Common use of Conversion of the Convertible Notes Clause in Contracts

Conversion of the Convertible Notes. (a) The Investor may, by delivering to the Issuer a Conversion Notice, request Conversion of each Convertible Note or part thereof held by the Investor into fully paid New Shares at any time during the Conversion Period (the Conversion Notice). (b) The Investor is obliged to request Conversion of each Convertible Note held by the Investor no later than at the expiration of the Conversion Period except in case an Event of Default has occurred and is outstanding and subject to the Investor’s rights pursuant to Clause 15 and the Investor hence irrevocably undertakes to request Conversion of all outstanding Convertible Notes prior to the expiration of the Conversion Period. To the extent the Investor fails to request Conversion prior to the date falling ten (10) Business Days prior to the expiration of the Conversion Period, the Issuer is entitled to request Conversion during the last ten (10) Business Days of the Conversion Period. (c) It is understood and agreed that to the extent the formal Conversion Period pursuant to the Terms would extend beyond the date that falls twelve (12) months following the expiration of the Commitment Period (the Backstop Date), the Investor is nonetheless obliged to request Conversion of each Convertible Note held by the Investor prior to the Backstop Date except in case an Event of Default has occurred and is outstanding and subject to the Investor’s rights pursuant to Clause 15 and the Investor hence irrevocably undertakes to request Conversion of all outstanding Convertible Notes prior to the Backstop Date. To the extent the Investor has failed to request Conversion prior to the date falling ten (10) Business Days prior to the Backstop Date, the Issuer shall be authorized to request Conversion on behalf of the Investor during the last ten (10) Business Days immediately prior to the Backstop Date. Such Conversion shall be made through the Issuer (or any person designated by the Issuer) completing a Conversion Notice on behalf of the Investor. A copy of such Conversion Notice shall immediately be sent to the Investor. Investment Agreement between WISeKey International Holding AG and Nice & Green S.A. (d) The Conversion Price (and hence the price for each New Share) that will be applied at Conversion is set out in the Terms (it is noted that the Conversion Price shall never be lower than CHF 0.05). The Conversion Price shall be calculated in accordance with the Terms which stipulate that ninety-five (95) percent of the lowest Daily VWAP for a Share during the ten (10) Trading Days immediately preceding the Conversion Date (the Calculation Period) shall be used. (e) The issuance of New Shares will be made by the Issuer within twenty-four (24) hours from the receipt of a Conversion Notice in accordance with the Terms and the step plan for creation of the New Shares (the Step Plan) attached hereto as Schedule 4. (f) In order to deliver the New Shares to be received by the Investor upon Conversion, the Issuer shall, through SIS SIX AG, the Swiss central securities depository, and/or through the relevant responsible organization in case that the Issuer’s Shares are listed on an Exchange other than SIX Swiss Exchange, deliver or procure to be delivered, no later than within twenty-four (24) hours from the receipt of a Conversion Notice, the New Shares to the securities account of the Investor notified to the Issuer. The Issuer shall deliver such New Shares out of treasury or conditional capital or any other manner compliant with Swiss law, under exclusion of any pre-emptive rights of existing shareholders.

Conversion of the Convertible Notes. (a) The Investor may, by delivering to the Issuer a Conversion Notice, request Conversion of each Convertible Note or part thereof held by the Investor into fully paid New Shares at any time during the Conversion Period (the “Conversion Notice”). (b) The Investor is obliged to request Conversion of each Convertible Note held by the Investor no later than at the expiration of the Conversion Period except in case an Event of Default has occurred and is outstanding and subject to the Investor’s 's rights pursuant to Clause 15 and the Investor hence irrevocably undertakes to request Conversion of all outstanding Convertible Notes prior to the expiration of the Conversion Period. To the extent the Investor fails to request Conversion prior to the date falling ten (10) Business Days prior to the expiration of the Conversion PeriodPeriod and an Event of Default has not occurred and is not outstanding and subject to the Investor’s rights pursuant to Clause 16, the Issuer is entitled to request Conversion during the last ten (10) Business Days of the Conversion Period.. Agreement for the Issuance and Subscription of Convertible Notes 19 (c) It lt is understood and agreed that to the extent the formal Conversion Period pursuant to the Terms would extend beyond the date that falls twelve (12) months following the expiration of the Commitment Period (the “Backstop Date”), the Investor is nonetheless obliged to request Conversion of each Convertible Note held by the Investor prior to the Backstop Date except in case an Event of Default has occurred and is outstanding and subject to the Investor’s 's rights pursuant to Clause 15 and the Investor hence irrevocably undertakes to request Conversion of all outstanding Convertible Notes prior to the Backstop Date. To the extent the Investor has failed to request Conversion prior to the date falling ten (10) Business Days prior to the Backstop Date, the Issuer shall be authorized to request Conversion on behalf of the Investor during the last ten (10) Business Days immediately prior to the Backstop Date. Such Conversion shall be made through the Issuer (or any person designated by the Issuer) completing a Conversion Notice on behalf of the Investor. A copy of such Conversion Notice shall immediately be sent to the Investor. Investment Agreement between WISeKey International Holding AG and Nice & Green S.A.. (d) The Conversion Price (and hence the price for each New Share) that will be applied at Conversion is set out in the Terms (it is noted that the Conversion Price shall never be lower than CHF 0.05). The Conversion Price shall be calculated in accordance with the Terms which stipulate that ninety-five (95) percent of the lowest Daily VWAP for a Share during the ten (10) Trading Days immediately preceding the Conversion Date (the Calculation Period) shall be usedTerms. (e) The issuance of New Shares will be made by the Issuer within twenty-four two Trading Days (24or if the Shares have been suspended from trading for any reason, within two Business Days) hours from the receipt of a Conversion Notice in accordance with the Terms and the step plan for creation of the New Shares (the “Step Plan”) attached hereto as Schedule 4included in the Terms. (f) In order to deliver the New Shares to be received by the Investor upon Conversion, the Issuer shall, through SIS SIX AG, the Swiss central securities depository, and/or through the relevant responsible organization in case that the Issuer’s Shares are listed on an Exchange other than SIX Swiss Exchange, shall deliver or procure to be delivered, no later than within twenty-four with two (242) hours Trading Days (or if the Shares have been suspended from trading for any reason, two (2) Business Days) from the receipt of a Conversion Notice, the New Shares to the securities account of the Investor notified to the Issuer. The Issuer shall deliver such New Shares out of treasury or conditional capital or any other manner compliant with Swiss law, under exclusion of any pre-emptive rights of existing shareholders.