Warrant Agreement	 
	 	 
	
        dated as of September 28, 2018
	 
	 	 
	
        by and between
	 
	 	 
	
        WISeKey International Holdings Ltd

        General-Guisan-Strasse 6, 6300 Zug, Switzerland
	
        (hereinafter the Company)

         

	 	 
	
        and
	 
	 	 
	
        Crede CG III, Ltd.

        Clarendon House, 2 Church Street, Hamilton HM 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)



 






    


    
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WHEREAS


 


		A.	The Company is a Swiss stock corporation (Aktiengesellschaft), registered with the commercial
register of the Canton of Zug, Switzerland, under identification number CHE- 143.782.707 and with registered office at General-Guisan-Strasse
6, 6300 Zug, Switzerland.



 


		B.	As of the date hereof, the Company’s share capital registered in the commercial register
of the Canton of Zug, Switzerland, consists of (i) 26,769,797 registered shares, par value CHF 0.05 each (including any newly issued
registered shares with a nominal value of CHF 0.05, the Class B Shares) and (ii) 40,021,988 registered shares with a nominal
value of CHF 0.01 each. The Class B Shares are listed on the SIX (ISIN: CH0314029270).



 


		C.	The Warrant Holder is a limited company incorporated in Bermuda, with registered office at Clarendon
House, 2 Church Street, Hamilton HM 11, Bermuda, and is providing financing to the Company under the terms of a certain convertible
loan agreement, dated as of September 26, 2018 (the Convertible Loan Agreement) executed by and between the Parties concurrently
with this warrant agreement (the Agreement).



 


		D.	As provided under the Convertible Loan Agreement, the Parties wish to enter into this Agreement
to provide for the terms and conditions pursuant to which the Warrant Holder is entitled to acquire Class B Shares in the Company
based on a warrant right granted by the Company to the Warrant Holder.



 


Now, therefore, the Parties agree
as follows:


 


		1.	Definitions



 


Capitalized terms used in this
Agreement have the meanings assigned to such terms as set forth in the body of this Agreement and referenced in Annex 1
to this Agreement.


 


		2.	Warrant Grant



 


		(a)	The Company hereby grants the Warrant Holder the right (such right, the Warrant Right) to
acquire, upon delivery by the Warrant Holder of the Exercise Notice in accordance with Section 3, 408,247 Class B Shares (such
Class B Shares, subject to the adjustments pursuant to the terms of Section 6, the Warrant Shares) at the Exercise Price
during the Exercise Period.



 


		(b)	The Warrant Right shall be deemed granted subject to the Convertible Loan Agreement becoming effective
pursuant to the terms thereof (such date hereinafter referred to as the Effective Date), with effect as of the Effective
Date. If the Convertible Loan Agreement does not become effective pursuant to its terms, this Agreement and all rights and obligations
of the Parties hereunder, with the exception of the provisions pursuant to Section 7, shall lapse, without any liability of one
Party to the other Party.



 






    


    
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		(c)	The Warrant may be exercised at any date and time between effective Disbursement pursuant to the
terms of the Convertible Loan Agreement and the close of business on the third anniversary of the Effective Date (the Exercise
Period).



 


		(d)	The Parties agree that the Company grants the Warrant Holder the Warrant Right as additional consideration
for the Warrant Holder’s provision of financing under the terms of the Convertible Loan Agreement and accordingly, no additional
consideration shall be due and payable by the Warrant Holder to the Company in respect of the grant of the Warrant Right hereunder.



 


		3.	Warrant Exercise



 


		(a)	In order to exercise the Warrant Right, the Warrant Holder shall:



 


		(i)	submit to the Company (and/or to such other office, agency or bank of the Company as the Company
may designate by giving written notice to the Warrant Holder) during the Exercise Period an exercise notice substantially in the
form as set forth in Annex 2 (the Exercise Notice); and



 


		(ii)	pay a USD amount by wire transfer of immediately available funds corresponding to the result of
(A) the Exercise Price, multiplied by (B) the number of the Warrant Shares (the Aggregate Exercise Price) to the
account of the Company held with a Swiss bank, as notified to the Warrant Holder by the Company.



 


		(b)	The Company shall deliver any objection to the Exercise Notice within two (2) Trading Days after
receipt of the Exercise Notice, after which the Parties shall agree in good faith on any issue raised by the Company within another
two (2) Trading Days.



 


		4.	Issue and Delivery of the Warrant Shares



 


		(a)	As soon as reasonably practicable after receipt of the Exercise Notice and the receipt of the Aggregate
Exercise Price, but in no event later than two (2) Trading Days after the receipt of the Exercise Notice and the receipt of the
Aggregate Exercise Price, the Company shall (or cause its transfer agent or other agent to) deliver via Euroclear the Warrant Shares
to the Warrant Holder by crediting the deposit account of the Warrant Holder (as designed by the Warrant Holder) and register the
Warrant Holder, subject to applicable general limitations in the Company’s Articles of Association as in effect from time
to time, in the Company’s share register for the number of Warrant Shares to which the Warrant Holder is entitled pursuant
to the terms of this Agreement and the Exercise Notice.



 


		(b)	The Company may deliver the Warrant Shares at its discretion out of the Company’s conditional
share capital or out of Class B Shares held by it or any of its subsidiaries in treasury. No fractional shares shall be issued
under this Agreement.



 


		(c)	The Company represents and warrants that the Warrant Shares when delivered to the Warrant Holder
in accordance with the terms of this Agreement shall be freely transferable and fully fungible with the Class B Shares outstanding
at that time.



 






    


    
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		(d)	The Company shall indemnify the Warrant Holder for any withholding or deduction for or on account
of, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed
by or on behalf of Switzerland, or any political subdivision or any authority thereof or therein having power to tax, in connection
with the issuance and/or delivery of the Warrant Shares.



 


		5.	Availability of Share Capital



 


As long as the Warrant Right
remains exercisable under this Agreement, the Company shall at all times have reserved a sufficient number of Class B Shares under
its conditional share capital (bedingtes Aktienkapital) and/or hold, directly or indirectly through one of its subsidiaries,
Class B Shares in treasury deliverable for purposes of this Agreement. The Company represents that all Warrants Shares issuable
and/or deliverable hereunder will, subject to and upon submission of the Exercise Notice and payment of the Aggregate Exercise
Price as set forth in Section 3(a)(ii), be duly authorized, validly issued, fully paid and non-assessable.


 


		6.	Adjustments



 


		(a)	If at any time during which the Warrant Right remains outstanding and unexpired, the Class B Shares
are split, subdivided or combined into a different number of shares or securities of the same class, the number of Warrant Shares
to which the Warrant Holder is entitled upon exercise of the Warrant Right shall be proportionately increased in case of a split
or subdivision, and conversely, the number of Warrant Shares issuable upon exercise of the Warrant Right shall be proportionately
decreased in case of a combination.



 


		(b)	If at any time during which the Warrant Right remains outstanding and unexpired, the Company, by
reclassification of shares or otherwise, changes any of the Class B Shares into the same or a different number of shares or securities
of any other class or classes, the Warrant Right shall, upon effectiveness of such reclassification, represent the right to purchase
such number and kind of shares or securities as would have been issuable and/or deliverable as the result of such change with respect
to the shares or securities that were subject to the purchase rights under the Warrant Right immediately prior to such reclassification
or other change and the number of Warrant Shares shall therefore be adjusted, to the extent required, to maintain the entitlements
under the Warrant Right as at the time the Warrant Right has been granted.



 


		(c)	In the event of a merger, combination or reorganization of the Company, as a result of which an
entity other than the Company becomes the listed parent of the current group headed by the Company (including in case of a combination
with a listed company through a reverse merger or otherwise), the Company shall undertake reasonable best efforts to procure, to
the extent in its power, that the Warrant Right is replaced by warrants or similar rights of the new (listed) parent that confer
substantially the same rights.



 






    


    
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		(d)	For the avoidance of doubt, if at any time during which the Warrant Right remains outstanding and
unexpired the Company:



 


		(i)	increases its ordinary share capital; and/or



 


		(ii)	increases or creates additional authorized share capital and/or conditional share capital; and/or



 


		(iii)	issues new conversion, exchange, option or other exercise rights that are not covered by existing
or newly created ordinary share capital, authorized share capital and/or conditional share capital,



 


the number of Warrant Shares issuable and/or deliverable
upon exercise of the Warrant Right shall not be adjusted.


 


		(e)	Irrespective of any protection rights set forth in this Section 5, article 653d para. 2 of the
Swiss Code of Obligations shall remain reserved.



 


		7.	General Provisions



 


		7.1	Taxes



 


The issuance and/or delivery
of Warrant Shares shall be made without charge to the Warrant Shares of any issue or transfer tax in respect of the issuance and/or
delivery of such Warrant Shares (other than, for the avoidance of doubt, standard banking costs customarily charged to the recipient
of securities), all of which taxes shall be paid by the Company.


 


		7.2	Notices



 


		(a)	All notices or other communications to be given under or in connection with this Agreement shall
be in writing and delivered by hand or sent (postage prepaid) by registered, certified or express mail (return receipt requested),
courier, facsimile or by electronic transmission in .pdf format or similar format as follows:



 


	if to the Warrant Holder:	
        Marianne Acosta

        Crede Capital Group,
LLC

        11601 Wilshire Blvd,
Suite 1100

        Los Angeles, CA 90025

        Tel: +1 (310) 444-4346

        E-Mail: Macosta@CredeCG.com

        Fax: +1 (310) 444-4394




 


	with a copy to:	
        Michael Wachs

        Crede Capital Group,
LLC,

        211 East 43rd Street
-4th Floor,

        NY, NY 10017

        Tel: +1 (646) 278-6785

        E-Mail: michael@credecg.com


        Fax: +1 (212) 732-1131



 






    


    
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	if to the Company:	
        Peter Ward, Chief Financial Officer

        WISeKey International Holding Ltd

        Chief Financial Officer

        General-Guisan-Strasse 6, 6300 Zug

        Switzerland

        E-mail: peter.ward@wisekey.com 

        Fax: +41 22 594 30 01




 


	with a copy to:	
        David Oser

        Homburger AG

        Prime Tower

        Hardstrasse 201

        8005 Zurich, Switzerland

        E-Mail: david.oser@homburger.ch

        Fax: +41 43 222 15 00



 


		(b)	Notices delivered by hand shall be deemed delivered when actually delivered. Notices given by courier
shall be deemed delivered on the date delivery is promised by the courier. Notices given by facsimile or by electronic transmission
shall be deemed given on the date of receipt (if a Business Day), otherwise the first Business Day following receipt; provided
that a notice delivered by facsimile or electronic transmission shall only be effective if such notice is also delivered by hand,
registered mail, or given by courier on or before two (2) Business Days after its delivery by facsimile or electronic transmission.



 


		7.3	Entire Agreement



 


This Agreement, including the
Schedules, Annexes and any other documents referred to herein, constitutes the entire agreement and understanding among the Parties
with respect to the subject matter hereof, and supersedes all prior oral or written agreements and understandings of the Parties
relating to such subject matter.


 


		7.4	Amendment and Waiver



 


This Agreement may only be modified
or amended by a document signed by both Parties. Compliance with any term or provision contained in this Agreement by the Party
that was or is obligated to comply or perform with such term or provision may only be waived by a document signed by the Party
waiving such compliance.


 


		7.5	No Assignment



 


The Warrant Holder shall not
have the right to assign this Agreement or any rights or obligations hereunder without the prior written consent of the Company.


 






    


    
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		7.6	Confidentiality



 


The Warrant Holder agrees to
keep all information under or in connection with this Agreement confidential and not to disclose such information to anyone other
than its agents, Affiliates, and counsel, as long as it remains non-public, save to the extent required by law, regulation, administrative
or court order. For the avoidance of doubt, nothing in this Agreement shall limit the Company from complying with its applicable
disclosure obligations based on applicable law and regulations, including stock exchange regulations.


 


		7.7	Severability



 


If any part or provision of this
Agreement or the application of any such part or provision to any Person or circumstance shall be held to be invalid, illegal or
unenforceable in any respect by any competent arbitral tribunal, court, governmental or administrative authority, (a) such invalidity,
illegality or unenforceability shall not affect any other part or provision of this Agreement or the application of such part or
provision to any other Person or circumstances, and (b) the Parties shall endeavor to negotiate a substitute provision that best
reflects the economic intentions of the Parties without being invalid, illegal or unenforceable, and shall execute all agreements
and documents required for its implementation.


 


		7.8	Counterparts; Delivery by Electronic Transmission



 


This Agreement may be executed
and delivered by each party in separate counterparts, each of which when so executed and delivered shall be deemed an original
and all of which taken together shall constitute one and the same Agreement. This Agreement and any other transaction document
relating to this Agreement, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine
or other electronic transmission (e.g., email delivery in .pdf format or similar format), shall be treated in all manner and respects
as an original contract and shall be considered to have the same binding legal effects as if it were the original signed version
thereof delivered in person.


 


		8.	Governing Law and Jurisdiction



 


		(a)	This Agreement and any claim, controversy or dispute arising out of or related to this Agreement,
any of the transactions contemplated hereby, the relationship of the Parties hereunder, or the interpretation and enforcement of
the rights and duties of the Parties, whether arising in contract, tort or otherwise, shall be governed by and construed in accordance
with the substantive laws of Switzerland.



 


		(b)	The exclusive place of jurisdiction for any dispute, claim or controversy arising under, out of
or in connection with or related to this Agreement (or subsequent amendments thereof), including, without limitation, disputes,
claims or controversies regarding its existence, validity, interpretation, performance, breach or termination, shall be the city
of Zurich, Switzerland



 


[Signatures on the Next Page]


 






    


    
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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/ Carlos Moreira	 	/s/ Peter Ward
	Carlos Moreira	 	Peter Ward
	Chief Executive Officer and Chairman

        of the Board of Directors
	 	Chief Financial Officer and Member

        of the Board of Directors




 


	Crede CG III, Ltd.	 	 
	 	 	 
	/s/	 	 






 






    


    
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Annex 1 | Definitions


 


		A.	Terms Defined in the Body of the Agreement



 


	Aggregate Exercise Price	3	 	Exercise Period	3
	Agreement	2	 	Parties	1
	Class B Shares	2, 12	 	Party	1
	Company	1	 	Warrant Agreement	12
	Convertible Loan Agreement	2	 	Warrant Holder	1
	Effective Date	2	 	Warrant Right	2, 12
	Exercise Notice	3	 	Warrant Shares	2



 


B.       Other
Definitions


 


As used in this Agreement in
capitalized form, the following terms shall have the following meaning:


 


Affiliate shall mean a
Person that exercises Control over a second Person, or is under Control by it, or is under common Control by the same Person.


 


Business Day means a day
(other than a Saturday, Sunday or public holiday) when banks in Zurich, Switzerland, are open for business.


 


Control shall be deemed
to exist if a Person (either alone or with its Affiliates) owns more than half of the voting rights or equity capital of a Person,
or is otherwise able to exercise a controlling influence over another Person.


 


Exercise Price shall be
CHF 3.84, such Exercise Price reflecting an agreed 7% premium based on current trading prices quoted on the SIX in the week leading
up to the execution of this Agreement.


 


Person means any individual,
sole proprietorship, partnership, joint venture, trust, limited liability company, unincorporated organization, association, corporation,
government, or any agency or political division thereof, or any other entity.


 


SIX means SIX Swiss Exchange
Ltd. and the stock exchange operated by it.


 


Trading Days means any
day that is a trading day on the SIX.


 






    


    
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Peter Ward, Chief Financial Officer


WISeKey International Holding Ltd


Chief Financial Officer


General-Guisan-Strasse 6, 6300 Zug


Switzerland


E-mail: peter.ward@wisekey.com


 


[bank designated by the Lender]


 


Annex 2 | Form of Exercise Notice


 


Ladies and Gentlemen:


 


The undersigned is the holder of a warrant
right (the Warrant Right) granted to it by the Company on September 26, 2018 pursuant to the terms of the warrant agreement
(the Warrant Agreement), such Warrant Right representing the right of the undersigned to purchase and receive from the Company,
and the obligation of the Company to issue and/or deliver to the Warrant Holder, ______ registered shares, par value CHF
0.05 each (the Class B Shares), subject to and upon payment by the Warrant Holder of the Aggregate Exercise Price to the
Company or the bank designated by the Company by wire transfer of immediately available funds. A copy of the Warrant Agreement
is attached hereto as Annex 2.1.


 


Capitalized terms shall have the meaning
set forth in the Warrant Agreement dated as of September 26, 2018.


 


We refer to the conditional share capital
of the Company pursuant to article 4b of the Articles of Association of the Company and hereby exercise our Warrant Right pursuant
to Section 2 of the Warrant Agreement. Concurrently with such exercise, we confirm that irrevocable instructions in relation to
the payment of the Aggregate Exercise Payment by wire transfer in immediately avail- able funds have been made to the following
bank account of the Company: _____


 


The newly issued Class B Shares shall
be delivered via Euroclear to: _____


 


Yours sincerely,


 





	Crede CG III, Ltd.	 	 
	 	 	 
	/s/