Common use of MS Affiliate Clause in Contracts

MS Affiliate. Some provisions in this Agreement include Company’s covenants and obligations to MS and MS Affiliates. Some provisions are for the benefit of MS and MS Affiliates. Company acknowledges and agrees that each MS Affiliate is entitled to its own right to require due performance by Company. To the extent necessary to establish an MS Affiliate’s rights and benefits, MS enters into this Agreement, not only in its own right, but also as an agent for each such MS Affiliate. Microsoft OEM Distribution Agreement For Software Products For Embedded Systems *** dated July 1, 2014 between MS and BSQUARE CORPORATION Confidential treatment has been requested for portions of this document. This document omits the information subject to the confidential treatment request. Omissions are designated as ***. A complete version of this document has been filed separately with the Securities and Exchange Commission. OEM VOLUME ROYALTY PROGRAM SCHEDULE MS may offer an OEM Volume Royalty Program (“OVRP”). The OVRP enables Company to offer a *** royalty (“OVRP royalty rate”) to an OEM Customer that commits to distributing a specified high volume of Products (“OVRP Customer”) installed on a registered design over a *** period (“OVR Project”). Company may qualify to participate in the OVRP as described in the OVRP Guidelines on MyOEM and by registering OVR Projects in the Design Management Tool. Company and OVRP Customer can participate in the OVRP provided that: (a) Company has a valid Microsoft OEM Distribution Agreement For Software Products For Embedded Systems, and (b) OVRP Customer has a valid CLA in place. MS reserves the right to modify the OVRP with *** written notice to Company. 1. Term and Termination Each OVRP period (“OVRP Period”) is ***. The term of each OVR Project begins on the agreed start date until the earlier of: (a) from that date, unless both Company and MS agree to extend the OVR Project to a *** OVRP Period; (b) termination or expiration of the CLA (if the OVRP Customer and MS do not enter into a successor agreement); (c) OEM Volume Royalty Program is cancelled as notified by MS; (d) MS’ decision to terminate the OVR Project due to Company failing to meet or exceed the quarterly forecasted volumes. Chargeback Amounts may apply. (e) MS’ decision to terminate the OVR Project due to discovery that another authorized distributor has a previously registered design and approved OVR Project with the same OEM Customer. No Chargeback Amounts will apply. Any violation of the terms of this Schedule is grounds for termination under Section 14 (Termination) of this Agreement. 2. Royalty Terms (a) The OVRP royalty rate applies only to Products shipped for the specified OVR Project, as registered and approved by MS in the Design Management Tool. Company may offer the OVRP royalty rate to OVRP Customers only. The volume commitments and royalty rates for OVRP are listed in the Royalty Rate List on MyOEM. (b) Company agrees to pay MS the total royalties due for the Products distributed for the specified OVR Project to the OVRP Customer at the OVRP royalty rate as listed in the then-current Royalty Rate List on MyOEM. (c) Company will be notified via MyOEM or email if MS changes its OVRP royalty rates. Such royalty rate changes will be effective on the first date of the calendar month following such notice. In the event of a royalty rate increase, the increase will not apply to OVR Projects in effect prior to the increase. 3. OVRP Customer Notification ***

MS Affiliate. Some provisions in this Agreement include Company’s covenants and obligations to MS and MS Affiliates. Some provisions are for the benefit of MS and MS Affiliates. Company acknowledges and agrees that each MS Affiliate is entitled to its own right to require due performance by Company. To the extent necessary to establish an MS Affiliate’s rights and benefits, MS enters into this Agreement, not only in its own right, but also as an agent for each such MS Affiliate. Microsoft OEM Distribution Agreement For for Software Products For for Embedded Systems Systems, #*** dated July 101, 2014 2010 between MS and BSQUARE B SQUARE CORPORATION Confidential treatment has been requested for portions of this documentagreement. This document agreement omits the information subject to the confidential treatment request. Omissions are designated as ***. A complete version of this document agreement has been filed separately with the Securities and Exchange Commission. OEM VOLUME ROYALTY PROGRAM SCHEDULE MS may offer an OEM Volume Royalty Program (“OVRP”). The OVRP enables Company to offer a *** royalty (“OVRP royalty rate”) to an OEM Customer Customers that commits commit to distributing a specified high volume of Products (“OVRP Customer”) installed on a registered design designs over a *** period (“OVR Project”). Company may qualify to participate in the OVRP as described in the OVRP Guidelines on MyOEM ECE and by registering OVR Projects in the Design Management ToolRegistration / OVRP Online Tool in MOO. Company and OVRP Customer can participate in the OVRP provided that: (a) Company has a valid Microsoft OEM Distribution Agreement For Software Products For Embedded Systems, and (b) OVRP Customer has a valid CLA in place. MS reserves the right to modify the OVRP with *** written notice to Company. 1. Term and Termination Each OVRP period (“OVRP Period”) is ***. The term of each OVR Project begins on the agreed start date until the earlier of: (a) from that date, unless both Company and MS agree to extend the OVR Project to a *** OVRP Period; (b) termination or expiration of the CLA (if the OVRP Customer and MS do not enter into a successor agreement);; or (c) OEM Volume Royalty OVRP Program is cancelled as notified by MS; (d) MS’ decision to terminate the OVR Project due to Company failing to meet or exceed the quarterly forecasted volumes. Chargeback Amounts may apply. (e) MS’ decision to terminate the OVR Project due to discovery that another authorized distributor has a previously registered design and approved OVR Project with the same OEM Customer. No Chargeback Amounts will apply. Any violation of the terms of this Schedule is grounds for termination under Section section 14 (Termination) of this Agreement. 2. Royalty Terms (a) The OVRP royalty rate applies only to Products shipped for the specified OVR Project, as registered and approved by MS in the Design Management ToolRegistration / OVRP Online Tool in MOO. Company may will offer the OVRP royalty rate to OVRP Customers only. The volume commitments and royalty rates for OVRP are listed in the OVRP End Items List and Royalty Rate List List, respectively both of which are posted on MyOEMECE. (b) Company agrees to pay MS the total royalties due for the Products distributed for the specified OVR Project to the OVRP Customer at the OVRP royalty rate as listed in the then-current Royalty Rate List on MyOEMthe ECE. (c) Company will be notified via MyOEM ECE or email if MS changes its OVRP royalty rates. Such royalty rate changes will be effective on the first date of the calendar month following such notice. In the event of a royalty rate increase, the increase will not apply to OVR Projects in effect prior to the increase. 3. Written Agreement with OVRP Customer Notification ***

MS Affiliate. Some provisions in this Agreement include Company’s covenants and obligations to MS and MS Affiliates. Some provisions are for the benefit of MS and MS Affiliates. Company acknowledges and agrees that each MS Affiliate is entitled to its own right to require due performance by Company. To the extent necessary to establish an MS Affiliate’s rights and benefits, MS enters into this Agreement, not only in its own right, but also as an agent for each such MS Affiliate. Microsoft OEM Distribution Agreement For Software Products For Embedded Systems *** dated July 1, 2014 between MS and BSQUARE CORPORATION Confidential treatment has been requested for portions of this document. This document omits the information subject to the confidential treatment request. Omissions are designated as ***. A complete version of this document has been filed separately with the Securities and Exchange Commission. OEM VOLUME ROYALTY PROGRAM SCHEDULE MS may offer an OEM Volume Royalty Program (“OVRP”). The OVRP enables Company to offer a *** royalty (“OVRP royalty rate”) to an OEM Customer that commits to distributing a specified high volume of Products (“OVRP Customer”) installed on a registered design over a *** period (“OVR Project”). Company may qualify to participate in the OVRP as described in the OVRP Guidelines on MyOEM and by registering OVR Projects in the Design Management Tool. Company and OVRP Customer can participate in the OVRP provided that: (a) Company has a valid Microsoft OEM Distribution Agreement For Software Products For Embedded Systems, and (b) OVRP Customer has a valid CLA in place. MS reserves the right to modify the OVRP with *** written notice to Company. 1. Term and Termination Each OVRP period (“OVRP Period”) is ***. The term of each OVR Project begins on the agreed start date until the earlier of:Termination (a) from that date, unless both Company and MS agree to extend the OVR Project to a *** OVRP Period; (b) termination or expiration of the CLA (if the OVRP Customer and MS do not enter into a successor agreement); (c) OEM Volume Royalty Program is cancelled as notified by MS; (d) MS’ decision to terminate the OVR Project due to Company failing to meet or exceed the quarterly forecasted volumes. Chargeback Amounts may apply. (e) MS’ decision to terminate the OVR Project due to discovery that another authorized distributor has a previously registered design and approved OVR Project with the same OEM Customer. No Chargeback Amounts will apply. Any violation of the terms of this Schedule is grounds for termination under Section 14 (Termination) of this Agreement. 2. Royalty Terms (a) The OVRP royalty rate applies only to Products shipped for the specified OVR Project, as registered and approved by MS in the Design Management Tool. Company may offer the OVRP royalty rate to OVRP Customers only. The volume commitments and royalty rates for OVRP are listed in the Royalty Rate List on MyOEM. (b) Company agrees to pay MS the total royalties due for the Products distributed for the specified OVR Project to the OVRP Customer at the OVRP royalty rate as listed in the then-current Royalty Rate List on MyOEM. (c) Company will be notified via MyOEM or email if MS changes its OVRP royalty rates. Such royalty rate changes will be effective on the first date of the calendar month following such notice. In the event of a royalty rate increase, the increase will not apply to OVR Projects in effect prior to the increase. 3. OVRP Customer Notification ***Notification

MS Affiliate. Some provisions in this Agreement include Company’s covenants and obligations to MS and MS Affiliates. Some provisions are for the benefit of MS and MS Affiliates. Company acknowledges and agrees that each MS Affiliate is entitled to its own right to require due performance by Company. To the extent necessary to establish an MS Affiliate’s rights and benefits, MS enters into this Agreement, not only in its own right, but also as an agent for each such MS Affiliate. Microsoft OEM Distribution Agreement For for Software Products For for Embedded Systems Systems, #*** dated July 101, 2014 2010 between MS and BSQUARE B SQUARE CORPORATION Confidential treatment has been requested for portions of this document. This document omits the information subject to the confidential treatment request. Omissions are designated as ***. A complete version of this document has been filed separately with the Securities and Exchange Commission. OEM VOLUME ROYALTY PROGRAM SCHEDULE MS may offer an OEM Volume Royalty Program (“OVRP”). The OVRP enables Company to offer a *** royalty (“OVRP royalty rate”) to an OEM Customer Customers that commits commit to distributing a specified high volume of Products (“OVRP Customer”) installed on a registered design designs over a *** period (“OVR Project”). Company may qualify to participate in the OVRP as described in the OVRP Guidelines on MyOEM ECE and by registering OVR Projects in the Design Management ToolRegistration / OVRP Online Tool in MOO. Company and OVRP Customer can participate in the OVRP provided that: (a) Company has a valid Microsoft OEM Distribution Agreement For Software Products For Embedded Systems, and (b) OVRP Customer has a valid CLA in place. MS reserves the right to modify the OVRP with *** written notice to Company. 1. Term and Termination Each OVRP period (“OVRP Period”) is ***. The term of each OVR Project begins on the agreed start date until the earlier of:Termination (a) from that date, unless both Company and MS agree to extend the OVR Project to a *** OVRP Period; (b) termination or expiration of the CLA (if the OVRP Customer and MS do not enter into a successor agreement);; or (c) OEM Volume Royalty OVRP Program is cancelled as notified by MS; (d) MS’ decision to terminate the OVR Project due to Company failing to meet or exceed the quarterly forecasted volumes. Chargeback Amounts may apply. (e) MS’ decision to terminate the OVR Project due to discovery that another authorized distributor has a previously registered design and approved OVR Project with the same OEM Customer. No Chargeback Amounts will apply. Any violation of the terms of this Schedule is grounds for termination under Section section 14 (Termination) of this Agreement. 2. Royalty Terms (a) The OVRP royalty rate applies only to Products shipped for the specified OVR Project, as registered and approved by MS in the Design Management ToolRegistration / OVRP Online Tool in MOO. Company may will offer the OVRP royalty rate to OVRP Customers only. The volume commitments and royalty rates for OVRP are listed in the OVRP End Items List and Royalty Rate List List, respectively both of which are posted on MyOEMECE. (b) Company agrees to pay MS the total royalties due for the Products distributed for the specified OVR Project to the OVRP Customer at the OVRP royalty rate as listed in the then-current Royalty Rate List on MyOEMthe ECE. (c) Company will be notified via MyOEM ECE or email if MS changes its OVRP royalty rates. Such royalty rate changes will be effective on the first date of the calendar month following such notice. In the event of a royalty rate increase, the increase will not apply to OVR Projects in effect prior to the increase. 3. Written Agreement with OVRP Customer Notification ***Customer