Exhibit 10.24


 


ASSET PURCHASE AGREEMENT


 


THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is
entered into as of this 30th day of June, 2005, by and among BSQUARE
Corporation, a Washington corporation (the “Buyer”) and Vibren
Technologies Inc., a Delaware corporation (the “Seller”).  Buyer and Seller are sometimes collectively
referred to herein as the “Parties.”


 


WHEREAS, Buyer desires to
acquire from Seller, and Seller desires to sell to Buyer, certain of the assets
of Seller on the terms and subject to the conditions set forth in this
Agreement; and


 


Now, therefore, in
consideration of the mutual agreements, representations, warranties and
covenants set forth below, the Parties agree as follows:


 


1.                                       Definitions.  For purposes of this
Agreement, the following terms shall have the meanings set forth in this Section 1:


 


“Accelent Assets” means all Intellectual Property included in the
assets acquired by Seller from Accelent or developed
by personnel formerly employed by Accelent, whether
or not that Intellectual Property was ultimately productized into the other
Acquired Assets (the “Accelent Assets”);


 


“Acquired Assets” means all right, title and interest in and to all of the
assets of Seller identified on Schedule 1 to this Agreement.  Without limiting the foregoing, the Acquired
Assets include (i) all of Seller’s tangible and intangible assets
that are currently located in Seller’s Fairlawn, OH office, (ii) all
personal computers and necessary personal equipment associated with any
personnel located in Seller’s Massachusetts office who are to be hired by Buyer
whether as employee or contractor, (iii) the
Contracts, (iv) all software and other
intangible products (including licensed products) and related documentation
(including support and maintenance agreements) set forth on Schedule 1
to this Agreement, including the Owned Software, (v) all Intellectual
Property related to the foregoing assets owned by or licensed to the Seller, (vi) the
Accelent Assets and (vii) all
of the Seller’s books, records, manuals, documents, correspondence, files
(electronic or otherwise), accounting records, contract performance
information, sales and marketing materials, reports and data, sales guides and
literature, pricing information, catalogues, brochures, glossies, contract forms,
demonstration scripts, kits and remote demonstration assets, advertising
layouts and other advertising and campaign materials, conference documents,
professional services documents and software assets, training materials and
assets and the like, each as they relate to the Acquired Assets, but in each
case excluding the “Excluded Assets” as defined in Section 2(b) hereof.


 


“Assumed Liabilities”
means any liabilities of Seller under the Contracts.


 


“Assumption Agreement” has the meaning set forth in Section 8(b)


 


“Closing”
has the meaning set forth in Section 8(a) below.


 


“Closing Date”
has the meaning set forth in Section 8(a) below.


 


“Contracts”
means the agreements identified under Schedule 3(i).


 


“Damages” has
the meaning set forth in Section 10.


 










***Indicates
a portion that has been omitted pursuant to a request for confidential
treatment. Such portions have been filed separately with the Securities and
Exchange Commission.


 





















 


“Hired Employees”
has the meaning set forth in Section 5(a).


 


“Intellectual Property” means (a) all inventions (whether
patentable or unpatentable and whether or not reduced
to practice), all improvements thereto, and all patents, patent applications,
and patent disclosures, together with all reissuances,
continuations, continuations-in-part, revisions, extensions, and reexaminations
thereof, (b) all trademarks, service marks, trade dress, logos, trade
names, domain names, URLs and corporate names, together with all translations,
adaptations, derivations, and combinations thereof and including all goodwill
associated therewith, and all applications, registrations, and renewals in
connection therewith, (c) all copyrightable works, all copyrights, and all
applications, registrations, and renewals in connection therewith, (d) all
mask works and all applications, registrations, and renewals in connection
therewith, (e) all trade secrets and confidential business information
(including ideas, research and development, know-how, formulas, compositions,
manufacturing and production processes and techniques, technical data, designs,
drawings, specifications, customer and supplier lists, pricing and cost
information, and business and marketing plans and proposals), (f) all
computer software (including all source code and object code, all data and
related documentation), (g) all other proprietary rights, and (h) all
copies and tangible embodiments thereof (in whatever form or medium).


 


“Liability”
means any liability (whether known or unknown, whether asserted or unasserted,
whether absolute or contingent, whether accrued or unaccrued,
whether liquidated or unliquidated, and whether due
or to become due), including any liability for Taxes.


 


“Material Adverse Change”
means any material adverse change to the Acquired Assets that has resulted in or
is reasonably likely to result in a Material Adverse Effect.


 


“Material Adverse Effect”
means any material adverse effect on the Acquired Assets, but shall not include
any of the following, either alone or in combination:  (i) any effect
or change occurring as a result of general economic or financial conditions;
and (ii) failure of Seller’s results of operations to meet any internal or
external predictions, projections, estimates or expectations, or to be
consistent with historical results of operations.


 


“Material Consents”
has the meaning set forth in Section 6(d).


 


“Owned Software”
means all of the Seller’s software products identified as “Owned Software” on Schedule 1
hereto, including but not limited to all software programs and systems, source
codes, object codes, macros, scripts, operating systems, information systems,
databases, compilations, proprietary interfaces, routines, subroutines,
modules, procedures, and functions contained therein, and including all
associated product documentation, user and installation guides, specifications,
manuals and materials related thereto, and all rights relating to the use
thereof, together with all intellectual and industrial property rights therein
and thereto.


 


“Patent Assignment” has the meaning set forth in Section 8(b).


 


“Person”
means an individual, a partnership, a corporation, an association, a joint
stock company, a trust, a joint venture, an unincorporated organization, or a
governmental entity (or any department, agency, or political subdivision thereof).


 


“Purchase Price”
has the meaning set forth in Section 2(d).


 


“Required Consents”
has the meaning set forth in Section 3(j).


 


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“Schedules”
means the Schedules attached to this Agreement.


 


“Security Interest” means any mortgage, pledge, lien, attachment,
encumbrance, charge, or other security interest.


 


“Tax”
means any federal, state, local, or foreign income, gross receipts, license,
payroll, employment, excise, severance, stamp, occupation, premium, windfall
profits, environmental, customs duties, capital stock, franchise, profits,
withholding, social security (or similar), unemployment, disability, real
property, personal property, sales, use, transfer, registration, value added,
alternative or add-on minimum, estimated, or other tax of any kind whatsoever,
including any interest, penalty, or addition thereto, whether disputed or not.


 


“Termination Fee Date”
means July 1, 2005.


 


“Trademark Assignment”
has the meaning set forth in Section 8(b).


 


2.                                       Sale and Purchase.


 


(a)  Sale and Purchase of Acquired Assets.  On and subject to the terms and conditions of
this Agreement and for the consideration specified in this Section 2,
Buyer hereby purchases from Seller, and Seller hereby
sells, transfers, conveys, and delivers to Buyer, the Acquired Assets.


 


(b)  Excluded Assets.  The Acquired Assets shall not include
trademark or other rights to the name “Vibren” and
the address www.vibren.com (the “Excluded Assets”); notwithstanding the
foregoing, Seller consents and permits
Buyer’s use of the Vibren name for a period of one (1) year
from the Closing Date (i) as it has been fixed,
embedded or otherwise marked by Seller on the Acquired Assets (including any
software code contained within the Acquired Assets) by Seller and (ii) for
purposes of notifying customers and potential customers that the Acquired
Assets were formerly owned by, or a product of, Seller.


 


(c)  No Assumption of Liabilities.  Buyer shall neither
assume nor become responsible for any of Seller’s Liabilities other than the
Assumed Liabilities.


 


(d)  Purchase Price.  The
Purchase Price for the Acquired Assets shall be U.S. $500,000 in cash.


 


3.                                       Representations and Warranties of Seller. 
Seller represents and warrants to Buyer as of the date of this Agreement
and as of the Closing Date, as follows:


 


(a)                                  Organization and Standing. 
Seller is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Delaware, and is qualified to conduct
business in each jurisdiction in which the property owned, leased or operated
by it requires it to be so qualified, except where the failure to so qualify
would not have a material adverse effect.


 


(b)                                 Authority, Authorization and Enforceability.  Seller
has the requisite corporate power and authority to own, lease and use the
Acquired Assets as presently owned, leased and used by it.  Seller has full power and authority to
execute and deliver this Agreement and to perform its obligations hereunder,
including, without limitation, the authority to transfer the Acquired Assets to
Buyer.  All action by Seller necessary
for the authorization, execution, deliver


 


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and performance of this Agreement has been taken.  This Agreement constitutes the valid and
legally binding obligation of Seller, enforceable in accordance with its terms
and conditions.


 


(c)                                  Noncontravention. 
Neither the execution and the delivery of this Agreement, nor the
consummation of the transactions contemplated hereby, will (i) violate
any constitution, statute, regulation, rule, injunction, judgment, order, decree,
ruling, charge, or other restriction of any government, governmental agency, or
court to which Seller is subject or (ii) except as set forth in Schedule 3(j)
(other than the eight contracts between Seller and Texas Instruments identified
therein, as to which this clause (ii) applies), conflict with, result in a
breach of, constitute a default under, result in the acceleration of, create in
any party the right to accelerate, terminate, modify, or cancel, or ,other than
the eight contracts between Seller and Texas Instruments identified in Schedule 3(j),
require any notice under, any agreement, contract, lease, license, instrument,
or other arrangement to which Seller is a party or by which it is bound or to
which any of its assets is subject (or result in the imposition of any Security
Interest upon any of Seller’s assets). 
Seller does not need to give any notice to, make any filing with, or
obtain any authorization, consent, or approval of any government or
governmental agency in order for the Parties to consummate the transactions
contemplated by this Agreement except as set forth in Schedule 3(j) hereof.


 


(d)                                 Brokers’ Fees. 
Seller has no Liability or obligation to pay any fees or commissions to
any broker, finder, or agent with respect to the transactions contemplated by
this Agreement for which Buyer could become liable or obligated.


 


(e)                                  Title to Assets. 
Seller has good and marketable title to the Acquired Assets, free and
clear of any Security Interest or restriction on transfer, and upon consummation
of the transactions contemplated by this Agreement, Buyer shall enjoy good and
marketable title to all of the Acquired Assets, free and clear of any Security
Interest or restriction on transfer.


 


(f)                                    Litigation.  No action, suit, or proceeding is pending or,
to the knowledge of Seller, threatened before any court or quasi-judicial or
administrative agency of any federal, state, local, or foreign jurisdiction or
before any arbitrator wherein an unfavorable injunction, judgment, order,
decree, ruling, or charge would (i) prevent
consummation of any of the transactions contemplated by this Agreement, (ii) cause
any of the transactions contemplated by this Agreement to be rescinded
following consummation or (iii) affect adversely the right of Buyer to own
the Acquired Assets, and no such injunction, judgment, order, decree, ruling,
or charge is in effect.


 


(g)                                 Intellectual Property.


 


(i)  Except as
provided in sentence three of this subsection, Seller holds all right, title
and interest in and to all Owned Software, trademarks and patents.  The Owned Software, trademarks and patents are
free and clear of any Security Interest or other payment obligation.  The Owned Software does not contain any third
party software or other Intellectual Property Rights owned by anyone other than
Seller except for: (i) any rights obtained by
Seller through any of the Contracts; (ii) WxWindows
code used in the Schema product; (iii) WxPython
code used in the Schema product; (iv) any rights obtained by Seller
pursuant to “click-through” or “shrink-wrap” agreements or similar arrangements
and (v) the Linux versions of the board support package for the IDP
product.  In each case where a patent or
patent application, trademark registration or trademark application, service
mark registration or service mark application, or copyright registration or
copyright application included in the Owned Software is held by assignment, the
assignment has been duly recorded with the governmental authority from


 


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which the patent or registration issued or before which the application or
application for registration is pending, except where the lack of such
recordation is not material to Seller. The Owned Software does not contain any
open source, public library, copyleft or community
source code, including, without limitation, any libraries or code licensed
under any GNU public license or any other license arrangement involving an
obligation to make source code publicly available, and no such code or
libraries were used in the development or modification of the Owned Software
except for: (i) WxWindows
code used in the Schema product; (ii) WxPython
code used in the Schema product; (iii) any rights obtained by Seller
pursuant to “click-through” or “shrink-wrap” agreements or similar arrangements
and (iv) the Linux versions of the board support package for the IDP
product..


 


(ii) Seller owns or has
the right to use pursuant to license, sublicense, agreement, or permission all
Intellectual Property necessary for the use of the Acquired Assets as presently
used by Seller and as presently proposed to be used by Buyer.  Each such item of Intellectual Property owned
or used by Seller immediately prior to the date of this Agreement included in
the Acquired Assets will be owned or available for use by Buyer, subject to
agreements of any third party, licensee or sublicensee
of Seller contained in any of the Contracts with respect to such item of
Intellectual Property, on identical terms and conditions immediately subsequent
to the date of this Agreement.


 


(iii)  Regarding the
Acquired Assets, to the knowledge of Seller, Seller has not interfered with,
infringed upon, misappropriated, or otherwise come into conflict with any
Intellectual Property rights of third parties, and Seller has never received
any charge, complaint, claim, demand, or notice alleging any such interference,
infringement, misappropriation or violation.


 


(h)  Sufficiency and
Condition of the Acquired Assets. 
The Acquired Assets are sold “as is”. 
However, to the knowledge of Seller, the Acquired Assets are free from
defects (patent and latent) other than, with respect to Acquired Assets that is
software, bugs or other defects that do not significantly affect the
performance of the software.  The
Acquired Assets are suitable for the purposes for which they presently are used
and presently are proposed to be used by Buyer.


 


(i) 
Contracts.  Schedule 3(i) lists all of the contracts and agreements to be
assigned by Seller and assumed by Buyer under this Agreement, including all
license agreements or other agreements that provide Seller a right to use
software owned by a third party (the “Contracts”).  Seller has made available to Buyer true and
complete copies of all of the Contracts, including all amendments and
modifications thereto.  Any amendments and
modification to the Contracts are in writing. 
Other than the Fairlawn, Ohio month-to-month office space lease and the
Right Now Software Subscription Agreement, dated December 30, 2004, (i) none of the Contracts contain any obligation of
Seller to make payments of any kind, whether to the counterparty or a third
party, and whether such obligation is direct, contingent, potential or actual
and (ii) Seller has not taken any action, or failed to take any action,
that would trigger a payment obligation of Seller under any Contract. All of
the Contracts are valid and binding and, to the knowledge of Seller, in full
force and effect and legally enforceable in accordance with their terms upon
the other parties thereto.  There is no
breach or default by Seller under any of the Contracts, or, to the knowledge of
Seller, by any other party thereto, except for such breaches and defaults which
in the aggregate would not have a Material Adverse Effect.


 


(j)  Consents.  Except as described in Schedule 3(j)
hereto (the “Required Consents”), no consent, notification, approval, permit or
authorization of, or declaration to or filing with any governmental or
regulatory authority, or any other third party is required to consummate this


 


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Agreement and the
transactions contemplated hereby, including, without limitation, to effect the
assignment of any Contract.


 


(k) Disclosure.  To the knowledge of Seller, the
representations and warranties contained in this Section 3 do not contain
any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements and information contained in this Section 3
not misleading.


 


4.                                       Representations and Warranties of Buyer.  Buyer
represents and warrants to Seller as of the date of this Agreement and as of Closing, as follows:


 


(a)                                  Organization and Standing.  Buyer
is a corporation, duly organized and validly existing under the laws of the
State of Washington and is qualified to conduct business in each jurisdiction
in which the property owned, leased or operated by it requires it to be so
qualified, except where the failure to so qualify would not have a material
adverse effect.


 


(b)                                 Authority, Authorization and Enforceability. Buyer has the requisite power and authority
to execute and deliver this Agreement and to perform and comply with all of the
terms, covenants and conditions to be performed and complied with by Buyer
hereunder.  All action by Buyer necessary
for the authorization, execution, delivery and performance by Buyer of this
Agreement has been taken.  This Agreement
constitutes the valid and legally binding obligation of Buyer, enforceable in
accordance with its terms and conditions.


 


5.                                       Covenants Of The
Parties.  The parties covenant as follows:


 


(a)                                  Massachusetts Facility.  Seller
agrees to make the space occupied by its employees in Massachusetts available
to all employees of Seller that are hired by Buyer (the “Hired Employees”),
whether as contractors or employees, free of charge for a period of sixty (60)
days after the Closing.


 


(b)                                 Ordinary Course.  Except
as contemplated by this Agreement or with the prior written consent of Buyer,
between the date hereof and the Closing Date, Seller shall operate its business
in the ordinary course in accordance with past practices.


 


(c)                                  Inspection Rights.  Seller
shall allow Buyer and its authorized representatives reasonable access upon
reasonable advance notice and at Buyer’s expense during normal business hours
to the Acquired Assets and to all other properties, equipment, books, records,
Contracts and documents relating to the Acquired Assets for the purpose of
inspection, and furnish or cause to be furnished to Buyer or its authorized
representatives all information prepared by Seller in the ordinary course of
business and available with respect to the affairs and business of Seller as Buyer
may reasonably request, it being understood that the rights of Buyer hereunder
shall not be exercised in such a manner as to interfere with the operations of
Seller’s business.


 


(d)                                 Confidentiality.  Each
party shall keep secret and hold in confidence for a period of three years
following the date hereof, any and all information relating to the other party
that is proprietary to such other party, other than the following:  (a) information that has become generally
available to the public other than as a result of a disclosure by such party; (b) information
that becomes available to such party or an agent of such party on a nonconfidential basis from a third party having no
obligation of confidentiality to a party to this Agreement; (c) information
that is required to be disclosed by applicable law, judicial order; and (d) disclosures
made by any party as shall be reasonably necessary in connection with obtaining


 


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the Required Consents.  In
connection with disclosure of confidential information under (c) and (d) above,
the disclosing party shall give the other party hereto timely prior notice of
the anticipated disclosure and the parties shall cooperate in designing
reasonable procedural and other safeguards to preserve, to the maximum extent
possible, the confidentiality of such material.


 


(e)                                  Press Release.  Seller
will not issue any press release or otherwise make any public statement with
respect to this Agreement and the transactions contemplated hereby without the
prior written consent of Buyer.  Buyer
and Seller shall cooperate and mutually agree on a press release prior to the
Closing Date.  The press release shall be
available and prominently placed on the Seller’s front home page (www.
vibren.com) for sixty (60) days following the Closing Date.


 


(f)                                    Consents.  Following the execution
hereof, Seller shall use its best efforts to obtain all of the Required
Consents, including, without limitation, the Material Consents (as defined
below) as expeditiously as possible, it being understood by the parties that
the Material Consents must be obtained prior to Closing and that all other
Required Consents must be obtained by Seller before or after Closing as soon as
reasonably possible.


 


(g)                                 Employees.  Buyer presently intends to
make offers of employment to certain employees of Seller.  However, Buyer has no obligation to offer to
employ or employ any of Seller’s employees and Seller shall be responsible for
and shall cause to be discharged and satisfied in full all amounts owed to any
employee, including, without limitation, wages, salaries, any employment,
incentive, compensation or bonus agreements or other benefits or payments on
account of termination.  If Buyer employs
an employee of Seller, Buyer shall assume Seller’s obligation to pay any
accrued but unpaid vacation days.


 


(h)                                 No-Shop. From and after the date of this Agreement until the earlier of the
Closing or termination of this Agreement pursuant to its terms, Seller will
not, and will instruct their respective officers, directors, employees, agents,
representatives and affiliates not to, directly or indirectly (a) solicit
or knowingly encourage submission of any acquisition proposals, bids or offers
by any person, entity or group (other than Buyer) or (b) participate in
any discussions or negotiations with any person, entity or group (other than
Buyer) in connection with any acquisition proposal, bids or offers.  In the event that Seller breaches this “No-Shop”
provision, Seller shall pay Buyer $50,000.


 


(i)  Allocation of
Purchase Price.  The Purchase Price
for the Acquired Assets shall be agreed upon by the parties within thirty (30)
days of Closing.  The parties shall (a) each
report the federal, state and local and other Tax consequences of the purchase
and sale contemplated hereby (including the filing of all appropriate Internal
Revenue Service forms) in a manner consistent with such allocation and (b) take
no position in any tax return, proceeding, audit or otherwise which is
inconsistent with such allocation.


 


(j)  ***
Contract.  Included among the
Contracts is a Development Agreement (as amended), dated May 31, 2002, by
and between Seller and ***.  This Development
Agreement provides for royalty payments to be made by *** based upon unit
shipment volumes occurring during each calendar quarter during the term of the
agreement.   Buyer agrees to pay to
Seller fifty percent (50%) of the royalty payment it receives from *** related
to ***’s unit shipments in the second calendar quarter of 2005 to be received
by Buyer, as assignee of the Development Agreement, in the third calendar
quarter of 2005.  Payment shall be made
from Buyer to Seller within ten (10) days of receipt of payment from ***.  To the extent that Buyer is required to
refund to *** any portion of such royalty payment, then Seller agrees that it
will promptly return


 


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to Buyer upon request an amount equal to fifty percent (50%) of the
amount refunded by Buyer to ***.  Buyer
shall provide Seller with evidence of royalty payments received from *** and
any adjustments thereto.  Any payment
made by Buyer to Seller under this Section 5(j) shall be in addition to
the Purchase Price.


 


(k)  Further
Assurances and Post-Closing Undertakings. 
From time to time after the Closing Date, at the Buyer’s request and
without further consideration, the Seller shall execute, acknowledge and
deliver such documents, instruments or assurances and take such other actions
as the Buyer may reasonably request with respect to assigning, conveying and
transferring to the Buyer any of the Acquired Assets, obtaining any Required
Consents for the transfer of the Acquired Assets to the Buyer and further
implementing the transactions contemplated hereby.


 


(l)  Mail,
Email and Phone Forwarding.  For a
period of sixty (60) days following the Closing Date, Seller will use
commercially reasonable efforts to forward to Buyer within (i) one
(1) week of receipt by Seller all postal mail related to the Acquired
Assets or any Hired Employee and (ii) one (1) business day of receipt
by Seller all electronic mail related to the Acquired Assets or any Hired
Employee.  In addition, Seller shall
configure its email server to forward automatically to Buyer all email that
Seller receives at any “alias” email addresses that were designated by Seller
exclusively for use in connection with the Acquired Assets.  Buyer shall provide to Seller in writing a
mailing address and an electronic mail address to be used by Seller in
forwarding mail and electronic mail.


 


(m)  Acquired
Asset Delivery.  Seller shall deliver
to Buyer all Acquired Assets within a reasonable period of time following the
Closing Date, as determined by Buyer. 
Buyer shall be responsible for the reasonable shipping costs associated
with the delivery of the Acquired Assets.


 


(n)  Sales
Assistance.  For a period of sixty
(60) days following the Closing Date, the Seller agrees to make commercially
reasonable efforts to forward to Buyer within five (5) business days of
receipt by Seller any sales inquiries made to Seller, including inquires made
through Seller’s website, that are related to the Acquired Assets.  Seller shall forward the foregoing inquires
by having one of its employees or representatives redirect the inquiries to the
following number: +1-888-820-4500.


 


(o)  Payments.  The Seller agrees that it will forward to
Buyer within one (1) week of receipt by Seller any checks, cash or other
form of payment belonging to Buyer as a result of the purchase of the Acquired
Assets, including Contracts.  Seller
shall forward such payments to the following address:  BSQUARE Corporation, Attention:  Accounts Receivable, 110 110th Avenue NE, Suite 200,
Bellevue, WA  98004.


 


(p)  Patent
and Trademark Expenses.  Buyer and
Seller agree that all costs associated with the assignment of the patents and
trademarks from Seller to Buyer, including attorneys
fees and filing fees, shall be borne by Buyer.


 


(q)  Patent and Trademark Filings.  Without limiting Seller’s general obligations
set forth in Section 5(k), Seller hereby covenants to cooperate and comply
with Buyer’s reasonable requests to perfect the title in and right to the
Acquired Assets as specified on Schedule 1 hereto.  Within thirty (30) days of Closing, Seller
shall deliver to Buyer the following: 
documents evidencing
Seller’s full and unimpeded title in and right to exploit and enforce the
patents and trademarks as specified on Schedule 1 attached
hereto.  Such documents should include,
but not be limited to, evidence of recordation of all patent and trademark
assignments from Accelent to


 


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Seller with the intellectual property offices in
which registration of the patents and trademarks exists.


 


6.                                       Conditions Precedent To
Obligations Of Buyer To Close.  The obligations of Buyer to consummate the
transactions contemplated by this Agreement to occur at the Closing shall be
subject to the satisfaction, on or before the Closing Date, of each and every
one of the following conditions, all or any of which may be waived in writing,
in whole or in part, by Buyer for purposes of consummating such transactions:


 


(a)  Representations and Warranties.  All representations and warranties of Seller
contained in this Agreement shall be true and complete in all material respects
at and as of the Closing Date as though such representations and warranties
were made at and as of such time except to the extent changes are permitted or
contemplated pursuant to this Agreement;


 


(b)  Covenants.  Seller shall have in all material respects
performed and complied with all material covenants, agreements and conditions
required by this Agreement to be performed or complied with by it prior to or
on the Closing Date;


 


(c)  No Injunction.  No action, suit or other proceeding shall
have been instituted, threatened or proposed before any court, governmental
agency or legislative body to enjoin, restrain, prohibit or obtain substantial
damages in respect of, or which is related to, or arising out of, this
Agreement or the consummation of the transactions contemplated hereby which if
successful would have a Material Adverse Effect;


 


(d)  Consents.  Each of the Required Consents that are deemed
by Buyer in its reasonable discretion to be material and as set forth on Schedule 6(d) hereto
(the “Material Consents”) shall have been duly obtained and delivered to or
waived by Buyer;


 


(e)  Deliveries.  Seller shall have made or stand
willing and able to make all the deliveries to Buyer set forth in Section 8(b);
and


 


(f)                                    Between the date of this Agreement and the
Closing Date, there shall have been no Material Adverse Change in Seller’s
business or the condition of the Acquired Assets, taken as a whole.


 


7.                                       Conditions Precedent to Obligations of Seller
to Close.  The obligations of Seller to consummate the
transactions contemplated by this Agreement to occur at the Closing shall be
subject to the satisfaction, on or before the Closing Date, of each and every
one of the following conditions, all or any of which may be waived in writing,
in whole or in part, by Seller for purposes of consummating such transactions:


 


(a)  Representations and Warranties.  All representations and warranties of Buyer
contained in this Agreement shall be true and complete in all material respects
at and as of the Closing Date as though such representations and warranties
were made at and as of such time except to the extent changes are permitted or
contemplated pursuant to this Agreement;


 


(b)  Covenants.  Buyer shall have in all material respects
performed and complied with all material covenants, agreements and conditions
required by this Agreement to be performed or complied with by it prior to or
on the Closing Date;


 


9





















 


(c)  No Injunction.  No action, suit or other proceeding shall
have been instituted, threatened or proposed before any court, governmental
agency or legislative body to enjoin, restrain, prohibit or obtain substantial
damages in respect of, or which is related to, or arising out of, this
Agreement or the consummation of the transactions contemplated hereby;


 


(d)  Deliveries.  Buyer shall have made or stand willing and
able to make all the deliveries set forth in Section 8(c).


 


8.                                       The Closing.


 


(a)                                  Closing and Closing Date.  The closing
(the “Closing”) shall take place on the second business day following the
satisfaction or waiver of all conditions to the obligations of the Parties to
consummate the transactions contemplated hereby (other than conditions with
respect to actions the respective Parties will take at the Closing itself) or
such other date as the Buyer and the Seller may mutually determine (the “Closing Date”).  The parties shall endeavor
to conduct the Closing via facsimile or overnight mail or at such place and
time as the parties may agree. 
Notwithstanding the foregoing, the parties agree that the Closing shall
be deemed effective as of 12:01 a.m. on the Closing Date, and all
references herein that relate to the date and time of the Closing shall refer
to such effective date and time.


 


(b)                                 Seller’s Deliveries.  Prior
to or on the Closing Date, Seller shall deliver to Buyer the following, in form
and substance reasonably satisfactory to Buyer and its counsel:  (i)  A duly
executed bill of sale, substantially in the form attached hereto as Exhibit A;
(ii) a duly executed assumption of agreements (the “Assumption Agreement”)
in the form attached hereto as Exhibit B, (iii) a duly
executed patent and patent application assignment agreement (the “Patent
Assignment”) in the form attached hereto as Exhibit C, (iv) a
duly executed trademark assignment agreement (the “Trademark Assignment”)  in the form attached hereto as Exhibit D,
(v) the Material Consents required by Section 6(d); (vi) a
certificate, dated as of the Closing Date, executed by a duly authorized
officer of Seller, certifying to his knowledge, without personal liability,
that the conditions set forth in Sections 6(a) and 6(b) are
satisfied; (vii) a certificate, dated as of the Closing Date, executed by
the Secretary of Seller, without personal liability:  (a) certifying that the resolutions, as
attached to such certificate, were duly adopted by the Board of Directors and stockholders
of Seller, authorizing and approving the execution of this Agreement on behalf
of Seller and the consummation of the transactions contemplated hereby and that
such resolutions remain in full force and effect; and (b) certifying as to
the incumbency of the person signing this Agreement on behalf of Seller; and (vii) such
other documents reasonably requested by Buyer that are necessary to carry out
the transactions contemplated by this Agreement.


 


(c)                                  Buyer’s Deliveries.  Prior to or on the Closing Date,
Buyer shall deliver to Seller the following, in form and substance reasonably
satisfactory to Seller and its counsel: (i) The
Payment Amount, in accordance with Section 8(d); (ii) a duly
executed Assumption Agreement; (iii) a duly executed Patent Assignment; (iv) a
duly executed Trademark Assignment; (v) a certificate, dated as of the
Closing Date, executed by the President or a Vice President of Buyer,
certifying to his knowledge, without personal liability, that the conditions
set forth in Sections 7(a) and 7(b) are satisfied;
and (vi) a certificate, dated as of the Closing Date, executed by Buyer’s
Secretary, without personal liability:  (a) certifying
that the resolutions, as attached to such certificate, were duly adopted by
Buyer’s Board of Directors, authorizing and approving the execution of this
Agreement and the consummation of the transactions contemplated hereby and that
such resolutions remain in full force and effect; and (b) certifying as to
the incumbency of the person signing this Agreement on behalf of Buyer.


 


10





















 


(d)                                 At the Closing, Buyer shall pay to Seller by
wire transfer in lawful currency of the United States of America the Purchase
Price to the following account designated by the Seller:


 


	
  Bank Account Name

  	
   

  	
  Control Account for Vibren Technologies

  
	
  Account Number

  	
   

  	
  ***

  
	
  Bank

  	
   

  	
  Bank of America

  75 State Street
Boston, MA 02109

  
	
  ABA Routing Number

  	
   

  	
  ***

  



 


9.                                       Termination


 


(a)                                  Binding Agreement.  This
Agreement constitutes the binding and irrevocable agreement of the parties to
consummate the transactions contemplated hereby, subject to and in accordance
with the terms hereof, the consideration for which is (a) the covenants,
representations, warranties and agreements set forth in this Agreement; and (b) the
expenditures and obligations incurred and to be incurred by Buyer on the one
hand, and by Seller, on the other hand, in respect of this Agreement.


 


(b)                                 Methods of Termination.  This
Agreement may be terminated or abandoned only as follows: (i) by
the mutual consent of Seller and Buyer; (ii) by Buyer, if any of the
conditions set forth in Section 6 hereof to which the obligations
of Buyer are subject have not been fulfilled or waived by July 15, 2005,
and provided that the failure to fulfill such condition is not a result of a
breach of warranty or nonfulfillment of any covenant
or agreement by Buyer contained in this Agreement; and (iii) by Seller, if
any of the conditions set forth in Section 7 hereof to which the
obligations of Seller are subject have not been fulfilled or waived by July 15,
2005, and provided that the failure to fulfill such condition is not a result
of a breach of warranty or nonfulfillment of any
covenant or agreement by Seller contained in this Agreement.


 


(c)                                  Rights Upon Mutual Termination.  In
the event of a termination of this Agreement pursuant to Section 9(b)(i) hereof, each party
shall pay the costs and expenses incurred by it in connection with this
Agreement, and no party (or any of its officers, directors, partners,
employees, agents, representatives or stockholders) shall be liable to any
other party for any cost, expense, damage or loss of anticipated profits
hereunder.


 


(d)                                 Termination by Buyer.  In
the event of a termination of this Agreement pursuant to Section 9(b)(ii) hereof,
if Seller is in material breach of this Agreement, Buyer also shall have the
right to seek all remedies available to it as provided hereunder or at law or
equity, including the remedy of specific performance.  In the event of any action to enforce this
Agreement, Seller hereby waives the defense that there is an adequate remedy at
law.


 


(e)                                  Termination Fee.  In
the event the Closing does not occur on or before the Termination Fee Date,
then so long as (i) the conditions precedent set
forth in Section 6 have either been satisfied or waived at least two
business days prior to the Termination Fee Date and (ii) the
representations and warranties of Seller are true an correct as of the
Termination Fee Date, then Buyer shall pay Seller $50,000 in immediately
available funds within three (3) business days of the Termination Fee
Date.  In the event the Closing does not
occur on or before the Termination Fee Date, then so long as (x) the conditions
precedent set forth in Section 7 have


 


11





















 


either
been satisfied or waived at least two business days prior to the Termination
Fee Date and (ii) the representations and warranties of Buyer are true an
correct as of the Termination Fee Date, then Seller shall pay Buyer $50,000 in
immediately available funds within three (3) business days of the Termination
Fee Date.  Notwithstanding the foregoing
statements regarding timing of the payment of any termination fee, if a
termination fee is owed under this Section 9(e) and the Closing
occurs, then the termination fee may be either credited against or added to the
Purchase Price, as the case may be.


 


10.                                 Indemnification.  From
and after the date of this Agreement, and for a period of 12 months thereafter,
Seller shall protect, defend, indemnify and hold harmless Buyer from and
against any and all losses, costs, damages, Liabilities, fees (including
without limitation attorneys’ fees) and expenses (collectively, the “Damages”),
that Buyer incurs by reason of or in connection with any claim, demand, action
or cause of action (i) relating to any
liabilities or obligations of Seller not specifically assumed by Buyer
hereunder, or (ii) resulting from misrepresentation, breach of, or default
in connection with, any of the representations, warranties, covenants or
agreements of Seller contained in this Agreement, including any schedule attached
hereto.  The foregoing indemnification
provisions are in addition to, and not in derogation of, any other statutory,
equitable, contractual or common law remedy Buyer may have under this Agreement
or otherwise.  The aggregate amount for
which Seller may be liable under this Section 10 shall not exceed the
Purchase Price.


 


11.                                 Miscellaneous.


 


(a)  Survival of Representations and
Warranties.  All of the
representations and warranties of the Parties contained in this Agreement shall
survive for nine (9) months after the Closing.


 


(b)  No Third-Party Beneficiaries.  Except as expressly provided herein, this
Agreement shall not confer any rights or remedies upon any Person other than
the Parties and their respective successors and permitted assigns.


 


(c)  Entire Agreement.  This Agreement (including the schedule referred
to herein) constitutes the entire agreement between the Parties and supersedes
any prior understandings, agreements, or representations by or between the
Parties, written or oral, to the extent they related in any way to the subject
matter hereof.


 


(d)  Succession and Assignment.  This Agreement shall be binding upon and
inure to the benefit of the Parties named herein and their respective
successors and permitted assigns.  Neither
Seller nor Buyer may assign this Agreement or any of its rights, interests, or
obligations hereunder without the prior written approval of the other party.


 


(e)  Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.


 


(f)  Headings.  The section headings contained in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.


 


(g)  Notices.  Any notice required or permitted by this
Agreement shall be in writing and shall be deemed sufficient upon receipt, when
delivered personally or by courier, overnight delivery service or confirmed
facsimile, or forty-eight (48) hours after being deposited in the


 


12





















 


regular mail as certified or registered mail with postage prepaid, if such
notice is addressed to the Party to be notified at such Party’s address or
facsimile number as set forth below, or as subsequently modified by written
notice:


 


if to Buyer, to:


 


BSQUARE Corporation


110 110th Avenue NE, Suite 200


Bellevue, WA  98004


Attention:  Chief Financial
Officer


Fax No.:  (425) 519-5999


 


if to Seller, to:


 


Vibren Technologies Inc.


80 Central Street


Boxborough, MA  01719


Attention: Barry Kallander


Fax No.:  (978) 635-6030


 


(h)  Governing Law.  This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of Washington,
United States, without giving effect to any choice or conflict of law provision
or rule that would cause the application of the laws of any other
jurisdiction.


 


(i)  Amendments
and Waivers.  No amendment of any
provision of this Agreement shall be valid unless the same shall be in writing
and signed by the Parties.  No waiver by
any Party of any default, misrepresentation, or breach of warranty or covenant
hereunder, whether intentional or not, shall be deemed to extend to any prior
or subsequent default, misrepresentation, or breach of warranty or covenant
hereunder or affect in any way any rights arising by virtue of any prior or
subsequent such occurrence.


 


(j)  Severability.  Any term or provision of this Agreement that
is invalid or unenforceable in any situation in any jurisdiction shall not
affect the validity or enforceability of the remaining terms and provisions
hereof or the validity or enforceability of the offending term or provision in
any other situation or in any other jurisdiction.


 


(k)  Expenses.  Each of Buyer and Seller will bear its own
costs and expenses (including legal fees and expenses) incurred in connection
with this Agreement and the transactions contemplated hereby.


 


(l)  Specific
Performance.  Each of the Parties
acknowledges and agrees that the other Party would be damaged irreparably in
the event any of the provisions of this Agreement are not performed in
accordance with their specific terms or otherwise are breached.  Accordingly, each of the Parties agrees that
the other Party shall be entitled to an injunction or injunctions to prevent
breaches of the provisions of this Agreement and to enforce specifically this
Agreement and the terms and provisions thereof, in addition to any other remedy
to which it may be entitled, at law or in equity.


 


13





















 


(m)  Advice
of Legal Counsel.  Each Party
acknowledges and represents that, in executing this Agreement, it has had the
opportunity to seek advice as to its legal rights from legal counsel and that
the person signing on its behalf has read and understood all of the terms and
provisions of this Agreement.  The rule of
construction that a written agreement is construed against the party preparing
or drafting such agreement shall specifically not be applicable to the
interpretation of this Agreement.


 


14





















 


IN WITNESS HEREOF, the Parties hereto have executed
this Agreement as of the date first above written.


 


	
   

  	
  BUYER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Print name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SELLER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Print name)

  	
   

  
						



 


[SIGNATURE
PAGE TO ASSET PURCHASE AGREEMENT]


 





















 


EXHIBIT A


 


BILL OF
SALE AND ASSIGNMENT


 


Pursuant to the Asset Purchase Agreement dated June 30,
2005 (the “APA”) between Vibren Technologies, Inc.,
a Delaware corporation (“Seller”) and BSQUARE Corporation, a Washington
corporation (“Buyer”), for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller hereby irrevocably sells,
assigns, transfers, conveys and delivers unto Buyer, each and all of the
Acquired Assets and all of the right, title and interest of Seller therein (as
such terms are defined in the APA); provided, however, as to any lease,
contract, agreement, permit or other authorization included in the Acquired
Assets which cannot be sold, transferred, assigned, conveyed or delivered
effectively without the consent of a third party, which consent has not been
obtained or waived prior to the date hereof, this instrument shall be of no
force or effect until such requisite consent is obtained, whereupon this
instrument shall become of full force and effect with respect thereto.  Capitalized terms not otherwise defined
herein shall have the meanings set forth in the APA.


 


Buyer hereby accepts the sale, transfer, conveyance,
assignment and delivery of the Acquired Assets.


 


Seller represents, warrants, covenants and agrees
that it:  (a) has good and
marketable title to the Acquired Assets, free and clear of any Security
Interest; and (b) will warrant and defend the sale of the Acquired Assets
against all and every Person or Persons whomsoever claiming against any or all
of the same, subject to the terms and provisions of the APA.  The representations, warranties and covenants
contained in this paragraph shall survive only for the applicable period
provided in the APA.


 


Seller hereby covenants and agrees to and with
Buyer, its successors and assigns, to do, execute, acknowledge and deliver, or
to cause to be done, executed, acknowledged and delivered, to Buyer, its
successors and assigns, all such further acts, assignments, transfers,
conveyances, powers of attorney and assurances that may be reasonably requested
by Buyer for the better selling, assigning, transferring, conveying,
delivering, assuring and confirming, to Buyer, its successors or assigns, or
for aiding and assisting in collecting or reducing to possession, any or all of
the Acquired Assets.


 


Seller hereby constitutes and appoints Buyer the
true and lawful attorney of Seller, with full power of substitution, in the
name of Seller or Buyer, but on behalf of and for the benefit of Buyer:  (i) to demand,
collect and receive from time to time any and all of the Acquired Assets sold,
transferred, assigned and conveyed to Buyer or intended to be so, and to make
endorsements and give receipts and releases for and in respect of the same and
any part thereof; (ii) to institute, prosecute, compromise and settle any
and all actions or proceedings that Buyer may deem proper in order to collect,
assert or enforce any claim, right or title of any kind in or to the Acquired
Assets; (iii) to defend or compromise any or all actions or proceedings in
respect of any of the Acquired Assets; and (iv) to do all such acts and things
in relation to the matters set forth in the preceding clauses (i) through (iii) as Buyer shall deem
desirable.  Seller hereby acknowledges
that the appointment hereby made and the powers hereby granted are coupled with
an interest and are not and shall not be revocable by it in any manner or for
any reason.  Buyer shall indemnify,
protect, defend and hold harmless Seller and its officers, directors,
employees, agents and affiliates from any and all Damages caused by or arising
out of any breach of law by Buyer in its exercise of the aforesaid powers.


 





















 


This Bill of Sale and Assignment shall be binding
upon the successors and assigns of Seller and shall inure to the benefit of the
successors and assigns of Buyer.  This
Bill of Sale and Assignment may be executed in counterparts, each of which
shall be considered an original but when taken together shall be deemed one and
the same instrument.


 


This Bill of Sale and Assignment shall be governed
by and construed in accordance with the laws of the State of Washington
applicable to a contract executed and performed in such State without giving
effect to the conflicts of laws principles thereof, except that if it is
necessary in any other jurisdiction to have the law of such other jurisdiction
govern this Bill of Sale and Assignment in order for this Bill of Sale and
Assignment to be effective in any respect, then the laws of such other
jurisdiction shall govern this Bill of Sale and Assignment to such extent.


 


IN WITNESS THEREOF, the parties have caused this Bill
of Sale and Assignment to be executed and delivered this 30th day of June 2005.


 


 


	
   

  	
  VIBREN TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BSQUARE CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
								



 





















 


EXHIBIT B


 


ASSUMPTION
AGREEMENT


 


THIS ASSUMPTION AGREEMENT is entered into this 30th
day of June 2005 by and between Vibren
Technologies, Inc., a Delaware corporation (“Seller”), and BSQUARE
Corporation, a Washington corporation (“Buyer”).


 


WHEREAS, Buyer and Seller have entered into an Asset
Purchase Agreement, dated as of June 30, 2005 (the “APA”;
capitalized terms not defined herein shall have the meanings ascribed to them
in the APA), pursuant to which Seller has agreed to sell, transfer, convey,
assign and deliver to Buyer and Buyer has agreed to purchase from Seller the
Acquired Assets, and Buyer has agreed to assume the Assumed Liabilities;


 


NOW, THEREFORE, for and in consideration of the
mutual covenants contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Buyer hereby
undertakes and agrees, from and after the date hereof, subject to the
limitations contained herein and in the APA, to assume, and to pay, perform and
discharge when due, the Assumed Liabilities.


 


Other than as specifically stated above or in the
APA, Buyer assumes no Liability of Seller by this Assumption Agreement, and it
is expressly understood and agreed that all Liabilities not assumed hereby by
Buyer shall remain the sole obligation of Seller, its successors and assigns.


 


No Person other than Seller, its successors and
assigns shall have any rights under this Assumption Agreement or the provisions
contained herein.


 


This Assumption Agreement may be executed in two
counterparts, each of which will be deemed an original, but both of which
together will constitute one and the same instrument.


 


This Assumption Agreement shall be governed by and
construed in accordance with the laws of the State of Washington applicable to
a contract executed and performed in such State without giving effect to the
conflicts of laws principles thereof, except that if it is necessary in any
other jurisdiction to have the law of such other jurisdiction govern this
Assumption Agreement in order for this Assumption Agreement to be effective in
any respect, then the laws of such other jurisdiction shall govern this
Assumption Agreement to such extent.


 





















 


IN WITNESS WHEREOF, the undersigned have caused
their duly authorized officers to execute this Assumption Agreement on the day
and year first above written.


 


 


	
   

  	
  VIBREN TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BSQUARE CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


EXHIBIT C


 


PATENT
ASSIGNMENT


 


ASSIGNMENT


 


In consideration of good and
valuable consideration, the receipt of which is hereby acknowledged that the
undersigned,


 


ASSIGNOR(S):                                  Vibren Technologies, Inc.


 


hereby sells, assigns, and transfers to


 


ASSIGNEE:                                                       BSQUARE Corporation


a corporation of Washington


 


and its successors, assigns, and legal
representatives, the entire right, title, and interest for the
United States and all foreign countries, in the patents and patent
applications and to any and all improvements that are disclosed in the patents
and/or patent applications entitled:


 


FIELD-CONFIGURABLE,
ADAPTABLE AND PROGRAMMABLE INPUT/OUTPUT BUS INTERFACE AND METHOD


 


as issued on November 5, 2002 with United
States Patent No. 6,477,611, listing inventor(s) Yung-Fu Chang;


 


DEVICE
AND METHOD FOR NONINVASIVE USER REPLACEMENT OF AN INOPERABLE BOOT PROGRAM


 


as issued on March 18, 2003 with United
States Patent No. 6,535,974, listing inventor(s) Yung-Fu Chang and Randal
A. Leeson;


 


PARAMETERIZING
SYSTEM AND METHOD


 


as issued on June 14, 2005 with United States Patent No. 6,907,420,
listing inventor(s) Thomas Gensel, and as filed under
the Patent Cooperation Treaty on 3 November 2003, with International
Publication No. WO 2004/044680, listing inventor(s) Thomas Gensel; and


 


SYSTEM AND METHOD FOR SHARING REUSABLE CODE BASE


 


as filed on November 14, 2002, with United States Application No. 10/294,285,
listing inventor(s) Thomas Gensel, and as filed under
the Patent Cooperation Treaty on 16 May 2003, with International
Publication No. WO 2004/044736, listing inventor(s) Thomas Gensel,


 


and in and to said patent and all utility
applications, divisional applications, continuation applications, continued
prosecution applications, continuation-in-part applications, substitute
applications, renewal applications, reissue applications, reexaminations,
extensions, and all other


 





















 


patent applications that have been or shall be filed
in the United States and all foreign countries on any of said
improvements; and in and to all original patents, reissued patents,
reexamination certificates, and extensions, that have been or shall be issued
in the United States and all foreign countries on said improvements; and
in and to all rights of priority resulting from the filing of said provisional
application;


 


agree that said Assignee may apply for and receive a
patent or patents for said improvements in its own name; and that, when
requested, without charge to, but at the expense of, said Assignee, its
successors, assigns, and legal representatives, to carry out in good faith the
intent and purpose of this Assignment, the undersigned will execute all
divisional applications, continuation applications, continued prosecution
applications, continuation-in-part applications, substitute applications,
renewal applications, reissue applications, reexaminations, extensions and all
other patent applications on any and all said improvements; execute all
rightful oaths, assignments, powers of attorney, and other papers; communicate
to said Assignee, its successors, assigns, and representatives all facts known
to the undersigned relating to said improvements and the history thereof; and
generally assist said Assignee, its successors, assigns, or representatives in
securing and maintaining proper patent protection for said improvements and for
vesting title to said improvements, and all applications for patents and all
patents on said improvements, in said Assignee, its successors, assigns, and
legal representatives; and


 


covenant with said Assignee, its successors, assigns,
and legal representatives that no assignment, grant, mortgage, license, or
other agreement affecting the rights and property herein conveyed has been made
to others by the undersigned, and that full right to convey the same as herein
expressed is possessed by the undersigned.


 


 


	
  Assignor: Please Sign and Date
  Below:

  
	
   

  	
   

  	
   

  
	
  June 30,
  2005

  	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
  Vibren Technologies, Inc.

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  



 





















 


EXHIBIT D


 


TRADEMARK
ASSIGNMENT


 


WHEREAS,
Vibren Technologies, Inc., a Delaware
corporation, having its principal offices at 80 Central Street, Boxborough, MA
01719, (“Assignor”) has adopted, used, is using and is the owner of the
following trademark now registered in the United States Patent and Trademark
Office:


 


ACCELENT


Registration
No.:  2,312,217


Date
of Registration:  January 25, 2000


 


and
WHEREAS, BSQUARE Corporation, a Washington corporation (“Assignee”), has
succeeded to the business, assets and appurtenant goodwill of said Assignor.,


 


NOW,
THEREFORE, in consideration of the sum of one dollar and other good and
valuable consideration, the receipt of which is hereby acknowledged, Assignor
hereby assigns to Assignee all right, title and interest in the United States
in and to said trademark and said registration therefor,
together with the goodwill of the business symbolized by said trademark and the
registration thereof.


 


Signed at ____________________________,
this 30th day of June, 2005.


 


	
  VIBREN TECHNOLOGIES, INC.

  
	
   

  
	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
  Name

  	
   

  	
   

  
	
   

  	
   

  
	
  Title

  	
   

  	
   

  
	
   

  
	
  State of)

  	
   

  	
  )

  
	
   

  	
   

  	
  ) ss:

  
	
  County of)

  	
   

  	
  )

  
							



 


On this                      
day of              ,
20          , personally
appeared                                ,
to me known and known to me to be                      
of Vibren Technologies, Inc., the assignor above
named, and acknowledged that he executed the foregoing Assignment on behalf of
its successor and assignee BSQUARE Corporation and pursuant to authority duly
received.


 


Notary Public


 





















 


Schedules


 


Schedule 1


 


ACQUIRED
ASSETS


 


Customer Lists


 


Customer lists related to Seller’s embedded business


 


Owned Software


 


SchemaBSP- A software development tool that
revolutionizes embedded and consumer device BSP development by enabling
developers to quickly create production-ready BSP’s
for Windows CE and Mobile devices.


 


ATOMS- A software development suite that transforms
the way developers create Windows CE custom user interface designs. Based on
HTML, XML and Macromedia Flash technology, ATOMS allows developers to rapidly
create and deploy compelling, rich content user interfaces for Windows CE
devices without C++ programming.


 


DevkitIDP- A development platform based on Intel
PXA255 with operating systems support for Windows CE, Pocket PC and Linux.


 


USB Windows CE .NET 4.2 Modem Driver:  The USB modem driver supports any USB modem
that operates as an Abstract Control Model (ACM) modem. The driver does not
support soft modems or controller-less modems. The driver could easily be
ported to Windows CE 5.0 Customers include HP, Motorola and Johnson Controls.


 


Tangible Assets


 


Boxborough Asset List


 


	
  Description

  	
   

  	
  Qty

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Hardware

  	
   

  	
   

  	
   

  
	
  Dell Dimension
  4550 Desktops – 4

  	
   

  	
  4

  	
   

  
	
  Dell Precision
  Workstation 360

  	
   

  	
  1

  	
   

  
	
  Dell Precision
  530 2 Processor

  	
   

  	
  1

  	
   

  
	
  Pocket PC IPAQ
  2215’s

  	
   

  	
  2

  	
   

  
	
  Viewsonic
  V210’s

  	
   

  	
  2

  	
   

  
	
  Philips PM 3585
  Logic Analyzer

  	
   

  	
  1

  	
   

  
	
  PMC-Sierra GDA
  RM5231A platforms

  	
   

  	
  3

  	
   

  
	
  PMC-Sierra Xiao Hu RM5231A platform

  	
   

  	
  1

  	
   

  
	
  PMC-Sierra Xiao Hu RM7035C platform

  	
   

  	
  1

  	
   

  
	
  PMC-Sierra Start
  RM5231A platform

  	
   

  	
  1

  	
   

  



 





















 


	
  Rockhopper
  CMB-0500 reference platfom baseboard w/
  (1) SPI power supply

  	
   

  	
  1

  	
   

  
	
  NECEL DDB7701
  CPU boards

  	
   

  	
  3

  	
   

  
	
  NECEL Vr9721 CPU
  boards

  	
   

  	
  2

  	
   

  
	
  NECEL DDB5500
  CPU board

  	
   

  	
  1

  	
   

  
	
  CEPCs

  	
   

  	
  2

  	
   

  
	
  FlexROM
  28pin ROM emulator

  	
   

  	
  1

  	
   

  
	
  EMP30 ROM Burner

  	
   

  	
  1

  	
   

  
	
  Dell Dimension
  4550 Desktop 2.4GH - Personal PC

  	
   

  	
  1

  	
   

  
	
  Leader DC
  Tracking power supply LPS 151

  	
   

  	
  1

  	
   

  
	
  Tektronix
  2465BDV Analog Oscilioscope (4 channels built in
  DMM)

  	
   

  	
  1

  	
   

  
	
  Standard CEPC
  w/case, motherboard and 14” Monitor

  	
   

  	
  1

  	
   

  
	
  PCI
  500 Bus Analyzer (Silicon Control, Inc.)

  	
   

  	
  1

  	
   

  
	
  USB Fax Modem (ViewSonic, HP)

  	
   

  	
  2

  	
   

  
	
  Tektronix 2440
  Oscilloscope

  	
   

  	
  1

  	
   

  
	
  NEC Powermate with CATC Detective card (ISA) and probe

  	
   

  	
  1

  	
   

  
	
  PPRSql2 - Compaq
  DL 360 - Vibren Asset #1048

  	
   

  	
  1

  	
   

  
	
  619Y641 (Power
  Edge 2650) Vibren Asset #1069

  	
   

  	
  1

  	
   

  
	
  H49Y641 (Power
  Edge 2650) Vibren Asset #1070

  	
   

  	
  1

  	
   

  
	
  259Y641 (Power
  Edge 2650) Vibren Asset #1071

  	
   

  	
  1

  	
   

  
	
  J49Y641 (Power
  Edge 2650) Vibren Asset #1072

  	
   

  	
  1

  	
   

  
	
  Tektronix
  Oscilloscopes

  	
   

  	
  3

  	
   

  
	
  APC Smart UPS
  3000 - Asset #1041

  	
   

  	
  1

  	
   

  
	
  Dell Precision Workstations
  620’s

  	
   

  	
  3

  	
   

  
	
  One ADIC Scalar
  24 unit (SDLT)

  	
   

  	
  1

  	
   

  
	
  Intel x86 830M4
  development motherboards

  	
   

  	
  3

  	
   

  
	
  Intel x86 815
  development motherboards

  	
   

  	
  2

  	
   

  
	
  Intel x86
  MSN/Thomson 835-based set top box

  	
   

  	
  1

  	
   

  
	
  NECEL Rockhopper CMB0300 baseboards

  	
   

  	
  8

  	
   

  
	
  NECEL MIPS
  DDB7701 CPU Boards

  	
   

  	
  2

  	
   

  
	
  NECEL MIPS
  DDB5500 CPU Boards

  	
   

  	
  4

  	
   

  
	
  NECEL MIPS
  DDB4131 CPU Boards

  	
   

  	
  6

  	
   

  
	
  NECEL MIPS
  DDB5431 CPU Boards

  	
   

  	
  1

  	
   

  
	
  NECEL Tvia 5050 tunerless video
  adapter

  	
   

  	
  1

  	
   

  
	
  HP Warbird platforms

  	
   

  	
  5

  	
   

  
	
  Wyse Winterm

  	
   

  	
  1

  	
   

  
	
  Microsoft
  Portable Media Center (MCX) platform

  	
   

  	
  1

  	
   

  
	
  Transmeta
  x86 Crusoe development systems

  	
   

  	
  3

  	
   

  
	
  AMD MIPS Alchemy
  Development System

  	
   

  	
  1

  	
   

  
	
  CEPC’s

  	
   

  	
  6

  	
   

  



 





















 


	
  Hitachi SH4
  SH7750 CPU board

  	
   

  	
  2

  	
   

  
	
  Hitachi SH4
  SH7751 CPU board

  	
   

  	
  1

  	
   

  
	
  Hitachi SH4
  SH7760 CPU board

  	
   

  	
  1

  	
   

  
	
  Hitachi SH4
  SH7729R CPU board

  	
   

  	
  1

  	
   

  
	
  Hitachi SHx Tahoe I/O boards

  	
   

  	
  4

  	
   

  
	
  Hitachi MS Harp
  Chassis

  	
   

  	
  1

  	
   

  
	
  Polk NEC Express
  5800 - Dual 833 MHZ 1 GB RAM (Perforce)

  	
   

  	
  1

  	
   

  



 


Akron Asset List


 


	
  Description

  	
   

  	
  Qty

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Hardware

  	
   

  	
   

  	
   

  
	
  IDP Inventory
  Akron

  	
   

  	
  20

  	
   

  
	
  IDP Inventory Teknetix

  	
   

  	
  20

  	
   

  
	
  IDP Inventory
  Loaner to BSQUARE

  	
   

  	
  1

  	
   

  
	
  Scope

  	
   

  	
  1

  	
   

  
	
  Ohio Ameritech (Norstar) Phone System

  	
   

  	
  1

  	
   

  
	
  USB Chief
  Protocol Analyer

  	
   

  	
  1

  	
   

  
	
  Oscilloscope -
  100 MHZ Megazoom

  	
   

  	
  1

  	
   

  
	
  Infocus
  LP130 Digital Projector

  	
   

  	
  2

  	
   

  
	
  Oscilloscope &
  Probe

  	
   

  	
  1

  	
   

  
	
  Dell Dimension
  4400, Pentium 4

  	
   

  	
  5

  	
   

  
	
  Inspiron
  4100, 14.1 SXGA+PIII

  	
   

  	
  2

  	
   

  
	
  Inspiron
  4100

  	
   

  	
  1

  	
   

  
	
  Dell Dimension
  4500, Series Intel Pentium

  	
   

  	
  8

  	
   

  
	
  Toshiba S801-B Eitman’s laptop

  	
   

  	
  1

  	
   

  
	
  Laptop -
  transfer from Taiwan

  	
   

  	
  1

  	
   

  
	
  Stackabel
  Ethernet Switch – Taiwan

  	
   

  	
  2

  	
   

  
	
  IBM Notebook
  2655-GTI – Taiwan

  	
   

  	
  2

  	
   

  
	
  Laptop -
  transfer from Taiwan

  	
   

  	
  1

  	
   

  
	
  Carpet - 3480
  West Market Street

  	
   

  	
  1

  	
   

  
	
  Copier/PRT, XD15

  	
   

  	
  1

  	
   

  
	
  Printer/IJ,DJ

  	
   

  	
  1

  	
   

  
	
  HP 2100TN
  Printer

  	
   

  	
  1

  	
   

  
	
  Kodak DC290
  Camera

  	
   

  	
  1

  	
   

  
	
  3Com SSII Switch
  3300 24 10/10

  	
   

  	
  1

  	
   

  
	
  HP Laserjet 4050N Printer

  	
   

  	
  2

  	
   

  
	
  Tektronix
  Oscilloscope

  	
   

  	
  2

  	
   

  
	
  HP Laserjet 2100SE Printer

  	
   

  	
  1

  	
   

  
	
  HP Laserjet Printer 8150DN

  	
   

  	
  1

  	
   

  



 





















 


	
  Binocular ZoomMaster 65 on univ

  	
   

  	
  1

  	
   

  
	
  Lexmark Color
  Laser Printer

  	
   

  	
  1

  	
   

  
	
  Scope &
  Meter - Taiwan

  	
   

  	
  1

  	
   

  
	
  BK PRECISION
  4040A GENERATOR

  	
   

  	
  1

  	
   

  
	
  BROTHER MFC
  SCANNER/FAX

  	
   

  	
  1

  	
   

  
	
  BULVERDE DVK

  	
   

  	
  1

  	
   

  
	
  BUVERDE DVK
  MAINSTONE II

  	
   

  	
  1

  	
   

  
	
  CISCO AERONET
  ACCESS PT 340 SERIES

  	
   

  	
  1

  	
   

  
	
  DELL 220

  	
   

  	
  1

  	
   

  
	
  DELL 330

  	
   

  	
  1

  	
   

  
	
  DELL 4000

  	
   

  	
  5

  	
   

  
	
  DELL 4000 L/T

  	
   

  	
  1

  	
   

  
	
  DELL 4000 L/T

  	
   

  	
  1

  	
   

  
	
  DELL 4300

  	
   

  	
  4

  	
   

  
	
  DELL DIMENSION
  L1000R

  	
   

  	
  1

  	
   

  
	
  DELL DIMENSION
  L1000R

  	
   

  	
  2

  	
   

  
	
  DELL DIMENSION
  L866R

  	
   

  	
  1

  	
   

  
	
  DELL
  LAPTOP/DOCKING STATION 4000

  	
   

  	
  1

  	
   

  
	
  DELL MMP

  	
   

  	
  1

  	
   

  
	
  DELL POWER EDGE
  1400SC

  	
   

  	
  1

  	
   

  
	
  DELL POWER EDGE
  4400 SERVER

  	
   

  	
  1

  	
   

  
	
  DELL POWER EDGE
  4400 SERVER

  	
   

  	
  1

  	
   

  
	
  EMONSTER 1000B

  	
   

  	
  8

  	
   

  
	
  EMONSTER 500

  	
   

  	
  5

  	
   

  
	
  EMONSTER 600

  	
   

  	
  7

  	
   

  
	
  ETHERNET SWITCH
  DLINK

  	
   

  	
  1

  	
   

  
	
  GATEWAY 2000

  	
   

  	
  1

  	
   

  
	
  GENERIC MPI
  (ASSEMBLED)

  	
   

  	
  1

  	
   

  
	
  HARDWARE JTAG
  DEBUGGER (MAGIC)

  	
   

  	
  1

  	
   

  
	
  HP DESKJET
  970CSC

  	
   

  	
  1

  	
   

  
	
  HP DESKJET
  970CXI

  	
   

  	
  1

  	
   

  
	
  HP DESKJET 995C

  	
   

  	
  1

  	
   

  
	
  HP LAPTOP

  	
   

  	
  1

  	
   

  
	
  HP LASERJET 4 HP

  	
   

  	
  1

  	
   

  
	
  HP LASERJET
  PRINTER

  	
   

  	
  1

  	
   

  
	
  HP SCANJET 5400C

  	
   

  	
  1

  	
   

  
	
  IBM NETFINITY
  5500 SERVER

  	
   

  	
  1

  	
   

  
	
  IBM NETVISTA

  	
   

  	
  1

  	
   

  
	
  IBM XSERIES 220

  	
   

  	
  1

  	
   

  
	
  INTEL WIRELESS
  ACCESS POINTS

  	
   

  	
  4

  	
   

  
	
  KVM SWITCH CYBEX
  AUTOVIEW 200

  	
   

  	
  1

  	
   

  
	
  LEXMARK C750
  PRINTER

  	
   

  	
  1

  	
   

  
	
  MAINSTONE II
  BOARD

  	
   

  	
  1

  	
   

  



 





















 


	
  MERCURY UPS

  	
   

  	
  1

  	
   

  
	
  MICROWAVE OVEN

  	
   

  	
  1

  	
   

  
	
  MONITORS

  	
   

  	
  43

  	
   

  
	
  OSCILLISCOPE
  TEKTRONIC TDS2200

  	
   

  	
  1

  	
   

  
	
  OSCILLOSCOPE
  TEKTRONIC TDS 220

  	
   

  	
  1

  	
   

  
	
  PDA’S (ESTIMATED
  #)

  	
   

  	
  40

  	
   

  
	
  POWER SUPPLIES
  1850D

  	
   

  	
  5

  	
   

  
	
  POWER SUPPLY
  1301A

  	
   

  	
  1

  	
   

  
	
  POWER SUPPLY
  1850D

  	
   

  	
  10

  	
   

  
	
  POWER SUPPLY
  GPS1850

  	
   

  	
  3

  	
   

  
	
  POWER SUPPLY
  GPS1851

  	
   

  	
  1

  	
   

  
	
  QUANTUM DLT
  DRIVE

  	
   

  	
  1

  	
   

  
	
  SEVERAL LAPTOP
  BAGS

  	
   

  	
  1

  	
   

  
	
  SHOW BOOTH

  	
   

  	
  1

  	
   

  
	
  SONY LAPTOP

  	
   

  	
  1

  	
   

  
	
  TEKRONICS TDS
  OSCILLISCOPE

  	
   

  	
  1

  	
   

  
	
  TEKTRONIX TDS
  2200

  	
   

  	
  1

  	
   

  
	
  TOSHIBA
  SATELLITE L/T 2805-S402

  	
   

  	
  1

  	
   

  
	
  UPS

  	
   

  	
  1

  	
   

  
	
  UPS ABACUS UPS

  	
   

  	
  2

  	
   

  
	
  UPS APC700

  	
   

  	
  1

  	
   

  
	
  UPS TRIPP LITE

  	
   

  	
  1

  	
   

  
	
  VEKTR NDT (PC OR
  SERVER)

  	
   

  	
  1

  	
   

  
	
  VEKTRON NPT

  	
   

  	
  3

  	
   

  
	
  XPILOT WEBTABLET
  MA100-XXX

  	
   

  	
  1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Software

  	
   

  	
   

  	
   

  
	
  MS Project 2000

  	
   

  	
  1

  	
   

  
	
  MS SQL Server
  2000

  	
   

  	
  1

  	
   

  
	
  Adobe
  Illustrator

  	
   

  	
  1

  	
   

  
	
  Adobe Reader

  	
   

  	
  10

  	
   

  
	
  Visio
  Professional

  	
   

  	
  1

  	
   

  
	
  Install Shield
  Developer

  	
   

  	
  1

  	
   

  
	
  EC Software
  Help/Manual

  	
   

  	
  2

  	
   

  
	
  CodeWright
  Editor

  	
   

  	
  4

  	
   

  
	
  MS Platform
  Builder

  	
   

  	
  5

  	
   

  
	
  MS Platform
  Builder

  	
   

  	
  site license

  	
   

  
	
  MS Visual Studio
  .NET

  	
   

  	
  1

  	
   

  
	
  StarTeam
  StarBase

  	
   

  	
  site license

  	
   

  
	
  Orcad
  Capture/Layout Plus

  	
   

  	
  1

  	
   

  
	
  Mentor Graphics
  Expedition Design Capture

  	
   

  	
  6

  	
   

  
	
  Mentor Graphics
  Expedition Pinnacle

  	
   

  	
  1

  	
   

  



 





















 


	
  Mentor Graphics
  Expedition Pinnacle (adv. interconnect)

  	
   

  	
  1

  	
   

  
	
  TI OMAP Code
  Composer Studio

  	
   

  	
  1

  	
   

  
	
  GVim
  Editor (Linux/Windows)

  	
   

  	
  1

  	
   

  
	
  CVS (Linux
  server)

  	
   

  	
  5

  	
   

  
	
  Eclipse (Windows
  client)

  	
   

  	
  5

  	
   

  
	
  WinZip

  	
   

  	
  1

  	
   

  
	
  MS Exchange
  Server

  	
   

  	
  1

  	
   

  



 


Trademarks


 


	
  ACCELENT

  	
   

  	
  2,312,317 Reg #

  	
   

  	
  1/25/2000

  	
   

  	
  Trademark

  Service

  Mark

  	
   

  



 


Patents


 


	
  Patent Name

  	
   

  	
  Patent No.

  	
   

  	
  Issue/

  Registration

  Date

  	
   

  	
  Type

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CAP I/O Bus- Field-configurable, adaptable and programmable
  input/output bus interface and method

  	
   

  	
  Patent #6,477,611

  	
   

  	
  11/5/2002

  	
   

  	
  Utility

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bootloader (Genesis System)- Device and method for
  noninvasive, user replacement of an inoperable boot program

  	
   

  	
  Patent #6,535,974

  	
   

  	
  3/18/2003

  	
   

  	
  Utility

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Parameterizing System and Method

  	
   

  	
  Patent #6,907,420

  	
   

  	
  6/142005

  	
   

  	
  Utility

  	
   

  



 


	
  Patent Application Name

  	
   

  	
  Serial No.

  	
   

  	
  File Date

  	
   

  	
  Type

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Parameterizing
  System and Method

  	
   

  	
  Publication #: WO
  2004/044680

  	
   

  	
  11/3/2003

  	
   

  	
  PCT

  	
   

  
	
  System and
  Method for Sharing Reusable Code Base

  	
   

  	
  Application #
  10/294,285

  	
   

  	
  11/14/2002

  	
   

  	
  Utility

  	
   

  
	
  System and
  Method for Sharing Reusable Code Base

  	
   

  	
  Publication #: WO
  2004/044736

  	
   

  	
  5/16/2003

  	
   

  	
  PCT

  	
   

  



 





















 


Schedule 3(i)


 


Contracts


 


	
  Company

  	
   

  	
  Agreement

  	
   

  	
  Date

  	
   

  
	
  Microsoft
  Corporation

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
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  ***

  	
   

  	
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  ***

  	
   

  	
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  ***

  	
   

  	
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  ***

  	
   

  	
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  ***

  	
   

  	
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  ***

  	
   

  	
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  ***

  	
   

  	
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  ***

  	
   

  	
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  ***

  	
   

  	
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  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  



 





















 


	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
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  ***

  	
   

  	
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  ***

  	
   

  
	
  ***

  	
   

  	
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  ***

  	
   

  	
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  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
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  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
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  ***

  	
   

  
	
  ***

  	
   

  	
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  Microsoft

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
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  ***

  	
   

  	
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  ***

  	
   

  	
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  ***

  	
   

  	
  ***

  	
   

  
	
  Microsoft

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  Texas
  Instruments

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  Texas
  Instruments

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  Texas
  Instruments

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  Texas
  Instruments

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
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  ***

  	
   

  	
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  Texas
  Instruments

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
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  ***

  	
   

  	
  ***

  	
   

  
	
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  ***

  	
   

  	
  ***

  	
   

  
	
  Texas
  Instruments

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  Texas
  Instruments

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  Intel

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
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  ***

  	
   

  	
  ***

  	
   

  
	
  Intel Corp

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  



 





















 


	
  Intel - ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  Intel - ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  
	
  Intel - ***

  	
   

  	
  ***

  	
   

  	
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  ***

  	
   

  	
   

  	
   

  



 





















 


Schedule 3(j)


 


Required
Consents


 


	
  Company

  	
   

  	
  Agreement

  	
   

  	
  Date

  	
   

  
	
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  ***

  	
   

  	
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Schedule 6(d)


 


Material
Consents


 


	
  Company

  	
   

  	
  Agreement

  	
   

  	
  Date

  
	
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  ***

  	
   

  	
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  ***

  	
   

  	
  ***

  
	
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  ***

  	
   

  	
  ***

  



 





















 


	
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