Exhibit 10.69


 


PROMISSORY NOTE FIFTH AMENDMENT AGREEMENT


 


 


THIS PROMISSORY NOTE FIFTH AMENDMENT AGREEMENT
(this “Agreement”) is entered into as of the 25th day of March 2022 by and between Uniroyal Global Engineered Products, Inc.,
a Nevada corporation (the “Company”), and Howard R. Curd, an individual residing at 1111 Ritz Carlton Drive, Apartment 1703,
Sarasota, Florida 34236 (“Lender”).


 


WHEREAS, the Company issued a Senior Secured
Promissory Note dated December 31, 2014 to Lender in the aggregate principal amount of One Million Four Hundred Seventy Thousand Fifty-Seven
and 27/100 Dollars ($1,470,057.27) (the “Note”), any capitalized terms not defined in this Agreement having the meanings set
forth in the Note; and


 


WHEREAS, Lender holds the Note; and


 


WHEREAS, the Company and the Lender entered
into a Promissory Note Amendment Agreement dated October 1, 2017 (the “First Amendment”), whereby the Lender agreed to the
Company’s deferral until October 1, 2018 of principal payments with quarterly principal payments in the amount of $153,130.97 plus
accrued interest starting October 1, 2018; and


 


WHEREAS, the Company and the Lender entered
into a Promissory Note Second Amendment Agreement dated December 15, 2018 (the "Second Amendment"), whereby the date for principal
payments of the $765,654.83 note that were due to start on October 1, 2018 were deferred to a single payment due on January 15, 2021;
and


 


WHEREAS, the Company and the Lender entered
into a Promissory Note Third Amendment Agreement dated March 20, 2020 (the "Third Amendment"), whereby the date for the principal
payment of the $765,654.83 note that was to be made on January 15, 2021 was deferred to a single payment due on January 15, 2022; and


 


WHEREAS, the Company and the Lender entered
into a Promissory Note Fourth Amendment Agreement dated March 26, 2021 (the "Fourth Amendment"), whereby the date for the principal
payment of the $765,654.83 note that was to be made on January 15, 2022 was deferred to a single payment due on January 15, 2023; and


 


WHEREAS, the principal balance of the Note
as of March 25, 2022 is $765,654.83; and


 


WHEREAS, the Company desires to amend the
Note on the terms set forth in this Fifth Amendment Agreement;


 



    	 		 



    	 



    

 


NOW THEREFORE, in consideration of the premises
and the terms of this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:


 


		1.	Section 2 of the Note is hereby amended by adding at the end the following sentence:, all other terms
of the Note continuing unchanged:



 


Lender agrees to the Company’s deferral of principal
payments, but not interest. Borrower shall pay accrued interest on or before April 15, 2022 and before the fifteenth day of each calendar
quarter thereafter. The principal is due in a single payment together with accrued interest on January 15, 2024.

 


		2.	Except as hereby amended, all other terms of the Note shall continue
in full force and effect.



 


IN WITNESS WHEREOF, the parties have duly
executed this Agreement as of the date first set forth above.


 


 


UNIROYAL GLOBAL ENGINEERED PRODUCTS, INC


(the “Company”)


 


 


	By: 	Edmund C. King	 	Howard R. Curd	 
	 	Edmund C. King	 	Howard R. Curd (“Lender”)	 
	 	Chief Financial Officer	 	 	 


 


 


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