Exhibit 10.2 


 


 





		 	

	 	 	 


 


 






AMENDED AND RESTATED


INSEEGO CORP.


2000 EMPLOYEE STOCK PURCHASE PLAN


 


(AS AMENDED AND RESTATED EFFECTIVE MAY 16,
2022)







 


Article
I.

PURPOSE


 


The purpose of this Plan is
to assist Eligible Employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company.


 


The Plan consists of two components:
(i) the Section 423 Component and (ii) the Non-Section 423 Component. The Section 423 Component is intended to qualify as an “employee
stock purchase plan” under Section 423 of the Code and shall be administered, interpreted and construed in a manner consistent
with the requirements of Section 423 of the Code. The Non-Section 423 Component authorizes the grant of rights which need not qualify
as rights granted pursuant to an “employee stock purchase plan” under Section 423 of the Code. Rights granted under the Non-Section
423 Component shall be granted pursuant to separate Offerings containing such sub-plans, appendices, rules or procedures as may be adopted
by the Administrator and designed to achieve tax, securities laws or other objectives for Eligible Employees and Designated Subsidiaries
but shall not be intended to qualify as an “employee stock purchase plan” under Section 423 of the Code. Except as otherwise
determined by the Administrator or provided herein, the Non-Section 423 Component will operate and be administered in the same manner
as the Section 423 Component. Offerings intended to be made under the Non-Section 423 Component will be designated as such by the Administrator
at or prior to the time of such Offering.


 


For purposes of this Plan,
the Administrator may designate separate Offerings under the Plan in which Eligible Employees will participate. The terms of these Offerings
need not be identical, even if the dates of the applicable Offering Period(s) in each such Offering are identical, provided that the terms
of participation are the same within each separate Offering under the Section 423 Component (as determined under Section 423 of the Code).
Solely by way of example and without limiting the foregoing, the Company could, but shall not be required to, provide for simultaneous
Offerings under the Section 423 Component and the Non-Section 423 Component of the Plan.


 


This Plan constitutes an amendment and restatement
of the Inseego Corp. Amended and Restated 2000 Employee Stock Purchase Plan (the “Prior Plan”).


 


Article
II.

DEFINITIONS AND CONSTRUCTION


 


Wherever
the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise.


 


2.1 “Administrator”
means the entity that conducts the general administration of the Plan as provided in Article XI.


 


2.2 “Agent”
means the brokerage firm, bank or other financial institution, entity or person(s), if any, engaged, retained, appointed or authorized
to act as the agent of the Company or an Employee with
regard to the Plan.


 


 






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2.3 “Applicable
Law” means the requirements relating to the administration of equity incentive plans under U.S. federal and state securities,
tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation system on which Shares
are listed or quoted and the applicable laws and rules of any foreign country or other jurisdiction where rights under this Plan are
granted.


 


2.4 “Board”
means the Board of Directors of the Company.


 


2.5 “Code”
means the U.S. Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.


 


2.6 “Common
Stock” means common stock of the Company and such other securities of the Company that may be substituted therefore.


 


2.7 “Company”
means Inseego Corp., a Delaware corporation, or any successor.


 


2.8 “Compensation”
of an Eligible Employee means, unless otherwise determined by the Administrator, the gross base compensation or wages received by such
Eligible Employee as compensation for services to the Company or any Designated Subsidiary, excluding overtime payments, sales commissions,
incentive compensation, bonuses, expense reimbursements, income received in connection with any compensatory equity awards, fringe benefits
and other special payments.


 


2.9 “Designated
Subsidiary” means any Subsidiary designated by the Administrator in accordance with Section 11.2(b), such designation to
specify whether such participation is in the Section 423 Component or Non-Section 423 Component. A Designated Subsidiary may participate
in either the Section 423 Component or Non-Section 423 Component, but not both; provided that a Subsidiary that, for U.S. tax purposes,
is disregarded from the Company or any Subsidiary that participates in the Section 423 Component shall automatically constitute a Designated
Subsidiary that participates in the Section 423 Component.


 


2.10 “Eligible
Employee” means:


 


(a) An Employee
who does not, immediately after any rights under this Plan are granted, own (directly or through attribution) stock possessing 5% or
more of the total combined voting power or value of all classes of Shares and other securities of the Company, a Parent or a Subsidiary
(as determined under Section 423(b)(3) of the Code). For purposes of the foregoing, the rules of Section 424(d) of the Code with regard
to the attribution of stock ownership shall apply in determining the stock ownership of an individual, and stock that an Employee may
purchase under outstanding options shall be treated as stock owned by the Employee.


 


(b) Notwithstanding
the foregoing, the Administrator may provide in an Offering Document that an Employee shall not be eligible to participate in an Offering
Period under the Section 423 Component if: (i) such Employee is a highly compensated employee within the meaning of Section 423(b)(4)(D)
of the Code; (ii) such Employee has not met a service requirement designated by the Administrator pursuant to Section 423(b)(4)(A) of
the Code (which service requirement may not exceed two (2) years); (iii) such Employee’s customary employment is for twenty (20)
hours per week or less; (iv) such Employee’s customary employment is for less than five (5) months in any calendar year; and/or
(v) such Employee is a citizen or resident of a foreign jurisdiction and the grant of a right to purchase Shares under the Plan to such
Employee would be prohibited under the laws of such foreign jurisdiction or the grant of a right to purchase Shares under the Plan to
such Employee in compliance with the laws of such foreign jurisdiction would cause the Plan to violate the requirements of Section 423
of the Code, as determined by the Administrator in its sole discretion; provided, further, that any exclusion in clauses
(i), (ii), (iii), (iv) or (v) shall be applied in an identical manner under each Offering Period to all Employees, in accordance with
Treas. Reg. Section 1.423-2(e).


 


(c) Further
notwithstanding the foregoing, with respect to the Non-Section 423 Component, the first sentence in this definition shall apply in determining
who is an “Eligible Employee,” except (i) the Administrator may limit eligibility further within the Company or a Designated
Subsidiary so as to only designate some Employees of the Company or a Designated Subsidiary as Eligible Employees, and (ii) to the extent
the restrictions in the first sentence in this definition are not consistent with applicable local laws, the applicable local laws shall
control.


 


 






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2.11 “Employee”
means any individual who renders services to the Company or any Designated Subsidiary in the status of an employee, and, with respect
to the Section 423 Component, a person who is an employee of the Company or any Designated Subsidiary within the meaning of Section 3401(c)
of the Code. For purposes of an individual’s participation in, or other rights under the Plan, all determinations by the Company
shall be final, binding and conclusive, notwithstanding that any court of law or governmental agency subsequently makes a contrary determination.
For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or
other leave of absence approved by the Company or Designated Subsidiary and meeting the requirements of Treas. Reg. Section 1.421-1(h)(2).
Where the period of leave exceeds three (3) months and the individual’s right to reemployment is not guaranteed either by statute
or by contract, unless otherwise determined by the Administrator, the employment relationship shall be deemed to have terminated on the
first day immediately following such three (3)-month period.


 


2.12 “Enrollment
Date” means the first Trading Day of each Offering Period.


 


2.13 “Fair
Market Value” means, as of any date, the value of Shares determined as follows: (i) if the Shares are listed on any
established stock exchange, its Fair Market Value will be the closing sales price for such Shares as quoted on such exchange for such
date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred, as reported in The Wall Street
Journal or another source the Administrator deems reliable; (ii) if the Shares are not traded on a stock exchange but are quoted
on a national market or other quotation system, the closing sales price on such date, or if no sales occurred on such date, then on the
last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator
deems reliable; or (iii) in any case, the Administrator may determine the Fair Market Value in its discretion.


 


2.14 “Non-Section
423 Component” means those Offerings under the Plan, together with the sub-plans, appendices, rules or procedures, if any,
adopted by the Administrator as a part of this Plan, in each case, pursuant to which rights to purchase Shares during an Offering Period
may be granted to Eligible Employees that need not satisfy the requirements for rights to purchase Shares granted pursuant to an “employee
stock purchase plan” that are set forth under Section 423 of the Code.


 


2.15 “Offering”
means an offer under the Plan of a right to purchase Shares that may be exercised during an Offering Period as further described in Article
IV hereof. Unless otherwise specified by the Administrator, each Offering to the Eligible Employees of the Company or a Designated Subsidiary
shall be deemed a separate Offering, even if the dates and other terms of the applicable Offering Periods of each such Offering are identical,
and the provisions of the Plan will separately apply to each Offering. To the extent permitted by Treas. Reg. Section 1.423-2(a)(1),
the terms of each separate Offering under the Section 423 Component need not be identical, provided that the terms of the Section 423
Component and an Offering thereunder together satisfy Treas. Reg. Section 1.423-2(a)(2) and (a)(3).


 


2.16 “Offering
Document” has the meaning given to such term in Section 4.1.


 


2.17 “Offering
Period” has the meaning given to such term in Section 4.1.


 


2.18 “Parent”
means any corporation, other than the Company, in an unbroken chain of corporations ending with the Company if, at the time of the determination,
each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.


 


2.19 “Participant”
means any Eligible Employee who has executed a subscription agreement and been granted rights to purchase Shares pursuant to the Plan.


 


 






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2.20 “Payday”
means the regular and recurring established day for payment of Compensation to an Employee
of the Company or any Designated Subsidiary.


 


2.21 “Plan”
means this amended and restated Inseego Corp. Amended and Restated 2000 Employee Stock Purchase Plan, including both the Section 423
Component and Non-Section 423 Component and any other sub-plans or appendices hereto, as amended from time to time.


 


2.22 “Purchase
Date” means the last Trading Day of each Purchase Period or such other date as determined by the Administrator and set
forth in the Offering Document.


 


2.23 “Purchase
Period” shall refer to one or more periods within an Offering Period, as designated in the applicable Offering Document;
provided, however, that, in the event no Purchase Period is designated by the Administrator in the applicable Offering
Document, the Purchase Period for each Offering Period covered by such Offering Document shall be the same as the applicable Offering
Period.


 


2.24 “Purchase
Price” means the purchase price designated by the Administrator in the applicable Offering Document (which purchase price,
for purposes of the Section 423 Component, shall not be less than 85% of the Fair Market Value of a Share on the Enrollment Date or on
the Purchase Date, whichever is lower); provided, however, that, in the event no purchase price is designated by the Administrator
in the applicable Offering Document, the purchase price for the Offering Periods covered by such Offering Document shall be 85% of the
Fair Market Value of a Share on the Enrollment Date or on the Purchase Date, whichever is lower; provided, further, that
the Purchase Price may be adjusted by the Administrator pursuant to Article VIII and shall not be less than the par value of a Share.


 


2.25 “Section
423 Component” means those Offerings under the Plan, together with the sub-plans, appendices, rules or procedures, if any,
adopted by the Administrator as a part of this Plan, in each case, pursuant to which rights to purchase Shares during an Offering Period
may be granted to Eligible Employees that are intended to satisfy the requirements for rights to purchase Shares granted pursuant to
an “employee stock purchase plan” that are set forth under Section 423 of the Code.


 


2.26 “Securities
Act” means the U.S. Securities Act of 1933, as amended.


 


2.27 “Share”
means a share of Common Stock.


 


2.28 “Subsidiary”
means any corporation, other than the Company, in an unbroken chain of corporations beginning with the Company if, at the time of the
determination, each of the corporations other than the last corporation in an unbroken chain owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other corporations in such chain; provided, however, that a
limited liability company or partnership may be treated as a Subsidiary to the extent either (a) such entity is treated as a disregarded
entity under Treas. Reg. Section 301.7701-3(a) by reason of the Company or any other Subsidiary that is a corporation being the sole
owner of such entity, or (b) such entity elects to be classified as a corporation under Treas. Reg. Section 301.7701-3(a) and such entity
would otherwise qualify as a Subsidiary. In addition, with respect to the Non-Section 423 Component, Subsidiary
shall include any corporate or non-corporate entity in which the Company has a direct or
indirect equity interest or significant business relationship that constitutes a “parent” or “subsidiary” of
the Company for purposes of Form S-8 of the Securities Act and whose employees are eligible to be offered securities registrable on Form
S-8 of the Securities Act.


 


2.29 “Trading
Day” means a day on which national stock exchanges in the United States are open for trading.


 


2.30 “Treas.
Reg.” means U.S. Department of the Treasury regulations.


 


 






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Article
III.

SHARES SUBJECT TO THE PLAN


 


3.1 Number
of Shares. Subject to Article VIII, the aggregate number of Shares that may be issued pursuant
to rights granted under the Plan shall be 2,222,798 Shares. If any right granted under the Plan shall for any reason terminate without
having been exercised, the Shares not purchased under such right shall again become available for issuance under the Plan.


 


3.2 Shares
Distributed. Any Shares distributed pursuant to the Plan may consist, in whole or in part, of authorized
and unissued Shares, treasury shares or Shares purchased on the open market.


 


Article
IV.

Offering Periods; Offering Documents; Purchase Dates


 


4.1 Offering
Periods. The Administrator may from time to time grant or provide for the grant of rights to purchase
Shares under the Plan to Eligible Employees during one or more periods (each, an “Offering Period”) selected
by the Administrator. The terms and conditions applicable to each Offering Period shall be set forth in an “Offering Document”
adopted by the Administrator, which Offering Document shall be in such form and shall contain such terms and conditions as the Administrator
shall deem appropriate and shall be incorporated by reference into and made part of the Plan and shall be attached hereto as part of
the Plan. The Administrator shall establish in each Offering Document one or more Purchase Periods during such Offering Period during
which rights granted under the Plan shall be exercised and purchases of Shares carried out during such Offering Period in accordance
with such Offering Document and the Plan. The provisions of separate Offerings or Offering Periods under the Plan need not be identical.


 


4.2 Offering
Documents. Each Offering Document with respect to an Offering Period shall specify (through incorporation
of the provisions of this Plan by reference or otherwise):


 


(a) the
length of the Offering Period, which period shall not exceed twenty-seven (27) months;


 


(b) the
length of the Purchase Period(s) within the Offering Period;


 


(c) the
maximum number of Shares that may be purchased by any Eligible Employee during such Offering Period, which, in the absence of a contrary
designation by the Administrator, shall be 5,000 Shares;


 


(d) in connection
with each Offering Period that contains more than one Purchase Period, the maximum aggregate number of shares which may be purchased
by any Eligible Employee during each Purchase Period, which, in the absence of a contrary designation by the Administrator, shall be
5,000 Shares; and


 


(e) such
other provisions as the Administrator determines are appropriate, subject to the Plan.


 


Article
V.

ELIGIBILITY AND PARTICIPATION


 


5.1 Eligibility.
Any Eligible Employee who shall be employed by the Company or a Designated Subsidiary on a given Enrollment Date for an Offering Period
shall be eligible to participate in the Plan during such Offering Period, subject to the requirements of this Article V and, for
the Section 423 Component, the limitations imposed by Section 423(b) of the Code.


 


 






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5.2 Enrollment
in Plan.


 


(a) Except
as otherwise set forth in an Offering Document or determined by the Administrator, an Eligible Employee may become a Participant in the
Plan for an Offering Period by delivering a subscription agreement to the Company by such time prior to the Enrollment Date for such
Offering Period (or such other date specified in the Offering Document) designated by the Administrator and in such form as the Company
provides.


 


(b) Except
as otherwise determined by the Administrator, each subscription agreement shall designate a whole percentage of such Eligible Employee’s
Compensation to be withheld by the Company or the Designated Subsidiary employing such Eligible Employee on each Payday during the Offering
Period as payroll deductions under the Plan. The percentage of Compensation designated by an Eligible Employee may not be less than 1%
and may not be more than the maximum percentage specified by the Administrator in the applicable Offering Document (which percentage
shall be 10% in the absence of any such designation) as payroll deductions. The payroll deductions made for each Participant shall be
credited to an account for such Participant under the Plan and shall be deposited with the general funds of the Company.


 


(c) A Participant
may increase or decrease the percentage of Compensation designated in his or her subscription agreement, subject to the limits of this
Section 5.2, or may suspend his or her payroll deductions, at any time during an Offering Period; provided, however,
that the Administrator may limit the number of changes a Participant may make to his or her payroll deduction elections during each Offering
Period in the applicable Offering Document (and in the absence of any specific designation by the Administrator, a Participant shall
be allowed to decrease (but not increase) or suspend his or her payroll deduction elections one time during each Offering Period). Any
such change or suspension of payroll deductions shall be effective with the first full payroll period following five (5) business days
after the Company’s receipt of the new subscription agreement (or such shorter or longer period as may be specified by the Administrator
in the applicable Offering Document). In the event a Participant suspends his or her payroll deductions, such Participant’s cumulative
payroll deductions prior to the suspension shall remain in his or her account and shall be applied to the purchase of Shares on the next
occurring Purchase Date and shall not be paid to such Participant unless he or she withdraws from participation in the Plan pursuant
to Article VII.


 


(d) Except
as otherwise set forth in an Offering Document or determined by the Administrator, a Participant may participate in the Plan only by
means of payroll deduction and may not make contributions by lump sum payment for any Offering Period.


 


5.3 Payroll
Deductions. Except as otherwise provided in the applicable Offering Document or determined by the Administrator,
payroll deductions for a Participant shall commence on the first Payday following the Enrollment Date and shall end on the last Payday
in the Offering Period to which the Participant’s authorization is applicable, unless sooner terminated by the Participant as provided
in Article VII or suspended by the Participant or the Administrator as provided in Section 5.2 and Section 5.6, respectively. Notwithstanding
any other provisions of the Plan to the contrary, in non-U.S. jurisdictions where participation in the Plan through payroll deductions
is prohibited, the Administrator may provide that an Eligible Employee may elect to participate through contributions to the Participant’s
account under the Plan in a form acceptable to the Administrator in lieu of or in addition to payroll deductions; provided, however,
that, for any Offering under the Section 423 Component, the Administrator shall take into consideration any limitations under Section
423 of the Code when applying an alternative method of contribution.


 


5.4 Effect
of Enrollment. A Participant’s completion of a subscription agreement will enroll such Participant
in the Plan for each subsequent Offering Period on the terms contained therein until the Participant either submits a new subscription
agreement, withdraws from participation under the Plan as provided in Article VII or otherwise becomes ineligible to participate
in the Plan.


 


5.5 Limitation
on Purchase of Shares. An Eligible Employee may be granted rights
under the Section 423 Component only if such rights, together with any other rights granted to such Eligible Employee under “employee
stock purchase plans” of the Company, any Parent or any Subsidiary, as specified by Section 423(b)(8) of the Code, do not permit
such employee’s rights to purchase stock of the Company or any Parent or Subsidiary to accrue at a rate that exceeds $25,000 of
the fair market value of such stock (determined as of the first day of the Offering Period during which such rights are granted) for
each calendar year in which such rights are outstanding at any time. This limitation shall be applied in accordance with Section 423(b)(8)
of the Code.


 


 






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5.6 Suspension
of Payroll Deductions. Notwithstanding the foregoing, to the extent necessary to comply with Section
423(b)(8) of the Code and Section 5.5 (with respect to the Section 423 Component) or the other limitations set forth in this Plan,
a Participant’s payroll deductions may be suspended by the Administrator at any time during an Offering Period. The balance of
the amount credited to the account of each Participant that has not been applied to the purchase of Shares by reason of Section 423(b)(8)
of the Code, Section 5.5 or the other limitations set forth in this Plan shall be paid to such Participant in one lump sum in cash
as soon as reasonably practicable after the Purchase Date.


 


5.7 Foreign
Employees. In order to facilitate participation in the Plan, the Administrator may provide for such
special terms applicable to Participants who are citizens or residents of a foreign jurisdiction, or who are employed by a Designated
Subsidiary outside of the United States, as the Administrator may consider necessary or appropriate to accommodate differences in local
law, tax policy or custom. Except as permitted by Section 423 of the Code, with respect to the Section 423 Component, such special terms
may not be more favorable than the terms of rights granted under the Section 423 Component to Eligible Employees who are residents of
the United States. Such special terms may be set forth in an addendum to the Plan in the form of an appendix or sub-plan (which appendix
or sub-plan may be designed to govern Offerings under the Section 423 Component or the Non-Section 423 Component, as determined by the
Administrator). To the extent that the terms and conditions set forth in an appendix or sub-plan conflict with any provisions of the
Plan, the provisions of the appendix or sub-plan shall govern. The adoption of any such appendix or sub-plan shall be pursuant to Section
11.2(g). Without limiting the foregoing, the Administrator is specifically authorized to adopt rules and procedures, with respect to
Participants who are foreign nationals or employed in non-U.S. jurisdictions, regarding the exclusion of particular Subsidiaries from
participation in the Plan, eligibility to participate, the definition of Compensation, handling of payroll deductions or other contributions
by Participants, payment of interest, conversion of local currency, data privacy security, payroll tax, withholding procedures, establishment
of bank or trust accounts to hold payroll deductions or contributions.


 


Article
VI.

grant and Exercise of rights


 


6.1 Grant
of Rights. On the Enrollment Date of each Offering Period, each Eligible Employee participating in
such Offering Period shall be granted a right to purchase the maximum number of Shares specified under Section 4.2, subject to the
limits in Section 5.5, and shall have the right to buy, on each Purchase Date during such Offering Period (at the applicable Purchase
Price), such number of whole Shares as is determined by dividing (a) such Participant’s payroll deductions accumulated prior to
such Purchase Date and retained in the Participant’s account as of the Purchase Date, by (b) the applicable Purchase Price (rounded
down to the nearest Share). The right shall expire on the earliest of: (x) the last Purchase Date of the Offering Period, (y) the last
day of the Offering Period, and (z) the date on which the Participant withdraws in accordance with Section 7.1 or Section 7.3.


 


6.2 Exercise
of Rights. On each Purchase Date, each Participant’s accumulated payroll deductions and any other
additional payments specifically provided for in the applicable Offering Document will be applied to the purchase of whole Shares, up
to the maximum number of Shares permitted pursuant to the terms of the Plan and the applicable Offering Document, at the Purchase Price.
No fractional Shares shall be issued upon the exercise of rights granted under the Plan, unless the Offering Document specifically provides
otherwise. Any cash in lieu of fractional Shares remaining after the purchase of whole Shares upon exercise of a purchase right will
be credited to a Participant’s account and carried forward and applied toward the purchase of whole Shares for the next following
Offering Period, unless the Administrator provides that such amounts should be returned to the Participant in one lump sum payment in
a subsequent payroll check. Shares issued pursuant to the Plan may be evidenced in such manner as the Administrator may determine and
may be issued in certificated form or issued pursuant to book-entry procedures.


 


6.3 Pro
Rata Allocation of Shares. If the Administrator determines that, on a given Purchase Date, the number
of Shares with respect to which rights are to be exercised may exceed (a) the number of Shares that were available for issuance under
the Plan on the Enrollment Date of the applicable Offering Period, or (b) the number of Shares available for issuance under the Plan
on such Purchase Date, the Administrator may in its sole discretion provide that the Company shall make a pro rata allocation of the
Shares available for purchase on such Enrollment Date or Purchase Date, as applicable, in as uniform a manner as shall be practicable
and as it shall determine in its sole discretion to be equitable among all Participants for whom rights to purchase Shares are to be
exercised pursuant to this Article VI on such Purchase Date, and shall either (i) continue all Offering Periods then in effect,
or (ii) terminate any or all Offering Periods then in effect pursuant to Article IX. The Company may make pro rata allocation of
the Shares available on the Enrollment Date of any applicable Offering Period pursuant to the preceding sentence, notwithstanding any
authorization of additional Shares for issuance under the Plan by the Company’s stockholders subsequent to such Enrollment Date.
The balance of the amount credited to the account of each Participant that has not been applied to the purchase of Shares shall be paid
to such Participant without interest in one lump sum in cash as soon as reasonably practicable after the Purchase Date, or such earlier
date as determined by the Administrator.


 


 






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6.4 Withholding.
At the time a Participant’s rights under the Plan are exercised, in whole or in part, or at the time some or all of the Shares
issued under the Plan is disposed of, the Participant must make adequate provision for the Company’s federal, state, or other tax
withholding obligations, if any, that arise upon the exercise of the right or the disposition of the Shares. At any time, the Company
may, but shall not be obligated to, withhold from the Participant’s compensation or Shares received pursuant to the Plan the amount
necessary for the Company to meet applicable withholding obligations, including any withholding required to make available to the Company
any tax deductions or benefits attributable to sale or early disposition of Shares by the Participant.


 


6.5 Conditions
to Issuance of 6.6Shares. The Company shall not be required to issue or deliver any certificate
or certificates for, or make any book entries evidencing, Shares purchased upon the exercise of rights under the Plan prior to fulfillment
of all of the following conditions: (a) the admission of such Shares to listing on all stock exchanges, if any, on which the Shares are
then listed; (b) the completion of any registration or other qualification of such Shares under any state or federal law or under the
rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, that the Administrator shall,
in its absolute discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from any state or federal
governmental agency that the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) the payment
to the Company of all amounts that it is required to withhold under federal, state or local law upon exercise of the rights, if any;
and (e) the lapse of such reasonable period of time following the exercise of the rights as the Administrator may from time to time establish
for reasons of administrative convenience.


 


Article
VII.

WITHDRAWAL; CESSATION OF ELIGIBILITY


 


7.1 Withdrawal.
A Participant may withdraw all but not less than all of the payroll deductions credited to his or her account and not yet used to exercise
his or her rights under the Plan at any time by giving written notice to the Company in a form acceptable to the Company no later than
one (1) week prior to the end of the Offering Period (or such shorter or longer period as may be
specified by the Administrator in the applicable Offering Document). All of the Participant’s payroll deductions credited to his
or her account during an Offering Period shall be paid to such Participant as soon as reasonably practicable after receipt of notice
of withdrawal and such Participant’s rights for the Offering Period shall be automatically terminated, and no further payroll deductions
for the purchase of Shares shall be made for such Offering Period. If a Participant withdraws from an Offering Period, payroll deductions
shall not resume at the beginning of the next Offering Period unless the Participant is an Eligible Employee and timely delivers to the
Company a new subscription agreement.


 


7.2 Future
Participation. A Participant’s withdrawal from an Offering Period shall not have any effect upon
his or her eligibility to participate in any similar plan that may hereafter be adopted by the Company or a Designated Subsidiary or
in subsequent Offering Periods that commence after the termination of the Offering Period from which the Participant withdraws.


 


7.3 Cessation
of Eligibility. Upon a Participant’s ceasing to be an Eligible Employee for any reason, he or
she shall be deemed to have elected to withdraw from the Plan pursuant to this Article VII and the payroll deductions credited to
such Participant’s account during the Offering Period shall be paid to such Participant or, in the case of his or her death, to
the person or persons entitled thereto under Section 12.4, as soon as reasonably practicable, and such Participant’s rights
for the Offering Period shall be automatically terminated. If a Participant transfers employment from the Company or any Designated Subsidiary
participating in the Section 423 Component to any Designated Subsidiary participating in the Non-Section 423 Component, such transfer
shall not be treated as a termination of employment under the Plan, but the Participant shall immediately cease to participate in the
Section 423 Component; however, any contributions made for the Offering Period in which such transfer occurs shall be transferred to
the Non-Section 423 Component, and such Participant shall immediately join the then-current Offering under the Non-Section 423 Component
upon the same terms and conditions in effect for the Participant’s participation in the Section 423 Component, except for such
modifications otherwise applicable for Participants in such Offering. A Participant who transfers employment from any Designated Subsidiary
participating in the Non-Section 423 Component to the Company or any Designated Subsidiary participating in the Section 423 Component
shall not be treated as terminating the Participant’s employment under the Plan and shall remain a Participant in the Non-Section
423 Component until the earlier of (i) the end of the current Offering Period under the Non-Section 423 Component or (ii) the Enrollment
Date of the first Offering Period in which the Participant is eligible to participate following such transfer. Notwithstanding the foregoing,
the Administrator may establish different rules to govern transfers of employment between entities participating in the Section 423 Component
and the Non-Section 423 Component, consistent with the applicable requirements of Section 423 of the Code.


 


 






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Article
VIII.

Adjustments upon Changes in SHARES


 


8.1 Changes
in Capitalization. Subject to Section 8.3, in the event that the Administrator determines that any
dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), change in control, reorganization,
merger, amalgamation, consolidation, combination, repurchase, redemption, recapitalization, liquidation, dissolution, or sale, transfer,
exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange of Shares or other securities
of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate
transaction or event, as determined by the Administrator, affects the Shares such that an adjustment is determined by the Administrator
to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made
available under the Plan or with respect to any outstanding purchase rights under the Plan, the Administrator shall make equitable adjustments,
if any, to reflect such change with respect to (a) the aggregate number and type of Shares (or other securities or property) that may
be issued under the Plan (including, but not limited to, adjustments of the limitations in Section 3.1 and the limitations established
in each Offering Document pursuant to Section 4.2 on the maximum number of Shares that may be purchased); (b) the class(es) and
number of Shares and price per Share subject to outstanding rights; and (c) the Purchase Price with respect to any outstanding rights.


 


8.2 Other
Adjustments. Subject to Section 8.3, in the event of any transaction or event described in Section 8.1
or any unusual or nonrecurring transactions or events affecting the Company, any affiliate of the Company, or the financial statements
of the Company or any affiliate, or of changes in Applicable Law or accounting principles, the Administrator, in its discretion, and
on such terms and conditions as it deems appropriate, is hereby authorized to take any one or more of the following actions whenever
the Administrator determines that such action is appropriate in order to prevent the dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan or with respect to any right under the Plan, to facilitate such transactions or
events or to give effect to such changes in laws, regulations or principles:


 


(a) To provide
for either (i) termination of any outstanding right in exchange for an amount of cash, if any, equal to the amount that would have been
obtained upon the exercise of such right had such right been currently exercisable or (ii) the replacement of such outstanding right
with other rights or property selected by the Administrator in its sole discretion;


 


(b) To provide
that the outstanding rights under the Plan shall be assumed by the successor or survivor corporation, or a parent or subsidiary thereof,
or shall be substituted for by similar rights covering the stock of the successor or survivor corporation, or a parent or subsidiary
thereof, with appropriate adjustments as to the number and kind of shares and prices;


 


(c) To make
adjustments in the number and type of Shares (or other securities or property) subject to outstanding rights under the Plan and/or in
the terms and conditions of outstanding rights and rights that may be granted in the future;


 


(d) To provide
that Participants’ accumulated payroll deductions may be used to purchase Shares prior to the next occurring Purchase Date on such
date as the Administrator determines in its sole discretion and the Participants’ rights under the ongoing Offering Period(s) shall
be terminated; and


 


(e) To provide
that all outstanding rights shall terminate without being exercised.


 


8.3 No
Adjustment Under Certain Circumstances. Unless determined otherwise by the Administrator, no adjustment
or action described in this Article VIII or in any other provision of the Plan shall be authorized to the extent that such adjustment
or action would cause the Section 423 Component of the Plan to fail to satisfy the requirements of Section 423 of the Code.


 


8.4 No
Other Rights. Except as expressly provided in the Plan, no Participant shall have any rights by reason
of any subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number
of shares of stock of any class or any dissolution, liquidation, merger, or consolidation of the Company or any other corporation. Except
as expressly provided in the Plan or pursuant to action of the Administrator under the Plan, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number of Shares subject to outstanding rights under the Plan or the Purchase Price with respect to any
outstanding rights.


 


 






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Article
IX.

Amendment, modification and termination


 


9.1 Amendment,
Modification and Termination. The Administrator may amend, suspend or terminate the Plan at any time
and from time to time; provided, however, that approval of the Company’s stockholders shall be required to
amend the Plan to: (a) increase the aggregate number, or change the type, of shares that may be sold pursuant to rights under the Plan
under Section 3.1 (other than an adjustment as provided by Article VIII) or (b) change the corporations or classes of corporations
whose employees may be granted rights under the Plan.


 


9.2 Certain
Changes to Plan. Without stockholder consent and without regard to whether any Participant rights may
be considered to have been adversely affected (and, with respect to the Section 423 Component of the Plan, after taking into account
Section 423 of the Code), the Administrator shall be entitled to change or terminate the Offering Periods, limit the frequency and/or
number of changes in the amount withheld from Compensation during an Offering Period, establish the exchange ratio applicable to amounts
withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a Participant in order
to adjust for delays or mistakes in the Company’s processing of payroll withholding elections, establish reasonable waiting and
adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Shares for each Participant
properly correspond with amounts withheld from the Participant’s Compensation, and establish such other limitations or procedures
as the Administrator determines in its sole discretion to be advisable that are consistent with the Plan.


 


9.3 Actions
In the Event of Unfavorable Financial Accounting Consequences. In the event the Administrator determines
that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Administrator may, in its discretion
and, to the extent necessary or desirable, modify or amend the Plan to reduce or eliminate such accounting consequence including, but
not limited to:


 


(a) altering
the Purchase Price for any Offering Period including an Offering Period underway at the time of the change in Purchase Price;


 


(b) shortening
any Offering Period so that the Offering Period ends on a new Purchase Date, including an Offering Period underway at the time of the
Administrator action; and


 


(c) allocating
Shares.


 


Such modifications
or amendments shall not require stockholder approval or the consent of any Participant.


 


9.4 Payments
Upon Termination of Plan. Upon termination of the Plan, the balance in each Participant’s Plan
account shall be refunded as soon as practicable after such termination, without any interest thereon, or the Offering Period may be
shortened so that the purchase of Shares occurs prior to the termination of the Plan.


 


Article
X.

TERM OF PLAN


 


This amended and restated
Plan shall become effective on the date it is approved by the Board (the “Restatement Effective Date”). The
Plan shall remain in effect until terminated under Section 9.1. No rights may be granted under the Plan during any period of suspension
of the Plan or after termination of the Plan. This amended and restated Plan will be submitted for the approval of the Company’s
stockholders within twelve (12) months after the Restatement Effective Date. No rights under this amended and restated Plan shall be exercised,
and no Shares shall be issued hereunder, until this amended and restated Plan shall have been approved by the stockholders of the Company.
If this amended and restated Plan is not approved by the Company’s stockholders within twelve (12) months following the Restatement
Effective Date, all rights granted under this amended and restated Plan shall be canceled and become null and void without being exercised,
and the Prior Plan will continue in full force and effect on its terms and conditions in effect immediately prior to the Restatement Effective
Date.


 


 






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Article
XI.

ADMINISTRATION


 


11.1 Administrator.
Unless otherwise determined by the Board, the Administrator of the Plan shall be the Compensation Committee of the Board (or another
committee or a subcommittee of the Board to which the Board delegates administration of the Plan). The Board may at any time vest in
the Board any authority or duties for administration of the Plan. The Administrator may delegate administrative tasks under the Plan
to the services of an Agent or Employees to assist in the administration of the Plan, including establishing and maintaining an individual
securities account under the Plan for each Participant.


 


11.2 Authority
of Administrator. The Administrator shall have the power, subject to, and
within the limitations of, the express provisions of the Plan:


 


(a) To determine
when and how rights to purchase Shares shall be granted and the provisions of each offering of such rights (which need not be identical).


 


(b) To designate
from time to time which Subsidiaries of the Company shall be Designated Subsidiaries, which designation may be made without the approval
of the stockholders of the Company.


 


(c) To impose
a mandatory holding period pursuant to which Employees may not dispose of or transfer Shares purchased under the Plan for a period of
time determined by the Administrator in its discretion.


 


(d) To construe
and interpret the Plan and rights granted under it, and to establish, amend and revoke rules and regulations for its administration.
The Administrator, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the
extent it shall deem necessary or expedient to make the Plan fully effective.


 


(e) To amend,
suspend or terminate the Plan as provided in Article IX.


 


(f) Generally,
to exercise such powers and to perform such acts as the Administrator deems necessary or expedient to promote the best interests of the
Company and its Subsidiaries and to carry out the intent that the Plan be treated as an “employee stock purchase plan” within
the meaning of Section 423 of the Code for the Section 423 Component.


 


(g)
The Administrator may adopt sub-plans applicable to particular Designated
Subsidiaries or locations, which sub-plans may be designed to be outside the scope of Section
423 of the Code. The rules of such sub-plans may take precedence over other provisions of this Plan,
with the exception of Section 3.1 hereof, but unless otherwise superseded by the terms of such sub-plan,
the provisions of this Plan shall govern the operation of such sub-plan.


 


11.3 Decisions
Binding. The Administrator’s interpretation of the Plan, any rights granted pursuant to the Plan,
any subscription agreement and all decisions and determinations by the Administrator with respect to the Plan are final, binding, and
conclusive on all parties.


 


Article
XII.

MISCELLANEOUS


 


12.1 Restriction
upon Assignment. A right granted under the Plan shall not be transferable other than
by will or the Applicable Laws of descent and distribution, and is exercisable during the Participant’s lifetime only by the Participant.
Except as provided in Section 12.4 hereof, a right under the Plan may not be exercised to any extent except by the Participant.
The Company shall not recognize and shall be under no duty to recognize any assignment or alienation of the Participant’s interest
in the Plan, the Participant’s rights under the Plan or any rights thereunder.


 


12.2 Rights
as a Stockholder. With respect to Shares subject to a right granted under the Plan, a Participant shall
not be deemed to be a stockholder of the Company, and the Participant shall not have any of the rights or privileges of a stockholder,
until such Shares have been issued to the Participant or his or her nominee following exercise of the Participant’s rights under
the Plan. No adjustments shall be made for dividends (ordinary or extraordinary, whether in cash securities, or other property) or distribution
or other rights for which the record date occurs prior to the date of such issuance, except as otherwise expressly provided herein or
as determined by the Administrator.


 


 


 






    	 	11	 



     


    

 


		 	

	 	 	 





 


 


12.3 Interest.
No interest shall accrue on the payroll deductions or contributions of a Participant under the Plan.


 


12.4 Designation
of Beneficiary.


 


(a) A Participant
may, in the manner determined by the Administrator, file a written designation of a beneficiary who is to receive any Shares and/or cash,
if any, from the Participant’s account under the Plan in the event of such Participant’s death subsequent to a Purchase Date
on which the Participant’s rights are exercised but prior to delivery to such Participant of such Shares and cash. In addition,
a Participant may file a written designation of a beneficiary who is to receive any cash from the Participant’s account under the
Plan in the event of such Participant’s death prior to exercise of the Participant’s rights under the Plan. If the Participant
is married and resides in a community property state, a designation of a person other than the Participant’s spouse as his or her
beneficiary shall not be effective without the prior written consent of the Participant’s spouse.


 


(b) Such
designation of beneficiary may be changed by the Participant at any time by written notice to the Company. In the event of the death
of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant’s
death, the Company shall deliver such Shares and/or cash to the executor or administrator of the estate of the Participant, or if no
such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such
Shares and/or cash to the spouse or to any one or more dependents or relatives of the Participant, or if no spouse, dependent or relative
is known to the Company, then to such other person as the Company may designate.


 


12.5 Notices.
All notices or other communications by a Participant to the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt
thereof.


 


12.6 Equal
Rights and Privileges. Subject to Section 5.7, all Eligible Employees will have equal rights and
privileges under the Section 423 Component so that the Section 423 Component of this Plan qualifies as an “employee stock purchase
plan” within the meaning of Section 423 of the Code. Subject to Section 5.7, any provision of the Section 423 Component that
is inconsistent with Section 423 of the Code will, without further act or amendment by the Company, the Board or the Administrator, be
reformed to comply with the equal rights and privileges requirement of Section 423 of the Code. Eligible Employees participating in the
Non-Section 423 Component need not have the same rights and privileges as other Eligible Employees participating in the Non-Section 423
Component or as Eligible Employees participating in the Section 423 Component.


 


12.7 Use
of Funds. All payroll deductions received or held by the Company under the Plan may be used by the
Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions.


 


12.8 Reports.
Statements of account shall be given to Participants at least annually, which statements shall set forth the amounts of payroll deductions,
the Purchase Price, the number of Shares purchased and the remaining cash balance, if any.


 


12.9 No
Employment Rights. Nothing in the Plan shall be construed to give any person (including any Eligible
Employee or Participant) the right to remain in the employ of the Company or any Parent or Subsidiary or affect the right of the Company
or any Parent or Subsidiary to terminate the employment of any person (including any Eligible Employee or Participant) at any time, with
or without cause.


 


12.10 Notice
of Disposition of Shares. Each Participant shall give prompt notice to the Company of any disposition
or other transfer of any Shares purchased upon exercise of a right under the Section 423 Component of the Plan if such disposition or
transfer is made: (a) within two (2) years from the Enrollment Date of the Offering Period in which the Shares were purchased or (b)
within one (1) year after the Purchase Date on which such Shares were purchased. Such notice shall specify the date of such disposition
or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the Participant
in such disposition or other transfer.


 


 






    	 	12	 



     


    

 


		 	

	 	 	 





 


 


12.11 Governing
Law. The Plan and any agreements hereunder shall be administered, interpreted and enforced in accordance
with the laws of the State of Delaware, disregarding any state’s choice of law principles requiring the application of a jurisdiction’s
laws other than the State of Delaware.


 


12.12 Electronic
Forms. To the extent permitted by Applicable Law and in the discretion of the Administrator, an Eligible
Employee may submit any form or notice as set forth herein by means of an electronic form approved by the Administrator. Before the commencement
of an Offering Period, the Administrator shall prescribe the time limits within which any such electronic form shall be submitted to
the Administrator with respect to such Offering Period in order to be a valid election.


 


12.13 Section
409A. The Section 423 Component of the Plan and the rights to purchase Shares granted pursuant to Offerings thereunder are intended
to be exempt from the application of Section 409A of the Code and the U.S. Department of Treasury Regulations and other interpretive
guidance issued thereunder (collectively, “Section 409A”). Neither the Non-Section 423 Component nor any right
to purchase Shares granted pursuant to an Offering thereunder is intended to constitute or provide for “nonqualified deferred compensation”
within the meaning of Section 409A. Notwithstanding any provision of the Plan to the contrary, if the Administrator determines that any
right to purchase Shares granted under the Plan may be or become subject to Section 409A or that any provision of the Plan may cause
a right to purchase Shares granted under the Plan to be or become subject to Section 409A, the Administrator may adopt such amendments
to the Plan and/or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take
any other actions as the Administrator determines are necessary or appropriate to avoid the imposition of taxes under Section 409A, either
through compliance with the requirements of Section 409A or with an available exemption therefrom.


 


* * * * *


 


 






    	 	13	 



     


    

 





		 	

	 	 	 


 


 


AMENDED AND RESTATED INSEEGO CORP.


2000 EMPLOYEE STOCK PURCHASE PLAN


SUB-PLAN FOR 


INTERNATIONAL PARTICIPANTS


 


1. Application


 


This Sub-Plan
for Participants in non-U.S. jurisdictions in the Amended and Restated Inseego Corp. 2000 Employee Stock Purchase Plan (this “Sub-Plan”)
sets forth additional terms and conditions applicable to the rights granted to, and the shares of Common Stock purchased by, Eligible
Employees in the countries set forth below.


 


The Plan
and this Sub-Plan are complimentary to each other and shall be deemed as one. In any case of contradiction between the provisions of
this Sub-Plan and the Plan, the provisions set out in the Sub-Plan shall prevail. Any capitalized terms used in this Sub-Plan but not
defined shall have the meaning given to those terms in the Plan.


 


2.
Global Provisions


 


(a)
Data Protection. It shall be a term and condition for participation in the Plan that a Participant explicitly and unambiguously
consent to the collection, use and transfer, in electronic or other form, of a Participant’s personal “Data” (as defined
below) by and among, as applicable, the Company, any Parent or Subsidiary and a Participant’s employing entity (the “Employer”),
if different, and their affiliates (collectively, the “Company Group”) for the exclusive purpose of implementing,
administering and managing the Participant’s participation in the Plan. The Company Group holds certain personal information about
the Participant, including, but not limited to, the Participant’s name, home address and telephone number, e-mail address, date
of birth, employee identification number, NRIC or passport number or equivalent, salary, nationality, job title, any shares of stock
or directorships held in the Company, details of all options or any other entitlement to shares of stock awarded, canceled, exercised,
vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing, administering and managing the Plan
(“Data”). Data will be transferred to such stock plan service providers, as may be prudently selected by the
Company, which are assisting the Company with the implementation, administration and management of the Plan. The recipients of the Data
may be located in the United States of America or elsewhere (and, if the Participant is a resident of a member state of the European
Union, may be outside the European Economic Area) and that the recipient’s country (e.g., the United States of America) may have
different data privacy laws and protections than the Participant’s country. The Participant may request a list with the names and
addresses of all recipients of the Data by contacting his or her local human resources representative. Each Participant hereby authorizes
the Company Group and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering
and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing,
administering and managing the Participant’s participation in the Plan. Data will be held only as long as is necessary to implement,
administer and manage the Participant’s participation in the Plan. The Company will also make the Data available to public authorities
where required under locally applicable law. A Participant may, at any time, view Data, request additional information about the storage
and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case, without cost,
by contacting in writing the Participant’s local human resources representative. A Participant’s refusal to provide consent
or withdrawal of consent may affect the Participant’s ability to participate in the Plan. This section applies to information held,
used or disclosed in any medium.


 


If Participant resides in the UK or the European Union, the Company
Group will hold, collect and otherwise process certain Data as set out in the applicable Company’s GDPR-compliant data privacy notice,
which will be or has been provided to the Participant separately. All personal data will be treated in accordance with applicable data
protection laws and regulations.


 


(b) Acknowledgment
of Nature of Plan and Rights. In participating in the Plan, each Participant acknowledges that:


 


(i) for
employment and labor law purposes, the rights granted and the shares of Common Stock purchased under the Plan are an extraordinary item
that do not constitute wages of any kind for services of any kind rendered to the Company, any Parent or Subsidiary or the Employer,
and the award of rights is outside the scope of Participant’s service contract, if any;


 


 






    	 	14	 



     


    

 





		 	

	 	 	 


 


 


(ii) for
employment and labor law purposes, the rights granted and the Common Stock purchased under the Plan are not part of normal or expected
wages or salary for any purposes, including, but not limited to, calculation of any severance, resignation, termination, redundancy,
dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement benefits or similar payments and
in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer, its Parent
or any Subsidiary of the Company;


 


(iii) the
rights and the shares of Common Stock purchased under the Plan are not intended to be an integral component of compensation or to replace
any pension rights or compensation;


 


(iv) neither
the rights nor any provision of Plan or the policies adopted pursuant to the Plan confer upon any Participant any right with respect
to service or continuation of current service and shall not be interpreted to form a service contract or relationship with the Company
or any Subsidiary;


 


(v) the
future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;


 


(vi) if
the underlying shares of Common Stock do not increase in value, the right may have no value; and


 


(vii) if
a Participant acquires shares of Common Stock, the value of the shares of Common Stock acquired upon purchase may increase or decrease
in value, even below the original price paid.


 


 






    	 	15	 



     


    

 





		 	

	 	 	 


 


 


 


AMENDED AND RESTATED INSEEGO CORP.


2000 EMPLOYEE STOCK PURCHASE PLAN


SUB-PLAN FOR 


INTERNATIONAL PARTICIPANTS


 


 


[Individual
country provisions to come]


 


 


 


 



    	 	16