_____________________________________________________


 


WARRANT AGREEMENT


_____________________________________________________


 


dated


 


27 JUNE 2019


 


between


 


WISEKEY INTERNATIONAL HOLDING AG

as Issuer


 


and


 


YA II PN, LTD

as Warrantholder


 


in respect of


 


500,000 Warrants on Issuer Shares


 





 






    


    


    

 


CONTENTS


 





	Clause	 	Page
	 	 	 
	1.	DEFINITIONS AND INTERPRETATION	1
	 	 	 
	2.	ISSUANCE OF WARRANTS	6
	 	 	 
	3.	EXERCISE OF WARRANTS	6
	 	 	 
	4.	COMPLETION	7
	 	 	 
	5.	TAXES	8
	 	 	 
	6.	OTHER INDEMNITIES	9
	 	 	 
	7.	COSTS AND EXPENSES	9
	 	 	 
	8.	REPRESENTATIONS	10
	 	 	 
	9.	UNDERTAKINGS	13
	 	 	 
	10.	CHANGES TO THE PARTIES	13
	 	 	 
	11.	NOTICES	14
	 	 	 
	12.	PARTIAL INVALIDITY	16
	 	 	 
	13.	REMEDIES AND WAIVERS	16
	 	 	 
	14.	AMENDMENTS AND WAIVERS	16
	 	 	 
	15.	ENTIRE AGREEMENT	17
	 	 	 
	16.	COUNTERPARTS AND CONCLUSION OF CONTRACT	17
	 	 	 
	17.	GOVERNING LAW AND JURISDICTION	17



 


	SCHEDULE 1	ADJUSTMENT MECHANICS	18
	 	 	 
	SCHEDULE 2	EXERCISE NOTICE	26
	 	 	 
	SIGNATURE PAGE	WARRANT AGREEMENT	28




 






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THIS AGREEMENT is dated as at the date stated at the
beginning of this Agreement and made between:


 


		(1)	WISeKey International Holding AG, a company organised and existing under the laws of Switzerland
whose registered address is at General-Guisan-Strasse 6, 6300 Zug, Switzerland, as issuer (the “Issuer”); and



 


		(2)	YA II PN, Ltd, an exempted company incorporated in the Cayman Islands with limited liability,
with its registered office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street, George Town,
Cayman Islands (the “Warrantholder”).



 


WHEREAS:


 


		(A)	Concurrently with this Agreement, the Parties have entered into that certain convertible loan agreement
(the “Convertible Loan Agreement”), pursuant to which the Warrantholder (as lender) has agreed to make available
to the Issuer (as borrower) an unsecured convertible loan facility in an aggregate amount equal to US$3,500,000.



 


		(B)	As additional consideration for the Warrantholder’s provision of financing under the terms
of the Convertible Loan Agreement, the Issuer intends to issue, and the board of directors of the Issuer has authorised, pursuant
to its resolution dated 27 June 2019, the issue of, 500,000 warrants exercisable into Issuer Shares (as defined below) (the “Warrants”)
at the Exercise Price (as defined below).



 


		(C)	The Warrants shall be issued to the Warrantholder by way of a private placement without any public
offering within the meaning of Swiss law, such issuance to be subject to and to take place pursuant to the terms of this Agreement.



 


IT IS AGREED as follows:


 


		1.	DEFINITIONS AND INTERPRETATION



 


		1.1	Definitions



 


In this Agreement:


 


“Additional Consideration”
has the meaning ascribed to it in section 3 of Schedule 1 (Adjustment Mechancis).


 


“Affiliate”
means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that
Holding Company.


 


“Authorisation”
means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.


 






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“Intermediary”
means SIS or any other indermediary in Switzerland recognized for the purposes of entering uncertificates securities (Wertrechte)
in the main register (Hauptregister) by the Relevant Exchange.


 


“Issuer” has
the meaning ascribed to it in the recitals.


 


“Issuer Shares”
means issued and fully paid registered common shares of the Issuer with a current nominal value of CHF 0.05 (Stammaktien),
or any other shares or stock resulting from any subdivision, consolidation or reclassification of such shares, which as between
themselves have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation
or dissolution of the Issuer.


 


“Business Day”
means a day (other than a Saturday or Sunday) on which banks are open for general business the whole day in New York (NY, United
States) and Zurich (Switzerland).


 


“Current Market Price”
means the average of the daily VWAP of one Issuer Share on each of the five (5) consecutive Trading Days ending on (and including)
the Trading Day immediately preceding the date by reference to which such average is calculated, provided that when calculating
the average of the VWAPs the gross dividend amount (or any other entitlement), if any, of any dividend (or any other entitlement)
paid during any of the above mentioned period of five (5) consecutive Trading Days, shall be added back to the VWAPs on each of
the Trading Days on which the Issuer Shares are traded ex-dividend (or any other entitlement).


 


“Distribution”
has the meaning ascribed to it in section 1(c) of Schedule 1 (Adjustment Mechancis).


 


“Distribution Date”
has the meaning ascribed to it in section 1(c) of Schedule 2 (Adjustment Mechancis).


 


“Dividend”
means a distribution per Issuer Share made by the Issuer to holders of the Issuer Shares at any time as (a) a cash dividend, (b)
a repayment of paid-in capital, (c) a stock dividend in lieu of a cash dividend, or (d) tradable put options in lieu of a cash
dividend.


 


“Effective Date”
means the last date on which the Issuer Shares are traded cum-dividend on the Relevant Exchange or, in the case of a purchase,
redemption or buy back of Issuer Shares or any depositary or other receipts or certificates representing Issuer Shares, the date
on which such purchase, redemption or buy back is made or in the case of a spin-off, the last date on which the Issuer Shares are
traded cum-the relevant spin-off on the Relevant Exchange.


 






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“Encumbrance”
means any lien, hypothecation, charge, mortgage, equitable interest, claim, encroachment, option, encumbrance, pledge, security
interest, right of first refusal, preemptive right, exclusive license (or similar arrangement) or other lien other than restrictions
on the transferability of securities arising under applicable securities or corporate laws or the organizational documents of any
person.


 


“Ex-Date”
means the first day on which the Issuer Shares are traded on the Relevant Exchange without entitlement (ex).


 


“Exercise Date”
has the meaning ascribed to it in Clause 3 (Exercise of Warrants).


 


“Exercise Notice”
means a notice substantially in the form set out in Schedule 2 (Exercise Notice).


 


“Exercise Period”
means the period commencing on the date of this Agreement and ending on the third (3rd) anniversary of this Agreement.


 


“Exercise Price”
means the Initial Exercise Price as the same and any subsequent Exercise Price may be adjusted in accordance with the terms and
conditions set forth in Schedule 1 (Adjustment Mechanics).


 


“Holding Company”
means, in relation to a person, any other person in respect of which it is a Subsidiary.


 


“Independent Expert”
means an independent investment bank of international repute or an independent law firm or accounting firm of international repute
or an independent financial advisor with relevant expertise of international repute (an “Expert”) selected and
instructed by the Issuer and the Warrantholder by mutual agreement or in accordance with the procedure set forth in section 7 of
Schedule 1 (Adjustment Mechanics).


 


“Initial Exercise Price”
means CHF 3.00.


 


“Issuer Bank Account”
has the meaning ascribed to it in Clause 3 (Exercise of Warrants).


 


“Legal Reservations”
means:


 


		(a)	the principle that certain remedies may be granted or refused at the discretion of a court and
the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria,
administration and other laws generally affecting the rights of creditors;



 


		(b)	the time barring of claims under applicable limitation laws, the possibility that an undertaking
to assume liability for or indemnify a person against non-payment of stamp duty may be void and defences of set-off or counterclaim
under the laws of the applicable jurisdiction; and



 


similar principles, rights and
defences under the laws of any Relevant Jurisdiction.


 


“Material Adverse Effect”
means a material adverse effect on the ability of the Issuer to perform its obligations under this Agreement.


 






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“Other Securities”
means equity securities of the Issuer other than Issuer Shares.


 


“Party” means
a party to this Agreement.


 


“Purchase Rights”
has the meaning ascribed to it in section 1(b) of Schedule 1 (Adjustment Mechancis).


 


“Put Option”
has the meaning ascribed to it in section 1(d) of Schedule 1 (Adjustment Mechancis).


 


“Record Date”
means the last Business Day prior to the Ex-Date.


 


“Relevant Exchange”
means (i) in the case of Issuer, SIX Swiss Exchange or any successor thereof or, if the Issuer Shares are no longer admitted to
trading on the SIX Swiss Exchange, the principal stock exchange or securities market on which the Issuer Shares are traded, and
(ii) in the case of other securities, the principal stock exchange or securities market on which such other securities are traded.


 


“Relevant Jurisdiction”
means, in relation to the Issuer:


 


		(a)	Switzerland; and



 


		(b)	any jurisdiction where it conducts its business.



 


“Retroactive Adjustment”
has the meaning ascribed to it in section 3 of Schedule 1 (Adjustment Mechancis).


 


“SIX Swiss Exchange”
means SIX Swiss Exchange Ltd (or any successor to SIX Swiss Exchange Ltd), or the Swiss stock exchange operated by that company,
as the context requires.


 


“Subsidiary”
of a person means any person:


 


		(a)	which is controlled, directly or indirectly, by the first-mentioned person; or



 


		(b)	more than half the issued (share) capital of which is beneficially owned, directly or indirectly,
by the first-mentioned person; or



 


		(c)	which is a Subsidiary of another Subsidiary of the first-mentioned person;



 


and, for these purposes, a person
shall be deemed to be “controlled” by another person if that other person is able to direct its affairs and/or
to control the composition of its board of directors or equivalent body.


 


“Warrantholder”
has the meaning ascribed to it in the recitals.


 


“Warrants”
has the meaning ascribed to it in the preamble.


 






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“Tax” means
any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection
with any failure to pay or any delay in paying any of the same) imposed by any jurisdiction, government, state or agency of a state.


 


“Trading Day(s)”
means any day (other than a Saturday or Sunday) on which (i) the Relevant Exchange is open for business and Issuer Shares may be
dealt in or (ii) (if the Issuer Shares are not listed or admitted to trading on the Relevant Exchange) closing bid and offered
prices are furnished for the Issuer Shares.


 


“VWAP” means
with respect to any Trading Day, the volume-weighted average price of one Issuer Share (or one Put Option) published by Bloomberg
Page HP (setting Weighted Average Line) or, if there is none, such other source as shall be determined to be appropriate by the
Independent Expert on such Trading Day, provided that on any Trading Day on which such price is not available or cannot otherwise
be determined as provided above, the VWAP of a Issuer Share in respect of such Trading Day shall be the volume-weighted average
price, determined as provided above, on the immediately preceding Trading Day on which the same can be so determined.


 


		1.2	Construction



 


		(a)	Unless a contrary indication appears, a reference in this Agreement to:



 


		(i)	the “Issuer”, the “Warrantholder”, any “Party”
or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to,
or of, its rights and/or obligations under this Agreement;



 


		(ii)	“assets” includes present and future properties, revenues and rights of every
description;



 


		(iii)	this “Agreement” or any other agreement or instrument is a reference to this
Agreement or other agreement or instrument as amended, novated, supplemented, extended or restated;



 


		(iv)	“indebtedness” includes any obligation (whether incurred as principal or as
surety) for the payment or repayment of money, whether present or future, actual or contingent;



 


		(v)	a “person” includes any individual, firm, company, corporation, government,
state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having
separate legal personality);



 


		(vi)	a “regulation” includes any regulation, rule, official directive, request or
guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department
or of any regulatory, self-regulatory or other authority or organisation;



 






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		(vii)	a “Clause”, or a “Schedule” is a reference to a clause of
or schedule to, this Agreement and Schedules shall form an integral part of this Agreement;



 


		(viii)	a provision of law is a reference to that provision as amended or re-enacted; and



 


		(ix)	a time of day is a reference to Zurich time unless otherwise specified.



 


		(b)	Unless the context requires otherwise, definitions in singular shall include the plural and vice
versa.



 


		1.3	Currency symbols and definitions



 


“CHF” and
“Swiss francs” denote the lawful currency of Switzerland.


 


		2.	ISSUANCE OF WARRANTS



 


Subject to the terms of this
Agreement, the Issuer hereby issues to the Warrantholder 500,000 Warrants. Upon exercise of a Warrant and payment of the then-current
Exercise Price to the Issuer Bank Account, the Warrantholder is entitled to receive or, respectively, receives one Issuer Share
for each Warrant exercised.


 


		3.	EXERCISE OF WARRANTS



 


		(a)	The Warrantholder may, in its sole discretion, exercise all or only some of the Warrants during
the Exercise Period by serving an Exercise Notice to the Issuer. For the purposes of this Clause 3, the date of exercise of a Warrant
(the “Exercise Date”) shall be the date on which the Issuer shall be deemed to have received the Exercise Notice
in accordance with Clause 11 (Notices). Once received by the Issuer, an Exercise Notice may not be revoked without the Issuer’s
written consent.



 


		(b)	The Warrants may be exercised at any time during the Exercise Period in one or multiple instances.



 


		(c)	Each Warrant shall be exercisable at the then-current Exercise Price. The sum of the Exercise Prices
in respect of the Warrants exercised shall be paid by wire transfer of immediately available funds to a bank account of the Issuer
in Switzerland, such account being nominated by the Issuer in writing no later than two (2) Business Days following the receipt
(or deemed receipt) by it of the Exercise Notice (the “Issuer Bank Account”).



 


		(d)	Service of an Exercise Notice and payment of the Exercise Price for each Warrant exercised to the
Issuer Bank Account shall oblige the Issuer to issue or shall, respectively, cause the issuance of one Issuer Share for each Warrant
exercised and shall oblige the Issuer to deliver to the Warrantholder a number of Issuer Shares which is equal to the number of
Warrants that have been exercised, all in accordance with Clause 4 (Completion).



 






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		4.	COMPLETION



 


		(a)	Following the exercise by the Warrantholder of any Warrant by serving an Exercise Notice and payment
by the Warrantholder of the Exercise Price for each Warrant exercised to the Issuer Bank Account, the Issuer (through its board
of directors and/or any other relevant corporate body) shall:



 


		(i)	immediately take all necessary steps or actions to cause a number of Issuer Shares equal to the
number of Warrants that have been exercised to be delivered to the Warrantholder, including (without limitation) the following:



 


		(A)	transfer and delivery of treasury Issuer Shares to the Warrantholder; and/or



 


		(B)	transfer and delivery of Issuer Shares created out of the Issuer’s conditional share capital
(bedingtes Aktienkapital) or created out of the Issuer’s authorized share capital (genehmigtes Aktienkapital)
to the Warrantholder; and/or



 


		(C)	calling a general meeting of shareholders in order to resolve on an ordinary capital increase of
the Issuer (ordentliche Kapitalerhöhung) and to complete such capital increase immediately thereafter with a view to
deliver Issuer Shares to the Warrantholder;



 


		(ii)	provide the Warrantholder with any documents or instruments (if any) that are required to be executed
by it pursuant to the Issuer’s articles of association or applicable Swiss corporate law in order for the issuance and delivery
of the required number of Issuer Shares to be effected;



 


		(iii)	following receipt of the relevant documents and/or instruments (if any) pursuant to paragraph (a)(ii)
above, allot, issue and deliver (through the Intermediary) to the Warrantholder the Issuer Shares to which the Warrantholder is
entitled following the exercise of the Warrants, such allotment, issuance and delivery to be made in accordance with the directions
given by the Warrantholder in the relevant Exercise Notice;



 


		(iv)	and enter the Warrantholder into the Issuer’s share register (Aktienbuch) as the holder
of the Issuer Shares to be received by the Warrantholder upon the exercise of the Warrants.



 






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		(b)	The Issuer Shares allotted to the Warrantholder following the exercise of Warrants and the payment
by the Warrantholder of the Exercise Price for such Warrants shall:



 


		(i)	be duly and validly issued and alloted to the Warrantholder;



 


		(ii)	be allotted to the Warrantholder fully paid;



 


		(iii)	carry the same rights and privileges in all respects as all other issued Issuer Shares and shall
be entitled to all rights, interests, benefits, Dividends and other distributions declared, paid or made thereon;



 


		(iv)	subject to any restrictions under applicable Swiss law or the Issuer’s articles of association,
be freely transferable and be free and clear of any and all Encumbrances.



 


		5.	TAXES



 


		5.1	Tax indemnity



 


		(a)	The Issuer shall (within three (3) Business Days of demand by the Warrantholder) pay to the Warrantholder
an amount equal to the loss, liability or cost which the Warrantholder determines will be or has been (directly or indirectly)
suffered for or on account of Tax by the Warrantholder in respect of this Agreement or the exercise by it of any Warrants and the
subsequent allotment of Issuer Shares.



 


		(b)	Paragraph (a) above shall not apply with respect to any Tax assessed on the Warrantholder:



 


		(i)	under the law of the jurisdiction in which the Warrantholder is incorporated or, if different,
the jurisdiction (or jurisdictions) in which the Warrantholder is treated as resident for tax purposes; or



 


		(ii)	under the law of the jurisdiction in which the Warrantholder’s office is located in respect
of amounts received or receivable in that jurisdiction,



 


if that Tax is imposed on or calculated
by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by the Warrantholder.


 


		(c)	If the Warrantholder makes or intends to make a claim under paragraph (a) above, it shall promptly
notify the Issuer of the event which will give, or has given, rise to the claim.



 


		5.2	Stamp taxes



 


The Issuer shall pay and, within
three (3) Business Days of demand, indemnify the Warrantholder against any cost, loss or liability the Warrantholder incurs in
relation to all stamp duty, registration and other similar Taxes payable in respect of this Agreement or the exercise by it of
any Warrants and the subsequent allotment of Issuer Shares.


 






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		5.3	VAT



 


		(a)	All amounts expressed to be payable under this Agreement by the Issuer to the Warrantholder which
(in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which
is chargeable on that supply, and accordingly, if VAT is or becomes chargeable on any supply made by the Warrantholder to the Issuer
under this Agreement and the Warrantholder is required to account to the relevant tax authority for the VAT, the Issuer must pay
to the Warrantholder (in addition to and at the same time as paying any other consideration for such supply) an amount equal to
the amount of the VAT (and the Warrantholder must promptly provide an appropriate VAT invoice to the Issuer).



 


		(b)	Where this Agreement requires the Issuer to reimburse or indemnify the Warrantholder for any cost
or expense, the Issuer shall reimburse or indemnify (as the case may be) the Warrantholder for the full amount of such cost or
expense, including such part thereof as represents VAT, save to the extent that the Warrantholder reasonably determines that it
is entitled to credit or repayment in respect of such VAT from the relevant tax authority.



 


		6.	OTHER INDEMNITIES



 


The Issuer shall, within three
(3) Business Days of demand, indemnify the Warrantholder against any cost, loss or liability incurred by it as a result of:


 


		(a)	a failure by the Issuer to pay any amount due under this Agreement on its due date or to deliver
any Issuer Shares to the Warrantholder pursuant to the terms of this Agreement;



 


		(b)	acting or relying on any notice, request or instruction which it reasonably believes to be genuine,
correct and appropriately authorised; or



 


		(c)	instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts
(including, for the avoidance of doubt, an Independent Expert) as permitted under this Agreement.



 


		7.	COSTS AND EXPENSES



 


		7.1	Transaction expenses



 


The Issuer shall promptly on
demand pay the Warrantholder the amount of all costs and expenses (including legal fees up to a pre-agreed cap not exceeding US$
20,000) reasonably incurred by it in connection with the negotiation, preparation, and execution of this Agreement and any other
documents referred to in this Agreement (including, for the avoidance of doubt, the Convertible Loan Agreement)).


 


		7.2	Amendment costs



 


If the Issuer requests any material
amendment, waiver or consent the Issuer shall, within three ten (10) Business Days of demand, reimburse the Warrantholder for the
amount of all costs and expenses (including legal fees) reasonably incurred by the Warrantholder in responding to, evaluating,
negotiating or complying with that request or requirement.


 






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		7.3	Enforcement and preservation costs



 


The Issuer shall, within ten
(10) Business Days of demand, pay to the Warrantholder the amount of all costs and expenses (including legal fees) incurred by
it in connection with the enforcement of or the preservation of any rights under this Agreement.


 


		8.	REPRESENTATIONS



 


The Issuer makes the representations
and warranties set out in this Clause 8 to the Warrantholder.


 


		8.1	Status



 


		(a)	It is a corporation, duly incorporated and validly existing under the laws of Switzerland.



 


		(b)	It has the power to own its assets and carry on its business as it is being conducted.



 


		8.2	Binding obligations



 


Subject to the Legal Reservations,
the obligations expressed to be assumed by it in this Agreement are legal, valid, binding and enforceable obligations.


 


		8.3	Non-conflict with other obligations



 


The entry into and performance
by it of, and the transactions contemplated by, this Agreement do not and will not conflict with:


 


		(a)	any law or regulation applicable to it;



 


		(b)	its constitutional documents; or



 


		(c)	any agreement or instrument binding upon it or any of its assets or constitute a default or termination
event (however described) under any such agreement or instrument.



 


		8.4	Power and authority



 


It has the power to enter into,
perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this Agreement
and the transactions contemplated by this Agreement.


 


		8.5	Validity and admissibility in evidence



 


All Authorisations required or
desirable:


 






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		(a)	to enable it lawfully to enter into, exercise its rights and comply with its obligations in this
Agreement; and



 


		(b)	to make this Agreement admissible in evidence in its Relevant Jurisdictions,



 


have been obtained or effected
and are in full force and effect.


 


		8.6	Governing law and enforcement



 


The choice of governing law of
this Agreement will be recognised and enforced in Switzerland.


 


		8.7	Insolvency



 


		(a)	No corporate action, legal proceeding or other procedure or step in relation to (i) the suspension
of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement,
scheme of arrangement or otherwise) of the Issuer, (ii) a composition, compromise, assignment or arrangement with any creditor
of the Issuer, (iii) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other
similar officer in respect of the Issuer or any of the Issuer’s assets, or (iv) any analogous procedure or step in any jurisdiction
has been taken or, to the knowledge of the Issuer, threatened in relation to it.



 


		(b)	It:



 


		(i)	is not unable to pay its debt as they fall due;



 


		(ii)	is not over-indebted (überschuldet) within the meaning of article 725 of the Swiss
Code of Obligations with its board of directors being obliged to inform the competent bankruptcy court thereof;



 


		(iii)	did not suspend or threaten to suspend making payments on any of its debts; and



 


		(iv)	did not commence negotiations with one or more of its creditors (excluding the Warrantholder in
its capacity as such) with a view to enter into a standstill or similar agreement by reason of actual or anticipated financial
difficulties.



 


		8.8	No Material Adverse Effect



 


No event or circumstance is outstanding
which has or is reasonably likely to have a Material Adverse Effect.


 


		8.9	No violation of Sanctions



 


		(a)	Neither the Issuer nor any of its Affiliates nor, to the knowledge of the Issuer, any director,
officer, agent, employee or Affiliate of any of them is a person or entity that is, or is owned 50 per cent or more or controlled
by one or more persons or entities that are:



 






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		(i)	on the list of Specially Designated Nationals and Blocked Persons maintained by the U.S. Department
of Treasury’s Office of Foreign Asset Control (“OFAC SDN List”);



 


		(ii)	the subject of any economic sanctions administered or enforced by OFAC or the U.S. State Department,
the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s
Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor
has a place of business in, or is operating, organized, resident or doing business in, a country or territory that is, or whose
government is, the subject of OFAC’s sanctions programs (including, without limitation, Crimea, Cuba, Iran, North Korea,
Sudan and Syria) (“Sanctions Programs”).



 


		(b)	The Issuer and its Affiliates shall not, directly or indirectly, use the proceeds received under
this Agreement, or lend, contribute, facilitate or otherwise make available such proceeds, directly or indirectly, to any person:



 


		(i)	to fund, directly or indirectly, any activities or business of or with any person that is identified
on the OFAC SDN List or that is an entity that is owned 50 per cent or more by one or more persons that are on the OFAC SDN List,
or in any country or territory, that, during the time of such funding activities, is, or whose government is, the subject of Sanctions
or Sanctions Programs;



 


		(ii)	or in any other manner that will result in a violation of Sanctions.



 


		(c)	The Issuer is not in violation of any of the sanctions imposed pursuant to the Countering America’s
Adversaries Through Sanctions Act.



 


		8.10	Issuance of Issuer Shares



 


If and when issued upon the exercise
by the Warrantholder of a Warrant, any Issuer Shares will have been validly issued to the Warrantholder.


 


		8.11	Compliance with laws governing the issuance of Issuer Shares



 


The Issuer has complied with
and will at all times comply with all applicable laws and regulations (including, without limitation, stock exchange regulations)
which are relevant in connection with the issuance and listing of the Issuer Shares to be alloted to the Warrantholder pursuant
to the terms of this Agreement.


 


		8.12	Times when representations made



 


		(a)	All the representations and warranties in this Clause 8 are made by the Issuer on the date of this
Agreement and on each Exercise Date.



 






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		(b)	Each representation or warranty deemed to be made after the date of this Agreement shall be deemed
to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.



 


		9.	UNDERTAKINGS



 


The undertakings in this Clause
9 remain in force from the date of this Agreement until the end of the Exercise Period.


 


		9.1	Authorisations



 


The Issuer shall promptly obtain,
comply with and do all that is necessary to maintain in full force and effect any Authorisation required under any Swiss law or
regulation to:


 


		(a)	enable it to perform its obligations under this Agreement;



 


		(b)	ensure the legality, validity, enforceability or admissibility in evidence of this Agreement; and



 


		(c)	carry on its business where failure to do so has or is reasonably likely to have a Material Adverse
Effect.



 


		9.2	No delisting



 


The Issuer shall not, and shall
procure that none of its Affiliates will, take any action which would be reasonably likely to result in a delisting of the Issuer
Shares from the Relevant Exchange without them being listed on another Relevant Exchange.


 


		10.	CHANGES TO THE PARTIES



 


		10.1	Transfers by the Warrantholder



 


Subject to this Clause 10, the
Warrantholder (the “Existing Warrantholder”) may transfer by way of assumption of contract (Vertragsübernahme)
any of its rights and obligations to any other third party (the “New Warrantholder”), subject to the consent
of the Issuer, which shall not be unreasonably withheld.


 


		10.2	Conditions of transfer



 


		(a)	A transfer may be conducted on such terms and conditions as agreed between the Existing Warrantholder
and the New Warrantholder.



 






    13


    


    

 


		(b)	Following the transfer:



 


		(i)	the Issuer and the Existing Warrantholder shall be released from further obligations towards one
another under this Agreement and their respective rights against one another under this Agreement shall be cancelled (being the
“Discharged Rights and Obligations”);



 


		(ii)	the Issuer and the New Warrantholder shall assume obligations towards one another and/or acquire
rights against one another which differ from the Discharged Rights and Obligations only insofar as the Issuer and the New Warrantholder
have assumed and/or acquired the same in place of the Issuer and the Existing Warrantholder;



 


		(iii)	and the New Warrantholder shall become a Party as a “Warrantholder”.



 


		10.3	Assignments and transfers by the Issuer



 


The Issuer may not assign any
of its rights or transfer any of its rights or obligations under this Agreement, neither in form of a transfer of assets (Vermögensübertragung)
pursuant to articles 69 et seq. Swiss Merger Law nor otherwise.


 


		11.	NOTICES



 


		11.1	Communications in writing



 


Any communication to be made
under or in connection with this Agreement shall be made in writing and, unless otherwise stated, may be made by email or letter.


 


		11.2	Addresses



 


The address and email address
(and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication
or document to be made or delivered under or in connection with this Agreement is:


 


		(a)	in the case of the Issuer:



 


WISeKey International Holding AG

General-Guisan-Strasse 6

6300 Zug

Switzerland


 


Attn.: Peter Ward, Chief Financial Officer

Email: peter.ward@wisekey.com


 


with a copy to:


 


Homburger AG

Hardstrasse 201

8005 Zurich

Switzerland


 






    14


    


    

 


Attn.: David Oser

Email: david.oser@homburger.ch


 


		(b)	in the case of the Warrantholder:



 


YA II PN, Ltd.,

c/o Yorkville Advisors Global, LP

1012 Springfield Avenue

Mountainside, NJ 07092


 


Attn.: David Gonzalez, General Counsel

Email: Legal@yorkvilleadvisors.com


 


with a copy to:


 


Baker McKenzie Zurich

Holbeinstrasse 30

P.O. Box

8034 Zurich

Switzerland


 


Attn.: Matthias Courvoisier and Philip Spoerlé

Email: Matthias.Courvoisier@bakermckenzie.com /

Philip.Spoerle@bakermckenzie.com


 


or any substitute address or
email address or department or officer as any Party may communicate to the other Party by not less than five (5) Business Days’
notice.


 


		11.3	Delivery



 


		(a)	Any communication or document made or delivered by one person to another under or in connection
with this Agreement will only be effective:



 


		(i)	if by way of letter, when it has been received by the addressee; or



 


		(ii)	if by way of email, when it has been received by the addressee in readable form;



 


and, if a particular department
or officer is specified as part of its address details provided under Clause 11.2 (Addresses), if addressed to that department
or officer.


 


		(b)	Any communication or document to be made or delivered to the Warrantholder will be effective only
when actually received by the Warrantholder and then only if it is expressly marked for the attention of the department or officer
identified with the Warrantholder’s signature below (or any substitute department or officer as the Warrantholder shall specify
for this purpose).



 






    15


    


    

 


		(c)	Any communication or document which becomes effective, in accordance with paragraphs (a) and (b)
above, after 5:00 p.m. in the place of receipt shall be deemed only to become effective on the following day.



 


		11.4	Electronic communication



 


Both Parties agree that any communication
and information made between them as well as between them and their external advisers and consultants may be made by encrypted
or unencrypted electronic mail or other electronic means, as an accepted form of communication, unless and until notified to the
contrary. Each Party confirms to have been made aware of the special risks involved in using email and acknowledges and agrees
that the other Party does not accept any liability, warranty or responsibility in respect thereof.


 


		11.5	English language



 


		(a)	Any notice given under or in connection with this Agreement must be in English.



 


		(b)	All other documents provided under or in connection with this Agreement must be:



 


		(i)	in English; or



 


		(ii)	if not in English, and if so required by the Warrantholder, accompanied by a certified English
translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other
official document.



 


		12.	PARTIAL INVALIDITY



 


If, at any time, any provision
of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the
legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision
under the law of any other jurisdiction will in any way be affected or impaired.


 


		13.	REMEDIES AND WAIVERS



 


No failure to exercise, nor any
delay in exercising, on the part any Party, any right or remedy under this Agreement shall operate as a waiver of any such right
or remedy or constitute an election to affirm this Agreement. No election to affirm this Agreement on the part of a Party shall
be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise
or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive
of any rights or remedies provided by law.


 


		14.	AMENDMENTS AND WAIVERS



 


Any term of this Agreement (including
this Clause) may be amended or waived only with the consent of the Warrantholder and the Issuer.


 






    16


    


    

 


		15.	ENTIRE AGREEMENT



 


This Agreement (including the
Schedules hereto and the documents and instruments referred to in this Agreement that are to be delivered pursuant to this Agreement)
constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements or representations by or
among the Parties, or any of them, written or oral, with respect to the subject matter of this Agreement.


 


		16.	COUNTERPARTS AND CONCLUSION OF CONTRACT



 


		(a)	This Agreement may be executed in any number of counterparts, and this has the same effect as if
the signatures on the counterparts were on a single copy of this Agreement.



 


		(b)	This Agreement may be concluded by an exchange of signed signature pages, transmitted by way of
fax or attached as an electronic photocopy (.pdf, .tif, etc.) to e-mail.



 


		17.	GOVERNING LAW AND JURISDICTION



 


		17.1	Governing law



 


This Agreement is governed by
the laws of Switzerland.


 


		17.2	Jurisdiction



 


Each Party agrees that any legal
action arising out of or relating to this Agreement, including actions relating to disputes on the conclusion, validity or amendment
of this Agreement, must be brought exclusively before the courts of the City of Zurich, Switzerland.


 


This Agreement has been entered into on the date stated at
the beginning of this Agreement.


 






    17


    


    

 


SCHEDULE
1

ADJUSTMENT MECHANICS


 


		1	EVENTS LEADING TO ADJUSTMENTS TO THE EXERCISE PRICE



 


		(a)	Increase of capital by means of capitalization of reserves, profits or premiums by distribution
of Issuer Shares, or division or consolidation of Issuer Shares



 


In the event of a change in the
Issuer’s share capital as a result of capitalization of reserves, profits or premiums, by means of the distribution of Issuer
Shares, save for a distribution of Issuer Shares as a Dividend as set out in section 1(d) of this Schedule 1, and in the event
of division or consolidation of Issuer Shares, the Exercise Price shall be adjusted by multiplying the Exercise Price in force
immediately prior to such change by the result of the following formula:


 


NOld/NNew


 


where:


 


NOld is the number of
Issuer Shares existing before the change in share capital; and


 


NNew is the number of
Issuer Shares existing after the change in share capital.


 


Such adjustment shall become effective
on the date on which such Issuer Shares are distributed or, in the event of division or consolidation of Issuer Shares, on the
first day the Issuer Shares are traded on the new basis on the Relevant Exchange.


 


		(b)	Issue of Issuer Shares or Other Securities by way of conferring subscription or purchase rights



 


If (i) the Issuer grants to holders
of Issuer Shares any rights or options, warrants or other rights to subscribe for or acquire Issuer Shares, Other Securities or
securities convertible or exchangeable into Issuer Shares or Other Securities, or (ii) any third party with the consent of the
Issuer issues to holders of Issuer Shares any rights, options or warrants to purchase any Issuer Shares, Other Securities or securities
convertible or exchangeable into Issuer Shares or Other Securities (the rights referred to in (i) and (ii) collectively and individually
being the “Purchase Rights”), the Exercise Price shall be adjusted by multiplying the Exercise Price in force
immediately prior to such issue or grant by the result of the following formula:


 


(Pcum – R)/Pcum 


 


where:


 


		Pcum	is the Current Market Price by reference to whichever
is the later of (x) the date on which the Issuer Shares are first traded ex-Purchase Rights on the Relevant Exchange and (y) the
Trading Day when the subscription or purchase price for Issuer Shares or Other Securities under the Purchase Right is announced,
or, if the day the subscription or purchase price is announced is not a Trading Day, the next following Trading Day; and



 






    18


    


    

 


		R	is the value of the Purchase Right relating to one Issuer Share or Other Security, such value to
be calculated as follows:



 


		(A)	in the event the Purchase Rights relate to Issuer Shares:



 


R = Pcum –
TERP


 


where:


 


TERP
= (Nold x Pcum + Nnew x (Prights + Div)) / (Nold + Nnew) and:


 


		TERP	is the theoretical ex-Purchase Rights price; and



 


		Nold	is; the number of Issuer Shares existing before the change
in share capital; and



 


		Nnew	is the number of offered Issuer Shares contemplated to
be newly issued; and



 


		Prights	is the price at which one new Share can be subscribed,
exercised or purchased; and



 


		Div	is the amount (in CHF) by which the entitlement to Dividends per existing
Share exceeds the entitlement to Dividends per new Issuer Share, (x) if Dividends have already been proposed to the general meeting
of shareholders but not yet paid, based on the proposed amount of the Dividends, or (y) if Dividends have not yet been proposed,
based on the Dividends paid in the immediately preceding financial year;



 


provided, however, that no such
adjustment shall be made if the subscription or purchase price at which one new Issuer Share can be subscribed or purchased is
at least ninety-five (95) per cent of the Current Market Price on whichever is the later of (x) the date on which the Issuer Shares
are first traded ex-Purchase Rights on the Relevant Exchange or (y) the Trading Day when the subscription or purchase price for
the Purchase Right is announced, or, if the day the subscription or purchase price is announced is not a Trading Day, the next
following Trading Day;


 


		(B)	in the event the Purchase Rights relate to Other Securities or to securities convertible or exchangeable into Issuer Shares
or Other Securities and where such Purchase Rights are traded on a regulated stock exchange in Switzerland, the European Union,
the United States of America, Canada or Japan:



 






    19


    


    

 


		where:	



 


		R =	Nrights x Prights



 


		Nrights	is the number of Purchase Rights granted per Issuer Share;
and



 


		Prights	is the VWAP of the Purchase Rights on the Relevant Exchange
(or, if no dealing is recorded, the arithmetic mean of the bid and offered prices) during the time Purchase Rights are traded,
but not longer than the first ten (10) Trading Days.



 


		(C)	in all other cases where neither of the previous paragraphs (A) or (B) is applicable, R will be determined by an Independent
Expert.



 


Such adjustment shall become effective:


 


	(i)	in the case of sub-section (A) above, on the first day on which the Issuer Shares are traded ex-Purchase
Rights on the Relevant Exchange; 



 


	(ii)	in the case of sub-section (B) above, five (5) Trading Days
after (x) the end of the period during which the Purchase Rights are traded or (y) the tenth (10th) Trading Day of the Purchase
Rights, whichever is sooner; and



 


	(iii)	in the case of sub-section (C) above, on the date determined by the Independent Expert.



 


(c)       Spin-offs
and capital distributions other than Dividends


 


If, in respect of a spin-off
or a capital distribution other than Dividends as set out in section 1(d) of this Schedule 1, the Issuer shall issue or distribute
to holders of its Issuer Shares any assets, evidence of indebtedness of the Issuer, shares or other rights (other than as referred
to in section 1(b) of this Schedule 1) (the “Distribution”), the Exercise Price shall be adjusted as follows:


 


		(i)	In case the Distribution (x) consists of securities that will be traded on a regulated stock exchange
in Switzerland, the European Union, the United States of America, Canada or Japan, (y) consists of securities that are traded on
a regulated stock exchange in Switzerland, the European Union, the United States of America, Canada or Japan or (z) has otherwise
a value which is determinable by reference to a stock exchange quotation or otherwise, by multiplying the Exercise Price in force
immediately prior to such issue or distribution by the result of the following formula:



 


(Pcum – D)/Pcum


 


where:


 


		Pcum	is the Current Market Price by reference to the date on
which the Issuer Shares are first traded ex-Distribution on the Relevant Exchange following the relevant Distribution; and



 






    20


    


    

 


		D	is equal to (i) in case of sub-paragraph (i)(x) above, the current market price of the Distribution
(in CHF) on the Relevant Exchange, calculated on a per Issuer Share basis, as determined by the Warrantholder, or (ii) in case
of sub-paragraph (i)(y), the current market price of the Distribution (in CHF) on the Relevant Exchange on the date by reference
to which Pcum has been determined, calculated on a per Issuer Share basis, as determined by the Warrantholder, or (iii) in case
of subparagraph (i)(z), as determined by a Independent Expert.



 


whereby for purposes of this provision,
the current market price (to determine D) in case of sub-paragraph (i)(x) above shall be deemed to be the average of the VWAPs
on the five (5) consecutive Trading Days commencing on the date on which the Issuer Shares are first traded ex-Distribution on
the Relevant Exchange, and in case of sub-paragraph (i)(y) shall be deemed to be the average of the VWAPs on the five (5) consecutive
Trading Days ending on and including the Trading Day preceding the day on which the Issuer Shares are first traded ex-Distribution.
When calculating the average of the VWAPs the gross dividend amount (or any other entitlement), if any, of any dividend (or any
other entitlement) paid during either of the above mentioned periods of five (5) consecutive Trading Days, shall be added back
to the VWAPs on each of the Trading Days on which the Issuer Shares are traded ex-dividend (or any other entitlement).


 


		(ii)	In all other cases and where there is one (but not more) Distribution on a given Trading Day, by
multiplying the Exercise Price in force immediately prior to such issue or distribution by the result of the following formula:



 


Pafter/Pbefore 


 


where:


 


		Pafter	is the current market price per Share after the date
of such Distribution (the “Distribution Date”); and



 


		Pbefore	is the current market price per Issuer Share before the
Distribution Date;



 


whereby for purposes of this provision
the current market price per Issuer Share shall be deemed to be the average of the VWAPs, (x) in the case of Pbefore, on the five
(5) consecutive Trading Days before the Distribution Date, and (y) in the case of Pafter, on the five (5) consecutive Trading Days
after the Distribution Date, as determined by the Warrantholder. When calculating the average of the VWAPs the gross dividend amount
(or any other entitlement), if any, of any dividend paid (or any other entitlement) during either of the above mentioned periods
of five (5) consecutive Trading Days, shall be added back to the VWAPs on each of the Trading Days on which the Issuer Shares are
traded ex-dividend (or any other entitlement).


 






    21


    


    

 


		(iii)	If the Issuer issues or distributes to its shareholders tradable put options as a Dividend with
respect to any financial year, the Exercise Price shall be adjusted according to the formula set out in section 1(d) of this Schedule
1.



 


		(iv)	In all other cases where there is more than one such Distribution on a given Trading Day, the Independent
Expert will determine the necessary adjustment.



 


Such adjustment shall become
effective, in the case of sub-paragraph (i)(y) above, on the date on which the Distribution is made and, in the case of sub-paragraph
(i)(x), (ii) and (iii) above, on the sixth (6th) Trading Day after the Distribution Date and, in the case of sub-paragraph
(i)(z) and (iii) above, as determined by a Independent Expert.


 


(d)       Dividends


 


If the Issuer pays a Dividend,
the Exercise Price shall be adjusted by multiplying the Exercise Price by the following fraction:


 


(Pcum – D)/ Pcum


 


where:


 


		Pcum	is the Current Market Price with respect to the Effective
Date; and



 


		D	is the portion of the Dividend attributable to one Issuer
Share as set out below



 


Any reference to D in the above formula shall be
replaced by


 


		(i)	the cash amount in case of a cash dividend or a repayment
of paid-in capital;



 


		(ii)	an amount as calculated by the following formula in case of a stock dividend in lieu of a cash dividend:



 


Current Market Price - (Current
Market Price x (NOld / NNew))


 


where:


 





	 	Current
Market Price	is the average of the daily VWAP of one Issuer Share on each of the five (5) consecutive Trading Days ending on and
including the Trading Day immediately prior to the Ex-Date;



 





		NOld	is the number of Issuer Shares existing before the change
in share capital; and



 


		NNew	is the number of Issuer Shares existing after the change
in share capital;



 






    22


    


    

 


		(iii)	an amount as calculated by the following formula in case of tradable put options in lieu of a cash
dividend (the “Put Option”):



 


current
market price x (P/N)


 


		where:	



 


current
market price is the average of the daily VWAP of the Put Option on each of the five (5) consecutive Trading Days commencing on
the Ex-Date;


 


		P	is the number of Put Options to be issued; and



 


		N	is the number of Issuer Shares existing prior to the Ex-Date.



 


Such adjustment shall become effective
on the Ex-Date and in case of Put Options according to sub-paragraph (iii) above, on the sixth (6th) Trading Day following
the Ex-Date.


 


		2	CALCULATION OF ADJUSTMENTS



 


		(a)	Each adjustment to be made pursuant to this Schedule 1 shall be calculated by the Warrantholder
and shall (in the absence of manifest error) be binding on the Issuer. The Warrantholder may engage the advice or services of any
Independent Expert whose advice or services it may consider necessary and rely upon any advice so obtained, and the Warrantholder
shall incur no liability as against the Issuer in respect of any action taken, or not taken, or suffered to be taken, or not taken,
in accordance with such advice and in exercising due care according to established market practice.



 


		(b)	If in case of any adjustment the resulting Exercise Price is not an integral multiple of CHF 0.01
(one hundredth of a Swiss franc), it shall be rounded to the nearest whole or multiple of CHF 0.01 (one hundredth of a Swiss franc)
with 0.005 being rounded upwards.



 


		(c)	The Issuer will procure that a notice is sent to the Warrantholder as soon as practicable after
either the date on which any adjustment to the Exercise Price becomes effective or, if no adjustment is required, the date on which
it is possible to determine that such is the case.



 


		3	RETROACTIVE ADJUSTMENTS



 


		(a)	If the Exercise Date is (i) before the relevant record date for any issue, sale, grant or offer
leading to an adjustment pursuant to section 1 of this Schedule 1, (ii) before publication of the event leading to such Record
Date, and (iii) before the relevant adjustment to the Exercise Price becomes effective under section 1(b) of this Schedule 1, and
(iv) provided that the Issuer Shares will be delivered to the Warrantholder after the Record Date, the Issuer shall (conditional
upon the relevant adjustment becoming effective) procure that there shall be issued to the converting Warrantholder such an additional
number of Issuer Shares or additional cash amount (the “Additional Consideration”) as, together with the Issuer
Shares delivered or to be delivered and the cash amounts to be transferred, if applicable, on exercise of the relevant Warrant
is equal to the consideration (in form of cash amounts or Issuer Shares as set out in sections 1(b) and 1(c) of this Schedule 1)
which would have been required to be delivered on exercise of the relevant Warrant if the relevant adjustment to the Exercise Price
had in fact been made and become effective prior to the Exercise Date (the “Retroactive Adjustment”).



 






    23


    


    

 


		(b)	Without prejudice to the provisions of Clauses 3 (Exercise of Warrants) and 4 (Completion),
upon a Retroactive Adjustment becoming effective in accordance with this section 3 of this Schedule 1, the delivery of the relevant
Additional Consideration shall be made within ten (10) Business Days after the first date it is possible to calculate such adjustment
but not earlier than the Record Date. Without prejudice to the foregoing and to mandatory provisions of applicable law, in the
event that an issue, sale, grant or offer leading to an adjustment pursuant to section 1 of this Schedule 1 is effected between
the above Exercise Date and the date of delivery of the relevant Additional Consideration, the Issuer shall request a Independent
Expert to determine the amount of the further consideration to be made to the Warrantholder, whether in kind or in cash, so that
the Warrantholder may be substantially treated as if it actually held the Additional Consideration on the Exercise Date.



 


		4	EVENTS NOT GIVING RISE TO ADJUSTMENTS



 


No adjustment
to the Exercise Price will be made:


 


		(a)	if Issuer Shares or Other Securities (including pre-emptive rights, options or warrants in relation
to Issuer Shares or Other Securities) are issued, offered or granted to, or for the benefit of, members of the board of directors,
officers or employees of the Issuer or any of its Subsidiaries or any associated company or to trustees to be held for the benefit
of any such person in any such case pursuant to any employee share or option scheme; or



 


		(b)	if the Exercise Price would fall below the nominal value of a Issuer Share. In this case, the Exercise
Price will be adjusted to the nominal value of a Issuer Share and any remaining reduction of the Exercise Price resulting from
such adjustment or from any further adjustment will be carried forward and only be applied if and to the extent the nominal value
of a Issuer Share will be reduced.



 


		5	OTHER EVENTS



 


If the Warrantholder determines
after consultation with the Issuer, that notwithstanding sections 1 and 2 of this Schedule 1 an adjustment should be made to the
Exercise Price as a result of one or more events or circumstances not referred to in section 1 of this Schedule 1 or circumstances
including circumstances listed in section 4 of this Schedule 1 have arisen which have an adverse effect on the (economic value
of the) exercise rights of the Warrantholder under this Agreement and no adjustment to the Exercise Price under section 1 of this
Schedule 1 would otherwise arise or is excluded according to section 4 of this Schedule 1, the Warrantholder shall engage the advice
or services of an Independent Expert to determine as soon as practicable what adjustment, if any, to the Exercise Price or amendment,
if any, to the terms of this Schedule 1 is fair and reasonable to take account thereof and the date on which such adjustment should
take effect. If several events occur which become effective on the same Trading Day and which would lead to an adjustment of the
Exercise Price pursuant to section 1 of this Schedule 1, the decision as to the manner of calculating the adjustment of the Exercise
Price shall be taken by the Independent Expert. The decision of the Independent Expert shall be conclusive and binding on the Warrantholder
and the Issuer.


 






    24


    


    

 


		6	CORRECTION OF ADJUSTMENTS



 


If an adjustment has been made
in accordance with section 1 of this Schedule 1 based on events or circumstances that subsequently are not implemented or are implemented
in a manner materially different than anticipated when calculating the adjustment, then the Issuer and the Warrantholder shall
determine whether and to what extent the adjustment previously made shall be corrected. The Warrantholder may engage the services
of a Independent Expert to determine whether and to what extent a correction shall be made. The decision of the Independent Expert
shall be conclusive and binding.


 


		7	APPOINTMENT OF INDEPENDENT EXPERT



 


If the Issuer and the Warrantholder
do not mutually agree on an Expert within seven (7) days from the beginning of the appointment process, each of the Issuer and
the Warrantholder shall select an Expert, whereby the so elected Experts shall select together a third Expert. In case the two
selected Experts do not mutually agree on a third Expert within seven (7) days after being appointed, each of them shall select
another Expert, whereby a Swiss Notary Public appointed by the Warrantholder will pick one of these two Experts as third Expert
by drawing lots. In the case of the appointment of three Experts references in this Agreement to an Independent Expert shall be
deemed to refer to these three Experts, deciding by majority decision. Decisions of the Independent Expert shall be final and binding
on the Issuer and the Warrantholder. The Warrantholder shall incur no liability against the Issuer in respect of any action taken,
or suffered to be taken, in accordance with such decision and in good faith. The fees and costs of the Independent Expert shall
be borne by the Issuer.


 






    25


    


    

  


SCHEDULE
2

EXERCISE NOTICE


 


		To:	WISeKey International Holding AG

General-Guisan-Strasse 6

6300 Zug

Switzerland



 


		Attn.:	Peter Ward, Chief Financial Officer

Email: peter.ward@wisekey.com



 


From: [Warrantholder]


 


Dated: [                     ]


 


Dear Sirs


 


WISeKey – Warrant Agreement 

dated 27 June 2019 (the “Agreement”)


 


		1.	We refer to the Agreement. This is an Exercise Notice Terms defined in the Agreement have the same
meaning when used in this Exercise Notice unless given a different meaning in this Exercise Notice.



 


		2.	We herewith declare the exercise of [         ]
Warrants and request the delivery of [         ] Issuer Shares. The Exercise
Price amounts to CHF [         ] per Warrant.



 


		3.	The directions for delivery of the Issuer Shares alloted to us following the payment by us of the
Exercise Price for each Warrant exercised to the Issuer Bank Account are as follows:



 


	Account:	[                          ]
	Account holder:	[                          ]
	Bank:	[                          ]
	IBAN share account:	[                          ]
	SWIFT / BIC:	[                          ]
	Address account holder:	[                          ]


 


		4.	To the extent the Issuer Shares to be delivered are issued out of the conditional share capital
(bedingtes Aktienkapital) of the Issuer, we herewith make reference to article [reference to article covering the conditional
share capital] of the Issuer’s articles of association.



 


		5.	We kindly ask you to provide us with the details of the Issuer Bank Account within two (2) Business
Days following receipt of this Exercise Notice.



 


		6.	We kindly ask you to enter [name of account holder] into the share register of the Issuer
with voting rights with respect to the Issuer Shares referred to in this Exercise Notice.



 






    26


    


    

 


		7.	This Exercise Notice is irrevocable.



 


Your Faithfully,


 


YA II PN, LTD.

as Warrantholder


 


	By:	Yorkville Advisor Global, LP	 
	Its:	Investment Manager	 
	 	 	 
	By:	Yorkville Advisor Global II, LP	 
	Its:	General Partner	 
	 	 	 
	By:	 	 
	Name: 	 	 
	Title:	Member	 



 






    27


    


    

 

signature
page

warrant agreement


 


	WISEKEY INTERNATIONAL HOLDING AG

as Issuer	 
	 	 
	By:	/s/ Carlos Moreira	 
	Name:	Carlos Moreira	 
	Title:	Chairman of the board of directors	 
	 	 
	By:	/s/ Peter Ward	 
	Name:	Peter Ward	 
	Title:	Member of the board of directors	 
	 	 
	 	 
	YA II PN, LTD.

as Warrantholer	 
	 	 
	By:	Yorkville Advisors Global, LP	 
	Its:	Investment Manager	 
	 	 	 
	By:	Yorkville Advisors Global II, LP	 
	Its:	General Partner	 
	 	 
	By:	/s/ M. Beck	 
	Name:		 
	Title:	Member	 



 


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