Common use of The Capital Increase Clause in Contracts

The Capital Increase. 1.2.1. The Series E Preferred Shares will be issued at a subscription price of EUR 2.024 per Series E Preferred Share (the “E Shares Investment Price”), issue premium of EUR 2.014 included, to be fully paid up upon subscription. The E Shares investment Price is based on a pre- money, fully diluted valuation of the Company of EUR 117,506,311 (on the basis of an aggregate outstanding number of shares of 58,056,478 including outstanding (i) E Convertible Bonds, (ii) founders’ warrants (bons de souscription de parts de créateurs d’entreprise), (iii) regular warrants (bons de souscription d’actions) and (iv) employee stock options (options de souscription d’actions), either granted or likely to be granted, and without taking into account the D and E Ratchet Warrants and the convertible bonds held by Natixis. It is specified that a ratchet warrant will be attached to each issued Series E Preferred Share (the “BSA 01-2008” and together with the Series E Preferred Share, the “ABSA E”), the features of such ratchet warrant being described in the draft ratchet warrants issuance agreement (Contrat d’émission des BSA 01-2008) attached under Exhibit 1.1 hereto (the “Ratchet Warrants Issuance Agreement”). 1.2.2. The New Financial Investor irrevocably agrees to subscribe to the number of Series E Preferred Shares set forth below (the “New Financial Investor’s Subscribed Shares”) to be issued by the Company at the following price, subject to prior satisfaction of the conditions set forth in Section 3.1 below, as follows: SERENA 2,470,356 EUR 5,000,000.55 1.2.3. The Existing Financial Investors, severally and not jointly (conjointement et non solidairement), irrevocably agree to subscribe to a total number of 988,142 Series E Preferred Shares as set forth below opposite their respective name (the “Existing Financial Investors’ Subscribed Shares” and together with the New Financial Investor’s Subscribed Shares, the “E Investors’ Subscribed Shares”) to be issued by the Company and pay up their price, i.e. a total price of EUR 1,999,999.43, subject to prior satisfaction of the conditions set forth in Section 3.1 below, at the following price and in the following proportions: FCPI Soge Innovation 7 133,296 EUR 269,791.11 FCPI Soge Innovation Evolution 3 22,467 EUR 45,473.21 FCPI GEN-I 10,998 EUR 22,259.96 FCPI GEN-I 2 9,127 EUR 18,473.05 CDC 812,254 EUR 1,644,002.10 1.2.4. The Capital Increase shall be fully subscribed by on the Closing Date (as such term is defined below) and fully paid-up as soon as possible after the Closing Date and no later than three (3) business days following the shareholders’ meeting having decided it. The date of said shareholders’ meeting having decided it is hereafter referred to as the “Closing Date”. The E Investors’ Subscribed Shares will be subscribed and fully paid up in cash, by check or wire transfer to the following bank account of the Company: Account holder: Sequans Communications Account name: Compte Augmentation de Capital Bank name: BNP Paribas Bank code: 30004 Guichet code: 00295 Account number: 01328122936 RIB key: 88 IBAN: FR 76 3000 4002 9501 3281 2293 688 BIC: ▇▇▇▇▇▇▇▇▇▇▇ 1.2.5. Once the Capital Increase shall have been carried out and subscribed, the share capital of the Company shall be structured as set forth in the Capitalization Table attached hereto as Exhibit B.

The Capital Increase. 1.2.1. The Series E Preferred Shares will be issued at a subscription price of EUR 2.024 per Series E Preferred Share (the “E Shares Investment Price”), issue premium of EUR 2.014 included, to be fully paid up upon subscription. The E Shares investment Investment Price is based on a pre- pre-money, fully diluted valuation of the Company of EUR 117,506,311 111,780,203 (on the basis of an aggregate outstanding number of shares of 58,056,478 55,227,373 including outstanding (i) E Convertible Bonds, (ii) founders’ warrants (bons de souscription de parts de créateurs d’entreprise), (iii) regular warrants (bons de souscription d’actionsd’éctions) and (iv) employee stock options (options de souscription d’actions), either granted or likely to be granted, d’éctions) and without taking into account the C, D and E Ratchet Warrants and the convertible bonds held by NatixisWarrants. It is specified that a ratchet warrant will be attached to each issued Series E Preferred Share (the “BSA 01-2008” and together with the Series E Preferred Share, the “ABSA E”), the features of such ratchet warrant being described in the draft ratchet warrants issuance agreement (Contrat d’émission des BSA 01-2008) attached under Exhibit 1.1 hereto (the “Ratchet Warrants Issuance Agreement”). 1.2.2. The New Financial Investor irrevocably agrees to subscribe to the number of Series E Preferred Shares set forth below (the “New Financial Investor’s Subscribed Shares”) to be issued by the Company at the following price, subject to prior satisfaction Some of the conditions set forth in Section 3.1 belowE Investors, as follows: SERENA 2,470,356 EUR 5,000,000.55 1.2.3. The Existing Financial Investorsspecifically l-Source, SGAM and CDC, severally and not jointly (conjointement et non solidairement), irrevocably agree to subscribe to a total number of 988,142 484,684 Series E Preferred Shares as set forth below opposite their respective name (the “Existing Financial Investors’ Subscribed Shares” and together with the New Financial Investor’s Subscribed Shares, the “E Investors’ Subscribed Shares”) to be issued by the Company and pay up their price, i.e. a total price of EUR 1,999,999.43981,000.41, subject to prior satisfaction of the conditions set forth in Section 3.1 below, at the following price and in the following proportions: FCPR T-SOURCE 43,740 EUR 88,529.76 FCPI Caam Innovation 9 154,773 EUR 313,260.55 FCPI Caam Investissement 1 137,950 EUR 279,210.80 FCPI Soge Innovation 7 133,296 58,411 EUR 269,791.11 118,223.86 FCPI Soge Innovation Evolution 3 22,467 9,845 EUR 45,473.21 19,926.28 FCPI GEN-I 10,998 4,819 EUR 22,259.96 9,753.66 FCPI GEN-I 2 9,127 4,000 EUR 18,473.05 8,096.00 CDC 812,254 71,146 EUR 1,644,002.10143,999.50 1.2.41.2.3. The Capital Increase shall be fully subscribed by on the Closing Date (as such term is defined below) and fully paid-up as soon as possible after the Closing Date and no later than three (3) business calendar days following the shareholders’ meeting having decided it. The date of said shareholders’ meeting having decided it is hereafter referred to as the “Closing Date”. The E Investors’ Subscribed Shares will be subscribed and fully paid up in cash, by check or wire transfer to the following bank account of the Company: Account holder: Sequans Communications Account name: Compte Augmentation de Capital Bank name: BNP Paribas Bank code: 30004 Guichet code: 00295 01328 Account number: 01328122936 00012156627 RIB key: 88 IBAN04 I BAN: FR 76 3000 4002 9501 3281 2293 688 4013 2800 0121 5662 704 BIC: ▇▇▇▇▇▇▇▇▇▇▇ 1.2.51.2.4. Once the Capital Increase shall have been carried out and subscribed, the share capital of the Company shall be structured as set forth in the Capitalization Table attached hereto as Exhibit B.B .