TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • January 22nd, 2008 • Schmitt Industries Inc • Industrial instruments for measurement, display, and control • British Columbia
THIS TECHNOLOGY LICENSE AGREEMENT (this “Agreement”) is made and entered into effective as of October 4, 2007 (the “Effective Date”), by and among Xtero Datacom Inc., a company organized and existing under the laws of British Columbia having its principal place of business at Unit 110 – 998 Harbourside Drive, North Vancouver, British Columbia (“Licensor”), and Schmitt Industries, Inc., a Oregon corporation having its principal place of business at 2765 NW Nicolai, Portland Oregon as (“Licensee”).
INTERIM ACQUISITION AGREEMENT October 4, 2007Technology License Agreement • January 22nd, 2008 • Schmitt Industries Inc • Industrial instruments for measurement, display, and control • British Columbia
This letter (the “Interim Acquisition Agreement”) describes the manner in which Schmitt Industries, Inc., an Oregon corporation (“Schmitt”), through a Canadian subsidiary, Schmitt Canada Limited (“SCL”), proposes to acquire from the shareholders (the “Xtero Shareholders”) of Xtero Datacom Inc., a British Columbia corporation (“Xtero”), all of the issued and outstanding common shares of Xtero. The parties recognize that the transaction (the “Transaction”) will require further documentation and approvals, including the preparation and approval of one or more formal agreements setting forth the terms and conditions of the proposed acquisition (the “Definitive Acquisition Agreement”). This Interim Acquisition Agreement contains the parties’ binding obligation to negotiate and finalize the transactions described herein, subject to the qualifications set forth below. All dollars referred to herein are U.S. Dollars.
