DESCRIPTION OF CAPITAL STOCK
The following is a summary description of the material terms of our capital stock, as well as certain provisions of our Certificate of
Incorporation and our amended and restated bylaws (as amended, our Bylaws). For more detailed information, you should refer to the full text of our Certificate of Incorporation and our Bylaws.
Authorized and Outstanding Capital Stock
As of the date of this prospectus, our authorized capital stock consists of 152,000,000 shares. Those shares consist of 150,000,000 shares
designated as common stock, $0.001 par value per share (the Common Stock), and 2,000,000 shares designated as preferred stock, $0.001 par value per share (the Preferred Stock). The Preferred Stock is issuable in one or more
series designated by the Board, of which 150,000 shares have been designated as Series D Preferred Stock, par value $0.001 per share (the Series D Preferred Stock), and of which 39,500 shares have been designated as Series E Fixed-Rate
Cumulative Perpetual Preferred Stock, par value $0.001 per share (the Series E Preferred Stock). As of May 1, 2020, there were 96,222,460 shares of Common Stock and 37,330 shares of Series E Preferred Stock issued and outstanding.
Common Stock
Subject to the rights of
holders of all classes of stock at the time outstanding having prior rights as to dividends, the holders of Common Stock are entitled to receive such dividends, if any, as may from time to time be declared by our Board out of funds legally available
for that purpose. Currently, we are not paying dividends. Pursuant to our Certificate of Incorporation, holders of our Common Stock are entitled to one vote per share, and are entitled to vote upon such matters and in such manner as may be provided
by law. Holders of our Common Stock have no preemptive, conversion, redemption or sinking fund rights. Subject to the rights of holders of all classes of stock at the time outstanding having prior rights as to liquidation, holders of our Common
Stock, upon the liquidation, dissolution or winding up of the Company, are entitled to share equally and ratably in the assets of the Company. The outstanding shares of our Common Stock are fully paid and
non-assessable, and all shares of Common Stock offered by this prospectus, or issuable upon conversion or exercise of securities, will, when issued, be validly issued and fully paid and non-assessable. The rights, preferences and privileges of holders of our Common Stock are subject to the rights, preferences and privileges of any series of Preferred Stock that we have issued or may issue in the
future.
Each share of Common Stock includes Series D Preferred Stock purchase rights (the Rights) pursuant to the rights
agreement, dated as of January 22, 2018, between Inseego and the rights agent named therein (as amended, the Rights Agreement). Prior to the occurrence of certain events, the Rights will not be exercisable or evidenced separately
from the Common Stock. The Rights have no value except as reflected in the market price of the shares of the Common Stock to which they are attached, and can be transferred only with the shares of our Common Stock to which they are attached.
Preferred Stock
Our Certificate of
Incorporation provides that we may issue shares of Preferred Stock from time to time in one or more series. Our Board is authorized to fix the voting rights, if any, designations, powers, preferences, qualifications, limitations and restrictions
thereof, applicable to the shares of each series of Preferred Stock. Our Board may, without stockholder approval, issue Preferred Stock with voting and other rights that could adversely affect the voting power and other rights of the holders of our
Common Stock, which may have the effect of decreasing the market price of our Common Stock. The ability of our Board to issue Preferred Stock without stockholder approval could have anti-takeover effects, including by delaying, deferring or
preventing a change of control or the removal of our existing management.
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