ACKNOWLEDGMENT
OF GUARANTORS


 


Pursuant
to the terms of certain Guaranties dated February 1, 2011 and May 8, 2013 (collectively, the “Guaranties”),
executed by each of the undersigned in favor of BMO HARRIS BANK N.A., a national banking association, successor by merger to M&I
Marshall & Ilsley Bank (the “Bank”), the undersigned have jointly and severally unconditionally guaranteed
the prompt payment and full performance of all of the debts, liabilities and obligations of WSI INDUSTRIES, INC., a Minnesota
corporation (the “Borrower”) to the Bank, which debts, liabilities and obligations include, without limitation,
the obligations of the Borrower under that certain Loan Agreement dated as of May 8, 2013, by and between the Bank and the Borrower
(as amended from time to time prior to the date hereof, the “Loan Agreement”). Each of the undersigned acknowledges
receipt of a copy of the proposed Fifth Amendment to the Loan Agreement to be dated on or about the date hereof (the “Amendment”).
Each of the undersigned agrees and acknowledges that the Amendment shall in no way impair or limit the rights of the Bank under
the Guaranties or any other Loan Document (as such term is defined in the Loan Agreement) to which either of the undersigned is
a party, and confirms that by the Guaranties the undersigned continue to jointly, severally and unconditionally guarantee the
prompt payment and full performance of all of the debts, liabilities and obligations of the Borrower to the Bank, including without
limitation obligations under the Loan Agreement as amended pursuant to the Amendment. In addition, each of the undersigned represents
that no events have taken place and no circumstances exist at the date hereof which would give the undersigned grounds to assert
a defense, offset or counterclaim to the obligations of the undersigned under the Guaranties or any of the other Loan Documents
to which either of the undersigned is a party and there are no known claims, causes of action, suits, debts, liens, obligations,
liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever,
fixed or contingent, which the undersigned may have or claim to have against the Bank, which might arise out of or be connected
with any act of commission or omission of the Bank existing or occurring on or prior to the date of the Amendment, including,
without limitation, any claims, liabilities or obligations arising with respect to the Guaranties or indebtedness incurred pursuant
to the Loan Agreement. In consideration of the mutual covenants and conditions set forth above and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, each of the undersigned hereby joins in the release
of rights and claims set forth in Section 10 of the Amendment. Each of the undersigned hereby confirms that the Guaranties
and all other Loan Documents to which either of the undersigned is a party remain in full force and effect, enforceable against
the undersigned in accordance with their terms.


 


This
Acknowledgment shall not be construed, by implication or otherwise, as imposing any requirement that Bank notify or seek the consent
of either of the undersigned relative to any past or future extension of credit, or modification, extension or other action with
respect thereto, in order for any such extension of credit or modification, extension or other action with respect thereto to
be subject to the Guaranties, it being expressly acknowledged and reaffirmed that each of the undersigned has under the Guaranties
consented to modifications, extensions and other actions with respect thereto without any notice thereof.






 


Dated
as of January 9, 2017.


 


	WSI INDUSTRIES CO.,	 	WSI
    ROCHESTER, INC.,
	a Minnesota corporation	 	a
    Minnesota corporation
	 	 	 	 	 
	By:
    	/s/
    Paul D. Sheely	 	By:	/s/
    Paul D. Sheely
	 	Paul
    D. Sheely, Chief Financial Officer	 	 	Paul
    D. Sheely, Chief Financial Officer