AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Amended and Restated Deposit Agreement Dated as of May 14, 2018Deposit Agreement • November 16th, 2020 • Sequans Communications • Semiconductors & related devices • New York
SEQUANS COMMUNICATIONS S.A. American Depositary Shares each representing four fully paid Ordinary Shares, Nominal Value €0.02 Per Share At Market Issuance Sales AgreementSequans Communications • March 31st, 2020 • Semiconductors & related devices • New York
SEQUANS COMMUNICATIONS S.A. 6,666,667 American Depositary Shares Each Representing Four Ordinary Shares, Nominal Value €0.02 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 2022 • Sequans Communications • Semiconductors & related devices • New York
REGISTRATION RIGHTS AGREEMENT between SEQUANS COMMUNICATIONS SA and BOOTHBAY DIVERSIFIED ALPHA MASTER FUND, LP, BOOTHBAY ABSOLUTE RETURN STRATEGIES, LP 272 CAPITAL MASTER FUND, LTD LYNROCK LAKE MASTER FUND LP DIVISAR PARTNERS QP, LP MARLIN FUND, LP,...Registration Rights Agreement • May 12th, 2023 • Sequans Communications • Semiconductors & related devices • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of April 12, 2023 (this “Agreement”), is made between Sequans Communications S.A., a société anonyme incorporated in the French Republic (the “Company”), and the purchasers listed on Exhibit A hereto (each, an “Investor” and together the “Investors”). The Company and each Investor are referred to hereinafter each as a “Party” and collectively as the “Parties.”
SEQUANS COMMUNICATIONS Société anonyme au capital de 893.676,78 Euros Siège social : 19, Le Parvis de La Défense – 92800 PUTEAUX RCS Nanterre B 450 249 677 BSA (Warrants) Issuance AgreementSequans Communications • March 31st, 2014 • Semiconductors & related devices
SEQUANS COMMUNICATIONS S.A. SECURITY PURCHASE AGREEMENT (CONTRAT DE SOUSCRIPTION)Security Purchase Agreement • February 13th, 2024 • Sequans Communications • Semiconductors & related devices
This Security Purchase Agreement (this “Agreement”) is made as of February 12, 2024, by and between Sequans Communications S.A., a société anonyme incorporated in the French Republic (the “Company”), and Renesas Electronics America Inc. (“Purchaser”), a California corporation. The Company and Purchaser are referred to hereinafter each as a “Party” and collectively as the “Parties”.
SEQUANS COMMUNICATIONS, S.A. [ ] American Depositary Shares Each Representing One Ordinary Share, Nominal Value €0.02 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • April 12th, 2011 • Sequans Communications • Semiconductors & related devices • New York
CONVERTIBLE NOTE AGREEMENTConvertible Note Agreement • August 21st, 2019 • Sequans Communications • Semiconductors & related devices
This Convertible Note Agreement (this “Agreement”) is made as of August 16, 2019, by and between Sequans Communications S.A., a société anonyme incorporated in the French Republic (the “Company”), and the purchaser listed on Exhibit A attached to this Agreement (the “Purchaser”).
SEQUANS COMMUNICATIONS S.A. AMENDMENT NO. 5 TO CONVERTIBLE PROMISSORY NOTE ISSUED APRIL 14, 2015Sequans Communications • March 30th, 2020 • Semiconductors & related devices
This Amendment No. 5 to Convertible Promissory Note (the “Amendment”) is made as of March 20, 2020 by and between Sequans Communications S.A., a société anonyme incorporated in the French Republic (the “Company”) and Nokomis Capital Master Fund, LP, a Cayman Islands exempted limited partnership (the “Purchaser” and together with the Company, the “Parties”) and is made with reference to the Convertible Promissory Note issued as of April 14, 2015 (the “Note”), as amended on June 30, 2017, October 30, 2017, September 27, 2018 and October 26, 2018, under and pursuant to that certain Convertible Note Agreement, dated as of April 14, 2015 (the “Purchase Agreement”), between the Parties. Unless otherwise indicated herein, capitalized terms used herein have the same meanings set forth in the Purchase Agreement.
SEQUANS COMMUNICATIONS S.A. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 12th, 2023 • Sequans Communications • Semiconductors & related devices
This Securities Purchase Agreement (this “Agreement”) is made as of April 3, 2023, by and between Sequans Communications S.A., a société anonyme incorporated in the French Republic (the “Company”), and the purchasers listed on Exhibit A hereto (each, a “Purchaser” and together, the “Purchasers”). The Company and each Purchaser are referred to hereinafter each as a “Party” and collectively as the “Parties”.
SEQUANS COMMUNICATIONS S.A. AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • August 1st, 2017 • Sequans Communications • Semiconductors & related devices
This Amendment No. 1 to Convertible Promissory Note (the “Amendment”) is made as of June 30, 2017 by and between Sequans Communications S.A., a société anonyme incorporated in the French Republic (the “Company”) and Manatuck Hill Scout Fund, LP, a Delaware limited partnership (the “Purchaser” and together with the Company, the “Parties”) and is made with reference to the Convertible Promissory Note issued as of May 5, 2016 (the “Note”) under and pursuant to that certain Convertible Note Agreement, dated as of April 27, 2016 (the “Purchase Agreement”), between the Company and the several purchasers party thereto, including the Purchaser. Unless otherwise indicated herein, capitalized terms used herein have the same meanings set forth in the Purchase Agreement.
SEQUANS COMMUNICATIONS S.A. 9,000,000 American Depositary Shares Each Representing One Ordinary Share, Nominal Value €0.02 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • February 20th, 2013 • Sequans Communications • Semiconductors & related devices • New York
The Offered ADSs will be delivered by the Depositary (as defined below), against deposit of the underlying Ordinary Shares, pursuant to the Deposit Agreement dated as of April 14, 2011 (the “Deposit Agreement”) among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and the owners and holders from time to time of the ADSs issued thereunder.
SHAREHOLDER LOAN AGREEMENTShareholder Loan Agreement • April 3rd, 2020 • Sequans Communications • Semiconductors & related devices
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 7th, 2023 • Sequans Communications • Semiconductors & related devices • Delaware
THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of August [•], 2023, by and between Renesas Electronics Corporation, a Japanese corporation (“Parent”) and [•] (“Shareholder”).
Turbo codes license agreementLicense Agreement • April 14th, 2011 • Sequans Communications • Semiconductors & related devices
France Telecom (hereinafter “France Telecom”) a company existing and organized under the French law, registered in the French Business Office with the number PARIS B 380 129 866, having offices at France Telecom R&D, 38 rue du Général leclerc, 92794 Issy les Moulineaux, France
SEQUANS COMMUNICATIONS S.A. AMENDMENT NO. 2 TO CONVERTIBLE PROMISSORY NOTESequans Communications • October 31st, 2017 • Semiconductors & related devices
This Amendment No. 2 to Convertible Promissory Note (the “Amendment”) is made as of October 30, 2017 by and between Sequans Communications S.A., a société anonyme incorporated in the French Republic (the “Company”) and Nokomis Capital Master Fund, LP, a Cayman Islands exempted limited partnership (the “Purchaser” and together with the Company, the “Parties”) and is made with reference to the Convertible Promissory Note issued as of April 27, 2016 (the “Note”), as amended on June 30, 2017, under and pursuant to that certain Convertible Note Agreement, dated as of April 27, 2016 (the “Purchase Agreement”), between the Company and the several purchasers party thereto, including the Purchaser. Unless otherwise indicated herein, capitalized terms used herein have the same meanings set forth in the Purchase Agreement.
SEQUANS COMMUNICATIONS S.A. AMENDMENT NO. 5 TO CONVERTIBLE PROMISSORY NOTE ISSUED APRIL 27, 2016Sequans Communications • February 12th, 2020 • Semiconductors & related devices
This Amendment No. 5 to Convertible Promissory Note (the “Amendment”) is made as of February 10, 2020 by and between Sequans Communications S.A., a société anonyme incorporated in the French Republic (the “Company”) and Nokomis Capital Master Fund, LP, a Cayman Islands exempted limited partnership (the “Purchaser” and together with the Company, the “Parties”) and is made with reference to the Convertible Promissory Note issued as of April 27, 2016 (the “Note”), as amended on June 30, 2017, October 30, 2017, September 27, 2018 and October 26, 2018, under and pursuant to that certain Convertible Note Agreement, dated as of April 27, 2016 (the “Purchase Agreement”), between the Parties. Unless otherwise indicated herein, capitalized terms used herein have the same meanings set forth in the Purchase Agreement.
SEQUANS COMMUNICATIONS S.A.Sequans Communications • October 31st, 2017 • Semiconductors & related devices
This letter will confirm our agreement that pursuant to and effective as of the date of this letter, Nokomis Capital Master Fund, LP, a Cayman Islands exempted limited partnership (the “Investor”) shall be entitled to the following contractual rights:
SEQUANS COMMUNICATIONS S.A. AMENDMENT NO. 3 TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • October 30th, 2018 • Sequans Communications • Semiconductors & related devices
This Amendment No. 3 to Convertible Promissory Note (the “Amendment”) is made as of September 27, 2018 by and between Sequans Communications S.A., a société anonyme incorporated in the French Republic (the “Company”) and Nokomis Capital Master Fund, LP, a Cayman Islands exempted limited partnership (the “Purchaser” and together with the Company, the “Parties”) and is made with reference to the Convertible Promissory Note issued as of April 14, 2015 (the “Note”), as amended on June 30, 2017 and October 30, 2017, under and pursuant to that certain Convertible Note Agreement, dated as of April 14, 2015 (the “Purchase Agreement”), between the Parties. Unless otherwise indicated herein, capitalized terms used herein have the same meanings set forth in the Purchase Agreement.
BSA (Warrants) Issuance AgreementIssuance Agreement • July 24th, 2017 • Sequans Communications • Semiconductors & related devices
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 :
Stock Warrants Issuance AgreementStock Warrants Issuance Agreement • July 21st, 2020 • Sequans Communications • Semiconductors & related devices
SEQUANS COMMUNICATIONS Société anonyme au capital de 554.400,26 Euros Siège social : 19, Le Parvis de La Défense – 92800 PUTEAUX RCS Nanterre B 450 249 677 BSA (Warrants) Issuance AgreementSequans Communications • March 30th, 2012 • Semiconductors & related devices
Director Warrants Issuance AgreementDirector Warrants Issuance Agreement • August 3rd, 2022 • Sequans Communications • Semiconductors & related devices
AGREEMENT No. A0905023ZSequans Communications • March 22nd, 2011 • Semiconductors & related devices
Considering statute no. 2005-722 of 29 June 2005 relating to the creation of the public establishment OSEO and the transformation of the public establishment Agence Nationale de Valorisation de la Recherche into a public limited company (French société anonyme);
SEQUANS COMMUNICATIONS S.A. AMENDMENT NO. 3 TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • October 30th, 2018 • Sequans Communications • Semiconductors & related devices
This Amendment No. 3 to Convertible Promissory Note (the “Amendment”) is made as of September 27, 2018 by and between Sequans Communications S.A., a société anonyme incorporated in the French Republic (the “Company”) and Nokomis Capital Master Fund, LP, a Cayman Islands exempted limited partnership (the “Purchaser” and together with the Company, the “Parties”) and is made with reference to the Convertible Promissory Note issued as of April 27, 2016 (the “Note”), as amended on June 30, 2017 and October 30, 2017, under and pursuant to that certain Convertible Note Agreement, dated as of April 27, 2016 (the “Purchase Agreement”), between the Company and the several purchasers party thereto, including the Purchaser. Unless otherwise indicated herein, capitalized terms used herein have the same meanings set forth in the Purchase Agreement.
INVESTMENT AGREEMENT Between Mr. Georges Karam Mr. Bertrand Debray And Mr. Fabien Buda Mr. Jérôme Bertoreile Mr. Laurent Sibony Mr. Emmanuel Lemois Mr. Ambroise Popper And FCPR T-SOURCE FCPI CAAM INNOVATION 6 FCPI CAAM INNOVATION 9 FCPI CAAM...Investment Agreement • April 12th, 2011 • Sequans Communications • Semiconductors & related devices
INVESTMENT AGREEMENT Between Mr. Georges Karam Mr. Bertrand Debray And Mr. Fabien Buda Mr. Jérôme Bertoreile Mr. Laurent Sibony Mr. Emmanuel Lemois Mr. Ambroise Popper And FCPR T-SOURCE FCPI CAAM INNOVATION 6 FCPI CAAM INNOVATION 9 FCPI CAAM...Investment Agreement • March 22nd, 2011 • Sequans Communications • Semiconductors & related devices
- Mr. Bertrand Debray, residing 7, passage du Gros Murger, 78600 Maisons Laffitte, France, represented by Mr. Georges Karam, pursuant to a power of attorney attached as Exhibit 0 hereto;
SEQUANS COMMUNICATIONS S.A. AMENDMENT NO. 4 TO CONVERTIBLE PROMISSORY NOTESequans Communications • October 30th, 2018 • Semiconductors & related devices
This Amendment No. 4 to Convertible Promissory Note (the “Amendment”) is made as of October 26, 2018 by and between Sequans Communications S.A., a société anonyme incorporated in the French Republic (the “Company”) and Nokomis Capital Master Fund, LP, a Cayman Islands exempted limited partnership (the “Purchaser” and together with the Company, the “Parties”) and is made with reference to the Convertible Promissory Note issued as of April 27, 2016 (the “Note”), as amended on June 30, 2017, October 30, 2017 and September 27, 2018, under and pursuant to that certain Convertible Note Agreement, dated as of April 27, 2016 (the “Purchase Agreement”), between the Parties. Unless otherwise indicated herein, capitalized terms used herein have the same meanings set forth in the Purchase Agreement.
SEQUANS COMMUNICATIONS S.A. CONVERTIBLE PROMISSORY NOTESequans Communications • October 30th, 2018 • Semiconductors & related devices
SEQUANS COMMUNICATIONS S.A., a société anonyme incorporated in the French Republic (the “Company”), hereby promises to pay to the order of Nokomis Capital Master Fund, LP, a Cayman Islands exempted limited partnership (the “Purchaser”), the principal amount of Four Million, Five Hundred Thousand and 00/100 Dollars ($4,500,000.00) plus the portion of the Accreted Principal Amount (as defined below) in excess thereof. This Note is being issued pursuant to a Convertible Note Agreement, dated as of April 14, 2015 (the “Purchase Agreement”), between the Company and the Purchaser. The Purchase Agreement contains terms governing the rights of the holder of this Note, and all provisions of the Purchase Agreement are hereby incorporated herein in full by reference. Unless otherwise indicated herein, capitalized terms used in this Note have the same meanings set forth in the Purchase Agreement.
LOAN AGREEMENT INNOVATION LOANLoan Agreement • April 29th, 2016 • Sequans Communications • Semiconductors & related devices
Bpifrance Financement, a limited company with capital of 839,907,320 Euros whose head office is located at 27-31 Avenue du Général Leclerc, MAISONS-ALFORT CEDEX (94710), registered in the CRETEIL Trade Register under number 320 252 489,
Director Warrants Issuance AgreementDirector Warrants Issuance Agreement • September 30th, 2021 • Sequans Communications • Semiconductors & related devices
INTEREST-FREE INNOVATION LOAN AGREEMENT No. DOS0016278/00Innovation Loan Agreement • April 29th, 2016 • Sequans Communications • Semiconductors & related devices
Limited company with board of directors (s.a.i.) with capital of 839,907,320.00 Euros, registered in the Créteil Trade Register under number 320 252 489, whose head office is located at
MANAGING DIRECTOR AGREEMENTManaging Director Agreement • September 11th, 2023 • Sequans Communications • Semiconductors & related devices
SEQUANS COMMUNICATIONS, société anonyme with a registered share capital of EUR 1,184,976.98, the registered office of which is located at 15-55 boulevard Charles de Gaulle, 92700 Colombes, France, registered with the registry of commerce and companies of Nanterre, under number 450 249 677 (the “Company”), represented by Zvi Slonimsky, chairman of the compensation committee and duly authorized by the Board of Directors of the Company (the “Board”).
AGREEMENTAgreement • March 22nd, 2011 • Sequans Communications • Semiconductors & related devices
• NATIXIS, a French société par actions simplifiée, with a share capital of EUR 1 953 407 889.60, with its principal office at 45, rue Saint-Dominique, 75007 Paris, registered with the registry of trade and companies of Paris under the number 542 044 524, validly represented for the purposes of this agreement by Mr. Laurent Gillet and Mr. Harald Aschehoug,
AGREEMENT No. A0509018 QSequans Communications • March 22nd, 2011 • Semiconductors & related devices
Considering decree 2005-766 of 8 July 2005 approving the bylaws of the public limited company “OSEO Anvar”, and implementing various provisions relating to its operation,
