SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

WISeKey International Holding AG

(Name of Issuer)

Class A ordinary shares, par value CHF 0.01 per share

Class B ordinary shares, par value CHF 0.05 per share

(Title of Class of Securities)

97727L200^**

(CUSIP Number)

Carlos Moreira

c/o

WISeKey International Holding AG

General-Guisan-Strasse 6

CH-6300 Zug, Switzerland

Tel: +41-22-594-3000

Fax: +41-22-594-3001

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 25, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

^** This CUSIP applies to the American Depositary Shares of the Issuer, each representing five Class B ordinary shares. No CUSIP has been assigned to the Class A ordinary shares or Class B ordinary shares of the Issuer.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 97727L200 13D Page 2 of 8 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Carlos Moreira
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)		(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 45,291,013 Class A ordinary shares 1,263,388 Class B ordinary shares (subject to the Securities Lending Agreement)
	8	SHARED VOTING POWER 66,000 Class B ordinary shares
	9	SOLE DISPOSITIVE POWER  45,291,013 Class A ordinary shares 1,263,388 Class B ordinary shares (subject to the Securities Lending Agreement)
	10	SHARED DISPOSITIVE POWER 66,000 Class B ordinary shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 45,291,013 Class A ordinary shares 1,329,388 Class B ordinary shares (subject to the Securities Lending Agreement)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 99.6% of the Class A ordinary shares 1.7% of the Class B ordinary shares (1)
14	TYPE OF REPORTING PERSON (see instructions) IN

(1) See Item 5 for calculation of the percentage of Class A Shares and Class B Shares, respectively.

CUSIP No. 97727L200 13D Page 3 of 8 Pages

Item 1.  Security and Issuer.

This Amendment No. 3 supplements and amends the Schedule 13D that was originally filed on January 27, 2020, as amended by Amendment No.1 to the Schedule 13D filed on March 16, 2020, and by Amendment No. 2 to the Schedule 13D filed on January 27, 2021 (the “Schedule 13D”). This Amendment No. 3 is filed by the Reporting Person in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, and refers only to information which has materially changed since the filing of the Schedule 13D. The items identified below, or the particular paragraphs of such items which are identified below, are amended as set forth below. Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule 13D.

Item 3.  Source or Amount of Funds or Other Consideration.

Item 3 is amended by adding the following:

On November 25, 2021, the Reporting Person and Philippe Doubre executed a reconfirmation of a share exchange undertaking (the “Share Exchange Undertaking”), pursuant to the terms of which Mr. Doubre has the right to exchange his Class B ordinary shares (“Class B Shares”) of WISeKey International Holding AG (the “Company” or the “Issuer”) for Class A ordinary shares (“Class A Shares”) of the Company held by the Reporting Person, at an exchange ratio of one Class B Share for five Class A Shares.

Pursuant to the Share Exchange Undertaking, on November 25, 2021, the Reporting Person and Mr. Doubre entered into a Share Exchange Agreement (the “Share Exchange Agreement”) whereby Mr. Doubre agreed to transfer 701,695 Class A Shares to the Reporting Person, and the Reporting Person agreed to transfer 140,339 Class B Shares to Mr. Doubre (the “Share Exchange Transaction”). The transfer of such shares took place on November 26, 2021. No payment of money was exchanged in connection with the Share Exchange Transaction.

The terms of the Share Exchange Undertaking and the Share Exchange Agreement are incorporated by reference herein.

On November 25, 2021, pursuant to two Option Agreements each dated November 25, 2021 (the “Option Agreements”) and the WISeKey Employee Stock Option Plan dated September 29, 2016 as amended on November 24, 2021 (the “Amended Stock Option Plan”) (the terms of such agreements are incorporated by reference herein), the Reporting Person was granted (i) 5,454,500 options to purchase an equal number of Class A Shares and (ii) 575,765 options to purchase an equal number of Class B Shares (collectively, the “Options”). The Options may be exercised at any time on or before November 24, 2028, at an exercise price per option equal to (i) CHF 0.01 per Class A Share and (ii) CHF 0.05 per Class B Share, respectively.

CUSIP No. 97727L200 13D Page 4 of 8 Pages

As part of the Reporting Person’s executive compensation package, the Issuer was obligated to grant the Reporting Person 500,000 options to purchase an equal number of Class B Shares each year. Such options were not granted to the Reporting Person in the years 2017-2021. As such, the Reporting Person was owed an aggregate of 2,500,000 options to purchase an equal number of Class B Shares (the “Owed Options”). On November 24, 2021, the Board of the Directors of the Issuer agreed to grant the Options to the Reporting Person (in addition to a cash payment of CHF 2,028,571 in relation to the years 2017-2020, and an additional cash payment calculated as 166,667 options multiplied by the annual 2021 volume-weighted average price of a Class B Share on the SIX Swiss Stock Exchange up to December 31, 2021) in settlement of the Issuer’s obligation of the Owed Options.

Item 4. Purpose of Transaction.

Item 4 is amended by adding the following:

The information set forth in Item 3 is hereby incorporated by reference in this Item 4.

The Reporting Person entered into the Share Exchange Transaction pursuant to the Share Exchange Undertaking. The Options were issued to the Reporting Person as part of his compensation for his service as the Chief Executive Officer of the Company.

The Reporting Person holds his shares and options for investment purposes and to maintain control of the Issuer.

Item 5.  Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is deleted in its entirety and replaced with the following:

(a) As of the date hereof, the Reporting Person beneficially owned: (i) 39,836,513 Class A Shares and 5,454,500 Class A Shares issuable upon the exercise of options to purchase the equivalent number of the Class A Shares that are immediately exercisable, representing 99.6% of the outstanding Class A Shares as at November 25, 2021, which includes the 5,454,500 Class A Shares issuable upon the exercise of options, and (ii) 687,623 Class B ordinary shares held directly by the Reporting Person (all of which are subject to the Securities Lending Agreement), 575,765 Class B Shares issuable upon the exercise of options to purchase an equal number of Class B Shares that are immediately exercisable, 44,000 Class B Shares held indirectly by the Reporting Person by virtue of those shares being held by immediate family members of the Reporting Person, and 22,000 Class B Shares held indirectly by the Reporting Person issuable pursuant to options held by immediate family members of the Reporting Person that are immediately exercisable, representing 1.7% of the outstanding Class B Shares as at November 25, 2021, which includes the 575,765 Class B Shares issuable upon the exercise of options to purchase an equal number of Class B Shares that are immediately exercisable, the 44,000 Class B Shares held indirectly by the Reporting Person by virtue of those shares being held by immediate family members of the Reporting Person, and the 22,000 Class B Shares held indirectly by the Reporting Person issuable pursuant to options held by immediate family members of the Reporting Person that are immediately exercisable, and excluding the 8,722,817 Class B shares held by the Company as treasury shares as at November 25, 2021. The Reporting Person’s beneficial holdings of Class A Shares and Class B Shares together represent 38.8% of the voting rights of the Issuer. Each Class A Share and Class B Share is entitled to one vote per share.

CUSIP No. 97727L200 13D Page 5 of 8 Pages

If the Reporting Person were to convert all of his Class A Shares into Class B Shares (assuming a conversion ratio of 5 Class A Shares into 1 Class B Share), he would beneficially own 10,387,590 Class B Shares, which includes (i) 7,967,302 Class B Shares that would result from the conversion of the Reporting Person’s Class A Shares, (ii) 1,090,900 Class B Shares issuable upon the exercise of 5,454,500 options to purchase the equivalent number of Class A Shares that are immediately exercisable, (iii) 575,765 Class B Shares issuable upon the exercise of options to purchase an equal number of Class B Shares that are immediately exercisable, (iv) 44,000 Class B Shares held indirectly by the Reporting Person by virtue of those shares being held by immediate family members of the Reporting Person, and (v) 22,000 Class B Shares held indirectly by the Reporting Person issuable pursuant to options held by immediate family members of the Reporting Person that are immediately exercisable), which would be 11.7% of the total amount of outstanding Class B Shares as at November 25, 2021, increased by (a) 7,967,302 Class B Shares that would result from the conversion of the Reporting Person’s Class A Shares, (b) 1,090,900 Class B Shares issuable upon the exercise of 5,454,500 options to purchase the equivalent number of Class A Shares that are immediately exercisable, (c) 575,765 Class B Shares issuable upon the exercise of options to purchase an equal number of Class B Shares that are immediately exercisable, (d) 44,000 Class B Shares held indirectly by the Reporting Person by virtue of those shares being held by immediate family members of the Reporting Person, and (e) 22,000 Class B Shares held indirectly by the Reporting Person issuable pursuant to options held by immediate family members of the Reporting Person that are immediately exercisable, and excluding the 8,722,817 Class B shares held by the Company as treasury shares as at November 25, 2021.

If the Reporting Person were to convert all of his Class A Shares into Class B Shares (assuming a conversion ratio of 5 Class A Shares into 1 Class B Share), he would beneficially own 8.0% of the voting power based on the total number of fully paid-in outstanding Class A Shares and Class B Shares as at November 25, 2021, which includes the (i) 7,967,302 Class B Shares that would result from the conversion of the Reporting Person’s Class A Shares, (ii) 1,090,900 Class B Shares issuable upon the exercise of 5,454,500 options to purchase the equivalent number of Class A Shares that are immediately exercisable, (iii) 575,765 Class B Shares issuable upon the exercise of options to purchase an equal number of Class B Shares that are immediately exercisable, (iv) 44,000 Class B Shares held indirectly by the Reporting Person by virtue of those shares being held by immediate family members of the Reporting Person, and (v) 22,000 Class B Shares held indirectly by the Reporting Person issuable pursuant to options held by immediate family members of the Reporting Person that are immediately exercisable, and excludes the 8,722,817 Class B shares held by the Company as treasury shares as at November 25, 2021.

(b) As of the date hereof, the number of Ordinary Shares that are beneficially owned by the Reporting Person as to which there is sole or shared power to vote or direct the vote, and sole or shared power to dispose or direct the disposition.

a. sole power to vote or to direct the vote:

(i) 45,291,013 Class A Shares (5,454,500 of which are in the form of options to purchase Class A Shares); and

(ii) 1,263,388 Class B Shares (all of which are subject to the Securities Lending Agreement and 575,765 of which are in the form of options to purchase Class B Shares)

b. shared power to vote or to direct the vote: 66,000 Class B ordinary shares (22,000 of which are in the form of options to purchase Class B ordinary shares)

c. sole power to dispose or to direct the disposition:

CUSIP No. 97727L200 13D Page 6 of 8 Pages

(i) 45,291,013 Class A Shares (5,454,500 of which are in the form of options to purchase Class A Shares); and

(ii) 1,263,388 Class B Shares (all of which are subject to the Securities Lending Agreement and 575,765 of which are in the form of options to purchase Class B Shares)

d. shared power to dispose or to direct the disposition: 66,000 Class B ordinary shares (22,000 of which are in the form of options to purchase Class B ordinary shares)

(c) Except as set forth in this Schedule 13D, the Reporting Person has not effected any transactions with respect to the Ordinary Shares of the Issuer within the last 60 days.

(d) No person is known to the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities covered by this Schedule13D.

(e) Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in or incorporated by reference in Item 2, 3, 4 and 5 of this Schedule 13D is incorporated by reference into this Item 6.

A copy of the reconfirmation of the Share Exchange Undertaking is attached hereto as Exhibit 7 and incorporated herein by reference thereto in response to this Item 6.

A copy of the Share Exchange Agreement is attached hereto as Exhibit 8 and incorporated herein by reference thereto in response to this Item 6.

A copy of each of the Option Agreements is attached hereto as Exhibit 9 and Exhibit 10 and incorporated herein by reference thereto in response to this Item 6.

A copy of the Amended Stock Option Plan is attached hereto as Exhibit 11 and incorporated herein by reference thereto in response to this Item 6.

CUSIP No. 97727L200 13D Page 7 of 8 Pages

Item 7.  Material to Be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby supplemented as follows:

Exhibit 1: Option Agreement between WISeKey International Holding AG and Carlos Moreira, dated September 27, 2019 (Previously filed)*

Exhibit 2: WISeKey Employee Stock Option Plan, dated September 29, 2016 (filed as Exhibit 4.1 to the Issuer’s Registration Statement on Form 20-F filed November 08, 2019)*

Exhibit 3: Reconfirmation Agreement between WISeKey International Holding AG and Carlos Moreira, dated January 24, 2020 (Previously filed)*

Exhibit 4: Securities Lending Agreement, dated June 17, 2019 between UBS Switzerland AG, as supplemented on August 2, 2019, and as further supplemented with the Side Letter dated March 3, 2020 (previously filed)*

Exhibit 5: Share Exchange Undertaking, dated February 6, 2016, by and among Carlos Moreira, Dourgam Kummer and WISeKey International Holding AG (Previously filed)*

Exhibit 6: Share Exchange Agreement, dated January 21, 2021, by and among Carlos Moreira, Dourgam Kummer and WISeKey International Holding AG (Previously filed)*

Exhibit 7: Reconfirmation Agreement (of the Share Exchange Undertaking), dated November 25, 2021, by and among Carlos Moreira, Philippe Doubre and WISeKey International Holding AG

Exhibit 8: Share Exchange Agreement, dated November 25, 2021, by and among Carlos Moreira, Philippe Doubre and WISeKey International Holding AG

Exhibit 9: Option Agreement between WISeKey International Holding AG and Carlos Moreira, dated November 25, 2021

Exhibit 10: Option Agreement between WISeKey International Holding AG and Carlos Moreira, dated November 25, 2021

Exhibit 11: WISeKey Employee Stock Option Plan, as amended November 24, 2021

*Incorporated by reference

CUSIP No. 97727L200 13D Page 8 of 8 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

/s/ Carlos Moreira

Name: Carlos Moreira

Date: November 29, 2021

EX-7

Reconfirmation Agreement
dated as of November 25, 2021
by and between
Carlos Moreira c/o WISeKey International Holding AG General-Guisan-Strasse 6 6300 Zug, Switzerland	(CM)
WISeKey International Holding AG General-Guisan-Strasse 6 6300 Zug, Switzerland	(the Company)
and
Philippe Doubre	(the Shareholder)
	(CM, the Company and the Shareholder, each a Party and together, the Parties)

2 | 3

Whereas

A. The Shareholder entered on February 6, 2016 into a share exchange undertaking (the Share Exchange Undertaking) with CM and the Company regarding the exchange of 140,339 for registered shares of the Company, nominal value CHF 0.05 each (the Class B Shares) held by the Shareholder for 701,695 registered shares of the Company, nominal value CHF 0.01 each (the Class A Shares) held by CM.

B. All of the Parties, CM, the Company and the Shareholder, are currently not in a possession of the executed copy of the Share Exchange Undertaking.

Now, therefore, the Parties agree as follows:

1. Confirmation

Each of CM, the Company and the Shareholder hereby confirms that it/he is a party to the Share Exchange Undertaking (in effect as of February 6, 2016). To reestablish the terms and conditions of the Share Exchange Undertaking applicable as between the Parties, such terms are herewith restated as set out in Annex 1.

2. Governing Law | Jurisdiction

2.1 Governing Law

This Agreement shall be governed by and construed in accordance with the substantive laws of Switzerland.

2.2 Dispute Resolution

All disputes arising out of, in connection with or relating to this Agreement shall be finally resolved under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with such rules, whereby each Party shall nominate one arbitrator and the two Party-appointed arbitrators shall nominate the chairperson. The place of the arbitration shall be Zurich. The arbitral proceedings shall be conducted in English.

[signatures on the next page]

3 | 3

Carlos Moreira
/s/ Carlos Moreira
WISeKey International Holding
/s/ Peter Ward	/s/ Jean-Philippe Ladisa
Peter Ward Member of the Board of Directors	Jean-Philippe Ladisa Member of the Board of Directors
Philippe Doubre
/s/ Philippe Doubre

Agreed Restatement of the Share Exchange Undertaking
by and between
Carlos Moreira c/o WISeKey International Holding AG General-Guisan-Strasse 6 6300 Zug, Switzerland	(CM)
WISeKey International Holding AG General-Guisan-Strasse 6 6300 Zug, Switzerland	(the Company)
and
Philippe Doubre	(the Shareholder)
	(CM, the Company and the Shareholder, each a Party and together, the Parties)

2 | 3

Whereas

A. CM holds 40,021,988 Class A Shares, par value CHF 0.01 of WISeKey International Holding AG (the Class A Shares), a corporation organized under the laws of Switzerland with its registered office in Zug, Switzerland (the Company).

B. The Shareholder holds 701,695 registered shares, par value CHF 0.01 of WISeKey SA (WK SA Shares), a corporation organized under the laws of Switzerland with its registered office in Geneva, Switzerland (WK SA).

C. The Company intends to offer all shareholders of WK SA the right to exchange all of their WK SA Shares into newly issued shares, par value CHF 0.05 (the Class B Shares), of the Company (the Offer I) at an exchange ratio of 5 (five) WK SA Shares for 1 (one) Class B Share.

D. The Shareholder desires to undertake to accept the Offer I with respect to all his/her/its WK SA Shares.

E. CM desires to offer to the Shareholder, subject to the settlement of the Offer I, the right to exchange 140,339 of Shareholder’s Class B Shares with nominal value CHF 0.05 into Class A Shares at an exchange ratio of one (1) Class B Share for five (5) Class A Shares and Shareholder desires to accept such offer.

Now, therefore, the Parties agree as follows:

1. The Shareholder herewith irrevocably undertakes, vis-à-vis the Company, to unconditionally accept the Offer I with respect to all of his/her/its WK SA Shares.

2. CM herewith irrevocably undertakes to offer to the Shareholder the right to exchange 140,339 of Shareholder’s Class B Shares into Class A Shares at an exchange ratio of one (1) Class B Share for five (5) Class A Shares (the Offer II) and the Shareholder herewith irrevocably undertakes to unconditionally accept the Offer II.

3. (a) The undertakings of CM and the Shareholder under clause 2 of this Agreement are conditional to all conditions of the Offer I being fulfilled or, where so permitted, waived, and the Offer I being settled and (b) the undertaking of CM under clause 2 of this Agreement is conditional to the Shareholder entering into the shareholder agreement between the Company and the Shareholder in the form as attached hereto as Annex 1.

3 | 3

4. This Agreement shall be governed by and construed in accordance with the substantive laws of Switzerland.

5. All disputes arising out of, in connection with or relating to this Agreement shall be finally resolved under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with such rules, whereby each party shall nominate one arbitrator and the two Party-appointed arbitrators shall nominate the chairperson. The place of the arbitration shall be Zurich. The arbitral proceedings shall be conducted in English.

EX-8

Share Exchange Agreement
dated November 25, 2021
by and among
Carlos Moreira	(hereinafter CM)
And
Philippe Doubre	(hereinafter the Exiting Class A Shareholder)
and
WISeKey International Holding Ltd General-Guisan-Strasse 6, 6300 Zug, Switzerland	(hereinafter the Company) (Carlos Moreira, the Exiting Class A Shareholder and the Company each a Party, and together the Parties)

Share Exchange Agreement 2 | 6

Whereas

A. On February 11, 2016, the Company submitted an offer (the Share Exchange Offer) to all holders of registered shares of WISeKey SA, nominal value CHF 0.01 each (the WISeKey SA Shares), to exchange their WISeKey SA Shares for registered shares of the Company, nominal value CHF 0.05 each (the Class B Shares).

B. The Exiting Class A Shareholder has accepted the terms and conditions of the Share Exchange Offer. As a result of such acceptance, the Exiting Class A Shareholder received 140,339 Class B Shares.

C. On February 6, 2016, CM and the Exiting Class A Shareholder executed an undertaking (the Share Exchange Undertaking), pursuant to the terms of which the Exiting Class A Shareholder had the right to exchange his Class B Shares for registered shares of the Company, nominal value CHF 0.01 each (the Class A Shares) held by CM, at an exchange ratio of one Class B Share for five Class A Shares.

D. Concurrently with the execution of the Share Exchange Undertaking, the Company has entered into a shareholder agreement with the Exiting Class A Shareholder (the Shareholder Agreement). According to the terms of the Shareholder Agreement, the transfer of the Class A Shares is restricted, subject to limited exceptions.

E. The Share Exchange Undertaking was settled on or around March 31, 2016.

F. The Exiting Class A Shareholder and all other current holders of Class A Shares, all of which have entered into separate shareholder agreements with the Company, are considered a lock-up or similar group (the Group) within the meaning of article 120 of the Swiss Financial Market Infrastructure Act (the SFMIA) and the regulations promulgated thereunder. Accordingly, the original holders of the Class A Shares have notified the Company and SIX Swiss Exchange Ltd (the SIX) of the formation of a group on March 31, 2016.

G. The Exiting Class A Shareholder desires to exchange his 701,695 Class A Shares for 140,339 Class B Shares, and CM desires to exchange 140,339 Class B Shares for 701,695 Class A Shares, whereby the same exchange ratio shall apply as under the terms of the Share Exchange Undertaking (the Exchange Ratio).

H. The Parties acknowledge that the entry into this share exchange agreement (the Agreement) will trigger disclosure obligations under the SFMIA and applicable regulations.

Now, therefore, the Parties hereby agree as follows:

1. Transfer of Shares

(a) In exchange for the Class B Shares to be transferred by CM in accordance with the terms pursuant to Section 1(b) below, the Exiting Class A Shareholder hereby agrees that he will transfer 701,695 Class A Shares to CM no later than within five SIX trading days of the execution of this Agreement.

Share Exchange Agreement 3 | 6

(b) In exchange for the Class A Shares to be transferred by the Exiting Class A Shareholder to CM in accordance with the terms pursuant to Section 1(a) above, CM hereby agrees that he will transfer 140,339 Class B Shares to the Exiting Class A Shareholder no later than within five SIX trading days of the execution of this Agreement.

(c) If and to the extent that any other acts or documents are necessary or appropriate to effect the transactions contemplated under Section 1(a) and (b), the Parties shall, upon request by the other Party and without undue delay, do any and all acts and sign, execute and deliver any and all documents that are necessary or appropriate to consummate such transactions.

2. Consent by the Company

(a) The Company hereby agrees to waive and hereby waives the transfer restrictions pursuant to section 1.2 of the Shareholder Agreement between the Company and the Exiting Class A Shareholder. This Agreement shall be deemed a written amendment to the Shareholder Agreement with the Exiting Class A Shareholder in accordance with article 3.4 of the Shareholder Agreement.

(b) The Shareholder Agreement between the Company and the Exiting Class A Shareholder shall herewith be agreed to be terminated.

(c) CM and the Company declare that they continue to be bound by the Shareholder Agreement between themselves, dated as of February 6, 2016. It shall further be agreed that CM shall be bound by the terms of such Shareholder Agreement with regard to all Class A Shares that CM holds as of the date hereof, including the Class A Shares acquired from the Exiting Class A Shareholder in accordance with the terms of this Agreement.

3. SIX Disclosure

Within four SIX trading days after the execution of this Agreement, the Parties will take all steps necessary and appropriate to ensure that the changes to the Group are reported to the SIX and the Company in accordance with applicable laws and regulations.

4. General Provisions

4.1 Taxes

All taxes resulting from or relating to the transaction contemplated by this Agreement shall be borne by the Party that is liable for such taxes under applicable law.

Share Exchange Agreement 4 | 6

4.2 Costs and Expenses

Each Party shall each bear his own expenses incurred in connection with this Agreement and the transactions contemplated thereunder, including, without limitation, fees of accountants, counsels or other advisers.

4.3 Notices

All notices or other communications to be given under or in connection with this Agreement shall be made in writing to the following addresses:

if to CM:	Carlos Moreira cmoreira@wisekey.com
if to the Exiting Class A Shareholder:	Philippe Doubre pdoubre@bluewin.ch
If to the Company:	Peter Ward Chief Financial Officer General-Guisan-Strasse 6, 6300 Zug, Switzerland pward@wisekey.com

or such other address as any of the Parties may notify to the other Party in accordance with the above.

4.4 Amendments and Waivers

This Agreement may only be modified or amended by a document, signed by all Parties hereto. Any provision contained in this Agreement may only be waived by a document signed by the Party waiving such provision.

4.5 No Assignment

The Parties shall not assign this Agreement or any rights or obligations hereunder to any third party without prior written consent of the other Parties.

Share Exchange Agreement 5 | 6

4.6 Severability

Should any part or provision of this Agreement be held to be invalid or unenforceable by any competent arbitral tribunal, court, governmental or administrative authority having jurisdiction, the other provisions of this Agreement shall nonetheless remain valid. In this case, the Parties shall endeavor to negotiate a substitute provision that best reflects the economic intentions of the Parties without being unenforceable, and shall execute all agreements and documents required in this connection.

4.7 Execution

(a) This Agreement may be executed in a number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

(b) Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission or e-mail (PDF copy) shall be effective as delivery of a manually executed counterpart of this Agreement. Notwithstanding the foregoing, each Party shall provide the other with a complete set of the original of the executed Agreement.

5. Governing Law and Dispute Resolution

5.1 Governing Law

This Agreement shall be exclusively governed by and construed in accordance with the substantive laws of Switzerland, excluding its conflict of laws principles and excluding the UN Convention on Contracts for the International Sale of Goods.

5.2 Dispute Resolution

All disputes arising out of or in connection with this agreement shall be resolved exclusively by the competent courts of the city of Zurich (Zurich 1).

[signature page on the next page]

Share Exchange Agreement 6 | 6

Executed as of the date written on the first page of this Share Exchange Agreement by and between

Carlos Moreira	Philippe Doubre
/s/ Carlos Moreira	/s/ Philippe Doubre

WISeKey International Holding Ltd
/s/ Peter Ward Peter Ward Chief Financial Officer	/s/ Jean-Philippe Ladisa Jean-Philippe Ladisa Member of the Board of Directors

EX-9

WISEKEY INTERNATIONAL HOLDING LTD STOCK OPTION PLAN

This OPTION AGREEMENT is made on 25 November 2021, by and between WISeKey International Holding Ltd, a Swiss corporation, with its seat in Zug (Zug), Switzerland (the "Company") and Carlos MOREIRA (the "Participant").

In consideration of the mutual covenants and agreements herein contained and pursuant to the Company’s Stock Option Plan dated 1^st January 2012, as amended, (the "Plan"), the Company and the Participant agree as follows:

The Company grants to the Participant the following number of Options according to the terms and conditions contained in the Plan and in this Option Agreement:

Number of Options:	5,454,500
Class of Shares into
which Options are
Exercisable:	Class A Shares
Strike Price:	0.01
Grant Date:	25 November 2021
Vesting Date:	In accordance with Article of the Plan and the table below
Exercise Period:	From the Vesting Start Date until the Option Term as detailed below:

No. of Options	Vesting Date	Option Term
5,454,500	25 November 2021	24 November 2028

The signature of this Option Agreement by the Participant implies his or her express and complete acceptance of the terms set forth in the Plan, in this Option Agreement or in any other document related hereto, including any tax ruling obtained by the Company in connection with the Plan. Furthermore the Participant hereby accepts the powers of the Board of Directors to administer the Plan at its absolute discretion, to complete, interpret and implement the documents herein referred through further documentation to the extent necessary or relevant and to decide on all issues in absolute discretion. The Participant agrees to be bound by the decisions of the Board of Directors.

Page 1 of 2

All notices to the Company shall be delivered to WISeKey International Holding Ltd, General-Guisan-Strasse 6, 6300 Zug, Switzerland, attn Stock Option Plan Administrator, and all notices to the Participant may be given to the Participant personally or may be mailed to the Participant c/o WISeKey International Holding Ltd or at such other address as the Participant may designate by written notice to the Company.

This Option Agreement and any related document shall be governed by the substantive laws of Switzerland.

Any dispute, controversy or claim arising out of or in relation with the Plan including the validity, invalidity, breach or termination thereof, shall be finally decided by three arbitrators in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers of Commerce in force on the date when the notice of arbitration is submitted in accordance with said rules. The seat of the arbitration shall be Geneva, Switzerland. The language of arbitration shall be English.

IN WITNESS THEREOF, the parties have executed this Option Agreement in duplicate as of the time and place first above written.

/s/ Carlos Moreira     /s/ Peter Ward	/s/ Carlos Moreira
WISeKey International Holding SA	Carlos MOREIRA
25.11.2021	25.11.2021
Date	Date

Page 2 of 2

EX-10

WISEKEY INTERNATIONAL HOLDING LTD STOCK OPTION PLAN

This OPTION AGREEMENT is made on 25 November 2021, by and between WISeKey International Holding Ltd, a Swiss corporation, with its seat in Zug (Zug), Switzerland (the "Company") and Carlos MOREIRA (the "Participant").

In consideration of the mutual covenants and agreements herein contained and pursuant to the Company’s Stock Option Plan dated 1^st January 2012, as amended, (the "Plan"), the Company and the Participant agree as follows:

The Company grants to the Participant the following number of Options according to the terms and conditions contained in the Plan and in this Option Agreement:

Number of Options:	575,765
Class of Shares into
which Options are
Exercisable:	Class B Shares
Strike Price:	0.05
Grant Date:	25 November 2021
Vesting Date:	In accordance with Article of the Plan and the table below
Exercise Period:	From the Vesting Start Date until the Option Term as detailed below:

No. of Options	Vesting Date	Option Term
575,765	25 November 2021	24 November 2028

The signature of this Option Agreement by the Participant implies his or her express and complete acceptance of the terms set forth in the Plan, in this Option Agreement or in any other document related hereto, including any tax ruling obtained by the Company in connection with the Plan. Furthermore the Participant hereby accepts the powers of the Board of Directors to administer the Plan at its absolute discretion, to complete, interpret and implement the documents herein referred through further documentation to the extent necessary or relevant and to decide on all issues in absolute discretion. The Participant agrees to be bound by the decisions of the Board of Directors.

Page 1 of 2

All notices to the Company shall be delivered to WISeKey International Holding Ltd, General-Guisan-Strasse 6, 6300 Zug, Switzerland, attn Stock Option Plan Administrator, and all notices to the Participant may be given to the Participant personally or may be mailed to the Participant c/o WISeKey International Holding Ltd or at such other address as the Participant may designate by written notice to the Company.

This Option Agreement and any related document shall be governed by the substantive laws of Switzerland.

Any dispute, controversy or claim arising out of or in relation with the Plan including the validity, invalidity, breach or termination thereof, shall be finally decided by three arbitrators in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers of Commerce in force on the date when the notice of arbitration is submitted in accordance with said rules. The seat of the arbitration shall be Geneva, Switzerland. The language of arbitration shall be English.

IN WITNESS THEREOF, the parties have executed this Option Agreement in duplicate as of the time and place first above written.

/s/ Carlos Moreira     /s/ Peter Ward	/s/ Carlos Moreira
WISeKey International Holding SA	Carlos MOREIRA
25.11.2021	25.11.2021
Date	Date

Page 2 of 2

EX-11

The World Internet Security Company

WISeKey

STOCK OPTION PLAN

Assumed by WISeKey 

International Holding Ltd from

WISeKey SA (version as in effect

since 1 January 2012) with effect

as of 24 March 2016, amended on

13 September 2021 and amended

on 24 November 2021.

TABLE OF CONTENTS

INTRODUCTION	3
THE PLAN	3
A. General Terms and Definitions	3
Article 1 Purpose	3
Article 2 Definitions - Interpretation	3
Article 3 Shares subject to the Plan	5
B. Administration	5
Article 4 Board of Directors	5
C. Grant of Options	6
Article 5 Eligibility and Conditions of Participation	6
Article 6 Procedure	6
Article 7 Option Agreement	6
Article 8 Vesting period	7
Article 9 Exercise Period	7
Article 10 Exercise of Options	7
D. Limitations on transfer	8
Article 11 Transferability of Options and Shares	8
E. Forfeiture of Rights	8
Article 12 Termination of Contractual Relationship/Breaches	8
Article 13 Transfer / Leave of Absence	9
F. General Provisions	9
Article 14 No (Continued) Employment or Contractual Relationship	9
Article 15 Adjustment due to Corporate Events	10
Article 16 Amendment and Termination	10
Article 17 Indemnification	10
Article 18 Taxes Indemnification	11
Article 19 U.S. Securities Law Provisions	11
Article 20 Applicable law and Arbitration	11
Article 21 Effective Date	12

Page 2 of 15 

INTRODUCTION

WISeKey International Holding Ltd is a corporation (société anonyme / Aktiengesellschaft) with its seat in Zug (Zug), Switzerland, and the holding company of the WISeKey group of companies.

THE PLAN

A.       GENERAL TERMS AND DEFINITIONS

Article 1
PURPOSE

1.1 The purpose of the Plan is to provide Employees, Directors and Consultants with an opportunity to obtain Options on Shares, thus providing an increased incentive for these Employees, Directors and Consultants to contribute to the future success and long-term business value of the Group, enhancing the value of the Shares and increasing the ability of the Company and its Subsidiaries to attract and retain individuals of exceptional skills.

1.2 The Plan governs the conditions and modalities of the grant and exercise of such Options.

Article 2

DEFINITIONS - INTERPRETATION

2.1 In the Plan, the following terms shall have the meanings set forth below:

"Articles of Association"	shall mean the articles of association of the Company.
"Board of Directors"	shall mean the board of directors of the Company.
"Change of Control"	shall mean the acquisition by any person or entity, alone or jointly, of more than 50% of the voting rights of the Company.
"Company"	shall mean WISeKey International Holding Ltd.
"Compensation Committee"	shall mean the compensation committee elected by the Company's general meeting of shareholders
"Consultant"	A person providing advisory, consulting or other services to the Company or one of its Subsidiaries. without being an Employee or a Director.
"Director"	shall mean a member of the Board of Directors or of the board of directors (or equivalent corporate body) of a Subsidiary.
"Employee"	shall mean an executive or senior officer or employee of the Company or of a Subsidiary.

Page 3 of 15 

"Exercise Period"	shall mean the period during which Options can be exercised, such period starting on the Vesting Date and ending on the Option Term.
"Grant Date"	shall mean the date on which Options are granted.
"Group"	shall mean the Company and its Subsidiaries.
"Option"	shall mean a right to acquire Shares pursuant to the Plan, in accordance with any Option Agreement and/or as the Board of Directors shall otherwise determine.
"Option Agreement"	shall mean the agreement specifying the terms and conditions at which Options are granted by the Company to a Participant in substantially the form attached as Schedule 1 or in such form as the Board of Directors shall from time to time determine.
"Option Exercise Notice"	shall mean the notice that needs to be given by a Participant when Options are exercised in substantially the form attached as Schedule 2 or any other form determined by the Board of Directors.
"Option Term"	shall mean the term of an Option.
"Options Grant"	shall mean the number of Options granted to a Participant pursuant to an Option Agreement.
"Participant"	shall mean an Employee, a Director or a Consultant to whom Options are granted under the Plan.
"Plan"	shall mean this stock option plan in its present form or as amended from time to time.
"Shareholders"	shall mean the holders of any Shares of the Company.
"Shares"	shall mean ordinary registered shares of the Company of a nominal value of CHF 0.05 each (Class B Shares) or, as the case may be, ordinary registered shares of the Company of a nominal value of CHF 0.01 each (Class A Shares).
"Stock Option Plan
Administrator"	shall mean the person or entity appointed by the Board of Directors responsible for giving, receiving and executing notices under the Plan, including, but not limited to, Option Exercise Notices.
"Strike Price"	shall mean the price at which Shares may be purchased by exercising Options.
"Subsidiary"	shall mean a subsidiary of the Company.
"U.S. Securities Act"	shall have the meaning set out in Article 19.

Page 4 of 15 

"Vested Option"	shall mean an Option that has vested in accordance with the rules set forth under the Plan.
"Vesting Date"	shall mean the date upon which an Option vests in accordance with the rules set forth under the Plan.

2.2 References to any statutory provision are to that provision as amended or re-enacted from time to time and, unless the context otherwise requires, words and expressions denoting the singular shall include the plural (and vice versa) and words and expressions denoting the masculine shall include the feminine (and vice versa).

2.3 The Plan is valid for the Participants in its entirety only. No statement made in any part of the Plan shall be construed without reference to the Plan as a whole.

Article 3

SHARES SUBJECT TO THE PLAN

Shares shall be made available from the Company's existing conditional share capital, any future conditional share capital as approved by the Shareholders or from shares held in treasury by the Company or any of its subsidiaries.

B. ADMINISTRATION

Article 4

BOARD OF DIRECTORS

4.1 Unless otherwise provided in the Plan, the Board of Directors administers the Plan and has full power to construe and interpret the Plan, establish and amend rules and regulations for the administration of the Plan, and perform all other actions relating to the Plan, including the delegation of administrative responsibilities. The Board of Directors may in particular delegate the administration of the Plan to the Compensation Committee or any other duly authorized committee of the Board of Directors, in which case references to the Board of Directors in the Plan shall be construed as referring to the Compensation Committee or to the relevant committee of the Board of Directors respectively. The Board of Directors may also appoint a Stock Option Plan Administrator who shall be responsible for giving, receiving and executing the notices set forth in the Plan.

4.2 All resolutions taken by the Board of Directors pursuant to the provisions of the Plan and related orders or resolutions of the Board of Directors shall be final, conclusive and binding on all persons, including the Company, the Shareholders, the Participants, the Directors, the Employees and the Consultants.

4.3 A member of the Board of Directors shall not vote on any decision regarding any Options granted or to be granted to him or her.

4.4 The costs of introducing and administrating the Plan shall be borne by the Company.

Page 5 of 15 

C.       GRANT OF OPTIONS

Article 5

ELIGIBILITY AND CONDITIONS OF PARTICIPATION

5.1 Employees, Directors and Consultants are eligible to be granted Options under the Plan.

5.2 The Board of Directors shall, at its absolute discretion, select from Employees, Directors and Consultants those eligible to be granted Options, and determine the Options Grant, the class of Shares into which the Options are exercisable (i.e., Class A Shares or Class B Shares), the Strike Price, the Grant Date and any other conditions and/or constraints related to the Options.

5.3 Options shall be granted to the Participants free of charge; all individual taxes, such as income taxes, and the Participants part, if any, of any social security contributions, shall be borne by the Participant.

5.4 Neither the establishment of the Plan, nor the granting of Options nor any action of the Company or of the Board of Directors shall be held or construed to confer upon any Employee, Director or Consultant any legal right to further receive Options. Participation to the Plan in any given year gives no right to participate in any subsequent year.

Article 6
PROCEDURE

6.1 The Board of Directors may adopt any procedures as it thinks fit for the granting of Options.

6.2 The Board of Directors may, among others: (i) require a Participant to make such declarations or take such other action as may be required for the purpose of any securities, exchange control, taxation or other laws, regulations (including stock exchange regulations) or practice that may be applicable to the Company, any of its Subsidiaries and/or the Participant at any time under the Plan; (ii) determine that any Option under the Plan shall be subject to additional and/or modified terms and conditions with respect to the granting and terms of exercise as may be necessary to comply with or take account of any securities, exchange control, taxation or other laws, regulations (including stock exchange regulations) or practice that may have application to the relevant Participant; or (iii) adopt any supplemental rules or procedures governing the grant or exercise of Options as may be required for the purpose of any securities, exchange control, taxation or other laws or regulations (including stock exchange regulations) that may be applicable to the Company or a Participant.

Article 7

OPTION AGREEMENT

7.1 The granting of Options under the Plan and the terms thereof shall be subject to the execution of an Option Agreement.

Page 6 of 15 

7.2 Each Option shall entitle the Participant to purchase one Share (Class A Share or Class B Share, as applicable) at the Strike Price subject to the conditions specified in the Option Agreement and this Plan.

7.3 The Option Agreement shall include details of the Options Grant, the class of Shares into which the Options are exercisable (i.e., Class A Shares or Class B Shares) the Strike Price, the Grant Date and any other conditions.

Article 8

VESTING PERIOD

8.1 Subject in particular to the limitations which may be determined from time to time by the Board of Directors, an Options Grant shall vest gradually on a straight line basis over a period of three years from the Grant Date until exhaustion of such Options Grant, provided however that the Participant may not exercise any Options of such Options Grant during the first year starting from the Grant Date where the Grant Date falls within the first year of employment or contractual relationship of the Participant with the Company or any of its Subsidiaries.

8.2 As an exception to the normal vesting set out in Article 8.1, the Board of Directors may set a shorter vesting period for any relevant Participant.

8.3 Notwithstanding the above, in the event of a Change of Control, all Options held by the Participants shall vest immediately.

Article 9

EXERCISE PERIOD

9.1 Without prejudice to Article 8.3, Vested Options may be exercised at any time within the Exercise Period subject to limitations of applicable securities laws and regulations and subject to the limitations which may be determined by the Board of Directors from time to time.

9.2 Subject to Article 12, the Option Term shall be the seventh anniversary of the Grant Date of such Option.

9.3 After the Option Term, all unexercised Options shall expire without value.

Article 10

EXERCISE OF OPTIONS

10.1 During the Exercise Period and subject to the provisions of the Plan, notably Article 12, and of any Option Agreement, the Participant may exercise Vested Options in whole or in part, and at one or more times.

10.2 The exercising Participant shall receive within five business days after receipt by the Company or the person acting on its behalf of an Option Exercise Notice, the number of Shares for which Options are exercised.

10.3 The Company shall not deliver any Shares until full payment of the Strike Price by the Participant.

Page 7 of 15 

D.LIMITATIONS ON TRANSFER

Article 11

TRANSFERABILITY OF OPTIONS AND SHARES

11.1 Except in accordance with applicable inheritance or matrimonial property law, the Options may not be sold, encumbered, assigned or otherwise transferred.

11.2 Any purported sale, assignment or transfer of Options in violation of this Article 11 shall be null and void.

11.3 Shares purchased upon exercise of Options may be subject to sales restrictions according to applicable securities laws and regulations and according to the limitations which may be determined by the Board of Directors from time to time.

E.FORFEITURE OF RIGHTS

Article 12

TERMINATION OF CONTRACTUAL RELATIONSHIP/BREACHES

12.1 Unless otherwise agreed upon by the Board of Directors and the Participant:

- Upon termination of the employment or contractual relationship between the Company or any of the Subsidiaries and the Participant by the Company or any of its Subsidiaries for cause (e.g., in the case of employment, according to Article 337 of the Swiss Code of Obligations or similar grounds) or upon termination by the Participant at an improper time or without good reason; or

- Upon breach by the Participant of any material obligations set out in any agreement dealing with the Participant's contractual relationship with the Company or any of its Subsidiaries, as entered into or amended from time to time, and/or any provisions of applicable laws and regulations as a consequence of which the Company may not be expected in good faith to continue the existing contractual relationship with the Participant,

all Options (including, for the avoidance of doubt, Vested Options) held by the Participant shall be immediately forfeited without value.

12.2 Upon termination of the employment or contractual relationship between the Company or any of its Subsidiaries and the Participant as a result of a Participant's disability, all Options that are not Vested Options held by such Participant shall be immediately forfeited without value, while Vested Options may be exercised by the Participant pursuant to the Plan during a period of six months after the end of the employment or contractual relationship, after which they shall be forfeited without value. For the purpose of this provision, "disability" means the inability to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment which constitutes a permanent and total disability; the determination whether a Participant has suffered a disability shall be made by the Board of Directors or Compensation Committee, as the case may be, based upon such evidence as it deems necessary and appropriate.

Page 8 of 15 

12.3 Upon the death of a Participant, all Options that are not Vested Options held by such Participant shall be immediately forfeited without value, while Vested Options may be exercised by the Participant's estate, or by the person(s) who acquired the right to exercise the Option(s) by bequest or inheritance or otherwise by applicable inheritance laws, pursuant to the Plan during the Exercise Period until the end of the Option Term.

12.4 Upon termination of the employment or contractual relationship between the Company or any of its Subsidiaries and the Participant by the Company or any of its Subsidiaries or by a Participant for any reason other than as aforesaid, all Options that are not Vested Options held by the Participant shall be immediately forfeited without value, while Vested Options may be exercised by the Participant pursuant to the Plan during a period of thirty days after the end of the employment or contractual relationship, after which they shall be forfeited without value.

Article 13

TRANSFER / LEAVE OF ABSENCE

13.1 A transfer of an Employee between the Company and a Subsidiary or a leave of absence, duly authorized in writing by the Company, for military service, sickness, pregnancy, confinement or for any other purpose approved by the Board of Directors, provided that the Employee’s right to reemployment is guaranteed either by a statute or by contract, shall not be deemed a termination of employment.

13.2 If employment is terminated prior to the reemployment of the Employee, the provisions of Article 12 shall be applicable.

F.       GENERAL PROVISIONS

Article 14

NO (CONTINUED) EMPLOYMENT OR CONTRACTUAL RELATIONSHIP

14.1 Neither the establishment of the Plan, nor the granting of Options, nor any action of the Company, the Board of Directors, the Stock Option Plan Administrator or a Subsidiary shall be held or construed to confer upon any Participant any legal right to continue to be employed by the Company or any of its Subsidiaries or to remain in a contractual relationship with said, each of which expressly reserves the right to discharge any Employee, Director or Consultant whenever the interest of any such company in its sole discretion may so require without liability to such company or to the Board of Directors, except as to any rights which may be expressly conferred upon such Participant under the Plan.

Page 9 of 15 

14.2 The mere fact of participating in the Plan shall in no circumstances whatsoever be construed as an employment agreement, or any similar agreement, between the Participant and the Company.

Article 15

ADJUSTMENT DUE TO CORPORATE EVENTS

The number of Options, the Strike Price or any of them shall be subject to adjustment by the Company to reflect any split or combination of the Shares, and such readjustment shall be final and binding.

Article 16

AMENDMENT AND TERMINATION

16.1 The Board of Directors may amend, suspend or discontinue the Plan at any time.

16.2 The Options granted under the Plan shall be subject to such further rules and regulations as the Company may adopt with respect to its equity incentive plans from time to time, and each Participant agrees to enter into such further documents, as the Company may require. The Company may also require the Participant to enter into such further documents with respect to the holding and transfer of any Shares subject to the Options described herein as may be necessary or appropriate at the sole discretion of the Company to ensure compliance with applicable laws and regulations with respect to such holding and transfer.

16.3 Amendment, suspension or discontinuity of the Plan shall be communicated by the Board of Directors to all Participants.

Article 17

INDEMNIFICATION

In addition to other rights of indemnification available to them, the members of the Board of Directors shall, to the greatest extent permissible under applicable law, be indemnified by the Company against all costs and expenses reasonably incurred by them in connection with any action, suit or proceeding to which they or any of them may be party by reason of any action taken or failure to act under or in connection with the Plan or any Options granted under the Plan, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except a judgment based upon the finding of intentional or grossly negligent misconduct, provided that upon the institution of any such action, suit or proceeding, members of the Board of Directors shall, in writing, give the Company notice thereof and an opportunity, at its own expense, to handle and defend the same before such member of the Board of Directors undertakes to handle and defend it on such member’s own behalf.

Page 10 of 15 

Article 18

TAXES INDEMNIFICATION

18.1 The Participant shall indemnify the Company against any tax, including employment and social security taxes, arising in respect of the granting or the exercise of Options which is a liability of the Participant but for which the Company is required to account under the laws of any relevant territory.

18.2 The Company may recover the tax from the Participant in such manner as the Board of Directors thinks fit including, but not limited to: (i) withholding portion of the Options and selling the same; (ii) deducting the necessary amount from the Participant's remuneration; or (iii) requiring the Participant to account directly to the Company for such tax.

Article 19

U.S. SECURITIES LAW PROVISIONS

The Shares to be received upon exercise of the Options have not been, and will not be, registered under the U.S. Securities Act of 1993 (the "U.S. Securities Act") or the laws of any state of the United States and may not be offered or sold within the United States. Accordingly, Options are being granted to Participants resident in the United States only pursuant to exemptions from registration under the U.S. Securities Act. As a result, certain Participants resident in the United States may be required to make representations to the Company at the time of grant and at the time of exercise of their Options to ensure compliance with the U.S. Securities Act. In addition, the Shares to be received upon exercise of the Options may constitute “restricted securities” under the U.S. Securities Act and may not be pledged, reoffered or resold in the United States or to, or for the account or benefit of U.S. persons except in transactions exempts from, or not subject to, the registration requirements of the U.S. Securities Act. Neither the US Securities and Exchange Commission nor any state securities commission in the United States has approved or disapproved this Plan or determined if this Plan is truthful or complete.

Article 20

APPLICABLE LAW AND ARBITRATION

20.1 The Plan and any related document shall be governed by and construed in accordance with the substantive laws of Switzerland.

20.2 Any dispute, controversy or claim arising out of or in relation with the Plan including the validity, invalidity, breach or termination thereof, shall be finally decided by three arbitrators in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers of Commerce in force on the date when the notice of arbitration is submitted in accordance with said rules. The seat of the arbitration shall be Geneva, Switzerland. The language of arbitration shall be English.

20.3 The acceptance of any Option or any related right implies the consent to the choice of law and jurisdiction set in this Article 20.

20.4 By executing an Option Agreement, the Participant expressly acknowledges and accepts the terms and conditions of the Plan and all its related documents, as well as the powers of the Board of Directors to complete, interpret and implement it through further documents which it may from time to time determine necessary or relevant.

Page 11 of 15 

Article 21

EFFECTIVE DATE

This Plan has first become effective on January 1, 2012 and has last been amended on November 24, 2021.

IN WITNESS THEREOF, the parties have read and agreed on the Employee Stock Option Plan in duplicate as of the time and place first above written.

______________________________	______________________________
WISeKey International Holding Ltd	Participant
Date: __________________	Date: __________________

Page 12 of 15 

SCHEDULE 1

FORM OF OPTION AGREEMENT

WISEKEY INTERNATIONAL HOLDING LTD STOCK OPTION PLAN

This OPTION AGREEMENT is made on [date], by and between WISeKey International Holding Ltd, a Swiss corporation, with its seat in Zug (Zug), Switzerland (the "Company") and [name] (the "Participant").

In consideration of the mutual covenants and agreements herein contained and pursuant to the Company’s Stock Option Plan dated January 1, 2012, as amended, (the "Plan"), the Company and the Participant agree as follows:

The Company grants to the Participant the following number of Options according to the terms and conditions contained in the Plan and in this Option Agreement:

Number of Options:	[number]
Class of Shares into
which Options are
Exercisable:	[Class A Shares][Class B Shares]
Strike Price:	[strike price]
Grant Date:	[grant date]
Vesting Date:	In accordance with Article [8] of the Plan and the table below
Exercise Period:	From the Vesting Start Date until the Option Term as detailed below:

No. of Options Vesting Date / Exercise Start Date Option Term

The signature of this Option Agreement by the Participant implies his or her express and complete acceptance of the terms set forth in the Plan, in this Option Agreement or in any other document related hereto, including any tax ruling obtained by the Company in connection with the Plan. Furthermore the Participant hereby accepts the powers of the Board of Directors to administer the Plan at its absolute discretion, to complete, interpret and implement the documents herein referred through further documentation to the extent necessary or relevant and to decide on all issues in absolute discretion. The Participant agrees to be bound by the decisions of the Board of Directors.

Page 13 of 15 

All notices to the Company shall be delivered to WISeKey International Holding Ltd, General-Guisan-Strasse 6, 6300 Zug, Switzerland, attn Stock Option Plan Administrator, and all notices to the Participant may be given to the Participant personally or may be mailed to the Participant c/o WISeKey International Holding Ltd or at such other address as the Participant may designate by written notice to the Company.

This Option Agreement and any related document shall be governed by the substantive laws of Switzerland.

Any dispute, controversy or claim arising out of or in relation with the Plan including the validity, invalidity, breach or termination thereof, shall be finally decided by three arbitrators in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers of Commerce in force on the date when the notice of arbitration is submitted in accordance with said rules. The seat of the arbitration shall be Geneva, Switzerland. The language of arbitration shall be English.

IN WITNESS THEREOF, the parties have executed this Option Agreement in duplicate as of the time and place first above written.

_________________________________	_________________________________
WISeKey International Holding SA	Participant
_________________________________	_________________________________
Date	Date

Page 14 of 15 

SCHEDULE II

FORM OF OPTION EXERCISE NOTICE

WISEKEY INTERNATIONAL HOLDING LTD STOCK OPTION PLAN

__________________________

[date of notice]

Stock Option Plan Administrator
WISeKey International Holding Ltd

FAO: Peter Ward, CFO

exercise_notice@wisekey.com

Reference: [Name of Participant]: Stock Option Plan.

Capitalized terms shall have the meaning set forth in the WISeKey International Ltd Stock Option Plan dated as of January 1, 2012, as amended.

I hereby refer to the conditional share capital of the Company pursuant to article 4b para. 1(b) of the Articles of Association of the Company and hereby exercise my Option(s) according to and under the terms and conditions of the WISeKey International Ltd Stock Option Plan dated January 1, 2012, as amended, (the "Plan") and the Option Agreement dated [date], as follows:

Grant Date of the Options:	___________________;
Strike Price:	___________________;
Number of Options exercised:	___________________.

Such Options represent my right to purchase and receive from the Company and the obligation of the Company to issue to me a number of _________________ registered shares, [par value CHF 0.05 each ("Class B Shares")][par value CHF 0.01 each ("Class A Shares")] at the above mentioned issue price.

I declare that the issue price of CHF ________________ per [Class B Share][Class A Share] (i.e., a total issue price of CHF ________________ for the [Class B Shares][Class A Shares] to be issued to me) will be paid by me to the following bank account of the Company: ZKB, IBAN CH50 0070 0110 0060 2632 1.

The newly issued Shares shall be delivered to:

Name of account holder:	________________________________________
Receiving Bank name:	________________________________________
Account number:	________________________________________
Name of contact at the receiving bank:	________________________________________
Email of contact at the receiving bank	________________________________________
Telephone of contact at the receiving bank	________________________________________

___________________________

[Participant Name]

Page 15 of 15