Schmitt Industries, Inc. Common Stock (no par value per share) Sales AgreementSales Agreement • May 20th, 2022 • Schmitt Industries Inc • Industrial instruments for measurement, display, and control • New York
Schmitt Industries, Inc., an Oregon corporation (the “Company”), confirms its agreement (this “Agreement”) with Roth Capital Partners, LLC (the “Agent”), as follows:
SALES CONTRACTSales Contract • April 11th, 1997 • Schmitt Industries Inc • Industrial instruments for measurement, display, and control
EXCLUSIVE DISTRIBUTION AGREEMENTExclusive Distribution Agreement • April 13th, 1998 • Schmitt Industries Inc • Industrial instruments for measurement, display, and control • Oregon
EXHIBIT 10.5 TECHNOLOGY TRANSFER AGREEMENT THIS AGREEMENT is made between Schmitt Industries, Inc., an Oregon corporation having a principal place of business at 2765 N.W. Nicolai, Portland, Oregon 97210 (hereinafter "Schmitt") and Centerline...Technology Transfer Agreement • August 31st, 1998 • Schmitt Industries Inc • Industrial instruments for measurement, display, and control • Oregon
SECTION 382 RIGHTS AGREEMENT by and between SCHMITT INDUSTRIES, INC. and BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., as Rights Agent Dated as of July 1, 2019Section 382 Rights Agreement • July 2nd, 2019 • Schmitt Industries Inc • Industrial instruments for measurement, display, and control • Oregon
WHEREAS, the Company and certain of its Subsidiaries (as hereinafter defined) have generated net operating losses for United States federal income tax purposes (“NOLs”);
SECURITY AGREEMENTSecurity Agreement • October 28th, 2022 • Schmitt Industries Inc • Industrial instruments for measurement, display, and control • Delaware
This SECURITY AGREEMENT, dated as of October 25, 2022 (this “Agreement”), is among SCHMITT INDUSTRIES, INC., an Oregon corporation (together with its successors and assigns, the “Company”), Schmitt Measurement Systems, Inc., an Oregon corporation (together with its successors and assigns, “SMS”) and Ample Hills Acquisition LLC, a New York limited liability company (together with its successors and assigns, “Ample Hills” and together with SMS, the “Subsidiaries”) (the Company and the Subsidiaries, together with any other debtor parties joined hereto from time to time as provided herein, collectively, the “Debtors”, and each individually, a “Debtor”), and Sententia Capital Management LLC, a New York limited liability company, (together with his or its successors and assigns, the “Secured Party”), as the holder of that certain Promissory Note, dated as of the date hereof, issued by the Company in the original aggregate principal amount of $1,000,000 on the date hereof (the “Note”).
DISTRIBUTION AGREEMENTDistribution Agreement • December 18th, 1996 • Schmitt Industries Inc • Industrial instruments for measurement, display, and control • Oregon
EMPLOYMENT AGREEMENTEmployment Agreement • January 16th, 2020 • Schmitt Industries Inc • Industrial instruments for measurement, display, and control
THIS EMPLOYMENT AGREEMENT (this “Agreement”), by and between Schmitt Industries, Inc., an Oregon corporation (the “Company”), and Jamie Schmidt (“Executive”), is entered into and effective this 14th day of January, 2020 (the “Effective Date”).
FIRST AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • April 11th, 2014 • Schmitt Industries Inc • Industrial instruments for measurement, display, and control • Oregon
This Agreement dated as of March 14, 2014, is between BANK OF AMERICA, N.A., a national banking association (the “Bank”) and SCHMITT INDUSTRIES, INC., an Oregon corporation (the “Borrower”).
SECURITY AGREEMENT (Deposit Account - Specific)Security Agreement • April 11th, 2014 • Schmitt Industries Inc • Industrial instruments for measurement, display, and control • Oregon
TRANSITION SERVICES AGREEMENTTransition Services Agreement • November 27th, 2019 • Schmitt Industries Inc • Industrial instruments for measurement, display, and control
This Transition Services Agreement (as amended or modified hereafter, this “Agreement”), dated as of November 22, 2019, is by and among SCHMITT INDUSTRIES, INC., an Oregon corporation (“Seller”), TOSEI AMERICA, INC., a Ohio corporation (“U.S. Buyer”) and TOSEI ENGINEERING CORP., a company organized and existing under the laws of Japan (“UK Buyer” and together with the U.S. Buyer, the “Buyer” or “Buyers”).
SECURITY AGREEMENT (Multiple Use)Security Agreement • April 14th, 2009 • Schmitt Industries Inc • Industrial instruments for measurement, display, and control • Oregon
INDEMNITY AGREEMENTIndemnification Agreement • April 11th, 2014 • Schmitt Industries Inc • Industrial instruments for measurement, display, and control • Oregon
EXECUTIVE CHAIRMAN AGREEMENTExecutive Chairman Agreement • November 30th, 2018 • Schmitt Industries Inc • Industrial instruments for measurement, display, and control • Oregon
This Executive Chairman Agreement (“Agreement”) is made and entered into on November 30, 2018, for services commencing as of December 1, 2018 (“Commencement Date”), by and between Schmitt Industries, Inc., an Oregon corporation (“Company”), and Michael R. Zapata, an individual (“Chairman”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 14th, 2004 • Schmitt Industries Inc • Industrial instruments for measurement, display, and control • Oregon
This Employment Agreement (“Agreement”) is made this 1st day of January, 2004, by and between Schmitt Industries, Inc., an Oregon corporation (“Schmitt”), and Wayne A. Case (“Case”).
CONSULTING AGREEMENTConsulting Agreement • August 1st, 2019 • Schmitt Industries Inc • Industrial instruments for measurement, display, and control • Oregon
This Consulting Agreement is made as of this 30th day of July, 2019, by and between Schmitt Industries, Inc. (the “Company”) and Sententia Capital Management, LLC (“Consultant”).
LEASE AGREEMENTLease Agreement • November 27th, 2019 • Schmitt Industries Inc • Industrial instruments for measurement, display, and control
This Lease is made this 22nd day of November, 2019, by Schmitt Industries, Inc. (“Landlord”), an Oregon corporation, and Tosei America, Inc., an Ohio corporation (“Tenant”).
AgreementStock Option Agreement • April 16th, 2001 • Schmitt Industries Inc • Industrial instruments for measurement, display, and control
As David Case was issued 192,500 common stock shares of Schmitt Industries Common Stock on January 5, 1999 by way of an exercise of an existing Non-qualified Stock Option and,
AMENDMENT TO ARRANGEMENT AGREEMENTArrangement Agreement • April 8th, 2008 • Schmitt Industries Inc • Industrial instruments for measurement, display, and control • British Columbia
THIS AMENDING AGREEMENT (“Agreement”) is made and entered into as of February 7, 2008 by and among SCHMITT INDUSTRIES, INC., an Oregon corporation (“Parent”), SCHMITT INDUSTRIES (CANADA) LIMITED, a British Columbia corporation and a wholly owned subsidiary of Parent (“ExchangeCo”), and XTERO DATACOM INC., a British Columbia corporation (the “Company”).
EMPLOYMENT AGREEMENT OF MICHAEL S. MCAFEEEmployment Agreement • September 23rd, 2005 • Schmitt Industries Inc • Industrial instruments for measurement, display, and control • Oregon
This Employment Agreement (“Agreement”) is made effective the 21st day of September, 2005, by and between Schmitt Industries, Inc., an Oregon corporation (“Schmitt”), and Michael S. McAfee (“McAfee”).
AMENDMENT NO. 1 TO LOAN AGREEMENTLoan Agreement • April 10th, 2012 • Schmitt Industries Inc • Industrial instruments for measurement, display, and control
This Amendment No. 1 (the “Amendment”) dated as of February 28, 2012, is between Bank of America, N.A. (the “Bank”) and Schmitt Industries, Inc. (the “Borrower”).
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”).
AgreementTermination Agreement • April 16th, 2001 • Schmitt Industries Inc • Industrial instruments for measurement, display, and control
As Wayne Case was issued 293,250 common stock shares of Schmitt Industries Common Stock on December 16, 1998 by way of an exercise of an existing Non-qualified Stock Option and,
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 15th, 2020 • Schmitt Industries Inc • Industrial instruments for measurement, display, and control • New York
This ASSET PURCHASE AGREEMENT (“Agreement”) is made as of June 29, 2020, by and among AMPLE HILLS ACQUISITION, LLC, a New York limited liability company (“Buyer”), and AMPLE HILLS HOLDINGS, INC., a Delaware corporation (“Company”), AMPLE HILLS CREAMERY, INC., a New York corporation (“AHC”), AMPLE HILLS SUBSIDIARIES, listed on Schedule 1 (each a “Seller” and collectively, “Sellers”). Sellers and Buyer are referred to herein individually as a “Party” and collectively as the “Parties.”
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 12th, 2010 • Schmitt Industries Inc • Industrial instruments for measurement, display, and control • Oregon
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of September 30, 2009, is between Glenn Valliant (the “Seller”), an individual doing business as Optical Dimensions, and Schmitt Industries, Inc., an Oregon corporation (the “Buyer”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 14th, 2021 • Schmitt Industries Inc • Industrial instruments for measurement, display, and control
THIS EMPLOYMENT AGREEMENT (this "Agreement"), by and between Schmitt Industries, Inc., an Oregon corporation (the "Company"), and Philip Bosco ("Executive"), is entered into and effective this 16th day of November, 2020 (the "Effective Date").
ARRANGEMENT AGREEMENT AMONG SCHMITT INDUSTRIES, INC.,Arrangement Agreement • April 8th, 2008 • Schmitt Industries Inc • Industrial instruments for measurement, display, and control • British Columbia
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 16th, 2001 • Schmitt Industries Inc • Industrial instruments for measurement, display, and control • Oregon
THIS STOCK PURCHASE AGREEMENT (the "Agreement") dated December 31, 2000, is by and between Schmitt Industries, Inc. ("Buyer") and Hortex Anstalt ("Seller").
EXHIBIT 11.1Schedule of Computation of Net Income Per Share • April 11th, 1997 • Schmitt Industries Inc • Industrial instruments for measurement, display, and control
INTERIM ACQUISITION AGREEMENT October 4, 2007Interim Acquisition 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.
REAL ESTATE PURCHASE AND SALE AGREEMENTReal Estate Purchase and Sale Agreement • November 17th, 2021 • Schmitt Industries Inc • Industrial instruments for measurement, display, and control • Oregon
This Real Estate Purchase And Sale Agreement (“Agreement”) is made this 14th day of October, 2021, by and between Schmitt Industries, Inc., an Oregon Corporation ("Seller"), and Sierra Auto Properties LLC, a California limited liability company and/or assigns ("Purchaser").
CHIEF EXECUTIVE OFFICER AGREEMENTChief Executive Officer Agreement • October 30th, 2020 • Schmitt Industries Inc • Industrial instruments for measurement, display, and control • Oregon
This Chief Executive Officer Agreement (“Agreement”) is made and entered into on August 26, 2020, for services commencing as of August 26, 2020 (“Commencement Date”), by and between Schmitt Industries, Inc., an Oregon corporation (“Company”), and Michael R. Zapata, an individual (“Michael” or “CEO”).
AMENDMENTS TO RIGHTS AGREEMENTRights Agreement • January 27th, 2021 • Schmitt Industries Inc • Industrial instruments for measurement, display, and control • Oregon
Amendment, dated as of January 25, 2021 (this “Amendment”), by and between Schmitt Industries, Inc. (the “Corporation”) and Broadridge Corporate Issuer Solutions, Inc., as duly appointed rights agent (the “Rights Agent”) to the Section 382 Rights Agreement, dated as of July 1, 2019 (the “Rights Agreement”), by and between the Corporation and the Rights Agent.
ASSET PURCHASE AGREEMENT and STOCK PURCHASE AGREEMENT among SCHMITT INDUSTRIES, INC. TOSEI ENGINEERING CORP. and TOSEI AMERICA, INC. dated as of October 9, 2019Asset Purchase Agreement and Stock Purchase Agreement • October 11th, 2019 • Schmitt Industries Inc • Industrial instruments for measurement, display, and control • Delaware
This Asset Purchase Agreement and Stock Purchase Agreement (this “Agreement”), dated as of October 9, 2019, is entered into among SCHMITT INDUSTRIES, INC., an Oregon corporation (“Seller”) and TOSEI AMERICA, INC., an Ohio corporation (“U.S. Buyer”), and TOSEI ENGINEERING CORP., a company organized and existing under the laws of Japan (“UK Buyer” and together with the U.S. Buyer, the “Buyer” or “Buyers”).
