Mutual General Release and Settlement Agreement, dated July 26, 2018, between Inseego Corp., successor to Novatel Wireless, Inc., on the one hand, and Robert E. Ralston and Ethan B. Ralston, on the other hand

This Mutual Release and Settlement Agreement (“Agreement”) is made and entered into by and between Inseego, Corp., successor to Novatel Wireless, Inc. (“Inseego” or the “Company”), on the one hand, and Robert E. Ralston and Ethan B. Ralston (the “Ralstons”), on the other hand, as follows.

WHEREAS, Inseego has asserted claims against the Ralstons in the action entitled Inseego, Corp. v. Robert Ralston., et al. (Delaware Court of Chancery C.A. No. 2017-0366-JTL) (the “Action”);

WHEREAS, the Ralstons have asserted counterclaims against Inseego in the Action (the “Counterclaims”) (together with the Action, the “Dispute”); and

WHEREAS, Inseego and the Ralstons wish to settle the Dispute and resolve any and all of their differences and bring all matters between them to a conclusion, and to avoid incurring further fees, costs and other burdens by entering into this Agreement.

NOW, THEREFORE, for and in consideration of the execution of this Agreement and the terms and mutual covenants contained herein, Inseego and the Ralstons (individually, each a “Party” and together, the “Parties”), intending to be legally bound, enter into this Agreement as follows:

1.    Payment of Consideration by Inseego to the Ralstons. In exchange for and in consideration of the parties’ dismissal of the Action and the releases of claims, as described below, Inseego shall pay the Ralstons, to be divided between them as they solely shall determine, the following consideration:

a.    Inseego shall pay the Ralstons by August 17, 2018 via wire transfer to their counsel’s trust account the amount of one million U.S. Dollars ($1,000,000).

b.    Inseego shall, immediately upon execution of this Agreement, instruct its transfer agent to permit the transfer/sale of the 973,333 shares of Inseego common stock previously issued and currently held by the Ralstons.

c.    Inseego shall, immediately upon the execution of this Agreement, instruct its transfer agent to issue to the Ralstons an additional 500,000 shares of Inseego common stock. Pursuant to and following the procedures, representations and warranties agreed upon by the Parties in Appendix A, Inseego shall promptly take any and all necessary action, including the filing of the necessary registration statement and obtaining permission for the shares to be transferred, so as to permit the re-sale by the Ralstons of such stock.

d.    Inseego will, in twelve (12) months following the execution of the Agreement, and at Inseego’s option, either (1) pay the Ralstons an additional one million U.S. Dollars ($1,000,000) or (2) instruct its transfer agent to issue to the Ralstons an additional number of shares of Inseego common stock where the closing stock price on the Nasdaq Stock Market (“Nasdaq”) on the day before the date of issuance multiplied by the number of shares equals one million U.S. Dollars ($1,000,000), rounded down to the nearest whole share. Inseego may also choose to pay a combination of both cash and stock amounting to a total of one million U.S. Dollars ($1,000,000). So, for example, if Inseego’s closing stock price on the day before the date of issuance is $2 per share, Inseego could instruct its transfer agent to issue 500,000 shares, or Inseego could pay $200,000 in cash and instruct its transfer agent to issue 400,000 shares. If the Company issues shares of Inseego common stock to the Ralstons hereunder, then pursuant to and following the procedures, representations and warranties agreed upon by

the Parties in Appendix A, Inseego shall then promptly take and all necessary action, including the filing of the necessary registration statement and obtaining permission for the shares to be transferred, so as to permit the re-sale by the Ralstons of such stock.

e.    Inseego will also, in twenty four (24) months following the execution of the Agreement, and at Inseego’s option, either (1) pay the Ralstons an additional one million U.S. Dollars ($1,000,000) or (2) instruct its transfer agent to issue to the Ralstons an additional number of shares of Inseego common stock where the closing stock price on Nasdaq on the day before the date of issuance multiplied by the number of shares equals one million U.S. Dollars ($1,000,000), rounded down to the nearest whole share. Inseego may also choose to pay a combination of both cash and stock amounting to a total of one million U.S. Dollars ($1,000,000). If the Company issues shares of Inseego common stock to the Ralstons hereunder, then pursuant to and following the procedures, representations and warranties agreed upon by the Parties in Appendix A, Inseego shall then promptly take and all necessary action, including the filing of the necessary registration statement and obtaining permission for the shares to be transferred, so as to permit the re-sale by the Ralstons of such stock.

3.    General Release by the Inseego Parties of the Ralstons’ Parties. Upon execution of the Agreement, Inseego, on behalf of itself and its respective affiliates, agents, employees, officers, directors, parents, clients, attorneys, representatives, advisors, heirs, executors, administrators, predecessors, successors, insurers, accountants, investment advisors, or anyone acting on their behalf (the “Inseego Parties”) hereby generally release the Ralstons and their respective affiliates, agents, employees, officers, directors, parents, clients, attorneys, representatives, advisors, heirs, executors, administrators, predecessors, successors, investment funds, insurers, accountants, investment advisors, or anyone acting on their behalf (the Ralstons’ Parties) from and against any and all claims, known or unknown, whether asserted or not, that the Inseego Parties may have had against the Ralstons’ Parties from the beginning of time until the date of execution of the Agreement. For the avoidance of doubt, the Inseego Parties are not releasing the Ralstons Parties from any obligations or duties owed under this Mutual General Release and Settlement Agreement.

4.    General Release by the Ralstons’ Parties of the Inseego Parties. Upon execution of the Agreement, the Ralstons’ Parties hereby generally release the Inseego Parties from and against any and all claims, known or unknown, whether asserted or not, that the Ralstons’ Parties may have had against the Inseego Parties from the beginning of time until the date of execution of the Agreement. For the avoidance of doubt, the Ralston Parties are not releasing the Inseego Parties from any obligations or duties owed under this Mutual General Release and Settlement Agreement.

5.    Unknown Claims. The Parties acknowledge that they may have sustained or acquired against each other claims, demands, losses, accounts, reckonings, debts, liabilities, indemnities, obligations, actions, causes of action, settlement costs, attorneys fees, court costs and expenses of a presently unknown and unforeseen nature which arise from or relate to the matters released hereby (“Unknown Claims”). The Parties acknowledge that in connection with this Agreement, release of claims, and dismissal they shall knowingly and expressly waive Unknown Claims related thereto, including their rights and benefits under Section 1542 of the California Civil Code or under any similar provision of law. The Parties acknowledge that they are aware of Section 1542 of the California Civil Code, which states that:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

The Parties, and each of them, waive the applicability of Section 1542 to the releases contained herein. The

Parties similarly waive with respect to the releases contained herein and any and all rights and benefits conferred by any statute, regulation or principle of common law or civil law of the United States, of any state, commonwealth, territory or other jurisdiction thereof, or of any foreign country or other foreign jurisdiction which is similar, comparable or equivalent to Section 1542 of the California Civil Code. This Agreement contains releases that are full and complete releases of the matters released herein, regardless of whether those matters are presently known or unknown, foreseen or unforeseen.

6.    Non-Disparagement. The Parties agree that they will not disparage or make any derogatory remarks about the Ralstons’ Parties or the Inseego Parties, respectively. To the extent that a comment is requested about this Agreement, the Parties agree to provide only the statement articulated in Section 18 below.

7.    Attorneys’ Fees and Costs. The Parties each agree to bear their own costs and attorneys’ fees in connection with the Dispute, this Agreement and the other agreements and transactions contemplated hereby.

8.    Governing Law. The validity, construction, interpretation, performance and enforcement of this Agreement, and all disputes arising out of this Agreement, shall be governed by Delaware law without regard to choice of law or conflicts of law principles.

9.    Venue for Claims. The Parties agree that any claims brought by any Party relating to or arising out of the Agreement shall be brought in the Court of Chancery for the State of Delaware.

10.    Integration Clause. This Agreement constitutes and embodies the full and final agreement and understanding between the Parties with regard to the subject matter hereof, and supersedes all prior agreements, understandings, negotiations, representations and discussions regarding the same. The Parties all acknowledge that there are no representations, promises, warranties, conditions or obligations of the Parties not contained herein, and that the Parties have not executed this Agreement in reliance on any other representation, promise, warranty, condition or obligation.

11.    Construction. Each Party and their respective counsel have taken part in the drafting and preparation of this Agreement, and therefore any ambiguity or uncertainty in this Agreement shall not be construed against any Party to it. To ensure the Agreement is not construed against any Party, the Parties expressly agree that any common law or statutory provision providing that an ambiguous or uncertain term will be construed against the drafting Party is waived and shall not apply to the construction of this Agreement.

12.    No Oral Modifications. This Agreement may only be further modified, amended or supplemented by a subsequent writing executed by the Parties.

13.    Authority to Execute. Each person whose signature appears on this Agreement warrants and guarantees that he or she has been duly authorized and has full authority to execute this Agreement on behalf of the entity for which his or her signature appears.

14.    Voluntary Execution. The Parties acknowledge that they have executed this Agreement voluntarily and without any duress or undue influence. The Parties further each acknowledge that they: (a) have had the opportunity to be represented and advised by counsel of their own choice in connection with the negotiation and execution of this Agreement; (b) have read this entire Agreement; (c) have had the opportunity to have this Agreement explained to them by counsel of their choice; and (d) have executed this Agreement solely on the basis of advice of their own counsel of choice and on the basis of their own independent investigation of the facts, laws and circumstances material to this Agreement.

15.    Remedies for Breach. The Parties and their counsel acknowledge that a breach of this Agreement cannot reasonably or adequately be compensated in damages in an action at law, and that a breach of any of the provisions contained in this Agreement and its Appendix will cause the other side irreparable injury and damage. By reason thereof, the Parties and their counsel agree that any Party hereto shall be entitled, in addition to any

other remedies it may have under this Agreement or otherwise, to seek preliminary and permanent injunctive and other equitable relief to prevent or curtail any breach of this Agreement; provided, however, that no specification in this Agreement of a specific legal or equitable remedy shall be construed as a waiver or prohibition against pursuing other legal or equitable remedies in the event of such a breach.

16.    No admission of liability. Each of the Parties agrees and understands that this Agreement is a compromise and settlement of disputed claims and that this Agreement shall not be construed as an admission of liability or wrongdoing by any Party.

17.    Notices. Any side claiming a breach of this Agreement by the other side shall give ten (10) days’ written notice to such other side, which shall be by overnight delivery. Any such notice to be given pursuant to or concerning this Agreement shall be made as follows:

9605 Scranton Rd., Ste. 300

San Diego, CA 92121

Attention: Chief Executive Officer

With copies via email

San Diego, CA 92121

Peter M. Stone

Paul Hastings LLP

1117 S. California Avenue

Palo Alto, CA 94304

Ethan B. Ralston

With a copy via email

Philadelphia, PA 19103-7599

Email: ***@***

18.    Disclosure. The Parties agree that the Parties may inform others that “no party has admitted liability” and/or that “the case has been resolved to the satisfaction of all parties” and that the Ralstons may further disclose that there was no finding of liability against them and that they have paid no money to resolve the claims asserted against them In addition, this Agreement or its terms may be disclosed if such disclosure is required: (a) in response to an order or subpoena of a court of competent jurisdiction or as required by law, in which event immediate written notice shall be given to all other Parties sufficiently prior to production to permit a challenge to any such order/subpoena; (b) in response to an inquiry or order issued by a state or federal agency of competent jurisdiction, in which event immediate written notice shall be given to all other Parties; (c) to the Parties’ respective legal, tax and financial advisors (and in the case of the Ralstons their families, and after five (5) business days following execution of the Agreement, their lenders, business venturers or partners, future business business venturers or partners, or anyone who may inquire of the status of the claims that Inseego had previously asserted against the Ralstons), (d) to the extent necessary to report to appropriate regulatory authorities and in other related dealings with regulatory authorities; (e) to the extent necessary to report income to appropriate taxing authorities and in other related dealings with taxing authorities; (f) by Inseego, as a public company, within

five (5) business days of execution of the Agreement, by public disclosure of the Agreement and the terms of the settlement , or (g) in connection with any litigation/arbitration between any of the Parties hereto regarding enforcement or interpretation of this Agreement.

19.    Further Documents. The Parties shall execute any and all documents that may be reasonably necessary to effectuate the terms of this Agreement.

20.    Binding on Successors and Assigns. The terms, covenants, conditions and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, predecessors, executors, trusts, guardians ad litem, agents, representatives, heirs, affiliated corporations and entities, and assigns.

21.    Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

22.    Effectiveness. This Agreement shall become effective and binding immediately upon its execution by all signatories.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of July __, 2018.

(b)    Effectiveness.

2.    Obligations of the Ralstons.

(c)    He is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.