Execution Version


 


FIRST AMENDMENT
TO


 


SUBSCRIPTION
AGREEMENT


 


WISeKey International Holding AG, a stock corporation (company
registration number CHE-143.782.707) organized and existing under the laws of Switzerland, having its registered office at General-Guisan-Strasse
6, 6300 Zug, Switzerland, as issuer (the "Issuer"); and


 


L1 Capital Global Opportunities Master Fund, a limited company
incorporated in Cayman Island, with registered office at 161a Shedden Road, One Artillery Court, Grand Cayman KY1-1001, Cayman Islands
(the "Investor" or "Initial Noteholder"),


 


enter into this First Amendment to Subscription Agreement (this “Amendment”)
as of September 27, 2021 (the “Signing Date”). Issuer and Investor or Initial Noteholder may be referred to individually
as a “Party” or collectively as the “Parties”.


 


BACKGROUND


 


Issuer and Investor are parties to a Subscription Agreement, dated
as of June 29, 2021 (as further amended, the “Subscription Agreement”). Unless defined in this Amendment, capitalized
terms have the meanings set forth in the Subscription Agreement and references to sections are to sections of the Subscription Agreement.


 


NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereby agree as follows:


 


TERMS AND CONDITIONS


 


		1.	Amendments to Subscription Agreement



 


		(A)	The following Definitions in Section 1.1. are amended in its entirety to read as follows:



 


"Closing Date" means the Initial Notes Tranche
Closing Date, the Second Notes Tranche Closing Date, the Third Notes Tranche Closing Date, the Fourth Notes Tranche Closing Date, the
Fifth Notes Tranche Closing Date, any Additional Notes Tranche Closing Date and each Accelerated Notes Tranche Closing Date as the context
requires.


 


"Notes" means all notes provided for in
this Agreement, including all notes under (i) the Initial Notes Tranche, the Second Notes Tranche, the Third Notes Tranche, the Fourth
Notes Tranche, the Fifth Notes Tranche, (ii) the Accelerated Notes Tranches and (iii) any Additional Notes Tranches.


 


"Second Notes Tranche Subscription Price"
means US$2,695,000 minus the amount of the First Accelerated Notes Tranche Subscription Price less any expenses referred to in Clause
11.2 (Investor's Expenses).


 






     


     


    

 


"Third Notes Tranche Subscription Price"
means US$2,695,000 minus the amount of the Second Accelerated Notes Tranche Subscription Price less any expenses referred to in Clause
11.2 (Investor's Expenses).


 


"Fourth Notes Tranche Subscription Price"
means US$2,695,000 minus the amount of the Third Accelerated Notes Tranche Subscription Price less any expenses referred to in Clause
11.2 (Investor's Expenses).


 


"Fifth Notes Tranche Subscription Price"
means US$2,695,000 minus the amount of the Fourth Accelerated Notes Tranche Subscription Price less any expenses referred to in Clause
11.2 (Investor's Expenses).


 


"First Accelerated Notes Tranche Subscription Price"
means the aggregate principal amount of the First Accelerated Notes Tranche minus the Original Issue Discount of 2% less any expenses
referred to in Clause 11.2 (Investor's Expenses).


 


"Second Accelerated Notes Tranche Subscription Price"
means the aggregate principal amount of the Second Accelerated Notes Tranche minus the Original Issue Discount of 2% less any expenses
referred to in Clause 11.2 (Investor's Expenses).


 


"Third Accelerated Notes Tranche Subscription Price"
means the aggregate principal amount of the Third Accelerated Notes Tranche minus the Original Issue Discount of 2% less any expenses
referred to in Clause 11.2 (Investor's Expenses).


 


"Fourth Accelerated Notes Tranche Subscription Price"
means the aggregate principal amount of the Fourth Accelerated Notes Tranche minus the Original Issue Discount of 2% less any expenses
referred to in Clause 11.2 (Investor's Expenses).


 


		(B)	Section 2 (a) is amended in its entirety to read as follows:



 


		(a)	the Issuer agrees to issue Notes:



 


		(i)	in the aggregate principal amount of US$11,000,000 (the "Initial Notes Tranche") to the Investor on the Initial Notes
Tranche Closing Date (such issuance on the Initial Notes Tranche Closing Date, the "Initial Notes Tranche Closing");



 


		(ii)	in the aggregate principal amount of $ 2,750,000 minus the aggregate principal amount of the First Accelerated Notes Tranche (the
"Second Notes Tranche") to the Investor on the Second Notes Tranche Closing Date (such issuance on the Second Notes Tranche
Closing Date, the "Second Notes Tranche Closing");



 


		(iii)	in the aggregate principal amount of US$ 2,750,000 minus the aggregate principal amount of the Second Accelerated Notes Tranche (the
"Third Notes Tranche") to the Investor on the Third Notes Tranche Closing Date (such issuance on the Third Notes Tranche
Closing Date, the "Third Notes Tranche Closing");



 






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		(iv)	in the aggregate principal amount of US$ 2,750,000 minus the aggregate principal amount of the Third Accelerated Notes Tranche (the
"Fourth Notes Tranche") to the Investor on the Fourth Notes Tranche Closing Date (such issuance on the Fourth Notes Tranche
Closing Date, the "Fourth Notes Tranche Closing"); and



 


		(v)	in the aggregate principal amount of US$ 2,750,000 minus the aggregate principal amount of the Fourth Accelerated Notes Tranche (the
"Fifth Notes Tranche") to the Investor on the Fifth Notes Tranche Closing Date (such issuance on the Fifth Notes Tranche
Closing Date, the "Fifth Notes Tranche Closing").



 


		(C)	New Section. Section 2 (c) is added in its entirety to read as follows:



 


		(c)	the Issuer agrees to issue and the Investor agrees to subscribe and pay, or procure the subscription and payment for the accelerated
notes tranches (the "Accelerated Notes Tranches") as follows:



 


		(vi)	in the aggregate principal amount of a minimum of US$ 1,000,000 or upon mutual consent of the Parties, a higher amount of up to US$
2,750,000, unless the Parties agreed to a higher amount (the "First Accelerated Notes Tranche") on or around September
23, 2021, unless the Parties agreed to another date (the "First Accelerated Notes Tranche Closing Date") (such issuance
on the First Accelerated Notes Tranche Closing Date, the "First Accelerated Notes Tranche Closing");



 


		(vii)	in the aggregate principal amount of a minimum of US$ 1,000,000 or upon mutual consent of the Parties, a higher amount of up to US$
2,750,000, unless the Parties agreed to a higher amount (the "Second Accelerated Notes Tranche") within 30 days from
the First Accelerated Notes Tranche Closing, unless the Parties agreed to another date (the "Second Accelerated Notes Tranche
Closing Date") (such issuance on the Second Accelerated Notes Tranche Closing Date, the "Second Accelerated Notes Tranche
Closing");



 


		(viii)	in the aggregate principal amount of a minimum of US$ 1,000,000 or upon mutual consent of the Parties, a higher amount of up to US$
2,750,000, unless the Parties agreed to a higher amount (the "Third Accelerated Notes Tranche") within 30 days from the
Second Accelerated Notes Tranche Closing, unless the Parties agreed to another date (the "Third Accelerated Notes Tranche Closing
Date") (such issuance on the Third Accelerated Notes Tranche Closing Date, the "Third Accelerated Notes Tranche Closing");
and



 






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		(ix)	in the aggregate principal amount of a minimum of US$ 1,000,000 or upon mutual consent of the Parties, a higher amount of up to US$
2,750,000, unless the Parties agreed to a higher amount (the "Fourth Accelerated Notes Tranche") within 30 days from
the Third Accelerated Notes Tranche Closing, unless the Parties agreed to another date (the "Fourth Accelerated Notes Tranche
Closing Date") (such issuance on the Fourth Accelerated Notes Tranche Closing Date, the "Fourth Accelerated Notes Tranche
Closing").



 


		(D)	Section 7.1 Share Coverage is amended in its entirety to read as follows:



 


The Issuer shall ensure that it has reserved and available exclusively
for the Issuer in case of the conversion of any Notes in relation to the Initial Notes Tranche and any Additional Notes Tranches, at all
times when Notes are outstanding, a number of shares (reserved treasury shares and reserved unissued shares from conditional share capital)
equal to 150% of the outstanding aggregate principal amount converted into CHF using the Noteholder's Rate of Exchange divided by the
applicable Conversion Price B, always provided that the Issuer shall ensure that it has reserved and available exclusively for the Issuer
in case of the conversion of any Notes in relation to the Accelerated Notes Tranches at all times when Notes are outstanding, a number
of shares (reserved treasury shares and reserved unissued shares from conditional share capital) equal to 200% of the outstanding aggregate
principal amount converted into CHF using the Noteholder's Rate of Exchange divided by the applicable Conversion Price B.


 


		(E)	New Section. Section 8.2. (a) is added in its entirety to read as follows:



 


		(a)	In the event that the daily trading volume (as measured by total trading volume in USD on the exchange on which the Shares and/or
ADSs being traded are listed) exceeds US$ 25,000,000, the restrictions in section 8.2 will no longer apply.



 


		(F)	New Section. Section 8.2. (b) is added in its entirety to read as follows:



 


		(b)	If the pre-market demand, or initial trading volume, indicates that the daily trading volume (as measured by total trading volume
in USD on the exchange on which the Shares and/or ADSs being traded are listed) is going to exceed US$ 5,000,000, then the Investor may
ask the Issuer to increase or remove the restrictions in section 8.2. The Issuer will make best efforts to reply promptly and behave reasonably
relative to such requests.



 


		(G)	New Section. Section 9.2. (d) is added in its entirety to read as follows:



 


		(d)	Delay of Closing Date: On a monthly basis, the Investor will review its position and will have the right to delay the
Closing Date in relation to the Second Accelerated Notes Tranche, Third Accelerated Notes Tranche and the Fourth Accelerated Notes Tranche.
The Investor will explain the reasons for the delay of the Closing Date to the Issuer along with the criteria which needs to be met in
order to agree on a revised Closing Date in relation to the Second Accelerated Notes Tranche, Third Accelerated Notes Tranche and Fourth
Accelerated Notes Tranche.



 


		(H)	Section 9.4 Waiver is amended to Section 9.5 Waiver



 






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		(I)	Section 9.5 Notification of Satisfaction or Waiver of Conditions Precedent is amended to Section 9.6 Notification of Satisfaction
or Waiver of Conditions Precedent



 


		(J)	New Section. Section 9.4 is added in its entirety to read as follows:



 


		9.4	Investor's conditions precedent to each Accelerated Notes Tranche
Closing



 


The Investor shall only be obliged to subscribe and pay for
the Notes pertaining to each of the First Accelerated Notes Tranche, the Second Accelerated Notes Tranche, the Third Accelerated Notes
Tranche and Fourth Accelerated Notes Tranche within 3 Business Days, only if and when the following conditions are satisfied in form and
substance satisfactory to the Investor for each such Tranche:


 


		(a)	Accuracy of Representations: The Investor shall have been satisfied (acting reasonably) that:



 


		(i)	the Issuer's representations and warranties contained in each Notes Document to which it is a party shall in all material respects
be true, accurate and correct on, and as if made on, the respective Accelerated Notes Tranche Closing Date; and



 


		(ii)	the Issuer shall have performed all of its obligations under each Notes Document to which it is a party that are required to be performed
on or before the respective Accelerated Notes Tranche Closing Date.



 


		(b)	No Event of Default, no Material Adverse Change and no Change of Control: There shall not have occurred any Event of
Default or any event or circumstance which would reasonably be expected to have a Material Adverse Effect or constitute a Change of Control.



 


		2.	Amendments to Schedule 1 Terms and Conditions



 


		(A)	Section 5 (a) Definitions is amended in its entirety to read as follows:



 


"Conversion Price B" in relation to the
Initial Notes Tranche, the Second Notes Tranche, the Third Notes Tranche, the Fourth Notes Tranche, the Fifth Notes Tranche and any Additional
Notes Tranches means 95% of the lowest daily VWAPs of one Issuer Share, as applicable, during the five (5) consecutive Trading Days ending
on (and including) the Trading Day immediately preceding the Conversion Date, rounded down to the nearest Swiss Cent (CHF 0.01), and in
relation to the Accelerated Notes Tranches means 90% of the lowest daily VWAPs of one Issuer Share, as applicable, during the ten (10)
consecutive Trading Days ending on (and including) the Trading Day immediately preceding the Conversion Date, rounded down to the nearest
Swiss Cent (CHF 0.01) . If the number calculated pursuant to the above formula is lower than the nominal value of one Issuer Share, such
number shall be deemed to be equal to the nominal value of one Issuer Share, provided the Noteholder receives the Nominal Value Make-Whole
Payment.


 






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		(B)	Section 8 (c) Conversion Price B Conversions is amended in its entirety to read as follows:



 


		(c)	Conversion Price B Conversions: Notwithstanding anything to the contrary set out in Condition 8(b) (Conversion Ratio and Conversion
Price), the Noteholder shall have the right to:



 


		(i)	in relation to the Initial Notes Tranche, the Second Notes Tranche, the Third Notes Tranche, the Fourth Notes Tranche, the Fifth Notes
Tranche and any Additional Notes Tranches convert each calendar month a Conversion Amount of up to 12.5% of the initial aggregate principal
amount of all issued Tranches into Issuer Shares whereby the Conversion Ratio will be determined by converting the Conversion Amount into
CHF, using the Noteholder's Rate of Exchange on the Conversion Date and dividing the resulting figure by the Conversion Price B (95%).
Any remainder smaller than CHF 10 shall not be paid. For the avoidance of doubt, the receipt of a Redemption Notice shall in no way restrict
the Noteholder from exercising the conversion right according to this Condition 8(c)(i) as long as the Notes have not been cancelled in
accordance with Condition 10(c). The Issuer shall, in its sole discretion, have the right to waive the limit of 12.5%. For the avoidance
of doubt, the Investor can convert more than the 12.5% if the daily VWAP is above the Fixed Conversion Price.



 


		(ii)	in relation to the Accelerated Notes Tranches convert at any time at the discretion of Investor a Conversion Amount of up to 100%
of the initial aggregate principal amount of all issued Tranches into Issuer Shares whereby the Conversion Ratio will be determined by
converting the Conversion Amount into CHF, using the Noteholder's Rate of Exchange on the Conversion Date and dividing the resulting figure
by the Conversion Price B (90%). Any remainder smaller than CHF 10 shall not be paid. For the avoidance of doubt, the receipt of a Redemption
Notice shall in no way restrict the Noteholder from exercising the conversion right according to this Condition 8(c)(i) as long as the
Notes have not been cancelled in accordance with Condition 10(c).



 


		(iii)	convert, upon occurrence of an Event of Default, a Conversion Amount equaling the sum of the aggregate principal amount of all issued
and unconverted Notes, accrued interest and premium (if any) and the Make-whole Amount (if applicable) into Issuer Shares whereby the
Conversion Ratio will be determined by converting the Conversion Amount into CHF, using the Noteholder's Rate of Exchange on the Conversion
Date and dividing the resulting figure by the applicable Conversion Price B (95% or 90%). The number of Issuer Shares to be delivered
upon Conversion shall be rounded down to the next full number. Any remainder smaller than CHF 10 shall not be paid.



 






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		(iv)	convert, upon receipt of a Redemption Notice, a Conversion Amount of up to 12.5% of the initial aggregate principal amount of all
issued Tranches into Issuer Shares whereby the Conversion Ratio will be determined by converting the Conversion Amount into CHF, using
the Noteholder's Rate of Exchange on the Conversion Date and dividing the resulting figure by the Conversion Price B. Any remainder smaller
than CHF 10 shall not be paid. For the avoidance of doubt, the conversion right according to this Condition 8(c)(iii) may be exercised
in addition to the conversion right according to Condition 8(c)(i). The Issuer shall, in its sole discretion, have the right to waive
the limit of 12.5%.



 


		3.	General Terms.



 


		(A)	Except as amended hereby, all terms and conditions of the Subscription Agreement remain in full force and effect.



 


		(B)	This document contains the entire agreement of the Parties in connection with the subject matter of this Amendment and cannot be changed
or terminated orally.



 


		(C)	The individuals signing on behalf of each Party represent that all necessary action to authorize them to enter into this Amendment
has been taken, including, without limitation, any member or manager approvals or resolutions necessary to authorize execution of this
Amendment.



 


		(D)	The Issuer shall issue a press release regarding the signing of this Amendment. Prior to the publication of such press release the
Issuer shall obtain the consent of the Investor regarding the content of the press release.



 


		(E)	The Issuer shall pay the Investor a fixed fee of CHF 5,000 for the cost incurred by it in connection with the negotiation, preparation
and execution of this Amendment, whereby the corresponding amount (i) shall be deducted directly from the Subscription Price of the next
Notes Tranche or (ii), if no Notes Tranche is subscribed for within 30 days of the date of this Amendment, shall be paid in cash to the
Investor or such other party designated by the Investor.



 


		(F)	This Amendment may be executed in counterparts, each of which when so executed and delivered will be deemed an original, and all of
such counterparts together will constitute but one and the same agreement. Facsimile, .pdf and other electronic copies of signatures will
be treated as original signatures for all purposes.



 


		(G)	If there is an express conflict between the terms of this Amendment and the terms of the Subscription Agreement, the terms of this
Amendment will govern and control.



 


[End of First Amendment to Subscription
Agreement]


 






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[Signature page to First Amendment to Subscription
Agreement]


 


	THE ISSUER	 	 
	 	 	 
	WISeKey International Holding AndroGel	 	 
	 	 	 
	 	 	 
	/s/ Carlos Moreira	 	/s/ Peter Ward
	Name: Carlos Moreira	 	Name: Peter Ward
	Title:   Chairman of the board of directors	 	Title:   Member of the board of directors
	 	 	 
	 	 	 
	THE INVESTOR	 	 
	 	 	 
	L1 Capital Global Opportunities Master Fund	 	 
	 	 	 
	 	 	 
	/s/ David Feldman	 	 
	Name: David Feldman	 	 
	Title:   Portfolio Manager	 	 



 


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