SQNS Sequans Communications SA

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Rule 14d-101)

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 8)

SEQUANS COMMUNICATIONS S.A.

(Name of Subject Company)

SEQUANS COMMUNICATIONS S.A.

(Name of Person Filing Statement)

American Depositary Shares, each representing four (4) ordinary shares, nominal value €0.01 per share

Ordinary shares, nominal value €0.01 per share

(Title of Class of Securities)

817323207*

(CUSIP Number of Class of Securities)

Dr. Georges Karam

Chairman and Chief Executive Officer

Sequans Communications S.A.

15-55 boulevard Charles de Gaulle

92700 Colombes, France

Telephone: +33 1 70 72 16 00

(Name, address and telephone number of person authorized to receive notices and communications

on behalf of the person(s) filing statement)

With copies to:

Brett Cooper, Esq.

Richard Vernon Smith, Esq.

Orrick, Herrington & Sutcliffe LLP

The Orrick Building

405 Howard Street

San Francisco, CA 94105

(415) 773-5700

This Amendment No. 8 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Sequans Communications S.A., a société anonyme organized under the laws of France (“Sequans” or the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”) on September 11, 2023 (as amended and supplemented on October 4, 2023, October 5, 2023, October 20, 2023, November 6, 2023, November 13, 2023, November 20, 2023, December 5, 2023 and December 18, 2023 and as may be further amended or supplemented from time to time, the “Schedule 14D-9”).

The Schedule 14D-9 relates to the tender offer by Renesas Electronics Europe GmbH, incorporated as a limited liability company under the laws of Germany (Gesellschaft mit beschränkter Haftung—GmbH) (“Purchaser”), a direct wholly owned subsidiary of Renesas Electronics Corporation, a Japanese corporation (“Parent” or “Renesas”), to acquire all of the outstanding ordinary shares, nominal value €0.01 per share, of the Company (each, an “Ordinary Share” and, collectively, the “Ordinary Shares”), including American Depositary Shares representing Ordinary Shares (each American Depositary Share represents four Ordinary Shares) (each, an “ADS” and, collectively, the “ADSs”), and Ordinary Shares issuable upon the exercise, conversion or exchange of any outstanding options, warrants, convertible securities, restricted share awards or rights to purchase, subscribe for, or be allocated Ordinary Shares (collectively, the “Company Shares”), for U.S. $0.7575 per Ordinary Share and U.S. $3.03 per ADS (each such amount, the “Offer Price”) in each case, payable net to the seller in cash, without interest, less any withholding taxes that may be applicable, upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 11, 2023 (together with amendments or supplements thereto, the “Offer to Purchase”) and in the accompanying Ordinary Share Acceptance Form (together with amendments or supplements thereto, the “Ordinary Share Acceptance Form”) and American Depositary Share Letter of Transmittal (together with amendments or supplements thereto, the “ADS Letter of Transmittal” and, together with the Offer to Purchase, the Ordinary Share Acceptance Form and other related materials, as each may be amended or supplemented from time to time, the “Offer”). The Offer is described in a combined Tender Offer Statement and Rule 13e-3 Transaction Statement filed under cover of Schedule TO with the SEC on September 11, 2023, by Parent and Purchaser (as amended and supplemented on October 4, 2023, October 5, 2023, October 20, 2023, November 6, 2023, November 13, 2023, November 20, 2023, December 5, 2023 and December 18, 2023 and as may be further amended or supplemented from time to time, the “Schedule TO”).

This Amendment is being filed to reflect certain updates to the Schedule 14D-9 as set forth below. Except as otherwise set forth below, the information in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment.

Item 9. Exhibits

Item 9. “Exhibits” of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibits thereto:

2

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

3

Exhibit (a)(1)(H)

Re: Unvested Company RSAs, Unsellable Company Shares and Company Share Options

Dear Sir/Madam,

Reference is made to the cash tender offer to be initiated by Renesas Electronics Europe GmbH, a limited liability company incorporated under the laws of Germany (Gesellschaft mit beschränkter Haftung – GmbH) (the “Purchaser”), of all the ordinary shares (the “Company Shares”) of Sequans Communications S.A., a public limited company (société anonyme) organized under the laws of France, whose registered office is located at Les Portes de la Défense—15-55 Boulevard Charles de Gaulle 92700 Colombes (France) registered with the Trade and Companies Register of Nanterre (R.C.S. Nanterre) under number 450 249 677 (the “Company”) (including American depositary shares representing ordinary shares (the “ADSs”)) for a price of $0.7575 per Company Share and $3.03 per ADS (the “Offer”) pursuant to a Memorandum of Understanding dated August 4, 2023 (as amended from time to time, the “MoU”) between the Company and Renesas Electronics Corporation, a Japanese corporation (the “Parent”).

As at the date hereof, you hold one or more of the following:

In the context of the Offer:

SEQUANS Communications – Société Anonyme au capital de 2.415.738,14 euros

RCS Nanterre – SIRET 45024967700037

Les Portes de la Défense – Hall A, 15-55 Boulevard Charles de Gaulle, 92700 Colombes, France

Tel: +33 (0)1 70 72 16 00 – Fax: +33 (0)1 70 72 16 09

MKT-FM-006-R18

provided that you execute (1) the Liquidity Agreement in the form attached hereto as Exhibit A, pursuant to which you shall irrevocably undertake, conditional on the consummation of the Offer:

and, if you hold Unsellable Company Shares, (2) the form for cancellation of the ADSs and delivery of underlying Company Shares attached to the Liquidity Agreement; note that this form is purely technical and aims at ensuring that your Unsellable Company Shares which are held under the form of ADSs are delivered back to you in the form of Company Shares so as to avoid the adverse social security and tax consequences which could be triggered by the automatic transfer of all ADSs to the Purchaser upon termination of the deposit agreement in relation of the ADSs.

Details of the Offer and on how your Company Shares may be tendered to the Offer can be found here: https://www.sec.gov/Archives/edgar/data/1383395/000119312523231944/d543505dex99a1a.htm;

and here: https://www.sec.gov/Archives/edgar/data/1383395/000119312523231948/d535148dsc14d9.htm#toc535148_3 .

If you do not execute the Liquidity Agreement to irrevocably undertake the foregoing, you may not find a buyer for your Unsellable Company Shares once the Offer has been completed and you will not be entitled to the Parent RSU described above.

SEQUANS Communications – Société Anonyme au capital de 2.415.738,14 euros

RCS Nanterre – SIRET 45024967700037

Les Portes de la Défense – Hall A, 15-55 Boulevard Charles de Gaulle, 92700 Colombes, France

Tel: +33 (0)1 70 72 16 00 – Fax: +33 (0)1 70 72 16 09

MKT-FM-006-R18

The sale of your Company Shares and the effectiveness of the Liquidity Agreement are subject to the satisfaction of the conditions set forth in this letter and those described in the Liquidity Agreement, including the satisfaction of the Minimum Condition (as defined by article 8.1 of the MoU).

If you wish to obtain the proceeds from your Unsellable Company Shares and the Parent RSU for your Unvested Company RSAs, you must execute and deliver the Liquidity Agreement attached as Exhibit A electronically no later than January 9, 11:59pm (NYC time) or such later deadline as may be extended by Purchaser (the “Acceptance Deadline”). If Purchaser elects to extend the Acceptance Deadline beyond the date identified above, the Company will notify you as soon as possible. Any extension will not impact a previously delivered Liquidity Agreement, unless otherwise indicated by Purchaser.

The tax implications of tendering your Company Shares in the Offer, selling your Unsellable Company Shares, cancelling your Unvested Company RSAs and cancelling your Company Shares Options are complex and you are encouraged to consult with your own legal and tax advisors, accountant, and/or financial advisor before entering into the Liquidity Agreement or tendering your Company Shares in the Offer.

Yours sincerely,

SEQUANS COMMUNICATIONS S.A.

represented by Deborah Choate, duly authorized

pursuant to a power of attorney granted by Georges Karam

SEQUANS Communications – Société Anonyme au capital de 2.415.738,14 euros

RCS Nanterre – SIRET 45024967700037

Les Portes de la Défense – Hall A, 15-55 Boulevard Charles de Gaulle, 92700 Colombes, France

Tel: +33 (0)1 70 72 16 00 – Fax: +33 (0)1 70 72 16 09

MKT-FM-006-R18

EXHIBIT A

LIQUIDITY AGREEMENT

[See following pages]

SEQUANS Communications – Société Anonyme au capital de 2.415.738,14 euros

RCS Nanterre – SIRET 45024967700037

Les Portes de la Défense – Hall A, 15-55 Boulevard Charles de Gaulle, 92700 Colombes, France

Tel: +33 (0)1 70 72 16 00 – Fax: +33 (0)1 70 72 16 09

MKT-FM-006-R18

LIQUIDITY AGREEMENT

(France)

BETWEEN THE UNDERSIGNED

Renesas Electronics Europe GmbH, a limited liability company under the Laws of Germany (Gesellschaft mit beschränkter Haftung—GmbH) with its registered office at Arcadiastrasse 10 – 40472 Düsseldorf, Germany, registered with the German trade register under number HRB 3708 (the “Purchaser”);

AND

The beneficiary party to this Agreement and set forth on the signature page hereto (the “Beneficiary”).

Purchaser and Beneficiary are hereinafter referred to individually as a “Party” and collectively as the “Parties”.

IN THE PRESENCE OF

Sequans Communications S.A., a French limited company (société anonyme) with its registered office at Les Portes de la Défense—15-55 Boulevard Charles de Gaulle 92700 Colombes (France), registered with the Trade and Companies Register of Nanterre (R.C.S. Nanterre) under number 450 249 677 (including any successor thereto, the “Company”).

RECITALS

IT IS AGREED AND DETERMINED AS FOLLOWS:

Beneficiary hereby agrees to validly tender (or cause to be validly tendered) into the Offer all Company Shares or ADSs owned by Beneficiary as of the date of this Agreement and all additional Company Shares or ADSs of which Beneficiary acquires ownership prior to the Offer Acceptance Time, including as a result of the exercise of vested Company Share Options or the vesting of Company RSAs (other than Unsellable Company Shares, which are addressed in Article 2).

Beneficiary hereby irrevocably undertakes to sell to Purchaser all Unsellable Company Shares held by Beneficiary on first demand of Purchaser after expiration of the lock-up period applicable to such Unsellable Company Shares, free of any Security Interest (as defined below), under the conditions set forth in this Agreement (the “Call Option”).

Insofar as necessary, Beneficiary declares that Beneficiary’s Call Option undertaking is not subject to revocation. The sale will be completed upon exercise of the Call Option by Purchaser under the conditions described in Article 2.3 below.

Purchaser accepts the benefit of the Call Option as a unilateral call option undertaking, which it has the right, but by no means the obligation, to exercise freely in accordance with the terms and conditions of this Agreement.

“Security Interest” means any lien, pledge, servitude, charge, security interest, option, claim, mortgage, lease, easement, proxy, voting trust or agreement, encumbrance or any other restriction on title or transfer of any nature whatsoever on the ownership, benefit or transfer of the Concerned Securities (including any agreement having the same economic effect).

Purchaser hereby irrevocably undertakes to purchase from Beneficiary all Unsellable Company Shares held by Beneficiary on first demand of the Beneficiary after expiration of the lock-up period applicable to such Unsellable Company Shares, free of any Security Interest, under the conditions set forth in this Agreement (the “Put Option” and together with the Call Option, the “Unsellable Share Options”).

Insofar as necessary, Purchaser declares that Purchaser’s Put Option undertaking is not subject to revocation. The sale will be completed upon exercise of the Put Option by Beneficiary under the conditions described in Article 2.3 below.

Beneficiary accepts the benefit of the Put Option as a unilateral put option undertaking, which Beneficiary has the right, but by no means the obligation, to exercise freely in accordance with the terms and conditions of this Agreement.

Each Party hereby expressly agrees that the sale of the Unsellable Company Shares will only be subject to the consent of (i) Purchaser, upon exercise of the Call Option, or (ii) Beneficiary, upon exercise of the Put Option, and each of Purchaser and Beneficiary acknowledges and agrees that no withdrawal of their respective consent, whether expressed before or after the sending of the Exercise Notice referred to below, shall have any effect on the conclusion of the sale of the Unsellable Company Shares. Therefore, the sale of the Unsellable Company Shares shall be deemed agreed between Purchaser and Beneficiary upon sending by any of them of the Exercise Notice in accordance with the provisions of Article 7.1 below.

In furtherance of the foregoing and the implementation of the Call Option and the Put Option, Beneficiary shall, if it holds Unsellable Company Shares, execute the ADS cancellation instructions attached hereto as Appendix 3 (the “ADS Cancellation Instructions”) and deliver (or cause to be delivered) such ADS Cancellation Instructions to The Bank of New York Mellon, as the depositary. Beneficiary acknowledges and agrees that any Company Shares delivered to Beneficiary upon such cancellation and not tendered in the Offer shall be subject to the Call Option and the Put Option, even if the underlying lock-up period lapses prior to the Offer Acceptance Time.

The Call Option may be exercised by Purchaser for the relevant Unsellable Company Shares at any time during the Call Option Exercise Period, by sending an exercise notice to Beneficiary (or in case of death of Beneficiary, to the Beneficiary’s heirs or to the notary in charge of the estate settlement, at the election of Purchaser) (the “Call Option Exercise Notice”).

The Put Option may be exercised by Beneficiary for the relevant Unsellable Company Shares at any time during the Put Option Exercise Period by sending an exercise notice to Purchaser (or its legal successor) (the “Put Option Exercise Notice” and together with the Call Option Exercise Notice, an “Exercise Notice”).

“Availability Date” means, with respect to an Unsellable Company Share, the first Business Day following the end of the lock-up period applicable to such Unsellable Company Share.

“Call Option Exercise Period” means, with respect to an Unsellable Company Share, (i) the thirty (30) day period commencing on the Availability Date applicable to such Unsellable Company Share (the “Initial Call Option Exercise Period”), and (ii) the sixty (60) day period commencing on the first day after the expiration of the Initial Put Option Exercise Period applicable to such Unsellable Company Share (the “Second Call Option Exercise Period”).

“Put Option Exercise Period” means, with respect to an Unsellable Company Share, (i) the thirty (30) day period commencing on the first day after the expiration of the Initial Call Option Exercise Period applicable to such Unsellable Company Share (the “Initial Put Option Exercise Period”), and (ii) the sixty (60) day period commencing on the first day after the expiration of the Second Call Option Exercise Period applicable to such Unsellable Company Share.

The Exercise Notice shall state:

The Exercise Notice shall be served, pursuant to the provisions of Article 7.1 of this Agreement, at any time (x) during the Call Option Exercise Period by Purchaser and (y) during the Put Option Exercise Period by Beneficiary.

Failing the exercise of the Call Option within the relevant Call Option Exercise Period, Purchaser shall be deemed to have waived Purchaser’s rights under the Call Option.

Failing the exercise of the Put Option within the relevant Put Option Exercise Period, Beneficiary shall be deemed to have waived Beneficiary’s rights under the Put Option.

The aggregate purchase price to be paid by Purchaser to Beneficiary for the purchase of the Unsellable Company Shares (the “Exercise Price”) shall be calculated as follows:

The purchase price per Unsellable Company Share to be paid by Purchaser upon exercise of the Call Option shall be equal to the Market Price (as defined below).

The purchase price per Unsellable Company Share to be paid by Purchaser upon exercise of the Put Option shall be equal to the Market Price (as defined below).

“Market Price” means the Offer Price, as set forth in the MoU; provided that, if the Put Option is exercised more than fourteen (14) months after the Offer Acceptance Time, the Market Price for the purposes of the Put Option shall be calculated as follows:

Where:

“Revenues n-1” means the consolidated revenues (chiffre d’affaires) achieved by the Company during the last financial year ended on or before the exercise date of the Put Option, calculated in accordance with the accounting rules and methods presented in the 2023 consolidated financial report, and on the consolidation perimeter as was existing as at 31 December 2023, and

“Revenues 2023” refers to the consolidated revenues (chiffre d’affaires) achieved by the Company in fiscal year 2023, in accordance with the accounting rules and methods presented in the 2023 consolidated financial report.

Example: if the Offer Acceptance Time is 31 December 2023, the Market Price (which would be equal to the Offer Price) would be USD 3.03 per ADS and such Market Price would be valid for the exercise of the Put Option until 28 February 2025 (14 months after 31 December 2023). As of 1 March 2025, the above formulas would become applicable.

The Exercise Price will be adjusted in the event of a stock split or reverse stock split to take account of such transactions, or in the event of an exceptional distribution to Beneficiary, on the basis of Articles L. 228-99, 3° and R. 228-91 of the French Commercial Code, the provisions of which will apply mutatis mutandis to the present adjustment.

In the event of disagreement between Purchaser and Beneficiary as to the calculation of the Exercise Price, the Exercise Price will be determined by the firm Ricol Lasteyrie (Gilles de Courcel), acting as joint third-party expert representative of the Parties, in accordance with Article 1592 of the French Civil Code (the “Expert”).

Either Purchaser or Beneficiary may refer to the Expert any dispute concerning (A) the Exercise Price calculated pursuant to Article 2.5(i) or (B) the principle or calculation methods of an adjustment to the Exercise Price in accordance with the provisions of Article 2.5(ii) above. In order to do so, a Party must notify the other Party and the Expert of any such dispute in accordance with the terms of Article 7.1 within fifteen (15) Business Days from (x) the notification by Purchaser to Beneficiary of the Exercise Price in the event of exercise of the Call Option, or (y) the notification by Beneficiary to Purchaser of the Exercise Price in the event of exercise of the Put Option. For clarity, both Parties hereby acknowledge and agree that the Offer Price is a fair and reasonable Exercise Price for the Unsellable Company Shares and shall not dispute such Exercise Price; provided that the Unsellable Share Option is exercised within twelve (12) months of the Offer Acceptance Time.

If the Expert refuses to act, resigns, or is unable to carry out the Expert’s mission (notably due to a lack of independence with regard to one of the Parties or due to the existence of a conflict of interest with one of the Parties), another Expert shall be appointed by the President of the Commercial Court of Paris ruling in the form of summary proceedings and without possible appeal at the request of the most diligent Party, on the basis of the provisions of Article 1592 of the French Civil Code. The Expert so appointed shall be an investment banker, financial adviser or accounting firm of national or international reputation, independent of the Parties and having no conflict of interest with any of the Parties.

The Expert shall carry out his mission by applying the sole price formula defined above.

From the date of his appointment, the Expert shall use his best efforts to carry out his mission and deliver his report simultaneously to all the Parties within thirty (30) days, unless the duration of his mission is extended.

The Parties undertake to sign, if the Expert so requests, an engagement letter in accordance with its usual terms and conditions, and to cooperate in good faith with the Expert. In particular, each of the Parties undertakes to provide the Expert with all relevant documentation that the Expert may request in order to carry out his mission.

The Parties must be treated on an equal footing and the Expert must, at every stage of the Expert’s mission, give them the opportunity to present their arguments, to reach a conclusion on any document, report or writings submitted to him, and more generally to ensure that the principle of adversarial proceedings and the rights of the defense are strictly respected.

The Expert’s conclusions must be substantiated in writing, will be definitively binding on the Parties and may not be contested in any way, except in the case of fraud or gross or manifest error of assessment.

Costs and fees will be shared equally between the Parties.

If the Call Option is exercised pursuant to the provisions hereof, the transfer of ownership of the Company Shares in favor of the Purchaser shall take place on the date notified in the Call Option Exercise Notice and at the latest on the fifteenth (15^th) Business Day following such receipt (the “Call Option Completion Date”).

Purchaser’s delivery to the Company of a copy of the Call Option Exercise Notice, together with written evidence that the Exercise Price indicated in the Call Option Exercise Notice has been paid to the Beneficiary’s bank account, shall be deemed to constitute a notification by the Parties of the Call Option Completion Date within the meaning of Article R. 228-10 of the French Commercial Code, to which Beneficiary specifically agrees, and the Company shall promptly register the sale of the applicable Company Shares in Purchaser’s shareholder account on the Call Option Completion Date. The Company expressly agrees to this mandate given to it by the Parties.

No later than the Call Option Completion Date, Beneficiary shall deliver to Purchaser such documents and take any such actions as may be required to duly evidence the valid transfer of title to the applicable Company Shares, free and clear of any Security Interest with effect on the Call Option Completion Date.

On the Call Option Completion Date, Purchaser shall pay the Exercise Price indicated in the Call Option Exercise Notice to Beneficiary by bank check or wire transfer using the bank account of Beneficiary the details of which will have been notified to Purchaser at least ten (10) Business Days prior to the Call Option Completion Date.

Purchaser shall be deemed the owner of the applicable Company Shares from and after the Call Option Completion Date, subject to payment of the Exercise Price, with all rights attaching thereto, including all dividends declared, paid or made after the Call Option Completion Date.

All registration duties (droits d’enregistrement) in relation to the transfer of the Company Shares shall be borne by Purchaser and paid within thirty (30) days from the Call Option Completion Date.

If the Put Option is exercised pursuant to the provisions hereof, the transfer of ownership of the Company Shares in favor of Purchaser shall take place on the date notified in the Put Option Exercise Notice and at the latest on the fifteenth (15^th) Business Day following such receipt (the “Put Option Completion Date”).

Purchaser’s delivery to the Company of a copy of the Put Option Exercise Notice, together with written evidence that the Exercise Price indicated in the Put Option Exercise Notice has been paid to the Beneficiary’s bank account, shall be deemed to constitute a notification by the Parties of the Put Option Completion Date within the meaning of Article R. 228-10 of the French Commercial Code, to which Beneficiary specifically agrees, and the Company shall promptly register the sale of the applicable Company Shares in Purchaser’s shareholder account on the Put Option Completion Date. The Company expressly agrees to this mandate given to it by the Parties.

No later than the Put Option Completion Date, Beneficiary shall deliver to Purchaser such documents and take any such actions as may be required to duly evidence the valid transfer of title to the applicable Company Shares, free and clear of any Security Interest with effect on the Put Option Completion Date.

On the Put Option Completion Date, Purchaser shall pay the Exercise Price indicated in the Put Option Exercise Notice to Beneficiary by bank check or wire transfer using the bank account of the Beneficiary the details of which will have been notified to Purchaser at least ten (10) Business Days prior to the Put Option Completion Date.

Purchaser shall be deemed the owner of the applicable Company Shares from and after the Put Option Completion Date, subject to payment of the Exercise Price, with all rights attaching thereto, including all dividends declared, paid or made after the Put Option Completion Date.

All registration duties (droits d’enregistrement) in relation to the transfer of the Company Shares shall be borne by Purchaser and paid within thirty (30) days from the Put Option Completion Date.

“Parent Common Stock Price” means the average closing price of a share of Parent common stock on the Tokyo Stock Exchange over the period of the three (3) calendar months immediately prior to the calendar month in which the Parent RSU Grant is resolved by Parent’s board.

“Parent RSU” means a restricted stock unit issued under the Parent Stock Compensation Plan.

“Parent Stock Compensation Plan” means the Renesas Electronics Corporation Terms and Conditions on Stock Compensation.

The Parent RSU Grant shall be subject to the following vesting schedule:

In addition, in the event that Beneficiary is dismissed by the Company within six (6) months of the Offer Acceptance Time, other than for misconduct or gross negligence, then all unvested Parent RSUs subject to Beneficiary’s grant shall vest immediately upon the date of employment contract termination as a result of said dismissal.

The Parent RSU Grant shall be subject to the terms and conditions set forth in the Parent Stock Compensation Plan and the related grant notice; provided that the Parent RSU Grant shall not be subject to any lock-up period.

In addition, in the event that Beneficiary is dismissed by the Company after the Offer Acceptance Time but before the issuance of the Parent RSU Grant, other than for misconduct or gross negligence, then Purchaser undertakes to pay (or cause to be paid) to Beneficiary upon the date of employment contract termination as a result of such dismissal an amount equal to (A) the number of Unvested Company RSAs held by Beneficiary as of the Offer Acceptance Time, multiplied by (B) the applicable Offer Price (for the avoidance of doubt, in addition to any other amounts that may be due to Beneficiary in connection with such dismissal).

The Purchaser and the Company or any affiliate in Purchaser’s group (as applicable) shall determine and withhold the amount of any withholding or other federal, state, or local taxes, including, but not limited to, income or excise taxes and social security charges or contributions, required to be withheld (for or on behalf of Beneficiary) upon the Parent RSU Grant (or payment in lieu thereof). Such withholding can be made from any payment due by the Purchaser or the Company to the relevant Beneficiary. For the avoidance of doubt, Purchaser shall be solely responsible (without withholding from Beneficiary) for the payment of any employer’s portion of social security charges or contributions.

Beneficiary acknowledges and agrees that, effective as of the Offer Acceptance Time, all outstanding and unexercised Concerned Share Options (whether or not then exercisable) shall be cancelled without the payment of any consideration therefore, with no further action required by Purchaser, the Company or Beneficiary and all of Beneficiary’s rights with respect to such Concerned Share Options shall be cancelled and extinguished in their entirety, and any agreement relating thereto shall terminate in full.

The term “Transfer” refers to any transaction, whether free of charge or against payment, whatever its nature, having the direct or indirect effect of (i) transferring, immediately or in the future, to any individual or legal entity, by way of sale, contribution, exchange, merger or in any other way, the ownership, a dismembered right of ownership, or the simple enjoyment of all or part of the Concerned Securities, (ii) granting real or personal rights over the Concerned Securities, including any promise to sell, pledge, enter into a repurchase agreement or loan relating to the Concerned Securities, or (iii) conferring on the Concerned Securities an equivalent economic interest via transactions of the equity swap or other type, whether for physical or monetary delivery, and, by extension, the verb “Transfer” refers to the carrying out of any of the operations referred to above.

The final Merger Exchange Ratio shall be set forth in the Merger Plan and may not be on a 1:1 basis. Consequently, there may be a situation where the implementation of the Merger Exchange Ratio upon the consummation of the Merger would result in the issuance of fractional shares of German Merger Sub to a holder of Company Shares. In such a situation, rather than issue fractional shares, German Merger Sub shall make a payment in cash (bare Zuzahlung) with respect to those Company Shares, which, if converted into shares of German Merger Sub at the Merger Exchange Ratio, would be converted into fractional shares (such non-exchangeable Company Shares, the “Cash Settled Shares”). The additional payment (bare Zuzahlung) per Cash Settled Share shall be equal to the Company Share Offer Price (i.e. USD 0.7575 per ordinary share) converted into euros (EUR) on the basis of the opening exchange rate (Eröffnungskurs) on the day of the extraordinary general meeting of the Company shareholders approving the Merger. Alternatively, instead of a payment in EUR, each owner of a Cash Settled Share shall be entitled, at his/her/its sole discretion, to request a payment amounting to USD 0.7575 (for the sake of clarification, in US dollars) per Cash Settled Share. Subject to Beneficiary becoming a shareholder of German Merger Sub, Beneficiary hereby irrevocably waives its right to an additional cash payment (bare Zuzahlung) or other kind of payment in consideration for its Cash Settled Shares (if any) other than as set forth in this paragraph.

Subject to Beneficiary becoming a shareholder of German Merger Sub, Beneficiary hereby irrevocably waives its right (i) to legally challenge the validity (Wirksamkeit) of the shareholders’ resolution(s) of the general meeting (Hauptversammlung) of German Merger Sub resolving the Merger Squeeze Out pursuant to Sections 327a et seqq. of the German Stock Corporation Act (Aktiengesetz) and (ii) to initiate judicial valuation proceedings (Spruchverfahren) pursuant to Section 1 no. 3 of the German Valuation Proceedings Act (Spruchverfahrensgesetz). Such waiver shall not apply in case the compensation offered under the Merger Squeeze Out to Beneficiary for its shares in German Merger Sub is below the consideration that it would have received (per share) if Beneficiary tendered the applicable Company Shares in the Offer.

Unless this Agreement shall have been terminated in accordance with its terms, Beneficiary hereby unconditionally agrees that, at any meeting of the shareholders of the Company, however called, and in any action by shareholders of the Company other than at a meeting (including by written consent or by other written instrument, or otherwise), unless otherwise directed in writing by Purchaser, Beneficiary shall, to the fullest extent that the Unsellable Company Shares are entitled to vote thereon, cause the Unsellable Company Shares to be voted:

All notices or other communications hereunder shall be deemed to have been duly given and made if in writing and if served by personal delivery upon the Party for whom it is intended, if delivered by registered or certified mail, return receipt requested, or by an international courier service, or if sent by email (provided that written confirmation of receipt of email is issued to the sender of the notice), and a hard copy of such notice is also delivered by international courier service one (1) Business Day after transmission to the person at the address set forth below, or such other address as may be designated in writing hereafter, in the same manner, by such person:

(i) If to Purchaser:

Renesas Electronics Europe GmbH

c/o Renesas Electronics Corporation

3-2-24, Toyosu, Koto-ku

Tokyo 135-0061, Japan

Email: legal-notices@renesas.com

Attention: General Counsel

With a copy to (which shall not constitute a notice):

Goodwin Procter LLP

520 Broadway, Suite 500

Santa Monica, CA 90401, USA

Email: jolsen@goodwinlaw.com; jhaggerty@goodwinlaw.com;

jeanlee@goodwinlaw.com

Attention: Jon A. Olsen; John T. Haggerty; Jean A. Lee

Goodwin Procter (France) LLP

12 rue d’Astorg

75008 Paris, France

Email: wrobert@goodwinlaw.com

Attention: William Robert

(ii) If to Beneficiary, at the address of Beneficiary as set forth on the records of the Company.

(iii) If to the Expert, at the following address:

Ricol Lasteyrie

2 avenue Hoche

75008 Paris, France

Email: contacts@ricol-lasteyrie.fr

Attention: Gilles de Courcel

The Agreement shall be binding upon the Parties, their successors and permitted assignees. It is expressly agreed that:

Each of the Parties acknowledges and agrees that it may not in any way withdraw its undertakings under the terms of this Agreement either before or after the exercise of the option by the other Party, the options and the undertakings contained therein being irrevocable and definitive.

Each Party acknowledges and agrees that in the event of a breach or non-compliance of any of its obligations provided for under this Agreement, the other Party may not be fully compensated by the award of monetary damages and that, without prejudice to any other remedies, the non-defaulting Party may seek the specific performance (exécution forcée) of the obligations provided for under this Agreement, injunctive or other equitable relief as a remedy for any such breach or non-compliance. The Parties further acknowledge and agree that any specific performance (exécution forcée) sought by a Party will constitute a balanced course of action falling outside the manifest disproportion (disproportion manifeste) exclusion set forth under Article 1221 of the French Civil Code and will therefore not create a manifest disproportion (disproportion manifeste) between the cost for a good faith defaulting Party and its interest for the other Party.

Except as otherwise provided in this Agreement or otherwise expressly agreed in writing by the Parties, each Party shall be responsible for its own costs, fees, expenses and other charges of any nature arising out or in connection with the negotiation, preparation, execution and implementation of this Agreement and any other transactions, documents and agreements referred to under this Agreement.

Any transfer, stamp or registration taxes or duties (droits d’enregistrement) or similar levies payable as a result of the Transfer of the Unsellable Company Shares as contemplated hereunder shall be borne by Purchaser and paid on a timely basis in accordance with all statutory applicable requirements.

This Agreement constitutes the entire agreement between the Parties relating to the subject matter of this Agreement and, unless expressly otherwise provided, supersedes any previous draft, agreement, arrangement or understanding, undertaking, representation, warranty, whether in writing or not, in relation to the matters dealt with in this Agreement.

If any provision of this Agreement is held to be or become illegal, invalid or unenforceable, in whole or in part, under any law, for any reason whatsoever, it shall not affect the legality, validity or enforceability of the other provisions of this Agreement and in such case, the Parties will consult with each other and use all reasonable efforts to agree a replacement provision with a legal, valid and enforceable substitute of equivalent intended effect of such provision.

The Parties and the Company acknowledge and agree that this Agreement may be entered into by a Party in writing in electronic form. In such instance, the Parties and the Company agree that:

This Agreement shall be governed by and construed in accordance with French law.

Any dispute relating to this Agreement, in particular concerning its validity, performance or interpretation, shall be submitted to the exclusive jurisdiction of the competent Commercial Court.

[Signatures on next page]

On

APPENDIX 1

Number of Unvested Company RSAs as of 17 December 2023

APPENDIX 2

Number of Company Share Options as of 17 December 2023

APPENDIX 3

Form of ADSs cancellation and delivery of underlying Company Shares

On                 

BNY Mellon

Depositary Receipts

240 Greenwich Street

New York, NY 10286

Email: drsettlements@bnymellon.com

Dear BNY Mellon Depositary Receipts Team:

Please find the below pertaining to the cancellation of registered ADSs and delivery of the underlying ordinary shares:

Exhibit (a)(1)(I)

Re: Unvested Company RSAs and Unexercised Company Share Options

Dear Sir/Madam,

Reference is made to the cash tender offer to be initiated by Renesas Electronics Europe GmbH, a limited liability company incorporated under the laws of Germany (Gesellschaft mit beschränkter Haftung – GmbH) (the “Purchaser”), of all the ordinary shares (the “Company Shares”) of Sequans Communications S.A., a public limited company (société anonyme) organized under the laws of France, whose registered office is located at Les Portes de la Défense—15-55 Boulevard Charles de Gaulle 92700 Colombes (France) registered with the Trade and Companies Register of Nanterre (R.C.S. Nanterre) under number 450 249 677 (the “Company”) (including American depositary shares representing ordinary shares (the “ADSs”)) for a price (the “Offer Price”) of $0.7575 per Company Share and $3.03 per ADS (the “Offer”) pursuant to a Memorandum of Understanding dated August 4, 2023 (as amended from time to time, the “MoU”) between the Company and Renesas Electronics Corporation, a Japanese corporation (the “Parent”).

As at the date hereof, you hold one or more of the following:

In the context of the Offer, if you hold Unvested Company RSAs, Parent shall undertake to you to promptly award, as of the time of Purchaser’s acceptance and payment for Company Shares tendered in the Offer (the “Offer Acceptance Time”), a number of restricted stock units issued under the Renesas Electronics Corporation Terms and Conditions on Stock Compensation (collectively, the “Parent RSU”) equal to:

SEQUANS Communications – Société Anonyme au capital de 2.415.738,14 euros

RCS Nanterre – SIRET 45024967700037

Les Portes de la Défense – Hall A, 15-55 Boulevard Charles de Gaulle, 92700 Colombes, France

Tel: +33 (0)1 70 72 16 00 – Fax: +33 (0)1 70 72 16 09

MKT-FM-006-R18

provided that you execute the Equity Award Cancellation Agreement in the form attached hereto as Exhibit A (the “Cancellation Agreement”), pursuant to which you shall irrevocably undertake, conditional on the consummation of the Offer:

Details of the Offer and on how your Company Shares may be tendered to the Offer can be found here:

https://www.sec.gov/Archives/edgar/data/1383395/000119312523231944/d543505dex99a1a.htm ;

and here:

https://www.sec.gov/Archives/edgar/data/1383395/000119312523231948/d535148dsc14d9.htm#toc535148_3 .

If you do not tender all of your Company Shares and ADSs to the Offer, or you do not execute the Cancellation Agreement to irrevocably undertake the foregoing, you will not be entitled to the Parent RSU described above.

The sale of your Company Shares and ADSs and the effectiveness of the Cancellation Agreement are subject to the satisfaction of the conditions set forth in this letter and those described in the Cancellation Agreement, including the satisfaction of the Minimum Condition (as defined by article 8.1 of the MoU).

If you wish to obtain the Parent RSU for your Unvested Company RSAs, you must execute and deliver the Cancellation Agreement attached as Exhibit A electronically no later than January 9, 11:59pm (NYC time) or such later deadline as may be extended by Purchaser (the “Acceptance Deadline”). If Purchaser elects to extend the Acceptance Deadline beyond the date identified above, the Company will notify you as soon as possible. Any extension will not impact a previously delivered Cancellation Agreement, unless otherwise indicated by Purchaser.

The tax implications of tendering your Company Shares in the Offer, cancelling your Unvested Company RSAs and cancelling your Company Shares Options are complex and you are encouraged to consult with your own legal and tax advisors, accountant, and/or financial advisor before entering into the Cancellation Agreement or tendering your Company Shares in the Offer.

Yours sincerely,

SEQUANS Communications – Société Anonyme au capital de 2.415.738,14 euros

RCS Nanterre – SIRET 45024967700037

Les Portes de la Défense – Hall A, 15-55 Boulevard Charles de Gaulle, 92700 Colombes, France

Tel: +33 (0)1 70 72 16 00 – Fax: +33 (0)1 70 72 16 09

MKT-FM-006-R18

SEQUANS COMMUNICATIONS S.A.

represented by Deborah Choate, duly authorized

pursuant to a power of attorney granted by Georges Karam

SEQUANS Communications – Société Anonyme au capital de 2.415.738,14 euros

RCS Nanterre – SIRET 45024967700037

Les Portes de la Défense – Hall A, 15-55 Boulevard Charles de Gaulle, 92700 Colombes, France

Tel: +33 (0)1 70 72 16 00 – Fax: +33 (0)1 70 72 16 09

MKT-FM-006-R18

EXHIBIT A

CANCELLATION AGREEMENT

[See following pages]

SEQUANS Communications – Société Anonyme au capital de 2.415.738,14 euros

RCS Nanterre – SIRET 45024967700037

Les Portes de la Défense – Hall A, 15-55 Boulevard Charles de Gaulle, 92700 Colombes, France

Tel: +33 (0)1 70 72 16 00 – Fax: +33 (0)1 70 72 16 09

MKT-FM-006-R18

EQUITY AWARD CANCELLATION AGREEMENT

(USA)

BETWEEN THE UNDERSIGNED

Renesas Electronics Europe GmbH, a limited liability company under the Laws of Germany (Gesellschaft mit beschränkter Haftung—GmbH) with its registered office at Arcadiastrasse 10 – 40472 Düsseldorf, Germany, registered with the German trade register under number HRB 3708 (the “Purchaser”);

AND

The beneficiary party to this Agreement and set forth on the signature page hereto (the “Beneficiary”).

Purchaser and Beneficiary are hereinafter referred to individually as a “Party” and collectively as the “Parties”.

IN THE PRESENCE OF

Sequans Communications S.A., a French limited company (société anonyme) with its registered office at Les Portes de la Défense—15-55 Boulevard Charles de Gaulle 92700 Colombes (France), registered with the Trade and Companies Register of Nanterre (R.C.S. Nanterre) under number 450 249 677 (including any successor thereto, the “Company”).

RECITALS

IT IS AGREED AND DETERMINED AS FOLLOWS:

Beneficiary hereby agrees to validly tender (or cause to be validly tendered) into the Offer all Company Shares or ADSs owned by Beneficiary as of the date of this Agreement and all additional Company Shares or ADSs of which Beneficiary acquires ownership prior to the time of Purchaser’s acceptance and payment for Company Shares tendered in the Offer (the “Offer Acceptance Time”), including as a result of the exercise of vested Company Share Options or the vesting of Company RSAs.

“Parent RSU” means a restricted stock unit issued under the Parent Stock Compensation Plan.

“Parent Stock Compensation Plan” means the Renesas Electronics Corporation Terms and Conditions on Stock Compensation.

The Parent RSU Grant shall be subject to the following vesting schedule:

In addition, in the event that Beneficiary is dismissed by the Company within six (6) months of the Offer Acceptance Time, other than for misconduct or gross negligence, then all unvested Parent RSUs subject to Beneficiary’s grant shall vest immediately upon the date of employment contract termination as a result of said dismissal.

The Parent RSU Grant shall be subject to the terms and conditions set forth in the Parent Stock Compensation Plan and the related grant notice; provided that the Parent RSU Grant shall not be subject to any lock-up period.

In addition, in the event that Beneficiary is dismissed by the Company after the Offer Acceptance Time but before the issuance of the Parent RSU Grant, other than for misconduct or gross negligence, then Purchaser undertakes to pay (or cause to be paid) to Beneficiary upon the date of employment contract termination as a result of such dismissal an amount equal to (A) the number of Unvested Company RSAs held by Beneficiary as of the Offer Acceptance Time, multiplied by (B) the applicable Offer Price (for the avoidance of doubt, in addition to any other amounts that may be due to Beneficiary in connection with such dismissal).

The Purchaser and the Company or any affiliate in Purchaser’s group (as applicable) shall determine and withhold the amount of any withholding or other federal, state, or local taxes, including, but not limited to, income or excise taxes and social security charges or contributions, required to be withheld (for or on behalf of Beneficiary) upon the Parent RSU Grant (or payment in lieu thereof). Such withholding can be made from any payment due by the Purchaser or the Company to the relevant Beneficiary. For the avoidance of doubt, Purchaser shall be solely responsible (without withholding from Beneficiary) for the payment of any employer’s portion of social security charges, payroll taxes or contributions that would be due by the employer of the Beneficiary.

Beneficiary acknowledges and agrees that, effective as of the Offer Acceptance Time, all outstanding and unexercised Concerned Share Options (whether or not then exercisable) shall be cancelled without the payment of any consideration therefore, with no further action required by Purchaser, the Company or Beneficiary and all of Beneficiary’s rights with respect to such Concerned Share Options shall be cancelled and extinguished in their entirety, and any agreement relating thereto shall terminate in full.

The term “Transfer” refers to any transaction, whether free of charge or against payment, whatever its nature, having the direct or indirect effect of (i) transferring, immediately or in the future, to any individual or legal entity, by way of sale, contribution, exchange, merger or in any other way, the ownership, a dismembered right of ownership, or the simple enjoyment of all or part of the Concerned Securities, (ii) granting real or personal rights over the Concerned Securities, including any promise to sell, pledge, enter into a repurchase agreement or loan relating to the Concerned Securities, or (iii) conferring on the Concerned Securities an equivalent economic interest via transactions of the equity swap or other type, whether for physical or monetary delivery, and, by extension, the verb “Transfer” refers to the carrying out of any of the operations referred to above.

The term “Security Interests” means any lien, pledge, servitude, charge, security interest, option, claim, mortgage, lease, easement, proxy, voting trust or agreement, encumbrance or any other restriction on title or transfer of any nature whatsoever on the ownership, benefit or transfer of the Concerned Securities (including any agreement having the same economic effect).

All notices or other communications hereunder shall be deemed to have been duly given and made if in writing and if served by personal delivery upon the Party for whom it is intended, if delivered by registered or certified mail, return receipt requested, or by an international courier service, or if sent by email (provided that written confirmation of receipt of email is issued to the sender of the notice), and a hard copy of such notice is also delivered by international courier service one (1) Business Day after transmission to the person at the address set forth below, or such other address as may be designated in writing hereafter, in the same manner, by such person:

(i) If to Purchaser:

Renesas Electronics Europe GmbH

c/o Renesas Electronics Corporation

3-2-24, Toyosu, Koto-ku

Tokyo 135-0061, Japan

Email: legal-notices@renesas.com

Attention: General Counsel

With a copy to (which shall not constitute a notice):

Goodwin Procter LLP

520 Broadway, Suite 500

Santa Monica, CA 90401, USA

Email: jolsen@goodwinlaw.com; jhaggerty@goodwinlaw.com;

jeanlee@goodwinlaw.com

Attention: Jon A. Olsen; John T. Haggerty; Jean A. Lee

Goodwin Procter (France) LLP

12 rue d’Astorg

75008 Paris, France

Email: wrobert@goodwinlaw.com

Attention: William Robert

(ii) If to Beneficiary, at the address of Beneficiary as set forth on the records of the Company.

The Agreement shall be binding upon the Parties, their successors and permitted assignees. It is expressly agreed that:

Each of the Parties acknowledges and agrees that it may not in any way withdraw its undertakings under the terms of this Agreement either before or after the exercise of the option by the other Party, the options and the undertakings contained therein being irrevocable and definitive.

Each Party acknowledges and agrees that in the event of a breach or non-compliance of any of its obligations provided for under this Agreement, the other Party may not be fully compensated by the award of monetary damages and that, without prejudice to any other remedies, the non-defaulting Party may seek the specific performance (exécution forcée) of the obligations provided for under this Agreement, injunctive or other equitable relief as a remedy for any such breach or non-compliance. The Parties further acknowledge and agree that any specific performance (exécution forcée) sought by a Party will constitute a balanced course of action falling outside the manifest disproportion (disproportion manifeste) exclusion set forth under Article 1221 of the French Civil Code and will therefore not create a manifest disproportion (disproportion manifeste) between the cost for a good faith defaulting Party and its interest for the other Party.

Except as otherwise provided in this Agreement or otherwise expressly agreed in writing by the Parties, each Party shall be responsible for its own costs, fees, expenses and other charges of any nature arising out or in connection with the negotiation, preparation, execution and implementation of this Agreement and any other transactions, documents and agreements referred to under this Agreement.

This Agreement constitutes the entire agreement between the Parties relating to the subject matter of this Agreement and, unless expressly otherwise provided, supersedes any previous draft, agreement, arrangement or understanding, undertaking, representation, warranty, whether in writing or not, in relation to the matters dealt with in this Agreement.

If any provision of this Agreement is held to be or become illegal, invalid or unenforceable, in whole or in part, under any law, for any reason whatsoever, it shall not affect the legality, validity or enforceability of the other provisions of this Agreement and in such case, the Parties will consult with each other and use all reasonable efforts to agree a replacement provision with a legal, valid and enforceable substitute of equivalent intended effect of such provision.

The Parties and the Company acknowledge and agree that this Agreement may be entered into by a Party in writing in electronic form. In such instance, the Parties and the Company agree that:

This Agreement shall be governed by and construed in accordance with French law.

Any dispute relating to this Agreement, in particular concerning its validity, performance or interpretation, shall be submitted to the exclusive jurisdiction of the competent Commercial Court.

[Signatures on next page]

On

APPENDIX 1

Number of Unvested Company RSAs as of 17 December 2023

APPENDIX 2

Number of Company Share Options as of 17 December 2023

Exhibit (a)(1)(J)

This document is important and should be read carefully. If you are in any doubt as to the action you should take regarding the contents of this letter, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriate professional adviser authorised under the Financial Services and Markets Act 2000 where you are in the United Kingdom.

This communication is not being issued by, nor has it been approved by, an authorized person within the meaning of the Financial Services and Markets Act 2000. It is being distributed by Sequans Communications S.A. in reliance on Articles 43 (promotions to members of a body corporate) and 60 (promotions relating to employee share schemes of the Financial Services and Markets Act 200 (Financial Promotion) Order 2005 (SI 2005/1529).

Re: Unvested Company RSAs and Unexercised Company Share Options

Dear Sir/Madam,

Reference is made to the cash tender offer to be initiated by Renesas Electronics Europe GmbH, a limited liability company incorporated under the laws of Germany (Gesellschaft mit beschränkter Haftung – GmbH) (the “Purchaser”), of all the ordinary shares (the “Company Shares”) of Sequans Communications S.A., a public limited company (société anonyme) organized under the laws of France, whose registered office is located at Les Portes de la Défense—15-55 Boulevard Charles de Gaulle 92700 Colombes (France) registered with the Trade and Companies Register of Nanterre (R.C.S. Nanterre) under number 450 249 677 (the “Company”) (including American depositary shares representing ordinary shares (the “ADSs”)) for a price (the “Offer Price”) of $0.7575 per Company Share and $3.03 per ADS (the “Offer”) pursuant to a Memorandum of Understanding dated August 4, 2023 (as amended from time to time, the “MoU”) between the Company and Renesas Electronics Corporation, a Japanese corporation (the “Parent”).

As at the date hereof, you hold one or more of the following:

In the context of the Offer, if you hold Unvested Company RSAs, Parent shall undertake to you to promptly award, as of the time of Purchaser’s acceptance and payment for Company Shares tendered in the Offer (the “Offer Acceptance Time”), a number of restricted stock units issued under the Renesas Electronics Corporation Terms and Conditions on Stock Compensation (collectively, the “Parent RSU”) equal to:

SEQUANS Communications – Société Anonyme au capital de 2.415.738,14 euros

RCS Nanterre – SIRET 45024967700037

Les Portes de la Défense – Hall A, 15-55 Boulevard Charles de Gaulle, 92700 Colombes, France

Tel: +33 (0)1 70 72 16 00 – Fax: +33 (0)1 70 72 16 09

MKT-FM-006-R18

provided that you execute the Equity Award Cancellation Agreement in the form attached hereto as Exhibit A (the “Cancellation Agreement”) and the deed of surrender in the form set forth within Appendix 3 to the Cancellation Agreement (the “Deed of Surrender”), pursuant to which you shall irrevocably undertake, conditional on the consummation of the Offer:

Please note that you must sign both the Cancellation Agreement and the Deed of Surrender. The Deed of Surrender must be signed as an English law deed, which means that you must sign it in the physical presence of an independent witness. The witness must be over 18 and not a family member and must genuinely observe the application of the signature to the document. The witness must then enter their details and sign the Deed of Surrender, and the agreement must then be dated.

Details of the Offer and on how your Company Shares may be tendered to the Offer can be found here:

https://www.sec.gov/Archives/edgar/data/1383395/000119312523231944/d543505dex99a1a.htm;

and here:

https://www.sec.gov/Archives/edgar/data/1383395/000119312523231948/d535148dsc14d9.htm#toc535148_3 .

If you do not tender all of your Company Shares and ADSs to the Offer, or you do not execute the Cancellation Agreement to irrevocably undertake the foregoing, you will not be entitled to the Parent RSU described above.

The sale of your Company Shares and ADSs and the effectiveness of the Cancellation Agreement are subject to the satisfaction of the conditions set forth in this letter and those described in the Cancellation Agreement, including the satisfaction of the Minimum Condition (as defined by article 8.1 of the MoU).

SEQUANS Communications – Société Anonyme au capital de 2.415.738,14 euros

RCS Nanterre – SIRET 45024967700037

Les Portes de la Défense – Hall A, 15-55 Boulevard Charles de Gaulle, 92700 Colombes, France

Tel: +33 (0)1 70 72 16 00 – Fax: +33 (0)1 70 72 16 09

MKT-FM-006-R18

If you wish to obtain the Parent RSU for your Unvested Company RSAs, you must execute and deliver the Cancellation Agreement attached as Exhibit A electronically no later than January 9, 11:59pm (NYC time) or such later deadline as may be extended by Purchaser (the “Acceptance Deadline”). If Purchaser elects to extend the Acceptance Deadline beyond the date identified above, the Company will notify you as soon as possible. Any extension will not impact a previously delivered Cancellation Agreement, unless otherwise indicated by Purchaser.

The tax implications of tendering your Company Shares in the Offer, cancelling your Unvested Company RSAs and cancelling your Company Shares Options are complex and you are encouraged to consult with your own legal and tax advisors, accountant, and/or financial advisor before entering into the Cancellation Agreement or tendering your Company Shares in the Offer.

represented by Deborah Choate, duly authorized

pursuant to a power of attorney granted by Georges Karam

SEQUANS Communications – Société Anonyme au capital de 2.415.738,14 euros

RCS Nanterre – SIRET 45024967700037

Les Portes de la Défense – Hall A, 15-55 Boulevard Charles de Gaulle, 92700 Colombes, France

Tel: +33 (0)1 70 72 16 00 – Fax: +33 (0)1 70 72 16 09

MKT-FM-006-R18

EXHIBIT A

CANCELLATION AGREEMENT

[See following pages]

SEQUANS Communications – Société Anonyme au capital de 2.415.738,14 euros

RCS Nanterre – SIRET 45024967700037

Les Portes de la Défense – Hall A, 15-55 Boulevard Charles de Gaulle, 92700 Colombes, France

Tel: +33 (0)1 70 72 16 00 – Fax: +33 (0)1 70 72 16 09

MKT-FM-006-R18

EQUITY AWARD CANCELLATION AGREEMENT

(UK)

BETWEEN THE UNDERSIGNED

Renesas Electronics Europe GmbH, a limited liability company under the Laws of Germany (Gesellschaft mit beschränkter Haftung—GmbH) with its registered office at Arcadiastrasse 10 – 40472 Düsseldorf, Germany, registered with the German trade register under number HRB 3708 (the “Purchaser”);

AND

The beneficiary party to this Agreement and set forth on the signature page hereto (the “Beneficiary”).

Purchaser and Beneficiary are hereinafter referred to individually as a “Party” and collectively as the “Parties”.

IN THE PRESENCE OF

Sequans Communications S.A., a French limited company (société anonyme) with its registered office at Les Portes de la Défense—15-55 Boulevard Charles de Gaulle 92700 Colombes (France), registered with the Trade and Companies Register of Nanterre (R.C.S. Nanterre) under number 450 249 677 (including any successor thereto, the “Company”).

RECITALS

IT IS AGREED AND DETERMINED AS FOLLOWS:

Beneficiary hereby agrees to validly tender (or cause to be validly tendered) into the Offer all Company Shares or ADSs owned by Beneficiary as of the date of this Agreement and all additional Company Shares or ADSs of which Beneficiary acquires ownership prior to the time of Purchaser’s acceptance and payment for Company Shares tendered in the Offer (the “Offer Acceptance Time”), including as a result of the exercise of vested Company Share Options or the vesting of Company RSAs.

“Parent Common Stock Price” means the average closing price of a share of Parent Common Stock over the period of the three (3) calendar months immediately prior to the calendar month in which the Parent RSU Grant is resolved by Parent’s board.

“Parent RSU” means a restricted stock unit issued under the Parent Stock Compensation Plan.

“Parent Stock Compensation Plan” means the Renesas Electronics Corporation Terms and Conditions on Stock Compensation.

The Parent RSU Grant shall be subject to the following vesting schedule:

In addition, in the event that Beneficiary is dismissed by the Company within six (6) months of the Offer Acceptance Time, other than for misconduct or gross negligence, then all unvested Parent RSUs subject to Beneficiary’s grant shall vest immediately upon the date of employment contract termination as a result of said dismissal.

The Parent RSU Grant shall be subject to the terms and conditions set forth in the Parent Stock Compensation Plan and the related grant notice; provided that the Parent RSU Grant shall not be subject to any lock-up period.

In addition, in the event that Beneficiary is dismissed by the Company after the Offer Acceptance Time but before the issuance of the Parent RSU Grant, other than for misconduct or gross negligence, then Purchaser undertakes to pay (or cause to be paid) to Beneficiary upon the date of employment contract termination as a result of such dismissal an amount equal to (A) the number of Unvested Company RSAs held by Beneficiary as of the Offer Acceptance Time, multiplied by (B) the applicable Offer Price (for the avoidance of doubt, in addition to any other amounts that may be due to Beneficiary in connection with such dismissal).

The Purchaser and the Company or any affiliate in Purchaser’s group (as applicable) shall determine and withhold the amount of any withholding or other federal, state, or local taxes, including, but not limited to, income or excise taxes and social security charges or contributions, required to be withheld (for or on behalf of Beneficiary) upon the Parent RSU Grant (or payment in lieu thereof). Such withholding can be made from any payment due by the Purchaser or the Company to the relevant Beneficiary. For the avoidance of doubt, Purchaser shall be solely responsible (without withholding from Beneficiary) for the payment of any employer’s portion of social security charges, payroll taxes or contributions that would be due by the employer of the Beneficiary.

As a condition of grant of the Parent RSU Grant and no later than each Vesting Date for the Parent RSU Grant as set out above, Beneficiary agrees to enter into, if required, jointly with Purchaser, the Company or any affiliate in Purchaser’s group (as applicable), a joint election within Section 431 of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “ITEPA 2003”) in respect of computing any tax charge on the acquisition of “restricted securities” (as

defined in Sections 423 and 424 of ITEPA 2003), and that Beneficiary will not revoke such election at any time (the “431 Election”). The 431 Election will be to treat the Parent Common Stock acquired pursuant to the vesting of the Parent RSU Grant as if the underlying Parent Common Stock were not restricted securities (for U.K. tax purposes only). If Beneficiary is required to but does not enter into such a 431 Election prior to the vesting of the Parent RSU Grant, no Parent Common Stock will be issued to Beneficiary, without any liability to Purchaser, the Company or any affiliate in Purchaser’s group (as applicable). Beneficiary must enter into the 431 Election concurrent with the execution of the grant notice, or at such subsequent time as may be designated by Purchaser, the Company or any affiliate in Purchaser’s group (as applicable).

As a condition of grant of the Parent RSU Grant and no later than each Vesting Date as set out above, Beneficiary agrees to accept liability for any secondary Class 1 National Insurance contributions which may be payable by Purchaser, the Company or any affiliate in Purchaser’s group (as applicable), in connection with any event giving rise to tax liability in relation to the Parent RSU Grant (the “Employer’s NICs”). Beneficiary agrees to execute a joint election with Purchaser, the Company or any affiliate in Purchaser’s group (as applicable), (a “NICs Joint Election”), the form of such NICs Joint Election being formally approved by His Majesty’s Revenue & Customs (“HMRC”), and any other consent or elections required to accomplish the transfer of the Employer NICs to Beneficiary. Beneficiary further agrees to execute such other elections as may be required by any successor to Purchaser, the Company or any affiliate in Purchaser’s group (as applicable), for the purpose of continuing the effectiveness of Beneficiary’s NICs Joint Election. If Beneficiary does not complete the NICs Joint Election prior to each Vesting Date for the Parent RSU Grant as set out above, or if approval of the NICs Joint Election is withdrawn by HMRC and a new NICs Joint Election is not entered into, Beneficiary’s Parent RSU Grant shall become null and void and may not be settled, without any liability to Purchaser, the Company or any affiliate in Purchaser’s group (as applicable), Beneficiary must enter into the NICs Joint Election concurrent with the execution of the applicable grant notice, or at such subsequent time as may be designated by Purchaser, the Company or any affiliate in Purchaser’s group (as applicable).

This offer is being made to selected employees as part of an employee incentive program in order to provide an additional incentive and to encourage employee share ownership and to increase Beneficiary’s interest in the success of Parent. The company offering these rights is Renesas Electronics Corporation. The shares which are the subject of these rights are common stock in Parent. More information in relation to Parent including the share price can be found at the following web address:

https://www2.tse.or.jp/tseHpFront/StockSearch.do?callJorEFlg=1&method=&topSearchStr=6723

The obligation to publish a prospectus does not apply because of Section 86(aa) of the Financial Services and Markets Act (as amended, supplemented or substituted by any UK legislation enacted in connection with the UK’s exit from the European Union). The total maximum number of shares which are the subject of this offer is 9,971,000.

When considering what action Beneficiary should take, it is recommended that Beneficiary seeks their own independent financial advice from a duly authorized independent financial adviser.

Beneficiary acknowledges and agrees that, effective as of the Offer Acceptance Time, all outstanding and unexercised Concerned Share Options (whether or not then exercisable) shall be cancelled without the payment of any consideration therefore, and Beneficiary shall execute a deed of surrender in respect of such outstanding and unexercised Concerned Share Options

(whether or not then exercisable) to this effect in the form set forth on Appendix 3 hereto, if required to do so under the laws of their jurisdiction, with no further action required by Purchaser, the Company or Beneficiary and all of Beneficiary’s rights with respect to such Concerned Share Options shall be cancelled and extinguished in their entirety, and any agreement relating thereto shall terminate in full.

The term “Transfer” refers to any transaction, whether free of charge or against payment, whatever its nature, having the direct or indirect effect of (i) transferring, immediately or in the future, to any individual or legal entity, by way of sale, contribution, exchange, merger or in any other way, the ownership, a dismembered right of ownership, or the simple enjoyment of all or part of the Concerned Securities, (ii) granting real or personal rights over the Concerned Securities, including any promise to sell, pledge, enter into a repurchase agreement or loan relating to the Concerned Securities, or (iii) conferring on the Concerned Securities an equivalent economic interest via transactions of the equity swap or other type, whether for physical or monetary delivery, and, by extension, the verb “Transfer” refers to the carrying out of any of the operations referred to above.

The term “Security Interests” means any lien, pledge, servitude, charge, security interest, option, claim, mortgage, lease, easement, proxy, voting trust or agreement, encumbrance or any other restriction on title or transfer of any nature whatsoever on the ownership, benefit or transfer of the Concerned Securities (including any agreement having the same economic effect).

All notices or other communications hereunder shall be deemed to have been duly given and made if in writing and if served by personal delivery upon the Party for whom it is intended, if delivered by registered or certified mail, return receipt requested, or by an international courier service, or if sent by email (provided that written confirmation of receipt of email is issued to the sender of the notice), and a hard copy of such notice is also delivered by international courier service one (1) Business Day after transmission to the person at the address set forth below, or such other address as may be designated in writing hereafter, in the same manner, by such person:

(i) If to Purchaser:

Renesas Electronics Europe GmbH

c/o Renesas Electronics Corporation

3-2-24, Toyosu, Koto-ku

Tokyo 135-0061, Japan

Email: legal-notices@renesas.com

Attention: General Counsel

With a copy to (which shall not constitute a notice):

Goodwin Procter LLP

520 Broadway, Suite 500

Santa Monica, CA 90401, USA

Email: jolsen@goodwinlaw.com; jhaggerty@goodwinlaw.com;

jeanlee@goodwinlaw.com

Attention: Jon A. Olsen; John T. Haggerty; Jean A. Lee

Goodwin Procter (France) LLP

12 rue d’Astorg

75008 Paris, France

Email: wrobert@goodwinlaw.com

Attention: William Robert

(ii) If to Beneficiary, at the address of Beneficiary as set forth on the records of the Company.

The Agreement shall be binding upon the Parties, their successors and permitted assignees. It is expressly agreed that:

Each of the Parties acknowledges and agrees that it may not in any way withdraw its undertakings under the terms of this Agreement either before or after the exercise of the option by the other Party, the options and the undertakings contained therein being irrevocable and definitive.

Each Party acknowledges and agrees that in the event of a breach or non-compliance of any of its obligations provided for under this Agreement, the other Party may not be fully compensated by the award of monetary damages and that, without prejudice to any other remedies, the non-defaulting Party may seek the specific performance (exécution forcée) of the obligations provided for under this Agreement, injunctive or other equitable relief as a remedy for any such breach or non-compliance. The Parties further acknowledge and agree that any specific performance (exécution forcée) sought by a Party will constitute a balanced course of action falling outside the manifest disproportion (disproportion manifeste) exclusion set forth under Article 1221 of the French Civil Code and will therefore not create a manifest disproportion (disproportion manifeste) between the cost for a good faith defaulting Party and its interest for the other Party.

Except as otherwise provided in this Agreement or otherwise expressly agreed in writing by the Parties, each Party shall be responsible for its own costs, fees, expenses and other charges of any nature arising out or in connection with the negotiation, preparation, execution and implementation of this Agreement and any other transactions, documents and agreements referred to under this Agreement.

This Agreement constitutes the entire agreement between the Parties relating to the subject matter of this Agreement and, unless expressly otherwise provided, supersedes any previous draft, agreement, arrangement or understanding, undertaking, representation, warranty, whether in writing or not, in relation to the matters dealt with in this Agreement.

If any provision of this Agreement is held to be or become illegal, invalid or unenforceable, in whole or in part, under any law, for any reason whatsoever, it shall not affect the legality, validity or enforceability of the other provisions of this Agreement and in such case, the Parties will consult with each other and use all reasonable efforts to agree a replacement provision with a legal, valid and enforceable substitute of equivalent intended effect of such provision.

The Parties and the Company acknowledge and agree that this Agreement may be entered into by a Party in writing in electronic form. In such instance, the Parties and the Company agree that:

This Agreement shall be governed by and construed in accordance with French law.

Any dispute relating to this Agreement, in particular concerning its validity, performance or interpretation, shall be submitted to the exclusive jurisdiction of the competent Commercial Court.

[Signatures on next page]

On

APPENDIX 1

Number of Unvested Company RSAs as of 17 December 2023

APPENDIX 2

Number of Company Share Options as of 17 December 2023

APPENDIX 3

Deed of Surrender

[See next pages]

DEED OF SURRENDER

This deed (the “Deed”) is delivered and takes effect as of __________________.

Parties

Background

“Parent” means Renesas Electronics Corporation, a Japanese corporation, with its registered office at 3-2-24 Toyosu, Koto-ku, Tokyo 135-0061, Japan, registered under number 0200-01-07501.

“Parent Common Stock Price” means the average closing price of a share of Parent common stock on the Tokyo Stock Exchange over the period of the three (3) calendar months immediately prior to the calendar month in which the Parent RSU is awarded by Parent’s board.

“Parent RSU” means a restricted stock unit issued under the Parent Stock Compensation Plan.

“Parent Stock Compensation Plan” means the Renesas Electronics Corporation Terms and Conditions on Stock Compensation.

Agreed terms

The following definitions and rules of interpretation apply in this agreement.

Subject to the Employee’s receipt of the Replacement RSU, the Employee irrevocably surrenders the Original Company RSAs and all rights the Employee has or may have in respect of the Original Company RSAs.

The Employee irrevocably surrenders the Outstanding Company Share Options and all rights the Employee has or may have in respect of the Outstanding Company Share Options.

Each party agrees, at the cost of the Company, to execute all such documents and do all such acts and things as may, at any time after the date of this agreement, reasonably be required to give effect to the provisions of this agreement.

The Employee agrees that the terms of this agreement are offered by the Company in full and final settlement of all and any claims or rights of action that the Employee has or may have against the Company or their officers or employees arising out of the Company Share Options or their surrender, whether under common law, contract, statute or otherwise, whether such claims are, or could be, known to the parties or in their contemplation at the date of this agreement, in any jurisdiction, but excluding any claims by the Employee to enforce this agreement.

A person who is not a party to this agreement shall not have any rights under or in connection with it as a result of the Contracts (Rights of Third Parties) Act 1999.

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

Each party agrees to sign this agreement by electronic signature (whatever form the electronic signature takes) and that this method of signature is as conclusive of our intention to be bound by this agreement as if signed by each party’s manuscript signature.

Schedule 1

Number of Unvested Company RSAs as of 17 December 2023

Schedule 2

Number of Company Share Options as of 17 December 2023

Exhibit (a)(1)(K)

On December 18, 2023

Re: Unvested Company RSAs and Unexercised Company Share Options

Dear Sir/Madam,

Reference is made to the cash tender offer to be initiated by Renesas Electronics Europe GmbH, a limited liability company incorporated under the laws of Germany (Gesellschaft mit beschränkter Haftung – GmbH) (the “Purchaser”), of all the ordinary shares (the “Company Shares”) of Sequans Communications S.A., a public limited company (société anonyme) organized under the laws of France, whose registered office is located at Les Portes de la Défense—15-55 Boulevard Charles de Gaulle 92700 Colombes (France) registered with the Trade and Companies Register of Nanterre (R.C.S. Nanterre) under number 450 249 677 (the “Company”) (including American depositary shares representing ordinary shares (the “ADSs”)) for a price (the “Offer Price”) of $0.7575 per Company Share and $3.03 per ADS (the “Offer”) pursuant to a Memorandum of Understanding dated August 4, 2023 (as amended from time to time, the “MoU”) between the Company and Renesas Electronics Corporation, a Japanese corporation (the “Parent”).

As at the date hereof, you hold one or more of the following:

In the context of the Offer, if you hold Unvested Company RSAs, Parent shall undertake to you to promptly award, as of the time of Purchaser’s acceptance and payment for Company Shares tendered in the Offer (the “Offer Acceptance Time”), a number of restricted stock units issued under the Renesas Electronics Corporation Terms and Conditions on Stock Compensation (collectively, the “Parent RSU”) equal to:

SEQUANS Communications – Société Anonyme au capital de 2.415.738,14 euros

RCS Nanterre – SIRET 45024967700037

Les Portes de la Défense – Hall A, 15-55 Boulevard Charles de Gaulle, 92700 Colombes, France

Tel: +33 (0)1 70 72 16 00 – Fax: +33 (0)1 70 72 16 09

MKT-FM-006-R18

provided that you execute the Equity Award Cancellation Agreement in the form attached hereto as Exhibit A (the “Cancellation Agreement”), pursuant to which you shall irrevocably undertake, conditional on the consummation of the Offer:

Details of the Offer and on how your Company Shares may be tendered to the Offer can be found here:

https://www.sec.gov/Archives/edgar/data/1383395/000119312523231944/d543505dex99a1a.htm ;

and here: https://www.sec.gov/Archives/edgar/data/1383395/000119312523231948/d535148dsc14d9.htm#toc535148_3 .

If you do not tender all of your Company Shares and ADSs to the Offer, or you do not execute the Cancellation Agreement to irrevocably undertake the foregoing, you will not be entitled to the Parent RSU described above.

The sale of your Company Shares and ADSs and the effectiveness of the Cancellation Agreement are subject to the satisfaction of the conditions set forth in this letter and those described in the Cancellation Agreement, including the satisfaction of the Minimum Condition (as defined by article 8.1 of the MoU).

If you wish to obtain the Parent RSU for your Unvested Company RSAs, you must execute and deliver the Cancellation Agreement attached as Exhibit A electronically no later than January 9, 11:59pm (NYC time) or such later deadline as may be extended by Purchaser (the “Acceptance Deadline”). If Purchaser elects to extend the Acceptance Deadline beyond the date identified above, the Company will notify you as soon as possible. Any extension will not impact a previously delivered Cancellation Agreement, unless otherwise indicated by Purchaser.

The tax implications of tendering your Company Shares in the Offer, cancelling your Unvested Company RSAs and cancelling your Company Shares Options are complex and you are encouraged to consult with your own legal and tax advisors, accountant, and/or financial advisor before entering into the Cancellation Agreement or tendering your Company Shares in the Offer.

SEQUANS Communications – Société Anonyme au capital de 2.415.738,14 euros

RCS Nanterre – SIRET 45024967700037

Les Portes de la Défense – Hall A, 15-55 Boulevard Charles de Gaulle, 92700 Colombes, France

Tel: +33 (0)1 70 72 16 00 – Fax: +33 (0)1 70 72 16 09

MKT-FM-006-R18

SEQUANS Communications – Société Anonyme au capital de 2.415.738,14 euros

RCS Nanterre – SIRET 45024967700037

Les Portes de la Défense – Hall A, 15-55 Boulevard Charles de Gaulle, 92700 Colombes, France

Tel: +33 (0)1 70 72 16 00 – Fax: +33 (0)1 70 72 16 09

MKT-FM-006-R18

EXHIBIT A

CANCELLATION AGREEMENT

[See following pages]

SEQUANS Communications – Société Anonyme au capital de 2.415.738,14 euros

RCS Nanterre – SIRET 45024967700037

Les Portes de la Défense – Hall A, 15-55 Boulevard Charles de Gaulle, 92700 Colombes, France

Tel: +33 (0)1 70 72 16 00 – Fax: +33 (0)1 70 72 16 09

MKT-FM-006-R18

EQUITY AWARD CANCELLATION AGREEMENT

(Taiwan)

BETWEEN THE UNDERSIGNED

Renesas Electronics Europe GmbH, a limited liability company under the Laws of Germany (Gesellschaft mit beschränkter Haftung—GmbH) with its registered office at Arcadiastrasse 10 – 40472 Düsseldorf, Germany, registered with the German trade register under number HRB 3708 (the “Purchaser”);

AND

The beneficiary party to this Agreement and set forth on the signature page hereto (the “Beneficiary”).

Purchaser and Beneficiary are hereinafter referred to individually as a “Party” and collectively as the “Parties”.

IN THE PRESENCE OF

Sequans Communications S.A., a French limited company (société anonyme) with its registered office at Les Portes de la Défense—15-55 Boulevard Charles de Gaulle 92700 Colombes (France), registered with the Trade and Companies Register of Nanterre (R.C.S. Nanterre) under number 450 249 677 (including any successor thereto, the “Company”).

RECITALS

IT IS AGREED AND DETERMINED AS FOLLOWS:

Beneficiary hereby agrees to validly tender (or cause to be validly tendered) into the Offer all Company Shares or ADSs owned by Beneficiary as of the date of this Agreement and all additional Company Shares or ADSs of which Beneficiary acquires ownership prior to the time of Purchaser’s acceptance and payment for Company Shares tendered in the Offer (the “Offer Acceptance Time”), including as a result of the exercise of vested Company Share Options or the vesting of Company RSAs.

“Parent RSU” means a restricted stock unit issued under the Parent Stock Compensation Plan.

“Parent Stock Compensation Plan” means the Renesas Electronics Corporation Terms and Conditions on Stock Compensation.

The Parent RSU Grant shall be subject to the following vesting schedule:

In addition, in the event that Beneficiary is dismissed by the Company within six (6) months of the Offer Acceptance Time, other than for misconduct or gross negligence, then all unvested Parent RSUs subject to Beneficiary’s grant shall vest immediately upon the date of employment contract termination as a result of said dismissal.

The Parent RSU Grant shall be subject to the terms and conditions set forth in the Parent Stock Compensation Plan and the related grant notice; provided that the Parent RSU Grant shall not be subject to any lock-up period.

In addition, in the event that Beneficiary is dismissed by the Company after the Offer Acceptance Time but before the issuance of the Parent RSU Grant, other than for misconduct or gross negligence, then Purchaser undertakes to pay (or cause to be paid) to Beneficiary upon the date of employment contract termination as a result of such dismissal an amount equal to (A) the number of Unvested Company RSAs held by Beneficiary as of the Offer Acceptance Time, multiplied by (B) the applicable Offer Price (for the avoidance of doubt, in addition to any other amounts that may be due to Beneficiary in connection with such dismissal).

The Purchaser and the Company or any affiliate in Purchaser’s group (as applicable) shall determine and withhold the amount of any withholding or other federal, state, or local taxes, including, but not limited to, income or excise taxes and social security charges or contributions, required to be withheld (for or on behalf of Beneficiary) upon the Parent RSU Grant (or payment in lieu thereof). Such withholding can be made from any payment due by the Purchaser or the Company to the relevant Beneficiary. For the avoidance of doubt, Purchaser shall be solely responsible (without withholding from Beneficiary) for the payment of any employer’s portion of social security charges, payroll taxes or contributions that would be due by the employer of the Beneficiary.

Beneficiary acknowledges and agrees that, effective as of the Offer Acceptance Time, all outstanding and unexercised Concerned Share Options (whether or not then exercisable) shall be cancelled without the payment of any consideration therefore, with no further action required by Purchaser, the Company or Beneficiary and all of Beneficiary’s rights with respect to such Concerned Share Options shall be cancelled and extinguished in their entirety, and any agreement relating thereto shall terminate in full.

The term “Transfer” refers to any transaction, whether free of charge or against payment, whatever its nature, having the direct or indirect effect of (i) transferring, immediately or in the future, to any individual or legal entity, by way of sale, contribution, exchange, merger or in any other way, the ownership, a dismembered right of ownership, or the simple enjoyment of all or part of the Concerned Securities, (ii) granting real or personal rights over the Concerned Securities, including any promise to sell, pledge, enter into a repurchase agreement or loan relating to the Concerned Securities, or (iii) conferring on the Concerned Securities an equivalent economic interest via transactions of the equity swap or other type, whether for physical or monetary delivery, and, by extension, the verb “Transfer” refers to the carrying out of any of the operations referred to above.

The term “Security Interests” means any lien, pledge, servitude, charge, security interest, option, claim, mortgage, lease, easement, proxy, voting trust or agreement, encumbrance or any other restriction on title or transfer of any nature whatsoever on the ownership, benefit or transfer of the Concerned Securities (including any agreement having the same economic effect).

All notices or other communications hereunder shall be deemed to have been duly given and made if in writing and if served by personal delivery upon the Party for whom it is intended, if delivered by registered or certified mail, return receipt requested, or by an international courier service, or if sent by email (provided that written confirmation of receipt of email is issued to the sender of the notice), and a hard copy of such notice is also delivered by international courier service one (1) Business Day after transmission to the person at the address set forth below, or such other address as may be designated in writing hereafter, in the same manner, by such person:

(i) If to Purchaser:

Renesas Electronics Europe GmbH

c/o Renesas Electronics Corporation

3-2-24, Toyosu, Koto-ku

Tokyo 135-0061, Japan

Email: legal-notices@renesas.com

Attention: General Counsel

With a copy to (which shall not constitute a notice):

Goodwin Procter LLP

520 Broadway, Suite 500

Santa Monica, CA 90401, USA

Email: jolsen@goodwinlaw.com; jhaggerty@goodwinlaw.com;

jeanlee@goodwinlaw.com

Attention: Jon A. Olsen; John T. Haggerty; Jean A. Lee

Goodwin Procter (France) LLP

12 rue d’Astorg

75008 Paris, France

Email: wrobert@goodwinlaw.com

Attention: William Robert

(ii) If to Beneficiary, at the address of Beneficiary as set forth on the records of the Company.

The Agreement shall be binding upon the Parties, their successors and permitted assignees. It is expressly agreed that:

Each of the Parties acknowledges and agrees that it may not in any way withdraw its undertakings under the terms of this Agreement either before or after the exercise of the option by the other Party, the options and the undertakings contained therein being irrevocable and definitive.

Each Party acknowledges and agrees that in the event of a breach or non-compliance of any of its obligations provided for under this Agreement, the other Party may not be fully compensated by the award of monetary damages and that, without prejudice to any other remedies, the non-defaulting Party may seek the specific performance (exécution forcée) of the obligations provided for under this Agreement, injunctive or other equitable relief as a remedy for any such breach or non-compliance. The Parties further acknowledge and agree that any specific performance (exécution forcée) sought by a Party will constitute a balanced course of action falling outside the manifest disproportion (disproportion manifeste) exclusion set forth under Article 1221 of the French Civil Code and will therefore not create a manifest disproportion (disproportion manifeste) between the cost for a good faith defaulting Party and its interest for the other Party.

Except as otherwise provided in this Agreement or otherwise expressly agreed in writing by the Parties, each Party shall be responsible for its own costs, fees, expenses and other charges of any nature arising out or in connection with the negotiation, preparation, execution and implementation of this Agreement and any other transactions, documents and agreements referred to under this Agreement.

This Agreement constitutes the entire agreement between the Parties relating to the subject matter of this Agreement and, unless expressly otherwise provided, supersedes any previous draft, agreement, arrangement or understanding, undertaking, representation, warranty, whether in writing or not, in relation to the matters dealt with in this Agreement.

If any provision of this Agreement is held to be or become illegal, invalid or unenforceable, in whole or in part, under any law, for any reason whatsoever, it shall not affect the legality, validity or enforceability of the other provisions of this Agreement and in such case, the Parties will consult with each other and use all reasonable efforts to agree a replacement provision with a legal, valid and enforceable substitute of equivalent intended effect of such provision.

The Parties and the Company acknowledge and agree that this Agreement may be entered into by a Party in writing in electronic form. In such instance, the Parties and the Company agree that:

This Agreement shall be governed by and construed in accordance with French law.

Any dispute relating to this Agreement, in particular concerning its validity, performance or interpretation, shall be submitted to the exclusive jurisdiction of the competent Commercial Court.

[Signatures on next page]

On

APPENDIX 1

Number of Unvested Company RSAs as of 17 December 2023

APPENDIX 2

Number of Company Share Options as of 17 December 2023

Exhibit (a)(1)(L)

Re: Unvested Company RSAs and Unexercised Company Share Options

Dear Sir/Madam,

Reference is made to the cash tender offer to be initiated by Renesas Electronics Europe GmbH, a limited liability company incorporated under the laws of Germany (Gesellschaft mit beschränkter Haftung – GmbH) (the “Purchaser”), of all the ordinary shares (the “Company Shares”) of Sequans Communications S.A., a public limited company (société anonyme) organized under the laws of France, whose registered office is located at Les Portes de la Défense—15-55 Boulevard Charles de Gaulle 92700 Colombes (France) registered with the Trade and Companies Register of Nanterre (R.C.S. Nanterre) under number 450 249 677 (the “Company”) (including American depositary shares representing ordinary shares (the “ADSs”)) for a price (the “Offer Price”) of $0.7575 per Company Share and $3.03 per ADS (the “Offer”) pursuant to a Memorandum of Understanding dated August 4, 2023 (as amended from time to time, the “MoU”) between the Company and Renesas Electronics Corporation, a Japanese corporation (the “Parent”).

As at the date hereof, you hold one or more of the following:

In the context of the Offer, if you hold Unvested Company RSAs, Parent shall undertake to you to promptly award, as of the time of Purchaser’s acceptance and payment for Company Shares tendered in the Offer (the “Offer Acceptance Time”), a number of restricted stock units issued under the Renesas Electronics Corporation Terms and Conditions on Stock Compensation (collectively, the “Parent RSU”) equal to:

SEQUANS Communications – Société Anonyme au capital de 2.415.738,14 euros

RCS Nanterre – SIRET 45024967700037

Les Portes de la Défense – Hall A, 15-55 Boulevard Charles de Gaulle, 92700 Colombes, France

Tel: +33 (0)1 70 72 16 00 – Fax: +33 (0)1 70 72 16 09

MKT-FM-006-R18

provided that you execute the Equity Award Cancellation Agreement in the form attached hereto as Exhibit A (the “Cancellation Agreement”), pursuant to which you shall irrevocably undertake, conditional on the consummation of the Offer:

Details of the Offer and on how your Company Shares may be tendered to the Offer can be found here:

https://www.sec.gov/Archives/edgar/data/1383395/000119312523231944/d543505dex99a1a.htm;

and here: https://www.sec.gov/Archives/edgar/data/1383395/000119312523231948/d535148dsc14d9.htm#toc535148_3 .

If you do not tender all of your Company Shares and ADSs to the Offer, or you do not execute the Cancellation Agreement to irrevocably undertake the foregoing, you will not be entitled to the Parent RSU described above.

The sale of your Company Shares and ADSs and the effectiveness of the Cancellation Agreement are subject to the satisfaction of the conditions set forth in this letter and those described in the Cancellation Agreement, including the satisfaction of the Minimum Condition (as defined by article 8.1 of the MoU).

If you wish to obtain the Parent RSU for your Unvested Company RSAs, you must execute and deliver the Cancellation Agreement attached as Exhibit A electronically no later than January 9, 11:59pm (NYC time) or such later deadline as may be extended by Purchaser (the “Acceptance Deadline”). If Purchaser elects to extend the Acceptance Deadline beyond the date identified above, the Company will notify you as soon as possible. Any extension will not impact a previously delivered Cancellation Agreement, unless otherwise indicated by Purchaser.

The tax implications of tendering your Company Shares in the Offer, cancelling your Unvested Company RSAs and cancelling your Company Shares Options are complex and you are encouraged to consult with your own legal and tax advisors, accountant, and/or financial advisor before entering into the Cancellation Agreement or tendering your Company Shares in the Offer.

SEQUANS Communications – Société Anonyme au capital de 2.415.738,14 euros

RCS Nanterre – SIRET 45024967700037

Les Portes de la Défense – Hall A, 15-55 Boulevard Charles de Gaulle, 92700 Colombes, France

Tel: +33 (0)1 70 72 16 00 – Fax: +33 (0)1 70 72 16 09

MKT-FM-006-R18

SEQUANS Communications – Société Anonyme au capital de 2.415.738,14 euros

RCS Nanterre – SIRET 45024967700037

Les Portes de la Défense – Hall A, 15-55 Boulevard Charles de Gaulle, 92700 Colombes, France

Tel: +33 (0)1 70 72 16 00 – Fax: +33 (0)1 70 72 16 09

MKT-FM-006-R18

EXHIBIT A

CANCELLATION AGREEMENT

[See following pages]

SEQUANS Communications – Société Anonyme au capital de 2.415.738,14 euros

RCS Nanterre – SIRET 45024967700037

Les Portes de la Défense – Hall A, 15-55 Boulevard Charles de Gaulle, 92700 Colombes, France

Tel: +33 (0)1 70 72 16 00 – Fax: +33 (0)1 70 72 16 09

MKT-FM-006-R18

EQUITY AWARD CANCELLATION AGREEMENT

(Singapore)

BETWEEN THE UNDERSIGNED

Renesas Electronics Europe GmbH, a limited liability company under the Laws of Germany (Gesellschaft mit beschränkter Haftung—GmbH) with its registered office at Arcadiastrasse 10 – 40472 Düsseldorf, Germany, registered with the German trade register under number HRB 3708 (the “Purchaser”);

AND

The beneficiary party to this Agreement and set forth on the signature page hereto (the “Beneficiary”).

Purchaser and Beneficiary are hereinafter referred to individually as a “Party” and collectively as the “Parties”.

IN THE PRESENCE OF

Sequans Communications S.A., a French limited company (société anonyme) with its registered office at Les Portes de la Défense—15-55 Boulevard Charles de Gaulle 92700 Colombes (France), registered with the Trade and Companies Register of Nanterre (R.C.S. Nanterre) under number 450 249 677 (including any successor thereto, the “Company”).

RECITALS

IT IS AGREED AND DETERMINED AS FOLLOWS:

Beneficiary hereby agrees to validly tender (or cause to be validly tendered) into the Offer all Company Shares or ADSs owned by Beneficiary as of the date of this Agreement and all additional Company Shares or ADSs of which Beneficiary acquires ownership prior to the time of Purchaser’s acceptance and payment for Company Shares tendered in the Offer (the “Offer Acceptance Time”), including as a result of the exercise of vested Company Share Options or the vesting of Company RSAs.

“Parent RSU” means a restricted stock unit issued under the Parent Stock Compensation Plan.

“Parent Stock Compensation Plan” means the Renesas Electronics Corporation Terms and Conditions on Stock Compensation.

The Parent RSU Grant shall be subject to the following vesting schedule:

In addition, in the event that Beneficiary is dismissed by the Company within six (6) months of the Offer Acceptance Time, other than for misconduct or gross negligence, then all unvested Parent RSUs subject to Beneficiary’s grant shall vest immediately upon the date of employment contract termination as a result of said dismissal.

The Parent RSU Grant shall be subject to the terms and conditions set forth in the Parent Stock Compensation Plan and the related grant notice; provided that the Parent RSU Grant shall not be subject to any lock-up period.

In addition, in the event that Beneficiary is dismissed by the Company after the Offer Acceptance Time but before the issuance of the Parent RSU Grant, other than for misconduct or gross negligence, then Purchaser undertakes to pay (or cause to be paid) to Beneficiary upon the date of employment contract termination as a result of such dismissal an amount equal to (A) the number of Unvested Company RSAs held by Beneficiary as of the Offer Acceptance Time, multiplied by (B) the applicable Offer Price (for the avoidance of doubt, in addition to any other amounts that may be due to Beneficiary in connection with such dismissal).

The Purchaser and the Company or any affiliate in Purchaser’s group (as applicable) shall determine and withhold the amount of any withholding or other federal, state, or local taxes, including, but not limited to, income or excise taxes and social security charges or contributions, required to be withheld (for or on behalf of Beneficiary) upon the Parent RSU Grant (or payment in lieu thereof). Such withholding can be made from any payment due by the Purchaser or the Company to the relevant Beneficiary. For the avoidance of doubt, Purchaser shall be solely responsible (without withholding from Beneficiary) for the payment of any employer’s portion of social security charges, payroll taxes or contributions that would be due by the employer of the Beneficiary.

Beneficiary acknowledges and agrees that, effective as of the Offer Acceptance Time, all outstanding and unexercised Concerned Share Options (whether or not then exercisable) shall be cancelled without the payment of any consideration therefore, with no further action required by Purchaser, the Company or Beneficiary and all of Beneficiary’s rights with respect to such Concerned Share Options shall be cancelled and extinguished in their entirety, and any agreement relating thereto shall terminate in full.

The term “Transfer” refers to any transaction, whether free of charge or against payment, whatever its nature, having the direct or indirect effect of (i) transferring, immediately or in the future, to any individual or legal entity, by way of sale, contribution, exchange, merger or in any other way, the ownership, a dismembered right of ownership, or the simple enjoyment of all or part of the Concerned Securities, (ii) granting real or personal rights over the Concerned Securities, including any promise to sell, pledge, enter into a repurchase agreement or loan relating to the Concerned Securities, or (iii) conferring on the Concerned Securities an equivalent economic interest via transactions of the equity swap or other type, whether for physical or monetary delivery, and, by extension, the verb “Transfer” refers to the carrying out of any of the operations referred to above.

The term “Security Interests” means any lien, pledge, servitude, charge, security interest, option, claim, mortgage, lease, easement, proxy, voting trust or agreement, encumbrance or any other restriction on title or transfer of any nature whatsoever on the ownership, benefit or transfer of the Concerned Securities (including any agreement having the same economic effect).

All notices or other communications hereunder shall be deemed to have been duly given and made if in writing and if served by personal delivery upon the Party for whom it is intended, if delivered by registered or certified mail, return receipt requested, or by an international courier service, or if sent by email (provided that written confirmation of receipt of email is issued to the sender of the notice), and a hard copy of such notice is also delivered by international courier service one (1) Business Day after transmission to the person at the address set forth below, or such other address as may be designated in writing hereafter, in the same manner, by such person:

(i) If to Purchaser:

Renesas Electronics Europe GmbH

c/o Renesas Electronics Corporation

3-2-24, Toyosu, Koto-ku

Tokyo 135-0061, Japan

Email: legal-notices@renesas.com

Attention: General Counsel

With a copy to (which shall not constitute a notice):

Goodwin Procter LLP

520 Broadway, Suite 500

Santa Monica, CA 90401, USA

Email: jolsen@goodwinlaw.com; jhaggerty@goodwinlaw.com;

jeanlee@goodwinlaw.com

Attention: Jon A. Olsen; John T. Haggerty; Jean A. Lee

Goodwin Procter (France) LLP

12 rue d’Astorg

75008 Paris, France

Email: wrobert@goodwinlaw.com

Attention: William Robert

(ii) If to Beneficiary, at the address of Beneficiary as set forth on the records of the Company.

The Agreement shall be binding upon the Parties, their successors and permitted assignees. It is expressly agreed that:

Each of the Parties acknowledges and agrees that it may not in any way withdraw its undertakings under the terms of this Agreement either before or after the exercise of the option by the other Party, the options and the undertakings contained therein being irrevocable and definitive.

Each Party acknowledges and agrees that in the event of a breach or non-compliance of any of its obligations provided for under this Agreement, the other Party may not be fully compensated by the award of monetary damages and that, without prejudice to any other remedies, the non-defaulting Party may seek the specific performance (exécution forcée) of the obligations provided for under this Agreement, injunctive or other equitable relief as a remedy for any such breach or non-compliance. The Parties further acknowledge and agree that any specific performance (exécution forcée) sought by a Party will constitute a balanced course of action falling outside the manifest disproportion (disproportion manifeste) exclusion set forth under Article 1221 of the French Civil Code and will therefore not create a manifest disproportion (disproportion manifeste) between the cost for a good faith defaulting Party and its interest for the other Party.

Except as otherwise provided in this Agreement or otherwise expressly agreed in writing by the Parties, each Party shall be responsible for its own costs, fees, expenses and other charges of any nature arising out or in connection with the negotiation, preparation, execution and implementation of this Agreement and any other transactions, documents and agreements referred to under this Agreement.

This Agreement constitutes the entire agreement between the Parties relating to the subject matter of this Agreement and, unless expressly otherwise provided, supersedes any previous draft, agreement, arrangement or understanding, undertaking, representation, warranty, whether in writing or not, in relation to the matters dealt with in this Agreement.

If any provision of this Agreement is held to be or become illegal, invalid or unenforceable, in whole or in part, under any law, for any reason whatsoever, it shall not affect the legality, validity or enforceability of the other provisions of this Agreement and in such case, the Parties will consult with each other and use all reasonable efforts to agree a replacement provision with a legal, valid and enforceable substitute of equivalent intended effect of such provision.

Beneficiary acknowledges that the Parent Stock Compensation Plan has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the Parent Stock Compensation Plan and any other document or material in connection with the offer or sale, or invitation for subscription or purchase of the shares in the Parent may not be circulated or distributed, nor may the shares in the Parent be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than pursuant to, and in accordance with the conditions of, an exemption under any provision (other than Section 280) of Subdivision (4) of Division 1 of Part XIII of the Securities and Futures Act, Chapter 289 of Singapore. The Parent RSU is a prescribed capital markets product (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notices SFA 04-N12 and FAA-N16).

The Parties and the Company acknowledge and agree that this Agreement may be entered into by a Party in writing in electronic form. In such instance, the Parties and the Company agree that:

This Agreement shall be governed by and construed in accordance with French law.

Any dispute relating to this Agreement, in particular concerning its validity, performance or interpretation, shall be submitted to the exclusive jurisdiction of the competent Commercial Court.

[Signatures on next page]

On

APPENDIX 1

Number of Unvested Company RSAs as of 17 December 2023

APPENDIX 2

Number of Company Share Options as of 17 December 2023

Exhibit (a)(1)(M)

Re: Unvested Company RSAs and Unexercised Company Share Options

Dear Sir/Madam,

Reference is made to the cash tender offer to be initiated by Renesas Electronics Europe GmbH, a limited liability company incorporated under the laws of Germany (Gesellschaft mit beschränkter Haftung – GmbH) (the “Purchaser”), of all the ordinary shares (the “Company Shares”) of Sequans Communications S.A., a public limited company (société anonyme) organized under the laws of France, whose registered office is located at Les Portes de la Défense—15-55 Boulevard Charles de Gaulle 92700 Colombes (France) registered with the Trade and Companies Register of Nanterre (R.C.S. Nanterre) under number 450 249 677 (the “Company”) (including American depositary shares representing ordinary shares (the “ADSs”)) for a price (the “Offer Price”) of $0.7575 per Company Share and $3.03 per ADS (the “Offer”) pursuant to a Memorandum of Understanding dated August 4, 2023 (as amended from time to time, the “MoU”) between the Company and Renesas Electronics Corporation, a Japanese corporation (the “Parent”).

As at the date hereof, you hold one or more of the following:

In the context of the Offer, if you hold Unvested Company RSAs, Parent shall undertake to you to promptly award, as of the time of Purchaser’s acceptance and payment for Company Shares tendered in the Offer (the “Offer Acceptance Time”), a number of restricted stock units issued under the Renesas Electronics Corporation Terms and Conditions on Stock Compensation (collectively, the “Parent RSU”) equal to:

SEQUANS Communications – Société Anonyme au capital de 2.415.738,14 euros

RCS Nanterre – SIRET 45024967700037

Les Portes de la Défense – Hall A, 15-55 Boulevard Charles de Gaulle, 92700 Colombes, France

Tel: +33 (0)1 70 72 16 00 – Fax: +33 (0)1 70 72 16 09

MKT-FM-006-R18

provided that you execute the Equity Award Cancellation Agreement in the form attached hereto as Exhibit A (the “Cancellation Agreement”), pursuant to which you shall irrevocably undertake, conditional on the consummation of the Offer:

Details of the Offer and on how your Company Shares may be tendered to the Offer can be found here:

https://www.sec.gov/Archives/edgar/data/1383395/000119312523231944/d543505dex99a1a.htm ;

and here:

https://www.sec.gov/Archives/edgar/data/1383395/000119312523231948/d535148dsc14d9.htm#toc535148_3 .

If you do not tender all of your Company Shares and ADSs to the Offer, or you do not execute the Cancellation Agreement to irrevocably undertake the foregoing, you will not be entitled to the Parent RSU described above.

The sale of your Company Shares and ADSs and the effectiveness of the Cancellation Agreement are subject to the satisfaction of the conditions set forth in this letter and those described in the Cancellation Agreement, including the satisfaction of the Minimum Condition (as defined by article 8.1 of the MoU).

If you wish to obtain the Parent RSU for your Unvested Company RSAs, you must execute and deliver the Cancellation Agreement attached as Exhibit A electronically no later than January 9, 11:59pm (NYC time) or such later deadline as may be extended by Purchaser (the “Acceptance Deadline”). If Purchaser elects to extend the Acceptance Deadline beyond the date identified above, the Company will notify you as soon as possible. Any extension will not impact a previously delivered Cancellation Agreement, unless otherwise indicated by Purchaser.

The tax implications of tendering your Company Shares in the Offer, cancelling your Unvested Company RSAs and cancelling your Company Shares Options are complex and you are encouraged to consult with your own legal and tax advisors, accountant, and/or financial advisor before entering into the Cancellation Agreement or tendering your Company Shares in the Offer.

SEQUANS Communications – Société Anonyme au capital de 2.415.738,14 euros

RCS Nanterre – SIRET 45024967700037

Les Portes de la Défense – Hall A, 15-55 Boulevard Charles de Gaulle, 92700 Colombes, France

Tel: +33 (0)1 70 72 16 00 – Fax: +33 (0)1 70 72 16 09

MKT-FM-006-R18

SEQUANS Communications – Société Anonyme au capital de 2.415.738,14 euros

RCS Nanterre – SIRET 45024967700037

Les Portes de la Défense – Hall A, 15-55 Boulevard Charles de Gaulle, 92700 Colombes, France

Tel: +33 (0)1 70 72 16 00 – Fax: +33 (0)1 70 72 16 09

MKT-FM-006-R18

EXHIBIT A

CANCELLATION AGREEMENT

[See following pages]

SEQUANS Communications – Société Anonyme au capital de 2.415.738,14 euros

RCS Nanterre – SIRET 45024967700037

Les Portes de la Défense – Hall A, 15-55 Boulevard Charles de Gaulle, 92700 Colombes, France

Tel: +33 (0)1 70 72 16 00 – Fax: +33 (0)1 70 72 16 09

MKT-FM-006-R18

EQUITY AWARD CANCELLATION AGREEMENT

(Israel)

BETWEEN THE UNDERSIGNED

Renesas Electronics Europe GmbH, a limited liability company under the Laws of Germany (Gesellschaft mit beschränkter Haftung—GmbH) with its registered office at Arcadiastrasse 10 – 40472 Düsseldorf, Germany, registered with the German trade register under number HRB 3708 (the “Purchaser”);

AND

The beneficiary party to this Agreement and set forth on the signature page hereto (the “Beneficiary”).

Purchaser and Beneficiary are hereinafter referred to individually as a “Party” and collectively as the “Parties”.

IN THE PRESENCE OF

Sequans Communications S.A., a French limited company (société anonyme) with its registered office at Les Portes de la Défense—15-55 Boulevard Charles de Gaulle 92700 Colombes (France), registered with the Trade and Companies Register of Nanterre (R.C.S. Nanterre) under number 450 249 677 (including any successor thereto, the “Company”).

RECITALS

IT IS AGREED AND DETERMINED AS FOLLOWS:

Beneficiary hereby agrees to validly tender (or cause to be validly tendered) into the Offer all Company Shares or ADSs owned by Beneficiary as of the date of this Agreement and all additional Company Shares or ADSs of which Beneficiary acquires ownership prior to the time of Purchaser’s acceptance and payment for Company Shares tendered in the Offer (the “Offer Acceptance Time”), including as a result of the exercise of vested Company Share Options or the vesting of Company RSAs.

Beneficiary further confirms that any payment made by Purchaser for the benefit of Beneficiary with respect to Company Shares or ADSs issued as a result of the exercise of vested Company Share Options or the vesting of Company RSAs shall be transferred to the Trustee as further detailed below.

“Parent RSU” means a restricted stock unit issued under the Parent Stock Compensation Plan.

“Parent Stock Compensation Plan” means the Renesas Electronics Corporation Terms and Conditions on Stock Compensation.

The Parent RSU Grant shall be subject to the following vesting schedule:

In addition, in the event that Beneficiary is dismissed by the Company within six (6) months of the Offer Acceptance Time, other than for misconduct or gross negligence, then all unvested Parent RSUs subject to Beneficiary’s grant shall vest immediately upon the date of employment contract termination as a result of said dismissal.

The Parent RSU Grant shall be subject to the terms and conditions set forth in the Parent Stock Compensation Plan and the related grant notice; provided that the Parent RSU Grant shall not be subject to any lock-up period, other than as required under applicable law, including the ITO.

In addition, in the event that Beneficiary is dismissed by the Company after the Offer Acceptance Time but before the issuance of the Parent RSU Grant, other than for misconduct or gross negligence, then Purchaser undertakes to pay (or cause to be paid) to Beneficiary upon the date of employment contract termination as a result of such dismissal an amount equal to (A) the number of Unvested Company RSAs held by Beneficiary as of the Offer Acceptance Time, multiplied by (B) the applicable Offer Price (for the avoidance of doubt, in addition to any other amounts that may be due to Beneficiary in connection with such dismissal).

The Purchaser, the Trustee, the Parent Trustee, the Company or any affiliate in Purchaser’s group (as applicable) shall determine and withhold the amount of any withholding or other federal, state, or local taxes, including, but not limited to, income or excise taxes and social security charges or contributions, required to be withheld (for or on behalf of the Beneficiary and to the extent so required under the applicable law) upon the Parent RSU Grant. Such withholding can be made from any payment due by the Purchaser or the Company to the relevant Beneficiary. For the avoidance of doubt, Purchaser shall be solely responsible (without withholding from Beneficiary) for the payment of any employer’s portion of social security charges, payroll taxes or contributions that would be due by the employer of the Beneficiary.

Without derogating from any of the foregoing, Beneficiary acknowledges and agrees that Purchaser shall transfer to the Trustee any and all cash on account of (i) validly tendered Company Shares or ADSs issued as a result of the exercise of vested Company Share Options or the vesting of Company RSAs and owned by Beneficiary as of the date of this Agreement and (ii) any additional Company Shares or ADSs of which Beneficiary acquires ownership prior to the Offer Acceptance Time as a result of the exercise of vested Company Share Options or the vesting of Company RSAs. The Trustee shall have the right to deduct from any cash consideration received by the Trustee for the benefit of Beneficiary any amount required to be withheld from all cash or other consideration received by the Trustee under applicable law, including the ITO or any tax pre-ruling received by the Company, the Trustee or the Parent Trustee from any consideration paid or payable to Beneficiary (including on account of the Parent RSU Grant), at the maximum rate required based on the Trustee’s sole discretion. In addition, in the event that the Trustee does not hold enough cash to cover the amounts required to be withheld based on the Trustee’s sole discretion, the Trustee may require the Beneficiary to provide the Trustee with cash in an amount sufficient to cover the tax due to be withheld, as a condition to Beneficiary’s right to receive any consideration. In the event that notwithstanding the above, at the time withholding payments are required to be made to the applicable tax authority, the Trustee does not have enough cash to make such withholding payment, the Trustee and Purchaser may forfeit and cancel or cause the forfeiture and cancellation of any portion of the consideration for which withholding has not been made.

Beneficiary acknowledges and confirms that it has no claims, and hereby irrevocably waives, releases and discharges the Company, Parent, the Trustee and the Parent Trustee from and against any claims or demands against the Company, Parent, the Trustee or the Parent Trustee, in each case, in connection with the Company’s, the Parent’s, the Trustee’s or the Parent Trustee’s actions pursuant to the foregoing.

Beneficiary agrees to indemnify and hold harmless the Company, the Parent, the Trustee and the Parent Trustee for any and all payments made by any of the Company, the Parent, the Trustee or the Parent Trustee with respect to withholding taxes.

Beneficiary acknowledges and agrees that, effective as of the Offer Acceptance Time, all outstanding and unexercised Concerned Share Options (whether or not then exercisable) shall be cancelled without the payment of any consideration therefore, with no further action required by Purchaser, the Company or Beneficiary and all of Beneficiary’s rights with respect to such Concerned Share Options shall be cancelled and extinguished in their entirety, and any agreement relating thereto shall terminate in full.

The term “Transfer” refers to any transaction, whether free of charge or against payment, whatever its nature, having the direct or indirect effect of (i) transferring, immediately or in the future, to any individual or legal entity, by way of sale, contribution, exchange, merger or in any other way, the ownership, a dismembered right of ownership, or the simple enjoyment of all or part of the Concerned Securities, (ii) granting real or personal rights over the Concerned Securities, including any promise to sell, pledge, enter into a repurchase agreement or loan relating to the Concerned Securities, or (iii) conferring on the Concerned Securities an equivalent economic interest via transactions of the equity swap or other type, whether for physical or monetary delivery, and, by extension, the verb “Transfer” refers to the carrying out of any of the operations referred to above.

The term “Security Interests” means any lien, pledge, servitude, charge, security interest, option, claim, mortgage, lease, easement, proxy, voting trust or agreement, encumbrance or any other restriction on title or transfer of any nature whatsoever on the ownership, benefit or transfer of the Concerned Securities (including any agreement having the same economic effect).

All notices or other communications hereunder shall be deemed to have been duly given and made if in writing and if served by personal delivery upon the Party for whom it is intended, if delivered by registered or certified mail, return receipt requested, or by an international courier service, or if sent by email (provided that written confirmation of receipt of email is issued to the sender of the notice), and a hard copy of such notice is also delivered by international courier service one (1) Business Day after transmission to the person at the address set forth below, or such other address as may be designated in writing hereafter, in the same manner, by such person:

(i) If to Purchaser:

Renesas Electronics Europe GmbH

c/o Renesas Electronics Corporation

3-2-24, Toyosu, Koto-ku

Tokyo 135-0061, Japan

Email: legal-notices@renesas.com

Attention: General Counsel

With a copy to (which shall not constitute a notice):

Goodwin Procter LLP

520 Broadway, Suite 500

Santa Monica, CA 90401, USA

Email: jolsen@goodwinlaw.com; jhaggerty@goodwinlaw.com;

jeanlee@goodwinlaw.com

Attention: Jon A. Olsen; John T. Haggerty; Jean A. Lee

Goodwin Procter (France) LLP

12 rue d’Astorg

75008 Paris, France

Email: wrobert@goodwinlaw.com

Attention: William Robert

(ii) If to Beneficiary, at the address of Beneficiary as set forth on the records of the Company.

The Agreement shall be binding upon the Parties, their successors and permitted assignees. It is expressly agreed that:

Each of the Parties acknowledges and agrees that it may not in any way withdraw its undertakings under the terms of this Agreement either before or after the exercise of the option by the other Party, the options and the undertakings contained therein being irrevocable and definitive.

Each Party acknowledges and agrees that in the event of a breach or non-compliance of any of its obligations provided for under this Agreement, the other Party may not be fully compensated by the award of monetary damages and that, without prejudice to any other remedies, the non-defaulting Party may seek the specific performance (exécution forcée) of the obligations provided for under this Agreement, injunctive or other equitable relief as a remedy for any such breach or non-compliance. The Parties further acknowledge and agree that any specific performance (exécution forcée) sought by a Party will constitute a balanced course of action falling outside the manifest disproportion (disproportion manifeste) exclusion set forth under Article 1221 of the French Civil Code and will therefore not create a manifest disproportion (disproportion manifeste) between the cost for a good faith defaulting Party and its interest for the other Party.

Except as otherwise provided in this Agreement or otherwise expressly agreed in writing by the Parties, each Party shall be responsible for its own costs, fees, expenses and other charges of any nature arising out or in connection with the negotiation, preparation, execution and implementation of this Agreement and any other transactions, documents and agreements referred to under this Agreement.

This Agreement constitutes the entire agreement between the Parties relating to the subject matter of this Agreement and, unless expressly otherwise provided, supersedes any previous draft, agreement, arrangement or understanding, undertaking, representation, warranty, whether in writing or not, in relation to the matters dealt with in this Agreement.

If any provision of this Agreement is held to be or become illegal, invalid or unenforceable, in whole or in part, under any law, for any reason whatsoever, it shall not affect the legality, validity or enforceability of the other provisions of this Agreement and in such case, the Parties will consult with each other and use all reasonable efforts to agree a replacement provision with a legal, valid and enforceable substitute of equivalent intended effect of such provision.

The Parties and the Company acknowledge and agree that this Agreement may be entered into by a Party in writing in electronic form. In such instance, the Parties and the Company agree that:

This Agreement shall be governed by and construed in accordance with French law.

Any dispute relating to this Agreement, in particular concerning its validity, performance or interpretation, shall be submitted to the exclusive jurisdiction of the competent Commercial Court.

[Signatures on next page]

On

AGREED AND ACKNOWLEDGED, SOLELY WITH RESPECT TO THE PROVISIONS OF SECTION 2

APPENDIX 1

Number of Unvested Company RSAs as of 17 December 2023

APPENDIX 2

Number of Company Share Options as of 17 December 2023

Exhibit (a)(1)(N)

Re: Vested Company RSAs

Dear Sir/Madam,

Reference is made to a letter regarding Unvested Company RSAs and Unexercised Company Share Options, dated December 18, 2023 you have recently received (the “Letter”).

Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Letter.

If you received this letter, you hold Vested Company RSAs, which at the Offer Acceptance Time, either (i) shall be subject to the two-year lock-up period stipulated under Section 102 (Capital Gain Route) of the Israeli Income Tax Ordinance [New Version] 5721-1961 (“Section 102” the “Holding Period” and “102 Restricted Company RSA”; or (ii) with respect to which the Holding Period shall have been completed (“102 Non Restricted Company RSA”).

The Company intends to apply to the Israeli Tax Authority (the “Income Tax Ruling”) for a pre-ruling concerning the tax aspects of the cash paid in consideration for your 102 Restricted Company RSA and 102 Non Restricted Company RSA. The Company does not guarantee that an Income Tax Ruling is obtained, and to the extent obtained which restrictions or conditions will be applied by the ITA.

Please note the following with respect of your 102 Restricted Company RSAs:

SEQUANS Communications – Société Anonyme au capital de 2.415.738,14 euros

RCS Nanterre – SIRET 45024967700037

Les Portes de la Défense – Hall A, 15-55 Boulevard Charles de Gaulle, 92700 Colombes, France

Tel: +33 (0)1 70 72 16 00 – Fax: +33 (0)1 70 72 16 09

MKT-FM-006-R18

Please note the following with respect of your 102 Non Restricted Company RSA:

Contact details of the Trustee: - Tel: +972-3-6849282 (also available on WhatsApp)

                                                  - US Toll Free: +1-917-2849576

                                                  - Thailand Toll Free: +66-25660309

                                                  - India Toll Free: +91-8009190255

                                                  - Email: sop@ibi.co.il

                                                  - Services hours:

represented by Deborah Choate, duly authorized

pursuant to a power of attorney granted by Georges Karam

SEQUANS Communications – Société Anonyme au capital de 2.415.738,14 euros

RCS Nanterre – SIRET 45024967700037

Les Portes de la Défense – Hall A, 15-55 Boulevard Charles de Gaulle, 92700 Colombes, France

Tel: +33 (0)1 70 72 16 00 – Fax: +33 (0)1 70 72 16 09

MKT-FM-006-R18

EQUITY AWARD CANCELLATION AGREEMENT

(Israel)

BETWEEN THE UNDERSIGNED

Renesas Electronics Europe GmbH, a limited liability company under the Laws of Germany (Gesellschaft mit beschränkter Haftung—GmbH) with its registered office at Arcadiastrasse 10 – 40472 Düsseldorf, Germany, registered with the German trade register under number HRB 3708 (the “Purchaser”);

AND

The beneficiary party to this Agreement and set forth on the signature page hereto (the “Beneficiary”).

Purchaser and Beneficiary are hereinafter referred to individually as a “Party” and collectively as the “Parties”.

IN THE PRESENCE OF

Sequans Communications S.A., a French limited company (société anonyme) with its registered office at Les Portes de la Défense—15-55 Boulevard Charles de Gaulle 92700 Colombes (France), registered with the Trade and Companies Register of Nanterre (R.C.S. Nanterre) under number 450 249 677 (including any successor thereto, the “Company”).

RECITALS

1

IT IS AGREED AND DETERMINED AS FOLLOWS:

Beneficiary hereby agrees to validly tender (or cause to be validly tendered) into the Offer all Company Shares or ADSs owned by Beneficiary as of the date of this Agreement and all additional Company Shares or ADSs of which Beneficiary acquires ownership prior to the time of Purchaser’s acceptance and payment for Company Shares tendered in the Offer (the “Offer Acceptance Time”), including as a result of the exercise of vested Company Share Options or the vesting of Company RSAs.

Beneficiary further confirms that any payment made by Purchaser for the benefit of Beneficiary with respect to Company Shares or ADSs issued as a result of the exercise of vested Company Share Options or the vesting of Company RSAs shall be transferred to the Trustee as further detailed below.

2

“Parent RSU” means a restricted stock unit issued under the Parent Stock Compensation Plan.

“Parent Stock Compensation Plan” means the Renesas Electronics Corporation Terms and Conditions on Stock Compensation.

The Parent RSU Grant shall be subject to the following vesting schedule:

In addition, in the event that Beneficiary is dismissed by the Company within six (6) months of the Offer Acceptance Time, other than for misconduct or gross negligence, then all unvested Parent RSUs subject to Beneficiary’s grant shall vest immediately upon the date of employment contract termination as a result of said dismissal.

The Parent RSU Grant shall be subject to the terms and conditions set forth in the Parent Stock Compensation Plan and the related grant notice; provided that the Parent RSU Grant shall not be subject to any lock-up period, other than as required under applicable law, including the ITO.

In addition, in the event that Beneficiary is dismissed by the Company after the Offer Acceptance Time but before the issuance of the Parent RSU Grant, other than for misconduct or gross negligence, then Purchaser undertakes to pay (or cause to be paid) to Beneficiary upon the date of employment contract termination as a result of such dismissal an amount equal to (A) the number of Unvested Company RSAs held by Beneficiary as of the Offer Acceptance Time, multiplied by (B) the applicable Offer Price (for the avoidance of doubt, in addition to any other amounts that may be due to Beneficiary in connection with such dismissal).

The Purchaser, the Trustee, the Parent Trustee, the Company or any affiliate in Purchaser’s group (as applicable) shall determine and withhold the amount of any withholding or other federal, state, or local taxes, including, but not limited to, income or excise taxes and social security charges or contributions, required to be withheld (for or on behalf of the Beneficiary and to the extent so required under the applicable law) upon the Parent RSU Grant. Such withholding can be made from any payment due by the Purchaser or the Company to the relevant Beneficiary. For the avoidance of doubt, Purchaser shall be solely responsible (without withholding from Beneficiary) for the payment of any employer’s portion of social security charges, payroll taxes or contributions that would be due by the employer of the Beneficiary.

3

Without derogating from any of the foregoing, Beneficiary acknowledges and agrees that Purchaser shall transfer to the Trustee any and all cash on account of (i) validly tendered Company Shares or ADSs issued as a result of the exercise of vested Company Share Options or the vesting of Company RSAs and owned by Beneficiary as of the date of this Agreement and (ii) any additional Company Shares or ADSs of which Beneficiary acquires ownership prior to the Offer Acceptance Time as a result of the exercise of vested Company Share Options or the vesting of Company RSAs. The Trustee shall have the right to deduct from any cash consideration received by the Trustee for the benefit of Beneficiary any amount required to be withheld from all cash or other consideration received by the Trustee under applicable law, including the ITO or any tax pre-ruling received by the Company, the Trustee or the Parent Trustee from any consideration paid or payable to Beneficiary (including on account of the Parent RSU Grant), at the maximum rate required based on the Trustee’s sole discretion. In addition, in the event that the Trustee does not hold enough cash to cover the amounts required to be withheld based on the Trustee’s sole discretion, the Trustee may require the Beneficiary to provide the Trustee with cash in an amount sufficient to cover the tax due to be withheld, as a condition to Beneficiary’s right to receive any consideration. In the event that notwithstanding the above, at the time withholding payments are required to be made to the applicable tax authority, the Trustee does not have enough cash to make such withholding payment, the Trustee and Purchaser may forfeit and cancel or cause the forfeiture and cancellation of any portion of the consideration for which withholding has not been made.

Beneficiary acknowledges and confirms that it has no claims, and hereby irrevocably waives, releases and discharges the Company, Parent, the Trustee and the Parent Trustee from and against any claims or demands against the Company, Parent, the Trustee or the Parent Trustee, in each case, in connection with the Company’s, the Parent’s, the Trustee’s or the Parent Trustee’s actions pursuant to the foregoing.

Beneficiary agrees to indemnify and hold harmless the Company, the Parent, the Trustee and the Parent Trustee for any and all payments made by any of the Company, the Parent, the Trustee or the Parent Trustee with respect to withholding taxes.

Beneficiary acknowledges and agrees that, effective as of the Offer Acceptance Time, all outstanding and unexercised Concerned Share Options (whether or not then exercisable) shall be cancelled without the payment of any consideration therefore, with no further action required by Purchaser, the Company or Beneficiary and all of Beneficiary’s rights with respect to such Concerned Share Options shall be cancelled and extinguished in their entirety, and any agreement relating thereto shall terminate in full.

4

The term “Transfer” refers to any transaction, whether free of charge or against payment, whatever its nature, having the direct or indirect effect of (i) transferring, immediately or in the future, to any individual or legal entity, by way of sale, contribution, exchange, merger or in any other way, the ownership, a dismembered right of ownership, or the simple enjoyment of all or part of the Concerned Securities, (ii) granting real or personal rights over the Concerned Securities, including any promise to sell, pledge, enter into a repurchase agreement or loan relating to the Concerned Securities, or (iii) conferring on the Concerned Securities an equivalent economic interest via transactions of the equity swap or other type, whether for physical or monetary delivery, and, by extension, the verb “Transfer” refers to the carrying out of any of the operations referred to above.

The term “Security Interests” means any lien, pledge, servitude, charge, security interest, option, claim, mortgage, lease, easement, proxy, voting trust or agreement, encumbrance or any other restriction on title or transfer of any nature whatsoever on the ownership, benefit or transfer of the Concerned Securities (including any agreement having the same economic effect).

All notices or other communications hereunder shall be deemed to have been duly given and made if in writing and if served by personal delivery upon the Party for whom it is intended, if delivered by registered or certified mail, return receipt requested, or by an international courier service, or if sent by email (provided that written confirmation of receipt of email is issued to the sender of the notice), and a hard copy of such notice is also delivered by international courier service one (1) Business Day after transmission to the person at the address set forth below, or such other address as may be designated in writing hereafter, in the same manner, by such person:

5

Renesas Electronics Europe GmbH

c/o Renesas Electronics Corporation

3-2-24, Toyosu, Koto-ku

Tokyo 135-0061, Japan

Email: legal-notices@renesas.com

Attention: General Counsel

With a copy to (which shall not constitute a notice):

Goodwin Procter LLP

520 Broadway, Suite 500

Santa Monica, CA 90401, USA

Email: jolsen@goodwinlaw.com; jhaggerty@goodwinlaw.com;

jeanlee@goodwinlaw.com

Attention: Jon A. Olsen; John T. Haggerty; Jean A. Lee

Goodwin Procter (France) LLP

12 rue d’Astorg

75008 Paris, France

Email: wrobert@goodwinlaw.com

Attention: William Robert

(ii) If to Beneficiary, at the address of Beneficiary as set forth on the records of the Company.

The Agreement shall be binding upon the Parties, their successors and permitted assignees. It is expressly agreed that:

Each of the Parties acknowledges and agrees that it may not in any way withdraw its undertakings under the terms of this Agreement either before or after the exercise of the option by the other Party, the options and the undertakings contained therein being irrevocable and definitive.

Each Party acknowledges and agrees that in the event of a breach or non-compliance of any of its obligations provided for under this Agreement, the other Party may not be fully compensated by the award of monetary damages and that, without prejudice to any other remedies, the non-defaulting Party may seek the specific performance (exécution forcée) of the obligations provided for under this Agreement, injunctive or other equitable relief as a remedy for any such breach or non-compliance. The Parties further acknowledge and agree that any specific

6

performance (exécution forcée) sought by a Party will constitute a balanced course of action falling outside the manifest disproportion (disproportion manifeste) exclusion set forth under Article 1221 of the French Civil Code and will therefore not create a manifest disproportion (disproportion manifeste) between the cost for a good faith defaulting Party and its interest for the other Party.

Except as otherwise provided in this Agreement or otherwise expressly agreed in writing by the Parties, each Party shall be responsible for its own costs, fees, expenses and other charges of any nature arising out or in connection with the negotiation, preparation, execution and implementation of this Agreement and any other transactions, documents and agreements referred to under this Agreement.

This Agreement constitutes the entire agreement between the Parties relating to the subject matter of this Agreement and, unless expressly otherwise provided, supersedes any previous draft, agreement, arrangement or understanding, undertaking, representation, warranty, whether in writing or not, in relation to the matters dealt with in this Agreement.

7

If any provision of this Agreement is held to be or become illegal, invalid or unenforceable, in whole or in part, under any law, for any reason whatsoever, it shall not affect the legality, validity or enforceability of the other provisions of this Agreement and in such case, the Parties will consult with each other and use all reasonable efforts to agree a replacement provision with a legal, valid and enforceable substitute of equivalent intended effect of such provision.

The Parties and the Company acknowledge and agree that this Agreement may be entered into by a Party in writing in electronic form. In such instance, the Parties and the Company agree that: