EX-4.12



 Exhibit 4.12 

SEQUANS COMMUNICATIONS 

Société anonyme au capital de 1.182.668,64 Euros 

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

RCS Nanterre B 450 249 677 
 BSA
(Warrants) Issuance Agreement 
  
  

Dated June 26th, 2014 
 (1) SEQUANS COMMUNICATIONS 

(2) THE HOLDER OF BSA 







 Summary 

PREAMBLE : PRESENTATION OF THE ISSUANCE AGREEMENT 
  

							
	Title 1.		SUBSCRIPTION AND FEATURES OF BSA		3
				
			Article 1.		Holder of BSA		3
			Article 2.		Allotment and subscription of BSA		3
			Article 3.		Features and period of validity of BSA – Conditions of exercise		4
			Article 4.		Termination of the mandate of non-executive Board Member of Sequans Communications		4
			Article 5.		Setting of the subscription price for shares covered by the BSA		4
			
	Title 2.		RIGHT OF EXERCISE – SUSPENSION – FORMALITIES – SHARES SUBSCRIBED		4
				
			Article 6.		Suspension of the rights to exercise the BSA		4
			Article 7.		Conditions of exercise of BSA		5
			Article 8.		Delivery and form of shares		5
			Article 9.		Rights and availability of shares		5
			
	Title 3.		REPRESENTATION OF HOLDERS - PROTECTION – AMENDMENT OF THE ISSUANCE AGREEMENT		5
				
			Article 10.		Representation of Holders		5
			Article 11.		Protection of Holders – Rights of the Company		5
			Article 12.		Binding effect – Amendment of the issuance agreement – Term – Jurisdiction		6








 WHEREAS 
 In
a decision taken on June 26th, 2014, a combined general shareholders’ meeting (the “CGM”) voted in favour of the issuance a total number of 85,000 BSA, at the price of 0.01 Euro per BSA, allocated as follows : 

 

							
	-		Mr. Hubert de Pesquidoux		10,000 BSA		
	-		Mr. Gilles Delfassy		10,000 BSA		
	-		Mr. James Patterson		10,000 BSA		
	-		Mr. Dominique Pitteloud		10,000 BSA		
	-		Mr. Zvi Slonimsky		10,000 BSA		
	-		Mr. Alok Sharma		10,000 BSA		
	-		Mr. Yves Maître		25,000 BSA		


 Each BSA gives the Holder the right to subscribe for one ordinary share at the market value approved by the most recent
Board of Directors prior to the actual issue of said BSA. This decision entails the suppression of the shareholders’ pre-emptive subscription rights with respect to the ordinary shares likely to be issued. 

Furthermore, the Board of Directors was granted the power to increase share capital by a maximum nominal amount of Euro 1,700, with respect to 85,000 BSA, 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 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 an non-executive member of the
Company’s Board of Directors, designated by the CGM. 
 The number of BSA allocated to the Holder is 10.000 or 25.000, 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 0.01 Euro per BSA, 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 proposed 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 PERIOD – EXCEPT IN THE EVENT OF FORCE MAJEURE -
SHALL 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 26th, 2014, date of their issuance by the CGM and subscription by the Holder. 

BSA must be exercised within the aforementioned maximum period of 10 years; furthermore, 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 BSA on the first, up to 2/3rd on the second
and without restriction on the third anniversary of the date defined by the CGM and reminded in the Individual Notification Letter. 
 Exercising a BSA
entitles the Holder to subscribe for one ordinary share of Sequans Communications’ share capital at the price of USD 1.77 (closing price of Sequans Communications ADS on NYSE on 26 June 2014); the counter value in Euro shall be
determined on the exercise date of the BSA. 
 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 statutory and regulatory requirements. 
 Any BSA that is not exercised
before the expiry of the aforementioned 10-year period shall be null and void. 
  

	Article 4.	Termination of the mandate of non-executive Board member of Sequans Communications 

 In the event
of a termination, anticipated or not, of the Holder’s mandate as non-executive Board member of Sequans Communications, regardless of the reason, said Holder shall lose any and all rights with regard to BSA not yet exercisable on the date of the
aforesaid termination (hereafter the “Termination Date”), in accordance with the schedule for exercising the BSA set under article 2 above. 

However, 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 Termination Date. 
 After the expiry of such period, the Holder shall lose any and all rights with regard to
unexercised BSA 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. After the expiry of this 6-month period hereinabove, said heirs or beneficiaries shall lose all rights with regard to unexercised BSA. 

However and should Sequans Communications be subject to an acquisition by a third company, 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 schedule set out under article 3 above, allowing said Holder to exercise any and all remaining BSA, provided that such exercise occurs within a
period of 30 days following the aforesaid acquisition. 
  

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

 The CGM decided that the
subscription price for shares to be issued pursuant to an exercise of the BSA shall be equal to the closing price of Sequans Communications share on NYSE as determined on June 26, 2014. 

This subscription price – with respect to this BSA Issuance Agreement - is set in the amount of USD 1.77 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. 
 This price may not be changed during the BSA period
of validity, except in the event of adjustments in accordance with statutory and regulatory requirements. 
 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 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. 

  
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 In such case, Sequans Communications 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. 
 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 Sequans Communications, 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 Sequans Communications. 
 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
Sequans Communications 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 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. 


  
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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. 

  

	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. 

  

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



  
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