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 • July 12th, 2023 • Semiconductors & related devices
THIS ORDINARY SHARES PURCHASE WARRANT (this “Warrant”) certifies that, for value received, [l], 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”), [l] 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 • July 12th, 2023 • 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.
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”).
