NOVATEL WIRELESS, INC. WARRANT TO PURCHASE COMMON STOCKNovatel Wireless Inc • April 1st, 2015 • Communications equipment, nec • New York
Novatel Wireless, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, HC2 Holdings 2, Inc., a Delaware corporation, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrant to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the date that is six (6) months following the Issuance Date (the “Exercisability Date”), but not after 11:59 p.m., New York time, on the date that is the five year anniversary of the Issuance Date (the “Expiration Date”), 1,593,583 fully paid and nonassessable shares of Common Stock (as defined below) (subject to adjustment as provided herein, the “Warr
JOINDER AND SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS AND CONSENTCredit and Security Agreement • April 1st, 2015 • Novatel Wireless Inc • Communications equipment, nec • California
THIS JOINDER AND SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS AND CONSENT (this “Amendment”), dated as of March 27, 2015, is entered into by and among NOVATEL WIRELESS, INC., a Delaware corporation (“Novatel”), ENFORA, INC., a Delaware corporation (“Enfora”; Novatel and Enfora are sometimes referred to in this Agreement individually as a “Borrower” and collectively as the “Borrowers”), FEENEY WIRELESS, LLC, an Oregon limited liability company (“Feeney Wireless”), R.E.R. ENTERPRISES, INC., an Oregon corporation (“RER Enterprises”), FEENEY WIRELESS IC-DISC, INC., a Delaware corporation (“Feeney Wireless IC-DISC”; Feeney Wireless, RER Enterprises and Feeney Wireless IC-DISC are sometimes referred to in this Amendment individually as a “New Loan Party” and collectively as the “New Loan Parties”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”). Terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement defin
AGREEMENT AND PLAN OF MERGER BY AND AMONG NOVATEL WIRELESS, INC. DUCK ACQUISITION, INC.Agreement and Plan of Merger • April 1st, 2015 • Novatel Wireless Inc • Communications equipment, nec • Oregon
This AGREEMENT AND PLAN OF MERGER (as amended or modified in accordance with its terms, this “Agreement”) is made and entered into as of March 27, 2015 by and among (i) Novatel Wireless, Inc., a Delaware corporation (“Parent”), (ii) Duck Acquisition, Inc., an Oregon corporation and wholly owned subsidiary of Parent (“Merger Sub”), (iii) R.E.R. Enterprises, Inc., an Oregon corporation (the “Company”), (iv) the stockholders of the Company set forth on the signature page(s) of this Agreement (the “Major Stockholders”), and (v) Ethan Ralston, as the representative of the holders of Company Common Stock (the “Stockholders’ Representative”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
