Browse EX-10 agreements

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Certain identified information has been excluded from this agreement, including all of the exhibits to this agreement, because it is both (i) not material and (ii) is the type of information the issuer both customarily and actually treats as private and confidential.

SERIES A INVESTMENT AGREEMENT

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among:

Maud Vinet

Mamato

Tristan

Meunier Triade

****(The Founders)

And:

CNRS Innovation

(The Minority Shareholders)

And:

FPCI Quantonation 1

FPCI Supernova Innovation 3

CEA Investissement

Casra Capital

(The Non-participating Existing Investors)

And:

Fonds Deep Tech 2030

FPCI Technocom 3

(The Participating Existing Investors)

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And: ****

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STMicroelectronics

ALIAD

SealSQ EIC Fund

[***]

TITANIA

(The New Investors)

In the presence of:

Quobly

(The Company)

Dated May 26, 2026

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SERIES A INVESTMENT AGREEMENT

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AMONG:

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…

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The Class F shareholders

(as listed in Schedule 1 hereto)

and

WISeKey International Corp.

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(as the Company)

CLASS F shareholders’ agreement

Content

1	Definitions and Interpretation	1
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2	Class F Shares Voting Agreement	3
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3	Constitutional Documents	3
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4	Accession Deeds	3
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Exhibit 10.8

FRAMEWORK AGREEMENT

between

National Agency for New Technologies, Energy and Sustainable Economic Development

(ENEA)

and

NEWCLEO S.R.L.

This framework agreement (hereinafter the “FA”) is made between:

the Italian National Agency for New Technologies, Energy and Sustainable Economic Development (ENEA), having its registered office at Lungotevere G.A. Thaon di Revel, 76, 00196 Rome (Italy), hereby represented by the President Mr. Gilberto Dialuce, and hereinafter referred to as “ENEA”

and

Newcleo S.r.l., a company organized and existing under the law of Italy and having its registered office at Via Galliano 27, 10129 Turin (TO), Italy, registered at Turin Companies Register under number 12517780016, hereby represented by Ms. Elisabeth Rizzotti as sole Director, hereinafter referred to as “NEWCLEO”,

each, individually, a “Party” and, collectively, the “Parties”:

WHEREAS:

…

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Exhibit 10.10

101936802

PMJ/AH/RS

IN THE YEAR TWO THOUSAND TWENTY-FIVE,

ON NOVEMBER 5

IN TROYES, at the notary’s office,

Maître Pauline MAZURE-JACQUOT, Notary of the firm “PAUPE – POUILLOT – NOTAIRES ASSOCIES,” a limited liability professional partnership operating a notary office, with its headquarters in TROYES (Aube), 4 Place du Général Patton, the undersigned, identified under CRPCEN number 10010,

With the participation of Maître Jérôme CAURO, Notary in PARIS (75009), 8 rue Auber, assisting the BENEFICIARY,

HAS RECEIVED this deed containing a UNILATERAL PROMISE OF SALE at the request of the persons named below.

THE SELLER—PROMISING PARTY

The legal entity governed by public law, DEPARTMENT OF AUBE, a public-law body with legal personality, whose principal office is located in TROYES (10000), 2 rue Pierre Labonde, identified under SIREN number 221000052.

THE BUYER - BENEFICIARY

…

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Exhibit 10.9

SHAREHOLDERS AGREEMENT
of the company
Centrum pre vývoj využitia vyhoretého jadrového paliva a. s., shortly CVP
(hereinafter referred to as “Agreement”)

concluded in accordance with Section 66c of the Slovak Act No. 513/1991 Coll., Commercial Code, as amended,

between:

Shareholder No. 1:

Business name:\	Jadrová a vyraďovacia spoločnosť, a.s.

Registered seat:\	Jaslovské Bohunice 360, 919 30 Jaslovské Bohunice, the Slovak Republic

Registered with:\	Commercial Register of District Court Trnava, Section: Sa, File No.: 10788/T

…

Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K on the basis that the Registrant customarily and actually treats that information as private or confidential and the omitted information is not material. Information that has been omitted has been noted in this document with a placeholder identified by the mark “[***]”.

Exhibit 10.8

LEASE AGREEMENT

 

Lessor: Yu Lin Co., Ltd.

  

(hereinafter referred to as “Party A”)   

Lessee: Prologium Technology Co., Ltd.

  

(hereinafter referred to as “Party B”)   

The Parties hereby agree to enter into this Lease Agreement (the “Agreement” or the “Lease”) under the following terms and conditions:

Article 1 Leased Premises (also referred to hereinafter as the “Factory Building”)

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Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K on the basis that the Registrant customarily and actually treats that information as private or confidential and the omitted information is not material. Information that has been omitted has been noted in this document with a placeholder identified by the mark “[***]”.

Exhibit 10.16

GRAND PORT MARITIME

DE DUNKERQUE

*****

WESTERN PORT

*****

Protocol of Agreement

Promise to enter into Construction Lease(s)

PROLOGIUM

*****

 

1

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Between the undersigned :

GRAND PORT MARITIME DE DUNKERQUE”, which has its registered office at Terre-Plein Guillain, DUNKERQUE (59140).

Referred to hereinafter as DUNKERQUE-PORT.

…

Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K on the basis that the Registrant customarily and actually treats that information as private or confidential and the omitted information is not material. Information that has been omitted has been noted in this document with a placeholder identified by the mark “[***]”.

Exhibit 10.15

AMENDMENT AGREEMENT NO. 1

SUBSIDY CONTRACT

PROMETHEUS PROJECT

FILE NO. 0237239

FILE NO. 0237236

FILE NO. 0237231

BETWEEN THE UNDERSIGNED:

Bpifrance, a société anonyme (public limited liability company) with share capital of €5,440,000,000, registered with the Créteil Trade and Companies Register under number 320 252 489, with its head office at 27-31 avenue du Général Leclerc, 94710 MAISONS ALFORT Cedex, represented by Paul-François FOURNIER, in his capacity as Executive Director in charge of Innovation duly authorized for the purposes hereof,

Acting on behalf of the State,

Hereinafter referred to as “Bpifrance”,

On the one hand,

AND

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Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K on the basis that the Registrant customarily and actually treats that information as private or confidential and the omitted information is not material. Information that has been omitted has been noted in this document with a placeholder identified by the mark “[***]”.

Exhibit 10.17

GRAND PORT MARITIME

DE DUNKERQUE

*****

WESTERN PORT

*****

Amendment No. 1 to the

Protocol of Agreement

Promise to enter into Construction Lease(s)

dated August 30, 2023

PROLOGIUM

*****

DLI N°1002970

 

1

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Between the undersigned:

GRAND PORT MARITIME DE DUNKERQUE, havingits registered office at Terre-Plein Guillain, DUNKERQUE(59140).

Referred to hereinafter as DUNKERQUE-PORT.

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Prologium Holding Inc. (Cayman Islands)

Employee Stock Option Plan (ESOP)

Revised by Board of Directors in May 2026

1. Purpose

Prologium Holding Inc. (hereinafter referred to as the “Company”) and its entire group of Subsidiaries establish this Employee Stock Option Plan (hereinafter referred to as the “Plan”) with the aim of attracting and retaining the required technological professionals for the future, and to enhance employees’ sense of belonging and commitment to the Company, thereby creating mutual benefits for the Company, shareholders, and employees.

2. Basis and Authorization for Execution

 

 

2.1

Legal Basis: This Plan is established pursuant to the Company’s (Tenth Amended and Restated) Memorandum and Articles of Association (the “Articles”) and in connection with the Employee Stock Option Plan (“ESOP”).

 

 

2.2

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Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K on the basis that the Registrant customarily and actually treats that information as private or confidential and the omitted information is not material. Information that has been omitted has been noted in this document with a placeholder identified by the mark “[***]”.

Exhibit 10.7

LEASE AGREEMENT

 

Lessor: Zhou Hui Co., Ltd.

  

(hereinafter referred to as “Party A”)   

Lessee: Prologium Technology Co., Ltd.

  

(hereinafter referred to as “Party B”)   

The Parties hereby agree to enter into this Lease Agreement (the “Agreement” or the “Lease”) under the following terms and conditions:

Article 1 Leased Premises

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EIGHTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

THIS EIGHTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is made on February 20, 2023 by and among:

 

(1)

PROLOGIUM HOLDING INC., an exempted company with limited liability incorporated and validly existing under the laws of the Cayman Islands, with its registered address at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”);

 

(2)

PROLOGIUM TECHNOLOGY, CO., LTD. (辉能科技股份有限公司), a company limited by shares incorporated and validly existing under the laws of Taiwan, with its registered address at No.6-1, Ziqiang 7th Rd., Zhongli Dist., Taoyuan City 320032, Taiwan (the “TW Subsidiary”);

 

(3)

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