ContractWarrant Agreement • July 8th, 2010 • Hemiwedge Industries, Inc • Fabricated structural metal products • Texas
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER OR EXEMPTION FROM SUCH ACT AND ALL APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO HEMIWEDGE INDUSTRIES, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. A COPY OF THE WARRANT IS AVAILABLE AT THE OFFICES OF THE COMPANY.
ASSIGNMENT OF NOTE, LOAN DOCUMENTS AND SECURITY INTERESTSAssignment of Note, Loan Documents and Security Interests • July 8th, 2010 • Hemiwedge Industries, Inc • Fabricated structural metal products • Texas
This ASSIGNMENT OF NOTE, LOAN DOCUMENTS AND SECURITY INTERESTS (this “Assignment Agreement”), dated effective June 30, 2010, is made by STILLWATER NATIONAL BANK AND TRUST COMPANY (the “Assignor”) in favor of EADS INVESTMENTS I, LLC and D. BRADLEY MCWILLIAMS (collectively, the “Assignee”).
CONSENT AND ACKNOWLEDGEMENT OF ASSIGNMENT AND RELEASEConsent and Acknowledgement of Assignment and Release • July 8th, 2010 • Hemiwedge Industries, Inc • Fabricated structural metal products
The undersigned, HEMIWEDGE INDUSTRIES INC. (formerly called SHUMATE INDUSTRIES INC.), a Delaware corporation, SHUMATE MACHINE WORKS, INC., a Texas corporation, HEMIWEDGE VALVE CORPORATION, a Texas corporation, RUSS CLARK and MATTHEW C. FLEMMING (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”), Eads Investments I, LLC and D. Bradley McWilliams (“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 stat
STOCK PLEDGE AND SECURITY AGREEMENTStock Pledge and Security Agreement • July 8th, 2010 • Hemiwedge Industries, Inc • Fabricated structural metal products
This STOCK PLEDGE AND SECURITY AGREEMENT (“Stock Pledge Agreement”) is executed effective as of June 30, 2010 by and among HEMIWEDGE INDUSTRIES, INC. (formerly called Shumate Industries, Inc.), a Delaware corporation (“Pledgor”), and EADS INVESTMENTS I, LLC., of 18305 Kitzman Road, Cypress, Texas, 77429, (“Investments”) and D. BRADLEY MCWILLIAMS (“McWilliams”), of 710 North Post Oak Road, Suite 400, Houston, Texas, 77024, (Investments and McWilliams herein collectively called the (“Secured Parties”).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • July 8th, 2010 • Hemiwedge Industries, Inc • Fabricated structural metal products • Texas
This AMENDED AND RESTATED SECURITY AGREEMENT (“Security Agreement”) is executed effective as of June 30, 2010 by and among HEMIWEDGE INDUSTRIES, INC. (formerly called Shumate Industries, Inc.), a Delaware Corporation (“Industries”), HEMIWEDGE VALVE CORPORATION, a Texas corporation (”Hemiwedge”) (Industries and Hemiwedge being hereinafter sometimes collectively referred to as the (“Grantors”) and EADS INVESTMENTS I, LLC., of 18305 Kitzman Road, Cypress, Texas, 77429, (“Investments”) and D. BRADLEY MCWILLIAMS (“McWilliams”), of 710 North Post Oak Road, Suite 400, Houston, Texas, 77024, (Investments and McWilliams herein collectively called the (“Secured Parties”).
AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • July 8th, 2010 • Hemiwedge Industries, Inc • Fabricated structural metal products • Texas
This Amended and Restated Loan Agreement (the “Agreement”) is executed with effect from June 30, 2010 by and among HEMIWEDGE INDUSTRIES, INC. (formerly called SHUMATE INDUSTRIES, INC.), a Delaware corporation (“Industries”), HEMIWEDGE VALVE CORPORATION, a Texas corporation (“Hemiwedge”) (Industries and Hemiwedge being hereinafter sometimes collectively called the (“Borrowers”) and EADS INVESTMENTS I, LLC, a Texas limited liability company (“EADS”), and D. BRADLEY McWILLIAMS, an individual residing in Texas (“McWilliams”) (EADS and McWILLIAMS herein collectively called the “Lenders”).
