Agreement - Oseo Innovation, dated as of January 6, 2010

LAST NAME, FIRST NAME AND ADDRESS OF BORROWER

[handwritten:] SEQUANS COMMUNICATIONS

19, le Paris de la Défense

92073 Paris La Défense Cedex

NAME AND ADDRESS OF LENDER

OSEO Innovation

27-31, avenue du Général Leclerc

94710 MAISONS-ALFORT CEDEX

codes

Institution Branch

3 0 0 0 4 0 0 2 9 5

Date

December 23, 2009

[GRAPHIC APPEARS HERE]

ACCOUNT TO DEBIT         Personal

Account number                     code

0 0 0 1 0 0 3 7 0 4 2                 9 3

Signature

3    [GRAPHIC APPEARS HERE]

NAME AND POSTAL ADDRESS OF INSTITUTION HOLDING ACCOUNT TO DEBIT

[handwritten:] BNP PARIBAS La Défense Entreprises

5 bis, place de la Défense

92974 Paris La Défense Cedex

Please return this form to the lender; it must include proof of identity from your bank (bank statement,), postal (proof of address) or savings account .

Registered with the registry of trade and companies of Creteil under no. 692 005 432

Considering statute no. 2005-722 of 29 June 2005 relating to the creation of the public establishment OSEO and the transformation of the public establishment Agence Nationale de Valorisation de la Recherche into a public limited company (French société anonyme);

Considering decree 2005-766 of 8 July 2005 approving the bylaws of the public limited company “OSEO Anvar”, hereinafter, “OSEO Innovation”, and implementing various provisions relating to its operation;

Considering the Community framework for State aid for research, development and innovation no. 2006/C 323/01, published in the Official Journal of the European Union (OJEU) on 30 December 2006;

Considering the notice of regime N408/2007 by OSEO Innovation of 17 January 2008;

Considering the application for innovation assistance submitted by the BENEFICIARY on 05/05/2009 and registered under no. A0905023 Z;

Considering the technical instruction and financial instruction specified in the conditions provided for under article 7 of the above-mentioned decree no. 97-682;

Considering the decision by OSEO Innovation after the opinion issued by the Regional Commission for the Awarding of Aid in its meeting of:

This grant is allocated to the programme described in the presentation submitted by the BENEFICIARY, with the objective of:

Developing an integrated circuit demonstrator targeting the LTE-standard mobile terminal market.

Consequently, the amount indicated above accounts for 30.44% of the total expenses, excluding taxes, indicated in the innovation aid package. This aid is granted to the BENEFICIARY in the form of a refundable advance.

- An external audit of the deliverables aimed at reviewing the final design of the demonstrator circuits (before delivery for manufacture on MPW).

- An interim report on the progress of work, deemed to be satisfactory by OSEO Innovation.

- A statement of expenses incurred, dated and signed by the BENEFICIARY for an amount at least equal to double the amount of the preceding accumulated payments.

- An updated certificate attesting to the fiscal and corporate good standing of the BENEFICIARY.

- And, if OSEO Innovation deems it useful to request, at the time of the submission of the BENEFICIARY’s balance sheets, income statements and annexes, if a closing of the accounting year is questioned after the date of the preceding payment.

• the balance, on completion of the work, after OSEO Innovation has certified that the programme has been concluded. Notification of this certification will be issued by 31/05/2011 at the latest, in accordance with the stipulations of article 3.

This date takes into account a period of 12 months in addition to the lead time to which the BENEFICIARY has committed in accordance with the stipulations of article 1.2.

Should any documents and other evidence provided by the BENEFICIARY reflect expense amounts that are less than those indicated in the aid package, the amount of the aid will be automatically reduced to 30.44% of the total effectively justified expenses. The BENEFICIARY, hereby, undertakes to correct any verified unjustified amounts without delay. Any delay in this payment will incur penalties for delay at a rate of 0.7% (zero point seven percent) per calendar month of delay.

Consequently, notwithstanding the technical or commercial failure or the partial technical or commercial success of the programme, the BENEFICIARY will, in any case, repay to OSEO Innovation an overall sum of €600,000.00, payable according to the following schedule:

Should it be revealed during the performance of this agreement that the allocated grant amount exceeds the grant amount authorised by the Community framework for State aid for research and development 2006/C 323/01 published in the OJEU on 30 December 2006, the BENEFICIARY undertakes to repay OSEO Innovation any such overpaid amount, at its request.

All sums owed by the BENEFICIARY under articles 4.1.1 and 4.3 of this agreement will be paid by direct debit to the account of OSEO Innovation from the BENEFICIARY’s bank or postal account as identified in article 2.2, on the dates defined in articles 4.1 and 4.3.

For this purpose, the BENEFICIARY undertakes to authorise OSEO Innovation, and to maintain such authorisation for the full duration of the repayment schedule of the sum as indicated in article 4.1, to directly debit the sums owed from the bank or postal account designated in the direct debit authorisation provided in advance of the signing of this innovation aid agreement.

In the event of a change in bank or postal details, the BENEFICIARY is required to inform OSEO Innovation at least one month in advance of the next due date, and to provide a new direct debit authorisation in time.

The parts of this agreement, of which the BENEFICIARY acknowledges its awareness, and which it will adhere to are: these specific conditions, the general conditions for the granting of aid, the programme budget (excluding taxes), and the model summarised statement of expenses incurred and the direct debit authorisation.

Paris will be the sole place of jurisdiction in the event of any dispute relating to this agreement.

The BENEFICIARY authorises OSEO Innovation to share with other entities of the OSEO group, as well as with the authorities that supervise it, information concerning the BENEFICIARY, the programme receiving aid, and the amount of the aid granted. These items will also be provided to the European Commission, as well as the Information concerning the extent of the aid and the activity sector involved, as part of the annual reports which must be submitted to it. In a general manner, OSEO Innovation is authorised by the BENEFICIARY to forward to the European Commission, all the information necessary for it to exercise its control with regard to State grants.

Paris is the sole place of jurisdiction in the event of any dispute relating to this agreement.



OSEO/innovation SUMMARY OF EXPENSES INCURRED AND ATTESTATION OF COMPLIANCE IN TAXATION AND EMPLOYEE BENEFITS
Beneficiary company
Agreement no.
Date of receipt of request for aid
Start date of expense accounting
Date of acknowledgement of end of programme


Attached please find the summary, by categories, of expenditures incurred, in conformity with the estimate appended to the aid contract.


		Stage 1	Stage 2	Stage 3
		from to	from To	from to	Total
Internal expenditures
Personnel expenses
Fixed overhead expenses
Pre-tax purchases and consumables
SUBTOTAL INTERNAL EXPENDITURES


External services and Subcontracting, excluded tax
SUBTOTAL EXTERNAL SERVICES


Investments, amortization, and other, excluded tax
Non-recoverable investments
[illegible] amortization
Other [illegible]
SUBTOTAL INVESTMENTS AND OTHER


GRAND TOTAL
Amount of expenditures given in the estimate appended to aid contract:
Amount of expenditures incurred by the Beneficiary (in Euros):


Company Stamp	The undersigned certifies in good faith that the Beneficiary of the aforementioned aid agreement is in compliance with its obligations regarding taxation and employee benefits. The undersigned certifies in good faith that the information given in this summary statement of expenditures is correct. Drafted at: Dated: Name and position of the signatory with [authority] to contract Signature [illegible]

Note: This summary of expenditures incurred as part of the innovation programme conducted by the Beneficiary and supported by the OSEO was prepared using a computer file made up of several tabs to be completed, listing the various categories of costs, from the estimate appended to the contract:

•

Tab for Personnel expenses (including fixed overhead expenses)

•

Tab for Purchases and Consumables

•

Tab for External services and Subcontracting

•

Tab for Investments, amortization, and other

This computer tool makes it possible to monitor expenditures made under this innovation programme and to prepare the summary of expenditures that will be required at the time of payment of the instalments of the aid and at the end of the programme.

The electronic version of the computer tool will be sent to you at your e-mail request made to the contact person at the Innovation Management Service in charge of handling your aid package.

[initials] [initials

After completing the coloured areas, please return this sheet with the copies of the agreement signed by you,

Do not forget to include your RELEVE D’IDENTITE BANCAIRE [bank statement], and to sign both parts of the document. Thank you.

The information contained in this application will be used solely as required for handling and may give rise to the exercise of the individual right of access to the lender at the above address under the conditions set forth by deliberation no. 80-10 of April 1,1980, by the Committee on Data Processing, Data Files and Individual Liberties

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Attached documents: - Programme budget (excluding taxes) - General conditions for the granting of aid - Model summarised statement of expenses incurred - Direct debit authorization		Drawn up at MAISONS-ALFORT on 6/01/2010 In duplicate

The BENEFICIARY SEQUANS COMMUNICATIONS		OSEO Innovation

[illegible signature]		[illegible signature]

Georges KARAM Chairman of the Board of Directors and CEO		Franck WILLENBUCHER, Director of Ile de France Network Operations Management


REQUEST FOR WITHDRAWAL		NAME AND ADDRESS OF THE INSTITUTION HOLDING ACCOUNT TO DEBIT

LAST NAME, FIRST NAME AND ADDRESS OF BORROWER [handwritten:] SEQUANS COMMUNICATIONS 19, le Paris de la Défense 92073 Cedex Paris La Défense		[handwritten:] BNP PARIBAS La Défense Entreprises 5 bis, place de la Défense 92974 Paris La Défense Cedex France