SHARE SALE AND PURCHASE AGREEMENT

Between

DOLIAM SAS

JEAN-LUC TRIOULEYRE

LUCILLE ENGELS

(Sellers)

And

SEAL SQ CORP

(Buyer)

DATED May 26, 2025

TABLE OF CONTENTS

THIS AGREEMENT IS ENTERED INTO BY AND BETWEEN:

(the Parties listed under (1) to (2) are together referred to as the “Managers” and individually, a “Manager”, acting severally but not jointly (conjointement mais pas solidairement)

(the Parties listed under (1) to (3) are together hereinafter referred to as the “Sellers” and individually, a “Seller”, acting severally but not jointly (conjointement mais pas solidairement)

AND

The Sellers and the Buyer are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

WHEREAS:

NOW, THEREFORE THE PARTIES AGREE AS FOLLOWS:

In this Agreement (including its Recitals, Appendices and Schedules), the following terms shall have the respective meanings ascribed to them below:

“Accounting Principles” means the accounting principles applicable in France (Reglement de l’ANC 2016-07 relatif au Plan Comptable General), as consistently applied by the Company over all applicable periods;

“Affiliate” means in relation to any person, any other person that, directly or indirectly, controls or is controlled by or is under the same control as such person, and the term “control” shall have the same meaning as in article L. 233-3 of the French Commercial Code;

“Agreed Rate” means a rate of 5% per annum, accrued from day to day and determined pro rata temporis on the basis of a year of 365 days;

“Agreement” means this agreement, including its Recitals, Appendices and Schedules;

“Anti-Corruption Laws” means (i) any French legal and regulatory provisions relating to fight against money laundering, including but not limited to those set forth in Book III, Title II “Des autres atteintes aux biens” of the French Criminal code (Code pénal), and those relating to fight against financing of terrorism in particular those included in Book IV, Title II “Du Terrorisme” of the French Criminal code and those included in Book V, Title VI “Obligations relatives à la lutte contre le blanchiment des capitaux, le financement des activités terroristes, les loteries, jeux et paris prohibés et l’évasion et la fraude fiscales” of the French Financial and Monetary code (Code monétaire et financier) and (ii) the foreign regulations relating to fight against money laundering and financing of terrorism, to the extent these measures are applicable, including without limitation the United States Foreign Corrupt Practices Act of 1977, as amended;

“Beneficiaries” has the meaning ascribed to it in Article 11.9;

“Business” has the meaning ascribed to it in paragraph (C) of the Recitals;

“Business Day” means a day (other than a Saturday or a Sunday) on which banks are open for general banking business in France and Switzerland; “Business Representation” means any representation or warranty set forth in Appendix 1 other than the Fundamental Representations;

“Claim” has the meaning ascribed to it in Article 8.2.1(a);

“Claim Notice” has the meaning ascribed to it in Article 8.2.1(a);

“Claiming Party” has the meaning ascribed to it in Article 8.2.1(a);

“Closing” means the completion of the sale and purchase of the Shares in accordance with Article 6;

“Closing Date” has the meaning ascribed to it in Article 6.1;

“Purchase Price” has the meaning ascribed to it in Article 3.1;

“Collective Agreements” has the meaning ascribed to it in section 18.3 of Appendix 1;

“Company” has the meaning ascribed to it in paragraph (A) of the Recitals;

“Company IP” has the meaning ascribed to it in section 12.1.1 of Appendix 1;

“Compensatory Amount” has the meaning ascribed to it in Article 3.3.1;

“Confidential Information” has the meaning ascribed to it in Article 9.2;

“Damages” has the meaning ascribed to it in Article 8.1.1;

“Data Room” has the meaning ascribed to it in paragraph (E) of the Recitals;

“Defaulting Seller(s)” has the meaning ascribed to it in Article 3.3.1;

“Deliver” means providing a copy of any item (i) directly to a Representative of the Buyer, or (ii) through the Data Room;

“Disclosing Party” has the meaning ascribed to it in Article 9.2;

“Disclosure” means any fact, matter, event or circumstance disclosed in a Schedule;

“Earn-Out Payment” has the meaning ascribed to it in Article 3.4.1;

“Earn-Out Notice” has the meaning ascribed to it in Article 3.4.2;

“Employee” means any salaried employee of the Company;

“Employee Plan” has the meaning ascribed to it in section 18.4 of Appendix 1;

“Encumbrances” means any pledge, lien (privilège), or other security interest, charge, condition, equitable interest, claim, usufruit, indivision or other community property interest, as well as any délégation, subrogation, agreement, option, undertaking, guarantee, prior approval, right of first offer, right of pre-emption or any other right, or other obligation, claim, restriction or limitation of any nature whatsoever, and, if applicable, any mortgage, easement (servitude) or similar encumbrance; “Environmental Law(s)” means any Laws that regulate pollution, the protection of human health and safety or the environment, exposure of any individual to Hazardous Materials, or that regulate the handling, use, manufacturing, processing, storage, treatment, transportation, discharge, release, emission, disposal, reuse or recycling of Hazardous Materials;

“Expert” shall mean RSM France or, if this firm is unable or unwilling to accomplish the mission described in Article 3.3.3 below, any firm of accountants of international reputation appointed by the President of the Tribunal de Commerce in Paris seized by either Party to nominate such expert, it being provided that such appointment procedure shall be repeated as long as and until an expert has accepted to accomplish the mission described in Article 3.3.3 below;

“Financial Statements” has the meaning ascribed to it in section 3.1 of Appendix 1;

“2025 Financial Statements” has the meaning ascribed to it in Article 3.4.1;

“Fundamental Representation” means any representation or warranty of the Sellers set forth in sections 2 (Shareholding, Transfer of the Shares and Investments), and 21 (General) of Appendix 1;

“Gifted Shares” has the meaning ascribed to it in Article 11.9;

“Governmental Authority” means any international, multinational or transnational public organization or any national, state, municipal or local governmental, judicial, arbitral, legislative, administrative or other person, authority, ministry, department, agency, instrumentality, office, organization or stock exchange having jurisdiction over the Buyer, the Seller, the Company or their respective properties or assets;

“Hazardous Materials” means any material, chemical or substance, in any form, that is regulated by or forms the basis of liability under an applicable Environmental Law, or that is designated or listed under an applicable Environmental Law as “hazardous”, “extremely hazardous”, “restricted”, “toxic”, a “medical waste”, a “biomedical waste”, a “pollutant” or “contaminant”;

“ICC” means the International Chamber of Commerce;

“Indebtedness” means (without duplication), as to any person: (i) all indebtedness of such person for borrowed money; (ii) all obligations under capitalized leases with respect to which such person is liable; (iii) all obligations of such person evidenced by bonds, notes or similar instruments; (iv) all obligations in respect of interest rate and currency swaps, protection agreements, hedging, cap or collar agreements or similar arrangements; (v) all reimbursement obligations of such person under outstanding letters of credit; (vi) all obligations of such person for the deferred purchase price of property or services including pursuant to any earn-out or similar obligation (other than current trade liabilities incurred in the Ordinary Course and payable in accordance with customary practices and not more than thirty (30) days past due); (vii) all obligations of such person under conditional sale or other title retention agreements relating to any assets and properties purchased by such person; (viii) all deferred revenue recorded or required to be recorded on the balance sheet of such person; (ix) any obligation that would be required to be reflected as debt on the balance sheet of such person; and (x) all guarantees granted by such person of any of the foregoing; “Indemnification Date” has the meaning ascribed to it in Article 8.3.1;

“Indemnifying Party” has the meaning ascribed to it in Article 8.2.1(a);

“IT Assets” has the meaning ascribed to it in section 13.1 of Appendix 1;

“Intellectual Property” means any and all intellectual property and proprietary rights of any kind or nature, whether protected, created or arising under any Law, including all: (a) Patents; (b) Know-How; (c) trademarks, service marks, trade names, service names, trade dress rights and logos (“Trademarks”); (d) domain names, URLs, social media tags, handles and other identifiers (and all accounts and account information relating thereto); (e) copyrights (including in any Software) and all registrations and applications for, and, mask works and rights in works of authorship (including rights in any promotional, marketing, web and social media content and scientific, technical and clinical trial materials); (f) registered designs; (g) rights in databases, compilations of data and data, and all aggregated data; (h) moral rights, rights of publicity and other rights to use or exploit the name, image and likeness of any individual; (i) customer and supplier lists, cost and anticipated pricing information, and business and marketing plans, in any form whether or not specifically listed herein, all rights to limit the use or disclosure of any of the foregoing, and all embodiments of, and all documentation relating to, any of the foregoing; (j) rights in software (including both object codes and source codes), technology platforms and application programming interfaces (“Software”); (k) all corresponding recordings, licenses or similar agreements relating to any of the foregoing; and (l) rights to bring an action for infringement, dilution, misappropriation or other impairment or violation of rights and to receive damagess, proceeds or any other legal or equitable protections and remedies with respect to any of the foregoing;

“Know-How” means any inventions, discoveries, concepts, ideas, improvements, trade secrets, technology, proprietary methods, processes, processing methods, and techniques, whether or not patentable or patent-eligible, including physical, chemical, biological, toxicological, pharmacological, and clinical data, dosage regimens, assays, quality control and testing procedures, product specifications, manufacturing techniques, algorithms, designs, design rights, schematics, work-flow diagrams, work product, technology, technical data, and know-how, all rights to limit the use or disclosure of any of the foregoing, all documentation relating to any of the foregoing, and all similar rights of any type under Law, in each case whether or not confidential or proprietary, and in any form whether or not specifically listed herein;

“Law(s)” means any European Union, federal, national, regional or local law, statute, regulation, directive, rule, order, ordinance, decree, injunction or other legally binding obligation imposed by a Governmental Authority;

“Leakage” means, with respect to the period commencing on January 1, 2025 (included) and ending on the Closing Date (included):

with the exception of the Permitted Leakages;

“Leased Agreements” has the meaning ascribed to it in section 9.2.1 of Appendix 1;

“Leased Properties” has the meaning ascribed to it in section 9.2.1 of Appendix 1;

“Licensed IP” has the meaning ascribed to it in section 12.1.1 of Appendix 1;

“Long Stop Date” means the date that is six (6) months following the date hereof, it being agreed that the Buyer may extend the Long Stop Date by an additional 2-month period if necessary for purposes of satisfying the conditions set forth in Article 4.1.2;

“Material Adverse Change” means any event, change, circumstance, effect, development or state of facts that, individually or in the aggregate with other events, changes, circumstances, effects, developments or states of facts, gives rise, or would reasonably be expected to give rise to a material adverse change to (a) the condition (financial or otherwise), business, results of operations, assets and liabilities of the Company, or (b) the ability of the Sellers to consummate the Transaction, provided, however, that any adverse change attributable to any of the following shall not be deemed to constitute, and the following shall not be taken into account in determining whether there has been or will be a Material Adverse Change: (i) conditions affecting the industry, financial markets or securities markets in, or the economy as a whole of France or any other jurisdiction in which the Company operates or conducts business; (ii) the public announcement of this Agreement; (iii) changes in Law or Accounting Principles (or, in each case, any interpretation thereof); (iv) earthquakes, pandemics, hostilities, acts of war, sabotage, terrorism or military actions or any escalation or material worsening of any of the foregoing; (v) the taking of any action expressly required by this Agreement; or (vi) any failure in and of itself (as distinguished from any event, change, circumstance, effect, development or state of facts giving rise to or contributing to such failure, which, for clarity, shall be taken into account) by the Company to meet any projections or forecasts for any period;

except to the extent the conditions set forth in items (i), (iii) and (iv) above disproportionately affect the Company relative to similarly situated industry participants;

“Material Contracts” has the meaning ascribed to it in section 5.1 of Appendix 1;

“Notice” has the meaning ascribed to it in Article 11.1.1;

“Order” means any judgment, decision, decree, direction, instruction, notice, award, injunction, ruling or order of any federal, national, supranational, state, provincial, local or other domestic or foreign court or Governmental Authority that is binding on any person or its property or assets;

“Ordinary Course” means the regular and usual course of business of the Company consistent with past practice;

“Owned IP” has the meaning ascribed to it in section 12.1.1 of Appendix 1;

“Party” means a Party to this Agreement, as described in the Parties description preceding the Recitals;

“Patents” means patents (including utility patents, design patents, industrial designs, utility models, and certificates of invention), patent applications whether published or unpublished, filed or unfiled (including invention disclosures), and whether provisional or non-provisional (including additions, national, regional and international applications, original applications, continuations, continuations-in-part, divisionals, continued prosecution applications, re-issues, re-exams, and supplemental examination applications), registrations and applications for the same, term extensions, restorations and the like (including patent term extensions and supplementary protection certificates) and applications for the same, and all renewals, substitutions and confirmations of any of the foregoing; “Permitted Leakage” means (i) any payment in respect of directors’ fees and expenses to directors of the Company in the ordinary course of their duties and in accordance with past practices (excluding for the avoidance of doubt, any transaction, exit or retention bonus in connection with the Transaction) and (ii) any payment by the Company to a Seller Related Person in accordance with existing agreements between the relevant Group Company and such Seller Related Person as listed in Appendix 2, or in accordance with this Agreement;

“Personal Data” means any information relating to an identified or identifiable natural person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;

“Public Official” means (i) any holder of legislative, executive, administrative or judicial office (in a country or state or any subdivision thereof), appointed or elected, serving on a permanent basis or otherwise, paid or unpaid, regardless of rank; (ii) any other person exercising a public function, including for a public agency or enterprise, or providing a public service; and (iii) any other person defined as a public official under applicable laws;

“Purchase Price” has the meaning ascribed to it in Article 3.1;

“Recitals” means recitals of this Agreement;

“Representative” means, as to any Party, such Party’s Affiliates and its and their respective directors, officers, employees, agents and advisors (including, without limitation, financial advisors, legal counsels and accountants);

“Rules” has the meaning ascribed to it in Article 12.2.2;

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the United States (including, without limitation, the Office of Foreign Assets Control of the US Department of the Treasury, or any successor thereto), the United Nations Security Council, Her Majesty’s Treasury of the United Kingdom, the European Union, any European Union member state or other relevant sanctions authority;

“SealSQ Shares” has the meaning ascribed to it in Article 3.2.1(b);

“Sellers’ Disagreement Notice” has the meaning ascribed to it in Article 3.3.3(a);

“Shares” has the meaning ascribed to it in paragraph (B) of the Recitals;

“Software” has the meaning ascribed to it in the definition of Intellectual Property above;

“Tangible Assets” has the meaning ascribed to it in section 11.1.1 of Appendix 1;

“Target” has the meaning ascribed to it in Article 3.4.1; “Tax(es)” means (i) all taxes and duties and similar governmental, statutory, state, federal, provincial, local government or municipal charges, assessments, levies, imposts, contributions, social security premiums or national insurance contributions, rates or withholdings (including net income, gross income, gross receipts, capital gains, alternative minimum, base erosion alternative, value added, gross receipts, goods and services, sales, use, ad valorem, transfer, franchise, profits, license, lease, commercial rent, service, service use, withholding, payroll, employment, unemployment, workers’ compensation, disability, excise, severance, environmental, stamp, financial transaction, conveyance, documentary, occupation, premium, property (real, personal, tangible or intangible), unclaimed property, escheat, windfall profits, customs, duties or other actual or estimated taxes), and the clawback or other recovery of any credit or other amount previously paid by a Tax Governmental Authority, imposed by any jurisdiction under applicable Law, together with any interest, fines, penalties, surcharges and charges incidental or relating to the imposing of any of such Taxes, and any additions to tax or additional amounts with respect thereto; (ii) any obligation to repay unlawful European Union state aid if a certain treatment, benefit, refund, rebate or other advantage or beneficial treatment in relation to any item within the meaning of (i) is considered as unlawful European Union state aid; and (iii) any penalty imposed for the failure to file, to properly file, or to timely file any Tax return; the terms “Taxable” and “Taxation” shall be construed accordingly;

“Tax Governmental Authority” means any revenue, customs or fiscal Governmental Authority authorized or empowered to impose, administer or collect Taxes;

“Third Party” means any person other than the Parties and the Company, unless otherwise expressly provided herein;

“Third Party Claim” has the meaning ascribed to it in Article 8.2.1(c);

“Trademarks” has the meaning ascribed to it in the definition of Intellectual Property above; and

“Transaction” has the meaning ascribed to it in paragraph (D) of the Recitals;

“VAT” means value added tax.

In this Agreement, except where the context otherwise requires:

Upon the terms and subject to the conditions of this Agreement, on the Closing Date each Seller hereby agrees to sell the number of Shares set forth opposite such Seller’s name on Appendix 4, and the Buyer hereby agrees to purchase the Shares, free and clear of any Encumbrances, but with all rights attached to such Shares, including rights to dividends.

The aggregate amount payable by the Buyer to the Sellers for the Shares shall be an amount equal to EUR 12,500,000 (the “Purchase Price”), minus any Leakage in accordance with the provisions of Article 3.3, plus the Earn-Out Payment, if and to the extent payable under Article 3.4.

2,500,000/VWAP

where “VWAP” means the volume weighted average price in U.S. Dollars of a SealSQ Share on the Nasdaq Stock Market during the ninety (90) trading days ending on the trading day immediately prior to the Closing Date, as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)) and rounded to two (2) decimals. The VWAP will be converted into Euros on the basis of the most recent conversion rate published by the European Central Bank.

In the event of a breach of any of the undertakings set out in Article 3.3.1, the relevant Seller which has (or the relevant Sellers which have) benefited from a Leakage (the “Defaulting Seller(s)”) shall pay to the Buyer an amount equal to the sum received by such Defaulting Seller as a result of such a breach increased by an amount equal to interest at the Agreed Rate on such sum accruing from (and including) the Closing Date and until (but excluding) the date on which such sum is repaid to the Buyer (the “Compensatory Amount”), it being specified that in the event of a breach of any of the undertakings set out in Article 3.3.1 which benefited to a Seller Related Person, only the relevant Seller shall be considered a Defaulting Seller and be held liable for the payment of the relevant Compensatory Amount.

Where “Revenue 2025” means the revenue (chiffre d’affaires) generated by the Company for the financial year ending December 31, 2025, as it appears in the management accounts of the Company for the period ending December 31, 2025 prepared in accordance with US GAAP and audited by the Buyer’s statutory auditors (the “2025 Financial Statements”).

The respective obligations of the Sellers and the Buyer to consummate the Transaction shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

The obligation of the Buyer to consummate the Transaction is subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by the Buyer:

The obligation of the Sellers to consummate the Transaction is subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by the Sellers:

Subject to the terms and conditions of this Agreement, each Party shall cooperate with the other Parties and use (and the Sellers shall cause the Company to use) its best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as practicable (and in any event no later than the Long Stop Date).

This Agreement may be terminated at any time prior to the Closing Date:

Between the date hereof and the Closing Date, except (i) with the prior written consent of the Buyer (not to be unreasonably withheld, conditioned or delayed), (ii) as required by Law, (iii) as expressly required by this Agreement (excluding the items set forth in Article 5.1.1), or (iv) as set forth in Appendix 5.1:

Between the date hereof and the Closing Date, the Sellers shall and shall cause the Company to, upon reasonable prior notice and during normal business hours, grant the Buyer and its Representatives reasonable access to their respective books, records and personnel to obtain all information concerning the Business, as the Buyer may reasonably request; provided, however, that the Sellers may restrict the foregoing access to the extent that (i) the Sellers conclude in good faith (with the assistance of their respective legal counsel, as the case may be) that such access would result in the violation of any Laws, and (ii) the Sellers use, and cause the Company to use, best efforts to provide the Buyer or its Representatives such requested information or access in a manner not prohibited by Law. Any information obtained from the Sellers or the Company pursuant to this Article 5.2 shall be subject to the confidentiality obligations set forth in Article 9.

Between the date hereof and the Closing Date, each Seller shall notify the Buyer as soon as possible, subject to and within the limits of applicable Law, of:

provided, however, that, in each case, unless otherwise provided in this Agreement, the delivery of any notice shall not limit or otherwise affect the remedies available hereunder or the representations, warranties or covenants of the Sellers or the conditions to the obligations of the Sellers to consummate the Transaction.

The Sellers definitively and irrevocably agree to waive: (a) the exercise of all their rights under the Company’s articles of association (statuts) in relation to the pre-emptive right (droit de préemption), and the approval clause (clause d’agrement); (b) the exercise of all their rights under the shareholders’ agreement entered into between the Sellers on December 6, 2018 in relation to the pre-emptive right (droit de préemption), the tag along right (droit de sortie conjointe), and the drag along right (droit d’entrainement) ; and (c) more generally, any other rights under the Company’s articles of association or the Shareholders’s Agreement that may be triggered, apply or may come to apply, directly or indirectly, in connection with the Transaction; in each case subject to and upon completion of the Transaction.

The Closing shall take place at the latest on the third (3rd) Business Day following satisfaction (or, when applicable, waiver) of the last to be satisfied (or, as the case may be, waived) of the conditions precedent set out in Article 4 (other than those conditions that by their terms are to be satisfied or waived on the Closing Date, but subject to the satisfaction or waiver of such conditions on the Closing Date), or on any later date agreed upon by the Parties (such date, the “Closing Date”). All transactions to be effected at the Closing shall be deemed to take place simultaneously.

The Buyer makes the following representations and warranties to the Sellers as of the date hereof, which representations and warranties shall also be made on and as of the Closing Date (except that those representations and warranties, which address matters only as of a particular date, are made only as of such date):

The acquisition of the Shares by the Buyer from the Sellers and the execution and performance of this Agreement do not and will not violate or conflict with (i) the organizational documents of the Buyer, or (ii) any Law or Order.

The Transaction, including the acquisition of the Shares by the Buyer from the Sellers, and the execution and performance of this Agreement do not and will not violate or conflict with (i) the organizational documents of the Buyer, (ii) any Law or Order or (iii) any instrument or agreement to which the Buyer is a party.

The Buyer acknowledges and agrees that it has conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company including the information contained in the Data Room and the Disclosures, and, in making its determination to proceed with the Transaction, has not relied on any representation, warranty or other statement by any Party, other than the Fundamental Representations and the Business Representations.

The Buyer has not entered into any contract with any broker, finder or similar agent or any person that will result in an obligation of the Sellers or the Company to pay any finder’s fee, brokerage fees or commission or similar payment in connection with the Transaction.

The Buyer will have on the Closing Date sufficient funds available to pay the Purchase Price and to satisfy its other obligations pursuant to this Agreement or in relation to the consumption of the Transaction.

In the event that a Claim is disputed by the Indemnifying Party:

If the Buyer becomes aware of any Third Party Claim (including any notification of a Tax audit) against the Company after the Closing Date and if this Third Party Claim is, in the reasonable opinion of the Buyer, likely to give the Buyer the right to make a Claim against some or all the Sellers:

The Sellers shall not be liable in respect of a Claim:

Where the Buyer or the Company actually recovers from a Third Party (including under insurance policies) any amount in respect of any matter or event which has given rise to a Claim, any such amount so recovered in excess of the sum of (i) reasonable out-of-pocket costs and expenses relating to the collection of such amount, (ii) any incremental increase in insurance premiums directly resulting therefrom, and (iii) any deductible or retention associated therewith, will reduce the amount of the Damages under such Claim.

Following the Closing Date, the indemnification under a Claim provided in Article 8.1 shall constitute the only remedy of a Party against the other Party(ies) and each of the Parties expressly waives and renounces any other remedies whatsoever, which it would otherwise be entitled to as against the other Party(ies) in the event of such a breach, provided that, for the avoidance of doubt, nothing in this Article 8.8 shall limit or restrict (i) any claim for fraudulent misrepresentation (dol) by a Party, (ii) the right to seek specific performance to enforce the performance of this Agreement, or (iv) the Parties’ exercise of their rights of termination under Article 4.5.

whether or not such information (i) has been or will be disclosed before or after the date hereof, (ii) has been or will be disclosed orally or in writing, and (iii) has been marked or otherwise identified as being “confidential”.

Upon receipt of a written request from the Disclosing Party, the Receiving Party shall, at its sole discretion, either promptly return to the Disclosing Party the Confidential Information provided to it by the Disclosing Party (including indirectly) or destroy all such Confidential Information, except (i) such copies of the Confidential Information the Receiving Party is required to retain to comply with applicable Law, stock exchange rules, and/or internal bona fide compliance policies, and/or (ii) any computer records or files containing Confidential Information that have been created pursuant to applicable automatic archiving and back-up procedures and the removal of which is not technically reasonable, provided that such computer records and files remain subject to the confidentiality obligations of this Article 9 until the second anniversary of the Closing Date. For the avoidance of doubt, it is agreed that this return or destroy undertaking shall apply until the second anniversary of the Closing Date.

None of the Parties, nor their respective Affiliates and Representatives, shall make any public announcement relating to the existence, the subject matter or terms and conditions of this Agreement, unless and until the form and content of such announcement have been submitted to, and agreed by, the other Party(ies), provided that nothing in this Article 10 shall prohibit either Party from making any announcement as required by applicable Law or by the regulations of any relevant stock exchange, in which case the announcement shall only be released after consultation with the other Party(ies) and after taking into account the reasonable requirements of the other Party(ies) as to the content of such announcement, to the extent authorized under applicable Law and practically feasible.

SealSQ Corp

Attn: Carlos Moreira and John O’Hara

58 Avenue Louis-Casal, 1216 Cointrin, Switzerland

E-mail: cmoreira@wisekey.com; johara@sealsq.com

DOLIAM SAS

Attn: FLESCH Etienne

[***]

E-mail: [***]

With a copy to:

Attn: BOITEL Séverine

[***]

E-mail: [***]

Mme ENGELS Lucille

[***]

[***]

M. TRIOULEYRE Jean-Luc

[***]

[***]

[***]

Neither this Agreement nor any of the rights or obligations hereunder shall be assigned by any of the Parties, in whole or in part (whether by operation of Law or otherwise), without the prior written consent of the other Party(ies), and any attempt to make any such assignment without such consent shall be null and void, except that (i) the Buyer may assign, in its sole discretion, any or all of its rights and obligations under this Agreement to any of its Affiliates without the consent of the Sellers, provided that such assignment will not release the Buyer from any of its obligations hereunder or create any Tax liability to the Sellers (and provided the Buyer informs the Sellers of such assignment in advance), and (ii) the Sellers shall be entitled to assign only their right to receive the Purchase Price that may become due and payable under the terms of this Agreement to any o Affiliate without the consent of the Buyer, provided that in each case, no such assignment will release the Sellers from any of its obligations hereunder or create any Tax liability to the Buyer (and provided the Sellers inform the Buyer of such assignment in advance).

This Agreement (including its Recitals, Appendices and Schedules) represent the entire understanding and constitutes the entire agreement between the Parties in relation to its subject matter, and supersede any previous express and/or implied agreement in any form whatsoever (including letters, memoranda, protocols and contracts) between the Parties with respect to the subject matter hereof.

If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any applicable Law, that shall not affect or impair:

The Parties shall amend any invalid or unenforceable term or provision to the extent reasonably required to make such provision valid or enforceable.

So far as it remains to be performed, this Agreement shall remain in full force and effect notwithstanding Closing.

Each Party hereby expressly and irrevocably waives the right to make any request for renegotiation of this Agreement, to bring any claim under, or to otherwise rely upon, the provisions of article 1195 of the French Civil Code.

This Agreement, and any non-contractual obligations arising out of or in any way relating to this Agreement, shall be governed by and construed in accordance with French law.

The Parties hereby agree that, as a matter of evidence agreement (convention de preuve), this Agreement is signed electronically in accordance with the European and French regulations in force, in particular Regulation (EU) No. 910/2014 of the European Parliament and of the Council dated 23 July 2014 and articles 1367 et seq. of the French Civil Code (Code civil). For this purpose, the Parties agree to use the online platform DocuSignor any equivalent platform. Each of the Parties decides (i) that the electronic signature which it attaches to this Agreement has the same legal value as its handwritten signature and (ii) that the technical means implemented in the context of this signature confer a definite date (date certaine) to this Agreement.

Each of the Parties acknowledges and accepts that the signature process used by the Parties to electronically sign this Agreement enables each of them to have a copy of this Agreement on a durable medium or to have access to it, in accordance with Article 1375 paragraph 4 of the French Civil Code.

[Signature page follows]

APPENDIX 1

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

The Sellers are the sole owners of the Shares, which are free and clear of any Encumbrances.

The sale and transfer of the Shares by the Sellers to the Buyer and the execution and performance by the Sellers of this Agreement do not and will not:

The Company (i) does not hold, or has not held in the past five (5) years, directly or indirectly, any shares or other securities of, including securities exercisable or exchangeable for or convertible into shares of, any person, or any rights to acquire any such shares or securities, (ii) does not serve, or has not served, as director or corporate officer of any person, or (iii) does not acts, or has not acted, as de facto corporate officer of any person.

Save as set forth in Schedule 3, the audited balance sheet, profit and loss statement, notes on the annual accounts (including off-balance sheet commitments), cash flow statement and statement of changes in equity for the Company as of and for the financial year ended December 31, 2024 (the “Financial Statements”):

The trade and other receivables of the Company, as recorded in the Financial Statements, are valid and have been adequately recorded in the Financial Statements.

The Company does not hold title to any real properties.

There is no claim, complaint, formal notice or other cause of action, pending or threatened in writing against the Company, initiated by any Governmental Authority, Third Party, Employee or director or officer of the Company, relating to past or present facts or activities that is directly or indirectly attributable to the Company and could lead to the liability of the Company under applicable health, safety or environmental Laws, and, to the Sellers’ knowledge, no circumstances exist that would reasonably be expected to lead to such claim, complaint, formal notice or other cause of action.

All computers, Software, servers and other information technology equipment used by the Company (“IT Assets”) are either owned by or validly leased or licensed to the Company.

The IT Assets owned or used by the Company:

The Company is not involved in any litigation, arbitration, prosecution, administrative or Tax investigation or other legal proceedings, and there are no claims or actions (whether criminal or civil) in progress nor threatened in writing against the Company or any of its assets or any of its directors or officers and , to the Sellers’ knowledge, there is no fact or circumstance which could give rise to such proceedings.

All Taxes required to be paid by the Company that were due and payable have been paid within the legally prescribed time limits. No penalties, fines, surcharges or interest with respect to such Taxes have been or will be incurred. The Financial Statements make full provision or reserve in accordance with Accounting Principles for all Taxes for which the Company is accountable as of the date thereof and will do so as of the Closing Date. Proper provision has been made and shown in the Financial Statements for deferred Tax in accordance with the Accounting Principles.

The Company has complied with all statutory provisions relating to Taxation that require the deduction of Taxes from any payment made by them, and has properly accounted to the appropriate Tax Governmental Authority for any such Taxation required to have been accounted for.

The Company has complied with all statutory requirements, orders, provisions, directions or conditions relating to VAT.

The Company is not party to any transaction or arrangement under which it has acquired or sold any asset, or have remunerated or supplied goods or services of any kind whatsoever for a price that is below or above the market value of that asset or services in such a way that it could be considered to be an abnormal act of management (acte anormal de gestion) or to be in breach of regulations on transfer prices (prix de transfert). The Company has not been involved in any transaction or series of transactions the main purpose of which, or one of the main purposes of which, was the avoidance of Tax.

The Company has no liability (whether actual or contingent) in respect of any registration or stamp duties and, in particular but without limitation, the Company has no outstanding Tax liability on account of any transfer of property, contribution, merger, purchase or sale relating to transactions effected prior to the Closing Date.

Set forth in Schedule 19 is a list of each subsidy, aid, favorable Tax regime, grant program, loan granted with a preferential rate, special contract or lease or similar benefit which has been made available to the Company (including by way of guarantee or other assurance) by any Governmental Authority.

The Company is in compliance with, and have neither breached nor violated in any material respect, any representation, condition or undertaking made by it to obtain or to maintain any such subsidy. The Company has complied with all the obligations and conditions imposed by the grantor of any such subsidy and with all applicable Laws with respect to such subsidy.

Between January 1, 2025 and the date hereof the Company has conducted its businesses solely in the Ordinary Course and, the Sellers have not with respect to Article 20.1 to Article 20.4 below, and the Company has not:

All the information contained in this Agreement, including the Recitals, the Appendices and the Schedules, is true, correct, complete, up-to-date and accurate in all respects.

There is no information that the Sellers are required to disclose to the Buyer under Article 1112-1 of the French Civil Code which has not been disclosed to the Buyer prior to the date hereof.

The Company and its Representatives have not entered into any contract with any broker, finder or similar agent or any person that will result in an obligation of the Buyer or the Company to pay any finder’s fee, brokerage fees or commission or similar payment in connection with the Transaction.

55

SEALSQ CORP Announces Signature of Share Purchase Agreement to Acquire 100% of IC'ALPS

Geneva, Switzerland – May 27, 2025 – SEALSQ Corp (NASDAQ: LAES) (“SEALSQ”), a leading developer and provider of Semiconductors, PKI, and Post-Quantum technology hardware and software solutions, today announced the signing of a Share Purchase Agreement (“SPA”) with the shareholders of IC’ALPS SAS (the “Sellers”)1, an Application-Specific Integrated Circuit (“ASIC”) design and supply specialist based in Grenoble, France (“IC’ALPS”), for the acquisition of 100% of the share capital and voting rights of IC’ALPS (“the Acquisition”).

The SPA is the result of a period of exclusive negotiations between SEALSQ CORP and the Sellers, announced on February 27, 2025.

The main terms and conditions of the SPA announced by SEALSQ on May 22, 2025 remain applicable.

This proposed strategic Acquisition (now solely subject to the satisfaction of certain closing conditions) is expected to reinforce SEALSQ’s commitment to advancing its ASIC development to meet the growing demand in the sector and would add approximately 100 highly skilled staff based out of IC’ALPS’ current centers in Grenoble and Toulouse.

The Acquisition is expected to be completed in the third quarter of 2025, subject to satisfying the conditions to closing, including the necessary regulatory approval by the French Ministry of the Economy.

About IC’ALPS:

IC’ALPS is your one-stop-shop ASIC partner. Based in France (HQ in Grenoble, two design centers in Grenoble and Toulouse), the company provides customers with a complete offering for Application Specific Integrated Circuits (ASIC) and Systems on Chip (SoC) development from circuit specification, mastering design in-house, up to the management of the entire production supply chain. Its 100+ engineers’ areas of expertise include analog, digital and mixed-signal circuits (sensor/MEMS interfaces, ultra-low power consumption, power management, high-resolution converters, high voltage, signal processing, ARM and RISC-V based multiprocessors architectures, hardware accelerators) on technologies from 0.18 µm down to 1.8 nm, and from multiple foundries (TSMC, Global Foundries, Tower Semiconductor, X-FAB, STMicroelectronics, Intel Foundry, etc.). The company is active worldwide in medical, industrial, automotive, IoT, IA, mil-aero, and digital identity & security sectors. IC’ALPS is ISO 9001:2015, ISO 13485:2016, EN 9100:2018, Common Criteria certified, IATF16949-ready, member of TSMC Design Center Alliance (DCA), Intel Foundry Accelerator Design Services Alliance and Value Chain Alliance (DSA & VCA), ams Osram Preferred Partner and X-FAB’s partner network.

More information: www.icalps.com and  https://www.linkedin.com/company/ic-alps

___________________________

1 The Sellers are Doliam SA, Mrs. Lucille Engels and Mr. Jean-Luc Triouleyre.

About SEALSQ:

SEALSQ is a leading innovator in Post-Quantum Technology hardware and software solutions. Our technology seamlessly integrates Semiconductors, PKI (Public Key Infrastructure), and Provisioning Services, with a strategic emphasis on developing state-of-the-art Quantum Resistant Cryptography and Semiconductors designed to address the urgent security challenges posed by quantum computing. As quantum computers advance, traditional cryptographic methods like RSA and Elliptic Curve Cryptography (ECC) are increasingly vulnerable.

SEALSQ is pioneering the development of Post-Quantum Semiconductors that provide robust, future-proof protection for sensitive data across a wide range of applications, including Multi-Factor Authentication tokens, Smart Energy, Medical and Healthcare Systems, Defense, IT Network Infrastructure, Automotive, and Industrial Automation and Control Systems. By embedding Post-Quantum Cryptography into our semiconductor solutions, SEALSQ ensures that organizations stay protected against quantum threats. Our products are engineered to safeguard critical systems, enhancing resilience and security across diverse industries.

For more information on our Post-Quantum Semiconductors and security solutions, please visit www.sealsq.com.

Forward-Looking Statements

This communication expressly or implicitly contains certain forward-looking statements concerning SEALSQ Corp and its businesses. Forward-looking statements include statements regarding our business strategy, financial performance, results of operations, market data, events or developments that we expect or anticipate will occur in the future, as well as any other statements which are not historical facts. Although we believe that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the actual adjustments that arise upon conversion of the financial information of IC’ALPS to US GAAP in relation to net sales, operating expenses and income tax income in the income statement for twelve months ended December 31, 2024 and 2023, and in relation to intangible assets, current liabilities, and pension and debt liabilities in the balance sheet as at December 31, 2024 and 2023, in comparison with the French GAAP; the entering into of definitive documents, the authorization by French regulatory authorities and the successful closing of the Acquisition; and SEALSQ's ability to continue beneficial transactions with material parties, including a limited number of significant customers; market demand and semiconductor industry conditions; and the risks discussed in SEALSQ's filings with the SEC. Risks and uncertainties are further described in reports filed by SEALSQ with the SEC.

SEALSQ Corp is providing this communication as of this date and does not undertake to update any forward-looking statements contained herein as a result of new information, future events or otherwise.

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