Form 8-K

8-K — INSEEGO CORP.

Accession: 0001683168-26-007512

Filed: 2026-10-01

Period: 2026-09-30

CIK: 0001022652

SIC: 3669 (COMMUNICATIONS EQUIPMENT, NEC)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — inseego_8k.htm (Primary)

EX-2.1 — AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT - NOKIA SOLUTIONS AND NETWORKS OY (inseego_ex0201.htm)

EX-4.1 — COMMON STOCK PURCHASE WARRANT (inseego_ex0401.htm)

EX-4.2 — COMMON STOCK PURCHASE WARRANT (inseego_ex0402.htm)

EX-10.1 — LOCK-UP AGREEMENT (inseego_ex1001.htm)

EX-10.2 — REGISTRATION RIGHTS AGREEMENT DATED OCTOBER 1, 2026 (inseego_ex1002.htm)

EX-99.1 — PRESS RELEASE DATED OCTOBER 1, 2026 (inseego_ex9901.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: inseego_8k.htm · Sequence: 1

Inseego Corp. 8-K

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0001022652

2026-09-30

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 30, 2026

INSEEGO CORP.

(Exact Name of Registrant as Specified in

Charter)

Delaware

001-38358

81-3377646

(State or

other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

9710 Scranton Road, Suite 200

San Diego, California 92121

(Address of principal executive offices) (Zip

Code)

(858) 812-3400

(Registrant’s telephone number, including

area code)

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common

Stock, par value $0.001 per share

INSG

Nasdaq

Global Select Market

Indicate by check mark whether the registrant is an emerging

growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Explanatory Overview

On October 1, 2026, Inseego Corp. (“Inseego”)

and Nokia Solutions and Networks Oy (“Nokia”) completed the transactions (the “Closing”) contemplated by the previously

announced Asset Purchase Agreement (the “Purchase Agreement”) and Subscription Agreement (the “Subscription Agreement”),

each entered into between them on April 30, 2026 and described in the Current Report on Form 8-K filed by Inseego on April 30, 2026 (the

“Signing 8-K”).

At the Closing, pursuant to the terms of the Purchase

Agreement, Inseego purchased substantially all of the assets (the “Purchased Assets”) comprising Nokia’s fixed wireless

access business (the “FWA Business”) for a purchase price consisting of 1,163,693 shares of Inseego’s common stock (“Common

Stock”), warrants (the “Consideration Warrants”) to purchase an aggregate of 521,139 shares of Common Stock, and the

assumption of certain liabilities of the FWA Business.

Also at the Closing, pursuant to the previously

announced terms of the Subscription Agreement, Nokia invested $10,000,000 in cash in Inseego, in consideration for which Inseego issued

to Nokia 775,795 shares of Common Stock and warrants to purchase an aggregate of 290,569 shares of Common Stock (the “Subscription

Warrants” and, collectively with the Consideration Warrants, the “Warrants”). In connection with the Closing, Inseego

and Nokia agreed to revise the exercise price of the Warrants to $4.26, representing the 30-trading day volume weighted average price

of the Common Stock for the period ended September 25, 2026. As a result of the Closing, Nokia holds approximately an 11% ownership interest

in Inseego, not including the exercise of the Warrants.

In addition to the completion of the transactions

described above, pursuant to an amendment to the Purchase Agreement entered into on September 30, 2026 (as further described below), Nokia

will also make an additional cash payment of $10,000,000 to Inseego by October 15, 2026, in support of Inseego’s engineering investment

to drive the interoperability between Inseego’s device OS and cloud offerings and certain of Nokia’s technology ecosystems

over the year following the Closing.

Item 1.01 Entry into a Material Definitive Agreement.

The disclosure set forth in the “Explanatory

Overview” is incorporated by reference into this Item 1.01.

On September 30, 2026, Inseego and Nokia entered

into Amendment No. 1 to the Asset Purchase Agreement (the “Amendment”). Pursuant to the Amendment, among other things, the

parties agreed to the additional cash payment described above.

Pursuant to the terms of the Purchase Agreement

and the Subscription Agreement, at the Closing, Inseego issued to Nokia the Warrants. The Consideration Warrants are exercisable to purchase

an aggregate of 521,139 shares of Common Stock and the Subscription Warrants are exercisable to purchase an aggregate of 260,569 shares

of Common Stock, in each case at an exercise price of $4.26 per share (subject to adjustment for stock dividends, stock splits and similar

events) for a period expiring on October 1, 2030. The Consideration Warrants are exercisable for cash, and the Subscription Warrants are

exercisable for cash or on a cashless exercise basis, at the option of the holder.

Pursuant to the terms of the Purchase Agreement,

at the Closing, Inseego and Nokia entered into a Lock-Up Agreement (the “Lock-Up Agreement”) pursuant to which Nokia agreed

not to transfer any of the shares of Common Stock issued pursuant to the terms of the Purchase Agreement or the Subscription Agreement,

any of the Warrants, or any shares of Common Stock underlying the Warrants (collectively, the “Securities”), subject to limited

exceptions, for a period of (i) with respect to 50% of each type of the Securities, one year following the Closing and (ii) with respect

to the remaining 50% of each type of the Securities, two years following the Closing. In addition, Inseego and Nokia entered into a Registration

Rights Agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, Inseego agreed to file

a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) within one year of the Closing in order

to effect a registration for the resale by Nokia of the shares of Common Stock issuable pursuant to the terms of the Purchase Agreement

and the Subscription Agreement, as well as the shares of Common Stock underlying the Warrants. The Registration Rights Agreement also

grants Nokia certain demand and “piggyback” registration rights and will require Inseego, under certain circumstances, to

assist with underwritten offerings for the Securities.

The foregoing descriptions of the Amendment, the

Consideration Warrants, the Subscription Warrants, the Lock-Up Agreement and the Registration Rights Agreement are not complete and are

subject to and qualified in their entireties by reference to the full text of such agreements, copies of which are filed as Exhibits 2.1,

4.1, 4.2, 10.1 and 10.2 to this Current Report on Form 8-K.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the “Explanatory

Overview” and the information contained in response to Item 1.01 of this Current Report is incorporated by reference into this Item

2.01.

On October 1, 2026, Inseego and Nokia completed

the transactions contemplated by the Purchase Agreement, including the acquisition of the Purchased Assets by Inseego. As consideration

for the Purchased Assets, Inseego issued to Nokia 1,163,693 shares of Common Stock and the Consideration Warrants, and assumed certain

liabilities relating to the FWA Business.

The foregoing description of the acquisition of

the Purchased Assets pursuant to the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference

to the Purchase Agreement which was filed with the SEC as Exhibit 2.1 to the Signing 8-K and is incorporated herein by reference, as amended

by the Amendment.

As set forth in the Signing 8-K, the Purchase Agreement,

as amended by the Amendment, governs the contractual rights between the parties in relation to the transactions contemplated thereby.

The Purchase Agreement and the Amendment have been filed as exhibits to the Signing 8-K and this Current Report on Form 8-K, respectively,

to provide investors with information regarding the terms thereof and are not intended to provide, modify or supplement any information

about Inseego, the FWA Business, Nokia or any of their respective subsidiaries or affiliates, or their respective businesses. In particular,

the Purchase Agreement, as amended by the Amendment, is not intended to be, and should not be relied upon as, disclosures regarding any

facts and circumstances relating to Inseego, the FWA Business, or Nokia. The warranties contained in the Purchase Agreement and the Amendment

have been negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. The

representations and warranties may also be subject to contractual standards of materiality that may be different from those generally

applicable under the securities laws. For the foregoing reasons, the representations and warranties should not be relied upon as statements

of factual information. Moreover, information concerning the subject matter of the representations and warranties may change after the

date of the Purchase Agreement and/or the Amendment, which subsequent information may or may not be fully reflected in Inseego’s

public disclosures.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth in the “Explanatory

Overview” and the information set forth in Items 1.01 and 2.01 of this Current Report with respect to the Securities issued at the

Closing pursuant to the Purchase Agreement and the Subscription Agreement is incorporated by reference into this Item 3.02. The Securities

have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any

state or other jurisdiction, and were offered in reliance upon the exemption from registration afforded by Section 4(a)(2) under the Securities

Act and/or Regulation D promulgated thereunder and, as applicable, corresponding provisions of state securities laws, which

exempt transactions by an issuer not involving any public offering. Nokia represented and warranted to Inseego that it is an “accredited

investor” as such term is defined in Regulation D promulgated under the Securities Act.

Item 7.01 Regulation FD Disclosure.

On October 1, 2026, Inseego and Nokia issued a

press release announcing the Closing. A copy of the press release is attached to this current report on Form 8-K as Exhibit 99.1 and is

incorporated by reference into this Item 7.01.

The information in this Item 7.01, including Exhibit

99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended

(the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by

reference into the filings of Inseego under the Securities Act or the Exchange Act, regardless of any general incorporation language in

such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information

in this Item 7.01, including Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The financial statements of the FWA Business required

by Item 9.01(a) of Form 8-K are intended to be filed by an amendment to this Current Report no later than 71 days after the due date of

this Current Report.

(b) Pro Forma Financial Information.

The unaudited pro forma financial information required

by Item 9.01(b) of Form 8-K are intended to be filed by an amendment to this Current Report no later than 71 days after the due date of

this Current Report.

(d) Exhibits.

The following Exhibits are filed with this Report:

Exhibit No.

Description

2.1*

Amendment No. 1 to Asset Purchase Agreement, dated October 1, 2026, between Nokia Solutions and Networks Oy and Inseego Corp.

4.1**

Common Stock Purchase Warrant, dated October 1, 2026.

4.2**

Common Stock Purchase Warrant, dated October 1, 2026.

10.1

Lock-Up Agreement, dated October 1, 2026.

10.2

Registration Rights Agreement dated October 1, 2026, between Inseego Corp. and Nokia Solutions and Networks Oy.

99.1

Press Release dated October 1, 2026.

104

Cover Page Interactive Data File (embedded within the Inline

XBRL document).

* Certain schedules and exhibits to this agreement have been omitted

pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon

request. In addition, certain portions of this agreement have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. An unredacted

copy of the agreement will be furnished to the SEC upon request.

** Certain portions of this agreement have been redacted pursuant to

Item 601(b)(10)(iv) of Regulation S-K. An unredacted copy of the agreement will be furnished to the SEC upon request.

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the

undersigned hereunto duly authorized.

INSEEGO CORP.

Date: October 1, 2026

By:

/s/ Steven Gatoff

Steven Gatoff

Chief Financial Officer

EX-2.1 — AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT - NOKIA SOLUTIONS AND NETWORKS OY

EX-2.1

Filename: inseego_ex0201.htm · Sequence: 2

Exhibit 2.1

CERTAIN INFORMATION

CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS

AS PRIVATE OR CONFIDENTIAL.

AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT

THIS AMENDMENT NO. 1 TO THE

ASSET PURCHASE AGREEMENT, dated as of September 30, 2026 (this “Amendment No. 1”), amends the Asset Purchase Agreement,

dated as of April 30, 2026 (the “APA”), by and between Nokia Solutions and Networks Oy, a company incorporated under

the Laws of Finland with company number 2058430-6 and whose registered office is at Karakaari 7, Espoo, 02610, Finland (the “Seller”)

and Inseego Corp., a Delaware corporation whose principal executive office is at 9710 Scranton Rd, Suite 200, San Diego, California 92121,

United States of America (the “Purchaser”), and is made and entered into by and between the Seller and the Purchaser

(collectively, the “Parties” and each a “Party”).

RECITALS

WHEREAS, Clause 32

of the APA sets forth that the APA may be varied only by execution of a written instrument signed by or on behalf of each Party; and

WHEREAS, the Seller

and the Purchaser desire to amend certain provisions of the APA as set forth in this Amendment No. 1, in accordance with Clause 32 of

the APA.

NOW, THEREFORE, in

consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, intending to be legally bound, the Seller and the Purchaser hereby agree as follows.

AGREEMENT

1. DEFINITIONS

Except as otherwise

provided herein or if context otherwise requires, capitalized terms used but not defined in this Amendment No. 1 shall have the respective

meanings ascribed to such terms in the APA.

2. AMENDMENTS TO THE APA

2.1

Definitions

(a) The defined term “Automatic Transfer Employee” in Clause 1.1 of the APA is hereby deleted

in its entirety and replaced by the following:

“Automatic Transfer Employee”

means an Employee whose employment is expected to transfer from a member of the Seller’s Group to a member of the Purchaser’s

Group pursuant to the Regulations on the applicable Transfer Date in the Automatic Transfer Jurisdictions.

(b) The defined term “Offer Employees” in Clause 1.1 of the APA is hereby deleted in its

entirety and replaced by the following:

“Offer Employees”

means those Employees who will transfer from a member of the Seller’s Group to a member of the Purchaser’s Group or an Employer

of Record by offer and acceptance on the applicable Transfer Date.

deleted in its entirety and replaced by the following:

“Pre-Closing Warranty Obligation”

means a contractual or statutory obligation to repair or replace manufacturing defects with respect to any FWA Products delivered prior

to the Closing Date, applicable for assurance-type warranties which do not form separate performance obligations and service-type warranties.

(d) The defined term “Relevant Customer” in Clause 1.1 of the APA is hereby deleted in

its entirety and replaced by the following:

“Relevant Customer”

means each of the customers listed in Appendix 1 to this Amendment No. 1.

(e) The defined term “Transferring Contracts”

in Clause 1.1 of the APA is hereby deleted in its entirety and replaced by the following:

“Transferring

Contracts” means the Customer Contracts and any Purchase Orders.

(f) The following defined terms are hereby inserted at Clause 1.1 of the APA:

“Delayed Transfer

Jurisdiction” means Austria and Belgium.

“Engineering

Activities” has the meaning given to it in Clause 13.12.

“Engineering

Support Payment” has the meaning given to it in Clause 13.12.

“Local Payment

Date” has the meaning given to it in Clause 3.2(a).

“Mandatory

LAPA Jurisdictions” means Finland, United States of America, Greece, India, France and Australia .

“Transfer Date”

means (a) the Closing Date, or (b) 1 November 2026 in respect of the Employees employed in a Delayed Transfer Jurisdiction.

“Transferring

Supplier Agreements” means each of the agreements listed in Appendix 2 to this Amendment No. 1, together with any other

supplier agreement that the Parties may mutually agree in writing to designate as a Transferring Supplier Agreement following Purchaser’s

review and approval of the terms thereof and the applicable assignment, transfer or novation documentation.

(g) The defined term “Dixon Supplier Agreement” in Clause 1.1 of the APA is hereby deleted.

(h) The defined term “Local Transferring Employee” in Clause 1.1 of the APA is hereby deleted

in its entirety. Accordingly, the references to “Local Transferring Employees” within the definitions of “Employee”

and “Local Business” are hereby deleted.

(i) In the definitions of “Assumed Liabilities”, “Excluded Contractual Liabilities”,

“Third-Party Consents” and in Clauses 2.1(a) and 9 and paragraph 3.1 of Schedule 3 (Consent Matters) of the APA, the

phrase “Transferring Contract” is hereby replaced with “Transferring Contracts and Transferring Supplier Agreements”.

2.2

Local Consideration

Clause 3.2 of the APA is hereby deleted in its

entirety and replaced by the following:

(a) The Local Consideration shall be allocated by the Seller among the Seller Parties in accordance with the

Local Consideration Allocation. The Purchaser Party shall make payment to the applicable Seller Party of the Local Consideration in cash

pursuant to the relevant Local Asset Purchase Agreements in India, Saudi Arabia and China within ten (10) Business Days after the Closing

Date (the “Local Payment Date”). Not later than three (3) Business Days prior to the Local Payment Date, the Seller

shall pay, or cause to be paid, to the Purchaser by wire transfer of immediately available funds in Euros an amount in cash equal to such

Local Consideration. No later than the later of (i) three (3) Business Days following receipt of such funds and (ii) the Local Payment

Date, the applicable Purchaser Party shall pay to the applicable Seller Party an amount equal to the Local Consideration in accordance

with the relevant Local Asset Purchase Agreements in India, Saudi Arabia and China. Notwithstanding anything to the contrary in this Agreement,

no Local Asset Purchase Agreement executed and delivered after Closing shall require the payment of any Local Consideration in cash unless

mutually agreed in writing by the Purchaser and Seller. If the Purchaser and Seller mutually agree that a Local Asset Purchase Agreement

executed and delivered after Closing shall provide for Local Consideration to be paid in cash, the Local Consideration pre-funding and

payment mechanics set forth in this Section shall apply to such Local Consideration as though such Local Asset Purchase Agreement had

been expressly identified herein as of the date of this Agreement.

(b) With respect to the option to acquire the FWA Equipment set out in Clause 2.1(d), if and to the

extent such option is exercised, (i) the relevant Purchaser Party shall make payment of the amount required under the Engineering and

Supply Chain Support Services Agreement to the applicable Seller Party in accordance with the terms of the Engineering and Supply Chain

Support Services Agreement and (ii) the Seller shall pay the equivalent amount to the Purchaser within ten (10) Business Days after such

Seller Party receives the relevant payment.

2.3

Business Audit

Clause 8.6 of the APA is hereby deleted in its

entirety and replaced by the following:

The Seller shall, or

shall cause its Affiliates to, engage Deloitte to (a) conduct an audit of the statements of assets acquired and liabilities assumed relating

to the Business as of December 31, 2024 and 2025, the statements of revenues and direct expenses of the Business for the years then ended,

and the applicable footnotes thereto, and (b) perform reviews of the Business’s unaudited statements of assets acquired and liabilities

assumed as of June 30, 2026 and the statements of revenues and direct expenses of the Business for the six (6) months ended June 30, 2026,

and the applicable footnotes thereto,(collectively, the “Business Audit”) and shall deliver the completed Business

Audit to the Purchaser at least five (5) Business Days prior to Closing. The Business Audit shall be prepared in accordance with the Accounting

Principles and rules and regulations of the SEC as applicable to an audit conducted on the basis of the Accounting Principles and relating

to abbreviated financial statements within the meaning of Rule 3-05(e) of Regulation S-X. The Seller shall keep Purchaser reasonably informed

of the status of the Business Audit, and the Purchaser shall provide reasonable assistance and cooperate with the Seller in connection

with the Business Audit.

2.4

Removal of Denmark and Spain from Transaction

The Parties confirm

and agree that Denmark and Spain are no longer within the scope of the Transaction, and, notwithstanding any references to Denmark and

Spain in the APA or any other Transaction Documents (including all exhibits and schedules incorporated therein), including in the definition

of “Non-Automatic Transfer Employees” in Clause 1.1 of the APA, the Asset Distribution Matrix, and Schedule 1 and Schedule

2 of the Trademark Assignment Agreement, all references to Denmark and Spain in the APA and the other Transaction Documents shall be deemed

deleted and of no force or effect.

2.5

Removal of Italy and Malaysia from scope from an employment perspective

The Parties confirm

and agree that any Employees of the Seller in Italy and Malaysia that were intended to transfer, whether as Non-Automatic Transfer Employees,

Offer Employees or otherwise, are no longer within the scope of the Transaction and, notwithstanding any references to Italy and Malaysia

in the APA or any other Transaction Documents (including all exhibits and schedules incorporated therein), to the extent that such provisions

relate to Employees in these specific jurisdictions, the definition of “Non-Automatic Transfer Employees” in Clause 1.1 of

the APA and the Asset Distribution Matrix, and all references to Italy and Malaysia in the APA and the other Transaction Documents, to

the extent that they relate to Employees of the Seller in those jurisdictions, shall be deemed deleted and of no force or effect.

2.6

Inventory

The Parties confirm

and agree that, where the quantum of any Inventory in any specific jurisdiction is less than €10,000 as at the applicable calculation

date, such Inventory shall be disregarded and excluded from the scope of the Transaction and shall therefore remain with the Seller or

the relevant Seller Party (as applicable).

2.7

Employees

(a) Clause 11 (other than Clause 11.6) of the APA is hereby amended so that references to the “Closing

Date” or “Closing” shall be replaced with “the applicable Transfer Date”.

(b) The following is inserted as a new Clause 11.3(c) of the APA:

Notwithstanding Clauses

11.3(a)-(b) and Clause 11.4, with respect to the Employee in Germany:

The Seller shall make a severance payment to such Employee in connection with the termination of such employee’s employment

with the Seller’s Group in accordance with the Seller’s usual practice and waives any right to indemnification from the Purchaser

under Clause 11.12 in respect of such a payment; and

the Seller agrees that the Purchaser shall not be in breach of Clauses 11.3(a)-(b) and / or Clause 11.4 provided

that the Purchaser’s Employer of Record makes an offer of a consultancy engagement to such Employee.

In the event that any of the Open Roles

have not been filled prior to October 31, 2026, pursuant to Schedule 7, the Seller shall pay to the Purchaser a lump sum of $45,000

per Open Role (the sum of all such payments, the “Open Roles Payment Amount”) for the engagement of external recruitment

agents to fill the Open Roles. The Parties acknowledge and agree that five (5) of the Open Roles have been filled as at the Closing Date.

(d) The following is inserted as a new Clause 11.18 of the APA:

Notwithstanding the treatment of Accrued

Holiday Pay as an Adjustment Item provided in this Agreement, the Parties agree that, with respect to the Transferred Employees in Australia,

Austria, Indonesia, the US and Canada (and for part of the Transferred Employees’ Accrued Holiday Pay in Finland), the Seller shall

settle any outstanding Accrued Holiday Pay balance directly with such Transferred Employees in its next available payroll following the

Closing Date. Any Accrued Holiday Pay settled by the Seller pursuant to this Clause 11.18 shall not be treated as an Adjustment

Item and shall be excluded from the calculation set forth in Annex A to Schedule 7.

(e) The following is inserted as a new Clause 11.19 of the APA:

The Parties agree that the number of Employees

expected to transfer to the Purchaser’s Group as set forth in the Asset Distribution Matrix shall be revised as follows: (a) in

Finland, three Non-Automatic Transfer Employees shall enter into tripartite agreements with the relevant member of the Seller’s

Group and the Employer of Record; (b) in Australia, two Offer Employees will receive Written Offers; (c) in China, no Written Offers shall

be made; and (d) to reflect the fact that Employees in some other jurisdictions have not accepted Written Offers and/or have resigned

from their employment by a member of the Seller’s Group prior to Closing. The Parties shall cooperate to update the Asset Distribution

Matrix and any applicable Transaction Documents (including Local Asset Purchase Agreements) to reflect these revised numbers and any other

changes to the number of Employees expected to transfer prior to Closing.

(f) The following is inserted as a new Clause 11.20 of the APA:

Notwithstanding Clause 11.2, the

Parties acknowledge and agree that, with respect to each Non-Automatic Transfer Employee, the Employer of Record shall not be a party

to the applicable tripartite agreement.

(g) The following is inserted as a new Clause 11.21 of the APA:

Notwithstanding Clause 11.3(a)(i),

the Seller or a member of the Seller’s Group shall make:

(a) a statutory termination payment to the Non-Automatic Transfer Employee in Austria in connection with the

termination of such employee’s employment with the Seller’s Group. Such payment shall be borne solely by the Seller and the

Seller waives any right to reimbursement, contribution or indemnification obligation from the Purchaser under Clause 11.12 in respect

of such payment. For the avoidance of doubt, Clauses 11.3(a)(i) and 11.12 shall not apply to such payment; and

(b) a payment to the Non-Automatic Transfer Employees in France in connection with the termination of their

employment with the Seller’s Group, such payment to reflect the portion of the applicable employee’s Time Savings Account

that relates to their period of service with the Seller’s Group.

Any amounts settled by the Seller pursuant

to this Clause 11.21 shall not be treated as an Adjustment Item and shall be excluded from the calculation set forth in Annex A

to Schedule 7.

2.8

Device OS and Cloud Engineering Support Payment.

The following is inserted as a new Clause 13.12

of the APA:

13.12 Device OS and Cloud Engineering Support

Payment

(a) In consideration of the Purchaser’s agreement

to undertake engineering, software development, product management, platform integration and related activities with respect to products

and technologies of the Purchaser (the “Engineering Activities”), the Seller shall pay the Purchaser the amount listed

in Section 13.12 of the Disclosure Letter in cash (the “Engineering Support Payment”) no later than October 15, 2026.

During the period commencing on the Closing Date and ending on the first anniversary of the Closing Date (the “Support Period”),

the Purchaser shall use commercially reasonable efforts to perform the Engineering Activities. Promptly following the end of each calendar

quarter during the Support Period, the Purchaser shall provide the Seller with a written summary describing, at a high level, the Engineering

Activities performed during such quarter. Subject to the last sentence of this Clause 13.12(a), the Seller may acknowledge and

accept the applicable quarterly summary within ten (10) calendar days following receipt thereof; provided, that such acknowledgement

and acceptance shall be solely for the purposes of confirming the Seller’s receipt of the quarterly summary and shall not require

the Seller to review, evaluate, verify or otherwise assess the nature, scope, quality, sufficiency or results of any Engineering Activities.

If the Seller does not object in writing within ten (10) calendar days following receipt of such summary, such quarterly Engineering Activities

shall be deemed accepted. The Engineering Support Payment shall be deemed fully earned each quarter upon expiration of that quarter’s

Support Period (i.e., one quarter of the Support Payment shall be deemed earned on the last day of each quarter in the Support Period).

For the avoidance of doubt and notwithstanding anything to the contrary set forth in this Agreement, the process under this Clause

13.12(a) and any related communications between the Parties in no event serves as a consent, waiver or agreement for the purposes

of Clauses 13.12(b) or Clause 13.12(c) or with respect to any other rights, including relating to Intellectual Property,

of the Seller’s Group.

(b) The Purchaser shall determine the nature, scope, priority, sequencing and manner of performance of the

Engineering Activities in its reasonable discretion. Any Engineering Activities that would require any effort or cooperation by the Seller’s

Group or be intended to support interoperability between (i) the FWA Products or any other products or technologies of the Purchaser and

(ii) products, solutions, platforms or other technologies of the Seller’s Group, including Corteca and related technology ecosystems,

shall be subject to a separate prior written agreement to be entered into in the sole discretion of each of the Parties. Unless otherwise

agreed, the sole obligation of the Purchaser under this Section is to use commercially reasonable efforts to perform the Engineering Activities,

and the Engineering Support Payment shall not be subject to refund, repayment, reduction, withholding, setoff or recoupment, whether before

or after it is deemed earned, and the sole obligation of the Seller is to make the Engineering Support Payment.

Documents or in a separate agreement for or with respect to the Engineering Activities (if any), nothing in this Amendment grants either

Party any ownership interest in, or license to, the other Party’s intellectual property, technology, software or platforms, whether

existing prior to or developed after Closing, including for the purposes of the Engineering Activities.

2.9 Transferring Contracts, Remaining Customers, Transferring Supplier Agreements and Non-Transferring Supplier

Agreements

(a) Clause 14 of the APA is hereby re-titled “Transferring Contracts, Remaining Customers, Transferring

Supplier Agreements and Non-Transferring Supplier Agreements”.

(b) Clause 14.1 of the APA is hereby amended so that reference to “the Effective Time” shall be

replaced with “the Effective Time, or such other time and date as the Parties may agree with respect to any Transferring Contract”.

(as defined in Schedule 5),” shall be deleted and replaced with “As long as the Back-to-Back Principles remain applicable

pursuant to Schedule 5,”.

(d) Clause 14.5 of the APA is hereby deleted in its entirety and replaced by the following:

14.5 Supplier

Agreements

(a) The provisions applicable with respect to the transfer of the Transferring Contracts shall apply mutatis

mutandis with respect to the Transferring Supplier Contracts provided that the transfer, assignment or novation of the

Transferring Supplier Contracts to the Purchaser or the relevant Purchaser Party shall take effect no earlier than the expiry of the Term

(as defined in Schedule 5) and that only the provisions of Schedule 5 applicable with respect to the Supplier Contracts

or the Supplier Transition Arrangements (as defined in Schedule 5) shall continue to apply to the Transferring Supplier Contracts

for the duration of the Term (as defined in Schedule 5).

(b) The Purchaser acknowledges and agrees that none of the provisions of this Clause 14.5 apply to

any of the Supplier Agreements (other than the Transferring Supplier Agreements) (the “Non-Transferring Supplier Agreements”)

and the Purchaser undertakes to be responsible for replacing the arrangements under such Non-Transferring Supplier Agreements as soon

as practicable following Closing. The provisions of Schedule 5 applicable with respect to the Supplier Contracts or the Supplier

Transition Arrangements (as defined in Schedule 5) shall apply to the Non-Transferring Supplier Agreements. The Purchaser acknowledges

that the terms and conditions of the Non-Transferring Supplier Agreements are subject to confidentiality obligations and other restrictions

under applicable laws or regulations, including competition or antitrust laws, that restrict or prohibit their disclosure to the Purchaser

or members of the Purchaser’s Group.

2.10

VAT Payment Obligations

Clause 22.1 of the APA

is amended by inserting the following at the end of the clause:

(a) Upon receipt by the Purchaser of any valid VAT invoice issued by the Seller or an applicable Seller Party

pursuant to this Clause 22 or any Local Asset Purchase Agreement, the amount of VAT shown on such VAT invoice shall constitute an unsecured

payment obligation of the Purchaser to the Seller (each, a “VAT Repayment Obligation”). Each applicable VAT invoice

shall be settled, without duplication, either (1) by the later of (i) five (5) Business Days following delivery of the applicable VAT

invoice and (ii) the due date for the applicable VAT, the Seller shall pay, or cause to be paid to the applicable Governmental Entity

the relevant VAT Repayment Obligation amount and provide reasonable evidence to Purchaser of such payment or (2) to the extent that Purchaser

or any Purchaser Party is required to pay the VAT to the applicable Government Authority under the relevant applicable Law, within two

(2) Business Days following delivery of the applicable VAT invoice, Seller shall pay, or cause to be paid, to Purchaser by wire transfer

of immediately available funds an amount in U.S. Dollars equal to the principal amount of the applicable VAT Repayment Obligation and

Purchaser or the relevant Purchaser Party will pay, or cause to be paid, by the later of (i) five (5) Business Days following delivery

of the applicable VAT invoice and the (ii) due date for the applicable VAT such amount to the applicable Government Authority and will

provide reasonable evidence to Seller of such payment. In accordance with and subject to Clause 22.4 and in accordance with Clause

22.8, the Purchaser shall repay each VAT Repayment Obligation plus interest calculated in accordance with Clause 22.5 (such

interest, “VAT Interest”) in cash on or before the date that is twelve (12) months after the date of the final VAT

invoice (the “VAT Payment Date”) by wire transfer of immediately available funds to an account designated in writing

by the Seller.

The following are inserted as new Clauses

22.4 through 22.8 of the APA:

(b) 22.4 The aggregate amount payable with respect to any VAT Repayment Obligation outstanding on the VAT

Payment Date shall not exceed an amount equal to U.S. $1,000,000 (the “Maximum Repayment Amount”). To the extent that

the aggregate amount otherwise payable by the Purchaser in respect of all VAT Repayment Obligations outstanding on the VAT Payment Date

would exceed the Maximum Repayment Amount, the Purchaser shall have no obligation to pay such excess, and such excess shall be deemed

satisfied for all purposes.

per annum equal to the one-year United States Treasury constant maturity rate (the “1-Year CMT Rate”), as published

by the Board of Governors of the Federal Reserve System (or any successor publication designated by the Federal Reserve) on the most recent

date of publication preceding the date of the VAT invoice (the “Interest Rate”). The Interest Rate applicable to a

VAT Repayment Obligation shall be fixed as of the date of the VAT invoice and shall remain in effect until such VAT Repayment Obligation

has been paid in full. Interest shall be computed on the basis of a 364/366-day year and the actual number of days elapsed and shall accrue

from and including the date of the VAT invoice to but excluding the date on which the applicable VAT Repayment Obligation is paid in full.

If the 1-Year CMT Rate ceases to be published or is otherwise unavailable, the Seller shall, in its reasonable discretion, designate a

substantially comparable successor reference rate, which designation shall be binding on the Purchaser absent manifest error. In no event

shall any interest charged, collected or reserved under this Clause 22 exceed the maximum rate permitted by applicable Law, and

any excess interest paid shall be applied to reduce the unpaid amount of the applicable VAT Repayment Obligation.

(d) 22.7 Nothing in this Clause 22 relieves either Party or any Purchaser Party or Seller Party

of any obligation imposed by applicable Law with respect to the invoicing, payment, administration, remittance or recovery of VAT.

(e) 22.8 If the Purchaser, any Purchaser Party or the representative member of any group of which a Purchaser

Party is a member for VAT purposes is or becomes entitled to claim any repayment, credit or refund in respect of VAT arising under this

Agreement or any Local Asset Purchase Agreement (a “VAT Refund”), the Purchaser shall, and shall cause each applicable

Purchaser Party or representative member to, take all actions necessary or appropriate, at the Purchaser’s sole cost, to recover

or obtain such VAT Refund in cash, including responding to any queries and providing any information, documents or clarifications requested

by the relevant Tax Authority. The Purchaser shall use commercially reasonable efforts to recover or obtain each VAT Refund by no later

than the earlier of (a) six (6) months after receipt of the applicable valid VAT invoice and (b) the applicable deadline under applicable

Law. Within five (5) Business Days after receipt of a VAT Refund, the Purchaser shall pay, or cause to be paid, an amount equal to such

VAT Refund, including (i) any interest or repayment supplement received from a Tax Authority in connection therewith, to the Seller and

(ii) any VAT Interest. Where a VAT Refund takes the form of a credit against output VAT, such VAT Refund shall be treated as received

when the relevant VAT return claiming such credit is submitted to the relevant Tax Authority. The Purchaser shall, and shall cause each

applicable Purchaser Party to, keep the Seller reasonably informed of all material correspondence, meetings and discussions with a Tax

Authority relating to a VAT Refund and provide the Seller with copies of all material written correspondence relating thereto. The Purchaser

shall, and shall cause each applicable Purchaser Party to, retain all material records and supporting documentation relating specifically

to a VAT Refund for the applicable statutory retention period and, upon reasonable written notice, provide the Seller and its duly authorized

representatives with reasonable access to such records and documentation, including the right to make copies, for purposes of verifying

compliance with this Clause 22.8.

2.11

Local Asset Purchase Agreements

(a) Paragraph 1.2(f) of Schedule 1 of the APA is hereby deleted in its entirety and replaced by the following:

(f) the duly executed

Local Asset Purchase Agreements for the Mandatory LAPA Jurisdictions signed by the relevant Seller Party;

(b) Paragraph 2.2(c)(v) of Schedule 1 of the APA is hereby deleted in its entirety and replaced by the following:

(v) the duly executed Local Asset Purchase

Agreements for the Mandatory LAPA Jurisdictions signed by the relevant Purchaser Party;

2.12

Amendment of Schedule 4 (Excluded Assets)

Paragraph 3 of Schedule

4 of the APA is hereby amended so that references to the “Dixon Supplier Agreement” shall be replaced with “Transferring

Supplier Agreements”.

2.13

Deletion and Restatement of Schedule 5 (Back-to-Back Arrangements)

The Parties confirm

and agree that Schedule 5 (Back-to-Back Arrangements) to the APA is deleted in its entirety and shall be of no further force or

effect, and it shall be replaced with Schedule 5 (Back-to-Back Arrangements and Supplier Transition Arrangements), attached as

Appendix 3 to this Amendment No. 1, which schedule shall supersede and restate in its entirety the original Schedule 5 (Back-to-Back

Arrangements) to the APA.

2.14

Quarterly Engineering Transition Support Payment

Paragraph 1.1 of Schedule 6 of the APA

is hereby deleted in its entirety and replaced by the following:

1.1 With

respect to the first Quarterly Period immediately following Closing (the “First Quarterly Period”), no later than the

date that is fourteen (14) days following Closing, the Seller shall pay to the Purchaser the amount listed in Part 1.1 of Schedule

6 of the Disclosure Letter (the “First Quarterly Engineering Transition Support Payment”). With respect to each

of the subsequent three (3) Quarterly Periods immediately following the First Quarterly Period, no later than the date that is ten (10)

Business Days prior to the first day of each such Quarterly Periods, the Seller shall pay to the Purchaser the amount listed in Part

1.1 of Schedule 6 of the Disclosure Letter (together with the First Quarterly Engineering Transition Support Payment, each,

the “Quarterly Engineering Transition Support Payment”).

2.15

Deletion and Restatement of Schedule 10 (Asset Distribution Matrix)

The Parties confirm

and agree that Schedule 10 (Asset Distribution Matrix) to the APA is deleted in its entirety and shall be of no further force or

effect, and it shall be replaced with Schedule 10 (Asset Distribution Matrix), attached as Appendix 4 to this Amendment

No. 1, which schedule shall supersede and restate in its entirety the original Schedule 10 (Asset Distribution Matrix) to the APA.

3. NO OTHER CHANGE

Except as expressly

amended hereby, the Agreement is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall not

be affected hereby and shall continue in full force and effect.

4. AUTHORITY RELATIVE TO AMENDMENT

Each Party hereto

represents and warrants that it has all requisite company or corporate power and authority to execute and deliver this Amendment No. 1.

This Amendment No. 1 constitutes, assuming due authorization, execution, and delivery by the other Parties hereto, a legal, valid, and

binding obligation of such Party, enforceable against such Party in accordance with its terms.

5. EFFECTIVENESS

5.1 Clause 2.3 of this Amendment No. 1 shall become effective retroactively as of April 30, 2026, and

Clause 8.6 of the APA, as modified by this Amendment No. 1, shall apply onward from April 30, 2026.

5.2 Except as provided under Clause 5.1, all the other provisions of this Amendment No. 1 shall be

effective as of the date of this Amendment No. 1. Except to the extent specifically amended hereby, all of the terms of the APA shall

remain unchanged and in full force and effect, and, to the extent applicable, such terms shall apply to this Amendment No. 1 as if it

formed a part of the APA.

6. REFERENCES TO THE APA

After giving effect

to this Amendment No. 1, each reference in the APA to “this Agreement”, “hereof”, “hereunder” or words

of like import referring to the APA shall refer to the APA as amended by this Amendment No. 1. All references in the APA to “the

date hereof” or “the date of this Agreement” shall refer to April 30, 2026.

7. ENTIRE AGREEMENT

This Amendment No.

1, the APA (including the Exhibits thereto) and the Ancillary Documents constitute the entire agreement between the Parties with respect

to the subject matter hereof and supersede all prior and contemporaneous agreements and undertakings, both written and oral, between the

Parties, or any of them, with respect to the subject matter hereof and thereof.

8. OTHER PROVISIONS

The provisions of

Clauses 27 (Assignment), 28 (Notices), 29 (Invalidity), 32 (Variation), 33 (Language), 34 (No Waiver),

35 (Third-Party Beneficiaries), 36 (Counterparts), 38 (Governing Law and Submission to Jurisdiction), 39 (Limitation

of Liability), 40 (Specific Performance), and 41 (Cumulative Remedies) of the APA shall, to the extent not already set forth

in this Amendment No. 1, apply mutatis mutandis to this Amendment No. 1.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF,

the Seller and the Purchaser have caused this Amendment No. 1 to be duly executed as of the date first above written.

NOKIA SOLUTIONS AND NETWORKS OY

By:

/s/ Iida Keihaskoski

Name: Iida Keihaskoski

Title: Authorized Signatory

By:

/s/ Pasi Virtanen

Name: Pasi Virtanen

Title: Authorized Signatory

INSEEGO CORP.

By:

/s/ Steven Gatoff

Name: Steven Gatoff

Title: Chief Financial Officer

Appendix 1

Relevant

Customers

[***]

Appendix 2

Transferring

Supplier Agreements

[***]

Appendix 3

Schedule

5 BACK-TO-BACK ARRANGEMENTS

[***]

Appendix 4

Schedule

10 Asset distribution Matrix

[***]

EX-4.1 — COMMON STOCK PURCHASE WARRANT

EX-4.1

Filename: inseego_ex0401.htm · Sequence: 3

Exhibit 4.1

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH

THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE

IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,

ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO

AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE

WITH APPLICABLE STATE SECURITIES LAWS, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES

ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON STOCK PURCHASE WARRANT

INSEEGO CORP.

Warrant Shares: 521,139

Initial Exercise Date: October 1, 2026

Issue Date: October

1, 2026

THIS COMMON STOCK PURCHASE WARRANT

(the “Warrant”) certifies that, for value received, Nokia Solutions and Networks Oy or its assigns (the “Holder”)

is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

October 1, 2026 (the “Initial Exercise Date”) and on or prior to 6:30 p.m., New York City time, on October 1,

2030 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Inseego Corp., a Delaware

corporation (the “Company”), up to 521,139 shares (as adjusted from time to time as provided in Section 2) of

common stock, par value $0.001 per share, of the Company (the “Common Stock”) (each such share, a “Warrant

Share” and all such shares, the “Warrant Shares”). The purchase price of one share of Common Stock

under this Warrant shall be equal to the Exercise Price (as defined in Section 1(b)). Except as otherwise defined herein, capitalized

terms used in this Warrant shall have the meanings set forth in Section 5.

Section 1

Exercise.

(a)

Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part (but not

as to fractional shares), at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery

to the Company (or such other office or agency that the Company may designate by notice to the registered Holder at the address of the

Holder appearing on the books of the Company) of an appropriately completed and duly executed Notice of Exercise in the form annexed hereto

as Annex I (the “Notice of Exercise”) and the aggregate Exercise Price for the Warrant Shares specified

in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank. No ink-original Notice of

Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form

be required.

(b)

Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $4.26, subject to adjustment hereunder

(the “Exercise Price”).

(c)

Mechanics of Exercise.

(i)

Delivery of Warrant Shares Upon Exercise.

(1)

Warrant Shares purchased hereunder shall be promptly transmitted by the Transfer Agent to the Holder following receipt of the Notice

of Exercise and payment of the aggregate Exercise Price by crediting the account of the Holder’s or its designee’s balance

account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system if the Company is then a participant in

such system and either (A) there is an effective registration statement permitting the resale of the Warrant Shares by the Holder or (B)

the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise

by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for

the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice

of Exercise.

(2)

Upon delivery of the Notice of Exercise, the Holder shall be deemed for

all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised,

irrespective of the date of delivery of the Warrant Shares; provided, however, that if payment of the Exercise Price, if

applicable, is not received by the Company with such Notice of Exercise, the Holder shall be deemed to have become the holder of record

of the Warrant Shares specified in such Notice of Exercise one (1) Trading Day following the Company’s receipt of the Exercise Price

therefor.

(ii)

Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request

of a Holder and upon surrender of this Warrant, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing

the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects

be identical with this Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender

this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised

in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two (2) Trading Days of the date

the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the

total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable

hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing

the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise

within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and

agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number

of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

(iii)

Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant

to Section 1(c)(i) within two (2) Trading Days following receipt of the Notice of Exercise and aggregate Exercise Price, if applicable,

then the Holder will have the right to rescind such exercise.

(iv)

No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise

of this Warrant.

(v)

Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer

tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the

Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder;

provided, however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant,

when surrendered for exercise, shall be accompanied by the Assignment Form attached hereto as Annex II (the “Assignment

Form”), duly executed by the Holder, and the Company may require, as a condition thereto, the payment of a sum sufficient

to reimburse it for any transfer tax incidental thereto. For the avoidance of doubt, the Company shall not be responsible for any tax

which may be payable in respect of any transfers involved in the registration of any book entry or certificates for Warrant Shares or

Warrants in a name other than that of the Holder.

(vi)

Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise

of this Warrant, pursuant to the terms hereof.

(d)

Holder’s Exercise Limitations.

(i) The Holder shall not have

the right to exercise any portion of this Warrant, pursuant to this Section 2 or otherwise, to the extent that after giving effect

to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates,

and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution

Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of

the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Attribution Parties shall include

the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but

shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion

of this Warrant beneficially owned by the Holder or any of its Attribution Parties, and (B) exercise or conversion of the unexercised

or unconverted portion of any other securities of the Company (including any preferred stock) beneficially owned by the Holder or any

of its Attribution Parties that, in the case of both (A) and (B), are subject to a limitation on conversion or exercise similar to

the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 2(d)(i), beneficial

ownership and determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of

the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated

thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance

with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance

therewith. To the extent that the limitation contained in this Section 2(d)(i) applies, the determination of whether this Warrant

is exercisable (in relation to other securities owned by the Holder together with any Attribution Parties) and of which portion of this

Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be

the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together

with any Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation,

and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section 2(d)(i),

in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of shares of outstanding Common Stock

as reflected in (1) the Company’s most recent periodic or annual report filed with the Securities Exchange Commission, as the

case may be, (2) a more recent public announcement by the Company or (3) a more recent notice by the Company or the Transfer

Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall

within three (3) Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding.

In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of

securities of the Company, including this Warrant, by the Holder or its Attribution Parties since the date as of which such number of

outstanding shares of Common Stock was reported. This provision shall not restrict the number of shares of Common Stock which a Holder

may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in

the event of a Fundamental Transaction (as defined below) as contemplated in this Warrant.

(i) The “Beneficial

Ownership Limitation” shall initially be 19.9% of the number of shares of the Common Stock outstanding immediately

after giving effect to the issuance of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may

increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(d) to any percentage specified in such notice.

Any increase or decrease in the Beneficial Ownership Limitation will not be effective until the (sixty-first) 61st day after such notice

is delivered to the Company. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Section 2

Certain Adjustments.

(a)

Voluntary Adjustment by the Company. The Company may, at any time, with the prior written consent of the Holder, reduce

the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.

(b)

Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or

otherwise makes a Distribution (as defined below) on its Common Stock or any other equity or equity equivalent securities payable in Common

Stock (which, for the avoidance of doubt, shall not include any Common Stock issued by the Company upon exercise of this Warrant), (ii)

subdivides outstanding Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding

Common Stock into a smaller number of shares or (iv) issues by reclassification of Common Stock any shares of capital stock of the Company,

then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common

Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of

shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall

be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant

to this Section 2(b) shall become effective immediately after the record date for the determination of stockholders entitled to receive

such dividend or Distribution and shall become effective immediately after the effective date in the case of a subdivision, combination

or re-classification; provided that if such record date is fixed and such dividend is not fully paid or such Distribution is not fully

made on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date and

thereafter such Exercise Price shall be adjusted pursuant to this Section 2(b) to reflect the actual payment of such dividends or Distributions.

(c)

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 2(a) and Section 2(b) above, if at any time

the Company grants, issues or sells any rights to purchase stock, warrants, securities or other property pro rata to the record holders

of any class of Common Stock (the “Purchase Rights”), then such Purchase Rights shall be held in abeyance for

the Holder until the Holder exercises this Warrant in full and, upon the exercise of the Warrant in full, the Holder shall be entitled

to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the

Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations

on exercise hereof, including, without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record

is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders

of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights; provided, however, to the extent that

the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation,

then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Common Stock

as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until

such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation. When such a Purchase

Right is granted, issued or sold, the Company shall promptly notify the Holder of such event and of the Purchase Rights that such Holder

is entitled to receive upon exercise of the Warrant.

(d)

Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend

or other distribution of its assets (or rights to acquire its assets) to holders of its Common Stock, by way of return of capital or otherwise

(including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off,

reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),

then, in each such case, the Board of Directors of the Company shall set aside the amount of such dividend or Distribution that the Holder

would have participated in if the Holder had held the number of shares of Common

Stock acquirable upon complete exercise of this Warrant in full (without regard to any limitations on exercise hereof, including,

without limitation, the Beneficial Ownership Limitation) immediately before the

date of which a record is taken for such dividend or Distribution, or, if no such record is taken, the date as of which the record holders

of Common Stock are to be determined for the participation in such dividend or Distribution, and upon the exercise of the Warrant,

the Holder shall be entitled to receive such dividend or Distribution provided, however, to the extent that the Holder’s

right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder

shall not be entitled to participate in such Distribution to such extent (or beneficial ownership of such Common Stock as a result of

such Distribution to such extent) and such Distribution to such extent shall be held in abeyance for the Holder until such time, if ever,

as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation. When such a dividend or Distribution

is made, the Company shall promptly notify the Holder of such event and of the dividend or other Distribution that such Holder is entitled

to receive upon exercise of the Warrant.

(e)

Treatment Upon a Fundamental Transaction.

(i)

Upon consummation of any Fundamental Transaction at any time while this Warrant remains outstanding, this Warrant shall be automatically

converted into the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the

occurrence of such Fundamental Transaction (without regard to any limitations on exercise hereof, including, without limitation, the Beneficial

Ownership Limitation), the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence

of such Fundamental Transaction if the Holder had been, immediately prior to such Fundamental Transaction, the holder of one share of

Common Stock (the “Alternate Consideration”), net of the Exercise Price in effect immediately prior to the occurrence

of such Fundamental Transaction. If the holders of Common Stock are given any choice as to the securities, cash or property to be received

in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise

of this Warrant following such Fundamental Transaction.

(ii)

“Fundamental Transaction” means any of the following occurring after the Issue Date: (A) completion of

any tender offer or exchange offer (whether by the Company or another Person) pursuant to which holders of Common Stock are permitted

to tender or exchange their shares for other securities, cash or property; (B) a

merger or consolidation of the Company or a sale of all or substantially all of the assets of the Company in one or a series of related

transactions; (C) a recapitalization, reorganization or other transaction involving the Company; (D) consummation of a “Rule

13e-3 transaction” as defined in Rule 13e-3 under the Exchange Act with respect to the Company; or (E) the acquisition by any “person”

(together with his, her or its Affiliates) or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act),

directly or indirectly, of the beneficial ownership (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) of outstanding

shares of capital stock and/or other equity securities of the Company, in a single transaction or series of related transactions (including,

without limitation, one or more tender offers or exchange offers), representing more than fifty percent (50%) of the voting power of,

or economic interests in, the then outstanding shares of capital stock of the Company.

(f)

Calculations. All calculations under this Section 2 shall be made to the nearest cent or the nearest 1/100th of a share,

as the case may be. For purposes of this Section 2, the number of shares of Common Stock deemed to be issued and outstanding as of a given

date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

(g)

Notice to Holder of Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this

Section 2, the Company shall promptly deliver to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting

adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

Section 3

Transfer of Warrant.

(a)

Subject to the Holder’s appropriate compliance with the restrictive legend on this Warrant and the transfer restrictions

set forth herein, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in

whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with an Assignment

Form duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such

transfer; provided, however, that no Warrants for fractional Warrants shall be transferred. Upon such surrender and, if

required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable,

and in the denomination or denominations specified in such Assignment Form and shall issue to the assignor a new Warrant evidencing the

portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary,

the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full,

in which case, the Holder shall surrender this Warrant to the Company within two (2) Trading Days of the date the Holder delivers an Assignment

Form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new

holder for the purchase of Warrant Shares without having a new Warrant issued.

(b)

New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office

of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by

the Holder or its agent or attorney. Subject to compliance with Section 3(a), as to any transfer which may be involved in such division

or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided

or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Issue Date and shall be identical

with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

(c)

Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose,

in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the

absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual

notice to the contrary.

(d)

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant

and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to

or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities

law, except pursuant to sales registered or exempted under the Securities Act.

Section 4

Miscellaneous.

(a)

No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other

rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 1(c)(i), except as expressly set forth in

Section 2.

(b)

Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably

satisfactory to it of the loss, theft, destruction or mutilation of this Warrant and security reasonably satisfactory to it (which shall

not include the posting of any bond), and upon surrender and cancellation of such Warrant, if mutilated, the Company will make and deliver

a new Warrant of like tenor and dated as of such cancellation, in lieu of such Warrant.

(c)

Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right

required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding

Business Day.

(d)

Authorized Shares.

(i)

The Company covenants that (A) during the period the Warrant is outstanding it will reserve from its authorized and unissued shares

of Common Stock a sufficient number of shares of Common Stock to provide for the issuance of the Warrant Shares upon the exercise of this

Warrant; and (B) the Company will take commercially reasonable steps to assure that such Warrant Shares may be issued as provided herein

without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be

listed. The Company’s officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of this Warrant

are fully authorized to do so. All Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant

will, upon exercise of this Warrant and payment of the Exercise Price for such Warrant Shares in accordance herewith, be duly authorized,

validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue

thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

(ii)

Except and to the extent as waived or consented to by the Holder, the

Company shall not by any action, including, without limitation, amending its Certificate of Incorporation or through any recapitalization,

reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid

or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the

carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder

as set forth in this Warrant against impairment.

(e)

Governing Law; Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed by and construed in accordance with the

laws of the State of Delaware without regard to principles of conflict of laws. Any suit, action or other proceeding arising out of or

relating to this Warrant shall be brought exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that

such court does not have subject matter jurisdiction over such action, the United States District Court for the District of Delaware and

each of the parties hereto hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action or other

proceeding. Each party agrees to commence any action, suit or proceeding relating thereto in the Delaware Chancery Court. Service of process

in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as

are specified for the giving of notices under this Warrant. Each of the parties hereto irrevocably consents to the jurisdiction of any

such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection

to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit,

action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT

TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY

AS TO THIS WAIVER.

(f)

Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered,

may have restrictions upon resale imposed by state and federal securities laws.

(g)

Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder

shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact

that all rights hereunder terminate on the Termination Date. If the Company willfully

and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall

pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’

fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing

any of its rights, powers or remedies hereunder.

(h)

Notices. All notices and other communications under this Warrant must be in writing and are deemed duly delivered when (i)

if delivered personally or by nationally recognized overnight courier service (costs prepaid), upon delivery (ii) if sent by electronic

mail, upon transmission, or (iii) if sent by mail, upon the earlier of (A) receipt or rejection by the addressee and (B) three (3)

days after mailing by United States of America certified or registered mail, postage prepaid and with return receipt requested, in each

case to the following addresses and marked to the attention of the individual (by name or title) designated below (or to such other address,

email address or individual as a party may designate by notice to the other parties):

If to the Company:

Inseego Corp.

9605 Scranton Road,

Ste 300

San Diego, CA 92121

Attention: Steven

Gatoff and Frances Wong

E-Mail: [***]

With a copy (which

will not constitute notice) to:

Greenberg Traurig, LLP

One Vanderbilt Ave.

New York, NY 10017

Attention: Jason Simon and Michael Helsel

E-mail: Jason.simon@gtlaw.com and helselm@gtlaw.com

If to the Holder:

Nokia Solutions and Networks Oy

Karakaari 7A

FI-02610 Espoo

Finland

Attention: Crispin Vicars and Pasi T. Virtanen

E-mail: [***]

With a copy (which

will not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom (UK) LLP

22 Bishopsgate

London

EC2N 4BQ

United Kingdom

Attention: Dennis Klimentchenko and Sarah Knapp

E-mail: Denis.Klimentchenko@skadden.com and Sarah.Knapp@skadden.com

(i)

Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages,

will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate

compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to

assert the defense in any action for specific performance that a remedy at law would be adequate.

(j)

Successors and Assigns. Subject to applicable securities laws and the restrictions on transfer described herein, this Warrant

and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns

of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of

any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

(k)

Amendment. This Warrant may be modified, amended or the provisions hereof waived with the written consent of the Company

and the holders of a majority of the Warrant Shares underlying the then-outstanding Warrants (disregarding for this purpose any and all

limitations of any kind on exercise of the Warrants). Any amendment effected in accordance with the foregoing shall be binding on all

Warrants and Holders thereof.

(l)

Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and

valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision

shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining

provisions of this Warrant.

(m)

Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be

deemed a part of this Warrant.

Section 5

Certain Definitions. For purposes of this Warrant, the following terms shall have the following meanings:

(a)

“Affiliate” means, with respect to any Person, any other Person which directly or indirectly through

one or more intermediaries Controls, is controlled by, or is under common Control with, such Person, as such terms are used in and construed

under Rule 405 promulgated under the Securities Act.

(b)

“Business Day” means a day, other than a Saturday or Sunday, on which banks in New York City are open

for the general transaction of business.

(c)

“Control” (including the terms “controlling”, “controlled by” or “under

common Control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management

and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

(d)

“NASDAQ” means The Nasdaq Stock Market.

(e)

“Person” means an individual, corporation, partnership,

limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated

organization, governmental authority or any other form of entity not specifically listed herein.

(f)

“Trading Day” means a day on which NASDAQ is

open for trading.

(g)

“Trading Market” means whichever of the New

York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market or the OTC

Bulletin Board on which the Common Stock is listed or quoted for trading on the date in question.

(h)

“Transfer Agent” means the transfer agent for

the Common Stock.

[Signature Page to Follow]

IN WITNESS WHEREOF, the Company

has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

INSEEGO CORP.

By: /s/ Steven Gatoff

Name: Steven Gatoff

Title: Chief Financial Officer

AGREED AND ACCEPTED BY

NOKIA

SOLUTIONS AND NETWORKS OY

By:

/s/ Iida Keihaskoski

Name: Iida Keihaskoski

Title: Authorized Signatory

By:

/s/ Pasi Virtanen

Name: Pasi Virtanen

Title: Authorized Signatory

ANNEX I

NOTICE OF EXERCISE

TO: INSEEGO CORP.

(1) The undersigned hereby

elects to purchase [●] Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full) and

tenders herewith payment of the Exercise Price in full, together with all applicable transfer taxes, if any.

(2) The Holder intends that

payment of the aggregate Exercise Price shall be made pursuant to Section 1(b) with respect to [●] Warrant Shares for an aggregate

Exercise Price of $[●] (equal to $[●] per Warrant Share).

(3) Please issue said Warrant

Shares in the name of the undersigned or in such other name as is specified below.

(4) The Warrant Shares shall

be delivered to the following DWAC Account Number: [●].

(5) The undersigned is an

“accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

Name of Investing Entity:

By:

[Signature of Authorized Signatory of Investing Entity]

Name of Authorized Signatory:

Title of Authorized Signatory:

Date:

ANNEX II

ASSIGNMENT FORM

(To assign the foregoing

Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and

all rights evidenced thereby are hereby assigned to

Name (Please Print):

Address (Please Print):

Phone Number:

Email Address:

Dated:

Holder’s Signature:

Holder’s Address:

EX-4.2 — COMMON STOCK PURCHASE WARRANT

EX-4.2

Filename: inseego_ex0402.htm · Sequence: 4

Exhibit 4.2

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH

THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE

IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,

ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO

AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE

WITH APPLICABLE STATE SECURITIES LAWS, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES

ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON STOCK PURCHASE WARRANT

INSEEGO CORP.

Warrant Shares: 260,569

Initial Exercise Date: October 1, 2026

Issue Date: October

1, 2026

THIS COMMON STOCK PURCHASE

WARRANT (the “Warrant”) certifies that, for value received, Nokia Solutions and Networks Oy or its assigns

(the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter

set forth, at any time on or after October 1, 2026 (the “Initial Exercise Date”) and on or prior to 6:30 p.m.,

New York City time, on October 1, 2030 (the “Termination Date”), but not thereafter, to subscribe for and purchase

from Inseego Corp., a Delaware corporation (the “Company”), up to 260,569 shares (as adjusted from time to

time as provided in Section 2) of common stock, par value $0.001 per share, of the Company (the “Common Stock”)

(each such share, a “Warrant Share” and all such shares, the “Warrant Shares”). The

purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price (as defined in Section 1(b)). Except

as otherwise defined herein, capitalized terms used in this Warrant shall have the meanings set forth in Section 5.

Section 1

Exercise.

(a)

Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part (but not

as to fractional shares), at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery

to the Company (or such other office or agency that the Company may designate by notice to the registered Holder at the address of the

Holder appearing on the books of the Company) of an appropriately completed and duly executed Notice of Exercise in the form annexed hereto

as Annex I (the “Notice of Exercise”) and the aggregate Exercise Price for the Warrant Shares specified

in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank. No ink-original Notice of

Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form

be required.

(b)

Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $4.26, subject to adjustment hereunder

(the “Exercise Price”).

(c) Cashless Exercise. Notwithstanding anything contained herein to the contrary, the Holder may, in its sole discretion, exercise

this Warrant, in whole or in part, by means of a “Cashless Exercise” in which the Holder shall be entitled to

receive a number of Warrant Shares equal to the quotient obtained by dividing ((A-B) (X)) by (A), where:

“A” equals (i) the VWAP

on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed

and delivered pursuant to Section 1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section

1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS

promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading

Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading

Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s execution of the applicable

Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered

within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day)

pursuant to Section 1(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise

is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 1(a) hereof after the close of “regular

trading hours” on such Trading Day;

“B” equals the Exercise

Price of this Warrant, as adjusted hereunder;

“X” the number of Warrant

Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means

of a cash exercise rather than a Cashless Exercise.

For purposes of Rule 144 promulgated under the Securities

Act, it is intended, understood and acknowledged that the Warrant Shares issued in a “cashless exercise” transaction shall

be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the

Issue Date (provided that the Securities and Exchange Commission continues to take the position that such treatment is proper at the time

of such exercise). Except as set forth in Section 4(h), in no event will the exercise of this Warrant be settled in cash.

“Bid Price”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or

quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading

Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City

time) to 4:00 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common

Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted

for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization

or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d)

in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith

by the Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

“VWAP” means,

for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted

on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the

Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New

York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price

of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then

listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in The Pink Open Market (or a similar

organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported

thereon, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected

in good faith by the Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.