Item 1.01 Entry into a Material Definitive Agreement.
On February 27, 2023, Bsquare Corporation (the "Company") entered into a Side
Letter and Agreement (the "Letter Agreement") with Richard A. Karp ("Mr. Karp")
in his individual capacity and on behalf of The Richard A. Karp Trust (the "Karp
Trust," and together with the Karp Trust, "Karp"), an entity controlled by Mr.
Karp, a large shareholder of the Company. Pursuant to the Letter Agreement, the
Company agreed to include Mr. Karp as a nominee for election as a Class I
director in the proxy for the 2023 annual meeting of shareholders (the "2023
Meeting"), subject to compliance with certain provisions of that certain
Cooperation Agreement dated October 17, 2022, between the Company and the Karp
Trust and that certain Mutual Non-Disclosure Agreement dated September 29, 2022,
between the Company and Mr. Karp. Pursuant to the Letter Agreement, Karp agrees
not to, and to use reasonable best efforts to cause its affiliates not to: (1)
make any shareholder proposal in respect of the 2023 Meeting, including to
nominate any person (including Mr. Karp) to serve as a director; (2) join a
"group" (within the meaning of Section 13(d) of the Securities Exchange Act of
1934, as amended); and/or (3) if Mr. Karp accepts the nomination and is elected
to the Company's board of directors, make any proposal for the 2024 annual
meeting of shareholders.
The foregoing summary of the Letter Agreement does not purport to be complete
and is qualified in its entirety by reference to the full terms of the Letter
Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibits
10.1 Letter Agreement, dated February
8, 2023.
104 Cover Page Interactive Data File
(embedded within the Inline XBRL
document).
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