Universal Power Group Inc. Sample Contracts

3,000,000 Shares of Common Stock UNIVERSAL POWER GROUP, INC. UNDERWRITING AGREEMENT ____________ , 2006
Underwriting Agreement • October 26th, 2006 • Universal Power Group Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • New York

LADENBURG THALMANN & CO. INC. WUNDERLICH SECURITIES, INC. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS NAMED IN SCHEDULE I HERETO c/o Ladenburg Thalmann & Co. Inc. 153 East 53rd Street, 49th Floor New York, N.Y. 10022

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Security Agreement (Comprehensive)
Security Agreement • December 31st, 2012 • Universal Power Group Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • Texas

As of December 20, 2012, for value received, the undersigned (“Debtor”) pledges, assigns and grants to Comerica Bank (“Bank”), whose address is P. O. Box 650282, Dallas, Texas 75265-0282, Attention: Commercial Lending Services, Mail Code 6514, a continuing security interest and lien (any pledge, assignment, security interest or other lien arising hereunder is sometimes referred to herein as a “security interest”) in the Collateral (as defined below) to secure payment when due, whether by stated maturity, demand, acceleration or otherwise, of all existing and future indebtedness (“Indebtedness”) to the Bank of UNIVERSAL POWER GROUP, INC. (“Borrower”) and/or Debtor. Indebtedness includes without limit any and all obligations or liabilities of the Borrower and/or Debtor to the Bank, whether absolute or contingent, direct or indirect, voluntary or involuntary, liquidated or unliquidated, joint or several, known or unknown, originally payable to the Bank or to a third party and subsequently

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EMPLOYMENT AGREEMENT
Employment Agreement • August 14th, 2009 • Universal Power Group Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • Texas

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 1st day of June, 2009, by and among UNIVERSAL POWER GROUP, INC., a Texas corporation (the “Company”), having its principal place of business at 1720 Hayden Drive, Carrollton, Texas 75006, on the one hand, and IAN EDMONDS, residing at ___________________ (the “Executive”), on the other.

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FORM OF STOCK OPTION AGREEMENT
Stock Option Agreement • December 13th, 2006 • Universal Power Group Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • Texas

STOCK OPTION AGREEMENT (hereinafter called this "Agreement") made as of this ____ day of _________ , 20__ between Universal Power Group, Inc., a Texas corporation (hereinafter called the "Corporation"), and ______________ (hereinafter called the "Optionee").

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EMPLOYMENT AGREEMENT
Employment Agreement • November 30th, 2006 • Universal Power Group Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • Texas

In consideration of the employment, or continued employment, of Randy Hardin (hereinafter referred to as "Employee") by Universal Power Group, Inc., a Texas corporation (hereinafter referred to as "Company") and the attendant benefits to the Employee as a result thereof, Company and Employee agree as follows:

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SECOND RENEWAL AND MODIFICATION AGREEMENT
Second Renewal and Modification Agreement • November 30th, 2006 • Universal Power Group Inc. • Wholesale-electrical apparatus & equipment, wiring supplies

THIS SECOND RENEWAL AND MODIFICATION AGREEMENT (this “Modification”) is made by and between UNIVERSAL POWER GROUP, INC., a Texas corporation (“Borrower”), and COMPASS BANK (“Lender”), to be effective as of the 18th day of April, 2006.

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FIRST AMENDMENT TO MASTER REVOLVING PROMISSORY NOTE
Master Revolving Promissory Note • November 30th, 2006 • Universal Power Group Inc. • Wholesale-electrical apparatus & equipment, wiring supplies

THIS FlRST AMENDMENT TO MASTER REVOLVING PROMISSORY NOTE (this “Amendment”) is executed on April 18, 2006 (the “Effective Date”), by and between UNIVERSAL POWER GROUP, INC., a Texas corporation (“Borrower”), and COMPASS BANK (together with its successors and assigns, “Lender”).

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EMPLOYMENT AGREEMENT
Employment Agreement • November 30th, 2006 • Universal Power Group Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • Texas

In consideration of the employment, or continued employment, of Ian C. Edmonds (hereinafter referred to as "Employee") by Universal Power Group, Inc., a Texas corporation (hereinafter referred to as "Company") and the attendant benefits to the Employee as a result thereof, Company and Employee agree as follows:

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EMPLOYMENT AGREEMENT
Employment Agreement • November 30th, 2006 • Universal Power Group Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • Texas

In consideration of the employment, or continued employment, of Mee Mee Tan (hereinafter referred to as "Employee") by Universal Power Group, Inc., a Texas corporation (hereinafter referred to as "Company") and the attendant benefits to the Employee as a result thereof, Company and Employee agree as follows:

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CUSTOMER NON DISCLOSURE AND SUPPLY AGREEMENT
Customer Non Disclosure and Supply Agreement • November 30th, 2006 • Universal Power Group Inc. • Wholesale-electrical apparatus & equipment, wiring supplies

THIS AGREEMENT IS MADE THIS 6TH DAY OF MAY, 1998 BY AND BETWEEN STAN BATTAT D/B/A IMPORT CONSULTANTS OF TRUMBULL CONNECTICUT (“IMPORT”) AND UNIVERSAL BATTERY CORPORATION OF DALLAS, TEXAS.

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CREDIT AGREEMENT
Credit Agreement • December 31st, 2012 • Universal Power Group Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • Texas

THIS CREDIT AGREEMENT is made and delivered to be effective as of December 20, 2012, by and between UNIVERSAL POWER GROUP, INC., a Texas corporation (herein referred to with all successors, assigns and/or personal representatives as the “Borrower”), and COMERICA BANK (herein referred to with its successors and assigns as the “Bank”). For and in consideration of the mutual promises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Bank agree as follows:

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EXHIBIT 10.1 THIRD PARTY LOGISTICS & PURCHASE AGREEMENT THIS THIRD PARTY LOGISTICS AND PURCHASE AGREEMENT ("AGREEMENT") ENTERED INTO AS OF NOVEMBER 3, 2008 BY AND BETWEEN BRINK'S HOME SECURITY, INC., LOCATED AT 8880 ESTERS BOULEVARD, IRVING, TEXAS...
Third Party Logistics & Purchase Agreement • November 7th, 2008 • Universal Power Group Inc. • Wholesale-electrical apparatus & equipment, wiring supplies
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UNSECURED PROMISSORY NOTE
Unsecured Promissory Note • November 30th, 2006 • Universal Power Group Inc. • Wholesale-electrical apparatus & equipment, wiring supplies

FOR VALUE RECEIVED, the undersigned, UNIVERSAL POWER GROUP, INC., a Texas corporation (“Maker”), promises to pay to the order of ZUNICOM, INC., a Texas corporation (“Payee”), on or before _________ , 2012 (the “Maturity Date”), the principal sum of ____ MILLION AND NO/100 DOLLARS ($__,000,000.00) , with interest thereon from this date on the unpaid principal amount hereof from time to time outstanding at the rate of interest provided below, both principal and interest payable as provided below in lawful money of the United States of America at the address of Payee set forth below or at such other place within Dallas County, Texas, as from time to time may be designated by the holder of this Unsecured Promissory Note (the “Note”).

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LEASE AGREEMENT
Lease Agreement • September 12th, 2006 • Univeral Power Group Inc.

This Lease Agreement ("Lease"), made this 30 day of April, 2003, by and between VANA ECONOMOPOULOS, an Individual ("LESSOR") and UNIVERSAL BATTERY CORPORATION, a Texas corporation ("LESSEE").

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THIRD PARTY LOGISTICS & PURCHASE AGREEMENT
Third Party Logistics & Purchase Agreement • November 30th, 2006 • Universal Power Group Inc. • Wholesale-electrical apparatus & equipment, wiring supplies

THIS THIRD PARTY LOGISTICS AND PURCHASE AGREEMENT (“Agreement”) entered into as of November 22, 2006 by and between BRINK’S HOME SECURITY, INC. (“Brink’s”) and UNIVERSAL POWER GROUP, INC. (“UPG”) by which UPG will provide third party logistics services to Brink’s including, but not limited to, assembling, shipping, storing, procuring and other related services. UPG will also coordinate battery recycling services to Brink’s. The following terms and conditions apply:

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CREDIT AGREEMENT among UNIVERSAL POWER GROUP, INC. as Borrower, MONARCH OUTDOOR ADVENTURES, LLC, as an Obligated Party, WELLS FARGO BANK, NATIONAL ASSOCIATION as Agent, WELLS FARGO SECURITIES, LLC, as Lead Arranger, and the BANKS named herein December...
Credit Agreement • December 23rd, 2009 • Universal Power Group Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • Texas
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UNIVERSAL POWER GROUP ENTERS INTO AGREEMENT TO PURCHASE ASSETS OF MONARCH HUNTING PRODUCTS
Asset Purchase Agreement • September 25th, 2008 • Universal Power Group Inc. • Wholesale-electrical apparatus & equipment, wiring supplies

Carrollton, Texas – (BUSINESS WIRE) – September 25, 2008 – Universal Power Group, Inc. (AMEX: UPG), a leading provider of third-party logistics and supply chain management services, and a global distributor of batteries, security products and related portable power products, announced today that it has entered into an agreement for the purchase of all of the tangible and intangible assets used in connection with the business known as Monarch Hunting Products (“Monarch”). The Monarch product line includes hunting and hunting-related products sold under the names “Monarch”, “Monarch Hunting Products” and derivatives thereof.

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SECURITY AGREEMENT
Security Agreement • December 23rd, 2009 • Universal Power Group Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • Texas

THIS SECURITY AGREEMENT (the “Agreement”) dated as of December 16, 2009, is by and among UNIVERSAL POWER GROUP, INC. (“Borrower”), MONARCH OUTDOOR ADVENTURES, LLC, UNIVERSAL BATTERY CORPORATION, and UNIVERSAL MOBILITY, INC., and any Subsidiary or other entity who may become a party hereto pursuant to the execution and delivery of a Subsidiary Joinder Agreement (including Borrower, each a “Debtor” and collectively the “Debtors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Secured Parties as that term is defined below (“Agent”).

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UNSECURED PROMISSORY NOTE
Unsecured Promissory Note • November 30th, 2006 • Universal Power Group Inc. • Wholesale-electrical apparatus & equipment, wiring supplies

FOR VALUE RECEIVED, the undersigned, UNIVERSAL POWER GROUP, INC., a Texas corporation (“Maker”), promises to pay to the order of ZUNICOM, INC., a Texas corporation (“Payee”), on or before _________ , 2012 (the “Maturity Date”), the principal sum of TWO MILLION EIGHT HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($2,850,000.00), with interest thereon from this date on the unpaid principal amount hereof from time to time outstanding at the rate of interest provided below, both principal and interest payable as provided below in lawful money of the United States of America at the address of Payee set forth below or at such other place within Dallas County, Texas, as from time to time may be designated by the holder of this Unsecured Promissory Note (the “Note”).

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AMENDMENT
Purchase Agreement • October 26th, 2006 • Universal Power Group Inc. • Wholesale-electrical apparatus & equipment, wiring supplies

This is an Amendment to the Purchase Agreement between Brink's Home Security, Inc. ("Brink's") and Universal Power Group, Inc. ("UPG") dated June 1, 2004. This Amendment will be effective November 15, 2005.

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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 15th, 2010 • Universal Power Group Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • Texas

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) dated May _, 2010 is among UNIVERSAL POWER GROUP, INC. (the “Borrower”), MONARCH OUTDOOR ADVENTURES, LLC (“Monarch”), each of the banks or other lending institutions which is a party hereto (individually a “Bank” and collectively the “Banks”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the administrative agent (the “Agent”).

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • September 25th, 2008 • Universal Power Group Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • Texas

This ASSET PURCHASE AGREEMENT, dated as of September 1, 2008 (the “Agreement”), among Universal Power Group, Inc., a Texas corporation, having its principal place of business at 1720 Hayden Road, Carrollton, Texas 75006 (“UPG” or the “Buyer”), as purchaser, and Shanah, Inc. (“Shanah”) and Long Knight, Inc. (formerly known as Silver Spur, Inc.), each a Texas corporation having its principal place of business at 6112 W. Pioneer Parkway, Arlington, Texas 76013 (the “Sellers”), as sellers, and James R. Nachlinger, also known as Dick Nachlinger, an individual residing at 2900 Mistletoe Ct., Arlington, Texas 76013 (“Nach-linger”).

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SOUTH TECH BUSINESS PARK LEASE
Lease Agreement • September 12th, 2006 • Univeral Power Group Inc. • Nevada

This lease agreement (“Lease”) dated for reference purposes as of November 21, 2005, is made and entered into by and between SOUTH TECH-DIABLO BUSINESS CENTER, a limited-liability company organized and existing under the laws of the State of Nevada (“Landlord”), and UNIVERSAL POWER GROUP, INC., a Texas Corporation (“Tenant”) for and in consideration of the mutual covenants and promises herein contained, the material detrimental reliance that the parties and persons dealing with the parties will place upon the execution and delivery of this Lease and other good and valuable consideration, the receipt and sufficiency of which are acknowledged.

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AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT By and Between COMPASS BANK and UNIVERSAL POWER GROUP, INC. JUNE 19, 2007
Revolving Credit and Security Agreement • August 6th, 2007 • Universal Power Group Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • Texas

This Amended and Restated Revolving Credit and Security Agreement (as may be amended, this “Credit Agreement”) is executed and delivered effective as of June 19, 2007 but executed as of this __ day of July, 2007, by and between UNIVERSAL POWER GROUP, INC., a Texas corporation (“Borrower”), with its chief executive office and its principal place of business at 1720 Hayden Drive, Carrollton, Texas 75006 and COMPASS BANK, an Alabama banking corporation (“Bank”), with its principal place of business at 15 South 20th Street, Birmingham, Alabama 35233. Borrower has applied to Bank for a revolving line of credit not to exceed an aggregate principal amount at any one time outstanding the sum of THIRTY MILLION AND NO/100 DOLLARS ($30,000,000.00) (as may be amended, the “Revolving Line”) to be evidenced by a Master Revolving Promissory Note (as may be amended, the “Note”) in such amount and to be secured by a security interest in all of the Collateral (as defined herein) on the terms hereinafter

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INDUSTRIAL REAL ESTATE LEASE Multi-Tenant Net Form Landlord: Cabot II - TX1B02, L.P. Tenant: Universal Power Group, Inc. Property Address: 488 S. Royal Lane, Coppell, TX 75019 Building: 488 S. Royal Lane
Industrial Real Estate Lease • November 9th, 2012 • Universal Power Group Inc. • Wholesale-electrical apparatus & equipment, wiring supplies
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AGREEMENT
Supply Chain Management Agreement • March 17th, 2009 • Universal Power Group Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • Texas

AGREEMENT, dated the 9th day of March, 2009 between UNIVERSAL POWER GROUP, INC. (together with its predecessors, subsidiaries and affiliates, “UPG”), a Texas corporation, having its principal place of business at 1720 Hayden Road, Carrollton, Texas 75006 and STAN BATTAT, an individual doing business under the assumed name of IMPORT CONSULTANTS (“Battat”), having a business address at 1290 Harbor Court, Hollywood, Florida 33019.

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 15th, 2010 • Universal Power Group Inc. • Wholesale-electrical apparatus & equipment, wiring supplies

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) dated March 17, 2010 is among UNIVERSAL POWER GROUP, INC. (the “Borrower”), MONARCH OUTDOOR ADVENTURES, LLC (“Monarch”), each of the banks or other lending institutions which is a party hereto (individually a “Bank” and collectively the “Banks”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the administrative agent (the “Agent”).

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SEPARATION AGREEMENT
Separation Agreement • January 23rd, 2009 • Universal Power Group Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • Texas

This Agreement is made as of the 21st day of January, 2009 by and between Universal Power Group, Inc., a Texas corporation (the “Company”) having a principal place of business at 1720 Hayden Drive Carrollton, Texas and Randy Hardin, residing at 370 Town East Blvd., Sunnydale, Texas 75182 (“Hardin”).

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SUMMARY OF BASIC LEASE INFORMATION
Industrial Lease • March 31st, 2011 • Universal Power Group Inc. • Wholesale-electrical apparatus & equipment, wiring supplies
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