Exhibit
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Description
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4.1
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Amendment No. 5, 2016 Note
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SEQUANS COMMUNICATIONS S.A.
(Registrant)
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Date: February 12, 2020
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By:
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/s/ Deborah Choate
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Deborah Choate
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Chief Financial Officer
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a.
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Section 3.1 of the Note is hereby amended and restated in its entirety as follows:
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b.
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Section 5.2 of the Note is hereby amended and restated in its entirety as follows:
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a.
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Governing Law. The validity, interpretation and performance of this Amendment shall be governed by and construed in accordance with the internal laws of The French Republic (without regard to principles of conflicts of law). The parties agree that the competent courts within the jurisdiction of the Paris Court of Appeal (Cour d’Appel de Paris) shall have exclusive jurisdiction (and are deemed to be a convenient forum for each party) as to resolution
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b.
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Continuing Effect. Other than as set forth in this Amendment, all of the terms and conditions of the Note will continue in full force and effect. This Amendment shall not be construed as a novation of any of the Note or the Purchase Agreement.
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c.
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Amendment and Waiver. No modification of or amendment to this Amendment, nor any waiver of any rights under this Amendment, shall be effective unless in writing signed by the Company and the Purchaser. No delay or failure to require performance of any provision of this Amendment shall constitute a waiver of that provision as to that or any other instance.
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d.
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Successors and Assigns. The terms and conditions of this Amendment shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties.
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