EX-4.16



 Exhibit 4.16 

INTEREST-FREE INNOVATION LOAN AGREEMENT 

No. DOS0016278/00 
 Between 

1°) BPIFRANCE FINANCEMENT 
 Limited company with board
of directors (s.a.i.) with capital of 839,907,320.00 Euros, registered in the Créteil Trade Register under number 320 252 489, whose head office is located at 

27-31 Avenue du Général Leclerc 

94710 Maisons-Alfort Cedex 
 Represented by Mr
Frédéric VINCENT acting in his capacity as Ile-de-France Operations Management Director, duly authorized 
 Hereinafter referred to as the
“LENDER”, 
 as the first party, 
 and

 2°) SEQUANS COMMUNICATIONS 
 Limited company with
board of directors with capital of 1,182,894.00 Euros, registered in the NANTERRE Trade Register under number 450 249 677, whose head office is located at 

LES PORTES DE LA DEFENSE 
 15-55
BOULEVARD CHARLES DE GAULLE 
 92700 COLOMBES 

Represented by Mr Georges KARAM, acting in his capacity as Managing Director 

Hereinafter referred to as the “BORROWER”, 

as the second party, 
 Having regard to decree no.
97-682 of the 31st of May 1997 relating to aid for innovation; 
 Having regard to articles 60 to 64 of
law no. 2010-1249 of the 22nd of October 2010 on banking and financial regulation; 
 Having regard to
amended order no. 2005-722 of the 29th of June 2005 relating to the Banque Publique d’Investissement entailing the creation of the limited company BPI-Groupe (commercial name Bpifrance) and
the limited company Bpifrance Financement; 
 Having regard to decree no. 2013-67 of the 12th of July
2013 approving the articles of association of the limited company Bpifrance Financement; 
 Having regard to notification-exempted framework scheme no.
SA.40391 for aid to research, development and innovation, based on general block exemption regulation no. 651/2014 adopted by the European Commission on the 17th of June 2014 and published in the
OJEU on the 26th of June 2014; 
 Having regard to the programme described in the application for
innovation aid filed on the 1st of March 2015 by the BORROWER under no. DC/03657783; 
 Having regard
to the decision dated the 22nd of June 2015; 
 IT IS HEREBY AGREED AS FOLLOWS: 

The Lender grants the BORROWER a loan commercially known as an “Innovation Load” under the conditions defined below in the sections entitled SPECIFIC
TERMS, SPECIFIC CLAUSES and GENERAL TERMS, the purpose of this loan being: “Development of baseband semiconductors – LTE Category O Release 12, for the Internet of Things. 

  

			
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 SPECIFIC TERMS 
  

	 Origin of the resource: 
	MINISTRY OF THE ECONOMY, INDUSTRY AND THE DIGITAL SECTOR on own resources 

  

	 Form of aid: 
	Interest-free loan for Innovation 

  

	 Amount of the loan: 
	EUR 1,000,000.00 

  

	 Disbursement of the loan: 
	The funds will be made available in their entirety in a single disbursement 

  

	 Rate: 
	0 % (ZERO PER CENT PER YEAR) 

  

	 Period: 
	29 quarters, including an additional grace period starting from the notification of the granting of the loan 

  

	 Amortization: 
	linear in 20 quarterly instalments, of an equal amount, in arrears, payable on the 31st of March, 30th of June, 30th of September and 31st of December of each year, the first on the 30th of June 2017 and the
last on the 31st of March 2022 

  

	 Administration costs: 
	EUR 30,000.00 


  

			
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 SPECIFIC CLAUSES 

1. This aid is allocated on the basis of exempted framework scheme for aid to research, development and innovation no. SA 40391, based on General Block
Exemption Regulation (GBER) no. 651/2014 adopted by the European Commission on the 17th of June 2014 and published in the OJEU on the 26th of
June 2014. 
 2. ADMINISTRATION COSTS: The BENEFICIARY shall pay Bpifrance Financement administration costs whose amount is indicated in the SPECIFIC
TERMS (VAT-free – article 261 C of the French General Tax Code). These costs will be deducted in their entirety from the disbursement of the loan and will be forfeited to Bpifrance Financement. 

3. ANNUAL PERCENTAGE RATE: The BORROWER certifies that it has supplied the LENDER with the necessary information to determine the annual percentage
rate (APR) relating to the remuneration of intermediaries. It acknowledges that it has obtained from the LENDER all information necessary for the appraisal of the cost of the loan. To answer the BORROWER’s information needs, it is specified for
reference that on the date of this agreement the annual percentage rate would have come to 0.71 % (nought point seven one per cent) per year, i.e. a quarterly rate of 0.18 % (nought point one eight per cent) for a total disbursement made
in a single payment on this date. 

  

			
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 GENERAL TERMS 

ISSUING OF FUNDS 
 The funds shall be available
after endorsement firstly of the SEPA direct debit mandate and of this document which constitutes notification prior to the SEPA direct debit, which the BORROWER acknowledges and accepts, and secondly, if necessary, of the proof of the
implementation of the prior conditions for the setting up of the loan. The LENDER will not be obliged to remit the funds of the loan if the disbursement has not taken place within a period of six months starting from the signing of this agreement.

 The same will be the case: 
  

	 	•	 	if one of the grounds for recoverability listed below applies, 

  

	 	•	 	in the event of non-fulfilment of the BORROWER’s earlier commitments to the LENDER, 

  

	 	•	 	if the LENDER considers that changes in the BORROWER’s technical and financial capacity will prevent it from successfully implementing the project. 


In addition, if external events constituting a case of force majeure call into question the economic benefits of the project concerned by the aid, or if
fundamental changes occur in the status or the control of the BORROWER, the situation thus created will be examined by the LENDER, which may revise its decision to grant the loan. 

IMPLEMENTATION OF THE INNOVATION PROJECT 
 The
BORROWER undertakes to implement the entire project whose purpose is indicated above and to supply proof of this when requested by the LENDER. In addition, the BORROWER must inform the LENDER of any change leading to modification of the project
initially presented and financed. 
 SEPA DIRECT DEBITS 

The BORROWER undertakes to the maintain for the LENDER, throughout the period of the loan, the possibility of paying all sums owed by SEPA direct debit to the
bank account or postal account designated on the mandate supplied prior to the disbursement of the loan; the BORROWER acknowledges and accepts that the first direct debit may be presented by the LENDER, subject to compliance with a minimum period of
5 (five) working days starting from the date of signing of this act. In the event of a change in the BORROWER’s bank or postal account, it must inform the LENDER of this at least one month before the date of the next instalment, and attach a
new statement of account information to this request. 
 PLACE OF PAYMENT 

Repayment of this loan and payment of all the other additional charges will take place at the LENDER’s head office. The due dates are non-contestable.

 COMPENSATION 
 If any sum which has become due
is not paid on time, the LENDER will be entitled, independently from any sums owed as penalties for late payment, to compensation for recovery costs equal to two per cent of the unpaid amount. If the LENDER is obliged to produce documents relating
to a court order or a pro-rata apportionment between creditors, to issue a summons or to conduct or participate in any proceedings, collective or otherwise, it will be entitled, to cover all the costs of handling of the case by its litigation
department, to an indemnity calculated on the amount of the debt to be recovered and equal to two thirds of the rights allocated, in accordance with the scale in force on the date of the calculation, to the administrators in the event of a transfer
of assets, with a minimum of 765 Euros. 
 ACCELERATED MATURITY 

All of the sums owed in principal, penalties for late payment, costs and additional charges will become immediately payable in the event of liquidation or
discontinuation of the operations or business of the BORROWER and in all the cases of expiry of the term stipulated by the law. The sums are also payable, if the LENDER sees fit, five days after notification to the BORROWER by registered letter with
request for acknowledgement of receipt, without need for any judicial formality, in one of the following cases: 
  

	 	•	 	in the event of non-fulfilment or violation of any one of the commitments made by the BORROWER, particularly in the event of non-payment in due time to the LENDER of a sum which has become payable 


 

	 	•	 	in the event of a change of activity of the BORROWER or sale of its business without the LENDER’s prior consent 


  

			
	Agreement no. DOS0016278/00	  	Page 4/7










	 	•	 	in the event of suspension or abandonment of the financed project without prior informing of the LENDER, 

  

	 	•	 	in the event of merger, demerger, dissolution or transfer of the BORROWER’s company in a mutual agreement procedure or collective proceedings, 


 

	 	•	 	in the event of sale, without the LENDER’s prior consent, or all or some of the stocks, shares or voting rights of the borrowing company or of one of its subsidiaries, 


 

	 	•	 	in the event of a BORROWER payment incident declared to the Banque de France, 

  

	 	•	 	in the event of incorrect declaration of the BORROWER, 

  

	 	•	 	in the event of occurrence of an important event of a legal or financial nature which has major effects on the Borrower’s activity or profitability, 


 

	 	•	 	in the event of assignment of the funds to uses which the LENDER considers not to be in line with the purpose of the loan after checking of the supporting documents presented by the BORROWER. 


The sums thus becoming payable will lead to penalties for late payment. Liability for the loan will be applicable to any jointly liable party. 

In addition, in the event of joint and several liability between several BORROWERS, the opening judgement of a safeguard, receivership or liquidation
procedure pronounced against one BORROWER will automatically lead to recoverability of the sums still owed from the other BORROWER(s). The same will be the case in the event of discontinuation of business, dissolution or voluntary liquidation of one
of the BORROWERS. 
 JOINT AND SEVERAL LIABILITY AGREEMENT 

If there are several BORROWERS, they shall be jointly and severally liable. Consequently, the LENDER may ask any one of these BORROWERS to pay all of the sums
which it would have been entitled to demand from the BORROWER without any division of its legal action between said persons being able to be imposed on the Bpifrance Financement. 

AUDIT 
 The BORROWER undertakes to submit to any
audit which might be carried out by the LENDER, or any accredited representatives, and to provide all facilities for the conducting of this audit, particularly as regards documentary and on-the-spot checks, to allow verification of the
implementation of the innovation project concerned by this agreement. 
 INFORMING OF THE WORKS COMMITTEE 

When the aid is granted in the form of a loan or repayable advance amounting to more than € 1,500,000 or in the form of a subsidy amounting to more than
€ 200,000, the BORROWER undertakes to inform and consult its Works Committee in accordance with the provisions of article R 2323-7-1 of the Labour Code. 

The information and the consultation must concern the nature, purpose, amount and conditions of payment of the aid granted. 

The BORROWER shall keep the following supporting documents at the disposal of Bpifrance Financement: notice of meeting of the Works Committee, information
supplied to the Works Committee and minutes of said Works Committee meeting. 
 The BORROWER is informed that recurrent or persistent failure to comply with
the obligations defined above is liable to lead Bpifrance Financement to demand partial or total repayment of the loan. 
 TRANSFER OF CLAIMS

 The claims which arise under this agreement may be transferred to a special purpose vehicle, in accordance with the legal and regulatory
provisions in force. 
 In addition, responsibility for the recovery of the receivables thus transferred may be transferred according to the provisions
stipulated in article L 214-46 of the Monetary and Financial Code. In this case, the BORROWER will be informed of this by ordinary letter. 
 COSTS

 The costs of this agreement and any subsequent or resulting costs, particularly payments owed for changes made to the agreement or resulting from
non-contractual services, shall be charged to the BORROWER, who undertakes in advance to pay them. 
 DECLARATION 

The BORROWER declares and certifies: 
  

	 	•	 	that it is up to date in its payments to the tax and social security authorities 


  

			
	Agreement no. DOS0016278/00	  	Page 5/7










	 	•	 	that no significant event of a legal, financial or commercial nature which has major effects on the activity, assets or profitability of the BORROWER or its subsidiaries, and which has not been brought to the
LENDER’s attention prior to the conclusion of this agreement, has occurred, 

  

	 	•	 	that no legal procedure, legal action, trial or administrative procedure is in progress, to the BORROWER’s knowledge, which might have significant unfavourable effects on its activity, its assets or its financial
situation. 

 AUTHORIZATION OF TRANSMISSION OF INFORMATION 

The BORROWER authorizes the LENDER to pass on to the other entities of the Bpifrance group, and to the State, to Local Authorities and in general to all
financial backers intervening directly or indirectly in the financing of this application for aid, the information concerning the BORROWER, the aided programme and the amount of aid granted. This information will also be supplied to the European
Commission, together with information on the intensity of the aid and the sector of activity concerned, within the framework of the annual reports which must be supplied to it. In general, the LENDER is authorized by the BORROWER to communicate to
the European Commission all information necessary for the exercising of its control in the area of State aid. 
 PENALTIES FOR LATE PAYMENT

 Any sum not paid within the contractual deadlines shall immediately and automatically lead to penalties for late payment at the rate of 3 %
(three per cent) per year. This clause shall not constitute any obstacle to the payability of the debt resulting from this agreement. 
 PROTECTION OF
PERSONAL DATA 
 The personal data collected for this act is essential for the processing and management of the operation in question and in
particular for its computer processing under the responsibility of Bpifrance Financement. 
 It may also, by express agreement, be used or communicated for
the same purposes to the other legal entities of the Group, its partners or third parties intervening for the performance of the services concerned. 
 In
accordance with the provisions of law no. 78-17 of the 6th of January 1978 (the French Data Protection Act) and subsequent related laws, the persons whose personal data are collected have a right
of access, correction, deletion and objection, for legitimate reasons, to the information concerning them. They may also request, free of charge, that the data concerning them not be used for purposes of prospecting, particularly of a commercial
nature. 
 These rights may be exercised by sending a letter to the following address: 

Bpifrance Financement 
 Direction
des Systèmes d’Information, service SIAQ 
 27-31 Avenue du Général Leclerc 

94710 Maisons-Alfort Cedex. 
 APPLICABLE
LAW 
 The law applicable to this agreement is French law. 

ASSIGNMENT OF JURISDICTION 
 The parties expressly
accept that the Paris Courts will hold sole jurisdiction for any dispute relating to this agreement. 
 ADDRESS FOR SERVICE 

For the execution of this agreement, the address for service is: 
  

	 	•	 	for the BORROWER, its head office, 

  

	 	•	 	for the LENDER, its head office at: 

 27-31 Avenue du Général Leclerc 

94710 Maisons-Alfort Cedex 
 Any modification of
the BORROWER’s head office must be notified to the LENDER. 

  

			
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 The contractual documents, with which the BORROWER acknowledges that it has familiarized itself and to which it
adheres, are these specific terms and clauses and the general terms, together with all the documents and appendices contained in the agreement. 
 Drawn up
in MAISONS-ALFORT on 
 In two original copies 
 /s/ Georges
Karam 
  

			
	 THE BORROWER

SEQUANS COMMUNICATIONS

GEORGES KARAM

Acting in his capacity as Managing Director
	  	 THE LENDER
 BPIFRANCE
FINANCEMENT
 Frédéric VINCENT

Acting in his capacity as Ile-de-France Operations Management Director


 APPENDICES: 
  

	 	•	 	Innovation financial appendix (amounts not including VAT) 

  

	 	•	 	SEPA direct debit mandate 

  

	 	•	 	Repayment schedule 


  

			
	Agreement no. DOS0016278/00	  	Page 7/7









 SEQUANS COMMUNICATION 

15-55 LES PORTES DE LA DEFENSE 

15 BOULEVARD CHARLES DE GAULLE 

92700 COLOMBES 

17 August 2015 

REPAYMENT SCHEDULE 
 (This
table replaces any earlier table if necessary) 
  

					
	Reference to be cited in all correspondence:	  	Client no.:	  	File no.: 
		  	Client name: SEQUANS COMMUNICATIONS (COLOMBES)
	Mode of payment: Direct debit	  	Account no.:	  	

  

					
	Section no.:	 	2	  	Capital to be repaid: 1,000,000.00 Euros
	Number of instalments:	 	20	  	Frequency: Quarterly

  
  

																	
	 No.
	  	Date	 	  	Capital	 	  	Total	 	  	Capital owed after instalment	 
	 1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20
	  	 
  
  

 
  

 
  

 
  

 
  

 
  

 
  

 
  

 
  

 
	30/06/2017
 30/09/2017

31/12/2017
 31/03/2018

30/06/2018
 30/09/2018

31/12/2018
 31/03/2019

30/06/2019
 30/09/2019

31/12/2019
 31/03/2020

30/06/2020
 30/09/2020

31/12/2020
 31/03/2021

30/06/2021
 30/09/2021

31/12/2021
 31/03/2022
	  
   

  
   

  
   

  
   

  
   

  
   

  
   

  
   

  
   

  
   
	  	 
  
  

 
  

 
  

 
  

 
  

 
  

 
  

 
  

 
  

 
	50 000.00
 50 000.00

50 000.00
 50 000.00

50 000.00
 50 000.00

50 000.00
 50 000.00

50 000.00
 50 000.00

50 000.00
 50 000.00

50 000.00
 50 000.00

50 000.00
 50 000.00

50 000.00
 50 000.00

50 000.00

50 000.00
	  
   

  
   

  
   

  
   

  
   

  
   

  
   

  
   

  
   

  
   
	  	 
  
  

 
  

 
  

 
  

 
  

 
  

 
  

 
  

 
  

 
	50 000.00
 50 000.00

50 000.00
 50 000.00

50 000.00
 50 000.00

50 000.00
 50 000.00

50 000.00
 50 000.00

50 000.00
 50 000.00

50 000.00
 50 000.00

50 000.00
 50 000.00

50 000.00
 50 000.00

50 000.00

50 000.00
	  
   

  
   

  
   

  
   

  
   

  
   

  
   

  
   

  
   

  
   
	  	 
  
  

 
  

 
  

 
  

 
  

 
  

 
  

 
  

 
  

 
	950 000.00
 900 000.00

850 000.00
 800 000.00

750 000.00
 700 000.00

650 000.00
 600 000.00

550 000.00
 500 000.00

450 000.00
 400 000.00

350 000.00
 300 000.00

250 000.00
 200 000.00

150 000.00
 100 000.00

50 000.00
 0.00
	  
   

  
   

  
   

  
   

  
   

  
   

  
   

  
   

  
   

  
   


 1/1 
 Bpifrance
Financement 

	Limited	company with capital of 839 907 320 Euros – CRETEIL Trade Register no. 320 252 489 – VAT no. FR 27 320 252 489 


	Head	office: 27-31 Avenue du Général Leclerc – 94710 Maisons-Alfort Cedex – Tel.: 01.41.79.80.00 – Fax: 01.41.79.80.01 – bpifrance.fr