SC TO-T/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 9)

Wavecom S.A.

(Name of Subject Company (Issuer))

Sierra Wireless France SAS

(Offeror)

an indirect wholly-owned subsidiary of

Sierra Wireless, Inc.

(Parent of Offeror)

(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person))

Ordinary Shares, nominal value €1 each
and
American Depositary Shares, each representing one ordinary share

(Title of Class of Securities)

Ordinary Shares (FR0000073066)
American Depositary Shares (943531103)

(CUSIP Number of Class of Securities)

David G. McLennan
Chief Financial Officer
Sierra Wireless, Inc.
13811 Wireless Way
Richmond, BC V6V 3A4
+1 (604) 231-1100

(Name, address (including zip code) and telephone number (including area code) of
person(s) authorized to receive notices and communications on behalf of filing person)

With copies to:

Scott Sonnenblick
Linklaters LLP
1345 Avenue of the Americas
New York, NY 10105
+1 (212) 903-9000 Jocelyn Kelley
Blake, Cassels & Graydon LLP
595 Burrard Street
P.O. Box 49314
Suite 2600, Three Bentall Centre
Vancouver BC V7X 1L3
+1 (604) 631-3300

(Name, Address and Telephone Numbers of Persons Authorized to Receive Notices and Communications
on Behalf of Filing Persons)

CALCULATION OF FILING FEE

Transaction Valuation (1)	Amount of Filing Fee (2)
U.S.$59,745,021	U.S.$2,348

(1)

Estimated solely for purposes of calculating the filing fee. The Transaction Valuation was calculated on the basis of (i) the offer price of (x) €8.50 for each of the 579,559 ADSs outstanding as of January 5, 2009; (y) €8.50 for each of the 2,849,134 Shares estimated to be held by U.S. holders as of December 15, 2008 within the meaning of Rule 14d-1(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (z) €31.93 plus unpaid accrued interest for each of the 462,939 OCEANEs estimated to be held by U.S. holders as of December 15, 2008; and (ii) an exchange rate (using the noon buying rate in New York City for cable transfers in euro as certified for customs purposes by the Federal Reserve Bank of New York on January 5, 2009) of $1.36 for one euro. The number of Shares and OCEANEs estimated to be held by U.S. holders is based on an assumption, made solely for purposes of calculating the filing fee, that 18% of the 15,828,524 outstanding Shares, as of December 15, 2008, and 18% of the 2,571,884 outstanding OCEANEs, as of December 15, 2008, are each held by U.S. holders and that, for purposes of calculating the amount of unpaid accrued interest only, settlement for the OCEANEs will occur on March 5, 2009.

(2)

The amount of the filing fee, calculated in accordance with Rule 0-11 under the Exchange Act and Fee Rate Advisory No. 6 for the fiscal year 2009, equals U.S.$39.30 per U.S.$1,000,000 of transaction valuation.

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $2,348	Filing Party: Sierra Wireless France SAS
Form or Registration No.: SC TO-T	Date Filed: January 8, 2009

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ third-party tender offer subject to Rule 14d-1.

o issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

o Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

þ Rule 14d-l(d) (Cross-Border Third-Party Tender Offer)

TABLE OF CONTENTS

	Item 5. Past Contacts, Transactions, Negotiations and Agreements
	Item 11. Additional Information
	Item 12. Exhibits
SIGNATURE
EX-99.D.VIII: SEPARATION AGREEMENT
EX-99.D.IX: SECURITIES AND RIGHTS AGREEMENT

     This Amendment No. 9 to Schedule TO amends and supplements the Tender Offer Statement on Schedule TO (as previously amended, the “Schedule TO”) originally filed with the Securities and Exchange Commission on January 8, 2009 by Sierra Wireless France SAS, a société par actions simplifiée organized under the laws of France (“Purchaser”), and an indirect wholly-owned subsidiary of Sierra Wireless, Inc., a Canadian corporation, relating to the offer to purchase all outstanding Wavecom shares, nominal value €1.00 (“Shares”), all outstanding Wavecom American Depositary Shares, each representing one Share (“ADSs”), and all outstanding bonds convertible and/or exchangeable for newly issued or existing Shares by option (obligations à options de conversion et/ou d’échange en actions nouvelles ou existantes) (the “OCEANEs”), through concurrent offers in the United States (the “U.S. Offer”) and France (the “French Offer”, and together with the U.S. Offer, the “Offers”). In the U.S. Offer, Purchaser is seeking to purchase all outstanding Shares and OCEANEs held by U.S. holders, within the meaning of Rule 14d-1(d) under the Exchange Act, and all outstanding ADSs wherever the holder is located, on the terms and conditions set forth in the U.S. Offer to Purchase, dated January 8, 2009 (the “U.S. Offer to Purchase”) and the related ADS letter of transmittal and forms of acceptance for Shares and OCEANEs.

          Except as specifically set forth herein, this Amendment No. 9 does not modify any of the information previously reported on Schedule TO. Capitalized terms used and not otherwise defined in this Amendment No. 9 shall have the meanings ascribed to them in the U.S. Offer to Purchase.

          The U.S. Offer to Purchase, including Schedule A thereto, is hereby incorporated by reference in response to all items of this Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

     Item 5 of the Schedule TO, which incorporates by reference the information contained in the U.S. Offer to Purchase, is hereby amended and supplemented to include the following information:

On March 6, 2009, concurrently with his resignation from his posts as Chief Executive Officer and Director of Wavecom (the “Resignation”), Mr. Ronald Black (“Mr. Black”) entered into an agreement (the “Separation Agreement”) with Purchaser, Wavecom, and Wavecom, Inc., a Delaware corporation and a wholly-owned subsidiary of Wavecom (“Wavecom, Inc.” and collectively, the “Parties”). Under the terms of the Separation Agreement, Mr. Black will retain his employment agreement with Wavecom, Inc. through June 30, 2009 for a monthly salary of €14,050 plus a car, housing and medical allowance. The Separation Agreement also provides that Mr. Black is entitled to a severance payment of €1,264,500, as set forth in the service agreement dated July 22, 2004, as amended, subject to acknowledgement by the Wavecom Board that the performance conditions set out by the Wavecom Board of Directors on November 17, 2008 have been met. The Separation Agreement also calls for a transaction bonus of €822,500 to be paid to Mr. Black. Additionally, the Separation Agreement contains a non-compete and non-solicitation clause, whereby Mr. Black undertakes (i) to refrain from soliciting the customers and employees of Wavecom and (ii) not to accept employment in North America or Europe with a business engaged in activities similar to those of Parent or Wavecom, in each case for a period of two years. Finally, the Separation Agreement contains mutual releases in which Mr. Black, Wavecom and Wavecom, Inc. relinquish any claims against one another arising out of Mr. Black’s employment with Wavecom and Wavecom, Inc. The foregoing summary of the Separation Agreement is qualified in its entirety by reference to the Separation Agreement, a copy of which is filed as Exhibit (d)(viii) to this Amendment No. 9 to Schedule TO.

On March 6, 2009, concurrently with the Resignation, Mr. Black entered into an agreement (the “Securities and Rights Agreement”) with Purchaser and Wavecom, whereby Mr. Black undertook to exercise all of his 2004 stock options and founder’s warrants prior to the close of the French Offer’s subsequent offering period and to tender the resulting Shares, as well as any other Shares he holds, into the French Offer’s subsequent offering period. In addition, the Securities and Rights Agreement sets forth the terms and conditions under which Mr. Black will be able to exercise his 78,173 free shares granted on May 17, 2006 (the “2006 Free

Shares”) and his 77,650 free shares granted on June 7, 2007 (the “2007 Free Shares”). Pursuant to the Securities and Rights Agreement Purchaser has a call option, whereby it may cause Mr. Black to sell his 2006 Free Shares and 2007 Free Shares to Purchaser at the same price as the Offers of €8.50 per share, subject to adjustments taking into account changes in Wavecom’s share capital including stock splits, during certain periods specified in the Securities and Rights Agreement. In addition Mr. Black has a put option, whereby he may cause Purchaser to purchase his 2006 Free Shares and 2007 Free Shares at the same price as the Offers of €8.50 per share, subject to adjustments taking into account changes in Wavecom’s share capital including stock splits, during certain periods specified in the Securities and Rights Agreement. The foregoing summary of the Securities and Rights Agreement is qualified in its entirety by reference to the Securities and Rights Agreement, a copy of which is filed as Exhibit (d)(ix) to this Amendment No. 9 to Schedule TO.

Item 11. Additional Information.

     Item 11 of the Schedule TO, which incorporates by reference the information contained in the U.S. Offer to Purchase, is hereby amended and supplemented to include the following information:

At a meeting of the Wavecom Board held on March 6, 2009, Mr. Black announced his Resignation. At the same meeting, all other members of the Wavecom Board (Messrs. Michel Alard, Bernard Gilly, Stephen Imbler, Aram Hékimian and Anthony Maher) resigned from their posts as Directors of Wavecom. Concurrently with their resignations, the following individuals were appointed to replace the departing Directors of the Wavecom Board:

Name	Citizenship
Jason Cohenour, Chief Executive Officer of Parent	American
James Kirkpatrick, Chief Technology Officer of Parent	American
Jason Krause, Director of Business Development of Parent	Canadian
David McLennan, Chief Financial Officer of Parent	Canadian
Daniel Schieler, Senior Vice President, Worldwide Sales of Parent	American

In addition, Jason Cohenour has been named Chief Executive Officer and Chairman of the Board of Directors of Wavecom, and David McLennan has been named Deputy Chief Executive Officer of Wavecom.

Item 12. Exhibits.

     Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibits:

Exhibit	Exhibit Name
(d)(viii)	Separation Agreement by and among Ronald Black, Purchaser, Wavecom and Wavecom, Inc., dated March 6, 2009.
(d)(ix)	Securities and Rights Agreement by and among Ronald Black, Purchaser and Wavecom, dated March 6, 2009.

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.

Sierra Wireless France SAS
By	/s/ Luc Faucher Name: Luc Faucher
	Title: President
	Date: March 9, 2009
Sierra Wireless, Inc.
By	/s/ David G. McLennan Name: David G. McLennan
	Title: Chief Financial Officer
	Date: March 9, 2009

Exhibit	Exhibit Name
(a)(1)(i)	U.S. Offer to Purchase dated January 8, 2009.*
(a)(1)(ii)	Form of ADS letter of transmittal.*
(a)(1)(iii)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (ADSs).*
(a)(1)(iv)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (ADSs).*
(a)(1)(v)	Form of form of acceptance for Shares.*
(a)(1)(vi)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Shares).*
(a)(1)(vii)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Shares).*
(a)(1)(viii)	Form of form of acceptance for OCEANEs.*
(a)(1)(ix)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (OCEANEs).*
(a)(1)(x)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (OCEANEs).*
(a)(1)(xi)	Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9.*
(a)(1)(xii)	Summary Advertisement as published in The New York Times on January 8, 2009.*
(a)(2)	Not applicable.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)(i)	Press release, dated January 14, 2009.**
(a)(5)(ii)	Interview transcript, dated January 21, 2009.***
(a)(5)(iii)	Press release, dated February 18, 2009.******
(a)(5)(iv)	Press release, dated February 25, 2009.*******
(a)(5)(v)	Press release, dated March 2, 2009.********
(b)	Credit Agreement by and among Parent, Toronto-Dominion Bank, Canadian Imperial Bank of Commerce, TD Securities, and CIBC World Markets, dated December 1, 2008.*
(d)(i)	Memorandum of Understanding between Parent and Wavecom, dated December 1, 2008.*
(d)(ii)	Confidentiality Agreement between Parent and Wavecom, dated October 24, 2008.*
(d)(iii)	Undertaking to tender between Parent and Michel Alard, dated December 1, 2008.*

Exhibit	Exhibit Name
(d)(iv)	Undertaking to tender between Parent and Aram Hékimian, dated December 1, 2008.*
(d)(v)	Undertaking to tender between Purchaser and Kap Holding SAS, dated January 28, 2009.****
(d)(vi)	Amendment to Undertaking to Tender between Michel Alard and Purchaser, dated February 4, 2009.*****
(d)(vii)	Undertaking to Tender between 3D Web and Purchaser, dated February 4, 2009.*****
(d)(viii)	Separation Agreement by and among Ronald Black, Purchaser, Wavecom and Wavecom, Inc., dated March 6, 2009.
(d)(ix)	Securities and Rights Agreement by and among Ronald Black, Purchaser and Wavecom, dated March 6, 2009.
(g)	Not applicable.
(h)	Not applicable.

*	Previously filed on January 8, 2009
**	Previously filed on January 14, 2009
***	Previously filed on January 23, 2009
****	Previously filed on January 29, 2009
*****	Previously filed on February 6, 2009
******	Previously filed on February 18, 2009
*******	Previously filed on February 25, 2009
********	Previously filed on March 2, 2009

EX-99.D.VIII

Exhibit (d)(viii)

Dated 6 March 2009

Sierra Wireless France

and

Wavecom, Inc.

and

Wavecom

and

Ronald Black

Separation Agreement

This separation agreement is made on 6 March 2009 (the “Agreement”),

BETWEEN:

(1) Wavecom, a société anonyme with a share capital of €15,796,591, organised under French law, whose registered office is at 3, esplanade du Foncet, 92442 Issy Les Moulineaux, registered under number 391 838 042 RCS Nanterre, represented by Michel Alard, duly empowered for the purpose thereof (the “Company”);

On the one hand

AND

(2) Sierra Wireless France, a société par actions simplifiée with a share capital of €37,000, organised under French law, whose registered office is at 2, rue Favart, 75009 Paris, registered under number 509 232 146 RCS Paris, represented by Jason Cohenour, duly empowered for the purpose thereof (“Sierra Wireless”);

On the second hand

AND

(3) Wavecom, Inc. a corporation organised under the laws of Delaware (USA), whose business address is at 430 Davis Drive, Suite 300, P.O. Box 13920, Research Triangle Park, North Carolina (USA), represented by Michel Alard, duly empowered for the purpose thereof (“Wavecom, Inc.”);

On the third hand

AND

(4) Ronald Black , born on 18 December 1963 in Buffalo, New York (USA), residing at 95 rue de Prony, 75017 Paris (“Ronald Black”);

On the other hand

Each a “Party” and together the “Parties”,

WHEREAS:

(A)	On 2 December 2008, Sierra Wireless, an indirect subsidiary of Sierra Wireless, Inc. launched a public tender offer seeking to acquire all (i) the outstanding ordinary shares of the Company, the shares issuable upon the exercise of share options or founders’ warrants or warrants and upon the conversion or exchange of the bonds with a conversion and/or exchange option for newly issued or existing shares (the “OCEANEs”), (ii) the American Depositary Shares, and (iii) the OCEANEs, through public tender offers in France and in the United States (as such offers may be amended from time to time thereafter the “Offers”),
(B)	According to a notice of results issued by the French Autorité des marchés financiers (the “AMF”) dated 25 February 2008, 13,353,912 Shares (including shares represented by ADSs) and 2,571,022 OCEANEs were tendered to the Offers, which were declared successful.
(C)	On 22 July 2004, Ronald Black and the Company entered into a term sheet as amended on 17 June 2008 (the “Term Sheet”), pursuant to which he was appointed as General Manager (Directeur Général) of the Company on 23 July 2004.

(D)	Ronald Black also entered into a contract of employment with Wavecom, Inc., a corporation organised under the laws of Delaware (USA), whose business address is at 430 Davis Drive, Suite 300, P.O. Box 13920, Research Triangle Park, North Carolina (USA), pursuant to which Ronald Black was appointed as Vice President, Corporate Affairs on 22 July 2004; effective 1 August 2004 (the “U.S. Contract”).
(E)	In the perspective of the change in control of the Company, Sierra Wireless informed Ronald Black that it was its intention to have him replaced.
(F)	The purpose of this agreement is to settle in a final and global manner all the conditions of the termination of Ronald Black’s duties within the Company and its direct or indirect subsidiaries.

IT IS AGREED AS FOLLOWS:

1	Ronald Black’s resignations
1.1	Ronald Black hereby irrevocably and expressly resigns from all positions of whatever nature that he holds within the Company or any of its direct or indirect subsidiaries either as a corporate officer, including as General Manager (Directeur Général) of the Company, or as an employee or any other capacity, in particular, but not limited to, pursuant to the Term-Sheet (together the “Duties”).
1.2	Such resignations shall have immediate effect, which the Company accepts, in its name and on behalf of any of its direct or indirect subsidiaries.
1.3	As an exception to the foregoing, Ronald Black’s resignation as an employee of Wavecom, Inc. and the termination of his U.S. employment contract (the “US Contract") shall be effective as of 30 June 2009, it being understood and agreed between the Parties (i) that the US Contract may not be terminated by the Company prior to 30 June 2009 for any reason whatsoever, except in case of willful misconduct or criminal behavior and (ii) that non compliance with this Section 1.3 before 10 June 2009 would result in the loss of his 77,650 free shares granted on 7 June 2007.
1.4	Ronald Black’s compensation pursuant to the U.S. Contract is amended so that Ronald Black shall:

• receive a monthly gross remuneration from Wavecom, Inc. from today’s date until 30 June 2009 of €14,050, paid by Wavecom, Inc. in USD under the same exchange rate provisions that are currently in force;

• continue to benefit from housing expenses, medical benefits, and car expenses to the same extent as currently in force.

1.5	In addition to the payments provided in Articles 2 and 3 below, Ronald Black will be entitled to his French base remuneration (the “French Base Remuneration”) and benefits in kind (as referred to under the Terms Sheet) for the period from 1 March 2009 to the date hereof as well as his “2008 15% bonus” the amount of which has been previously approved by the board of directors.
	The payments due under this Section 1.5 above will be paid, after withholding all applicable tax and social security contributions, at the usual date of payment of the remuneration in the Company and no later than 31 March 2009, by bank transfer issued to

	the same bank account as the one used for the payment of Ronald Black’s French Base Remuneration as of the date hereof.
1.6	Ronald Black irrevocably and expressly undertakes to enter into any document that would be necessary to perform the formalities in connection with the above.
2	Severance Package
2.1	Pursuant to Article 13 of the Term Sheet, as amended on 17 November 2008 by the board of directors of the Company, Ronald Black is eligible to receive a severance package (the “Severance Package”) equal to 3 times his global base remuneration, i.e. €1,264,500 gross, payable, inter alia, in the event of Ronald Black’s resignation within 6 months of a change of control of the Company, and subject to the execution of a mutual release under a settlement agreement.
	In consideration of the releases provided in Section 2.3 below, the Company agrees to pay Ronald Black the Severance Package subject to the following terms and conditions:

2.1.1	Compliance with the performance conditions set out by the Board of Directors of 17 November 2008
	The Company’s board of directors shall have acknowledged that the performance conditions have been satisfied. A Company’s board of directors shall be convened to decide upon such acknowledgement on the date hereof and the Company hereby undertakes to post on its website such board decision, if relevant, within 5 days following the board meeting.
2.1.2	Prior approval by the majority of the Company’s shareholders of the Severance Package
	The Company undertakes to convene and Sierra Wireless undertakes to procure (se porte fort) the Company to convene a shareholders’ meeting to take place no later than 30 June 2009 (the “Shareholders’ Meeting”) and Sierra Wireless undertakes to vote in favour of the approval of the terms of the Severance Package during the Shareholders’ Meeting.

2.2	Payment of the Severance Package
	As soon as practicable, the Company shall enter into an escrow agreement in the form attached hereto as Schedule 2.2 with Ronald Black and the séquestre juridique de l’ordre des avocats de Paris (the “Escrow Agent") and shall transfer, within 5 business days from the date hereof to the Escrow Agent an amount equal to the Severance Package, after withholding all applicable tax and social security contributions (the “Escrow Amount"). The Escrow Amount shall be automatically released to Ronald Black (i) on the day the Shareholders’ Meeting occurs or (ii) in any event, on 30 June 2009.
2.3	Mutual releases

2.3.1	Release from Ronald Black
	In consideration of the payment provided for in Article 2 above, and except with respect to the Severance Package, the Transaction Bonus or the obligations set forth in this Agreement or in the agreement relating to Ronald Black’s securities and rights entered into with the Company and Sierra Wireless, Ronald Black

hereby confirms that he no longer has any claim whatsoever against Sierra Wireless, the Company and/or any of their direct or indirect subsidiaries.

Except with respect to the Severance Package, the Transaction Bonus, or in connection with the obligations set forth in this Agreement or in the agreement relating to Ronald Black’s securities and rights entered into with the Company and Sierra Wireless on the date hereof, Ronald Black hereby waives any present or future claims, action or rights against the Company and Sierra Wireless and/or any of their direct or indirect parent companies, subsidiaries and their directors, officers, employees, agents and representatives (the “Released Parties”), whether presently known or unknown, vested or contingent, relating to the performance and/or termination of his Duties, in particular, but not exclusively, any right to claim any sum as wages, bonus, expenses, notice period, paid holiday, stock-options pensions and related contributions, or compensation for wrongful or unfair dismissal.

In particular, with respect to Ronald Black’s employment in the United States of America, except as set forth in Section 1.3, Ronald Black waives all actions, causes of action, claims, allegations or rights arising under the laws of the United States of America (collectively, “U.S. Claims”) Ronald Black (or his heirs, executors, administrators, successors, assigns and legal representatives) has or may have against any Released Party, whether known or unknown, based upon any matter, cause or thing occurring at any time before and including the date of this Agreement. This includes but is not limited to the following U.S. Claims:

(i)	under federal, state or local law for breach of contract, for tort, for wrongful or abusive or unfair discharge or dismissal, for impairment of economic opportunity or for defamation, for intentional infliction of emotional distress, or for discrimination based upon race, colour, ethnicity, sex, national origin, religion, disability, sexual orientation or any other unlawful criterion or circumstance;
(ii)	for compensation, bonuses or benefits;
(iii)	under any service agreement, severance program, compensation or benefit plan or arrangement maintained by the Company;
(iv)	for sexual harassment;
(v)	related to whistleblowing;
(vi)	for punitive or exemplary damages;
(vii)	for violations of any of the following laws (as amended): the Equal Pay Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991 as amended, the Americans with Disabilities Act of 1991, the Employee Retirement Income Security Act of 1974, the Worker Adjustment Retraining and Notification Act, the Family and Medical Leave Act, the Rehabilitation Act, Employee Order 11246, all claims and damages relating to race, sex, national origin, disabilities, religion, sexual orientation, and all employment discrimination claims arising under similar state statutes; and
(viii)	for violations of any other applicable employment statute or law.

	In addition, Ronald Black waives any and all rights under the laws of any jurisdiction in the United States that limit a general release to those U.S. Claims that are known or suspected to exist in his favour as of the date of this agreement.
	Ronald Black represents and warrants that he has not, and as of the date of this Agreement will not have, filed any civil action, suit, arbitration, administrative charge, or legal proceeding against any Released Party, that he has not assigned, pledged, or hypothecated any U.S. Claim to any person and that no other person has an interest in the U.S. Claims that he is releasing in this agreement. Ronald Black agrees that if any person or entity files or causes to be filed any civil action, suit, arbitration or other legal proceeding seeking equitable or monetary relief concerning any U.S. Claim released in this agreement, he will not seek or accept any personal relief from or as a result of the action, suit, arbitration or proceeding. (This agreement is not intended to restrict Ronald Black’s right to participate in an Equal Employment Opportunity Commission investigation or proceeding, but Ronald Black hereby waives, to the maximum extent permitted by law, any and all rights to monetary damages in connection with any such investigation or proceeding.)
2.3.2	Release from the Company and Wavecom, Inc.
	Except with respect to the to the Severance Package, the Transaction Bonus, or in connection with the obligations set forth in this Agreement or in the agreement relating to Ronald Black’s securities and rights entered into with the Company and Sierra Wireless on the date hereof and except in case of severable fault (faute detachable), willful misconduct, fraud, or sanctions imposed in criminal proceedings or by regulatory bodies, Sierra Wireless hereby discharges Ronald Black from any liability it could have, whether presently known or unknown, vested or contingent, relating to the performance of his duties as director (administrateur) and general manager (directeur général) of Wavecom and undertakes to submit to the Shareholders’ Meeting and vote in favour of a resolution discharging (donnant quitus) Ronald Black of his duties for the last financial year.
	Similarly, except with respect to the to the Severance Package, the Transaction Bonus, or in connection with the obligations set forth in this Agreement or in the agreement relating to Ronald Black’s securities and rights entered into with the Company and Sierra Wireless on the date hereof and except in case of severable fault (faute detachable), willful misconduct, fraud, or sanctions imposed in criminal proceedings or by regulatory bodies, Wavecom, Inc. waives any present or future claims, action or rights against Ronald Black, whether presently known or unknown, vested or contingent, relating to the performance and/or termination of his duties.
	The Company hereby agrees to indemnify and hold Ronald Black harmless from and against any liability or claim that would be made in connection Ronald’s Black’s duties within the group Wavecom and in particular his position director (administrateur) and general manager (directeur général) of Wavecom, (i) unless otherwise supported by XL Insurance Company Limited pursuant to the Police Responsabilité Civile des Mandataires Sociaux entered into on 30 June 2006 between the Company and XL Insurance Company Limited, which Ronald Black confirms is in force as of the date hereof and that the Company is current on all payments required to be made under this agreement, (ii) except with respect to the

to the Severance Package, the Transaction Bonus, or in connection with the obligations set forth in this Agreement or in the agreement relating to Ronald Black’s securities and rights entered into with the Company and Sierra Wireless on the date hereof and (iii) except in case of severable fault (faute detachable), willful misconduct, fraud, or sanctions imposed in criminal proceedings or by regulatory bodies.

3	Transaction Bonus
3.1	Transaction Bonus Condition
	Pursuant to the decision of the Board of Directors dated 17 June 2008, Ronald Black is eligible for a bonus of one year of base and variable compensation, i.e. €822,500 gross (the “Transaction Bonus”).
	The Company agrees to pay to Ronald Black the Transaction Bonus within 5 business days from the date hereof after withholding of all applicable tax and social security contributions, by issuing a bank transfer of the resulting equivalent amount to the same bank account as the one used for the payment of Ronald Black’s remuneration in France as of the date hereof.
4	Non-solicitation and non-compete
4.1	Ronald Black agrees, as long as the other Parties have complied with their obligations under this Agreement, to refrain, during a period of two (2) years from the date hereof:

4.1.1	From contacting or prospecting, whether directly or indirectly, any customer or prospective customer of the Company or of any of its affiliates, with a view to compete with the Business;
4.1.2	From encouraging the customers to leave the Company or any of its affiliates;
4.1.3	From encouraging or soliciting any employee of the Company or of any of its affiliates to induce said employees to leave their employment with the Company, or from being involved in the recruitment of any employee of the Company or of any of its affiliates (in each case, other than by way of a general advertising not specifically directed to those employees).

4.2	In addition, Ronald Black shall not, for a duration of two (2) years from the date hereof, accept employment or work as consultant, contractor or any other capacity in a competing Business or take any shareholding representing more than 10% of a company if such company is, directly or indirectly, operating a competing Business.
	This restriction will apply in the European Union and in North America.
	For purposes of this Article 4, “Business” shall mean the sale, as a direct competitor, of (i) cellular USB and PC Cards for mobile computing, (ii) cellular wireless gateways for machine to machine and (iii) middleware or applications software solutions for machine to machine.

5	General Provisions
5.1	Disclosure
	The Parties acknowledge that the securities laws of the United States and other jurisdictions may require the disclosure of the information contained in this Agreement and may require that this Agreement be filed with the SEC and similar regulatory bodies in jurisdictions other than the United States. Each Party expressly consents to any such disclosure or filing as may be deemed appropriate or necessary by the other Parties to this Agreement.
5.2	Successors, Beneficiaries and Assigns
	This Agreement is personal to the Parties hereto. Accordingly, none of the Parties may, without the prior written consent of the other Parties, assign the benefit of all or any of its obligations under this Agreement, nor any benefit arising under or out of this Agreement except that (i) Sierra Wireless or the Company may assign, in their sole discretion, any or all of their rights, interests and obligations under this Agreement to any direct or indirect wholly-owned subsidiary of Sierra Wireless or the Company and (ii) in case of death of Ronald Black, the benefit of all the rights under this Agreement or arising under or out of this Agreement will be automatically transferred to his heirs and beneficiaries.
5.3	Variation etc.
	No variation of this Agreement shall be effective unless in writing and signed by or on behalf of each of the parties to this Agreement.
5.4	Whole Agreement
	This Agreement and the other agreements entered into or subsequent to the date hereof contain the whole agreement between the parties relating to their subject matter to the exclusion of any terms implied by law which may be excluded by contract and supersede any previous written or oral agreements between the parties in relation to the matters dealt with in this Agreement.
5.5	Notices
	Any notice or other communication required to be given or served in connection with this Agreement shall be in writing and shall be sufficiently given or served if delivered or sent:
	In the case of Sierra Wireless to:
	Blake, Cassels & Graydon LLP Suite 2600, Three Bentall Centre, 595 Burrard Street, P.O. Box 49314, Vancouver, British Columbia, V7X IL3, Canada fax : (604) 631-3309 Attention: Jocelyn Kelley
	And

	Sierra Wireless Inc. 13811 Wireless Way Richmond, British Columbia Canada V6V 3A4 Fax: 604 231-1103
	Attention: Dave McLennan
	In the case of the Company to:
	3, esplanade du Foncet, 92442 Issy Les Moulineaux France fax : (+33) 1 46 29 08 08
	Attention: Dave McLennan
	In the case of the Wavecom, Inc. to:
	430 Davis Drive, Suite 300 P.O. Box 13920 Research Triangle Park North Carolina USA
	fax : (+33) 1 919 237 4246
	Attention:
	Anders Franzen
	In the case of Ronald Black to:
	110 Cayuga Heights Road 14850 Ithaca, New York e-mail: ron.black@mac.com Attention: Ronald Black
	Any such notice or other communication shall be delivered by hand or sent by courier or fax. If sent by courier or fax, such notice or communication shall conclusively be deemed to have been given or served on the business day following the time of dispatch. Any fax shall, in addition, be sent by post on the day on which it is sent, but this shall not alter the time it is deemed served pursuant to this Clause.
	The Parties may by notice to the others and in accordance with the above-mentioned provisions of this Section specify from time to time a different address for notice within France or Canada upon 10 Business Days notice.
5.6	Severability

	If any term or provision of this Agreement is held to be illegal or unenforceable, in whole or in part, under any enactment or rule of Law, such term or provision or part shall to that extent be deemed not to form part of this Agreement, but the enforceability of the remainder of this Agreement shall not be affected. Furthermore, in lieu of such invalid illegal or unenforceable provision, the Parties shall add as part of this Agreement a provision as similar in terms to such invalid, illegal or unenforceable provision as may be possible and be valid, legal and enforceable.
5.7	Governing Law and Jurisdiction
	This Agreement shall be governed by and construed in accordance with French law.
	Any dispute relating to its validity, interpretation or execution shall be submitted to the exclusive jurisdiction of the Tribunal de Commerce de Paris.

Executed in Paris on 6 March 2009, in four (4) original copies

/s/ Jason Cohenour Sierra Wireless France

Represented by: Jason Cohenour

/s/ Michel Alard Wavecom

Represented by: Michel Alard

/s/ Michel Alard Wavecom, Inc.

Represented by: Michel Alard

/s/ Ronald Black Ronald Black

EX-99.D.IX

Exhibit (d)(ix)

Dated 6 March 2009

Sierra Wireless France

and

Wavecom

and

Ronald Black

Agreement

This agreement is made on 6 March 2009 (the “Agreement”),

BETWEEN:

(1) Sierra Wireless France, a société par actions simplifiée with a share capital of €37,000, organised under French law, whose registered office is at 2, rue Favart, 75009 Paris, registered under number 509 232 146 RCS Paris, represented by Jason Cohenour, duly empowered for the purpose thereof (“Sierra Wireless”);

On the one hand

AND

(2) Ronald Black , born on 18 December 1963 in Buffalo, New York (USA), residing at 95 rue de Prony, 75017 Paris;

On the second hand

Each a “Party” and together the “Parties”,

AND

(3) Wavecom, a société anonyme with a share capital of €15,796,591, organised under French law, whose registered office is at 3, esplanade du Foncet, 92442 Issy Les Moulineaux, registered under number 391 838 042 RCS Nanterre, represented by Michel Alard, duly empowered for the purpose thereof (the “Company”);

On the other hand

WHEREAS:

(A)	On 2 December 2008, Sierra Wireless, an indirect subsidiary of Sierra Wireless, Inc. launched a public tender offer seeking to acquire all (i) the outstanding ordinary shares of the Company, the shares issuable upon the exercise of share options or founders’ warrants or warrants and upon the conversion or exchange of the bonds with a conversion and/or exchange option for newly issued or existing shares (the “OCEANEs”), (ii) the American Depositary Shares of the Company (“ADSs”), and (iii) the OCEANEs of the Company, through public tender offers in France and in the United States (as such offers may be amended from time to time hereafter the “Offers”).
(B)	According to the notice of results issued by the French Autorité des marches (the “AMF”) dated 25 February 2008, 13,353,912 Shares (including ADSs) and 2,571,022 OCEANEs were tendered to the Offers, which were declared successful.
(C)	Ronald Black is, on the date hereof, the holder of:

-  78,173 free shares granted on 17 May 2006 (the “2006 Free Shares”), whose acquisition period ended on 17 May 2008 and which remain subject to a tax restriction period ending on 17 May 2010;

-  77,650 free shares granted on 7 June 2007 (the “2007 Free Shares”), whose acquisition period will end on 7 June 2009 and which remain subject to a tax restriction period ending on 7 June 2011;

-  302,700 founder’s warrants issued on 19 January 2005 (the “BCE”), which are all vested and whose exercise price is €5.39;

-  147,300 stock options issued on 18 August 2004 (the “2004 Stock Options”), which are all vested and whose exercise price is €3.29;

-  108,544 stock options issued on 17 May 2006 (the “2006 Stock Options”), only part of which are vested and whose exercise price is €10.62;

(Together the “Securities and Rights”).

The purpose of this Agreement is to set out the conditions under which Ronald Black will be able to divest all his Securities and Rights in the event the liquidity of the shares of the Company on the Euronext market is substantially restricted.

IT IS AGREED AS FOLLOWS:

1	Treatment of 2006 Free Shares and 2007 Free Shares
1.1	Put Option

1.1.1	Sierra Wireless undertakes to purchase, upon notice duly served by Ronald Black in the form set out in Schedule 1.1.1, all the 2006 Free Shares and 2007 Free Shares in accordance with the conditions described under this Agreement (the “Put Option”), in particular subject to the condition set out in Article 1.4.
1.1.2	The Put Option may be exercised only once for each plan, by means of notification served in compliance with the provisions of Article 7.5 below, at any time during a period of one (1) month following the expiry of the tax restriction period of the relevant plans, i.e.:

-  From 18 May 2010 to 18 June 2010 as regards the 2006 Free Shares;

-  From 8 June 2011 to 8 July 2011 as regards the 2007 Free Shares.

	(each a “Put Option Exercise Period”).
1.1.3	The Put Option will become null and void if Ronald Black does not exercise it during the relevant Put Option Exercise Period, unless the Parties reach an agreement prior to such expiry to extend the relevant Put Option Exercise Period.
1.1.4	The Put Option purchase price of each of the 2006 Free Shares and 2007 Free Shares (the “Put Option Price”) will be €8.50 less the amount of dividends or any other distribution of reserves (including any redemption of shares or repayment of capital) received by Ronald Black prior to the payment made by Sierra Wireless pursuant to Article 1.3.3; provided, however, that the Put Option Price shall be adjusted, as the case may be, to take into account any split, reverse-split or any other operation on the Company’s shares.
1.1.5	The Put Option may only be exercised by Ronald Black if the 2006 Free Shares and 2007 Free Shares are free of all charges, pledges, security interests or other rights to the benefit of any third party, on the date of exercise of the Put Option. The Put Option will be cancelled at Sierra Wireless’ option if, on the Date of Transfer as defined in Article 1.3.1 below, the 2006 Free Shares or the 2007 Free Shares are

	not free and clear of all charges, pledges, security interests or other rights to the benefit of a third party.
1.1.6	Ronald Black accepts the benefit of the Put Option, as an option only, without however undertaking to sell the 2006 Free Shares and the 2007 Free Shares until he serves the notice referred to in Article 1.1.1, at which point he shall have undertaken to sell the 2006 Free Shares and/or the 2007 Free Shares.
1.1.7	This Put Option is personal to Ronald Black only and may only be exercised by him or his lawful heirs (in the event of his death).
1.1.8	This Put Option shall be automatically deemed void in case Ron Black accepts within a period of two (2) years from the date hereof, in the European Union or in North America, employment or work as consultant, contractor or any other capacity in a competing Business or take any shareholding representing more than 10% of a company if such company is, directly or indirectly, operating a competing Business. For the purposes of this clause, “Business” shall mean the sale, as a direct competitor, of (i) cellular USB and PC Cards for mobile computing, (ii) cellular wireless gateways for machine to machine and (iii) middleware or applications software solutions for machine to machine.

1.2 Call Option

1.2.1	Ronald Black undertakes to sell, upon notice served by Sierra Wireless in the form set out in Schedule 1.2.1, all the 2006 Free Shares and 2007 Free Shares in accordance with the conditions described below (the “Call Option”).
1.2.2	The Call Option may be exercised only once for each plan, in compliance with the provisions of Article 7.5 below, at any time during the following time periods: (the “Call Option Exercise Period”), provided that Ronald Black has not previously served a valid put option notice for the same shares:

-  From 19 June 2010 to 19 September 2010 as regards the 2006 Free Shares;

-  From 9 July 2011 to 9 October 2011 as regards the 2007 Free Shares;

Being specified that:

-  in the event the Put Option is deemed void under Article 1.1.8, the time periods indicated above shall be automatically extended by 12 months each;

-  in the event the exercise of the Call Option is not possible for regulatory reasons (such as during blackout periods), the relevant Call Option Exercised Period shall be automatically extended for a duration equal to the period during which the exercise of the Call Option was not possible.

1.2.3	The Call Option will become null and void if Sierra Wireless does not exercise it at the latest at the end of the Call Option Exercise Period, unless the Parties reach an agreement prior to such expiry to extend the Call Option Exercise Period.
1.2.4	The Call Option purchase price of each 2006 Free Share and 2007 Free Share will be €8.50 less the amount of dividends or any other distribution of reserves (including any redemption of shares or repayment of capital) received by Ronald Black prior to the payment made by Sierra Wireless pursuant to Article 1.3.3;

	provided, however, that this price will be adjusted, as the case may be, to take into account any split, reverse-split or any other operation on the Company’s shares.
1.2.5	Sierra Wireless accepts the benefit of the Call Option as an option only, without however undertaking to purchase the 2006 Free Shares and the 2007 Free Shares until Sierra Wireless serves the notice referred to in Article 1.2.1, at which point Sierra Wireless shall have undertaken to buy the 2006 Free Shares and/or 2007 Free Shares from Ronald Black.

1.3 Completion of the Put Option and the Call Option

1.3.1	The transfer of the 2006 Free Shares and 2007 Free Shares to the benefit of Sierra Wireless will take place within fifteen (15) business days (subject to applicable blackout periods) following the service of a valid notice in respect of either the Put Option or the Call Option (the date of the transfer being hereafter referred to as the “Date of Transfer”).
1.3.2	On the Date of Transfer, Ronald Black will deliver to Sierra Wireless a share transfer form relating to all the shares subject to the exercise of the Put Option or the Call Option, as the case may be, duly signed and established to the benefit of Sierra Wireless.
1.3.3	Sierra Wireless will pay the price by cheque or wire transfer to Ronald Black’s bank account pursuant to Ronald Black’s instructions notified to Sierra Wireless within ten (10) business days of the exercise notice of the Put Option or the Call Option, as the case may be.
1.3.4	If on the Date of Transfer the Company’s shares are still listed, Sierra Wireless will give to Ronald Black, by exception to Articles 1.3.2 and 1.3.3 above, the necessary instructions to proceed, at the expense of Sierra Wireless, with the transfer of the concerned shares through an authorised broker.
1.3.5	Sierra Wireless will be the owner and economic beneficiary of the shares on the Date of Transfer, and the shares will come into Sierra Wireless’ possession on such date, and from such time, all dividends which may be associated with the shares and which may be distributed or paid together with all voting rights attaching to the shares shall benefit Sierra Wireless.
1.3.6	As soon as possible following the transfer, Sierra Wireless shall, for the Parties, notify the Company or the company in charge of its “Service Titres” of the completion of the transfer of shares as of the Date of Transfer.

1.4	Conditions
	The Parties agree that the Put Option and the Call Option may only be exercised if, at least 10 trading days prior to the beginning of the relevant Put Option Exercise Period (the “Reference Date”):

-  The publicly held portion of the Company’s shares (such as defined in instruction N.03-01 of NYSE Euronext) including the 2006 Free Shares and 2007 Free Shares is lower than 5%; or

-  The average trading volume observed over a period of thirty (30) consecutive trading days prior to the relevant Reference Date is lower than 20,000 shares per day.

2	Treatment of Shares, BCE and 2004 Stock Options
	Ronald Black unconditionally and expressly undertakes to exercise all of his BCE and 2004 Stock Options and to tender all the resulting shares to the subsequent tender offer to be opened in France by Sierra Wireless on 11 March 2009 (the “Subsequent Offer").
	In case Ronald Black does not exercise any of his BCE and 2004 Stock Options and tender the resulting shares to the Subsequent Offer in compliance with the above paragraph, Ronald Black unconditionally and expressly waives any right he has in connection with these BCE and 2004 Stock Options and, in particular, definitively renounces to his right to exercise all the BCE and 2004 Stock Options.
3	Treatment of 2006 Stock Options
	Ronald Black unconditionally and expressly waives any right he has in connection with the 2006 Stock Options with immediate effect as of the date hereof. Both the Company and Sierra Wireless are therefore released from any obligation they may have in connection either directly or indirectly with the 2006 Stock Options.
4	Operations affecting the Company or the 2006 and 2007 Free Shares
	In case any merger, spin-off, contribution, change of nominal value or change of corporate form of the Company occurs prior to the date of exercise of the Put Option or Call Option, as the case may be, all the provisions of this Agreement will apply to the total number of shares and other securities granted or exchanged following the aforementioned operations (those shares and securities being together referred as the “Substituted Securities”), as if the Substituted Securities were the 2006 Free Shares and 2007 Free Shares and after having amended the purchase price to neutralize the effect of the aforementioned operations to the extent not already done pursuant to the 2006 and 2007 Free Shares plans.
5	Cooperation
5.1	Subject to Section 5.2, Ronald Black, acting in his capacity of shareholder of the Company, unconditionally and irrevocably undertakes to cooperate with Sierra Wireless in case Sierra Wireless contemplates to implement a squeeze out of the minority shareholders of the Company and to take any action that Sierra Wireless considers necessary or useful to implement such squeeze out.
5.2	Ronald Black’s obligations under Section 5.1 above shall not require him to implement any action that would result in the creation of a concert action with Sierra Wireless, unless Sierra Wireless has, prior to the filing of any buy-out offer (offre publique de retrait), made a cash deposit with its presenting bank covering the purchase price for all outstanding securities of the Company it does not hold.
6	Representations
6.1	Ronald Black represents that he does not hold either directly or indirectly any securities or rights of or in the Company, or any of its direct or indirect affiliates, that are not subject to this Agreement.

6.2	Each Party declares that it has the capacity and the necessary powers to execute this Agreement and to perform the obligations and transactions contemplated in this Agreement.
6.3	Ronald Black warrants and undertakes (i) that the 2006 Free Shares and 2007 Free Shares will not, until or at the end of the exercise period of the corresponding Call Option, be subject to any assignment, contribution, exchange or other transfer (hereinafter referred to as a “Transfer”) or an undertaking to Transfer the ownership or economic benefit (full or dismembered) to the benefit of a person or entity other than Sierra Wireless, and (ii) that he will not grant any security interest, guarantee or other right in favour of a third party or enter into any undertaking restricting, in any way whatsoever, the full and complete ownership of the 2006 Free Shares and the 2007 Free Shares or their free transferability, except with the prior written consent of Sierra Wireless.
7	General Provisions
7.1	Duration
	The Agreement will remain in force for the time necessary to complete the performance of the transactions subsequent to the exercise of the Put Option and Call Option and will expire at the latest on 31 December 2012.
7.2	Assignment
	Sierra Wireless shall be entitled to assign, to any person or entity, or more generally, but without limitation, any future shareholder of the Company, all or part of its rights and obligations under this Agreement. Such assignment shall not be subject to Ronald Black’s prior consent provided that (i) the assignee is a company or entity directly or indirectly controlled by Sierra Wireless, Inc., or (ii) Sierra Wireless remains jointly and severally liable with the assignee’s obligations under this Agreement.
	In the case of death of Ronald Black, all of his rights and obligations under this Agreement will automatically be transferred to his heirs and beneficiaries.
7.3	Variation etc.
	No variation of this Agreement shall be effective unless in writing and signed by or on behalf of each of the Parties to this Agreement.
7.4	Whole Agreement
	This Agreement and the other agreements entered into on or subsequent to the date hereof contain the whole agreement between the Parties relating to their subject matter and any terms implied by law which may be excluded by contract and supersedes any previous written or oral agreement between the parties in relation to the matters dealt with in this Agreement.
7.5	Notices
	Any notice or other communication required to be given or served under or in connection with this Agreement shall be in writing and shall be sufficiently given or served if delivered or sent:
	In the case of Sierra Wireless to:
	Blake, Cassels & Graydon LLP

Suite 2600,
Three Bentall Centre,
595 Burrard Street,
P.O. Box 49314,
Vancouver,
British Columbia,
V7X IL3,
Canada
fax: (604) 631-3309

Attention: Jocelyn Kelley

And

Sierra Wireless Inc.
13811 Wireless Way
Richmond, British Columbia
Canada
V6V 3A4
Fax: 604 231-1103

Attention: Dave McLennan

In the case of the Ronald Black to:

110 Cayuga Heights Road
14850 Ithaca, New York
e-mail: ron.black@mac.com
Attention: Ronald Black

	Any such notice or other communication shall be delivered by hand or sent by courier or fax. If sent by courier or fax, such notice or communication shall conclusively be deemed to have been given or served on the business day following the time of dispatch. Any fax shall, in addition, be sent by post on the day on which it is sent, but this shall not alter the time it is deemed served pursuant to this Clause.
	The Parties may by notice to the other Parties and in accordance with the above-mentioned provisions of this Section specify from time to time a different address for notice within France or Canada upon 10 Business Days notice.
7.6	Severability
	If any term or provision of this Agreement is held to be illegal or unenforceable, in whole or in part, under any enactment or rule of Law, such term or provision or part shall to that extent be deemed not to form part of this Agreement, but the enforceability of the remainder of this Agreement shall not be affected. Furthermore, in lieu of such invalid illegal or unenforceable provision, the parties shall add as part of this Agreement a provision as similar in terms to such invalid, illegal or unenforceable provision as may be possible and be valid, legal and enforceable.

7.7	Governing Law and Jurisdiction
	This Agreement shall be governed by and construed in accordance with French law.
	Any dispute relating to its validity, interpretation or execution shall be submitted to the competent court of the jurisdiction of the Paris Court of Appeal.
7.8	Miscellaneous
	The Parties acknowledge that the securities laws of Canada, the United States and France may require the disclosure and publication of this Agreement and expressly consent to any such disclosure or publication.

Executed in Paris on 6 March 2009, in three original copies

/s/ Jason Cohenour

Sierra Wireless France

Represented by: Jason Cohenour

/s/ Michel Alard

Wavecom

Represented by: Michel Alard

Title: Président du Conseil d’Administration

/s/ Ronald Black

Ronald Black