0001144204-08-062948 Sample Contracts

CONSENT AND WAIVER
Consent and Waiver • November 12th, 2008 • MDwerks, Inc. • Services-business services, nec

This CONSENT AND WAIVER (this “Consent and Waiver”) is dated as of November 6, 2008, by and between MDWERKS, INC., a Delaware corporation (the “Company”), and VICIS CAPITAL MASTER FUND (the “Consenting Holder”), a series of the Vicis Capital Master Trust, a trust formed under the laws of the Cayman Islands.

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CONSENT AND WAIVER
Consent and Waiver • November 12th, 2008 • MDwerks, Inc. • Services-business services, nec

This CONSENT AND WAIVER (this “Consent and Waiver”) is dated as of November 6, 2008, by and between MDWERKS, INC., a Delaware corporation (the “Company”), and GOTTBETTER CAPITAL MASTER, LTD. (in liquidation) (the “Consenting Holder”), a Cayman Islands company.

AMENDMENT NO. 2 to MDWERKS, INC., FIRST AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE NOTE
Senior Secured Convertible Note • November 12th, 2008 • MDwerks, Inc. • Services-business services, nec • New York

This AMENDMENT NO. 2 to the MDwerks, Inc., First Amended and Restated Senior Secured Convertible Note, dated October 19, 2006 (this “Amendment”), is dated as of November 6, 2008, by and between MDWERKS, INC., a Delaware corporation (the “Company”), and GOTTBETTER CAPITAL MASTER, LTD. (IN LIQUIDATION), a Cayman Islands company (the “Consenting Holder”).

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