Material Agreement Form 8 K

Item 1.01.

Entry into a Material Definitive Agreement.

On June 28, 2024, Inseego Corp. ("Inseego" or the "Company") entered into a series of agreements, as part of its overall capital structure management to reduce its total debt and restructure its outstanding 3.25% convertible notes due 2025 (the "2025 Notes"). As part of this initiative, pursuant to the agreements summarized below, the Company executed three transactions that, together, involved the three largest noteholders and approximately $125 million face value or 80% of the 2025 Notes, as follows: (1) Convertible Debt Repurchase: the Company agreed to purchase for cash, all of the $45.9 million in face value of the 2025 Notes held by certain entities managed by Highbridge Capital Management, LLC (such entities, "Highbridge"), the second largest noteholder, at a discount of 30% to face value; (2) Repurchase Loan: to finance a portion of the Convertible Debt Repurchase, the Company entered into a $19.5 million loan from (i) South Ocean Funding, LLC ("South Ocean"), which is an affiliate of Golden Harbor Ltd. ("Golden Harbor") and Tavistock Financial, LLC, and (ii) certain participant lenders (the "Participating Lenders"); and (3) Convertible Debt Exchange: the Company entered into binding term sheets to exchange $80 million of face value that represents all of the 2025 Notes held by North Sound Partners and Golden Harbor Ltd. (the "Noteholders"), the largest and third-largest bondholders, respectively, for the same 30% discount as the Highbridge Notes purchase, for a combination of new long-term debt and equity.

Convertible Debt Repurchase Agreement

On June 28, 2024, pursuant to privately-negotiated repurchase agreements (the "Repurchase Agreements") with Highbridge, Inseego agreed to repurchase an aggregate of approximately $45.9 million in principal amount of 2025 Notes held by Highbridge (the "Highbridge Notes"), representing all of Highbridge's holdings of 2025 Notes, for $32.1 million in cash, or $700 per $1,000 face value bond, plus accrued interest. This purchase transaction is expected to close on or about July 1, 2024.

The foregoing description of the Repurchase Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Repurchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Loan Agreement

Also on June 28, 2024, the Company entered into a Loan and Security Agreement (the "Loan Agreement"), among South Ocean, as lender ("Lender"), the Participating Lenders, the Company, as borrower, and Inseego Wireless, Inc., a Delaware corporation ("Inseego Wireless"), and Inseego North America LLC, an Oregon limited liability company ("Inseego North America"), as guarantors. The Loan Agreement establishes a senior secured $19.5 million loan facility (the "Loan") under which the Company borrowed the $19.5 million on June 28, 2024 to partially fund the Company's repurchase of the Highbridge Notes.

The Company's obligations under the Loan Agreement are guaranteed by two of the Company's wholly-owned subsidiaries, Inseego Wireless and Inseego North America (collectively, the "Guarantors", and together with the Company, the "Loan Parties"). Subject to the requirements of the Loan Agreement, certain of the Company's other subsidiaries may become guarantors and Loan Parties of the Loan Agreement after closing. The Loan Parties' obligations under the Loan Agreement are secured by a continuing security interest in substantially all property of each Loan Party, subject to certain Excluded Collateral (as defined in the Loan Agreement).

The Loan matures on September 30, 2024, provided that the Company may request an extension of the maturity date of up to six months, to March 31, 2025, which the Lender and each Participating Lender may grant or deny with respect to each of their respective portions of the Loan. Borrowings under the Loan will bear interest at 12.0% per annum. Upon any repayment or prepayment of the amounts borrowed under the Loan (including at maturity), the Company will be required to pay an exit fee equal to 4.0% of the aggregate principal amount prepaid or repaid.

The Loan Agreement contains certain customary covenants, which include, but are not limited to, restrictions on indebtedness, liens, fundamental changes, restricted payments, asset sales, and investments, and places limits on various other payments. The Loan Agreement contains certain customary provisions with respect to the definition of, and remedies with respect to, events of default.

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