SEQUANS COMMUNICATIONS (Form: S-8, Received: 11/04/2016 16:09:24)

Large accelerated filer

Accelerated filer

Non-accelerated filer

☐ (Do not check if a smaller reporting company)

Smaller reporting company

As filed with the Securities and Exchange Commission on November 4, 2016

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SEQUANS COMMUNICATIONS S.A.

(Exact name of Registrant as specified in its charter)

French Republic

Not Applicable

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

Sequans Communications S.A.

15-55 boulevard Charles de Gaulle

92700 Colombes, France

Telephone: +33 1 70 72 16 00

(Address of Principal Executive Offices)

Stock Option Subscription Plan 2016-1

Restricted Share Award Plan 2016-1

BSA (Warrants) Subscription Plan 2016-1

BSA (Warrants) Subscription Plan 2016-2

BSA (Warrants) Issuance Agreement, Dated June 28, 2016

(Full title of the plan(s))

GKL Corporate/Search, Inc.

One Capitol Mall, Suite 660

Sacramento, California 95814

Telephone: +1 916 442 7652

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

John V. Bautista, Esq.

Brett Cooper, Esq.

Orrick, Herrington & Sutcliffe LLP

1000 Marsh Road

Menlo Park, California 94025

Telephone: +1 650 614 7400

Facsimile: +1 650 614 7401

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

CALCULATION OF REGISTRATION FEE



Title of each class of securities to be registered (1)	Amount to be registered (2)	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Ordinary Shares, nominal value €0.02 per share	140,000	$1.86 (3)	$260,400 (3)	$30.18
Ordinary Shares, nominal value €0.02 per share	190,000	$1.77 (4)	$336,300 (4)	$38.98
Ordinary Shares, nominal value €0.02 per share	61,250	$2.01 (5)	$123,112.50 (5)	$14.27
Ordinary Shares, nominal value €0.02 per share	50,000	$1.82 (6)	$91,000 (6)	$10.55
Ordinary Shares, nominal value €0.02 per share	10,000	$2.01 (7)	$20,100 (7)	$2.33
Ordinary Shares, nominal value €0.02 per share	688,750	$2.035 (8)	$1,401,606.25 (8)	$162.45
Restricted Shares, Options and Warrants to Purchase Ordinary Shares	1,140,000	N/A	N/A	N/A
Aggregate Registration Fee				$258.76

(1)	These shares may be represented by the Registrant’s American Depositary Shares, or ADS. Each ADS represents one ordinary share. ADSs issuable upon deposit of the ordinary shares registered hereby were registered pursuant to a separate Registration Statement on Form F-6 (File No. 333-173002).

(2)

Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement shall also cover any Ordinary Shares which become issuable under the Registrant’s Stock Option Subscription Plan, Restricted Share Award Plan, BSA (Warrants) Subscription Agreements or BSA (Warrants) Issuance Agreement by reason of any share dividend, share split, recapitalization or any other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the Registrant’s outstanding Ordinary Shares.

(3)	Estimated in accordance with Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee. The price of $1.86 per share represents the exercise price for outstanding warrants issued under the Registrant’s BSA (Warrants) Issuance Agreement.

(4)

Estimated in accordance with Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee. The price of $1.77 per share represents the weighted average exercise price for outstanding options issued under the Registrant’s Stock Option Subscription Plan.

(5)

Estimated in accordance with Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee. The price of $2.01 per share represents the weighted average market value, as of the date of grant, of outstanding restricted share awards issued under the Registrant’s Restricted Share Award Plan.

(6)

Estimated in accordance with Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee. The price of $1.82 per share represents the weighted average exercise price for outstanding warrants issued under the Registrant’s BSA (Warrants) Subscription Plan 2016-1.

(7)

Estimated in accordance with Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee. The price of $2.01 per share represents the weighted average exercise price for outstanding warrants issued under the Registrant’s BSA (Warrants) Subscription Plan 2016-2.

(8)

Estimated in accordance with Rule 457(c) and (h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee on the basis of $2.035 per share, which represents the average of the high and low prices of the Registrant’s ADSs reported on the New York Stock Exchange for November 1, 2016.

PART I

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The information called for in Part I of Form S-8 is not being filed with or included with this Registration Statement on Form S-8 (the “Registration Statement”), by incorporation by reference or otherwise, in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference.

Sequans Communications S.A. (the “Registrant”) hereby incorporates into this Registration Statement the following documents, which have been previously filed by the Registrant with the Commission:

(a) The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2015 (File No. 001-35135), filed with the Commission on April 29, 2016, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Form 20-F referred to in (a) above; and

(c) The description of the Registrant’s Ordinary Shares and American Depositary Shares contained in its Registration Statement on Form 8-A (File No. 001-35135), filed with the Commission on April 12, 2011 pursuant to Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing such documents. For purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such statement.

Item 4.

Description of Securities.

Not applicable.

Item 5.

Interests of Names Experts and Counsel.

Not applicable.

Item 6.

Indemnification of Directors and Officers.

The Registrant maintains liability insurance for its directors and officers, including coverage against liabilities under the Securities Act.

Item 7.

Exemption from Registration Claimed.

Not Applicable.

Item 8.

Exhibits.


Exhibit Number		Description of Exhibit

4.1*		By-laws of Sequans Communications S.A.

5.1*		Opinion of Orrick, Herrington & Sutcliffe (Europe) LLP

23.1*		Consent of Orrick, Herrington & Sutcliffe (Europe) LLP (included in Exhibit 5.1)

23.2*		Consent of Ernst & Young Audit, independent registered public accounting firm

24.1		Power of Attorney (included on the signature page of this Registration Statement)

99.1*		Stock Option Subscription Plan 2016-1

99.2*		Restricted Share Award Plan 2016-1

99.3*		BSA (Warrants) Subscription Plan 2016-1

99.4*		BSA (Warrants) Subscription Plan 2016-2

99.5*		BSA (Warrants) Issuance Agreement, dated June 28, 2016

*	Filed herewith.

Item 9.

Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Colombes, France, on November 4, 2016.


SEQUANS COMMUNICATIONS S.A.

By:		/s/ Georges Karam
Name:		Dr. Georges Karam
Title:		Chairman and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dr. Georges Karam and Deborah Choate, and each of them acting individually, as his true and lawful attorneys-in-fact and agents, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


Name	Title	Date

/s/ Dr. Georges Karam Dr. Georges Karam	Chairman and Chief Executive Officer (Principal Executive Officer)	November 4, 2016

/s/ Deborah Choate Deborah Choate	Chief Financial Officer (Principal Financial and Accounting Officer)	November 4, 2016

/s/ Yves Maitre Yves Maitre	Director	November 4, 2016

/s/ Richard Nottenburg Richard Nottenburg	Director	November 4, 2016

/s/ Hubert de Pesquidoux Hubert de Pesquidoux	Director	November 4, 2016


Name	Title	Date

/s/ Dominique Pitteloud Dominique Pitteloud	Director	November 4, 2016

/s/ Alok Sharma Alok Sharma	Director	November 4, 2016

/s/ Zvi Slonimsky Zvi Slonimsky	Director	November 4, 2016

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United Stated of Sequans Communications, S.A. has signed this Registration Statement or amendment thereto in the City of San Diego, State of California, on November 4, 2016.


By:	/s/ T. Craig Miller
	Name:	T. Craig Miller
	Title:	U.S. Representative

INDEX TO EXHIBITS


Exhibit Number		Description of Exhibit

4.1*		By-laws of Sequans Communications S.A.

5.1*		Opinion of Orrick, Herrington & Sutcliffe (Europe) LLP

23.1*		Consent of Orrick, Herrington & Sutcliffe (Europe) LLP (included in Exhibit 5.1)

23.2*		Consent of Ernst & Young Audit, independent registered public accounting firm

24.1		Power of Attorney (included on the signature page of this Registration Statement)

99.1*		Stock Option Subscription Plan 2016-1

99.2*		Restricted Share Award Plan 2016-1

99.3*		BSA (Warrants) Subscription Plan 2016-1

99.4*		BSA (Warrants) Subscription Plan 2016-2

99.5*		BSA (Warrants) Issuance Agreement, dated June 28, 2016

*	Filed herewith.

Exhibit 4.1

LOGO

Société Anonyme

with a share capital of € 1,498,485.70

Registered office : 15-55 boulevard Charles de Gaulles – 92700 COLOMBES

Trade Register N° : 450 249 677 Nanterre

BY LAWS

As amended on October 25, 2016

Article 1 – Legal Form

The company is a “société anonyme” (French corporation) governed by corporate law, subject to specific laws governing the company and to these by-laws.

Article 2 – Company name

The company’s name is:

« SEQUANS COMMUNICATIONS ».

Article 3 – Corporate purpose

The company’s corporate purpose, in France and abroad is:

•

The study, development and marketing of all products and/or services relating to radio fixed and/or optical-type communication networks systems;

•

Advising and training, by all means and technical media, relating to the aforementioned fields of operations;

•

The participation, directly or indirectly, in all transaction that may be related to any of the purposes defined above, through the creation of new companies or legal entities, the contribution, subscription, or purchase of securities or corporate rights, acquisition of interests, mergers, partnerships, or any other methods;

•

And, more generally, all industrial, commercial, and financial transactions, or transactions involving movable or fixed assets, that may be related directly or indirectly, in whole or in part, to any of the aforementioned corporate purposes, or to any similar or related purposes, or to any and all purposes that may enhance or develop the company’s business.

Article 4 – Registered office

The registered office is located at:

15-55 boulevard Charles de Gaulles – 92700 COLOMBES.

The board of directors is empowered to transfer the company’s registered office, within the applicable legal and regulatory provisions.

Article 5 – Term

The company was incorporated for a term of ninety-nine years starting the day of its registration with the trade and company register, except in the cases of extension or early dissolution.

Article 6 – Share capital

The share capital is set at the amount of one million four hundred ninety eight thousand four hundred ninety five euros and seventy cents (EUR 1,498,485.70).

It is divided into seventy four million nine hundred twenty four thousand two hundred and eighty five (74,924,285) shares of a par value of two cents (EUR 0.02), fully paid up.

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Article 7 – Changes to the capital

The share capital may be increased, decreased or amortized in accordance with applicable legal and regulatory provisions.

Article 8 – Subscription for shares

In the event of a share capital increase, shares subscribed for cash, when applied for, shall be paid up in the minimum proportion provided for by legal and regulatory provisions. Partly paid up shares shall be registered shares until fully paid up. Payment of the remainder shall be made in one or several installments pursuant to a decision by the board of directors, within a maximum time limit of five years as of the date of the final capital increase.

Subscribers will be informed of calls for funds by certified mail with acknowledgement of receipt within fifteen days at least before the date set for each payment. Payments shall be made either at the registered office, or at any other place designated for this purpose.

Should the shareholder fail to pay by the date set by the board of directors, any amounts due shall bear interest, ipso jure , at the legal rate of interest, as of the due date for payment, without prejudice to other statutory proceeding and penalties. In particular, the company may force the sale of the securities that have not been paid up.

Article 9 – Legal forms of the shares

Shares are in registered form and shall be registered in an individual share account as provided by legal and regulatory provisions.

Article 10 – Indivisibility of the shares

Shares shall be indivisible with respect to the company. Joint owners of indivisible shares shall be represented at shareholders’ general meetings by one of them or by a joint agent of their choice. Failing their agreement on the choice of an agent, such an agent is appointed by the courts of justice ruling in interim proceedings at the request of the co-owner who is in the greatest hardship.

The voting rights attached to the share shall belong to the beneficial-owner at ordinary shareholders’ meetings, and to the bare-owner at extraordinary shareholders’ general meetings.

Article 11 – Transfer and passing of the shares

Shares are freely negotiable.

They shall be transferred by means of a transfer order from account to account in accordance with the legal and regulatory provisions.

The shares can be leased out or lent with respect to the applicable legal and regulatory provisions.

Article 12 – Rights and obligations of the shares

Each share shall entitle its holder to a portion of the corporate profits and assets pro rata with respect to the amount of capital it represents.

Furthermore, each share shall entitle its holder to vote and be represented in the shareholders’ general meetings in accordance with legal rules and the provisions of these by-laws. Ownership of one share implies, ipso jure , adherence to the by-laws and the decisions of the shareholders’ general meeting.

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Shareholders shall be liable for losses within the limits of their contributions to the company’s capital.

The heirs, creditors, legal beneficiaries and other representatives of a shareholder may not place liens on the property or securities of the company, nor request the division or the public sale, nor interfere in the administration of the company. For the proper exercise of their right, they shall refer to the corporate records and to the decisions of the shareholders’ meetings.

At times when the ownership of several shares is necessary in order to exercise any right as in an exchange, grouping or allocation of shares, or as a consequence of a capital increase or decrease, merger or other corporate operation, the owner of isolated shares, or fewer shares than the required amount, may only exercise the particular right on condition that the shareholder personally takes the required steps to group or, if applicable, purchase or sell the number of requisite shares.

Article 13 – Organization and functioning of the board of directors

1 – Composition

The company is managed by a board of directors comprised of no more than 9 members, appointed by the shareholders’ meeting and that may be individuals or legal entities.

Directors that are legal entities shall designate a permanent legal representative when nominated. This legal representative will be subject to the same conditions and obligations and will be subject to the same civil and criminal liability as if he were director under his own name, without prejudice of the liability in solidum of the legal entity he represents. His mandate as director is for the same term as the mandate given to the legal entity he represents and must be renewed at each renewal of the legal entity’s mandate.

When the legal entity dismisses its representative, it must notify this dismissal to the company without delay, by certified mail and appoints, following the same procedure, a new permanent legal representative; the same rule applies in case of the death or resignation of the permanent legal representative.

2 – Term of office – renewal and rotation

The term of office for directors shall be three years, expiring at the end of the shareholders’ general meeting approving the accounts of the last fiscal years and held on the year of expiration of the mandate.

Directors can always be re-elected.

3 – Vacancy – Cooptation

In the event of vacancy, as a result of death or by resignation, of one or more seats of directors, the board of directors may, between two general meetings, make appointments on a provisional basis.

However, if the number of directors in function is less than the minimum required by legal and regulatory provisions, a general meeting will be convened with respect to applicable legal and regulatory provisions in order to complete the number of directors.

The provisional elections made by the board of directors will be subject to ratification by the next general meeting. In case of failure of ratification, the resolutions adopted and the acts accomplished by the board of directors will remain valid.

The director appointed as a replacement of another remains in the office only for the remaining time of his predecessor’s mandate.

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4 – Remuneration

The shareholders’ meeting shall set the directors’ attendance fees. The board of directors, after express deliberation, shall be free to distribute this remuneration among the directors, subject to applicable legal and regulatory provisions.

Costs incurred by directors during their terms of office shall be reimbursed by the company against documentary evidence.

5 – Observers

The board of directors may appoint one or more observers chosen from among the shareholders, whether individuals or legal entities, or from outside their number.

Their terms of office shall be set by the board of directors, but shall not exceed two years and shall expire at the next general meeting approving the accounts of the last fiscal year and held on the year of expiration of the mandate. Observers can always be re-elected.

The board of directors may terminate their appointment at any time without cause nor indemnity.

In the event of an observer’s death, dismissal or surrender of office for any other reason, the board of directors may appoint a replacement for the remainder of said observer’s term office.

Observers are called to assist as observers at board of directors’ meetings and may be consulted by it or its chairman. They may not vote on the board of directors’ resolutions.

Article 14 – Chairman of the board of directors

The board of directors shall elect its chairman from among its members who are individuals. The chairman shall be elected for the entire duration of his office as director and may be re-elected.

The chairman of the board of directors is subject to the age limit set out by legal and regulatory provisions. If this limit is reached during office, the chairman of the board of directors shall be considered as having resigned from office at the end of the general meeting approving the accounts of the last fiscal year when the age limit was reached.

The board of directors determines the chairman’s remuneration.

Article 15 – Board meetings

1 – The board of directors shall convene as often as the company’s interest so require, pursuant to notice from the chairman.

The notice to convene must be given at least three days in advance by letter, telegram, telex or fax. It must contain the agenda. In the event of an emergency meeting, the notice may be given immediately and by any means, including orally.

The meeting shall take place at the company’s registered office or at any other place indicated in the notice to convene.

2 – The board may not validly deliberate unless a quorum of at least half of its members are present, or, as the case may be, deemed to be present as provided for under the internal charter of the board of directors set in accordance with applicable legal and regulatory provisions.

Any director may give, by letter, telegram, telex or fax, a proxy to one of his colleague in order to represent him at a meeting of the board of directors, but each director may only represent one of his colleagues.

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Decisions will be taken by a majority of members present, deemed to be present, or represented. In the event of a tie vote, the chairman of the meeting shall cast the deciding vote.

3 – An attendance sheet shall be kept which must be signed by the directors at the board meeting and record, as the case may be, the participation of directors by means of videoconferencing or telecommunications.

4 – Board decisions shall be recorded in minutes drawn up in compliance with applicable legal provisions and signed by the chairman of the meeting and one director or, if the chairman of the meeting is unable to attend, by two directors. Copies or extracts of the minutes may be certified by the chairman of the board of directors, the chief executive officer, the delegated managing director, the director temporarily delegated to the duties of chairman or the holder of a power of attorney duly authorized for this purpose.

Article 16 – Powers of the board of directors

The board of directors shall determine the strategy of the company’s activities and shall ensure its implementation. Subject to the powers expressly granted to the shareholders’ meetings, and within the scope of the company’s corporate purpose, the board shall take up all questions related to the management of the company and shall settle all related business through its deliberations.

The company shall be bound also by actions of the board of directors which do not fall within the corporate purpose, unless it proves that the third party knew such action was outside the limits of this purpose, or that the third party could not fail to be aware of this in view of the circumstances.

The board of directors carries out the controls and verifications it considers appropriate. All directors must receive all the necessary information in order to accomplish their task and may review all documents they consider useful.

Article 17 – Powers of the chairman of the board of directors

The chairman of the board of directors shall organize and direct the board’s work, which he shall report on to the general meeting. He shall ensure the proper functioning of the company’s governing bodies and shall ensure, in particular, that the directors are able to carry out their duties.

In case of a temporary unavailability or death of the chairman, the board of directors may delegate the powers of the chairman to a director. In case of a temporary unavailability, this delegation is granted for a limited duration and is renewable. In case of death, it is granted until the appointment of the new chairman.

Article 18 – General management

1 – Choice between two methods of conducting General Management

General management of the company shall be assumed under the responsibility of either the chairman of the board of directors or by another person appointed by the board and with the title of chief executive officer. The board of directors shall decide between these two methods of conducting general management, and shall duly inform the shareholders and third parties according to the applicable regulatory conditions.

When the general management of the company is assumed by the chairman of the board of directors, the provisions set forth above relating to the chief executive officer shall apply to him.

2 – Chief executive officer

The chief executive officer shall be nominated amongst the directors or from outside their number. The board of directors shall set his term of office and his remuneration. The chief executive officer is

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subject to the age limit set out by the applicable legal and regulatory provisions. If the age limit is reached during office, the chief executive officer shall be considered as having resigned from office at the next general meeting approving the accounts of the last fiscal year and held the year the limit was reached.

The chief executive officer may be dismissed at any time by the board of directors. If the dismissal is decided without fair grounds, it may give rise to damages, except if the chief executive officer is the chairman of the board of directors.

The chief executive officer shall be granted the widest powers to act in any manner on behalf of the company in all circumstances. He shall exercise his powers within the limits of the corporate purpose subject to the powers expressly attributed by legal and regulatory provisions to shareholders’ meetings and to the board of directors.

The chief executive officer shall represent the company in its relations with third parties. The company shall be bound also by actions of the chief executive officer which do not fall within the scope of the corporate purpose, unless its proves that the third party knew such action was outside of the limits of this purpose, or that the third party could not fail to be aware of this in view of the circumstances, it being specified that the mere publication of the by-laws does not constitute such proof.

The provisions of the by-laws or the resolutions of the board of directors limiting the powers of the chief executive officer are unenforceable against third parties.

3 – Deputy chief executive officer

Upon proposal of by the chief executive officer, the board of directors may appoint one or more individuals with the title of deputy chief executive officer and determine his remuneration in order to assist the chief executive officer.

The maximum number of deputy chief executives may not exceed five.

Deputy chief executives may be dismissed at any time by the board of directors upon proposal of the chief executive officer. If the dismissal is decided without fair grounds, it may give rise to damages.

If the chief executive officer ceases to exercise, or is prevented from carrying out his duties, the deputy chief executive officers shall, except when otherwise decided by the board of directors, remain in office and retain their duties until appointment of the new chief executive officer.

In agreement with the chief executive officer, the board of directors shall determine the scope and term of the powers granted to the deputy chief executive officers. With respect to third parties, the deputy chief executives shall have the same powers as the chief executive officer.

The age limit applicable to the chief executive officer also applies to the deputy chief executive officers.

Article 19 – Statutory auditors

The company’s account shall be audited by one or several statutory auditors appointed in accordance with legal and regulatory provisions and carrying out their duties in accordance therewith.

One or several deputy statutory auditors shall be appointed to replace the official statutory auditors in the event that they are unable or refuse to carry out their mission, or should they resign or pass away.

Article 20 – Shareholders’ meetings

1 – Shareholders’ meetings are convened and deliberate in accordance with legal and regulatory provisions and carry out their duties in accordance therewith.

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Meetings are held at the company’s registered offices or at any other location indicated in the notice to convene.

2 – Any shareholder has the right to attend general meetings and to participate to the resolutions personally or through a proxy, by simple justification of his identity and no matter how many shares he owns as soon as the shares are paid up in accordance with applicable legal and regulatory provisions and that the shareholder justifies his shares are registered within the company’s books at least three days before the meeting.

Shareholders may only be represented by their spouse or another shareholder and for this purpose, the proxy must prove his mandate.

Shareholders may participate in general meetings by means of videoconferences or telecommunications in accordance with legal and regulatory requirements. The means of telecommunications authorized will be mentioned in the notice to convene.

3 – Shareholders’ general meeting shall be chaired by the chairman of the board of directors or, in his absence, by a director appointed for this purpose by the board of directors, failing which the shareholders’ general meeting itself shall elect its chairman.

4 – The minutes shall be prepared, and copies or excerpts of the deliberations shall be issued and certified as required by legal and regulatory provisions.

Article 21 – Financial year

The financial year is twelve months, beginning January 1 ending December 31 of each year.

Article 22 – Annual accounts – Allocation of results

The board of directors shall keep proper accounts of corporate activities and draw up annual and consolidated accounts, in accordance with applicable legal and regulatory provisions, regulations and standards.

The income statement, which summarizes the income and expenses for the financial year, shows, after deduction of amortization and provisions, the profit or loss for the year.

5% is set aside from the earnings for the financial year minus previous losses, if any, to fund the legal reserve. This withdrawal ceases to be mandatory when the reserve reaches one-tenth of the share capital and resumes when, for any reason, the legal reserve falls below the one tenth figure.

Distributable profits consist of the profits for the year, less prior losses, plus the amounts to be placed in reserves as required by legal and regulatory provisions or by the by-laws, plus retained earnings. The shareholders’ meeting may withdraw from these earnings any sum it deems appropriate to allocate any optional reserves or to carry forward to the next financial year.

Moreover the shareholders’ general meeting may decide to distribute sums taken from reserves at its disposal, expressly indicating the reserve items from which such withdrawals are made. Dividends shall however first be taken from the distributable earnings for the year.

Except in the case of a capital decrease, no distribution may be made to shareholders when shareholders’ equity is or would, as a result of such distribution, be less than the amount of capital plus reserves which legal and regulatory provisions or the by-laws prohibit from being distributed. The re-evaluation variance may not be distributed and may be incorporated, in whole or in part, into the capital.

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Article 23 – Payment of dividends

The terms and conditions for the payment of the dividends approved by the shareholders’ general meeting are determined by the shareholders’ meeting, or in lieu, by the board of directors. However, cash dividends must be paid within a maximum of nine months after the close of the financial year, unless extended by court order.

The ordinary shareholders’ general meeting may grant each shareholder, for all or part of the dividends to be distributed, an option between payment of the dividends in cash or in shares, subject to legal requirements.

Interim dividends may be distributed before the approval of the financial statements for the year when the balance sheet established during or at the end of a financial year and certified by an auditor, shows that the company has made a profit since the close of the last financial year, after recognizing the necessary depreciation and provisions and after deducting prior losses, if any, and the sums to be allocated to reserves, as required by legal and regulatory provisions or the by-laws, and including any retaining earnings. The amount of such interim dividends may not exceed the amount of the profit so defined.

Dividends not claimed within five years after the payment date shall be deemed to expire.

Article 24 – Liquidation

Subject to the applicable legal provisions, the company shall be in liquidation from the time of its winding-up, however brought about. The general meeting of shareholders shall then decide on the method of liquidation and appoint the liquidators. The legal entity of the company shall continue for the purposes of liquidation, until its definitive closure.

Article 25 – Disputes

All disputes which may arise during the company’s existence or its liquidation either between the shareholders and the company or among the shareholders themselves, concerning the business of the company or the interpretation or implementation of these by-laws will be submitted to the jurisdiction of the relevant courts located in the jurisdiction where the company’s registered office is located.

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EXHIBIT 5.1


				Orrick, Herrington & Sutcliffe (Europe) LLP
				31, avenue Pierre 1er de Serbie
				75782 Paris Cedex 16 France Siren : 808 676 316

				T +33 1 53 53 75 00
				F +33 1 53 53 75 01
				orrick.com

November 4, 2016

Sequans Communications S.A.

15-55 boulevard Charles de Gaulle

92700 Colombes, France

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

At your request, we are rendering this opinion in connection with the proposed issuance of up to 1,140,000 ordinary shares (the “ Shares ”) of Sequans Communications S.A., a société anonyme incorporated in the French Republic (the “ Company ”), pursuant to the Company’s Stock Option Subscription Plan 2016-1, Restricted Share Award Plan 2016-1, BSA (Warrants) Subscription Plan 2016-1, BSA (Warrants) Subscription Plan 2016-2, and BSA (Warrants) Issuance Agreement, as approved by the general meeting of shareholders of the Company on June 28, 2016 and by the board of directors of the Company on June 29, 2016, July 26, 2016 and October 25, 2016 (collectively, the “ Plans ”), and pursuant to a Registration Statement on Form S-8 (the “ Registration Statement ”).

We have examined instruments, documents, and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed and have relied on a certificate of an officer of the Company as to factual statements contained in such instruments, documents and records. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures and (b) the conformity to the originals of all documents submitted to us as copies.

Based on such examination, we are of the opinion that the Shares to be issued by the Company pursuant to the Plans are duly authorized, and when issued and subscribed for as described in the Plans and Registration Statement, will be validly issued, fully paid up and nonassessable.

In rendering this opinion, we have assumed that (i) the Registration Statement becomes and remains effective during the period when the Shares are offered, issued and subscribed for, (ii) the Shares to be subscribed for are issued in accordance with the terms of the Plans, (iii) the Company receives the full consideration for the Shares as stated in the Plans, (iv) the per share consideration for each Share includes payment of cash or other lawful consideration at least equal to the par value of the Company’s common stock, and (v) all applicable securities laws are complied with.

The opinion expressed above is limited to the laws of the French Republic and we do not express any opinion as to the effect of any other laws.

Membre du groupement transnational avec Orrick, Herrington & Sutcliffe, Solicitors of the Supreme Court of England and Wales depuis le 1er janvier 2006.

Membre d’une association agréée, le règlement des honoraires par chèque est accepté.

BEIJING BERLIN DÜSSELDORF FRANKFURT HONG KONG LONDON LOS ANGELES MILAN MOSCOW NEW YORK

ORANGE COUNTY PARIS PORTLAND ROME SACRAMENTO SAN FRANCISCO SEATTLE SHANGHAI

SILICON VALLEY TAIPEI TOKYO WASHINGTON DC

LOGO

Sequans Communications S.A.

November 4, 2016

Page 2

We hereby consent to the filing of this opinion as an exhibit to the above-referenced Registration Statement and to the use of our name wherever it appears in said Registration Statement, including any prospectus constituting a part thereof, as originally filed or as subsequently amended or supplemented. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission promulgated thereunder, nor do we thereby admit that we are “experts” within the meaning of such term as used in the Securities Act with respect to any part of the Registration Statement, including this opinion letter as an exhibit or otherwise.

Very truly yours,

/s/ Orrick, Herrington & Sutcliffe (Europe) LLP

ORRICK, HERRINGTON & SUTCLIFFE (EUROPE) LLP

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-00000) pertaining to the Stock Option Subscription Plan 2016-1, Restricted Share Award Plan 2016-1, BSA (Warrants) Subscription Plan 2016-1, BSA (Warrants) Subscription Plan 2016-2, and BSA (Warrants) Issuance Agreement, dated June 28, 2016, of Sequans Communications S.A. of our reports dated April 29, 2016, with respect to the consolidated financial statements of Sequans Communications S.A. and the effectiveness of internal control over financial reporting of Sequans Communications S.A. included in its Annual Report (Form 20-F) for the year ended December 31, 2015 filed with the Securities and Exchange Commission.

Ernst & Young Audit

/s/ Pierre-Henri Pagnon

Represented by Pierre-Henri Pagnon

Paris – La Défense, France

November 4, 2016

Exhibit 99.1

SO 2016 Subscription Plan

SEQUANS COMMUNICATIONS

Société anonyme au capital de 1.184.976,98 euros

Siège social : Les Portes de la Défense, 15-55 boulevard Charles de Gaulle - 92700 COLOMBES

RCS Nanterre 450 249 677

Regulations

Stock Option Subscription Plan – 2016

SO 2016 Subscription Plan

- CONTENTS -

I -

DEFINITION OF STOCK OPTION SUBSCRIPTION PLAN

II -

LEGAL FRAMEWORK FOR THE PLAN

III -

DESCRIPTION OF THE PLAN

•

Issuing the Options

•

Features and period of validity of the Options

•

Cessation of the Beneficiary’s duties with Sequans Communications or one of its subsidiaries

•

Setting the subscription price for shares obtained by exercising the Options

•

Maintaining the rights of Option holders during the exercise period

IV -

REQUIREMENTS AND PROCEDURES FOR EXERCISING OPTIONS

•

Suspension of the rights to exercise the Options

•

Procedures and conditions for exercising the Options

V -

FEATURES OF SHARES SUBSCRIBED

•

Delivery and form of shares

•

Rights - Availability

VI -

TAX PROVISIONS

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SO 2016 Subscription Plan

I - DEFINITION OF STOCK OPTION SUBSCRIPTION PLAN

In order to reward its employees and those of its subsidiaries, Sequans Communications wishes to set up a system enabling them to share in its growth.

A stock option subscription plan is a mechanism by which a company offer its employees and/or company officers, as well as the employees of its subsidiaries within the meaning of Article L.225-180 of the French Commercial code, the possibility of subscribing for new shares during a certain period, at a price set on the date the Options are issued, and that remains fixed during the entire period.

In this way, the beneficiaries participate in the company’s performance through the changes in share value, even before they become shareholders by exercising the options to subscribe for shares (hereinafter “Options”).

Furthermore, the financial benefit obtained by exercising the Options and by a subsequent sale of the shares is subject to a specific tax treatment.

II – LEGAL FRAMEWORK FOR THE PLAN

This mechanism is governed, in particular, by articles L.225-177 and following of the French Code de commerce.

In a decision taken on 28 June 2016, a combined general shareholders’ meeting voted in favour of the principle of issuing Options likely to give rise to a maximum of 1,000,000 new ordinary shares with a unitary par value of EUR 0.02.

This combined general shareholders’ meeting has defined the conditions of setting of the subscription price for the ordinary shares likely to be issued upon exercise of each Option and decided that this price would be set by the Board of Directors of the Company, at the fair market value as applicable at the date of issuance of the Options, pursuant to objective methods applicable in the field of assessment of shares (including, as the case may be, the reference to the market price of Company listed shares), and if required, with the assistance of independent experts.

In addition, this decision granted the Board of Directors the power to issue these Options, on one or more occasions, including the authority to determine the beneficiaries and the number of Options to be issued, and the elimination of shareholders’ pre-emptive subscription rights. Furthermore, the Board of Directors was granted the power to increase share capital by a maximum amount equal to the total number of Options issued, to record the successive increases in share capital as a result of the exercise of the Options, and to carry out all formalities required as a result thereof.

Therefore and pursuant to the aforesaid grant of authority, at a meeting held on 29 June 2016, the Board of Directors decided the procedures applicable to this stock options grant and established the present SO 2016 Subscription Plan (hereafter the “2016 Plan” or the “Plan”), in conformity with the principles set by the combined general shareholders’ meeting and aforesaid statutory provisions.

III - DESCRIPTION OF THE PLAN

The list of the 2016 Plan’s beneficiaries (hereinafter “Beneficiaries”) shall be approved by the Company’s Board of Directors.

III-1. Issuing the Options

The Options are issued free of charge to each Beneficiary.

No person holding more than 10% of Sequans Communications’ share capital shall be issued any Options.

The number of Options issued to each Beneficiary, as well as the subscription price for the share to be issued pursuant to exercising an Option (as defined under section III-4 below) shall be indicated in the Individual Letter of Notification sent to him/her by the Chairman or his delegate, including notification by email by the Company’s external equity plan administrator, and which is deemed to be an exhibit of this Plan.

Exercising an Option entitles the Beneficiary to subscribe for one new ordinary share with a par value of EUR 0.02 (hereafter a “ New Share ”).

This number of shares underlying the options cannot be modified during the Options’ period of validity, except in accordance with the requirements provided by law (see section IV-2. hereinafter).

Within a period of fifteen (15) days following the receipt of the Individual Letter of Notification informing him/her that Options have been issued to him/her, the Beneficiary undertakes to return to the Company a copy of this Plan and a copy of the Individual Letter of Notification duly executed by the Beneficiary who acknowledges that the Individual Letter of Notification is part of these Plan. Alternatively, the Beneficiary may acknowledge the Notification and terms of the Plan via the on-line platform administered by the Company’s equity plan administrator.

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SO 2016 Subscription Plan

III-2. Features and period of validity of the Options

Options are granted for a period of 10 years as from the time they are issued by the Board of Directors.

Rights obtained as the result of the Options cannot be transferred until the Options have been exercised, save the case of death.

Options must be exercised within the aforementioned maximum period of 10 years , any Option not exercised before the expiry of such period shall automatically become null and void.

Furthermore, the Beneficiary must comply with the following vesting schedule:

(i)

first grant after Hire Date : The Beneficiary may exercise 25% of the Options granted beginning on the one-year anniversary of the date he/she joins Sequans Communications or one of its subsidiaries as an employee (“the Hire Date”), and may exercise an additional 1/12 ^th of the remaining 75% of the Options granted beginning on the corresponding day of each three month period thereafter (i.e. quarterly vesting), such that 100% of the Options granted have become exercisable by the 4 ^th anniversary of the Hire Date. For example , if the Hire Date is 12 April 2016 and 160 options are granted on 26 July 2016, 40 options become exercisable beginning 12 April 2017, then 10 options become exercisable beginning, 12 July 2017, another 10 options become exercisable beginning 12 October 2017 and so forth until all 160 options are exercisable as of 12 April 2020.

(ii)

other grant(s): The Beneficiary may exercise 25% of the Options granted beginning on the one-year anniversary of the grant date (the “Grant Date”), and may exercise an additional 1/12 ^th of the remaining 75% of the Options granted beginning on the corresponding day of each three month period thereafter (i.e. quarterly vesting), such that 100% of the Options granted have become exercisable by the 4 ^th anniversary of the Grant Date. For example , if 160 options are granted on 26 July 2016, 40 options become exercisable beginning 26 July 2017, then 10 options become exercisable beginning, 26 October 2017, another 10 options become exercisable beginning 26 January 2018 and so forth until all 160 options are exercisable as of 26 July 2020.

Notwithstanding the foregoing , should the duties of the Beneficiary with Sequans Communications or one of its subsidiaries, be suspended on the request of said Beneficiary for a given period, the vesting process and its schedule described above shall be suspended likewise until the end of the aforesaid period.

In the event that a third party acquires a 100% interest in Sequans Communications, and in no other case , a Beneficiary who is subsequently dismissed within six months of the acquisition, other than for misconduct or gross negligence, shall have the right to exercise all of his/her Options within a period of 30 days following the date of said dismissal, notwithstanding the schedule set out above for exercising his/her Options.

In the event that a company ceases to be a subsidiary of Sequans Communications, all Options held by the employees of such subsidiary, and that have not been exercised before such time, shall automatically and immediately become null and void.

III-3. Cessation of the Beneficiary’s duties with Sequans Communications or one of its subsidiaries

•

In the event that the Beneficiary’s duties with Sequans Communications or one of its subsidiaries, whether as an employee or company officer, cease, said Beneficiary shall lose all rights with regard to Options that are not yet exercisable on the date that his/her duties cease in accordance with the schedule for exercising the Options set out in Article III-2 hereinabove.

However, the Beneficiary retains the right to exercise Options that are exercisable and that have not yet been exercised, provided that the Beneficiary exercises his/her Options within a period of ninety (90) days following the actual termination of his/her duties.

Notwithstanding the above provisions, should the loss of the status as an employee during the Vesting Period be due to one of the following reasons, the Options would be treated as follows:

•

Retirement : A Beneficiary whose date of retirement is effective at least one year after the allotment of Options, shall enjoy an accelerated vesting under which all such Options will become immediately exercisable. Such Beneficiary shall have a period of ninety (90) days to exercise the Options, from the effective date of retirement. Such Options shall remain subject to the other conditions of this Plan.

•

Death : the successors or beneficiaries of a Beneficiary shall have a period of six (6) months to exercise the Options, from the date of death of said Beneficiary; after the expiry of this period, the successors or beneficiaries shall definitely lose the right to exercise unexercised Options. In any case , no exercise shall take place after the expiration of Options.

•

2nd and 3rd category disability , within the meaning of article L.341-4 of the French Social Security Code - or an equivalent foreign social security regime - Beneficiaries are entitled to the right to exercise their Options which are exercisable, but they will remain subject to the other conditions of this Plan.

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SO 2016 Subscription Plan

III-4. Setting the subscription price for shares obtained by exercising the Options

The subscription price for New Shares to be issued pursuant to an exercise of the Options is set at the closing price of the Sequans Communications American Depositary Share (ADS) listed on the NYSE, on the grant date of the Options.

This price is mentioned in the Individual Notification Letter and may not be changed during the Options’ period of validity, except in the event of adjustments in accordance with statutory and regulatory requirements.

III-5.

Maintaining the rights of Option holders during the exercise period

During the entire period of validity of the Options, the Company shall be entitled to proceed with a capital write-off or reduction, a change to the appropriation of profits, a free allotment of shares, a capitalization of reserves, profits or share premiums, a distribution of reserves or any issue of capital securities or securities giving entitlement to an allotment of capital securities conferring a subscription right reserved for shareholders, provided that the Company accordingly take the necessary measures in compliance with applicable legal and/or regulatory provisions.

IV - REQUIREMENTS AND PROCEDURES FOR EXERCISING OPTIONS

IV-1.

Suspension of the rights to exercise the Options

If necessary, the Board of Directors may suspend the right to exercise the Options. In particular, a suspension may be ordered whenever a transaction concerning Sequans Communications’ share capital requires knowing in advance the exact number of shares that make up share capital or in the event that one of the financial transactions requiring an adjustment is carried out.

In such case, Sequans Communications shall inform the Beneficiaries of the Options, indicating the date of the suspension and the date on which the right to exercise Options will be re-established. Such suspension may not exceed 3 months.

If the right to exercise an Option expires during a period in which rights are suspended, the period for exercising the Option shall be extended by the length of the suspension period.

IV-2. Procedures and conditions for exercising the Options

All requests for exercising Options, documented by the signature of a subscription certificate specific to the SO 2016 Plan, shall be sent to Sequans Communications, and shall be accompanied by a cheque made out to the Company’s order in an amount corresponding to the number of New Shares subscribed, considering that such shares must be fully paid up in cash at the time of subscription, except in case of settlement of the subscription price by way of a set-off with a debt. If the Beneficiary has been registered in the on-line equity management system established by the Company, exercise of Options shall take place in accordance with the process manual provided to the Beneficiary and/or available from the Company’s human resources department.

Failure to fully pay the exercise price renders the subscription null and void.

V - FEATURES OF SHARES SUBSCRIBED

V-1. Delivery and form of shares

New Shares acquired by exercising Options are registered in the books of Sequans Communications as registered shares, which meets the statutory requirements for benefiting from the applicable tax treatment.

V-2. Rights - Availability

New Shares (ordinary shares), shall be subject to all provisions of the memorandum and articles of association and shall enjoy all rights pertaining to shares of such class as from the date the increase in share capital is completed.

- 5/7 -

SO 2016 Subscription Plan

These New Shares shall be immediately transferable.

Since these shares are listed for trading on the New York Stock Exchange and in order to avoid any insider trading risk, Beneficiaries shall comply with the Insider Trading Compliance Policy of the Company, available on the Company’s intranet and website, and/or from the human resources department.

VI – TAX PROVISIONS

The presentation of tax treatment is provided for informational purposes only . It corresponds to the French legislation in effect as of the date this plan was approved by the Board of Directors.

The Beneficiary shall be responsible for learning about any amendments to the applicable tax treatment.

VI-1. T HE TAX PROVISIONS CURRENTLY APPLICABLE TO B ENEFICIARIES WHO ARE EMPLOYEES OF S EQUANS C OMMUNICATIONS AND WHO ARE DOMICILED IN F RANCE , ARE EXPLAINED BELOW .

1. A Beneficiary who has exercised Options and subscribed for shares of Sequans Communications realizes a gain equal to the difference between the value of the shares on the date the Option is exercised and the subscription price of the shares (“Gain on Exercise”).

Gain on Exercise is taxable at the time of sale of the Shares and are subject to

•

an individual income tax ( impôt sur le revenu ) : progressive rate up to 45%

•

social security contributions ( prélèvements sociaux : CSG, CRDS… ) : 8% (5.1% being deductible for income tax purposes)

•

an employee specific contribution ( contribution salariale spécifique ) : 10%

•

as the case may be, an exceptional contribution on high income ( contribution exceptionnelle sur les hauts revenus ) : progressive rate up to 4%

Gain on Exercise is exempt from standard social security contributions provided that Sequans Communications - or its affiliates as the case may be - complies with the relevant filing obligations.

2. The capital gain realised at the time of sale is equal to the difference between the sale price of the share and the value of such share on the date the Option is exercised (“Gain on sale”). Gain on Sale is taxed from the first Euro in accordance with the tax treatment of capital gains realised on the sale of securities.

The Gain on Sale is therefore subject to

•

an individual income tax ( impôt sur le revenu ) : progressive rate up to 45%(*)

•

social security contributions ( prélèvements sociaux : CSG, CRDS… ) : 15.5 % (5.1% being deductible for income tax purposes)

•

as the case may be, an exceptional contribution on high income ( contribution exceptionnelle sur les hauts revenus ) : progressive rate up to 4%

(*) : The Holder will also enjoy a complementary abatement of

•

50% if he holds the shares for an additional period of 2 years from the date of exercise

•

65% if he holds the shares for an additional period of 8 years from the date of exercise

Note : In addition, in order to benefit from this specific tax treatment, the Beneficiary must attach to his/her income tax return for the year in which the Options are exercised a certificate that will be provided to him/her by the Company.

3. Wealth tax

Subject to comments from the tax administration, the Shares should, after the Exercise Date, be included in the basis for the calculation of the wealth tax.

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SO 2016 Subscription Plan

4. The tax information contained in this section VI-1 is likely to change in accordance with the applicable statutory and regulatory provisions. Sequans Communications and its subsidiaries shall not liable whatsoever with respect to such tax information and shall have no obligation to provide advice and/or assistance in this regard.

VI-2. T AX PROVISIONS APPLICABLE TO B ENEFICIARIES DOMICILED ABROAD .

Beneficiaries domiciled abroad are solely responsible for:

•

Determining the tax provisions applicable to gains resulting from (i) holding the Options, (ii) holding the shares issued as a result of exercising the Options, and (iii) the sale of such shares;

•

Paying all taxes and contributions due as a result.

However, Beneficiaries domiciled abroad might be subject to a French withholding Tax in respect of the Gain on Exercise, to the extent of days worked in France over the vesting period of their Options.

Sequans Communications and its subsidiaries shall have no obligation to provide advice and/or assistance in this regard.

- 7/7 -

- SEQUANS COMMUNICATIONS SA -

APPENDIX RELATING TO ISRAELI BENEFICIARIES

STOCK OPTIONS SUBSCRIPTION PLAN – 2016

GENERAL

1.1.

This appendix (the “Appendix”) shall apply only to beneficiaries (the “Beneficiaries”) of the Plan (as such term is defined below) who are residents of the State of Israel or those who are deemed to be residents of the State of Israel for the purpose of payment of income tax under the Ordinance (as such term is defined in Clause 2.13 below) (the “Israeli Beneficiaries”). The provisions specified hereunder shall form an integral part of the Stock Options Subscription Plan – 2016 (the “Plan”), which applies to the grant of options (“Options”) to purchase shares of Sequans Communications SA, a Societe Anonyme, incorporated under the laws of the Republic of France, having its statutory seat in Colombes, France (the “Company”).

1.2.

According to the Plan, options to purchase the Company’s shares may be granted to employees, directors and/or other company officers as well as to employees of any the Company’s Subsidiaries (as such term is defined in Clause 2.16 below).

1.3.

The Appendix is to be read as an integral part of the Plan so that the Appendix and the Plan jointly will comply with the requirements of Israeli law in general, and in particular with the provisions of Section 102 of the Ordinance, as may be amended or replaced from time to time. For the avoidance of doubt, this Appendix does not apply to or modify the Plan with respect of any Beneficiaries except for the Israeli Beneficiaries.

1.4.

The Plan and this Appendix are complimentary to each other and shall be deemed as one with respect to Israeli Beneficiaries. In any case of a contradiction (explicit or implicit) between the provisions of this Appendix and the Plan, the provisions of this Appendix shall prevail where tax law issues are concerned.

1.5.

Any capitalized term not specifically defined in this Appendix shall be construed according to the meaning given to it in the Plan.

2.	DEFINITIONS

2.1.

“Approved 102 Option” means an Option granted to an Israeli Beneficiary pursuant to Section 102(b) of the Ordinance (as such term is defined in Clause 2.13 below) the registration thereof being maintained by the Escrow Agent (as such term is defined in Clause 2.17 below), which may be classified as either a “Capital Gains Option” or a “Ordinary Income Option” (as such terms are respectively defined in Clauses 2.2 and 2.9 below).

2.2.

“Capital Gains Option” means an Approved 102 Option elected and designated by the Company to qualify under the capital gains tax treatment in accordance with the provisions of Section 102(b)(2) of the Ordinance.

2.3.

“Controlling Shareholder” shall have the meaning ascribed to it in Section 32(9) of the Ordinance.

2.4.

“Employee” means a person who is employed by the Company or any of its Subsidiaries, including an individual who is serving as a director or an officer, but excluding any Controlling Shareholder, all as determined in Section 102.

2.5.

“Exercise Price” means the exercise price to be paid by the Israeli Beneficiary to the Company upon the exercise of an Option.

2.6.

“Exercised Share(s)” means the Share(s) that were acquired and issued pursuant to the exercise of an Option.

2.7.

“ITA” means the Israeli Tax Authorities.

2.8.

“Non-Employee” means a Controlling Shareholder or any consultant, adviser, service provider or any other person who is engaged by or is related to the Company or any of its Subsidiaries, but is not an Employee.

2.9.

“Option Agreement” means the share option agreement between the Company and an Israeli Beneficiary that sets out the terms and conditions of the Option granted to such Israeli Beneficiary.

2.10.

“Ordinary Income Option” means an Approved 102 Option elected and designated by the Company to qualify under the ordinary income tax treatment in accordance with the provisions of Section 102(b)(1) of the Ordinance.

2.11.

“102 Option” means any Approved 102 Option or Unapproved 102 Option granted to an Employee pursuant to Section 102.

2.12.

“3(i) Option” means an Option granted pursuant to Section 3(i) of the Ordinance to a Non- Employee.

2.13.

“Ordinance ” means the Israeli Income Tax Ordinance (New Version), 5721 – 1961, as in effect from time to time.

2.14.

“Share” means one ordinary share with a par value of EUR 0.02 subscribed upon exercise of one Option.

2.15.

“Section 102” means Section 102 of the Ordinance and any regulations, rules, orders or procedures promulgated thereunder, as in effect from time to time.

2.16.

“Subsidiary” means any “employing company” within the meaning of such term in Section 102(a) of the Ordinance.

2.17.

“Escrow Agent” means an escrow agent appointed by the Company, and approved by the ITA, to serve as an escrow agent in connection with the grant of Approved 102 Options, all in accordance with the provisions of Section 102.

2.18.

“Unapproved 102 Option” means an Option granted pursuant to Section 102(c) of the Ordinance.

3.	GRANT OF OPTIONS

3.1.

The persons eligible for participation in the Plan as Israeli Beneficiaries shall include Employees and Non-Employees of the Company or any of its Subsidiaries who are residents of the State of Israel or those who are deemed to be residents of the State of Israel for the purpose of payment of income tax under the Ordinance; provided, however, that: (i) Employees may only be granted 102 Options; and (ii) Non-Employees may only be granted 3(i) Options.

3.2.

The Company may designate, at its sole discretion, Options granted to Employees pursuant to Section 102 as Unapproved 102 Options or as Approved 102 Options.

3.3.

The grant of Approved 102 Options shall be made under this Appendix adopted by the Board of Directors, and shall be conditioned upon the approval of this Appendix by the ITA.

3.4.

No Approved 102 Options shall be granted under this Appendix to any Employee unless and until the Company’s election of the type of Approved 102 Options to be granted to Employees – Capital Gains Options or Ordinary Income Options – is appropriately filed with the ITA (the “Election”). Such Election shall become effective beginning on the first date of grant of an Approved 102 Option under this Appendix and shall remain in effect until the end of the year following the year during which the Company first granted Approved 102 Options (the “Term”). The Election shall obligate the Company to grant during the Term only the type of Approved 102 Option it has elected, and shall apply to all Israeli Beneficiaries who were granted Approved 102 Options during the Term, all in accordance with the provisions of Section 102(g) of the Ordinance. For the avoidance of doubt, such Election shall not prevent the Company from granting Unapproved 102 Options simultaneously.

3.5.

The Escrow Agent shall maintain a register of all Approved 102 Options, all in accordance with the terms and conditions set out in Clause 4 below.

3.6.

For the avoidance of doubt, the grant of Unapproved 102 Options and Approved 102 Options shall be subject to the terms and conditions set forth in Section 102.

4.	ESCROW AGENT

4.1.

All Exercised Shares and, if applicable, other shares received subsequently following any exercise of rights in connection with the Approved 102 Options or Exercised Shares, including without limitation bonus Shares, shall all be granted, allocated and issued to the Escrow Agent on behalf of the Israeli Beneficiary and held for the benefit of the Israeli Beneficiaries for such period of time as required under Section 102 (the “Holding Period”). In the event the requirements for the Approved 102 Options are not met, then the Approved 102 Options may be regarded as Unapproved 102 Options, all in accordance with the provisions of Section 102.

4.2.

Notwithstanding anything to the contrary, the Escrow Agent shall not release any Shares allocated or issued to it upon exercise of Approved 102 Options prior to the full payment of the Israeli Beneficiary’s tax liabilities arising from the grant of the Approved 102 Options and/or the exercise of such Approved 102 Options and/or the sale of the Exercised Shares, if any.

4.3.

Subject to the provisions of Section 102, an Israeli Beneficiary shall not sell or release from the Escrow Agent any Approved 102 Options, Exercised Shares and/or any Share received subsequently following any exercise of rights in connection with Approved 102 Options or the Exercised Shares, including without limitation, bonus Shares, until the lapse of the Holding Period required under Section 102. Notwithstanding the above, if any such sale or release occurs during the Holding Period, the sanctions under Section 102 shall apply to, and shall be borne by, such Israeli Beneficiary.

4.4.

By the execution of the agreement and upon receipt of Approved 102 Option, the Israeli Beneficiaries undertakes to release the Escrow Agent from any liability in respect of any action or decision duly taken and bona fide executed in relation to this Appendix, any Approved 102 Option or Exercised Share issued to such Israeli Beneficiary thereunder.

4.5.

No Exercised Shares or any additional rights issued by the Company to the Escrow Agent for the benefit of an Israeli Beneficiary shall be held by the Escrow Agent for a period longer than ten (10) years after the end of the Term. The Company shall instruct the Escrow Agent as to the transfer of these Shares.

5.	THE OPTIONS

The terms and conditions upon which the Options shall be granted and exercised shall be as specified in the Option Agreement to be executed pursuant to this Appendix. Each Option Agreement shall state, inter alia , the number of Shares to which the Option relates, the type of Option granted thereunder (whether Capital Gains Option, Ordinary Income Option, Unapproved 102 Option or 3(i) Option), the vesting provisions and the exercise price.

6.	FAIR MARKET VALUE

If at the date of grant of Capital Gains Options the Company’s shares are listed on any stock exchange (as such term is defined in the Ordinance) or if the Company’s shares will be registered for trading within ninety (90) days following the date of such grant of Capital Gains Options, the fair market value of such grant’s underlying Shares at the date of grant shall be determined in accordance with the provisions set in Section 102(b)(3) of the Ordinance.

7.	EXERCISE OF OPTIONS

7.1.

Options shall be exercised by the Israeli Beneficiary by: (i) giving a written notice to the Company and where applicable, to the Escrow Agent or to any other third party designated by the Company, in such form and method as may be determined from time to time by the Company, in accordance with the requirements of Section 102; and (ii) the payment to the Company, of the Exercise Price with respect to all the Options exercised, in such manner as shall be determined by the Company.

7.2.

Upon the delivery of a duly signed Notice of Exercise and actual receipt of the full payment to the Company of the Exercise Price with respect to all the Options specified therein, the Company shall issue the Exercised Shares to the Escrow Agent (according to the applicable Holding Period) or to the Israeli Beneficiary, as the case may be.

8.	ASSIGNABILITY AND SALE OF OPTIONS

8.1.

No Option or any right with respect thereto, purchasable hereunder, whether fully paid or not, shall be assignable, transferable or given as collateral or any right with respect to it given to any third party whatsoever, and during the lifetime of the Israeli Beneficiary each and all of such Israeli Beneficiary’s rights to purchase Shares hereunder shall be exercisable only by the Israeli Beneficiary. Any such action made directly or indirectly, for an immediate validation or for a future one, shall be void.

8.2.

As long as Exercised Shares are held by the Escrow Agent on behalf of an Israeli Beneficiary, all such Israeli Beneficiary’s rights in the Exercised Shares are personal, can not be transferred, assigned, pledged or mortgaged, except for transfers by will or by the laws of descent and distribution, provided that the transferee thereof shall be subject to the provisions of Section 102 as would have been applicable to the deceased Israeli Beneficiary.

9.	INTEGRATION OF SECTION 102 AND THE ITA

9.1.

With regards to Approved 102 Options, the provisions of the Plan and/or the Appendix and/or the Option Agreement shall be subject to the provisions of Section 102 and the Israeli Tax Authority’s approval, and the said provisions and permit shall be deemed an integral part of the Plan, the Appendix and the Option Agreement. For the removal of doubt, in case of any contradiction between any provision of the Plan, the Appendix or the Option Agreement, one the one side, and Section 102 and/or the Israeli Tax Authority’s approval, on the other side, the latter shall prevail and shall be binding upon the Company and the Israeli Beneficiaries.

9.2.

Any provision of Section 102 and/or the said permit which is necessary in order to receive and/or to keep any tax benefit pursuant to Section 102, which is not expressly specified in the Plan, the Appendix or the Option Agreement, shall be binding upon the Company and the Israeli Beneficiaries.

10.

DIVIDEND

Subject to the Company’s incorporation documents and applicable laws, the Israeli Beneficiary shall be entitled to receive dividends with respect to all Exercised Shares held by the Israeli Beneficiary or by the Escrow Agent, as the case may be, and subject to any applicable taxation on distribution of dividends, and when applicable subject to the provisions of Section 102.

11.	RIGHTS AS A SHAREHOLDER

Unless otherwise specified in the Plan, an Israeli Beneficiary shall not have any rights as a shareholder with respect to Shares issued under this Plan, until such time as the Shares shall be released from escrow. The Israeli Beneficiary shall have the right to vote the Exercised Shares at any and all shareholder meetings without restriction.

12.	TAX CONSEQUENCES

12.1.

Any tax consequences arising from the grant of any Option to an Israeli Beneficiary, the exercise of any Option by an Israeli Beneficiary, the payment of the Exercise Price, or any other event or act with respect thereof (of the Company and/or its Subsidiaries and/or the Escrow Agent and/or the Israeli Beneficiary), shall be borne solely by the applicable Israeli Beneficiary. The Company and/or its Subsidiaries and/or the Escrow Agent shall withhold all taxes according to the requirements under any applicable laws, rules, and regulations, including without limitation withholding taxes at source. Furthermore, the Israeli Beneficiary shall indemnify the Company and/or its Subsidiaries and/or the Escrow Agent, as applicable, and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Israeli Beneficiary.

12.2.

The Company and/or, when applicable, the Escrow Agent shall not be required to release any share certificate to an Israeli Beneficiary until to the Company’s and, when applicable, to the Escrow Agent’s discretion, all required payments have been fully made.

12.3.

With respect to Unapproved 102 Options, if the Israeli Beneficiary ceases to be employed by the Company or any of its Subsidiaries, the Israeli Beneficiary shall extend to the Company and/or the applicable Subsidiary a security or guarantee, to the full satisfaction of the Company, for the payment of taxes and the like due at the time of sale of Shares, all in accordance with the provisions of Section 102.

13.	GOVERNING LAW & JURISDICTION

This Appendix shall be governed by and construed and enforced in accordance with the laws of the State of Israel, without giving effect to the principles of conflict of laws. The competent courts of Tel-Aviv, Israel shall have sole and exclusive jurisdiction in any matters pertaining to the Plan.

STOCK OPTION AGREEMENT RELATING TO

ISRAELI BENEFICIARIES

UNDER THE

STOCK OPTIONS SUBSCRIPTION PLAN – 2016

This Stock Option Agreement (this “Agreement”) is made between, Sequans Communications SA, a Societe Anonyme, incorporated under the laws of the Republic of France, having its statutory seat in Colombes, France (the “Company”) and [name of Israeli Beneficiary to be added] (the “Beneficiary”).

WHEREAS, the Company maintains the Stock Options Subscription Plan – 2016 (the “Plan”) for the benefit of employees and officers of the Company and its Subsidiaries; and

WHEREAS, the Plan permits the award of options each to acquire one ordinary share of the Company (the “Share(s)”), subject to the terms of: (i) the Plan; (ii) the appendix relating to the Israeli Beneficiaries (the “Appendix”); (iii) the Contractual Undertaking to be entered into between the shareholders of the Company and the Beneficiary (the “Contractual Undertaking”); and (iv) the notice of grant dated [date to be added] (the “Notice of Grant”) (together, the “Options Documents”); and

WHEREAS, the Company wishes to grant the Beneficiary [number of options to be added] options each to acquire one ordinary share with a par value of EUR 0.02, subject to the restrictions and on the terms and conditions contained in the Options Documents and this Agreement; and

WHEREAS, the Beneficiary is deemed an Israeli Beneficiary (as such term is defined in the Appendix).

NOW, THEREFORE, in consideration of these premises and the agreements set forth herein and intending to be legally bound hereby, the parties agree as follows:

1.	DEFINITIONS

Except as otherwise specified herein or unless the context herein requires otherwise, the terms defined in the Plan and the Appendix will have the same meanings herein.

2.	AWARD OF OPTION

The Options are granted in accordance with the terms and conditions set out in the Option Documents and subject to the terms and conditions set out in Section 102 of the Israeli Income Tax Ordinance (New Version), 5721 – 1961 (the “Tax Ordinance”) and the regulations promulgated there under (“Section 102”) and in accordance with capital gains tax treatment set out in Section 102(b)(2) of the Ordinance (the “Options”).

3.	DATE OF GRANT; TERM OF OPTION

The Option was granted on [date to be added] (the “Effective Date”) and may be exercised not later than the 10th anniversary of the Effective date, unless terminated earlier in accordance with the terms and condition of the Plan.

4.	OPTION EXERCISE PRICE

This exercise price (the “Exercise Price”) of one Option is mentioned in the Notice of Grant (also referred to as the “Individual Letter of Notification”).

VESTING

The Option shall become vested and exercisable accordance with the vesting schedule set out below :

(i)

corresponding day of each three month period thereafter, such that 100% of the Options granted have become exercisable by the 4 ^th anniversary of the Hire Date. For example , if the Hire Date is 12 April 2016 and 160 options are granted on 26 July 2016, 40 options become exercisable beginning 12 April 2017, then 10 options become exercisable beginning, 12 July 2017, another 10 options become exercisable beginning 12 October 2017 and so forth until all 160 options are exercisable as of 12 April 2020.

(ii)

further grant(s): The Beneficiary may exercise 25% of the Options granted beginning on the one-year anniversary of the grant date (the “Grant Date”), and may exercise an additional 1/12 ^th of the remaining 75% of the Options granted beginning on the corresponding day of each three month period thereafter, such that 100% of the Options granted have become exercisable by the 4 ^th anniversary of the Grant Date. For example , if 160 options are granted on 26 July 2016, 40 options become exercisable beginning 26 July 2017, then 10 options become exercisable beginning, 26 October 2017, another 10 options become exercisable beginning 26 January 2018 and so forth until all 160 options are exercisable as of 26 July 2020.

6.	EXERCISE OF OPTION

Options shall be exercised by the Beneficiary by: (i) giving a written notice to the Company and, where applicable, to the Escrow Agent or to any other third party designated by the Company, in such form and method as may be determined from time to time by the Company, in accordance with the requirements of Section 102; and (ii) the payment to the Company, of the Exercise Price with respect to all the Options exercised, in such manner as shall be determined by the Company.

7.	ESCROW AGENT

The Beneficiary acknowledges, agrees and undertakes that:

7.1.

All Exercised Shares and (as such terms are defined in the Appendix), if applicable, other shares received subsequently following any exercise of rights in connection with the Approved 102 Options or Exercised Shares, including without limitation bonus Shares, shall all be granted, allocated and issued to the Escrow Agent on behalf of the Beneficiary and shall be held by the Escrow Agent for the benefit of the Beneficiary for such period of time as required under Section 102 (the “Holding Period”). In the event the requirements for the Approved 102 Options are not met, then the Approved 102 Options may be regarded as Unapproved 102 Options, all in accordance with the provisions of Section 102.

7.2.

Notwithstanding anything to the contrary, the Escrow Agent shall not release any Shares allocated or issued to it upon exercise of Approved 102 Options prior to the full payment of the Beneficiary’s tax liabilities arising from the grant of the Approved 102 Options and/or the exercise of such Approved 102 Options and/or the sale of the Exercised Shares, if any.

7.3.

Subject to the provisions of Section 102, the Beneficiary shall not sell or release from the Escrow Agent any Approved 102 Options, Exercised Shares and/or any Share received subsequently following any exercise of rights in connection with Approved 102 Options or the Exercised Shares, including without limitation, bonus Shares, until the lapse of the Holding Period required under Section 102. Notwithstanding the above, if any such sale or release occurs during the Holding Period, the sanctions under Section 102 shall apply to, and shall be borne in their entirety by, such Beneficiary.

7.4.

By the execution of the agreement and upon receipt of Approved 102 Options, the Beneficiary undertakes to release the Escrow Agent from any liability in respect of any action or decision duly taken and bona fide executed in relation to this Appendix, any Approved 102 Option or Exercised Share issued to the Beneficiary.

7.5.

No Exercised Shares or any additional rights issued by the Company to the Escrow Agent for the benefit of the Beneficiary shall be held by the Escrow Agent for a period longer than ten (10) years after the end of the Term (as such term is defined in the Appendix).

8.	NON-TRANSFERABILITY OF OPTION

8.1.

No Option or any right with respect thereto, purchasable hereunder, whether fully paid or not, shall be assignable, transferable or given as collateral or any right with respect to it given to any third party whatsoever, and during the lifetime of the Beneficiary each and all of such Beneficiary’s rights to purchase Shares hereunder shall be exercisable only by the Beneficiary. Any such action made directly or indirectly, for an immediate validation or for a future one, shall be void.

8.2.

As long as Exercised Shares are held by the Escrow Agent on behalf of an Beneficiary, all such Beneficiary’s rights in the Exercised Shares are personal, cannot be transferred, assigned, pledged or mortgaged, except for transfers by will or by the laws of descent and distribution, provided that the transferee thereof shall be subject to the provisions of Section 102 as would have been applicable to the deceased Beneficiary.

-2-

DIVIDEND

Subject to the Company’s incorporation documents and applicable laws, the Beneficiary shall be entitled to receive dividends with respect to all Exercised Shares held by the Beneficiary or by the Escrow Agent, as the case may be, and subject to any applicable taxation on distribution of dividends, and when applicable subject to the provisions of Section 102.

10.	RIGHTS AS A SHAREHOLDER

Unless otherwise specified in the Plan, the Beneficiary shall not have any rights as a shareholder with respect to Shares issued under this Plan, until such time as the Shares shall be released from escrow. The Israeli Beneficiary shall have the right to vote the Exercised Shares at any and all shareholder meetings without restriction.

The Beneficiary’s rights as a shareholder in the Company shall be subject to provisions set out in the Contractual Undertaking.

11.	TAX CONSEQUENCES

11.1.

Any tax consequences arising from the grant of any Option to an Beneficiary, the exercise of any Option by the Beneficiary, the payment of the Exercise Price, or any other event or act with respect thereof (of the Company and/or its Subsidiaries and/or the Escrow Agent and/or the Beneficiary), shall be borne solely by the Beneficiary. The Company and/or its Subsidiaries and/or the Escrow Agent shall withhold all taxes according to the requirements under any applicable laws, rules, and regulations, including without limitation withholding taxes at source. Furthermore, the Beneficiary shall indemnify the Company and/or its Subsidiaries and/or the Escrow Agent, as applicable, and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Beneficiary.

11.2.

The Company and/or, when applicable, the Escrow Agent shall not be required to release any share certificate to the Beneficiary until to the Company’s and, when applicable, to the Escrow Agent’s discretion, all required payments have been fully made.

11.3.

With respect to Unapproved 102 Options, if the Beneficiary ceases to be employed by the Company or any of its Subsidiaries, the Beneficiary shall extend to the Company and/or the applicable Subsidiary a security or guarantee, to the full satisfaction of the Company, for the payment of taxes and the like due at the time of sale of Shares, all in accordance with the provisions of Section 102.

12.

THE PLAN

By executing this Agreement the Beneficiary acknowledges that the Beneficiary has received a copy of the Options Documents, has read the Options Documents and is familiar with their terms, and hereby accepts the Options subject to the terms and provisions of the Plan, the Appendix and the Contractual Undertaking, as amended from time to time.

13.	ENTIRE AGREEMENT

This Agreement, the Plan, the Appendix, the Contractual Undertaking and the Notice of Grant represent the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior agreement, written or otherwise, relating to the subject matter hereof.

-3-

14.	SUPERIORITY

Any interpretation of this Agreement shall be made in accordance with the Plan and the Appendix, but in the event there is any contradiction between the provisions of this Agreement and the provisions of the Plan and/or the Appendix, the provisions of this Agreement will prevail.

15.	GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Israel, without giving effect to the principles of conflict of laws. The competent courts of Tel-Aviv, Israel shall have sole and exclusive jurisdiction in any matters pertaining to this Agreement.

16.

EXECUTION

This Agreement may be executed, including execution by facsimile signature, in one or more counterparts, each of which will be deemed an original, and all of which together shall be deemed to be one and the same instrument.

IN WITNESS WHEREOF, this Agreement has been executed by the each party on the date indicated below, respectively.



Sequans Communications SA

By:
Title:
Date:

I the undersigned hereby acknowledge receipt of a copy of the Plan and the Appendix and accept the Options granted herein subject to all of the terms and provisions of the Option Documents. I have reviewed the Option Documents in their entirety, have had an opportunity to obtain the advice of legal and/or any other relevant counsel prior to executing this Agreement, and fully understand all provisions of this Agreement. I undertake to notify the Company upon any change in the residence address indicated above.



[Name of Beneficiary to be added]

Address:
Date:

-4-

Exhibit 99.2

SEQUANS COMMUNICATIONS

Société anonyme au capital de 1.184.876,98 euros

Siège social : Les Portes de la Défense, 15-55 boulevard Charles de Gaulle - 92700 COLOMBES

RCS Nanterre 450 249 677

Regulations

Restricted Share Award Plan – 2016-1

- CONTENTS -

I -

GENERAL PRINCIPLE OF RESTRICTED SHARE AWARDS

II -

LEGAL FRAMEWORK OF THE PLAN

III -

CHARACTERISTICS OF THE RESTRICTED SHARE AWARDS

IV -

CONDITIONS FOR THE RESTRICTED SHARE AWARDS AND BENEFICIARIES’ RIGHTS

•

Vested Award

•

Presence condition – Exceptions

•

Delivery of the Shares - Listing

•

Rights of the Shares after the Vesting Period

•

Adjustment

•

Reduction of Beneficiaries’ rights in case of a capital decrease due to losses

V -

TAX PROVISIONS

VI -

AMENDMENT OF THE PLAN

- 2/6 -

I – GENERAL PRINCIPLES OF RESTRICTED SHARE AWARDS

The purpose of this plan is to manage the restricted share award program implemented for the benefit of certain of the employees (hereinafter the “ Beneficiaries ”) of Sequans Communications (hereinafter “ Sequans ” or the “ Company ”) and its subsidiaries within the meaning of Article L.233-3, 1° of the French Commercial code (hereinafter the “ Subsidiaries ”) .

This plan allows the Beneficiaries to receive free ordinary shares of Sequans (hereinafter the “ Award ”), subject to certain temporary restrictions. i.e. the restricted shares (hereinafter referred to as the “ Shares ”).

The Shares are effectively and gradually acquired by the Beneficiaries over a period of four (4) years from the date of the Award by the Board of Directors (the “ Vesting Period ”) provided that the Award conditions established by the Board of Directors are observed on the Vesting Date as defined hereafter. During the Vesting Period, the Beneficiaries are not the owners of the Shares. The Beneficiaries become owners of the Shares only at the end of the Vesting Period (hereinafter the “ Vesting Date ”).

All Shares vested before the second anniversary date of the Award by the Board of Directors must be retained until the second anniversary date of the Award by the Board of Directors. No retention period is required for Shares vested as from the second anniversary date of the Award by the Board of Directors. However, the shares may be subject to transfer or resale restrictions as required by applicable securities laws.

The Award of the Shares is an offer reserved to the Beneficiaries restrictively designated by the Board of Directors and consequently does not represent an offer made to the public. No Share can be awarded to any employee who owns more than 10% of the share capital of the Company or who would own more than 10% of the share capital as a result of the Award.

Beneficiaries are reminded that the change in the price of the Sequans’ shares and, consequently, the acquisition capital gain and the potential sale capital gain obtained through the sale of the Shares after the end of the Vesting Period, will depend on Sequans’ performance and results, as well as overall industry and external economic factors.

Nothing in this Plan forms part of the employment contract of a Beneficiary. The rights and obligations arising from the employment relationship between the Beneficiary and the Company or its Subsidiaries are separate from, and are not affected by, this Plan. Participation in the Plan does not create any right to, or expectation of, continued employment.

II – LEGAL FRAMEWORK OF THE PLAN

This plan is governed by French legal and regulatory provisions in effect on the date hereof and namely by articles L.225-197-1 et seq. of the French Commercial Code.

Pursuant to these provisions, the Company’s combined general shareholders’ meeting held on 28 June 2016 adopted a twelfth resolution authorising the principle of the award of Shares, deciding that the maximum number of Shares which may be issued by virtue of this authorisation shall not exceed 1,000,000 new ordinary shares with a unitary par value of EUR 0.02.

This combined general shareholders’ meeting has granted the Board of Directors the power to allocate these Shares, on one or more occasions, including the authority to determine the Beneficiaries.

Therefore and pursuant to the aforesaid grant of authority, at a meeting held on 29 June 2016, as amended on October 25, 2016, the Board of Directors decided the procedures applicable to Shares Awards and established the present Restricted Shares Award Plan 2016-1 (hereinafter the “ Plan ”), in conformity with the principles set by the combined general shareholders’ meeting and aforesaid statutory provisions.

III – CHARACTERISTICS OF THE RESTRICTED SHARE AWARD

The list of the Plan’s Beneficiaries is established and approved by the Company’s Board of Directors as well as the decision to grant Shares. The Shares allocated to the Beneficiaries shall either be existing shares owned by the Company or new shares to be issued.

The date of the decision of Award taken by the Board of Directors shall mark the commencement of the Vesting Period.

Beneficiaries will be individually notified of the Award by the CEO acting through a delegation of the Board of Directors (hereinafter the “ Individual Letter of Notification ”).

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Such Individual Letter of Notification is deemed to be an exhibit of this Plan and shall specify:

•

the number of Shares granted to the Beneficiary,

•

the term of the Vesting Period, and

•

the right to accept or refuse the Award of Shares through a receipt confirmation form that must be returned to the Company.

Within a period of fifteen (15) days following the receipt of the Individual Letter of Notification the Beneficiary undertakes to return to the Company a copy of this Plan, a copy of the Individual Letter of Notification, and the receipt confirmation form attached to said letter, being specified that all such copies shall be duly executed by the Beneficiary who acknowledges that the Individual Letter of Notification is part of this Plan. Alternatively, the Beneficiary may acknowledge the Notification and terms of the Plan via the on-line platform administered by the Company’s equity plan administrator.

IV – CONDITIONS FOR THE RESTRICTED SHARE AWARD AND BENEFICIARIES’ RIGHTS

IV-1. Vested Award

The Award of Shares to Beneficiaries will become final only at the end of the Vesting Period, as follows:

•

25% of the Award shall become final on the one-year anniversary of the Award date;

•

thereafter, an additional 1/12 ^th of the remaining 75% of the Award become final on the corresponding day of each three month period thereafter (i.e. quarterly vesting), such that 100% of the Award has become final by the 4 ^th anniversary of the Award date.

For example , if 160 Shares are awarded on 26 July 2016, the Award of 40 Shares becomes final on 26 July 2017, then the award of 10 Shares becomes final on 26 October 2017, the Award of another 10 Shares becomes final on 26 January 2018 and so forth until the Award of all 160 Shares is final as of 26 July 2020.

Such Award shall also be subject to the observance of the presence condition as set forth under Paragraph IV-2 hereafter.

IV-2. Presence condition - Exceptions

The Award of Shares to Beneficiaries is strictly related to the Beneficiary’s status as an employee of Sequans or its Subsidiaries. The Vested Award of Shares is consequently reserved for any Beneficiary (employee) designated at the time of the initial Award, linked to Sequans or to a Subsidiary through an employment agreement still in effect on the Vested Award date.

In case of termination of the employment agreement of the Beneficiary, for any reason whatsoever, effective before the end of the Vesting Period, the Beneficiary will lose any right to the related Shares.

Notwithstanding the above provisions, should the loss of the status as an employee during the Vesting Period be due to one of the following reasons, the granted Shares would be treated as follows:

•

Retirement or early retirement : Beneficiaries retain their right to the Shares, even though they are no longer bound by an employment agreement, but they remain subject to the other conditions of this Plan.

•

Death : pursuant to the provisions of article L.225-197-3 of the French Commercial Code, the successors or beneficiaries (“ ayant-droits ”) of the Beneficiaries, may, if they so desire, request the Award of the Shares. Such request must be made within six (6) months of the date of death; after such time limit, the successors or beneficiaries of the Beneficiary will definitively lose the right to request the Award of Shares. In any case, the final vesting of Shares will take place only upon the expiration of the Vesting Period.

•

2nd and 3r d category disability , within the meaning of article L.341-4 of the French Social Security Code: Beneficiaries may preserve their right to the Award of the Shares, but they will remain subject to the other conditions of this Plan.

•

A Subsidiary leaving the Group , if the Beneficiary is the employee of such company: the benefit of the right to the Award of the Shares is maintained for the Beneficiary, but will be subject to the other terms and conditions of this Plan.

•

Termination for economic reasons : the Beneficiaries keep the benefit of the right to the Award of the Shares, which shall continue to vest after such termination date, and which will be subject to the other conditions of this Plan.

•

Termination following an acquisition of Sequans Communications : In the event that a third party acquires a 100% interest in Sequans Communications, the Restricted Shares awarded to a Beneficiary who is subsequently

- 4/6 -

dismissed within six months of the acquisition, other than for misconduct or gross negligence, shall vest immediately upon the date of employment contract termination as a result of said dismissal, unless the contract termination date is less than one year from the grant date. In this latter case, all Restricted Shares shall then vest one year from the grant date.

IV-3. Delivery of Shares upon Vesting - Listing

At the end of the Vesting Period and subject to the observance of the presence condition defined above, the Company shall transfer the number of granted Shares to the Beneficiary who shall thus become the owner of such Shares and a shareholder of the Company.

The Shares shall be registered in an account opened in the name of the Beneficiary, in the registers of Sequans Communications.

The new Shares issued for the purpose of the Plan will be subject to an application for admission trading on the New York Stock Exchange, under the form of American Depositary Shares (ADS).

IV-4. Rights of the Shares after the Vesting Period

After the Vesting Period, the Shares are no longer restricted shares and shall entitle the Beneficiary, as of the Vesting Date, to all rights pertaining to ordinary shares comprising the share capital and shall be subject to all provisions of the by-laws.

However, since these Shares are listed for trading on the New York Stock Exchange and in order to avoid any insider trading risk, Beneficiaries shall comply with the Insider Trading Compliance Program of the Company, a copy of which is attached hereto.

IV-5. Adjustment

Should the Company complete one of the financial transactions referred to under article L.225-181 of the French Commercial Code, no adjustment of the number of allocated Shares under this Plan shall be made, except if the general shareholders meeting voting the transaction decides otherwise.

IV-6. Reduction of Beneficiaries’ rights in case of a capital decrease due to losses

In case of a capital decrease due to losses realized by a decrease either in the par value of Sequans shares or in the number thereof, the rights of the Beneficiaries shall be reduced accordingly as if the Beneficiaries had been shareholders prior to the date on which the capital decrease became final.

V – TAX PROVISIONS

This presentation of tax treatment is provided for informational purposes only . It corresponds to the French legislation in effect as of the date this plan was approved by the Board of Directors.

The Beneficiary shall be responsible for learning about any amendments to the applicable tax treatment and the Company shall have no liability whatsoever in this respect.

V-1.

T AX PROVISIONS APPLICABLE TO B ENEFICIARIES WHO ARE RESIDENT IN F RANCE FROM THE DATE OF THE AWARD UP TO THE SALE OF THE SHARES AND SUBMITTED TO THE F RENCH S OCIAL S ECURITY

1. Capital gain realised at the time of acquisition (Vested Award) and Capital gain realised at the time of disposal

Both (i) the capital gain resulting from the acquisition which is equal to the value of ordinary share at the Vesting Date and (ii) the capital gain on the disposal which corresponds to the difference between the sales price of the ordinary share and the value of such share at the Vesting Date, are subject to :

•

an individual income tax ( impôt sur le revenu ) : progressive rate up to 45%(*)

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•

social security contributions ( prélèvements sociaux : CSG, CRDS... ) : 15.5 % (5.1% being deductible for income tax purposes)

•

as the case may be, an exceptional contribution on high income ( contribution exceptionnelle sur les hauts revenus ) : progressive rate up to 4%

(*) : The Holder will also enjoy a complementary abatement of

•

50% if he holds the shares for an additional period of at least 2 years and less than 8 years from the date of exercise

•

65% if he holds the shares for a period of at least 8 years from the date of exercise

Both capital gains are taxed in the year during which the Shares are sold.

2. Wealth tax

Subject to comments from the tax administration, the Shares should, as at the Vesting Date, be included in the basis for the calculation of the wealth tax.

3. The tax information contained in this section V-1 is related to 2015 and is likely to change in accordance with the applicable statutory and regulatory provisions. The Beneficiary acknowledges that Sequans Communications and its subsidiaries shall have no liability in this respect and no obligation to provide advice and/or assistance in this regard.

V-2.

T AX PROVISIONS APPLICABLE TO B ENEFICIARIES WHO ARE NOT RESIDENT IN F RANCE AND NOT SUBMITTED TO THE F RENCH S OCIAL S ECURITY

Beneficiaries who are not residents in France are solely responsible for:

•

Determining the tax provisions applicable to gains resulting from (i) the acquisition of Shares (ii) the disposal of such shares;

•

Paying all taxes and contributions due as a result.

However, Beneficiaries domiciled abroad might be subject to a French withholding Tax in respect of the gain resulting from the acquisition of Shares, to the extent of days worked in France over the vesting period.

Sequans Communications and its subsidiaries shall have no obligation to provide advice and/or assistance in this regard.

VI – AMENDMENT OF THIS PLAN

This Plan may be amended by the Board of Directors if new legislation would have an unfavourable impact on the Company or on the Company’s financial statements or would increase the cost of such a Plan for the Company. Please note that any such amendment could affect the tax regime described in Section V above.

Subject to the scenarios set forth in the paragraph above, no amendment that could affect the rights of the Beneficiaries may be made to this Plan.

Furthermore, the Board of Directors is responsible for interpreting the provisions of this Plan, as needed.

This Plan shall prevail in case of conflict of interpretation between the Individual Letter of Notification and the Plan itself.

* *

- 6/6 -

- SEQUANS COMMUNICATIONS SA -

APPENDIX RELATING TO ISRAELI BENEFICIARIES

RESTRICTED SHARE AWARD PLAN – 2016

GENERAL

1.1.

This appendix (the “Appendix”) shall apply only to Beneficiaries (as such term is defined under the Restricted Share Award Plan as amended on October 25, 2016 (the “Plan”)) who are Israeli Beneficiaries (as such term is defined below) of the Plan who are residents of the State of Israel or those who are deemed to be residents of the State of Israel for the purpose of payment of income tax under the Ordinance (as such term is defined in Clause 2.15 below) (the “Israeli Beneficiaries”). The provisions specified hereunder shall form an integral part of the Plan, which applies to the award of Restricted Shares (as such term is defined under the Plan) of Sequans Communications SA, a Societe Anonyme, incorporated under the laws of the Republic of France, having its statutory seat in Paris-La Défense, France (the “Company”).

1.2.

According to the Plan, Restricted Shares may be awarded and allocated to certain employees of any the Company or its Subsidiaries (as such term is defined in Clause 2.18 below).

1.3.

This Appendix is to be read as an integral part of the Plan so that the Appendix and the Plan jointly will comply with the requirements of Israeli law in general, and in particular with the provisions of Section 102 of the Ordinance, as may be amended or replaced from time to time. For the avoidance of doubt, this Appendix does not apply to or modify the Plan with respect of any Beneficiaries except for the Israeli Beneficiaries.

1.4.

1.5.

Any capitalized term not specifically defined in this Appendix shall be construed according to the meaning given to it in the Plan.

2.	DEFINITIONS

2.1.

“ADS” means an American Depository Receipts listed for trading on NYSE, each representing one ordinary Share of the Company.

2.2.

“Approved 102 Award” means an Award of Restricted Shares to an Israeli Beneficiary pursuant to Section 102(b) of the Ordinance (as such term is defined in Clause 2.15 below) the registration thereof being maintained by the Escrow Agent (as such term is defined in Clause 1.1 below), which may be classified as either a “Capital Gains Award” or an “Ordinary Income Award” (as such terms are respectively defined in Clauses 2.3 and 2.14 below).

2.3.

“102 Award” means any Approved 102 Award or Unapproved 102 Award allocated to an Employee pursuant to Section 102.

2.4.

“3(i) Award” means an Award allocated pursuant to Section 3(i) of the Ordinance to a Non-Employee.

2.5.

“Award” means any award and allocation of Restricted Shares to an Employee pursuant to the Plan.

2.6.

“Award Agreement” means the agreement between the Company and the Israeli Beneficiary, setting out the terms and conditions of the Award to such Israeli Beneficiary, including, inter alia , the number of Restricted Shares to which the Award relates and the type of Awards thereunder (whether Capital Gains Awards, Ordinary Income Awards, Unapproved 102 Awards or 3(i) Awards) and the vesting and restriction provisions

2.7.

“Capital Gains Award” means an Approved 102 Award elected and designated by the Company to qualify under the capital gains tax treatment in accordance with the provisions of Section 102(b)(2) of the Ordinance.

2.8.

“Controlling Shareholder” shall have the meaning ascribed to it in Section 32(9) of the Ordinance.

2.9.

“Employee” means a person who is employed by the Company or any of its Subsidiaries, but excluding any Controlling Shareholder, all as determined in Section 102.

2.10.

“Escrow Agent” means an escrow agent appointed by the Company, and approved by the ITA, to serve as an escrow agent in connection with the allocation of Approved 102 Awards, all in accordance with the provisions of Section 102.

2.11.

“ITA” means the Israeli Tax Authorities.

2.12.

2.13.

“Individual letter of Notification” has the meaning as set out under the Plan.

2.14.

“Ordinary Income Award” means an Approved 102 Award elected and designated by the Company to qualify under the ordinary income tax treatment in accordance with the provisions of Section 102(b)(1) of the Ordinance.

2.15.

“Ordinance ” means the Israeli Income Tax Ordinance (New Version), 5721 – 1961, as in effect from time to time.

2.16.

“Restricted Share(s)” has the meaning as set out under the Plan.

2.17.

“Section 102” means Section 102 of the Ordinance and any regulations, rules, orders or procedures promulgated thereunder, as in effect from time to time.

2.18.

“Subsidiary” means any “employing company” within the meaning of such term in Section 102(a) of the Ordinance.

2.19.

“Unapproved 102 Award” means an Award allocated pursuant to Section 102(c) of the Ordinance.

2.20.

“Vested Restricted Share(s)” means the Restricted Share(s) that were transferred and issued pursuant to the expiration of the Vesting Period (as term is defined in the Plan) to the Escrow Agent pursuant to an Award to an Israeli Beneficiary.

AWARDS

3.1.

The persons eligible for Awards under the Plan as Israeli Beneficiaries shall include Employees who are residents of the State of Israel or those who are deemed to be residents of the State of Israel for the purpose of payment of income tax under the Ordinance.

3.2.

The Company may designate, at its sole discretion, Awards allocated to Employees pursuant to Section 102 as Unapproved 102 Awards or as Approved 102 Awards.

3.3.

The allocation and Award of Approved 102 Awards shall be made under this Appendix adopted by the Board of Directors, and shall be conditioned upon the approval of this Appendix by the ITA.

3.4.

No Approved 102 Awards shall be allocated and Awarded under this Appendix to any Employee unless and until the Company’s election of the type of Approved 102 Awards to be allocated and Awarded to Employees – Capital Gains Awards or Ordinary Income Awards – is appropriately filed with the ITA (the “Election”). Such Election shall become effective beginning on the first date of Award of an Approved 102 Awards under this Appendix and shall remain in effect until the end of the year following the year during which the Company first granted Approved 102 Awards (the “Term”). The Election shall obligate the Company to grant during the Term only the type of Approved 102 Awards it has elected, and shall apply to all Israeli Beneficiaries who were allocated and Awarded Approved 102 Awards during the Term, all in accordance with the provisions of Section 102(g) of the Ordinance. For the avoidance of doubt, such Election shall not prevent the Company from granting Unapproved 102 Awards simultaneously.

3.5.

The Escrow Agent shall maintain a register of all Approved 102 Awards, all in accordance with the terms and conditions set out in Clause 4 below.

3.6.

For the avoidance of doubt, the grant of Unapproved 102 Awards and Approved 102 Awards shall be subject to the terms and conditions set forth in Section 102 of the Ordinance.

4.	ESCROW AGENT

4.1.

All Awards, Restricted Shares and, if applicable, other shares or other rights to shares received subsequently in respect of such Restricted Shares shall all be Awarded, allocated and issued to the Escrow Agent on behalf of the Israeli Beneficiary and held for the benefit of the Israeli Beneficiaries for such period of time as required under Section 102 (the “Holding Period”). In the event the requirements for the Approved 102 Awards are not met, then the Approved 102 Awards may be regarded as Unapproved 102 Awards, all in accordance with the provisions of Section 102.

4.2.

Notwithstanding anything to the contrary, the Escrow Agent shall not release any Restricted Shares allocated or issued to it upon prior to the full payment of the Israeli Beneficiary’s tax liabilities arising from the Award of the Approved 102 Awards and/or the sale of the Restricted Shares and/or the filing of an application for admission to register the Restricted Shares for trading on the NYSE, under the form of ADSs, if any.

4.3.

Subject to the provisions of Section 102, an Israeli Beneficiary shall not sell or release from the Escrow Agent any rights Restricted Shares and/or Restricted Shares received subsequently in connection with Approved 102 Award held by the Escrow Agent on its behalf, until the lapse of the Holding Period required under Section 102. Notwithstanding the above, if any such sale or release occurs during the Holding Period, the sanctions under Section 102 shall apply to, and shall be borne by, such Israeli Beneficiary.

4.4.

By the execution, and (where relevant) timely return, of the Award Agreement and the Individual Letter of Notification (as defined under the Plan) and upon allocation of an Approved 102 Award, the Israeli Beneficiaries undertakes to release the Escrow Agent from any liability in respect of any action or decision duly taken and bona fide executed in relation to this Appendix, any Approved 102 Award or Restricted Share issued to the escrow Agent to be held in escrow for the benefit of such Israeli Beneficiary thereunder.

4.5.

No Restricted Shares or any additional rights issued by the Company to the Escrow Agent for the benefit of an Israeli Beneficiary shall be held by the Escrow Agent for a period longer than ten (10) years after the end of the Term. The Company shall instruct the Escrow Agent as to the transfer of these Restricted Shares or any additional rights issued by the Company to the Escrow Agent for the benefit of an Israeli Beneficiary.

5.	TERMS AND CONDITIONS

The terms and conditions upon which the Awards shall be allocated and vest shall be as specified in the Plan, the Individual Letter of Notification and the Award Agreement to be executed pursuant to this Appendix. Each Award Agreement shall state, inter alia , the number of Restricted Shares to which the Award relates and the type of Awards thereunder (whether Capital Gains Awards, Ordinary Income Awards, Unapproved 102 Awards or 3(i) Awards) and the vesting and restriction provisions.

6.	FAIR MARKET VALUE

As the Company’s shares are listed for trading on New York Stock Exchange, the fair market value of Awards’ underlying ADSs shall be determined in accordance with the provisions set in Section 102(b)(3) of the Ordinance.

7.	ISSUE OF RESTRICTED SHARES

Upon the expiration of the Vesting Period and subject to the compliance by the Israeli Beneficiary with the terms and conditions stipulated under the Plan, the Individual Notification letter and the Award Agreement, the Company shall issue the Restricted Shares to the Escrow Agent.

8.	ASSIGNABILITY AND SALE OF AWARDS AND RESTRICTED SHARES

8.1.

No Award, Restricted Shares or any right with respect thereto, shall be assignable, transferable or given as collateral or any right with respect to it given to any third party whatsoever, and during the lifetime of the Israeli Beneficiary’s each and all of such Israeli Beneficiary’s rights to receive Restricted Shares hereunder shall be Awarded for the benefit only of the Israeli Beneficiary. Any such action made directly or indirectly, for an immediate validation or for a future one, shall be void.

8.2.

As long as Restricted Shares are held by the Escrow Agent on behalf of an Israeli Beneficiary, all such Israeli Beneficiary’s rights in the Restricted Shares are personal, cannot be transferred, assigned, pledged or mortgaged, except for that transfers pursuant to a will or by the laws of descent and distribution, provided that the transferee thereof shall be subject to the provisions of Section 102 as would have been applicable to the deceased Israeli Beneficiary.

9.	INTEGRATION OF SECTION 102 AND THE ITA

9.1.

With regards to Approved 102 Awards, the provisions of the Plan and/or the Appendix and/or the Award Agreement shall be subject to the provisions of Section 102 and the Israeli Tax Authority’s approval, and the said provisions and permit shall be deemed an integral part of the Plan, the Appendix and the Award Agreement. For the removal of doubt, in case of any contradiction between any provision of the Plan, the Appendix or the Award Agreement, one the one side, and Section 102 and/or the Israeli Tax Authority’s approval, on the other side, the latter shall prevail and shall be binding upon the Company and the Israeli Beneficiaries where matters of Israeli taxation are concerned.

9.2.

Any provision of Section 102 and/or the said permit which is necessary in order to receive and/or to keep any tax benefit pursuant to Section 102, which is not expressly specified in the Plan, the Appendix or the Award Agreement, shall be binding upon the Company and the Israeli Beneficiaries.

10.

DIVIDEND

Subject to the Company’s incorporation documents and applicable laws, the Israeli Beneficiary shall be entitled to receive dividends with respect to all Restricted Shares held by the Escrow Agent on behalf of the Israeli Beneficiary and subject to any applicable taxation on distribution of dividends, and when applicable subject to the provisions of Section 102.

11.	RIGHTS AS A SHAREHOLDER

Unless otherwise specified in the Plan and subject to the restrictions on the transfer of the Restricted Shares, following the expiration of the Vesting Period and following the issue of the Restricted Shares to the Escrow Agent for the benefit and on behalf of an Israeli Beneficiary, such Israeli Beneficiary shall have all rights as a shareholder with respect to the Restricted Shares issued under the Plan and in particular: (i) the pre-emptive subscription right; (ii) the information right; (iii) the right to participate in the shareholders’ meetings; (iv) the right to vote; and/or (v) the right to dividends and potential non-appropriated reserves, if any.

12.	TAX CONSEQUENCES

12.1.

Any tax consequences arising from any Award allocated to an Israeli Beneficiary or any other event or act with respect thereof (of the Company and/or its Subsidiaries and/or the Escrow Agent and/or the Israeli Beneficiary), shall be borne solely by the applicable Israeli Beneficiary. The Company and/or its Subsidiaries and/or the Escrow Agent shall withhold all taxes according to the requirements under any applicable laws, rules, and regulations, including without limitation withholding taxes at source. Furthermore, the Israeli Beneficiary shall indemnify the Company and/or its Subsidiaries and/or the Escrow Agent, as applicable, and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Israeli Beneficiary.

12.2.

12.3.

With respect to Unapproved 102 Awards, if the Israeli Beneficiary ceases to be employed by the Company or any of its Subsidiaries, the Israeli Beneficiary shall extend to the Company and/or the applicable Subsidiary a security or guarantee, to the full satisfaction of the Company, for the payment of taxes and the like due at the time of sale of Shares, all in accordance with the provisions of Section 102.

13.	GOVERNING LAW & JURISDICTION

- SEQUANS COMMUNICATIONS SA -

APPENDIX RELATING TO UK BENEFICIARIES

RESTRICTED SHARES AWARD PLAN – 2016-1

GENERAL

1.1.

This appendix (the “Appendix”) shall apply only to beneficiaries (the “Beneficiaries”) of the Plan (as such term is defined below) who are residents of the United Kingdom for the purpose of payment of income tax (the “UK Beneficiaries”). The provisions specified hereunder shall form an integral part of the Restricted Share Award Plan – 2016-1 (the “Plan”) as amended on October 25 ^th , 2016, which applies to the grant of restricted free shares of SEQUANS COMMUNICATIONS SA, a Société Anonyme , incorporated under the laws of the Republic of France, having its statutory seat in Colombes, France (the “Company”).

This Appendix was approved by the board of directors of SEQUANS COMMUNICATIONS SA on July 26, 2016 and amended on October 25 ^th , 2016.

1.2.	According to the Plan, restricted free shares of the Company may notably be granted to to employees of SEQUANS COMMUNICATIONS LTD. (the “UK Beneficiaries”), English subsidiary of the Company.

1.3.

The Appendix is to be read as an integral part of the Plan so that the Appendix and the Plan jointly will comply with the requirements of UK law and notably Paragraph 1 of the Social Security Contributions and Benefits Act 1992. For the avoidance of doubt, this Appendix does not apply to or modify the Plan with respect of any Beneficiaries except for the UK Beneficiaries.

1.4.

The Plan and this Appendix are complimentary to each other and shall be deemed as one with respect to UK Beneficiaries. In any case of a contradiction (explicit or implicit) between the provisions of this Appendix and the Plan, the provisions of this Appendix shall prevail where tax law issues are concerned.

1.5.	Any capitalized term not specifically defined in this Appendix shall be construed according to the meaning given to it in the Plan.

2.	VESTING OF RESTRICTED FREE SHARES

Upon the free and clear acquisition of the shares due to the passage of time in the employment of the Company (“vesting”), the UK Beneficiary shall (as the Board shall direct):

pay to SEQUANS COMMUNICATIONS Ltd. (or such other person as the Board may direct) such sum or sums as may, in the reasonable opinion of the Board, be appropriate to indemnify SEQUANS COMMUNICATIONS Ltd. as employer (as the term is defined in the PAYE Regulations or NI Rules, as appropriate) of the Beneficiary in respect of any free share Tax Liability; and/or

authorise SEQUANS COMMUNICATIONS Ltd. to arrange the sale on his behalf of sufficient shares of , to discharge any free share Tax Liability in respect of the vesting of the restricted free share and retain from the proceeds of sale any amount of free share Tax Liability which has not been recovered; and/or

authorise SEQUANS COMMUNICATIONS Ltd. to deduct from any amounts which are or at any time in the future become due to the Beneficiary, whether from SEQUANS COMMUNICATIONS Ltd. or any other person (and whether such amounts are due pursuant to the office or employment or otherwise), such amount or amounts as, in the reasonable opinion of the Board, is necessary to give effect to such indemnity; and/or

consent to being party to an agreement under Social Security Contributions and Benefits Act 1992 Schedule 1 paragraph 3A or consent to be party to a joint election under Social Security Contributions and Benefits Act 1992 Schedule 1 paragraph 3B as appropriate. The effect of the aforementioned paragraphs is to make the Beneficiary liable to secondary Class 1 national insurance contributions, for which section 481 ITEPA 2003 allows a deduction in arriving at the Beneficiary’s income subject to income tax; and/or

appoint (irrevocably and by way of security for the performance of his obligations under clause 7.4(b)) SEQUANS COMMUNICATIONS Ltd. (with full power of substitution) as his attorney for the purpose of signing, in his name and on his or her behalf any documents required to implement the foregoing; and/or

f.	agree to be party to an election under section 431 of the Income Tax (Earnings and Pensions) Act 2003 within 14 days of the vesting of the Restricted Free Shares.

3.	TAX CONSEQUENCES

The UK Beneficiary hereby expressly agrees that the SEQUANS COMMUNICATIONS Ltd. National Insurance be transferred to him/her, with respect to the grant of employment related securities (the “Restricted Free Shares”) pursuant to the Plan.

Consequently, the Beneficiary agrees to the transfer of the whole liability for the secondary contributor’s National Insurance contributions (NICs) that arise on any relevant employment income covered by election from the secondary contributor of SEQUANS COMMUNICATIONS Ltd (hereafter the “ Transfer ”).

Relevant employment income from securities and options on which SEQUANS COMMUNICATIONS Ltd.’s NICs becomes due is defined as:

an amount that counts as employment income of the earner under section 426 of ITEPA 2003 (restricted securities: charge on certain post-acquisition events),

ii.

an amount that counts as employment income of the earner under section 438 of that Act (convertible securities: charge on certain post-acquisition events), or

iii.

any gain that is treated as remuneration derived from the earner’s employment by virtue of section 4(4)(a) SSCBA 1992.

The Transfer will not apply to the extent that it relates to relevant employment income which is employment income of the earner by virtue of Chapter 3A of Part 7 of ITEPA 2003 (employment income: securities with artificially depressed market value).

The Transfer does not apply in relation to any liability, or any part of any liability, arising as a result of regulations being given retrospective effect by virtue of section 4B(2) of either the Social Security Contributions and Benefits Act 1992 or the Social Security Contributions and Benefits (Northern Ireland) Act 1992.

In signing the Plan and the Appendix, the UK Beneficiary authorises SEQUANS COMMUNICATIONS Ltd., or other body (if applicable), to recover an amount sufficient to cover the liability for the employer’s NICs transferred in accordance with the arrangements summarised below and further detailed in the Plan:

•

A deduction from salary or other payments due; or.

•

The delivery in cleared funds from the UK Beneficiary in sufficient time to enable SEQUANS COMMUNICATIONS Ltd. to make payment to HM Revenue & Customs (HMRC); or

•

The sale of sufficient shares acquired from the UK Beneficiary’s vested free shares following notification to SEQUANS COMMUNICATIONS Ltd. Scheme Administrator, the proceeds of which must be delivered to SEQUANS COMMUNICATIONS Ltd. in sufficient time for payment to be made to HMRC by the due date; or.

•

A deduction from any cash payment, treated as Relevant Employment Income, given to the UK Beneficiary; or.

•

Where the proceeds of the gain are to be made through a third party, the UK Beneficiary will authorise that party to withhold an amount from the payment or to sell shares sufficient to cover the secondary NICs transferred. Such amount will be paid in sufficient time to enable SEQUANS COMMUNICATIONS Ltd. to make payment to HMRC by the due date.

SEQUANS COMMUNICATIONS Ltd. and the Beneficiary will ensure that payment of the liability for the secondary NICs will be made to HMRC within 14 days following the end of the Income Tax month in which the relevant employment income arises —the due date.

The UK Beneficiary understands that in agreeing the Transfer he/her will be personally liable for the secondary NICs.

The UK Beneficiary is expressly informed that he shall enter into a separate joint election related to the Transfer.

Joint Election for the transfer of Employer’s

National Insurance contributions to the employee

Between

SEQUANS COMMUNICATIONS Ltd. (‘the Secondary Contributor’ who is the employer), whose Registered Office is at 155 Wharfedale Road, Winnersh Triangle, Reading, Berkshire RG41 5RB, Company Registration number 05641993,

referred to as the “Company”

and

[insert name of employee], whose National Insurance number is [exampleAA 000000 A].

referred tro as the “Employee”

1.	PURPOSE AND SCOPE OF ELECTION

(a) This election covers the grant on [DD/MM/YYYY] of employment-related securities options under the Restricted Shares Award Plan 2016 (the “Plan”) approved by the Shareholders of SEQUANS COMMUNICATION SA, mother company of the Employer, on June 28, 2016 and amended on October 25 ^th , 2016. An appendix to this Plan (the Appendix”) for UK Beneficiaries has been approved on July 26, 2016 and amended on October 25, 2016.

(b) This joint election is made in accordance with Paragraph 3B(1) of Schedule 1 of the Social Security Contributions and Benefits Act 1992 (‘SSCBA 1992’).

(c) The Company requests the Employee to enter into this joint election to transfer the liability for the secondary contributor’s National lnsurance contributions (NICs) that arise on any relevant employment income covered by this election from the secondary contributor to the Employee.

(d) The employer’s National Insurance liability that shall transfer from the employer to the Employee under this joint election is the whole of the secondary liability.

Relevant employment income from securities and options specified in 2(a) on which employer’s NICs becomes due is defined as:

an amount that counts as employment income of the earner under section 426 of ITEPA 2003 (restricted securities: charge on certain post-acquisition events),

ii.

an amount that counts as employment income of the earner under section 438 of that Act (convertible securities: charge on certain post-acquisition events), or

iii.

any gain that is treated as remuneration derived from the earner’s employment by virtue of section 4(4)(a) SSCBA 1992.

(e) This joint election will not apply to the extent that it relates to relevant employment income which is employment income of the earner by virtue of Chapter 3A of Part 7 of ITEPA 2003 (employment income: securities with artificially depressed market value).

(f) This election does not apply in relation to any liability, or any part of any liability, arising as a result of regulations being given retrospective effect by virtue of section 4B(2) of either the Social Security Contributions and Benefits Act 1992 or the Social Security Contributions and Benefits (Northern Ireland) Act 1992.

2.	ARRANGEMENTS FOR PAYMENT OF SECONDARY NICS

(a) In signing this joint-election the Employee authorises the Company, or other body (if applicable), to recover an amount sufficient to cover the liability for the employer’s NICs transferred under this election in accordance with the arrangements summarised below and further detailed in the Appendix:

•

A deduction from salary or other payments due; or.

•

The delivery in cleared funds from the Employee in sufficient time to enable the Company to make payment to HM Revenue & Customs (HMRC); or.

•

The sale of sufficient shares from the Employee’s vested shares following notification to the Company Scheme Administrator, the proceeds of which must be delivered to the Company in sufficient time for payment to be made to HMRC by the due date; or.

•

A deduction from any cash payment, treated as Relevant Employment Income, given to the Employee; or.

•

Where the proceeds of the gain are to be made through a third party, such as the Company’s equity plan administrator, the Employee will authorise that party to withhold an amount from the payment or to sell shares sufficient to cover the secondary NICs transferred. Such amount will be paid in sufficient time to enable the Company to make payment to HMRC by the due date.

(b) The Company and the Employee will ensure that payment of the liability for the secondary NICs will be made to HMRC within 14 days following the end of the Income Tax month in which the relevant employment income arises —the due date.

The Employee understands that in making this election they will be personally liable for the secondary NICs covered by this election.

3.	DURATION OF THIS ELECTION

(a) This joint election shall continue in force from the time it is made until whichever of the following first takes place:

•

the Company gives notice to the Employee terminating the joint election

•

it is cancelled jointly by the Company and the Employee

•

it ceases to have effect in accordance with the terms of the joint election

•

HMRC serves notice on the Company that the approval of the joint election has been withdrawn

(b) The terms of this joint-election will continue in full force regardless of whether the Employee ceases to be an employee of the Company.

Executed in two original copies, on


The Employee

The Employer

Exhibit 99.3

BSA (Warrants) Subscription Plan 2016-1

SEQUANS COMMUNICATIONS

Société anonyme au capital de 1.184.976,98 euros

Siège social : Les Portes de la Défense, 15-55 boulevard Charles de Gaulle - 92700 COLOMBES

RCS Nanterre 450 249 677

BSA (Warrants) Subscription Plan 2016-1

(1)	SEQUANS COMMUNICATIONS

(2)	THE HOLDERS OF BSA 2016-1

BSA (Warrants) Subscription Plan 2016-1

Summary

PREAMBLE : OF THE ISSUANCE AGREEMENT


Title 1.	SUBSCRIPTION AND FEATURES OF BSA 2016-1

	Article 1.	Holders of BSA 2016-1
	Article 2.	Allotment and subscription of BSA 2016-1
	Article 3.	Features and period of validity of BSA 2016-1 – Conditions of exercise
	Article 4.	Cessation of Holder’s contractual relationship with Sequans Communications or one of its subsidiaries
	Article 5.	Setting of the subscription price for shares covered by the BSA 2016-1

Title 2.	RIGHT OF EXERCISE – SUSPENSION – FORMALITIES – SHARES SUBSCRIBED

	Article 6.	Suspension of the rights to exercise the BSA 2016-1
	Article 7.	Conditions of exercise of BSA 2016-1
	Article 8.	Delivery and form of shares
	Article 9.	Rights and availability of shares

Title 3.	REPRESENTATION OF HOLDERS - PROTECTION – AMENDMENT OF THE ISSUANCE AGREEMENT

	Article 10.	Representation of Holders
	Article 11.	Protection of Holders – Rights of the Company
	Article 12.	Binding effect – Amendment of the issuance agreement – Term – Jurisdiction

BSA (Warrants) Subscription Plan 2016-1

WHEREAS

In order to reward its business partners (consultants, advisers…) which have not the quality of shareholder of the company, Sequans Communications wishes to set up a system enabling them to share in its growth.

This BSA 2016-1 warrants subscription plan is a mechanism by which Sequans Communications offers its business partners the possibility of subscribing for warrants (hereafter referred to as “ BSA 2016-1 ”) at a set price; the exercise of each BSA 2016-1 allows the subscription for a new ordinary share during a certain period, at a price set on the date the BSA 2016-1 are issued, and that remains fixed during the entire period. In this way, the beneficiaries participate in their company’s performance through the changes in share value, even before they become shareholders by exercising the BSA 2016-1 to subscribe for shares. This mechanism is governed, in particular, by the provisions set forth under article L.228-91 of the French Commercial Code.

In a decision taken on 28 June 2016, a combined general shareholders’ meeting voted in favour of the principle of issuing BSA 2016-1, with a unitary price of 0.01 Euro, likely to give rise to a maximum of 1,000,000 new ordinary shares with a unitary par value of EUR 0.02.

This combined general shareholders’ meeting has defined the conditions of setting of the subscription price for the ordinary shares likely to be issued upon exercise of each BSA 2016-1 and decided that this price would be equal to the closing price of the Sequans Communications share (ADS) listed on the New York Stock Exchange (NYSE), on the date of the granting of said BSA 2016-1.

In addition, this decision granted the Board of Directors the power to issue such BSA 2016-1, on one or more occasions, including the authority to determine the holders and the number of BSA 2016-1 to be issued and the exercise conditions. Furthermore, the Board of Directors was granted the power to increase share capital, subject to certain restrictions, by a maximum amount equal to the total number of BSA 2016-1 issued, to record the successive increases in share capital as a result of the exercise of the BSA 2016-1, and to carry out all formalities required as a result thereof.

Pursuant to the aforesaid delegation of power, the Board of Directors has defined, at a meeting held on 29 June 2016, the terms and conditions of the BSA 2016-1 (Warrants) Issuance Agreement (the “ Issuance Agreement ”) governing BSA 2016-1.

THE PARTIES AGREE AS FOLLOWS

BSA (Warrants) Subscription Plan 2016-1

Title 1. SUBSCRIPTION AND FEATURES OF BSA 2016-1

Article 1.

Holders of BSA 2016-1

The Holder is a physical person or legal entity having effective contractual relationship – on the basis of a services contract duly signed - with Sequans Communications at the date an offer of subscription of BSA 2016-1 is made pursuant to this Issuance Agreement.

Holders are approved by the Company’s Board of Directors.

Article 2.

Allotment and subscription of BSA 2016-1.

The BSA 2016-1 offered to the Holders shall be subscribed at the price of 0.01 Euro per BSA 2016-1, price which shall be paid on subscription, either by means of a payment in cash or by way of a set-off with a debt owed by the Company to Holder.

The number of BSA 2016-1 proposed to each Holder shall be indicated in an Individual Notification Letter sent to him/her by the Chairman or his delegate; the subscription of such BSA 2016-1 shall be done no later than 7 days from the receipt of the aforesaid letter, by returning to the Company

(i) a copy of this Issuance Agreement,

(ii) a copy of the Individual Letter of Notification, and

(iii) the BSA subscription form duly signed

being specified that all such copies shall be duly executed by the Beneficiary who acknowledges that the Individual Letter of Notification is part of these Issuance Agreement.

F AILURE TO COMPLY WITH THIS MAJOR FORMALITY WITHIN THE APPLICABLE PERIOD – EXCEPT IN THE EVENT OF F ORCE M AJEURE - SHALL RENDER THE BSA 2016-1 ISSUED IMMEDIATELY AND AUTOMATICALLY NULL AND VOID .

Article 3.

Features and period of validity of BSA 2016-1 – Conditions of exercise

BSA 2016-1 are granted for a period of 10 years as from the time they are issued by the Board of Directors, and provided they are subscribed for by the Holder.

BSA 2016-1 must be exercised within the aforementioned maximum period of 10 years , any BSA 2016-1 not exercised before the expiry of such period shall automatically become null and void.

The Holder may exercise his/her BSA 2016-1 pursuant to the following vesting schedule:

•

25% of his/her BSA 2016-1 beginning on the one-year anniversary of their issuance (the “Issuance Date”), and an additional 1/12th of the remaining 75% of the BSA 2016-1 issued, beginning on the corresponding day of each three month period thereafter (i.e. quarterly vesting), such that 100% of the BSA 2016-1 issued have become exercisable by the 4th anniversary of the Issuance Date. For example , if 160 BSA 2016-1 are granted on 26 July 2016, 40 BSA 2016-1 become exercisable beginning 26 July 2017, then 10 BSA 2016-1 become exercisable beginning 26 October 2017, another 10 BSA 2016-1 become exercisable beginning 26 January 2018 and so forth until all 160 BSA 2016-1 are exercisable as of 26 July 2020.

Exercising a BSA 2016-1 entitles the Holder to subscribe for one new ordinary share with a par value of EUR 0.02 (hereafter a “ New Share ”).

This number of shares cannot be modified during the BSA 2016-1 period of validity, except in the event of an adjustment in the subscription price - as defined under article 11 below - in accordance with the requirements provided by law.

Article 4.

Cessation of Holder’s contractual relationship with Sequans Communications or one of its subsidiaries - Exceptions

In the event of a termination, anticipated or not, of the Holder’s services contract with Sequans Communications or one of its subsidiaries, regardless of the reason, said Holder shall lose any and all rights with regard to BSA 2016-1 not yet exercisable on the date of the aforesaid termination, in accordance with the schedule for exercising the BSA 2016-1 set out in the Individual Notification Letter referred to under article 2 above.

BSA (Warrants) Subscription Plan 2016-1

However, the Holder retains the right to exercise BSA 2016-1 that are exercisable and that have not yet been exercised, provided that such Holder exercises his/her BSA 2016-1 within a period of ninety (90) days following the aforesaid termination.

After the expiry of such period, the Holder shall lose any and all rights with regard to unexercised BSA 2016-1 which shall be null and void.

Notwithstanding the above and in the event of :

•

death of the Holder , his heirs or beneficiaries shall have a period of 6 months to exercise the BSA 2016-1. After the expiry of this 6-month period hereinabove, said heirs or beneficiaries shall lose all rights with regard to unexercised BSA 2016-1 ,

•

2nd and 3rd category disability , within the meaning of article L.341-4 of the French Social Security Code - or an equivalent foreign social security regime - Holders may preserve their right to exercise their BSA 2016-1 which are exercisable, but they will remain subject to the other conditions of this Plan.

Article 5.

Setting of the subscription price for shares covered by the BSA 2016-1

The subscription price for New Shares to be issued pursuant to an exercise of the BSA 2016-1 is set at the closing price of the Sequans Communications share (ADS) listed on the NYSE, on the effective date of allotment of such BSA 2016-1.

This price is mentioned in the Individual Notification Letter, price which may not be changed during the BSA 2016-1’ period of validity, except in the event of adjustments in accordance with statutory and regulatory requirements.

The subscription price is set in USD per share (ADS); the counter value in Euros shall be determined on the exercise date of the BSA. The par value of each share (ADS) is EUR 0.02.

Title 2. RIGHT OF EXERCISE – SUSPENSION – FORMALITIES – SHARES SUBSCRIBED

Article 6.

Suspension of the rights to exercise BSA 2016-1

If necessary, the Board of Directors may suspend the right to exercise the BSA 2016-1. In particular, a suspension may be ordered whenever a transaction concerning Sequans Communications’ share capital requires knowing in advance the exact number of shares that make up share capital or in the event that one of the financial transactions requiring an adjustment is carried out.

In such case, Sequans Communications shall inform the Beneficiaries of the BSA 2016-1, indicating the date of the suspension and the date on which the right to exercise BSA 2016-1 will be re-established. Such suspension may not exceed 3 months.

If the right to exercise a BSA 2016-1 expires during a period in which rights are suspended, the period for exercising the BSA 2016-1 shall be extended by the length of the suspension period.

Article 7.

Conditions of exercise of BSA 2016-1

All requests for exercising BSA 2016-1, documented by the signature of a subscription certificate specific to this BSA 2016-1 Issuance Agreement, shall be sent to Sequans Communications, and shall be accompanied by a cheque made out to the Company’s order in an amount corresponding to the number of New Shares subscribed multiplied by the subscription price, considering that such shares must be fully paid up in cash at the time of subscription, except the case of settlement of the subscription price by way of a set-off with a debt.

If the Holder has been registered in the on-line equity management system established by the Company, exercise of BSA 2016-1 shall take place in accordance with the process manual provided to the Holder and/or available from the Company’s human resources department.

Failure to fully pay the exercise price renders the subscription null and void.

Article 8.

Delivery and form of shares

New Shares acquired by exercising BSA 2016-1 are registered in the books of Sequans Communications as registered shares.

BSA (Warrants) Subscription Plan 2016-1

Article 9. Rights and availability of shares

The New Shares shall be subject to all provisions of the by-laws and shall enjoy all rights pertaining to ordinary shares as from the date the increase in share capital is completed.

However, since these shares are listed for trading on the New York Stock Exchange and in order to avoid any insider trading risk, Holders shall comply with the Insider Trading Compliance Policy of the Company, available on the Company’s intranet and website, and/or from the human resources department.

Title 3. REPRESENTATION OF HOLDERS – PROTECTION –

AMENDMENT OF THE ISSUANCE AGREEMENT

Article 10 .

Representation of Holders of BSA

Pursuant to the provisions of Article L. 228-103 of the French Commercial Code, the Holders of BSA 2016-1 are grouped into a body with legal personality protecting their joint interests (the “ masse” ). General meetings of Holders may meet at the registered office or in any other location of the department of the registered office or of bordering departments .

The masse will appoint one or more representatives of the body, at the request of the Board of Directors. The representative(s) of the masse will be governed by applicable legal and regulatory provisions. The representative of the masse will receive no remuneration for his duties.

Article 11.

Protection of Holders – Rights of the Company

11.1	Holders will enjoy the protection reserved by law and regulations for holders of securities giving access to the capital. The Company will provide the Holders, or their representative, with the information set out by the law and regulations.

11.2

During the entire period of validity of the BSA 2016-1, the Company will have the option of changing its form or object, without obtaining prior authorisation from the Holders of BSA 2016-1. In addition, the Company shall be entitled to change the rules for distributing profits, write down its capital, or create preferred shares entailing such modification or writing down, subject to the prior authorisation to be delivered pursuant the terms of Article L. 228-103 of the French Commercial code and provided that the Company accordingly complies with applicable legal and/or regulatory provisions.

11.3

Subject to the powers expressly reserved by law for the general meeting of shareholders and, as the case may be, for the general meeting and for the representative of the body of Holders, the Board of directors will be empowered to take either of the measures relating to the protection and adjustment of the rights of Holders as provided for under paragraphs 1°, 2° or 3° of Article L. 228-99 of the French Commercial Code.

11.4

The Issuance Agreement and the conditions for the subscription or allotment of equity securities determined at the time of the issuance may only be amended by the extraordinary general meeting of shareholders of the Company, with the authorisation of the Holders obtained under the conditions provided for by law, in particular by Article L. 228-103 of the French Commercial Code.

Article 12.

Binding effect – Amendment of the issuance agreement – Term – Jurisdiction

12.1	The Holders are automatically subject to this Issuance Agreement, through this subscription or acquisition of BSA 2016-1.

12.2

This Issuance Agreement becomes effective on the date of effective subscription of the BSA 2016-1 and ends on the first of the following dates: (a) the expiry date of the BSA 2016-1, (b) the date on which all the BSA 2016-1 have been exercised or waived. In addition, it will cease to be binding on each BSA 2016-1 Holder on the date on which such holder ceases to hold any BSA 2016-1.

12.3

This Issuance Agreement is subject to French law. Any dispute relating to this Issuance Agreement or relating to the application of the terms and conditions of the BSA 2016-1 will be referred to the relevant court of the district of the Cour d’appel (Court of Appeal) of the registered office of the Company.

BSA (Warrants) Subscription Plan 2016-1

Executed in two (2) copies


SEQUANS COMMUNICATIONS

M.

(the “ Holder ”)

(The Holder shall initialize each page, sign the last page and write down: “read and approved”)

Exhibit 99.4

BSA (Warrants) Subscription Plan 2016-2

SEQUANS COMMUNICATIONS

Société anonyme au capital de 1.184.976,98 Euros

Siège social : Les Portes de la Défense, 15-55 boulevard Charles de Gaulle - 92700 COLOMBES

RCS Nanterre 450 249 677

BSA (Warrants) Subscription Plan 2016-2

(1)	SEQUANS COMMUNICATIONS

(2)	THE HOLDERS OF BSA 2016-2

BSA (Warrants) Subscription Plan 2016-2

Summary

PREAMBLE : PRESENTATION OF THE ISSUANCE AGREEMENT


Title 1.	SUBSCRIPTION AND FEATURES OF BSA 2016-2

	Article 1.	Holders of BSA 2016-2
	Article 2.	Allotment and subscription of BSA 2016-2
	Article 3.	Features and period of validity of BSA 2016-2 – Conditions of exercise
	Article 4.	Setting of the subscription price for shares covered by the BSA 2016-2

Title 2.	RIGHT OF EXERCIZE – SUSPENSION – FORMALITIES – SHARES SUBSCRIBED

	Article 5.	Suspension of the rights to exercise the BSA 2016-2
	Article 6.	Conditions of exercise of BSA 2016-2
	Article 7.	Delivery and form of shares
	Article 8.	Rights and availability of shares

Title 3.	REPRESENTATION OF HOLDERS - PROTECTION – AMENDMENT OF THE ISSUANCE AGREEMENT

	Article 9.	Representation of Holders
	Article 10.	Protection of Holders – Rights of the Company
	Article 11.	Binding effect – Amendment of the issuance agreement – Term – Jurisdiction

BSA (Warrants) Subscription Plan 2016-2

WHEREAS

In order to reward its business partners (consultants, advisers…) of the company, Sequans Communications wishes to set up a system enabling them to share in its growth.

This BSA 2016-2 subscription plan is a mechanism by which Sequans Communications offers its business partners the possibility of subscribing for warrants (hereafter referred to as “ BSA 2016-2 ”) at a set price; the exercise of each BSA 2016-2 allows the subscription for a new ordinary share during a certain period, at a price set on the date the BSA 2016-2 are issued, and that remains fixed during the entire period. In this way, the beneficiaries participate in the company’s performance through the changes in share value, even before they become shareholders by exercising the BSA 2016-2 to subscribe for shares. This mechanism is governed, in particular, by the provisions set forth under article L.228-91 of the French Commercial Code.

In a decision taken on 28 June 2016, a combined general shareholders’ meeting voted in favour of the principle of issuing BSA, with a unitary price of 0.01 Euro, likely to give rise to a maximum of 1,000,000 new ordinary shares with a unitary par value of EUR 0.02.

This combined general shareholders’ meeting has defined the conditions of setting of the subscription price for the ordinary shares likely to be issued upon exercise of each BSA 2016-2 and decided that this price would be equal to the closing price of the Sequans Communications share (ADS) listed on the New York Stock Exchange (NYSE), on the date of the granting of said BSA 2016-2.

In addition, this decision granted the Board of Directors the power to issue such BSA 2016-2, on one or more occasions, including the authority to determine the holders and the number of BSA 2016-2 to be issued and the exercise conditions. Furthermore, the Board of Directors was granted the power to increase share capital, subject to certain restrictions, by a maximum amount equal to the total number of BSA 2016-2 issued, to record the successive increases in share capital as a result of the exercise of the BSA 2016-2, and to carry out all formalities required as a result thereof.

Pursuant to the aforesaid delegation of power, the Board of Directors has defined, at a meeting held on 29 June 2016, the terms and conditions of the BSA 2016-2 Issuance Agreement (hereafter the “Issuance Agreement ”) governing BSA 2016-2 to be issued without vesting period.

THE PARTIES AGREE AS FOLLOWS

BSA (Warrants) Subscription Plan 2016-2

Title 1. SUBSCRIPTION AND FEATURES OF BSA 2016-2

Article 1.

Holders of BSA 2016-2

The initial Holder is a physical person or legal entity having effective contractual relationship, on the basis of a services contract duly signed, directly or indirectly, with Sequans Communications at the date an offer of subscription of BSA 2016-2 is made pursuant to this BSA 2016-2 Issuance Agreement. Subsequent Holders agree to abide by the terms of this Issuance Agreement.

All Holders are approved by the Company’s Board of Directors.

Article 2.

Allotment and subscription of BSA 2016-2.

The BSA 2016-2 offered to the initial Holders shall be subscribed at the price of 0.01 Euro per BSA 2016-2, price which shall be paid on subscription, either by mean of a payment in cash or by way of a set-off with a debt owed by the Company to the Holder.

The number of BSA 2016-2 proposed to each initial Holder shall be indicated in an Individual Notification Letter sent to him/her by the Chairman; the subscription of such BSA 2016-2 shall be done no later than 7 days from the receipt of the aforesaid letter, by returning to the Company

(i)

a copy of this Issuance Agreement,

(ii)

a copy of the Individual Letter of Notification

(iii)

the BSA subscription form duly signed

being specified that all such copies shall be duly executed by the Beneficiary who acknowledges that the Individual Letter of Notification is part of these Issuance Agreement.

F AILURE TO COMPLY WITH THIS MAJOR FORMALITY WITHIN THE APPLICABLE PERIOD – EXCEPT IN THE EVENT OF F ORCE M AJEURE - SHALL RENDER THE BSA 2016-2 ISSUED IMMEDIATELY AND AUTOMATICALLY NULL AND VOID .

Article 3.

Features and period of validity of BSA 2016-2 – Conditions of exercise

BSA 2016-2 are granted for a period of 10 years as from the time they are issued by the Board of Directors, and provided they are subscribed for by the initial Holder.

BSA 2016-2 shall be exercisable from the date of their subscription by the Holder.

Exercising a BSA 2016-2 entitles the Holder to subscribe for one new ordinary share with a par value of EUR 0.02 (hereafter a “ New Share ”).

This number of shares cannot be modified during the BSA 2016-2’ period of validity, except in the event of an adjustment in the subscription price - as defined under article 10 below - in accordance with the requirements provided by law.

Any BSA 2016-2 that is not exercised before the expiry of the aforementioned 10-year period shall be null and void.

In the event of death of the Holder, his heirs or beneficiaries shall have a period of six (6) months to exercise the BSA 2016-2. After the expiry of this 6-month period hereinabove, said heirs or beneficiaries shall lose all rights with regard to unexercised BSA 2016-2 ,

Article 4.

Setting of the subscription price for shares covered by the BSA 2016-2

The subscription price for New Shares to be issued pursuant to an exercise of the BSA 2016-2 is set at the closing price of the Sequans Communications share (ADS) listed on the NYSE, on the effective date of allotment of such BSA 2016-2.

This price is mentioned in the Individual Notification Letter, price which may not be changed during the BSA 2016-2’ period of validity, except in the event of adjustments in accordance with statutory and regulatory requirements.

The subscription price is set in USD per share (ADS); the counter value in Euros shall be determined on the exercise date of the BSA. The par value of each share (ADS) is EUR 0.02.

BSA (Warrants) Subscription Plan 2016-2

Title 2. RIGHT OF EXERCISE – SUSPENSION – FORMALITIES – SHARES SUBSCRIBED

Article 5.

Suspension of the rights to exercise BSA 2016-2

If necessary, the Board of Directors may suspend the right to exercise the BSA 2016-2. In particular, a suspension may be ordered whenever a transaction concerning Sequans Communications’ share capital requires knowing in advance the exact number of shares that make up share capital or in the event that one of the financial transactions requiring an adjustment is carried out.

In such case, Sequans Communications shall inform the Beneficiaries of the BSA 2016-2, indicating the date of the suspension and the date on which the right to exercise BSA 2016-2 will be re-established. Such suspension may not exceed 3 months.

If the right to exercise a BSA 2016-2 expires during a period in which rights are suspended, the period for exercising the BSA 2016-2 shall be extended by the length of the suspension period.

Article 6.

Conditions of exercise of BSA 2016-2

All requests for exercising BSA 2016-2, documented by the signature of a subscription certificate specific to this BSA 2016-2 Issuance Agreement, shall be sent to Sequans Communications, and shall be accompanied by a cheque made out to the Company’s order in an amount corresponding to the number of New Shares subscribed multiplied by the subscription price, considering that such shares must be fully paid up in cash at the time of subscription, except the case of settlement of the subscription price by way of a set-off with a debt.

If the Holder has been registered in the on-line equity management system established by the Company, exercise of BSA 2016-2 shall take place in accordance with the process manual provided to the Holder and/or available from the Company’s human resources department.

Failure to fully pay the exercise price renders the subscription null and void.

Article 7.

Delivery and form of shares

New Shares acquired by exercising BSA 2016-2 are registered in the books of Sequans Communications as registered shares.

Article 8.

Rights and availability of shares

The New Shares shall be subject to all provisions of the by-laws and shall enjoy all rights pertaining to ordinary shares as from the date the increase in share capital is completed.

Title 3. REPRESENTATION OF HOLDERS – PROTECTION – AMENDMENT OF THE ISSUANCE

AGREEMENT

Article 9 . Representation of Holders of BSA

Pursuant to the provisions of Article L. 228-103 of the French Commercial Code, the Holders of BSA 2016-2 are grouped into a body with legal personality protecting their joint interests (the “ masse” ). General meetings of Holders may meet at the registered office or in any other location of the department of the registered office or of bordering departments .

The masse will appoint one or more representatives of the body, if requested by the Board of Directors. The representative(s) of the masse will be governed by applicable legal and regulatory provisions. The representative of the masse will receive no remuneration for his duties.

BSA (Warrants) Subscription Plan 2016-2

Article 10.

Protection of Holders – Rights of the Company

10.1	Holders will enjoy the protection reserved by law and regulations for holders of securities giving access to the capital. The Company will provide the Holders, or their representative, with the information set out by the law and regulations.

10.2

During the entire period of validity of the BSA 2016-2, the Company will have the option of changing its form or object, without obtaining prior authorisation from the Holders of BSA 2016-2. In addition, the Company shall be entitled to change the rules for distributing profits, write down its capital, or create preferred shares entailing such modification or writing down, subject to the prior authorisation to be delivered pursuant the terms of Article L. 228-103 of the French Commercial code and provided that the Company accordingly complies with applicable legal and/or regulatory provisions.

10.3

10.4

Article 11.

Binding effect – Amendment of the issuance agreement – Term – Jurisdiction

11.1	The Holders are automatically subject to this Issuance Agreement, through this subscription or acquisition of BSA 2016-2.

11.2

This Issuance Agreement becomes effective on the date of effective subscription of the BSA 2016-2 and ends on the first of the following dates: (a) the expiry date of the BSA 2016-2, (b) the date on which all the BSA 2016-2 have been exercised or waived. In addition, it will cease to be binding on each BSA 2016-2 Holder on the date on which such holder ceases to hold any BSA 2016-2.

11.3

This Issuance Agreement is subject to French law. Any dispute relating to this Issuance Agreement or relating to the application of the terms and conditions of the BSA 2016-2 will be referred to the relevant court of the district of the Cour d’appel (Court of Appeal) of the registered office of the Company.

Executed in two (2) copies


SEQUANS COMMUNICATIONS

M.

(the “ Holder ”)

(The Holder shall initialize each page, sign the last page and write down: “read and approved”)

Exhibit 99.5

SEQUANS COMMUNICATIONS

Société anonyme au capital de 1.184.976,98 Euros

Siège social : Les Portes de la Défense, 15-55 boulevard Charles de Gaulle - 92700 COLOMBES

RCS Nanterre B 450 249 677

BSA (Warrants) Issuance Agreement

Dated June 28th, 2016

(1)	SEQUANS COMMUNICATIONS

(2)	THE HOLDER OF BSA

Summary

PREAMBLE : PRESENTATION OF THE ISSUANCE AGREEMENT


Title 1.	SUBSCRIPTION AND FEATURES OF BSA

	Article 1.	Holder of BSA
	Article 2.	Allotment and subscription of BSA
	Article 3.	Features and period of validity of BSA – Conditions of exercise
	Article 4.	Termination of the mandate of non-executive Board Member of Sequans Communications
	Article 5.	Setting of the subscription price for shares covered by the BSA

Title 2.	RIGHT OF EXERCISE – SUSPENSION – FORMALITIES – SHARES SUBSCRIBED

	Article 6.	Suspension of the rights to exercise the BSA
	Article 7.	Conditions of exercise of BSA
	Article 8.	Delivery and form of shares
	Article 9.	Rights and availability of shares

Title 3.	REPRESENTATION OF HOLDERS - PROTECTION – AMENDMENT OF THE ISSUANCE AGREEMENT

	Article 10.	Representation of Holders
	Article 11.	Protection of Holders – Rights of the Company
	Article 12.	Binding effect – Amendment of the issuance agreement – Term – Jurisdiction

WHEREAS

In a decision taken on June 28th, 2016, a combined general shareholders’ meeting (the “ CGM ”) voted in favour of the issuance a total number of 140,000 BSA , at the price of 0.01 Euro per BSA, allocated as follows :


• Mr. Hubert de Pesquidoux		20,000 BSA

• Mr. Dominique Pitteloud		20,000 BSA

• Mr. Zvi Slonimsky		20,000 BSA

• Mr. Alok Sharma		20,000 BSA

• Mr. Yves Maître		20.000 BSA

• Mr. Richard Nottenburg		40.000 BSA

Each BSA gives the Holder the right to subscribe for one ordinary share at the market value approved by the most recent Board of Directors prior to the actual issue of said BSA. This decision entails the suppression of the shareholders’ pre-emptive subscription rights with respect to the ordinary shares likely to be issued.

Furthermore, the Board of Directors was granted the power to increase share capital by a maximum nominal amount of Euro 2,800, with respect to 140,000 BSA, to record the successive increases in share capital as a result of the exercise of the BSA, and to carry out all formalities required as a result thereof.

The CGM, having eliminated the preferred subscription right of shareholders to the BSA, fully reserved subscription of these BSA for the subscribers designated by the CGM.

The purpose of this BSA issuance agreement (the “Issuance Agreement”) is to define the terms and conditions governing the BSA issued to each Holder with a vesting period.

THE PARTIES AGREE AS FOLLOWS

Title 1. SUBSCRIPTION AND FEATURES OF BSA

Article 1.

Holder of BSA

The initial Holder is a physical person being a non-executive member of the Company’s Board of Directors, designated by the CGM.

The number of BSA allocated to the initial Holder is 20.000 or 40.000, as provided in the recitals.

Subsequent Holders agree to abide by the terms of this Issuance Agreement. All Holders are approved by the Company’s Board of Directors.

Article 2.

Allotment and subscription of BSA.

The BSA proposed to the initial Holders shall be subscribed at the price of 0.01 Euro per BSA, price which shall be paid on subscription, either by mean of a payment in cash or by way of a set-off with a debt.

The number of BSA proposed to the initial Holder shall be indicated in an Individual Notification Letter sent to him/her by the Chairman; the subscription of such shall be done no later than 10 days from the receipt of the aforesaid letter, by returning to the Company

•

the BSA subscription form duly signed,

•

as well as a copy of this Issuance Agreement attached to said letter, after the Holder has duly executed said copies.

F AILURE TO COMPLY WITH THIS MAJOR FORMALITY WITHIN THE APPLICABLE PERIOD – EXCEPT IN THE EVENT OF F ORCE M AJEURE - SHALL RENDER THE BSA ISSUED IMMEDIATELY AND AUTOMATICALLY VOID .

Article 3.

Features and period of validity of BSA – Conditions of exercise

Provided they are subscribed for by the initial Holder, BSA are granted for a period of 10 years as from June 29th, 2015, date of their issuance by the CGM.

BSA must be exercised within the aforementioned maximum period of 10 years ; furthermore, the vesting schedule is at the rate of 1/3rd per year. For the sake of clarity, it is specified that, the Holder shall be entitled to exercise up to 1/3 ^rd of his BSA on the first, up to 2/3 ^rd on the second and without restriction on the third anniversary of the date defined by the CGM and reminded in the Individual Notification Letter.

Exercising a BSA entitles the Holder to subscribe for one ordinary share of Sequans Communications’ share capital at the price of USD 1.86 ( closing price of Sequans Communications ADS on NYSE on 28 June 2016) ; the counter value in Euro shall be determined on the exercise date of the BSA.

This number of shares cannot be modified during the BSA’ period of validity, except in the event of an adjustment in the subscription price and any other adjustments in accordance with statutory and regulatory requirements.

Any BSA that is not exercised before the expiry of the aforementioned 10-year period shall be null and void.

Article 4.

Termination of the mandate of non-executive Board member of Sequans Communications

In the event of a termination, anticipated or not, of the initial Holder’s mandate as non-executive Board member of Sequans Communications, regardless of the reason, or in the event of a transfer, the BSA shall lose any and all exercise rights having not yet vested on the date of the aforesaid termination (hereafter the “ Termination Date ”), in accordance with the schedule for exercising the BSA set under article 2 above.

However, the Holder retains the right to exercise such exercise rights that have vested but have not yet been exercised, provided that Holder exercises them within a period of ninety (90) days following the Termination Date.

After the expiry of such period, the Holder shall lose any and all rights with regard to unexercised BSA which shall be null and void.

Notwithstanding the above and in the event of death of the Holder, his heirs or beneficiaries shall have a period of 6 months to exercise the BSA. After the expiry of this 6-month period hereinabove, said heirs or beneficiaries shall lose all rights with regard to unexercised BSA.

However and should Sequans Communications be subject to an acquisition by a third company, all BSA subscribed by the Holder and not yet exercisable would nevertheless become exercisable from the effective date of such change of control, notwithstanding the schedule set out under article 3 above, allowing said Holder to exercise any and all remaining BSA, provided that such exercise occurs within a period of 30 days following the aforesaid acquisition.

Article 5.

Setting of the subscription price for shares covered by the BSA

The CGM decided that the subscription price for shares to be issued pursuant to an exercise of the BSA shall be equal to the closing price of Sequans Communications share on NYSE as determined on June 28, 2016.

- 4/7 -

This subscription price – with respect to this BSA Issuance Agreement - is set in the amount of USD 1.86 per share (ADS); the counter value in Euros shall be determined on the exercise date of the BSA. The par value of each share (ADS) is EUR 0.02.

This price may not be changed during the BSA period of validity, except in the event of adjustments in accordance with statutory and regulatory requirements.

Title 2. RIGHT OF EXERCISE – SUSPENSION – FORMALITIES – SHARES SUBSCRIBED

Article 6.

Suspension of the rights to exercise BSA

If necessary, the Board of Directors may suspend the right to exercise the BSA. In particular, a suspension may be ordered whenever a transaction concerning Sequans Communications’ share capital requires knowing in advance the exact number of shares that make up share capital or in the event that one of the financial transactions requiring an adjustment is carried out.

In such case, Sequans Communications shall inform the Holders of the BSA, indicating the date of the suspension and the date on which the right to exercise BSA will be re-established. Such suspension may not exceed the length of the suspension period.

If the right to exercise a BSA expires during a period in which rights are suspended, the period for exercising the BSA shall be extended by 3 months.

Article 7.

Conditions of exercise of BSA

All requests for exercising BSA, documented by the signature of the corresponding subscription certificate, shall be sent to Sequans Communications, and must be accompanied by a cheque or a money transfer made out to the Company’s order in an amount corresponding to the number of shares subscribed multiplied by the subscription price. Alternatively, BSA may be exercised via any on-line equity incentives system which may be put in place by Sequans Communications.

Shares subscribed must be, at the time of subscription, either fully paid up in cash or by way of a set-off with a debt.

Failure to do so renders the subscription of shares null and void.

Article 8.

Delivery and form of shares

Shares acquired by exercising BSA are registered in the books of Sequans Communications as registered shares.

Article 9.

Rights and availability of shares

The ordinary shares shall be subject to all provisions of the by-laws and shall enjoy all rights pertaining to shares of such class as from the date the increase in share capital is completed.

These shares shall be immediately transferable.

- 5/7 -

Title 3. REPRESENTATION OF HOLDERS – PROTECTION – AMENDMENT OF THE ISSUANCE AGREEMENT

Article 10 .

Representation of Holders of BSA

Pursuant to the provisions of Article L. 228-103 of the French Commercial Code, the Holders of BSA are grouped into a body with legal personality protecting their joint interests (the “ Masse” ). General meetings of Holders meet at the registered office or in any other location of the department of the registered office or of bordering departments .

The Masse will appoint one or more representatives of the body, at the request of the Board of Directors. The representative(s) of the masse will be governed by applicable legal and regulatory provisions. The representative of the masse will receive no remuneration for his duties.

Article 11.

Protection of Holders – Rights of the Company

11.1	Holders will enjoy the protection reserved by law and regulations for holders of securities giving access to the capital. The Company will provide the Holders, or their representative, with the information set out by the law and regulations.

11.2

During the entire period of validity of the BSA, the Company will have the option of changing its form or object, without obtaining prior authorisation from the Holders of BSA. In addition, the Company shall be entitled to change the rules for distributing profits, write down its capital, or create preferred shares entailing such modification or writing down, subject to the prior authorisation to be delivered pursuant the terms of Article L. 228-103 of the French Commercial code and provided that the Company accordingly take the measures necessary to maintain the rights of the Holders, in compliance with applicable legal and/or regulatory provisions.

11.3

11.4

Article 12.

Binding effect – Amendment of the issuance agreement – Term – Jurisdiction

12.1	The Holders are automatically subject to this Issuance Agreement, through this subscription or acquisition of BSA.

12.2

This Issuance Agreement becomes effective on the date of effective subscription of the BSA and ends on the first of the following dates: (a) the expiry date of the BSA, (b) the date on which all the BSA have been exercised or waived. In addition, it will cease to be binding on each BSA Holder on the date on which such holder ceases to hold any BSA.

12.3	This Issuance Agreement is subject to French law. Any dispute relating to this Issuance Agreement or relating to the application of the terms and conditions of the BSA will be referred to the relevant court of the district of the Cour d’appel of the registered office of the Company.

Executed in two (2) copies


SEQUANS COMMUNICATIONS

Hubert de Pesquidoux/Dominique Pitteloud/Yves Maitre/Richard Nottenburg/Alok Sharma/Zvi

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Slonimsky

(the “ Holder ”)

(The Holder shall initialize each page, sign the last page and write down: “read and approved”)

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