Exhibit 2

 

 

WISEQEY CORP.

 

and

 

SEALSQ CORP.

 

and

 

WISESAT.SPACE HOLDINGS CORP.

 

(as the Company)

 

 

 

CLASS F shareholders’ agreement

 

 

 

 

 

 

 

 

 

 

Content

 

1 DefinitionS and Interpretation 1
2 Class F Shares Voting Agreement 3
3 Redemption of Class F shares 3
4 Constitutional Documents 3
5 Accession Deeds 4
6 Representations 4
7  Miscellaneous 5
8 Assignability 6
9 Notices 6
10 Termination 7
11 Confidentiality 7
12 Dispute Resolution 7
13 Governing Law 7
Schedule 1 8
Form of Accession Deed 8

 

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THIS AGREEMENT is effective dated October 1, 2026, and entered into as set forth below, and is made as a deed

 

BETWEEN

 

1WISEQEY CORP., a British Virgin Islands business company limited by shares with company number 2179417 (WISeQey), as an Original Class F Shareholder;

 

2SEALSQ CORP., a British Virgin Islands business company with company number 2095496 (SEALSQ), as an Original Class F Shareholder; and

 

3WISESAT.SPACE HOLDINGS CORP., a British Virgin Islands business company incorporated on 22 October 2025 (the Company),

 

each a Party, together the Parties.

 

BACKGROUND

 

AThe Parties wish to govern certain rights and obligations of the Class F Shareholders, including the exercise of their voting power in the Company.

 

BIt is intended that all future Class F Shareholders shall accede to this Agreement.

 

IT IS AGREED as follows:

 

1DefinitionS and Interpretation

 

1.1In this Agreement (including the recitals and Schedules), unless the contrary intention appears, words capitalised but not defined shall have the meaning given to them in the Articles, in addition:

 

Accession Deed means a deed substantially in the form of Schedule 1 executed by a person wishing to become a New Class F Shareholder.

 

Articles means the memorandum and articles of association of the Company.

 

Necessary Action means, with respect to a result required to be caused, all actions (to the extent such actions are permitted by applicable law) reasonably necessary to cause such result, which actions may include, without limitation:

 

(a)voting or providing a written consent with respect to voting securities of the relevant entity to cause the adoption of shareholders’ resolutions and amendments to the charter or other constituent documents;

 

(b)causing members of the board of directors or comparable governing body of the relevant entity (to the extent such members were nominated or designated by the person obligated to undertake the Necessary Action) to act in a certain manner;

 

(c)executing agreements and instruments; and

 

(d)making, or causing to be made, all governmental, regulatory or administrative filings that are required to achieve such result.

 

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New Class F Shareholder means each person who acquires Class F Shares (whether by subscription, transfer or otherwise) after the date of this Agreement, other than a person who is already a Party at the time of such acquisition.

 

New Class F Shares means all Class F Shares issued subsequent to the Original Class F Shares.

 

Original Class F Shares means the Class F Shares held by the Original Class F Shareholders at the date of this Agreement.

 

Parties shall mean the Original Class F Shareholders, the Company and any New Class F Shareholders (save that, where the context requires any Class F Shareholder who sells all of their Class F Shares shall from that time no longer be considered to be a Party).

 

Transaction Documents means:

 

(a)this Agreement; and

 

(b)each Accession Deed.

 

1.2In this Agreement:

 

(a)unless the contrary intention appears, a reference to:

 

(i)this Agreement includes the Schedules to this Agreement;

 

(ii)an amendment includes a supplement, novation or re-enactment and amended is to be construed accordingly;

 

(iii)an authorisation includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration or notarisation;

 

(iv)a Clause or Schedule is a reference to a clause in or schedule to this Agreement respectively;

 

(v)a relevant jurisdiction in relation to any person means a jurisdiction in which that person is incorporated, resident, domiciled, or has a branch or place of business, or is in some other way connected;

 

(vi)tax shall be construed so as to include any tax, fund, levy, impost, duty or other charge of a similar nature (including, without limitation, any penalty or interest payable in connection with any failure to pay or any delay in paying of the same);

 

(vii)written includes typewritten, printed, photographed or represented or reproduced by any mode of reproducing words in a visible form, including telex, facsimile, telegram, cable, electronic mail or other form of writing produced by electronic communication;

 

(viii)a provision of law is a reference to that provision as amended or re-enacted;

 

(ix)voting by Class F Shareholders is a reference to the casting of the votes attached to the Class F Shares held by the Class F Shareholder voting;

 

(x)a person includes its successors, permitted transferees and assigns;

 

(xi)the singular shall include the plural and vice versa; and

 

(xii)a document is a reference to that document as amended.

 

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1.3The word including is to be construed as being by way of illustration or emphasis only and is not to be construed as, nor shall it take effect as, limiting the generality of any foregoing words.

 

1.4Where a period of time is expressed as a number of days, the days on which the period begins and ends are not included in the computation of the number of days.

 

1.5The index to and the headings in this Agreement are for convenience only and are to be ignored in construing this Agreement.

 

1.6Each Party has received independent professional legal advice in relation to this Agreement, and no provision of this Agreement shall be construed contra proferentem against any Party.

 

1.7This Agreement shall take effect as a Deed, notwithstanding that one or more Parties may only execute it (or an Accession Deed) under hand.

 

2Class F Shares Voting Agreement

 

2.1The Class F Shareholders covenant for the benefit of each other and the Company that on any Resolution of Shareholders they shall vote as one and in accordance with the majority view of the Class F Shareholders, such majority to be determined by reference to the number of Class F Shares held (and not by reference to the number of Class F Shareholders).

 

2.2The majority view of the Class F Shareholders shall be the view of the Class F Shareholder or Class F Shareholders holding a majority of the Class F Shares then in issue, determined by reference to the number of Class F Shares held. Such majority view may be expressed by notice in writing signed by such Class F Shareholder or Class F Shareholders. The notice provisions at Clause 9 shall apply to this Clause 2.2.

 

2.3Each Class F Shareholder irrevocably appoints each other Class F Shareholder as their proxy to vote on any Resolution of Shareholders in their absence, if required, in accordance with the majority view of the Class F Shareholders, as determined in accordance with Clause 2.2.

 

3REDEMPTION of CLass f shares

 

3.1Each holder of Class F Shares acknowledges the redemption provisions attached to the Class F Shares and covenants to be bound by them and to take all Necessary Action to procure that the redemption provisions have full force and effect.

 

4Constitutional Documents

 

4.1The Class F Shareholders agree to take all Necessary Action (including without limitation amending the Memorandum and Articles if necessary) to procure that the provisions of this Agreement have full force and effect.

 

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5Accession Deeds

 

5.1The Company shall not issue Class F Shares unless the subscriber agrees to be bound by, and accede to, this Agreement and each Class F Shareholder irrevocably appoints the Company as its agent to execute an Accession Deed on its behalf with any person who lawfully becomes a New Class F Shareholder under this Agreement.

 

5.2No Class F Shareholder shall transfer any Class F Shares except in accordance with the transfer restrictions and approval requirements set out in the Memorandum and Articles, including that any such transfer may only be made to an Affiliate permitted thereunder and is subject to approval by a Resolution of Directors. The Company shall not register any such transfer unless, prior to or contemporaneously with the transfer, the transferee has executed and delivered an Accession Deed in the form set out in Schedule 1 and thereby agreed to be bound by the terms of this Agreement as a Class F Shareholder.

 

6Representations

 

6.1Each Party to this Agreement represents to each other Party (but only in respect of itself) and agrees that it has represented to each other Party to induce them to enter into this Agreement that:

 

(a)it has full legal power, capacity and authorisation to enter into and to exercise its rights and perform its obligations under, and has taken all necessary action to authorise the entry into, performance and delivery of this Agreement;

 

(b)the obligations expressed to be assumed by it under this Agreement are its legal, valid and binding obligations enforceable in accordance with their terms;

 

(c)in any proceedings taken in a relevant jurisdiction of such Party, the choice of the laws of the British Virgin Islands as governing law of this Agreement and any judgment obtained in the British Virgin Islands will be recognised and enforced;

 

(d)this Agreement is not subject to any registration or filing requirements, or any stamp duty or similar documentary tax in any relevant jurisdiction;

 

(e)no steps have been taken or legal proceedings have been started or (to the best of such Party’s knowledge and belief) threatened against that Party for its winding-up, bankruptcy, dissolution or re-organisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of it or any or all of that Party’s assets or revenues; and

 

(f)it is entering into this Agreement as principal and solely for its own account, and not as the agent or partner of any other person.

 

6.2Each New Class F Shareholder represents to each other Party (but only in respect of itself) and agrees that they have so represented to each other Party to induce them to enter into the relevant Accession Deed that:

 

(a)it has reviewed the Memorandum and Articles; and

 

(b)it has considered all relevant information relating to the investment and taken such independent legal and financial advice as it thinks necessary or desirable.

 

6.3Each New Class F Shareholder shall be deemed to make each representation made by a Party in Clauses 6.1 and 6.2 with reference to the facts and circumstances then existing when executing their Accession Deed, except that references in Clause 6.1 to this Agreement shall, where the context permits, mean this Agreement and/or the relevant Accession Deed.

 

6.4Each Party acknowledges and agrees that each other Party has entered into this Agreement (or, with respect to any New Class F Shareholder, the relevant Accession Deed) on the basis of the representations made in this Clause 6.

 

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7Miscellaneous

 

7.1This Agreement (and the documents referred to in it) contains the whole agreement between the Parties relating to the transactions contemplated by this Agreement and supersedes all previous understandings and agreements between the Parties relating to these transactions. Each Party acknowledges that, in agreeing to enter into this Agreement, it has not relied on any representation, warranty, collateral contract or other assurance (except those set out in this Agreement and any documents referred to in it) made by or on behalf of any other Party or any other person whatsoever before the execution of this Agreement. Each Party waives all rights and remedies which, but for this Clause, might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance, provided that nothing in this Clause shall limit or exclude any liability for wilful misconduct or fraud.

 

7.2If, for any reason whatsoever, this Agreement has not been validly executed by any of the Parties hereto, this Agreement shall continue to be fully binding and enforceable against all and each of the remaining Parties.

 

7.3If a provision of any Transaction Document is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:

 

(a)the validity or enforceability in that jurisdiction of any other provision of that Transaction Document; or

 

(b)the validity or enforceability in other jurisdictions of that or any other provision of that Transaction Document.

 

7.4No delay or omission on the part of any Party in exercising any right, power or remedy provided by the law of any jurisdictions or under any Transaction Document shall:

 

(a)impair such right, power or remedy; or

 

(b)operate as a waiver thereof.

 

7.5This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

 

7.6All payments to be made under any Transaction Document shall be made in cleared funds, without any deduction and free and clear of and without deduction for or on account of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority save as required by law. If a Party to a Transaction Document is compelled to make any such deduction, it will pay to the receiving Party such additional amounts as are necessary to ensure receipt by the receiving Party of the full amount which that party would have received but for the deduction.

 

7.7If any payment or transfer of any property under any Transaction Document is capable of being avoided or otherwise set aside on the insolvency of any person (including any Party) or otherwise, then that amount shall not be considered to have been paid or property transferred for the purposes of that Transaction Document.

 

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7.8A Transaction Document may only be amended by an instrument in writing signed by each Party to that Transaction Document.

 

7.9No waiver of any right or rights arising under any Transaction Document shall be effective unless such waiver is in writing and signed by the Party or Parties whose rights are being waived.

 

7.10This Agreement shall not be deemed to create any partnership, joint venture, agency, fiduciary or employment relationship between the Parties. No Party holds itself out as the agent or partner of any other Party.

 

7.11The Parties may sign multiple copies of this Agreement, each of which shall evidence the same contract.

 

7.12Where the provisions of this Agreement are inconsistent with any other Transaction Document, the provisions of this Agreement shall prevail.

 

8Assignability

 

8.1The rights and obligations of the Parties under this Agreement are personal and no Party to this Agreement may assign, transfer, novate or dispose of its rights and/or obligations arising under, out of or in connection with this Agreement to any other person without the prior written consent of each other Party.

 

9Notices

 

9.1All notices or other communications under or in connection with this Agreement shall be given in writing and, unless otherwise stated, may be made by facsimile. Any such notice will be deemed to be given as follows:

 

(a)if by hand, upon delivery;

 

(b)if by post, on the sixth day after the letter was posted; and

 

(c)if by electronic mail, when the recipient acknowledges receipt.

 

9.2Any notice in relation to a Transaction Document may be served on the Company at the following address:

 

  Name: WISeSat.Space Holdings Corp.
  Address:

Craigmuir Chambers

Road Town

VG1110

British Virgin Islands

 

or such other address as the Company shall give written notice of to each other Party.

 

9.3Any notice in relation to a Transaction Document may be served on the relevant Class F Shareholder at the relevant address as listed on the signature page or such other address as they shall give written notice of to each other Party.

 

9.4Each New Class F Shareholder shall provide an address for the service of notices under this Agreement in the relevant Accession Deed.

 

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10Termination

 

10.1Any Class F Shareholder who no longer holds any Class F Shares in the Company shall cease to be a party to this Agreement, without prejudice to any accrued rights.

 

10.2Clauses 11, 12 and 13 shall survive the termination of this Agreement, and shall continue to bind any Class F Shareholder who ceases to be a party to this Agreement.

 

10.3Termination of this Agreement shall not affect the rights of any Party accrued up to the date of termination.

 

11Confidentiality

 

11.1Each Transaction Document and its existence are confidential, and all documents, records and accounts of the Company shall be kept strictly confidential.

 

12Dispute Resolution

 

12.1The courts of the British Virgin Islands shall have exclusive jurisdiction to settle any disputes in connection with this Agreement and each Party accordingly irrevocably submits to the jurisdiction of the courts of the British Virgin Islands.

 

12.2Each Party consents to the service of process relating to any such proceedings:

 

(a)by prepaid posting of a copy of the process to its address for the time being applying under Clause 9;

 

(b)by service on it at its registered office; and

 

(c)by service on its agent for receiving service of process.

 

12.3Each Party:

 

(a)waives objection to the British Virgin Islands courts on grounds of inconvenient forum or otherwise as regards proceedings in connection with this Agreement; and

 

(b)agrees that a judgment or order of a British Virgin Islands court in connection with this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.

 

13Governing Law

 

13.1This Agreement and each Transaction Document is governed by and shall be construed in accordance with British Virgin Islands law.

 

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Schedule 1 

 

Form of Accession Deed

  

THIS ACCESSION DEED is dated and is made as a deed

 

BETWEEN

 

1WISeSat.Space Holdings Corp., company registered in the British Virgin Islands (the Company), for itself and as agent for the Class F Shareholders of the Company (the Current Class F Shareholders).

 

2[●] (the Acceding Class F Shareholder).

 

BACKGROUND

 

Athe Current Class F Shareholders and the Company are party to a Class F Shareholders’ Agreement dated [●] 2026 (the Agreement).

 

Bthe Acceding Class F Shareholder wishes to accede to the Agreement as a New Class F Shareholder.

 

IT IS AGREED as follows:

 

1Definition and Interpretation

 

1.1Clause 1 (Definition and Interpretation) of the Agreement shall apply to this Accession Deed with any necessary changes.

 

2Accession

 

(a)The Acceding Class F Shareholder shall accede to the Agreement as a New Class F Shareholder from the date hereof.

 

(b)The address for service for the Acceding Class F Shareholder specified in clause 6 of this Accession Deed shall be deemed to be incorporated into the Agreement.

 

(c)Except as aforesaid, the terms of the Agreement shall remain unaffected.

 

3Representations

 

3.1The Acceding Class F Shareholder makes the representations set out in Clause 6 of the Agreement to each other Party to induce them to execute this Accession Deed and permit the Acceding Class F Shareholder to accede to the Agreement and subscribe for or otherwise acquire Shares.

 

4Counterparts

 

4.1This Accession Deed may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

 

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5Address for Service

 

5.1Any notice in relation to a Transaction Document may be served on the Acceding Class F Shareholder at the following address:

 

  Name:

[●]

 

  Address:

[●]

[●]

[●]

 

  E-mail: [●]

 

or such other address as the Acceding Class F Shareholder shall give written notice of to each other Party.

 

6Governing Law and Dispute Resolution

 

6.1This Accession Deed shall be governed by British Virgin Islands law.

 

6.2Clause 11 of the Agreement shall apply to this Accession Deed with any necessary changes.

 

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EXECUTION PAGE TO CLASS F SHAREHOLDERS AGREEMENT OF WISESAT.SPACE HOLDINGS CORP.

 

Executed and delivered as a deed by the Parties.

 

Class F Shareholder

 

Executed and delivered as a deed by    
     
WISeQey Corp.    
     

acting by its duly authorised directors

/s/ John O’Hara  
Name: John O’Hara, CFO  
     
  /s/ Carlos Moreira  
Name: Carlos Moreira, CEO  

 

Class F Shareholder

 

Executed and delivered as a deed by    
     
SEALSQ Corp.    
     

acting by its duly authorised directors

/s/ John O’Hara  
Name: John O’Hara, CFO  
     
  /s/ Carlos Moreira  
Name: Carlos Moreira, CEO  

 

Company

 

Executed and delivered as a deed by    
     
WISeSat.Space Holdings Corp.    
     
acting by its duly authorised director /s/ Gwenael Rouy-Poirier  
Name: Gwenael Rouy-Poirier, CFO  

 

in the presence of  
   
Witness name: David Briffod  
   
Witness signature:………… /s/ David Brifod.  
   
   
Witness address: Avenue Louis-Casaï 58, 1216 Cointrin, Switzerland  

 

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