EX-10.1



 Exhibit 10.1 

Novatel Wireless, Inc. 
 9645
Scranton Road 
 Suite 205 
 San
Diego, CA 92121 
 July 3, 2014 
 Novatel Shareholders
for Change 
 c/o Cobb H. Sadler 
 Catamount Strategic Advisors
LLC 
 101 California Street, 41’ Floor 
 San Francisco, CA
94111 
 Gentlemen: 
 We refer to the
agreement (this “Agreement”) between Novatel Wireless, Inc., a Delaware corporation (the “Company”), and each of Cobb H. Sadler (“Sadler”), Edward T. Shadek (“Shadek”),
Robert Ellsworth (“Ellsworth”), Alex Mashinsky (“Mashinsky”), Richard A. Karp (“Karp”), Maguire Financial, LP, a Delaware limited partnership (the “Maguire
Fund”), Maguire Asset Management, LLC, a Delaware limited liability company (“Maguire Asset Management”), and Timothy Maguire, dated April 29, 2014, relating to the settlement of matters arising out of the
nomination by the Investors of Messrs. Karp and Mashinsky as candidates for election as directors of the Company at the 2014 Annual Meeting. Capitalized terms used but not defined in this letter have the meanings set forth in the Agreement. 

Paragraph 2 of the Agreement provides that, from and after the 2014 Annual Meeting, during the term of the Agreement, the size of the Board
shall not exceed seven (7) directors and the Board shall resolve, in accordance with Section 3.2 of the Bylaws, effective upon the conclusion of the 2014 Annual Meeting, to decrease the number of directors constituting the entire Board to
seven (7). As you are aware, Peter J. Leparulo was recently replaced as Chief Executive Officer of the Company by Mr. Mashinsky. As of the date of this letter, Mr. Leparulo remains a director of the Company. 

This letter is to confirm that, notwithstanding paragraph 2 of the Agreement, the undersigned consent to the size of the Board remaining at
eight (8) directors, or being increased to nine (9) directors, while Mr. Leparulo remains a member of the Board, it being understood that, upon the resignation or removal of Mr. Leparulo from the Board, the number of directors
constituting the entire Board shall not exceed eight (8) directors. 
 This confirmation letter shall expire if any of the following
occur: 
 1. If it is not acted on by the board by July 31, 2014. 







 2. If Mr. Leparulo resigns or is removed from the board prior to the action being taken.

 3. If Mr. Mashinsky, Mr. Karp, and Ms. Sue Swenson do not all vote affirmatively for the action when a motion is presented
to the board. 
  

			
	Very truly yours,
	
	NOVATEL WIRELESS, INC.
		
	By:	 	/s/ Alex Mashinsky
		 	Name: Alex Mashinsky
		 	Title: Interim Chief Executive Officer


 Accepted and agreed to as of the date first written above: 

/s/ Cobb H. Sadler   
 Cobb H. Sadler 

/s/ Edward T. Shadek 
 Edward T. Shadek 

/s/ Robert Ellsworth 
 Robert Ellsworth 

Maguire Financial, LP 
 By Maguire Asset Management, LLC,
its general partner 
 By: /s/ Timothy Maguire 
 Name: Timothy
Maguire 
 Title: Managing Partner 
 Maguire Asset
Management, LLC 
  

	
	By: Timothy Maguire
	Name: Timothy Maguire
	Title: Managing Partner

 Timothy Maguire 
 Timothy
Maguire 







 Maguire Asset Management, LLC 

By Maguire Asset Management, LLC, its general partner 
 By: /s/
Timothy Maguire 
 Name: Timothy Maguire 
 Title: Managing
Partner 
 cc: 
 Olshan Frome Wolosky LLP Park Avenue Tower

 65 East 55th Street 

New York, New York 10022 
  Attn: Steve Wolosky 

          Andrew Freedman 

email: swolosky@olshanlaw.com 

email:afreedman@olshanlaw.com