Richard J. Kurtz
Nine Duck Pond Road
Alpine, New Jersey 07632
November 14, 2014
Lapolla Industries, Inc.
15402 Vantage Parkway East
Houston, Texas 77032
Re: Bank of America Financial Substitution Commitment
This is in response to your request that I
provide an assurance as to funding to: (1) pay off the amount outstanding under the revolver loan (“Revolver Loan”)
pursuant to that certain Loan and Security Agreement, as amended, between Bank of America, N.A. (“Bank”) and Lapolla
Industries, Inc. (the “Company”), which matures on February 15, 2015 (“Loan Agreement”); and (2) make available
working capital of up to $1.5 Million for the Company’s ongoing operations from the date hereof and on or after the maturity
date of the Loan Agreement (“Financial Substitution Commitment”).
I hereby confirm that, upon the request of
Management, I so commit to provide funding for the Financial Substitution Commitment.
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. If such funding
is required to be made personally by me, such funding will take the form of a loan bearing 8% interest per annum, which matures June 10, 2017. If such
funding is otherwise provided by an appropriate lending or other institution, such funding will take the form as determined by
such lending or other institution and approved by the Board of Directors of the Company and mature June 10, 2017.
I have been further advised and understand
that the aforesaid commitment and obligation shall be superseded and become null and void in the event and to the extent that the
Company is independently funded by a third party source, either privately or institutionally: (1) at or before the time the Financial
Substitution Commitment is due and the Revolver Loan is repaid and Loan Agreement obligation is fully satisfied; and (2) working
capital of $1.5 Million for the Company’s ongoing operations is obtained from the date hereof and on or after the maturity
date of the Loan Agreement.
In the event that I, or the lending institution
utilized by me, loan funds for payment of the above Financial Substitution Commitment, and the Company thereafter raises funds
through any other available independent means, at my option and sole discretion, such funds shall be first utilized to repay loans
made to satisfy the Financial Substitution Commitment.
Very truly yours,
/s/ Richard J. Kurtz
Richard J. Kurtz