As filed with the Securities and Exchange Commission on July 21, 2020

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 - 2020

Restricted Share Award Plan - 2020-1

Restricted Share Award Plan - 2020-2

BSA 2020-1 (Warrants) Issuance Agreement

BSA 2020-2 (Warrants) Issuance Agreement

Stock Warrants Issuance Agreement, Dated June 29, 2020

(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.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

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 (3)

  252,000   $1.51 (4)   $380,520 (4)   $50

Ordinary Shares, nominal value €0.02 per share (5)

  5,000,000   $1.755 (6)   $8,775,000(6)   $1,139

Restricted Shares, Options and Warrants to Purchase Ordinary Shares

  5,252,000   N/A   N/A   N/A

Aggregate Registration Fee

              $1,189

 

 

(1)

These shares may be represented by the American Depositary Shares (“ADSs”) of Sequans Communications S.A. (the “Registrant”). Each ADS represents four ordinary shares. ADSs issuable upon deposit of the ordinary shares registered hereby were registered pursuant to separate Registration Statements on Form F-6 (File No. 333-173002 and File No. 333-224589, as amended and supplemented).

(2)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (the “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)

Consists of 252,000 ordinary shares issuable under outstanding warrants issued under the Registrant’s Stock Warrants Issuance Agreement, dated June 29, 2020.

(4)

Estimated in accordance with Rule 457(h) under the Securities Act, solely for the purpose of calculating the registration fee. The price of $1.51 per share represents the exercise price for each ordinary share subject to outstanding warrants issued under the Registrant’s Stock Warrants Issuance Agreement, dated June 29, 2020.

(5)

Consists of 5,000,000 ordinary shares issuable under the Registrant’s Stock Option Subscription Plan - 2020, Restricted Share Award Plan - 2020-1, Restricted Share Award Plan - 2020-2, BSA 2020-1 (Warrants) Issuance Agreement and BSA 2020-2 (Warrants) Issuance Agreement.

(6)

Estimated in accordance with Rule 457(c) and (h) under the Securities Act, solely for the purpose of calculating the registration fee on the basis of $1.755 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 14, 2020, divided by four, which is the number of ordinary shares represented by each ADS.

 

 

 


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, 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.

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, 2019 (File No. 001-35135), filed with the Commission on March 30, 2020, 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 ADSs 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.

 

1


Item 8.

Exhibits.

 

Exhibit

Number

  

Description of Exhibit

  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 - 2020
99.2*    Restricted Share Award Plan - 2020-1
99.3*    Restricted Share Award Plan - 2020-2
99.4*    BSA 2020-1 (Warrants) Issuance Agreement
99.5*    BSA 2020-2 (Warrants) Issuance Agreement
99.6*    Stock Warrants Issuance Agreement, dated June 29, 2020

 

*

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; and

(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 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

 

2


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.

 

3


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 21, 2020.

 

SEQUANS COMMUNICATIONS S.A.

By:

 

/s/ Dr. 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 or her true and lawful attorneys-in-fact and agents, each with full power of substitution, for him or her 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 or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his, her 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

Dr. Georges Karam

  

Chairman and Chief Executive Officer

(Principal Executive Officer)

  July 21, 2020

/s/ Deborah Choate

Deborah Choate

  

Chief Financial Officer

(Principal Financial and Accounting Officer)

  July 21, 2020

/s/ Wesley Cummins

Wesley Cummins

   Director   July 21, 2020

/s/ Mailys Ferrere

Mailys Ferrere

   Director   July 21, 2020

/s/ Yves Maitre

Yves Maitre

   Director   July 21, 2020

/s/ Richard Nottenburg

Richard Nottenburg

   Director   July 21, 2020

/s/ Hubert de Pesquidoux

Hubert de Pesquidoux

   Director   July 21, 2020

/s/ Dominique Pitteloud

Dominique Pitteloud

   Director   July 21, 2020

/s/ Alok Sharma

Alok Sharma

   Director   July 21, 2020

/s/ Zvi Slonimsky

Zvi Slonimsky

   Director   July 21, 2020

 

4


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 21, 2020.

 

By:   /s/ Nikhil Taluja
  Name: Nikhil Taluja
  Title: U.S. Representative

 

5

EX-5.1

EXHIBIT 5.1

 

LOGO

     

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 21, 2020

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 5,252,000 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 2020, Restricted Share Award Plan 2020-1, Restricted Share Award Plan 2020-2, BSA 2020-1 (Warrants) Issuance Agreement, BSA 2020-2 (Warrants) Issuance Agreement, and BSA (Warrants) Issuance Agreement, dated June 29, 2020, as approved by the general meeting of shareholders of the Company on June 26, 2020 and by the board of directors of the Company on June 29, 2020 (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 21, 2020

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

EX-23.2

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 2020, Restricted Share Award Plan 2020-1, Restricted Share Award Plan 2020-2, BSA 2020-1 (Warrants) Issuance Agreement, BSA 2020-2 (Warrants) Issuance Agreement, and BSA (Warrants) Issuance Agreement, dated June 29, 2020, of Sequans Communications S.A. of our reports dated March 30, 2020, 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, 2019 filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young Audit
Paris – La Défense, France
July 21, 2020
EX-99.1

Exhibit 99.1

SEQUANS COMMUNICATIONS

Société anonyme au capital de 2 412 066.04 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 – 2020


SO 2020 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

 

- 2/7 -


SO 2020 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 26 June 2020, 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 5,000,000 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 American Depositary Shares (ADS), as adjusted to reflect the then current ratio to 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 29 June 2020, the Board of Directors established the present Stock Option Subscription Plan—2020 (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”) at the Exercise Price as defined under section III-2 below.

The number of Options granted to each Beneficiary, as well as the Exercise 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.

 

- 3/7 -


SO 2020 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 ADS listed on the NYSE, adjusted to reflect the then current ratio of shares per ADS, on the Grant Date of the Options, and may not be below 80% of the average adjusted quoted price during the twenty (20) trading sessions preceding 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 1/12th 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 4th anniversary of the Hire Date. For example, if the Hire Date is 12 April 2020 and 160 options are granted on 25 July 2020, 40 options become exercisable beginning 12 April 2020, then 10 options become exercisable beginning 12 July 2020, another 10 options become exercisable beginning 12 October 2020 and so forth until all 160 options are exercisable as of 12 April 2024.

 

  (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 1/12th 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 4th anniversary of the Grant Date. For example, if 160 options are granted on 26 July 2020, 40 options become exercisable beginning 26 July 2020, then 10 options become exercisable beginning 26 October 2020, another 10 options become exercisable beginning 26 January 2021 and so forth until all 160 options are exercisable as of 26 July 2024.

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-3 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.

 

- 4/7 -


SO 2020 Subscription Plan

 

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:

 

   

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 or 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 following an acquisition of Sequans Communications: in the event that a third party acquires a majority 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 2020 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.

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.

 

- 5/7 -


SO 2020 Subscription Plan

 

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, in the form of ADS, 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. THE TAX PROVISIONS CURRENTLY APPLICABLE TO BENEFICIARIES WHO ARE EMPLOYEES OF SEQUANS COMMUNICATIONS AND WHO ARE DOMICILED IN FRANCE, 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 is subject to:

 

   

individual income tax (impôt sur le revenu): progressive rate up to 45%

 

   

social contributions (prélèvements sociaux : CSG, CRDS...): 9.7% (6.8% 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): rate of 3% or 4% depending on the amount of income of the tax household

Gain on Exercise is exempt from standard social 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:

 

   

individual income tax (impôt sur le revenu): flat rate of 12.8%

 

   

social contributions (prélèvements sociaux : CSG, CRDS...): 17.2 %

 

   

as the case may be, an exceptional contribution on high income (contribution exceptionnelle sur les hauts revenus): rate of 3% or 4% depending on the amount of income of the tax household

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

The Impôt sur la Fortune Immobilière (“IFI”) generally applies to real estate assets to the extent that their net value exceeds EUR 1,300,000. Therefore, all other movable assets (tangible assets, shares, life insurance, cash, etc.) are excluded from the tax base, unless their underlying assets (direct or indirect) consist of real estate assets or rights.

The Beneficiaries should not be subject to French IFI in respect of their shareholding in the Company.

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 be liable whatsoever with respect to such tax information and shall have no obligation to provide advice and/or assistance in this regard.

VI-2. TAX PROVISIONS APPLICABLE TO BENEFICIARIES 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.

 

- 6/7 -


SO 2020 Subscription Plan

 

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.

 

               Date: ______________

 

   

 

   

 

  (signature)  
   
  M. (name, surname):    

 

  the “Beneficiary  

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

 

- 7/7 -

EX-99.2

Exhibit 99.2

SEQUANS COMMUNICATIONS

Société anonyme au capital de 2 412 066.04 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 – 2020-1


- 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

I – GENERAL PRINCIPLES OF RESTRICTED SHARE AWARDS

The purpose of this plan is to reward and retain employees and/or company executive 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 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.

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 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 26 June 2020 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 5,000,000 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 29 June 2020, the Board of Directors decided the procedures applicable to Shares Awards and established the present Restricted Shares Award Plan 2020 (hereinafter the “Plan”), in conformity with the principles set by the combined general shareholders’ meeting and aforesaid statutory provisions.

 

- 2/6 -


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.

This Plan provides for the issuance of up to 5,000,000 Shares.

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,

 

   

the manner of vesting over 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.

Within a period of thirty (30) 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 vested and 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 in this Plan are observed on each Vesting Date as defined hereafter. Each Beneficiary is expressly informed that no Shares shall vest before the end of a minimum vesting period (the “Minimum Vesting Period”). The manner in which the Shares Vest over the Vesting Period shall be in accordance with either Option 1 or Option 2, depending on the tax jurisdiction applicable to the given Beneficiary:

 

   

Option 1: if a Beneficiary is not resident in a jurisdiction where taxes on Shares are due when the Shares vest, the following vesting process shall apply:

 

   

25% of the Award shall be acquired (vest) on the one-year anniversary of the Award date;

 

   

thereafter, an additional 1/12th of the remaining 75% of the Award shall be acquired (vest) on the corresponding day of each three month period thereafter (i.e. quarterly vesting), such that 100% of the Award has vested by the 4th anniversary of the Award date.

 

   

Option 2: if a Beneficiary is resident in a jurisdiction where taxes on Shares are due when the Shares vest, the following vesting process shall apply:

 

   

50% of the Award shall be acquired (vest) on the two-year anniversary of the Award date;

 

   

thereafter, an additional 1/8th of the remaining 50% of the Award shall be acquired (vest) on the corresponding day of each three month period thereafter (i.e. quarterly vesting), such that 100% of the Award has vested by the 4th anniversary of the Award date.

The Beneficiaries become owners of the Shares, with all related rights as described in section IV-4, only as the Shares are vested (hereinafter the “Vesting Date”), subject to the vesting conditions referred to above and the presence condition defined below under section IV-2 are met.

The application of Option 1 or Option 2 to each Beneficiary shall be determined by the Board on the Grant Date and shall not change regardless of any change in the Beneficiaries tax residence.

 

- 3/6 -


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:

 

   

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, being specified that in such case the Acquisition Period and Holding Period (as referred to under section IV-1 below) shall not apply. The heirs of the Beneficiaries remain subject to the other conditions of this Plan, except the retention requirement described in IV-4.

 

   

2nd and 3rd category disability, within the meaning of article L.341-4 of the French Social Security Code: Upon the request of the Beneficiaries, all Shares shall vest immediately, being specified that in such case the Acquisition Period and Holding Period (as referred to under section IV-1 below) shall not apply. Beneficiaries will remain subject to the other conditions of this Plan, except the retention requirement described in IV-4.

 

   

Termination following an acquisition of Sequans Communications: in the event that a third party acquires a majority 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.

IV-3. Delivery of Shares upon Vesting – Listing

At the Vesting Date 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 for trading on the New York Stock Exchange, under the form of American Depositary Shares (ADS).

IV-4. Rights of the Shares after the Vesting Date – 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. 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 (the “Holding Period”). 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.

 

- 4/6 -


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.

TAX PROVISIONS APPLICABLE TO BENEFICIARIES WHO ARE RESIDENT IN FRANCE FROM THE DATE OF THE AWARD UP TO THE SALE OF THE SHARES AND SUBMITTED TO THE FRENCH SOCIAL SECURITY

1. Capital gain realised at the time of acquisition (Vested Award)

The portion of the Vested Award, equal to the value of ordinary share at the Vesting Date, which does not exceed EUR 300,000, is subject to:

 

   

individual income tax (impôt sur le revenu): progressive rate up to 45%, after application of a 50% rebate on the Vested Award

 

   

social contributions (prélèvements sociaux : CSG, CRDS...): 17.2%

 

   

as the case may be, an exceptional contribution on high income (contribution exceptionnelle sur les hauts revenus): rate of 3% or 4% depending on the amount of income of the tax household

The portion of the Vested Award which exceeds EUR 300,000 is subject to:

 

   

individual income tax (impôt sur le revenu): progressive rate up to 45% (without any rebate)

 

   

social contributions (prélèvements sociaux : CSG, CRDS...): 9.7% (6.8% 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): rate of 3% or 4% depending on the amount of income of the tax household

Vested Award is taxable in the year during which the Shares are sold.

2. Capital gain realised at the time of disposal

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, is subject to:

 

   

individual income tax (impôt sur le revenu): flat rate of 12.8%

 

   

social contributions (prélèvements sociaux : CSG, CRDS...): 17.2%

 

   

as the case may be, an exceptional contribution on high income (contribution exceptionnelle sur les hauts revenus): rate of 3% or 4% depending on the amount of income of the tax household

Capital gain realised at the time of the disposal is taxable in the year during which the Shares are sold.

3. Wealth tax

The Impôt sur la Fortune Immobilière (“IFI”) generally applies to real estate assets to the extent that their net value exceeds EUR 1,300,000. Therefore, all other movable assets (tangible assets, shares, life insurance, cash, etc.) are excluded from the tax base, unless their underlying assets (direct or indirect) consist of real estate assets or rights.

The Beneficiaries should not be subject to French IFI in respect of their shareholding in the Company.

 

V-2.

TAX PROVISIONS APPLICABLE TO BENEFICIARIES WHO ARE NOT RESIDENT IN FRANCE AND NOT SUBMITTED TO THE FRENCH SOCIAL SECURITY

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 and, (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.

 

- 5/6 -


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

VI – AMENDMENT OF THIS PLAN

No amendment that could affect the rights of the Beneficiaries may be made to this Plan, without the authorization of the Beneficiaries voting by way of a formal meeting called for this purpose.

This Plan shall prevail in case of conflict of interpretation between the Individual Letter of Notification and the Plan itself.

 

            

 

Date: ______________

       

 

 

(signature)

  M. (name, surname):    

 

  the “Beneficiary  

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

 

- 6/6 -

EX-99.3

Exhibit 99.3

SEQUANS COMMUNICATIONS

Société anonyme au capital de 2 412 066.04 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 – 2020-2


- 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 purpose of this plan is to reward and retain employees and/or company executive 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 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.

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 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 26 June 2020 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 5,000,000 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 29 June 2020, the Board of Directors decided the procedures applicable to Shares Awards and established the present Restricted Shares Award Plan 2020 (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.

This Plan provides for the issuance of up to 5,000,000 Shares.

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,

 

   

the manner of vesting over 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 thirty (30) 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 vested and acquired by the Beneficiaries at the end of a period of either one (1) or two (2) 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 in this Plan are observed on the Vesting Date as defined hereafter. The choice of the duration of the Vesting Period will depend upon the tax jurisdiction applicable to the given Beneficiary:

 

   

Option 1: if a Beneficiary is not resident in a jurisdiction where taxes on Shares are due when the Shares vest, the Vesting Period shall last one (1) year from the Grant Date and 100% of the Award shall be acquired (vest) on the one-year anniversary of the Award date;

 

   

Option 2: if a Beneficiary is resident in a jurisdiction where taxes on Shares are due when the Shares vest, the Vesting Period shall last two (2) years from the Grant Date and 100% of the Award shall be acquired (vest) on the two-year anniversary of the Award date.

The Beneficiaries become owners of the Shares, with all related rights as described in section IV-4, only as the Shares are vested (hereinafter the “Vesting Date”), subject to the vesting conditions referred to above and the presence condition defined below under section IV-2 are met.

The application of Option 1 or Option 2 to each Beneficiary shall be determined by the Board on the Grant Date and shall not change regardless of any change in the Beneficiaries tax residence.

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:

 

   

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, being specified that in such case the Acquisition Period and Holding Period (as referred to under section IV-1 below) shall not apply. The heirs of the Beneficiaries remain subject to the other conditions of this Plan, except the retention requirement described in IV-4.

 

   

2nd and 3rd category disability, within the meaning of article L.341-4 of the French Social Security Code: Upon the request of the Beneficiaries, all Shares shall vest immediately, being specified that in such case the Acquisition Period and Holding Period (as referred to under section IV-1 below) shall not apply. Beneficiaries will remain subject to the other conditions of this Plan, except the retention requirement described in IV-4.

 

   

Termination following an acquisition of Sequans Communications: in the event that a third party acquires a majority 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.

IV-3. Delivery of Shares upon Vesting – Listing

At the Vesting Date 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.

 

- 4/6 -


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 for trading on the New York Stock Exchange, under the form of American Depositary Shares (ADS).

IV-4. Rights of the Shares after the Vesting Date – 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. 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 (the “Holding Period”). 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.

TAX PROVISIONS APPLICABLE TO BENEFICIARIES WHO ARE RESIDENT IN FRANCE FROM THE DATE OF THE AWARD UP TO THE SALE OF THE SHARES AND SUBMITTED TO THE FRENCH SOCIAL SECURITY

1. Capital gain realised at the time of acquisition (Vested Award)

The portion of the Vested Award, equal to the value of ordinary share at the Vesting Date, which does not exceed EUR 300,000, is subject to:

 

   

individual income tax (impôt sur le revenu): progressive rate up to 45%, after application of a 50% rebate on the Vested Award

 

   

social contributions (prélèvements sociaux : CSG, CRDS...): 17.2%

 

   

as the case may be, an exceptional contribution on high income (contribution exceptionnelle sur les hauts revenus): rate of 3% or 4% depending on the amount of income of the tax household

The portion of the Vested Award which exceeds EUR 300,000 is subject to:

 

   

individual income tax (impôt sur le revenu): progressive rate up to 45% (without any rebate)

 

   

social contributions (prélèvements sociaux : CSG, CRDS...): 9.7% (6.8% 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): rate of 3% or 4% depending on the amount of income of the tax household

Vested Award is taxable in the year during which the Shares are sold.

 

- 5/6 -


2. Capital gain realised at the time of disposal

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, is subject to:

 

   

individual income tax (impôt sur le revenu): flat rate of 12.8%

 

   

social contributions (prélèvements sociaux : CSG, CRDS...): 17.2%

 

   

as the case may be, an exceptional contribution on high income (contribution exceptionnelle sur les hauts revenus): rate of 3% or 4% depending on the amount of income of the tax household

Capital gain realised at the time of the disposal is taxable in the year during which the Shares are sold.

3. Wealth tax

The Impôt sur la Fortune Immobilière (“IFI”) generally applies to real estate assets to the extent that their net value exceeds EUR 1,300,000. Therefore, all other movable assets (tangible assets, shares, life insurance, cash, etc.) are excluded from the tax base, unless their underlying assets (direct or indirect) consist of real estate assets or rights.

The Beneficiaries should not be subject to French IFI in respect of their shareholding in the Company.

 

V-2.

TAX PROVISIONS APPLICABLE TO BENEFICIARIES WHO ARE NOT RESIDENT IN FRANCE AND NOT SUBMITTED TO THE FRENCH SOCIAL SECURITY

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 and, (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

No amendment that could affect the rights of the Beneficiaries may be made to this Plan, without the authorization of the Beneficiaries voting by way of a formal meeting called for this purpose.

This Plan shall prevail in case of conflict of interpretation between the Individual Letter of Notification and the Plan itself.

            Date: ______________

 

                

 

   

 

 

(signature)

 
 

M. (name, surname):                                                              

 

            the “Beneficiary”

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

 

- 6/6 -

EX-99.4

Exhibit 99.4

SEQUANS COMMUNICATIONS

Société anonyme au capital de 2 412 066.04 euros

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

RCS Nanterre 450 249 677

BSA 2020-1 (Warrants) Issuance Agreement

 

 

(1) SEQUANS COMMUNICATIONS

(2) THE HOLDERS OF BSA 2020-1

 

1/6


Summary

PREAMBLE: PRESENTATION OF THE ISSUANCE AGREEMENT

 

Title 1.

 

SUBSCRIPTION AND FEATURES OF BSA 2020-1

 

Article 1.

  

Holders of BSA 2020-1

 

Article 2.

  

Grant and subscription of BSA 2020-1

 

Article 3.

  

Features and period of validity of BSA 2020-1 – 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 2020-1

Title 2.

  RIGHT OF EXERCISE – SUSPENSION – FORMALITIES – SHARES SUBSCRIBED
 

Article 6.

  

Suspension of the rights to exercise the BSA 2020-1

 

Article 7.

  

Conditions of exercise of BSA 2020-1

 

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 – Term – Jurisdiction

 

2/6


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 2020-1 warrants plan is a mechanism by which Sequans Communications offers the Beneficiaries the possibility of subscribing for warrants (hereafter referred to as “BSA 2020-1”) at a set price; the exercise of each BSA 2020-1 allows the purchase of a new ordinary share during a certain period, at a price set on the date the BSA 2020-1 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 2020-1 to purchase 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 26 June 2020, a combined general shareholders’ meeting voted in favour of the principle of issuing BSA 2020-1, with a unitary warrant subscription price of 0.01 Euro, which could give rise to the issuance of a maximum of 5,000,000 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 2020-1 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 2020-1, adjusted to reflect the then current ratio of shares per ADS.

In addition, this decision delegated to the Board of Directors the authority to issue such BSA 2020-1, on one or more occasions, including the authority to determine the holders and the number of BSA 2020-1 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 2020-1 issued, to record the successive increases in share capital as a result of the exercise of the BSA 2020-1, 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 29 June 2020, the terms and conditions of the BSA 2020-1 (Warrants) Issuance Agreement (the “Issuance Agreement”) governing BSA 2020-1.

THE PARTIES AGREE AS FOLLOWS:

Title 1. SUBSCRIPTION AND FEATURES OF BSA 2020-1

Article 1. Holders of BSA 2020-1

The Holder is a physical person or legal entity having an effective contractual relationship – on the basis of a services contract duly signed - with Sequans Communications at the date an offer of subscription of BSA 2020-1 is made pursuant to this Issuance Agreement.

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

Article 2. Grant and subscription of BSA 2020-1.

The BSA 2020-1 offered to the Holders shall be subscribed at the price of 0.01 Euro per BSA 2020-1, 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 2020-1 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 2020-1 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 Holder who acknowledges that the Individual Letter of Notification is part of these Issuance Agreement. Alternatively, the acknowledgement can be accomplished by responding to the electronic acknowledgement request from the Company’s on-line equity plan administrator.

FAILURE TO COMPLY WITH THIS MAJOR FORMALITY WITHIN THE APPLICABLE PERIODEXCEPT IN THE EVENT OF FORCE MAJEURESHALL RENDER THE BSA 2020-1 ISSUED IMMEDIATELY AND AUTOMATICALLY NULL AND VOID.

 

3/6


Article 3. Features and period of validity of BSA 2020-1 – Vesting period — Conditions of exercise

BSA 2020-1 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 2020-1 may only be exercised within the aforementioned maximum period of 10 years; any BSA 2020-1 not exercised by the expiry of such period shall automatically become null and void.

The Beneficiary acquires the right to exercise his/her BSA 2020-1 at the rate of 1/24th of the total grant amount per month for the 24 months following the grant date of such BSA 2020-1 (the “Vesting Period”).

Exercising a BSA 2020-1 entitles the Holder to purchase one new ordinary share with a par value of EUR 0.02 (hereafter a “Share”) in consideration of the payment of the Exercise Price described in Article 5.

This number of shares cannot be modified during the BSA 2020-1 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 2020-1 not yet vested and exercisable on the date of the aforesaid termination.

However, the Holder retains the right to exercise BSA 2020-1 that are vested and that have not yet been exercised, provided that such Holder exercises such vested BSA 2020-1 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 2020-1 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 2020-1. After the expiry of this 6-month period hereinabove, said heirs or beneficiaries shall lose all rights with regard to unexercised BSA 2020-1,

 

   

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 2020-1 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 2020-1

The Exercise Price for Shares to be issued pursuant to an exercise of the BSA 2020-1 is set at the closing price of the Sequans Communications share (ADS) listed on the NYSE, adjusted to reflect the then current ratio of shares per ADS, on the grant date of such BSA 2020-1.

This price is mentioned in the Individual Notification Letter, price which may not be changed during the BSA 2020-1 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; the counter value in Euros shall be determined on the exercise date of the BSA. The par value of each share is EUR 0.02.

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

Article 6. Suspension of the rights to exercise BSA 2020-1

If necessary, the Board of Directors may suspend the right to exercise the BSA 2020-1. 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 2020-1, indicating the date of the suspension and the date on which the right to exercise BSA 2020-1 will be re-established. Such suspension may not exceed 3 months.

 

4/6


If the right to exercise a BSA 2020-1 expires during a period in which rights are suspended, the period for exercising the BSA 2020-1 shall be extended by the length of the suspension period.

Article 7. Conditions of exercise of BSA 2020-1

All requests for exercising BSA 2020-1, documented by the signature of an exercise certificate specific to this BSA 2020-1 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 2020-1 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 2020-1 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 in the form of ADSs 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 2020-1 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 2020-1, the Company will have the option of changing its form or object, without obtaining prior authorisation from the Holders of BSA 2020-1. 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.

 

5/6


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 – Term – Jurisdiction

 

12.1

The Holders are automatically subject to this Issuance Agreement through the subscription of BSA 2020-1.

 

12.2

This Issuance Agreement becomes effective on the date of effective subscription of the BSA 2020-1 and ends on the first of the following dates: (a) the expiry date of the BSA 2020-1, (b) the date on which all the BSA 2020-1 have been exercised or forfeited. In addition, it will cease to be binding on each BSA 2020-1 Holder on the date on which such holder ceases to hold any BSA 2020-1.

 

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 2020-1 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”)

 

6/6

EX-99.5

Exhibit 99.5

SEQUANS COMMUNICATIONS

Société anonyme au capital de 2 412 066.04 euros

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

RCS Nanterre 450 249 677

BSA 2020-2 (Warrants) Issuance Agreement

 

 

(1) SEQUANS COMMUNICATIONS

(2) THE HOLDERS OF BSA 2020-2

 

1/6


Summary

PREAMBLE: PRESENTATION OF THE ISSUANCE AGREEMENT

 

Title 1.

 

SUBSCRIPTION AND FEATURES OF BSA 2020-2

  Article 1.   Holders of BSA 2020-2
  Article 2.   Grant and subscription of BSA 2020-2
  Article 3.   Features and period of validity of BSA 2020-2 – 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 2020-2

Title 2.

 

RIGHT OF EXERCISE – SUSPENSION – FORMALITIES – SHARES SUBSCRIBED

  Article 6.   Suspension of the rights to exercise the BSA 2020-2
  Article 7.   Conditions of exercise of BSA 2020-2
  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 – Term – Jurisdiction

 

2/6


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 2020-2 warrants plan is a mechanism by which Sequans Communications offers the Beneficiaries the possibility of subscribing for warrants (hereafter referred to as “BSA 2020-2”) at a set price; the exercise of each BSA 2020-2 allows the purchase of a new ordinary share during a certain period, at a price set on the date the BSA 2020-2 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 2020-2 to purchase 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 26 June 2020, a combined general shareholders’ meeting voted in favour of the principle of issuing BSA 2020-2, with a unitary warrant subscription price of 0.01 Euro, which could give rise to the issuance of a maximum of 5,000,000 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 2020-2 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 2020-2, adjusted to reflect the then current ratio of shares per ADS.

In addition, this decision delegated to the Board of Directors the authority to issue such BSA 2020-2, on one or more occasions, including the authority to determine the holders and the number of BSA 2020-2 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 2020-2 issued, to record the successive increases in share capital as a result of the exercise of the BSA 2020-2, 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 29 June 2020, the terms and conditions of the BSA 2020-2 (Warrants) Issuance Agreement (the “Issuance Agreement”) governing BSA 2020-2.

THE PARTIES AGREE AS FOLLOWS:

Title 1. SUBSCRIPTION AND FEATURES OF BSA 2020-2

Article 1. Holders of BSA 2020-2

The Holder is a physical person or legal entity having an effective contractual relationship – on the basis of a services contract duly signed—with Sequans Communications at the date an offer of subscription of BSA 2020-2 is made pursuant to this Issuance Agreement.

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

Article 2. Grant and subscription of BSA 2020-2.

The BSA 2020-2 offered to the Holders shall be subscribed at the price of 0.01 Euro per BSA 2020-2, 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 2020-2 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 2020-2 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 Holder who acknowledges that the Individual Letter of Notification is part of these Issuance Agreement. Alternatively, the acknowledgement can be accomplished by responding to the electronic acknowledgement request from the Company’s on-line equity plan administrator.

FAILURE TO COMPLY WITH THIS MAJOR FORMALITY WITHIN THE APPLICABLE PERIODEXCEPT IN THE EVENT OF FORCE MAJEURESHALL RENDER THE BSA 2020-2 ISSUED IMMEDIATELY AND AUTOMATICALLY NULL AND VOID.

 

3/6


Article 3. Features and period of validity of BSA 2020-2 – Vesting period — Conditions of exercise

BSA 2020-2 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 2020-2 may only be exercised within the aforementioned maximum period of 10 years; any BSA 2020-2 not exercised by the expiry of such period shall automatically become null and void.

BSA 2020-2 vest immediately and shall be exercisable from the date of their subscription by the Holder.

Exercising a BSA 2020-2 entitles the Holder to purchase one new ordinary share with a par value of EUR 0.02 (hereafter a “Share”) in consideration of the payment of the Exercise Price described in Article 5.

This number of shares cannot be modified during the BSA 2020-2 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.

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, the Holder retains the right to exercise BSA 2020-2, provided that such Holder exercises such vested BSA 2020-2 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 2020-2 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 2020-2. After the expiry of this 6-month period hereinabove, said heirs or beneficiaries shall lose all rights with regard to unexercised BSA 2020-2,

 

   

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 2020-2 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 2020-2

The Exercise Price for Shares to be issued pursuant to an exercise of the BSA 2020-2 is set at the closing price of the Sequans Communications share (ADS) listed on the NYSE, adjusted to reflect the then current ratio of shares per ADS, on the grant date of such BSA 2020-2.

This price is mentioned in the Individual Notification Letter, price which may not be changed during the BSA 2020-2 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; the counter value in Euros shall be determined on the exercise date of the BSA. The par value of each share is EUR 0.02.

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

Article 6. Suspension of the rights to exercise BSA 2020-2

If necessary, the Board of Directors may suspend the right to exercise the BSA 2020-2. 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 2020-2, indicating the date of the suspension and the date on which the right to exercise BSA 2020-2 will be re-established. Such suspension may not exceed 3 months.

If the right to exercise a BSA 2020-2 expires during a period in which rights are suspended, the period for exercising the BSA 2020-2 shall be extended by the length of the suspension period.

 

4/6


Article 7. Conditions of exercise of BSA 2020-2

All requests for exercising BSA 2020-2, documented by the signature of an exercise certificate specific to this BSA 2020-2 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 2020-2 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 8. Delivery and form of shares

Shares acquired by exercising BSA 2020-2 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 in the form of ADSs 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 2020-2 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.

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 2020-2, the Company will have the option of changing its form or object, without obtaining prior authorisation from the Holders of BSA 2020-2. 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

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.

 

5/6


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 – Term – Jurisdiction

 

12.1

The Holders are automatically subject to this Issuance Agreement through the subscription of BSA 2020-2.

 

12.2

This Issuance Agreement becomes effective on the date of effective subscription of the BSA 2020-2 and ends on the first of the following dates: (a) the expiry date of the BSA 2020-2, (b) the date on which all the BSA 2020-2 have been exercised or forfeited. In addition, it will cease to be binding on each BSA 2020-2 Holder on the date on which such holder ceases to hold any BSA 2020-2.

 

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 2020-2 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

 

 

SEQUANS COMMUNICATIONS

     __________________________     
 

M.__________________________

     __________________________     
 

(the “Holder””)

     
 

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

 

6/6

EX-99.6

Exhibit 99.6

Stock Warrants Issuance Agreement

Dated June 29, 2020

(1) SEQUANS COMMUNICATIONS S.A. (the “Company”)

(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.   Setting of the subscription price for shares covered by the BSA
  Article 5.   Termination of the mandate of non-executive Board Member of the Company – Exceptions

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

 

1


WHEREAS:

In a decision taken on June 26, 2020, a combined general shareholders’ meeting (the “CGM”) of the Company voted in favour of the issuance of a total number of 252,000 BSA (warrants), at a subscription price of 0,00002777 euro per BSA (i.e. 1.00. euro for 36,000 BSA), allocated as follows:

 

        

 

-  

  

Mr. Hubert de Pesquidoux

  

36,000 BSA

 

-  

  

Mr. Dominique Pitteloud

  

36,000 BSA

 

-  

  

Mr. Zvi Slonimsky

  

36,000 BSA

 

-  

  

Mr. Alok Sharma

  

36,000 BSA

 

-  

  

Mr. Yves Maître

  

36,000 BSA

 

-  

   Mr. Richard Nottenburg    36,000 BSA
 

-  

   Mr. Wesley Cummins    36,000 BSA

Each BSA subscribed gives the Holder the right to purchase one ordinary share of the Company at a fixed exercise price.

The CGM delegated to the Board of Directors the power (i) to record the exercise price equal to the closing market value on the issuance date of the BSA, (ii) to ascertain the completion of the capital increase relating to the subscription of the BSA, (iii) increase share capital by a maximum nominal amount of € 5,040 with respect to 252,000 BSA, and subsequently (iv) 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 Board of Directors, in their meeting of June 29, 2020, did record the exercise price and ascertain the increase of the share capital.

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

Title 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 each Holder is 36,000, as provided in the recitals.

Article 2. Allotment and subscription of BSA.

The BSA proposed to the Holders shall be subscribed at the price of 0.00001042 euro per BSA (i.e. 1.00 euro for the 36,000 BSA allotted to each Holder), 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 allotted 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.

FAILURE TO COMPLY WITH THIS MAJOR FORMALITY WITHIN THE APPLICABLE PERIODEXCEPT IN THE EVENT OF FORCE MAJEURESHALL RENDER THE BSA ISSUED IMMEDIATELY AND AUTOMATICALLY VOID.

Article 3. Features and period of validity of BSA – Conditions of exercise

Provided they are subscribed for by the Holder, BSA are granted for a period of 10 years as from June 26, 2020, date of their issuance by the CGM.

BSA must be exercised within the aforementioned maximum period of 10 years; furthermore, the vesting schedule (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 1/3rd of his/her BSA on the first, up to 2/3rd on the second and without restriction on the third anniversary of the date of issuance by the CGM as documented in the Individual Notification Letter.

Exercising a BSA entitles the Holder to subscribe for one ordinary share of the Company’s share capital.

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 applicable laws and regulations.

 

2


Any BSA that is not exercised by the expiry of the aforementioned 10-year period shall be null and void.

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

The CGM decided that the exercise price for shares to be issued pursuant to an exercise of the BSA shall be equal, based on the current share/ADS ratio, to 1/4th of the closing price on the New York Stock Exchange of a Company ADS on June 26, 2020.

This subscription price – with respect to this BSA Issuance Agreement – is set in the amount of 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 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 applicable laws and regulations.

Article 5. Termination of the mandate of non-executive Board member of the Company – Exceptions

5.1 In the event of a termination, anticipated or not, of the Holder’s mandate as non-executive Board member of the Company, the vesting schedule as defined under article 3 above – the “Vesting Schedule” – shall apply until its term, and Holder’s BSA shall be exercisable for the remaining term of such BSA, as if such Holder had remained Board member, except in the following cases (the “Cases”) :

 

   

the mandate is terminated by decision of the Board of Directors,

 

   

the Holder refuses the renewal of his/her mandate and/or to become member of the Strategic Advisory Board.

In the aforesaid Cases, the given Holder shall (i) lose any and all rights with regard to BSA not yet exercisable on the date of the such termination (hereafter the “Termination Date”) – in accordance with the Vesting Schedule – but (ii) retain the right to exercise BSA that are exercisable and that have not yet been exercised provided that Holder exercises them within a period of thirty (30) days following the Termination Date.

After the expiry of such periods, the Holder shall lose any and all rights with regard to unexercised BSA which shall be null and void.

5.2 In the event the Holder whose mandate as non-executive Board member of the Company is terminated, accepts to be appointed as member of the Strategic Advisory Board on or before the date of termination of the aforesaid mandate, the Vesting Schedule shall apply until its term and Holder’s BSA shall be exercisable for the remaining term of such BSA, provided that the given Holder is still member of the Strategic Advisory Board.

Should the Holder lose his/her quality of member of the Strategic Advisory Board, for any reason whatsoever, before the end of his/her vesting schedule, said Holder shall lose any and all rights with regard to BSA not yet exercisable on the date of such loss (hereafter the “Loss Date”), in accordance with the Vesting Schedule.

In the event of the loss of his/her quality of member of the Strategic Advisory Board by decision of the Board of Directors, 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 thirty (30) days following the Loss Date. Otherwise, the Holder retains the right to exercise BSA that are exercisable and that have not yet been exercised for the remaining term of the BSAs.

After the expiry of such periods, the Holder shall lose any and all rights with regard to unexercised BSA which shall be null and void.

5.3. Notwithstanding the provisions of article 5.1 and 5.2 above,

 

   

in the event of death of the Holder, all BSA subscribed by the Holder and not yet exercisable would nevertheless become exercisable by his/her heirs or beneficiaries from the effective date death, notwithstanding the Vesting schedule set forth under article 3 above, allowing said heirs or beneficiaries to exercise any and all remaining BSA, provided that such exercise occurs within a period of 6 months following the aforesaid death.

 

   

should the Company be subject to an acquisition by a third party, 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 Vesting schedule set forth 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.

Title 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 the Company’s 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, the Company 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.

 

3


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 the Company, 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 system which may be put in place by the Company.

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 the Company 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.

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 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/her 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.

 

4


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.

 

 

SEQUANS COMMUNICATIONS

     
    

 

  
 

Mr/Ms.__________________________

     
    

 

  
 

(the “Holder””)

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

 

5