Uniroyal Global Engineered Products, Inc. – Credit Agreements Watch

from 10-K 13 pages Wardle Storeys (Earby) Limited, a Company Incorporated Under the Laws of England and Wales With Company Number 04710820 (The “Obligor”), and the Lender Are Parties to (I) a Receivables Finance Agreement Dated October 6, 2009 (As Amended, Modified, Renewed or Extended From Time to Time, the “Finance Agreement”), (II) a Loan Agreement Dated March 4, 2013 (As Amended, Modified, Renewed or Extended From Time to Time, the “Initial Loan Agreement”), and (III) a Loan Agreement Dated February 13, 2014 (As Amended, Modified, Renewed or Extended From Time to Time, the “Additional Loan Agreement”). the Guarantor Has Agreed to Guarantee the Indebtedness and Other Obligations of the Obligor to the Lender Under or in Connection With the Finance Agreement, the Initial Loan Agreement and the Additional Loan Agreement (The “Facilities Agreements”) as Set Forth Herein. the Guarantor, as Indirect Parent Company of the Obligor, Will Derive Substantial Direct and Indirect Benefits From the Extension of Credit to the Obligor Pursuant to the Facilities Agreements (Which Benefits Are Hereby Acknowledged by the Guarantor). Accordingly, to Induce the Lender to Extend Credit to the Obligor, and in Consideration Thereof, the Guarantor Hereby Agrees as Follows: Section 1 Definitions; Interpretation. (A) Certain Defined Terms. as Used in This Guaranty, the Following Terms Shall Have the Following Meanings: “Affiliate” Means, With Respect to a Specified Person, Another Person That Directly, or Indirectly Through One or More Intermediaries, Controls or Is Controlled by or Is Under Common Control With the Person Specified. “Bankruptcy Code” Means Title 11 of the United States Code Entitled “Bankruptcy.” “Collateral” Means Any Property and Interests and Proceeds Thereof Now or Hereafter Acquired by the Obligor or Any Other Person in Which a Lien Shall Exist in Favor of the Lender to Secure the Guaranteed Obligations

from 8-K 3 pages Agreement to Amend the Line of Credit

from 10-K 6 pages Senior Secured Line of Credit Promissory Note

from 10QSB 4 pages 1. Transactions. Ascendiant Anticipates One or More Transactions, Involving the Sale of the Client’s Securities to Institutional and/or Accredited Investors (“Investor” or “Investors”). the Actual Terms and Structure of Each Transaction Will Depend on Market Conditions and Will Be Subject to Negotiation Between the Client (And Ascendiant on Behalf of Client and at the Direction of Client) and Prospective Investors. in All Instances the Terms Will Be Subject to the Written Approval of Client. 2. Engagement. in Connection Herewith, Ascendiant Shall Provide the Following Financial Advisory and Placement Agent Services on a Best Efforts Basis to the Client: A. Advise the Client With Respect to the Form and Structure of Each Transaction; B. Assist the Client in Developing Any Necessary Materials; C. Identify and Make Contact With Prospective Investors; D. Assist the Client in Conducting Presentations and Due Diligence Meetings With Prospective Investors; and E. Provide Such Other Financial Advisory and Investment Banking Services as Are Reasonably Necessary to Consummate Each Transaction

from 8-K 2 pages First Amendment to Facility Loan Agreement

from 8-K 11 pages Facility Loan Agreement Article 1 Recitals and Definitions

from 10SB12G ~20 pages Business Loan Agreement