Inseego : 2022 Annual Report

Date

September 5, 2023

Time

8:00 a.m., Pacific Time

Location

Inseego Corp.

9710 Scranton Road, Suite 200

San Diego, California 92121

Items of Business

(1)

Elect two directors to serve until the 2026 annual meeting of stockholders;

(2)

Ratify the appointment of Marcum LLP as the Company's independent registered

public accounting firm for the fiscal year ending December 31, 2023;

(3)

Hold an advisory vote to approve the compensation of our named executive officers, as

presented in the proxy statement accompanying this notice;

(4)

Hold an advisory vote on the frequency of the advisory vote on executive

compensation;

(5)

Authorize the Company's board of directors to amend the Company's Amended and

Restated Certificate of Incorporation to effect a reverse stock split of all of the

Company's outstanding shares of common stock, par value $0.0001 per share, by a

ratio in the range of 1-for 5 to 1-for-10;

(6)

Authorize the Company's board of directors to amend the Company's Amended and

Restated Certificate of Incorporation to increase the number of authorized shares of

common stock from 150,000,000 shares to 300,000,000 shares;

(7)

Approve an adjournment of the Annual Meeting, if necessary, to solicit additional

proxies if there are not sufficient votes in favor of any of the Proposals; and

(8)

Transact any other business properly brought before the Annual Meeting or any

adjournment or postponement thereof.

Record Date

Close of business on July 24, 2023