Exhibit 2.1

DATED APRIL 30, 2026

ASSET PURCHASE AGREEMENT

relating to the fixed wireless access business between

NOKIA SOLUTIONS AND NETWORKS OY

and

INSEEGO CORP.

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.

CONTENTS

Page

THIS AGREEMENT is made on April 30, 2026

BETWEEN:

and

WHEREAS:

NOW, THEREFORE, in consideration of the mutual agreements, covenants and other premises set forth herein, the mutual benefits to be gained by the performance thereof, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, the Parties hereby agree as follows:

IT IS AGREED:

“Accounting Principles” means the accounting principles, policies, bases, conventions, rules and practices set out in the IFRS as applied by the Seller’s Group from time to time in preparing and presenting its audited consolidated financial statements.

“Accrued Bonus” means the Transferred Employees’ accrued bonus entitlement under any bonus plans operated by the Seller’s Group, including, without limitation, retention bonuses, success bonuses, and special incentive success bonuses that relate to the period from the start of the then-current bonus period under any such bonus plan(s) to the Closing Date.

“Accrued Holiday Pay” means the Transferred Employees’ accrued but unused holiday entitlement that relates to the period prior to the Closing Date.

“Accrued Liabilities” means the accrued liabilities in respect of the Employees located in Belgium pursuant to the Belgian Pension Plans for their period of service with the Seller’s Group prior to Closing as determined in accordance with the IFRS or the Seller’s accounting policies.

“Accrued Receivables” means an asset representing revenue earned for services provided or goods delivered but not yet billed or received in cash.

“Action” has the meaning given to it in Clause 5.20(a).

“Additional Supplier Agreements” means the supplier agreements for the FWA Products and/or related services listed in Part 1 of Section 1.1 of the Disclosure Letter, as the same may be updated by the Seller before Closing with the Purchaser’s written consent (such consent not to be unreasonably withheld, delayed or conditioned).

“Adjustment Items” means those items set out in Annex A, including Accrued Receivables, Advanced Payments, Deferred Revenue, Accrued Holiday Pay, Pre-Closing Warranty Provision and Pensions Liability.

“Adjustment Period” has the meaning given to it in paragraph 4.5 of Schedule 6.

“Advanced Payments” means a liability representing cash received from customers in advance of the delivery of goods or provision of services.

“Affiliate” of any person means another person that directly or indirectly through one of more intermediaries Controls, is Controlled by or is under common Control with, such first person.

“Announcements” means (i) the announcement and (ii) the Current Report on Form 8-K (including any exhibits) filed (or furnished, as applicable) by the Purchaser with the SEC pursuant to the Exchange Act, each as agreed by the Parties relating to the subject matter of this Agreement.

“Anti-Corruption Laws” has the meaning given to it in Clause 5.19(a).

“Anti-Money Laundering Laws” means any Laws relating to money laundering, terrorism financing, or the proceeds of criminal activity.

“Asset Distribution Matrix” means the spreadsheet set out in Schedule 10, as the same may be updated by the Seller before Closing with the Purchaser’s written consent (such consent not to be unreasonably withheld, delayed or conditioned).

“Assets” has the meaning given to it in Clause 2.1.

“Assigned Intellectual Property” means (i) Assigned Software and Information listed in Schedule 1 of the IP Transfer and License Agreement (including intellectual property rights (other than Patents, trademarks and domain names) therein specific to such Assigned Software and Information); and (ii) other intellectual property rights (excluding Patents, trademarks, domain names, Software, Information and intellectual property rights in such Software and Information) exclusively used in and/or exclusively dedicated  to, the FWA Products immediately prior to the Closing Date; in each case (i) and (ii) which are owned or purported to be owned by Seller or a member of the Seller’s Group immediately prior to the Closing Date. For the avoidance of doubt, Assigned Intellectual Property does not include any rights with respect to any Patents, trademarks and domain names.

“Assigned Patents” has the meaning given to it in the Patent Assignment Agreement.

“Assigned Software” means the software programs listed in Schedule 1 of the IP Transfer and License Agreement.

“Assigned Trademark” has the meaning given to it in the Trademark Assignment Agreement.

“Associated Person” means in relation to a company, a person (including an employee, agent or Affiliate) who performs or has performed services for or on that company’s behalf.

“Assumed Liabilities” means: (a) the obligations of the Seller or any Seller Party required to be performed after the Closing with respect to or in relation to the Business and the Assets (including pursuant to the Transferring Contracts) but only to the extent such obligations (i) do not arise from any breach, default or failure to perform by the Seller or any Seller Party prior to the Closing and (ii) are not subject to any Action as of the Effective Time; (b) the Off-Book Liabilities; (c) any Liability for Taxes imposed on or with respect to the Assets attributable to any taxable period (or portion thereof) beginning after the Closing Date and, in the case of any Straddle Period, only to the extent attributable to the portion of such Straddle Period beginning on the Closing Date, in each case as determined in accordance with Clause 24 (Straddle Period); (d) Transfer Taxes for which the Purchaser is liable under Clause 20.1; (e) any employee-related liabilities and obligations expressly assumed by the Purchaser under Clause 11; and (f) the Pre-Closing Warranty Obligations, in each case, excluding the Excluded Liabilities.

“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 Closing Date in the Automatic Transfer Jurisdictions.

“Automatic Transfer Jurisdiction” means Belgium, the Netherlands and Greece.

“B2B FWA Products” has the meaning given to it in Clause 13.3(d).

“Back-to-Back Arrangements” has the meaning given to it in Schedule 5.

“Basket” has the meaning given to it in Clause 7.3(a).

“Belgian Pension Plans” means the Nokia Bell Pensioenfonds OFP and AXA DC Plan Interest Guarantee.

“Books and Records” means the records and information exclusively used in the Business and maintained in the ordinary course of business by the Seller’s Group as set out in Schedule 8 (and excluding any Tax or VAT records of the Seller’s Group), as the same may be updated by the Seller before Closing with the Purchaser’s written consent (such consent not to be unreasonably withheld, delayed or conditioned).

“Branded Products” has the meaning given to it in Clause 13.3(c).

“Business” means the Core Business excluding the Local Business.

“Business Audit” has the meaning given to it in Clause 8.6.

“Business Data” means all business information and data that is Processed in the conduct of the Core Business.

“Business Day” means a day (other than a Saturday or Sunday or a public holiday) when commercial banks are open for ordinary banking business in San Diego, California, New York, New York or Helsinki, Finland.

“Business IT Systems” means all Information Systems (including any Information Systems managed by third parties) that are used in the Core Business.

“Cap” has the meaning given to it in Clause 7.3(a).

“Capitalization Date” has the meaning given to it in Clause 6.12.

“Care Contracts” means certain contracts between the Seller’s Group and Relevant Customers and Remaining Customers to provide long term services and care for products sold by the Seller’s Group, including FWA Products.

“Carve-Out Financial Information” means the unaudited financial information relating to the Business and the Local Business (including any notes thereon) as at March 31, 2026 (the “Carve-Out Financials Date”) set forth on Schedule 9, prepared in a manner consistent with the Accounting Principles applicable to the items set out therein, except as otherwise set forth on Schedule 9.

“Cash” means all cash in hand and at bank whether or not in respect of the Business, including all of the Seller’s and each Seller Party’s rights or interest in the bank accounts of the Business.

“Cellular Radio Access” means embedded cellular radio technology based on 3GPP standards (4G or 5G) at Closing, enabling connectivity to a mobile radio access network for the provision of broadband internet access.

“Chosen Courts” has the meaning given to it in Clause 38.2.

“Claim Notice” has the meaning given to it in Clause 7.4(a).

“Claim Objection Notice” has the meaning given to it in Clause 7.4(b).

“Closing” means the completion of the sale and purchase of Assets in accordance with Clause 3.7.

“Closing Date” means the date on which Closing takes place.

“Closing Obligations” means the obligations of the Purchaser (or any Purchaser Parties, as the case may be) and the Seller to be satisfied at Closing pursuant to Clause 4.3.

“Code” means the Internal Revenue Code of 1986.

“Company Licensed Intellectual Property” or “Company Licensed IP” means certain Software and Information listed in Schedule 2 of the IP Transfer and License Agreement owned by the Seller or a member of the Seller’s Group on the Closing Date. For the avoidance of doubt, Company Licensed Intellectual Property does not include any rights with respect to any Patents, trademarks and domain names.

“Competing Products” means, as of the Closing Date or during the Restricted Period, fixed wireless access products and devices designed and intended to provide wireless broadband access at a fixed location using Cellular Radio Access for the upstream network connectivity and have similar functionality, features and intended use as either “Gateway” products or to “Receiver” products of the FWA Products as of the Closing Date; in each case excluding,

“Conditions” means the conditions precedent to Closing set out in Clause 16.1.

“Confidentiality Agreement” means the mutual non-disclosure agreement dated November 10, 2025 between the Purchaser and the Seller.

“Consideration” has the meaning given to it in Clause 3.1.

“Consideration Allocation” has the meaning given to it in Clause 3.3(a)(i).

“Continuing Provisions” means Clause 1, Clause 7, Clauses 16 to 25, Clauses 27 to 38.

“Control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise. “Controlled” and “under common Control with” have correlative meanings.

“Core Business” means (i) the customer relationships with the Relevant Customers for the FWA Products and/or related services (excluding such services under Care Contracts and the Seller’s Group’s refurbishment business) and (ii) all research and development of and product management activities primarily related to the FWA Products (excluding any such activities performed by the Local Business, and any activities relating to the Remaining Customers), each as at the Effective Time.

“Core Business Software” has the meaning given to it in Clause 5.16(e).

“Corporate Functions” means the Seller’s Group-wide or business group-wide functions (including division-wide functions such as the network infrastructure business group, the fixed networks division and Nokia Bell Labs) and services and assets, systems (including the Information Systems), infrastructure (including legal entities and infrastructure) and other resources of the Seller’s Group related thereto, including IT infrastructure, accounting, payroll and other human resources, logistics, sales and marketing, general management, insurance, intellectual property functions, non-Business exclusive IT services, permits, certificates, infrastructure and licenses (including third party patent license agreements) and security, as well as real estate and facilities functions and services, which are provided to the Business by the Seller’s Group, either directly or indirectly through third-party service providers, prior to the Closing Date.

“Customer Contracts” means each of the contracts (whether written or otherwise) entered into with the Relevant Customers for (whether exclusively or in part) the FWA Products and/or related services (other than the Purchase Orders).

“Data Protection Laws” means all applicable Laws in any jurisdiction relating to privacy, security or the processing or protection of personal data including (without limitation) the General Data Protection Regulation 2016/679 (“GDPR”) together with all implementing regulations and national laws, the UK Data Protection Act 2018 and the UK GDPR as defined therein, together with all implementing regulations therein and including any predecessor, successor or implementing legislation in respect of the foregoing, and any amendments or re-enactments of the foregoing. The terms “personal data”, “personal data breach” and “process” (and its cognates) shall have the meanings given to them in Data Protection Laws.

“Deferred Revenue” means a liability representing amounts billed from customers before the delivery of goods or provision of services.

“Deloitte” means Deloitte Oy, an independent registered public accounting firm based in Helsinki, Finland.

“Development Products” has the meaning given to it in paragraph 1 of Schedule 12.

“Disclosed” means fairly disclosed in the Disclosure Letter or Purchaser Disclosure Letter with sufficient detail to enable a purchaser or a seller, as applicable, acting reasonably to identify the nature and scope of the matter.

“Disclosure Letter” means the letter from the Seller to the Purchaser disclosing certain matters relating to certain of the Seller Representations and certain other matters dated on or about the date of this Agreement, including the contents of the Schedules thereto, and those documents, facts, events, circumstances, matters and information deemed to be Disclosed in it.

“Dispute Notice” has the meaning given to it in paragraph 4.3(b) of Schedule 6.

“Disputed Matters” has the meaning given to it in paragraph 4.3(b) of Schedule 6.

“Dixon Supplier Agreement” means the Frame Agreement for Development and Contract Manufacturing of Products between Nokia Solutions and Networks Oy and Dixon Electro Appliances Private Limited dated May 7, 2024;

“EBITDA” has the meaning given to it in paragraph 3.1(a) of Schedule 6.

“Effective Time” means 12:01 a.m. Eastern Time on the Closing Date.

“Electronic Delivery” has the meaning given to it in Clause 36.

“Employees” means (i) the persons employed in an organization unit dedicated to the Core Business by a member of the Seller’s Group on the Closing Date, as set forth in Part 2 of Section 1.1 of the Disclosure Letter, as the same may be updated by the Seller before Closing with the Purchaser’s written consent (such consent not to be unreasonably withheld, delayed or conditioned), and (ii) the Local Transferring Employees.

“Employer of Record” means any third-party employer of record or professional employer organisation (or similar) engaged by the Purchaser or a member of the Purchaser’s Group to employ any of the Employees.

“Encumbrance” means any pledge, charge, lien, mortgage, debenture, hypothecation, security interest, pre-emption right, option, equitable right, power of sale, retention of title, right of first refusal or other similar third-party right or security interest or an agreement, arrangement or obligation to create any of the foregoing (in each case, other than any License of, or with respect to, Intellectual Property).

“Engineering and Supply Chain Support Services Agreement” has the meaning given to it in Recital (I).

“Engineering Transition Support Cap” has the meaning given to it in paragraph 1.3 of Schedule 6.

“Engineering Transition Support Payment” has the meaning given to it in paragraph 1.2(a) of Schedule 6.

“Estimated Closing Statement” has the meaning given to it in paragraph 1.1 of Schedule 7.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Excluded Assets” means the assets (including all related rights and property) excluded from the sale and purchase under this Agreement as listed in Schedule 4.

“Excluded Contractual Liabilities” means all Liabilities of Seller, any other member of Seller’s Group or any Seller Party arising out of or relating to (a) any breach of, or failure to perform, any contract (including any Transferring Contract) occurring or existing prior to the Closing; (b) any act, omission, event, condition or circumstance occurring or existing prior to the Closing that, with or without notice, lapse of time or both, would constitute such a breach or failure; or (c) any product delivered, service performed, or work completed by the Seller or any Seller Party prior to the Closing, other than the Pre-Closing Warranty Provision and any Pre-Closing Warranty Obligations, in each case regardless of when such Liability is asserted or becomes payable.

“Excluded Liabilities” means all Liabilities of Seller, any other member of Seller’s Group or any Seller Party other than the Assumed Liabilities, including (a) the Excluded Contractual Liabilities; (b) any Liability relating exclusively to the Excluded Assets; (c) any Liability of Seller or any Seller Party arising by virtue of the negotiation, execution or performance of this Agreement or any other Transaction Document or the consummation of the transactions contemplated hereby or thereby (d) any Liability for Taxes imposed on or with respect to the Assets attributable to any taxable period (or portion thereof) ending on or prior to the Closing and, in the case of any Straddle Period, only to the extent attributable to the portion of such Straddle Period ending on the Closing Date, in each case as determined in accordance with Clause 24 (Straddle Period); (e) Transfer Taxes for which the Seller is liable under Clause 20.1; and (f) any Liability arising out of, relating to, or in connection with the Actions set forth in Part 3 of Section 1.1 of the Disclosure Letter that arises as a result of the sale or the commitment to sell any FWA Product (including by accepting a purchase order) prior to Closing.

“Fees” means the fees to be paid by the Purchaser’s Group for the Back-to-Back Arrangements as set out in Schedule 5.

“Final Closing Statement” has the meaning given to it in paragraph 1.2 of Schedule 7.

“Final Post-Closing Adjustment Amount” has the meaning given to it in paragraph 1.1 of Schedule 7.

“Final ROFO Proposal” has the meaning given to it in Clause 13.7(c).

“Financial Statement” has the meaning given to it in paragraph 4.1 of Schedule 6.

“First Period” has the meaning given to it in paragraph 2.1 of Schedule 6.

“Fixed Assets” means the fixed assets of the Seller or the Seller Parties set out in Part 4 of Section 1.1 of the Disclosure Letter, as the same may be updated by the Seller before Closing with the Purchaser’s written consent (such consent not to be unreasonably withheld, delayed or conditioned).

“Form Transaction Documents” has the meaning given to it in Clause 8.8.

“FOSS” has the meaning given to it in the IP Transfer and License Agreement.

“FWA Equipment” means the laboratory equipment used in the Local Business.

“FWA Products” means the Seller’s Group’s fixed wireless access customer premises equipment listed in Schedule 2, as the same may be updated by the Seller before Closing with the Purchaser’s written consent (such consent not to be unreasonably withheld, delayed or conditioned).

“GAAP” means generally accepted accounting principles in the United States, as in effect on the date or for the period with respect to which such principles are applied.

“Governmental Entity” means any foreign, domestic, supranational, federal, territorial, state or local governmental entity, quasi-governmental entity, court, tribunal, judicial or arbitral body, commission, board, bureau, agency or instrumentality, any applicable stock exchanges or any regulatory, administrative or other department, agency, or any political or other subdivision, department or branch of any of the foregoing.

“Groups” means the Seller’s Group and the Purchaser’s Group.

“IFRS” means the International Financial Reporting Standards.

“Indebtedness” means, with respect to the Business or the Assets, all Liabilities of Seller, any Seller Party or any of their respective Affiliates to the extent relating to the Business, including: (a) all indebtedness for borrowed money, whether or not contingent; (b) all obligations evidenced by notes, bonds, debentures or other similar debt instruments; (c) all Liabilities for the deferred purchase price of property or services (including past acquisitions), other than trade payables incurred in the ordinary course of business; (d) all Liabilities in respect of leases (including finance leases and operating leases) relating to the Business, whether or not required to be recognized as liabilities under IFRS; (e) all Liabilities under any interest rate, currency swap, hedge or similar agreement or arrangement; (f) all Liabilities of others secured by any Encumbrance on any asset of Seller, any Seller Party or the Business; (g) all Liabilities under any letter of credit, banker’s acceptance or similar credit support arrangement or for which Seller or any Seller Party has assured a creditor against loss; (h) all Liabilities under conditional sale, title retention or similar arrangements; (i) all Liabilities arising under any cash pooling, treasury, intercompany funding or similar arrangement relating to the Business; and (j) all guarantees, keepwell arrangements or similar obligations in respect of any of the foregoing.

“Indemnification Claim” has the meaning given to it in Clause 7.4(a).

“Indemnified Parties” has the meaning given to it in Clause 7.2(b).

“Indemnifying Party” has the meaning given to it in Clause 7.4(a).

“Independent Accountant” means an accountant determined as set out under paragraph 5 of Schedule 6.

“Information Systems” means all hardware, software, servers, networks, databases, computer and telecommunications equipment and other information technology systems, used for or relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of Business Data.

“Intellectual Property” means intellectual property rights, however denominated, in any jurisdiction, whether registered or unregistered, including such rights in and to the following: (i) all inventions, patents, and patent applications, together with reissuances, renewals, foreign counterparts, continuations, continuations-in-part, divisionals, revisions, extensions and reexaminations thereof (ii) trade secrets, know-how, technical information, proprietary algorithms and proprietary data(iii) company names, registered and unregistered trade names, registered and unregistered trademarks, trade dress and service marks, logos, domain names, and similar designations of source or origin, including registration and applications relating to any of the foregoing (iv) social media handles, (v) registered and unregistered designs, design rights, (vi) database rights, utility models, (vii) copyrights (including all such rights in works of authorship and any databases) and topography rights, and registrations and applications for registration thereof, (viii) rights in computer software programs (including all source code, object code), designs, firmware, models, algorithms and methodologies, and (ix) all other intellectual property rights of a similar or corresponding character which may now or in the future subsist in any part of the world.

“Interim Period” has the meaning given to it in Clause 8.1.

“Inventory” means all work-in-process and finished goods inventory, spare parts, components and supplies, in each case to the extent used or held for use primarily in the Core Business and owned by Seller or any Seller Party as of the Closing, an estimate of which is set forth at Part 5 of Section 1.1 of the Disclosure Letter, which estimate is provided for informational purposes only and shall not constitute a representation or warranty as to the quantity, condition or value of such Inventory.

“IP Agreements” means the IP Transfer and License Agreement, the Trademark Assignment Agreement and the Patent Assignment Agreement.

“IP Transfer and License Agreement” has the meaning given to it in Recital (C).

“Key Supplier Agreements” means the supplier agreements for the FWA Products and/or related services listed in Part 6 of Section 1.1 of the Disclosure Letter, as the same may be updated by the Seller before Closing with the Purchaser’s written consent (such consent not to be unreasonably withheld, delayed or conditioned).

“Law” means any foreign or domestic, national or supranational, federal, territorial, state or local law (including common law), statute, treaty, regulation, ordinance or rule, in each case having the force and effect of law, or any similar form of decision or approval of, or determination by, or any binding interpretation or administration of any of the foregoing by, issued, enacted, adopted, promulgated, implemented or otherwise put in effect by or under the authority of any Governmental Entity.

“Liability” means, with respect to any person, any liability, debt, obligation, loss, damage, penalty, cost or expense of such person of any kind, character or description, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, whether arising out of or relating to any act, omission, event, condition or circumstance, and whether or not the same is required to be accrued on the financial statements of such person or is disclosed on any schedule to this Agreement.

“License” shall mean any written or non-written license, immunity, covenant not to sue or assert, covenant to delay suit, commitment to license, option, release, and right to renew or extend any license or covenant, in each case, relating to any Intellectual Property.

“Local Asset Purchase Agreement” has the meaning given to it in Clause 2.2.

“Local Business” means the part of the Business located in or operated from the People’s Republic of China, excluding the Local Transferring Employees.

“Local Consideration” has the meaning given to it in Clause 2.2.

“Local Consideration Allocation” has the meaning given to it in Clause 3.3(a)(ii).

“Local Transferring Employee” means the individuals listed in Part 7 of the Disclosure Letter.

“Lock-Up Agreement” has the meaning given to it in Recital (J).

“Long-Stop Date” means January 15, 2027.

“Loss” or “Losses” means any and all losses, Liabilities, actions and claims, including, in each case, all related Taxes.

“Malicious Code” means any surreptitious computer code or other mechanism of any kind designed to disrupt, disable or harm in any manner the operation of any Business IT Systems, software, hardware or other business processes or to misuse, gain unauthorized access to, or misappropriate any Personal Data or confidential information (including viruses, Trojan horses, worms, bombs, backdoors, clocks, timers, or other disabling device code, or designs or routines that cause software or information to be erased, inoperable, or otherwise incapable of being used, either automatically or with passage of time or upon command).

“Material Adverse Effect” with respect to a Party, means any change, event, effect, development, occurrence, fact, condition or circumstance (each, an “Effect”) that, individually or in the aggregate, (x) has had or would reasonably be expected to have a material adverse effect on, with respect to the Seller, the Assets or the Business, and, with respect to the Purchaser, the business, operations, financial condition, properties, assets or results of operations of the Purchaser and its subsidiaries, taken as a whole, or (y) prevents or materially impairs or delays beyond the Long-Stop Date, or would reasonably be expected to prevent or delay beyond the Long-Stop Date, the consummation by such Party of the Transaction or have a material adverse effect on the ability of such Party to consummate the Transaction; provided that in the case of (x) above none of the following, and no Effects arising out of or resulting from the following (in each case, by themselves or when aggregated), will be deemed to be or constitute a Material Adverse Effect or will be taken into account when determining whether there has been or would reasonably be expected to occur a Material Adverse Effect:

except, in case of each of sub-Clauses (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii), to the extent that such Effect has had or would reasonably be expected to have a disproportionate adverse effect on, with respect to the Seller, the Assets or the Business, and, with respect to the Purchaser, the business, operations, financial condition, properties, assets or results of operations of the Purchaser and its subsidiaries, taken as a whole, relative to other similarly situated companies operating in the industries in which such Party conducts business, in which case only the incremental disproportionate adverse impact may be taken into account in determining whether a Material Adverse Effect has or would reasonably be expected to have occurred.

“NASDAQ” means The Nasdaq Global Select Market, a national securities exchange registered with the SEC.

“Nokia Marks” means the word mark “Nokia” (in Roman characters) and the Nokia logo.

“Nokia Reporting Period” means an accounting period of the Seller’s Group, as set out in Part 8 of Section 1.1 of the Disclosure Letter.

“Non-Automatic Transfer Employee Tripartite Agreements” has the meaning given to it in Clause 11.2.

“Non-Automatic Transfer Employees” means those Employees employed in Austria, Bulgaria, Denmark, Finland, France, Germany, and Spain.

“Non-Transferring Supplier Agreements” has the meaning given to it in Clause 14.5.

“Notice” has the meaning given to it in Clause 28.1.

“Notification Date” has the meaning given to it in Clause 11.10(c).

“Objecting Employee” has the meaning given to it in Clause 11.9(e).

“Objection Deadline” has the meaning given to it in Clause 7.4(b).

“Off-Book Liabilities” means, with respect to each Supplier Agreement, any unfulfilled liabilities of the Seller (or the relevant member of the Seller’s Group) under such Supplier Agreement as at the Effective Time arising out of or relating to purchasing or manufacturing activities undertaken by the supplier based on demand forecasts issued by the Seller (or such relevant member of the Seller’s Group) and not yet recognised or covered by a purchase order under such Supplier Agreement, an estimate of which is attached hereto at Part 9 of Section 1.1 of the Disclosure Letter.

“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 Closing Date.

“Optical Network Terminal” or “ONT” means the end customer premises equipment installed at the service location that terminates the customer service provider’s fiber optic access line and constitutes the network demarcation point between the customer service provider’s network and the end customer’s internal network.

“Open Roles” means those open roles in the Core Business as at the date of this Agreement as identified on Part 10 of Section 1.1 of the Disclosure Letter.

“Open Roles Payment Amount” has the meaning given to it in Clause 11.6.

“Order” means any order, judgment, injunction, ruling, edict, or other decree, whether non-final, final, temporary, preliminary or permanent, enacted, issued, promulgated, enforced or entered by any Governmental Entity.

“Organizational Documents” means, with respect to any person (other than an individual), (a) the certificate or articles of incorporation or organization or the limited liability company agreement, operating or partnership agreement adopted or filed in connection with the creation, formation or organization of such person and (b) all bylaws and equityholders agreements to which such person is a party relating to the organization or governance of such person, in each case, as amended or supplemented.

“Party” means a party to this Agreement and “Parties” shall mean the parties to this Agreement.

“Patent Assignment Agreement” has the meaning given to it in Recital (E).

“Patent(s)” means any and all claims of a patent(s) or pending patent application(s) that are filed, issued or granted, anywhere in the world. For the avoidance of doubt, Patent(s) includes utility models, but excludes design patents, registered designs, and copyrights.

“Pensions Liability” means (i) the Accrued Liabilities, but only to the extent that (a) past service liabilities pursuant to the Belgian Pension Plans relating to the Employees’ period of employment with the Seller’s Group transfers to the Purchaser or a member of the Purchaser’s Group and (b) cash or assets in the Belgian Pension Plans equal to or greater than the Accrued Liabilities are not transferred to a Replacement Plan established by the Purchaser or a member of the Purchaser's Group in connection with the Transaction, and (ii) Liabilities in respect of any end-of-service gratuities, termination or retirement indemnities, or retirement indemnities or benefits in each case that are mandatory under applicable Law and to which Transferred Employees are or may become entitled, in each case only to the extent attributable to periods of service with the Seller’s Group prior to the Closing Date.

“Permitted Encumbrances” means (i) mechanics, materialmen’s and similar Encumbrances with respect to any amounts not yet due and payable or which are being contested in good faith through appropriate proceedings; (ii) Encumbrances for Taxes not yet due and payable or which are being contested in good faith through appropriate proceedings; and (iii) Encumbrances securing rental payments under equipment or capital lease agreements entered into in the ordinary course of business;

“Personal Data” means any information or data that constitutes “personal data,” “personally identifiable information,” “personal information” or any other similar defined term pursuant to any applicable Data Protection Law.

“Phase-Out Period” has the meaning given to it in Clause 13.3(c).

“Plans” has the meaning given to it in Clause 5.15(h)(i).

“Pre-Closing Warranty Obligations” means any 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.

“Pre-Closing Warranty Provision” means the provision in accordance with the Accounting Principles (with respect to IAS 37 of IFRS) for the Pre-Closing Warranty Obligations in financial statements of the Business, as of the Closing Date.

“Privacy and Data Security Requirements” means, collectively, all of the following to the extent related to the Processing of Personal Data or otherwise relating to data privacy, data security, or security breach notification applicable to the Business: (i) all applicable Data Protection Laws, (ii) industry standards applicable to the Business, including the Payment Card Industry Data Security Standard (“PCI-DSS”), (iii) contracts entered by or binding upon the Seller’s Group relating to the Business, and (iv) and all internal and external rules, procedures and policies, including the privacy policies or notices made publicly available by or on behalf of the Business relating to the Processing of any Personal Data or other Business Data.

“Processing” means any collection, storage, use, disposal, disclosure or any other processing of Personal Data or Business Data.

“Product Roadmap” has the meaning given to it in paragraph 1 of Schedule 12.

“Profit Sharing Payment” has the meaning given to it in paragraph 2.1(a) of Schedule 6.

“Profit Sharing Period” has the meaning given to it in paragraph 2.1 of Schedule 6.

“Purchase Order” means each of the outstanding or ongoing purchase orders (i) entered into or issued pursuant to a Customer Contract or (ii) entered into with a Relevant Customer for (whether exclusively or in part) the FWA Products and/or related services, but in each case only to the extent that the revenue under such Purchase Order has not yet been recognised by the Seller at the Effective Time.

“Purchaser” has the meaning given to it in Preamble (2).

“Purchaser Common Stock” means the common stock of the Purchaser, $0.001 par value per share.

“Purchaser Disclosure Letter” means the letter from the Purchaser to the Seller disclosing certain matters relating to certain of the Purchaser Representations and certain other matters dated on or about the date of this Agreement, including the contents of the Schedules thereto, and those documents, facts, events, circumstances, matters and information deemed to be Disclosed in it.

“Purchaser Fundamental Representations” means the representations and warranties of the Purchaser set out in Clauses 6.1, 6.2, 6.3, 6.4, 6.7, 6.12, 6.14 and 6.24.

“Purchaser Incentive Plans” means the Amended and Restated Inseego Corp. 200 Employee Stock Purchase Plan, as amended on July 30, 2024, and the 2018 Omnibus Incentive Compensation Plan, as amended on July 30, 2024.

“Purchaser Indemnified Parties” has the meaning given to it in Clause 7.2(a).

“Purchaser Option” means an option to purchase Purchaser Common Stock that was granted pursuant to the Purchaser Incentive Plans.

“Purchaser Parties” means the members of the Purchaser’s Group who will enter into the Local Asset Purchase Agreements pursuant to Clause 2.2 (as specified in the Asset Distribution Matrix).

“Purchaser PSU” means each performance stock unit payable in shares of Purchaser Common Stock subject to performance-based vesting requirements granted under the Purchaser Incentive Plans.

“Purchaser Representations” has the meaning given to it in Clause 6.26(a).

“Purchaser RSU” means each restricted stock unit granted under the Purchaser Incentive Plans.

“Purchaser SEC Documents” has the meaning given to it in Clause 6.151.1(a) .

“Purchaser Warrants” means warrants to purchase Purchaser Common Stock.

“Purchaser’s Closing Documents” has the meaning given to it in Clause 6.2.

“Purchaser’s Counsel” means Greenberg Traurig, LLP.

“Purchaser’s Group” means the Purchaser and its Affiliates from time to time (but excluding any member of the Seller’s Group).

“Purchaser’s Nominated Account” means the single bank account notified by the Purchaser to the Seller in writing not less than five (5) Business Days prior to the relevant payment due date.

“Quarterly Engineering Transition Support Payment” has the meaning given to it in paragraph 1.1 of Schedule 6.

“Quarterly Financial Statement” has the meaning given to it in paragraph 4.1 of Schedule 6.

“Quarterly Period” means a financial quarter ending on 31 March, 30 June, 30 September or 31 December (as applicable).

“Registered Intellectual Property” means all Intellectual Property that is registered, filed or issued with or by any Governmental Entity, including all issued patents, registered copyrights, registered Internet domain names and registered trademarks and all applications for any of the foregoing.

“Registration Rights Agreement has the meaning given to it in Recital (K).

“Regulations” means the European Council Directive of March 12, 2001 (2001/23/EC) (the “Directive”) relating to the safeguarding of employees’ rights in the event of transfers of undertakings, businesses or parts of businesses or any country legislation implementing the Directive or any other similar Law.

“Relevant Customer” means each of the customers listed in Part 11 of Section 1.1 of the Disclosure Letter.

“Relief” means any relief, loss, allowance, credit, exemption, deduction or set off, or any right to repayment of Taxation.

“Remaining Customer” means each of the customers listed in Part 12 of Section 1.1 of the Disclosure Letter, as the same may be updated by the Seller before Closing with the Purchaser’s written consent (such consent not to be unreasonably withheld, delayed or conditioned).

“Remaining Customer Contract” has the meaning given to it in Clause 14.4(b).

“Replacement Plan” has the meaning given to it in Clause 11.15.

“Representatives” means, with respect to a person, such person’s Affiliates and the directors, managers, members, shareholders, officers, employees, advisers, counsel, accountants, agents, consultants, intermediaries or other representatives of such person and its Affiliates.

“Reseller Agreement” has the meaning given to it in Recital (H).

“Restricted Business” has the meaning given to it in Clause 13.5(a).

“Restricted Period” has the meaning given to it in Clause 13.5.

“Retained Shared Contract” has the meaning given to in Clause 14.2.

“Retained Transferring Contract” has the meaning given to in Clause 14.3(a).

“Revenue” has the meaning given to it in paragraph 3.1(b) of Schedule 6.

“Revenue Floor” has the meaning given to it in paragraph 2.1(b) of Schedule 6.

“Revenue Threshold” has the meaning given to it in paragraph 2.1(a) of Schedule 6.

“Review Period” has the meaning given to it in paragraph 4.3 of Schedule 6.

“Right Pocket” has the meaning given to it in Clause 3.4(a).

“ROFO Component” has the meaning given to it in Clause 13.7(a).

“ROFO Consultation Period” has the meaning given to it in Clause 13.7(c).

“ROFO Products” has the meaning given to it in Clause 13.7(a).

“Sanctioned Jurisdiction” means any country or territory that is itself the subject or target of comprehensive, jurisdiction-wide Sanctions administered by the U.S. Treasury Department’s Office of Foreign Assets Control (at the time of this Agreement, Cuba, Iran, North Korea, and the Crimea, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic regions of Ukraine).

“Sanctioned Person” means (a) any person or entity listed in any Sanctions-related list of sanctioned persons maintained by the United States (including without limitation the U.S. Treasury Department’s Office of Foreign Assets Control and Department of States), the United Nations, the European Union, or His Majesty’s Treasury of the United Kingdom, (b) any person or entity located, organised or ordinarily resident in a Sanctioned Jurisdiction, (c) any person directly or indirectly owned fifty percent (50%) or more, individually or in the aggregate, by one or more persons described in the foregoing subclauses (a) and/or (b).

“Sanctions” means any trade, economic and financial sanctions Laws, embargoes or restrictive measures administered by the United States (including without limitation the U.S. Treasury Department’s Office of Foreign Assets Control and Department of State), the United Nations, the European Union, or His Majesty’s Treasury of the United Kingdom.

“SEC” means the United States Securities and Exchange Commission or any successor thereto.

“Second Period” has the meaning given to it in paragraph 2.1 of Schedule 6.

“Securities” has the meaning given to it in Clause 5.25(a).

“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Security Incident” means any (i) security breach or unauthorized access or use of any of the Business IT Systems, (ii) unauthorized access, acquisition, destruction, damage, disclosure, loss, corruption, alteration, or use of any Personal Data or other Personal Data Breach (as defined in the Data Protection Laws)or confidential information, or (iii) unauthorized interference with system operations or security safeguards of the Business IT Systems, including any phishing incident or ransomware attack.

“Seller” has the meaning given to it in Preamble (1).

“Seller Fundamental Representations” means those representations and warranties of the Seller set out in Clauses 5.1, 5.2, 5.3, 5.4, 5.5, and 5.6.

“Seller Indemnified Parties” has the meaning given to it in Clause 7.2(b).

“Seller Party” means each of the members of the Seller’s Group that holds or owns an Asset other than the Seller (as set out in the Asset Distribution Matrix).

“Seller Representations” has the meaning given to it in Clause 5.26(a).

“Seller’s Closing Documents” has the meaning given to it in Clause 5.5.

“Seller’s Counsel” means Skadden, Arps, Slate, Meagher & Flom (UK) LLP of 22 Bishopsgate, London EC2N 4BQ, United Kingdom.

“Seller’s Domain” means the domain name nokia.com and derivations thereto.

“Seller’s Group” means the Seller and its Affiliates from time to time (including the Seller Parties, but excluding any member of the Purchaser’s Group).

“Seller’s Marks” means, except for the Assigned Trademark, any company names, registered and unregistered trade names, registered and unregistered trademarks and service marks, domain names, social media handles and all other distinctive signs of a similar or corresponding character owned by the Seller or any member of the Seller’s Group, including the Seller’s Names.

“Seller’s Names” means the Nokia Marks and the word mark “Corteca”.

“Seller’s Nominated Account” means the single bank account notified by the Seller to the Purchaser in writing not less than five (5) Business Days prior to the relevant payment due date.

“Senior Employee” means an Employee whose basic annual salary exceeds €150,000 per annum (or local currency equivalent).

“SEP Patent License Agreement” has the meaning given to it in Recital (F).

“Settled Dispute” has the meaning given to it in Clause 2.6.

“Settlement Memorandum” has the meaning given to it in Clause 7.4(c)(i).

“Shared Contract” means all Transferring Contracts of the Seller or Seller Parties relating in part to the Core Business, and in part to other operations of the Seller’s Group.

“Stock Consideration” means 1,163,693 shares of Purchaser Common Stock, as may be adjusted as a result of any share consolidation, stock split, stock dividend or similar event effected between the date hereof and the Closing Date.

“Straddle Period” has the meaning given to it in Clause 24.

“Subject Provision” has the meaning given to it in Clause 7.4(a).

“Supplier Agreements” means the Key Supplier Agreements and the Additional Supplier Agreements.

“Supply ROFO” has the meaning given to it in Clause 13.7(a).

“Supply ROFO Notice” has the meaning given to it in Clause 13.7(b).

“Tax”, “Taxation” or “Taxes” means any and all taxes, fees, and assessments, including, without limitation, all federal, possession, state, city, county, and foreign (or governmental unit, agency, or political subdivision of any of the foregoing) income, profits, employment (including employer and employee national insurance contributions or social security, unemployment insurance and employee income tax withholding), franchise, gross receipts, sales, use, transfer, stamp, occupation, property, capital, severance, premium, windfall profits, customs, duties, imposts, ad valorem, value added, excise, unclaimed property, and any other governmental charges of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax, or penalties applicable thereto.

“Tax Return” means any returns, declarations, reports, claims for refund or information returns or statements required to be filed with any Tax Authority relating to Taxes, including any attachment and any amendment thereof.

“Tax Valuer” has the meaning given to it in Clause 3.3(a).

“Taxation Authority” or “Tax Authority” means any taxing or other authority competent to impose any liability in respect of Taxation or responsible for the administration and/or collection of Taxation or enforcement of any Law in relation to Taxation.

“Third-Party Claim” has the meaning given to it in Clause 7.4(e).

“Third-Party Consents” means all consents or waivers required from third parties for the transfer of any of the Assets to the Purchaser, including an assignment or novation of any Transferring Contract, and “Third-Party Consent” shall mean any one consent or waiver.

“Trade Receivables” means all amounts owing to each member of the Seller’s Group as the same exist on the Closing Date in connection with the Business for services provided by any member of the Seller’s Group.

“Trademark Assignment Agreement” has the meaning given to it in Recital (D).

“Transaction” means the agreement to sell and purchase the Assets pursuant to this Agreement.

“Transaction Documents” means this Agreement, the Disclosure Letter, the IP Agreements, the Transitional Services Agreement, the Reseller Agreement, the Engineering and Supply Chain Support Services Agreement, the Lock-Up Agreement, the Registration Rights Agreement, the Warrant Instrument, and each of the documents in the agreed form and any other documents entered into or to be entered into pursuant to any of the foregoing documents (including any Local Asset Purchase Agreements, but excluding the SEP Patent License Agreement).

“Transfer Taxes” means any registration, sales, use, transfer, documentary, stamp, real property transfer, documentary or notarial Taxes (excluding Taxes measured in whole or in part by income, gain, or profits, VAT, custom duties, sales, use, goods, services, business, excise or gross receipts Taxes, but including registration, real estate, filing, recording, permit, license, authorisation and similar Taxes) or other similar Tax imposed on or payable in connection with the Transaction.

“Transferred Employee” has the meaning given to it in Clause 11.14.

“Transferred Intellectual Property” means the Assigned Intellectual Property, the Assigned Patents and the Assigned Trademark.

“Transferred Registered Intellectual Property” means all Registered Intellectual Property constituting Transferred Intellectual Property.

“Transferring Contracts” means the Customer Contracts, any Purchase Orders and the Dixon Supplier Agreement.

“Transitional Services Agreement” has the meaning given to it in Recital (G).

“Unexpected Transferring Employee” has the meaning given to it in Clause 11.10(c).

“Unobjected Claim” has the meaning given to it in Clause 7.4(b).

“VAT” means (a) in relation to any jurisdiction within the European Union, the value added tax provided for in Directive 2006/112/EC and charged under provisions of any national legislation implementing that directive or Directive 77/388/EEC together with legislation and regulations supplemental thereto, (b) in the United Kingdom, the value added tax imposed pursuant to the Value Added Tax Act 1994 and legislation and regulations supplemental thereto, and (c) in relation to any other jurisdiction, the equivalent Tax (if any) or any Tax of a similar nature in that jurisdiction, whenever imposed, including any consumption, turnover, goods and services and sales Tax.

“Warrant Instrument” a warrant instrument setting out the terms of the Warrant, the form of which is attached hereto as Exhibit I.

“Warrants” means the warrant for shares of Purchaser Common Stock valued at $5 million pursuant to the Warrant Instrument.

“Warranty Services” means any services provided with respect to FWA Products under applicable warranties provided to Relevant Customers or Remaining Customers.

“Written Offer” has the meaning given to it in Clause 11.3(a).

“Wrong Pocket Asset” has the meaning given to it in Clause 3.4(a)(i).

“Wrong Pocket Liability” has the meaning given to it in Clause 3.4(a)(ii).

In this Agreement, unless the context otherwise requires:

but excluding the Excluded Assets and all rights (including against third parties) of the Seller and each Seller Party exclusively relating to the Excluded Assets.

Subject to Clause 3.7, the aggregate consideration for the sale and purchase of the Assets shall be:

in each case as adjusted pursuant to this Agreement (the “Consideration”).

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 of the Local Consideration pursuant to the relevant Local Asset Purchase Agreement to the applicable Seller Party within ten (10) Business Days after the Closing Date, unless otherwise agreed pursuant to the relevant Local Asset Purchase Agreement. The Seller shall pay the equivalent amount to the Purchaser within ten (10) Business Days after such Seller Party receives the last payment with respect to the aggregate Local Consideration. 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.

has not been transferred to, vested in, assumed by or otherwise received by the Purchaser, or retained by the Seller or the Seller Parties (the “Right Pocket”) by virtue of the Transaction, the Purchaser, any Purchaser Parties, the Seller Parties or the Seller (as the case may be) shall promptly, or shall promptly upon becoming aware of the same, give notice in writing of the same to the Purchaser or the Seller (as applicable).

The provisions of Schedule 6 shall take effect from Closing.

The provisions of Schedule 7 shall take effect from Closing.

Other than any payments made under Schedule 5, all payments made in accordance with this Agreement shall be treated, to the extent permitted by applicable Laws, as an adjustment to the Consideration for the Assets.

Subject to Clause 2.4, if any obligations of (i) the Purchaser or (ii) the Seller under Clause 4.3 and Schedule 1 are not complied with by the Closing Date in any material respect, the Purchaser (in the case of a default by the Seller) or the Seller (in the case of a default by the Purchaser) shall be entitled (in addition to and without prejudice to all other rights or remedies available, including the right to claim damages) by written notice to the Purchaser or the Seller (as the case may be):

For the avoidance of doubt, the non-defaulting Party may waive the relevant non-compliance and proceed to Closing notwithstanding such breach.

Subject to such exceptions, qualifications and other matters as are specifically set forth in the Disclosure Letter, Sellers hereby represents and warrants as of the date hereof and as of the Closing Date as follows:

The Seller and the Seller Parties, as applicable, are the legal and beneficial owners of and have the right to exercise all rights over the Assets, free and clear of any Encumbrance other than Permitted Encumbrances. To Seller’s knowledge, there are no subsisting third party claims or assertions challenging the Seller’s or the Seller Parties’, as applicable, ownership of or interest in and to the Assets, free and clear of all Encumbrances other than Permitted Encumbrances.

The Seller and each Seller Party is validly existing, is duly incorporated and is in good standing under the Law of its respective jurisdiction of incorporation, with full power and authority to conduct it business as it is presently being conducted and to own and lease its properties and assets. The Seller and each Seller Party are duly qualified to do business and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary. Copies of the organizational documents of the Seller, and all amendments thereto, heretofore delivered to the Purchaser are accurate and complete as of the date provided.

The execution, delivery and performance of its obligations under this Agreement and the Seller’s Closing Documents will not (a) result in a breach of any provision of the Seller’s or the Seller Parties’ memorandum or articles of association, limited liability partnership agreement or equivalent constitutional document; (b) contravene or conflict with or constitute a material violation of any provision of any applicable Law binding upon any of the Seller or the Seller Parties, the Business or any of the Assets; (c) result in the creation or imposition of any Encumbrance except a Permitted Encumbrance on any of the Assets; or (d) contravene, conflict with or constitute a material violation or breach of any agreement to which any of the Seller or the Seller Parties is a party or by which any of the Seller or the Seller Parties has any obligation to third parties pursuant to any Transferring Contracts.

Other than Permitted Encumbrances and save in respect of any Encumbrances which are to be discharged on Closing, there is no Encumbrance on any of the Assets.

The Seller and each Seller Party has the necessary legal right, corporate power and authority to enter into, deliver and perform the Transaction Documents to which it is a party (the “Seller’s Closing Documents”), to carry out their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

This Agreement has been duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against such person in accordance with its terms. The Seller’s Closing Documents will, when executed by the Seller or Seller Party (assuming due authorization, execution and delivery by each other party thereto), constitute legal, valid and binding obligations of the Seller or Seller Party in accordance with their respective terms, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Except as set out in Clause 16, neither the Seller nor any Seller Party will be required to obtain any consent or approval of, or give any notice to or make any registration with, any Governmental Entity which has not been obtained or made at the date hereof both on an unconditional basis and on a basis which cannot be revoked, the failure of which to obtain have not had, and would not reasonably be expected to have, a Material Adverse Effect.

The execution, delivery and performance of its respective obligations under the Seller’s Closing Documents will not:

To the knowledge of the Seller, it has no Liabilities related to the Business, except (a) those Liabilities which are set forth on the face of the Carve-Out Financial Information as of the Carve-Out Financials Date or in Section 5.11 of the Disclosure Letter, (b) Liabilities of a type not required to be set forth on the face of a balance sheet prepared in accordance with the Accounting Principles, (c) the Off-Book Liabilities, or (d) Liabilities which have been incurred in the ordinary course of business consistent with past practice since the Carve-Out Financials Date, which are not, individually or in the aggregate, material in amount. Neither the Business nor any of the Assets is subject to or responsible for any material Indebtedness and no member of the Seller’s group has incurred any Indebtedness on behalf of, or for the benefit of, the Business.

Except as expressly contemplated by the Transaction Documents or as set forth on Section 5.12 of the Disclosure Letter, since the Carve-Out Financials Date, and other than in the ordinary course of business, to the Seller’s Knowledge there has not been, with respect to or in connection with the Business, any (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) material change in any method of accounting or accounting practice of Seller, except as required by the Accounting Principles; (c) transfer, assignment, sale, exclusive license or other disposition of any of the assets shown or reflected in the Carve-Out Financial Information or cancellation of any debts or entitlements; (d) material damage, destruction or loss (whether or not covered by insurance) to its property; (e) acceleration, termination, material modification to or cancellation of any Transferring Contracts; (f) imposition of any Encumbrance (other than a Permitted Encumbrance) upon any of the Assets; (g) material loan to (or forgiveness of any material loan to), or entry into any other transaction with, any of the shareholders or any current or former Affiliates, directors, managers, officers and employees of Seller; (i) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (j) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of (i) $200,000 individually (in the case of a lease, per annum) or (ii) $500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (k) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets of, or by any other manner, any business or any person or any division thereof; or (l) contract to do any of the foregoing, or any action or omission that would reasonably expected to result in any of the foregoing.

So far as the Seller is aware, the Fixed Assets are in good repair and condition, are adequately maintained, and, in the opinion of the Seller, are capable of being used safely and efficiently in connection with the Business.

None of the Seller or any other member of the Seller’s Group nor any of their respective representatives or Affiliates is a party to any contract with any other person (other than the Purchaser, the Purchaser Parties and any other member of the Purchaser’s Group) to (a) sell, assign, transfer or effect a sale of the Business or any of the Assets, or (b) effect any merger, consolidation, liquidation, dissolution or other reorganization of the Seller, or to enter into any contract or cause the entering into of any contract with respect to any of the foregoing.

All Inventory, whether or not reflected in the Carve-Out Financial Information, consists of a quality usable and salable, and not excessive, in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All such Inventory is owned by the Seller free and clear of all Encumbrances (other than a Permitted Encumbrance). Without limiting the generality of the foregoing, none of the Inventory is held on a consignment basis.

Except as qualified in Section 5.23 of the Disclosure Letter, no broker, investment banker, agent, finder or other intermediary acting on behalf of the Seller or under the authority of the Seller is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee directly or indirectly in connection with the Transaction.

The Seller has, with respect to the Business, maintained insurance policies with reputable insurers covering such risks and in such amounts as are customary for businesses of a similar size and nature in a similar industry. All such insurance policies are in full force and effect as of the date of this Agreement. All such insurance policies: (a) are valid and binding in accordance with their terms; (b) to the Seller’s knowledge, are provided by carriers who are financially solvent; and (c) have not been subject to any lapse in coverage.

Subject to such exceptions as disclosed in the reports, statements and other documents, including any publicly filed schedules or exhibits thereto, filed by Purchaser with the SEC or furnished by Purchaser to the SEC, in each case pursuant to the Exchange Act on or after January 1, 2023, and at least two (2) Business Days prior to the Closing Date (to the extent that the relevance of any such disclosure with respect to any section of this Agreement is reasonably apparent on its face) (other than any disclosures contained or referenced therein under the captions “Risk Factors” and “Quantitative and Qualitative Disclosures About Market Risk”, disclosure set forth in any “forward-looking statements” disclaimer or any similar precautionary sections and any other disclosures contained or referenced therein that are predictive, cautionary or forward-looking in nature or any non-public material), Purchaser hereby represents and warrants to Seller, as of the date hereof and as of the Closing Date as follows:

The Purchaser is a company validly existing and duly incorporated and registered under the Laws of its jurisdiction of incorporation and has full power to conduct its business as conducted as at the date of this Agreement and each Purchaser Party will be a company validly existing and duly incorporated and registered under the Laws of its jurisdiction of incorporation.

The Purchaser has the full legal right, requisite power and authority to enter into, execute, deliver and perform the Transaction Documents to which it is a party (the “Purchaser’s Closing Documents”) and to consummate the Transaction which has been duly authorized and approved by all necessary actions.

The Purchaser’s Closing Documents will, when executed by the Purchaser, constitute lawful, valid and binding obligations of the Purchaser in accordance with their respective terms.

The execution and delivery of and the performance by the Purchaser of its obligations under this Agreement, the Purchaser’s Closing Documents and any other document expected to be executed by it in connection with the Transaction will not:

in the case of each of Clauses 6.4(a), 6.4(b), 6.4(c), and 6.4(d), any such breach, acceleration, default, or other event described therein has not had, and would not reasonably be expected to have, a Material Adverse Effect.

The Purchaser is acting as principal and not as agent or broker for any other person and no person other than the Purchaser will be interested in the Assets.

There are no (i) outstanding judgments, orders, injunctions or decrees of any Governmental Entity or arbitration tribunal against the Purchaser, (ii) lawsuits, actions or proceedings pending, or to the Purchaser’s Group’s knowledge, threatened against the Purchaser, or (iii) investigations by any Governmental Entity which are pending or, to the Purchaser’s Group’s knowledge, threatened against the Purchaser, which, in the case of each of paragraphs (i), (ii) and (iii) of this Clause 6.6, have had or that would reasonably be expected to have a Material Adverse Effect on the Purchaser’s right and/or ability to perform its obligations under this Agreement or the Transaction Documents.

No broker, investment banker, agent, finder or other intermediary acting on behalf of the Purchaser or under the authority of the Purchaser is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee directly or indirectly in connection with the Transaction.

Neither the Purchaser nor any member of the Purchaser’s Group (including any of their officers, directors, agents, distributors, employees, stockholders, or other persons associated with or acting on their behalf) is aware of any existing claims against the Seller prior to the date of this Agreement.

The Purchaser is in compliance with all applicable Anti-Corruption Laws and Anti-Money Laundering Laws in connection with the Transaction and has instituted and maintained policies and procedures reasonably designed to promote and achieve compliance with such Laws and regulations and with the representations and warranties contained herein. Neither the Purchaser nor any member of the Purchaser’s Group has in connection with the Transaction:

Neither the Purchaser nor any member of the Purchaser’s Group, nor any of their respective directors, officers, employees, or agents (to the extent any such agents are directly or indirectly involved in the Transaction), is currently the subject or target of any Sanctions.

Neither the Purchaser nor any member of the Purchaser’s Group, nor any of their respective directors, officers, employees, or agents (to the extent any such agents are directly or indirectly involved in the Transaction), is located, organized or resident in a country or territory that is currently the subject or target of any Sanctions.

At the close of business on April 21, 2026 (the “Capitalization Date”), (i) 16,240,613 shares of Purchaser Common Stock were issued and outstanding, (ii) 1,487,433 Purchaser Options were issued and outstanding, (iii) 1,408,713 Purchaser RSUs were issued and outstanding, (iv) 167,910 Purchaser PSUs were issued and outstanding, (v) 2,929,770 Purchaser Warrants were issued and outstanding and (vi) no shares of Purchaser Common Stock were held in treasury.

From the Capitalization Date to the date of this Agreement, except for shares of Purchaser Common Stock issued (i) upon the exercise of any Purchaser Options and Purchaser Warrants outstanding as of the date of this Agreement, (ii) upon the vesting of any Purchaser RSUs or upon payment with respect to any Purchaser PSUs outstanding as of the date of this Agreement or as may be granted after the date of this Agreement as required under the terms of the Purchaser Incentive Plans, or (iii) pursuant to the Purchaser Incentive Plans to the extent required under the terms of the Purchaser Incentive Plans as in effect as of the date of this Agreement, the Purchaser has not issued any shares of Purchaser Common Stock or other equity or equity-based or voting securities or equity or voting interests and has not entered into any contract to grant, or otherwise committed to grant any equity or equity-based awards that may be settled in or are otherwise based on the value of the Purchaser Common Stock.

The Stock Consideration and any shares of Purchaser Common Stock issued in connection with the Warrant, when issued in accordance with this Agreement or the Warrant Instrument, (i) will be duly authorized, validly issued, fully paid and non-assessable, and (ii) will be free and clear of any Encumbrances; provided, however that the shares of Stock Consideration are subject to restrictions on transfer under applicable securities Laws and the Transaction Documents. The issuance of the Stock Consideration is not subject to any preemptive rights or rights of first refusal applicable to the Purchaser, or any similar rights in respect thereof. No Purchaser stockholder approval is required to issue the Stock Consideration or in connection with the Warrant and the Purchaser has reserved from its duly authorized capital stock the maximum number of shares of Purchaser Common Stock issuable pursuant to this Agreement and the Warrant.

The Purchaser maintains a system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that has been designed to ensure that information required to be disclosed by the Purchaser in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Purchaser’s management as appropriate to allow timely decisions regarding required disclosure.

The Purchaser Common Stock is listed on the NASDAQ and registered pursuant to Section 12(b) or 12(g) of the Exchange Act. The Purchaser has not, in the 12 months preceding the date hereof, received notice from NASDAQ to the effect that the Purchaser is not in compliance with the listing or maintenance requirements of NASDAQ. The Purchaser has not received any notification that NASDAQ is currently contemplating terminating such registration or listing. The issuance of the Stock Consideration and Warrants does not contravene the rules and regulations of NASDAQ.

Each of the Purchaser and its subsidiaries is not, and, immediately after giving effect to the issuance by the Purchaser of the Stock Consideration and the Warrant pursuant to this Agreement, none of them will be, required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Subject to the accuracy of the Seller’s representations and warranties in Clause 5.25, it is not necessary under applicable law, in connection with the issuance of the Stock Consideration or the Warrants to the Seller, for the Purchaser to register the Stock Consideration or the Warrants or the issuance thereof under the Securities Act.

The Purchaser is not, and never has been, a “shell company” as defined in Rule 405 under the Securities Act.

Neither the Purchaser nor any person acting on its behalf has conducted any general solicitation or general advertising (as those terms are used in Regulation D of the Securities Act) in connection with the offer or issuance of the Stock Consideration and the Warrants.

Neither the Purchaser nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Purchaser security or solicited any offers to buy any Purchaser security, (x) which, to its knowledge, is or will be (i) integrated with the offer and issuance of the Stock Consideration and Warrants pursuant to this Agreement for purposes of the Securities Act or (ii) aggregated with prior offerings by the Purchaser for the purposes of the rules and regulations of NASDAQ or (y) under circumstances that would adversely affect reliance by the Purchaser on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Stock Consideration and the Warrants under the Securities Act.

The Purchaser has not, and, to the Purchaser’s knowledge, no person acting on its behalf has (a) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Purchaser to facilitate the sale or resale of any of the Stock Consideration or the Warrants, (b) sold, bid for, purchased or paid any compensation for soliciting purchases of, any of the Stock Consideration or the Warrants in violation of Regulation M under the Exchange Act or (c) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company.

Except as provided in the IP Agreements:

in either case, will not result in the creation of any Encumbrance or License on the Intellectual Property owned or held by the Seller, the Seller Parties, or any member of the Seller's Group and will not result in any agreement, arrangement, or obligation to create any such Encumbrance or License.

Subject to the applicable limitations set forth in this Clause 7 (including Clause 7.1), from and after the Closing, the Seller shall indemnify and hold harmless the Purchaser and its Affiliates and its and their respective Representatives (collectively, the “Purchaser Indemnified Parties”) from and against all Losses paid, incurred, suffered or sustained by such Purchaser Indemnified Parties, or any of them (regardless of whether or not such Losses relate to any Third-Party Claims), directly or indirectly resulting from, arising out of, relating to, or in connection with:

Subject to the applicable limitations set forth in Clause 7 (including Clause 7.1), from and after the Closing, the Purchaser shall indemnify and hold harmless the Seller and its Affiliates and its and their respective Representatives (collectively, the “Seller Indemnified Parties” and, together with the Purchaser Indemnified Parties, the “Indemnified Parties”) from and against all Losses paid, incurred, suffered or sustained by such Seller Indemnified Parties, or any of them (regardless of whether or not such Losses relate to any Third-Party Claims), directly or indirectly resulting from, arising out of, relating to, or in connection with:

To the extent applicable, subject to the limitations set forth in Clause 7.3, if any Indemnified Party wishes to assert a claim under Clause 7.2 (each, an “Indemnification Claim”), it shall notify in writing the other Party (as applicable) (the “Indemnifying Party”) of the facts and circumstances that give rise to such Indemnification Claim. As soon as reasonably practicable after such notice, the Indemnified Party shall deliver to the Indemnifying Party a written claim notice (a “Claim Notice”) stating (i) that an Indemnified Party has paid, incurred, suffered or sustained, or anticipates that it may pay, incur, suffer or sustain Losses, and (ii) to the extent reasonably available, specifying such Losses or anticipated Losses in reasonable detail, the facts and circumstances (to the extent known by or available to the corresponding Representative) giving rise to such Losses and, if applicable, the nature of the misrepresentation, breach of warranty or covenant or other indemnifiable matter. Without extending the time limitations set forth in Clause 7.1, a Claim Notice may be updated from time to time by the Indemnified Party delivering such Claim Notice to reflect any change in circumstances following the date thereof. A failure to give complete, accurate or, without extending the time limitations set forth in Clause 7.1, timely notice of a Claim Notice will not affect the rights or obligations of any Indemnified Party hereunder. If an Indemnification Claim may be brought with respect to different or multiple representations, warranties or covenants, then the applicable Indemnified Parties shall have the right to bring such Indemnification Claim under any or each such representation, warranty or covenant (each, a “Subject Provision”) that it chooses and the Indemnified Parties will not be precluded from seeking indemnification under any Subject Provision by virtue of the Indemnified Parties not being entitled to seek indemnification under any other Subject Provision.

If the Indemnifying Party does not object in writing within thirty (30) days of delivery of a Claim Notice (the “Objection Deadline”) by delivery of a written notice of objection to the Indemnified Party containing a reasonably detailed description of the facts and circumstances (to the extent known or available) supporting an objection to the applicable claim (a “Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by the Indemnifying Party with respect to an Indemnification Claim, that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Claim Notice (an “Unobjected Claim”). In such event, the Losses for which the Indemnified Party is entitled payment under the Unobjected Claim shall be satisfied in accordance with Clause 7.4(c)(ii).

In the event of an Unobjected Claim or a Settlement Memorandum, or in the event the Indemnifying Party’s liability has been established pursuant to a final binding decision in accordance with Clause 38.2, the Indemnifying Party shall, subject to the limitations set forth in this Clause 7, as promptly as practicable thereafter but no later than ten (10) Business Days after the Objection Deadline or the date of the Settlement Memorandum or decision, as the case may be, pay in cash to the Indemnified Party the full amount of the corresponding Losses; provided, however, that if the Seller becomes obligated to indemnify the Purchaser for any Losses that fall within the Cap and the Seller so elects in writing, the full amount of such Losses shall be added as a cost to the EBITDA being used to determine the Quarterly Engineering Transition Support Payments due to the Purchaser under Schedule 6.

In the event that Party becomes aware of a third-party claim against an Indemnified Party that such Party in good faith believes constitutes a matter for which such Indemnified Party is entitled to indemnification, compensation, or reimbursement under Clause 7.2, as applicable (each, a “Third-Party Claims”), such Party shall give prompt written notice thereof to the other Party. Such Party shall have the right in its sole and absolute discretion to conduct (and, if necessary assume), the defense and prosecution of and to settle or resolve any such Third-Party Claim, and if such Party does not promptly assume the defense of such Third-Party Claim, the costs and expenses incurred by the Indemnified Parties in connection with the investigation, defense, prosecution and settlement of such Third-Party Claim (including attorneys’, consultants’, experts’ and other professionals’ fees and expenses and court or arbitration costs) shall be Losses for which the Indemnified Parties are entitled to indemnification, compensation and reimbursement pursuant to Clause 7.2, subject to the limitations of this Clause 7, regardless of the outcome of such Third-Party Claim. The other Party shall have the right to receive copies of all pleadings, material written notices, and material written communications with respect to any Third-Party Claim.

Notwithstanding anything in this Agreement to the contrary, no breach of any representation, warranty, covenant or agreement contained in this Agreement shall give rise to any right on the part of any party, after the consummation of the Transaction, to rescind this Agreement or the Transaction.

When calculating the liability of a party in respect of any Indemnification Claim, the party shall not be liable in respect of any claim for any Losses suffered by the Indemnified Party or its Affiliate, to the extent that there are any corresponding savings by or net benefit to the Indemnified Party or its Affiliate, including the amount by which any Taxation for which the Indemnified Party or its Affiliate is accountable or liable to be assessed in any taxable period is actually or expected to be reduced or extinguished as a result of the underlying matter that is the subject of such Indemnification Claim.

Subject to Clause 8.2, and other than where the prior written consent of the Purchaser has been obtained, which may be given via email in accordance with Clause 28.2 (such consent not to be unreasonably withheld, conditioned or delayed and shall be deemed given if the Purchaser does not expressly reject the proposed action within five (5) Business Days of its receipt of the request for approval from the Seller), the Seller shall, and shall procure that the Seller Parties shall, as it relates to the Business or the Assets, from the date of this Agreement until Closing (the “Interim Period”):

Clause 8.1 does not apply in respect of and shall not operate so as to restrict or prevent:

Other than where the prior written consent of the Seller has been obtained, which may be given via email in accordance with Clause 28.2 (such consent not to be unreasonably withheld, conditioned or delayed and shall be deemed given if the Seller does not expressly reject the proposed action within five (5) Business Days of its receipt of the request for approval from the Seller), the Purchaser shall, and shall procure that the Purchaser Group shall not during the Interim Period:

The Purchaser shall take all necessary or appropriate steps to ensure satisfaction of each of the Conditions as soon as possible after the date of this Agreement and in any event by the Long-Stop Date. The Purchaser undertakes, to the extent permitted by Law, to cooperate with the Seller in good faith with a view to satisfying the Conditions.

The Seller shall, to the extent permitted by Law, cooperate with the Purchaser in good faith and use reasonable best efforts to procure cooperation by any member of the Seller’s Group with a view to satisfying the Conditions.

The Seller and the Purchaser severally undertake to the extent permitted by Law to notify each other in writing anything which will or is likely to prevent any of the Conditions from being satisfied promptly after it comes to its notice.

Neither the Seller nor the Purchaser shall be required by the remainder of this Clause 8.7 to provide the other with copies of any element of such communications or submissions which contain information of a commercially sensitive nature without first redacting that element, or providing it only to the Purchaser’s Counsel, or the Seller’s Counsel (as the case may be) on the basis that it will not be shown or otherwise communicated to the Purchaser or the Seller (as the case may be).

The Purchaser shall not, and shall procure that no member of the Purchaser’s Group shall, at any time prior to Closing, either alone or acting in concert with others, acquire or offer to acquire, or cause another person to acquire or offer to acquire, or progress or contemplate (or cause another person to progress or contemplate) arrangements which, if carried into effect, would result in the acquisition of a competing business to the Business or any other business the acquisition of which might reasonably be expected to result in any requirement to make any regulatory application in connection with the Transaction.

The Purchaser shall deliver or make available to the Seller and the Seller shall deliver or make available to the Purchaser (as applicable), promptly following satisfaction of each of the Conditions, evidence of the due fulfilment of such Condition.

Prior to the Closing, the Parties agree to use commercially reasonable efforts to negotiate and agree upon, in good faith, the form of the Reseller Agreement and any such amendments, modifications, and supplements to the forms of the other Transaction Documents attached hereto as Exhibits E through H (inclusive) and J (collectively, the “Form Transaction Documents”) as may be reasonably necessary or appropriate to (a) reflect the terms and conditions of this Agreement, (b) reflect the mutual agreement and intent of the Parties with respect to the Transaction and the subject matters of the Transaction Documents, or (c) address any legal, regulatory, or operational requirements applicable to the Transaction and the other transactions contemplated by the applicable Transaction Documents. No Party shall unreasonably withhold, condition, or delay its consent to any amendment, modification, or supplement to the Form Transaction Documents that is consistent with the intent and purposes of this Agreement. Nothing in this Clause 8.8 shall be construed to require either Party to agree to any amendment, modification, or supplement that would materially and adversely alter such Party’s rights or obligations under this Agreement or the applicable Form Transaction Document. In the Reseller Agreement, the Parties shall agree that the Purchaser will provide L4 warranty and care services to the Seller’s Group to be used by the Remaining Customers on a cost plus basis, with a mutually agreed and arm’s length margin, to be agreed in good faith between the Parties. For the avoidance of doubt, the Parties agree that (1) Exhibits A to C and I and (2) the SEP Patent License Agreement are in final form and shall be executed in the same form set out herein (with respect to (1)) on the Closing Date or (with respect to (2)) on or before the Business Day prior to the Closing Date.

The provisions of Schedule 12 shall take effect during the Interim Period.

Other than with respect to Transferring Contracts, if any Third-Party Consent required to transfer any Asset to the Purchaser has not been obtained before Closing, the Seller shall, and shall procure that each relevant Seller Party shall, use commercially reasonable efforts to obtain such consent as soon as reasonably practicable (a) prior to Closing, failing which (b) following Closing, and the Purchaser shall cooperate with the Seller and relevant Seller Party so far as is reasonable for such purpose.

Notwithstanding the foregoing, nothing in this Clause 13.5 shall preclude any member of the Seller’s Group from:

The Seller shall, or procure that the Seller Parties shall, with effect from the Effective Time, assign or novate to the Purchaser or the relevant Purchaser Party, or procure the assignment or novation to the Purchaser or the relevant Purchaser Party of, all Transferring Contracts that are capable of assignment or novation without the need for any Third-Party Consent and that are not Shared Contracts.

Each Shared Contract for which the Parties have received consent to (i) the partial assignment of such Shared Contract to the Purchaser or the relevant Purchaser Party or (ii) the split or replication of such Shared Contract for the benefit of the Purchaser or the relevant Purchaser Party shall be deemed to be a Transferring Contract hereunder and, if applicable, the Seller or the relevant Seller Party shall partially assign to the Purchaser or the relevant Purchaser Party as of the Effective Time such contract in accordance with its terms. The Seller or the relevant Seller Party shall not be required to partially assign to the Purchaser or the relevant Purchaser Party, or split or replicate for the benefit of the Purchaser or the relevant Purchaser Party, at the Effective Time any Shared Contract for which consent has not been obtained (each such Shared Contract, a “Retained Shared Contract”).

For the avoidance of doubt, the provisions of this Clause 14.3(b) shall prevail over the provisions of Schedule 5. Further, any activities performed by the Seller or any member of the Seller’s Group in connection with the Back-to-Back Arrangements pursuant to this Clause 14.3(b) are performed solely as part of intra-group transitional and operational support and shall not give rise to any service fee, margin or other remuneration between any member of the Seller’s Group and any member of the Purchaser’s Group.

Following Closing:

The Purchaser acknowledges and agrees that none of the provisions of this Clause 14 apply to any of the Supplier Agreements (other than the Dixon Supplier Agreement) (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 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.

provided that prior to disclosure or use of any information pursuant to Clause 18.2(c)(vi) or Clause 18.2(c)(vii) (except in the case of disclosure to a Taxation Authority), the Party concerned shall promptly notify (to the extent permitted by any applicable Law or regulation) the other Party of such requirement with a view to providing (if reasonably practicable to do so) the other Party with the opportunity to contest such disclosure or use or otherwise to agree the timing and content of such disclosure or use.

Except where this Agreement provides otherwise, each Party shall pay its own costs and expenses in connection with the negotiation, preparation and performance of this Agreement and the Transaction Documents or otherwise incurred in relation to it with a view to the Transaction.

Other than as set out in Schedule 5, all sums payable under this Agreement shall be paid free and clear of all deductions or withholdings whatsoever, except as expressly provided in this Agreement. For the avoidance of doubt, if any withholding or deduction of Taxes is required by applicable law with respect to any payment under this Agreement, including but not limited to the Consideration and any Local Consideration, the amount payable shall be increased so that the net amount received by the receiving Party after such deduction or withholding of Tax under applicable law (including any deduction or withholding from such additional amounts), is the same amount as it would have been had no such deduction or withholding applied. Each Party shall use commercially reasonable efforts to cooperate with the other to minimize or reduce any required withholding of Taxes.

For purposes of this Agreement, in the case of any Liability for Taxes imposed on or with respect to the Assets that are attributable to a taxable period beginning before the Closing Date and ending after the Closing Date (a “Straddle Period”), the portion of such Liability for Taxes attributable to the portion of the Straddle Period ending on the Closing Date and the portion attributable to the portion of the Straddle Period beginning on the Closing Date, unless agreed between the Parties in writing otherwise, shall each be determined by multiplying the total amount of such Liability for Taxes for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the relevant portion of the Straddle Period and the denominator of which is the total number of calendar days in the entire Straddle Period.

Each Party shall promptly execute and deliver all documents and take all reasonable steps within their powers as any other Party may reasonably require in order to secure to the other Parties the full benefit of this Agreement.

The provisions of this Agreement and of the other Transaction Documents which remain to be performed following Closing shall continue in full force and effect notwithstanding Closing taking place.

Other than as expressly permitted in the Transaction Documents, no Party may assign, transfer, create an Encumbrance, declare a trust or otherwise dispose of all or part of its rights, benefits or obligations under this Agreement or any other Transaction Document (including any cause of action arising in connection with any of them) without the prior written consent of the other Parties. The foregoing shall however not prevent (a) the Seller from transferring its rights and obligations under Schedule 5 to a member of the Seller’s Group (and the Purchaser shall support any such transfer as directed by the Seller and execute and deliver all documents required to effect such transfer); provided that such member of the Seller’s Group agrees to assume the obligations of the Seller, as applicable, thereunder; provided, further, that the Seller shall not be relieved of any liability or obligation thereunder, or (b) the Purchaser, by written notice to the Seller, from transferring all or any portion of its right to receive the Back-to-Back Arrangements to any member of the Purchaser’s Group that participate in the operation of the Business; provided that such member of the Purchaser’s Group shall receive such Back-to-Back Arrangements from the Seller in the same manner as described in Schedule 5 and provided, further, that the Purchaser shall not be relieved of any liability or obligation hereunder. Subject to the foregoing, this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties and their respective successors and permitted assigns.

Nokia Solutions and Networks Oy

Karakaari 7A
FI-02610 Espoo
Finland
Attention: Crispin Vicars and Pasi T. Virtanen
Email: [***]

with a copy to:

Skadden, Arps, Slate, Meagher & Flom (UK) LLP
22 Bishopsgate
London
EC2N 4BQ
United Kingdom
Email: Denis.Klimentchenko@skadden.com; Sarah.Knapp@skadden.com
Attention: Denis Klimentchenko; Sarah Knapp

Inseego Corp.

9710 Scranton Road, Suite 200

San Diego, CA 92121

United States
Email: [***]
Attention: Juho Sarvikas

with a copy to:

Greenberg Traurig, LLP
One Vanderbilt Ave
New York, NY 10017
E-mail:     helselm@gtlaw.com

                Jason.Simon@gtlaw.com

Attention:     Michael Helsel

                Jason Simon

If there is any inconsistency between the provisions of this Agreement and those of any other Transaction Document, then the provisions of this Agreement shall prevail; provided, however, that if there is any inconsistency between the provisions of this Agreement and any IP Agreement or the SEP Patent License Agreement, then the provisions of such IP Agreement or the SEP Patent License Agreement (as applicable) shall prevail.

No variation of this Agreement shall be effective unless in writing and signed by or on behalf of each Party.

The language of this Agreement and the Transaction envisaged by it is English. All demands, requests, statements, certificates or other documents or communications to be provided in connection with this Agreement and the Transaction by it must be in English or accompanied by a certified English translation; in this case the English translation prevails unless the document or communication is a statutory or other official document or communication.

This Agreement may be entered into in any number of counterparts, all of which taken together shall constitute one and the same instrument. Each Party may enter into this Agreement by executing any such counterpart. Any such counterpart, to the extent executed and delivered by fax or .pdf, .tif, .gif, .jpg or similar attachment to electronic mail or other means of electronic signature (any such delivery, an “Electronic Delivery”), shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No Party may raise the use of an Electronic Delivery to deliver a signature, or the fact that any signature or agreement or instrument was transmitted or communicated through the use of an Electronic Delivery, as a defense to the formation of a contract, and each Party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

Time shall be of the essence of this Agreement both as regards any dates, times and periods mentioned and as regards any dates, times and periods which may be substituted for them in accordance with this Agreement or by agreement in writing between the Parties.

No Party shall be liable for any indirect, consequential or punitive damages, in each case arising from any claim relating to this Agreement or any of the transactions contemplated hereby.

The Seller and the Purchaser agree that irreparable damage would occur in the event that any provision of this Agreement were not performed in accordance with its specific terms and that the Parties shall be entitled to specific performance, injunctive relief or other equitable remedies to enforce the terms of this Agreement, in addition to any other remedy to which they are entitled at law or in equity.

IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be signed and delivered by its respective duly authorized officer as of the date first written above.

[Signature Page to Asset Purchase Agreement]

Schedule 1 CLOSING DELIVERABLES 

in each case, where capable of execution and not specified above, executed by all parties thereto other than the Purchaser.

in each case, where capable of execution and not specified above, executed by all parties thereto other than the Seller.

Schedule 2 FWA PRODUCTS

[***]

Schedule 3 CONSENT MATTERS

Other than in the ordinary and usual course of trading consistent with past practice and other than with respect to Inventory, sell, lease, transfer, exclusively license out or otherwise dispose of or purchase, lease, license in or otherwise acquire any assets, businesses or undertakings (or any interest therein) whether by a single transaction or by a series of transactions (related or not), including any commitment or agreement to do any of the foregoing, in each case, in excess of €250,000 (individually or in the aggregate during any twelve (12) month period) and that would constitute “Assets” under this Agreement.

This paragraph 1 shall not prohibit or limit the Seller or any member of the Seller’s Group from ordering or purchasing units of products and/or components from Dixon Electro Appliances Private Limited or its affiliates for the Core Business, provided that the number of units so ordered or purchased shall not exceed the number of any corresponding units of products and/or components ordered or purchased from the Seller or a member of the Seller’s Group by Bharti Airtel Ltd. or its affiliates and that such orders or purchases are made in the ordinary course of business consistent with past practice.

Initiate, discontinue or settle any litigation or arbitration proceedings with respect to the Assets, the Business or the Assumed Liabilities where the amounts relating to the Assets, the Business or the Assumed Liabilities claimed (either by or against it), together with any costs incurred (or likely to be incurred) by it in connection therewith, exceeds €5,000,000 (exclusive of VAT).

Schedule 4 EXCLUDED ASSETS

Schedule 5 BACK-TO-BACK ARRANGEMENTS

[***]

Schedule 6 ENGINEERING TRANSITION SUPPORT AND PROFIT SHARING ARRANGEMENTS

(each Quarterly Engineering Transition Support Payment as adjusted by this paragraph 1.2(a), an “Engineering Transition Support Payment”); and

The aggregate of all Engineering Transition Support Payments payable by the Seller to the Purchaser shall not exceed the amount listed in Part 1.3 of Schedule 6 of the Disclosure Letter (the “Engineering Transition Support Cap”), and the Seller shall have no obligation to pay Engineering Transition Support Payment beyond the Engineering Transition Support Cap to the extent that the aggregate amount of all Engineering Transition Support Payments for the four (4) Quarterly Periods exceeds the Engineering Transition Support Cap.

provided that such Dispute Notice may only include objections based on whether (i) the applicable amounts set forth on the Financial Statement were prepared in a manner inconsistent with the provisions of this Agreement, including this Schedule 6, or (ii) there were mathematical errors in the computation of any amount set forth in the Financial Statement, as applicable. If the Seller fails to deliver the Dispute Notice before the expiration of the Review Period, the Financial Statement and the Engineering Transition Support Payment or Profit Sharing Payment reflected in the Financial Statement will be deemed to have been accepted by the Seller.

and the relevant Financial Statement (as applicable) (amended as determined by the Independent Accountant) shall, for the purposes of this Schedule 6, be treated as final and binding on the date on which the Independent Accountant’s determination is sent to the Seller and the Purchaser.

Schedule 7 POST-CLOSING ADJUSTMENT