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BSQUARE CORPORATION (NASDAQ:BSQR) Files An 8-K Entry into a Material Definitive Agreement

BSQUARE CORPORATION (NASDAQ:BSQR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.

On April 27, 2017, BSQUARE Corporation (the “Company”) received notice from Microsoft Corporation (“Microsoft”) of the extension for an additional year of the term of the Microsoft OEM Distribution Agreement for Software Products for Embedded Systems (the “Distribution Agreement”) between the Company and Microsoft, until June 30, 2018. Under the Distribution Agreement, the initial term of which commenced July 1, 2014, the Company has rights to distribute Microsoft Windows Embedded operating systems (the “Licensed Products”) on a non-exclusive basis in the United States, Canada, the Caribbean (excluding Cuba), Mexico, Argentina, Brazil, Chile, Colombia, Peru and Puerto Rico. The renewal does not alter the terms or conditions of the Distribution Agreement other than the expiration date thereof.

The Distribution Agreement includes a limitation of liability clause in favor of Microsoft and its affiliates according to which the aggregate liability of those parties to the Company for each Licensed Product will not exceed direct damages incurred up to a specified percentage of the amount paid by the Company to Microsoft for that Licensed Product under the Distribution Agreement. This limitation does not apply to attorneys’ fees and expenses incurred by Microsoft in connection with certain indemnification obligations it has under the Distribution Agreement.

Microsoft has the right to remove any product from among the Licensed Products by setting a distribution end date for it. In addition, each party has certain rights to terminate the Distribution Agreement for cause, and either party may terminate the Distribution Agreement without cause by giving notice a specified number of days in advance.

The foregoing description of the Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Distribution Agreement, which is filed as Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 and is incorporated herein by this reference.

In addition, the Company has renewed its agreements for the distribution of Windows Mobile operating systems and related products, for the territories of North America, South America, Central America, Japan, Taiwan, and the EMEA region (comprised of Europe, the Middle East, and Africa), such that they also expire on June 30, 2018.

BSQUARE Corporation resells software from Microsoft Corporation (Microsoft) and provides software solutions and related engineering services to companies that develop smart, connected systems. A smart, connected system is a dedicated purpose computing device that typically has a display, runs an operating system and is connected to a network or data cloud through a wired or wireless connection. Its smart, connected systems include set-top boxes, home gateways, point-of-sale terminals, kiosks, voting machines, gaming platforms, tablets, handheld data collection devices, personal media players, smart phones, smart vending machines, casino gaming machines, digital signs and in-vehicle telematics and entertainment devices. It is focused on smart, connected systems that utilize various Microsoft Windows Embedded and Windows Mobile operating systems, as well as devices running on other operating systems, such as Android, Linux and QNX. The Company operates in North America, Asia and Europe. BSQUARE CORPORATION (NASDAQ:BSQR) Recent Trading Information
BSQUARE CORPORATION (NASDAQ:BSQR) closed its last trading session down -0.10 at 5.05 with 20,357 shares trading hands.

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