Item 1.01. Entry into a Material Definitive Agreement.
On August 5, 2022, Inseego Corp. (“Inseego” or the “Company”)
entered into a Loan and Security Agreement (the “Credit Agreement”), by and among Siena Lending Group LLC, as lender (“Lender”),
Inseego Wireless, Inc., a Delaware corporation (“Inseego Wireless”), and Inseego North America LLC, an Oregon limited liability
company, as borrowers (“Inseego North America” and, together with Inseego Wireless, the “Borrowers”), and the
Company, as guarantor (together with the Borrowers, the “Loan Parties”). The Credit Agreement establishes a secured asset-backed
revolving credit facility which is comprised of a $50 million revolving credit facility (the “Credit Facility”), with a minimum
draw of $4.5 million upon execution of the Credit Agreement. The Credit Facility matures on December 31, 2024. Availability under the
Credit Facility is determined by a Borrowing Base (as defined in the Credit Agreement) comprised of a percentage of eligible accounts
receivable and eligible inventory of the Borrowers.
The Borrowers’ obligations under the Credit Agreement are guaranteed
by the Company. The Loan Parties’ obligations under the Credit Agreement are secured by a continuing security interest in all property
of each Loan Party, subject to certain Excluded Collateral (as defined in the Credit Agreement).
Borrowings under the Credit Facility may take the form of base rate
(“Base Rate”) loans or Secured Overnight Financing Rate (“SOFR”) loans. Base Rate loans under the Credit Agreement
will bear interest at a rate per annum equal to the sum of the Applicable Margin (as defined in the Credit Agreement) from time to time
in effect plus the greatest of (a) the per annum rate of interest which is identified as the “Prime Rate” and normally published
in the Money Rates section of The Wall Street Journal (or, if such rate ceases to be so published, as quoted from such other generally
available and recognizable source as Lender may select) (and, if any such published rate is below zero, then the rate determined pursuant
to this clause (a) shall be deemed to be zero), (b) the sum of the Federal Funds Rate (as defined in the Credit Agreement) plus 0.5% and
(c) 3.50% per annum. SOFR loans under the Credit Agreement will bear interest at a rate per annum equal to sum of the Applicable Margin
and the Term SOFR (as defined in the Credit Agreement), with a Term SOFR floor of 1%.
The Applicable Margin varies depending on the Monthly Average Outstanding
(as defined in the Credit Agreement). If the Monthly Average Outstanding is less than $15 million, the Applicable Margin will be 2.50%
for Base Rate loans and 3.50% for SOFR loans. If the Monthly Average Outstanding is between $15 million and $25 million, the Applicable
Margin will be 3.00% for Base Rate loans and 4.00% for SOFR loans. If the Monthly Average Outstanding is greater than $25 million, the
Applicable Margin will be 4.5% for Base Rate loans and 5.50% for SOFR loans.
The Credit Agreement contains a financial covenant whereby the Loan
Parties shall not permit the consolidated Liquidity (as defined in the Credit Agreement) to be less than $10 million any time. The Credit
Agreement also 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.
Events of default under the terms of the Credit Agreement include,
but are not limited to:
| • | | Failure of any Loan Party to pay any principal or interest payment required under the Credit
Agreement in full when due and payable; |
| • | | Failure of any Loan Party to pay any other monetary Obligation (as defined in the Credit
Agreement) payable under the Credit Agreement within three business days after the date when due and payable; |
| • | | Failure of any Loan Party to comply with certain covenants, conditions and agreements, subject
to applicable grace periods and/or notice requirements; and |
| • | | Any representation, warranty, statement, report or certificate made or delivered to the Lender
by or on behalf of any Loan Party is untrue or misleading in any material respect on the date when made or deemed to have been made. |
Subject to certain conditions, upon the occurrence of an event of default,
the Lender, in its sole discretion, may (a) terminate all or any portion of its commitments without prior notice, (b) demand payment in
full of all or any portion of the Obligations and the Early Payment/Termination Premium (as defined in the Credit Agreement) and (c) demand
that the letters of credit be cash collateralized.
On August 5, 2022, the Company drew $4.5 million under the Credit Facility.
The foregoing description of the Credit Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which will be filed as
an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2022.