Exhibit 1
FORM OF OPTION AGREEMENT 2016
WISEKEYINTERNATIONAL HOLDING LTD STOCKOPTION PLAN
ThisOPTIONAGREEMENT is made on27/09/2019,byand between WISeKey International Holding Ltd,aSwiss corporation, with its seat in Zug (Zug), Switzerland(the"Company") andMOREIRACarlos(the "Participant").
In consideration of the mutual covenants and agreements herein contained and pursuant to the Company'sStock Option Plan dated1stJanuary2012,asamended,(the "Plan"),theCompanyand the Participant agree as follows:
The Company grantsto theParticipant the followingnumberof Options according to the terms and conditions contained in the Plan and in this Option Agreement:
| Numberof Options: | 693' 184 |
| StrikePrice: | 0.05 |
| GrantDate: | 27/09/2019 |
| 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 detailedbelow: |
| No. of Options | Sale Date | Option Term |
| 0 | From the listing - 12 month | 7 years from date of grant |
| 235'682.60 | Listing + 1 year | 7 years from date of grant |
| 228'750.70 | Listing + 2 years | 7 years from date of grant |
| 228'750.70 | Listing + 3 years | 7years from date of grant |
The signature of this Option Agreement by the Participant implies his or her express and complete acceptance of theterms 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 ofDirectors to administer the Plan atits absolute discretion, to complete, interpret and implement thedocumentsherein referred through further documentation to the extentnecessary orrelevantand to decide onall issues in absolute discretion. The Participant agrees to be bound bythedecisions of the Board of Directors.
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Allnotices to the Company shall be delivered toWISeKey International HoldingLtd,General Guisan-Strasse 6, 6300 Zug,Switzerland,attn Stock Option Plan Administrator, and allnotices to the Participant may be given tothe Participant personally or may be mailed to the Participant c/o WISeKey International Holding Ltd or at such other address as the Participant maydesignate bywritten 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 beGeneva,Switzerland. The language of arbitration shall be English.
IN WITNESSTHEREOF,the partieshaveexecutedthis OptionAgreement induplicateas of the time and placefirst abovewritten.
| /s/ Peter Ward | /s/ Carlos Moreira | |
| WISeKey International Holding Ltd | MOREIRA Carlos | |
| 27/09/19 | 27/09/2019 | |
| Date | Date | |
