giving effect to this Amendment, the representations and warranties set forth in the Note Purchase Agreement are, subject
to the limitations set forth therein, true and correct in all material respects as of the date hereof (except for those which expressly
relate to an earlier date) and each of such representations and warranties (except to the extent such
representations and warranties expressly relate to an earlier date) together with each of the representations and warranties contained
in this Amendment shall be true and correct on and as of the date of consummation of the transactions contemplated by and consented
to in this Amendment, as if such representations and warranties were made on such date;


 


(iii)            
The Debtor has the organizational power and authority to execute and deliver this Amendment and to perform its obligations
hereunder and has taken all necessary organizational action to authorize the execution, delivery and performance by it of this
Amendment; and


 


(iv)            
The Debtor has duly executed and delivered this Amendment, and this Amendment constitutes its legal, valid and binding obligation
enforceable in accordance with its terms.


 


4.                 
Amendment; No Implied Waiver. This Amendment shall be limited precisely as written and shall not
operate as a consent to any other action or inaction by the Debtor, or as a waiver or amendment of any right, power, or remedy
of the Purchasers under the Note Purchase Agreement or the other Loan Documents nor constitute a consent to any action or inaction,
or a waiver or amendment of any provision contained in the Note Purchase Agreement and the other Loan Documents except as specifically
provided herein.


 


5.                 
Reaffirmation of Debtor Obligations; Other Acknowledgement and Consents. The Debtor hereby:


 


(a)               
Agrees that it is truly and justly indebted to the Purchasers for all of the Debtor’s obligations under the Note Purchase
Agreement and the other Loan Documents without defense, offset or counterclaim of any kind whatsoever and reaffirms and admits
the validity and enforceability of the Note Purchase Agreement and the Loan Documents to which it is a party and the liens upon
and security interests in the collateral which were granted pursuant to the Loan Documents to which it is a party;


 


(b)              
Consents to the execution and delivery of this Amendment by the Debtor and to the terms and conditions set forth herein
and any other waivers, consents or amendments which the Purchasers deems appropriate;


 


(c)               
Agrees to be bound by the terms and conditions of the Note Purchase Agreement as amended or modified by this Amendment;


 


(d)              
Acknowledges and agrees that all obligations of the Debtor under the Note Purchase Agreement, as amended and modified by
this Amendment, and the other Loan Documents pursuant to which the Debtor grants any security to the Purchasers, are secured pursuant
to the Loan Documents and all references in the Loan Documents to the secured obligations or language of similar meaning shall
hereafter be deemed to include the Debtor’s obligations to the Purchasers under the Note Purchase Agreement, as modified
by this Amendment and the other instruments, documents and agreements executed and delivered pursuant hereto or in connection herewith;
and


 


(e)Notwithstanding any prior disregard
of any of the terms of the Note Purchase Agreement or any of the Loan Documents, agrees that the terms of the Note Purchase Agreement
and each of the Loan Documents shall be strictly adhered to on and after the date hereof in accordance with the terms hereof.


 


6.                 
Further Assurances. The Debtor will execute such additional documents as are reasonably requested
by the Purchasers to reflect the terms and conditions of this Amendment and will cause to be delivered such agreements, certificates,
legal opinions and other documents as are reasonably required by the Purchasers. To the extent a legal opinion and secretary certificate
approving and ratifying this Agreement, in form and substance reasonably satisfactory to the Purchasers are not delivered to the
Purchasers on or prior to April __, 2014, it will constitute an event of default under this Amendment and an Event of Default under
the Note Purchase Agreement.


 


7.               Counterparts/Telecopy. This
Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be original and all
of which shall constitute together but one and the same agreement. Delivery of executed counterparts of this Amendment by
telecopy shall be effective as an original and shall constitute a representation that an original shall be delivered.


 


8.                 
Governing Law/Consent to Jurisdiction/Waiver of Jury Trial. THIS AMENDMENT SHALL BE DEEMED TO
BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK AND THE PARTIES HERETO HEREBY CONSENT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE 2ND
CIRCUIT, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION BROUGHT TO ENFORCE ANY RIGHTS UNDER THIS AGREEMENT AND ANY RELATED
DOCUMENT OR INSTRUMENT. EACH OF THE PARTIES HERETO HEREBY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM OR
PROCEEDING ARISING OUT OF OR RELATED TO THIS AMENDMENT.


 


9.                 
Survival. All warranties, representations and covenants made by Debtor herein, or in any agreement
referred to herein or in any certificate, document or other instrument delivered by it or on its behalf under this Amendment, shall
be considered to have been relied upon by the Purchasers. All statements in any such certificate or other instrument shall constitute
warranties and representations by Debtor hereunder. All warranties, representations, and covenants made by Debtor hereunder or
under any other agreement or instrument shall be deemed continuing until the payment in full, in cash, and indefeasible satisfaction
of all obligations and any other obligations of Purchasers and any commitment of Purchasers to extend credit to Debtor shall have
been irrevocably terminated.



     

     

    

IN WITNESS WHEREOF, the Debtor and the
other parties listed below have caused this Amendment to be duly executed as of the day and year first above written.


 


DEBTOR:


 


LAPOLLA INDUSTRIES, INC.


 


 


 


By: /s/ Michael T. Adams, EVP


Name: Michael T. Adams


Title: Executive Vice President


 


 


AGENT AND PURCHASER:


 


ENHANCED CREDIT SUPPORTED LOAN FUND,
LP


By: Enhanced CSLF GP, LLC, its general
partner


 


 


 


By: /s/ Douglas Cruikshank


Name: Douglas Cruikshank


Title: Manager


 


 


PURCHASER:


 


ENHANCED JOBS FOR TEXAS FUND, LLC


 


 


 


By: /s/ Michael A.G. Korengold


Name: Michael A.G. Korengold


Title: President and CEO