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CUSIP No. 45782B104
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SCHEDULE 13D
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Page 4 of 7
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This Amendment No. 1 (Amendment No. 1) amends and supplements the statement on Schedule
13D filed on August 10, 2018 (the Original Filing) by Golden Harbor Ltd. (Golden Harbor) and Joe Lewis. The Original Filing remains in effect except to the extent that it is amended, restated or superseded by information
contained in this Amendment No. 1. Capitalized terms used and not defined in this Amendment No. 1 have the meanings set forth in the Original Filing.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 is hereby amended to add the following:
Co-Investment
Agreements
On September 7, 2018, Mr. Avery, Golden Harbor, and Aviva Holdings, Ltd. entered into a
Co-Investment
Agreement and Investor Suitability Questionnaire pursuant to which Mr. Avery made an indirect
co-investment
of $441,000 in certain of the Units
purchased by Golden Harbor (the Unit Interest). The Unit Interest is a contractual economic interest intended to mirror the economic terms, if any, of Golden Harbors investment in the Units. The Unit Interest represents solely an
economic right and does not include any right to vote, any right to cause the disposition of the Units or any other rights of control. Mr. Avery is entitled to receive the economic benefit, if any, of the Unit Interest based on his cash
investment divided by Golden Harbors total investment in the Units.
On September 7, 2018, Mr. Avery, Golden Harbor, and
Aviva Holdings, Ltd. entered into a
Co-Investment
Agreement and Investor Suitability Questionnaire pursuant to which Mr. Avery made an indirect
co-investment
of
$358,500 in certain of the Inseego Notes purchased by Golden Harbor (the Senior Note Interest). The Senior Note Interest is a contractual economic interest intended to mirror the economic terms, if any, of Golden Harbors investment
in the Inseego Notes. The Senior Note Interest represents solely an economic right and does not include any right to vote, any right to cause the disposition of the Inseego Notes or any other rights of control. Mr. Avery is entitled to receive
the economic benefit, if any, of the Senior Note Interest based on his cash investment divided by Golden Harbors total investment in the Inseego Notes.
On September 7, 2018, Mr. Avery, RPFG Holdings, Inc. and South Ocean entered into a
Co-Investment
Agreement and Investor Suitability Questionnaire pursuant to which Mr. Avery made an indirect
co-investment
of $300,500 in the Term Loan South Ocean
(the Term Loan Interest). The Term Loan Interest is a contractual economic interest intended to mirror the economic terms, if any, of South Oceans investment in the Term Loan. The Term Loan Interest represents solely an economic
right and does not include any right to vote, any right to cause the disposition of the Term Loan or any other rights of control. Mr. Avery is entitled to receive the economic benefit, if any, of the Term Loan Interest based on his cash
investment divided by South Oceans total investment in the Term Loan.
Mr. Avery does not have beneficial ownership of any
shares of Common Stock as a result of the
co-investment
arrangements described above and is therefore not a reporting person hereunder. The foregoing descriptions of the
Co-Investment
Agreement and Investor Suitability Questionnaires do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the
Co-Investment
Agreement and Investor Suitability Questionnaires, which are filed as
Exhibit 7
,
Exhibit 8
and
Exhibit 9
, respectively, to this Schedule 13D and incorporated herein by reference.