EX-4.2(b)



 Exhibit 4.2(b) 
 SEQUANS COMMUNICATIONS 
 Société anonyme au capital de
693.346,78 Euros 
 Siège social : 19, Le Parvis de La Défense – 92800 PUTEAUX

RCS Nanterre 450 249 677 
 BSA 2012-2 (Warrants) Issuance Agreement 
  

 
 Dated
                     
 (1)
SEQUANS COMMUNICATIONS 
 (2) THE HOLDERS OF BSA CO-2012 

  
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 Summary 
 PREAMBLE : PRESENTATION OF THE ISSUANCE AGREEMENT 
  

									
	Title 1.	 	SUBSCRIPTION AND FEATURES OF BSA CO-2012	  	 	4	  
				
		 	Article 1.	  	Holders of BSA CO-2012	  	 	4	  
		 	Article 2.	  	Allotment and subscription of BSA CO-2012	  	 	4	  
		 	Article 3.	  	Features and period of validity of BSA CO-2012 – Conditions of exercise	  	 	4	  
		 	Article 4.	  	Cessation of Holder’s contractual relationship with Sequans Communications or one of its subsidiaries	  	 	5	  
		 	Article 5.	  	Setting of the subscription price for shares covered by the BSA CO-2012	  	 	5	  
			
	Title 2.	 	RIGHT OF EXERCIZE – SUSPENSION – FORMALITIES – SHARES SUBSCRIBED	  	 	6	  
				
		 	Article 6.	  	Suspension of the rights to exercise the BSA CO-2012	  	 	6	  
		 	Article 7.	  	Conditions of exercise of BSA CO-2012	  	 	6	  
		 	Article 8.	  	Delivery and form of shares	  	 	6	  
		 	Article 9.	  	Rights and availability of shares	  	 	6	  
			
	Title 3.	 	REPRESENTATION OF HOLDERS - PROTECTION – AMENDMENT OF THE ISSUANCE AGREEMENT	  	 	7	  
				
		 	Article 10.	  	Representation of Holders	  	 	7	  
		 	Article 11.	  	Protection of Holders – Rights of the Company	  	 	7	  
		 	Article 12.	  	Binding effect – Amendment of the issuance agreement – Term – Jurisdiction	  	 	8	  


  
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 WHEREAS 
 In order to reward its business partners (consultants, advisers....) which have not the quality of shareholder of the company, Sequans Communications wishes to set up a system enabling them to share in
its growth. 
 This BSA CO-2012 subscription plan is a mechanism by which Sequans Communications offers its business partners the possibility of
subscribing for warrants (hereafter referred to as “BSA CO-2012”) at a set price; the exercise of each BSA CO-2012 allows the subscription for a new ordinary share during a certain period, at a price set on the date the BSA CO-2012
are issued, and that remains fixed during the entire period. In this way, the beneficiaries participate in their company’s performance through the changes in share value, even before they become shareholders by exercising the BSA CO-2012 to
subscribe for 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 2012, a combined general shareholders’ meeting voted in favour of the principle of issuing BSA CO-2012, with a unitary price of 0.02 Euro, likely to give rise to a
maximum of 1,000,000 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 subscription price for the security likely to be issued upon exercise of each BSA CO-2012 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 CO-2012. 
 In addition, this decision granted the Board of Directors the
power to issue such BSA CO-2012, on one or more occasions, including the authority to determine the holders and the number of BSA CO-2012 to be issued and the exercise conditions. Furthermore, the Board of Directors was granted the power to increase
share capital by a maximum amount equal to the total number of BSA CO-2012 issued, to record the successive increases in share capital as a result of the exercise of the BSA CO-2012, 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 24 July 2012, the terms and
conditions of an issuance agreement (hereafter the “BSA 2012-2 Issuance Agreement”) governing BSA CO-2012. 
 THE PARTIES
AGREE AS FOLLOWS 

  
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  Title 1. SUBSCRIPTION AND FEATURES OF BSA CO-2012 

  

	Article 1.	Holders of BSA CO-2012 

 The
Holder is a physical person having effective contractual relationship – on the basis of a services contract duly signed—with Sequans Communications at the date an offer of subscription of BSA CO-2012 is made pursuant to this BSA 2011-1
Issuance Agreement. 
 Holders are approved by the Company’s Board of Directors. 

 

	Article 2.	Allotment and subscription of BSA CO-2012. 

 The BSA CO-2012 proposed to the Holders shall be subscribed at the price of 0.02 Euro per BSA CO-2012, 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 CO-2012 proposed to each Holder shall be indicated in an Individual Notification Letter sent to him/her by the
Chairman; the subscription of such BSA CO-2012 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 Beneficiary who acknowledges that the Individual Letter of Notification is part of these Issuance Agreement. 
 FAILURE TO COMPLY WITH THIS MAJOR FORMALITY WITHIN THE
APPLICABLE PERIOD – EXCEPT IN THE EVENT OF FORCE MAJEURE—SHALL RENDER
THE BSA CO-2012 ISSUED IMMEDIATELY AND AUTOMATICALLY NULL AND VOID. 

 

	Article 3.	Features and period of validity of BSA CO-2012 – Conditions of exercise 

 BSA CO-2012 are granted for a period of 10 years as from the time they are issued by the Board of Directors, and provided they are subscribed for by the Holder. 

BSA CO-2012 must be exercised within the aforementioned maximum period of 10 years, any BSA CO-2012 not exercised before the expiry of such period
shall automatically become null and void. 
 The Holder must comply with the following schedule: 

 

	(i)	first allotment 

  

	 	-	 The Holder may exercise his/her BSA CO-2012 at the rate of 1/24th per month for the period between the 1st and 24th month following the date the services contract signed with Sequans Communications – or one of its
subsidiaries—has entered in force. 



  
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	(i)	further allotment(s) 

  

	 	-	 The Beneficiary may exercise his/her BSA CO-2012 at the rate of 1/24th per month for the period between the 1st and 24th month following the date of the issue of such BSA CO-2012. 



Exercising a BSA CO-2012 entitles the Holder to subscribe for one new ordinary share with a par value of EUR 0.02 (hereafter a “New
Share”). 
 This number of shares cannot be modified during the BSA CO-2012’ period of validity, except in the event of an
adjustment in the subscription price—as defined under article 5 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 CO-2012 not yet exercisable on the date of the aforesaid termination, in accordance with the schedule for exercising the BSA CO-2012 set out in the Individual
Notification Letter referred to under article 2 above. 
 However, the Holder retains the right to exercise BSA CO-2012 that are exercisable and
that have not yet been exercised, provided that such Holder exercises his/her BSA CO-2012 within a period of thirty (30) days following the aforesaid termination. 
 After the expiry of such period, the Holder shall lose any and all rights with regard to unexercised BSA CO-2012 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 the BSA CO-2012. After the expiry of this 6-month
period hereinabove, said heirs or beneficiaries shall lose all rights with regard to unexercised BSA CO-2012,  


  

	 	•	 	 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 CO-2012 which are exercisable, but they will remain subject to the other conditions of this Plan. 



 

	Article 5.	Setting of the subscription price for shares covered by the BSA CO-2012 

 The subscription price for New Shares to be issued pursuant to an exercise of the BSA CO-2012 is set at the closing price of the Sequans Communications share (ADS) listed on the NYSE, on the effective
date of allotment of such BSA CO-2012. 
 This price is mentioned in the Individual Notification Letter, price which may not be changed during
the BSA CO-2012’ period of validity, except in the event of adjustments in accordance with statutory and regulatory requirements. 

  
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 The subscription price is set in 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 (ADS) is EUR 0.02. 

 

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


 

	Article 6.	Suspension of the rights to exercise BSA CO-2012 

 If necessary, the Board of Directors may suspend the right to exercise the BSA CO-2012. 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 CO-2012, indicating the date of the suspension and the date on which the right to exercise BSA CO-2012 will be
re-established. Such suspension may not exceed 3 months. 
 If the right to exercise a BSA CO-2012 expires during a period in which rights are
suspended, the period for exercising the BSA CO-2012 shall be extended by 3 months. 
  

	Article 7.	Conditions of exercise of BSA CO-2012 

 All requests for exercising BSA CO-2012, documented by the signature of a subscription certificate specific to this BSA 2012-2 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 New Shares subscribed, considering that such shares must be fully paid up in cash at the time of subscription, except the case of settlement of
the subscription 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 CO-2012 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 subscription null and void. 
  

	Article 8.	Delivery and form of shares 

 New
Shares acquired by exercising BSA CO-2012 are registered in the books of Sequans Communications as registered shares. 
  

	Article 9.	Rights and availability of shares 


The New 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. 

  
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 However, since these shares 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 CO-2012 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, 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 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 CO-2012, the Company will have the option of changing its form or object, without obtaining prior authorisation from the
Holders of BSA CO-2012. 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 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. 


  
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	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 CO-2012. 


 

	12.2	This Issuance Agreement becomes effective on the date of effective subscription of the BSA CO-2012 and ends on the first of the following dates: (a) the expiry
date of the BSA CO-2012, (b) the date on which all the BSA CO-2012 have been exercised or waived. In addition, it will cease to be binding on each BSA CO-2012 Holder on the date on which such holder ceases to hold any BSA CO-2012.


  

	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
CO-2012 will be referred to the relevant court of the district of the Cour d’appel 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”)


  
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