SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 12th, 2023 • SEALSQ Corp • Semiconductors & related devices
This Securities Purchase Agreement (this “Agreement”) is dated as of July 11, 2023, 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”).
ORDINARY SHARES PURCHASE WARRANT SEALSQ CORPSEALSQ Corp • March 21st, 2024 • Semiconductors & related devices
THIS ORDINARY SHARES PURCHASE WARRANT (this “Warrant”) certifies that, for value received, L1 Capital Global Opportunities Master Fund Ltd., or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, to subscribe for and purchase from SEALSQ Corp, a British Virgin Islands company (the “Company”), 768,679 shares of Ordinary Shares (subject to adjustment hereunder, the “Warrant Shares”) at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter.
ContractSEALSQ Corp • March 21st, 2024 • Semiconductors & related devices
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF, MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF, PURSUANT TO THE TERMS OF THIS NOTE.
The Class F shareholders (as listed in Schedule 1 hereto) and SEALSQ CORP (as the Company)Class F Shareholders • March 10th, 2023 • SEALSQ Corp • Semiconductors & related devices • Virgin Islands
A The Parties wish to govern certain rights and obligations of the Class F Shareholders, including the exercise of their voting power in the Company.
SERVICE AGREEMENTService Agreement • February 10th, 2023 • SEALSQ Corp • Semiconductors & related devices
This Service Agreement (the Agreement) enters into force as of the date it is signed by the Parties and supersedes and replaces any other previous agreements between the Parties relating to the matters discussed herein.
Debt Transfer AgreementDebt Transfer Agreement • February 10th, 2023 • SEALSQ Corp • Semiconductors & related devices
WISeKey International Holding AG, a limited liability company duly organized and existing under the laws of Switzerland, with its registered address at General-Guisan-Strasse 6, CH-6300 Zug, Switzerland as lender (“Lender”);, and
SERVICE AGREEMENT dated as of 01 October 2022 _ _ _ _ _Service Agreement • December 9th, 2022 • SEALSQ Corp • Semiconductors & related devices
This Service Agreement (the Agreement) enters into force as of the date it is signed by the Parties and supersedes and replaces any other previous agreements between the Parties relating to the matters discussed herein.
Loan AgreementLoan Agreement • December 9th, 2022 • SEALSQ Corp • Semiconductors & related devices
WISeCoin AG, a Swiss company with its principal place of business at General Guisan Strasse 6, 6300 Zug, Switzerland as lender (“Lender”); and
ContractService Level Agreement • February 10th, 2023 • SEALSQ Corp • Semiconductors & related devices
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information the issuer both customarily and actually treats as private and confidential.
ContractSEALSQ Corp • February 10th, 2023 • Semiconductors & related devices
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information the issuer both customarily and actually treats as private and confidential.
MASTER PURCHASE AGREEMENTMaster Purchase Agreement • February 10th, 2023 • SEALSQ Corp • Semiconductors & related devices • 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”).
Loan AgreementLoan Agreement • March 24th, 2023 • SEALSQ Corp • Semiconductors & related devices
WISeKey International Holding SA, a Swiss company with its principal place of business at General Guisan Strasse 6, 6300 Zug, Switzerland as lender (“Lender”); and
Debt Transfer AgreementDebt Transfer Agreement • December 9th, 2022 • SEALSQ Corp • Semiconductors & related devices
WISeKey International Holding AG, a limited liability company duly organized and existing under the laws of Switzerland, with its registered address at General-Guisan-Strasse 6, CH-6300 Zug, Switzerland as lender (“Lender”);, and
AMENDMENT NO. 1 TO CISCO/WISEKEYSEALSQ Corp • March 21st, 2024 • Semiconductors & related devices
This Amendment No.1 to Cisco/WISeKey Memorandum of Understanding (“Amendment”) is entered into on December 20, 2022 (the “Effective Date”) by and among Cisco Systems, Inc., a Delaware corporation with offices at 170 West Tasman Drive, San Jose, CA 95134 and WISeKey Semiconductors SAS, a company organized under the laws of France with its headquarters located at Arteparc de Bachasson, Bat A, Rue de la Carriere de Bachasson, 13590 Meyreuil, France (“Supplier”). Cisco and Supplier are individually referred to as a “Party” and collectively referred to as the “Parties.”
First Amendment to the Loan AgreementLoan Agreement • December 9th, 2022 • SEALSQ Corp • Semiconductors & related devices
WISeCoin AG. of General-Guisan-Strasse 6, Zug, CH-6300, Switzerland ("LENDER") and WISeKey Semiconductors SAS of Arteparc Bachasson,Bât A, Rue de la carrière de Bachasson, 13590 Meyreuil, France, corporation ("BORROWER") enter into this First amendment to the Loan Agreement (this “Amendment”) as of November 3rd, 2022 (the “EFFECTIVE DATE”).
First Amendment to the REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • December 9th, 2022 • SEALSQ Corp • Semiconductors & related devices
WISeKey International Holding AG. of General-Guisan-Strasse 6, Zug, CH-6300, Switzerland ("LENDER") and WISeKey Semiconductors SAS (formerly named VaultIC SAS) of Arteparc Bachasson,Bat A, Rue de la carriere de Bachasson, 13590 Meyreuil, France, corporation ("BORROWER") enter into this First amendment to Revolving Credit Agreement (this Amendment) as of November 1st 2017 (the “EFFECTIVE DATE”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 12th, 2023 • SEALSQ Corp • Semiconductors & related devices
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of July 11, 2023, by and among SEALSQ CORP (the “Company”), and each Person identified as “Investor” on the signature pages hereto (together with their respective successors and permitted assigns, each an “Investor”).
SEALSQ CORP F SHARE OPTION PLANForm of Option Agreement • February 10th, 2023 • SEALSQ Corp • Semiconductors & related devices • Virgin Islands
SEALSQ Corp is a BVI business company limited by shares incorporated under the laws of the British Virgin Islands with registered number 2095496.
First Amendment to the DEBT TRANSFER AGREEMENTSSEALSQ Corp • December 9th, 2022 • Semiconductors & related devices
WISeKey International Holding AG. of General-Guisan-Strasse 6, Zug, CH-6300, Switzerland ("LENDER") and WISeKey Semiconductors SAS (formerly named Vault-IC SAS) of Arteparc Bachasson, Bât A, Rue de la carrière de Bachasson, 13590 Meyreuil, France, corporation ("BORROWER") enter into this First amendment (this “Amendment”) to the Debt Transfer Agreements (as described below) as of November 1st, 2022 (the “EFFECTIVE DATE”).
Fourth Amendment to the REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • December 9th, 2022 • SEALSQ Corp • Semiconductors & related devices
WISeKey International Holding AG. of General-Guisan-Strasse 6, Zug, CH-6300, Switzerland ("LENDER") and WISeKey Semiconductors SAS (formerly named Vault-IC SAS) of Arteparc Bachasson,Bât A, Rue de la carrière de Bachasson, 13590 Meyreuil, France, corporation ("BORROWER") enter into this Fourth amendment to Revolving Credit Agreement (this “Amendment”) as of November 3rd, 2022 (the “EFFECTIVE DATE”).
SCHEDULE 1 FORM OF OPTION AGREEMENT SEALSQ CORP SHARE OPTION PLANForm of Option Agreement • March 10th, 2023 • SEALSQ Corp • Semiconductors & related devices
This OPTION AGREEMENT is made on March 10, 2023, by and between SEALSQ Corp is a company limited by shares incorporated under the laws of the British Virgin Islands with registered number 2095496 (the "Company") and Peter Ward (the "Participant").
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 4th, 2024 • SEALSQ Corp • Semiconductors & related devices
This Amendment to Securities Purchase Agreement (this “Amendment”) is dated as of March 1, 2024 and is made as a deed by and among SEALSQ CORP, a British Virgin Islands company with registration number 2095496, (the “Company”), and the purchasers identified on the signature pages hereto (together with its successors and assigns, the “Investors”), amends that certain Securities Purchase Agreement (the “Initial Purchase Agreement”) by and among the Company and the Investors, dated as of July 11, 2023, as amended by the Amendment to Securities Purchase Agreement dated as of January 9, 2024 (the “Prior Amendment” and the Initial Purchase Agreement as amended by the Prior Amendment, the “Purchase Agreement”). The Company and the Investors are sometimes each individually referred to herein as a “Party” and collectively as the “Parties.” All capitalized words and terms not otherwise defined herein shall have the meaning given to those terms in the Purchase Agreement. It is intended that this
First Amendment to the Loan AgreementLoan Agreement • December 9th, 2022 • SEALSQ Corp • Semiconductors & related devices
WISeCoin AG. of General-Guisan-Strasse 6, Zug, CH-6300, Switzerland ("LENDER") and WISeKey Semiconductors SAS of Arteparc Bachasson,Bât A, Rue de la carrière de Bachasson, 13590 Meyreuil, France, corporation ("BORROWER") enter into this First amendment to the Loan Agreement (this “Amendment”) as of November 3rd, 2022 (the “EFFECTIVE DATE”).
ContractSEALSQ Corp • February 5th, 2024 • Semiconductors & related devices
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF, MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF, PURSUANT TO THE TERMS OF THIS NOTE.
WISEKEY INTERNATIONAL HOLDINGS ltd (as the Shareholder) and SEALSQ Corp (as the Company)Agreement • December 9th, 2022 • SEALSQ Corp • Semiconductors & related devices • Virgin Islands
B The Shareholder is also the sole shareholder of WiseKey Semiconductor SAS, a French Société par actions simplifiée with registered number RCS Aix-en-Provence 523 966 182 (WISeKey SAS).
ContractSEALSQ Corp • March 4th, 2024 • Semiconductors & related devices
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF, MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF, PURSUANT TO THE TERMS OF THIS NOTE.
Third Amendment to the REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • December 9th, 2022 • SEALSQ Corp • Semiconductors & related devices
WISeKey International Holding AG. of General-Guisan-Strasse 6, Zug, CH-6300, Switzerland ("LENDER") and WISeKey Semiconductors SAS (formerly named Vault-IC SAS) of Arteparc Bachasson,Bât A, Rue de la carrière de Bachasson, 13590 Meyreuil, France, corporation ("BORROWER") enter into this Third amendment to Revolving Credit Agreement (this “Amendment”) as of November 3rd, 2022 (the “EFFECTIVE DATE”).
First Amendment to the REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • December 9th, 2022 • SEALSQ Corp • Semiconductors & related devices
WISeKey International Holding AG. of General-Guisan-Strasse 6, Zug, CH-6300, Switzerland ("LENDER") and WISeKey Semiconductors SAS (formerly named Vault- IC SAS) of Arteparc Bachasson,Bât A, Rue de la carrière de Bachasson, 13590 Meyreuil, France, corporation ("BORROWER") enter into this First amendment to Revolving Credit Agreement (this Amendment) as of November 1st 2017 (the “EFFECTIVE DATE”).
OPTION AGREEMENT SEALSQ CORP SHARE OPTION PLANOption Agreement • March 10th, 2023 • SEALSQ Corp • Semiconductors & related devices
This OPTION AGREEMENT is made on March 10, 2023, by and between SEALSQ Corp, a company limited by shares incorporated under the laws of the British Virgin Islands with registered number 2095496 (the "Company"), and Carlos Moreira (the "Participant").
CISCO/WISEKEY MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • March 21st, 2024 • SEALSQ Corp • Semiconductors & related devices
This Cisco/WISeKey Memorandum of Understanding (“MOU”) is entered into effective as of the date of last signature of this MOU by a Party hereto (the “Effective Date”) by and among Cisco Systems, Inc., a Delaware corporations with offices at 170 West Tasman Drive, San Jose, CA 95134 and WISeKey Semiconductors SAS, a company organized under the laws of France with its headquarters located at Arteparc de Bachasson, Bat A, Rue de la Carriere de Bachasson, 13590 Meyreuil, France (“Supplier”). Cisco and Supplier are individually referred to as a “Party” and collectively referred to as the “Parties.”
Debt Transfer AgreementDebt Transfer Agreement • December 9th, 2022 • SEALSQ Corp • Semiconductors & related devices
WISeKey International Holding AG, a limited liability company duly organized and existing under the laws of Switzerland, with its registered address at General-Guisan-Strasse 6, CH-6300 Zug, Switzerland as lender (“Lender”), and
DEBT REMISSION AGREEMENTDebt Remission Agreement • February 10th, 2023 • SEALSQ Corp • Semiconductors & related devices
WISeKey International Holding, a Swiss aktiengesellschaft, having its registered office at General-Guisan-Strasse 6, 6300 Zug (Switzerland) and listed on the Swiss Stock Exchange (ISIN CH0314029270), and duly represented by Carlos Moreira and Peter Ward;
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 12th, 2024 • SEALSQ Corp • Semiconductors & related devices
This Amendment to Securities Purchase Agreement (this “Amendment”) is dated as of January 9, 2024 and is made as a deed by and among SEALSQ CORP, a British Virgin Islands company with registration number 2095496, (the “Company”), and the purchasers identified on the signature pages hereto (together with its successors and assigns, the “Investors”), amends that certain Securities Purchase Agreement by and among the Company and the Investors, dated as of July 11, 2023 (the “Purchase Agreement”). The Company and the Investors are sometimes each individually referred to herein as a “Party” and collectively as the “Parties.” All initially capitalized terms not otherwise defined herein shall have the meaning given to those terms in the Purchase Agreement. It is intended that this document takes effect as a deed notwithstanding the fact that a party may only execute this document under hand.
REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • December 9th, 2022 • SEALSQ Corp • Semiconductors & related devices
This Revolving Credit Agreement (this "AGREEMENT") is made and entered into effective as of 1st of February 2016 (the "EFFECTIVE DATE") by and between
