Pasqal Holding SA Sample Contracts
WARRANT AMENDMENT AND SUPPLEMENT AGREEMENTWarrant Amendment and Supplement Agreement • September 2nd, 2026 • Pasqal Holding SA • Services-computer processing & data preparation • New York
THIS WARRANT AMENDMENT AND SUPPLEMENT AGREEMENT (this “Agreement”) is entered into as of August 27, 2026, by and among Pasqal Holding SA, a société anonyme formed under the laws of the Republic of France, as successor in interest to Bleichroeder Acquisition Corp. II, a Cayman Islands exempted company (“Parent”), Computershare Inc. (“Computershare”), Computershare Trust Company, N.A., and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (“Continental”), as the prior warrant agent. Capitalized terms used but not defined herein have the meanings given to such terms in the Warrant Agreement (as defined below).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 2nd, 2026 • Pasqal Holding SA • Services-computer processing & data preparation • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, this “A&R Registration Rights Agreement”), dated as of August 27, 2026, is made and entered into by and among (i) Pasqal Holding SA, a société anonyme formed under the laws of the Republic of France (the “PubCo”); (ii) each of the Persons identified on the signature pages hereto or on the signature pages to a joinder in the form attached to this A&R Registration Rights Agreement as Exhibit A under the heading “Company Shareholders” or “Insiders” or “Investors”; and (iii) Bleichroeder Sponsor 2 LLC, a Delaware limited liability company (the “Sponsor”). Each of PubCo, the Company Shareholders, the Insiders and the Sponsor may be referred to herein as a “Party” and collectively as the “Parties.”
TERMS AND CONDITIONS OF THE WARRANTSWarrant Agreement • September 2nd, 2026 • Pasqal Holding SA • Services-computer processing & data preparation
On 27 August 2026, the Board of Directors (Conseil d’administration) of Pasqal Holding SA, a société anonyme formed under the laws of the Republic of France (hereafter referred to as the “Company”), acting pursuant to a decision of the shareholders of the Company, issued thirty-two million five hundred fifty-two thousand and eighty-three (32,552,083) warrants (the “Warrants”), subject to the Terms and Conditions below (the “Terms and Conditions”).
COMPANY SUPPORT AGREEMENTCompany Support Agreement • September 2nd, 2026 • Pasqal Holding SA • Services-computer processing & data preparation
This COMPANY SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of February 28, 2026, by and among (i) Bleichroeder Acquisition Corp. II, a Cayman Islands exempted company (“Parent”), (ii) Bleichroeder Acquisition 2 France, a société anonyme formed under the laws of the Republic of France (“Parent Merger Sub”), and (iii) certain of the Shareholders of Pasqal Holding SAS, a société par actions simplifiée formed under the laws of the Republic of France (the “Company”), whose names appear on the signature pages of this Agreement (each, a “Supporting Shareholder” and, collectively, the “Supporting Shareholders”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in that certain Agreement and Plan of Merger, dated as of the date hereof, by and among Parent, Bleichroeder Acquisition 2 France, a société anonyme formed under the laws of the Republic of France and wholly owned subsidiary of Parent (“Parent Merger Sub”), and the
From: Pasqal Holding SAUndertaking Letter • September 2nd, 2026 • Pasqal Holding SA • Services-computer processing & data preparation
PRE LOCK-UP AGREEMENTPre Lock-Up Agreement • September 2nd, 2026 • Pasqal Holding SA • Services-computer processing & data preparation
This PRE LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of February 28, 2026, by and among (i) Bleichroeder Acquisition Corp. II, a Cayman Islands exempted company (“Parent”), (ii) Bleichroeder Acquisition 2 France, a société anonyme formed under the laws of the Republic of France (“Parent Merger Sub”), and (iii) Pasqal Holding SAS, a société par actions simplifiée formed under the laws of the Republic of France (the “Company”) and (iv) FPS FONDS INNOVATION DEFENSE, a French fonds d’investissement professionnel spécialisé, represented by its management company, Bpifrance Investissement a French société par actions simplifiée having its registered office located at 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, registered with the Créteil Trade and Companies Registry under number 433 975 224 (“Bpi”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in that certain Agreement and Plan of Merger, dated
TERMS AND CONDITIONS OF THE SENIOR UNSECURED CONVERTIBLE BONDSSenior Unsecured Convertible Bonds • September 2nd, 2026 • Pasqal Holding SA • Services-computer processing & data preparation
The board of directors (the “Board”), of Pasqal Holding SA (the “Company”), on 27 August 2026, acting pursuant to a decision of the shareholders of the Company and on the basis of the relevant reports issued by the statutory auditors and the board of directors of the Company decided to issue, a total subscription amount of two hundred and fifty million US dollars (USD 250,000,000), corresponding to a total stated value of three hundred and twelve million five hundred thousand US dollars (USD 312,500,000) senior unsecured bonds convertible into shares of the Company (obligations convertibles en actions ordinaires) (the “Convertible Bonds”), each at a nominal value of EUR 0.01.