0001193805-22-001684 Sample Contracts

The Class F shareholders (as listed in Schedule 1 hereto) and SEALSQ CORP (as the Company)
Class F Shareholders Agreement • December 9th, 2022 • 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.

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SERVICE AGREEMENT
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.

Debt Transfer Agreement
Debt 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

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 Agreement
Loan 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

Debt Transfer Agreement
Debt 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

First Amendment to the Loan Agreement
Loan 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 AGREEMENT
Revolving 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”).

First Amendment to the DEBT TRANSFER AGREEMENTS
Debt Transfer 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 (this “Amendment”) to the Debt Transfer Agreements (as described below) as of November 1st, 2022 (the “EFFECTIVE DATE”).

Fourth Amendment to the REVOLVING CREDIT AGREEMENT
Revolving 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”).

First Amendment to the Loan Agreement
Loan 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”).

WISEKEY INTERNATIONAL HOLDINGS ltd (as the Shareholder) and SEALSQ Corp (as the Company)
Subscription 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).

Third Amendment to the REVOLVING CREDIT AGREEMENT
Revolving 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 AGREEMENT
Revolving 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”).

Debt Transfer Agreement
Debt 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

REVOLVING CREDIT AGREEMENT
Revolving 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

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