CONSENT AND ACKNOWLEDGEMENT OF ASSIGNMENT AND RELEASE
The
undersigned, HEMIWEDGE INDUSTRIES INC. (formerly called ▇▇▇▇▇▇▇ INDUSTRIES
INC.), a Delaware corporation, ▇▇▇▇▇▇▇ MACHINE WORKS, INC., a Texas corporation,
HEMIWEDGE VALVE CORPORATION, a Texas corporation, ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇ (hereinafter collectively, the “Borrowers”)
consent to the terms and conditions of that certain Assignment of Note, Loan
Documents and Security Interests, dated of even date herewith, by and among
Stillwater National Bank and Trust Company (the “Assignor”),
▇▇▇▇ Investments I, LLC and ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (“Assignment
Agreement”) and to the consummation of the transactions described
therein. The Borrowers acknowledge that the “Note” and “SNB Loan
Documents,” as such terms are defined in the Assignment Agreement, are binding
and enforceable against the Borrowers in accordance with all stated
terms, and that the Borrowers have no defenses or rights of offset against the
enforcement of the Note or the SNB Loan Documents in accordance with all stated
terms. The Borrowers hereby release and discharge the Assignor from
any and all claims, rights, demands, suits, causes of action, losses, costs,
obligations, liabilities and expenses of every kind or nature, known or unknown,
suspected or unsuspected, fixed or contingent, arising out of or relating to any
statements, representations acts or omissions, intentional, willful, negligent
or innocent, by the Assignor occurring on or prior to the date hereof, and in
any way connected with, relating to or affecting, directly or indirectly, the
Assigned Rights (as such term is defined in the Assignment Agreement), the
indebtedness of the Borrowers to the Assignor, the property securing the
indebtedness of the Borrowers to Assignor, the relationship of Assignor and the
Borrowers, the business of the Borrowers or of the administration by the
Assignor of the Note or the SNB Loan Documents. The Borrowers confirm
that the calculation of the loan balance as set forth and defined in the
Assignment Agreement, is true, accurate and complete as set forth in the
Assignment Agreement, and that the Borrowers do, in fact, owe the stated amount
of principal and interest set forth in such calculation.
IN
WITNESS WHEREOF, this Consent and Acknowledgement of Assignment is executed
effective as of this ____ day of June, 2010.
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HEMIWEDGE
INDUSTRIES, INC., a Delaware
corporation
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By:
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Name: ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
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Title:
Chief Financial Officer
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▇▇▇▇▇▇▇
MACHINE WORKS, INC. a Texas
corporation
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By:
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Name: ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
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Title:
Chief Financial Officer
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HEMIWEDGE
VALVE CORPORATION, a Texas
corporation
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By:
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Name:
_______________________________
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Title:
_______________________________
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By:
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Name:
▇▇▇▇ ▇▇▇▇▇▇
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Individually
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By:
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Name: ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
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Individually
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