This FIRST SUPPLEMENTAL INDENTURE (the First Supplemental Indenture), dated as of March 3, 2020 (the Effective Date), is entered into by and between Inseego Corp., a Delaware corporation (the Company), and Wilmington Trust, National Association, a national banking association, as trustee hereunder (Trustee). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Indenture (as defined below).
WHEREAS, the Company and the Trustee are parties to an Indenture, dated as of January 9, 2017 (the Indenture), which Indenture governs the 5.50% Convertible Senior Notes due 2022 issued by the Company (the Notes) under and in accordance with the provisions of the Indenture;
WHEREAS, as of the date of this First Supplemental Indenture, there is $47,737,000 million aggregate principal amount of the Notes outstanding;
WHEREAS, Section 9.02 of the Indenture provides that the Company and the Trustee may enter into a supplemental indenture to the Indenture for the purpose of amending or supplementing the Indenture or the Notes or waiving compliance with the provisions of the Indenture or the Notes with the written consent of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding;
WHEREAS, the Company has solicited consents from the Holders of the Notes to certain proposed amendments (the Proposed Amendments) to the Indenture and the Notes, as set forth in Section 1.01 of this First Supplemental Indenture;
WHEREAS, the Company has received and caused to be delivered to the Trustee evidence of the consent to the Proposed Amendments received from Holders of a majority of the principal amount of the outstanding Notes;
WHEREAS, the Company and the Trustee desire to enter into this First Supplemental Indenture on the Effective Date in order to give effect to the Proposed Amendments, which shall become effective on the Effective Date; and
WHEREAS, all acts and requirements necessary to make this First Supplemental Indenture, when executed by the parties hereto, a legal, valid and binding supplement to the Indenture, according to its terms and the terms of the Indenture, have been done and performed.
NOW, THEREFORE, the parties hereto covenant and agree for the benefit of all Holders of the Notes, as follows: