1 EXHIBIT 10.15 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of this 18th day of August, 1999, by and between BSQUARE Corporation, a Washington corporation (the "Company"), and Vulcan Ventures Incorporated, a...Stock Purchase Agreement • August 19th, 1999 • Bsquare Corp /Wa • Services-business services, nec • Washington
1 EXHIBIT 99.1(a) FORM OF VOTING AGREEMENT VOTING AGREEMENT, dated as of __________ __, 2000 (the "Voting Agreement"), by and between BSQUARE Corporation. ("BSQUARE") and the undersigned shareholder and/or optionholder (the "Shareholder") of Mainbrace...Voting Agreement • May 23rd, 2000 • Bsquare Corp /Wa • Services-business services, nec • California
RECITALSLoan and Security Agreement • September 17th, 1999 • Bsquare Corp /Wa • Services-business services, nec • California
ii- 4 ARTICLE IV - CONDITIONS PRECEDENT TO OBLIGATIONS OF BSQUARE AND MERGER SUB....39 4.1 Accuracy of Representations and Warranties.....................39 4.2 Performance of Agreements......................................39 4.3 Opinion of Counsel...Agreement and Plan of Merger • May 23rd, 2000 • Bsquare Corp /Wa • Services-business services, nec • California
AMONGAgreement and Plan of Merger • March 19th, 2003 • Bsquare Corp /Wa • Services-business services, nec • Washington
Master Development & License Agreement Between BSQUARE CORPORATION and MICROSOFT CORPORATIONLicense Agreement • October 19th, 1999 • Bsquare Corp /Wa • Services-business services, nec • Washington
BETWEEN MERCER ISLAND PARTNERS ASSOCIATES, LLC LANDLORD AND BSQUARE CORPORATION, INC. TENANTLease Agreement • August 17th, 1999 • Bsquare Corp /Wa • Washington
EXHIBIT 10.5 bsquare corporation LOAN AND SECURITY AGREEMENT TABLE OF CONTENTSLoan and Security Agreement • August 17th, 1999 • Bsquare Corp /Wa • California
1 EXHIBIT 1.1 ______________ Shares BSQUARE Corporation Common Stock, no par value UNDERWRITING AGREEMENTBsquare Corp /Wa • October 8th, 1999 • Services-business services, nec • New York
JOINT FILING AGREEMENT August 28, 2020Joint Filing Agreement • August 28th, 2020 • Bsquare Corp /Wa • Services-business services, nec
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
BSQUARE CORPORATION Common Stock (no par value) At Market Issuance Sales AgreementBsquare Corp /Wa • April 2nd, 2021 • Services-business services, nec • New York
BY AND AMONGAgreement and Plan of Merger • January 18th, 2000 • Bsquare Corp /Wa • Services-business services, nec • Washington
RECITALSOffice Lease Agreement • March 30th, 2004 • Bsquare Corp /Wa • Services-business services, nec
RECITALSFourth Amendment • November 14th, 2002 • Bsquare Corp /Wa • Services-business services, nec • Washington
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 21st, 2017 • Bsquare Corp /Wa • Services-business services, nec • Washington
This Indemnification Agreement (“Agreement”), dated as of ____________________, is by and between BSQUARE Corporation, a Washington corporation, (the “Company”) and _________________ (“Indemnitee”).
JOINT FILING AGREEMENT March 4, 2020Joint Filing Agreement • March 4th, 2020 • Bsquare Corp /Wa • Services-business services, nec
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing,and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
RECITALSIndemnification Agreement • August 17th, 1999 • Bsquare Corp /Wa • Washington
STOCK PURCHASE AND SHAREHOLDERS AGREEMENTStock Purchase and Shareholders Agreement • August 17th, 1999 • Bsquare Corp /Wa • Washington
BETWEENOffice Lease Agreement • August 17th, 1999 • Bsquare Corp /Wa • Washington
1 EXHIBIT 10.11 SUNSET NORTH CORPORATE CAMPUS LEASE AGREEMENTOffice Lease Agreement • August 17th, 1999 • Bsquare Corp /Wa • Washington
AGREEMENT AND PLAN OF MERGER by and among Bsquare Corporation, a Washington corporation, Kontron America, Incorporated, a Delaware corporation, and Kontron Merger Sub., Inc., a Delaware corporation Dated as of October 11, 2023Agreement and Plan of Merger • October 11th, 2023 • Bsquare Corp /Wa • Services-business services, nec • Washington
This AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of October 11, 2023 by and among Kontron America, Incorporated, a Delaware corporation (“Parent”), Kontron Merger Sub., Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Bsquare Corporation, a Washington corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
EXHIBIT 10.18 DISTRIBUTOR Name: BSQUARE CORPORATION MS Agreement Number: * Effective Date: OCTOBER 1, 2005 Expiration Date: SEPTEMBER 30, 2006 Distributor's MS ID Number: * Territory: * MICROSOFT OEM DISTRIBUTION AGREEMENT FOR SOFTWARE PRODUCTS FOR...Microsoft Oem Distribution Agreement • November 8th, 2005 • Bsquare Corp /Wa • Services-business services, nec • New York
Exhibit 10.18 COMPANY Name: B SQUARE CORPORATION MS Agreement Number: *** Effective Date: OCTOBER 1, 2006 Expiration Date: JUNE 30, 2007 COMPANY's MS ID Number: *** Territory: UNITED STATES OF AMERICA, CANADA, CARIBBEAN (EXCLUDING CUBA) AND MEXICO...Bsquare Corp /Wa • November 9th, 2006 • Services-business services, nec
Scott Mahan Dear Scott,Bsquare Corp /Wa • May 15th, 2014 • Services-business services, nec
BSQUARE Corporation (the “Company”) is pleased to offer you revised terms of employment as the Company’s Senior Vice President of Operations and Chief Financial Officer effective as of February 21, 2014 (the “Effective Date”). As of the Effective Date, this letter agreement supersedes in full the letter agreement between you and the Company dated December 29, 2003, as amended.
August 31, 2016 Dear Wagstaff Bellevue, WA 98004 Dear Dave:Bsquare Corp /Wa • August 13th, 2018 • Services-business services, nec
Bsquare is pleased to confirm and memorialize the revised terms of your employment as the company's Chief Technical Officer. This letter agreement supersedes all previous employment letter agreements between you and the company.
BSQUARE CORPORATION PERFORMANCE STOCK UNIT AGREEMENTPerformance Stock Unit Agreement • September 9th, 2021 • Bsquare Corp /Wa • Services-business services, nec
This Performance Stock Unit Agreement (the “Agreement”) is made as of [●] by and between BSQUARE CORPORATION, a Washington corporation (the “Company”), and [●] (the “Participant”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 6th, 2009 • Bsquare Corp /Wa • Services-business services, nec • Washington
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of this 18th day of November, 2008, by and between BSQUARE Corporation, a Washington corporation (“Buyer”), and TestQuest, Inc., a Delaware corporation (“Seller”). Buyer and Seller are sometimes each referred to as a “Party” and collectively referred to herein as the “Parties.”
ContractOption Agreement • August 9th, 2012 • Bsquare Corp /Wa • Services-business services, nec • Washington
THIS OPTION AGREEMENT MAY NOT BE TRANSFERRED EXCEPT BY WILL OR UNDER THE LAWS OF DESCENT AND DISTRIBUTION OR PURSUANT TO A QUALIFIED DOMESTIC RELATIONS ORDER.
BSQUARE CORPORATION RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • September 9th, 2021 • Bsquare Corp /Wa • Services-business services, nec
This Restricted Stock Unit Agreement (the “Agreement”) is made as of [●] by and between BSQUARE CORPORATION, a Washington corporation (the “Company”), and [●] (the “Participant”).
Scott Caldwell Dear Scott,Bsquare Corp /Wa • May 15th, 2014 • Services-business services, nec
BSQUARE Corporation (the “Company”) is pleased to offer you revised terms of employment as the Company’s Vice President of Worldwide OEM Sales effective as of February 21, 2014 (the “Effective Date”). As of the Effective Date this letter agreement supersedes in full the prior agreements between you and the Company regarding your employment or compensation (excluding, for clarity, any agreement regarding proprietary rights or confidentiality).
August 7, 2013 Scott Mahan Senior Vice President, Operations and CFO Dear Scott:Bsquare Corp /Wa • November 12th, 2013 • Services-business services, nec
This letter is to notify you that the Board of Directors has approved a change to the severance component of your employment agreement with the company. Previously, your agreement stated: “If BSQUARE Corporation gives you at least a full month’s advance notice of termination, however, the severance payments shall be reduced by one month’s salary for each full month of advance termination notice given”.
LEASE CANCELLATION, TERMINATION, AND RELEASE AGREEMENT ("AGREEMENT")Lease Cancellation • August 14th, 2003 • Bsquare Corp /Wa • Services-business services, nec • California
BSQUARE CORPORATION FOURTH AMENDED AND RESTATED STOCK PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 9th, 2012 • Bsquare Corp /Wa • Services-business services, nec
This Restricted Stock Unit Agreement (the “Agreement”) is made as of by and between BSQUARE CORPORATION, a Washington corporation (the “Company”), and (the “Participant”).
AMENDMENT TO EMPLOYMENT LETTER AGREEMENTEmployment Letter Agreement • February 25th, 2020 • Bsquare Corp /Wa • Services-business services, nec • Washington
This AMENDMENT TO EMPLOYMENT LETTER AGREEMENT (this “Amendment”) is made and entered into effective as of November 6, 2018 by and between BSQUARE CORPORATION, a Washington corporation (the “Company”), and KEVIN WALSH (“Employee”).
COOPERATION AGREEMENTCooperation Agreement • October 18th, 2022 • Bsquare Corp /Wa • Services-business services, nec • Washington
This Cooperation Agreement (this “Agreement”) is entered into as of October 17, 2022 (the “Effective Date”) by and between Bsquare Corporation (the “Company”) and The Richard A. Karp Trust (“Karp”). The parties may be referred to separately as a “Party” or collectively as the “Parties”.
