SEQUANS COMMUNICATIONS (Form: S-8, Received: 07/24/2017 16:07:14)

Large accelerated filer

Accelerated filer

Non-accelerated filer

☐ (Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on July 24, 2017

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 2017-1

Restricted Share Award Plan 2017-1

Restricted Share Award Plan 2017-2

Restricted Share Award Plan 2017-3

BSA (Warrants) Issuance Agreement 2017-1

BSA (Warrants) Issuance Agreement 2017-2

BSA (Warrants) Issuance Agreement, Dated June 30, 2017

(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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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	180,000	$3.31 (3)	$595,800 (3)	$69.05
Ordinary Shares, nominal value €0.02 per share	1,500,000	$3.58 (4)	$5,370,000 (4)	$622.39
Restricted Shares, Options and Warrants to Purchase Ordinary Shares	1,680,000	N/A	N/A	N/A
Aggregate Registration Fee				$691.44

(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 Plans or BSA (Warrants) Issuance Agreements 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 $3.31 per share represents the exercise price for outstanding warrants issued under the Registrant’s BSA (Warrants) Issuance Agreement, dated June 30, 2017.

(4)

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 $3.58 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 July 19, 2017.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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, 2016 (File No. 001-35135), filed with the Commission on March 31, 2017, 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 2017-1

99.2*		Restricted Share Award Plan 2017-1

99.3*		Restricted Share Award Plan 2017-2

99.4*		Restricted Share Award Plan 2017-3

99.5*		BSA (Warrants) Issuance Agreement 2017-1

99.6*		BSA (Warrants) Issuance Agreement 2017-2

99.7*		BSA (Warrants) Issuance Agreement, dated June 30, 2017

*	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 July 24, 2017.


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	Chairman and Chief Executive Officer	July 24, 2017
Dr. Georges Karam	(Principal Executive Officer)

/s/ Deborah Choate	Chief Financial Officer	July 24, 2017
Deborah Choate	(Principal Financial and Accounting Officer)

/s/ Yves Maitre	Director	July 24, 2017
Yves Maitre

/s/ Hubert de Pesquidoux	Director	July 24, 2017
Hubert de Pesquidoux


Name	Title	Date

/s/ Dominique Pitteloud	Director	July 24, 2017
Dominique Pitteloud

/s/ Alok Sharma	Director	July 24, 2017
Alok Sharma

/s/ Zvi Slonimsky	Director	July 24, 2017
Zvi Slonimsky

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 States of Sequans Communications S.A. has signed this Registration Statement or amendment thereto in the City of Dallas, State of Texas, on July 24, 2017.


By:		/s/ Nikhil Taluja
		Name: Nikhil Taluja
		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 2017-1

99.2*		Restricted Share Award Plan 2017-1

99.3*		Restricted Share Award Plan 2017-2

99.4*		Restricted Share Award Plan 2017-3

99.5*		BSA (Warrants) Issuance Agreement 2017-1

99.6*		BSA (Warrants) Issuance Agreement 2017-2

99.7*		BSA (Warrants) Issuance Agreement, dated June 30, 2017

*	Filed herewith.

EXHIBIT 4.1

Sequans Communications

Société Anonyme

with a share capital of € 1,588,313.28

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

Trade Register N° : 450 249 677 Nanterre

BY LAWS

As amended on July 3, 2017

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 five hundred thousand seven hundred ninety eight euros and twelve cents (EUR 1,588,313.28).

It is divided into seventy nine million four hundred fifteen thousand six hundred and sixty four (79,415,664) 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.

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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 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

July 24, 2017

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 1,680,000 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 2017-1, Restricted Share Award Plan 2017-1, Restricted Share Award Plan 2017-2, Restricted Share Award Plan 2017-3, BSA (Warrants) Issuance Agreement 2017-1, BSA (Warrants) Issuance Agreement 2017-2, and BSA (Warrants) Issuance Agreement, dated June 30, 2017, as approved by the general meeting of shareholders of the Company on June 30, 2017 and by the board of directors of the Company on July 3, 2017 (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.

July 24, 2017

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 2017-1, Restricted Share Award Plan 2017-1, Restricted Share Award Plan 2017-2, Restricted Share Award Plan 2017-3, BSA (Warrants) Issuance Agreement 2017-1, BSA (Warrants) Issuance Agreement 2017-2, and BSA (Warrants) Issuance Agreement, dated June 30, 2017, of Sequans Communications S.A. of our reports dated March 31, 2017, 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, 2016 filed with the Securities and Exchange Commission.

Ernst & Young Audit

/s/ Ernst & Young Audit

Paris – La Défense, France

July 24, 2017

Exhibit 99.1

SO 2017-1 Subscription Plan

SEQUANS COMMUNICATIONS

Société anonyme au capital de 1.502.063,28 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 – 2017-1

SO 2017-1 Subscription Plan

- CONTENTS -


I -		GENERAL PRINCIPLES OF STOCK OPTION SUBSCRIPTION PLAN

II -		LEGAL FRAMEWORK OF THE PLAN

III -		DESCRIPTION OF THE PLAN

		• Granting the Options

		• Setting the subscription price for shares obtained by exercising the Options

		• Vesting and period of validity of the Options

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

		• Maintaining the rights of Option holders during the exercise period

IV -		REQUIREMENTS AND PROCEDURES FOR EXERCISING OPTIONS

		• Procedures and conditions for exercising the Options

		• Suspension of the rights to exercise the Options

V -		FEATURES OF SHARES SUBSCRIBED

		• Delivery and form of shares

		• Rights—Availability

VI -		TAX PROVISIONS

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SO 2017-1 Subscription Plan

I – GENERAL PRINCIPLES OF STOCK OPTION SUBSCRIPTION PLAN

The purpose of this plan is to reward and retain employees and/or company officers (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 ”) by enabling them to share in the growth of the Company.

A stock option subscription plan is a mechanism by which the Beneficiaries have the possibility of subscribing for new shares during a certain period, at a price set on the date the stock options (hereinafter “Options”) are granted, 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.

Beneficiaries are reminded that the change in the price of the Sequans’ shares and, consequently, any potential capital gain obtained through the exercise of the Options and sale of the Shares, 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 mechanism is governed, in particular, by articles L.225-177 and following of the French Code de commerce.

In a decision taken on 30 June 2017, a combined general shareholders’ meeting voted in favour of the principle of granting Options that could result in the issuance of up to a maximum of 1,500,000 new ordinary shares with a unitary par value of EUR 0.02, and approved the elimination of shareholders’ pre-emptive subscription rights.

This combined general shareholders’ meeting has defined the conditions of setting of the subscription price for the ordinary shares 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 Grant Date 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 delegated to the Board of Directors the authority to grant these Options, on one or more occasions, and to determine the beneficiaries and the number of Options to be granted. Furthermore, the Board of Directors was delegated the authority to increase share capital by a maximum amount equal to the total number of Options granted, 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.

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

Therefore and pursuant to the aforesaid delegation of authority, at a meeting held on 3 July 2017, the Board of Directors established the present Stock Option Subscription Plan – 2017-1 (hereafter the “Plan”), in conformity with the principles set by the combined general shareholders’ meeting and aforesaid statutory provisions.

III – DESCRIPTION OF THE PLAN

The Beneficiaries shall be approved by the Company’s Board of Directors at one or more meetings of the Board of Directors. The date that the grant to specific Beneficiaries is approved by the Board of Directors is the Grant Date.

III-1. Granting the Options

The Options are granted by the Board of Directors free of charge to each Beneficiary and entitle the Beneficiary to subscribe for one new ordinary share with a par value of EUR 0.02 (hereafter a “ New Share ”).

The number of Options granted 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.

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SO 2017-1 Subscription Plan

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.

Within a period of fifteen (15) days following the receipt of the Individual Letter of Notification informing him/her that Options have been granted 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.

III-2. Determination of exercise price

The exercise 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-3. Vesting and period of validity of the Options

Options are valid for a period of 10 years as from the Grant Date. Any Options not exercised before the expiry of such ten-year period shall automatically become null and void.

Rights to the Options cannot be transferred, except in the case of death.

The Beneficiary acquires the right to exercise the Options, known as vesting, according to the following schedule (“the Vesting Period”):

(i)

first grant after Beneficiary 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 2017 and 160 options are granted on 25 July 2017, 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, 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 2017, 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.

III-4. 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 (i.e. employment contract termination date) 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 vested and exercisable for 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 grant 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.

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SO 2017-1 Subscription Plan

•

Death : the successors or beneficiaries of a Beneficiary shall have a period of six (6) months to exercise the Options, all of which vest upon the death of the Beneficiary, 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 .

•

Disability: Beneficiaries with a 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—retain the right to exercise their Options which are vested and exercisable, but they will remain subject to the other conditions of this Plan.

•

Termination for economic reasons : the Beneficiaries keep the benefit of the right to the Options, which shall vest immediately upon the date of employment contract termination as a result of said dismissal.

•

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

•

Sale or closure of a subsidiary : 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-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. Procedures and conditions for exercising the Options

All requests for exercising Options, documented by the signature of a subscription certificate specific to the SO 2017 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.

IV-2. 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 to share capital 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.

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SO 2017-1 Subscription Plan

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.

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 reduction of

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SO 2017-1 Subscription Plan

•

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.

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.

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Exhibit 99.2

SEQUANS COMMUNICATIONS

Société anonyme au capital de 1.502.063,28 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 – 2017-1

- 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

		• Vesting

		• Presence condition – Exceptions

		• Delivery of the Shares—Listing

		• Rights of the Shares after the Vesting Period – Holding 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

A restricted share award plan allows the Beneficiaries to receive over time 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 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.

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.

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.

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 30 June 2017 adopted a 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 1,500,000 new ordinary shares with a unitary par value of EUR 0.02.

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

Therefore and pursuant to the aforesaid grant of authority, at a meeting held on 3 July 2017, the Board of Directors decided the procedures applicable to Shares Awards and established the present Restricted Shares Award Plan 2017-1 (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 (the “Grant Date”) 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, directly or via notification by email from the Company’s external equity plan administrator (hereinafter the “ Individual Letter of Notification ”).

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.

- 3/6 -

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. Vesting

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 as the Shares are vested (hereinafter the “ Vesting Date ”), 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 2017, the Award of 40 Shares becomes final on 26 July 2018, then the award of 10 Shares becomes final on 26 October 2018, the Award of another 10 Shares becomes final on 26 January 2019 and so forth until the Award of all 160 Shares is final as of 26 July 2021.

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 Vesting Date.

In case of termination of the employment agreement of the Beneficiary, for any reason whatsoever, effective before the Vesting Date, 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 : A Beneficiary whose date of retirement is effective at least one year after the award of Shares, shall enjoy an accelerated vesting under which all such Shares shall immediately vest. Retired Beneficiaries remain subject to the other conditions of this Plan, in particular the retention requirement described in IV-4.

•

Death : pursuant to the provisions of article L.225-197-3 of the French Commercial Code, the heirs (“héritiers”) 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. All Shares shall vest immediately upon the aforesaid request. The heirs of the Beneficiaries remain subject to the other conditions of this Plan, except the retention requirement described in IV-4.

•

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 vested 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 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, and such Shares will be subject to the other conditions of this Plan, in particular the retention requirement described in IV-4.

•

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 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. The retention requirement described in IV-4 remains in force.

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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 – Holding Period

After the Vesting Date, the Shares 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.

Notwithstanding the foregoing, French law requires that the Shares be retained for a minimum period of two years from the grant date the “Holding Period”). Therefore, 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 Holding 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.

Furthermore, since these Shares, in the form of American Depositary 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, available from the Human Resources department.

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%(*)

•

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%

- 5/6 -

(*) : 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 paragraph 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 Paragraph 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 -

Exhibit 99.3

SEQUANS COMMUNICATIONS

Société anonyme au capital de 1.502.063,28 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 – 2017-2

- 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

	•	Vesting

	•	Presence condition – Exceptions

	•	Delivery of the Shares – Listing

	•	Rights of the Shares after the Vesting Period – Holding 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 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.

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.

Therefore and pursuant to the aforesaid grant of authority, at a meeting held on 3 July 2017, the Board of Directors decided the procedures applicable to Shares Awards and established the present Restricted Shares Award Plan 2017-2 (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 date of the decision of Award taken by the Board of Directors (the “Grant Date”) shall mark the commencement of the Vesting Period.

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.

- 3/6 -

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

IV-1.

Vesting

•

50% of the Award shall become final on the two-year anniversary of the Award date;

•

thereafter, an additional 1/8 ^th of the remaining 50% 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 13 December 2017, the Award of 80 Shares becomes final on 13 December 2019, then the award of 10 Shares becomes final on 13 March 2020, the Award of another 10 Shares becomes final on 13 June 2020 and so forth until the Award of all 160 Shares is final as of 13 December 2021.

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

In case of termination of the employment agreement of the Beneficiary, for any reason whatsoever, effective before the Vesting Date, 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:

•

Death : pursuant to the provisions of article L.225-197-3 of the French Commercial Code, the heirs (“ héritiers ”) 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. All Shares shall vest immediately upon the aforesaid request. The heirs of of the Beneficiaries remain subject to the other conditions of this Plan, except the retention requirement described in IV-4.

•

- 4/6 -

IV-3. Delivery

of Shares upon Vesting – Listing

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 – Holding Period

French law requires that the Shares be retained for a minimum period of two years from the grant date the “Holding Period”), which has no impact on the Beneficiaries since the first Vesting Date is two years after the Grant Date. No Holding 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.

IV-5. Adjustment

IV-6. Reduction

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

V – TAX PROVISIONS

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

•

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)

- 5/6 -

•

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.

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.

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

VI – AMENDMENT OF THIS PLAN

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 -

Exhibit 99.4

SEQUANS COMMUNICATIONS

Société anonyme au capital de 1.502.063,28 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 – 2017-3

- 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

	•	Performance Goals

	•	Presence condition – Exceptions

	•	Vesting

	•	Delivery of the Shares – Listing

	•	Rights of the Shares after the Vesting Period – Retention Period

	•	Adjustment

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

V -	TAX PROVISIONS

VI -	AMENDMENT OF THE PLAN

VII -	MISCELLANEOUS

- 2/7 -

I – GENERAL PRINCIPLES OF RESTRICTED SHARE AWARDS

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.

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.

Therefore and pursuant to the aforesaid delegation of authority, at a meeting held on 3 July 2017, the Board of Directors decided the procedures applicable to Shares Awards and established the present Restricted Shares Award Plan 2017-3 (hereinafter the “ Plan ”), in conformity with the principles set by the combined general shareholders’ meeting and aforesaid statutory provisions.

III – CHARACTERISTICS OF THE PERFORMANCE-BASED RESTRICTED SHARE AWARD

The objective of the performance-based restricted Share Awards is to reward employees for helping the Company to achieve its financial targets. The number of Shares that ultimately will be acquired by the Beneficiary will be determined by the Company’s performance versus the financial targets set by the Board of Directors.

The date of the decision of Award taken by the Board of Directors (the “Grant Date”) shall mark the commencement of the Vesting Period.

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

•

the performance goals as set forth in the Plan (the “Performance Goals”),

•

the number of Shares, allocated to each performance goal, 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.

- 3/7 -

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

In order to acquire the property of the Award, the Beneficiary shall comply with the Performance Goals, the Minimum Vesting Period and the presence condition set forth in the Plan.

IV-1.

Performance Goals

Performance Goals are based on objective and specific Company performance objectives for one or more calendar years, and shall provide the means of calculating the number of Shares to vest if the Performance Goals are achieved at less than 100%. For this RSA Plan 2017-3, the Company Performance Goals are:

•

Total revenue for the year ending 31 December 2017 increase 50% over total revenue of $45,579,000 for the year ended 31 December 2016 (the “ 2017 Performance Goal ”).

•

Total revenue for the year ending 31 December 2018 increase 40% over total revenue for the year ending 31 December 2017 (the “ 2018 Performance Goal ”).

•

Total revenue used for the performance goal measurement shall mean the amount approved by the Board of Directors to be published by the Company in its consolidated financial statements by press release or SEC filing.

The maximum number of Shares which would vest if each Performance Goal is fully achieved shall be determined by the Board of Directors at the Grant Date for each Beneficiary and mentioned in the Individual Letter of Notification. The number of Shares which shall vest is determined pursuant the principles set forth in section IV-3.

IV-2.

Presence condition - Exceptions

The vesting of the Award is strictly related to the Beneficiary’s status as an employee of Sequans or its Subsidiaries and is thus 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 end of the Vesting Period.

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:

•

- 4/7 -

•

IV-3. Vesting

Subject to the satisfaction of the presence condition defined above, the Shares shall be effectively acquired by the Beneficiaries to the extent that Performance Goals as described in Paragraph IV-1 are achieved and as calculated below:

For the RSA Plan 2017-3, performance related vesting shall be as follows:

•

If the 2017 Performance Goal is achieved , 100% of the Shares associated with the 2017 Performance Goal shall vest. For every 1% (100bp) reduction in the growth rate, the number of Shares vesting shall decrease by 2%. No Shares shall vest if the growth rate is less than 20%. The Vesting Date shall be the date the Board of Directors approves the consolidated financial statements for the year ending 31 December 2017 to be published by the Company by press release or SEC filing.

•

If the 2018 Performance Goal is achieved , 100% of the Shares associated with the 2018 Performance Goal shall vest. For every 1% (100bp) reduction in the growth rate, the number of Shares vesting shall decrease by 2.5%. No Shares shall vest if the growth rate is less than 16%. The Vesting Date shall be the date the Board of Directors approves the consolidated financial statements for the year ending 31 December 2018 to be published by the Company by press release or SEC filing.

However, the Beneficiary is expressly informed that no Shares shall vest before the end of a minimum vesting period (the “Minimum Vesting Period”), whose duration will depend upon his/her status:

•

if the Beneficiary is not resident in a jurisdiction where taxes on Shares are due when the Shares vest, no Shares shall vest in less than one (1) year from the Grant Date , by virtue of French legislation

•

if the Beneficiary is resident in a jurisdiction where taxes on Shares are due when the Shares vest, no Shares shall vest in less than two years from the Grant Date ,

The Minimum Vesting Period shall be determined on the Grant Date and shall not change regardless of any change in the Beneficiaries tax residence.

The Beneficiaries become owners of the Shares only at the Vesting Date, subject to the Minimum Vesting Period and provided the vesting conditions set out above are met.

IV-4. Delivery

of Shares upon Vesting – Listing

At the end of the Vesting Period, subject to the observance of the presence condition and Performance Goals defined above, the Company shall transfer the number of vested 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-5. Rights

of the Shares after the Vesting Period – Holding Period

After the Vesting Period, the Shares shall entitle the Beneficiary to all rights pertaining to ordinary shares comprising the share capital and shall be subject to all provisions of the by-laws.

French law requires that the Shares be retained for a minimum period of two years from the Grant Date the “Holding Period”). No Holding Period is required for Shares vested as from the second anniversary date of the Grant Date. However, the shares may be subject to transfer or resale restrictions as required by applicable securities laws.

IV-6. Adjustment

- 5/7 -

IV-7. Reduction of Beneficiaries’ rights in case of a capital decrease due to losses

V – TAX PROVISIONS

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 end of the Vesting Period 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 end of the Vesting Period, are 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 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 end of the Vesting Period, be included in the basis for the calculation of the wealth tax.

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.

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

VI – AMENDMENT OF THIS PLAN

- 6/7 -

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.

VII – MISCELLANEOUS

The Beneficiary acknowledges that 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.

- 7/7 -

Exhibit 99.5

SEQUANS COMMUNICATIONS

Société anonyme au capital de 1.502.063,28 euros

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

RCS Nanterre 450 249 677

BSA 2017-1 (Warrants) Issuance Agreement

(1) SEQUANS COMMUNICATIONS

(2) THE HOLDERS OF BSA 2017-1

Summary

PREAMBLE : PRESENTATION OF THE ISSUANCE AGREEMENT


Title 1.	SUBSCRIPTION AND FEATURES OF BSA 2017-1

	Article 1.	Holders of BSA 2017-1
	Article 2.	Grant and subscription of BSA 2017-1
	Article 3.	Features and period of validity of BSA 2017-1 – Vesting period — Conditions of exercise
	Article 4.	Cessation of Holder’s contractual relationship with Sequans Communications or one of its subsidiaries
	Article 5.	Setting of the exercise price for shares covered by the BSA 2017-1

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

	Article 6.	Suspension of the rights to exercise the BSA 2017-1
	Article 7.	Conditions of exercise of BSA 2017-1
	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

WHEREAS

In order to reward its business partners (consultants, advisers...) (hereinafter the “ Beneficiaries ”), Sequans Communications wishes to set up a system enabling them to share in its growth.

This BSA 2017-1 warrants plan is a mechanism by which Sequans Communications offers the Beneficiaries the possibility of subscribing for warrants (hereafter referred to as “ BSA 2017-1 ”) at a set price; the exercise of each BSA 2017-1 allows the exercise for a new ordinary share during a certain period, at a price set on the date the BSA 2017-1 are issued, and that remains fixed during the entire period. In this way, the Beneficiaries participate in Sequans’ performance through the changes in share value, even before they become shareholders by exercising the BSA 2017-1 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 30 June 2017, a combined general shareholders’ meeting voted in favour of the principle of issuing BSA 2017-1, with a unitary warrant subscription price of 0.01 Euro, which could give rise to the issuance of a maximum of 1,500,000 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 exercise price for the ordinary shares which would be issued upon exercise of each BSA 2017-1 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 2017-1.

In addition, this decision delegated to the Board of Directors the authority to issue such BSA 2017-1, on one or more occasions, including the authority to determine the holders and the number of BSA 2017-1 to be issued and the exercise conditions. Furthermore, the Board of Directors was delegated the authority to increase share capital, subject to certain restrictions, by a maximum amount equal to the total number of BSA 2017-1 issued, to record the successive increases in share capital as a result of the exercise of the BSA 2017-1, 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 3 July 2017, the terms and conditions of the BSA 2017-1 (Warrants) Issuance Agreement (the “ Issuance Agreement ”) governing BSA 2017-1.

THE PARTIES AGREE AS FOLLOWS:


Title 1. SUBSCRIPTION AND FEATURES OF BSA 2017-1

Article 1.

Holders of BSA 2017-1

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 2017-1 is made pursuant to this Issuance Agreement.

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

Article 2.

Grant and subscription of BSA 2017-1.

The BSA 2017-1 offered to the Holders shall be subscribed at the price of 0.01 Euro per BSA 2017-1, 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 2017-1 granted to each Holder shall be indicated in an Individual Notification Letter sent to him/her by the Chairman or his delegate (including the Company’s on-line equity plan administrator); the subscription of such BSA 2017-1 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 2017-1 ISSUED IMMEDIATELY AND AUTOMATICALLY NULL AND VOID .

Article 3.

Features and period of validity of BSA 2017-1 – Vesting period — Conditions of exercise

BSA 2017-1 are valid for a period of 10 years as from the time they are granted by the Board of Directors, and provided they are subscribed for by the Holder.

BSA 2017-1 must be exercised within the aforementioned maximum period of 10 years , any BSA 2017-1 not exercised by the expiry of such period shall automatically become null and void.

The Beneficiary may exercise his/her BSA 2017-1 at the rate of 1/24 ^th per month for the period between the 1 ^st and 24 ^th month following the grant date of such BSA 2017-1 (the “Vesting Period”).

Exercising a BSA 2017-1 entitles the Holder to subscribe for one new ordinary share with a par value of EUR 0.02 (hereafter a “ Share ”).

This number of shares cannot be modified during the BSA 2017-1 period of validity, except in the event of an adjustment in the exercise 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 2017-1 not yet vested and exercisable on the date of the aforesaid termination.

However, the Holder retains the right to exercise BSA 2017-1 that are vested and that have not yet been exercised, provided that such Holder exercises such vested BSA 2017-1 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 2017-1 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 vested BSA 2017-1. After the expiry of this 6-month period hereinabove, said heirs or beneficiaries shall lose all rights with regard to unexercised BSA 2017-1 ,

•

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 2017-1 which are vested and exercisable, but they will remain subject to the other conditions of this Plan.

Article 5.

Setting of the exercise price for shares covered by the BSA 2017-1

The exercise price for Shares to be issued pursuant to an exercise of the BSA 2017-1 is set at the closing price of the Sequans Communications share (ADS) listed on the NYSE, on the grant date of such BSA 2017-1.

This price is mentioned in the Individual Notification Letter, price which may not be changed during the BSA 2017-1’ period of validity, except in the event of adjustments in accordance with statutory and regulatory requirements.

The exercise 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 2017-1

If necessary, the Board of Directors may suspend the right to exercise the BSA 2017-1. 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 2017-1, indicating the date of the suspension and the date on which the right to exercise BSA 2017-1 will be re-established. Such suspension may not exceed 3 months.

If the right to exercise a BSA 2017-1 expires during a period in which rights are suspended, the period for exercising the BSA 2017-1 shall be extended by the length of the suspension period.

Article 7.

Conditions of exercise of BSA 2017-1

All requests for exercising BSA 2017-1, documented by the signature of an exercise certificate specific to this BSA 2017-1 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 Shares subscribed multiplied by the exercise price, considering that such shares must be fully paid up in cash at the time of exercise, except the case of settlement of the exercise 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 2017-1 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 exercise null and void.

Article 8.

Delivery and form of shares

Shares acquired by exercising BSA 2017-1 are registered in the books of Sequans Communications as registered shares.

Article 9.

Rights and availability of shares

The 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 the 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 2017-1 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, 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.

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 2017-1, the Company will have the option of changing its form or object, without obtaining prior authorisation from the Holders of BSA 2017-1. 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 grant, subscription or exercise 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 the subscription of BSA 2017-1.

12.2

This Issuance Agreement becomes effective on the date of effective subscription of the BSA 2017-1 and ends on the first of the following dates: (a) the expiry date of the BSA 2017-1, (b) the date on which all the BSA 2017-1 have been exercised or forfeited. In addition, it will cease to be binding on each BSA 2017-1 Holder on the date on which such holder ceases to hold any BSA 2017-1.

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 2017-1 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.

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 99.6

SEQUANS COMMUNICATIONS

Société anonyme au capital de 1.502.063,28 euros

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

RCS Nanterre 450 249 677

BSA 2017-2 (Warrants) Issuance Agreement

(1)	SEQUANS COMMUNICATIONS

(2)	THE HOLDERS OF BSA 2017-2

Summary

PREAMBLE : PRESENTATION OF THE ISSUANCE AGREEMENT


Title 1.		SUBSCRIPTION AND FEATURES OF BSA 2017-2

		Article 1. Holders of BSA 2017-2
		Article 2. Grant and subscription of BSA 2017-2
		Article 3. Features and period of validity of BSA 2017-2 – Vesting period — Conditions of exercise
		Article 4. Setting of the exercise price for shares covered by the BSA 2017-2

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

		Article 5. Suspension of the rights to exercise the BSA 2017-2
		Article 6. Conditions of exercise of BSA 2017-2
		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

WHEREAS

In order to reward its business partners (consultants, advisers...) (hereinafter the “ Beneficiaries ”), Sequans Communications wishes to set up a system enabling them to share in its growth.

This BSA 2017-2 warrants plan is a mechanism by which Sequans Communications offers the Beneficiaries the possibility of subscribing for warrants (hereafter referred to as “ BSA 2017-2 ”) at a set price; the exercise of each BSA 2017-2 allows the exercise for a new ordinary share during a certain period, at a price set on the date the BSA 2017-2 are issued, and that remains fixed during the entire period. In this way, the Beneficiaries participate in Sequans’ performance through the changes in share value, even before they become shareholders by exercising the BSA 2017-2 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 30 June 2017, a combined general shareholders’ meeting voted in favour of the principle of issuing BSA 2017-2, with a unitary warrant subscription price of 0.01 Euro, which could give rise to the issuance of a maximum of 1,500,000 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 exercise price for the ordinary shares which would be issued upon exercise of each BSA 2017-2 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 2017-2.

In addition, this decision delegated to the Board of Directors the authority to issue such BSA 2017-2, on one or more occasions, including the authority to determine the holders and the number of BSA 2017-2 to be issued and the exercise conditions. Furthermore, the Board of Directors was delegated the authority to increase share capital, subject to certain restrictions, by a maximum amount equal to the total number of BSA 2017-2 issued, to record the successive increases in share capital as a result of the exercise of the BSA 2017-2, 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 3 July 2017, the terms and conditions of the BSA 2017-2 (Warrants) Issuance Agreement (the “ Issuance Agreement ”) governing BSA 2017-2.

THE PARTIES AGREE AS FOLLOWS:


Title 1. SUBSCRIPTION AND FEATURES OF BSA 2017-2

Article 1. Holders of BSA 2017-2

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 2017-2 is made pursuant to this Issuance Agreement.

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

Article 2. Grant and subscription of BSA 2017-2.

The BSA 2017-2 offered to the Holders shall be subscribed at the price of 0.01 Euro per BSA 2017-2, 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 2017-2 granted to each Holder shall be indicated in an Individual Notification Letter sent to him/her by the Chairman or his delegate (including the Company’s on-line equity plan administrator); the subscription of such BSA 2017-2 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, 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 2017-2 ISSUED IMMEDIATELY AND AUTOMATICALLY NULL AND VOID .

Article 3. Features and period of validity of BSA 2017-2 – Vesting period — Conditions of exercise

BSA 2017-2 are valid for a period of 10 years as from the time they are granted by the Board of Directors, and provided they are subscribed for by the Holder.

BSA 2017-2 must be exercised within the aforementioned maximum period of 10 years , any BSA 2017-2 not exercised by the expiry of such period shall automatically become null and void.

BSA 2017-2 vest immediately and shall be exercisable from the date of their subscription by the Holder.

Exercising a BSA 2017-2 entitles the Holder to subscribe for one new ordinary share with a par value of EUR 0.02 (hereafter a “ Share ”).

This number of shares cannot be modified during the BSA 2017-2 period of validity, except in the event of an adjustment in the exercise price – as defined under article 11 below – in accordance with the requirements provided by law.

In the event of death of the Holder, his heirs or beneficiaries shall have a period of six (6) months to exercise the BSA 2017-2. After the expiry of this 6-month period hereinabove, said heirs or beneficiaries shall lose all rights with regard to unexercised BSA 2017-2 .

Article 4. Setting of the exercise price for shares covered by the BSA 2017-2

The exercise price for Shares to be issued pursuant to an exercise of the BSA 2017-2 is set at the closing price of the Sequans Communications share (ADS) listed on the NYSE, on the grant date of such BSA 2017-2.

This price is mentioned in the Individual Notification Letter, price which may not be changed during the BSA 2017-2’ period of validity, except in the event of adjustments in accordance with statutory and regulatory requirements.

The exercise 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 5. Suspension of the rights to exercise BSA 2017-2

If necessary, the Board of Directors may suspend the right to exercise the BSA 2017-2. 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 2017-2, indicating the date of the suspension and the date on which the right to exercise BSA 2017-2 will be re-established. Such suspension may not exceed 3 months.

If the right to exercise a BSA 2017-2 expires during a period in which rights are suspended, the period for exercising the BSA 2017-2 shall be extended by the length of the suspension period.

Article 6. Conditions of exercise of BSA 2017-2

All requests for exercising BSA 2017-2, documented by the signature of an exercise certificate specific to this BSA 2017-2 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 Shares subscribed multiplied by the exercise price, considering that such shares must be fully paid up in cash at the time of exercise, except the case of settlement of the exercise 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 2017-2 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 exercise null and void.

Article 7. Delivery and form of shares

Shares acquired by exercising BSA 2017-2 are registered in the books of Sequans Communications as registered shares.

Article 8. Rights and availability of shares

The 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 2017-2 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 .

Article 10. 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 2017-2, the Company will have the option of changing its form or object, without obtaining prior authorisation from the Holders of BSA 2017-2. 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.

11.3

11.4

Article 11. Binding effect – Amendment of the issuance agreement – Term – Jurisdiction

12.1	The Holders are automatically subject to this Issuance Agreement through the subscription of BSA 2017-2.

12.2

This Issuance Agreement becomes effective on the date of effective subscription of the BSA 2017-2 and ends on the first of the following dates: (a) the expiry date of the BSA 2017-2, (b) the date on which all the BSA 2017-2 have been exercised or forfeited. In addition, it will cease to be binding on each BSA 2017-2 Holder on the date on which such holder ceases to hold any BSA 2017-2.

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 2017-2 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

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

Exhibit 99.7

BSA (Warrants) Issuance Agreement

Dated June 30th, 2017

(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 30, 2017, a combined general shareholders’ meeting (the “ CGM ”) voted in favour of the issuance a total number of 180,000 BSA , at the price of 0.01 Euro per BSA, allocated as follows :


● Mr. Hubert de Pesquidoux		30,000 BSA
● Mr. Dominique Pitteloud		30,000 BSA
● Mr. Zvi Slonimsky		30,000 BSA
● Mr. Alok Sharma		30,000 BSA
● Mr. Yves Maître		30.000 BSA
● Mr. Richard Nottenburg		30.000 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 3.600, with respect to 180,000 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

Section 1. SUBSCRIPTION AND FEATURES OF BSA

Article 1. Holder of BSA

The 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 Holder is 30,000.

Article 2. Allotment and subscription of BSA.

The BSA proposed to the 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 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 – Vesting—Conditions of exercise

Provided they are subscribed for by the Holder, BSA are granted for a period of 10 years as from June 30, 2017, 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 3.31 closing price of Sequans Communications ADS on NYSE on 30 June 2017); 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 Holder’s mandate as non-executive Board member of Sequans Communications, regardless of the reason, said Holder shall lose any and all rights with regard to BSA not yet exercisable 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 BSA that are exercisable and that 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 90 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 the NYSE on June 30, 2017.

This subscription price – with respect to this BSA Issuance Agreement—is set in the amount of USD 3.31 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.

Section 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 3 months.

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. Alternatively, BSA may be exercised via any on-line equity incentives administration 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.

- 3/4 -

Section 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

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 any measure relating to the protection and adjustment of the rights of Holders as provided for by the law and regulations, in particular by 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.

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

M.

(the “ Holder ””)

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

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