Richard J. Kurtz
Nine Duck Pond Road
Alpine, New Jersey 07620
July 26, 2013
Lapolla Industries, Inc.
15402 Vantage Parkway East
Houston, Texas 77032
Re: Enhanced Financial Commitment
Pursuant to that certain Note Purchase Agreement
dated June 29, 2012, as amended from time to time, between Lapolla Industries, Inc. (the “Company”) and Enhanced Jobs
for Texas Fund, LLC and Enhanced Capital Texas Fund, LP, for $4.4 Million subordinated secured variable rate notes maturing June
29, 2014 (the “Note Purchase Agreement”) and being fully mindful of the Company’s agreements with holder(s) of
secured indebtedness of the Company, this is in response to your request that I provide an assurance to provide the necessary funding
to pay the $2,314,000 balloon payment under the Note Purchase Agreement, which is due on the maturity date (the “Enhanced
Commitment”). Taking into account the Company’s obligations under the existing agreement(s) with holder(s) of secured
indebtedness of the Company, such Enhanced Commitment funding plus an additional $450,000 will be required to be paid 90 days prior
to the Enhanced Commitment due date, or by March 31, 2014 (the “Total Commitment”).
I hereby commit to provide funding, upon the
request of Management, for the Total Commitment as described above.
I understand that such funding will have the
same subordination characteristics as the Note Purchase Agreement, it will take the form of a demand loan bearing 8% interest per
annum, and be subject to the rights of holder(s) of secured indebtedness of the Company. This commitment will either be satisfied
from personal funds, or, I will cause the funds to be otherwise provided by an appropriate lending or other institution.
I have been further advised and understand
that the aforesaid commitment and obligation will be superseded in the event and to the extent that: (a) the Company is independently
funded by a third party source, either privately or institutionally, at or before the time the Total Commitment as such relates
to the Note Purchase Agreement is fully satisfied; or (b) in the event any outstanding balance under the Note Purchase Agreement,
plus accrued interest, is satisfied in connection with a liquidity event as defined in and pursuant to the Note Purchase Agreement.
I also understand that if the Note Purchase
Agreement is amended and the amount of the Total Commitment is modified or adjusted downward, then the value of the modification
entered into therewith shall be considered funds received from a third party source and shall serve as an offset against my Total
In the event that I, or the lending institution
utilized by me, have loaned funds for payment of the above Total Commitment, and the Company thereafter raises funds through any
other available independent means after the Total Commitment has been paid, subject to the rights of holder(s) of secured indebtedness
of the Company, at my option and sole discretion (or of the lending institution provided by me), such funds or appropriate portion
thereof shall be promptly repaid.
Very truly yours,
/s/ Richard J. Kurtz
Richard J. Kurtz