First Amendment to the Warrant Agreement

Exhibit 4.28

First Amendment to the Warrant Agreement

dated as of September 18, 2020

by and between

WISeKey International Holdings Ltd ▇▇▇▇▇▇▇-▇▇▇▇▇▇-▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇	(hereinafter the Company)
And
▇▇▇▇▇ ▇▇ III, Ltd. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ 11, Bermuda	(hereinafter the Warrant Holder)
	(the Company and the Warrant Holder each a Party and together the Parties)

regarding the grant by the Company of the Warrant Right (as defined herein)

WHEREAS

A. The Company and the Warrant Holder are parties to a Warrant Agreement dated as of August 7, 2020 (as further amended hereby or as amended in the future, the "Warrant Agreement")

Now, therefore, the Parties agree as follows:

1. Amendments to the Warrant Agreement

Annex 1, B. Other Definitions, the term Exercise Price is amended to read as follows:

Exercise Price shall be CHF 1.375.

2. General Terms

(a) Except as amended hereby, all terms and conditions of the Warrant Agreement remain in full force and effect.

(b) This document contains the entire agreement of the Parties in connection with the subject matter of this Amendment and cannot be changed or terminated orally.

(c) If there is an express conflict between the terms of this Amendment and the terms of the Warrant Agreement, the terms of this Amendment will govern and control.

[Signatures on the Next Page]

IN WITNESS WHEREOF, the Company and the Warrant Holder, each by its duly authorized officers, have executed this Agreement as of the day and year first written above.

WISeKey International Holding Ltd.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇		/s/ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Chief Executive Officer and Chairman of the Board of Directors		▇▇▇▇▇ ▇▇▇▇ Chief Financial Officer and Member of the Board of Directors

▇▇▇▇▇ ▇▇ III, Ltd.

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Executive Officer