ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 31st, 2014 • Garnero Group Acquisition Co • Blank checks • New York
This Asset Purchase Agreement (this “Agreement”), dated as of October 30, 2014, is entered into between WISeTrust SA, a Swiss company (“WT”), WISeKey SA, a Swiss company (“WK”, and collectively with WT, the “Sellers”), and Garnero Group Acquisition Company, a Cayman Islands company (“Buyer”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the SPA (defined below).
SHARE PURCHASE AGREEMENT BY AND AMONG GARNERO GROUP ACQUISITION COMPANY, WISEKEY SA, WISETRUST SA AND THOSE SHAREHOLDERS AND OPTIONHOLDERS OF WISEKEY SA SET FORTH ON THE SIGNATURE PAGE ATTACHED HERETO DATED AS OF OCTOBER 30, 2014Share Purchase Agreement • October 31st, 2014 • Garnero Group Acquisition Co • Blank checks • New York
THIS SHARE PURCHASE AGREEMENT is made and entered into as of October 30, 2014, by and among Garnero Group Acquisition Company, a Cayman Islands company (“GGAC”), WISekey SA, a Swiss company (the “Company” and after the Closing, the “Surviving Corporation”), WISeTrust SA, a Swiss company (“WISeTrust”), each of the Persons listed under the caption “Shareholders” on Schedule 1.6(c) (each a “Shareholder”), and each of the Persons listed under the caption “Optionholders” on Schedule 1.6(c) (each an “Optionholder” and together with the Shareholders and WISeTrust, the “Sellers”). The term “Agreement” as used herein refers to this Share Purchase Agreement, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and the GGAC Schedule, as defined in the preambles to Articles II and III hereof, respectively). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 10.2 hereof.
