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.
