Sequans Communications Sample Contracts
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. 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
SEQUANS COMMUNICATIONS S.A. American Depositary Shares each representing four fully paid Ordinary Shares, Nominal Value €0.02 Per Share At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • March 31st, 2020 • 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 AgreementBsa (Warrants) Issuance Agreement • March 31st, 2014 • Sequans Communications • 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. AMENDMENT NO. 5 TO CONVERTIBLE PROMISSORY NOTE ISSUED APRIL 14, 2015Convertible Promissory Note • March 30th, 2020 • Sequans Communications • 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. [ ] 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
SEQUANS COMMUNICATIONS S.A. AMENDMENT NO. 4 TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • October 30th, 2018 • Sequans Communications • 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.
MEMORANDUM OF UNDERSTANDING BY AND BETWEEN RENESAS ELECTRONICS CORPORATION AND SEQUANS COMMUNICATIONS S.A. DATED AS OF AUGUST 4, 2023Memorandum of Understanding • August 7th, 2023 • Sequans Communications • Semiconductors & related devices • Delaware
This Memorandum of Understanding (this “MoU”) is made and entered into as of August 4, 2023, by and between Renesas Electronics Corporation, a Japanese corporation (“Parent”) and Sequans Communications S.A., a société anonyme organized under the laws of France (the “Company”). Parent and the Company are each sometimes referred to individually as a “Party” and collectively as the “Parties.”
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”).
Director Warrants Issuance AgreementDirector Warrants Issuance Agreement • July 29th, 2025 • Sequans Communications • Semiconductors & related devices
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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 16th, 2025 • Sequans Communications • Semiconductors & related devices • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of July 4, 2025 (this “Agreement”), is made between Sequans Communications S.A., a société anonyme incorporated in the French Republic (the “Company”), and the purchasers listed on the signature pages hereto (each, an “Investor”). The Company and the Investor are referred to hereinafter each as a “Party” and collectively as the “Parties.”
SHAREHOLDER LOAN AGREEMENTShareholder Loan Agreement • April 3rd, 2020 • Sequans Communications • Semiconductors & related devices
REGISTRATION RIGHTS AGREEMENT between SEQUANS COMMUNICATIONS S.A. and EACH INVESTOR LISTED ON THE SIGNATURE PAGE HERETO Dated [ • ], 2025Registration Rights Agreement • June 23rd, 2025 • Sequans Communications • Semiconductors & related devices • New York
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 agreementTurbo Codes License 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
Director Warrants Issuance AgreementDirector Warrants Issuance Agreement • April 30th, 2025 • Sequans Communications • Semiconductors & related devices
SEQUANS COMMUNICATIONS S.A. AMENDMENT NO. 2 TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • October 31st, 2017 • Sequans Communications • 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, 2016Convertible Promissory Note • February 12th, 2020 • Sequans Communications • 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.Observer Rights Agreement • October 31st, 2017 • Sequans Communications • 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:
SECURED CONVERTIBLE DEBENTURE PURCHASE AGREEMENTSecured Convertible Debenture Purchase Agreement • July 16th, 2025 • Sequans Communications • Semiconductors & related devices • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of June [•], 2025 (this “Agreement”), is made between Sequans Communications S.A., a société anonyme incorporated in the French Republic (the “Company”), and the purchasers listed on the signature pages hereto (each, an “Investor”). The Company and the Investor are referred to hereinafter each as a “Party” and collectively as the “Parties.”
Information in this exhibit identified by [***] is confidential and has been excluded pursuant to Item 601(b)(10(iv) of Regulation S-K because it is both (i) not material and (ii) the type of information that the registrant customarily and actually...Asset Purchase Agreement • April 30th, 2025 • Sequans Communications • Semiconductors & related devices
This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 22, 2024, by and among Qualcomm Technologies, Inc., a Delaware corporation (“Purchaser”), Qualcomm France S.A.R.L., a French société à responsabilité limitée duly organized and validly existing under the laws of France, with its registered office at 5 Parc Ariane, Immeuble Neptune, Boulevard des Chênes, 78280 Guyancourt, France, registered with the trade and companies register of Versailles under number 795 039 528 (“QCOM France”), Qualcomm Technologies International, Ltd., an England and Wales company with its registered office at Churchill House, Cambridge Business Park, Cowley Road, Cambridge, UK (“QTIL”), on the one hand (provided Purchaser is acting jointly (solidairement) with QCOM France and QTIL under this Agreement), and on the other hand, Sequans Communications S.A., a company incorporated under the laws of France, with its registered office at 15 Bd Charles de Gaulle, 92700 Colombes, Franc
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 AgreementBsa (Warrants) Issuance 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 :
SEQUANS COMMUNICATIONS S.A. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 16th, 2025 • Sequans Communications • Semiconductors & related devices • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of [ • ], 2025 (this “Agreement”), is made between Sequans Communications S.A., a société anonyme incorporated in the French Republic (the “Company”), and the purchasers listed on the signature pages hereto (each, an “Investor”). The Company and the Investor are referred to hereinafter each as a “Party” and collectively as the “Parties.”
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 AgreementBsa (Warrants) Issuance Agreement • March 30th, 2012 • Sequans Communications • Semiconductors & related devices
Director Warrants Issuance AgreementDirector Warrants Issuance Agreement • August 3rd, 2022 • Sequans Communications • Semiconductors & related devices
AGREEMENT No. A0905023ZAgreement No. A0905023z • March 22nd, 2011 • Sequans Communications • 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