Wisekey International Holding S.A. Sample Contracts
WISEKEY INTERNATIONAL HOLDINGS S.A. AND THE BANK OF NEW YORK MELLON, as Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Amended and Restated Deposit Agreement May 19, 2022Deposit Agreement • April 28th, 2023 • Wisekey International Holding S.A. • Services-computer processing & data preparation • New York
AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of May 19, 2022 among WISEKEY INTERNATIONAL HOLDINGS S.A., a company incorporated under the laws of Switzerland (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 17th, 2025 • Wisekey International Holding S.A. • Services-computer processing & data preparation • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 16, 2024, between SEALSQ Corp., a British Virgin Islands company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 17th, 2025 • Wisekey International Holding S.A. • Services-computer processing & data preparation • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 17, 2024, between SEALSQ Corp., a British Virgin Islands company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Mr. Carlos Moreira Chief Executive Officer SEALSQ Corp.Placement Agent Agreement • April 17th, 2025 • Wisekey International Holding S.A. • Services-computer processing & data preparation • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • April 13th, 2022 • Wisekey International Holding S.A. • Services-computer processing & data preparation
ContractService Level Agreement • November 8th, 2019 • Wisekey International Holding S.A. • Services-computer processing & data preparation
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
FIRST AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • April 13th, 2022 • Wisekey International Holding S.A. • Services-computer processing & data preparation
WISeKey International Holding AG, a stock corporation (company registration number CHE-143.782.707) organized and existing under the laws of Switzerland, having its registered office at General-Guisan-Strasse 6, 6300 Zug, Switzerland, as issuer (the "Issuer"); and
ContractService Level Agreement • November 8th, 2019 • Wisekey International Holding S.A. • Services-computer processing & data preparation
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
MASTER PURCHASE AGREEMENTMaster Purchase Agreement • November 8th, 2019 • Wisekey International Holding S.A. • Services-computer processing & data preparation • New York
This Master Purchase Agreement (“Agreement”) is made as of August ___, 2014 (“Effective Date”) between Cisco Systems International B.V., a Netherlands corporation, having its principal place of business at Haarlerbergpark, Haalerbergweb 13-19, 1101 CH Amsterdam, The Netherlands, on behalf of itself and its Subsidiaries (collectively, “Cisco”), and Inside Secure, a French corporation having a place of business at 41 Parc Club du Golf, Aix-en-Provence, France (“Supplier”).
CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • April 29th, 2021 • Wisekey International Holding S.A. • Services-computer processing & data preparation
WISeKey International Holdings Ltd, a stock corporation (Aktiengesellschaft) incorporated in Switzerland and registered in the commercial register of the Canton of Zug under registration number CHE-143.782.707, with its registered office at General-Guisan-Strasse 6, 6300 Zug (the Borrower) and Crede CG III, Ltd, a limited company incorporated under [the laws of Bermudas, with registered office at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda (the Lender; the Borrower and the Lender each a Party and together the Parties), enter into this Convertible Loan Agreement (as amended, restated, supplemented or otherwise modified from time to time, the Agreement) as of August 07, 2020,
ContractConvertible Loan Agreement • March 13th, 2020 • Wisekey International Holding S.A. • Services-computer processing & data preparation
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
LOCK-UP AGREEMENTLock-Up Agreement • November 18th, 2025 • Wisekey International Holding S.A. • Services-computer processing & data preparation • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of November 9, 2025, by and among (i) WISeSat.Space Holdings Corp., a British Virgin Islands business company (“Pubco”), (ii) Columbus Acquisition Corp, a Cayman Islands exempted company (together with its successors, “CAC”), and (iii) the undersigned (each, a “Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below). Pubco, CAC, and the Holder may be referred to herein individually as a “Party” and collectively as the “Parties”.
SHARE SUBSCRIPTION FACILITY AGREEMENTShare Subscription Facility Agreement • October 30th, 2019 • Wisekey International Holding S.A. • Services-computer processing & data preparation
Agreement for the Issuance and Subscription of Convertible Notes dated as of May 18th, 2020 by and betweenAgreement for the Issuance and Subscription of Convertible Notes • April 29th, 2021 • Wisekey International Holding S.A. • Services-computer processing & data preparation
The Issuer and the Investor are hereinafter referred to as a Party and together as the Parties regarding the grant of a convertible loan facility denominated in notes convertible into registered shares, par value CHF 0.05 each, of the Issuer
BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • November 18th, 2025 • Wisekey International Holding S.A. • Services-computer processing & data preparation • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of November 9, 2025 (the “Signing Date”) by and among (i) Columbus Acquisition Corp., a Cayman Islands exempted company (together with its successors, “CAC”), (ii) WISeSat.Space Holdings Corp., a British Virgin Islands business company (“Pubco”), (iii) WISeSat Merger Sub Corp., a Cayman Islands exempted company and a wholly owned subsidiary of Pubco (“Merger Sub”), (iv) WISeSat.Space Corp., a British Virgin Islands business company (the “Company”), and (v) WISeKey International Holding Ltd., a Swiss company (together with its successors, including after its anticipated domestication to the British Virgin Islands prior to the Closing, the “Seller”). CAC, Pubco, Merger Sub, the Company and the Seller are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
Buffer Stock AgreementBuffer Stock Agreement • October 16th, 2019 • Wisekey International Holding S.A. • Services-computer processing & data preparation • England
Second Amendment to SUBSCRIPTION AGREEMENTSubscription Agreement • April 28th, 2023 • Wisekey International Holding S.A. • Services-computer processing & data preparation
WISeKey International Holding AG, a stock corporation (company registration number CHE-143.782.707) organised and existing under the laws of Switzerland, having its registered office at General-Guisan-Strasse 6, 6300 Zug, Switzerland, as issuer (the "Issuer"); and
Amendment Agreement to Draft Term Sheet: Equity Financing Mechanism (Agreement)Amendment Agreement to Draft Term Sheet: Equity Financing Mechanism • April 13th, 2022 • Wisekey International Holding S.A. • Services-computer processing & data preparation
Whereas WISeKey International Holding Ltd (WISeKey) and arago GmbH (arago) (WISeKey and arago each a Party and together the Parties) have entered into an Equity Financing Mechanism Agreement, dated 02 April 2021, and an Addendum Agreement, dated 28 July 2021 (together the Financing Agreement) pursuant to which the Parties have agreed on the mechanism and terms for WISeKey to provide equity financing to arago;
CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • April 29th, 2021 • Wisekey International Holding S.A. • Services-computer processing & data preparation
SPONSOR AGREEMENTSponsor Agreement • November 18th, 2025 • Wisekey International Holding S.A. • Services-computer processing & data preparation
This SPONSOR AGREEMENT, dated as of November 9, 2025 (this “Sponsor Agreement”), is entered into by and among Hercules Capital Management VII Corp, a British Virgin Islands company (“Sponsor”), WISeSat.Space Corp., a British Virgin Islands business company (the “Company”), WISeSat.Space Holdings Corp., a British Virgin Islands business company (“Pubco”), and Columbus Acquisition Corp, a Cayman Islands exempted company (“CAC”). Capitalized terms used but not defined in this Sponsor Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • October 16th, 2019 • Wisekey International Holding S.A. • Services-computer processing & data preparation
This Director Indemnification Agreement, dated as of , 2019 (this “Agreement”), is made by and between WISeKey International Holding AG, a corporation incorporated under the laws of Switzerland (the Company) and (the Indemnitee), the director of the Company .
ContractConvertible Term Loan Facility Agreement • March 13th, 2020 • Wisekey International Holding S.A. • Services-computer processing & data preparation
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
WARRANT AGREEMENT dated between WISEKEY INTERNATIONAL HOLDING AG as Issuer and YA II PN, LTD as Warrantholder in respect of 500,000 Warrants on Issuer Shares CONTENTSWarrant Agreement • November 8th, 2019 • Wisekey International Holding S.A. • Services-computer processing & data preparation
Warrant Agreement dated as of August 07, 2020 by and betweenWarrant Agreement • April 29th, 2021 • Wisekey International Holding S.A. • Services-computer processing & data preparation
Amendment Agreement to Draft Term Sheet: Equity Financing Mechanism (Agreement)Amendment Agreement to Draft Term Sheet: Equity Financing Mechanism • April 13th, 2022 • Wisekey International Holding S.A. • Services-computer processing & data preparation
Whereas WISeKey International Holding Ltd (WISeKey) and arago GmbH (arago) (WISeKey and arago each a Party and together the Parties) have entered into an Equity Financing Mechanism Agreement (the Financing Agreement) dated 02 April 2021 pursuant to which the Parties have agreed on the mechanism and terms for WISeKey to provide equity financing to arago;
Executed Version Agreement for the Issuance and Subscription of Convertible Notes dated as of December 8, 2020 by and betweenConvertible Notes Agreement • April 29th, 2021 • Wisekey International Holding S.A. • Services-computer processing & data preparation
regarding the grant of a convertible loan facility denominated in notes convertible into registered shares, par value CHF 0.05 each, of the Issuer
Warrant AgreementWarrant Agreement • October 16th, 2019 • Wisekey International Holding S.A. • Services-computer processing & data preparation
Crede CG III, Ltd. Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda (hereinafter the Warrant Holder) (the Company and the Warrant Holder each a Party and together the Parties)
First Amendment to the Warrant AgreementWarrant Agreement • April 29th, 2021 • Wisekey International Holding S.A. • Services-computer processing & data preparation • Clarendon
Amended and Restated REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 18th, 2025 • Wisekey International Holding S.A. • Services-computer processing & data preparation • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 9, 2025, by and among (i) WISeSat.Space Holdings Corp., a British Virgin Islands company (including any successor entity thereto, “Pubco”), (ii) Columbus Acquisition Corp., a Cayman Islands exempted company (together with its successors, “CAC”), (iii) Hercules Capital Management VII Corp., a British Virgin Islands company (“Sponsor”), (iv) each of the undersigned parties that were “Investors” under the Original Agreement (as defined below) (together with any of the other “Investors” other than Sponsor under the Original Agreement, the “CAC Insiders” and together with Sponsor, the “CAC Investors”), (v) WISeKey International Holdings Limited, a Swiss corporation (together with its successors, including after its anticipated domestication to the British Virgin Islands, “Seller”), and (vi) the undersigned parties listed as “Insiders” on the signature pages hereto (the “Insiders”, and t
SUBSCRIPTION AGREEMENTSubscription Agreement • April 13th, 2022 • Wisekey International Holding S.A. • Services-computer processing & data preparation
WISeKey International Holding AG, a stock corporation (company registration number CHE- 143.782.707) organised and existing under the laws of Switzerland, having its registered office at General-Guisan-Strasse 6, 6300 Zug, Switzerland, as issuer (the "Issuer"); and
ContractCredit Agreement • March 13th, 2020 • Wisekey International Holding S.A. • Services-computer processing & data preparation
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
First Amendment to the Warrant Agreement dated as of September 18, 2020 by and betweenWarrant Agreement • April 29th, 2021 • Wisekey International Holding S.A. • Services-computer processing & data preparation
PICOPASS LICENSE AGREEMENTPicopass License Agreement • November 8th, 2019 • Wisekey International Holding S.A. • Services-computer processing & data preparation • England
This PicoPass License Agreement (“Agreement”) is by and between Inside Secure (“INSIDE”) having a principal place of business at Arteparc Bachasson Bat A, rue de la Carriere de Bachasson, 13590 Meyreuil, France and HID Global Corporation (“HID”), a corporation incorporated in the State of Delaware, United States of America, having a principal place of business at 611 Center Ridge Drive, Austin, TX 78753 USA, for and on behalf of itself and its Affdiates. This Agreement is entered into as of this 8th day of December 2014 (“Effective Date”).
STANDBY EQUITY DISTRIBUTION AGREEMENTStandby Equity Distribution Agreement • November 8th, 2019 • Wisekey International Holding S.A. • Services-computer processing & data preparation
YA II PN, Ltd., an exempted company incorporated in the Cayman Islands with Limited Liability, with a registered office at do Maples Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street, George Town, Cayman Islands (the “Investor”),
AMENDMENT TO INSIDER LETTERInsider Letter Amendment • November 18th, 2025 • Wisekey International Holding S.A. • Services-computer processing & data preparation
THIS AMENDMENT TO INSIDER LETTER (this “Amendment”) is made and entered into as of November 9, 2025, by and among (i) Columbus Acquisition Corp, a Cayman Islands exempted company (together with its successors, “CAC”), (ii) WISeSat.Space Holdings Corp., a British Virgin Islands business company (“Pubco”), (iii) Hercules Capital Management VII Corp, a British Virgin Islands company (the “Sponsor”), (iv) WISeSat.Space Corp., a British Virgin Islands business company (the “Company”) and (v) the undersigned individuals, each of whom is a member of CAC’s board of directors and/or management team and who, along with the Sponsor and other transferees of the applicable CAC securities, is referred to as an “Insider” pursuant to the terms of the Insider Letter. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Insider Letter (as defined below) (and if such term is not defined in the Insider Letter, then in the Business Combina