SEQUANS COMMUNICATIONS S.A. AMENDMENT NO. 2 TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • October 31st, 2017 • Sequans Communications • Semiconductors & related devices
This Amendment No. 2 to Convertible Promissory Note (the “Amendment”) is made as of October 30, 2017 by and between Sequans Communications S.A., a société anonyme incorporated in the French Republic (the “Company”) and Nokomis Capital Master Fund, LP, a Cayman Islands exempted limited partnership (the “Purchaser” and together with the Company, the “Parties”) and is made with reference to the Convertible Promissory Note issued as of April 27, 2016 (the “Note”), as amended on June 30, 2017, under and pursuant to that certain Convertible Note Agreement, dated as of April 27, 2016 (the “Purchase Agreement”), between the Company and the several purchasers party thereto, including the Purchaser. Unless otherwise indicated herein, capitalized terms used herein have the same meanings set forth in the Purchase Agreement.
SEQUANS COMMUNICATIONS S.A.Observer Rights Agreement • October 31st, 2017 • Sequans Communications • Semiconductors & related devices
This letter will confirm our agreement that pursuant to and effective as of the date of this letter, Nokomis Capital Master Fund, LP, a Cayman Islands exempted limited partnership (the “Investor”) shall be entitled to the following contractual rights:
SEQUANS COMMUNICATIONS S.A. AMENDMENT NO. 2 TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • October 31st, 2017 • Sequans Communications • Semiconductors & related devices
This Amendment No. 2 to Convertible Promissory Note (the “Amendment”) is made as of October 30, 2017 by and between Sequans Communications S.A., a société anonyme incorporated in the French Republic (the “Company”) and Nokomis Capital Master Fund, LP, a Cayman Islands exempted limited partnership (the “Purchaser” and together with the Company, the “Parties”) and is made with reference to the Convertible Promissory Note issued as of April 14, 2015 (the “Note”), as amended on June 30, 2017, under and pursuant to that certain Convertible Note Agreement, dated as of April 14, 2015 (the “Purchase Agreement”), between the Parties. Unless otherwise indicated herein, capitalized terms used herein have the same meanings set forth in the Purchase Agreement.
STANDSTILL AGREEMENTStandstill Agreement • October 31st, 2017 • Sequans Communications • Semiconductors & related devices
This Standstill Agreement (this “Agreement”) is made as of the 30th day of October, 2017, by and among Sequans Communications S.A., having an office at Portes de la Défense, 15-55 Boulevard Charles de Gaulle, 92700 Colombes, France (the “Company”), and Nokomis Capital Master Fund, LP, having an office at 2305 Cedar Springs Road, Suite 420, Dallas, TX 75201 (the “Investor”).
