PSQL 20-F
Pasqal Holding SA (PSQL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report: August 27, 2026
Commission File Number: 001-43463
Pasqal Holding SA
(Exact name of Registrant as specified in its charter)
| Not<br>applicable | France |
|---|---|
| (Translation<br>of Registrant’s<br>name into English) | (Jurisdiction<br>of incorporation<br>or organization) |
24, rue Emile Baudot
91120 Palaiseau
France
(Address of principal executive offices)
Dr. Wasiq Bokhari
Chief Executive Officer
c/o Pasqal Holding SA
24, rue Emile Baudot
91120 Palaiseau
France
+33 (0) 7 49 63 73 31
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |
|---|---|---|---|
| Ordinary Shares, nominal value 0.02 per share | PSQL | The Nasdaq Stock Market LLC | |
| Warrants, each whole warrant exercisable for one Ordinary<br>Share at an exercise price of 11.50 per share | PSQLW | The Nasdaq Stock Market LLC |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the shell company report:
On August 27, 2026, the issuer had 212,293,691 Ordinary Shares, nominal value €0.02 per share, outstanding.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☐
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☒ | Emerging growth company | ☒ |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
| U.S. GAAP ☐ | International Financial<br>Reporting Standards as issued by the International Accounting Standards Board ☒ | Other ☐ |
|---|
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☐
| EXPLANATORY NOTE | ii | ||
|---|---|---|---|
| CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | iii | ||
| PART I | 1 | ||
| ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS | 1 | |
| ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE | 1 | |
| ITEM 3. | KEY INFORMATION | 1 | |
| ITEM 4. | INFORMATION ON THE COMPANY | 3 | |
| ITEM 4A. | UNRESOLVED STAFF COMMENTS | 4 | |
| ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS | 4 | |
| ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES | 4 | |
| ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS | 5 | |
| ITEM 8. | FINANCIAL INFORMATION | 8 | |
| ITEM 9. | THE OFFER AND LISTING | 9 | |
| ITEM 10. | ADDITIONAL INFORMATION | 9 | |
| ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS | 11 | |
| ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES | 11 | |
| PART II | 11 | ||
| PART III | 12 | ||
| ITEM 17. | FINANCIAL STATEMENTS | 12 | |
| ITEM 18. | FINANCIAL STATEMENTS | 12 | |
| ITEM 19. | EXHIBITS | 12 |
i
On August 27, 2026 (the “Closing Date”), Pasqal Holding SA, a société anonyme organized under the laws of the Republic of France and formerly named Bleichroeder Acquisition France Merger Sub 2 (the “Company” or “New Pasqal”), consummated the previously announced business combination pursuant to the Agreement and Plan of Merger, dated as of February 28, 2026 (as amended, the “Business Combination Agreement”), by and among Bleichroeder Acquisition Corp. II, a Cayman Islands exempted company (“Bleichroeder”), Bleichroeder Acquisition France Merger Sub 2, a French société anonyme (“Merger Sub”), and Pasqal Holding SAS, a French société par actions simplifiée (“Legacy Pasqal”), which provided for, among other things and subject to the terms and conditions contained in the Business Combination Agreement, (i) the merger of Bleichroeder with and into Merger Sub (the “Reincorporation Merger”), with Merger Sub continuing as the surviving company (the “Bleichroeder Surviving Corporation”); (ii) the merger of Legacy Pasqal with and into the Bleichroeder Surviving Corporation by way of a merger by absorption (fusion-absorption) in accordance with Articles L. 236-1 et seq. of the French Commercial Code, with the Bleichroeder Surviving Corporation continuing as the surviving company and changing its name to “Pasqal Holding SA” (the “Merger” and, together with the Reincorporation Merger, the “Mergers”); and (iii) the listing of the Ordinary Shares and the Warrants for trading on The Nasdaq Stock Market LLC (“Nasdaq”). Capitalized terms used and not otherwise defined in this Shell Company Report on Form 20-F (the “Report”) have the respective meanings given to those terms in the Proxy Statement/Prospectus, as supplemented (the “Proxy Statement/Prospectus”), forming part of the Registration Statement on Form F-4 of the Company, as amended (File No. 333-296239) (the “Registration Statement”).
On the Closing Date, at the effective time of the Reincorporation Merger, (i) each then issued and outstanding Bleichroeder Class A Ordinary Share (excluding Treasury Shares and Redeeming Shares) and each then issued and outstanding Bleichroeder Class B Ordinary Share was cancelled and automatically converted into one ordinary share of the Bleichroeder Surviving Corporation (each an “Ordinary Share” and, collectively, the “Ordinary Shares”), and (ii) each then issued and outstanding whole warrant to purchase Bleichroeder Class A Ordinary Shares was converted into one warrant to purchase one Ordinary Share on the same terms and conditions existing prior to such conversion (the “Warrants”). At the effective time of the Merger, Legacy Pasqal was dissolved without liquidation (dissolution sans liquidation), together with the completion of a universal transfer of assets and liabilities (transmission universelle de patrimoine) pursuant to which New Pasqal succeeded to all of the rights and obligations of Legacy Pasqal, and, among other things: (a) each then issued and outstanding “Class Seed” ordinary share, common ordinary share, “Class A” ordinary share, “Class B” ordinary share and “Class C” ordinary share of Legacy Pasqal, in each case with a par value of €0.10 per share, was exchanged for Ordinary Shares using an exchange ratio of 22.736 (the “Exchange Ratio”), resulting in the issuance of 200,000,000 Ordinary Shares to the former shareholders of Legacy Pasqal; and (b) each then issued and outstanding equity warrant governed by French law (bons de souscription de parts de créateur d’entreprise) of Legacy Pasqal (the “Rollover BSPCEs”) was assumed by the Company and grants the right to subscribe for Ordinary Shares, with the number of shares adjusted to reflect the Exchange Ratio, on the same terms and conditions (including vesting, exercise period and expiration date) as were applicable immediately prior to the effective time of the Merger.
The Exchange Ratio was derived from the valeur réelle of Legacy Pasqal as a going concern, determined on the basis of a multi-criteria valuation negotiated at arm’s length, and was verified by an independent merger appraiser (commissaire à la fusion) appointed by court order, who reported on the value of the contributions and on the fairness of the exchange ratio.
In connection with the Business Combination, holders of 26,039,602 Bleichroeder Class A Ordinary Shares validly exercised their redemption rights, resulting in aggregate redemption payments of approximately $266,024,836 from the trust account established in connection with Bleichroeder’s initial public offering (the “Trust Account”). After giving effect to such redemptions, approximately $27,689,870 remained in the Trust Account and was released at the Closing. Substantially concurrently with the Closing, the Company consummated the March 2026 Financing, pursuant to which the Company issued $312.5 million aggregate principal amount of Senior Unsecured Convertible Bonds, initially convertible into 26,041,667 Ordinary Shares at an initial conversion price of $12.00 per Ordinary Share, together with 32,552,083 Investment Warrants exercisable at $12.00 per Ordinary Share, for an aggregate subscription price of $250.0 million, reflecting a 20% original issue discount in a private placement.
The Ordinary Shares and the New Pasqal public warrants are traded on Nasdaq under the symbols “PSQL” and “PSQLW,” respectively.
Except as otherwise indicated or required by context, references in this Report to “the Company,” “we”, “us”, or “our” refer to Pasqal Holding SA, a French société anonyme, together with its consolidated subsidiaries following the consummation of the Business Combination.
ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this Report and the documents incorporated by reference herein may constitute “forward-looking statements” for purposes of U.S. federal securities laws (collectively, “forward-looking statements”). Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect our current views with respect to, among other things, our capital resources, performance and results of operations. Likewise, all of our statements regarding anticipated growth in operations, anticipated market conditions, demographics and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “expected,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “anticipated,” “projected,” “future” or the negative version of these words or other comparable words or phrases.
The forward-looking statements contained in this Report and the documents incorporated by reference herein reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause actual results to differ significantly from those expressed in any forward-looking statement. In particular, this Report contains forward-looking statements pertaining to our strategy, future operations, financial position, projected costs, prospects and plans. We do not guarantee that the events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
| ● | general economic<br>uncertainty; |
|---|---|
| ● | our limited operating<br>history, concentrated customer base and early-stage commercial model, which make it difficult<br>to forecast our future results of operations and funding requirements; |
| --- | --- |
| ● | the possibility<br>that quantum computing may never become commercially viable or widely adopted, and that our<br>technology roadmap and the anticipated milestones and timing thereof may change; |
| --- | --- |
| ● | our need for a significant amount of additional capital to<br>pursue our business objectives, risks relating to our outstanding indebtedness and the risk that additional financing may not be available<br>on acceptable terms or at all, which could require us to delay, limit or substantially reduce our development efforts; |
| --- | --- |
| ● | the risk that our<br>technical roadmap and plans for commercialization involve technology that is still under<br>development and may not become available on the expected timeline or achieve the intended<br>performance level; |
| --- | --- |
| ● | our ability to<br>scale and adapt our business and existing technology, including our manufacturing capacity,<br>in a timely or cost-effective manner to meet customer and market demand; |
| --- | --- |
| ● | the effects of<br>competition on our future business; |
| --- | --- |
| ● | competition in<br>the quantum computing industry on a global scale, including the risk that competitors achieve<br>technological breakthroughs that render our systems obsolete or inferior, and competitive<br>pressures on our pricing; |
| --- | --- |
| ● | our dependence<br>on relationships with third-party providers, including cloud providers and suppliers of specialized<br>components such as laser systems, and the risk that any disruption of or interference with<br>our use of such providers would adversely affect our business; |
| --- | --- |
| ● | our reliance on<br>future collaborative partners and our ability to establish and maintain suitable strategic<br>partnerships; |
| --- | --- |
iii
| ● | our dependence<br>on our ability to attract and retain senior executive leadership and other key employees,<br>including quantum physicists, software engineers and other key technical personnel; |
|---|---|
| ● | our ability to<br>penetrate multiple markets, and the additional regulatory burdens and political, social and<br>geographical risks associated with our international operations and investment commitments<br>in France, the United States, Canada, Saudi Arabia and South Korea; |
| --- | --- |
| ● | restrictions or<br>delays in changes of control or significant investments in us due to French State influence<br>and French foreign investment regulations, and limitations on shareholder liquidity and transferability<br>of our securities arising therefrom; |
| --- | --- |
| ● | delays or limitations<br>in our strategic decision-making due to our governance structure and restrictions under French<br>law, including the strategic committee established at the level of Pasqal SAS and the business<br>allocation agreement; |
| --- | --- |
| ● | our ability to<br>obtain and maintain patent protection for our technology and the risk that the scope of patent<br>protection obtained is not sufficiently broad or robust, including risks arising from license<br>and co-ownership arrangements originating in academic research and from our use of open-source<br>software; |
| --- | --- |
| ● | cybersecurity,<br>physical hardware and human-related security risks that could result in significant operational<br>disruption, financial loss, legal liability or reputational harm; |
| --- | --- |
| ● | our dependence<br>on contracts with French and other governmental entities and the European Commission, which<br>are subject to public procurement processes, budgetary constraints and changes in government<br>priorities, and the risk that government grants may be reduced, cancelled or required to<br>be repaid; |
| --- | --- |
| ● | risks arising from<br>litigation, investigations and regulatory proceedings, including product liability claims<br>and environmental and safety regulation; |
| --- | --- |
| ● | our status as a foreign private issuer, which exempts us<br>from certain provisions applicable to United States domestic public companies and the additional costs we would incur if that status<br>were lost, and the difficulties investors may face in protecting their interests because we are organized under the laws of France, including<br>limitations on the ability to enforce rights through the U.S. federal courts; |
| --- | --- |
| ● | potential litigation,<br>governmental or regulatory proceedings, investigations or inquiries involving us, including<br>in relation to the Business Combination; |
| --- | --- |
| ● | international, national or local economic, social, political<br>or legal conditions that could adversely affect us and our business; |
| --- | --- |
| ● | the effectiveness<br>of our internal controls and our corporate policies and procedures; |
| --- | --- |
| ● | the impact of and<br>changes in governmental regulations or the enforcement thereof, tax laws and rates, including<br>French tax legislation, limitations on the deductibility of interest and on the use of our<br>tax loss carry-forwards, accounting guidance and similar matters in regions in which we operate<br>or will operate in the future; |
| --- | --- |
| ● | the volatility of the market price and liquidity of the Ordinary<br>Shares and the Warrants and our ability to maintain the listing of our Ordinary Shares and Warrants on Nasdaq and operate as a public<br>company; |
| --- | --- |
| ● | risks relating<br>to any unforeseen liabilities of the Company; |
| --- | --- |
iv
| ● | restrictions and oversight arising from our governance arrangements with Bpifrance Investissement SAS (“Bpifrance”) and under<br>French law, including the strategic committee of Pasqal SAS and the business allocation agreement; |
|---|---|
| ● | failure to obtain<br>lender consent, industry partner and other third-party consents and approvals, when required; |
| --- | --- |
| ● | changes in our<br>strategy, future operations, financial position, estimated revenues and losses, projected<br>costs, prospects and plans; |
| --- | --- |
| ● | our expectations<br>with respect to market opportunity and market growth; |
| --- | --- |
| ● | the expected benefits<br>of and ability to maintain and enter into new contracts, awards and other relationships,<br>partnerships or collaborations with other businesses, governments and government entities; |
| --- | --- |
| ● | the potential for<br>our quantum computing technology to achieve quantum advantage; |
| --- | --- |
| ● | expectations regarding<br>the time during which we will be an emerging growth company under the JOBS Act; |
| --- | --- |
| ● | expansion plans<br>and opportunities, including risks related to the rollout of the Company’s business<br>and expansion strategy; and |
| --- | --- |
| ● | the need to obtain<br>required approvals from regulatory authorities, including under French foreign investment<br>control and applicable export control regimes. |
| --- | --- |
The forward-looking statements contained herein may prove incorrect. These forward-looking statements speak only as of the date of this Report and are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements. For a further discussion of the risks and other factors that could cause our future results, performance or transactions to differ significantly from those expressed in any forward-looking statements, please see the section entitled “Risk Factors” in the Proxy Statement/Prospectus, which section is incorporated herein by reference and our filings with the U.S. Securities and Exchange Commission (www.sec.gov). There may be additional risks that we do not presently know or that we currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements.
Such forward-looking statements are based on a number of estimates and assumptions that we believe are reasonable when made including, but not limited to, the perceived benefits of the Business Combination; the effects of the Business Combination on Legacy Pasqal; assumptions that none of the risks identified in the Proxy Statement/Prospectus materialize; that there are no unforeseen changes to economic and market conditions, and no significant events occur outside the ordinary course of business. Such estimates and assumptions are made in light of the experience of management and its perception of historical trends, current conditions and expected future developments, as well as other factors believed to be appropriate and reasonable in the circumstances. However, there can be no assurance that such estimates and assumptions will prove to be correct.
Should one or more of these risks or uncertainties materialize, or should any of the assumptions made in making these forward-looking statements prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Report and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, these forward-looking statements should not be relied upon as guarantees of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual future results, levels of activity, performance and events and circumstances could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risks and uncertainties may emerge from time to time, and management cannot predict all risks and uncertainties. Except as required by applicable law, we do not undertake to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
v
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
A. Directors and Senior Management
Information regarding our directors and executive officers upon consummation of the Business Combination is included in the Proxy Statement/Prospectus under the sections entitled “Management of New Pasqal Following the Business Combination” and is incorporated herein by reference.
The business address for each of our directors and executive officers is 24, rue Emile Baudot, 91120 Palaiseau, France.
B. Advisers
Orrick, Herrington & Sutcliffe LLP has acted as counsel to Legacy Pasqal with respect to U.S. and French law and will continue to act as our counsel with respect to U.S. and French law following the completion of the Business Combination.
C. Auditors
Prior to the consummation of the Reincorporation Merger, Bleichroeder owned substantially all of the outstanding share capital of Bleichroeder Acquisition France Merger Sub 2 and, as such, the consolidated financial statements of Bleichroeder included the accounts of Bleichroeder and its subsidiary Bleichroeder Acquisition France Merger Sub 2.
PricewaterhouseCoopers Audit, the independent registered public accounting firm for Legacy Pasqal, has audited the consolidated financial statements of Pasqal SAS as of and for the years ended December 31, 2025 and December 31, 2024 and is expected to be New Pasqal’s auditor for the year ending December 31, 2026. The address of PricewaterhouseCoopers Audit is 63 rue de Villiers, 92208 Neuilly sur Seine, France.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
A. [Reserved]
B. Capitalization and Indebtedness
The following table sets forth our capitalization on an unaudited pro forma combined basis as of December 31, 2025, after giving effect to the Business Combination and the related transactions, and should be read together with the unaudited pro forma combined financial information of the Company as of and for the year ended December 31, 2025, prepared in accordance with Article 11 of SEC Regulation S-X and attached as Exhibit 15.1 to this Report.
| Legacy Pasqal (Historical) | Pro Forma Combined | |||
|---|---|---|---|---|
| (in thousands) | ||||
| Cash and cash equivalents | 73,762 | 343,758 | ||
| Equity | ||||
| Share capital | 715 | 4,246 | ||
| Share premium | 70,158 | 347,741 | ||
| Accumulated deficit | (32,533 | ) | (32,533 | ) |
| Other reserves | 49,601 | 63,509 | ||
| Loss for the year | (92,355 | ) | (418,089 | ) |
| Total equity | (4,415 | ) | (35,127 | ) |
| Debt | ||||
| Borrowings - current | 105,164 | 2,886 | ||
| Borrowings – non-current ^(1)^ | 7,640 | 286,169 | ||
| Warrant liabilities ^(2)^ | — | 124,254 | ||
| Total debt | 112,804 | 413,309 | ||
| Total Capitalization | 108,389 | 378,182 |
All values are in Euros.
| (1) | Includes €7.6 million of historical borrowings of Legacy Pasqal and €278.5 million fair value of the Senior Unsecured Convertible Bonds issued in connection with the consummation of the March 2026 Financing substantially concurrently with the Closing. |
|---|---|
| (2) | Includes €24.5 million fair value of Bleichroeder warrants issued in connection with Bleichroeder's initial public offering and €99.8 million fair value of the Investment Warrants issued in connection with the consummation of the March 2026 Financing substantially concurrently with the Closing. |
C. Reasons for the Offer and Use of Proceeds
Not applicable.
1
D. Risk Factors
The risk factors related to the business and operations of the Company are described in the Proxy Statement/Prospectus under the section entitled “Risk Factors”, which is incorporated herein by reference.
The following risk factors will replace the risk factors in the Proxy Statement/Prospectus titled “Foreign investment regulations may restrict or delay future changes in control or significant acquisitions of Pasqal” and “Pasqal may face limitations on shareholder liquidity and transferability of its securities due to French State interests and regulatory requirements”.
Foreign investment regulations may restrict or delay future changes in control or significant acquisitions of Pasqal.
Pasqal operates under a group structure that is subject to French foreign investment regulations, particularly in sectors deemed sensitive such as quantum technology and defense. Under French law, the direct or indirect acquisition of a significant interest in Pasqal by non-EU persons or entities (or by multiple non-EU acquirers acting in concert) is subject to prior authorization by the French Ministry of the Economy. These regulations are intended to protect French national interests and may apply to any future takeover, significant acquisition of its shares, or change of control involving Pasqal, provided the acquirers are non-EU entities.
Accordingly, any attempt by a non-EU investor (or by multiple non-EU acquirers acting in concert) to acquire a controlling stake or to cross the threshold of 10% or more of the voting rights may be delayed, restricted, or even prohibited by the French authorities. If a non-EU investor acquires 10% or more of Pasqal’s voting rights, without the prior authorization of the French Ministry of the Economy, such acquisition may be considered null and void under French law or such investor may lose its voting rights and/or rights to any dividends and be subject to fines or other criminal and civil liabilities. These restrictions may limit the ability of shareholders to freely transfer their shares or to effect a change of control, and may adversely affect the market value and liquidity of Pasqal’s securities.
Depending on where it operates, Pasqal may, in the future, also be subject to foreign investment regulations in other countries, with comparable consequences.
Pasqal may face limitations on shareholder liquidity and transferability of its securities due to French State interests and regulatory requirements.
Following the implementation of Regulation (EU) 2019/452 of 19 March 2019, the scope of French foreign investment screening has been expanded to cover additional economic sectors. Prior authorization from the French Minister of Economy is required for investments in companies that (i) participate in the exercise of public authority, even occasionally, (ii) may affect public order, public security or national defense interests, or (iii) are engaged in the research, production or trade of arms, ammunition, explosives or related materials.
Due to the presence of French State interests and the application of French foreign investment regulations, shareholders in Pasqal may face significant restrictions on the transfer of their shares or on the ability to effect a change of control. In particular, under the French foreign investment control regime, the direct or indirect acquisition by a non-EU acquirer (or by multiple non-EU acquirers acting in concert) of 10% or more of the voting rights of Pasqal, requires the prior authorization of the French Ministry of the Economy. This approval process may be lengthy, subject to conditions, or even denied, depending on the nature of the acquirer and the strategic importance of Pasqal’s business activities. See “Risk Factors — Risks Related to Litigation and Government Regulation — Foreign investment regulations may restrict or delay future changes in control or significant acquisitions of Pasqal.”
These restrictions may result in delays or prevent certain transactions from being completed, and may be outside the control of Pasqal or its shareholders. As a result, the liquidity and market value of Pasqal’s securities may be adversely affected, and shareholders may be unable to realize the full value of their investment or to exit their position in a timely manner. Furthermore, these regulatory requirements may limit Pasqal’s ability to attract new investors, pursue certain strategic transactions, or respond flexibly to changes in its shareholder base.
Depending on where its activities will develop, Pasqal may, in the future, also be subject to foreign investment regulations in other countries, with comparable consequences.
2
ITEM 4. INFORMATION ON THE COMPANY
A. History and Development of the Company
See the section entitled “Explanatory Note” in this Report for additional information regarding the Company and the Business Combination Agreement. Certain additional information about the Company is included in the Proxy Statement/Prospectus under the section entitled “Information About Legacy Pasqal” and is incorporated herein by reference. The material terms of the Business Combination are described in the Proxy Statement/Prospectus under the sections entitled “Questions and Answers About the Business Combination”, “The Business Combination Proposal,”, the “Business Combination Agreement”, “Certain Agreements Related to the Business Combination” and “Description of New Pasqal’s Securities”, each of which are incorporated herein by reference.
We are subject to certain of the informational filing requirements of the Exchange Act. Since we are a “foreign private issuer” as defined in Rule 405 under the Securities Act, we are exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act with respect to their purchase and sale of Ordinary Shares. In addition, we are not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. public companies whose securities are registered under the Exchange Act. However, we are required to file with the SEC an Annual Report on Form 20-F within four months of the close of each fiscal year ended December 31 containing financial statements audited by an independent registered public accounting firm, and to furnish reports on Form 6-K relating to certain material events. The SEC also maintains a website at https://www.sec.gov that contains reports and other information that we file with or furnish electronically to the SEC.
The Company was incorporated as a société anonyme under the laws of the Republic of France on May 19, 2026 under the name Bleichroeder Acquisition France Merger Sub 2 and is registered with the Trade and Companies Register of Paris under number 105 098 180. In connection with the Merger, the Company changed its name to “Pasqal Holding SA.” The mailing address of our principal executive office is 24, rue Emile Baudot, 91120 Palaiseau, France. Our telephone number is +33 (0) 7 49 63 73 31. Our website is https://www.pasqal.com. The information contained on the website does not form a part of, and is not incorporated by reference into, this Report.
B. Business Overview
Information regarding our business is included in the Proxy Statement/Prospectus, under the sections entitled “Information About Legacy Pasqal” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Legacy Pasqal,” each of which is incorporated herein by reference.
On August 24, 2026, Pasqal announced a memorandum of understanding with Eleven Ventures, a Kingdom of Saudi Arabia based investment platform and venture capital firm, to establish a commercial joint venture to deploy, commercialize and scale our quantum computing systems across the Kingdom of Saudi Arabia and the wider region. The joint venture is intended to deploy and operate our neutral-atom systems in the Kingdom, to bring our offerings to market for customers in the Kingdom and the wider region, and to develop local talent and expertise. In connection with the arrangement, HRH Abdulaziz bin Turki bin Talal Al Saud, the founder of Eleven Ventures, is expected to be appointed as Chairman of the Board of the joint venture entity, Pasqal Arabia.
The establishment of the joint venture remains subject to the approval of our board of directors and to the negotiation and execution of definitive agreements between the parties. Accordingly, there can be no assurance that definitive agreements will be entered into on the terms currently contemplated, or at all, or that the joint venture will be established or achieve the results currently anticipated.
On August 12, 2026, we entered into a research collaboration agreement with King Abdulaziz City for Science and Technology (“KACST”), represented by its National Center for Quantum Technologies, to advance research and development across multiple domains of quantum technology and to enhance quantum cryptography readiness in the Kingdom of Saudi Arabia. Under the agreement, our neutral-atom quantum processing technology and cloud services will be paired with KACST’s national research infrastructure to develop, test and validate quantum-safe cryptographic solutions, with the work to be carried out at the National Center for Quantum Technologies. Quantum cryptography is the first focus area of what the parties intend to be a broader multi-year research program, and the parties have expressed a shared objective of ultimately bringing commercial offerings to the Saudi market. The agreement complements our other activities in the Kingdom, including our deployment of QPUs with Saudi Arabian Oil Company.
The research collaboration agreement does not obligate either party to enter into any commercial arrangement, and there can be no assurance that the collaboration will result in commercially viable products or offerings, that any future phases of the research program will be agreed, or that we will realize the anticipated benefits of the collaboration.
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C. Organizational Structure
A description of the organizational structure of the Company is included in the Proxy Statement/Prospectus in the section entitled “Summary of the Proxy Statement/Prospectus—Organizational Structure” which is incorporated herein by reference. For more information regarding our subsidiaries, see "Exhibit 8.1-List of subsidiaries of Pasqal Holding SA"
D. Property, Plants and Equipment
Information regarding our facilities is included in the Proxy Statement/Prospectus under the section entitled “Information About Legacy Pasqal—Facilities” and is incorporated herein by reference.
ITEM 4A. UNRESOLVED STAFF COMMENTS
None.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The discussion and analysis of the financial condition and results of operations of Legacy Pasqal, whose operations comprise our ongoing operations following the Business Combination, is included in the Proxy Statement/Prospectus under the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Legacy Pasqal,” which is incorporated herein by reference.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Senior Management
Information regarding our directors and executive officers after the closing of the Business Combination is included in the Proxy Statement/Prospectus under the section entitled “Management of New Pasqal Following the Business Combination” and is incorporated herein by reference.
B. Compensation
Except as described below, information regarding the compensation of the directors and executive officers of the Company is included in the Proxy Statement/Prospectus under the section entitled “Executive Compensation” and is incorporated herein by reference.
C. Board Practices
Information regarding our board of directors following the Business Combination is included in the Proxy Statement/Prospectus under the section entitled “Management of New Pasqal Following the Business Combination” and is incorporated herein by reference.
D. Employees
Information regarding the employees of the Company is included in the Proxy Statement/Prospectus under the section entitled “Information About Legacy Pasqal – Employees and Human Capital Resources” and is incorporated herein by reference.
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E. Share Ownership
Information regarding the ownership of the Ordinary Shares by our directors and executive officers is set forth in Item 7.A of this Report.
F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation
Not applicable.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders
The following table and accompanying footnotes set forth information known to us regarding the actual beneficial ownership of the Ordinary Shares by:
| ● | each<br>person who is the beneficial owner of more than 5% of our outstanding Ordinary Shares; |
|---|---|
| ● | each<br>of our current directors and named executive officers; and |
| --- | --- |
| ● | all<br>of our directors and officers, as a group. |
| --- | --- |
The SEC has defined “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security. A shareholder is also deemed to be, as of any date, the beneficial owner of all securities that such shareholder has the right to acquire within 60 days after that date through (i) the exercise of any option, warrant or right, (ii) the conversion of a security, (iii) the power to revoke a trust, discretionary account or similar arrangement, or (iv) the automatic termination of a trust, discretionary account or similar arrangement. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, the Ordinary Shares subject to Rollover BSPCEs, options, Warrants, Investment Warrants, Senior Unsecured Convertible Bonds or other rights held by that person that are currently exercisable or convertible, or will become exercisable or convertible within 60 days thereafter, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person. Each person named in the table has sole voting and investment power with respect to all of the Ordinary Shares shown as beneficially owned by such person, except as otherwise indicated in the table or footnotes below.
The beneficial ownership of the Company is based on 212,293,691 Ordinary Shares issued and outstanding as of September 1, 2026 after giving effect to the Business Combination and after giving effect to redemptions by Bleichroeder’s public shareholders in connection with the consummation of the Business Combination. In computing the number of Ordinary Shares beneficially owned by a person and the percentage ownership of such person, we deemed to be outstanding all Ordinary Shares subject to the Rollover BSPCEs, options, Warrants, Investment Warrants and Senior Unsecured Convertible Bonds held by the person that are currently exercisable or convertible or exercisable or convertible within 60 days of September 1, 2026. We did not deem such shares outstanding, however, for the purpose of computing the percentage ownership of any other person. The table excludes the potential dilutive effect of 17,333,333 Ordinary Shares issuable upon exercise of the Warrants, 32,703,460 Ordinary Shares underlying the Rollover BSPCEs and assumed options, 26,041,667 Ordinary Shares issuable upon conversion of the Senior Unsecured Convertible Bonds and 32,552,083 Ordinary Shares issuable upon exercise of the Investment Warrants, in each case other than as reflected in the footnotes below.
Unless otherwise indicated and subject to applicable community property laws, we believe that all persons named in the table below have sole voting and investment power with respect to the Ordinary Shares beneficially owned by them. To our knowledge, none of the Ordinary Shares beneficially owned by any executive officer or director have been pledged as security. Unless otherwise indicated, the address of each shareholder named below is c/o Pasqal Holding SA, 24, rue Emile Baudot, 91120 Palaiseau, France.
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| Ordinary<br>Shares | % of<br>total<br>Ordinary<br>Shares | ||||
|---|---|---|---|---|---|
| Directors and Executive Officers^(1)^: | |||||
| Dr. Loïc Henriet^(2)^ | 4,283,671 | 2.0 | % | ||
| Dr. Wasiq Bokhari^(3)^ | 6,555,762 | 3.0 | % | ||
| Georges-Olivier Reymond^(4)^ | 22,231,152 | 10.5 | % | ||
| Stéphane Rougeot | — | * | |||
| Barbara Dalibard | — | * | |||
| Michel Combes^(5)^ | 4,011,667 | 1.9 | % | ||
| Andrew Gundlach^(6)^ | 4,011,666 | 1.9 | % | ||
| Michael Blitzer | — | * | |||
| Alain Aspect^(8)^ | 973,107 | * | |||
| Nicolas Berdou^(9)^ | — | * | |||
| Jean Raby | — | * | |||
| All Directors and Executive Officers as a Group (eleven individuals) | 42,067,025 | 18.7 | % | ||
| 5.0% or Greater Beneficial Owners: | |||||
| Investiqo SAS^(10)^ | 12,382,286 | 5.8 | % | ||
| Entities affiliated with Quantonation ^(11)^ | 24,448,402 | 11.5 | % | ||
| Runa Capital Fund III, L.P.^(12)^ | 18,961,944 | 8.9 | % | ||
| Entities affiliated with Bpifrance Investissement S.A.S.^(13)^ | 24,480,841 | 11.4 | % | ||
| Entities affiliated with Temasek ^(14)^ | 11,873,655 | 5.6 | % | ||
| EIC Fund^(15)^ | 14,510,094 | 6.8 | % | ||
| Inflection Point^(7)^ | 15,890,625 | 7.0 | % | ||
| * | Indicates<br>beneficial ownership of less than 1% of our outstanding Ordinary Shares. | ||||
| --- | --- | ||||
| (1) | Unless<br>otherwise indicated, the business address of each director and executive officer is 24, rue Emile Baudot, 91120 Palaiseau, France. | ||||
| --- | --- | ||||
| (2) | Consists of (i) 1,034,244 New Pasqal Ordinary Shares and (ii) an aggregate<br>of 3,249,427 New Pasqal Ordinary Shares underlying (i) 135,987 BSPCEs that are vested and exercisable as of the date hereof plus (ii)<br>6,932 BSPCEs that will become vested and exercisable within 60 days, with each BSPCE exercisable for a number of New Pasqal Ordinary Shares<br>equal to the Exchange Ratio. Upon consummation of the Business Combination and pursuant to the Business Combination Agreement, Dr. Henriet<br>acquired 332,753 BSPCEs exercisable for an aggregate of 7,565,520 New Pasqal Ordinary Shares, with the following vesting schedule:(i)<br>1,946 BSPCEs vesting on a monthly basis between July 1, 2024, and July 1, 2028, (ii) 1,442 BSPCEs vesting on a monthly basis between January<br>1, 2025, and January 1, 2029, and (iii) 3,544 BSPCEs vesting on a monthly basis between July 1, 2025, and July 1, 2029. | ||||
| --- | --- | ||||
| (3) | Consists of an aggregate of 6,555,762 New Pasqal Ordinary Shares underlying<br>(i) 274,476 BSPCEs that are vested and exercisable as of the date hereof plus (ii) 13,865 BSPCEs that will become vested and exercisable<br>within 60 days, with each BSPCE exercisable for a number of New Pasqal Ordinary Shares equal to the Exchange Ratio. Upon consummation<br>of the Business Combination and pursuant to the Business Combination Agreement, Dr. Bokhari acquired 665,507 BSPCEs exercisable for an<br>aggregate of 15,131,063 New Pasqal Ordinary Shares, with the following vesting schedule: (i) 4,100 BSPCEs vesting on a monthly basis between<br>July 1, 2024, and July 1, 2028, (ii) 2,885 BSPCEs vesting on a monthly basis between January 1, 2025, and January 1, 2029, and (iii) 6,880<br>BSPCEs of vesting on a monthly basis between July 1, 2025, and July 1, 2029. | ||||
| --- | --- |
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| (4) | Consists of 22,231,152 New Pasqal Ordinary Shares, consisting of (i)<br>22,185,680 New Pasqal Ordinary Shares and (ii) 45,472 New Pasqal Ordinary Shares underlying 2,000 BSPCEs that are vested and exercisable<br>as of the date hereof. Upon consummation of the Business Combination and pursuant to the Business Combination Agreement, Mr. Reymond acquired<br>8,000 BSPCEs exercisable for an aggregate of 181,889 New Pasqal Ordinary Shares, vesting annually in four equal installments between March<br>15, 2026 and March 15, 2029.Mr. Reymond has sole voting and dispositive power over the New Pasqal Ordinary Shares disclosed herein. |
|---|---|
| (5) | The shares disclosed for Mr. Combes are held of record by MC Advisory<br>LLC- FZ, consisting of (1) 2,511,667 New Pasqal Ordinary Shares and (2) 1,500,000 New Pasqal Ordinary Shares underlying 1,500,000 New<br>Pasqal Warrants that were formerly Bleichroeder private placement warrants. Michel Combes is the manager of MC Advisory L.L.C-FZ and holds<br>sole voting and investment discretion with respect to the ordinary shares held of record by MC Advisory LLC- FZ. |
| --- | --- |
| (6) | The<br>shares disclosed for Mr. Gundlach consist of (A) 50,233 New Pasqal Ordinary Shares and 30,000 New Pasqal Ordinary Shares underlying 30,000<br>New Pasqal Warrants that were formerly Bleichroeder private placement warrants held in his personal capacity and (B) 2,461,433 New Pasqal<br>Ordinary Shares and 1,470,000 New Pasqal Ordinary Shares underlying 1,470,000 New Pasqal Warrants that were formerly Bleichroeder private<br>placement warrants held of record by ASG 2019 IRRV TR. Mr. Gundlach holds sole voting and investment discretion with respect to the ordinary<br>shares held of record by ASG 2019 IRRV TR. |
| --- | --- |
| (7) | Shares are held of record by Inflection Point Fund I LP, or Inflection<br>Point. Consists of (i) 2,000,000 New Pasqal Ordinary Shares, (ii) 1,000,000 New Pasqal Ordinary Shares underlying New Pasqal Warrants<br>that were formerly Bleichoeder private placement warrants, (iii) 5,729,167 shares of New Pasqal Ordinary Shares estimated to be issued<br>to Inflection Point Fund pursuant to the terms of the Senior Unsecured Convertible Bond it holds, at the initial conversion price of $12.00,<br>(ii) 7,161,458 shares of New Pasqal Ordinary Shares issuable upon exercise of the Investment Warrants. Inflection Point Asset Management<br>LLC and Inflection Point GP I LLC are the investment manager and general partner, respectively, of Inflection Point. Voting and dispositive<br>power over securities beneficially owned by Inflection Point are vested in an investment committee of three members, including Michael<br>Blitzer, a director of New Pasqal, Kevin Shannon, who assisted New Pasqal with the Business Combination, and a third individual who does<br>not have, and has not had during the past three years, any relationship with New Pasqal or any of its predecessors or affiliates. Under<br>the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by two<br>or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, none of the individuals<br>is deemed a beneficial owner of the entity’s securities. |
| --- | --- |
| (8) | Consists<br>of 973,107 New Pasqal Ordinary Shares acquired by Mr. Aspect in the Business Combination. Mr. Aspect has sole voting and dispositive<br>power over the New Pasqal Ordinary Shares disclosed herein. |
| --- | --- |
| (9) | Mr. Berdou<br>does not beneficially own any New Pasqal Ordinary Shares in his individual capacity. Mr. Berdou serves on the New Pasqal Board as<br>the permanent representative (représentant permanent) of Bpifrance, the legal entity (personne morale) designated<br>as a director. Mr. Berdou disclaims beneficial ownership of the New Pasqal Ordinary Shares beneficially owned by the entities affiliated<br>with Bpifrance described herein. |
| --- | --- |
| (10) | Investiqo<br>SAS is a French société par actions simplifiée having its registered office located at 7, avenue de la Grande Armée –<br>75116 Paris, registered with the Paris Trade and Companies Register under the number 848 432 134, represented by Mr. Christophe Jurczak.<br>Investiqo SAS has sole voting and dispositive power over the New Pasqal Ordinary Shares disclosed herein. |
| --- | --- |
| (11) | Consists of (i) 21,924,691 shares held by QUANTONATION 1, a French<br>fonds professionnel de capital investissement having its registered office located at 58, rue d’Hauteville – 75010 Paris under<br>registration with the French Market Authority under number GP-202211 and represented by Quantonation Ventures SAS, a French société<br>par actions simplifiée having its registered office located at 58, rue d’Hauteville – 75010 Paris, registered<br>with the Paris Trade and Companies Register under number 849 813 522, itself represented by Mr. Olivier Tonneau, in which QUANTONATION<br>1 has sole voting and dispositive power over such New Pasqal Ordinary Shares, (ii) 322,853 New Pasqal Ordinary Shares held by Quantonation<br>Co-Investment SPV I, LLC and (iii) 2,200,858 New Pasqal Ordinary Shares held by FPCI Quantonation Co-Investment SPV II, LLC. |
| --- | --- |
| (12) | Runa Capital Fund III, L.P. is an exempted limited partnership organized under the laws of the Cayman Islands,, having its registered office at 4th Floor, Harbour Place, 103 South Church Street, Grand Cayman KY1-1102, Cayman Islands, whose identification number is HS-100958.Runa Capital Fund III, L.P. is represented by its general partner Runa Capital III (GP) who has the sole voting and dispositive power over the New Pasqal Ordinary Shares disclosed herein. All investment and voting decisions relating to the New Pasqal Ordinary Shares by Runa Capital III (GP). are made by its investment committee. The investment committee is comprised of Andrey Bliznyuk, Dmitry Chikhachev, Dmitry Galperin and Ilya Zubarev. Voting and investment decisions of the investment committee requires an affirmative vote of at least three of the foregoing individuals. Accordingly, none of the individuals is deemed a beneficial owner of the New Pasqal Ordinary Shares under the so-called “rule of three”. |
| --- | --- |
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| (13) | Consists of (x) 15,936,582 New Pasqal Ordinary Shares held by FPS<br>Fonds Innovation Défense and (y) 6,200,510 New Pasqal Ordinary Shares held by FPS Bpifrance Innovation I, Compartiment B<br>Large Venture 2 (together, the “Bpifrance Funds”). Each of the Bpifrance Funds is a French fonds d’investissement<br>professionnel spécialisé, represented by its management company, Bpifrance Investissement S.A.S., a French<br>société par actions simplifiée having its registered office located at 27-31, avenue du Général<br>Leclerc, 94710 Maisons-Alfort Cedex, registered with the Créteil Trade and Companies Registry under number 433 975 224.<br>Bpifrance Investissement S.A.S., as management company of each of the Bpifrance Funds, has sole voting and dispositive power over the New<br>Pasqal Ordinary Shares disclosed herein and may be deemed to beneficially own such shares. Bpifrance Investissement S.A.S. is a<br>wholly-owned subsidiary of Bpifrance Participations, which is itself a wholly-owned subsidiary of Bpifrance S.A., which is<br>jointly controlled by the French State and the Caisse des Dépôts et Consignations, each having its principal business<br>address at 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. The shares reported for the<br>Bpifrance Funds also include (i) 1,041,666 New Pasqal Ordinary Shares estimated to be issued to FPS Bpifrance Innovation I,<br>Compartiment B Large Venture 2 pursuant to the terms of the Senior Unsecured Convertible Bonds it holds, at the initial conversion<br>price of $12.00, and (ii) 1,302,083 New Pasqal Ordinary Shares issuable upon exercise of the Investment Warrants it holds. Bpifrance has the right to designate one member of the New Pasqal Board which right was documented in the Bpifrance Board<br>Representation Letter entered into at the Closing. The board seat designated by Bpifrance is held by a legal entity<br>(personne morale), which, in accordance with French law, has appointed Nicolas Berdou as its permanent representative<br>(représentant permanent), whose business address is 6-8, Boulevard Haussmann, 75009 Paris, France. |
|---|---|
| (14) | Consists<br>of (i) 10,504,462 New Pasqal Ordinary Shares held by Franklin Investments Pte. Ltd. (“Franklin”), a Singaporean private company<br>limited by shares with unique entity number (UEN) 201628627C and a wholly-owned subsidiary of Temasek Holdings (Private) Limited<br>(“Temasek”) by which Temasek may be deemed to beneficially own the shares held by Franklin by virtue of its ownership and<br>control of Franklin and (ii) 1,369,193 New Pasqal Ordinary Shares held by Rosa Investments Pte. Ltd., a wholly-owned subsidiary<br>of Temasek. The address of each entity is 60B Orchard Road, #06-18 The Atrium@Orchard, Singapore 238891. |
| --- | --- |
| (15) | Alter Domus Management Company S.A. serves as the alternative investment<br>fund manager of EIC Fund. The principal business address of EIC Fund is 15, Boulevard Friedrich Wilhelm Raiffeisen, L-2411 Luxembourg.<br>EIC Fund has the right to designate one member of the New Pasqal Board, which right was documented in the EIC Board Representation Letter<br>entered into at the Closing. The board seat designated by EIC Fund is initially held by Jean Raby. |
| --- | --- |
B. Related Party Transactions
Information regarding certain related party transactions is included in the Proxy Statement/Prospectus under the sections entitled “Certain Relationships and Related Party Transactions” and “Certain Agreements Related to the Business Combination” and is incorporated herein by reference.
C. Interests of Experts and Counsel
None/Not applicable.
A. Consolidated Statements and Other Financial Information
See Item 18 of this Report for consolidated financial statements and other financial information.
Legal Proceedings
From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not currently a party to any legal proceedings, the outcome of which, if determined adversely to us, would individually or in the aggregate have a material adverse effect on our business, results of operations, financial condition or cash flows. There is no material litigation, arbitration or governmental proceeding currently pending against us or any member of our management team in their capacity as such.
Dividend Policy
Information regarding New Pasqal’s policy on dividends is included in the Proxy Statement/Prospectus under the section entitled “Description of New Pasqal’s Securities” and in “Risk Factors-- It is not expected that Pasqal will pay dividends in the foreseeable future after the Business Combination” and is incorporated herein by reference.
B. Significant Changes
None.
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A. Offer and Listing Details
Nasdaq Listing of Ordinary Shares and Warrants
The Ordinary Shares and the New Pasqal Warrants are listed on Nasdaq under the symbols “PSQL” and “PSQLW,” respectively. Holders of Ordinary Shares and New Pasqal Public Warrants should obtain current market quotations for their securities. There can be no assurance that the Ordinary Shares and/or the New Pasqal Warrants will remain listed on Nasdaq. If New Pasqal fails to comply with the Nasdaq listing requirements, the Ordinary Shares and/or the New Pasqal Warrants could be delisted from Nasdaq. A delisting of the Ordinary Shares and/or the New Pasqal Warrants will likely affect their liquidity and could inhibit or restrict the ability of New Pasqal to raise additional financing.
Lock-up Agreements
Information regarding the lock-up restrictions applicable to the Ordinary Shares is included in the Proxy Statement/Prospectus under the section entitled “Shares Eligible for Future Sale” and is incorporated herein by reference.
B. Plan of Distribution
Not applicable.
C. Markets
The Ordinary Shares and the New Pasqal Warrants are listed on Nasdaq under the symbols “PSQL” and “PSQLW,” respectively. There can be no assurance that the Ordinary Shares and/or the New Pasqal Warrants will remain listed on Nasdaq. If New Pasqal fails to comply with the Nasdaq listing requirements, the Ordinary Shares and/or the New Pasqal Warrants could be delisted from Nasdaq. A delisting of the Ordinary Shares and/or the New Pasqal Warrants will likely affect their liquidity and could inhibit or restrict the ability of New Pasqal to raise additional financing.
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
A. Share Capital
As of the date of this Report, there were 212,293,691 Ordinary Shares outstanding. All shares presently issued are fully paid. In connection with the Business Combination, Bleichroeder shareholders approved a delegation of authority to the New Pasqal Board, to (i) increase or decrease New Pasqal’s authorized share capital, for a period of up to twenty-six (26) months following the Closing, and (ii) reduce the par value of the New Pasqal Ordinary Shares, for a period of up to twelve (12) months following the Closing, in each case subject to applicable French law and the limitations set forth in the New Pasqal Articles of Association.
Additionally, there were 17,333,333 New Pasqal Warrants outstanding, each of which entitle the holder to purchase one Ordinary Share at an exercise price of $11.50 per share.
In connection with the transactions contemplated by the Business Combination, Bleichroeder and Merger Sub entered into a Securities Purchase Agreement with certain Investors pursuant to which the Investors agreed to subscribe for $312.5 million aggregate principal amount of Senior Unsecured Convertible Bonds convertible into New Pasqal Ordinary Shares and Investment Warrants to subscribe up to a number of New Pasqal Ordinary Shares equal to 125% of the total number of New Pasqal Ordinary Shares into which the Senior Unsecured Convertible Bonds are initially convertible. Based on the initial conversion price of $12.00, the Senior Unsecured Convertible Bonds are initially convertible into an aggregate of 26,041,667 New Pasqal Ordinary Shares and the Investment Warrants are immediately exercisable for an aggregate of 32,552,083 New Pasqal Ordinary Shares, each subject to adjustment as detailed in the Securities Purchase Agreement.
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Information regarding our share capital is included in the Proxy Statement/Prospectus under the section entitled “Description of New Pasqal’s Securities”, “The Governing Documents Proposal” and “The Advisory Governing Documents Proposals” and is incorporated herein by reference.
B. Memorandum and Articles of Association
Information regarding certain material provisions of our articles of association (statuts) and the New Pasqal Board Internal Regulations is included in the Proxy Statement/Prospectus under the sections entitled “Description of New Pasqal’s Securities”, “The Business Combination Agreement-Management of New Pasqal”, “Advisory Governing Documents Proposals”, the “Governing Documents Proposal”, and “Comparison of Shareholders’ Rights” and is incorporated herein by reference.
C. Material Contracts
Information regarding certain material contracts is included in the Proxy Statement/Prospectus under the sections entitled “The Business Combination Proposal,” “Certain Agreements Related to the Business Combination”, “Information about Legacy Pasqal” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Legacy Pasqal” and is incorporated herein by reference.
D. Exchange Controls and Other Limitations Affecting Security Holders
Under current French foreign exchange control regulations there are no limitations on the amount of cash payments that we may remit to residents of foreign countries. Laws and regulations concerning foreign exchange controls do, however, require that all payments or transfers of funds made by a French resident to a non-resident be handled by an accredited intermediary. All registered banks and substantially all credit institutions in France are accredited intermediaries.
E. Taxation
Information regarding (i) certain U.S. federal income tax consequences of owning and disposing of Ordinary Shares and Warrants is included in the Proxy Statement/Prospectus under the section entitled “Material U.S. Federal Income Tax Considerations” and (ii) certain French tax consequences of owning and disposing of Ordinary Shares and Warrants is included in the Proxy Statement/Prospectus under the section entitled “French Tax Considerations,” and is incorporated herein by reference.
F. Dividends and Paying Agents
Information regarding New Pasqal’s policy on dividends is included in the Proxy Statement/Prospectus under the section entitled “Description of New Pasqal’s Securities” and in “Risk Factors-- It is not expected that Pasqal will pay dividends in the foreseeable future after the Business Combination” and is incorporated herein by reference. New Pasqal has not identified a paying agent.
Continental Stock Transfer & Trust Company ceased serving as Transfer Agent and Warrant Agent for Bleichroeder in connection with the consummation of the Business Combination, and Computershare Inc. now serves as transfer agent and warrant agent for the New Pasqal Ordinary Shares and New Pasqal Warrants.
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G. Statement by Experts
The consolidated financial statements of Pasqal SAS and its subsidiaries incorporated in this Form 20-F by reference to Pasqal Holding SA’s Proxy Statement/Prospectus dated August 5, 2026, as supplemented, have been so incorporated in reliance on the report of PricewaterhouseCoopers Audit, an independent registered public accounting firm, given on the authority of said firm as experts in accounting and auditing.
The consolidated financial statements of Bleichroeder Acquisition Corp. II at December 31, 2025, and for the period from August 27, 2025 (inception) through December 31, 2025, appearing in the Proxy Statement/Prospectus have been audited by WithumSmith+Brown, PC, an independent registered public accounting firm, as set forth in its report thereon and have been incorporated by reference herein in reliance upon such report given on the authority of such firm as an expert in accounting and auditing.
H. Documents on Display
We are subject to the informational requirements of the Exchange Act. Accordingly, we are required to file reports and other information with the SEC, including Annual Reports on Form 20-F and Reports on Form 6-K. The SEC maintains a website at https://www.sec.gov that contains reports, proxy and information statements and other information we have filed electronically with the SEC. As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.
We also make available on our website, free of charge, our Annual Report and the text of our Reports on Form 6-K, including any amendments to these reports, as well as certain other SEC filings, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Our website is https://www.pasqal.com. The reference to our website is an inactive textual reference only, and information contained therein or connected thereto is not incorporated into this Report.
Documents concerning the Company referred to in this Report may be inspected at our registered office at 24, rue Emile Baudot, 91120 Palaiseau, France.
I. Subsidiary Information
Not Applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
Information regarding quantitative and qualitative disclosure about market risk is included in the Proxy Statement/Prospectus under the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Legacy Pasqal—Quantitative and Qualitative Disclosures About Market Risk” and is incorporated herein by reference.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Information regarding the New Pasqal Warrants, Rollover BSPCEs, Senior Unsecured Convertible Bonds and Investment Warrants is included in the Proxy Statement/Prospectus under the section entitled “Description of New Pasqal’s Securities” and is incorporated herein by reference.
Not applicable.
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See Item 18.
The audited consolidated financial statements of Pasqal SAS as of and for the years ended December 31, 2025 and December 31, 2024, and the related notes thereto are incorporated by reference to pages F-41 to F-97 of the Proxy Statement/Prospectus.
The audited financial statements of Bleichroeder Acquisition Corp. II as of December 31, 2025 and for the period from August 27, 2025 (inception) through December 31, 2025, and the related notes thereto, are incorporated by reference to pages F-22 to F-40 of the Proxy Statement/Prospectus.
The unaudited condensed consolidated financial statements of Bleichroeder Acquisition Corp. II are incorporated by reference to pages F-2 to F-21 of the Proxy Statement/Prospectus and pages 1-20 in the Quarterly Report on Form 10-Q filed by Bleichroeder Acquisition Corp. II with the SEC on August 13, 2026, respectively.
The unaudited pro forma condensed combined financial statements of New Pasqal are attached as Exhibit 15.1 to this Report.
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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this report on its behalf.
| Pasqal Holding SA | ||
|---|---|---|
| September 2, 2026 | By: | /s/ Wasiq Bokhari |
| Name: | Dr. Wasiq Bokhari | |
| Title: | Chief Executive Officer |
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Exhibit 1.1
Annex H-1
Translation for information purposes only (French version prevailing in all cases)
pasqal Holding Public limited company with a capital of EUR 4,245,873.82 24, rue Emile Baudot – 91120 Palaiseau 105 098 180 RCS Evry
(the “Company”)
ARTICLES OF ASSOCIATION
_______________________________________
Articles of association amended on August 27, 2026
Certified true copy of the original by Wasiq BOKHARI, CEO (Directeur Général)
/s/ Wasiq BOKHARI
Article 1 - Corporate form
The Company is a public limited company governed by the applicable laws and regulations as well as by these articles of association.
Article 2 - Corporate name
The corporate name is:
pasqal Holding
All deeds and documents issued by the Company must mention the corporate name, immediately preceded or followed by the words “public limited company” or the acronym “S.A.”, as well as the amount of the share capital, the place and the registration number of the Company in the Trade and Companies Register.
Article 3 - Corporate purpose
The Company’s corporate purpose, directly or indirectly, in France and abroad:
| - | the study, design, manufacture, marketing, distribution, development,<br>operation and maintenance of computer software, systems, components, solutions and hardware and simulators, the production of prototypes<br>and technological or innovative products or elements relating to the use of neutral atoms manipulated by laser, including the exploitation<br>and commercialization of research for this purpose, patents and know-how related to these concepts and technologies; |
|---|---|
| - | consulting in the field of quantum computing, quantum information<br>science and lasers; |
| --- | --- |
| - | the provision of engineering, research and consulting in quantum<br>computing, quantum simulation, and new quantum information technologies, consulting and assistance in this field; |
| --- | --- |
| - | the study, design, manufacture, prototyping and marketing of<br>technological or innovative solutions, systems and hardware and computer equipment; |
| --- | --- |
| - | research and development in all the aforementioned matters; |
| --- | --- |
| - | the taking, filing, registration, acquisition, exploitation,<br>maintenance or transfer of all processes, patents, trademarks and more generally any intellectual property rights relating to the aforementioned<br>matters; |
| --- | --- |
| - | the acquisition of all interests and participations in equity<br>and quasi-equity, including the full holding of the capital of one or more commercial, industrial, financial or other companies, French<br>or foreign, whatever their purpose, created or to be created, by any means and in any form whatsoever (in particular by way of creation,<br>contribution, subscription, purchase of shares or stock, merger, joint venture or grouping), the administration, management, control<br>and development of said interests and shareholdings; |
| --- | --- |
| - | the management, sale and consolidation of these interests and<br>participations; |
| --- | --- |
| - | and more generally all economic, legal, industrial, commercial,<br>civil, financial, movable or immovable transactions directly or indirectly related to its corporate purpose, or any similar, related<br>or complementary objects or likely to promote its extension or development. |
| --- | --- |
The Company may act, both in France and abroad, on its own behalf or on behalf of third parties, either alone or in partnership, joint venture, economic interest grouping, or company, with any other companies or individuals, and may carry out, in any form whatsoever, directly or indirectly, operations falling within its corporate purpose.
Article 4 - Head office
The registered office is located at:
24, rue Emile Baudot – 91120 Palaiseau
The transfer of the Company’s registered office may only be decided by the extraordinary general meeting acting in accordance with the conditions provided for by law and these articles of association.
Article 5 - Duration
The duration of the Company is 99 years from its registration in the Trade and Companies Register, except in cases of extension or early dissolution.
Article 6 - Share capital
The share capital is set at the sum of four million two hundred forty-five thousand eight hundred seventy-three euros and eighty-two cents (€4,245,873.82).
It is divided into two hundred twelve million two hundred ninety-three thousand six hundred ninety-one (212,293,691) ordinary shares with a nominal value of two cents (€0.02) each, fully paid up.
Article 7 - Modification of the share capital
The share capital may be increased, reduced or depreciated under the conditions provided for by the applicable laws and regulations.
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Article 8 - Payment of shares
In the event of a capital increase, the cash shares must, at the time of subscription, be paid up of the minimum amount provided for by laws and regulations. Partially paid-up shares are registered until they are fully paid up. The surplus is paid up in one or more instalments by decision of the board of directors within a maximum period of five years from the day on which the capital increase became final.
Calls for funds are brought to the attention of subscribers by registered letter with acknowledgement of receipt sent at least fifteen days before the date set for each payment. Payments are made either at the registered office or at any other place indicated for this purpose.
If the shareholder fails to make payment by the dates set by the board of directors, the amounts due shall, by operation of law, bear interest at the legal interest rate, from the due date, without prejudice to the other remedies and penalties provided for by the laws and regulations, the Company being able in particular to sell the securities not paid up from the payments due.
Article 9 - Form of shares
The shares must be registered. They shall be recorded in an individual account under the conditions and in accordance with the procedures provided for by the laws and regulations.
Article 10 - Indivisibility of shares
The shares are indivisible with respect to the Company. The co-owners of undivided shares are represented at general meetings by one of them or by a sole proxy. In the event of disagreement, the representative is appointed in court at the request of the most diligent co-owner.
The voting rights attached to the share belong to the usufructuary (usufruitier) in ordinary general meetings and to the bare owner (nu-propriétaire) in extraordinary general meetings.
Article 11 - Transfer and transmission of shares
Shares are freely transferable.
The transfer of shares is carried out by transfer from account to account, in accordance with the terms and conditions defined by the applicable laws and regulations.
The shares may be leased or loaned under the conditions provided for by the applicable laws and regulations.
Article 12 - Rights and obligations attached to the shares
Each share gives its holder a simple right to vote at general meetings.
Each share entitles its holder to a proportional share of the profits and of the Company’s assets corresponding to the portion of capital it represents. Ownership of a share automatically implies adherence to the articles of association and the decisions of the general meeting. Shareholders shall bear losses only up to the amount of their contributions.
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The heirs, creditors, assigns or other representatives of a shareholder may not request the sealing of the Company’s assets and securities, nor request their division or sale, nor interfere in the acts of its administration; in exercising their rights, they must refer to the corporate inventories and the decisions of the general meeting.
Whenever it is necessary to own several shares in order to exercise any right, in the event of an exchange, consolidation or allocation of shares, or as a result of an increase or reduction of capital, a merger or other corporate operation, the owners of individual shares or of a number of shares fewer than required may exercise this right only on condition that they are personally involved in the grouping and, possibly, the purchase or sale of the necessary number of shares.
Article 13 - Organization and functioning of the board of directors
13.1. Composition
The Company shall be managed by a board of directors composed of up to eighteen (18) members, appointed by the general meeting, who may be either individuals or legal entities.
Directors who are legal entities are required, at the time of their appointment, to appoint a permanent representative who is subject to the same conditions and obligations and who incurs the same civil and criminal liabilities as if he/she were a director in his own name, without prejudice to the joint and several liability of the legal entity he/she represents. This mandate of permanent representative is given to him/her for the duration of that of the legal entity he/she represents; it must be renewed each time the latter’s term of office is renewed.
When the legal entity dismisses its representative, it is required to notify the Company of this dismissal without delay by registered letter and to appoint, in accordance with the same procedures, a new permanent representative; the same applies in the event of the death or resignation of the permanent representative.
13.2. Duration of office
The term of office of the directors shall be three (3) years; it expires at the end of the general meeting which decides on the accounts for the past financial year and held in the year in which their term of office expires.
Directors are always eligible for re-election.
The board of directors shall be renewed annually on a rotating basis, such that this rotation applies to a portion of the members of the board of directors.
As an exception, the general meeting may, for the purpose of implementing or maintaining the rotation referred to, appoint one or more directors for a different term not exceeding three (3) years or reduce the term of office of one or more incumbent directors to a term of less than three (3) years, in order to allow for a staggered renewal of the terms of office of directors.
The term of office of any director so appointed or whose term of office has been modified to a term not exceeding three (3) years shall end at the conclusion of the general meeting that approves the financial statements for the previous fiscal year and is held in the year in which their term of office expires.
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13.3. Vacancy - Co-optation
In the event of a vacancy due to the death or resignation of one or more directorships, the board of directors may, between two general meetings, make provisional appointments.
However, if the number of directors in office is less than the minimum required by laws and regulations, the general meeting will be convened in accordance with the terms and conditions provided for by the laws and regulations for the purpose of completing the number of members of the board of directors.
Provisional appointments made by the board of directors are subject to ratification at the next general meeting. In the absence of ratification, the deliberations taken and the acts previously carried out by the board of directors shall nevertheless remain valid.
The director appointed to replace another director shall remain in office only for the remainder of the term of office of his predecessor.
13.4. Remuneration
The general meeting shall set the amount of the remuneration of the directors in respect of their duties. The board of directors, following an express deliberation, shall distribute this remuneration freely among the directors, subject to the applicable legislative and regulatory provisions.
Expenses incurred by the directors in the performance of their duties and in the interest of the Company shall be reimbursed by the Company upon submission of supporting documents.
13.5. Censors
The board of directors may appoint one or more censors chosen from among the shareholders, individuals or legal entities, or from outside them.
The term of office of the censors is set by the board of directors but may not exceed two (2) years; it expires at the end of the general meeting which decides on the accounts for the past financial year and held in the year in which their term of office expires. The censors are always eligible for re-election.
The censors may be dismissed by the board of directors at any time, without reason or compensation.
In the event of the death, resignation or termination of office of a censor for any other reason, the board of directors may replace him/her for the remainder of his or her term of office.
The censors are called upon to attend meetings of the board of directors as observers and may be consulted by the board of directors or by its chairman. They may not take part in the vote on the deliberations of the board of directors.
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Article 14 - Chairman of the board of directors
The board of directors elects its chairman from among its natural person members. He/she is elected for the entire duration of his/her term of office as a director and is eligible for re-election.
The chairman of the board of directors shall be subject to the age limit of eighty-five (85) years. If he/she exceeds this age limit, he/she is deemed to have resigned automatically at the end of the general meeting called to approve the accounts for the financial year in which it was reached.
In the event of separation of the functions of chairman of the board of directors and managing director, either of them must in all circumstances be a citizen of a Member State of the European Union, have a fluent command of the French language and have a solid knowledge of the French and European legal environment.
In the event of combining the functions of chairman of the board of directors and managing director, the chairman of the board of directors and managing director must in all circumstances be a citizen of a Member State of the European Union, have a fluent command of the French language and have a solid knowledge of the French and European legal environment.
The board of directors determines the remuneration of the chairman.
Article 15 - Meeting of the board of directors
15.1. Convening and holding of meetings of the board of directors
The board of directors shall meet as often as the interest of the Company requires, at the invitation of its chairman.
Invitations to meetings shall be sent three days before the meeting in writing, including by email and shall mention the agenda of the meeting. They can be carried out without delay and by any means, even verbally, in case of emergency.
The meeting of the board of directors shall be held at the registered office or at any other place indicated in the notice of meeting.
The board of directors will adopt internal regulations that it can modify by its simple decision.
15.2. Quorum and majority
The board of directors shall deliberate validly only if at least half of its members are present, deemed to be present or represented.
The board of directors has the right to allow its members to participate in the deliberations by means of videoconference or telecommunication allowing their identification and guaranteeing their effective participation. They are then deemed to be present for the calculation of the quorum and the majority. These means transmit at least the voice of the participants and meet the technical characteristics allowing the continuous and simultaneous transmission of the deliberations.
Any director may give, even by letter, or email, power of attorney to one of his colleagues to represent him at a meeting of the board of directors, but each director may represent only one of his colleagues.
Decisions are taken by a majority of the directors present, deemed to be present or represented. In the event of a tie, the chairman of the meeting shall have the casting vote.
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15.3. Attendance register
An attendance register shall be kept, which shall be signed by the directors present at the meeting of the board of directors and which shall mention, where applicable, the participation of directors by videoconference or telecommunication.
15.4. Minutes
The deliberations of the board of directors shall be recorded in minutes drawn up in accordance with the legislative provisions in force and signed by the chairman of the meeting and by one director or, in the event of the chairman being unable to attend, by two directors. Copies or extracts of the minutes of the deliberations shall be validly certified by the chairman of the board of directors, the managing director, the deputy managing director, the director temporarily acting as chairman or an authorized representative for this purpose.
Article 16 - Powers of the board of directors
The Board of Directors sets the strategic direction for the Company’s operations and ensures its implementation, in accordance with the corporate interest, while taking into account the social and environmental implications of its operations. Subject to the powers expressly granted to shareholders’ meetings, and within the limits of the company’s purpose, it addresses any matter affecting the proper functioning of the Company and resolves, through its deliberations, the affairs concerning it.
In relations with third parties, the Company is bound even by acts of the board of directors which do not fall within the corporate purpose, unless it proves that the third party knew that the act exceeded this purpose or that it could not have been unaware of it in view of the circumstances, it being excluded that the mere publication of the articles of association is sufficient to constitute this proof.
The board of directors shall carry out such checks and verifications as it deems appropriate. Each director receives all the information necessary for the accomplishment of his/her mission and can be sent all the documents he/she deems useful.
Article 17 - Powers of the chairman of the board of directors
The chairman of the board of directors chairs the meetings of the board of directors, organises and directs the work of the board of directors, which he/she reports to the general meeting. He/she ensures the proper functioning of the Company’s organs and ensures, in particular, that the directors are able to fulfil their mission.
In the event of temporary incapacity or death of the chairman, the board of directors may delegate a director to act as chairman. In the event of a temporary impediment, this delegation is given for a limited period; it is renewable. In the event of death, it is valid until the election of the new chairman.
Article 18 - General management
18.1. Choice between the two methods of exercising the general management
The general management of the Company is ensured, under his responsibility, either by the chairman of the board of directors, or by another person appointed by the board of directors and bearing the title of managing director, according to the decision of the board of directors acting by a simple majority of the members present, deemed to be present or represented, who chooses between the two methods of exercising general management. It informs shareholders in accordance with the regulatory conditions.
When the general management of the Company is assumed by the chairman of the board of directors, the following provisions relating to the chief executive officer shall apply to him.
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18.2. Managing director
The managing director may be chosen from among the directors or not. The board of directors determines the duration of his/her term of office as well as his/her remuneration. The managing director is subject to the age limit set by laws and regulations. If he/she exceeds this age limit, he/she is deemed to have resigned automatically at the end of the general meeting called to approve the accounts for the financial year in which it was reached.
The managing director may be removed from office at any time by the board of directors. If the dismissal is decided without just cause, it may give rise to damages, except when the managing director assumes the duties of chairman of the board of directors.
The managing director is vested with the widest powers to act in all circumstances on behalf of the Company. He/she exercises these powers within the limits of the company’s purpose and subject to those expressly assigned by laws and regulations to shareholders’ meetings and the board of directors.
He/she represents the Company in relations with third parties. The Company is bound even by acts of the managing director which do not fall within the scope of the corporate purpose, unless it proves that the third party knew that the act exceeded this purpose or that he could not have been unaware of it in view of the circumstances, it being excluded that the mere publication of the articles of association is sufficient to constitute such proof.
The provisions of the articles of association or the decisions of the board of directors limiting the powers of the managing director shall not be enforceable against third parties.
18.3. Deputy managing directors
On the proposal of the managing director, the board of directors may appoint one or more natural persons responsible for assisting the managing director with the title of deputy managing director, whose remuneration it determines.
The number of deputy managing directors may not exceed five (5).
Deputy managing directors may be removed at any time by the board of directors, on the proposal of the managing director. If the dismissal is decided without just cause, it may give rise to damages.
When the managing director ceases or is prevented from exercising his/her duties, the deputy managing directors shall retain, unless the board of directors decides otherwise, their functions and powers until the appointment of the new managing director.
In agreement with the managing director, the board of directors determines the scope and duration of the powers conferred on the deputy managing director. The latter have the same powers as the managing director with regard to third parties.
The age limit applicable to the managing director also applies to deputy managing directors.
Article 19 - Statutory auditors
The audit of the Company’s accounts is carried out by one or more statutory auditors appointed and carrying out their mission in accordance with the laws and regulations.
In accordance with the provisions of Article L. 821-40 of the French Commercial Code, when the statutory auditor thus appointed is a natural person or a single-member company, one or more alternate statutory auditors, called upon to replace the holders in the event of refusal, impediment, resignation, removal from the list or death are appointed under the same conditions.
The statutory auditors and alternate auditors are appointed for a period of six (6) financial years.
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Article 20 - General meetings
20.1. Convening and location of general meetings
General meetings are convened and deliberate under the conditions laid down by the laws and regulations and exercise the powers conferred on them in accordance with them.
Meetings shall be held at the registered office or at any other place indicated in the notice of meeting.
20.2. Participation in general meetings
All shareholders have the right to attend general meetings and to participate in the deliberations personally or through a proxy, upon simple proof of their identity and regardless of the number of shares they own, as long as they have been paid up in accordance with the conditions provided for by the legal and regulatory provisions, and the shareholder can prove that they have been registered in an account held by the Company at least five working days (at zero hours) before the date of the general meeting.
Any shareholder may only be represented by his/her spouse, his/her partner with whom he/she has entered into a civil solidarity pact or by another shareholder; to this end, the representative must justify his mandate.
Any shareholder may participate in the general meetings by videoconference or by any means of telecommunication under the conditions set by the laws and regulations. The authorized means of telecommunication will be mentioned in the notice of meeting.
20.3. Chairing of general meetings
General meetings shall be chaired by the chairman of the board of directors or, in his absence, by a member of the board of directors specially delegated for this purpose by the board of directors. Failing this, the general meeting itself appoints its chairman.
20.4. Minutes
Minutes shall be drawn up and copies or extracts of the proceedings shall be issued and certified in accordance with the laws and regulations.
Article 21 - Financial year
Each financial year has a duration of one year that begins on January 1 and ends on December 31.
Article 22 - Annual accounts - Allocation of profit
The board of directors keeps regular accounts of the corporate operations, and prepares annual accounts and consolidated accounts, in accordance with the laws, regulations and standards in force.
The income statement, which summarizes the income and expenses for the financial year, shows the profit or loss for the financial year by difference, after deduction of depreciation and provisions. From the profit for the financial year less, where applicable, previous losses, at least five percent (5%) shall be deducted to constitute the legal reserve fund. This allocation ceases to be compulsory when the reserve reaches one-tenth of the share capital; it resumes when, for any reason, the legal reserve has fallen below this tenth.
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Distributable profit is made up of the profit for the financial year, less previous losses, as well as sums to be set aside in accordance with laws and regulations or articles of association, and increased by the profit carry-forward. From this profit, the general meeting may deduct any sums it deems appropriate to allocate them to any optional reserve funds or carry them forward again.
In addition, the general meeting may decide to distribute sums drawn from the reserves at its disposal, expressly indicating the reserve items from which the withdrawals are made. However, dividends are deducted as a priority from the distributable profit for the financial year.
Except in the case of a capital reduction, no distribution may be made to shareholders when the equity capital is or would become less than the amount of the capital plus reserves that the laws and regulations or the articles of association do not allow to be distributed. The revaluation spread is not distributable; it may be incorporated in whole or in part into the capital.
Article 23 - Payment of dividends
The terms and conditions for the payment of dividends voted by the general meeting shall be determined by it or, failing that, by the board of directors. However, the payment of dividends in cash must take place within a maximum period of nine months after the end of the financial year, unless extended by judicial authorization.
The ordinary general meeting has the right to grant each shareholder, for all or part of the dividend distributed, an option between the payment of the dividend in cash or in shares, under the legal conditions.
When a balance sheet drawn up during or at the end of the financial year and certified by an statutory auditor shows that the Company, since the end of the previous financial year, after the necessary depreciation and provisions, deducting any previous losses as well as the sums to be set aside in accordance with the laws and regulations or the articles of association and taking into account the profit carry-forward, has made a profit, interim dividends may be distributed before the financial statements for the financial year are approved. The amount of these advance payments may not exceed the amount of the profit thus defined.
Dividends not claimed within five (5) years of their payment are time-barred.
Article 24 - Liquidation
Subject to the applicable legislative provisions, the Company is in liquidation from the moment of its dissolution, which occurs for any reason whatsoever. The general meeting of shareholders then regulates the method of liquidation and appoints the liquidator(s). The legal personality of the Company shall continue for the purposes of its liquidation until its closure.
Article 25 - Disputes
Any disputes that may arise during the term of the Company or, after its dissolution, during the course of the liquidation operations, either between the shareholders, the management or administrative bodies and the Company, or between the shareholders themselves, relating to the company’s affairs or the execution of the provisions of the articles of association, shall be submitted to the jurisdiction of the courts within the jurisdiction of the Company’s registered office.
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Exhibit 1.2
Pasqal Holding
| INTERNAL REGULATIONS (REGLEMENT INTERIEUR)<br><br>FOR THE BOARD OF DIRECTORS |
|---|
August 28, 2026
These internal regulations (the “Internal Regulations”) were approved by the board of directors (the “Board”) of Pasqal Holding (the “Company”), and updated from time to time, in order to assist the Board in the exercise of its responsibilities and to serve the interests of the Company and its stakeholders in a manner that is consistent with its fiduciary duties.
In the event of any discrepancies between these Internal Regulations and the Company’s by-laws (the “By-Laws”), the By-Laws shall prevail.
TITLE I – THE BOARD
Article 1 - Role
It is the principal duty of the Board to exercise its powers in accordance with its fiduciary duties to the Company and in a manner it reasonably believes to be in the best interests of the Company and its shareholders and other stakeholders. It endeavors to promote long-term value creation by the Company by considering the social and environmental aspects of its activities. If applicable, it will propose any change to the By-Laws that it considers appropriate.
It is also the Board’s duty to oversee senior management in the competent and ethical operation of the Company. To satisfy this responsibility, the directors are expected to be appropriately informed about the Company and its operations and to take a proactive approach to their duties and function as active monitors of corporate management.
The Board, directly and acting through its committees, periodically reviews the Company’s long-term strategic plans and assesses the principal risks facing the Company and management’s approach to addressing such risks. The Board is also responsible for overseeing the Company’s program to prevent and detect violations of applicable laws, rules and regulations and the Company’s policies and procedures.
Directors bring to the Company a wide range of experience, knowledge and judgment, and will use their skills and competencies in the exercise of their duties as directors of the Company.
The Board has three standing committees that will assist with these duties: the audit committee (the “Audit Committee”), the nomination and corporate governance committee (the “NCG Committee”) and the compensation committee (the “Compensation Committee”), the responsibilities of which are described in Title III below.
Article 2 - Size
The Board must be composed of up to eighteen (18) directors, a majority of whom are to be French or European and non-US residents.
Article 3 - Composition
French law provides that the number of directors who are also party to employment contracts with the Company may not exceed one-third of the directors in office, and the rules of the Nasdaq stock exchange provide that at least a majority of directors must be independent, unless such Company is a foreign private issuer as defined under Rule 405 under the Securities Act of 1933, as amended, and Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and elects to follow home country practices.
The Board believes that as a matter of policy there should at all times be a majority of independent directors on the Board. An “independent director” is a person who meets the definition of an independent director under the rules of the stock exchange on which the Company’s securities are listed and the rules of the United States Securities and Exchange Commission (the “SEC”) and who does not have any other relationship with the Company that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out director responsibilities.
In accordance with the provisions of Article 13.5 of the By-Laws, the Board may appoint one or more observers (censeurs), chosen from among the shareholders, whether individuals or legal entities, or from outside the shareholders.
Article 4 - Annual assessment of director independence
For so long as the Company remains subject to the periodic reporting requirements under the Exchange Act, the Board shall determine whether each member of the Audit Committee satisfies the independence requirements of Rule 10A-3 under the Exchange Act (subject to the exemptions available to foreign private issuers under Rule 10A-3(c) thereunder) and under the rules of the stock exchange on which the Company’s securities are listed. The Board shall make this determination at the time each such director is first appointed to the Audit Committee and at least annually thereafter, prior to the filing of the Company’s annual report with the SEC.
The Board, acting on the recommendation of the NCG Committee, shall consider all relationships between the director and the Company that may be relevant to such independence determination. The Board may adopt and disclose categorical standards to assist it in determining director independence.
Each director shall promptly inform the Board of any change in his or her circumstances that could affect his or her independence under the applicable rules of the SEC or the stock exchange on which the Company’s securities are listed, and shall respond promptly and accurately to periodic questionnaires and other inquiries from the Company regarding any existing or proposed relationships with the Company, including with respect to compensation and stock ownership, that could affect the director’s independence.
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Article 5 - Board leadership
The Board does not have a policy that requires the combination or separation of the Chairperson of the Board (président du conseil d’administration) (the “Chairperson”) and the Chief Executive Officer (directeur général) (the “CEO”) positions.
During such times as the Chairperson also holds the position of CEO or another executive position, or is otherwise not independent, the Board will maintain the position of lead independent director and the independent directors will appoint a lead independent director of the Board upon the recommendation of the NCG Committee. The Board may, in its discretion, also maintain the position of lead independent director and cause a lead independent director to be appointed in the same manner (i.e., by the independent directors upon the recommendation of the NCG Committee) at any other time, including when the Chairperson is independent. The lead independent director’s responsibilities include leading executive sessions of the Board and coordinating with the Chairperson on sensitive matters of consideration by the Board.
Article 6 - Board membership criteria
The Board shall be composed of directors with a wide range of complementary backgrounds. Directors shall, at minimum, exhibit proven leadership capabilities and possess experience at a high level of responsibility within their chosen fields. When considering a candidate for director, the NCG Committee will consider whether the directors, both individually and collectively, can and do provide the experience, judgement, commitment, skills and expertise appropriate to lead the Company in the context of its industry. In addition, the NCG Committee will consider a nominee’s expected contribution to the Board, skills, background, experiences and perspectives, as well as whether such nominee could provide added value to any of the committees of the Board, given the then existing composition of the Board as a whole. The NCG Committee also regularly will provide input and guidance regarding the independence of directors, for formal review and approval by the Board.
Article 7 - Executive sessions
The non-employee directors will meet in executive sessions without management directors or management present on a periodic basis but no less than twice a year. “Non-employee directors” are all directors who are not Company employees, including both independent directors and such directors who are not independent directors by virtue of a material relationship, former status or family membership, or for any other reason.
In addition, if the non-employee directors include directors who are not independent directors, the independent directors will also meet on a periodic basis but no less than twice a year in an independent director executive session. Executive sessions between two or more directors shall be limited to informal discussions among the relevant directors during which no decision may be made on behalf of the Company. Following such sessions, the relevant directors can only make non-binding recommendations to the Board.
Under any circumstances, decisions of the Board shall be made only at meetings of the Board to which all directors have been duly convened.
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Article 8 - Limitation on other board service
Directors should advise the NCG Committee of any invitations to join the board of directors or similar governing body and/or committees of any other company prior to accepting the directorship or such committee membership.
Service on other boards of directors or similar governing body and/or committees must be consistent with the Company’s Code of Business Conduct & Ethics (“Code of Conduct”), as well with any legal requirements that limit the number of board or committee seats on which a director may serve.
In all cases, a director must comply with the limitation under Article L.225-21 of the French Commercial Code, pursuant to which a natural person may not simultaneously hold more than five (5) directorships in sociétés anonymes having their registered office in France, subject to the exceptions provided therein. In addition, and as a matter of policy, no non-employee director should hold more than four (4) other directorships in listed companies (including foreign companies) not affiliated with the Company, and no director who also serves as the CEO or as another executive officer of the Company should hold more than two (2) other directorships in such listed companies, in each case without first obtaining the approval of the Board. Should a member of the Audit Committee serve on the audit committees of more than three (3) public companies (including the Audit Committee), the Board shall determine whether such simultaneous service would impair the member’s ability to effectively serve on the Audit Committee and the Company shall disclose such determination to the extent required by applicable rules.
Article 9 - Appointment of new directors
Directors are elected, re-elected and may be removed at a shareholders’ general meeting with a simple majority vote of the shareholders.
In accordance with French law, the directors may be removed with or without cause by the affirmative vote of the holders of at least a majority of the votes of the shareholders present, represented by a proxy or voting by mail at the relevant ordinary shareholders’ meeting, and any vacancy on the Board resulting from the death or resignation of a director, provided there are at least three directors remaining, may be filled by the vote of a majority of the directors then in office, provided that there has been no shareholders’ meeting since such death or resignation. Directors chosen or appointed to fill a vacancy are elected by the Board for the remaining duration of the current term of the replaced director. The appointment must then be ratified at the next shareholders’ general meeting. In the event the Board would be composed of less than three directors as a result of a vacancy, the remaining directors will immediately convene a shareholders’ general meeting to elect one or several new directors so there are at least three directors serving on the Board, in accordance with French law.
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Article 10 - Identification and evaluation of nominees
The NCG Committee is responsible for regularly assessing whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the NCG Committee is responsible for considering various potential candidates for director. The NCG Committee may solicit suggestions from incumbent directors, management, shareholders, professional search firms and others.
The NCG Committee will consider and evaluate, and recommend to the Board for or against, candidates for director proposed by a shareholder or a group of shareholders who meet the ownership threshold (including any applicable sliding scale) set forth in Articles L.225-105 and R.225-71 of the French Commercial Code^1^. Any such request must be delivered to the Company’s registered office by registered letter with return receipt requested or by electronic communication, must be accompanied at the date of the request by evidence of the requisite shareholding in accordance with Article R.225-71, and must be motivated. Where the request seeks inclusion of a draft resolution, it must be accompanied by the text of the proposed resolution and, where applicable, a brief explanatory statement, together with the information regarding the director candidate required under Article R.225-83 of the French Commercial Code, including the candidate’s identity, age and professional background. The requesting shareholder(s) must also provide (i) the director candidate’s written consent to (A) if selected, be named in the Company’s shareholder meeting materials and (B) if elected, to serve on the Board, and (ii) any other information that the NCG Committee reasonably requires to evaluate the candidate. The requesting shareholder(s) must furnish a new attestation of shareholding in accordance with Article R.225-71 as of the date required under that article prior to the shareholders’ meeting. Any request satisfying these requirements will be processed for inclusion in the agenda and/or draft resolutions submitted to the shareholders’ meeting, as required by law.
Article 11 - Corporate business principles
Members of the Board shall act at all times in compliance with applicable law and in accordance with the requirements of the Code of Conduct and related policies, which shall be applicable to each director in connection with his or her activities relating to the Company. This obligation shall at all times include respect for and compliance with applicable law. The Audit Committee is responsible for overseeing the Code of Conduct, and the Board must approve any waivers of the Code of Conduct for executive officers and directors.
Article 12 - Directors who become aware of circumstances that may adversely reflect upon the director or the Company
When a director, including any director who is currently an officer or employee of the Company, becomes aware of circumstances that may adversely reflect upon the director, any other director, or the Company, the director must promptly notify the NCG Committee of such circumstances. The NCG Committee will advise the Board to consider the circumstances and in certain cases, request the director to cease the conflicting activity, or in more severe cases, request that the director submit his or her resignation from the Board if, for example, continuing service on the Board by the individual would not be appropriate or consistent with the Board’s or the Company’s values.
| 1 | i.e., one or more shareholders holding at least 5%<br>of the share capital. |
|---|
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Article 13 - Directors who change their present job responsibility
The Board does not believe that directors who retire or change from the position they held when they came on the Board should necessarily leave the Board. There should, however, be an opportunity for the Board, via the NCG Committee’s ongoing, ordinary-course review of overall Board composition, to review the continued appropriateness of Board membership under these circumstances and make recommendation to the Board; provided, however, such the director’s continued service shall subject to and conditional upon an approval by at least 51% votes from directors then in office (excluding the affected director), and if such approval is not obtained, the affected director shall promptly tender their resignation from the Board.
Article 14 - Term limits
Pursuant to the By-Laws, the directors are elected for three (3) year terms, provided that directors may be re-elected or removed as set forth above. In accordance with the By-Laws, the Board is divided into three classes, designated Class I, Class II and Class III, with the members of each class serving staggered three-year terms. By exception, the general shareholders’ meeting may elect a director to serve for a period of less than three (3) years and, as the case may be, reduce the term of office of one or more directors, in order to allow a staggered renewal of the Board. The term of office of a director expires at the close of the ordinary shareholders’ general meeting convened to approve the financial statements for the preceding fiscal year and held in the year in which such term of office expires.
Other than the maximum age of the Chairperson set forth in the By-Laws and such other limitations set forth in the By-Laws, the Board does not believe it is appropriate to set term limits for directors, as term limits would necessarily cause the loss of the contribution of directors who over time have developed increasing insight into the Company and its operations and industry and who therefore provide an increasing contribution to the Board as a whole. In evaluating changes to the Board’s composition and recommendations for the re-election of directors, the NCG Committee will consider director tenure, together with such other criteria as it determines, in light of the specific needs of the Board at that time.
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Article 15 - Compensation
The aggregate amount of remuneration granted (rémunérations) to Board members will be determined at the shareholders’ annual ordinary general meeting. The Board will then divide this aggregate amount among some or all of its members by a simple majority vote. The Board also may authorize the reimbursement of reasonable travel and accommodation expenses, as well as other expenses incurred by directors in the corporate interest, in accordance with applicable Company policies. Directors who are employed by the Company will receive separate compensation as officers or employees.
Each year, the Compensation Committee will review the compensation of the directors and recommend any appropriate changes to the Board. Senior management of the Company or a compensation consultant will report once a year to the Compensation Committee regarding the status of the Company’s director compensation in relation to comparable companies. This report will include consideration of independence, employee status and both direct and indirect forms of compensation to the Company’s directors. Following a review of the report, the Compensation Committee will recommend any changes in director compensation to the Board, which will then approve the director compensation.
Article 16 - Director share ownership guidelines
Members of the Board may, from time to time, elect to adopt share ownership guidelines or commitment requirements in order to further align the interests of the directors with those of the Company’s shareholders. Any such guidelines or requirements shall operate alongside, and shall not supersede, the Company’s Insider Trading Policy, applicable blackout rules and conflict-of-interest framework. Any such guidelines or requirements should provide for reasonable phase-in periods for newly appointed directors and reasonable hardship exceptions. The Compensation Committee, working with the NCG Committee, will periodically assess and monitor the appropriateness of share ownership guidelines for directors and senior executives, including whether and to what extent directors and senior executives should be restricted from selling shares acquired through equity compensation.
Article 17 - Conflicts of interest
Directors and the Secretary (as defined below) are expected to avoid any action, position or interest that conflicts with the interests of the Company or gives the appearance of a conflict. If an actual or potential conflict of interest develops, the director or Secretary will report all facts regarding the matter to the chairperson of the NCG Committee (or if the conflict of interest constitutes a “related person transaction”, to the chairperson of the Audit Committee, and to the General Counsel). Any material conflict must be resolved or the applicable director or Secretary should resign. If a director or Secretary has a personal interest in a matter before the Board, the director or Secretary must disclose the interest to the Board, excuse himself or herself from discussion, and, in the case of directors, abstain from voting on the matter.
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Article 18 - Compliance with insider trading laws and insider trading policy
Each director shall comply with all applicable laws and regulations governing insider trading, including Rule 10b-5 under the Exchange Act, and must refrain from effecting any transaction in the Company’s securities, or causing or recommending that any other person do so, while in possession of material non-public information concerning the Company.
Each director shall comply with the Company’s Insider Trading Policy, as amended from time to time (the “Insider Trading Policy”), which is provided to each director at the time of appointment. Directors who wish to transact in the Company’s securities shall do so only in accordance with the trade pre-clearance procedures and blackout periods set forth in the Insider Trading Policy, it being noted that any Rule 10b5-1 trading plan must be approved by, and adopted in accordance with the procedures of, the General Counsel.
Pursuant to Section 16(a) of the Exchange Act, as amended by the Holding Foreign Insiders Accountable Act, each director must file reports of his or her initial beneficial ownership of, and any changes in his or her ownership of, the Company’s equity securities on Forms 3, 4 and 5, electronically and in English, within the timeframes prescribed by Section 16(a) and the rules thereunder, subject to any exceptions set forth therein. The ultimate responsibility for compliance with these reporting obligations rests with each director individually, notwithstanding any assistance provided by the Company.
Article 19 - Interaction with the press, members, shareholders and others
The Board believes that management speaks for the Company. Each director should refer all inquiries from the press, members or others regarding the Company’s operations to the Chairperson who, in turn, shall refer to the Company’s CEO or other appropriate officers within the Company. If comments from the Board are appropriate, they should, in most circumstances, come from the Chairperson.
Communications from shareholders to the Board generally or to particular Board members may be delivered to the General Counsel of the Company at 24, rue Emile Baudot, 91120 Palaiseau, France or by email to [email protected] and/or the investor relations email address designated on the Company’s website. Each such communication should specify the name and address of the shareholder, and if the shares are held by a nominee, the name and address of the beneficial owner of the shares, and the number and class of shares. The General Counsel shall, in consultation with any other appropriate directors as necessary, generally screen out communications from shareholders to identify communications that are (a) solicitations for products and services, (b) matters of a personal nature, or (c) matters that are of a type that render them improper or irrelevant to the functioning of the Board and the Company.
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Article 20 - Board access to senior management
The Board shall have access to management in order to ensure that directors can ask any questions and receive all information necessary to perform their duties. Directors should exercise judgment to ensure that their contact with management does not distract managers from their jobs or disturb the business operations of the Company.
Article 21 - Board access to independent advisors
The Board or any committee thereof may hire independent advisors, such as auditors, compensation consultants, legal counsel and other advisors. Unless an advisor is hired by a specific committee of the Board or by the independent Chairperson or lead independent director for a purpose such that access to the advisor by the overall Board would be inappropriate, the Board as a whole will have access to these advisors and other independent advisors that the Company retains or that the Board considers necessary or advisable in performing its responsibilities.
Article 22 - Director orientation and continuing education
The directors and the Company are committed to ensuring that all directors receive orientation and continuing education.
Article 23 - Leadership development
Annual Review of Chief Executive Officer
The Compensation Committee, with input from the non-employee directors, will conduct a review at least annually of the performance of the CEO. The Compensation Committee will establish the evaluation process and determine the specific criteria on which the performance of the CEO is to be evaluated in accordance with the charter and principles of the Compensation Committee.
Succession Planning and Management Development
The NCG Committee will work with the CEO to plan for CEO succession, including developing plans for interim succession for the CEO in the event of an unexpected occurrence. The Compensation Committee will oversee a long-term program for effective senior leadership development and succession of senior leadership, as well as developing short-term contingency plans for interim succession of the senior leaders in the event of an unexpected occurrence, it being understood that the NCG Committee is responsible for CEO succession planning. There should periodically be a report on management development by the CEO.
Article 24 - Assessment of the Board and of directors
The NCG Committee will periodically review and assess the performance of the Board, each committee of the Board and each director. The NCG Committee will work with the Board in establishing the evaluation criteria and implementing the process for this evaluation, as well as considering other corporate governance principles that may, from time to time, merit consideration by the Board.
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TITLE II – BOARD MEETINGS, SHAREHOLDER MEETINGS, INVOLVEMENT OF SENIOR MANAGEMENT
Article 25 - Board meeting attendance
The Board will meet as often as required by the corporate interest of the Company and at such times and places as are set forth in the convening notice. The Board can only be convened by the Chairperson. If the Board has not met for more than two months, at least one-third of the directors, or the Chief Executive Officer, may request that the Chairperson convene a meeting with a specified agenda, with the Chairperson being bound by such requests in accordance with the French Commercial Code.
Directors are expected to attend each meeting (and, in no event, fewer than 75% of the meetings) and to invest the time and effort necessary to understand the Company’s business and financial strategies and challenges. The basic duties of the directors include being prepared for and attending Board meetings, being otherwise adequately informed about the Company and its business and operations and actively participating in Board discussions. Directors are also expected to make themselves available outside of Board meetings for advice and consultation. A director who is unable to attend a Board or committee meeting should notify the Chairperson in advance of the meeting.
Directors are also invited and encouraged to attend the annual ordinary general meeting of shareholders of the Company, whether in person or by telephone or video conference.
In addition to the regularly scheduled Board meetings, additional Board meetings may be called upon appropriate notice at any time to address specific needs of the Company, which meetings may be held by videoconferencing or telecommunication as detailed below.
Article 26 - Restricted matters
The following decisions shall be subject to the prior approval of the Board resolving at two-thirds majority of the votes of the members present or represented:
| a. | the approval of the annual budget as well as of any variation of more than 10% of the expenses of the<br>annual budget; |
|---|---|
| b. | the determination of the compensation (including variable compensation, long term incentive plan, severance<br>package and/or the compensation of any non-compete clause) and other material terms of employment (including, as the case may be, the<br>entering or amendment of any service agreement) of the Chief Executive Officer, the Chairperson and the Chief Financial Officer of the<br>Company; |
| --- | --- |
| c. | any setting up of a new business activity not related to quantum computing by the Company and/or its subsidiaries; |
| --- | --- |
| d. | any change to the By-Laws (including for the avoidance of doubt a change of the Company’s corporate<br>form but excluding any amendment of the By-Laws as required by the applicable laws or regulations or as a result of a share capital increase<br>or pursuant to the exercise of any incentive plan securities) and any change of the nationality of the Company (i.e. a change of the registered<br>office of the Company out of France); |
| --- | --- |
| e. | payment of dividends or other distributions; |
| --- | --- |
| f. | any share redemptions or repurchases with the exception of (i) the repurchase by the Company of shares<br>resulting from the exercise of founders’ warrants (bons de souscription de parts de créateurs d’entreprise)<br>up to 2% of the share capital on a fully diluted basis and (ii) the exercise of the Company’s warrants; |
| --- | --- |
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| g. | change of control within the meaning of article L. 233-3 of the French Commercial Code, merger or sale<br>of substantially all assets of the Company; |
|---|---|
| h. | any winding up of the Company, or any subsidiaries or branches (succursales) or closure of any<br>business line; |
| --- | --- |
| i. | any acquisition (A) in cash of company(ies) that (i) is for an amount above EUR 10 million (individually<br>or in aggregate since February 28, 2026 for the financial year 2026 and on a yearly basis as from financial year 2027), (ii) was not included<br>in the Company’s approved annual budget, (iii) falls outside the ordinary course of business of the Company, or (iv) is otherwise<br>significant enough to merit Board-level approval and market-disclosure analysis; or (B) in equity securities of the Company; |
| --- | --- |
| j. | a change of the place of listing of the Company’s shares; |
| --- | --- |
| k. | incurring any indebtedness; |
| --- | --- |
| l. | affiliate/related party transactions (it being specified that the interested party shall not vote and<br>take part to the discussions with respect to the affiliate/related party transactions); |
| --- | --- |
| m. | creation of a non-wholly owned subsidiary; |
| --- | --- |
| n. | any expense not provided for in the Budget and representing individually or in aggregate an expense of<br>more than EUR 400,000; |
| --- | --- |
| o. | any amendment to the “Accord de Répartition des Activités” entered into<br>on July 16, 2026, between the Company and Pasqal SAS; |
| --- | --- |
| p. | any change in the threshold referred to in paragraph (p) above; or |
| --- | --- |
| q. | any succession plan or interim succession plan which a majority of the members of the Board adopt or approve<br>pursuant to Section 23; or |
| --- | --- |
| r. | commit or agree or permit any Company’s subsidiary to do any of the foregoing. |
| --- | --- |
Notwithstanding the foregoing, any increase of the Company’s equity share capital may be approved by the Board by simple majority of the votes of the members present or represented, subject to applicable law and the By-Laws.
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Article 27 - Operating conditions
In accordance with the provisions of Article L.225-37 of the French Commercial Code, the Board is entitled to make decisions by any means of telecommunication which ensure the identification of the directors and guarantee their effective participation in the Board’s deliberations.
For the purpose of satisfying quorum and majority thresholds, directors who attend a Board meeting by any means of telecommunication which comply with the requirements of applicable law are deemed to be in attendance.
Any means of telecommunication must meet technical requirements which provide for the director’s effective participation in the Board meeting, and allow for continuous transmission of the Board’s deliberations. As used herein, “effective participation of directors in the Board meeting” means that the means of telecommunication must allow for simultaneous, real-time and continuous transmission of the director’s speech.
The minutes of the meeting shall indicate the names of the directors in attendance and who are deemed to be in attendance within the meaning of Article L.225-37 of the French Commercial Code. The minutes of the meeting shall note the presence or absence of the persons convened to the Board meeting pursuant to applicable law and the presence of any other person who attended all or part of the meetings. The minutes of the meeting shall also indicate the occurrence of any technical incidents relating to the video- or teleconferencing when this incident disrupted the course of the meeting.
The attendance register shall be signed by all directors attending in-person.
Article 28 - Attendance of non-directors
Subject to the approval of the majority of the directors attending each relevant Board meeting and subject to the provisions of the By-Laws applicable to Board’s observers (censeurs), the Board may invite management and outside advisors or consultants from time to time to participate in Board and/or committee meetings to (i) make presentations and provide insight into items being discussed by the Board that involve the invitee, and (ii) bring managers with high potential into contact with the Board. Subject to the requirements of applicable laws and regulations, attendance of any non-directors at Board meetings is at the discretion of the Board.
Article 29 - Secretary of the Board
The Board shall appoint a non-director employee of the Company to serve as Secretary of the Board (the “Secretary”). The Secretary shall have the following rights and responsibilities, which may be revised by the Board in its sole discretion from time to time:
| i. | assist Board members (information of directors’ role and liabilities, Board functioning and more<br>generally organization of the Company); |
|---|---|
| ii. | manage Board organization and distribute materials; |
| --- | --- |
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| iii. | in accordance with the Company’s By-Laws, convene meetings of the Board on behalf of the Chairperson<br>and, upon request of the applicable chairperson of the committees, the committees; |
|---|---|
| iv. | support the Chairperson and the CEO in providing information requested by directors in connection with<br>Board matters; |
| --- | --- |
| v. | draft Board meeting minutes and, upon request of the applicable chairperson of the committees, committee<br>meeting minutes; |
| --- | --- |
| vi. | maintain all records and documentation pertaining to the Board; |
| --- | --- |
| vii. | prepare extracts of minutes of meetings of the Board in accordance with French law; |
| --- | --- |
| viii. | keep record of Board meeting attendance; |
| --- | --- |
| ix. | indicate in the attendance register the Board member(s) attending a Board meeting via video- or teleconference;<br>and |
| --- | --- |
| x. | prepare, send and collect Directors & Officers questionnaires. |
| --- | --- |
The Secretary is bound by the same confidentiality obligations as those of Board members, and shall maintain all matters pertaining to the Board in confidence.
Article 30 - Advance receipt of meeting materials
Directors shall receive prior notice in writing (including by e-mail), together with the meeting’s agenda, in advance of a Board meeting. To the extent feasible and necessary, any written materials relating to each Board meeting will be distributed to the directors sufficiently in advance of each meeting to allow for prior review of the materials. Directors are expected to have reviewed and be prepared to discuss all materials distributed in advance of any meeting.
In certain circumstances, it may not be feasible for materials to be distributed substantially in advance of a Board meeting. In such circumstances, the directors will do their best to review and be adequately informed and prepared to discuss the materials and render an informed decision.
Additionally, sensitive and/or confidential subject matters may be discussed at meetings without written or electronic materials being distributed in advance or at the meeting.
Article 31 - Confidentiality
Directors, as well as any other person who attends all or part of any meeting of the Board (or of its Committees), shall be subject to a general obligation of secrecy, confidentiality and discretion in the interest of the Company. This obligation goes beyond the mere duty of discretion provided for by law.
Information and documents to which they have access while they hold office, and the debates, opinions and resolutions of the Board (and of its Committees) are strictly confidential and may not be disclosed to any third party (until they are made publicly available by the Company, as the case may be). Directors must protect, by all means and under their own responsibility, the access to any document that is shared with them.
Directors must not use confidential information for their own personal benefit or for the benefit of anyone else, for whatever reason.
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TITLE III – COMMITTEE MATTERS
Article 32 - Number, name, responsibilities and independence of committees
The Board currently has three standing committees: Audit, Compensation and Nomination and Corporate Governance with the following purposes:
| - | the purpose of the Audit Committee is to assist the Board in fulfilling the Board’s<br>oversight responsibilities with respect to (i) the Company’s corporate accounting, financial reporting processes, (ii) the Company’s<br>systems of internal control over financial reporting, (iii) risk management and audits of financial statements, (iv) the quality and integrity<br>of the Company’s financial statements and reports, (v) the qualifications, independence and performance of the registered public<br>accounting firm or firms engaged as the Company’s independent outside auditors for the purpose of preparing or issuing an audit<br>report or performing audit services (which may include financial statement auditors, statutory auditors and sustainability auditors, as<br>required by applicable laws) and the performance of the Company’s internal audit function. The Audit Committee shall also provide<br>oversight assistance in connection with the Company’s legal and regulatory compliance, as well as compliance with ethical standards<br>adopted by the Company. |
|---|---|
| - | the purpose of the Compensation Committee is to (i) assist the Board in reviewing, make<br>recommendations to the Board regarding, and oversee matters related to, the compensation of the Company’s executive officers and<br>directors, including establishing and overseeing the Company’s compensation philosophy, policies, plans and programs and the Company’s<br>human capital management function, (ii) review and discuss with management the Company’s compensation disclosures, including those<br>contained under the caption “Compensation Discussion and Analysis”, “Executive Compensation” or any similar section,<br>for use in any offering materials or periodic reports to be filed by the Company with the SEC and (iii) prepare and review any reports<br>of the Compensation Committee required by the rules and regulations of the SEC as in effect from time to time to be included in any reports<br>filed by the Company with the SEC. |
| --- | --- |
| - | the purpose of the NCG Committee is to (i) assist the Board in overseeing all aspects of<br>the Company’s corporate governance functions; (ii) make recommendations to the Board regarding corporate governance issues, including<br>developing and recommending to the Board a set of corporate governance guidelines applicable to the Company; (iii) review and evaluate<br>incumbent directors; (iv) identify, review, evaluate and recommend to the Board candidates to serve as directors of the Company consistent<br>with criteria approved by the Board; (v) recommend to the Board the directors to serve on each Board committee, (vi) serve as a focal<br>point for communication between such candidates, non-committee directors and the Company’s management; (vii) oversee the evaluation<br>of the Board, its committees, management and each director; (viii) oversee the Company’s strategy on global corporate social responsibility<br>and environmental, social and governance matters; and (ix) make other recommendations to the Board regarding affairs relating to the directors<br>of the Company, including director compensation in conjunction with the Compensation Committee. |
| --- | --- |
The Audit Committee, Compensation Committee and NCG Committee are each composed of independent directors to the extent required by the rules and regulations of the SEC and the stock exchange on which the Company’s securities are listed. From time to time, the Board may form or disband an ad hoc or standing Board committee, depending upon the circumstances. Each committee will function in accordance with the By-Laws and the relevant committee’s charter.
In accordance with French law, each committee of the Board has only an advisory role and can only make recommendations to the Board. As a result, decisions will be made by the Board taking into account any non-binding recommendations of the relevant Board committee. The committees can also review and approve certain matters submitted to them by the management, to the extent that such matters do not fall within the exclusive competence of the shareholders or the Board, as set forth by applicable law and regulation or the By-Laws.
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Article 33 - Audit Committee composition and financial expertise
For so long as the Company remains subject to the periodic reporting requirements of the Exchange Act, each member of the Audit Committee must satisfy the independence requirements applicable to Audit Committee members set forth in Rule 10A-3(b)(1) under the Exchange Act, subject only to the exemptions available to foreign private issuers under Rule 10A-3(c) thereunder. Consistent with those requirements, no member of the Audit Committee may, other than in his or her capacity as a director or committee member, accept directly or indirectly any consulting, advisory or other compensatory fee from the Company or be an affiliated person of the Company, except as permitted by the foreign private issuer exemptions under Rule 10A-3(c).
The Audit Committee shall consist of at least three (3) members of the Board, each of whom shall, in the judgment of the Board, have the ability to read and understand the Company’s financial statements. At least one member of the Audit Committee should qualify as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K, and the Company shall disclose in its annual report whether it has determined that it has such an expert serving on the Audit Committee. In addition, at least one member of the Audit Committee (who may also serve as the audit committee financial expert) shall, in the judgment of the Board, have accounting or related financial management expertise in accordance with the listing standards of the stock exchange on which the Company’s securities are listed. No executive officer of the Company may serve on the Audit Committee.
Article 34 - Audit Committee authority and responsibilities
Consistent with Section 10A(m) of the Exchange Act and Rule 10A-3 thereunder, and to the extent consistent with French law, the Audit Committee shall be directly responsible for making recommendations to the Board (which, under French law, retains decision-making authority and submits the appointment of the statutory auditors to the shareholders) regarding the appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged by the Company, and each such firm shall report to the Audit Committee. The Audit Committee shall pre-approve all audit and permitted non-audit services provided by the Company’s auditors.
The Audit Committee shall establish procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
The Audit Committee shall have the authority to engage, at the Company’s expense, independent legal counsel and other advisors as it determines necessary to carry out its duties, and the Company shall provide appropriate funding, as determined by the Audit Committee, for the payment of compensation to the Company’s auditors and to any advisors engaged by the Audit Committee, as well as for the Audit Committee’s ordinary administrative expenses.
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Article 35 - Assignment and rotation of committee members
Based on the recommendation of the members of the NCG Committee, the Board shall appoint committee members and committee chairs in accordance with applicable law and according to criteria set forth in the applicable committee charter and other criteria that the Board determines to be relevant to the responsibilities of each committee. Committee membership and the position of committee chairperson will not be rotated on a mandatory or regular basis unless the Board determines that rotation is in the best interest of the Company.
Article 36 - Frequency of committee meetings and agendas
The committee chairs and appropriate members of management, in accordance with the committee’s charter and, as appropriate, in consultation with the committee members, will determine the frequency and length of the committee meetings and develop the meeting agendas. Committee chairs will summarize committee discussions and actions with the full Board.
Article 37 - Committee charters
Each committee will periodically review its charter and recommend to the Board any changes it deems necessary.
TITLE IV – MISCELLANEOUS
Article 38 - Interpretation
These Internal Regulations should be interpreted and construed in the context of all applicable laws, the By-Laws and other corporate governance documents.
Article 39 - Amendment
These Internal Regulations may be amended by majority vote of the Board, in accordance with the same procedure as the one that led to its adoption.
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Exhibit 2.2
WARRANT AMENDMENT AND SUPPLEMENT AGREEMENT
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).
WHEREAS, Parent completed its initial public offering of units on January 9, 2026 (the “Offering”), pursuant to which Parent issued an aggregate of 25,000,000 units (each unit, a “Parent Public Unit”), each Parent Public Unit consisting of one Class A ordinary share of Parent, par value $0.0001 per share (each, a “Parent Class A Share”), and one-third of one redeemable warrant (each a “Parent Public Warrant”), with each whole Parent Public Warrant entitling the holder thereof to purchase one Parent Class A Share at an initial exercise price of $11.50 per share, subject to adjustment;
WHEREAS, in connection with the Offering, Parent issued an aggregate of 7,750,000 private warrants in private placement transactions to the Sponsor (as defined below) and the underwriters of the Offering (collectively, the “Parent Private Warrants”), with each whole Parent Private Warrant entitling the holder thereof to purchase one Parent Class A Share at an initial exercise price of $11.50 per share, on terms substantially similar to the Parent Public Warrants;
WHEREAS, in order to finance Parent’s transaction costs in connection with its initial business combination, Bleichroeder Sponsor 2 LLC (the “Sponsor”) or certain of Parent’s officers and directors may, but are not obligated to, loan to Parent such funds as Parent may require (the “Working Capital Loans”), of which up to $2,000,000 of such Working Capital Loans are convertible into warrants to purchase Parent Class A Shares, at a price of $1.00 per warrant (the “Working Capital Warrants”, together with Parent Public Warrants and Parent Private Warrants, the “Parent Warrants”), identical to the Parent Private Warrants;
WHEREAS, Parent and Continental are parties to that certain Warrant Agreement, dated as of January 7, 2026 (as amended, including without limitation by this Agreement, the “Warrant Agreement”), pursuant to which Continental agreed to act as Parent’s warrant agent with respect to the issuance, registration, transfer, exchange, redemption and exercise of the Parent Warrants;
WHEREAS, Parent has entered into an Agreement and Plan of Merger, dated as of February 28, 2026 (as it may be amended, supplemented, modified and/or restated from time to time, the “Business Combination Agreement”), by and among Parent, Bleichroeder Acquisition France Merger Sub 2, a société anonyme formed under the laws of the Republic of France (“Merger Sub”), and Pasqal Holding SAS, a société par actions simplifiée formed under the laws of the Republic of France (the “Company”);
WHEREAS, pursuant to the Business Combination Agreement, and subject to the terms and conditions set forth therein, among other things, (i) prior to the closing (the “Closing”) of the transactions contemplated by the Business Combination Agreement, Parent will effect a merger of Parent with and into Merger Sub, with Merger Sub continuing as the surviving entity (the “Reincorporation Merger,” and the surviving entity, the “Parent Surviving Corporation”); (ii) upon the Closing, the Company will merge with and into the Parent Surviving Corporation by way of a merger by absorption under the French Code de commerce in force on the date hereof (the “Company Merger,” and together with the Reincorporation Merger, the “Business Combination”), with the Parent Surviving Corporation continuing as the surviving corporation (the “Surviving Corporation”), and the separate corporate existence of the Company ceasing as a result of the universal transfer of the Company’s assets and liabilities to the Surviving Corporation; (iii) in connection with the Business Combination, the shareholders of the Company will receive ordinary shares, par value EUR 0.02 per share, of the Parent Surviving Corporation (the “Parent Surviving Corporation Shares”) as merger consideration in accordance with Article III of the Business Combination Agreement, and Parent’s outstanding equity securities will be converted or assumed in the Reincorporation Merger as provided therein; and (iv) following the Closing, the Parent Surviving Corporation Shares and Parent Surviving Corporation Warrants (as defined below) will be registered for resale under the U.S. Securities Exchange Act of 1934, as amended, and listed for trading in accordance with applicable law;
WHEREAS, pursuant to Section 2.1 and Section 2.2 of the Business Combination Agreement and Section 4.4 of the Warrant Agreement, upon the effectiveness and by virtue of the Reincorporation Merger (the “Reincorporation Merger Effective Time”), each Parent Warrant issued and outstanding immediately prior to the Reincorporation Merger Effective Time will be converted into a warrant to purchase Parent Surviving Corporation Shares (collectively, the “Parent Surviving Corporation Warrants”) in accordance with the terms of the Warrant Agreement (as amended by this Agreement);
WHEREAS, the Board of Directors of Parent has determined that the consummation of the Business Combination constitutes a business combination contemplated under the Warrant Agreement;
WHEREAS, pursuant to the Warrant Agreement, Continental has agreed to resign from its duties as the warrant agent as of the date hereof, and Computershare has agreed to serve as successor warrant agent from and after the date hereof;
WHEREAS, Section 9.8 of the Warrant Agreement provides that Parent and the Warrant Agent may amend the Warrant Agreement without the consent of any Registered Holders in the case of any merger or consolidation of the Company with or into another entity pursuant to Section 4.4 of the Warrant Agreement; and
WHEREAS, the Parent Surviving Corporation is a société anonyme governed by the laws of the Republic of France and, accordingly, the issuance of the Parent Surviving Corporation Warrants and the Parent Surviving Corporation Shares issuable upon their exercise is subject to the mandatory provisions of the French Code de commerce as of the date hereof applicable to the issuance of securities giving access to the share capital of a French company (valeurs mobilières donnant accès au capital), including without limitation Articles L. 228-91 et seq., L. 225-129 et seq., and R. 228-87 et seq. thereof, and the parties wish to supplement the Warrant Agreement to ensure compliance with such provisions.
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
| 1. | Replacement Instruments. As of the Reincorporation Merger Effective Time, all outstanding instruments evidencing Parent Warrants shall automatically be deemed to evidence Parent Surviving Corporation Warrants reflecting the adjustment to the terms and conditions described herein and in Section 4.4 of the Warrant Agreement. Following the Reincorporation Merger Effective Time, upon request by any holder of a Parent Surviving Corporation Warrant, the Parent Surviving Corporation shall issue a new certificate for such Parent Surviving Corporation Warrant to the holder thereof. |
|---|---|
| 2. | Amendments to Warrant Agreement. To the extent required by this Agreement, the Warrant Agreement is hereby amended pursuant to Section 9.8 thereof to reflect the subject matter contained in this Agreement, effective as of the Reincorporation Merger Effective Time, including as set forth below: |
| --- | --- |
| a) | Unless the context otherwise requires, from and after the Reincorporation Merger Effective Time, any references in the Warrant Agreement or the Warrants to: (i) the “Company” shall mean Parent Surviving Corporation; (ii) “Class A Shares,” or “shares” shall mean the Parent Surviving Corporation Shares; (iii) “Warrants” shall mean the Parent Surviving Corporation Warrants; (iv) the “Board” or “Board of Directors” or any committee thereof shall mean the board of directors of Parent Surviving Corporation or any committee thereof; and (v) the “Charter” shall mean the Organizational Documents of Parent Surviving Corporation, as amended; |
| --- | --- |
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| b) | References to “Continental Stock Transfer & Trust Company” in the Warrant Agreement shall be replaced with “Computershare Inc. and Computershare Trust Company, N.A., collectively,” and it shall be understood that “Warrant Agent” shall refer to Computershare Inc. and Computershare Trust Company, N.A., collectively, and “Transfer Agent” as Computershare Trust Company, N.A.; |
|---|---|
| c) | Continental hereby resigns as Warrant Agent under the Warrant Agreement, and the Surviving Corporation hereby appoints Computershare Inc. and Computershare Trust Company, N.A., collectively, to act as the Warrant Agent for the Surviving Corporation under the Warrant Agreement, and Computershare Inc. and Computershare Trust Company, N.A., collectively hereby accept such appointment and agree to perform the same duties and obligations in accordance with the terms and conditions set forth in the Warrant Agreement, as modified by this Agreement; |
| d) | The second Recital of the Warrant Agreement is hereby deleted in its entirety and replaced with the following: |
| --- | --- |
“WHEREAS, the Company entered into that certain Sponsor Private Placement Warrants Purchase Agreement with Bleichroeder Sponsor 2 LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 private placement warrants (including if the underwriters’ over-allotment option is exercised in full) simultaneously with the closing of the Offering (the “Sponsor Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant, and in connection therewith, the issuance of 5,000,000 warrants (including if the over-allotment option is exercised in full), each bearing the legend set forth in Exhibit A hereto. In connection with the Offering, the Sponsor also purchased an aggregate of 9,583,333 of the Company’s Class B ordinary shares, $0.0001 par value per share (the “Class B Ordinary Shares”);”
| e) | Section 2.4 of the Warrant Agreement is hereby deleted in its entirety and replaced with the following: |
|---|
“[Intentionally Omitted]”.
| f) | Section 2.5 of the Warrant Agreement is hereby deleted in its entirety and replaced with the following: |
|---|
“[Intentionally Omitted]”.
| g) | Section 2.6.5 of the Warrant Agreement is hereby deleted in its entirety and replaced with the following: |
|---|
“[Intentionally Omitted]”.
| h) | Section 2.6.7 of the Warrant Agreement is hereby deleted in<br>its entirety and replaced with the following: |
|---|
“by virtue of the laws of the Republic of France or Delaware or the limited liability agreement of the Sponsor upon dissolution of the Sponsor or upon dissolution of the Lead Underwriter or Clear Street;”
| i) | Section 2.6.8 of the Warrant Agreement is hereby deleted in its entirety and replaced with the following: |
|---|
“[Intentionally Omitted]”.
| j) | Section 2.6.10 of the Warrant Agreement is hereby deleted in its entirety and replaced with the following: |
|---|
“[Intentionally Omitted].”
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| k) | Section 3.2 of the Warrant Agreement is hereby deleted in its entirety and replaced with the following: |
|---|
“3.2 Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing August 27, 2026, and terminating on the earliest to occur of: (x) 5:00 p.m., New York City time on August 27, 2031 (y) the liquidation of the Company, and (z) with respect to a redemption pursuant to Section 6.1 hereof, 5:00 p.m., New York City time on the Redemption Date (as defined below) as provided in Section 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration among all the Warrants.”
| l) | Section 3 of the Warrant Agreement is hereby amended by adding a new Section 3.3.6 immediately following Section 3.3.5 as follows: |
|---|
“3.3.6 Instructions. In the event of a cash exercise of a Warrant, the Company hereby instructs the Warrant Agent to record cost basis for newly issued shares as follows:
in a manner to be subsequently communicated by the Company in writing to the Warrant Agent. In the event of a cashless exercise, the Company shall provide the cost basis for shares issued pursuant to a cashless exercise at the time the Company provides the cashless exercise ratio to the Warrant Agent pursuant to Section 7.4.2 hereof.”
| m) | Section 3 of the Warrant Agreement is hereby amended by adding a new Section 3.3.7 immediately following Section 3.3.6 as follows: |
|---|
“3.3.7 Opinion of Counsel. The Company shall provide an opinion of counsel prior to the Reincorporation Merger Effective Time. The opinion shall state that all Warrants or Class A Shares, as applicable: (i) were offered, sold or issued as part of an offering that was registered in compliance with the Securities Act of 1933, as amended (the “1933 Act”) or pursuant to an exemption from the registration requirements of the 1933 Act; (ii) were issued in compliance with all applicable state securities or “blue sky” laws; and (iii) are validly issued, fully paid and non-assessable.”
| n) | Section 4.3.2 of the Warrant Agreement is hereby deleted in its entirety and replaced with the following: |
|---|
“[Intentionally Omitted]”.
| o) | Section 4.5 of the Warrant Agreement is hereby amended by adding the following text to the end thereof: |
|---|
“The Warrant Agent shall have no obligation under any Section of this Agreement to determine whether an adjustment event has occurred or to calculate any of the adjustments set forth herein.”
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| p) | Section 4.9 of the Warrant Agreement is hereby deleted in its entirety and replaced with the following: |
|---|
“[Intentionally Omitted]”.
| q) | Section 5.1 of the Warrant Agreement is hereby amended by adding the following text to the end thereof: |
|---|
“A party requesting transfer of Warrants must provide any evidence of authority that may be required by the Warrant Agent, including but not limited to, a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association.”
| r) | Section 5.3 of the Warrant Agreement is hereby amended by deleting such Section and replacing it entirely as follows: |
|---|
“5.3 Fractional Warrants. The Company shall not issue fractional Warrants.”
| s) | Section 5.6 of the Warrant Agreement is hereby deleted in its entirety and replaced with the following: |
|---|
“[Intentionally Omitted]”.
| t) | Section 7.2 of the Warrant Agreement is hereby amended by deleting such Section and replacing it entirely as follows: |
|---|
“7.2 Replacement Warrants. The Warrant Agent shall issue replacement Warrants in a form mutually agreed to by Warrant Agent and the Company for those certificates alleged to have been lost, stolen or destroyed, upon receipt by Warrant Agent of an open penalty surety bond satisfactory to it and holding it and Company harmless, absent notice to Warrant Agent that such certificates have been acquired by a bona fide purchaser. Warrant Agent may, at its option, issue replacement Warrants for mutilated certificates upon presentation thereof without such indemnity.”
| u) | Section 7.3 of the Warrant Agreement is hereby amended by deleting such Section and replacing it entirely as follows: |
|---|
“7.3 Authority to Issue Warrants and Delegation of Authority. (a) The Parent Surviving Corporation shall ensure that, at all times, the Board of Directors is duly authorized to issue the Warrants through a valid delegation of authority (délégation de compétence) granted by the extraordinary shareholders’ meeting (assemblée générale extraordinaire) in accordance with Articles L. 225-129 and L. 225-129-2 of the French Code de commerce, prior to the Reincorporation Merger Effective Time. (b) The Parent Surviving Corporation shall use commercially reasonable efforts to obtain the renewal of such delegation before its expiration and shall, in any event, ensure that a replacement delegation is approved no later than the date on which the existing delegation expires, so that the Board of Directors’ authority to issue the Warrants remains uninterrupted. (c) For the purposes of the Warrant Agreement, any reference to “authorized but unissued shares” shall, with respect to the Parent Surviving Corporation, be construed as a reference to the Warrants that may be issued pursuant to a valid authorization granted by the extraordinary shareholders’ meeting and an effective delegation of authority in favor of the Board of Directors.”
| v) | Section 7.4.2 of the Warrant Agreement is hereby amended by adding the following text to the end thereof: |
|---|
“The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this Agreement to calculate, the number of Class A Shares to be issued upon such exercise, and such exercise will be determined by the Company (with written notice thereof to the Warrant Agent). The Warrant Agent shall have no duty or obligation to investigate or confirm whether the Company’s determination of the number of Class A Shares to be issued on such exercise, pursuant to this Section 7.4.2, is accurate or correct.”
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| w) | Section 8.2.1 of the Warrant Agreement is hereby amended by deleting such Section and replacing it entirely as follows: |
|---|
“8.2.1 Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving thirty (30) days’ notice in writing to the Company, with such resignation to become effective immediately upon the expiration of such notice period. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation or other entity organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations. If any transfer agency relationship between Computershare and the Company is terminated, the relationship between the Warrant Agent and the Company under this Agreement is terminated at the same time.”
| x) | Section 8.4.1 of the Warrant Agreement is hereby amended by deleting such Section and replacing it entirely as follows: |
|---|
“8.4.1 Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by any director of the Company, the Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in the absence of bad faith by it pursuant to the provisions of this Agreement.”
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| y) | Section 8.4.2 of the Warrant Agreement is hereby amended by deleting such Section and replacing it entirely as follows: |
|---|
“8.4.2 Indemnity. The Company covenants and agrees to indemnify and to hold the Warrant Agent harmless against any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including the reasonable fees and expenses of legal counsel) (collectively, “Losses”) which may be paid, incurred or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting from any action taken, suffered or omitted by the Warrant Agent in connection with the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the reasonable costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly, or of enforcing its rights under this Agreement; provided, that such covenant and agreement does not extend to, and the Warrant Agent shall not be indemnified with respect to, such Losses incurred or suffered by the Warrant Agent as a result of, or arising out of, its gross negligence, bad faith, or willful misconduct (which gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction). From time to time, Company may provide Warrant Agent with instructions concerning the services performed by the Warrant Agent hereunder. In addition, at any time Warrant Agent may apply to any officer of Company for instruction and may consult with legal counsel for Warrant Agent or Company with respect to any matter arising in connection with the services to be performed by the Warrant Agent under this Agreement. Warrant Agent and its agents and subcontractors shall not be liable and shall be indemnified by Company for any action taken or omitted by Warrant Agent in reliance upon any Company instructions or upon the advice or opinion of such counsel. Warrant Agent shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from Company. Notwithstanding anything contained herein to the contrary, the Warrant Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to Warrant Agent as fees and charges, but not including reimbursable expenses, during the twelve (12) months immediately preceding the event for which recovery from Warrant Agent is being sought. Neither party to this Agreement shall be liable to the other party for any consequential, indirect, special or incidental damages under any provisions of this Agreement or for any consequential, indirect, punitive, special or incidental damages arising out of any act or failure to act hereunder even if that party has been advised of or has foreseen the possibility of such damages. The obligations of the Company set forth in this Section 8.4.2 shall survive the exercise or expiration of the Warrants, the termination of this Agreement and the resignation, replacement or removal of the Warrant Agent.”
| z) | Section 8.5 of the Warrant Agreement is hereby amended by deleting such Section and replacing it entirely as follows: |
|---|
“8.5 Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth and among other things, shall account, as promptly as practicable, to the Company with respect to Warrants exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Class A Shares through the exercise of the Warrants.”
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| aa) | Section 8 of the Warrant Agreement is hereby amended by adding a new Section 8.7 immediately following Section 8.6 as follows: |
|---|
“8.7 Funds. All funds administered by Computershare under this Agreement that are to be distributed or applied by Computershare in the performance of services (the “Funds”) shall be administered by Computershare as agent for Company and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for Company. Until paid pursuant to this Agreement, Computershare may administer or invest the Funds through such accounts in: (a) funds backed by obligations of, or guaranteed by, the United States of America; (b) debt or commercial paper obligations rated A-1 or P-1 or better by S&P Global Inc. (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”), respectively; (c) Government and Treasury backed AAA-rated Fixed NAV money market funds that comply with Rule 2a-7 of the Investment Company Act of 1940, as amended; or (d) short term certificates of deposit, bank repurchase agreements, and bank accounts with commercial banks with Tier 1 capital exceeding $1 billion, or with an investment grade rating by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment made by Computershare in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits or investments. Computershare shall not be obligated to pay such interest, dividends or earnings to Company, any shareholder or any other party.”
| bb) | Section 8 of the Warrant Agreement is hereby amended by adding a new Section 8.8 immediately following Section 8.7 as follows: |
|---|
“8.8 Forward of Funds. The Warrant Agent shall forward funds received for warrant exercises in a given month by the 5^th^ business day of the following month by wire transfer to an account designated by the Company.”
| cc) | Section 8 of the Warrant Agreement is hereby amended by adding a new Section 8.9 immediately following Section 8.8 as follows: |
|---|
“8.9 Subagents. The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorney or agents, provided, however, that the Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such agents or subcontractors or for any loss to the Company resulting from any such act, default, neglect or misconduct, absent gross negligence, bad faith or willful misconduct (each as determined by a final, non-appealable judgment of a court of competent jurisdiction) in the selection or continued employment thereof.”
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| dd) | Section 9.2 of the Warrant Agreement is hereby amended by deleting such Section and replacing it entirely as follows: |
|---|
“9.2 Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery, by pdf via email, or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:
c/o
Pasqal Holding SA
24 Av. Emile Baudot
91120 Palaiseau France
Attn: Stéphane Rougeot
Email: [email protected]
Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery, by pdf via email, or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:
Computershare Trust Company, N.A.,
Computershare Inc.
150 Royall Street
Canton, MA 02021
Attention: Client Services
Facsimile: (718) 575-4210
Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Représentant de la Masse shall be sufficiently given when so delivered if by hand or overnight delivery, by pdf via email, or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Représentant de la Masse with the Company and the holder of any Warrant), as follows:
Aether Financial Services
36 rue de Monceau
75008 Paris
France
Email: [email protected]
with a copy in each case (which shall not constitute notice) to:
Orrick, Herrington & Sutcliffe LLP
222 Berkeley Street
Suite 2000
Boston, MA 02116
Attn: Albert Vanderlaan; Marsha Mogilevich
Email:[email protected]; [email protected]”
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| ee) | Section 9.6 of the Warrant Agreement is hereby amended by deleting such Section and replacing it entirely as follows: |
|---|
“9.6 Counterparts. This Agreement may be executed in any number of original, electronic or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Agreement transmitted electronically shall have the same authority, effect, and enforceability as an original signature.”
| ff) | Section 9.8 of the Warrant Agreement is hereby amended by adding the following text to the end thereof: |
|---|
“No supplement or amendment to this Agreement shall be effective unless duly executed by the Warrant Agent and the Company. As a condition precedent to the Warrant Agent’s execution of any amendment, the Company shall deliver to the Warrant Agent a certificate from a duly authorized officer of the Company that states that the proposed amendment is in compliance with the terms of this Section 9.8. Notwithstanding anything in this Agreement to the contrary, the Warrant Agent may, but shall not be obligated to, enter into any supplement or amendment that adversely affects the Warrant Agent’s own rights, duties, immunities or obligations under this Agreement.”
| gg) | Section 9.9 of the Warrant Agreement is hereby amended by deleting such Section and replacing it entirely as follows: |
|---|
“9.9 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof; provided that if such excluded provision shall affect the rights, immunities, liabilities, duties or obligations of the Warrant Agent, the Warrant Agent shall be entitled to resign immediately upon written notice to the Company. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.”
| hh) | Section 9 of the Warrant Agreement is hereby amended by adding a new Section 9.10 immediately following Section 9.9 as follows: |
|---|
“9.10 Force Majeure. Notwithstanding anything to the contrary contained herein, the Warrant Agent will not be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, epidemic, pandemic, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.”
| ii) | Section 9 of the Warrant Agreement is hereby amended by adding a new Section 9.11 immediately following Section 9.10 as follows: |
|---|
“9.11 Confidentiality. The Warrant Agent and the Company agree that all books, records, information and data pertaining to the business of the other party, including inter alia, personal, non-public warrant holder information, which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement including the fees for services set forth in the attached schedule shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law, including, without limitation, pursuant to subpoenas from state or federal government authorities (e.g., in divorce and criminal actions).”
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| jj) | Section 9 of the Warrant Agreement is hereby amended by adding a new Section 9.12 immediately following Section 9.11 as follows: |
|---|
“9.12 Further Assurances. The Company shall perform, acknowledge and deliver or cause to be performed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as may be reasonably required by the Warrant Agent for the carrying out or performing by the Warrant Agent of the provisions of this Agreement.”
| kk) | Section 9 of the Warrant Agreement is hereby further amended<br>by adding a new Section 9.13 immediately following Section 9.12 as follows: |
|---|
“9.13 French Law Compliance - Issuance of Shares upon Exercise of Warrants. The parties acknowledge that the Parent Surviving Corporation is a société anonyme organized under the laws of the Republic of France and that the issuance of the Warrants and of the Parent Surviving Corporation Shares issuable upon their exercise is subject to the mandatory provisions of the French Code de commerce applicable to securities giving access to the share capital (valeurs mobilières donnant accès au capital). Accordingly, the following provisions shall apply:
(a) Shareholders’ Authorization and Delegation of Authority. The issuance of the Warrants and of the Parent Surviving Corporation Shares issuable upon exercise thereof shall be authorized by the extraordinary shareholders’ meeting (assemblée générale extraordinaire) of the Parent Surviving Corporation in accordance with Articles L. 225-129 et seq. and L. 228-91 et seq. of the French Code de commerce, prior to the Reincorporation Merger Effective Time. Such authorization shall be adopted on the basis of a report of the Board of Directors and a special report of the statutory auditors (commissaires aux comptes), to the extent required under applicable law, and shall include a delegation of authority (délégation de compétence) granted to the Board of Directors pursuant to Articles L. 225-129 and L. 225-129-2 of the French Code de commerce, authorizing the Board of Directors to determine the terms of, and decide, the issuance of the Warrants and the Parent Surviving Corporation Shares issuable upon exercise thereof. The Parent Surviving Corporation shall maintain such delegation in full force and effect and shall procure its renewal prior to its expiration so that the Board of Directors remains duly authorized to issue the Warrants and the underlying Parent Surviving Corporation Shares at all times while any Warrants remain outstanding.
(b) Statutory Auditors’ Report. The Parent Surviving Corporation shall ensure that the statutory auditors (commissaires aux comptes) prepare and submit the special report required under the French Code de commerce in connection with the proposed issuance of the Warrants. Such report shall address, to the extent required by applicable law, the principal terms of the issuance, including the basis for determining the exercise price, the characteristics of the Warrants, the terms governing the issuance of the Parent Surviving Corporation Shares upon exercise and the period during which the Warrants may be exercised.
(c) Waiver of Preferential Subscription Rights (Droit Préférentiel de Souscription). In connection with the authorization of the Warrants, the extraordinary shareholders’ meeting shall resolve, to the extent required under Articles L. 225-132 and L. 228-91 et seq. of the French Code de commerce, to waive the shareholders’ preferential subscription rights (droit préférentiel de souscription) with respect to both the Warrants and the Parent Surviving Corporation Shares issuable upon exercise thereof. The Parent Surviving Corporation shall ensure that such waiver is validly adopted prior to the issuance of the Warrants, it being acknowledged that, under French law, any failure to comply with the mandatory rules governing preferential subscription rights or their waiver may result in the nullity of the relevant corporate resolutions.
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(d) Masse of Warrant Holders. In accordance with Article L. 228-103 of the French Code de commerce, the holders of the Warrants shall be grouped into a masse having civil personality (personnalité civile) for the purpose of protecting their common interests. A representative of such masse (the “Représentant de la Masse”) shall be appointed in accordance with Articles L. 228-47 to L. 228-64 and L. 228-66 of the French Code de commerce. The first representative shall be Aether Financial Services. Each Warrant shall entitle its holder to one (1) vote at any general meeting of the masse of Warrant Holders, in accordance with Article L. 228-103, paragraph 3, of the French Code de commerce. The costs and expenses relating to the functioning of the masse, including meetings of the masse, shall be borne by the Parent Surviving Corporation in accordance with Article L. 228-103. The general meeting of the masse shall be convened by the Board of Directors in accordance with the terms of this Agreement unless applicable law provides otherwise. The general meeting of the masse may approve modifications to the terms and conditions of issuance of the Warrants and shall be consulted on any decision affecting the conditions of subscription or attribution of shares determined at the time of issuance, in accordance with Article L. 228-103 of the French Code de commerce. The representative shall have the right to attend the Parent Surviving Corporation shareholders’ meetings without voting rights, in accordance with Article L. 228-105 of the French Code de commerce.
Specific Undertaking. Each of the undersigned undertakes not to vote in favor of, or otherwise support, any resolution submitted to the general meeting of the masse of Warrant Holders which would result in any modification or amendment to the Warrant Agreement, as amended, or to the terms and conditions of the Parent Surviving Corporation Warrants, unless such resolution has been approved by holders representing at least fifty percent (50%) of the then outstanding Parent Surviving Corporation Warrants, in accordance with Section 9.8 of the Warrant Agreement.
(e) Protection of Warrant Holders upon Certain Corporate Actions. For so long as any Warrants remain outstanding, the Parent Surviving Corporation shall comply with the provisions of Articles L. 228-98 through L. 228-101 of the French Code de commerce relating to the protection of holders of securities giving access to the share capital. In particular, the Parent Surviving Corporation shall not, except as permitted by the terms and conditions of issuance of the Warrants or with the approval of the masse of Warrant Holders where required by applicable law, take any action having the effect of adversely affecting the rights of the Warrant Holders, including:
(i) any change to its corporate form (forme sociale) or corporate purpose (objet social), any modification of the rules governing profit distributions, any amortization of its share capital, or the creation of preference shares (actions de préférence) affecting such rights;
(ii) any issuance of equity securities, distribution of reserves or issue premiums, or creation of preference shares resulting in a dilution or modification of the rights attached to the Warrants, without implementing the protective measures required under Article L. 228-99 of the French Code de commerce, including, as applicable, adjustment of the exercise terms of the Warrants or any other measure ensuring that the rights of the Warrant Holders are preserved;
(iii) any reduction of share capital motivated by losses, in which case the rights of the Warrant Holders shall be adjusted in accordance with Article L. 228-98 of the French Code de commerce; and
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(iv) any merger (fusion) or demerger (scission) resulting in the transfer of the rights attached to the Warrants, in which case the Warrant Holders shall retain equivalent rights in the surviving or beneficiary entity in accordance with Article L. 228-101 of the French Code de commerce.
The Parent Surviving Corporation shall provide the notices required under the French Code de commerce in connection with any corporate action requiring an adjustment or other protective measure with respect to the Warrants, in addition to any notice required under Section 9.2.
(f) Adjustment Reporting. Any adjustment to the exercise terms of the Warrants made pursuant to Section 9.13(e) shall be disclosed in the Parent Surviving Corporation’s management report (rapport de gestion) for the relevant financial year, including the calculation methodology and the resulting adjustment, to the extent required by Articles R. 228-90 and R. 228-91 of the French Code de commerce.
(i) Right of Communication. The representatives of the masse of Warrant Holders shall be entitled to exercise the rights of communication granted under Article L. 228-105 of the French Code de commerce, including access to the corporate documents made available to shareholders in accordance with applicable law.”
| 3. | Reference to and Effect on Agreements. Any references to “this Agreement” in the Warrant Agreement will mean the Warrant Agreement as amended by this Agreement. Except as specifically amended by this Agreement, the provisions of the Warrant Agreement shall remain in full force and effect. |
|---|---|
| 4. | Entire Agreement. This Agreement and the Warrant Agreement, as modified by this Agreement, constitute the entire understanding of the parties and supersede all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated. |
| --- | --- |
| 5. | Applicable Law. The validity, interpretation, and performance of this Agreement shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. In the event of any conflict between the provisions of this Agreement and mandatory provisions of applicable French corporate law governing the issuance of the Warrants or the Parent Surviving Corporation Shares, the Surviving Corporation shall take all actions reasonably necessary to give effect to the intent of this Agreement in a manner consistent with such mandatory provisions, and any such conflict shall not affect the validity or enforceability of the remaining provisions of this Agreement. |
| --- | --- |
| 6. | Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Execution and delivery of this Agreement by electronic mail or exchange of facsimile of .pdf copies bearing the facsimile signature of a party hereto shall constitute a valid and binding execution and delivery of this Agreement by such party. |
| --- | --- |
| 7. | Successors. All the covenants and provisions of this Agreement shall bind and inure to the benefit of each party’s respective successors and assigns. |
| --- | --- |
| 8. | Effectiveness of Agreement. Each of the parties hereto acknowledges and agrees that the effectiveness of this Agreement shall be contingent upon the occurrence of the Business Combination and the Closing. |
| --- | --- |
[Signature Page Follows]
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IN WITNESS WHEREOF, each party hereto has signed or has caused to be signed by its officer thereunto duly authorized this Warrant Amendment Agreement as of the date first above written.
| PASQAL<br>HOLDING SA | ||
|---|---|---|
| By: | /s/<br>Wasiq Bokhari | |
| Name: | Wasiq<br>Bokhari | |
| Title: | Chief<br>Executive Officer | |
| CONTINENTAL<br>STOCK TRANSFER & TRUST COMPANY | ||
| By: | /s/<br>Steven Vacante | |
| Name: | Steven<br>Vacante | |
| Title: | Vice<br>President | |
| COMPUTERSHARE<br>INC. | ||
| COMPUTERSHARE<br>TRUST COMPANY, N.A. | ||
| By: | /s/<br>Collin Ekeogu | |
| Name: | Collin<br>Ekeogu | |
| Title: | Director,<br>Corporate Actions |
[Signature Page to Warrant Amendment Agreement]
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Exhibit 2.3
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
TERMS AND CONDITIONS OF THE
SENIOR UNSECURED CONVERTIBLE BONDS
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.
The purpose of this document (hereinafter the “Terms and Conditions”) is to define the terms and conditions of the Convertible Bonds and the related obligations of the Company and the Bondholders.
ARTICLE 1. DEFINITIONS
For the purposes hereof, capitalized terms shall have the following meanings, unless they are otherwise specifically defined, and definitions used in the Terms and Conditions shall apply equally to both the singular and plural forms of the terms defined:
| “Accrued<br>Value” | means,<br>as of any date, with respect to each Convertible Bond as of the determination date, the sum, subject to appropriate adjustment in<br>the event of any stock dividend, stock split, combination or other similar recapitalization, of (i) the principal amount of such<br>Convertible Bond, plus (ii) the aggregate amount of any accrued and unpaid Interest or coupons on such Convertible Bond as of such<br>date; |
|---|---|
| “Affiliate” | means<br>any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control<br>with a Person; |
| “Alternate<br>Consideration” | has<br>the meaning ascribed to such term in Section 7.6.1; |
| “Attribution<br>Parties” | has<br>the meaning ascribed to such term in Section 5.9; |
| “Available<br>Proceeds” | means<br>the consideration received by the Company in a Deemed Liquidation Event (net of any retained liabilities associated with the assets<br>sold or technology licensed, or any other expenses associated with the Deemed Liquidation Event or the dissolution of the Company,<br>in each case as determined in good faith by the Board), together with any other assets of the Company available for distribution<br>to its shareholders, all to the extent permitted by French Code de commerce governing distributions to shareholders; |
| “Beneficial<br>Ownership Limitation” | has<br>the meaning ascribed to such term in Section 5.9; |
| --- | --- |
| “Business<br>Day” | means<br>any day other than Saturday, Sunday or other day on which commercial banks in the City of New York, New York are authorized or required<br>by law to remain closed; provided that any reference to a Business Day that involves a payment or the delivery of the Conversion<br>Shares, to be made by the Company, shall mean any day other than Saturday, Sunday or other day on which commercial banks in the City<br>of New York, New York or Paris, France are authorized or required by law to remain closed; |
| “Board” | has<br>the meaning ascribed to such term in the recitals; |
| “Bondholder<br>Redemption Date” | has<br>the meaning ascribed to such term in Section 6.1; |
| “Bondholder<br>Redemption Notice” | has<br>the meaning ascribed to such term in Section 6.1; |
| “Bondholder<br>Redemption Price” | has<br>the meaning ascribed to such term in Section 6.1; |
| “Bondholder<br>Redemption Right” | has<br>the meaning ascribed to such term in Section 6.1; |
| “Bondholders” | means<br>the holders of Convertible Bonds; |
| “Bondholder<br>Majority” | means<br>the Bondholders holding the majority (at least fifty and one-hundredth percent (50.01%)) of the outstanding aggregate principal amount<br>of the Convertible Bonds; |
| “Bondholders’<br>Representative” | has<br>the meaning ascribed to such term in Section 8.2; |
| “Business<br>Combination Agreement” | means<br>that certain Agreement and Plan of Merger, dated February 28, 2026, by and among Bleichroeder Acquisition Corp. II, a Cayman Islands<br>exempted company, Bleichroeder Acquisition 2 France, a société par actions simplifiée formed under the<br>laws of the Republic of France, and the Company, as amended, restated or otherwise modified; |
| “Buy-In” | has<br>the meaning ascribed to such term in Section 5.5.1; |
| “Call<br>Date” | has<br>the meaning ascribed to such term in Section 6.2; |
| “Call<br>Price” | has<br>the meaning ascribed to such term in Section 6.2; |
| “Call<br>Notice” | has<br>the meaning ascribed to such term in Section 6.2; |
| “Cash<br>Settlement from Distributable Amounts” | has<br>the meaning ascribed to such term in Section 6.1; |
| “Cash<br>Settlement from New Equity Issuance” | has<br>the meaning ascribed to such term in Section 6.1; |
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| “Commission” | means<br>the United States Securities and Exchange Commission; |
|---|---|
| “Company” | has<br>the meaning ascribed to such term in the recitals; |
| “Conversion<br>Date” | has<br>the meaning ascribed to such term in Section 5.1.1; |
| “Conversion<br>Price” | means<br>USD$12.00, subject to adjustment herein (or its equivalent based on the European Central Bank reference exchange rate applicable<br>the relevant Trading Day); |
| “Conversion<br>Shares” | means,<br>collectively, the Ordinary Shares issuable upon conversion of the Convertible Bonds in accordance with the terms hereof; |
| “Convertible<br>Bonds” | means<br>the senior unsecured bonds convertible into Ordinary Shares of the Company (obligations convertibles en actions ordinaires) issued<br>for a total subscription amount of two hundred and fifty million US dollars (USD 250,000,000), corresponding to a total stated value<br>of three hundred and twelve million five hundred thousand US dollars (USD 312,500,000) on the date hereof to the benefit of the Investors; |
| “Convertible<br>Securities” | means<br>any shares or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for, or which<br>otherwise entitles the Bondholder thereof to acquire, any Ordinary Shares; |
| “Deemed<br>Liquidation Event” | means<br>(i) a merger or consolidation in which the Company or a Subsidiary of the Company is a constituent<br>party and the Company issues shares pursuant to such merger or consolidation or (ii) (a)<br>a sale, in a single transaction or series of related transactions, by the Company of all<br>or substantially all the assets of the Company and its Subsidiaries taken as a whole, or<br>(b) a sale or disposition (whether by merger, consolidation or otherwise, and whether in<br>a single transaction or a series of related transactions) of one or more Subsidiaries of<br>the Company if substantially all of the assets of the Company and its Subsidiaries taken<br>as a whole are held by such Subsidiary or Subsidiaries, except where such sale is to a wholly<br>owned Subsidiary of the Company or directly or indirectly controlled (controlled as defined<br>under article L. 233-3 I. of the French Commercial Code), will be treated as a liquidation<br>event.<br><br>A<br>Deemed Liquidation Event shall not include any merger or consolidation involving the issuer in which the shares of capital stock<br>of the issuer outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged<br>for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power,<br>of the capital stock of (1) the surviving or resulting corporation or (2) if the surviving or resulting corporation is a wholly owned<br>Subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or<br>resulting corporation; |
| “Dilutive<br>Issuance” | has<br>the meaning ascribed to such term in Section 7.3.1; |
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| “Distribution” | has<br>the meaning ascribed to such term in Section 7.5; |
|---|---|
| “Exempt<br>Issuance” | means<br>the issuance of (a) any securities of the Company to employees, officers or directors, consultants, contractors, vendors or other agents<br>of the Company pursuant to any share or option plan duly adopted for such purpose, by the Board, (b) securities upon the exercise or<br>exchange of or conversion of any securities issued pursuant to the Purchase Agreements or the Business Combination Agreement and/or other<br>securities exercisable or exchangeable for or convertible into Ordinary Shares issued and outstanding on the date hereof, provided<br>that such securities have not been amended since the date hereof to increase the number of such securities or to decrease the<br>exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations and<br>automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such securities which are not more favorable to<br>the Bondholder thereof than the anti-dilution and similar provisions set forth herein) or to extend the term of such securities, (c)<br>the Conversion Shares, (d) securities issued pursuant to any merger, acquisition or strategic transaction or partnership approved by<br>a majority of the directors of the Company, provided that (i) such securities are issued as “restricted securities”<br>(as defined in Rule 144) or are issued pursuant to an effective registration statement pursuant to the Securities Act and (ii) any such<br>issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company<br>or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits<br>in addition to the investment of funds and (e) any securities issued by the corporation pursuant to any legal settlement or similar arrangement<br>agreed or entered into by the Company, but any such Exempt Issuance shall not include a transaction in which the Company is<br>issuing securities (i) primarily for the purpose of raising capital, including an at-the-market offering, or (ii) to an entity whose<br>primary business is investing in securities; |
| “Exchange<br>Act” | means<br>the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; |
| “Floor<br>Price” | means<br>the lesser of (i) USD$7.80 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction<br>occurring after the date of the Purchase Agreement) and (ii) the Conversion Price then in effect (or its equivalent based on the<br>European Central Bank reference exchange rate applicable the relevant Trading Day); |
| “Fundamental<br>Transaction” | has<br>the meaning ascribed to such term in Section 7.6.1; |
| “Inflection<br>Point” | means<br>Inflection Point Fund I, LP; |
| “Investors” | means<br>(i) Inflection Point Asset Management LLC, (ii) Alyeska Master Fund, L.P. (iii) Continental General Insurance Company, (iv) Bpifrance<br>Innovation I – Large Venture 2, (v) Science & Technology Partners, L.P. and (vi) Alto Opportunity Master Fund, SPC –<br>Segregated Master Portfolio B; |
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| “Interest” | has<br>the meaning ascribed to such term in Section 3.2; |
|---|---|
| “Interest<br>Period” | has<br>the meaning ascribed to such term in Section 3.2; |
| “Issuance<br>Date” | means<br>the date of issuance of the Convertible Bonds (i.e., the date(s) of the decision(s) of the shareholders of the Company, relating<br>to the issuance of the Convertible Bonds); |
| “Joining<br>Bondholder” | means<br>any investor subscribing to the Convertible Bonds, who adhered to those terms and conditions; |
| “Junior<br>Securities” | has<br>the meaning ascribed to such term in Section 3.3.2; |
| “Masse” | has<br>the meaning ascribed to such term in Section 8.1; |
| “Nominal<br>Value” | means<br>the nominal value of each Convertible Bond, i.e., EUR 0.01; |
| “New<br>Issuance Price” | has<br>the meaning ascribed to such term in Section 7.3.1; |
| “Notice<br>of Conversion” | has<br>the meaning ascribed to such term in Section 5.1.1; |
| “Options” | means<br>any rights, warrants or options to subscribe for or purchase Ordinary Shares or Convertible Securities; |
| “Option<br>Value” | means<br>the value of an Option based on the Black-Scholes Option Pricing model obtained from the “OV” function on Bloomberg determined<br>as of (A) the Trading Day prior to the public announcement of the issuance of the applicable Option, if the issuance of such Option<br>is publicly announced or (B) the Trading Day immediately following the issuance of the applicable Option if the issuance of such<br>Option is not publicly announced, for pricing purposes and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury<br>rate for a period equal to the remaining term of the applicable Option as of the applicable date of determination, (ii) an expected<br>volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as<br>of (A) the Trading Day immediately following the public announcement of the applicable Option if the issuance of such Option is publicly<br>announced or (B) the Trading Day immediately following the issuance of the applicable Option if the issuance of such Option is not<br>publicly announced, (iii) the underlying price per share used in such calculation shall be the highest weighted average price of<br>the Ordinary Shares during the period beginning on the Trading Day prior to the execution of definitive documentation relating to<br>the issuance of the applicable Option and ending on (A) the Trading Day immediately following the public announcement of such issuance,<br>if the issuance of such Option is publicly announced or (B) the Trading Day immediately following the issuance of the applicable<br>Option if the issuance of such Option is not publicly announced, (iv) a zero cost of borrow and (v) a 360 day annualization factor, provided, however,<br>in case any Option is issued in connection with the issue or sale of other securities of the Company, together comprising one integrated<br>transaction, in no event shall the Option Value exceed a fraction of the aggregate consideration received (excluding the minimum<br>aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained<br>therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise of such Options, or in the case<br>of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of<br>such Convertible Securities) equal to (1) the number of Ordinary Shares underlying such Option divided by (2) the total number of<br>Ordinary Shares issued or issuable in the integrated transaction (including the number of Shares underlying such Option); |
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| “Optional<br>Conversion Notice” | has<br>the meaning ascribed to such term in Section 5.9; |
|---|---|
| “Ordinary<br>Share(s)” | means<br>the ordinary shares (actions ordinaires) issued or to be issued by the Company; |
| “Parties” | Means<br>the Company and the Bondholders; |
| “Person” | means<br>an individual or corporation, company, partnership, trust, incorporated or unincorporated association, joint venture, limited liability<br>company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind; |
| “Purchase<br>Agreement” | means<br>the Securities Purchase Agreement, dated as of March 4, 2026, by and among Bleichroeder Acquisition Corp. II, a Cayman Islands exempted<br>company, Bleichroeder Acquisition 2 France, a société par actions simplifiée formed under the laws of<br>the Republic of France, on behalf of the Company, and the purchasers identified on the signature pages thereto, as amended by<br>that certain Assignment and Assumption Agreement, dated as of May 26, 2026, as it may be further amended, modified or supplemented<br>from time to time in accordance with its terms; |
| “Purchase<br>Rights” | has<br>the meaning ascribed to such term in Section 7.4; |
| “Registration<br>Rights Agreement” | means<br>the Amended and Restated Registration Rights Agreement, dated as of August 27, 2026, among the Company, the original Bondholders and<br>certain other securityholders of the Company, as it may be amended, restated or otherwise modified from time to time; |
| “Registration<br>Statement” | means<br>a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering the resale of the Underlying<br>Shares by the Bondholder as provided for in the Registration Rights Agreement; |
| “Rule<br>144” | means<br>Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar<br>rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule; |
| “Securities<br>Act” | means<br>the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; |
| “Settlement<br>Election Notice” | has<br>the meaning ascribed to such term in Section 6.1; |
| “Share<br>Settlement” | has<br>the meaning ascribed to such term in Section 6.1; |
| “Share<br>Settlement Price” | has<br>the meaning ascribed to such term in Section 6.1; |
| “Shares” | means<br>the shares (actions) issued by the Company irrespective of their class or category; |
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| “Shareholders’<br>Decisions” | means<br>the decisions of the shareholders of the Company issuing the Convertible Bonds; |
|---|---|
| “Share<br>Delivery Date” | has<br>the meaning ascribed to such term in Section 5.2.1; |
| “Share<br>Equivalents” | means<br>any securities of the Company that would entitle the holder thereof to acquire at any time Ordinary Shares, including, without limitation,<br>any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable<br>for, or otherwise entitles the holder thereof to receive or subscribe, Ordinary Shares; |
| “Subsidiary” | means<br>any subsidiary of the Company as of the date hereof; |
| “Successor<br>Entity” | has<br>the meaning ascribed to such term in Section 7.6.3; |
| “Tax<br>Deduction” | has<br>the meaning ascribed to such term in Section 3.2; |
| “Terms<br>and Conditions” | has<br>the meaning ascribed to such term in the recitals; |
| “Total<br>Subscription Price” | has<br>the meaning ascribed to such term in Section 2.1.1; |
| “Trading<br>Day” | means<br>a day on which the principal Trading Market is open for business; |
| “Trading<br>Market” | means<br>any of the following markets or exchanges on which the Ordinary Shares are listed or quoted for trading on the date in question:<br>the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange<br>(or any successors to any of the foregoing); |
| “Transfer<br>Agent” | means<br>Computershare Trust Company, N.A. and any successor transfer agent of the Company; |
| “Underlying<br>Shares” | means<br>the Conversion Shares and the Warrant Shares; |
| “Valuation<br>Event” | has<br>the meaning ascribed to such term in Section 7.3.1.3.2; |
| “VWAP” | means,<br>for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed<br>or quoted on a Trading Market, the daily volume weighted average price of the Ordinary Shares for the 20 Trading Days preceding such<br>date (or the nearest preceding date) on the Trading Market on which the Ordinary Shares then listed or quoted as reported by Bloomberg<br>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)), (b) if OTCQB or OTCQX is not<br>a Trading Market, the volume weighted average price of the Ordinary Shares for the 20 Trading Days preceding such date (or the nearest<br>preceding date) on OTCQB or OTCQX as applicable, (c) if the Ordinary Shares are not then listed or quoted for trading on OTCQB or<br>OTCQX and if prices for the Ordinary Shares are then reported in The Pink Open Market (or a similar organization or agency succeeding<br>to its functions of reporting prices), the average of the highest closing bid price and the lowest closing ask price of the Ordinary<br>Shares for the 20 Trading Days preceding such date, or (d) in all other cases, the fair market value of an Ordinary Share as determined<br>by an independent appraiser selected in good faith by the Bondholder Majority in interest of the Convertible Bonds then outstanding<br>and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company; |
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| “VWAP<br>Calculation Period” | has<br>the meaning ascribed to such term in Section 7.2; |
|---|---|
| “VWAP<br>Reset” | means<br>the one-time downward adjustment of the Conversion Price equal to the VWAP of the 20-trading day period immediately commencing on<br>(but excluding) the date that is six (6) months after the Issuance Date, subject to a price floor of USD$7.80 per share (or its equivalent<br>based on the European Central Bank reference exchange rate applicable the relevant Trading Day) (the “VWAP Floor Price”); |
| “VWAP<br>Reset Date” | has<br>the meaning ascribed to such term in Section 7.2; |
| “Warrants” | has<br>the meaning ascribed to such term in Section 9; |
| “Warrant<br>Shares” | means<br>the Ordinary Shares issuable upon exercise of the Warrants. |
ARTICLE 2. SUBSCRIPTION OF THE CONVERTIBLE BONDS
| 2.1. | Number<br>and subscription price of the Convertible Bonds |
|---|---|
| 2.1.1. | Pursuant<br>to the Shareholders’ Decisions, a total subscription amount of two hundred and fifty<br>million US dollars (USD 250,000,000), corresponding to a total stated value of three hundred<br>and twelve million five hundred thousand US dollars (USD 312,500,000), ofConvertible Bonds<br>each at a nominal value of EUR 0.01, were issued on 27 August 2026, in consideration for<br>the receipt by the Company of the subscription price for such Convertible Bonds (the “Total<br>Subscription Price”). |
| --- | --- |
| 2.2. | Compliance<br>with U.S. Securities Laws |
| --- | --- |
| 2.2.1. | The<br>Bondholder, by the acceptance hereof, represents and warrants that it is acquiring this Convertible<br>Bond and, upon any conversion hereof, will subscribe the Ordinary Shares issuable upon such<br>exercise, for its own account and not with a view to or for distributing or reselling such<br>Ordinary Shares or any part thereof in violation of the Securities Act or any applicable<br>state securities law, except pursuant to sales registered or exempted under the Securities<br>Act. |
| --- | --- |
| 2.2.2. | This<br>Convertible Bond does not entitle the Bondholder to any voting rights or other rights as<br>a shareholder of the Company prior to the conversion hereof as set forth in Section 5, except<br>as otherwise expressly set forth herein. |
| --- | --- |
| 2.2.3. | The<br>Bondholder acknowledges that the Ordinary Shares acquired upon the conversion of this Convertible<br>Bond, if not registered, will have restrictions upon resale imposed by state and federal<br>securities laws. |
| --- | --- |
ARTICLE 3. CHARACTERISTICS OF THE CONVERTIBLE BONDS
| 3.1. | Form<br>and delivery of the Convertible Bonds |
|---|
The Convertible Bonds shall be in registered form (forme nominative) (but shall not be, for the avoidance of doubt, registered with the Commission). Title thereto shall be evidenced by book entries in the name of its holders in the Company’s Bondholder register and transfer book in accordance with article L. 211-3 and seq. of the French Code monétaire et financier.
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| 3.2. | Interest<br>rate |
|---|
Each Convertible Bond shall bear interest (the “Interest”) from the relevant Issuance Date (excluded) and until such Convertible Bond’s conversion or redemption pursuant to Article 5 or Article 6, payable in cash on a semi-annual basis at a rate equal to 10%; provided, however, that if a payment in cash has not been made on a semi-annual payment date, payment on the next semi-annual Payment Date shall be in PIK at a rate of 12% payable and compounded annually from the last payment date on which a payment in cash has been made (defined as any period of 365 consecutive days elapsed).
Each interest period for a Convertible Bond (an “Interest Period”) shall start on the relevant Issuance Date or on the last day of its preceding Interest Period. Each Interest Period shall have a duration of 6 months in case of cash payment or one year in case of PIK or any other period agreed between the Bondholder Majority and the Company.
The Interest shall be calculated pro rata temporis (on the basis of a 365-day year or 6 months in case of cash payment). If calculated over a period of less than a year, the Interest shall be calculated on the basis of the number of days elapsed during the interest period concerned divided by 365. The amount of Interest due for each Bondholder shall be calculated by reference to the amount of the total outstanding number of Convertible Bonds held by the relevant Bondholder on the date of calculation of Interest, the amount of such payment being rounded to the nearest second decimal.
The amount of Interest accrued and unpaid shall become immediately due and payable by the Company on the date of repayment of the principal amount of the Convertible Bonds, in the same form as the principal amount.
The payment of the Interest shall be carried out without any deduction or withholding for or on account of tax (a “Tax Deduction”) unless such Tax Deduction is required by law. If a Tax Deduction is required to be made by law, the amount of the payment due shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required; provided, however, that such additional amounts shall not be paid (1) if such Tax Deduction is imposed because: (A) the recipient is either domiciled, incorporated, established or acting through a non-cooperative jurisdiction within the meaning of Article 238-0 A of the French Code général des impôts, as the list of such jurisdictions may be amended from time to time; or (B) such payment is made to an account opened in the name of or for the benefit of the recipient in a financial institution established in a non-cooperative jurisdiction within the meaning of Article 238-0 A of the French Code général des impôts, as such list may be amended from time to time, or (2) to the extent that such Tax Deduction is imposed due to the failure of the relevant recipient to comply with any certification, identification or other reporting requirement, if such compliance is required under applicable law as a precondition to relief or exemption from such Tax Deduction. If, following the payment of additional amounts under this paragraph, any Bondholder subsequently recovers all or part of such Tax Deduction (whether through a tax credit right, a repayment of tax or otherwise), such Bondholder shall pay to the Company an amount which will leave the Company (after that payment) in the same after-tax position as the Company would have been in had the Tax Deduction not been required to be made, as soon as reasonably practicable after such recovery has been made.
| 3.3. | Rank;<br>Liquidation Preference |
|---|---|
| 3.3.1. | The<br>Convertible Bonds shall constitute direct, general, unconditional obligations of the Company,<br>and shall rank junior and subordinated to other unsecured and unsubordinated obligations<br>of the Company. Cash redemptions made by the Company pursuant to the provisions hereof shall<br>rank equally among themselves and junior and subordinated to all other unsecured, unsubordinated<br>indebtedness, whether present or, subject to the terms and conditions hereof, future, of<br>the Company. |
| --- | --- |
| 3.3.2. | The<br>Convertible Bonds shall rank senior to all of the Ordinary Shares and any other class or<br>series of capital stock of the Company currently existing or hereafter authorized, classified<br>or reclassified by the Company (collectively, “Junior Securities”), in<br>each case, as to rights to receive dividends or to participate in distributions of assets<br>or payments upon liquidation, dissolution or winding up of the Company, whether voluntarily<br>or involuntarily. |
| --- | --- |
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| 3.3.3. | In<br>the event of any voluntary liquidation, dissolution or winding up of the Company, the Bondholders<br>of Convertible Bonds then outstanding shall be entitled to be paid out of the assets of the<br>Company available for distribution to its shareholders, and in the event of a Deemed Liquidation<br>Event, the Bondholders of the Convertible Bonds then outstanding shall be entitled to be<br>paid out of the consideration payable to shareholders in such Deemed Liquidation Event or<br>out of the Available Proceeds, as applicable, before any payment shall be made to the holders<br>of Junior Securities by reason of their ownership thereof, an amount per Convertible Bond<br>equal to the greater of (i) 100% of the Accrued Value or (ii) such amount as would have<br>been payable had such Convertible Bond been converted into Ordinary Shares pursuant to Section<br>5 immediately prior to such liquidation, dissolution, winding up or Deemed Liquidation<br>Event based on the then effective rate of conversion and without giving effect to the Beneficial<br>Ownership Limitation or any other limitations on conversion set forth herein. If upon any<br>such voluntary liquidation, dissolution or winding up of the Company or Deemed Liquidation<br>Event, the assets of the Company available for distribution to its shareholders shall be<br>insufficient to pay the Bondholders of the Convertible Bonds the full amount to which they<br>shall be entitled under this Section 3.3.3, the Bondholders of the Convertible Bonds<br>shall share ratably in any distribution of the assets available for distribution in proportion<br>to the respective amounts that would otherwise be payable in respect of the shares held by<br>them upon such distribution if all amounts payable on or with respect to such Convertible<br>Bonds were paid in full. |
|---|---|
| 3.3.4. | In<br>the event of any voluntary liquidation, dissolution or winding up of the Company, after the<br>payment in full of all amounts required to be paid to the Bondholders of the Convertible<br>Bonds pursuant to Section 3.3.3, the remaining assets of the Company available for distribution<br>to its Junior Securities or, in the case of a Deemed Liquidation Event, the consideration<br>not payable to the Bondholders of the Convertible Bonds pursuant to Section 3.3.3 or<br>the remaining Available Proceeds, as the case may be, shall be distributed among the Bondholders<br>and the holders of Ordinary Shares, pro rata based on the number of Shares held by each such<br>holder, including all Ordinary Shares converted and all Ordinary Shares issuable upon conversion<br>pursuant to the terms of this Convertible Bond immediately prior to such liquidation, dissolution<br>or winding up of the Company. |
| --- | --- |
| 3.4. | Transfer<br>and assignment |
| --- | --- |
Notwithstanding any provision to the contrary in this Agreement, no Holder may assign, transfer, pledge or otherwise dispose of, directly or indirectly, all or any portion of the Convertible Bonds to any Person, without the prior written consent of the Company, which consent shall not be unreasonably withheld. For the avoidance of doubt, the Convertible Bonds may only be assigned, transferred, pledged or otherwise disposed of in compliance with US state and federal securities laws. In connection with any transfer of this Convertible Bond or the Conversion Shares other than pursuant to an effective registration statement or to the Issuer, the Issuer may require the transferor to provide to the Issuer an opinion of counsel selected by the transferor and reasonably acceptable to the Issuer, the form and substance of which opinion shall be reasonably satisfactory to the Issuer, to the effect that such transfer does not require registration of this Convertible Bond or the Conversion Shares under the Securities Act. Any transferee of Convertible Bonds shall be bound by and will benefit from any and all rights attached to the Convertible Bonds.
ARTICLE 4. TERM
The Convertible Bonds are issued for a period starting on the relevant Issuance Date and ending on the relevant date of conversion or redemption pursuant to Article 5 or Article 6.
ARTICLE 5. OPTIONAL CONVERSION
| 5.1. | Optional<br>conversion |
|---|
The Convertible Bonds shall be convertible, at any time and from time to time from and after the Issuance Date at the option of the Bondholder thereof, into that number of whole Ordinary Shares (subject to the limitations set forth in this Section 5) determined by dividing the Accrued Value of such Convertible Bond by the Conversion Price then in effect. Bondholders shall effect conversions by providing the Company with the form of conversion notice attached hereto as Annex A (a “Notice of Conversion”), unless the Company directs Bondholders that the Notice of Conversion shall be delivered to the Company’s transfer agent. Each Notice of Conversion shall be delivered to the Company via e-mail and shall specify the aggregate amount of Convertible Bonds to be converted, the aggregate amount of Convertible Bonds owned prior to the conversion at issue, the aggregate amount of Convertible Bonds owned subsequent to the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable Bondholder delivers by e-mail attachment such Notice of Conversion to the Company (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion to the Company is deemed delivered hereunder. Notwithstanding the foregoing or anything else set forth herein, a Notice of Conversion shall be deemed delivered to the Company at its registered office set forth in Article 10 (a) at the time of transmission, if such notice is delivered via email at or prior to 12:00 pm (Central European time) on a Trading Day or (b) the next Trading Day after the time of transmission, if such notice is delivered via email on a day that is not a Trading Day or after 12:00 pm (Central European time) on a Trading Day.
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| 5.1.1. | The<br>calculations and entries set forth in the Notice of Conversion shall control in the absence<br>of manifest or mathematical error. To effect conversions of Convertible Bonds, a Bondholder<br>shall not be required to surrender the certificate(s) representing the Convertible Bonds<br>to the Company unless all of the Convertible Bond represented thereby are so converted, in<br>which case such Bondholder shall deliver the certificate representing such Convertible Bonds<br>promptly following the Conversion Date at issue. Convertible Bonds converted into Ordinary<br>Shares or redeemed in accordance with the terms hereof shall be cancelled and shall not be<br>reissued, and all rights (other than the right to receive the Conversion Shares) with respect<br>to such shares will terminate. The Company’s Bondholder register and transfer book<br>shall serve as the exclusive record of the Convertible Bonds. |
|---|---|
| 5.2. | Delivery<br>of Conversion Shares Upon Conversion |
| --- | --- |
| 5.2.1. | Not<br>later than three (3) Business Days after each Conversion Date (the “Share Delivery<br>Date”), the Company shall deliver, or cause to be delivered, to the converting<br>Bondholder (A) the number of Conversion Shares being acquired upon the conversion of the<br>Convertible Bonds, which on or after the earlier of (i) the one year anniversary of the Issuance<br>Date or (ii) the Effective Date, shall be free of restrictive legends and trading restrictions<br>(other than those which may then be required by any Purchase Agreement, any applicable registration<br>rights agreement, any other applicable lock-up agreement or similar agreement or under the<br>securities laws) and (B) cash in an amount equal to any accrued and unpaid Interest, if any.<br>On or after the earlier of (i) the one-year anniversary of the Issuance Date or (ii) the<br>Effective Date, the Company shall deliver the Conversion Shares required to be delivered<br>by the Company under this Section 5 electronically through the Depository Trust Company or<br>another established clearing corporation performing similar functions; provided that at such<br>time (i) (x) the Conversion Shares are covered pursuant to an effective resale registration<br>statement, (y) such Conversion Shares are eligible for resale pursuant to Rule 144 without<br>volume or manner of sale limitations or the requirement for current public information or<br>(z) such Conversion Shares are being sold and are then eligible for resale pursuant to Rule<br>144 without volume or manner of sale limitations and the Company is current in its public<br>information, (ii) the Conversion Shares are not subject to any lock-up agreements and (iii)<br>such Bondholder’s broker (or other applicable custodian) has submitted a valid DWAC<br>(Deposit/Withdrawal at Custodian) request to receive the Conversion Shares through the Depository<br>Trust Company and such Bondholder has provided the Company, the Transfer Agent and the Company’s<br>French registrar with all information reasonably necessary (including the applicable DTC<br>participant number and any other required account or delivery information) to enable the<br>Company, the Transfer Agent and the Company’s French registrar to process and complete<br>such delivery. Notwithstanding the foregoing, with respect to any Notice(s) of Conversion<br>delivered at or prior to 12:00 p.m. (Central European time) at least three (3) Business Days<br>prior to the Issuance Date, the Company agrees to deliver the Conversion Shares subject to<br>such notice(s) on the Issuance Date. In connection with any Conversion Date, the Company<br>shall submit a valid Issuance Authorization Form to the Transfer Agent and the Company’s<br>French registrar with all information reasonably necessary. |
| --- | --- |
For purposes hereof, “Effective Date” shall mean the date on which the initial registration statement on Form S-1 filed pursuant to the Registration Rights Agreement covering the resale of the Conversion Shares is declared effective by the Commission and remains effective.
| 5.2.2. | Notwithstanding<br>the foregoing, a conversion of Convertible Bonds into Conversion Shares, pursuant to Article<br>5 shall only become effective upon delivery by the Bondholder to the Company of a duly signed<br>subscription bulletin (bulletin de souscription) in the form attached<br>hereto as Annex B (which must be delivered the Trading Day prior to the<br>Share Delivery Date). |
|---|---|
| 5.3. | Failure<br>to Deliver Conversion Shares |
| --- | --- |
| 5.3.1. | If,<br>in the case of any Notice of Conversion, such Conversion Shares are not delivered to or as<br>reasonably directed by the applicable Bondholder by the Share Delivery Date, the Bondholder<br>shall be entitled to elect by written notice to the Company at any time on or before its<br>receipt of such Conversion Shares, to rescind such conversion, in which event the Company<br>shall promptly return to the Bondholder any original Convertible Bonds certificate delivered<br>to the Company and the Bondholder shall promptly return to the Company the Conversion Shares<br>issued to such Bondholder pursuant to the rescinded Notice of Conversion. |
| --- | --- |
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| 5.4. | Obligation<br>Absolute; Partial Liquidated Damages |
|---|---|
| 5.4.1. | The<br>Company’s obligation to issue and deliver the Conversion Shares upon conversion of<br>the Convertible Bonds in accordance with the terms hereof are absolute and unconditional,<br>irrespective of any action or inaction by a Bondholder to enforce the same, any waiver or<br>consent with respect to any provision hereof, the recovery of any judgment against any Person<br>or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or<br>termination, or any breach or alleged breach by such Bondholder or any other Person of any<br>obligation to the Company or any violation or alleged violation of law by such Bondholder<br>or any other person, and irrespective of any other circumstance which might otherwise limit<br>such obligation of the Company to such Bondholder in connection with the issuance of such<br>Conversion Shares; provided, however, that (x) such delivery shall not operate as<br>a waiver by the Company of any such action that the Company may have against such Bondholder<br>and (y) the Company shall not be liable for any delay in delivery caused by circumstances<br>beyond its reasonable control, including any failure or delay by the Transfer Agent, the<br>Company’s French registrar, the Depository Trust Company, any broker for a Holder or<br>a Holder’s failure to deliver any information or documentation necessary for the Company<br>to issue and deliver the Conversion Shares. In the event a Bondholder shall elect to convert<br>any or all of the Accrued Value of its Convertible Bonds, the Company may not refuse conversion<br>based on any claim that such Bondholder or anyone associated or affiliated with such Bondholder<br>has been engaged in any violation of law, agreement or for any other reason, unless an injunction<br>from a court, on notice to Bondholder, restraining and/or enjoining conversion of all or<br>part of the Convertible Bonds of such Bondholder shall have been sought and obtained, and<br>the Company posts a surety bond for the benefit of such Bondholder in the amount of 150%<br>of the Accrued Value of Convertible Bonds which is subject to the injunction, which bond<br>shall remain in effect until the completion of arbitration/litigation of the underlying dispute<br>and the proceeds of which shall be payable to such Bondholder to the extent it obtains judgment.<br>In the absence of such injunction, the Company shall issue Conversion Shares and, if applicable,<br>cash, upon a properly noticed conversion. If the Company fails to deliver to a Bondholder<br>such Conversion Shares pursuant to Section 5 by the 10th Trading Day after the Share Delivery<br>Date applicable to such conversion (other than due to circumstances beyond the Company’s<br>reasonable control), the Company shall pay to such Bondholder, in cash, as liquidated damages<br>and not as a penalty, for each USD$5,000 of Accrued Value of Convertible Bonds being converted,<br>USD$25 per Trading Day (increasing to USD$50 per Trading Day on the fifth Trading Day and<br>increasing to USD$100 per Trading Day on the ninth Trading Day after such damages begin to<br>accrue) for each Trading Day after the 15th Trading Day after the Share Delivery Date until<br>such Conversion Shares are delivered or Bondholder rescinds such conversion; provided, however,<br>that the aggregate liquidated damages payable to any Bondholder pursuant to this Section<br>5.4 shall not exceed ten percent (10%) of the Accrued Value of the Convertible Bonds being<br>converted. |
| --- | --- |
Nothing herein shall limit a Bondholder’s right to pursue actual damages for the Company’s failure to deliver Conversion Shares within the period specified herein and such Bondholder shall have the right to pursue all remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit a Bondholder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.
| 5.5. | Compensation<br>for Buy-In on Failure to Timely Deliver Conversion Shares Upon Conversion |
|---|---|
| 5.5.1. | In<br>addition to any other rights available to the Bondholder, if the Company fails for any reason<br>unrelated to the actions of the Bondholder or its Affiliates to deliver to a Bondholder the<br>applicable Conversion Shares by the Share Delivery Date pursuant to Section 5, and if after<br>such Share Delivery Date such Bondholder is required by its brokerage firm to purchase (in<br>an open market transaction or otherwise), or the Bondholder’s brokerage firm otherwise<br>purchases, Shares to deliver in satisfaction of a sale by such Bondholder of the Conversion<br>Shares which such Bondholder was entitled to receive upon the conversion relating to such<br>Share Delivery Date (a “Buy-In”), then the Company shall (A) pay in cash<br>to such Bondholder (in addition to any other remedies available to or elected by such Bondholder)<br>the amount, if any, by which (x) such Bondholder’s total purchase price (including<br>any brokerage commissions) for the Shares so purchased exceeds (y) the product of (1) the<br>aggregate number of Shares that such Bondholder was entitled to receive from the conversion<br>at issue multiplied by (2) the actual sale price at which the sell order giving rise to such<br>purchase obligation was executed (excluding any brokerage commissions) and (B) at the option<br>of such Bondholder, either reissue (if surrendered) the Convertible Bonds equal to the aggregate<br>value of the Convertible Bonds submitted for conversion (in which case, such conversion shall<br>be deemed rescinded) or deliver to such Bondholder the number of Shares that would have been<br>issued if the Company had timely complied with its delivery requirements under Section 5.<br>For example, if a Bondholder purchases Shares having a total purchase price of USD$11,000<br>to cover a Buy-In with respect to an attempted conversion of Convertible Bonds with respect<br>to which the actual sale price of the Conversion Shares (including any applicable brokerage<br>commissions) giving rise to such purchase obligation was a total of USD$10,000, under clause<br>(A) of the immediately preceding sentence, the Company shall be required to pay such Bondholder<br>USD$1,000. The Bondholder shall provide the Company written notice indicating the amounts<br>payable to such Bondholder in respect of the Buy-In and, upon the request of the Company,<br>evidence of the amount of such loss. If a Bondholder purchases Ordinary Shares having a total<br>purchase price of USD$9,000 to cover a Buy-In with respect to an attempted conversion of<br>Convertible Bonds with respect to which the actual sale price of the Conversion Shares (including<br>any applicable brokerage commissions) giving rise to such purchase obligation was a total<br>of USD$10,000, under clause (A) of the preceding sentence, the Company shall not be required<br>to pay Bondholder any amount. For the avoidance of doubt, in the event of a Buy-In, the Bondholder<br>shall use commercially reasonable efforts to purchase Shares at the lowest available price,<br>paying the lowest reasonably available brokerage commission. The Bondholder shall provide<br>the Company written notice indicating the amounts payable to such Bondholder in respect of<br>the Buy-In and evidence of the amount of such loss. Nothing herein shall limit a Bondholder’s<br>right to pursue any other remedies available to it hereunder, at law or in equity including,<br>without limitation, a decree of specific performance and/or injunctive relief with respect<br>to the Company’s failure to timely deliver Conversion Shares upon conversion of the<br>Convertible Bonds as required pursuant to the terms hereof. |
| --- | --- |
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| 5.6. | Reservation<br>of Shares Issuable Upon Conversion |
|---|---|
| 5.6.1. | The<br>Company covenants that it will at all times reserve and keep available out of its authorized<br>and unissued Shares within a limit of 10% of its share capital, for the sole purpose of issuance<br>upon conversion of the Convertible Bonds as herein provided, free from pre-emptive rights<br>or any other actual contingent purchase rights of Persons other than the Bondholder (and<br>the other Bondholders of the Convertible Bonds), not less than such aggregate number of Ordinary<br>Shares as shall (subject to the terms and conditions set forth in the Purchase Agreement)<br>be issuable (taking into account the adjustments and restrictions of Section 2) upon the<br>conversion of the then outstanding Convertible Bonds (assuming for such purpose a Conversion<br>Price equal to the Floor Price and any such conversions are made without regard to any limitations<br>on conversion set forth herein). The Company covenants that all Ordinary Shares that shall<br>be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable<br>and, if a Registration Statement is then effective under the Securities Act, shall be registered<br>for public resale in accordance with such Registration Statement (subject to such Bondholder’s<br>compliance with its obligations under the Registration Rights Agreement). |
| --- | --- |
| 5.7. | Fractional<br>Shares |
| --- | --- |
| 5.7.1. | No<br>fractional Ordinary Shares or scrip representing fractional shares shall be issued upon the<br>conversion of the Convertible Bonds. As to any fraction of an Ordinary Share which the Bondholder<br>would otherwise be entitled to subscribe upon such conversion, the Company shall at its election,<br>either pay a cash adjustment in respect of such final fraction in an amount equal to such<br>fraction multiplied by the Conversion Price or round up to the next whole Share. |
| --- | --- |
| 5.8. | Transfer<br>Taxes and Expenses |
| --- | --- |
| 5.8.1. | The<br>issuance of Conversion Shares on conversion of Convertible Bonds shall be made without charge<br>to any Bondholder for any documentary stamp or similar taxes that may be payable in respect<br>of the issue or delivery of such Conversion Shares, provided that the Company shall not be<br>required to pay any tax that may be payable in respect of (1) any transfer involved in the<br>issuance and delivery of any such Conversion Shares upon conversion in a name other than<br>that of the Bondholders of such Convertible Bonds and the Company shall not be required to<br>issue or deliver such Conversion Shares unless or until the Person or Persons requesting<br>the issuance thereof shall have paid to the Company the amount of such tax or shall have<br>established to the satisfaction of the Company that such tax has been paid and (2) any subsequent<br>transfer or sale of the Conversion Shares in connection with transactions carried out by<br>the Bondholders. |
| --- | --- |
| 5.9. | Beneficial<br>Ownership Limitation |
| --- | --- |
A Bondholder may notify the Company in writing in the event it elects to be subject to the provisions contained in this Section 5; however, no Bondholder shall be subject to this Section 5 unless he, she or it makes such election. If the election is made, the Company shall not effect any conversion of the Convertible Bond, and such Bondholder shall not have the right to convert all or any portion of the Convertible Bond, to the extent that, after giving effect to the conversion set forth on the applicable notice of optional conversion (“Optional Conversion Notice”), such Bondholder (together with such Bondholder’s Affiliates, and any persons acting as a group together with such Bondholder or any of such Bondholder’s Affiliates (such persons, “Attribution Parties”)) would beneficially own in excess of 4.9%, 9.9%, 19.9% of the Company’s Ordinary Shares (or such other amount as a Bondholder may specify) (the “Beneficial Ownership Limitation”). For purposes of the foregoing sentence, the number of Ordinary Shares beneficially owned by such Bondholder and its Attribution Parties shall include the number of Ordinary Shares issuable upon conversion of the Convertible Bond with respect to which such determination is being made, but shall exclude the number of Ordinary Shares which are issuable upon (i) conversion of the remaining, unconverted Accrued Value of the Convertible Bond beneficially owned by such Bondholder or any of its Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Bondholder or any of its Affiliates or Attribution Parties. Upon request by the Company, the Bondholders will promptly provide to the Company written evidence detailing their holdings in securities of the Company, which the Company is entitled to rely upon for purposes of this Section 5.
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Except as set forth in the preceding sentence, for purposes of this Section 5, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. To the extent that the limitation contained in this Section 5 applies, the determination of whether the Convertible Bond is convertible (in relation to other securities owned by such Bondholder together with any Attribution Parties) and of the amount of the Convertible Bond that is convertible shall be in the sole discretion of such Bondholder, and the submission of an Optional Conversion Notice shall be deemed to be such Bondholder’s determination of whether the Convertible Bond may be converted (in relation to other securities owned by such Bondholder together with any Attribution Parties) and the amount of the Convertible Bond that is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Bondholder will be deemed to represent to the Company each time it delivers an Optional Conversion Notice that such Optional Conversion Notice has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The Bondholder shall provide the Company with any information reasonably requested by the Company in connection with this Beneficial Ownership Limitation and the provisions related thereto, in each case with respect to the Company’s reporting obligations pursuant to the Securities Act, the Exchange Act, or other U.S. federal or state securities regulations or any other applicable laws and regulations. For purposes of this Section 5, in determining the number of outstanding Ordinary Shares, a Bondholder may rely on the number of outstanding Ordinary Shares as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with Commission, as the case may be, (ii) a more recent public announcement by the Company or (iii) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of Ordinary Shares outstanding. Upon the written request (which may be via email) of a Bondholder, the Company shall within two (2) Trading Days confirm in writing to such Bondholder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Convertible Bond, by such Bondholder or its Attribution Parties since the date as of which such number of outstanding Ordinary Shares was reported. By written notice to the Company, a Bondholder may from time to time increase or decrease the Beneficial Ownership Limitation applicable to such Bondholder; provided, however, that any such increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 5 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Bondholder. Upon request by the Company, the Bondholders will promptly provide to the Company written evidence detailing their holdings in securities of the Company, which the Company is entitled to rely upon for purposes of this Section 5.9.
| 5.10. | Registration<br>Rights |
|---|
The Company will register for resale the Underlying Shares pursuant the Registration Rights Agreement and such Underlying Shares shall be treated as “Registrable Securities” as defined in the Registration Rights Agreement.
ARTICLE 6. REDEMPTION; CALL RIGHT
| 6.1. | Redemption<br>after the 5th year anniversary |
|---|
The Convertible Bonds shall be redeemable at the option of each Bondholder (the “Bondholder Redemption Right”) at any time after the fifth (5th) anniversary of the Issuance Date, subject to the terms and conditions set forth in this Article.
A Bondholder wishing to exercise its Bondholder Redemption Right shall deliver a written notice (the “Bondholder Redemption Notice”) to the Company with a copy to the Representative of the Masse.
The Bondholder Redemption Notice shall specify, (i) the identity of the Bondholder and evidence of its holding of Convertible Bonds, (ii) the aggregate principal amount and number of Convertible Bonds to be redeemed, (iii) the proposed redemption date, which shall be no earlier than sixty (60) calendar days and no later than ninety (90) calendar days after the date of receipt of the Bondholder Redemption Notice by the Company (the “Bondholder Redemption Date”), (iv) the bank account details to which any cash payment should be made and (v) the securities account details to which any Ordinary Shares should be delivered, if applicable. It being specified that such Bondholder Redemption Date shall be a day other than Saturday, Sunday or other day on which commercial banks in Paris, France or New York, New York are authorized or required by law to remain closed.
The Bondholder Redemption Notice shall be irrevocable once received by the Company, unless otherwise agreed in writing by the Company.
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The redemption price payable by the Company to each Bondholder exercising its Bondholder Redemption Right shall be equal to one hundred percent (100%) of the Accrued Value of the Convertible Bonds to be redeemed as at the Bondholder Redemption Date (the “Bondholder Redemption Price”).
Within fifteen (15) Business Days of receipt of a valid Bondholder Redemption Notice, the Company shall deliver a written notice to the relevant Bondholder(s) (the “Settlement Election Notice”) specifying the settlement method elected by the Company from among the following options: (i) payment in cash from distributable amounts (bénéfices distribuables) in accordance with article L. 232-11 of the French Code de commerce (“Cash Settlement from Distributable Amounts”), (ii) payment in cash from the proceeds of a new issuance of equity securities (“Cash Settlement from New Equity Issuance”) carried out by the Company for the purpose of funding such redemption; (iii) delivery of Ordinary Shares (“Share Settlement”) at a price per share equal to at least twenty percent (20%) less than the volume weighted average period of the Company’s Ordinary Shares on the Trading Market over the twenty (20) consecutive Trading Days ending on and including the Trading Day that is three (3) Trading Days prior to the Bondholder Redemption Rate (the “Share Settlement Price”) or (iv) a combination of any of the options described in (i), (ii) and/or (iii) above; provided that the Company may elect Share Settlement (whether alone or in combination with any other settlement method) only if, as of the date of issuance of the Settlement Election Notice, the Ordinary Shares are listed and traded on a Trading Market.
The Company shall have the sole and absolute discretion to elect the settlement method, and may elect different settlement methods for different portions of the Bondholder Redemption Price.
If the Company elects Cash Settlement (whether from Distributable Amounts or from New Equity Issuance), the Company shall pay the Bondholder Redemption Price in one (1) single installment on the Bondholder Redemption Date. Payment shall be made by wire transfer of immediately available funds to the bank account specified by the Bondholder in the Bondholder Redemption Notice, the details of which shall have been communicated in the Bondholder Redemption Notice.
If the Company elects Share Settlement, the number of Ordinary Shares to be delivered to the relevant Bondholder shall be equal to the Bondholder Redemption Price divided by the Share Settlement Price, rounded down to the nearest whole number of Ordinary Shares. Notwithstanding the foregoing, to the extent that delivery of Ordinary Shares pursuant to Share Settlement would cause the relevant Bondholder to exceed the applicable Beneficial Ownership Limitation, the portion of the Bondholder Redemption Price that would cause such excess shall not be settled in Ordinary Shares but shall instead be settled in cash from distributable amounts or from the proceeds of a new issuance of equity securities within thirty (30) Business Days following the Bondholder Redemption Date. The provisions of Section 5.2 through Section 5.10 shall apply to such Share Settlement.
The Ordinary Shares to be delivered shall be newly issued shares, fully paid and ranking pari passu in all respects with the existing Ordinary Shares as from their date of issuance.
| 6.2. | Call<br>Right |
|---|
All or a portion of the Convertible Bonds shall be redeemable at the option of the Company commencing any time in whole or in part (the “Issuer’s Call Right”), subject to the following terms:
(a) Redemption Price: the redemption price per Convertible Bond (the “Call Price”) shall be equal to:
| Period | Call Price |
|---|---|
| From the Issuance Date to (but excluding) the 1st anniversary | 150% of the Accrued Value |
| From the 1st anniversary to (but excluding) the 2nd anniversary | 140% of the Accrued Value |
| From the 2nd anniversary to (but excluding) the 3rd anniversary | 130% of the Accrued Value |
| From the 3rd anniversary to (but excluding) the 4th anniversary | 120% of the Accrued Value |
| From the 4th anniversary to (but excluding) the 5th anniversary | 110% of the Accrued Value |
| From the 5th anniversary onwards | 100% of the Accrued Value |
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In the event of a partial redemption, the Company shall redeem Convertible Bonds from all Bondholders on a pro rata basis in proportion to the aggregate principal amount of Convertible Bonds held by each Bondholder, unless otherwise agreed in writing by the Bondholder Majority.
The Company shall exercise its Issuer’s Call Right by delivering a written notice (the “Call Notice”) to each Bondholder at least thirty (30) calendar days prior to the proposed redemption date (the “Call Date”), specifying (a) the aggregate principal amount and number of Convertible Bonds to be redeemed, (b) the Call Date, (c) the applicable Call Price, (d) the place and manner of payment; and (e) the deadline for Bondholders to exercise their Conversion Right pursuant to Article 5.
Upon receipt of the Call Notice, each Bondholder whose Convertible Bonds are subject to redemption shall have the right, exercisable by written notice to the Company delivered at least five (5) Business Days prior to the Call Date, to elect to convert all or a portion of its Convertible Bonds into Ordinary Shares at the then-applicable Conversion Price (taking into account any VWAP Reset and other adjustments) rather than have such Convertible Bonds redeemed for cash.
On the Call Date, the Company shall pay the Call Price to each Bondholder whose Convertible Bonds are redeemed (and who has not validly exercised its Conversion Right) by wire transfer of immediately available funds to the bank account designated by such Bondholder, the details of which shall have been communicated to the Company in writing at least ten (10) Trading Days prior to the Call Date. Upon payment of the Call Price in full, the relevant Convertible Bonds shall be automatically cancelled and shall cease to represent any rights against the Company, and the Company shall update the register of Bondholders accordingly.
ARTICLE 7. CERTAIN ADJUSTMENTS
| 7.1. | Dividends<br>and Share Splits |
|---|---|
| 7.1.1. | If<br>the Company, at any time while the Convertible Bonds are outstanding: (i) pays a dividend<br>or otherwise makes a distribution or distributions payable in Shares or any other Share Equivalents<br>(which, for avoidance of doubt, shall not include any Ordinary Shares issued by the Company<br>upon conversion of, or payment of a dividend on, the Convertible Bonds or any cash distributions),<br>(ii) subdivides outstanding Ordinary Shares into a larger number of shares, (iii) combines<br>(including by way of a reverse stock split) outstanding Ordinary Shares into a smaller number<br>of shares, or (iv) issues, in the event of a reclassification of the Ordinary Shares, any<br>shares of capital stock of the Company, then each of the Conversion Price and the Floor Price<br>shall be multiplied by a fraction of which the numerator shall be the number of Ordinary<br>Shares (excluding any treasury shares of the Company) outstanding immediately before such<br>event, and of which the denominator shall be the number of Ordinary Shares outstanding immediately<br>after such event. Any adjustment made pursuant to this Section 7 shall become effective immediately<br>after the record date for the determination of shareholders entitled to receive such dividend<br>or distribution and shall become effective immediately after the effective date in the case<br>of a subdivision, combination or re-classification. |
| --- | --- |
| 7.2. | Conversion<br>Price Reset |
| --- | --- |
The Conversion Price shall be subject to a one-time downward adjustment equal to the VWAP Reset.
On the date six (6) months after the Issuance Date (or, if such date is not a Business Day, the immediately following Business Day) (the “VWAP Reset Date”), the Conversion Price shall be automatically adjusted, effective as of the first Trading Day immediately following the VWAP Calculation Period (as defined below), to equal the VWAP of the Shares, as reported by Bloomberg (or, if not available, any other internationally recognized financial data provider selected by the Company), calculated over the twenty (20) consecutive trading days immediately commencing on (but excluding) the VWAP Reset Date (the “VWAP Calculation Period”).
In no event shall the Conversion Price be adjusted below the VWAP Floor Price, as adjusted for any share split, dividend, recapitalization, combination, reclassification or similar event occurring between the Issuance Date and the VWAP Reset Date.
For the avoidance of doubt: (i) if the VWAP calculated pursuant to this Section 7.2 is equal to or greater than the then-current Conversion Price, no adjustment shall be made; (ii) if the VWAP calculated pursuant to the second paragraph above in this Section 7.2 is less than the VWAP Floor Price, the Conversion Price shall be adjusted to equal the VWAP Floor Price; and (iii) the VWAP Reset shall apply to the principal amount of each Convertible Bond that remains outstanding and unconverted as of the end of the VWAP Calculation Period.
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| 7.3. | Adjustment<br>of Conversion Price upon Issuance of Ordinary Shares |
|---|---|
| 7.3.1. | If<br>and whenever on or after the date hereof until the first date on which no Convertible Bonds<br>are outstanding the Company issues or sells, or in accordance with this Section 7.3 is deemed<br>to have issued or sold, any Ordinary Shares (including the issuance or sale of Ordinary Shares<br>owned or held by or for the account of the Company, but excluding Ordinary Shares issued<br>or sold, or deemed to have been issued or sold, by the Company in connection with any Exempt<br>Issuance) for a consideration per share (the “New Issuance Price”) less<br>than the Conversion Price then in effect (each such issue, sale or deemed issuance or sale,<br>a “Dilutive Issuance”), where the aggregate amount of consideration received<br>by the Company, together with all prior issuances and sales conducted for the purpose of<br>raising capital by the Company on or after the date hereof that were excluded from this Section<br>7.3 by this clause, exceeds $500,000, then, immediately after such Dilutive Issuance, the<br>Conversion Price then in effect shall be reduced to an amount equal to the New Issuance Price.<br>For all purposes of the foregoing (including, without limitation, determining the adjusted<br>Conversion Price and the New Issuance Price under this Section 7.3), the following shall<br>be applicable: |
| --- | --- |
| 7.3.1.1. | Options<br>and Convertible Securities. The consideration per share received by the Company for Ordinary<br>Shares issued or deemed to have been issued pursuant to Section 7.3, relating to Options<br>and Convertible Securities, shall be determined by dividing: |
| --- | --- |
| 7.3.1.1.1. | the<br>total amount, if any, received or receivable by the Company as consideration for the issue<br>of such Options or Convertible Securities, plus the minimum aggregate amount of additional<br>consideration (as set forth in the instruments relating thereto, without regard to any provision<br>contained therein for a subsequent adjustment of such consideration) payable to the Company<br>upon the exercise of such Options or the conversion or exchange of such Convertible Securities,<br>or in the case of Options for Convertible Securities, the exercise of such Options for Convertible<br>Securities and the conversion or exchange of such Convertible Securities, by |
| --- | --- |
| 7.3.1.1.2. | the<br>maximum number of Ordinary Shares (as set forth in the instruments relating thereto, without<br>regard to any provision contained therein for a subsequent adjustment of such number) deemed<br>to be issued pursuant to Section 2 upon the issuance of such Options or Convertible Securities. |
| --- | --- |
| 7.3.1.2. | Deemed<br>Issuance of Options and Convertible Securities. |
| --- | --- |
| 7.3.1.2.1. | If<br>the Company at any time or from time to time shall issue any Options or Convertible Securities<br>or shall fix a record date for the determination of Bondholders of any class of securities<br>entitled to receive any such Options or Convertible Securities, then the maximum number of<br>Ordinary Shares (as set forth in the instrument relating thereto, assuming the satisfaction<br>of any conditions to exercisability, convertibility or exchangeability but without regard<br>to any provision contained therein for a subsequent adjustment of such number) issuable upon<br>the exercise of such Options or, in the case of Convertible Securities and Options therefor,<br>the conversion or exchange of such Convertible Securities, shall be deemed to be outstanding<br>and to have been issued as of the time of such issue or, in case such a record date shall<br>have been fixed, as of the close of business on such record date. |
| --- | --- |
| 7.3.1.2.2. | If<br>the purchase or exercise price provided for in any Options, the additional consideration,<br>if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities,<br>or the rate at which any Convertible Securities are convertible into or exercisable or exchangeable<br>for Ordinary Shares increases or decreases at any time (other than (i) proportional changes<br>in conversion or exercise prices, as applicable, in connection with an event referred to<br>above and (ii) automatic adjustments to such terms pursuant to anti-dilution or similar provisions<br>of such Option or Convertible Security which are not more favorable to the Bondholder thereof<br>than the anti-dilution and similar provisions set forth herein), the Conversion Price in<br>effect at the time of such increase or decrease shall be adjusted to the Conversion Price<br>which would have been in effect at such time had such Options or Convertible Securities provided<br>for such increased or decreased purchase price, additional consideration or increased or<br>decreased conversion rate (as the case may be) at the time initially granted, issued or sold.<br>For purposes of this Section 7, if the terms of any Option or Convertible Security that was<br>outstanding as of the date of first issuance of Convertible Bonds are increased or decreased<br>in the manner described in the immediately preceding sentence, then such Option or Convertible<br>Security and the Ordinary Shares deemed issuable upon exercise, conversion or exchange thereof<br>shall be deemed to have been issued as of the date of such increase or decrease. No adjustment<br>pursuant to this Section 7 shall be made if such adjustment would result in an increase of<br>the Conversion Price then in effect. |
| --- | --- |
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| 7.3.1.3. | Calculation<br>of Consideration Received. |
|---|---|
| 7.3.1.3.1. | In<br>case one or more Option is issued in connection with the issue or sale of other securities<br>of the Company, together comprising one integrated transaction, (x) each such Option will<br>be deemed to have been issued for the Option Value of such Option and (y) the other securities<br>issued or sold in such integrated transaction shall be deemed to have been issued or sold<br>for the difference of (I) the aggregate consideration received by the Company less any consideration<br>paid or payable by the Company pursuant to the terms of such other securities of the Company,<br>less (II) the Option Value of each such Option. |
| --- | --- |
| 7.3.1.3.2. | If<br>any Ordinary Shares, Options or Convertible Securities are issued or sold or deemed to have<br>been issued or sold for cash, the consideration other than cash received therefor will be<br>deemed to be the net amount received by the Company therefor. If any Ordinary Shares, Options<br>or Convertible Securities are issued or sold for a consideration other than cash, the amount<br>of such consideration received by the Company will be the fair value of such consideration,<br>except where such consideration consists of publicly traded securities, in which case the<br>amount of consideration received by the Company will be the VWAP of such publicly traded<br>securities on the date of receipt. If any Ordinary Shares, Options or Convertible Securities<br>are issued to the owners of the non-surviving entity in connection with any merger in which<br>the Company is the surviving entity, the amount of consideration therefor will be deemed<br>to be the fair value of such portion of the net assets and business of the non-surviving<br>entity as is attributable to such Ordinary Shares, Options or Convertible Securities, as<br>the case may be. The fair value of any consideration other than cash or publicly traded securities<br>will be determined jointly by the Company and the Required Bondholders. If such parties are<br>unable to reach agreement within ten (10) days after the occurrence of an event requiring<br>valuation (the “Valuation Event”), the fair value of such consideration<br>will be determined within five (5) Business Days after the tenth (10th) day following the<br>Valuation Event by an independent, reputable appraiser jointly selected by the Company and<br>the Required Bondholders. The determination of such appraiser shall be final and binding<br>upon all Parties absent manifest error and the fees and expenses of such appraiser shall<br>be borne by the Company. |
| --- | --- |
| 7.3.1.4. | Record<br>Date. If the Company takes a record of the Bondholders of Ordinary Shares for the purpose<br>of entitling them (A) to receive a dividend or other distribution payable in Ordinary Shares,<br>Options or in Convertible Securities or (B) to subscribe for or purchase Ordinary Shares,<br>Options or Convertible Securities, then such record date will be deemed to be the date of<br>the issuance or sale of the Ordinary Shares deemed to have been issued or sold upon the declaration<br>of such dividend or the making of such other distribution or the date of the granting of<br>such right of subscription or purchase (as the case may be). |
| --- | --- |
| 7.3.1.5. | Expiration<br>or Termination of Options or Convertible Securities. Upon the expiration or termination<br>of any unexercised Option or unconverted or unexchanged Convertible Securities (or portion<br>thereof) which resulted (either upon its original issuance or upon a revision of its terms)<br>in an adjustment to the Conversion Price pursuant to the terms of Section 7, the Conversion<br>Price shall be readjusted to such Conversion Price as would have obtained had such Option<br>or Convertible Securities (or portion thereof) never been issued. |
| --- | --- |
| 7.4. | Subsequent<br>Rights Offerings |
| --- | --- |
In addition to any adjustments pursuant to Section 7.1, if at any time the Company grants, issues or sells any Share Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record Bondholders of any class of Ordinary Shares (the “Purchase Rights”), then the Bondholders will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Bondholder could have acquired if the Bondholder had held the number of Ordinary Shares acquirable upon complete conversion of such Bondholder’s Convertible Bonds (without regard to any limitations on conversion hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record Bondholders of Ordinary Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that the Bondholder’s right to participate in any such Purchase Right would result in the Bondholder exceeding the Beneficial Ownership Limitation, then the Bondholder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Ordinary Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Bondholder until such time, if ever, as its right thereto would not result in the Bondholder exceeding the Beneficial Ownership Limitation). To the extent that the issue price of such Purchase Rights would result in an adjustment of the Conversion Price pursuant to Section 7.3, such adjustment shall not occur to the extent the Bondholders were granted the right to acquire such Purchase Rights on the applicable term.
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| 7.5. | Pro<br>Rata Distributions |
|---|
During such time as the Convertible Bonds are outstanding, if the Company declares or makes any dividend or other distribution of its assets (or rights to acquire its assets) to holders of Ordinary Shares, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), in each such case, the Bondholders shall be entitled to participate in such Distribution to the same extent that the Bondholders would have participated therein if the Bondholder had held the number of Ordinary Shares acquirable upon complete conversion of the Convertible Bonds (without regard to any limitations on conversion hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of Ordinary Shares are to be determined for the participation in such Distribution (provided, however, to the extent that the Bondholder’s right to participate in any such Distribution would result in the Bondholder exceeding the Beneficial Ownership Limitation, then the Bondholder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any Ordinary Shares as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Bondholder until such time, if ever such grant, issuance or sale, as its right thereto would not result in the Bondholder exceeding the Beneficial Ownership Limitation).
| 7.6. | Fundamental<br>Transaction |
|---|---|
| 7.6.1. | If,<br>at any time while Convertible Bonds are outstanding, (i) the Company, directly or indirectly,<br>in one or more related transactions effects any merger or consolidation of the Company with<br>or into another Person, (ii) the Company (and all of its Subsidiaries, taken as a whole),<br>directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance<br>or other disposition of all or substantially all of its assets in one or a series of related<br>transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer<br>(whether by the Company or another Person) is completed pursuant to which Bondholders of<br>Ordinary Shares are permitted to sell, tender or exchange their shares for other securities,<br>cash or property and has been accepted by the Bondholders of 50% or more of the outstanding<br>Ordinary Shares or 50% or more of the voting power of the Ordinary Shares of the Company,<br>(iv) the Company, directly or indirectly, in one or more related transactions effects any<br>reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory<br>share exchange pursuant to which the Ordinary Shares is effectively converted into or exchanged<br>for other securities, cash or property (other than as a result of a stock split, combination<br>or reclassification of Ordinary Shares covered by Section 7.1), or (v) the Company, directly<br>or indirectly, in one or more related transactions consummates a stock or share purchase<br>agreement or other business combination (including, without limitation, a reorganization,<br>recapitalization, spin-off or scheme of arrangement) with another Person whereby such other<br>Person acquires 50% or more of the outstanding Ordinary Shares or 50% or more of the voting<br>power of the common equity of the Company, and such event(s) do not constitute a Deemed Liquidation<br>Event (each a “Fundamental Transaction”), then, upon any subsequent conversion<br>of Convertible Bonds, the Bondholder shall have the right to receive, for each Conversion<br>Share that would have been issuable upon such conversion immediately prior to the occurrence<br>of such Fundamental Transaction (without regard to any limitation in Section 1 on the conversion<br>of the Convertible Bonds), the number of shares of capital stock of the successor or acquiring<br>corporation or of the Company, if it is the surviving corporation, and any additional consideration<br>(the “Alternate Consideration”) receivable as a result of such Fundamental<br>Transaction by a Bondholder of the number of Ordinary Shares for which the Convertible Bonds<br>are convertible immediately prior to such Fundamental Transaction (without regard to any<br>limitation in Section 1 on the conversion of the Convertible Bonds). |
| --- | --- |
| 7.6.2. | For<br>purposes of any such conversion, the determination of the Conversion Price shall be appropriately<br>adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration<br>issuable in respect of one Ordinary Share in such Fundamental Transaction, and the Company<br>shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner<br>reflecting the relative value of any different components of the Alternate Consideration.<br>If Bondholders of Ordinary Shares are given any choice as to the securities, cash or property<br>to be received in a Fundamental Transaction, then the Bondholder shall be given the same<br>choice as to the Alternate Consideration it receives upon any conversion of the Convertible<br>Bonds following such Fundamental Transaction. To the extent necessary to effectuate the foregoing<br>provisions, any successor to the Company or surviving entity in such Fundamental Transaction<br>shall file new Terms and Conditions with the same terms and conditions and issue to the Bondholders<br>new Convertible Bonds consistent with the foregoing provisions and evidencing the Bondholders’<br>right to convert such Convertible Bonds into Alternate Consideration. |
| --- | --- |
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| 7.6.3. | The<br>Company shall cause any successor entity in a Fundamental Transaction in which the Company<br>is not the survivor (the “Successor Entity”) to assume in writing all<br>of the obligations of the Company under this Convertible Bond and the Registration Rights<br>Agreement in accordance with the provisions of this Section 7.6 pursuant to written agreements<br>in form and substance reasonably satisfactory to the Bondholder Majority and approved by<br>the Bondholder Majority (without unreasonable condition or delay) prior to such Fundamental<br>Transaction and shall, at the option of the Bondholder of Convertible Bonds, deliver to the<br>Bondholder in exchange for Convertible Bonds a security of the Successor Entity evidenced<br>by a written instrument substantially similar in form and substance to the Convertible Bonds<br>which is convertible for a corresponding number of shares of capital stock of such Successor<br>Entity (or its parent entity) equivalent to the Ordinary Shares acquirable and receivable<br>upon conversion of Convertible Bonds (without regard to any limitations on the conversion<br>of Convertible Bonds) prior to such Fundamental Transaction, and with a conversion price<br>which applies the Conversion Price hereunder to such shares of capital stock (but taking<br>into account the relative value of the Ordinary Shares pursuant to such Fundamental Transaction<br>and the value of such shares of capital stock, such number of shares of capital stock and<br>such conversion price being for the purpose of protecting the economic value of the Convertible<br>Bonds immediately prior to the consummation of such Fundamental Transaction), and which is<br>reasonably satisfactory in form and substance to the Bondholder Majority. |
|---|---|
| 7.7. | Calculations |
| --- | --- |
All calculations under this Section 7 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 7, the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall be the sum of the number of Ordinary Shares (excluding any treasury shares of the Company) issued and outstanding.
| 7.8. | Notice<br>to the Bondholders |
|---|---|
| 7.8.1. | Adjustment<br>to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision<br>of this Section 7, the Company shall promptly deliver to each Bondholder by email a notice<br>setting forth the Conversion Price after such adjustment and setting forth a brief statement<br>of the facts requiring such adjustment. |
| --- | --- |
| 7.8.2. | Notice<br>to Allow Conversion by Bondholder. If (A) the Company shall declare a dividend (or any other<br>distribution in whatever form) on the Ordinary Shares, (B) the Company shall declare a redemption<br>of the Ordinary Shares, (C) the Company shall authorize the granting to all Bondholders of<br>the Ordinary Shares of rights or warrants to subscribe for or purchase any shares of capital<br>stock of any class or of any rights, (D) the approval of any shareholders of the Company<br>shall be required in connection with any reclassification of the Ordinary Shares, any consolidation<br>or merger to which the Company is a party, any sale or transfer of all or substantially all<br>of the assets of the Company (and all of its Subsidiaries, taken as a whole), or any compulsory<br>share exchange whereby the Ordinary Shares is converted into other securities, cash or property<br>or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation<br>or winding up of the affairs of the Company, then, in each case, the Company shall cause<br>to be filed at each office or agency maintained for the purpose of conversion of Convertible<br>Bonds, and shall cause to be delivered by email to each Bondholder at its email address as<br>it shall appear upon the Company’s Bondholder register and transfer book, at least<br>five (5) calendar days prior to the applicable record or effective date hereinafter specified,<br>a notice stating (x) the date on which a record is to be taken for the purpose of such dividend,<br>distribution, redemption, rights or warrants, or if a record is not to be taken, the date<br>as of which the Bondholders of the Ordinary Shares of record to be entitled to such dividend,<br>distributions, redemption, rights or warrants are to be determined or (y) the date on which<br>such reclassification, consolidation, merger, sale, transfer or share exchange is expected<br>to become effective or close, and the date as of which it is expected that Bondholders of<br>the Ordinary Shares of record shall be entitled to exchange their Ordinary Shares for securities,<br>cash or other property deliverable upon such reclassification, consolidation, merger, sale,<br>transfer or share exchange, provided that the failure to deliver such notice or any defect<br>therein or in the delivery thereof shall not affect the validity of the corporate action<br>required to be specified in such notice. To the extent that any notice provided hereunder<br>constitutes, or contains, material, non-public information regarding the Company or any of<br>the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant<br>to a Current Report on Form 6-K, unless determined by the Company that such filing would<br>be harmful to the Company at such time, in which case the Company shall file such Form 6-K<br>as soon as is reasonably practicable in its discretion. For the avoidance of doubt, and without<br>limiting the conversion rights of any Bondholder, each Bondholder shall remain entitled to<br>convert the Accrued Value of the Convertible Bonds (or any part hereof) during the twenty<br>(20)-day period commencing on the date of such notice through the effective date of the event<br>triggering such notice except as may otherwise be expressly set forth herein. |
| --- | --- |
20
ARTICLE 8. PROTECTION AND REPRESENTATION OF BONDHOLDER’S RIGHTS
| 8.1. | Representation<br>of the Bondholders |
|---|
The Bondholders shall be organized as a group for the representation of their interests (“Masse”). The Masse shall be governed by the provisions of the French Code de commerce and especially the provisions of articles L. 228-103 and R. 228-60 and seq. of the French Code de commerce. Any reasonable and documented costs or expenses incurred by the Bondholders in connection with the operation and consultation of the Masse shall be reimbursed by the Company upon presentation of the relevant invoices. The Masse may, alone, to the exclusion of all the Bondholders taken individually, exercise the rights and actions, current or future, attached to the Convertible Bonds.
| 8.2. | Bondholders’<br>Representative |
|---|
The Masse shall be represented by a proxy (the “Bondholders’ Representative”) elected by the general meeting of the Bondholders in accordance with French laws and shall be empowered, unless otherwise provided by the general meeting of the Bondholders, to accomplish on behalf of the Masse any management act for the defence of the common interests of the Bondholders in accordance with French laws. Any person is entitled, at any time, to obtain at the Company’s registered office the name and the address of the Bondholders’ Representative.
The fees of the Bondholders’ Representative shall be paid on a quarterly basis.
The Bondholders’ Representative shall be Aether Financial Services.
| 8.3. | General<br>meeting of the Bondholders |
|---|
The general meetings of the Bondholders shall meet in accordance with the following provisions.
The Bondholders’ general meetings shall be convened by either the Board of the Company in its capacity as legal representative, the Bondholders’ Representative, the administrator (liquidateur) in case of liquidation of the Company or any Bondholders holding together at least 15% of the Convertible Bonds, in writing (including by email) with a seven (7) calendar days’ prior notice, save that such prior notice can be reduced in case of urgency if the person issuing the convening notice duly justifies of such urgency.
Any Bondholder may attend meetings by remote transmission (telephone, videoconference, etc.) and may be represented by any person of its choice in accordance with articles L. 228-61 et seq. of the French Code de commerce. All decisions taken at the Holders’ general meetings shall be taken in accordance with quorum and majority rules provided under French law.
The decisions of the Bondholders can result from a general meeting as described above or written consultation of the Bondholders (including by email) pursuant to article L. 228-46-1 of the French Code de commerce, in which case the same quorum and majority as those described above shall apply. The written consultation shall be sent by the Company or the Bondholders’ Representative to the Bondholders. The Bondholders shall then have seven (7) calendar days to send to the Company (including by email) their answer to such written consultation.
| 8.4. | Assimilation |
|---|
Pursuant to article L. 228-46 of French Code de commerce, in the event the Company issues new Convertible Bonds governed by the same terms and conditions than those issued on the Issuance Date, and fully similar to such Convertible Bonds (notably as per the par value, interests, maturity and amortization), then the Bondholders shall be gathered in a single Masse.
| 8.5. | Specific<br>authorizations |
|---|
From and after the Issuance Date, for as long as the Investors hold 10% or more of the Convertible Bonds issued as of the closing of the Issuance Date, the Company shall not, without the affirmative vote or action by written consent of the Masse, take any of the following actions:
| - | liquidate,<br>dissolve or wind-up the affairs of the Company (or commence or consent to any bankruptcy<br>proceeding relating to the Company, to the extent permitted under French law); |
|---|---|
| - | amend,<br>alter or repeal the Company’s bylaws, K-Bis extract, these Terms and Conditions or<br>any similar document of the Company in a manner that materially and adversely affects the<br>powers, preferences or rights given to the Bondholders; |
| --- | --- |
21
| - | create<br>any equity security, authorize the creation of any equity security, classify any equity security,<br>reclassify any equity security, or issue any equity security or other security convertible<br>into or exercisable for any equity security, unless such security ranks junior to the Convertible<br>Bonds with respect to its rights, preferences and privileges or increase the number of Convertible<br>Bonds accordingly; |
|---|---|
| - | pay<br>any cash dividend or redeem any equity or equity linked security until the Convertible Bonds<br>are repaid in full or redeemed or converted into Ordinary Shares, other than securities repurchased<br>at cost from former employees and consultants in connection with the cessation of their service<br>or pursuant to the terms of any equity incentive plan of the Company; |
| --- | --- |
| - | enter<br>into any transaction with an Affiliate, other than the issuance of equity or awards to eligible<br>participants under the Company’s incentive plan, equity plan or equity-based compensation<br>plan, or with respect to employment, consulting or award agreements with respect to executive<br>officers of the Company, in each case regardless of whether such person (or such person’s<br>Affiliates) would be considered an Affiliate of the Company; or |
| --- | --- |
| - | incur<br>or guarantee any new indebtedness, including secured and or senior debt to the senior unsecured<br>Convertible Bonds, other than equipment leases or trade payables incurred in the ordinary<br>course of business. |
| --- | --- |
The Company will promptly deliver written notice to the Bondholders of the occurrence of any breach or default of the protective provisions set forth in this Section 8.5, specifying in reasonable detail the nature of such event or circumstance and the action, if any, the Company proposes to take with respect thereto. Each of the events or circumstances set out above should be considered as an event of default unless, if curable, it has been cured within five (5) Business Days of formal notice sent by registered letter with acknowledgement of receipt (lettre recommandée avec accusé de reception) or by bailiff service (notification par commissaire de justice).
Subject to this Section 8.5, the Terms and Conditions may be amended by approval of the Company and the vote or action by written consent the Bondholder Majority, or as otherwise required in accordance with the French Commercial Code.
| 8.6. | Adjustments<br>in the event of a reduction in capital |
|---|
As long as any Convertible Bond remains outstanding, the Company shall not conduct any reduction in its share capital not triggered by losses without the prior approval of the Masse. In addition, in the event of a reduction of the Company’s share capital triggered by losses, and implemented by a reduction either in the nominal value of its shares or in their number, the Bondholders’ equity rights, in case of conversion of the Convertible Bonds, shall be reduced accordingly as if the Convertible Bonds had been converted prior to the date on which the capital reduction became final, in accordance with the provisions of article L. 228-98, 3° of the French Code de commerce.
| 8.7. | Adjustments<br>in the events of financial transactions |
|---|
Subject to Article 7 and pursuant to article L. 228-99 of the French Code de commerce and except in case the Bondholders would have waived their rights under such article with respect to a specific transaction, the Company shall take the necessary steps to protect the interests of the Bondholders if it decides to proceed, regardless of their form, with any of the following transactions at any time prior to the date that all Convertible Bonds are converted or redeemed pursuant to Article 5 or Article 6:
| (i) | issuance<br>of securities with preferential subscription right (émission de nouveaux titres<br>de capital avec droit préférentiel de souscription réservé à<br>ses associés); |
|---|---|
| (ii) | capital<br>increase by incorporation of reserves, profits, or premiums, and bonus issue of shares, or<br>division or consolidation of shares; |
| --- | --- |
| (iii) | capitalization<br>of reserves, profits or premiums by increase of the nominal value of the shares; |
| --- | --- |
22
| (iv) | distribution<br>of reserves or premiums in cash or portfolio securities; |
|---|---|
| (v) | bonus<br>issue to shareholders of any financial instrument other than the Company’s shares;<br>and |
| --- | --- |
| (vi) | change<br>the allocation of Company’s profits among its shareholders through the creation of<br>preferred shares; it being further provided that for the purposes hereof, “Company’s<br>profits” shall exclude the liquidation bonus (boni de liquidation). |
| --- | --- |
Further, if it should be necessary to make adjustment provided in article L. 228-99 3° of the French Code de commerce, the adjustment shall be made by applying the method set out in article R. 228-91 of the French Code de commerce, provided, however, that the value of the preferential subscription right, like the value of the Share before detaching the subscription right shall be determined, if need be, by the Board based on the subscription, exchange, or sale price per Share used in connection with the last transaction to have occurred with respect to the Company’s share capital (capital increase, contribution of securities, sale of shares, etc.) during the six (6) months preceding the decision taken by the Board, or, if no transaction has taken place during such period, on the basis of any other financial parameter that appears relevant to the Board of the Company, subject to the terms of the paragraph below.
The Company shall inform the Bondholders of any operation referred to in Article 8.7 above at the same time as the shareholders of the Company. On such occasion, the Company shall deliver to the relevant Bondholders a report from the Board detailing the terms of the considered operation and its consequences for the relevant Bondholders, and indicating the manner in which the principles of adjustment stipulated in the said Article 8.7 will be complied with. In the event of disagreement by the Bondholders as to the implementation of the provisions of Article 8.7 by the Company, the Bondholders may request the Company to provide a report from the statutory auditors, acting as an expert appointed by the Parties, as to the application and the compliance of the adjustments contemplated by the Company with the relevant provisions. In the event that the report of the statutory auditors of the Company demonstrates non-compliance with the relevant provisions in a manner prejudicial to the Bondholders, the Company shall promptly make the necessary adjustments to restore the rights of the Bondholders in accordance with the relevant provisions.
| 8.8. | Approval<br>by the Bondholder Majority |
|---|
In the event of a modification to the terms and conditions of the Convertible Bonds and/or to these Terms and Conditions, the Company shall obtain, in addition to any approval, authorization or decision required by French law, the approval of the Bondholder Majority.
| 8.9. | Information<br>Rights |
|---|
The Company shall provide, grant access to, and deliver to the Bondholders’ Representative on a monthly basis, any information necessary for the Bondholders’ Representative to carry out any of its duties including copies of the monthly financial reports about the Company, as well as any detail or information regarding the business of the Company, the Bondholders’ Representative shall reasonably request from time to time.
ARTICLE 9. WARRANTS
In connection with the issuance of the Convertible Bonds, the Company shall issue to each Bondholder, on the Issuance Date, warrants to subscribe for Ordinary Shares (bons de souscription d’actions) (the “Warrants”) in accordance with articles L. 228-91 et seq. of the French Code de commerce.
The Warrants shall be issued on a detached basis (bon autonome) from the Convertible Bonds, under separate terms and conditions approved by the shareholders’ meeting of the Company to which the Bondholders expressly agree to be bound.
23
ARTICLE 10. NOTICES
Other than as set forth in these Terms and Conditions, all notices required hereunder (excluding, for the avoidance of doubt, the valid DWAC (Deposit/Withdrawal at Custodian) and Issuance Authorization Form required in accordance with Clause 5.2.1) shall be in writing and validly made if delivered by hand, courier, registered letter (return receipt requested) or email (with acknowledgment of receipt) to the registered office of the Company set forth below or the address of the Bondholders’ Representative (until another address is filed in writing by the Bondholders’ Representative with the Company and the Bondholders) set forth below or to the address of the Bondholder recorded in the Company’s securities register (until another address is filed in writing by the Bondholder with the Company) and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via email at or prior to 4:00 p.m. (Central European time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered via email attachment on a day that is not a Trading Day or later than 4:00 p.m. (Central European time) on any Trading Day, (c) the second (2^nd^) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given.
If to the Company:
Pasqal Holding SA
24 Av. Emile Baudot
91120 Palaiseau
France
Attention: Mr. Wasiq Bokhari, Mr. Stéphane Rougeot, Mr. Loic Henriet
Email: [email protected] / [email protected] / [email protected]
With a copy to (which shall not constitute notice):
Orrick, Herrington & Sutcliffe LLP
61, rue des Belles Feuilles
Paris 75116
France
| Attn: | Olivier Jouffroy |
|---|---|
| Bruno Romagnoli | |
| Email: | [email protected] |
| [email protected] |
and
Orrick, Herrington & Sutcliffe LLP
51 W 52nd St
New York, New York 10019
| Attn: | Albert Vanderlaan | |
|---|---|---|
| Marsha Mogilevich | ||
| Email: | [email protected] | |
| [email protected] |
If to the Bondholders’ Representative:
Aether Financial Services
36 rue de Monceau
75008 Paris
France
Email: [email protected]
Notwithstanding anything else set forth in these Terms and Conditions, any Notice of Conversion or Bondholder Redemption Notice shall be sent to Pasqal Holding SA at the following e-mail: [email protected], with copies to [email protected], [email protected], [email protected], [email protected], [email protected], [email protected], [email protected], and [email protected] in accordance with Sections 5 and 6 herein.
24
ARTICLE 11. AMENDMENT AND WAIVER
The Convertible Bonds may be amended only with the written consent of the Company and the Bondholder Majority, or as otherwise required in accordance with the French commercial code. No amendment or supplement to these Terms and Conditions, or waiver of any provision of these Terms and Conditions, may, without the written consent of the Bondholder Majority (or as otherwise required in accordance with the French commercial code or subject to any higher majority required by French law):
| i. | reduce<br>the principal, or extend the stated maturity, of any Convertible Bond; |
|---|---|
| ii. | reduce<br>the Bondholder Redemption Price for any Convertible Bond or change the times at which, or<br>the circumstances under which, the Bonds may or will be redeemed by the Company; |
| --- | --- |
| iii. | reduce<br>the rate, or extend the time for the payment, of interest on any Convertible Bond; |
| --- | --- |
| iv. | make<br>any change that adversely affects the conversion rights of any Convertible Bond; |
| --- | --- |
| v. | impair<br>the rights of any Bondholder set forth in Article 5 or Article 6; |
| --- | --- |
| vi. | change<br>the ranking of the Convertible Bonds; |
| --- | --- |
| vii. | make<br>any Convertible Bond payable in money, or at a place of payment, other than that stated in<br>these Terms and Conditions; |
| --- | --- |
| viii. | reduce<br>the amount of Convertible Bonds whose Bondholders must consent to any amendment, supplement,<br>waiver or other modification; or |
| --- | --- |
| ix. | make<br>any direct or indirect change to any amendment, supplement, waiver or modification provision<br>of these Terms and Conditions that requires the consent of each affected Bondholder; |
| --- | --- |
provided that with respect to (i) to (ix) above, if any such amendment, supplement or waiver has a disproportionate and adverse effect on any Bondholder as compared to other Bondholders, the consent of such Bondholder shall be required.
Any waiver by the Company or a Bondholder of a breach of any provision of these Terms and Conditions shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of these Terms and Conditions or a waiver by any other Bondholders. The failure of the Company or a Bondholder to insist upon strict adherence to any term of these Convertible Bonds on one or more occasions shall not be considered a waiver or deprive that party (or any other Bondholder) of the right thereafter to insist upon strict adherence to that term or any other term of these Terms and Conditions on any other occasion. Any waiver by the Company or a Bondholder must be in writing.
ARTICLE 12. MISCELLANEOUS
The Parties undertake to communicate, execute and deliver any information and any document, as well as to take any action or decision which may be necessary to the performance of the Terms and Conditions.
The Parties acknowledge that, pursuant to the terms of these Terms and Conditions, they are irrevocably bound by their respective undertakings set forth herein.
Each Party agrees that if a Party defaults in the execution of his or its obligations hereunder, the allocation of damages to the other Parties will not be an appropriate and sufficient remedy. Each Party acknowledges accordingly that (i) the beneficiary of any option or right shall, in any case, be entitled to seek specific performance (exécution forcée) without prejudice to any additional compensation (dommages et intérêts complémentaires) and (ii) by exception to article 1221 of the French Code civil, (x) there exists no physical, legal nor moral obstacle that would prevent such specific performance (exécution forcée) to take place and (y) each Party may in any case be entitled to pursue specific performance (exécution forcée) even if an obvious disproportion between the cost of the performance of its obligation for the debtor and the interest of the beneficiary (for the purpose of article 1221 of the French Code civil) would result from such specific performance (exécution forcée).
25
Notwithstanding the provisions of article 1220 of the French Code civil, the Parties agree that a Party may not withhold the performance of its/his obligations under these Terms and Conditions in the absence of a serious and established breach of the terms of this Convertible Bond by another Party.
Notwithstanding the provisions of articles 1224 and 1226 of the French Code civil, the Parties agree that the termination (résolution) of the Terms and Conditions in case of a serious breach of its terms by any Party may not result in a notification made in this respect by one Party under the conditions provided under article 1226 of the French Code civil but may only result from an enforceable decision of a competent court.
Each Party declares to assume all the risks arising from an unpredictable change of circumstances (changement de circonstances imprévisible) as a result of which implementing of these Terms and Conditions would become excessively onerous for such Party, and waives any right to make any claim under article 1195 of the French Code civil.
The Convertible Bonds will validly bind and will benefit to the heirs, legatees and legal successors of each Party.
The Parties declare that they have been advised by their own lawyers or advisors and have therefore been able to independently assess the scope of their rights and obligations under the Convertible Bonds. No advisor or lawyer shall be deemed to be the sole draftsman (rédacteur unique) of the Convertible Bonds vis à vis all the Parties.
Notwithstanding anything to the contrary set forth herein, each of the Parties intend that, for U.S. federal income tax purposes, the Convertible Bonds shall be treated as equity of the Company. The Parties agree to file all relevant tax returns in a manner consistent with such treatment, and take no position inconsistent with such treatment, unless otherwise required by final “determination” within the meaning of Section 1313(a) of the U.S. Internal Revenue Code of 1986, as amended.
Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.
If any provision of these Terms and Conditions is invalid, illegal or unenforceable, the balance of these Terms and Conditions shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law.
The headings contained herein are for convenience only, do not constitute a part of these Terms and Conditions and shall not be deemed to limit or affect any of the provisions hereof.
ARTICLE 13. LOST OR MUTILATED CONVERTIBLE BOND CERTIFICATE
If a Bondholder’s Convertible Bond certificate shall be mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued, in exchange and substitution for and upon cancellation of a mutilated certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the Convertible Bonds so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership hereof reasonably satisfactory to the Company (which shall not include the posting of any bond). The applicant for a new certificate under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement certificate.
ARTICLE 14. GOVERNING LAW AND JURISDICTION
These Terms and Conditions shall be governed by and construed in accordance with French law.
Any dispute arising out of or in connection with these Terms and Conditions shall be submitted to the exclusive jurisdiction of the Tribunal des activités économiques of Paris.
26
Each of the undersigned has duly executed these Terms and Conditions of the Senior Unsecured Convertible Bonds as of the 27th day of August, 2026.
| ALYESKA MASTER FUND, L.P. | |
|---|---|
| By: | /s/ Jason Bragg |
| Name: | Jason Bragg |
| Title: | CFO, Alyeska Investment Group, LP,<br><br>investment adviser to Alyeska Master Fund, L.P. |
[Signature Page to Terms and Conditions of the
Senior Unsecured Convertible Bonds]
| SCIENCE & TECHNOLOGY PARTNERS, L.P. | |
|---|---|
| By: | /s/ Erika Klauer |
| Name: | Erika Klauer |
| Title: | Chief Investment Officer |
[Signature Page to Terms and Conditions of the
Senior Unsecured Convertible Bonds]
| INFLECTION POINT FUND I, LP | |
|---|---|
| By: | /s/ Mike Blitzer |
| Name: | Mike Blitzer |
| Title: | Managing Partner |
[Signature Page to Terms and Conditions of the
Senior Unsecured Convertible Bonds]
| CONTINENTAL GENERAL INSURANCE COMPANY | |
|---|---|
| By: | /s/ Hugh Malone |
| Name: | Hugh Malone |
| Title: | Managing Director, Investments |
[Signature Page to Terms and Conditions of the
Senior Unsecured Convertible Bonds]
| ALTO OPPORTUNITY MASTER FUND, SPC – SEGREGATED MASTER PORTFOLIO B | |
|---|---|
| By: | /s/ Waqas Khatri |
| Name: | Waqas Khatri |
| Title: | Director |
[Signature Page to Terms and Conditions of the
Senior Unsecured Convertible Bonds]
| FPS BPIFRANCE INNOVATION I, COMPARTIMENT LARGE VENTURE 2 | |
|---|---|
| Represented by: BPIFRANCE INVESTISSEMENT | |
| By: | /s/ Nicolas Berdou |
| Name: | Nicolas Berdou |
| Title: | Senior Investment Director |
[Signature Page to Terms and Conditions of the
Senior Unsecured Convertible Bonds]
| PASQAL HOLDING SA | |
|---|---|
| By: | /s/ Wasiq Bokhari |
| Name: | Wasiq Bokhari |
| Title: | Chief Executive Officer |
[Signature Page to Terms and Conditions of the
Senior Unsecured Convertible Bonds]
ANNEX A
NOTICE OF CONVERSION
(TO BE EXECUTED BY THE BONDHOLDER IN ORDER TO
CONVERT SENIOR UNSECURED CONVERTIBLE BONDS)
The undersigned hereby elects to convert the aggregate amount of senior unsecured bonds convertible into shares of the Company (obligations convertibles en actions), each at a nominal value of EUR 0.01 (the “Convertible Bonds”), indicated below into ordinary shares (actions ordinaires) (the “Ordinary Shares”), of Pasqal Holding SA, a société anonyme formed under the laws of the Republic of France (the “Company”), according to the conditions hereof, as of the date written below. If Ordinary Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay documentary stamp or similar taxes payable with respect thereto and is delivering herewith such certificates and opinions as may be required by the Company in accordance with the Purchase Agreement. No fee will be charged to the Bondholders for any conversion, except for any such transfer taxes.
Conversion calculations:
Date to Effect Conversion: ____________________________________________________
Aggregate Amount of Convertible Bond owned prior to Conversion: _______________________
Amount of Convertible Bond to be Converted: ________________________________
Number of Ordinary Shares to be Issued: ___________________________________
Applicable Conversion Price: __________________________________________________
Aggregate Amount of Convertible Bond owned subsequent to Conversion:____________________
Address for Delivery:_________________________________________________
or
DWAC Instructions:
Broker name/no: _____________
DTC Participant # _____________
Account no: ___________
Broker Phone:_____________
If shares being issued via book issuance (DRS):
Shareholder Name_______________
Shareholder Address _______________
SSN/Tax ID _________________________
| [HOLDER] | |
|---|---|
| By: | |
| Name: | |
| Title: |
ANNEX B
PASQAL HOLDING SA
French société anonyme
Share capital: [●] euros
Registered office: 23, rue de Choiseul - 75002 Paris (France)
105 098 180 R.C.S. Paris
(the « Company »)
SUBSCRIPTION FORM
(CONVERSION OF BONDS)
| 1. | TERMS<br>OF THE CONVERSION OF BONDS |
|---|
On [●], 2026, the Company issued [●] bonds, convertible into ordinary shares (actions ordinaires) of the Company, in accordance with the terms and conditions dated [●], 2026 (the “Convertible Bonds Terms & Conditions”), for a total amount of [●] euros (the “Convertible Bonds”), which shall be converted into ordinary shares of the Company by application of the Convertible Bonds Terms & Conditions.
| 2. | SUBSCRIPTION |
|---|
[name of the investor], a corporation governed by the laws of [●], having its registered office located at [●], represented by [●] (the “Holder”),
DECLARE:
| - | to<br>subscribe for [●] ([●]) ordinary share(s) (action(s) ordinaire(s)) of<br>the Company, with a par value of €[●] per ordinary share), with a total subscription<br>price of [●] euros, by conversion of [●] Convertible Bonds. |
|---|
On ________________________________,
| ____________________________________ |
|---|
| [●]^1^ |
| Represented by [●] |
^1^ Signature to be preceded by the statement « Bon pour souscription de [●] ([●]) actions ordinaires de la société »
Exhibit 2.4
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
TERMS AND CONDITIONS OF
THE WARRANTS
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”).
The Warrants are issued subject to the terms of these Terms and Conditions which are binding upon the Company and the Holders (as defined below).
| 1 | definitions<br>and interpretation |
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| 1.1 | In<br>these Terms and Conditions, except where the context requires or unless otherwise defined<br>herein, the following capitalised terms shall have the following meanings: |
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| 1.1.1 | “Adjustment<br>Event” means the occurrence of (i) any reduction of the Company’s share capital,<br>share premium account or capital redemption reserve involving the repayment of money to shareholders<br>of the Company, or (ii) the entering into any scheme of arrangement requiring the consent<br>of the court or the purchase or the redemption of any share capital or the reduction of any<br>uncalled liability in respect thereof or the cancellation of any unissued shares, or (iii)<br>every issue by way of capitalisation of profits or reserves or (iv) any securities, or (v)<br>the consolidation, subdivision or reduction of capital or (vi) other reconstruction or adjustment<br>relating to the equity share capital or (vii) any amalgamation or reconstruction affecting<br>the equity share capital (or any shares, stocks or securities derived from them) of the Company<br>or (viii) any dividend distribution or (ix) any other event whereby the Company sells or<br>disposes of any and / or all material assets of the Company, which, in either case, may adversely<br>impact the value of the equity shares in the Company; |
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| 1.1.2 | **“Affiliate”**means any Person that, directly or indirectly through one or more intermediaries, controls<br>or is controlled by or is under common control with a Person, as such terms are used in and<br>construed under Rule 405 under the Securities Act; |
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| 1.1.3 | “Alternate<br>Consideration” has the meaning given to<br>it in Clause 2.5.15(a) of these Terms and Conditions; |
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| 1.1.4 | “Asset<br>Sale” means a sale or a disposal of all or substantially all of the assets of the<br>Company; |
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| 1.1.5 | “Black<br>Scholes Value” means the value of the Warrants based on the Black-Scholes Option<br>Pricing Model obtained from the “OV” function on Bloomberg determined as of the<br>day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting<br>(A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal<br>to the time between the date of the public announcement of the applicable contemplated Fundamental<br>Transaction and the Termination Date, (B) an expected volatility equal to the greater of<br>100% and the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing<br>a 365 day annualization factor) as of the Trading Day immediately following the public announcement<br>of the applicable contemplated Fundamental Transaction, (C) the underlying price per share<br>used in such calculation shall be the greater of (i) the sum of the price per share being<br>offered in cash, if any, plus the value of any non-cash consideration, if any, being offered<br>in such Fundamental Transaction and (ii) the highest VWAP during the period beginning on<br>the Trading Day immediately preceding the announcement of the applicable Fundamental Transaction<br>(or the consummation of the applicable Fundamental Transaction, if earlier) and ending on<br>the Trading Day of the Holder’s request pursuant to this Clause 1.1.5, (D) a remaining<br>option time equal to the time between the date of the public announcement of the applicable<br>Fundamental Transaction and the Termination Date and (E) a zero cost of borrow; |
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| 1.1.6 | **“Bloomberg”**means Bloomberg L.P.; |
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| 1.1.7 | “Business<br>Combination Agreement” means that certain Agreement and Plan of Merger, dated February<br>28, 2026, by and among Bleichroeder Acquisition Corp. II, a Cayman Islands exempted company,<br>Bleichroeder Acquisition 2 France, a a société par actions simplifiée<br>formed under the laws of the Republic of France, and the Company, as amended, restated or<br>otherwise modified; |
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| 1.1.8 | Business<br>Days” means any day other than Saturday, Sunday or other day on which commercial<br>banks in the City of New York, New York are authorized or required by law to remain closed;<br>provided that any reference to a Business Day that involves the delivery of the Warrants<br>Shares or a payment hereunder, to be made by the Company, shall mean any day other than Saturday,<br>Sunday or other day on which commercial banks in the City of New York, New York or Paris,<br>France are authorized or required by law to remain closed; |
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| 1.1.9 | “Buy-In”<br>has the meaning given to it in Clause 2.2.9 of these Terms and Conditions; |
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| 1.1.10 | “Cash<br>Settlement” has the meaning given to it in Clause 4.3.3 of these Terms and Conditions; |
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| 1.1.11 | “Cash<br>Settlement Period” has the meaning given<br>to it in Clause 4.3.3(a) of these Terms and Conditions; |
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| 1.1.12 | “Change<br>of Control” means any of the following events: the Issuer, directly or indirectly,<br>in one or more related transactions effects any merger or consolidation of the Issuer with<br>or into another Person, in which the Issuer is not the surviving entity and in which the<br>stockholders of the Issuer immediately prior to such merger or consolidation do not own,<br>directly or indirectly, at least 50% of the voting power of the surviving entity immediately<br>after such merger or consolidation (excluding a merger effected solely to change the Company’s<br>name or jurisdiction of incorporation); |
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| 1.1.13 | “Company”<br>means Pasqal Holding SA and any successors thereto; |
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| 1.1.14 | “Commission”<br>means the United States Securities and Exchange Commission; |
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| 1.1.15 | “Control”<br>means and any derived form thereof has the meaning given by article L. 233-3 of the French<br>Commercial Code (Code de commerce); |
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| 1.1.16 | “Convertible<br>Bonds” has the meaning given to it in Clause 6.1 of these Terms and Conditions; |
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| 1.1.17 | “Convertible<br>Securities” means any stock or securities (other than Options) directly or indirectly<br>convertible into or exercisable or exchangeable for, or which otherwise entitles the holder<br>thereof to acquire, any Shares and any securities of the Company that when paired with one<br>or more other securities of the Company or another entity entitles the holder thereof to<br>receive, Shares; |
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| 1.1.18 | “Corporate<br>Event” means the completion of a Share Sale, an Asset Sale, a Transfer leading to<br>a Change of Control, a Merger or a Demerger; |
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| 1.1.19 | “Demerger”<br>means a “scission” under Articles L. 236-3 et seq. of the French Commercial Code<br>(Code de commerce) involving the Company, in which the Shares outstanding immediately<br>prior to such demerger would not be converted into or exchanged for at least a majority of<br>the outstanding shares of the surviving entity; |
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| 1.1.20 | “Depository<br>Trust Company” means The Depository Trust Company, a New York limited-purpose trust<br>company and registered clearing agency under Section 17A of the Exchange Act; |
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| 1.1.21 | “Dilutive<br>Issuance” has the meaning given to it in Clause 2.5.12 of these Terms and Conditions; |
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| 1.1.22 | “Encumbrances”<br>means any mortgage, charge, pledge, lien, option, restriction, right of first refusal, right<br>of pre-emption, third party right or interest, any other encumbrance of any kind, and any<br>other type of preferential arrangement (including, without limitation, title transfer and<br>retention arrangements) having a similar effect; |
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| 1.1.23 | “Exchange<br>Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations<br>promulgated thereunder; |
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| 1.1.24 | “Exempt<br>Issuance” means the issuance of (a) any securities of the Company to employees,<br>officers or directors, consultants, contractors, vendors or other agents of the Company pursuant<br>to any stock or option plan duly adopted for such purpose, by a majority of the non-employee<br>members of the Board of Directors or a majority of the members of a committee of non-employee<br>directors established for such purpose for services rendered to the Company, (b) securities<br>upon the exercise or exchange of or conversion of any securities issued pursuant to the Purchase<br>Agreements or the Business Combination Agreement and/or other securities exercisable or exchangeable<br>for or convertible into Shares issued and outstanding on the Closing Date, provided that<br>such securities have not been amended since the Closing Date to increase the number of such<br>securities or to decrease the exercise price, exchange price or conversion price of such<br>securities (other than in connection with stock splits or combinations and automatic adjustments<br>to such terms pursuant to anti-dilution or similar provisions of such securities which are<br>not more favorable to the holder thereof than the anti-dilution and similar provisions set<br>forth herein) or to extend the term of such securities, (c) the Underlying Shares, and (d)<br>securities issued pursuant to any merger, acquisition or strategic transaction or partnership<br>approved by a majority of the directors of the Company, provided that (i) such securities<br>are issued as “restricted securities” (as defined in Rule 144) or are issued<br>pursuant to an effective registration statement pursuant to the Securities Act and (ii) any<br>such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself<br>or through its subsidiaries, an operating company or an owner of an asset in a business synergistic<br>with the business of the Company and shall provide to the Company additional benefits in<br>addition to the investment of funds, but any such Exempt Issuance shall not include a transaction<br>in which the Company is issuing securities (i) primarily for the purpose of raising capital,<br>including an at-the-market offering, or (ii) to an entity whose primary business is investing<br>in securities; |
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| 1.1.25 | “Exercisable<br>Warrants” has the meaning given to it in Clause 2.2.1 of these Terms and Conditions; |
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| 1.1.26 | “France<br>Holiday ” has the meaning given to it in<br>Clause 2.2.2 of these Terms and Conditions; |
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| 1.1.27 | “Fundamental<br>Transaction” has the meaning given to it<br>in Clause 2.5.15(a) of these Terms and Conditions; |
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| 1.1.28 | “Group”<br>means the Company and any company Controlled by the latter; |
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| 1.1.29 | “Holder”<br>means any person who holds one or more Warrants from time to time in accordance with these<br>Terms and Conditions; |
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| 1.1.30 | “Holders’<br>Representative” has the meaning given to<br>it in Clause 7.17 of these Terms and Conditions; |
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| 1.1.31 | “Holders<br>Majority” has the meaning given to it in Clause 7.8 of these Terms and Conditions; |
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| 1.1.32 | “Initial<br>Exercise Period” has the meaning given to it in Clause 2.2.1; |
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| 1.1.33 | “Investors”<br>means (i) Inflection Point Asset Management LLC, (ii) Alyeska Master Fund, L.P. (iii) Continental<br>General Insurance Company, (iv) Bpifrance Innovation I – Large Venture 2, (v) Science<br>& Technology Partners, L.P. and (vi) Alto Opportunity Master Fund, SPC – Segregated<br>Master Portfolio B; |
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| 1.1.34 | “Issue<br>Date” has the meaning set forth in Clause 2.1.2 of these Terms and Conditions; |
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| 1.1.35 | “Issuer”<br>means the Company, as further described in the recitals of these Terms and Conditions; |
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| 1.1.36 | “Listing”<br>means the first listing (cotation) of all or part of the Shares (or of American Depositary<br>Shares or American Depositary Receipts representing them) on an internationally recognized<br>investment exchange and/or regulated market of the United States of America (or other investment<br>exchange approved by the Company), it being specified that Euronext Growth is not a regulated<br>market and shall not qualify as an internationally recognized investment exchange for the<br>purposes hereof unless approved by the Company; |
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| 1.1.37 | “Masse”<br>has the meaning given to it in Clause 7.16 of these Terms and Conditions; |
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| 1.1.38 | “Measurement<br>Price” has the meaning given to it in Clause 2.5.11 of these Terms and Conditions; |
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| 1.1.39 | “Merger”<br>means a “fusion” under Articles L. 236-1 et seq. of the French Commercial<br>Code (Code de commerce) for mergers between entities headquartered in France and L.<br>236-25 et seq. of the French Commercial Code (Code de commerce) for the international<br>mergers involving the Company, in which the Shares outstanding immediately prior to such<br>merger would not be converted into or exchanged for at least a majority of the outstanding<br>shares of the surviving entity; |
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| 1.1.40 | “New<br>Issuance Price” has the meaning given to it in Clause 2.5.12 of these Terms and<br>Conditions; |
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| 1.1.41 | “Net<br>Share Settlement” has the meaning given to it in Clause 4.3.1 of these Terms and<br>Conditions; |
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| 1.1.42 | “New<br>Purchaser” has the meaning given in paragraph 2.2.6; |
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| 1.1.43 | “New<br>Warrants” has the meaning given in paragraph 2.2.6; |
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| 1.1.44 | “Options”<br>means any rights, warrants or options to subscribe for or purchase Shares or Convertible<br>Securities; |
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| 1.1.45 | “Option<br>Value” means the value of an Option based on the Black-Scholes Option Pricing model<br>obtained from the “OV” function on Bloomberg determined as of (A) the Trading<br>Day prior to the public announcement of the issuance of the applicable Option, if the issuance<br>of such Option is publicly announced or (B) the Trading Day immediately following the issuance<br>of the applicable Option if the issuance of such Option is not publicly announced, for pricing<br>purposes and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury<br>rate for a period equal to the remaining term of the applicable Option as of the applicable<br>date of determination, (ii) an expected volatility equal to the greater of 100% and the 100<br>day volatility obtained from the HVT function on Bloomberg as of (A) the Trading Day immediately<br>following the public announcement of the applicable Option if the issuance of such Option<br>is publicly announced or (B) the Trading Day immediately following the issuance of the applicable<br>Option if the issuance of such Option is not publicly announced, (iii) the underlying price<br>per share used in such calculation shall be the highest weighted average price of the Shares<br>during the period beginning on the Trading Day prior to the execution of definitive documentation<br>relating to the issuance of the applicable Option and ending on (A) the Trading Day immediately<br>following the public announcement of such issuance, if the issuance of such Option is publicly<br>announced or (B) the Trading Day immediately following the issuance of the applicable Option<br>if the issuance of such Option is not publicly announced, (iv) a zero cost of borrow and<br>(v) a 360 day annualization factor, provided, however, in case any Option is issued in connection<br>with the issue or sale of other securities of the Company, together comprising one integrated<br>transaction, in no event shall the Option Value exceed a fraction of the aggregate consideration<br>received (excluding the minimum aggregate amount of additional consideration (as set forth<br>in the instruments relating thereto, without regard to any provision contained therein for<br>a subsequent adjustment of such consideration) payable to the Company upon the exercise of<br>such Options, or in the case of Options for Convertible Securities, the exercise of such<br>Options for Convertible Securities and the conversion or exchange of such Convertible Securities)<br>equal to (1) the number of Shares underlying such Option divided by (2) the total number<br>of Shares issued or issuable in the integrated transaction (including the number of shares<br>underlying such Option); |
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| 1.1.46 | “Ordinary<br>Shares” means the ordinary shares (actions ordinaires) of the Company excluding,<br>for the avoidance of doubt, any class of preferred shares; |
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| 1.1.47 | “Parties”<br>or a “Party” means the Company and the Holders, as applicable; |
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| 1.1.48 | “Person”<br>means an individual or corporation, partnership, trust, incorporated or unincorporated association,<br>joint venture, limited liability company, joint stock company, government (or an agency or<br>subdivision thereof) or other entity of any kind. |
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| 1.1.49 | “Proceeding”<br>means action, claim, suit, investigation or proceeding, whether commenced or threatened; |
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| 1.1.50 | “Purchase<br>Agreement” means the securities purchase agreement, dated as of March 4, 2026,<br>by and among Bleichroeder Acquisition Corp. II, a Cayman Islands exempted company, Bleichroeder<br>Acquisition 2 France, a société par actions simplifiée formed<br>under the laws of the Republic of France, on behalf of the Company, and certain original<br>Holders with respect to the Convertible Bonds and the Warrants, as amended by that Assignment<br>and Assumption Agreement, dated as of May 26, 2026, as it may be further amended, modified<br>or supplemented from time to time in accordance with its terms. |
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| 1.1.51 | “Redemption<br>Date” has the meaning given to it in Clause 4.2.1(a) of these Terms and Conditions; |
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| 1.1.52 | “Redemption<br>Notice” has the meaning given to it in Clause 4.1 of these Terms and Conditions; |
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| 1.1.53 | “Redemption<br>Trigger Price” means USD 18.00 (or its equivalent based on the European Central<br>Bank reference exchange rate applicable on each relevant Trading Day), subject to adjustment<br>in accordance with Clause 2.5.1 of these Terms and Conditions; |
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| 1.1.54 | “Registration<br>Rights Agreement” means the Amended and Restated Registration Rights Agreement,<br>dated as of August 27, 2026, among the Company, the initial Holders of the Warrants and the<br>other parties thereto, as it may be amended, restated or otherwise modified from time to<br>time; |
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| 1.1.55 | “Round”<br>means any equity financing, including convertible debt financing, conferring ownership, immediately<br>or not, of the share capital of the Company, by issue, in any form, of Shares or securities<br>of the Company (except any operation reserved to the employees or mandataires sociaux<br>or consultants of the Company or through the exercise of outstanding securities including,<br>for the avoidance of doubt the Warrants); |
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| 1.1.56 | “Securities”<br>refers to (i) Shares, (ii) any other equity securities, debt instruments, or other issued<br>securities whose issue confers ownership of any part of the share capital, voting rights,<br>immediately or in the future, including in particular, options to subscribe to or purchase<br>Shares and equity warrants (bons de souscription d’actions) and founders’ warrants<br>(bons de souscription de parts de créateur d’entreprise), and (iii) any<br>right to be allotted, subscribe to, or any right of priority pertaining to the aforementioned<br>Shares, securities or rights, whether or not attaching to such Shares, securities or rights; |
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| 1.1.57 | “Securities<br>Act” means the Securities Act of 1933, as amended, and the rules and regulations<br>promulgated thereunder; |
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| 1.1.58 | “Standard<br>Settlement Period” means the standard settlement period, expressed in a number<br>of Trading Days, on the Company’s primary Trading Market with respect to the Shares<br>as in effect on the date of delivery of the Notice of Exercise; |
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| 1.1.59 | “Share(s)”<br>means the Ordinary Shares (actions ordinaire), existing or future, issued by the Company<br>in representation of its capital and outstanding as at the relevant date irrespective of<br>their class or category; |
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| 1.1.60 | “Share<br>Equivalents” means any securities of the Company which would entitle the holder<br>thereof to acquire at any time Shares, including, without limitation, any debt, preferred<br>stock, right, option, warrant or other instrument that is at any time convertible into or<br>exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Shares,<br>and any securities of the Company that when paired with one or more other securities of the<br>Company or another entity entitles the holder thereof to receive, Shares; |
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| 1.1.61 | “Share<br>Sale” means a sale (vente), for any reason, of a number of Shares of the<br>Company leading to a Change of Control; |
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| 1.1.62 | “Shareholder”<br>means any person who holds at least one Share of the Company; |
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| 1.1.63 | “Shareholders’<br>Decision” means the decision held on August 27, 2026 by the Shareholders relating<br>to the issuance of the Warrants; |
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| 1.1.64 | “Strike<br>Price” means USD 12.00; provided that the Strike Price shall be subject to adjustment<br>in accordance with Clause 2.5 of these Terms and Conditions; |
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| 1.1.65 | “Subscription<br>Price” has the meaning given to it in Clause 2.3.1 of these Terms and Conditions; |
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| 1.1.66 | “Subscription<br>Rights” means the rights conferred by a Warrant to subscribe for Shares in accordance<br>with the provisions of these Terms and Conditions; |
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| 1.1.67 | “Successor<br>Entity” has the meaning given to it in<br>Clause 2.5.15(c) of these Terms and Conditions; |
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| 1.1.68 | “Third<br>Party” means any person who is not a Shareholder; |
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| 1.1.69 | “Trading<br>Day” means a day on which the principal Trading Market is open for business; |
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| 1.1.70 | “Trading<br>Market” means any of the following markets or exchanges on which the Shares is<br>listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital<br>Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange<br>(or any successors to any of the foregoing); |
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| 1.1.71 | “Transaction<br>Documents” means the Warrants and the Registration Rights Agreement, and all exhibits<br>and schedules thereto; |
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| 1.1.72 | “Transfer”<br>refers to any transaction pursuant to which, immediate or future ownership title, co-ownership,<br>bare ownership or usufruct of Securities held by a Party is transferred, for any reason whatsoever,<br>with or without consideration including in particular, further to a sale, assignment of a<br>preferential right to subscribe or waiver of such right to the benefit of a specified person,<br>donation, transfer in lieu of payment (dation en paiement), settlement, exchange,<br>Securities lending transaction, dismemberment, public auction, partial asset contribution<br>(apport partiel d’actifs), Merger, Demerger or any combination thereof; |
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| 1.1.73 | “Transfer<br>Agent” means Computershare Trust Company, N.A., the current transfer agent of the<br>Company, and any successor transfer agent of the Company; |
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| 1.1.74 | “Underlying<br>Shares” means the Shares issuable upon conversion of the Convertible Bonds or exercise<br>of the Warrants; |
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| 1.1.75 | “Valuation<br>Event” has the meaning given to it in Clause 2.5.12(c)(ii) of these Terms and Conditions; |
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| 1.1.76 | “VWAP”<br>means, for any date, the price determined by the first of the following clauses that applies:<br>(a) if the Shares is then listed or quoted on a Trading Market, the daily volume weighted<br>average price of the Shares for the 20 Trading Day preceding such date (or the nearest preceding<br>date) on the Trading Market on which the Shares are then listed or quoted as reported by<br>Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York<br>City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price<br>of the Shares for the 20 Trading Days preceding such date (or the nearest preceding date)<br>on OTCQB or OTCQX as applicable, (c) if the Shares are not then listed or quoted for trading<br>on OTCQB or OTCQX and if prices for the Shares are then reported in The Pink Open Market<br>(or a similar organization or agency succeeding to its functions of reporting prices), the<br>average of the highest closing bid price per Share and the lowest closing ask price per Share<br>for the 20 Trading Days preceding such date, or (d) in all other cases, the fair market value<br>of a Share as determined by an independent appraiser selected in good faith by the holders<br>of a majority in interest of the Warrants issued on the Initial Exercise Date and then outstanding,<br>and reasonably acceptable to the Company, the fees and expenses of which shall be paid by<br>the Company; |
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| 1.1.77 | “VWAP<br>Reset” means the one-time adjustment to the Strike<br>Price occurring on the VWAP Reset Date in accordance with Clause 2.5.11 of these Terms<br>and Conditions, effective as of the first Trading Day immediately following the VWAP Reset<br>Period; |
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| 1.1.78 | “VWAP<br>Reset Date” means the date falling six (6) months<br>after the Issue Date; |
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| 1.1.79 | “VWAP<br>Reset Period” means the period of twenty (20) consecutive Trading Days commencing<br>on (but excluding) the VWAP Reset Date; |
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| 1.1.80 | “VWAP<br>Reset Floor” means seven United States Dollars and eighty cents (USD 7.80) per Share<br>(or its Euro equivalent based on the European Central Bank reference exchange rate applicable<br>on the VWAP Reset Date), subject to adjustment in accordance with Clause 2.5.1 of these Terms<br>and Conditions; |
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| 1.1.81 | “Warrant<br>Register” has the meaning given to it in Clause 5.4 of these Terms and Conditions; |
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| 1.1.82 | “Warrants”<br>means the bons de souscription d’actions ordinaires to be issued by the Company to<br>the Investors pursuant to the provisions of these Terms and Conditions and the provisions<br>of articles L. 228-91 et seq. of the French Code de commerce; |
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| 1.1.83 | “Warrant<br>Amount” has the meaning set forth in Clause 2.1.1 of these Terms and Conditions; |
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| 1.1.84 | “Warrant<br>Redemption” has the meaning given to it in Clause 4.1 of these Terms and Conditions; |
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| 1.1.85 | “Warrant<br>Shares” means the Ordinary Shares subscribed by the Holder as a result of the exercise<br>of the Exercisable Warrants; |
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| 1.1.86 | “Winding-Up”<br>means the occurrence of any of the following events: (i) an order is made or an effective<br>resolution passed for the winding up or dissolution of one of the members of the Group (other<br>than a winding up for the purposes of amalgamation or reconstruction) whether voluntarily<br>or involuntarily; (ii) an encumbrancer other than the beneficiary of the pledges granted<br>upon granting of the Loan takes possession or an administrator, receiver or administrative<br>receiver is appointed over the whole or a material part of the assets or undertaking of any<br>member of the Group (and for this purpose a part of the assets or undertaking shall be material<br>if the value thereof exceeds 10% of the value of the gross assets of the Group as determined<br>by reference to the latest published consolidated audited accounts of the Issuer subject<br>to any adjustments as the Issuer’s auditors for the time being (acting as experts and not<br>as arbitrators) may consider necessary); (iii) the Company is unable to pay its debts within<br>the meaning of Article L. 631-1 of the French Commercial Code (Code de commerce) or<br>any statutory modification or re-enactment thereof or certifies that it is unable to pay<br>any of its debts as and when they fall due; or (iv) the passing of a resolution for a solvent<br>Winding-Up of the Company; |
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| 1.2 | In<br>these Terms and Conditions, except as otherwise provided or where clearly inconsistent, words<br>importing the singular include the plural and vice versa; words denoting gender include every<br>gender; words denoting persons include bodies corporate or unincorporated. |
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| 2 | TERMS<br>AND CONDITIONS OF THE WARRANTS |
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| 2.1 | Warrants |
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| 2.1.1 | The<br>Investors shall be granted Warrants to subscribe to thirty-two million five hundred fifty-two<br>thousand and eighty-three (32,552,083) Shares. |
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| 2.1.2 | The<br>Warrants shall be issued free from all Encumbrances in registered form, other than those<br>resulting from applicable securities laws. The Company shall treat the Holders as the absolute<br>owner of the Warrants issued to it and accordingly the Company shall not be bound to recognize<br>any equitable or other claim to or interest in such Warrants from any other person. Notwithstanding<br>any provision to the contrary in this Agreement, no Holder may assign, transfer, pledge or<br>otherwise dispose of, directly or indirectly, all or any portion of the Warrants or Subscription<br>Rights (but excluding the Warrant Shares issued upon exercise of the Warrants) to any Person,<br>without the prior written consent of the Company, which consent shall not be unreasonably<br>withheld. For the avoidance of doubt, the Warrants, Subscription Rights and the Warrant Shares<br>may only be assigned, transferred, pledged or otherwise disposed of in compliance with US<br>state and federal securities laws. |
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| 2.1.3 | The<br>Holder, by the acceptance hereof, represents and warrants that it is acquiring the Warrants<br>and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise,<br>for its own account and not with a view to or for distributing or reselling such Warrant<br>Shares or any part thereof in violation of the Securities Act or any applicable state securities<br>law, except pursuant to sales registered or exempted under the Securities Act. |
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| 2.1.4 | The<br>Warrants do not entitle the Holder to any voting rights, dividends or other rights as a shareholder<br>of the Issuer prior to the exercise hereof as set forth in Clause 2.2, except as otherwise<br>expressly set forth herein. |
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| 2.1.5 | The<br>Holder acknowledges that the Warrant Shares acquired upon the exercise of the Warrants, if<br>not registered will have restrictions upon resale imposed by state and federal securities<br>laws. |
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| 2.2 | Exercise<br>of the Warrants |
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| 2.2.1 | The<br>Holders will be able to exercise all or part of their Warrants (the “Exercisable<br>Warrants”) at any time on or after the Issue Date (the “Initial Exercise<br>Date”) and on or prior to 5:00 p.m. (Central European time) on the earlier of (i)<br>August 27, 2031 and (ii) the Redemption Date (the “Termination Date”)<br>but not thereafter (the “Initial Exercise Period”). |
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| 2.2.2 | Subject<br>to Clause 2.1.1, the Subscription Rights conferred by the Exercisable Warrants may be exercised<br>in whole or in part (on one or more occasions) (without prejudice to the non-Exercisable<br>Warrants) by the Holder at any time during the Initial Exercise Period by delivery to the<br>Company (or such other office or agency that the Company may designate by notice in writing<br>to the registered Holders at the address of the Holder appearing on the books of the Company)<br>as applicable, of a duly executed PDF copy delivered by e-mail (or e-mail attachment) of<br>the Notice of Exercise in the form set out in Annex 1 (“Notice of Exercise”)<br>(which includes an executed subscription form (bulletin de souscription) in the form<br>set out in Annex 2). Not later than the number of Trading Days comprising the Standard<br>Settlement Period following the date of exercise as aforesaid, the Holder shall deliver to<br>the Company the aggregate Subscription Price for the shares specified in the applicable Notice<br>of Exercise by wire transfer or cashier’s check drawn unless the cashless exercise<br>procedure specified in Clause 2.3.3 below is available and specified in the applicable Notice<br>of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion<br>guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required<br>unless required by the Transfer Agent. The Holder and the Company shall maintain records<br>showing the number of Warrant Shares purchased and the date of such purchases. The Company<br>shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt<br>of such notice; provided, that if such day shall be one on which commercial banks<br>in Paris, France are authorized or required by law to remain closed (“France Holiday”),<br>then the Company shall have until the next Business Day that is not a France Holiday to deliver<br>such objection. |
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| 2.2.3 | The<br>Issuer undertakes that, subject to receipt of the Subscription Price for the Warrant Shares<br>in respect of which Subscription Rights are to be exercised upon completion of the exercise<br>of the Warrants by the Holder in accordance with this Clause 2 (Terms and Conditions of<br>the Warrants), it shall allot and issue to the Holder the Warrant Shares constituted<br>by such Warrants free from all Encumbrances, other than those resulting from the securities<br>laws, any applicable registration rights agreement, any other applicable lock-up agreement<br>or similar agreement, and shall enter the name of the Holder in the register of members of<br>the Company in respect of the number of Warrant Shares issued to it (a) by crediting the<br>account of the Holder’s or its designee’s balance account with the Depository<br>Trust Company through its Deposit or Withdrawal at Custodian system if (i) the Company is<br>then a participant in such system, (ii) there is an effective registration statement permitting<br>the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder and (iii)<br>such Holder’s broker (or other applicable custodian) has submitted a valid DWAC (Deposit/Withdrawal<br>at Custodian) request to receive the Warrant Shares through the Depository Trust Company,<br>and such Holder has provided the Company, the Transfer Agent and the Company’s French<br>registrar with all information reasonably necessary (including the applicable DTC participant<br>number and any other required account or delivery information) to enable the Company and<br>the Transfer Agent to process and complete such delivery, and otherwise (b) by physical delivery<br>of a certificate (or reasonable evidence of issuance by book-entry of ownership of the Warrant<br>Shares) registered in the Company’s share register in the name of the Holder or its<br>designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such<br>exercise to the address specified by the Holder in the Notice of Exercise by the date that<br>is the later of (i) three (3) Business Days after the delivery to the Company of the Notice<br>of Exercise, and (ii) one (1) Trading Day after delivery of the aggregate Subscription Price<br>to the Company (such date, the “Warrant Share Delivery Date”); provided,<br>however, in any event, the Company shall not be obligated to deliver Warrant<br>Shares until it has received the aggregate Subscription Price therefor; provided,<br>further, that, if the Warrant Share Delivery Date is on a France Holiday, then<br>the Warrant Share Delivery Date shall be deemed to be the next Business Day that is not a<br>France Holiday. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all<br>corporate purposes to have become the holder of record of the Warrant Shares with respect<br>to which the Warrants has been exercised, irrespective of the date of delivery of the Warrant<br>Shares, provided that payment of the aggregate Subscription Price (other than<br>in the case of a cashless exercise) is received within the number of Trading Days comprising<br>the Standard Settlement Period following delivery of the Notice of Exercise. The Company<br>agrees to maintain a transfer agent that is a participant in the FAST program so long as<br>the Warrants remain outstanding and exercisable. In connection with any exercise of Warrants,<br>the Company shall submit a valid Issuance Authorization Form to the Transfer Agent and the<br>Company’s French registrar with all information reasonably necessary. |
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| 2.2.4 | The<br>Warrant Shares issued on exercise of the Subscription Rights shall rank pari passu<br>with the other Shares of the same class as the Warrant Shares so issued (and shall benefit<br>from all of the same rights attached to those Shares including, but without limitation, as<br>to any liquidation preference). |
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| 2.2.5 | For<br>the avoidance of doubt, the Subscription Rights attached to the Exercisable Warrants may<br>be exercised by the Holder at any time and on any one or more occasions during the Initial<br>Exercise Period. |
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| 2.2.6 | If<br>the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares<br>pursuant by the Warrant Share Delivery Date (subject to receipt of the aggregate Subscription<br>Price for the applicable exercise (other than in the case of a cashless exercise)), then<br>the Holder will have the right to rescind such exercise prior to the delivery of the Warrant<br>Shares; provided, however, that the Company shall not be liable<br>for any delay in delivery caused by circumstances beyond its reasonable control, including<br>any failure or delay by the Transfer Agent, the Company’s French registrar, the Depository<br>Trust Company, any broker for a Holder or a Holder’s failure to deliver any information<br>or documentation necessary for the Company to issue and deliver the Warrant Shares. |
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| 2.2.7 | In<br>the event that the entire issued share capital of the Company is Transferred or is to be<br>Transferred where as a result of such sale the shareholders of the Company would hold shares<br>in the capital of the acquirer of the Company (the “New Purchaser”) entitling<br>the shareholders of the Company to Control the New Purchaser within the meaning of Article<br>L. 233-3 I. of the French Commercial Code (Code de commerce), provided that (i) the<br>Warrants have not been exercised and completed prior to the date of such sale and (ii) the<br>New Purchaser is not a publicly listed company, the Company shall use all reasonable endeavours<br>to procure that the New Purchaser issues warrants to the Holders in place of Warrants under<br>these Terms and Conditions on terms approved by the Holders, substantially similar to the<br>terms of these Terms and Conditions and with the same economic benefit to the Holders (the<br>“New Warrants”). Upon issue of the New Warrants, the Warrants under these<br>conditions shall lapse. |
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| 2.2.8 | If<br>during the Initial Exercise Period a Winding-Up occurs, the Holder shall, in respect of its<br>unexercised Subscription Rights, be treated as if it had fully exercised its outstanding<br>Subscription Rights on the day immediately preceding the happening of the Winding-Up and<br>shall receive out of the surplus assets of the Issuer available in the liquidation such sum<br>as it would have received if it had been registered as the holder of the number of fully<br>paid Warrant Shares for which it is entitled to subscribe after the deduction from such sum<br>of a sum equal to the Subscription Price in respect of those Warrant Shares. |
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| 2.2.9 | Compensation<br>for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to<br>any other rights available to the Holder, if the Company fails for any reason unrelated to<br>the actions of the Holder or its Affiliates to deliver to a Holder the applicable Warrant<br>Shares by the Warrant Share Delivery Date pursuant to Clause 2.2.3, and if after such Share<br>Delivery Date such Holder is required by its brokerage firm to purchase (in an open market<br>transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, Shares<br>to deliver in satisfaction of a sale by such Holder of the Warrant Shares which such Holder<br>was entitled to receive upon the conversion relating to such Warrant Share Delivery Date<br>(a “Buy-In”), then the Company shall (A) pay in cash to such Holder (in<br>addition to any other remedies available to or elected by such Holder) the amount, if any,<br>by which (x) such Holder’s total purchase price (including any brokerage commissions)<br>for the Shares so purchased exceeds (y) the product of (1) the aggregate number of Shares<br>that such Holder was entitled to receive from the conversion at issue multiplied by (2) the<br>actual sale price at which the sell order giving rise to such purchase obligation was executed<br>(excluding any brokerage commissions) and (B) at the option of such Holder, either reissue<br>(if surrendered) the Warrants equal to the aggregate value of the Warrants submitted for<br>exercise (in which case, such exercise shall be deemed rescinded) or deliver to such Holder<br>the number of Shares that would have been issued if the Company had timely complied with<br>its delivery requirements under Clause 2.2.3. For example, if a Holder purchases Shares having<br>a total purchase price of USD$11,000 to cover a Buy-In with respect to an attempted exercise<br>of Warrants with respect to which the actual sale price of the Warrant Shares (including<br>any applicable brokerage commissions) giving rise to such purchase obligation was a total<br>of USD$10,000, under clause (A) of the immediately preceding sentence, the Company shall<br>be required to pay such Holder USD$1,000. The Holder shall provide the Company written notice<br>indicating the amounts payable to such Holder in respect of the Buy-In and, upon the request<br>of the Company, evidence of the amount of such loss. If a Holder purchases Ordinary Shares<br>having a total purchase price of USD$9,000 to cover a Buy-In with respect to an attempted<br>exercise of Warrants with respect to which the actual sale price of the Warrant Shares (including<br>any applicable brokerage commissions) giving rise to such purchase obligation was a total<br>of USD$10,000, under clause (A) of the preceding sentence, the Company shall not be required<br>to pay Holder any amount. For the avoidance of doubt, in the event of a Buy-In, the Holder<br>shall use commercially reasonable efforts to purchase Shares at the lowest available price,<br>paying the lowest reasonably available brokerage commission. The Holder shall provide the<br>Company written notice indicating the amounts payable to such Holder in respect of the Buy-In<br>and evidence of the amount of such loss. Nothing herein shall limit a Holder’s right<br>to pursue any other remedies available to it hereunder, at law or in equity including, without<br>limitation, a decree of specific performance and/or injunctive relief with respect to the<br>Company’s failure to timely deliver Warrant Shares upon exercise of the Warrants as<br>required pursuant to the terms hereof. |
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| 2.3 | Exercise<br>of the Warrant Shares |
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| 2.3.1 | The<br>subscription price to be paid in cash to the Company under the Warrants for each of the Warrant<br>Shares (the “Subscription Price”) shall, at the absolute discretion of<br>the Holder, be either: |
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| (a) | the<br>Strike Price; or |
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| (b) | in<br>the case of a Corporate Event where the Holder would receive cash proceeds equal to at least<br>the aggregate Strike Price for the Warrant Shares, then in lieu of cash payment in respect<br>of the Strike Price for the Warrant Shares, a written undertaking by the Holder to the Company<br>to pay the aggregate Strike Price for the Warrant Shares out of the proceeds payable to the<br>Holder (as applicable) on completion of such Corporate Event, and an irrevocable instruction<br>to the Company to retain an amount equal to the aggregate Strike Price from such proceeds. |
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No fractional shares or scrip representing fractional shares shall be issued upon the exercise of the Warrants. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Subscription Price or round up to the next whole share.
| 2.3.2 | Voluntary<br>Adjustment By Issuer. Subject to the rules and regulations of the Trading Market, the<br>Issuer may at any time during the term of the Warrants, reduce the then current Strike Price<br>to any amount and for any period of time deemed appropriate by the board of directors of<br>the Company. |
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| 2.3.3 | Cashless<br>Exercise. If at any time after the six (6) month anniversary of the Issue Date, (x) the<br>Warrants Shares issuable upon exercise of a Warrant would be (i) “restricted securities”<br>as defined in Rule 144 or (ii) the Holder is an Affiliate of the Company and (y) there is<br>no effective registration statement registering, or the prospectus contained therein is not<br>available for the resale of the Warrant Shares by the Holder, then such Warrant may also<br>be exercised, in whole or in part, at such time by means of a “cashless exercise”<br>in which the Holder shall be entitled to receive a number of Warrant Shares equal to the<br>quotient obtained by dividing ((A-B) multiplied by (X)) by (A), where: |
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(A) = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Clause 2.2.2 hereof on a day that is not a Trading Day, (2) both executed and delivered pursuant to Clause 2.2.2 hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day or (3) executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day), or (ii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Clause 2.2.2 hereof after the close of “regular trading hours” on such Trading Day;
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(B) = the Strike Price of such Warrant, as adjusted hereunder; and
(X) = the number of Warrant Shares that would be issuable upon exercise of such Warrant in accordance with these Terms and Conditions if such exercise were by means of a cash exercise rather than a cashless exercise.
If Warrant Shares are issued in such a cashless exercise, the Parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of such Warrants. The Company agrees not to take any position contrary to this Clause 2.3.3.
| 2.3.4 | Holder’s<br>Exercise Limitations. The Holder may notify the Company in writing in the event it elects<br>to be subject to the provisions contained in this Clause 2.3.4; however, the Holder shall<br>not be subject to this Clause 2.3.4 unless he, she or it makes such election. If the election<br>is made, the Company shall not effect any exercise of the Warrants held by such Holder, and<br>a Holder shall not have the right to exercise any portion of such Warrants, pursuant to Clause<br>2.3 or otherwise, to the extent that after giving effect to such issuance after exercise<br>as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s<br>Affiliates, and any Persons acting as a group together with the Holder or any of the Holder’s<br>Affiliates (such Persons, “Attribution Parties”)) would beneficially own<br>in excess of 4.9%, 9.9%, 19.9% (or such other amount as the Holder may specify) (the “Beneficial<br>Ownership Limitation”). For purposes of the foregoing sentence, the number of Shares<br>beneficially owned by the Holder, its Affiliates and Attribution Parties shall include the<br>number of Shares issuable upon exercise of the Warrants with respect to which such determination<br>is being made, but shall exclude the number of Shares which would be issuable upon (i) exercise<br>of the remaining, nonexercised portion of the Warrants beneficially owned by the Holder or<br>any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised<br>or unconverted portion of any other securities of the Company (including, without limitation,<br>any other Share Equivalents) subject to a limitation on conversion or exercise analogous<br>to the limitation contained herein beneficially owned by the Holder or any of its Affiliates<br>or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this<br>Clause 2.3.4, beneficial ownership shall be calculated in accordance with Section 13(d) of<br>the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged<br>by the Holder that the Company is not representing to the Holder that such calculation is<br>in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible<br>for any schedules required to be filed in accordance therewith. To the extent that the limitation<br>contained in this Clause 2.3.4 applies, the determination of whether the Warrants are exercisable<br>(in relation to other securities owned by the Holder together with any Affiliates and Attribution<br>Parties) and, of which portion of the Warrants is exercisable up to the Beneficial Ownership<br>Limitation shall be in the sole discretion of the Holder, and the submission of a Notice<br>of Exercise shall be deemed to be the Holder’s good faith determination of whether<br>the Warrants are exercisable (in relation to other securities owned by the Holder together<br>with any Affiliates and Attribution Parties) and of which portion of the Warrants is exercisable,<br>in each case, subject to the Beneficial Ownership Limitation, and the Company shall have<br>no obligation to verify or confirm the accuracy of such determination and shall have no liability<br>for exercises of a Warrant that are not in compliance with the Beneficial Ownership Limitation.<br>In addition, a determination as to any group status as contemplated above shall be determined<br>in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated<br>thereunder and the Company shall have no obligation to verify or confirm the accuracy of<br>such determination and shall have no liability for exercises of the Warrants that are not<br>in compliance with the Beneficial Ownership Limitation. For purposes of this Clause 2.3.4,<br>in determining the number of outstanding Shares, a Holder may rely on the number of outstanding<br>Shares as reflected in (A) the Company’s most recent periodic or annual report filed<br>with the Commission, as the case may be, (B) a more recent public announcement by the Company<br>or (C) a more recent written notice by the Company or the Company’s transfer agent<br>setting forth the number of Shares outstanding. Upon the written request of a Holder, the<br>Company shall within two (2) Trading Days confirm in writing to the Holder the number of<br>Shares then outstanding. In any case, the number of outstanding Shares shall be determined<br>after giving effect to the conversion or exercise of securities of the Company, including<br>the Warrants, by the Holder or its Affiliates or Attribution Parties since the date as of<br>which such number of outstanding Shares was reported. By written notice to the Company, the<br>Holder may from time to time increase or decrease the Beneficial Ownership Limitation applicable<br>to the Holder, provided, however, that any such increase in the Beneficial Ownership Limitation<br>will not be effective until the sixty-first (61st) day after such notice is delivered to<br>the Company. The provisions of this paragraph shall be construed and implemented in a manner<br>otherwise than in strict conformity with the terms of this Clause 2.3.4 to correct this paragraph<br>(or any portion hereof) which may be defective or inconsistent with the intended Beneficial<br>Ownership Limitation herein contained or to make changes or supplements necessary or desirable<br>to properly give effect to such limitation. The limitations contained in this paragraph shall<br>apply to a successor holder of any Warrant. Upon request by the Company, the Holders will<br>promptly provide to the Company written evidence detailing their holdings in securities of<br>the Company, which the Company is entitled to rely upon for purposes of this Clause 2.3.4. |
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| 2.3.5 | Charges,<br>Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder<br>for any documentary stamp or similar taxes or other incidental expense in respect of the<br>issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company,<br>and such Warrant Shares shall be issued in the name of the Holder or in such name or names<br>as may be directed by the Holder; provided, however, that, in the event that<br>Warrant Shares are to be issued in a name other than the name of the Holder, a Warrant when<br>surrendered for exercise shall be accompanied by the Assignment Form attached hereto as Annex<br>3 duly executed by the Holder and the Company may require, as a condition thereto, the payment<br>of a sum sufficient to reimburse it for any documentary stamp or similar taxes incidental<br>thereto. The Company shall not be required to pay any such tax that may be payable in respect<br>of any subsequent transfer or sale of the Warrants Shares in connection with transactions<br>carried out by the Holders. The Company shall pay all Transfer Agent fees required for same-day<br>processing of any Notice of Exercise and all fees to the Depository Trust Company (or another<br>established clearing corporation performing similar functions) required for same-day electronic<br>delivery of the Warrant Shares pursuant to these Terms and Conditions. |
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| 2.3.6 | Closing<br>of Books. The Company will not close its stockholder books or records in any manner intended<br>to prevent the timely exercise of a Warrants, pursuant to these Terms and Conditions. |
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| 2.4 | Duration<br>of Exercise of the Warrants |
| --- | --- |
| 2.4.1 | The<br>Warrants may be exercisable at any time during the Initial Exercise Period. The Subscription<br>Rights and Warrants shall not lapse on the occurrence of a Corporate Event and shall be exercisable<br>(in accordance with the terms of these conditions) prior to, upon or following a Corporate<br>Event. |
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| 2.4.2 | The<br>Company shall give the Holder at least five (5) calendar days advance notice in writing of<br>the proposed occurrence of a Corporate Event. The notice shall state the date or planned<br>approximate date on which the Corporate Event shall take place and the number of Warrant<br>Shares that the Holder shall be entitled to subscribe for under the Warrants on or before<br>the Corporate Event (if applicable); provided that, notwithstanding the foregoing, any notice<br>delivery requirement hereunder shall also be deemed satisfied by filing or furnishing such<br>communication with the Commission via the EDGAR system; provided, further, that the failure<br>to deliver such notice or any defect therein or in the delivery thereof shall not affect<br>the validity of the corporate action required to be specified in such notice. Any delay in<br>giving such notice to the Issuer in relation to a Corporate Event shall not prevent the Holder<br>from exercising the Warrant before such a Corporate Event. |
| --- | --- |
| 2.4.3 | When<br>the Holder is notified of a proposed Corporate Event pursuant to Clause 2.4.2, the Holder<br>shall have the right to subscribe for the number of Warrant Shares calculated as set forth<br>in Clause 2.3 (Exercise of Warrant Shares) hereinafter. |
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| 2.5 | Certain<br>Adjustments; Protection of the Warrant Holder |
| --- | --- |
| 2.5.1 | Stock<br>Dividend and Splits. If the Company at any time while the Warrants are outstanding: (i)<br>pays a stock dividend or otherwise makes a distribution or distributions on its Shares (which,<br>for avoidance of doubt, shall not include any Shares issued by the Company upon exercise<br>of the Warrants or any cash distributions), (ii) subdivides outstanding Shares into a larger<br>number of shares, (iii) combines (including by way of a reverse stock split) outstanding<br>Shares into a smaller number of Shares, or (iv) issues by reclassification of shares of the<br>Shares any shares of capital stock of the Company, then in each case the Subscription Price<br>shall be multiplied by a fraction of which the numerator shall be the number of Shares (excluding<br>treasury shares, if any) outstanding immediately before such event and of which the denominator<br>shall be the number of Shares outstanding immediately after such event, and the number of<br>shares issuable upon exercise of the Warrants shall be proportionately adjusted such that<br>the aggregate Subscription Price of the Warrants shall remain unchanged. Any adjustment made<br>pursuant to this Clause 2.5.1 shall become effective immediately after the record date for<br>the determination of shareholders entitled to receive such dividend or distribution and shall<br>become effective immediately after the effective date in the case of a subdivision, combination<br>or re-classification. |
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| 2.5.2 | The<br>Holders’ rights to subscribe for Warrant Shares through the Warrants will benefit from<br>anti-dilution and down Round protection in accordance with the provisions set out in Clauses<br>2.5.3 to 2.5.13 below. |
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| 2.5.3 | In<br>addition to, and without limiting, the adjustments set out in Clauses 2.5.11 to 2.5.15, the<br>Holder shall also have the benefit of Articles L. 228-98 to L. 228-106 of the French Commercial<br>Code (Code de commerce) to preserve its rights in the event of future financial or other<br>transactions involving the Company. |
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| 2.5.4 | In<br>particular, in the event that the Company would (i) proceed to the issuance in any form of<br>instruments giving rights to subscribe to the capital of the Company in the conditions set<br>forth in the abovementioned French Commercial Code (Code de commerce) Articles, with<br>a preferred right of subscription to its Shareholders, or (ii) distribute its reserves, in<br>cash or in-kind and premium (“prime d’émission”), or (iii) amend<br>the distribution of its profit by the creation of preferred Shares, the Company shall take<br>all necessary measures to preserve the rights of the Holder in compliance with the provisions<br>of Article L. 228-99 of the French Commercial Code (Code de commerce) (paragraphs<br>1 and 3). It is agreed between the Parties that in case of new issuance of Shares of the<br>Company with a preferred right of subscription to its Shareholders, the Issuer must therefore,<br>in accordance with the provisions of Article L. 228-99 of the French Commercial Code (Code<br>de commerce), either: |
| --- | --- |
| (a) | allow<br>the Holder to exercise its Warrants if the Initial Exercise Period stipulated in the present<br>terms and conditions is not already open or if the conditions of the exercise of the Subscription<br>Rights are not entirely fulfilled, such that the Holder may immediately participate in the<br>planned transactions or benefit from them, or |
| --- | --- |
| (b) | carry<br>out an adjustment to the subscription conditions initially stipulated, in such a way as to<br>take into account the impact of the planned transactions. |
| --- | --- |
| 2.5.5 | In<br>any case, the Company shall use its commercially reasonable efforts to ensure that the method<br>and the adjustment retained by the Company shall be upheld, as the case may be, by the statutory<br>auditors of the Company. |
| --- | --- |
| 2.5.6 | In<br>the event of a reduction of capital motivated by losses and carried-out through reduction<br>of the nominal value or the number of Shares making up the Company’s share capital, the Holder’s<br>rights shall be reduced as a consequence, as if it had exercised its Warrants before the<br>date on which the reduction of capital became definitive. |
| --- | --- |
| 2.5.7 | In<br>the event of a reduction of capital motivated by losses and carried-out by the diminution<br>of the nominal amount of the Company’s Shares, the Subscription Price of the Warrant Shares<br>to which the Warrants give right shall not vary, the premium (“prime d’émission”)<br>being increased by the diminution of the nominal amount. |
| --- | --- |
| 2.5.8 | In<br>the event of a reduction of capital not motivated by losses and carried-out by the diminution<br>of the number of Shares of the Company, the Holder of the Warrants, if it exercises its Warrants<br>in compliance with the provisions of these Terms and Conditions, shall be able to exercise<br>its Subscription Rights before such a share capital decrease, so as to benefit of the share<br>capital decrease. |
| --- | --- |
| 2.5.9 | In<br>the event of a reduction of capital not motivated by losses and carried-out by the diminution<br>of the nominal amount of the Shares of Company, the Subscription Price of the Warrant Shares<br>shall be reduced in consequence as if such Holder would have been Shareholder at the date<br>of issuance of the Warrants. |
| --- | --- |
| 2.5.10 | Notwithstanding<br>the above, if an Adjustment Event takes place after the Issue Date but prior to the exercise<br>of the Subscription Rights, then all the Warrant Shares which shall derive (whether directly<br>or indirectly) from the Warrants shall be deemed to be subject to such Adjustment Event (assuming<br>for the purposes of calculating the adjustment to be made that the Warrants had been exercised<br>in full immediately prior to such Adjustment Event) so that references in these Terms and<br>Conditions to the Warrant Shares and the Subscription Price shall be appropriately adjusted<br>to take account of such Adjustment Event in accordance with article R. 228-91 of the French<br>Commercial Code (Code de commerce). |
| --- | --- |
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| 2.5.11 | VWAP<br>Reset. On the VWAP Reset Date, the Strike Price then in effect shall be adjusted downward<br>on a one-time basis, effective as of the first Trading Day immediately following the VWAP<br>Reset Period, to reflect the VWAP of the Shares during the VWAP Reset Period (the “VWAP<br>Reset” and such adjusted price, the “Measurement Price”), subject<br>to the following: |
|---|---|
| (a) | the<br>adjusted Strike Price shall be equal to the Measurement Price; |
| --- | --- |
| (b) | notwithstanding<br>paragraph (a) above, if the VWAP calculated over the VWAP Reset Period is lower than the<br>VWAP Reset Floor, then the adjusted Strike Price shall be equal to the VWAP Reset Floor; |
| --- | --- |
| (c) | the<br>VWAP Reset shall apply (i) to the portion of the Warrants that have not been exercised prior<br>to the end of the VWAP Reset Period and (ii) only if the Strike Price immediately prior to<br>the VWAP Reset Date is greater than the Measurement Price; |
| --- | --- |
| (d) | the<br>Company shall notify the Holder in writing of the adjusted Strike Price within five (5) Business<br>Days following the end of the VWAP Reset Period; and |
| --- | --- |
| (e) | for<br>the avoidance of doubt, following the VWAP Reset, all references to the Strike Price in these<br>Terms and Conditions shall be deemed to refer to the adjusted Strike Price (subject always<br>to any further adjustments in accordance with this Clause 2.5). |
| --- | --- |
| 2.5.12 | Adjustment<br>Upon Issuance of Shares. If and whenever on or after the date hereof, the Company issues<br>or sells, or in accordance with this Clause 2.5.12 is deemed to have issued or sold, any<br>Shares (including the issuance or sale of Shares owned or held by or for the account of the<br>Company, but excluding Shares issued or sold, or deemed to have been issued or sold, by the<br>Company in connection with any Exempt Issuance) for a consideration per share (the “New<br>Issuance Price”) less than the Strike Price then in effect (each such issue, sale<br>or deemed issuance or sale, a “Dilutive Issuance”), where the aggregate<br>amount of consideration received by the Company, together with all prior issuances and sales<br>conducted for the purpose of raising capital by the Company on or after the date hereof that<br>were excluded from this Clause 2.5.12 by this clause, exceeds USD 500,000, then immediately<br>after such Dilutive Issuance, the Strike Price then in effect shall be reduced to an amount<br>equal to the New Issuance Price. |
| --- | --- |
For purposes of determining the adjusted Strike Price under this Clause 2.5.12, the following shall be applicable:
| (a) | Options<br>and Convertible Securities. The consideration per Share received by the Company for Shares<br>deemed to have been issued pursuant to Clause 2.5.12(b), relating to Options and Convertible<br>Securities, shall be determined by dividing: |
|---|---|
| (i) | the<br>total amount, if any, received or receivable by the Company as consideration for the issue<br>of such Options or Convertible Securities, plus the minimum aggregate amount of additional<br>consideration (as set forth in the instruments relating thereto, without regard to any provision<br>contained therein for a subsequent adjustment of such consideration) payable to the Company<br>upon the exercise of such Options or the conversion or exchange of such Convertible Securities,<br>or in the case of Options for Convertible Securities, the exercise of such Options for Convertible<br>Securities and the conversion or exchange of such Convertible Securities, by |
| --- | --- |
| (ii) | the<br>maximum number of Shares (as set forth in the instruments relating thereto, without regard<br>to any provision contained therein for a subsequent adjustment of such number) deemed to<br>be issued pursuant to Clause 2.5.12(b) upon the issuance of such Options or Convertible Securities. |
| --- | --- |
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| (b) | Deemed<br>Issuance of Options and Convertible Securities. |
|---|---|
| (i) | If<br>the Company at any time or from time to time shall issue any Options or Convertible Securities<br>or shall fix a record date for the determination of holders of any class of securities entitled<br>to receive any such Options or Convertible Securities, then the maximum number of Shares<br>(as set forth in the instrument relating thereto, assuming the satisfaction of any conditions<br>to exercisability, convertibility or exchangeability but without regard to any provision<br>contained therein for a subsequent adjustment of such number) issuable upon the exercise<br>of such Options or, in the case of Convertible Securities and Options therefor, the conversion<br>or exchange of such Convertible Securities, shall be deemed to be outstanding and to have<br>been issued as of the time of such issue or, in case such a record date shall have been fixed,<br>as of the close of business on such record date. |
| --- | --- |
| (ii) | If<br>the purchase price provided for in any Options, the additional consideration, if any, payable<br>upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate<br>at which any Convertible Securities are convertible into or exercisable or exchangeable for<br>Shares increases or decreases at any time, (other than (x) proportional changes in conversion<br>or exercise prices, as applicable, in connection with an event referred to in Clause 2.5.1<br>above and (y) automatic adjustments to such terms pursuant to anti-dilution or similar provisions<br>of such Option or Convertible Security which are not more favorable to the holder thereof<br>than the anti-dilution and similar provisions set forth herein), the Strike Price in effect<br>at the time of such increase or decrease shall be adjusted to the Strike Price, which would<br>have been in effect at such time had such Options or Convertible Securities provided for<br>such increased or decreased purchase price, additional consideration or increased or decreased<br>conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes<br>of this Clause 2.5.12(b)(ii), if the terms of any Option or Convertible Security that was<br>outstanding as of the Initial Exercise Date are increased or decreased in the manner described<br>in the immediately preceding sentence, then such Option or Convertible Security and the Shares<br>deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been<br>issued as of the date of such increase or decrease. No adjustment pursuant to this Clause<br>2.5.12 (b)(ii) shall be made if such adjustment would result in an increase of the Strike<br>Price then in effect. |
| --- | --- |
| (c) | Calculation<br>of Consideration Received |
| --- | --- |
| (i) | In<br>case one or more Option is issued in connection with the issue or sale of other securities<br>of the Company, together comprising one integrated transaction, (x) each such Option will<br>be deemed to have been issued for the Option Value of such Option and (y) the other securities<br>issued or sold in such integrated transaction shall be deemed to have been issued or sold<br>for the difference of (I) the aggregate consideration received by the Company less any consideration<br>paid or payable by the Company pursuant to the terms of such other securities of the Company,<br>less (II) the Option Value of each such Options; provided, that, no Share shall be deemed<br>to have been issued for less than a fraction of the aggregate consideration received (excluding<br>the minimum aggregate amount of additional consideration (as set forth in the instruments<br>relating thereto, without regard to any provision contained therein for a subsequent adjustment<br>of such consideration) payable to the Company upon the exercise of any such Options, or in<br>the case of Options for Convertible Securities, the exercise of such Options for Convertible<br>Securities and the conversion or exchange of such Convertible Securities) equal to (A) one<br>divided by (B) the total number of Shares issued or issuable in the integrated transaction<br>(including the number of shares underlying any Options and Convertible Securities). |
| --- | --- |
| (ii) | If<br>any Shares, Options or Convertible Securities are issued or sold for a consideration other<br>than cash, the amount of such consideration received by the Company will be the fair value<br>of such consideration, except where such consideration consists of publicly traded securities,<br>in which case the amount of consideration received by the Company will be the closing sale<br>price of such publicly traded securities on the date of receipt. If any Shares, Options or<br>Convertible Securities are issued to the owners of the non-surviving entity in connection<br>with any merger in which the Company is the surviving entity, the amount of consideration<br>therefor will be deemed to be the fair value of such portion of the net assets and business<br>of the non-surviving entity as is attributable to such Shares, Options or Convertible Securities,<br>as the case may be. The fair value of any consideration other than cash or publicly traded<br>securities will be determined jointly by the Company and the holders of a majority in interest<br>of the Warrants issued on the Initial Exercise Date and then outstanding. If such parties<br>are unable to reach agreement within ten (10) days after the occurrence of an event requiring<br>valuation (the “Valuation Event”), the fair value of such consideration<br>will be determined within five (5) Business Days after the tenth (10th) day following the<br>Valuation Event by an independent, reputable appraiser jointly selected by the Company and<br>the holders of a majority in interest of the Warrants issued on the Initial Exercise Date<br>and then outstanding. The determination of such appraiser shall be final and binding upon<br>all parties absent manifest error and the fees and expenses of such appraiser shall be borne<br>by the Company. |
| --- | --- |
14
| (d) | Record<br>Date. If the Company takes a record of the holders of Shares for the purpose of entitling<br>them (A) to receive a dividend or other distribution payable in Shares, Options or in Convertible<br>Securities or (B) to subscribe for or purchase Shares, Options or Convertible Securities,<br>then such record date will be deemed to be the date of the issuance or sale of the Shares<br>deemed to have been issued or sold upon the declaration of such dividend or the making of<br>such other distribution or the date of the granting of such right of subscription or purchase,<br>as the case may be. |
|---|---|
| (e) | Expiration<br>or Termination of Options or Convertible Securities. Upon the expiration or termination<br>of any unexercised Option or unconverted or unexchanged Convertible Securities (or portion<br>thereof) which resulted (either upon its original issuance or upon a revision of its terms)<br>in an adjustment to the Strike Price pursuant to the terms of Clause 2.5.12, the Strike Price<br>shall be readjusted to such Strike Price as would have obtained had such Option or Convertible<br>Securities (or portion thereof) never been issued. |
| --- | --- |
| 2.5.13 | Subsequent<br>Rights Offerings. In addition to any adjustments pursuant to Clause 2.5.1 above, if at<br>any time after the Initial Exercise Date the Company grants, issues or sells any Share Equivalents<br>or rights to purchase shares, warrants, securities or other property pro rata to the record<br>holders of any class of Shares (the “Purchase Rights”), then the Holder<br>will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate<br>Purchase Rights which the Holder could have acquired if the Holder had held the number of<br>Shares acquirable upon complete exercise of the Warrants (without regard to any limitations<br>on exercise hereof, including without limitation, any applicable Beneficial Ownership Limitation)<br>immediately before the date on which a record is taken for the grant, issuance or sale of<br>such Purchase Rights, or, if no such record is taken, the date as of which the record holders<br>of Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided,<br>however, that, to the extent that the Holder’s right to participate in any such Purchase<br>Right would result in the Holder exceeding any applicable Beneficial Ownership Limitation,<br>then the Holder shall not be entitled to participate in such Purchase Right to such extent<br>(or beneficial ownership of such Shares as a result of such Purchase Right to such extent)<br>and such Purchase Right to such extent shall be held in abeyance for the Holder until such<br>time, if ever, as its right thereto would not result in the Holder exceeding any applicable<br>Beneficial Ownership Limitation). To the extent that the issue price of such Purchase Rights<br>would result in an adjustment of the Strike Price pursuant to Clause 2.5.1, such adjustment<br>shall not occur to the extent the Holders were granted the right to acquire such Purchase<br>Rights on the applicable terms. |
| --- | --- |
| 2.5.14 | Pro<br>Rata Distributions. If the Company shall declare or make any dividend or other distribution<br>of its assets (or rights to acquire its assets) to holders of Shares, by way of return of<br>capital or otherwise (including, without limitation, any distribution of cash, shares or<br>other securities, property or options by way of a dividend, spin off, reclassification, corporate<br>rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),<br>at any time after the issuance of the Warrants, then, in each such case, the Holder shall<br>be entitled to participate in such Distribution to the same extent that the Holder would<br>have participated therein if the Holder had held the number of Shares acquirable upon complete<br>exercise of the Warrants (without regard to any limitations on exercise hereof, including<br>without limitation, any applicable Beneficial Ownership Limitation) immediately before the<br>date of which a record is taken for such Distribution, or, if no such record is taken, the<br>date as of which the record holders of Shares are to be determined for the participation<br>in such Distribution (provided, however, that, to the extent that the Holder’s right<br>to participate in any such Distribution would result in the Holder exceeding any applicable<br>Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in<br>such Distribution to such extent (or in the beneficial ownership of any Shares as a result<br>of such Distribution to such extent) and the portion of such Distribution shall be held in<br>abeyance for the benefit of the Holder until such time, if ever, as its right thereto would<br>not result in the Holder exceeding any applicable Beneficial Ownership Limitation). |
| --- | --- |
15
| 2.5.15 | Fundamental<br>Transaction |
|---|---|
| (a) | If,<br>at any time while a Warrant is outstanding, (i) the Company, directly or indirectly, in one<br>or more related transactions effects any merger or consolidation of the Company with or into<br>another Person, (ii) the Company (and all of its subsidiaries, taken as a whole), directly<br>or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other<br>disposition of all or substantially all of its assets in one or a series of related transactions,<br>(iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by<br>the Company or another Person) is completed pursuant to which holders of Shares are permitted<br>to sell, tender or exchange their Shares for other securities, cash or property and has been<br>accepted by the holders of 50% or more of the outstanding Shares, (iv) the Company, directly<br>or indirectly, in one or more related transactions effects any reclassification, reorganization<br>or recapitalization of the Shares or any compulsory share exchange pursuant to which the<br>Shares are effectively converted into or exchanged for other securities, cash or property<br>(other than as a result of a stock split, combination or reclassification of Shares covered<br>by Clause 2.5.1), or (v) the Company, directly or indirectly, in one or more related transactions<br>consummates a stock or share purchase agreement or other business combination (including,<br>without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement)<br>with another Person or group of Persons whereby such other Person or group acquires 50% or<br>more of the outstanding Shares (not including any Shares held by the other Person or other<br>Persons making or party to, or associated or affiliated with the other Persons making or<br>party to, such stock or share purchase agreement or other business combination) or 50% or<br>more of the voting power of the common equity of the Company (each a “Fundamental<br>Transaction”), then, upon any subsequent exercise of such Warrant, the Holder shall<br>have the right to receive, for each Warrant Share that would have been issuable upon such<br>exercise immediately prior to the occurrence of such Fundamental Transaction, at the option<br>of the Holder (without regard to any limitation in Clause 2.3.4 on the exercise of such Warrant),<br>the number of Shares of the successor or acquiring corporation or of the Company, if it is<br>the surviving corporation, and any additional consideration (the “Alternate Consideration”)<br>receivable as a result of such Fundamental Transaction by a holder of the number of Shares<br>for which such Warrant is exercisable immediately prior to such Fundamental Transaction (without<br>regard to any limitation in Clause 2.3.4 on the exercise of such Warrant). |
| --- | --- |
| (b) | For<br>purposes of any such exercise, the determination of the Strike Price shall be appropriately<br>adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration<br>issuable in respect of one Share in such Fundamental Transaction, and the Company shall apportion<br>the Strike Price among the Alternate Consideration in a reasonable manner reflecting the<br>relative value of any different components of the Alternate Consideration. If holders of<br>Shares are given any choice as to the securities, cash or property to be received in a Fundamental<br>Transaction, then the Holder shall be given the same choice as to the Alternate Consideration<br>it receives upon any exercise of a Warrant following such Fundamental Transaction. Notwithstanding<br>anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor<br>Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently<br>with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later,<br>the date of the public announcement of the applicable Fundamental Transaction), purchase<br>a Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes<br>Value of the remaining unexercised portion of such Warrant on the date of the consummation<br>of such Fundamental Transaction; provided, that if holders of Shares of the Company<br>are not offered or paid any consideration in such Fundamental Transaction, such holders of<br>Shares will be deemed to have received common stock or ordinary shares of the Successor Entity<br>(which Successor Entity may be the Company following such Fundamental Transaction) in such<br>Fundamental Transaction. The payment of the Black Scholes Value will be made by wire transfer<br>of immediately available funds (or such other consideration) within the later of (i) five<br>Business Days of the Holder’s election and (ii) the date of consummation of the Fundamental<br>Transaction; provided, that if such day shall be a France Holiday, then the Company<br>shall have until the next Business Day that is not a France Holiday to deliver such payment. |
| --- | --- |
| (c) | The<br>Company shall cause any successor entity in a Fundamental Transaction in which the Company<br>is not the survivor (the “Successor Entity”) to assume in writing all<br>of the obligations of the Company under the Warrants and the other Transaction Documents<br>in accordance with the provisions of this Clause 2.5.15(c) pursuant to written agreements<br>in form and substance reasonably satisfactory to the Holder and approved by the Holder (without<br>unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the<br>Holder, deliver to the Holder in exchange for a Warrant a security of the Successor Entity<br>evidenced by a written instrument substantially similar in form and substance to such Warrant<br>which is exercisable for a corresponding number of shares of capital stock of such Successor<br>Entity (or its parent entity) equivalent to the Shares acquirable and receivable upon exercise<br>of such Warrant (without regard to any limitations on the exercise of such Warrant) prior<br>to such Fundamental Transaction, and with a strike price which applies the Strike Price hereunder<br>to such shares of capital stock (but taking into account the relative value of the Shares<br>pursuant to such Fundamental Transaction and the value of such shares of capital stock, such<br>number of shares of capital stock and such strike price being for the purpose of protecting<br>the economic value of such Warrant immediately prior to the consummation of such Fundamental<br>Transaction), and which is reasonably satisfactory in form and substance to the Holder. |
| --- | --- |
16
| 2.5.16 | **Calculations.**All calculations under this Clause 2.5 shall be made to the nearest cent or the nearest<br>1/100th of a share, as the case may be. For purposes of this Clause 2.5, the number of Shares<br>deemed to be issued and outstanding as of a given date shall be the sum of the number of<br>Shares (excluding treasury shares, if any) issued and outstanding. |
|---|---|
| 2.5.17 | Number<br>of Warrant Shares. Simultaneously with any adjustment to the Strike Price pursuant to<br>this Clause 2.5, the number of Warrant Shares that may be purchased upon exercise of a Warrant<br>shall be increased or decreased proportionately so that after such adjustment the aggregate<br>Strike Price payable hereunder for the adjusted number of Warrant Shares shall be the same<br>as the aggregate Strike Price in effect immediately prior to such adjustment (without regard<br>to any limitations on exercise contained herein). |
| --- | --- |
| 2.5.18 | Notice<br>to Holder. |
| --- | --- |
| (a) | Whenever<br>the Strike Price is adjusted pursuant to any provision of this Clause 2.5, the Company shall<br>promptly deliver to the Holder by email a notice setting forth the Strike Price after such<br>adjustment and any resulting adjustment to the number of Warrant Shares and setting forth<br>a brief statement of the facts requiring such adjustment. |
| --- | --- |
| (b) | Notice<br>to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other<br>distribution in whatever form) on the Shares, (B) the Company shall declare a redemption<br>of the Shares, (C) the Company shall authorize the granting to all holders of the Shares<br>rights or warrants to subscribe for or purchase any shares of capital stock of any class<br>or of any rights, (D) the approval of any stockholders of the Company shall be required in<br>connection with any reclassification of the Shares, any consolidation or merger to which<br>the Company (or any of its subsidiaries) is a party, any sale or transfer of all or substantially<br>all of its assets, or any compulsory share exchange whereby the Shares are converted into<br>other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary<br>dissolution, liquidation or winding up of the affairs of the Company, then, in each case,<br>the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile<br>number or email address as it shall appear upon the Warrant Register of the Company, at least<br>five (5) calendar days prior to the applicable record or effective date hereinafter specified,<br>a notice stating (x) the date on which a record is to be taken for the purpose of such dividend,<br>distribution, redemption, rights or warrants, or if a record is not to be taken, the date<br>as of which the holders of the Shares of record to be entitled to such dividend, distributions,<br>redemption, rights or warrants are to be determined or (y) the date on which such reclassification,<br>consolidation, merger, sale, transfer or share exchange is expected to become effective or<br>close, and the date as of which it is expected that holders of the Shares of record shall<br>be entitled to exchange their Shares for securities, cash or other property deliverable upon<br>such reclassification, consolidation, merger, sale, transfer or share exchange; provided,<br>that, notwithstanding the foregoing, any notice delivery requirement hereunder shall also<br>be deemed satisfied by filing or furnishing such communication with the Commission via the<br>EDGAR system; provided, further, that the failure to deliver such notice or<br>any defect therein or in the delivery thereof shall not affect the validity of the corporate<br>action required to be specified in such notice. To the extent that any notice provided to<br>the Holder in accordance with the terms of the Warrants constitutes, or contains, material,<br>non-public information regarding the Company or any of the subsidiaries, the Company shall<br>simultaneously file such notice with the Commission pursuant to a Current Report on Form<br>8-K, unless determined by the Company that such filing would be harmful to the Company at<br>such time, in which case the Company shall file such 8-K as soon as is reasonably practicable<br>in its discretion. The Holder shall remain entitled to exercise the Warrants during the period<br>commencing on the date of such notice to the effective date of the event triggering such<br>notice except as may otherwise be expressly set forth herein. |
| --- | --- |
| 3 | REMEDIES<br>AND WAIVERS |
| --- | --- |
No failure, delay or other relaxation or indulgence on the part of the Holder or the Company to exercise any power, right or remedy shall operate as a waiver thereof nor shall any single or partial exercise or waiver of any power, right or remedy preclude such party’s further exercise or the exercise of any other power, right or remedy.
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| 4 | Warrant<br>redemption |
|---|---|
| 4.1 | Redemption<br>Right |
| --- | --- |
| 4.1.1 | Commencing<br>on the first (1st) anniversary of the Issue Date, the Issuer may elect to redeem all outstanding<br>Warrants (the “Warrant Redemption”), in whole and not in part, at any time<br>while they are exercisable and prior to their expiration, by giving prior written notice<br>to the Holder (the “Redemption Notice”), at the price of €0.10 per<br>Warrant (the “Redemption Price”), provided that all of the following conditions<br>are satisfied: |
| --- | --- |
| (a) | the<br>last reported sale price of a Share equals or exceeds the Redemption Trigger Price for any<br>twenty (20) Trading Days within any thirty (30) consecutive Trading Day period ending no<br>more than five (5) Business Days prior to the date of the Redemption Notice; |
| --- | --- |
| (b) | such<br>Shares are listed on an internationally recognized investment exchange and/or regulated market<br>as contemplated by the definition of Listing in these Terms and Conditions; and |
| --- | --- |
| (c) | such<br>Shares are covered by a currently effective registration statement, not subject to any stop<br>order, from the date that the Redemption Notice is given through the Redemption Date. |
| --- | --- |
| 4.2 | Redemption<br>Notice |
| --- | --- |
| 4.2.1 | The<br>Redemption Notice shall specify: |
| --- | --- |
| (a) | the<br>date on which the Warrant Redemption shall become effective (the “Redemption Date”),<br>which shall be no earlier than fifteen (15) Business Days following the date of the Redemption<br>Notice; |
| --- | --- |
| (b) | evidence<br>that the Redemption Trigger Price condition set forth in Clause 4.1.1(a) has been satisfied;<br>and |
| --- | --- |
| (c) | whether<br>the Warrant Redemption will be settled by way of cash exercise or Net Share Settlement (as<br>defined below), in accordance with Clause 4.3 below. |
| --- | --- |
| 4.2.2 | The<br>Redemption Notice shall be delivered by the Company not less than fifteen (15) Business Days<br>prior to the Redemption Date to the registered Holders of the Warrants to be redeemed at<br>their last addresses as they shall appear on the registration books. Any notice mailed, e-mailed<br>or sent by facsimile shall be conclusively presumed to have been duly given whether or not<br>the registered Holder received such notice. |
| --- | --- |
| 4.3 | Settlement<br>of the Warrant Redemption |
| --- | --- |
| 4.3.1 | If,<br>at the time of the delivery of the Redemption Notice, the Holder (i) is not subject to any<br>trading blackout period or similar trading restriction imposed by applicable law, regulation,<br>or internal compliance policy, and (ii) does not have a regularly scheduled trading blackout<br>period or similar restriction that is reasonably expected to occur within thirty (30) days<br>following the date of the Redemption Notice, the Warrant Redemption shall be settled on a<br>net share basis (the “Net Share Settlement”) in accordance with Clause 4.3.2<br>below. |
| --- | --- |
| 4.3.2 | In<br>the event of a Net Share Settlement: |
| --- | --- |
| (a) | the<br>Issuer shall issue to the Holder such number of Shares as is determined in accordance with<br>sub-clause (b) below, and such issuance shall be made in accordance with the provisions of<br>Articles L. 225-129 et seq. of the French Commercial Code (Code de commerce); |
| --- | --- |
18
| (b) | the<br>number of Shares to be issued to the Holder shall be calculated as follows: |
|---|---|
| (i) | the<br>Shares shall be issued at a cost basis equal to the volume-weighted average price (“VWAP”),<br>as defined by Bloomberg L.P. (or, if Bloomberg L.P. ceases to publish such data, another<br>internationally recognized financial data provider mutually agreed by the Parties), of the<br>Shares on the relevant regulated market or investment exchange during the three (3) Trading<br>Day period commencing immediately prior to the date of the Redemption Notice; provided that<br>for the avoidance of doubt, the number of Ordinary Shares to be issued shall be calculated<br>using the cashless exercise formula set forth in Clause 2.3.3, substituting the volume-weighted<br>average price of the Shares during the three (3) Trading Day period immediately prior to<br>the date of the Redemption Notice for variable “A” in that formula; |
| --- | --- |
| (ii) | the<br>number of Shares to be delivered shall be rounded down to the nearest whole Share; and |
| --- | --- |
| (c) | the<br>Issuer shall issue and allot the Shares determined in accordance with this Clause 4.3.2 to<br>the Holder free from all Encumbrances and shall enter the name of the Holder in the register<br>of members of the Company in respect of the number of Shares so issued. |
| --- | --- |
| 4.3.3 | If,<br>at the time of delivery of the Redemption Notice, (i) the Holder is subject to any trading<br>blackout period or similar trading restriction imposed by applicable law, regulation, or<br>internal compliance policy or (ii) has a regularly scheduled trading blackout period or similar<br>restriction that is reasonably expected to occur within thirty (30) days following the date<br>of the Redemption Notice,, the Warrant Redemption shall be settled in cash (the “Cash<br>Settlement”), and the following provisions shall apply: |
| --- | --- |
| (a) | the<br>Holder shall have no less than thirty (30) Business Days from receipt of the Redemption Notice<br>to deliver to the Issuer the aggregate Strike Price payable in respect of all outstanding<br>Exercisable Warrants by bank transfer to the bank account designated by the Issuer in the<br>Redemption Notice (the “Cash Settlement Period”); |
| --- | --- |
| (b) | upon<br>receipt of the aggregate Strike Price, the Issuer shall issue and allot the corresponding<br>Warrant Shares to the Holder in accordance with Clause 2.2.3 of these Terms and Conditions;<br>and |
| --- | --- |
| (c) | if<br>a trading blackout period or similar trading restriction affecting the Holder occurs during<br>the Cash Settlement Period, the deadline for delivery of the aggregate Strike Price by the<br>Holder shall be automatically extended by a period of thirty (30) Business Days following<br>the end of such blackout period or restriction. |
| --- | --- |
| 4.4 | Exercise<br>After Notice of Redemption. The Warrants may be exercised, for cash at any time after<br>notice of redemption shall have been given by the Company pursuant to Clause 4.2 hereof<br>and prior to two (2) Business Days prior to the Redemption Date. On and after the Redemption<br>Date, the record holder of the Warrants shall have no further rights except to receive, upon<br>surrender of the Warrants, the Redemption Price. |
| --- | --- |
| 4.5 | Effect<br>of Redemption |
| --- | --- |
| 4.5.1 | Upon<br>completion of the Warrant Redemption in accordance with this Clause 4, all Warrants shall<br>be deemed to have been exercised and the Issuer shall have no further obligations to the<br>Holder in respect of the Warrants (except for any antecedent breaches under these Terms and<br>Conditions). |
| --- | --- |
| 5 | Transfer<br>of Warrant |
| --- | --- |
| 5.1 | Warrants,<br>Warrant Shares and Subscription Rights shall be transferable by the Holders only in compliance<br>with state and federal securities laws and any other applicable laws and no Holder may assign,<br>transfer, pledge or otherwise dispose of, directly or indirectly, all or any portion of the<br>Warrants or Subscription Rights (but excluding the Warrant Shares issued upon exercise of<br>the Warrants) to any Person, without the prior written consent of the Company, which consent<br>shall not be unreasonably withheld. The Warrants and the Warrant Shares may only be disposed<br>of in compliance with US state and federal securities laws and applicable French laws and<br>regulations. In connection with any transfer of the Warrants or the Warrant Shares other<br>than pursuant to an effective registration statement or to the Company, the Company may require<br>the transferor to provide to the Company an opinion of counsel selected by the transferor<br>and reasonably acceptable to the Company, the form and substance of which opinion shall be<br>reasonably satisfactory to the Company, to the effect that such transfer does not require<br>registration of the Warrants or the Warrant Shares under the Securities Act or French law. |
| --- | --- |
19
| 5.2 | Subject<br>to Clause 5.1, the Warrants and all rights hereunder (including, without limitation, any<br>registration rights) are transferable, in whole or in part, upon surrender of the Warrants<br>at the principal office of the Company or its designated agent, together with a written assignment<br>of the Warrants substantially in the form attached hereto duly executed by the Holder or<br>its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making<br>of such transfer. Upon such surrender and, if required, such payment, the Company shall execute<br>and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable,<br>and in the denomination or denominations specified in such instrument of assignment, and<br>shall issue to the assignor a new Warrant evidencing the portion of the Warrant not so assigned,<br>and the Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary,<br>the Holder shall not be required to physically surrender a Warrant to the Company unless<br>the Holder has assigned such Warrant in full, in which case, the Holder shall surrender such<br>Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers<br>an assignment form to the Company assigning such Warrant in full. The Warrant, if properly<br>assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant<br>Shares without having a new Warrant issued. |
|---|---|
| 5.3 | A<br>Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid<br>office of the Company, together with a written notice specifying the names and denominations<br>in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject<br>to compliance with Clause 5.1, as to any transfer which may be involved in such division<br>or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange<br>for the Warrant or Warrants to be divided or combined in accordance with such notice. All<br>Warrants issued on transfers or exchanges shall be dated the Initial Exercise Date and shall<br>be identical with the Warrants except as to the number of Warrant Shares issuable pursuant<br>thereto, and if applicable, shall reflect any adjustment to the Strike Price prior to the<br>date of such transfer or exchange. |
| --- | --- |
| 5.4 | The<br>Company shall register the Warrants, upon records to be maintained by the Company for that<br>purpose (the “Warrant Register”), in the name of the record Holder hereof<br>from time to time. The Company may deem and treat the registered Holder of a Warrant as the<br>absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,<br>and for all other purposes, absent actual notice to the contrary. |
| --- | --- |
| 6 | Convertible<br>Bonds |
| --- | --- |
| 6.1 | In<br>connection with the issuance of the Warrants, the Company shall issue to each Holder bonds<br>convertible into Ordinary Shares (obligations convertibles en actions ordinaires)<br>(the “Convertible Bonds”) upon the terms and subject to the conditions set<br>forth in the Purchase Agreement. |
| --- | --- |
| 6.2 | The<br>Warrants are issued on a detached basis (bon autonome) from the Convertible Bonds,<br>under those Terms and Conditions approved by the shareholders of the Company, to which the<br>bond holders expressly agreed to be bound. |
| --- | --- |
| 7 | MISCELLANEOUS |
| --- | --- |
| 7.1 | Each<br>of the provisions of these Terms and Conditions is severable and distinct from the others<br>and if at any time one or more of such provisions is or becomes invalid, illegal or unenforceable<br>the validity, legality and enforceability of the remaining provisions hereof shall not in<br>any way be affected or impaired thereby. |
| --- | --- |
| 7.2 | The<br>Warrants do not entitle the Holder to any voting rights, dividends or other rights as a shareholder<br>of the Company prior to the exercise, except as expressly set forth in Clause 2.5. |
| --- | --- |
| 7.3 | The<br>Company covenants that upon receipt by the Company of evidence reasonably satisfactory to<br>it of the loss, theft, destruction or mutilation of a Warrant or any stock certificate relating<br>to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security<br>reasonably satisfactory to it (which, in the case of a Warrant, shall not include the posting<br>of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if<br>mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor<br>and dated as of such cancellation, in lieu of such Warrant or stock certificate. |
| --- | --- |
| 7.4 | If<br>the last or appointed day for the taking of any action or the expiration of any right required<br>or granted herein shall not be a Business Day, then, such action may be taken or such right<br>may be exercised on the next succeeding Business Day. |
| --- | --- |
20
| 7.5 | Subject<br>to any applicable restrictions under French law regarding the holding of treasury shares<br>(actions autodétenues), the Company covenants that, during the period a Warrant<br>is outstanding, it will reserve from its authorized and unissued Shares a sufficient number<br>of Shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase<br>rights under such Warrant (without regard to any limitation on exercise set forth herein<br>and assuming a Strike Price equal to the lower of (i) VWAP Reset Floor and (ii) the Strike<br>Price then in effect). The Company further covenants that its issuance of a Warrant shall<br>constitute full authority to its officers who are charged with the duty of issuing the necessary<br>Warrant Shares upon the exercise of the purchase rights under such Warrant. The Company will<br>take all such reasonable action as may be necessary to assure that such Warrant Shares may<br>be issued as provided herein without violation of any applicable law or regulation, or of<br>any requirements of the Trading Market upon which the Shares may be listed. The Company covenants<br>that all Warrant Shares which may be issued upon the exercise of the purchase rights represented<br>by a Warrant will, upon exercise of the purchase rights represented by such Warrant and payment<br>for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully<br>paid and nonassessable and free from all taxes, liens and charges created by the Company<br>in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously<br>with such issue). |
|---|---|
| 7.6 | Except<br>and to the extent as waived or consented to by the Holders Majority (as defined below), the<br>Company shall not by any action, including, without limitation, amending its charter documents<br>or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue<br>or sale of securities or any other voluntary action, avoid or seek to avoid the observance<br>or performance of any of the terms of a Warrant, but will at all times in good faith assist<br>in the carrying out of all such terms and in the taking of all such actions as may be necessary<br>or appropriate to protect the rights of Holders as set forth in these Terms and Conditions<br>against impairment. Without limiting the generality of the foregoing, the Company will (i)<br>not increase the par value of any Warrant Shares above the amount payable therefor upon such<br>exercise immediately prior to such increase in par value, (ii) take all such action as may<br>be necessary or appropriate in order that the Company may validly and legally issue fully<br>paid and nonassessable Warrant Shares upon the exercise of the Warrants and (iii) use commercially<br>reasonable efforts to obtain all such authorizations, exemptions or consents from any public<br>regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to<br>perform its obligations under the Warrants. |
| --- | --- |
| 7.7 | Before<br>taking any action which would result in an adjustment in the number of Warrant Shares for<br>which a Warrant is exercisable or in the Strike Price, the Company shall obtain all such<br>authorizations or exemptions thereof, or consents thereto, as may be necessary from any public<br>regulatory body or bodies having jurisdiction thereof. |
| --- | --- |
| 7.8 | The<br>Terms and Conditions Warrant may be modified, waived or amended or the provisions hereof<br>waived with the written consent of the Company and a majority (at least fifty and one-hundredth<br>percent (50.01%)) of the Holders of Warrants then outstanding (“Holders Majority”)<br>or as otherwise required in accordance with the French commercial code. |
| --- | --- |
| 7.9 | No<br>course of dealing or any delay or failure to exercise any right hereunder on the part of<br>Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s<br>rights, powers or remedies. Without limiting any other provision of these Terms and Conditions,<br>if the Company wilfully and knowingly fails to comply with any provision of these Terms and<br>Conditions, which results in any material damages to the Holder, the Company shall pay to<br>the Holder such amounts as shall be sufficient to cover any costs and expenses including,<br>but not limited to, reasonable attorneys’ fees, including those of appellate proceedings,<br>incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing<br>any of its rights, powers or remedies hereunder. |
| --- | --- |
| 7.10 | No<br>provision hereof, in the absence of any affirmative action by the Holder to exercise a Warrant<br>to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the<br>Holder, shall give rise to any liability of the Holder for the purchase price of any Shares<br>or as a stockholder of the Company, whether such liability is asserted by the Company or<br>by creditors of the Company. |
| --- | --- |
| 7.11 | The<br>Holders, in addition to being entitled to exercise all rights granted by law, including recovery<br>of damages, will be entitled to specific performance of its rights under these Terms and<br>Conditions. The Company agrees that monetary damages would not be adequate compensation for<br>any loss incurred by reason of a breach by it of the provisions of these Terms and Conditions<br>and hereby agrees to waive and not to assert the defense in any action for specific performance<br>that a remedy at law would be adequate. |
| --- | --- |
21
| 7.12 | Subject<br>to applicable securities laws, these Terms and Conditions and the rights and obligations<br>evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted<br>assigns of the Company and the successors and permitted assigns of Holder. The provisions<br>of these Terms and Conditions are intended to be for the benefit of any Holder from time<br>to time of a Warrant and shall be enforceable by the Holder or holder of Warrant Shares. |
|---|---|
| 7.13 | In<br>the event of any conflict, inconsistency or ambiguity between the provisions of these Terms<br>and Conditions and the provisions of any other agreement relating to the Warrants or otherwise<br>referring to the Terms and Conditions, the provisions of these Terms and Conditions shall<br>prevail to the fullest extent permitted by applicable law, and the conflicting provisions<br>of such other agreement, instrument or document shall be deemed to be amended or modified<br>to the extent necessary to give effect to the provisions of these Terms and Conditions. |
| --- | --- |
| 7.14 | In<br>the event that one or more provisions of these Terms and Conditions is considered illegal,<br>invalid or unenforceable, these Terms and Conditions shall be interpreted as if it did not<br>contain that provision and the nullity or invalidity of the said provision shall not affect<br>the validity or the performance of the other provisions of these Terms and Conditions, which<br>shall nevertheless remain legal and valid and shall continue to be in force. |
| --- | --- |
| 7.15 | Each<br>Party hereby acknowledges that the provisions of Article 1195 of the French Civil Code (Code<br>civil) shall not apply to it with respect to its obligations under these Terms and Conditions<br>and that it shall not be entitled to make any claim under Article 1195 of the French Civil<br>Code (Code civil). |
| --- | --- |
| 7.16 | The<br>Holders shall be organised as a group for the representation of their interests (“Masse”).<br>The Masse shall be governed by the provisions of the French Code de commerce and especially<br>the provisions of articles L. 228-103 and R. 228-60 and seq. of the French Code de commerce.<br>Any reasonable and documented costs or expenses incurred by the Holders in connection with<br>the operation and consultation of the Masse shall be reimbursed by the Company upon presentation<br>of the relevant invoices. The Masse may, alone, to the exclusion of all the Holders taken<br>individually, exercise the rights and actions, current or future, attached to the Warrants. |
| --- | --- |
| 7.17 | The<br>Masse shall be represented by a proxy (the “Holders’ Representative”)<br>elected by the general meeting of the Holders in accordance with French laws and shall be<br>empowered, unless otherwise provided by the general meeting of the Holders, to accomplish<br>on behalf of the Masse any management act for the defence of the common interests of the<br>Holders in accordance with French laws. Any person is entitled, at any time, to obtain at<br>the Company’s registered office the name and the address of the Holders’ Representative. |
| --- | --- |
| 7.18 | The<br>fees of the Holders’ Representative shall be paid on a quarterly basis. The Holders’ Representative<br>shall be Aether Financial Services. |
| --- | --- |
The general meetings of the Holders shall meet in accordance with the following provisions. The Holders’ general meetings shall be convened by either the Board of the Company in its capacity as legal representative, the Holders’ Representative, the administrator (liquidateur) in case of liquidation of the Company or any Holders holding together at least 15% of the Warrants, in writing (including by email) with a seven (7) calendar days’ prior notice, save that such prior notice can be reduced in case of urgency if the person issuing the convening notice duly justifies of such urgency. Any Holder may attend meetings by remote transmission (telephone, videoconference, etc.) and may be represented by any person of its choice in accordance with articles L. 228-61 et seq. of the French Code de commerce. All decisions taken at the Holders’ general meetings shall be taken in accordance with quorum and majority rules provided under French law. The decisions of the Holders can result from a general meeting as described above or written consultation of the Holders (including by email) pursuant to article L. 228-46-1 of the French Code de commerce, in which case the same quorum and majority as those described above shall apply. The written consultation shall be sent by the Company or the Holders’ Representative to the Holders. The Holders shall then have seven (7) days to send to the Company (including by email) their answer to such written consultation.
| 7.19 | Other<br>than as set forth in these Terms and Conditions, all notices required hereunder (excluding,<br>for the avoidance of doubt, the valid DWAC (Deposit/Withdrawal at Custodian) and Issuance<br>Authorization Form required in accordance with Clause 2.2.3) shall be in writing and validly<br>made if delivered by hand, courier, registered letter (return receipt requested) or email<br>(with acknowledgment of receipt) to the registered office of the Company set forth below<br>or the address of the Holders’ Representative (until another address is filed in writing<br>by the Holders’ Representative with the Company and the Holders) set forth below or<br>to the address of the Holder recorded in the Company’s securities register (until another<br>address is filed in writing by the Holder with the Company) and shall be deemed given and<br>effective on the earliest of: (a) the time of transmission, if such notice or communication<br>is delivered via email at or prior to 4:00 p.m. (Central European time) on a Trading Day,<br>(b) the next Trading Day after the time of transmission, if such notice or communication<br>is delivered via email attachment on a day that is not a Trading Day or later than 4:00 p.m.<br>(Central European time) on any Trading Day, (c) the second (2^nd^) Trading Day following<br>the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d)<br>upon actual receipt by the party to whom such notice is required to be given. |
|---|
22
If to the Company:
Pasqal Holding SA
24 Av. Emile Baudot
91120 Palaiseau
France
Attention: Mr. Wasiq Bokhari, Mr. Stéphane Rougeot, Mr. Loic Henriet
Email: [email protected] / [email protected] / [email protected]
With a copy to (which shall not constitute notice):
Orrick, Herrington & Sutcliffe LLP
61, rue des Belles Feuilles
Paris 75116
France
| Attn: | Olivier Jouffroy |
|---|---|
| Bruno Romagnoli | |
| Email: | [email protected] |
| [email protected] |
and
Orrick, Herrington & Sutcliffe LLP
51 W 52nd St
New York, New York 10019
| Attn: | Albert Vanderlaan | |
|---|---|---|
| Marsha Mogilevich | ||
| Email: | [email protected] | |
| [email protected] |
If to the Holders’ Representative:
Aether Financial Services
36 rue de Monceau
75008 Paris
France
Email: [email protected]
Notwithstanding anything else set forth in these Terms and Conditions, any Notice of Exercise shall be sent to Pasqal Holding SA at the following e-mail: [email protected], with copies to [email protected], [email protected], [email protected], [email protected], [email protected], [email protected], [email protected], and [email protected] in accordance with Section 2.
| 7.20 | These<br>Terms and Conditions shall be governed by and construed in accordance with French law. Any<br>dispute arising out of or in connection with these Terms and Conditions shall be submitted<br>to the exclusive jurisdiction of the Tribunal des activités économiques<br>of Paris. |
|---|
23
Each of the undersigned has duly executed these Terms and Conditions of the Warrants as of the 27th day of August, 2026.
| ALYESKA MASTER FUND, L.P. | |
|---|---|
| By: | /s/ Jason Bragg |
| Name: | Jason Bragg |
| Title: | CFO, Alyeska Investment Group, LP, investment adviser to Alyeska Master Fund, L.P. |
[Signature Page to Terms and Conditions of the Warrants]
24
| SCIENCE & TECHNOLOGY PARTNERS, L.P. | |
|---|---|
| By: | /s/ Erika Klauer |
| Name: | Erika Klauer |
| Title: | Chief Investment Officer |
[Signature Page to Terms and Conditions of the Warrants]
25
| INFLECTION POINT FUND I, LP | |
|---|---|
| By: | /s/ Mike Blitzer |
| Name: | Mike Blitzer |
| Title: | Managing Partner |
[Signature Page to Terms and Conditions of the Warrants]
26
| CONTINENTAL GENERAL INSURANCE COMPANY | |
|---|---|
| By: | /s/ Hugh Malone |
| Name: | Hugh Malone |
| Title: | Managing Director, Investments |
[Signature Page to Terms and Conditions of the Warrants]
27
| ALTO OPPORTUNITY MASTER FUND, SPC – SEGREGATED MASTER PORTFOLIO B | |
|---|---|
| By: | /s/ Waqas Khatri |
| Name: | Waqas Khatri |
| Title: | Director |
[Signature Page to Terms and Conditions of the Warrants]
28
| FPS BPIFRANCE INNOVATION I, COMPARTIMENT LARGE VENTURE 2 | |
|---|---|
| Represented by: BPIFRANCE INVESTISSEMENT | |
| By: | /s/ Nicolas Berdou |
| Name: | Nicolas Berdou |
| Title: | Senior Investment Director |
[Signature Page to Terms and Conditions of the Warrants]
29
| PASQAL HOLDING SA | |
|---|---|
| By: | /s/ Wasiq Bokhari |
| Name: | Wasiq Bokhari |
| Title: | Chief Executive Officer |
[Signature Page to Terms and Conditions of the Warrants]
30
Annex 1
NOTICE OF EXERCISE
| To: | |
|---|---|
| Attn: | |
| Email: |
(1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the subscription price in full, together with all applicable transfer taxes, if any.
(2) Payment shall take the form of (check applicable box):
☐ in lawful money of the United States; or
☐ if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in Clause 2.3.3, to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in Clause 2.3.3.
(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:
If Book Issuance (DRS):
| Name: |
|---|
| Address: |
| --- |
| SSN/Tax ID |
| --- |
DWAC delivery:
The Warrant Shares shall be delivered to the following DWAC Account Number:
| Broker<br>Name/No: | ||
|---|---|---|
| DTC<br>Participant #: | ||
| Broker<br>Phone #: | ||
[(4) Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.]
[SIGNATURE OF HOLDER]
| Name<br>of Investing Entity:___________________________________________________________________ |
|---|
| Signature<br>of Authorized Signatory of Investing Entity:________________________________________________ |
| Name<br>of Authorized Signatory:_________________________________________________________________ |
| Title<br>of Authorized Signatory:___________________________________________________________________ |
| Date:_____________________________________________________________________________________ |
Annex 2
Subscription Form
PASQAL HOLDING SA
French société anonyme
Share capital: [●] euros
Registered office: 23, rue de Choiseul - 75002 Paris (France)
105 098 180 R.C.S. Paris
(the “Company”)
SUBSCRIPTION FORM
I, the undersigned, [●], acting in my capacity as legal representative of [name and corporate information of the warrant holder], holder of [●] ([●]) warrants (bons de souscription d’actions ordinaires) (the “BSAs”) issued and allocated pursuant to the resolutions of the shareholders of the Company [●] on [Date], and pursuant to the terms and conditions for the exercise of the BSAs dated [●]
hereby declares,
| - | exercise<br>[●] ([●]) warrants and thus subscribe to [●] ([●]) new ordinary shares,<br>and |
|---|---|
| - | pay<br>up my subscription, in cash and in full, i.e. the sum of [●] ([●]) corresponding<br>to the subscription of [●] ([●]) shares of [●] at a price of [●]<br>([●]) per new share subscribed. |
| --- | --- |
On [●]
[●]^1^
Représented by:
| 1 | Signature<br>preceded by the handwritten note: « Bon pour souscription à [●] ([●]) actions ordinaires nouvelles ». |
|---|
Annex 3
Assignment Form
(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)
FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to
| Name: | ||
|---|---|---|
| (Please<br>Print) | ||
| Address: | ||
| (Please<br>Print) | ||
| Phone<br>Number: | ||
| Email<br>Address: | ||
| Dated:<br>_______________ __, ______ | ||
| Holder’s<br>Signature: | ||
| Holder’s<br>Address: |
Exhibit 4.6(b)
| AVENANT N°1 | AMENDMENT NO. 1 |
|---|---|
| AU PROJET DE TRAITÉ DE FUSION- | TO THE DRAFT MERGER AND |
| ABSORPTION | ABSORPTION AGREEMENT |
| en date du 3 juillet 2026 | dated 3 July 2026 |
| entre | between |
| BLEICHROEDER ACQUISITION | BLEICHROEDER ACQUISITION |
| FRANCE MERGER SUB 2 | FRANCE MERGER SUB 2 |
| et | and |
| PASQAL HOLDING | PASQAL HOLDING |
| En date du 27 juillet 2026 | Dated 27 July 2026 |
| --- | --- |
| ENTRE LES SOUSSIGNÉES : | BETWEEN THE UNDERSIGNED: |
| BLEICHROEDER<br>ACQUISITION FRANCE MERGER SUB 2, société anonyme au capital social de 50 000 euros, dont le siège social<br>est situé au 23, rue de Choiseul, 75002 Paris, France, immatriculée au Registre du Commerce et des<br>Sociétés de Paris sous le numéro 105 098 180, représentée aux présentes par Michel Combes,<br>dûment habilité à cet effet, | BLEICHROEDER ACQUISITION FRANCE MERGER SUB 2*, a société<br>anonyme with a share capital of EUR 50,000, having its registered office at 23, rue de Choiseul, 75002 Paris, France, registered with<br>the Paris Trade and Companies Registry under number 105 098 180, represented herein by Michel Combes, duly authorised for the purposes<br>hereof,* |
| ci-après désignée la <<Société Absorbante >>, | hereinafter referred to as the “Absorbing<br>Company”, |
| D’une part, | Of the first part, |
| et | and |
| Pasqal Holding, société<br>par actions simplifiée au capital social de 867 887,40 euros, dont le siège social est situé au 24, rue Emile Baudot,<br>91120 Palaiseau, immatriculée au Registre du Commerce et des Sociétés d’Evry sous le numéro 101 390<br>649, représentée aux présentes par Wasiq Bokhari, dûment habilité à cet effet, | Pasqal Holding*, a société<br>par actions simplifiée with a share capital of EUR 867,887.40, having its registered office at 24, rue Emile Baudot, 91120 Palaiseau,<br>registered with the Evry Trade and Companies Registry under number 101 390 649, represented herein by Wasiq Bokhari, duly authorised<br>for the purposes hereof,* |
| ci-après désignée la << Société Absorbée >>, | hereinafter referred to as the “Absorbed Company”, |
| D’autre part, | Of the second part, |
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| La Société Absorbante et la Société<br>Absorbée étant ci-après désignées individuellement une << Partie >> et collectivement<br>les << Parties >>. | The Absorbing Company and the Absorbed<br>Company being hereinafter individually referred to as a “Party” and collectively as the “Parties”. |
|---|---|
| IL<br>A ÉTÉ PRÉALABLEMENT EXPOSÉ<br><br>CE QUI SUIT : | RECITALS: |
| (A) Les Parties ont conclu un projet de<br>traité de fusion-absorption en date du 3 juillet 2026 (le << Traité de Fusion >>), prévoyant<br>la fusion-absorption de la Société Absorbée par la Société Absorbante. | (A) The Parties entered into a draft<br>merger and absorption agreement dated 3 July 2026 (the “Merger Agreement”), providing for the merger and absorption<br>of the Absorbed Company by the Absorbing Company. |
| (B) L’article 10 du Traité de Fusion décrit<br>notamment l’autorisation donnée par l’associé unique de la Société Absorbée le 28<br>février 2026, déléguant au Président le pouvoir de procéder à une ou plusieurs augmentation(s)<br>de capital réservée(s) d’un montant nominal maximal de 11 769,20 euros, par émission de 117 692 actions<br>ordinaires au maximum dénommées << Actions C >>, chacune assortie d’un BSA Ratchet C. | (B) Article 10 of the Merger Agreement<br>describes, among other things, the authorisation given by the sole shareholder of the Absorbed Company on 28 February 2026, delegating<br>to the President the power to carry out one or more reserved share capital increase(s) up to a maximum nominal amount of EUR 11,769.20,<br>through the issuance of up to 117,692 ordinary shares labelled “Actions C” (the “C Shares”), each carrying<br>a BSA Ratchet C. |
| (C) Conformément à ladite délégation,<br>le Président de la Société Absorbée réalisera l’augmentation de capital réservée<br>courant du mois d’août 2026 (l’<< Augmentation de Capital Réservée »), entraînant<br>une modification du nombre d’actions composant le capital social de la Société Absorbée. | (C) Pursuant to such delegation,<br>the President of the Absorbed Company will complete the reserved share capital increase during the month of August 2026 (the “Reserved<br>Capital Increase”), resulting in a change in the number of shares comprising the share capital of the Absorbed Company. |
| (D) Par application de l’Augmentation de Capital Réservée,<br>le rapport d’échange visé à l’article 14.1 du Traité de Fusion doit être modifié. | (D) As a result of the Reserved Capital<br>Increase, the exchange ratio set out in Article 14.1 of the Merger Agreement must be amended. |
| (E) Conformément à l’article<br>18.6 du Traité de Fusion, toute modification du Traité de Fusion doit être effectuée par un accord<br>écrit valablement signé par l’ensemble des Parties. | (E) Pursuant to Article 18.6 of the Merger Agreement, any<br>amendment to the Merger Agreement must be made by a valid written agreement signed by all Parties. |
| Les Parties sont convenues de ce qui suit : | The Parties have agreed as follows: |
| ARTICLE 1 – DÉFINITIONS ET<br><br>INTERPRÉTATION | ARTICLE 1 – DEFINITIONS AND<br><br>INTERPRETATION |
| Les termes définis dans le Traité de Fusion et utilisés<br>dans le présent avenant (l’<< Avenant >>) ont la même signification que celle qui leur est attribuée dans le Traité<br>de Fusion, sauf définition différente dans le présent Avenant. | Capitalised terms used in this amendment (the “Amendment”) and not otherwise<br>defined<br><br>herein shall have the meanings ascribed<br>to them in the Merger Agreement. |
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| ARTICLE 2 – MODIFICATION DE<br><br>L’ARTICLE 14.1 DU TRAITÉ DE<br><br>FUSION | ARTICLE 2 – AMENDMENT TO<br><br>ARTICLE 14.1 OF THE<br><br>MERGER AGREEMENT |
|---|---|
| Par suite de la réalisation de l’Augmentation de Capital Réservée visée à l’article 10 du Traité de Fusion, les Parties conviennent de modifier l’article 14.1 du Traité de Fusion comme suit : | Further to the completion of the Reserved Capital Increase referred to in Article 10 of the Merger Agreement, the Parties agree to amend Article 14.1 of the Merger Agreement as follows: |
| L’article 14.1 du Traité de Fusion est modifié et remplacé dans son intégralité par les stipulations suivantes : | Article 14.1 of the Merger Agreement<br>is amended and restated in its entirety as follows: |
| « 14.1 Le rapport d’échange des Actions de la Société Absorbée contre des Actions de la Société Absorbante est d’environ vingt-deux virgule sept cent trente-six (22,736) Actions BLEICHROEDER ACQUISITION FRANCE MERGER SUB 2 pour une (1) Action Pasqal Holding (le « Rapport d’Échange »). » | “14.1 The ratio for the exchange of the Absorbed Company’s<br>Shares for the Absorbing Company’s Shares is approximately twenty-two Point seven three six (22.736) BLEICHROEDER<br>ACQUISITION FRANCE MERGER SUB 2 Shares for one (1) Pasqal Holding Share (the “Exchange Ratio”).” |
| ARTICLE 3 – CONSÉQUENCES<br><br>CORRÉLATIVES | ARTICLE 3 –<br>CONSEQUENTIAL<br><br>ADJUSTMENTS |
| Les Parties reconnaissent que les autres conséquences corrélatives de l’Augmentation de Capital Réservée sur les montants visés aux articles 14.2 et 14.3 du Traité de Fusion sont les suivantes : | The<br>Parties acknowledge that the other consequential adjustments resulting from the Reserved<br>Capital Increase to the amounts set out in Articles 14.2 and 14.3 of the Merger Agreement<br>are as follows: |
| (a) le nombre d’actions composant le capital social de la Société<br>Absorbante à l’issue de la Fusion s’élèvera à deux cent trente-huit millions trois cent trente-trois<br>mille trois cent trente-trois (238.333.333) actions ; et | (a) the number of shares comprising the share capital of the Absorbing<br>Company following the Merger shall amount to two hundred thirty-eight million three hundred thirty-three thousand three hundred thirty-three<br>(238,333,333) shares; and |
| (b) le capital social de la Société Absorbante s’élèvera<br>à un milliard quatre cent soixante-quatre millions cinq cent trois mille sept cent cinq euros et trente centimes (1.464 503.705,30<br>€). | (b) the share capital of the Absorbing Company shall amount to one billion<br>four hundred sixty-four million five hundred three thousand seven hundred five euros and thirty cents (EUR 1,464,503,705.30). |
| ARTICLE 4 – CONFIRMATION DES<br><br>AUTRES STIPULATIONS | ARTICLE 4 – CONFIRMATION OF<br><br>REMAINING PROVISIONS |
| Toutes les stipulations du Traité de Fusion qui ne sont pas<br>expressément modifiées par le présent Avenant demeurent en vigueur et de plein effet. En cas de contradiction entre<br>les stipulations du présent Avenant et celles du Traité de Fusion, les stipulations du présent Avenant prévaudront. | All provisions of the Merger Agreement that are not expressly amended by<br>this Amendment shall remain in full force and effect. In the event of any inconsistency between the provisions of this Amendment and those of the Merger Agreement, the provisions of this Amendment shall prevail. |
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| ARTICLE 5 – LANGUE | ARTICLE 5 – LANGUAGE | |
|---|---|---|
| Le présent Avenant est rédigé en langue française et en langue anglaise. En cas de divergence entre les deux versions, la version française prévaudra. | This Amendment is drawn up in the French language and in the English language. In the event of any discrepancy between the two versions, the French version shall prevail. | |
| ARTICLE<br>6 – DROIT APPLICABLE | ARTICLE<br>6 – GOVERNING LAW | |
| --- | --- | --- |
| Le présent<br>Avenant est soumis au droit français. | This Amendment<br>shall be governed by French law. | |
| ARTICLE 7 – SIGNATURE<br><br>ÉLECTRONIQUE | ARTICLE 7 – ELECTRONIC<br><br>SIGNATURE | |
| --- | --- | |
| Le présent Avenant est signé par voie électronique conformément aux dispositions du règlement (UE) n° 910/2014 du 23 juillet 2014 (eIDAS) et des articles 1366 et 1367 du Code civil. Les Parties reconnaissent que la signature électronique a la même valeur juridique qu’une signature manuscrite. | This Amendment is signed electronically in accordance with Regulation (EU) No 910/2014 of 23 July 2014 (eIDAS) and Articles 1366 and 1367 of the French Civil Code. The Parties acknowledge that the electronic signature has the same legal value as a handwritten signature. | |
| Fait par voie de signature électronique, le 27 juillet 2026. | Executed by way of electronic signature, on 27 July 2026. | |
| * * * | * * * | |
| BLEICHROEDER<br>ACQUISITION FRANCE MERGER SUB 2 | PASQAL<br>HOLDING | |
| --- | --- | --- |
| Représentée<br>par / Represented by: | Représentée<br>par / Represented by: | |
| /s/<br>Michel Combes | /s/<br>Wasiq Bokhari | |
| Michel<br>Combes | Wasiq<br>Bokhari |
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Exhibit 4.8
Annex E
COMPANY SUPPORT AGREEMENT
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 Company (the “Business Combination Agreement”), in the form attached as Exhibit B.
WHEREAS, the Business Combination Agreement provides that, among other things, following the Reincorporation Merger, Parent Surviving Corporation, acting as absorbing company (société absorbante) and the Company, acting as absorbed company (société absorbée) will enter into a Draft Merger Agreement (projet de traité de fusion) (the “Merger Agreement”), which provides, among other things, that, upon the terms and subject to the conditions thereof, the Company will be absorbed by Parent Surviving Corporation by way of a merger by absorption (fusion-absorption) in accordance the laws of the Republic of France with Parent Surviving Corporation surviving the Merger (the “Surviving Corporation”);
WHEREAS, as of the date hereof, each Supporting Shareholder owns of record (inscrit sur le registre des mouvements de titres) the number of Company Shares as set forth opposite such Supporting Shareholder’s name on Exhibit A hereto (all such Company Shares and any Company Shares and any other equity securities of the Company and any all other shares of the Company issued or issuable to such Supporting Shareholder or acquired thereby of which ownership of record or the power to vote is hereafter acquired by such Supporting Shareholder prior to the termination of this Agreement being referred to herein as the “Shares”); and
WHEREAS, in order to induce Parent and Parent Merger Sub to enter into the Business Combination Agreement, the Supporting Shareholders are executing and delivering this Agreement to Parent and Parent Merger Sub.
NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and intending to be legally bound hereby, the parties hereby agree as follows:
Agreement to Vote. Subject to the earlier termination of this Agreement in accordance with Section 6, each Supporting Shareholder, severally and not jointly, hereby agrees to (A) be present (in person, or by proxy, through video-conference or any other means allowed by the Company’s by-laws) at any meeting of the Shareholders or participate in any action by written consent of the Shareholders so that all Shares held by such Supporting Shareholder are counted for purposes of determining the presence of a quorum at such meeting, and (B) vote, or cause to be voted, at any meeting of the Shareholders, and in any action by written consent of the Shareholders (which written consent shall be delivered promptly after the Registration Statement / Proxy Statement has been declared effective, if applicable), all of such Shares held by such Supporting Shareholder entitled to vote at such time, (i) in favor of the approval and adoption of the Business Combination Agreement, Merger Agreement, Additional Agreements and the approval of the Merger and the other Transactions and (ii) in opposition to: (A) any proposals (x) for an Alternative Transaction, (y) any merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company (other than the Transactions); or (z) any actions which are in competition with or materially inconsistent with the transactions contemplated by the Business Combination Agreement; (B) other than as contemplated by the Business Combination Agreement, any material change in (x) the present capitalization of the Company or any amendment of the Company’s Organizational Documents or (y) the Company’s corporate structure or business; and (C) any other action or proposal involving Company that would reasonably be expected to prevent, impede, interfere with, delay, postpone or adversely affect in any material respect the transactions contemplated by the Business Combination Agreement or would reasonably be expected to (i) impede, frustrate, prevent or nullify any provision of this Agreement, the Business Combination Agreement or any Additional Agreement, (ii) result in a breach in any material respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Business Combination Agreement or any Additional Agreement, or (iii) result in any of the conditions in respect of obligations of Company set forth in Article IX of the Business Combination Agreement not being fulfilled.
Waiver Under Certain Agreements. Each Supporting Shareholder, by this Agreement, with respect to his, her or its Shares, severally and not jointly, hereby agrees that it waives, to the extent applicable to such Supporting Shareholder, (i) any rights under any agreement providing for redemption rights, put rights, purchase rights, preemptive rights, rights of first refusal, rights of first offer or other similar rights, in each case that would be triggered by virtue of consummation of the Transactions, including, without limitation, the Merger, and (ii) subject to the occurrence of, and effective immediately prior to, the Merger Effective Time, any information rights, rights to consult with and advise management, inspection rights, Company Board observer rights or rights to receive information delivered to the Company Board, but excluding, for the avoidance of doubt, any rights such Supporting Shareholder may have that relate to any indemnification, commercial or employment agreements or arrangements between such Supporting Shareholder and the Company or any Subsidiary, which will survive in accordance with their terms. For the avoidance of doubt, the foregoing waiver does not affect the rights of creditors of either Parent Surviving Corporation or the Company under the French Commercial Code (Code de commerce) relating to the statutory creditor opposition period (délai d’opposition des créanciers).”
Transfer of Shares. Each Supporting Shareholder, severally and not jointly, agrees that it will not, directly or indirectly, (a) sell, assign, transfer (including by operation of law), lien, pledge, dispose of or otherwise encumber any of the Shares or otherwise agree to do any of the foregoing, except for a sale, assignment or transfer pursuant to the Business Combination Agreement or to another Supporting Shareholder that is a party to this Agreement and bound by the terms and obligations hereof, (b) deposit any Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement or (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any Shares; provided, that, the foregoing will not prohibit the transfer of the Shares by a Supporting Shareholder to an Affiliate of such Supporting Shareholder or, if the Supporting Shareholder is an individual, to any member of the Supporting Shareholder’s immediate family or to a trust solely for the benefit of the Supporting Shareholder or any member of the Supporting Shareholder’s immediate family, but only if such Affiliate, family member or trust executes this Agreement or a joinder agreeing to become a party to this Agreement prior to such transfer. Any attempted transfer of Shares or any interest therein in violation of this Section 3 shall be null and void. Notwithstanding the foregoing, a Supporting Shareholder may sell, assign, or transfer any of its Shares to a third party (such third party, a “Permitted Transferee”) prior to the Closing if, and only if, (i) such sale, assignment, or transfer has been consented to in writing by each of the board of directors of Parent and the board of directors of the Company, and (ii) such Permitted Transferee, prior to or concurrently with such sale, assignment, or transfer, executes and delivers a signature page or joinder agreement (as applicable) to this Agreement and any Additional Agreement to which the transferring Supporting Shareholder is party (or will be a party at Closing in accordance with the Business Combination Agreement), in each case, with the same force and effect as if such Permitted Transferee was originally a party thereto as such Supporting Shareholder.
No Solicitation of Transactions. Each Supporting Shareholder, severally and not jointly, agrees not to directly or indirectly, through any Representative or otherwise, (i) encourage, solicit, initiate, engage or participate in negotiations with any Person concerning, or make any offers or proposals related to, any Alternative Transaction, (ii) take any other action intended or knowingly designed to facilitate the efforts of any Person relating to a possible Alternative Transaction, (iii) enter into, engage in or continue any discussions or negotiations with respect to an Alternative Transaction with, or provide any non-public information, data or access to employees to, any Person that has made, or that is considering making, a proposal with respect to an Alternative Transaction or (iv) approve, recommend or enter into any Alternative Transaction or any Contract related to any Alternative Transaction. Each Supporting Shareholder will, and will cause each of its Representatives to, immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Person (other than a Parent Party) relating to any Alternative Transaction. Each Supporting Shareholder may respond to any unsolicited proposal regarding an Alternative Transaction by indicating that the Company is subject to an exclusivity agreement and such Supporting Shareholder is unable to provide any information related to the Company or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Transaction for as long as the Business Combination Agreement remains in effect.
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Notwithstanding anything in this Agreement to the contrary, (i) no Supporting Shareholder will be responsible for the actions of the Company or the Company Board (or any committee thereof) or any officers, directors, employees and professional advisors (each in their capacity as such) of the Company (the “Company Related Parties”), with respect to any of the matters contemplated by this Section 4, (ii) no Supporting Shareholder makes any representations or warranties with respect to the actions of any of the Company Related Parties with respect to any of the matters contemplated by this Section 4, and (iii) any breach by the Company of its obligations under Section 6.2 of the Business Combination Agreement will not be considered a breach of this Section 4 (it being understood for the avoidance of doubt that each Supporting Shareholder will remain responsible for any breach by it or its Representatives of this Section 4).
- Representations and Warranties. Each Supporting Shareholder, severally and not jointly, represents and warrants to Parent as follows:
(a) The execution, delivery and performance by such Supporting Shareholder of this Agreement and the consummation by such Supporting Shareholder of the transactions contemplated hereby do not and will not (i) conflict with or violate any United States or non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order applicable to such Supporting Shareholder, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any Person, (iii) result in the creation of any encumbrance on any Shares (other than under this Agreement, the Business Combination Agreement and the agreements contemplated by the Business Combination Agreement, including the Additional Agreements), or (iv) conflict with or result in a breach of or constitute a default under any provision of such Supporting Shareholder’s Organizational Documents, except in the case of clauses (i), (ii) and (iv) above, as would not reasonably be expected to prevent or materially delay the consummation of the Transactions or that would reasonably be expected to prevent such Supporting Shareholder from fulfilling its obligations under this Agreement.
(b) As of the date of this Agreement, such Supporting Shareholder owns exclusively of record (inscrit sur le registre des mouvements de titres) and has good and valid title to the Shares set forth opposite such Supporting Shareholder’s name on Exhibit A free and clear of any security interest, lien, claim, pledge, proxy, option, right of first refusal, agreement, voting restriction, limitation on disposition, charge, adverse claim of ownership or use or other encumbrance of any kind, other than pursuant to (i) this Agreement, (ii) applicable securities laws and (iii) the Company’s Organizational Documents, and as of the date of this Agreement, such Supporting Shareholder has the sole power (as currently in effect) to vote and right, power and authority to sell, transfer and deliver such Shares, and such Supporting Shareholder does not own, directly or indirectly, any other Shares.
(c) Such Supporting Shareholder has the power, authority and capacity to execute, deliver and perform this Agreement and this Agreement has been duly authorized, executed and delivered by such Supporting Shareholder.
(d) As of the date hereof, there is no Action pending against, or, to the knowledge of such Supporting Shareholder after reasonable inquiry, threatened against such Supporting Shareholder that would reasonably be expected to materially impair the ability of such Supporting Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby.
(e) Such Supporting Shareholder has read this Agreement, had the opportunity to consult legal counsel prior to entering into this Agreement, and fully and completely understands this Agreement.
(f) Such Supporting Shareholder understands and acknowledges that Parent and Parent Merger Sub are relying upon the Supporting Shareholder’s execution, delivery and performance of this Agreement and upon the representations and warranties and covenants of the Supporting Shareholder contained in this Agreement.
(g) No agent, broker, investment banker, finder or other intermediary is or will be entitled to any fee or commission or reimbursement of expenses from Parent, Parent Merger Sub or the Company or any of their respective Affiliates in respect of this Agreement based upon any arrangement or agreement made by or on behalf of such Supporting Shareholder.
(h) Except for the representations and warranties made by the Supporting Shareholder in this Section 5, or as may be set forth in any Additional Agreements, neither the Supporting Shareholder nor any other Person makes any express or implied representation or warranty to Parent in connection with this Agreement or the transactions contemplated by this Agreement, and the Supporting Shareholder expressly disclaims any such other representations or warranties.
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Termination. This Agreement and the obligations of the Supporting Shareholders under this Agreement will automatically terminate upon the earliest of (a) the Closing; (b) the termination of the Business Combination Agreement in accordance with its terms and (c) the effective date of a written agreement of the parties hereto terminating this Agreement. Upon termination of this Agreement, neither party will have any further obligations or liabilities under this Agreement; provided, that, nothing in this Section 6 will relieve any party of liability for any willful material breach of this Agreement or any Fraud Claim against such party occurring prior to termination. The representations and warranties contained in this Agreement and in any certificate or other writing delivered pursuant hereto will not survive the Closing or the termination of this Agreement.
Miscellaneous.
(a) From time to time and without additional consideration, each Supporting Shareholder will execute and deliver, or cause to be executed and delivered, such additional transfers, assignments, endorsements, proxies, consents and other instruments, and will take such further actions as Parent may reasonably request for the purpose of carrying out and furthering the intent of this Agreement. Without limiting the foregoing, in accordance with the terms and conditions set forth in the Business Combination Agreement, each Supporting Shareholder will execute and deliver (i) the Registration Rights Agreement, the Lock-Up Agreement and (ii) any documents, agreements, certificates or other instruments requested by the Company and required to effectuate and/or document any Transactions contemplated by the Business Combination Agreement.
(b) Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
(c) All notices, requests, demands, and other communications under this Agreement will be in writing and will be deemed to have been duly given or made (a) if sent by registered or certified mail in the United States return receipt requested, upon receipt, (b) if sent designated for overnight delivery by an internationally recognized overnight air courier (such as DHL or Federal Express), two Business Days after dispatch from any location in the United States, (c) if sent by e-mail transmission before 5:00 p.m. Pacific Time on a Business Day, when transmitted and receipt is confirmed, (d) if sent by e-mail transmission on a day other than a Business Day or after 5:00 p.m. Pacific Time on a Business Day and receipt is confirmed, on the following Business Day, and (e) if otherwise actually personally delivered, when delivered; provided that such notices, requests, demands, and other communications are delivered to the address set forth below, or to such other address as any party will provide by like notice to the other parties to this Agreement.
if to the Company (following the Closing), to:
Pasqal Holding SAS
Attention: Wasiq Bokhari; Loïc Henriet
Email: [email protected]; [email protected];
with a copy to (which will not constitute notice):
Attention: Marsha Mogilevich; Yves Lepage; Olivier Jouffroy; Albert Vanderlaan
Email: [email protected]; [email protected]; [email protected];
if to any Parent Party:
Bleichroeder Acquisition Corp II
1345 Avenue of the Americas, Fl 47
New York, NY 10105
Attention: Robert Folino
Email: [email protected]
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with a copy to (which will not constitute notice):
Reed Smith LLP
2850 N. Harwood Street, Suite 1500
Dallas, TX 75201
Attention: Lynwood E. Reinhardt Jr., Esq.
Jocelyne E. Kelly
Email: [email protected]
(d) If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement will nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
(e) This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter hereof. This Agreement will not be assigned (whether pursuant to a merger, by operation of law or otherwise), by any party hereto without the prior express written consent of the other parties hereto.
(f) This Agreement will be binding upon and inure solely to the benefit of each party hereto (and each party’s permitted assigns), and nothing in this Agreement, express or implied, is intended to or will confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. No Supporting Shareholder will be liable for the breach by any other Supporting Shareholder of this Agreement.
(g) This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing signed by each of the parties hereto.
(h) The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties hereto will be entitled, to the fullest extent permitted by applicable law, to specific performance of the terms hereof, in addition to any other remedy at law or in equity.
(i) This Agreement, including any claims or causes of action (whether in contract, tort, or statute) that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution, or performance thereof or the Transactions, will be governed by and construed and enforced in accordance with the Laws of the State of Delaware, without giving effect to any choice or conflict of Law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware, provided, however, that notwithstanding the foregoing, the Merger, as a fusion-absorption governed by French law, and all matters relating to the corporate formalities, effectiveness and legal consequences of the Merger under French law, including the transfer of assets and liabilities of the Company to the Surviving Corporation by universal succession (transmission universelle de patrimoine), shall be governed by and construed in accordance with the laws of the Republic of France. In the event of any dispute arising out of or in connection with this Agreement, or any matters described or contemplated in this Agreement, the Parties agree that any Party may elect to first refer such dispute to non-binding mediation under the ICC Mediation Rules. In the event that either (i) such dispute has not been settled pursuant to the ICC Mediation Rules within 30 days following the filing of a request for mediation by any Party or within such other period as the Parties may agree in writing, or (ii) if the Party bringing such dispute elects to forego mediation, then a Party may refer such dispute exclusively to the International Chamber of Commerce (the “ICC”) and such dispute will thereafter be finally adjudicated under the Rules of Arbitration of the ICC (the “ICC Rules”) by one arbitrator (A) appointed in accordance with the ICC Rules, and (B) in any case having substantial experience adjudicating and arbitrating disputes among parties relating to mergers and acquisitions in the State of Delaware under and in accordance with the internal laws of the State of Delaware. The venue and seat of arbitration will be Paris, France. The language to be used in the arbitral proceedings will be English. The arbitration proceedings will be confidential. The arbitrators will have the authority to issue or order injunctions, specific performance and other equitable remedies.
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(j) This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other electronic transmission, including by e-mail attachment, will be effective as delivery of a manually executed counterpart of this Agreement.
(k) Each Supporting Shareholder hereby authorizes the Company and Parent to publish and disclose in any announcement or disclosure required by the SEC, applicable law, or any stock exchange such Supporting Shareholder’s identity and ownership of Shares and the nature of such Supporting Shareholder’s obligations under this Agreement; provided, that, prior to any such publication or disclosure, the Company and Parent have provided such Supporting Shareholder with an opportunity to review and comment upon such announcement or disclosure, which comments the Company and Parent will consider in good faith. Each Supporting Shareholder will promptly provide any information reasonably requested by Parent or the Company for any regulatory application or filing made or approval sought in connection with the Transaction (including filings with the SEC).
(l) At the reasonable request of Parent, in the case of any Supporting Shareholder, or at the reasonable request of the Supporting Shareholders, in the case of Parent, and without further consideration, each party will execute and deliver or cause to be executed and delivered such additional documents and instruments and take such further action as may be reasonably necessary to consummate the transactions contemplated hereby.
(m) This Agreement will not be effective or binding upon any Supporting Shareholder until after such time as the Business Combination Agreement is executed and delivered by the Company, Parent, and Parent Merger Sub.
(n) Notwithstanding anything herein to the contrary, each Supporting Shareholder signs this Agreement solely in such Supporting Shareholder’s capacity as a Shareholder, and not in any other capacity and, if applicable, this Agreement will not limit or otherwise affect the actions of any affiliate, employee or designee of such Supporting Shareholder or any of its affiliates in his or her capacity as an officer or director of the Company.
(o) EACH PARTY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, AND ENFORCEMENT OF THIS AGREEMENT AND THEREOF. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATION OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION**.**
[Signature Pages Follow]
6
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| Pasqal Holding SAS | ||
|---|---|---|
| By: | /s/ Wasiq Bokhari | |
| Name: | Wasiq Bokhari | |
| Title: | President |
[Signature page to Company Support Agreement]
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| FPS Bpifrance Innovation I, Compartiment B Large Venture 2 | ||
|---|---|---|
| By: | /s/ Mailys Ferrere | |
| Name: | Mailys Ferrere | |
| Title: | Authorized Signatory | |
| Address and email address for purposes of Section 7(b): | ||
| --- | ||
| [***] |
[Signature page to Company Support Agreement]
8
| Franklin Investments Pte. Ltd (Temasek) | ||
|---|---|---|
| By: | /s/ Russel Tham | |
| Name: | Russell Tham | |
| Title: | Authorized Signatory | |
| Address and email address for purposes of Section 7(b): | ||
| --- | ||
| [***] |
[Signature page to Company Support Agreement]
9
| Runa Capital Fund III, LP | ||
|---|---|---|
| By: | /s/ Gary Carr | |
| Name: | Gary Carr | |
| Title: | Authorized Signatory | |
| Address and email address for purposes of Section 7(b): | ||
| --- | ||
| [***] |
[Signature page to Company Support Agreement]
10
| INVESTIQO | ||
|---|---|---|
| By: | /s/ Christophe Jurczak | |
| Name: | Christophe Jurczak | |
| Title: | Authorized Signatory | |
| Address and email address for purposes of Section 7(b): | ||
| --- | ||
| [***] |
[Signature page to Company Support Agreement]
11
| QUANTONATION 1 | ||
|---|---|---|
| By: | /s/ Olivier Tonneau | |
| Name: | Olivier Tonneau | |
| Title: | Authorized Signatory | |
| Address and email address for purposes of Section 7(b): | ||
| --- | ||
| [***] |
[Signature page to Company Support Agreement]
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| Quantonation Co-Investment SPV I, LLC | ||
|---|---|---|
| By: | /s/ Olivier Tonneau | |
| Name: | Olivier Tonneau | |
| Title: | Authorized Signatory | |
| Address and email address for purposes of Section 7(b): | ||
| --- | ||
| [***] |
[Signature page to Company Support Agreement]
13
| FPCI Quantonation Co-Investment SPV II, LLC | ||
|---|---|---|
| By: | /s/ Olivier Tonneau | |
| Name: | Olivier Tonneau | |
| Title: | Authorized Signatory | |
| Address and email address for purposes of Section 7(b): | ||
| --- | ||
| [***] |
[Signature page to Company Support Agreement]
14
| Rosa Investments Pte. Ltd. | ||
|---|---|---|
| By: | /s/ Russel Tham | |
| Name: | Russel Tham | |
| Title: | Authorized Signatory | |
| Address and email address for purposes of Section 7(b): | ||
| --- | ||
| [***] |
[Signature page to Company Support Agreement]
15
| Georges-Olivier Reymond | ||
|---|---|---|
| By: | /s/ Georges-Olivier Reymond | |
| Name: | Georges-Olivier Reymond | |
| Address and email address for purposes of Section 7(b): | ||
| --- | ||
| [***] |
[Signature page to Company Support Agreement]
16
| Antoine Browaeys | ||
|---|---|---|
| By: | /s/ Antoine Browaeys | |
| Name: | Antoine Browaeys | |
| Address and email address for purposes of Section 7(b): | ||
| --- | ||
| [***] |
[Signature page to Company Support Agreement]
17
| EIC Fund | ||
|---|---|---|
| By: | /s/ Alain Delobbe | |
| Name: | Alain Delobbe | |
| Title: | Authorized Signatory | |
| Address and email address for purposes of Section 7(b): | ||
| --- | ||
| [***] | ||
| By: | /s/ Vivek Belani | |
| --- | --- | --- |
| Name: | Vivek Belani | |
| Title: | Authorized Signatory | |
| Address and email address for purposes of Section 7(b): | ||
| --- | ||
| [***] |
[Signature page to Company Support Agreement]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| Bleichroeder Acquisition Corp. II | ||
|---|---|---|
| By: | /s/ Andrew Gundlach | |
| Name: | Andrew Gundlach | |
| Title: | Chief Executive Officer |
[Signature page to Company Support Agreement]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| Bleichroeder Acquisition France 2 | ||
|---|---|---|
| By: | /s/ Michel Combes | |
| Name: | Michel Combes | |
| Title: | President |
[Signature page to Company Support Agreement]
20
Exhibit A
List of Supporting Shareholders
| Name of Supporting Shareholder | Number of Shares of Company Shares Owned |
|---|---|
| [***] | [***] |
21
Exhibit B
Business Combination Agreement
22
Exhibit 4.10
Execution Version
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
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.”
RECITALS
WHEREAS, Pasqal Holding SAS, a société par actions simplifiée formed under the laws of the Republic of France (the “Company”) has entered into that certain Agreement and Plan of Merger, dated as of February 28, 2026 (as it may be amended, restated or otherwise modified from time to time in accordance with the terms of such agreement, the “Business Combination Agreement”), by and among the Company, Bleichroeder Acquisition Corp. II, a Cayman Islands exempted company (“Parent”), and Bleichroeder Acquisition France Merger Sub 2, a société anonyme formed under the laws of the Republic of France and subsidiary of Parent (“Parent Merger Sub”), in connection with the business combination set forth in the Business Combination Agreement;
WHEREAS, pursuant to the Business Combination Agreement, (a) Parent merged with and into Parent Merger Sub (the “Reincorporation Merger”), with Parent Merger Sub continuing as the surviving entity (the “Parent Surviving Corporation”), and (b) following the Reincorporation Merger, the Company merged with and into the Parent Surviving Corporation, with the Parent Surviving Corporation surviving such merger and continuing as PubCo, the surviving public entity (the “Merger”);
WHEREAS, in connection with the Merger and pursuant to the Business Combination Agreement, the shareholders of the Company will receive PubCo Shares (as defined herein);
WHEREAS, Parent, Sponsor and certain other Parent Shareholders (as such term is defined in the Business Combination Agreement) (the “Existing Holders”) are party to that certain Registration Rights Agreement, dated as of January 7, 2026 (the “Original RRA”);
WHEREAS, in connection with the Closing (as defined herein), PubCo, PubCo’s directors and executive officers and certain shareholders of PubCo, including the Sponsor, will enter into Lock-Up Agreements (each a “Lock-Up Agreement” and, collectively, the “Lock-Up Agreements”) in connection with the Merger;
WHEREAS, pursuant to Section 5.5 of the Original RRA, any of the terms of the Original RRA may be amended with the written consent of Parent and Existing Holders holding a majority in interest of the Registrable Securities (as defined herein) at the time in question (which majority interest must include Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”), if such amendment or modification affects in any way the rights of CCM thereunder) (the “Requisite Holders”);
WHEREAS, in connection with the execution of this A&R Registration Rights Agreement, Parent and the Requisite Holders desire to amend and restate the Original RRA and as set forth in this A&R Registration Rights Agreement; and
WHEREAS, the Parties desire to set forth their agreement with respect to registration rights and certain other matters, in each case in accordance with the terms and conditions of this A&R Registration Rights Agreement.
NOW, THEREFORE, in consideration of the representations, mutual covenants and agreements contained in this A&R Registration Rights Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:
Article 1
DEFINITIONS
Section 1.1 Definitions. As used in this A&R Registration Rights Agreement, the following terms shall have the following meanings:
“Action” means any action, suit, charge, litigation, arbitration, or other proceeding at law or in equity (whether civil, criminal or administrative) by or before any Governmental Entity.
“Adverse Disclosure” means any public disclosure of material non-public information, which disclosure, in the good faith determination of the Chief Executive Officer, Chief Financial Officer, any other principal executive officer of PubCo or the Board, after consultation with counsel to PubCo, (a) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any Prospectus and any preliminary Prospectus, in the light of the circumstances under which they were made) not misleading, (b) would only be required at that time because the Registration Statement is being filed, declared effective or used, as the case may be and (c) PubCo has (i) a bona fide business purpose for not making such information public or (ii) determined the premature disclosure of such information would materially adversely affect the Company.
“Affiliate” of any particular Person means any other Person controlling, controlled by or under common control with such Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, its capacity as a sole or managing member or otherwise; provided, that no Party shall be deemed an Affiliate of PubCo or any of its subsidiaries for purposes of this A&R Registration Rights Agreement.
“Automatic Shelf Registration Statement” has the meaning set forth in Rule 405 promulgated by the SEC pursuant to the Securities Act.
“Beneficially Own” has the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.
“Board” means the board of directors of PubCo.
“Business Combination Agreement” has the meaning set forth in the Recitals.
“Business Day” means any day except a Saturday, a Sunday or any other day on which commercial banks are required or authorized to close in the State of New York or Paris, France.
“Chief Executive Officer” means the chief executive officer (directeur général) of Pubco.
“Chief Financial Officer” means the chief financial officer (directeur financier) of Pubco.
“Closing” has the meaning given to such term in the Business Combination Agreement.
“Closing Date” has the meaning given to such term in the Business Combination Agreement.
“Company” has the meaning set forth in the Recitals.
“Company Shareholders” means each undersigned party not identified as an “Insider” or “Sponsor” on the signature pages or Joinders attached hereto.
“Convertible Bonds” means the senior unsecured convertible bonds convertible into PubCo Shares issued pursuant to the Securities Purchase Agreement.
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“Demand Delay” has the meaning set forth in Section 2.2(a)(ii).
“Demand Initiating Holders” has the meaning set forth in Section 2.2(a).
“Demand Registration” has the meaning set forth in Section 2.2(a).
“Effective Date” has the meaning set forth in Section 1.3.
“Effectiveness Period” has the meaning set forth in Section 2.5(a).
“Eligible Demand Participation Holders” means any Holder or group of Holders, that together elects to dispose of Registrable Securities having an aggregate value of at least $25,000,000, at the time of the demand for registration, solely with respect to Registrable Securities that have been released from the Lock-Up restrictions under the Lock-Up Agreements.
“Eligible Take-Down Holders” means each Holder, solely with respect to Registrable Securities that have been released from the Lock-Up restrictions under the Lock-Up Agreements.
“Equity Securities” means, with respect to any Person, all of the shares of capital stock or equity of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock or equity of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock or equity of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares or equity (or such other interests), restricted stock awards, restricted stock units, equity appreciation rights, phantom equity rights, profit participation and all of the other ownership or profit interests of such Person (including partnership or member interests therein), whether voting or nonvoting.
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor thereto, as the same shall be in effect from time to time.
“FINRA” means the Financial Industry Regulatory Authority, Inc.
“Governmental Entity” means any nation or government, any state, province or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any court, arbitrator (public or private) or other body or administrative, regulatory or quasi-judicial authority, agency, department, board, commission or instrumentality of any federal, state, local or foreign jurisdiction.
“Holder” means any holder of Registrable Securities who is a Party to, or who succeeds to rights under, this A&R Registration Rights Agreement pursuant to Section 3.1.
“Insiders” means each undersigned party identified as an “Insider” on the signature pages attached hereto.
“Investment Warrant” means the warrants of PubCo to purchase a number of PubCo Shares equal to 125% of the total number of PubCo Shares into which the Convertible Bonds are initially convertible at the Closing, each exercisable at an initial exercise price of $12.00 per share.
“Investment Securities” means the Convertible Bonds and the Investment Warrants, collectively, held by the Investors.
“Investors” means the accredited investors party to the Securities Purchase Agreement.
“Laws” means all laws, acts, statutes, constitutions, treaties, ordinances, codes, rules, regulations, and rulings of a Governmental Entity, including common law. All references to “Laws” shall be deemed to include any amendments thereto, and any successor Law, unless the context otherwise requires.
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“Lock-Up Period” shall have the meaning set forth in the Lock-Up Agreements.
“Marketed” means an Underwritten Shelf Take-Down or other Underwritten Offering, as applicable, that involves (i) the use or involvement of a customary “road show” (including an “electronic road show”) or (ii) other substantial marketing effort by Underwriters over a period of at least 48 hours.
“Merger” has the meaning set forth in the Recitals.
“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus, in the light of the circumstances under which they were made, not misleading.
“Non-Marketed” means an Underwritten Shelf Take-Down that is not a Marketed Underwritten Shelf Take-Down.
“Non-Marketed Underwritten Shelf Take-Down Selling Holders” has the meaning set forth in Section 2.1(d)(iv)(B).
“Original RRA” has the meaning set forth in the Recitals.
“Party” has the meaning set forth in the Preamble.
“Permitted Transferee” shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities, including (i) prior to the expiration of the Lock-Up Period, any person or entity to whom a Holder of Registrable Securities is permitted to Transfer such Registrable Securities pursuant to such Holder’s Lock-Up Agreement, and (ii) after the expiration of the Lock-Up Period, subject to and in accordance with any other applicable agreement between such Holder and PubCo, and the Company and any Permitted Transferee thereafter.
“Person” means any natural person, sole proprietorship, partnership, trust, unincorporated association, corporation, limited liability company, entity or Governmental Entity.
“Prospectus” means the prospectus included in any Registration Statement, all amendments (including post-effective amendments) and supplements to such prospectus, and all material incorporated by reference in such prospectus.
“PubCo” has the meaning set forth in the Preamble.
“PubCo Shares” means the ordinary shares, par value €0.02 per share, of PubCo, including any such ordinary shares issuable upon the exercise of any warrant or other right to acquire such ordinary shares.
“Reincorporation Merger” has the meaning set forth in the Recitals.
“Registrable Securities” means (i) any PubCo Shares and Warrants Beneficially Owned by a Holder as of immediately following the Closing (including the PubCo Shares issued or issuable upon the exercise of the Warrants) , (ii) any PubCo Shares issuable upon conversion of any Convertible Bonds, including without limitation, PubCo Shares issuable in respect of any accrued and unpaid payment-in-kind (“PIK”) interest thereon (it being agreed that for purposes of determining the number of PubCo Shares issuable upon conversion of such Convertible Bonds and related PIK interest, such calculation shall include PIK interest that would accrue for a period of at least three (3) years from the Closing Date), and (iii) any Equity Securities of PubCo that may be issued or distributed or be issuable with respect to the securities referred to in clause (i) by way of conversion, dividend, share sub-divisions, share capitalizations, or other distribution, merger, consolidation, exchange, recapitalization or reclassification or similar transaction, in each case Beneficially Owned by a Holder as of immediately following the Closing; provided, however, that any such Registrable Securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such Registrable Securities has become effective under the Securities Act and such Registrable Securities have been sold, Transferred, disposed of or exchanged in accordance with the plan of distribution set forth in such Registration Statement; (b) such Registrable Securities shall have ceased to be outstanding; (c) such Registrable Securities have been sold to, or through, a broker, dealer or Underwriter in a public distribution or other public securities transaction; (d) such Registrable Securities shall have been otherwise Transferred by a Holder, a new certificate or book-entry for such security not bearing a legend restricting further Transfer shall have been delivered by PubCo and subsequent public distribution of such security shall not require registration under the Securities Act; or (e) such Registrable Securities are eligible for resale without registration pursuant to Rule 144 under the Securities Act (or any successor rule promulgated thereafter by the SEC) without volume or manner-of-sale restrictions and without the requirement for PubCo to be in compliance with the current public information required by Rule 144(i)(2) under the Securities Act.
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“Registration” means a registration, including any related Shelf Take-Down, effected by preparing and filing a registration statement, prospectus or similar document in compliance with the requirements of the Securities Act, and such registration statement becoming effective.
“Registration Expenses” means the out-of-pocket expenses of a Registration or other Transfer pursuant to the terms of this A&R Registration Rights Agreement, including (a) all SEC, stock exchange and FINRA registration and filing fees (including, if applicable, the fees and expenses of any “qualified independent underwriter,” as such term is defined in Rule 5121 of FINRA (or any successor provision), and of its counsel), (b) all fees and expenses of complying with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of the Registrable Securities), (c) all printing, messenger and delivery expenses, (d) the reasonable fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange and all rating agency fees, (e) the reasonable fees and disbursements of counsel for PubCo and of its independent public accountants, including the expenses of any special audits and/or comfort letters required by or incident to such performance and compliance, (f) the reasonable and documented fees and out-of-pocket expenses of one counsel for all of the Holders participating in an Underwritten Offering, selected by such Holders that own a majority of the Registrable Securities participating in such Registration or other Transfer; provided, however, that such reimbursable fees and expenses of counsel shall not exceed $50,000, per Registration and (g) any other reasonable and documented fees and distributions customarily paid by the issuers of securities.
“Registration Statement” means any registration statement that covers the Registrable Securities pursuant to the provisions of this A&R Registration Rights Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.
“Representatives” means, with respect to any Person, any of such Person’s officers, directors, employees, agents, attorneys, accountants, actuaries, consultants, equity financing partners or financial advisors or other Person acting on behalf of such Person.
“SEC” means the U.S. Securities and Exchange Commission.
“Securities Act” means the Securities Act of 1933, as amended, and any successor thereto, as the same shall be in effect from time to time.
“Securities Purchase Agreement” means that certain securities purchase agreement dated as of March 4, 2026 (as it may be amended, restated or otherwise modified from time to time in accordance with the terms of such agreement), by and among Parent, Parent Merger Sub (as assignee of Bleichroeder Acquisition 2 France) and the accredited investors named therein, pursuant to which PubCo issued $312.5 million aggregate principal amount of Convertible Bonds and Investment Warrants in connection with the Closing.
“Shelf Holder” means any Holder that owns Registrable Securities that have been registered on a Shelf Registration Statement.
“Shelf Registration” means a registration of securities pursuant to a Registration Statement filed with the SEC in accordance with and pursuant to Rule 415 promulgated under the Securities Act.
“Shelf Registration Statement” means a Registration Statement of PubCo filed with the SEC on either (a) Form F-3 (or any successor form or other appropriate form under the Securities Act) or (b) if PubCo is not permitted to file a Registration Statement on Form F-3, a Registration Statement on Form F-1 (or any successor form or other appropriate form under the Securities Act), in each case for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act covering the Registrable Securities, as applicable.
“Shelf Suspension” has the meaning set forth in Section 2.1(c).
“Shelf Take-Down” means any offering or sale of Registrable Securities initiated by a Shelf Take-Down Initiating Holder pursuant to a Shelf Registration Statement.
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“Shelf Take-Down Initiating Holders” has the meaning set forth in Section 2.1(d).
“Sponsor” has the meaning set forth in the Preamble.
“Subscription Agreements” has the meaning given to such term in the Business Combination Agreement.
“Subsequent Shelf Registration” has the meaning set forth in Section 2.1(b).
“Take-Down Participation Notice” has the meaning set forth in Section 2.1(d)(iv)(C).
“Take-Down Tagging Holder” has the meaning set forth in Section 2.1(d)(iv)(B).
“Transfer” means to (A) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase, exchange, assign, lend or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder, with respect to, any security, or any right or interest therein or (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise. The terms “Transferee,” “Transferor,” “Transferred,” and other forms of the word “Transfer” shall have the correlative meanings.
“Underwriter” means any investment banker(s) and manager(s) appointed to administer the offering of any Registrable Securities as principal in an Underwritten Offering.
“Underwritten Offering” means a Registration in which securities of PubCo are sold to an Underwriter for distribution to the public.
“Underwritten Shelf Take-Down” has the meaning set forth in Section 2.1(d)(ii)(A).
“Underwritten Shelf Take-Down Notice” has the meaning set forth in Section 2.1(d)(ii)(A).
“Warrant Agreement” shall mean that certain Warrant Agreement, dated as of January 7, 2026, by and between the SPAC and Continental Stock Transfer & Trust Company, as warrant agent, as amended in connection with the Merger.
“Warrants” shall mean the warrants of the PubCo, each exercisable for one PubCo Share at an initial exercise price of $11.50 per share, which were assumed by PubCo in the Merger and are governed by the terms of the Warrant Agreement.
“Well-Known Seasoned Issuer” has the meaning set forth in Rule 405 promulgated by the SEC pursuant to the Securities Act.
Section 1.2 Interpretive Provisions. For all purposes of this A&R Registration Rights Agreement, except as otherwise provided in this A&R Registration Rights Agreement or unless the context otherwise requires:
(a) the meanings of defined terms are applicable to the singular as well as the plural forms of such terms;
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(b) the words “hereof”, “herein”, “hereunder” and words of similar import, when used in this A&R Registration Rights Agreement, refer to this A&R Registration Rights Agreement as a whole and not to any particular provision of this A&R Registration Rights Agreement;
(c) references in this A&R Registration Rights Agreement to any Law shall be deemed also to refer to such Law, and all rules and regulations promulgated thereunder;
(d) whenever the words “include”, “includes” or “including” are used in this A&R Registration Rights Agreement, they shall mean “without limitation;”
(e) the captions and headings of this A&R Registration Rights Agreement are for convenience of reference only and shall not affect the interpretation of this A&R Registration Rights Agreement; and
(f) pronouns of any gender or neuter shall include, as appropriate, the other pronoun forms.
Section 1.3 Effectiveness. This A&R Registration Rights Agreement shall become effective upon the Closing (as such term is defined in the Business Combination Agreement) (the “Effective Date”) and shall be of no further force or effect upon any termination of the Business Combination Agreement (without liability to either party).
Article 2
REGISTRATION RIGHTS
Section 2.1 Shelf Registration.
(a) Filing. PubCo shall use commercially reasonable efforts to file or submit within thirty (30) Business Days following the Closing Date (the “Filing Deadline”) a Shelf Registration Statement covering the resale of all Registrable Securities (except as determined by PubCo pursuant to Section 2.7 as of two (2) Business Days prior to such filing) on a delayed or continuous basis. PubCo shall use its commercially reasonable efforts to cause such Shelf Registration Statement to become effective under the Securities Act as soon as reasonably practicable after such filing, but in no event later than the earlier of (i) the 90^th^ calendar day (or the 120^th^ calendar day if the SEC notifies PubCo that it will “review” the Shelf Registration Statement) after the Closing Date and (ii) the tenth (10th) Business Day after the date PubCo is notified (orally or in writing, whichever is earlier) by the SEC that such Shelf Registration Statement will not be “reviewed” or will not be subject to further review (the “Effectiveness Deadline”) (provided that (A) if such date falls on a date that is not a Business Day, such date shall be extended to the next Business Day on which the SEC is open and (B) if the SEC is closed for operations due to a government shutdown then such date shall be extended by the same number of Business Days that the SEC remains closed; notwithstanding the foregoing, PubCo shall use its commercially reasonable efforts to cause the Shelf Registration Statement to become effective by the Effectiveness Deadline or as soon as practicable thereafter pursuant to any applicable guidance issued by the SEC during such government shutdown). PubCo shall maintain such Shelf Registration Statement in accordance with the terms of this A&R Registration Rights Agreement, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep such Shelf Registration Statement continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as of which all Registrable Securities registered by such Shelf Registration Statement have been sold or cease to be Registrable Securities. In the event PubCo files a Shelf Registration Statement on Form F-1, PubCo shall use its commercially reasonable efforts to convert such Shelf Registration Statement (and any Subsequent Shelf Registration) to a Shelf Registration Statement on Form F-3 as soon as reasonably practicable after PubCo is eligible to use Form F-3. PubCo shall also use its commercially reasonable efforts to file any replacement or additional Shelf Registration Statement and use commercially reasonable efforts to cause such replacement or additional Shelf Registration Statement to become effective prior to the expiration of the initial Shelf Registration Statement filed pursuant to this Section 2.1(a). If (A) the Shelf Registration Statement has not been filed by the Filing Deadline, (B) the Shelf Registration Statement has not been declared effective by the Effectiveness Deadline, or (C) at any time on or after the Effectiveness Deadline the Shelf Registration Statement (or any Subsequent Shelf Registration Statement covering Registrable Securities (as defined below) ceases to be effective or unusable for the public resale of Registrable Securities for more than fifteen (15) consecutive Business Days or for more than an aggregate of forty-five (45) Business Days in any twelve (12) month period (each such event, a “Registration Default”), then, as liquidated damages and not as a penalty, PubCo shall pay to each Investor an amount in cash (the “Liquidated Damages”) equal to 1.00% of the aggregate amount paid pursuant to the Securities Purchase Agreement by such Investor for such Investment Securities then held by such Investor for each 30-day period or pro rata for any portion thereof during which the failure continues Liquidated Damages shall accrue from and including the date of the applicable Registration Default until, but excluding, the date on which such Registration Default is cured, and shall be payable by PubCo in arrears within five (5) Business Days after the end of each thirty (30) day period (or portion thereof) in which such Liquidated Damages accrue. Notwithstanding the foregoing, (a) in no event shall the aggregate amount of Liquidated Damages (or interest thereon) paid under this A&R Registration Rights Agreement to any Investor exceed, in the aggregate, 7.5% of the aggregate purchase price of the Investment Securities purchased by such Investor under the Securities Purchase Agreement and (b) no Liquidated Damages shall accrue or be payable (i) during any period that a Registration Default exists solely as a result of any Investor’s failure to timely provide information reasonably requested by PubCo that is required to be included in a Registration Statement or Prospectus supplement, (ii) during any suspension, delay or postponement of filing or effectiveness, blackout or similar period permitted under this A&R Registration Rights Agreement, including pursuant to Section 2.1(c) and Section 2.2(a)(ii), or (iii) during any period that a Registration Default exists as a result of an event outside PubCo’s reasonable control, including but not limited to a government shutdown or failure to obtain consent of its independent registered public accounting firm or other required consents from auditors to include such firm’s audit report in the Registration Statement, provided that PubCo has used its best efforts to avoid such Registration Default. The Parties agree that the Liquidated Damages provided for in this Section 2.1(a) constitute a reasonable estimate of the damages that will be suffered by the Investors as a result of a Registration Default and are not intended to constitute a penalty.
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(b) Subsequent Shelf Registration. If any Shelf Registration Statement ceases to be effective under the Securities Act for any reason at any time while there remain any Registrable Securities registered by such Shelf Registration Statement, PubCo shall use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf Registration Statement to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration Statement), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf Registration Statement in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement or file an additional Registration Statement as a Shelf Registration (a “Subsequent Shelf Registration”) registering the resale of all outstanding Registrable Securities registered by such prior Shelf Registration Statement. If a Subsequent Shelf Registration is filed, PubCo shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration shall be an Automatic Shelf Registration Statement if PubCo is a Well-Known Seasoned Issuer) and (ii) keep such Subsequent Shelf Registration continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as of which all Registrable Securities registered by such Subsequent Shelf Registration have been sold or cease to be Registrable Securities.
(c) Suspension of Filing or Registration. Upon receipt of written notice from the Company that a Shelf Registration Statement or Prospectus contains or includes a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until they have received copies of a supplemented or amended Registration Statement or Prospectus correcting the Misstatement filed with the SEC (it being understood that PubCo hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), or until they are advised in writing by PubCo that the use of the Registration Statement or Prospectus may be resumed. PubCo shall be entitled to delay or postpone the filing or effectiveness of a Shelf Registration Statement, and from time to time to require the Holders not to sell under a Registration Statement or to suspend the effectiveness thereof, if the filing, effectiveness or continued use of a Shelf Registration Statement at any time would (i) require PubCo to make an Adverse Disclosure, (ii) materially interfere with any bona fide material financing, acquisition, disposition or other similar transaction involving the Company or any of its subsidiaries then under consideration, or (iii) require the inclusion in such Shelf Registration Statement of financial statements that are unavailable to PubCo for reasons beyond PubCo’s control; provided, however, that PubCo shall have a period of not more than sixty (60) consecutive calendar days within which to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo shall not be permitted to exercise in any twelve (12) month period (i) more than two (2) Shelf Suspensions pursuant to this Section 2.1(c) and Demand Delays pursuant to Section 2.2(a)(ii) in the aggregate or (ii) aggregate Shelf Suspensions pursuant to this Section 2.1(c) and Demand Delays pursuant to Section 2.2(a)(ii) of more than one hundred twenty (120) calendar days, in each case unless consented to in writing by Holders holding a majority of the Registrable Securities. Each Holder shall keep confidential the fact that a Shelf Suspension is in effect and the contents of any notice by PubCo of a Shelf Suspension for the permitted duration of the Shelf Suspension or until otherwise notified by PubCo, except (A) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential or (C) as required by law or subpoena. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf Registration Statement, the Holders agree to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of written notice by PubCo. PubCo shall immediately notify the Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and (i) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its commercially reasonable efforts to have such Shelf Registration Statement declared effective under the Securities Act and (ii) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any Misstatement prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders such numbers of copies of the Prospectus as so amended or supplemented as the Shelf Holders may reasonably request. PubCo agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by PubCo for the Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Shelf Holders Beneficially Owning a majority of the Registrable Securities then outstanding.
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(d) Shelf Take-Downs.
(i) Generally. Subject to the terms and provisions of this Article 2 (including Section 2.2(d)), an Eligible Take-Down Holder may initiate a Shelf Take-Down (the then Eligible Take-Down Holder, the “Shelf Take-Down Initiating Holder”) that, at the option of such Shelf Take-Down Initiating Holder (A) is in the form of an Underwritten Shelf Take-Down or a Shelf Take-Down that is not an Underwritten Shelf Take-Down and (B) in the case of an Underwritten Shelf Take-Down, is Non-Marketed or Marketed, in each case, as shall be specified in the written demand delivered by the Shelf Take-Down Initiating Holder to PubCo pursuant to the provisions of this Section 2.1(d). For the avoidance of doubt, an Eligible Take-Down Holder that is not a Shelf Take-Down Initiating Holder cannot initiate a Shelf Take-Down. Notwithstanding anything else set forth in this Section 2.1, Underwritten Shelf Take-Downs shall be subject to the restrictions set forth in Section 2.2(d) below. A Shelf Take-Down Initiating Holder may initiate an Underwritten Shelf Take-Down, a Non-Marketed Underwritten Shelf Take-Down or Non-Underwritten Shelf Take-Down only if a Shelf Registration Statement covering the Registrable Securities to be included therein is then effective and only to the extent such Shelf Registration Statement may be used for such Shelf Take-Down.
(ii) Underwritten Shelf Take-Downs.
(A) A Shelf Take-Down Initiating Holder may elect in a written demand delivered to PubCo (an “Underwritten Shelf Take-Down Notice”) for any Shelf Take-Down that it has initiated to be in the form of an Underwritten Offering (an “Underwritten Shelf Take-Down”), and PubCo shall, if so requested, file and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as practicable; provided, that any such Underwritten Shelf Take-Down must comply with Section 2.2(d) and involve the offer and sale of Registrable Securities having a reasonably anticipated gross aggregate offering price of at least $25,000,000. PubCo shall have the right to select the Underwriter or Underwriters to administer such Underwritten Shelf Take-Down; provided, that such Underwriter or Underwriters shall be reasonably acceptable to the Shelf Holders that own a majority of the Registrable Securities to be offered for sale in such Underwritten Shelf Take-Down subject to the limitations of this Section 2.1(d)(ii)(B).
(B) With respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down and any Non-Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise would be entitled to participate in such Underwritten Shelf Take-Down pursuant to this Section 2.1(d)(ii), Section 2.1(d)(iii) or Section 2.1(d)(iv), as the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such Shelf Holder’s participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities in the Underwritten Offering to the extent provided herein. PubCo, together with all Shelf Holders proposing to distribute their securities through such Underwritten Shelf Take-Down, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected in accordance with Section 2.1(d)(ii)(A). Notwithstanding any other provision of this Section 2.1, if the Underwriter shall advise PubCo that marketing factors (including an adverse effect on the per security offering price) require a limitation of the number of Registrable Securities to be included in an Underwritten Shelf Take-Down, then PubCo shall so advise all Shelf Holders that have requested to participate in such Underwritten Shelf Take-Down, and the number of Registrable Securities that may be included in such Underwritten Shelf Take-Down shall be allocated in the following manner: (A) first, to any Shelf Holders electing to participate in such Underwritten Shelf Take-Down on a pro rata basis based on the total number of Registrable Securities requested to be included in such Underwritten Offering by such Holder, (B) second, to PubCo and (C) third, to other holders of Equity Securities of PubCo exercising a contractual or other right to dispose of such Equity Securities in such Underwritten Offering. No Registrable Securities excluded from an Underwritten Shelf Take-Down by reason of the Underwriter’s marketing limitation shall be included in such Underwritten Offering. For the avoidance of doubt, PubCo may include securities for its own account (or for the account of any other Persons) in such Underwritten Shelf Take-Down subject to the limitations of this Section 2.2.
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(iii) Marketed Underwritten Shelf Take-Downs. The Shelf Take-Down Initiating Holder submitting an Underwritten Shelf Take-Down Notice shall indicate in such notice that it delivers to PubCo pursuant to Section 2.1(d)(ii) whether it intends for such Underwritten Shelf Take-Down to be Marketed (a “Marketed Underwritten Shelf Take-Down”). Upon receipt of an Underwritten Shelf Take-Down Notice indicating that such Underwritten Shelf Take-Down will be a Marketed Underwritten Shelf Take-Down, PubCo shall promptly (but in any event no later than ten (10) days prior to the expected date of such Marketed Underwritten Shelf Take-Down) give written notice of such Marketed Underwritten Shelf Take-Down to all other Eligible Take-Down Holders of Registrable Securities under such Shelf Registration Statement and any such Eligible Take-Down Holders requesting inclusion in such Marketed Underwritten Shelf Take-Down must respond in writing within five (5) days after the receipt of such notice. Each such Eligible Take-Down Holder that timely delivers any such request shall be permitted to sell in such Marketed Underwritten Shelf Take-Down subject to the terms and conditions of Section 2.1(d)(ii). In connection with each Marketed Underwritten Shelf Take-Down, each Shelf Take-Down Initiating Holder agrees to reasonably assist the Company and any Underwriters, brokers, sales agents or placement agents prior to sending an Underwritten Shelf Take-Down Notice and thereafter in order to facilitate preparation of any Registration Statement, Prospectus or other offering documentation related to such Holder’s Marketed Underwritten Shelf Take-Down Notice and such Underwritten Shelf Take-Down.
(iv) Non-Marketed Underwritten Shelf Take-Downs and Non-Underwritten Shelf Take-Downs.
(A) Any Shelf Take-Down Initiating Holder may initiate (x) an Underwritten Shelf Take-Down that is Non-Marketed (a “Non-Marketed Underwritten Shelf Take-Down”) or (y) a Shelf Take-Down that is not an Underwritten Shelf Take-Down (a “Non-Underwritten Shelf Take-Down”) by providing written notice thereof to PubCo and, to the extent required by Section 2.1(d)(iv)(B), PubCo shall provide written notice thereof to all other Eligible Take-Down Holders; provided, that any such Non-Marketed Underwritten Shelf Take-Down or Non-Underwritten Shelf Take-Down must comply with Section 2.2(d) and any notice to PubCo of a Non-Marketed Underwritten Shelf Take-Down must involve the offer and sale of Registrable Securities having a reasonably anticipated gross aggregate offering price of at least $25,000,000.
(B) With respect to each Non-Marketed Underwritten Shelf Take-Down, the Shelf Take-Down Initiating Holder initiating such Non-Marketed Underwritten Shelf Take-Down shall provide written notice (a “Non-Marketed Underwritten Shelf Take-Down Notice”) of such Non-Marketed Underwritten Shelf Take-Down to PubCo at least five (5) Business Days in advance thereof and PubCo shall use commercially reasonable efforts to provide written notice thereof to all other Eligible Take-Down Holders at least forty-eight (48) hours prior to the expected time of the pricing of the applicable Non-Marketed Underwritten Shelf Take-Down, which Non-Marketed Underwritten Shelf Take-Down Notice shall set forth (I) the total number of Registrable Securities expected to be offered and sold in such Non-Marketed Underwritten Shelf Take-Down which must involve the offer and sale of Registrable Securities having a reasonably anticipated net aggregate offering price of at least $25,000,000, (II) the expected timing and plan of distribution of such Non-Marketed Underwritten Shelf Take-Down, (III) an invitation to each Eligible Take-Down Holder to elect (such Eligible Take-Down Holders who make such an election being “Take-Down Tagging Holders” and, together with the Shelf Take-Down Initiating Holders and all other Persons (other than any Affiliates of the Shelf Take-Down Initiating Holders) who otherwise are Transferring, or have exercised a contractual or other right to Transfer, Registrable Securities in connection with such Non-Marketed Underwritten Shelf Take-Down, the “Non-Marketed Underwritten Shelf Take-Down Selling Holders”) to include in the Non-Marketed Underwritten Shelf Take-Down Registrable Securities held by such Take-Down Tagging Holder (but subject to Section 2.1(d)(ii)(B)) and (IV) the action or actions required (including the timing thereof) in connection with such Non-Marketed Underwritten Shelf Take-Down with respect to each Eligible Take-Down Holder that elects to exercise such right (including the delivery of one or more stock certificates representing Registrable Securities of such Eligible Take-Down Holder to be sold in such Non-Marketed Underwritten Shelf Take-Down).
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(C) Upon delivery of a Non-Marketed Underwritten Shelf Take-Down Notice, each Eligible Take-Down Holder may elect to sell Registrable Securities in such Non-Marketed Underwritten Shelf Take-Down, at the same price per Registrable Security and pursuant to the same terms and conditions with respect to payment for the Registrable Securities as agreed to by the Shelf Take-Down Initiating Holders, by sending an irrevocable written notice (a “Take-Down Participation Notice”) to PubCo within the time period specified in such Non-Marketed Underwritten Shelf Take-Down Notice (which time period shall be at least twenty-four (24) hours prior to the expected time of the pricing of the applicable Non-Marketed Underwritten Shelf Take-Down), indicating their election to sell up to the number of Registrable Securities in the Non-Marketed Underwritten Shelf Take-Down specified by such Eligible Take-Down Holder in such Take-Down Participation Notice (but, in all cases, subject to Section 2.1(d)(ii)(B)). Following the time period specified in such Non-Marketed Underwritten Shelf Take-Down Notice, each Take-Down Tagging Holder that has delivered a Take-Down Participation Notice shall be permitted to sell in such Non-Marketed Underwritten Shelf Take-Down on the terms and conditions set forth in the Non-Marketed Underwritten Shelf Take-Down Notice, concurrently with the Shelf Take-Down Initiating Holders and the other Non-Marketed Underwritten Shelf Take-Down Selling Holders, the number of Registrable Securities calculated pursuant to Section 2.1(d)(ii)(B). It is understood that in order to be entitled to exercise their right to sell Registrable Securities in a Non-Marketed Underwritten Shelf Take-Down pursuant to this Section 2.1(d)(iv), each Take-Down Tagging Holder must agree to make the same representations, warranties, covenants, indemnities and agreements, if any, as the Shelf Take-Down Initiating Holders agree to make in connection with the Non-Marketed Underwritten Shelf Take-Down, with such additions or changes as are required of such Take-Down Tagging Holder by the Underwriters (if applicable).
(D) Notwithstanding the delivery of any Non-Marketed Underwritten Shelf Take-Down Notice, all determinations as to whether to complete any Non-Marketed Underwritten Shelf Take-Down and as to the timing, manner, price and other terms and conditions of any Non-Marketed Underwritten Shelf Take-Down shall be at the sole discretion of the applicable Shelf Take-Down Initiating Holder, and PubCo agrees to use its commercially reasonable efforts to cooperate in facilitating any Non-Marketed Underwritten Shelf Take-Down pursuant to this Section 2.1(d). Each of the Eligible Take-Down Holders agrees to (i) reasonably assist the Company and any Underwriters, brokers, sales agents or placement agents prior to sending a Non-Marketed Underwritten Shelf Take-Down Notice and thereafter in order to facilitate preparation of the Registration Statement, Prospectus and other offering documentation related to such Holder’s Non-Marketed Underwritten Shelf Take-Down Notice and such Non-Marketed Underwritten Shelf Take-Down and (ii) reasonably cooperate with each of the other Eligible Take-Down Holders and PubCo to establish notice, delivery and documentation procedures and measures to facilitate such other Eligible Take-Down Holders’ participation in Non-Marketed Underwritten Shelf Take-Downs pursuant to this Section 2.1(d).
(E) With respect to each Non-Underwritten Shelf Take-Down, the Shelf Take-Down Initiating Holder initiating such Non-Underwritten Shelf Take-Down shall provide written notice of such Non-Underwritten Shelf Take-Down (the “Non-Underwritten Shelf Take-Down Notice”) to PubCo at least five (5) Business Days prior to the expected time of such Non-Underwritten Shelf Take-Down, which shall set forth (I) the total number of Registrable Securities expected to be offered and sold in such Non-Underwritten Shelf Take-Down which must involve the offer and sale of Registrable Securities having a reasonably anticipated gross aggregate offering price of at least $25,000,000, (II) the expected timing and plan of distribution of such Non-Underwritten Shelf Take-Down, and (III) the action or actions required (including the timing thereof) in connection with such Non-Underwritten Shelf Take-Down. In connection with each Non-Underwritten Shelf Take-Down, each Shelf Take-Down Initiating Holder agrees to reasonably assist the Company and any brokers, sales agents or placement agents prior to sending a Non-Underwritten Shelf Take-Down Notice and thereafter in order to facilitate preparation of any documentation related to such Holder’s Non-Underwritten Shelf Take-Down Notice and such Non-Underwritten Shelf Take-Down.
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Section 2.2 Demand Registrations.
(a) Holders’ Demand for Registration. Subject to Section 2.2(d), if, at a time when a Shelf Registration Statement is not effective pursuant to Section 2.1, PubCo shall receive from an Eligible Demand Participation Holder (such Holder(s), the “Demand Initiating Holder”) a written demand that PubCo effect any Registration in connection with an Underwritten Offering other than a Shelf Registration or a Shelf Take-Down (a “Demand Registration”) of Registrable Securities held by such Holder(s) having a reasonably anticipated gross aggregate offering price of at least $25,000,000, PubCo will:
(i) promptly (but in any event within five (5) days prior to the date such Demand Registration becomes effective under the Securities Act) give written notice of the proposed Demand Registration to all other Holders; and
(ii) use its commercially reasonable efforts to effect such registration as soon as practicable and facilitate the sale and distribution of all or such portion of such Demand Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any other Holders joining in such demand (together with the Demand Initiating Holder, the “Participating Holders”) as are specified in a written demand received by PubCo within five (5) days after such written notice is given; provided that PubCo shall not be obligated to file any Registration Statement or other disclosure document pursuant to this Section 2.2 (but shall be obligated to continue to prepare such Registration Statement or other disclosure document) if the filing or effectiveness of such Registration Statement at any time would (A) require PubCo to make an Adverse Disclosure, (B) materially interfere with any bona fide material financing, acquisition, disposition or other similar transaction involving the Company or any of its subsidiaries then under consideration or (C) require the inclusion in such Registration Statement of financial statements that are unavailable to PubCo for reasons beyond PubCo’s control; provided, however, that PubCo may, in its discretion, defer the filing of such Registration Statement for an additional period (each, a “Demand Delay”) of not more than sixty (60) consecutive calendar days; provided, however, that PubCo shall not exercise, in any twelve (12) month period, (i) more than two (2) Demand Delays pursuant to this Section 2.2(a) and Shelf Suspensions pursuant to Section 2.1(c) in the aggregate or (ii) aggregate Demand Delays pursuant to this Section 2.2(a) and Shelf Suspensions pursuant to Section 2.1(c) of more than one hundred twenty (120) calendar days, in each case unless consented to in writing by the Participating Holders holding a majority of the Registrable Securities held by such Participating Holders. Each Participating Holder shall keep confidential the fact that a Demand Delay is in effect and the contents of any notice by PubCo of a Demand Delay for the permitted duration of the Demand Delay or until otherwise notified by PubCo, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential or (C) as required by law.
(b) Underwriting. If the Demand Initiating Holders intend to distribute the Registrable Securities covered by their demand by means of an Underwritten Offering, they shall so advise PubCo as part of their demand made pursuant to this Section 2.2, and PubCo shall include such information in the written notice referred to in Section 2.2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in the Underwritten Offering to the extent provided herein. PubCo, together with all holders of Registrable Securities proposing to distribute their securities through such Underwritten Offering, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected by PubCo and reasonably satisfactory to the Participating Holders that own a majority of the Registrable Securities to be offered for sale in such Underwritten Offering. Notwithstanding any other provision of this Section 2.2, if the Underwriter shall advise PubCo that marketing factors (including an adverse effect on the per security offering price) require a limitation of the number of Registrable Securities to be underwritten, then PubCo shall so advise all Participating Holders that have requested to participate in such offering, and the number of Registrable Securities that may be included in the Demand Registration and Underwritten Offering shall be allocated in the following manner: (A) first, to the Participating Holders on a pro rata basis based on the total number of Registrable Securities held by such Holders, (B) second, to PubCo and (C) third, to other holders of Equity Securities of PubCo exercising a contractual or other right to dispose of such Equity Securities in such Underwritten Offering. No Registrable Securities excluded from the Underwritten Offering by reason of the Underwriter’s marketing limitation shall be included in such Demand Registration. For the avoidance of doubt, PubCo may include securities for its own account (or for the account of any other Persons) in such Demand Registration subject to the limitations of this Section 2.2.
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(c) Effective Registration. PubCo shall be deemed to have effected a Demand Registration if the Registration Statement pursuant to such registration is declared effective by the SEC and PubCo has complied with all of its obligations under this A&R Registration Rights Agreement with respect thereto. No Demand Registration shall be deemed to have been effected if such registration is subsequently interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court unless and until (i) such stop order or injunction is removed, rescinded or otherwise terminated and (ii) a majority-in-interest of the Demand Initiating Holders thereafter affirmatively elect to continue with such Registration and accordingly notify PubCo in writing, but in no event later than five (5) days after the occurrence of (i); provided that PubCo shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.
(d) Restrictions on Registered Offerings. Notwithstanding the rights and obligations set forth in Section 2.1 and/or Section 2.2, in no event shall PubCo be obligated to take any action to effect:
(i) any Demand Registration or Shelf Take-Down at the request of any Holder prior to the expiration of the Lock-Up Period, to the extent such request relates to Registrable Securities that have not been released from the Lock-Up restrictions in the Lock-Up Agreements;
(ii) any Demand Registration or Underwritten Shelf Take-Down at the request of the Sponsor, except the Sponsor shall be entitled to initiate one (1) Demand Registration or Underwritten Shelf Take-Down in total in accordance with the terms of this Article 2, to the extent such request relates to Registrable Securities that have been released from the Lock-Up restrictions in the Lock-Up Agreements;
(iii) more than three (3) Demand Registrations under this Section 2.2 (other than under clause (ii) above), except the Company Shareholders shall be entitled to initiate two (2) Demand Registrations or Underwritten Shelf Take-Downs in total in accordance with the terms of this Article 2, to the extent such request relates to Registrable Securities that have been released from the Lock-Up restrictions in the Lock-Up Agreements;
(iv) more than an aggregate of three (3) Underwritten Offerings (including Underwritten Shelf Take-Downs) (other than under clause (ii) above), except the Company Shareholders shall be entitled to initiate two (2) Underwritten Offerings in accordance with the terms of this Article 2;
(v) more than one (1) Underwritten Offering (including Underwritten Shelf Take-Downs) in any 180-day period; or
(vi) any Demand Registration while a Shelf Registration Statement remains outstanding in accordance with the terms of this A&R Registration Rights Agreement.
A majority-in-interest of the Demand Initiating Holders shall have the right to withdraw from a Demand Registration for any or no reason whatsoever upon written notification to PubCo and any Underwriter or Underwriters of their intention to withdraw from such Demand Registration prior to the effectiveness of the Registration Statement filed with the SEC with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. If a majority-in-interest of the Demand Initiating Holders (i) withdraws from a proposed offering pursuant to this Section 2.2(d) and (ii) reimburse the Registration Expenses of PubCo incurred in respect of such aborted Demand Registration, then such registration shall not count as a Demand Registration provided for in Section 2.2.
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Notwithstanding anything to the contrary in this Section 2.2(d), in the event that Company Shareholders that are Demand Initiating Holders or Shelf Take-Down Initiating Holders, as applicable, do not sell at least fifty percent (50%) of the Registrable Securities requested to be sold in a Demand Registration in connection with an Underwritten Offering or an Underwritten Shelf Take-Down as a result of the Underwriter advising PubCo that marketing factors (including an adverse effect on the per security offering price) require a limitation of the number of Registrable Securities to be underwritten, then for purposes of clauses (iv), (v) and (vi) above, such Demand Registration or Underwritten Shelf Take-Down (as applicable) shall not be considered a Demand Registration or Underwritten Shelf Take-Down effected at the request of such Demand Initiating Holder or Shelf Take-Down Initiating Holder.
Section 2.3 Piggyback Registration.
(a) If at any time or from time to time PubCo shall determine to register any of its Equity Securities, either for its own account or for the account of security holders (other than in (1) a registration relating solely to employee benefit plans, (2) a registration statement on Form F-4 or S-8 (or such other similar successor forms then in effect under the Securities Act), (3) a registration pursuant to which PubCo is offering to exchange its own securities for other securities, (4) a registration statement relating solely to dividend reinvestment or similar plans, (5) a Shelf Registration Statement pursuant to which only the initial purchasers and subsequent Transferees of debt securities of PubCo or any of its subsidiaries that are convertible for PubCo Shares and that are initially issued pursuant to a private placement exemption, Rule 144A and/or Regulation S (or any successor provision) of the Securities Act may resell such notes and sell the PubCo Shares into which such notes may be converted, (6) a registration pursuant to Section 2.1 or Section 2.2 hereof, (7) a “universal” Shelf Registration Statement on Form F-3 (or any successor Form), (8) filed in connection with an “at-the-market” offering or (9) a registration expressly contemplated by the Subscription Agreements), PubCo will:
(i) promptly (but in no event less than ten (10) days before the effective date of the relevant Registration Statement) give to each Holder written notice thereof; and
(ii) include in such Registration (and any related qualification under state securities laws or other compliance), and in any Underwritten Offering involved therein, all the Registrable Securities specified in a written request or requests made within five (5) days after receipt of such written notice from PubCo by any Holder or Holders except as set forth in Section 2.3(b) below.
Each Holder shall keep confidential its receipt of any such notice until the contents of such notice are publicly announced by PubCo or until otherwise notified by PubCo, except (A) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential or (C) as required by law or subpoena.
Notwithstanding anything herein to the contrary, this Section 2.3 shall not apply (i) prior to the expiration of the Lock-Up Period in respect of any Holder, to the extent relating to Registrable Securities that have not been released from the Lock-Up restrictions in the Lock-Up Agreements or (ii) to any Shelf Take-Down irrespective of whether such Shelf Take-Down is an Underwritten Shelf Take-Down or not an Underwritten Shelf Take-Down.
(b) Underwriting. If the Registration of which PubCo gives notice pursuant to Section 2.3(a) is for an Underwritten Offering, PubCo shall so advise the Holders as a part of the written notice given pursuant to Section 2.3(a)(i). In such event the right of any Holder to participate in such registration pursuant to this Section 2.3 shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in the Underwritten Offering to the extent provided herein. All Holders proposing to dispose of their Registrable Securities through such Underwritten Offering, together with PubCo and the other parties distributing their Equity Securities of PubCo through such Underwritten Offering, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Underwritten Offering by PubCo. Notwithstanding any other provision of this Section 2.3, if the Underwriters shall advise PubCo that marketing factors (including, without limitation, an adverse effect on the per security offering price) require a limitation of the number of Registrable Securities to be underwritten, then PubCo may limit the number of Registrable Securities to be included in the Registration and Underwritten Offering as follows:
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(i) If the Registration is initiated and undertaken for PubCo’s account, PubCo shall so advise all Holders of Registrable Securities that have requested to participate in such offering, and the number of Registrable Securities that may be included in the Registration and Underwritten Offering shall be allocated in the following manner: (A) first, to PubCo, (B) second, to the Holders of Registrable Securities on a pro rata basis based on the total number of Registrable Securities held by such Holders and (C) third, to other holders of Equity Securities of PubCo exercising a contractual or other right to dispose of such Equity Securities in such Underwritten Offering.
(ii) If the Registration is initiated and undertaken at the request of one or more holders of Equity Securities of PubCo who are not Holders, PubCo shall so advise all Holders of Registrable Securities that have requested to participate in such offering, and the number of Registrable Securities that may be included in the Registration and Underwritten Offering shall be allocated in the following manner: (A) first, to the initiating holders of Equity Securities of PubCo exercising a contractual or other right to dispose of such Equity Securities in such Underwritten Offering and any other holders of PubCo exercising such contractual or other right to dispose of their Equity Securities in such Underwritten Offering, on a pro rata basis based on the total number of Equity Securities requested to be included, (B) second, to PubCo, (C) third, to the Holders of Registrable Securities on a pro rata basis based on the total number of Registrable Securities held by such Holders, (D) fourth, to any other holders of Equity Securities of PubCo exercising a contractual or other right to dispose of such Equity Securities in such Underwritten Offering.
No securities excluded from the Underwritten Offering by reason of the Underwriter’s marketing limitation shall be included in such Registration.
(c) Right to Terminate Registration. PubCo shall have the right to terminate or withdraw any Registration initiated by it under this Section 2.3 prior to the effectiveness of such Registration whether or not any Holder has elected to include Registrable Securities in such Registration.
Section 2.4 Expenses of Registration. Except as provided in Section 2.2(d), all Registration Expenses incurred in connection with all Registrations or other Transfers effected pursuant to or permitted by this A&R Registration Rights Agreement shall be borne by PubCo. It is acknowledged by the Holders that the Holders selling or otherwise Transferring any Registrable Securities in any Registration or Transfer shall bear all incremental selling expenses relating to the sale or Transfer of such Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing such Holders, in each case pro rata based on the number of Registrable Securities that such Holders have sold or Transferred in such Registration. Any transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities.
Section 2.5 Obligations of PubCo. Whenever required under this Article 2 to effect the Registration of any Registrable Securities, PubCo shall, as expeditiously as reasonably possible:
(a) prepare and file with the SEC a Registration Statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold or are no longer outstanding (such period, the “Effectiveness Period”);
(b) prepare and file with the SEC such amendments, post-effective amendments and supplements to such Registration Statement and the Prospectus used in connection with such Registration Statement as may be required by the rules, regulations or instructions applicable to the registration form used by PubCo or by the Securities Act or rules and regulations thereunder to keep such Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
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(c) permit a representative of the Holders, any Underwriter participating in any distribution pursuant to such Registration and any attorney or accountant retained by such Holders, to participate in good faith in the preparation of such Registration Statement and cause PubCo’s officers, directors and employees to supply all information reasonably requested by any such representative, attorney or accountant in connection with the Registration; provided, however, that such representatives enter into a confidentiality agreement, in form and substance reasonably satisfactory to PubCo, prior to the release or disclosure of any such information;
(d) during the Effectiveness Period, furnish to the Holders such numbers of copies of the Registration Statement and the related Prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them; provided that PubCo will not have any obligation to provide any document pursuant to this clause that is available on the SEC’s EDGAR system;
(e) in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter(s) of such offering; each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement;
(f) notify each Holder of Registrable Securities covered by such Registration Statement, at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement;
(g) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by PubCo of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final Prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;
(h) use its commercially reasonable efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final Prospectus and, if any such order is issued, to use commercially reasonable efforts to obtain the withdrawal of any such order as soon as reasonably practicable;
(i) use its commercially reasonable efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the Underwriters, if any, and their respective counsel, in connection with the Registration or qualification of such Registrable Securities for offer and sale under the blue sky or securities laws of each state and other jurisdiction of the United States as any such Holder or Underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such Registration or qualification in effect for such period as required by Section 2.1(b) and Section 2.2(c), as applicable; provided, that PubCo shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject;
(j) in the case of an Underwritten Offering, use its commercially reasonable efforts to obtain for delivery to the Underwriters an opinion or opinions from counsel for PubCo, dated the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to the managing Underwriter;
(k) in the case of an Underwritten Offering, use its commercially reasonable efforts to obtain for delivery to PubCo and the Underwriters a comfort letter from PubCo’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing Underwriter reasonably requests;
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(l) use its commercially reasonable efforts to list the Registrable Securities that are covered by such Registration Statement with any securities exchange or automated quotation system on which the PubCo Shares or other Equity Securities of PubCo, as applicable, are then listed;
(m) use its commercially reasonable efforts to provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement;
(n) cooperate with Holders of Registrable Securities in such Registration and the managing Underwriters, if any, to facilitate the timely preparation and delivery of certificates, if such Registrable Securities are certificated, representing Registrable Securities to be sold, such certificates to be in such denominations and registered in such names as such Holders or the managing Underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities;
(o) use its commercially reasonable efforts to make available to its security holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the SEC);
(p) in the case of an Underwritten Offering that is Marketed, use its commercially reasonably efforts to cause appropriate personnel of PubCo to participate in the customary “road show” presentations that may be reasonably requested by the managing Underwriter; and
(q) otherwise, in good faith, reasonably cooperate with, and take such customary actions as may reasonably be requested by, the Holders, in connection with such Registration.
Section 2.6 Indemnification.
(a) PubCo will, and does hereby undertake to, indemnify and hold harmless, to the extent permitted by Law, each Holder of Registrable Securities and each of such Holder’s officers, directors, agents and each Person, if any, who controls such Holder, within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against all claims, losses, damages, liabilities and reasonable and documented expenses (including reasonable and documented attorneys’ fees) arising out of or based upon (i) any Misstatement or any alleged Misstatement or (ii) any violation or alleged violation by PubCo (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated thereunder and relating to an action or inaction required of PubCo in connection with the offering of Registrable Securities; provided that PubCo will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any Misstatement or any alleged Misstatement made in reliance and in conformity with written information furnished to PubCo by such Holder expressly for use therein.
(b) Each Holder (if Registrable Securities held by or issuable to such Holder are included in such Registration, qualification, compliance or sale pursuant to this Article 2) will, and does hereby undertake to, indemnify and hold harmless, to the extent permitted by Law, severally and not jointly, PubCo and each of its officers, directors, agents, any other Holder selling securities in such Registration Statement, any controlling Person of any such underwriter or other Holder and each Person, if any, who controls PubCo within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against all claims, losses, damages, liabilities and expenses (including reasonable attorneys’ fees) (or actions in respect thereof) arising out of or based upon any Misstatement or alleged Misstatement or (ii) any violation or alleged violation by a Holder (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated thereunder and relating to an action or inaction required of such Holder in connection with the offering of Registrable Securities, but in the case of clause (i), only to the extent, that such Misstatement or alleged Misstatement was made in such Registration Statement, prospectus, offering circular, free writing prospectus or other document, in reliance upon and in conformity with written information that relates to such Holder in its capacity as a selling security Holder and was furnished to PubCo by such Holder expressly for use therein; provided, however, that the aggregate liability of each Holder hereunder shall be limited to the net proceeds after underwriting discounts and commissions received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation, except in the case of fraud or willful misconduct by such Holder. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person or entity who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of PubCo.
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(c) Each party entitled to indemnification under this Section 2.6 (the “Indemnified Party”) shall give notice to the party required to provide such indemnification (the “Indemnifying Party”) of any claim as to which indemnification may be sought promptly after such Indemnified Party has actual knowledge thereof, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be subject to approval by the Indemnified Party (whose approval shall not be unreasonably withheld) and the Indemnified Party may participate in such defense at the Indemnifying Party’s expense if representation of such Indemnified Party would be, in the reasonable judgment of the Indemnified Party, inappropriate due to an actual or potential conflict of interest between such Indemnified Party and any other party represented by such counsel in such proceeding or there may be reasonable defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party; and provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 2.6, except to the extent that such failure to give notice materially prejudices the Indemnifying Party in the defense of any such claim or any such litigation. An Indemnifying Party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. If such defense is assumed by the Indemnifying Party, the Indemnifying Party shall not be subject to any liability for any settlement made by the Indemnified Party without its consent (but such consent shall not be unreasonably withheld). No Indemnifying Party shall, without the consent of the Indemnified Party, not to be unreasonably withheld or delayed, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.
(d) In order to provide for just and equitable contribution in case indemnification is prohibited or limited by law, the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any Misstatement or alleged Misstatement, has been made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and such Person’s relative intent, knowledge, access to information and opportunity to correct or prevent such actions; provided, however, that in any case, (i) no Holder will be required to contribute any amount in excess of the net proceeds after underwriting discounts and commissions received by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligation and (ii) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 2.6(d) were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this Section 2.6(d).
(e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in any underwriting agreement entered into in connection with any Underwritten Offering conflict with the foregoing provisions, the provisions in such underwriting agreement shall control.
Section 2.7 Information by Holder. The Holder or Holders of Registrable Securities included in any Registration shall furnish to PubCo such information regarding such Holder or Holders and the distribution proposed by such Holder or Holders as PubCo may reasonably request in writing and as shall be required in connection with any Registration, qualification or compliance referred to in this Article 2. Each Holder agrees, if requested in writing by PubCo, to represent to PubCo the total number of Registrable Securities held by such Holder in order for PubCo to make determinations under this A&R Registration Rights Agreement, including for purposes of Section 2.9 hereof. Notwithstanding anything to the contrary contained in this A&R Registration Rights Agreement, if any Holder does not provide PubCo with information requested pursuant to this Section 2.7, PubCo may exclude such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if PubCo determines, based on the advice of outside counsel, that such information is necessary to effect the Registration and such Holder continues thereafter to withhold such information. No Person may participate in any Underwritten Offering of Equity Securities of PubCo pursuant to a Registration under this A&R Registration Rights Agreement unless such Person completes and executes all customary questionnaires, powers of attorney, custody agreements, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements. Subject to the minimum thresholds set forth in Section 2.1(d)(ii) and Section 2.2(a) of this A&R Registration Rights Agreement, the exclusion of a Holder’s Registrable Securities as a result of this Section 2.7 shall not affect the registration of the other Registrable Securities to be included in such Registration.
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Section 2.8 Delay of Registration. No Holder shall have any right to obtain, and hereby waives any right to seek, an injunction restraining or otherwise delaying any such Registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Article 2.
Section 2.9 Rule 144 Reporting. As long as any Holder shall own Registrable Securities, PubCo, at all times while it shall be a reporting company under the Exchange Act, covenants to use its commercially reasonable efforts to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by PubCo after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. Upon the request of any Holder, PubCo shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements. PubCo further covenants that in connection with any sale or other disposition of the Registrable Securities, subject to applicable law, it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to resell or otherwise dispose of shares of Registrable Securities held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the SEC), including assisting with the removal of any legends included on the Registrable Securities upon the resale of such Registrable Securities in accordance with the provisions of Rule 144; provided that PubCo and the transfer agent shall have received such customary representations and other documentation reasonably acceptable to PubCo and the transfer agent in connection therewith including, but not limited to, customary representations that such Registrable Securities are being sold in accordance with Rule 144. PubCo shall be responsible for the fees of its transfer agent and all DTC fees associated with such issuance.
Section 2.10 “Market Stand Off” Agreement. Each Holder, other than the Investors, hereby agrees with PubCo that, in connection with any Underwritten Offerings, during such period (which period shall in no event exceed ninety (90) days) from the date of pricing, or, if not applicable, following the effective date of a Registration Statement of PubCo (or, in the case of an Underwritten Shelf Take-Down, the date of the filing of a preliminary Prospectus or Prospectus supplement relating to such Underwritten Offering (or if there is no such filing, the first contemporaneous press release announcing commencement of such Underwritten Offering)), as the Company or the Holders (excluding the Investors) that own a majority of the Registrable Securities participating in such Underwritten Offering may agree to with the Underwriter or Underwriters of such Underwritten Offering (a “Market Stand-Off Period”), such Holder and its Affiliates shall not Transfer (other than to donees who agree to be similarly bound) any Registrable Securities held by it at any time during such period except Registrable Securities included in such Registration. In connection with any Underwritten Offering contemplated by this Section 2.10, PubCo shall use commercially reasonable efforts to cause each director and executive officer of PubCo to execute a customary lock-up for the Market Stand-Off Period. Each Holder, other than the Investors, agrees with PubCo that it shall deliver to the Underwriter or Underwriters for any such Underwritten Offering a customary lock-up agreement (with customary terms, conditions and exceptions) that is substantially similar to the agreement delivered to the Underwriter or Underwriters by the Holders that own a majority of the Registrable Securities participating in such Registration reflecting their agreement set forth in this Section 2.10; provided, that such agreement shall not be materially more restrictive than any similar agreement entered into by PubCo’s directors and executive officers participating in such Underwritten Offering; provided, further, that such agreement shall provide that any early release of any Holder from the provisions of the terms of such agreement shall be on a pro rata basis among all Holders. For the avoidance of doubt, references to “Holder” in this Section 2.10 do not include the Investors holding Investment Securities.
Section 2.11 Foreign Private Issuer Status. As of such time as PubCo ceases to be a “foreign private issuer” (as defined in Rule 12b-2 under the Exchange Act), (a) all references in this A&R Registration Rights Agreement to a Form F-1 shall thereafter be deemed to refer to a shelf registration on Form S-1 (or any successor form) and (b) all references in this A&R Registration Rights Agreement to a Form F-3 shall thereafter be deemed to refer to a shelf registration on Form S-3 (or any successor form).
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Section 2.12 Other Obligations. In connection with a Transfer of Registrable Securities pursuant to an effective Registration Statement with a current Prospectus, PubCo shall, subject to applicable Law, as interpreted by PubCo with the advice of counsel, and the receipt of any customary documentation required from the applicable Holders in connection therewith, (a) promptly instruct its transfer agent to remove any restrictive legends applicable to the Registrable Securities being Transferred and (b) in connection with a sale of the Registrable Securities, use its commercially reasonable efforts to cause its legal counsel to deliver the necessary legal opinions, if any, to the transfer agent in connection with the instruction under clause (a). In addition, PubCo shall cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with the aforementioned Transfers; provided, however, that PubCo shall have no obligation to participate in any “road shows” or assist with the preparation of any offering memoranda or related documentation with respect to any Transfer of Registrable Securities in any transaction that does not constitute an Underwritten Offering; provided further that the Company and the Transfer Agent shall have received such customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith including, but not limited to, customary representations from the Holders that such Registrable Securities have been sold or transferred pursuant to an effective Registration Statement with a current Prospectus, pursuant to the plan of distribution set forth in such Prospectus.
Section 2.13 Term. Article 2 shall terminate on the earlier of (i) the fifth (5th) anniversary of the date of this A&R Registration Rights Agreement and (ii) with respect to any Holder, on the date that such Holder no longer holds any Registrable Securities. The provisions of Section 2.6 shall survive any such termination with respect to such Holder.
Section 2.14 Other Registration Rights. Other than the registration rights set forth in the Original RRA and in the Subscription Agreements, PubCo represents and warrants that no Person, other than a Holder of Registrable Securities pursuant to this A&R Registration Rights Agreement, has any right to require PubCo to register any securities of PubCo for sale or to include such securities of PubCo in any Registration Statement filed by PubCo for the sale of securities for its own account or for the account of any other Person. Further, each of PubCo and the Sponsor represents and warrants that this A&R Registration Rights Agreement supersedes any other registration rights agreement or agreement (including the Original RRA), among any of the relevant parties; other than, in respect of any Holders who are also party to the Subscription Agreements, the Subscription Agreements.
Section 2.15 Termination of Original RRA. Upon the Closing, PubCo and the Sponsor hereby agree that the Original RRA and all of the respective rights and obligations of the parties thereunder are hereby terminated in their entirety and shall be of no further force or effect. Sponsor hereby covenants that on or prior to the Closing Date, the Original RRA shall have been terminated.
Article 3
GENERAL PROVISIONS
Section 3.1 Assignment; Successors and Assigns; No Third-Party Beneficiaries.
(a) Except as otherwise permitted pursuant to this A&R Registration Rights Agreement, no Party may assign such Party’s rights and obligations under this A&R Registration Rights Agreement, in whole or in part, without the prior written consent of PubCo. Any such assignee may not again assign those rights, other than in accordance with this Article 3. Any attempted assignment of rights or obligations in violation of this Article 3 shall be null and void.
(b) Notwithstanding anything to the contrary contained in this A&R Registration Rights Agreement (other than the succeeding sentence of this Section 3.1(b)), (i) prior to the expiration of the Lock-Up Period, a Holder may not Transfer such Holder’s rights or obligations under this A&R Registration Rights Agreement in connection with a Transfer of such Holder’s Registrable Securities, in whole or in part, except in connection with a Transfer permitted pursuant to the Lock-Up Agreements; and (ii) after the expiration of the Lock-Up restrictions in the Lock-Up Agreements with respect to any Registrable Securities held by a Holder, a Holder may Transfer such Holder’s rights or obligations under this A&R Registration Rights Agreement in connection with a Transfer of such Registrable Securities, in whole or in part, to (x) any of such Holder’s Permitted Transferees, or (y) any Person with the prior written consent of PubCo. Any Transferee of Registrable Securities (other than pursuant to an effective registration statement under the Securities Act or pursuant to a Rule 144 transaction) shall, except as otherwise expressly stated herein, have all the rights and be subject to all of the obligations of the Transferor Holder under this A&R Registration Rights Agreement following its execution and delivery of a joinder in the form attached to this A&R Registration Rights Agreement as Exhibit B, which shall be required at the time of and as a condition to such Transfer. No Transfer of Registrable Securities by a Holder shall be registered on PubCo’s books and records, and such Transfer of Registrable Securities shall be null and void and not otherwise effective, unless any such Transfer is made in accordance with the terms and conditions of this A&R Registration Rights Agreement, and PubCo is hereby authorized by all of the Holders to enter appropriate stop transfer notations on its transfer records to give effect to this A&R Registration Rights Agreement.
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(c) All of the terms and provisions of this A&R Registration Rights Agreement shall be binding upon the Parties and their respective successors, assigns, heirs and Representatives, but shall inure to the benefit of and be enforceable by the successors, assigns, heirs and Representatives of any Party only to the extent that they are permitted successors, heirs and Representatives pursuant to the terms of this A&R Registration Rights Agreement.
(d) Nothing in this A&R Registration Rights Agreement, express or implied, is intended to confer upon any Party, other than the Parties and their respective permitted successors, assigns, heirs and Representatives, any rights or remedies under this A&R Registration Rights Agreement or otherwise create any third party beneficiary hereto.
Section 3.2 Termination. Article 2 of this A&R Registration Rights Agreement shall terminate as set forth in Section 2.13. The remainder of this A&R Registration Rights Agreement shall terminate automatically (without any action by any Party) as to each Holder when such Holder, following the Closing Date, ceases to Beneficially Own any Registrable Securities. Notwithstanding anything herein to the contrary, in the event the Business Combination Agreement terminates in accordance with its terms prior to the Closing, this A&R Registration Rights Agreement shall automatically terminate and be of no further force or effect, without any further action required by the Parties.
Section 3.3 Severability. If any provision of this A&R Registration Rights Agreement is determined to be invalid, illegal or unenforceable by any Governmental Entity, the remaining provisions of this A&R Registration Rights Agreement, to the extent permitted by Law shall remain in full force and effect.
Section 3.4 Entire Agreement; Amendments; No Waiver.
(a) This A&R Registration Rights Agreement, together with the Exhibits to this A&R Registration Rights Agreement, the Business Combination Agreement and all other Additional Agreements (as such term is defined in the Business Combination Agreement), constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and discussions, whether oral or written, relating to such subject matter in any way, including the Original RRA, and there are no warranties, representations or other agreements among the Parties in connection with such subject matter except as set forth in this A&R Registration Rights Agreement and therein.
(b) No provision of this A&R Registration Rights Agreement may be amended or modified in whole or in part at any time without the express written consent of PubCo and the Holders holding in the aggregate more than fifty percent (50%) of the Registrable Securities Beneficially Owned by the Holders; provided that any such amendment or modification that adversely affects any right granted to a Holder, solely in their capacity as a holder of the shares of capital stock of PubCo, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected.
(c) No waiver of any provision or default under, nor consent to any exception to, the terms of this A&R Registration Rights Agreement shall be effective unless in writing and signed by the Party to be bound and then only to the specific purpose, extent and instance so provided.
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Section 3.5 Counterparts; Electronic Delivery. This A&R Registration Rights Agreement and any other agreements, certificates, instruments and documents delivered pursuant to this A&R Registration Rights Agreement may be executed and delivered in one or more counterparts and by fax, email or other electronic transmission, each of which shall be deemed an original and all of which shall be considered one and the same agreement. No Party shall raise the use of a fax machine or email to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a fax machine or email as a defense to the formation or enforceability of a contract and each Party forever waives any such defense. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this A&R Registration Rights Agreement or any document to be signed in connection with this A&R Registration Rights Agreement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.
Section 3.6 Notices. All notices, demands and other communications to be given or delivered under this A&R Registration Rights Agreement shall be in writing and shall be deemed to have been given (a) when personally delivered (or, if delivery is refused, upon presentment) or received by email (with confirmation of transmission) prior to 6:00 p.m. CET on a Business Day and, if otherwise, on the next Business Day, (b) one (1) Business Day following sending by reputable overnight express courier (charges prepaid) or (c) three (3) calendar days following mailing by certified or registered mail, postage prepaid and return receipt requested. Unless another address is specified in writing pursuant to the provisions of this Section 3.6, notices, demands and other communications shall be sent to the addresses indicated below or on the receiving party’s signature page:
| if to PubCo, to: | ||
|---|---|---|
| Pasqal Holding SA | ||
| 24 Av. Emile Baudot | ||
| 91120 Palaiseau | ||
| France | ||
| Attention: | Wasiq Bokhari | |
| Loïc Henriet | ||
| Charline Stonehouse | ||
| Email: | [email protected] | |
| [email protected] | ||
| [email protected] | ||
| with a copy (which shall not constitute notice) to: | ||
| Orrick, Herrington & Sutcliffe LLP | ||
| 61 rue des Belles Feuilles | ||
| Paris 75116 | ||
| France | ||
| Attn: | Yves Lepage | |
| Email: | [email protected] | |
| and | ||
| Orrick, Herrington & Sutcliffe LLP | ||
| 51 W 52nd St | ||
| New York, New York 10019 | ||
| Attn: | Albert Vanderlaan | |
| Marsha Mogilevich | ||
| Email: | [email protected] | |
| [email protected] |
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| if<br>to the Sponsor, to: | |||
|---|---|---|---|
| Bleichroeder<br>Sponsor 2 LLC | |||
| 1345<br>Avenue of the Americas | |||
| Fl<br>47 | |||
| New<br>York, NY 10105 | |||
| Attn: | Andrew<br>Gundlach, Chief Executive Officer | ||
| Email: | [email protected] | ||
| with<br>a copy (which shall not constitute notice) to: | |||
| Reed<br>Smith LLP | |||
| 2850<br>N. Harwood Street, Suite 1500 | |||
| Dallas,<br>TX 75201 | |||
| Attn: | Lynwood<br>E. Reinhardt Jr., Esq. | ||
| Jocelyne<br>E. Kelly | |||
| Email: | [email protected] | ||
| [email protected] |
Section 3.7 Governing Law; Waiver of Jury Trial; Jurisdiction. The Law of the State of Delaware shall govern (a) all Actions, claims or matters related to or arising from this A&R Registration Rights Agreement (including any tort or non-contractual claims) and (b) any questions concerning the construction, interpretation, validity and enforceability of this A&R Registration Rights Agreement, and the performance of the obligations imposed by this A&R Registration Rights Agreement, in each case without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the State of Delaware. EACH PARTY TO THIS A&R REGISTRATION RIGHTS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS A&R REGISTRATION RIGHTS AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS A&R REGISTRATION RIGHTS AGREEMENT AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES UNDER THIS A&R REGISTRATION RIGHTS AGREEMENT. THE PARTIES FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH SUCH PARTY’S LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES SUCH PARTY’S JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. Each of the Parties submits to the exclusive jurisdiction of first, the Chancery Court of the State of Delaware or if such court declines jurisdiction, then to the Federal District Court for the District of Delaware, in any Action arising out of or relating to this A&R Registration Rights Agreement, agrees that all claims in respect of the Action shall be heard and determined in any such court and agrees not to bring any Action arising out of or relating to this A&R Registration Rights Agreement in any other courts. Each Party irrevocably consents to the service of process in any such Action by the mailing of copies thereof by registered or certified mail, postage prepaid, to such Party, at its address for notices as provided in Section 3.6 of this A&R Registration Rights Agreement, such service to become effective ten (10) Business Days after such mailing. Each Party hereby irrevocably waives any objection to such service of process and further irrevocably waives and agrees not to plead or claim in any Action commenced hereunder or under any other documents contemplated hereby that service of process was in any way invalid or ineffective. Nothing in this Section 3.7, however, shall affect the right of any Party to serve legal process in any other manner permitted by Law or at equity; provided, that each of the Parties hereby waives any right it may have under the Laws of any jurisdiction to commence by publication any Action with respect to this A&R Registration Rights Agreement. To the fullest extent permitted by applicable Law, each of the Parties hereby irrevocably waives any objection it may now or hereafter have to the laying of venue of any Action arising out of or relating to this in any of the courts referred to in this Section 3.7 and hereby further irrevocably waives and agrees not to plead or claim that any such court is not a convenient forum for any such Action. Each Party agrees that a final judgment in any Action so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by Law or at equity, in any jurisdiction.
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Section 3.8 Specific Performance. Each Party hereby agrees and acknowledges that it may be impossible to measure in money the damages that would be suffered if the Parties fail to comply with any of the obligations imposed on them by this A&R Registration Rights Agreement and that, in the event of any such failure, an aggrieved Party will be irreparably damaged and will not have an adequate remedy at Law. Any such Party may, therefore, be entitled (in addition to any other remedy to which such Party may be entitled at Law or in equity) to seek injunctive relief, including specific performance, to enforce such obligations, without the posting of any bond.
Section 3.9 Consents, Approvals and Actions. If any consent, approval or action of the Company Shareholders is required at any time pursuant to this A&R Registration Rights Agreement, such consent, approval or action shall be deemed given if the holders of a majority of the outstanding Equity Securities of PubCo held by the Company Shareholders at such time provide such consent, approval or action in writing at such time.
Section 3.10 Not a Group; Independent Nature of Holders’ Obligations and Rights. The Holders and PubCo agree that the arrangements contemplated by this A&R Registration Rights Agreement are not intended to constitute the formation of a “group” (as defined in Section 13(d)(3) of the Exchange Act). Each Holder agrees that, for purposes of determining beneficial ownership of such Holder, it shall disclaim any beneficial ownership by virtue of this A&R Registration Rights Agreement of PubCo’s Equity Securities owned by the other Holders, and PubCo agrees to recognize such disclaimer in its Exchange Act and Securities Act reports. The obligations of each Holder under this A&R Registration Rights Agreement are several and not joint with the obligations of any other Holder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under this A&R Registration Rights Agreement. Nothing contained herein, and no action taken by any Holder pursuant hereto, shall be deemed to constitute the Holders as, and PubCo acknowledges that the Holders do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this A&R Registration Rights Agreement, and PubCo acknowledges that the Holders are not acting in concert or as a group, and PubCo shall not assert any such claim, with respect to such obligations or the transactions contemplated by this A&R Registration Rights Agreement. The decision of each Holder to enter into this A&R Registration Rights Agreement has been made by such Holder independently of any other Holder. Each Holder acknowledges that no other Holder has acted as agent for such Holder in connection with such Holder making its investment in PubCo and that no other Holder will be acting as agent of such Holder in connection with monitoring such Holder’s investment in the PubCo Shares or enforcing its rights under this A&R Registration Rights Agreement. PubCo and each Holder confirms that each Holder has had the opportunity to independently participate with PubCo and its subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this A&R Registration Rights Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the rights and obligations contemplated hereby was solely in the control of PubCo, not the action or decision of any Holder, and was done solely for the convenience of PubCo and its subsidiaries and not because it was required to do so by any Holder. It is expressly understood and agreed that each provision contained in this A&R Registration Rights Agreement is between PubCo and a Holder, solely, and not between PubCo and the Holders collectively and not between and among the Holders.
Section 3.11 Representations and Warranties of the Parties. Each of the Parties hereby represents and warrants to each of the other Parties as follows:
(a) Such Party, to the extent applicable, is duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has all requisite power and authority to conduct its business as it is now being conducted and is proposed to be conducted.
(b) Such Party has the full power, authority and legal right to execute, deliver and perform this A&R Registration Rights Agreement. The execution, delivery and performance of this A&R Registration Rights Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Party. This A&R Registration Rights Agreement has been duly executed and delivered by such Party and constitutes their legal, valid and binding obligation, enforceable against it, him or her in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally.
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(c) The execution and delivery by such Party of this A&R Registration Rights Agreement, the performance by such Party of their obligations hereunder by such Party does not and will not violate (i) in the case of Parties who are not individuals, any provision of its by-laws, charter, articles of association, partnership agreement or other similar organizational document, (ii) any provision of any material agreement to which it, he or she is a Party or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subject.
(d) Such Party is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Party’s ability to enter into this A&R Registration Rights Agreement or to perform their obligations hereunder.
(e) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Party to enter into this A&R Registration Rights Agreement or to perform their obligations hereunder.
Section 3.12 No Third-Party Liabilities. This A&R Registration Rights Agreement may only be enforced against the named parties hereto. All claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to any of this A&R Registration Rights Agreement, or the negotiation, execution or performance of this A&R Registration Rights Agreement (including any representation or warranty made in or in connection with this A&R Registration Rights Agreement or as an inducement to enter into this A&R Registration Rights Agreement), may be made only against the Persons that are expressly identified as parties hereto, as applicable; and no past, present or future direct or indirect director, officer, employee, incorporator, member, partner, stockholder, Affiliate, portfolio company in which any such Party or any of its investment fund Affiliates have made a debt or equity investment (and vice versa), agent, attorney or Representative of any Party hereto (including any Person negotiating or executing this A&R Registration Rights Agreement on behalf of a Party hereto), unless a Party to this A&R Registration Rights Agreement, shall have any liability or obligation with respect to this A&R Registration Rights Agreement or with respect any claim or cause of action (whether in contract or tort) that may arise out of or relate to this A&R Registration Rights Agreement, or the negotiation, execution or performance of this A&R Registration Rights Agreement (including a representation or warranty made in or in connection with this A&R Registration Rights Agreement or as an inducement to enter into this A&R Registration Rights Agreement).
Section 3.13 Legends. Without limiting the obligations of PubCo set forth in Section 2.11, each of the Holders acknowledges that (i) no Transfer, hypothecation or assignment of any Registrable Securities Beneficially Owned by such Holder may be made except in compliance with applicable federal and state securities laws and (ii) PubCo shall (x) place customary restrictive legends on the certificates or book entries representing the Registrable Securities subject to this A&R Registration Rights Agreement and (y) remove such restrictive legends as contemplated by Section 2.9 and Section 2.12 hereof as well as at the time the applicable Transfer and other restrictions contemplated thereby are no longer applicable to the Registrable Securities represented by such certificates or book entries.
Section 3.14 Adjustments. If there are any changes in the PubCo Shares as a result of stock split, stock dividend, combination or reclassification, or through merger, consolidation, recapitalization or other similar event, appropriate adjustment shall be made in the provisions of this A&R Registration Rights Agreement, as may be required, so that the rights, privileges, duties and obligations under this A&R Registration Rights Agreement shall continue with respect to the PubCo Shares as so changed.
(Signature Pages Follow)
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IN WITNESS WHEREOF, each of the Parties has duly executed this A&R Registration Rights Agreement as of the Effective Date.
| PASQAL HOLDING SA | |
|---|---|
| By: | /s/ Wasiq Bokhari |
| Name: | Wasiq Bokhari |
| Title: | Chief Executive Officer |
[Signature Page to A&R Registration Rights Agreement]
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| SPONSOR: | |
|---|---|
| BLEICHROEDER SPONSOR 2 LLC | |
| By: Bleichroeder Manager 2 LLC, the Managing Member | |
| By: | /s/ Andrew Gundlach |
| Name: | Andrew Gundlach |
| Title: | Managing Member of Bleichroeder Manager 2 LLC |
[Signature Page to A&R Registration Rights Agreement]
27
| SPONSOR: | |
|---|---|
| BLEICHROEDER SPONSOR 2 LLC | |
| By: BLEICHROEDER MANAGER II LLC, as managing member of BLEICHROEDER SPONSOR 2 LLC | |
| By: MC Advisory L.L.C-FZ, as co-Managing Member of BLEICHROEDER MANAGER II LLC | |
| By: | /s/ Michel Combes |
| Name: | Michel Combes |
| Title: | Manager |
[Signature Page to A&R Registration Rights Agreement]
28
| COMPANY SHAREHOLDERS: | |
|---|---|
| By: | /s/ Cyrus Colmcille Claffey |
| Name: | Cyrus Colmcille Claffey |
[Signature Page to A&R Registration Rights Agreement]
29
| COMPANY SHAREHOLDERS: | |
|---|---|
| Runa Capital Fund III, L.P. | |
| By: | /s/ Gary Carr |
| Name: | Gary Carr |
| Title: | Director |
[Signature Page to A&R Registration Rights Agreement]
30
| COMPANY SHAREHOLDERS: | |
|---|---|
| By: | /s/ Antoine Browaeys |
| Name: | Antoine Browaeys |
[Signature Page to A&R Registration Rights Agreement]
31
| COMPANY SHAREHOLDERS: | |
|---|---|
| FPS FONDS INNOVATION DEFENSE | |
| Represented by: Bpifrance Investissement | |
| By: | /s/ Nicolas Berdou |
| Name: | Nicolas Berdou |
| Title: | Senior Investment Director |
[Signature Page to A&R Registration Rights Agreement]
32
| COMPANY SHAREHOLDERS: | |
|---|---|
| EIC Fund | |
| By: | /s/ Alain Delobbe |
| Name: | Alain Delobbe |
| Title: | Conducting Officer and Board Member |
| By: | /s/ Vivek Belani |
| Name: | Vivek Belani |
| Title: | Conducting Officer and Senior Portfolio Manager |
[Signature Page to A&R Registration Rights Agreement]
33
| COMPANY SHAREHOLDERS: | |
|---|---|
| Franklin Investments Pte. Ltd (Temasek) | |
| By: | /s/ Russell Tham |
| Name: | Russell Tham |
| Title: | Head, Emerging Tech |
[Signature Page to A&R Registration Rights Agreement]
34
| COMPANY SHAREHOLDERS: | |
|---|---|
| Rosa Investments Pte. Ltd. | |
| By: | /s/ Russell Tham |
| Name: | Russell Tham |
| Title: | Head, Emerging Tech |
[Signature Page to A&R Registration Rights Agreement]
35
| COMPANY SHAREHOLDERS: | |
|---|---|
| QUANTONATION 1 | |
| By: | /s/ Olivier Tonneau |
| Name: | Olivier Tonneau |
| Title: | CEO |
[Signature Page to A&R Registration Rights Agreement]
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| COMPANY SHAREHOLDERS: | |
|---|---|
| Quantonation Co-Investment SPV I, LLC | |
| By: | /s/ Olivier Tonneau |
| Name: | Olivier Tonneau |
| Title: | CEO |
[Signature Page to A&R Registration Rights Agreement]
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| COMPANY SHAREHOLDERS: | |
|---|---|
| FPCI Quantonation Co-Investment SPV II, LLC | |
| By: | /s/ Olivier Tonneau |
| Name: | Olivier Tonneau |
| Title: | CEO |
[Signature Page to A&R Registration Rights Agreement]
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| COMPANY SHAREHOLDERS: | |
|---|---|
| INVESTIQO | |
| By: | /s/ Christophe Jurczak |
| Name: | Christophe Jurczak |
| Title: | Président |
[Signature Page to A&R Registration Rights Agreement]
39
| COMPANY SHAREHOLDERS: | |
|---|---|
| By: | /s/ Antoine Theysset |
| Name: | Antoine Theysset |
| Title: | Director |
[Signature Page to A&R Registration Rights Agreement]
40
| COMPANY SHAREHOLDERS: | |
|---|---|
| By: | /s/ Robert Folino |
| Name: | Robert Folino |
| Title: | Chief Financial Officer |
[Signature Page to A&R Registration Rights Agreement]
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| COMPANY SHAREHOLDERS: | |
|---|---|
| By: | /s/ Kathy Savitt |
| Name: | Kathy Savitt |
| Title: | Director |
[Signature Page to A&R Registration Rights Agreement]
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| COMPANY SHAREHOLDERS: | |
|---|---|
| By: | /s/ Clemence Rasigni |
| Name: | Clemence Rasigni |
| Title: | Director |
[Signature Page to A&R Registration Rights Agreement]
43
| COMPANY SHAREHOLDERS: | |
|---|---|
| By: | /s/ Philippe Nyssen |
| Name: | Philippe Nyssen |
| Title: | Director |
[Signature Page to A&R Registration Rights Agreement]
44
| COMPANY SHAREHOLDERS: | |
|---|---|
| Clear Street LLC | |
| By: | /s/ Ryan J Gerety |
| Name: | Ryan J Gerety |
| Title: | Managing Director |
[Signature Page to A&R Registration Rights Agreement]
45
| COMPANY SHAREHOLDERS: | |
|---|---|
| Bleichroeder Manager 2 LLC | |
| By: | /s/ Andrew Gundlach |
| Name: | Andrew Gundlach |
| Title: | Managing Director |
[Signature Page to A&R Registration Rights Agreement]
46
| COMPANY SHAREHOLDERS: | |
|---|---|
| Bleichroeder Manager 2 LLC | |
| By: MC Advisory L.L.C-FZ, as co-Managing Member | |
| By: | /s/ Michel Combes |
| Name: | Michel Combes |
| Title: | Manager |
[Signature Page to A&R Registration Rights Agreement]
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| COMPANY SHAREHOLDERS: | |
|---|---|
| The ASG 2019 Irrevocable Trust | |
| By: | /s/ Andrew Gundlach |
| Name: | Andrew Gundlach |
| Title: | Trustee |
[Signature Page to A&R Registration Rights Agreement]
48
| COMPANY SHAREHOLDERS: | |
|---|---|
| By: | /s/ Andrew Gundlach |
| Name: | Andrew Gundlach |
| Title: | Executive Chairman |
[Signature Page to A&R Registration Rights Agreement]V
49
| COMPANY SHAREHOLDERS: | |
|---|---|
| By: | /s/ Marcello Padula |
| Name: | Marcello Padula |
| Title: | Chief Executive Officer and Chief Operating Officer |
[Signature Page to A&R Registration Rights Agreement]
50
| COMPANY SHAREHOLDERS: | |
|---|---|
| Cohen & Company Securities, LLC | |
| By: | /s/ Jerry Serowik |
| Name: | Jerry Serowik |
| Title: | Head of Cohen & Company Capital Markets |
[Signature Page to A&R Registration Rights Agreement]
51
| COMPANY SHAREHOLDERS: | |
|---|---|
| MC Advisory L.L.C-FZ | |
| By: | /s/ Michel Combes |
| Name: | Michel Combes |
| Title: | Manager |
[Signature Page to A&R Registration Rights Agreement]
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| COMPANY SHAREHOLDERS: | |
|---|---|
| Encore Issuances S.A. acting in respect of its Compartment 204 | |
| By: | /s/ Adriaan Weber |
| Name: | Adriaan Weber |
| Title: | B-Director |
[Signature Page to A&R Registration Rights Agreement]
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| COMPANY SHAREHOLDERS: | |
|---|---|
| By: | /s/ Nicolas Salloum |
| Name: | Nicolas Salloum |
[Signature Page to A&R Registration Rights Agreement]
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| COMPANY SHAREHOLDERS: | |
|---|---|
| By: | /s/ Lionel Martellini |
| Name: | Lionel Martellini |
[Signature Page to A&R Registration Rights Agreement]
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| COMPANY SHAREHOLDERS: | |
|---|---|
| By: | /s/ Michael M Kellen |
| Name: | Michael M Kellen |
| Title: | President |
[Signature Page to A&R Registration Rights Agreement]
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| COMPANY SHAREHOLDERS: | |
|---|---|
| Société de gestion S.A.G.E.S. | |
| By: | /s/ Société de gestion S.A.G.E.S. |
| Name: | Société de gestion S.A.G.E.S. |
[Signature Page to A&R Registration Rights Agreement]
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| INSIDERS: | |
|---|---|
| By: | /s/ Wasiq Bokhari |
| Name: | Wasiq Bokhari |
| Title: | CEO |
[Signature Page to A&R Registration Rights Agreement]
58
| INSIDERS: | |
|---|---|
| By: | /s/ Loic Henry |
| Name: | Loic Henry |
| Title: | CTO |
[Signature Page to A&R Registration Rights Agreement]
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| INSIDERS: | |
|---|---|
| By: | /s/ Alain Aspect |
| Name: | Alain Aspect |
| Title: | Professor |
[Signature Page to A&R Registration Rights Agreement]
60
| INSIDERS: | |
|---|---|
| By: | /s/ Georges-Olivier Reymond |
| Name: | Georges-Olivier Reymond |
| Title: | Doctor |
[Signature Page to A&R Registration Rights Agreement]
61
| INVESTORS: | |
|---|---|
| CONTINENTAL GENERAL INSURANCE COMPANY | |
| By: | /s/ Hugh Malone |
| Name: | Hugh Malone |
| Title: | Managing Director, Investments |
[Signature Page to A&R Registration Rights Agreement]
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| INVESTORS: | |
|---|---|
| INFLECTION POINT FUND I, LP | |
| By: | /s/ Mike Blitzer |
| Name: | Mike Blitzer |
| Title: | Managing Partner |
[Signature Page to A&R Registration Rights Agreement]
63
| INVESTORS: | |
|---|---|
| SCIENCE & TECHNOLOGY PARTNERS, L.P. | |
| By: | /s/ Erika Klauer |
| Name: | Erika Klauer |
| Title: | Chief Investment Officer |
[Signature Page to A&R Registration Rights Agreement]
64
| INVESTORS: | |
|---|---|
| ALYESKA MASTER FUND, L.P. | |
| By: | /s/ Jason Bragg |
| Name: | Jason Bragg |
| Title: | CFO, Alyeska Investment Group, LP, investment adviser to Alyeska Master Fund, L.P. |
[Signature Page to A&R Registration Rights Agreement]
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| INVESTORS: | |
|---|---|
| ALTO OPPORTUNITY MASTER FUND, SPC – SEGREGATED MASTER PORTFOLIO B | |
| By: | /s/ Waqas Khatri |
| Name: | Waqas Khatri |
| Title: | Director |
[Signature Page to A&R Registration Rights Agreement]
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| INVESTORS: | |
|---|---|
| FPS BPIFRANCE INNOVATION I, COMPARTIMENT LARGE VENTURE 2 | |
| Represented by: BPIFRANCE INVESTISSEMENT | |
| By: | /s/ Nicolas Berdou |
| Name: | Nicolas Berdou |
| Title: | Senior Investment Director |
[Signature Page to A&R Registration Rights Agreement]
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Exhibit A
Form of Joinder
This Joinder (this “Joinder”) to the Amended and Restated Registration Rights Agreement, made as of ____, is executed by ____ (“Joining Company Shareholder”).
WHEREAS, pursuant to the Business Combination Agreement, Joining Company Shareholder will receive PubCo Shares; and
WHEREAS, Joining Company Shareholder is required to become a party to that certain Amended and Restated Registration Rights Agreement, dated as of August 27, 2026, among Pasqal Holding SA, a société anonyme formed under the laws of the Republic of France (“PubCo”), and the other persons party thereto (the “A&R Registration Rights Agreement”) by executing and delivering this Joinder, whereupon such Joining Company Shareholder will be treated as a Party (with the same rights and obligations as other Holders party thereto) for all purposes of the A&R Registration Agreement.
NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:
Section 1. Definitions. To the extent capitalized words used in this Joinder are not defined in this Joinder, such words shall have the respective meanings set forth in the A&R Registration Rights Agreement.
Section 2. Joinder. Joining Company Shareholder hereby acknowledges and agrees that (a) such Joining Company Shareholder has received and read the A&R Registration Rights Agreement, and (b) such Joining Company Shareholder will be treated as a Party (with the same rights and obligations as other Holders party thereto) for all purposes of the A&R Registration Rights Agreement.
Section 3. Notice. Any notice, demand or other communication under the A&R Registration Rights Agreement to Joining Company Shareholder shall be given to Joining Company Shareholder at the address set forth on the signature page hereto in accordance with Section 3.6 of the A&R Registration Rights Agreement.
Section 4. Governing Law. This Joinder shall be governed by and construed in accordance with the law of the State of Delaware.
Section 5. Counterparts; Electronic Delivery. This Joinder may be executed and delivered in one or more counterparts, by fax, email or other electronic transmission, each of which shall be deemed an original and all of which shall be considered one and the same agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Joinder or any document to be signed in connection with this Joinder shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.
(signature page follows)
Exhibit A-1
IN WITNESS WHEREOF, this Joinder has been duly executed and delivered by the parties as of the date first above written.
| JOINING COMPANY SHAREHOLDER: | ||
|---|---|---|
| [____] | ||
| By: | ||
| Name: | [____] | |
| Title: | [____] | |
| Email: | ||
| Mailing Address: | ||
| --- |
Exhibit A-2
Exhibit B
Form of Joinder
This Joinder (this “Joinder”) to the A&R Registration Rights Agreement, made as of August 27, 2026, is between ____ (“Transferor”) and ____ (“Transferee”).
WHEREAS, as of the date hereof, Transferee is acquiring Registrable Securities (the “Acquired Interests”) from Transferor;
WHEREAS, Transferor is a party to that certain A&R Registration Rights Agreement, dated as of August 27, 2026, among Pasqal Holding SA, a société anonyme formed under the laws of the Republic of France (“PubCo”), and the other persons party thereto (the “A&R Registration Rights Agreement”); and
WHEREAS, Transferee is required, at the time of and as a condition to such Transfer, to become a party to the A&R Registration Rights Agreement by executing and delivering this Joinder, whereupon such Transferee will be treated as a Party (with the same rights and obligations as the Transferor) for all purposes of the A&R Registration Rights Agreement.
NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:
Section 1. Definitions. To the extent capitalized words used in this Joinder are not defined in this Joinder, such words shall have the respective meanings set forth in the A&R Registration Rights Agreement.
Section 2. Acquisition. The Transferor hereby Transfers to the Transferee all of the Acquired Interests.
Section 3. Joinder. Transferee hereby acknowledges and agrees that (a) such Transferee has received and read the A&R Registration Rights Agreement, (b) such Transferee is acquiring the Acquired Interests in accordance with and subject to the terms and conditions of the A&R Registration Rights Agreement and (c) such Transferee will be treated as a Party (with the same rights and obligations as the Transferor) for all purposes of the A&R Registration Rights Agreement.
Section 4. Notice. Any notice, demand or other communication under the A&R Registration Rights Agreement to Transferee shall be given to Transferee at the address set forth on the signature page hereto in accordance with Section 3.6 of the A&R Registration Rights Agreement.
Section 5. Governing Law. This Joinder shall be governed by and construed in accordance with the law of the State of Delaware.
Section 6. Counterparts; Electronic Delivery. This Joinder may be executed and delivered in one or more counterparts, by fax, email or other electronic transmission, each of which shall be deemed an original and all of which shall be considered one and the same agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Joinder or any document to be signed in connection with this Joinder shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.
Exhibit B-1
IN WITNESS WHEREOF, this Joinder has been duly executed and delivered by the parties as of the date first above written.
| TRANSFEROR: | ||
|---|---|---|
| [____] | ||
| By: | ||
| Name: | [____] | |
| Title: | [____] | |
| Email: | ||
| Mailing Address: | ||
| --- | ||
| TRANSFEREE: | ||
| --- | --- | --- |
| [____] | ||
| By: | ||
| Name: | [____] | |
| Title: | [____] | |
| Email: | ||
| Mailing Address: | ||
| --- |
Exhibit B-2
Exhibit 4.13
August 27, 2026
To:
Bpifrance Investissement
6-8 Boulevard Haussmann
75009 Paris - France
Re: Undertaking Letter Relating to Board Representation Rights
Dear Sirs and Madams,
We refer to the holding of ordinary shares (the “Ordinary Shares”) of Pasqal Holding SA (the “Company”) by certain investors, including Bpifrance Investissement, Bpifrance Participations, Bpifrance S.A., certain entities affiliated with them or managed or advised by Bpifrance Investissement, Caisse des Dépôts et Consignations, the French state and their respective affiliated entities.
By this letter, the Company and Bpifrance Investissement (“BPI”) hereby irrevocably undertake to comply with the commitments and agreements set out below.
Bpifrance Investissement Board and Nominating and Corporate Governance Committee Representation Rights
For so long as FPS Fonds Innovation Défense, FPS Bpifrance Innovation I, Compartiment B Large Venture 2 or any other entities affiliated with BPI, Bpifrance Participations or Bpifrance S.A., or any entity managed or advised by BPI, Caisse des Dépôts et Consignations, the French state or any entities affiliated therewith (collectively, the “BPI Investor”), collectively, beneficially owns any Ordinary Shares of the Company, BPI shall be entitled to propose the appointment of one member to the Company’s board of directors (the “Board”), such member being referred to as the “BPI Director”. The Company undertakes to propose to the Board that such BPI Director shall also be appointed as a member of the Board’s Nominating and Corporate Governance Committee (provided that (i) such director satisfies the applicable requirements for service on such committee under the rules and regulations of the Securities and Exchange Commission (the “SEC”), the Nasdaq Stock Market, LLC (“Nasdaq”) and any other stock exchange on which the Company’s securities are then listed for service on such committee, as determined by the Board in good faith and (ii) the Board determines, in its good faith judgment, that such BPI Director possesses appropriate qualifications and expertise for service on such committee).
Notwithstanding the foregoing or anything else set forth in this letter, BPI hereby agrees that promptly following the date on which the BPI Investor, collectively, fails to beneficially own at least 50% of the Ordinary Shares of the Company beneficially owned by it on the date of this letter, it will meet and negotiate with the Company in good faith any director appointment rights that it will retain thereafter (provided that for the avoidance of doubt, any such subsequent director appointment rights shall be in compliance with any requirements of the SEC, Nasdaq and any other stock exchange on which the Company’s securities are then listed).
Accordingly, the Company undertakes to submit to the shareholders’ annual general meeting following which the term of office of the BPI Director would expire in the absence of renewal, a resolution providing for the renewal of the BPI Director as a member of the Company’s Board or, as the case may be, for the appointment of a new member proposed by BPI as a member of the Company’s Board. Should any BPI Director be so elected by the Company’s shareholders’ annual general meeting, the Company undertakes to propose to the Board of Directors of the Company that such BPI Director will also be a member of the Board’s Nominating and Corporate Governance Committee (provided that (i) such director satisfies the applicable requirements for service on such committee under the rules and regulations of the SEC, Nasdaq and any other stock exchange on which the Company’s securities are then listed for service on such committee, as determined by the Board in good faith and (ii) the Board determines, in its good faith judgment, that such BPI Director possesses appropriate qualifications and expertise for service on such committee).
The Company further undertakes that, if the BPI Director ceases to be a member of the Company’s Board for any reason whatsoever, including death, resignation or otherwise, the Company shall, to the extent possible, take all reasonable actions to promptly co-opt a new member proposed by BPI as the BPI Director and shall take all reasonable actions to submit to the next shareholders’ meeting the ratification of such co-optation or, as the case may be, the appointment of such new member to the Board. Should any BPI Director be so co-opted, the Company undertakes to propose to the Board of Directors of the Company that such BPI Director will also be a member of the Board’s Nominating and Corporate Governance Committee (provided that (i) such director satisfies the applicable requirements for service on such committee under the rules and regulations of the SEC, Nasdaq and any other stock exchange on which the Company’s securities are then listed for service on such committee, as determined by the Board in good faith and (ii) the Board determines, in its good faith judgment, that such BPI Director possesses appropriate qualifications and expertise for service on such committee).
For the avoidance of doubt, (i) BPI shall be free to replace at any time its permanent representative (représentant permanent), without prejudice to any of the rights granted to BPI in this letter and (ii) the provisions of this letter shall have no effect on BPI’s representation on the governing bodies of Pasqal SAS and BPI’s related rights.
BPI hereby agrees that it shall only propose the appointment of a director to the Board if such director satisfies all of the following requirements:
| (a) | each BPI Director shall, at all times, (i) satisfy all requirements to serve as a director under applicable<br>law, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the listing rules and regulations of<br>the Nasdaq and any other stock exchange on which the Company’s securities are listed and all other criteria and qualifications for<br>service as a director applicable to all non-executive directors and (ii) satisfy any other requirements for director qualification adopted<br>by the Board and generally applicable to non-employee directors; and |
|---|---|
| (b) | the BPI Investor shall cause each BPI Director: (i) to make himself or herself reasonably available for<br>interviews; (ii) to consent to such reference and background checks or other investigations as the Board may reasonably request in order<br>to determine such director meets the requirements to serve on the Board, and (iii) to provide to the Company a completed copy of the directors<br>and officers questionnaire submitted by the Company to its other directors in the ordinary course of business. |
| --- | --- |
BPI hereby agrees that no director (or any replacement thereof proposed by BPI) shall be eligible to serve as the BPI Director if he or she (i) has been involved in any of the events enumerated under Item 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f), other than Item 401(f)(1), of Regulation S-K of the Securities Act, (ii) has been or could be disqualified as a “Bad Actor” under Section 506 of Regulation D of the Securities Act of 1933, as amended, or (iii) is subject to any outstanding order, judgment, injunction, ruling, writ or decree of any governmental authority prohibiting service as a director of any public company. If a BPI Director no longer satisfies all the requirements set forth in (A) the immediately preceding sentence and (B) the requirements in the foregoing paragraph, such BPI Director shall automatically cease to be a director and his or her term of office shall immediately terminate in accordance with the Company’s Articles of Association, and the vacancy resulting from the termination of such director’s term of office may be filled as provided by this letter and the Articles of Association. BPI hereby agrees that, in the event that a BPI Director no longer satisfies the requirements set forth in the immediately preceding sentence, it shall take all necessary action to cause such BPI Director to resign from the Board. In addition, if at any time the Board determines in good faith that the BPI Director no longer satisfies the applicable requirements for service on the Nominating and Corporate Governance Committee, the Board may remove such BPI Director from such committee.
2
As a condition to a BPI Director’s appointment or election to the Board, such BPI Director must provide to the Company:
| (a) | all information reasonably requested by the Company that is required to be or is customarily disclosed for directors, candidates for<br>directors and their respective affiliates and representatives in a proxy statement or other filings in accordance with applicable law,<br>the rules and regulations of Nasdaq and any other stock exchange on which the Company’s securities are listed or the Articles of<br>Association or other corporate governance guidelines; |
|---|---|
| (b) | all information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable<br>to directors or satisfying compliance and legal or regulatory obligations, solely to the extent such information has been or will be required<br>from all other non-executive directors; and |
| --- | --- |
| (c) | an undertaking in writing by such BPI Director: |
| --- | --- |
| (i) | to be subject to, bound by and duly comply with a standard confidentiality agreement in a form acceptable<br>to the Company, the code of conduct and other policies of the Company; and |
| --- | --- |
| (ii) | at the request of the Board, to recuse himself or herself from any deliberations or discussions of the<br>Board or any committee thereof regarding matters that, in the reasonable determination of the Board, present actual or potential conflicts<br>of interest with the Company or other matters that, in the reasonable determination of the Board, present actual or potential conflicts<br>of interest with the Company. |
| --- | --- |
Miscellaneous
The undertakings set out in this letter shall remain in full force and effect for as long as the relevant conditions described above remain satisfied with respect to BPI and the BPI Director.
This letter shall be governed by and construed in accordance with the laws of France. Any dispute arising out of or in connection with this letter, including any question relating to its existence, validity, interpretation, performance or termination, shall be submitted to the exclusive jurisdiction of the competent courts of France.
This letter may be signed electronically in accordance with Regulation (EU) No. 910/2014 and articles 1367 et seq. of the French Civil Code. The parties hereto agree that their electronic signatures have the same legal value as handwritten signatures and constitute a convention de preuve.
3
Please acknowledge receipt and acceptance of the terms of this letter by countersigning where indicated below.
Yours faithfully,
| For and on behalf of Pasqal Holding SA | |
|---|---|
| By: | /s/ Wasiq Bokhari |
| Name: | Wasiq Bokhari |
| Title: | Chief Executive Officer |
| Acknowledged and agreed: | |
| For and on behalf of Bpifrance Investissement | |
| By: | /s/ Nicolas Berdou |
| Name: | Nicolas Berdou |
| Title: | Senior Investment Director |
4
Exhibit 4.14
August 27, 2026
To:
EIC Fund
15, boulevard Friedrich Wilhelm Raiffeisen
L-2411 Luxembourg
Grand Duchy of Luxembourg
Re: Undertaking Letter Relating to Board Representation Rights
Dear Sirs and Madams,
We refer to the holding of ordinary shares (the “Ordinary Shares”) of Pasqal Holding SA (the “Company”) by certain investors, including EIC Fund and its affiliated entities.
By this letter, the Company and EIC Fund (“EIC”) hereby irrevocably undertake to comply with the commitments and agreements set out below.
EIC Fund Board and Committee Representation Rights
For so long as EIC Fund or any other entities affiliated with EIC Fund, or any entity managed or advised by EIC Fund or any entities affiliated therewith (collectively, the “EIC Investor”), collectively, beneficially owns any Ordinary Shares of the Company, EIC Fund shall be entitled to propose the appointment of one member to the Company’s board of directors (the “Board”), such member being referred to as the “EIC Director”. The Company undertakes to propose to the Board that such EIC Director shall also be appointed as a member of the Board’s Audit Committee (provided that (i) such director satisfies the applicable requirements for service on such committee under the rules and regulations of the Securities and Exchange Commission (the “SEC”), the Nasdaq Stock Market, LLC (“Nasdaq”) and any other stock exchange on which the Company’s securities are then listed for service on such committee, as determined by the Board in good faith and (ii) the Board determines, in its good faith judgment, that such EIC Director possesses appropriate qualifications and expertise for service on such committee).
Notwithstanding the foregoing or anything else set forth in this letter, EIC hereby agrees that promptly following the date on which the EIC Investor, collectively, fails to beneficially own at least 50% of the Ordinary Shares of the Company beneficially owned by it on the date of this letter, it will meet and negotiate with the Company in good faith any director appointment rights that it will retain thereafter (provided that for the avoidance of doubt, any such subsequent director appointment rights shall be in compliance with any requirements of the SEC, Nasdaq and any other stock exchange on which the Company’s securities are then listed).
Accordingly, the Company undertakes to submit to the shareholders’ annual general meeting following which the term of office of the EIC Director would expire in the absence of renewal, a resolution providing for the renewal of the EIC Director as a member of the Company’s Board or, as the case may be, for the appointment of a new member proposed by EIC as a member of the Company’s Board. Should any EIC Director be so elected by the Company’s shareholders’ annual general meeting, the Company undertakes to propose to the Board of Directors of the Company that such EIC Director will also be a member of the Board’s Audit Committee (provided that (i) such director satisfies the applicable requirements for service on such committee under the rules and regulations of the SEC, Nasdaq and any other stock exchange on which the Company’s securities are then listed for service on such committee, as determined by the Board in good faith and (ii) the Board determines, in its good faith judgment, that such EIC Director possesses appropriate qualifications and expertise for service on such committee).
The Company further undertakes that, if the EIC Director ceases to be a member of the Company’s Board for any reason whatsoever, including death, resignation or otherwise, the Company shall, to the extent possible, take all reasonable actions to promptly co-opt a new member proposed by EIC as the EIC Director and shall take all reasonable actions to submit to the next shareholders’ meeting the ratification of such co-optation or, as the case may be, the appointment of such new member to the Board. Should any EIC Director be so co-opted, the Company undertakes to propose to the Board of Directors of the Company that such EIC Director will also be a member of the Board’s Audit Committee (provided that (i) such director satisfies the applicable requirements for service on such committee under the rules and regulations of the SEC, Nasdaq and any other stock exchange on which the Company’s securities are then listed for service on such committee, as determined by the Board in good faith and (ii) the Board determines, in its good faith judgment, that such EIC Director possesses appropriate qualifications and expertise for service on such committee).
For the avoidance of doubt, EIC shall be free to replace at any time its permanent representative (représentant permanent), without prejudice to any of the rights granted to EIC in this letter.
EIC hereby agrees that it shall only propose the appointment of a director to the Board if such director satisfies all of the following requirements:
| (a) | each EIC Director shall, at all times, (i) satisfy all requirements to serve as a director under applicable<br>law, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the listing rules and regulations of<br>the Nasdaq and any other stock exchange on which the Company’s securities are listed and all other criteria and qualifications for<br>service as a director applicable to all non-executive directors and (ii) satisfy any other requirements for director qualification adopted<br>by the Board and generally applicable to non-employee directors; and |
|---|---|
| (b) | the EIC Investor shall cause each EIC Director: (i) to make himself or herself reasonably available for<br>interviews; (ii) to consent to such reference and background checks or other investigations as the Board may reasonably request in order<br>to determine such director meets the requirements to serve on the Board, and (iii) to provide to the Company a completed copy of the directors<br>and officers questionnaire submitted by the Company to its other directors in the ordinary course of business. |
| --- | --- |
EIC hereby agrees that no director (or any replacement thereof proposed by EIC) shall be eligible to serve as the EIC Director if he or she (i) has been involved in any of the events enumerated under Item 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f), other than Item 401(f)(1), of Regulation S-K of the Securities Act, (ii) has been or could be disqualified as a “Bad Actor” under Section 506 of Regulation D of the Securities Act of 1933, as amended, or (iii) is subject to any outstanding order, judgment, injunction, ruling, writ or decree of any governmental authority prohibiting service as a director of any public company. If an EIC Director no longer satisfies all the requirements set forth in (A) the immediately preceding sentence and (B) the requirements in the foregoing paragraph, such EIC Director shall automatically cease to be a director and his or her term of office shall immediately terminate in accordance with the Company’s Articles of Association, and the vacancy resulting from the termination of such director’s term of office may be filled as provided by this letter and the Articles of Association. EIC hereby agrees that, in the event that an EIC Director no longer satisfies the requirements set forth in the immediately preceding sentence, it shall take all necessary action to cause such EIC Director to resign from the Board. In addition, if at any time the Board determines in good faith that the EIC Director no longer satisfies the applicable requirements for service on the Audit Committee, the Board may remove such EIC Director from such committee.
2
As a condition to a EIC Director’s appointment or election to the Board, such EIC Director must provide to the Company:
| (a) | all information reasonably requested by the Company that is required to be or is customarily disclosed<br>for directors, candidates for directors and their respective affiliates and representatives in a proxy statement or other filings in accordance<br>with applicable law, the rules and regulations of Nasdaq and any other stock exchange on which the Company’s securities are listed<br>or the Articles of Association or other corporate governance guidelines; |
|---|---|
| (b) | all information reasonably requested by the Company in connection with assessing eligibility, independence<br>and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, solely to the extent such information<br>has been or will be required from all other non-executive directors; and |
| --- | --- |
| (c) | an undertaking in writing by such EIC Director: |
| --- | --- |
| (i) | to be subject to, bound by and duly comply with a standard confidentiality agreement in a form acceptable<br>to the Company, the code of conduct and other policies of the Company; and |
| --- | --- |
| (ii) | at the request of the Board, to recuse himself or herself from any deliberations or discussions of the<br>Board or any committee thereof regarding matters that, in the reasonable determination of the Board, present actual or potential conflicts<br>of interest with the Company or other matters that, in the reasonable determination of the Board, present actual or potential conflicts<br>of interest with the Company. |
| --- | --- |
Miscellaneous
The undertakings set out in this letter shall remain in full force and effect for as long as the relevant conditions described above remain satisfied with respect to EIC and the EIC Director.
This letter shall be governed by and construed in accordance with the laws of France. Any dispute arising out of or in connection with this letter, including any question relating to its existence, validity, interpretation, performance or termination, shall be submitted to the exclusive jurisdiction of the competent courts of France.
This letter may be signed electronically in accordance with Regulation (EU) No. 910/2014 and articles 1367 et seq. of the French Civil Code. The parties hereto agree that their electronic signatures have the same legal value as handwritten signatures and constitute a convention de preuve.
3
Please acknowledge receipt and acceptance of the terms of this letter by countersigning where indicated below.
Yours faithfully,
| For and on behalf of Pasqal Holding SA | |
|---|---|
| By: | /s/ Wasiq Bokhari |
| Name: | Wasiq Bokhari |
| Title: | Chief Executive Officer |
| Acknowledged and agreed: | |
| For and on behalf of EIC Fund | |
| By: | /s/ Alain Delobbe |
| Name: | Alain Delobbe |
| Title: | Conducting Officer and Board Member |
| By: | /s/ Vivek Belani |
| Name: | Vivek Belani |
| Title: | Conducting Officer and Senior Portfolio Manager |
4
Exhibit 4.15
From:
Pasqal Holding SA
23 rue de Choiseul
75002 Paris
(hereinafter the “Company”)
| To:<br><br>MC Advisory L.L.C-FZ<br><br>For the attention of Mr. Michel Combes<br><br>Meydan Grandstand, 6^th^ floor, Meydan Road<br><br>Nad Al Sheba, Dubai, U.A.E.<br><br>(hereinafter “MC Advisory”)<br><br>August 27, 2026 |
|---|
Re: Undertaking Letter Relating to Board Observer Right
Dear Sirs and Madams,
We refer to:
| (a) | the “Agreement and Plan of Merger” dated 28 February 2026 entered into between Bleichroeder<br>Acquisition Corp. II, in its capacity as “Parent”, Bleichroeder Acquisition 2 France, in its capacity as **“**Parent<br>Merger Sub”, and Pasqal Holding SAS, as amended by (i) Amendment No. 1 dated 26 May 2026, pursuant to which Bleichroeder Acquisition<br>France Merger Sub 2 was substituted for Bleichroeder Acquisition 2 France as “Parent Merger Sub”, (ii) Amendment No.<br>2 dated 25 June 2026, and (iii) Amendment No. 3 dated 22 July 2026 (the “Business Combination Agreement”); and |
|---|---|
| (b) | the indirect ownership by MC Advisory L.L.C-FZ (“MC Advisory”) of shares in Parent<br>and, following the effectiveness of the business combination between Pasqal Holding SAS and Bleichroeder Acquisition Corp. II pursuant<br>to the Business Combination Agreement, the ownership by MC Advisory and/or its affiliated entities of ordinary shares of the Company (the<br>“Ordinary Shares”) upon completion of the transactions contemplated by the Business Combination Agreement. |
| --- | --- |
By this letter, the Company and MC Advisory hereby irrevocably undertake to comply with the commitments and agreements set out below.
MC Advisory Board Observer Right
MC Advisory shall be entitled to request that the Company’s board of directors (the “Board”) appoint one non-voting observer to attend meetings of the Board, such observer being referred to as the “MC Advisory Observer” provided that:
| (a) | None of Mr. Michel COMBES, Mr. Andrew GUNDLACH or any other member, manager, partner, principal, director,<br>officer, employee, agent, representative, controlling person or other affiliate of MC Advisory, the MC Advisory Investor (as defined below)<br>or any Permitted Transferee is a member of the Board of Directors; and |
|---|---|
| (b) | MC Advisory, any successor thereto or any affiliate of MC Advisory (collectively, the “MC Advisory<br>Investor”), collectively, beneficially owns at least 50% of the Ordinary Shares of the Company beneficially owned by it on the<br>date of this letter; it being specified that, for the purpose of this letter, “affiliate” shall mean Mr. Andrew GUNDLACH or<br>any entity that either Mr. Michel COMBES or Mr. Andrew GUNDLACH controls (clause (a) and (b) are referred to herein as the “Board<br>Observer Conditions”). |
| --- | --- |
Notwithstanding the foregoing or anything else set forth in this letter, (a) the MC Advisory Observer shall not be entitled to attend (i) any meeting of any committee of the Board or (ii) any executive session of the Board and (b) MC Advisory hereby agrees that all of its rights under this letter shall automatically terminate, without further action by either party, on the first date on which clause (b) of the Board Observer Condition ceases to be satisfied, and this letter shall thereupon be of no further force or effect. MC Advisory shall promptly notify the Company in writing upon becoming aware that clause (b) of the Board Observer Conditions is no longer satisfied.
The Company undertakes that, promptly following receipt of such request, it shall propose to the Board the appointment of the person designated by MC Advisory as the MC Advisory Observer, provided that such person satisfies the requirements set out in this letter and any applicable requirements under applicable law, the rules and regulations of the Securities and Exchange Commission (the “SEC”), the Nasdaq Stock Market, LLC (“Nasdaq”) and any other stock exchange on which the Company’s securities are then listed, as determined by the Board in good faith. The MC Advisory Observer shall not be a director or member of any committee of the Board and shall not have any voting rights. The MC Advisory Observer shall not receive any fees, compensation or other remuneration from the Company in connection with its service as an MC Advisory Observer. If, at any time, either of the Board Observer Conditions ceases to be satisfied, the right to request or maintain an MC Advisory Observer shall automatically and immediately terminate and MC Advisory shall promptly cause any then serving MC Advisory Observer to resign or otherwise cease serving as an observer of the Board.
Accordingly, if the Board appoints an MC Advisory Observer, the Company undertakes, prior to the expiry of the term of such MC Advisory Observer’s appointment provided for in the Company’s Articles of Association, to propose to the Board the renewal of the MC Advisory Observer or, as the case may be, the appointment of a new observer proposed by MC Advisory as the MC Advisory Observer, in each case subject to the requirements set out in this Letter (including the satisfaction of the Board Observer Conditions) and any applicable requirements under applicable law, the rules and regulations of the SEC, Nasdaq and any other stock exchange on which the Company’s securities are then listed, as determined by the Board in good faith.
The Company further undertakes that, if the MC Advisory Observer ceases to be an observer of the Board for any reason whatsoever, including death, resignation or otherwise, the Company shall, to the extent possible, take all reasonable actions to promptly propose to the Board the appointment of a new observer proposed by MC Advisory as the MC Advisory Observer provided that the Board Observer Conditions are then satisfied.
For the avoidance of doubt, MC Advisory shall be free to request the replacement of the MC Advisory Observer at any time, without prejudice to any of the rights granted to MC Advisory in this letter, for so long as the Board Observer Conditions are then satisfied.
MC Advisory shall be entitled to transfer (the “Transfer”) any or all of its rights under this letter (including the right to request the appointment of an MC Advisory Observer) to Bleichroeder LP or to any other entity affiliated with MC Advisory (each, a “Permitted Transferee”), provided that (i) such Permitted Transferee is controlled by Mr. Michel Combes and/or Mr. Andrew Gundlach (it being specified that control means the possession directly or indirectly of the power to direct or cause the direction of management and policies of such entity whether through the ownership of voting securities, by contract or otherwise) and (ii) such transferee is not a competitor of the Company as determined by the Board in good faith. Any such transfer shall be effective following at least 30 days’ prior written notice to the Company, and references to “MC Advisory” in this letter shall thereafter be deemed to refer to such Permitted Transferee and such Permitted Transferee shall (i) execute a joinder to this letter in form and substance acceptable to the Company and (ii) be subject to the rights and obligations of MC Advisor hereunder. For the avoidance of doubt, the transfer rights provided for under this letter may be exercised one or more times in favor of one or more Permitted Transferees. MC Advisory and any proposed or Permitted Transferee shall provide all information reasonably requested by the Company prior to and after any Transfer.
2
MC Advisory hereby agrees that it shall only propose the appointment of an MC Advisory Observer if such observer satisfies all of the following requirements:
| (a) | the MC Advisory Observer shall, at all times, (i) satisfy all requirements to attend meetings of the Board<br>as a board observer under applicable law, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and<br>the listing rules and regulations of Nasdaq and any other stock exchange on which the Company’s securities are listed and (ii) satisfy<br>any other requirements for qualification as a board observer adopted by the Board and generally applicable to board observers; and |
|---|---|
| (b) | the MC Advisory Investor shall cause the MC Advisory Observer: (i) to make himself or herself reasonably<br>available for interviews; (ii) to consent to such reference and background checks or other investigations as the Board may reasonably<br>request in order to determine such observer meets the requirements to serve as an observer to the Board; and (iii) to provide to the Company<br>a completed copy of any questionnaire submitted by the Company to its other board observers, if any, or to its non-executive directors<br>in the ordinary course of business. |
| --- | --- |
MC Advisory hereby agrees that no observer (or any replacement thereof proposed by MC Advisory) shall be eligible to serve as the MC Advisory Observer if he or she (i) has been involved in any of the events enumerated under Item 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f), other than Item 401(f)(1), of Regulation S-K under the Securities Act of 1933, as amended, (ii) has been or could be disqualified as a “Bad Actor” under Section 506 of Regulation D of the Securities Act of 1933, as amended, or (iii) is subject to any outstanding order, judgment, injunction, ruling, writ or decree of any governmental authority prohibiting service as a director of any public company. If an MC Advisory Observer no longer satisfies all the requirements set forth in (A) the immediately preceding sentence and (B) the requirements in the foregoing paragraph, such MC Advisory Observer shall automatically cease to be an observer of the Board and his or her appointment shall immediately terminate. MC Advisory hereby agrees that, in the event that an MC Advisory Observer no longer satisfies the requirements set forth in the immediately preceding sentence, it shall give prompt written notice to the Company and the Board and take all necessary action to cause such MC Advisory Observer to resign or otherwise cease serving as an observer of the Board immediately.
As a condition to an MC Advisory Observer’s appointment as an observer of the Board, such MC Advisory Observer must provide to the Company:
| (a) | all information reasonably requested by the Company that is required to be or is customarily disclosed<br>for board observers, directors, candidates for directors and their respective affiliates and representatives in a proxy statement or other<br>filings in accordance with applicable law, the rules and regulations of Nasdaq and any other stock exchange on which the Company’s<br>securities are listed or the Articles of Association or other corporate governance guidelines; |
|---|---|
| (b) | all information reasonably requested by the Company in connection with assessing eligibility, independence<br>and other criteria applicable to board observers or satisfying compliance and legal or regulatory obligations, solely to the extent such<br>information has been or will be required from all other board observers or non-executive directors; and |
| --- | --- |
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| (c) | an undertaking in writing by such MC Advisory Observer: |
|---|---|
| (i) | to be subject to, bound by and duly comply with a standard confidentiality agreement in a form acceptable<br>to the Company, the code of conduct and other policies of the Company; and |
| --- | --- |
| (ii) | at the request of the Board, to recuse himself or herself from, and not attend or receive materials relating<br>to, any deliberations or discussions of the Board regarding matters that, in the reasonable determination of the Board, present actual<br>or potential conflicts of interest with the Company, could reasonably be expected to adversely affect attorney-client privilege or similar<br>protections, or otherwise require exclusion of the MC Advisory Observer from such deliberations, discussions or materials. |
| --- | --- |
Miscellaneous
The undertakings set out in this letter shall remain in full force and effect for as long as the relevant conditions described above remain satisfied with respect to MC Advisory and the MC Advisory Observer.
This letter shall be governed by and construed in accordance with the laws of France. Any dispute arising out of or in connection with this letter, including any question relating to its existence, validity, interpretation, performance or termination, shall be submitted to the exclusive jurisdiction of the competent courts of Paris, France.
This letter may be signed electronically in accordance with Regulation (EU) No. 910/2014 and articles 1367 et seq. of the French Civil Code. The parties hereto agree that their electronic signatures have the same legal value as handwritten signatures and constitute a convention de preuve.
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Please acknowledge receipt and acceptance of the terms of this letter by countersigning where indicated below.
Yours faithfully,
| For and on behalf of Pasqal Holding SA | ||
|---|---|---|
| By: | /s/ Wasiq Bokhari | |
| Name: | Wasiq Bokhari | |
| Title: | President | |
| Acknowledged and agreed: | ||
| For and on behalf of MC Advisory L.L.C-FZ | ||
| By: | /s/ Michel Combes | |
| Name: | Michel Combes | |
| Title: | Manager |
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Exhibit 4.18
[New Pasqal]
Société anonyme au capital de [_] euros
Siège social : [_]
[_] RCS [_]
(la « Société »)
(the “Company”)
[Beneficiary]
[Address]
Paris, le [_]
Paris, on [_]
Objet : Attribution gratuite d’actions ordinaires de la Société
Subject: Letter of grant of Restricted Stock Units of the Company
[Chère / Cher] [Madame / Monsieur],
Dear [Sir / Madam]
Nous avons le plaisir de vous informer par la présente que, par décisions en date du [_], le Conseil d’Administration de la Société a, en application de l’autorisation donnée par les actionnaires de la Société le [_], décidé de vous attribuer gratuitement et conditionnellement [_] actions ordinaires de la Société (les « Actions Gratuites »).
We are pleased to inform you hereby that, by decisions dated [_], the Company’s Board of Directors has, pursuant to the authorization granted by the shareholders of the Company on [_], decided to grant to you, for free and conditionally, [_] ordinary shares of the Company (the “Restricted Stock Unit”).
Ces Actions Gratuites sont soumises aux stipulations du règlement que vous trouverez joint aux présentes (le « Règlement du Plan »).
These Restricted Stock Units are subject to the provisions of the plan rules attached hereto (the “Rules”).
Les termes et expressions commençant par une lettre majuscule et qui ne sont pas définis dans ce courrier ont la signification qui leur est donnée dans le Règlement.
Capitalized terms and expressions not defined in this letter shall have the meaning given to them in the Rules.
| - | Date<br>d’Attribution<br><br>Date<br>of Grant | [_] | |
|---|---|---|---|
| - | Nombre<br>d’Actions Gratuites attribuées :<br><br>Number<br>of Restricted Stock Units granted | [_] | |
| - | Date<br>d’Acquisition<br><br>Vesting<br>Date | voir<br>détails en Article 4 du Règlement du Plan. | |
| - | Fin<br>de la Période de Conservation<br><br>End<br>of the Holding Period | [Jusqu’au<br>deuxième anniversaire de la Date d’Attribution, étant précisé que si le Bénéficiaire<br>est un mandataire social, le Bénéficiaire sera tenu de conserver un nombre d’Actions Ordinaires égal à<br>1% du nombre d’Actions Gratuites attribuées pour la durée de son mandat social.] |
La présente attribution est conditionnée à la contre-signature par vos soins de la présente Notification d’Attribution, revêtue de la mention manuscrite demandée, dans un délai de trente (30) jours calendaires à compter de la date des présentes, étant précisé que cette contre-signature implique notamment que vous vous engagez irrévocablement à respecter l’ensemble des stipulations du Règlement du Plan ainsi que des statuts de la Société.
The present grant is conditional upon your countersigning this Notice of Grant, with the required handwritten endorsement within thirty (30) calendar days from the date hereof, it being specified that such countersigning implies, inter alia, that you irrevocably undertake to comply with all the provisions of the Rules as well as of the Company’s Articles of Association.
Nous attirons votre attention sur le fait qu’à défaut d’acceptation de votre part dans les conditions visées ci-dessus, vous serez réputé avoir renoncé définitivement au bénéfice de la présente attribution et la Société sera en conséquence libérée de tout engagement et obligation à votre égard, sans indemnité d’aucune sorte.
Please note that in the event of your non-acceptance of the above-mentioned conditions, you will be deemed to have definitively renounced the benefit of the present grant and the Company will consequently be released from all commitments and obligations towards you, without any indemnity whatsoever.
Nous vous rappelons qu’il vous appartient de solliciter votre propre conseil fiscal et social et de vous renseigner sur le régime fiscal et social applicable à l’attribution, à la détention et, le cas échéant, au transfert des Actions Gratuites.
We remind you that it is your responsibility to seek your own tax and social security advice regarding the regime applicable to the grant, the holding and, as the case may be, the transfer of the Restricted Stock Units.
Nous vous prions d’agréer, [Chère / Cher] [Madame Monsieur], l’expression de nos sentiments distingués.
Yours faithfully, Dear [Sir / Madam]
| [New Pasqal]<br><br>Représentée par [_]<br><br>Represented by [_] | [_]*<br><br>*Merci de faire précéder votre signature<br>de la mention manuscrite suivante:<br><br>Please precede your signature with the following<br>written mention :<br><br>« Bon pour acceptation des termes<br>et conditions du Plan 2026 d’attribution gratuite d’actions de la Société »<br><br>Please precede your signature with the following<br>handwritten note:<br><br>“Good for acceptance of the terms<br>and conditions of the 2026 Plan for the grant of restricted stock units of the Company” |
|---|
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PASQAL
RÈGLEMENT DU PLAN
D’ATTRIBUTION GRATUITE D’ACTIONS [2026]
PASQAL
[2026] RESTRICTED STOCK UNITS PLAN RULES
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| Dans le cadre de la politique d’intéressement des salariés et mandataires sociaux éligibles du Groupe, la société [New Pasqal], société anonyme de droit français dont le capital social est de [_] euros, ayant son siège social [_] et immatriculée au registre du commerce et des sociétés de [_] sous le numéro [_] (la « Société »), a décidé d’associer certains salariés et mandataires sociaux du Groupe à la croissance de ce dernier. La Société souhaite ainsi reconnaître et valoriser leur participation active à la création de richesse et leur contribution au succès du Groupe. | As part of the Group’s long-term incentive policy for employees and eligible corporate officers, the company [New Pasqal], a joint-stock company with a share capital of € [_] having its registered office at [_] and registered with the [_] commercial and trade register under number [_] (the “Company”), has decided to motivate and associate certain employees and corporate officers of the Group to the latter’s growth and to value their active participation to the Group’s success, through their initiative, contributions and performance. |
|---|---|
| Aux termes de la [●]^me^ résolution adoptée par les Actionnaires de la Société lors de [la consultation écrite close le / l’assemblée générale tenue le] [●] 2026, le Conseil d’Administration a, sur autorisation des Actionnaires, été autorisé à procéder au profit des membres du personnel salarié et de certains mandataires sociaux de la Société et de ses filiales, dans le cadre des dispositions des Articles L. 225-197-1 et suivants du Code de Commerce, à attribuer gratuitement jusqu’à [●] actions ordinaires (les « Actions Ordinaires »). | Pursuant to the terms of the [●]^th^ resolution adopted by the Shareholders during the [written consultation closed / general meeting held] on [●] 2026, the Board of Directors has been authorized, pursuant to an authorization granted by the Shareholders to grant for free to employees and corporate officers of the Company and its subsidiaries, in accordance with the provisions of Articles L. 225-197-1 et seq. of the French Commercial Code, up to [●]ordinary shares (the “Ordinary Shares”). |
| En vertu de cette autorisation, le Conseil d’Administration a arrêté les termes du présent plan d’attribution gratuite d’Actions Ordinaires régi par les dispositions des Articles L.225-197-1 et suivants du Code de Commerce le [●] 2026 (le « Plan »), tel que modifié le cas échéant par l’avenant au Plan inclus en Annexe (le « Country Addendum »). Un exemplaire du Plan est remis à chaque Bénéficiaire. | Based on this authorization, the Board of Directors approved this free allocation of Ordinary Shares plan governed by the provisions of Articles L.225-197-1 et seq. of the French Commercial Code on [●] 2026 (the “Plan”), as amended, to the extent applicable, by the addendum to the Plan set out in Appendix (the “Country Addendum”). A copy of the Plan is delivered to each Beneficiary. |
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| Il est rappelé aux Bénéficiaires que l’attribution dont ils bénéficient peut avoir des conséquences variables sur leur situation fiscale personnelle ainsi qu’au regard des contributions de sécurité sociale. En particulier, mais sans que ce soit limitatif, les conséquences fiscales et en matière de contributions de sécurité sociale peuvent varier si le pays où les Bénéficiaires ont établi leur résidence fiscale vient à changer entre la date à laquelle le Conseil d’Administration leur attribue le droit conditionnel à recevoir les Actions Ordinaires et la date de cession des actions qui leur seront éventuellement livrées si les conditions de leur acquisition sont remplies. La Société recommande donc aux Bénéficiaires de consulter un conseiller professionnel sur ces sujets. | Beneficiaries are reminded that the grant made for their benefit may have different consequences on their personal tax and social security contributions position. In particular, and without limitation, the consequences on their personal tax and social security contributions position may vary if the Beneficiaries change their country of residence between the date when the Board of Directors grants them the conditional right to receive Ordinary Shares at vesting and the date they dispose of the shares delivered to them, as the case may be, provided that the vesting conditions are met. The Company recommends that Beneficiaries consult a professional adviser on these matters. | ||
|---|---|---|---|
| 1. | DÉFINITIONS | 1. | DEFINITIONS |
| --- | --- | --- | --- |
| Dans le Règlement du Plan, les mots et expressions suivants sont définis de la manière suivante : | For the purposes of the Plan Rules, the following terms shall be defined as follows: | ||
| --- | --- | --- | --- |
| Action Gratuite | désigne les Actions Ordinaires attribuées gratuitement en application du Règlement du Plan. | Restricted Stock Unit | means the Ordinary Shares granted for no consideration in accordance with the Plan Rules. |
| Action Ordinaire | désigne une action ordinaire existante ou à émettre de la Société livrée en application du Règlement du Plan. | Ordinary Share | means an ordinary share of the Company issued or to be issued, delivered in accordance with the Plan Rules. |
| Actionnaires | désigne les actionnaires de la Société. | Shareholders | means the shareholders of the Company. |
| Article | désigne un article du Plan. | Article | means an article of the Plan. |
| Autorisation des Actionnaires | désigne l’autorisation consentie par les Actionnaires lors de [la consultation écrite close / l’assemblée générale tenue] le [●] 2026 permettant au Conseil d’Administration de procéder, en une ou plusieurs fois, pour une durée de trente-huit (38) mois à compter de cette date, à l’attribution d’Actions Gratuites. | Shareholders’ Authorization | means the authorization given by the Shareholders during [the written consultation closed / the general meeting held] on [●] 2026 authorizing the Board of Directors to grant on one or several occasions, over a period of thirty-eight (38) months from such date, Restricted Stock Units. |
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| Bénéficiaire | désigne toute Personne Éligible à la Date d’Attribution à qui le Conseil d’Administration a attribué une Action Gratuite. | Beneficiary | means any Eligible Person at the Date of Grant to whom the Board of Directors has granted a Restricted Stock Unit. |
|---|---|---|---|
| Code de Commerce | désigne le code de commerce français. | French Commercial Code | means the French commercial code. |
| Code de la Sécurité Sociale | désigne le code de la sécurité sociale français. | French Social Security Code | means the French social security code. |
| Conseil d’Administration | désigne le conseil d’administration de la Société | Board of Directors | means the Company’s board of directors. |
| Date d’Acquisition | désigne la date à laquelle tout ou partie des Actions Gratuites attribuées à un Bénéficiaire lui sont définitivement acquises et livrées, conformément au calendrier fixé à l’Article 4 du Règlement du Plan. | Vesting Date | means the date from which all or part of granted Restricted Stock Units vest, are issued and delivered to a Beneficiary in accordance with the vesting schedule set under Article 4 of the Plan Rules. |
| Date d’Anniversaire | désigne, pour une année civile donnée suivant la Date d’Attribution, la date correspondant au même quantième calendaire que la Date d’Attribution. | Anniversary Date | means, for a given calendar year following the Grant Date, the date falling on the same calendar day as the Grant Date. |
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| Date d’Arrêté | désigne la date à laquelle le Conseil d’Administration a arrêté les termes du Plan. | Approval Date | means the day when the Board of Directors approved the terms of the Plan. |
|---|---|---|---|
| Date d’Attribution | désigne la date à laquelle le Conseil d’Administration attribue des Actions Gratuites à un Bénéficiaire conformément au Plan. | Grant Date | means the day when the Board of Directors grants Restricted Stock Units to a Beneficiary, according to the Plan. |
| Date de Notification de Départ | désigne : | Departure Notification Date | means: |
| 1. | en cas de licenciement, de démission, ou de rupture conventionnelle le jour de la réception par le Bénéficiaire (ou la date de la première présentation) de la lettre de notification de licenciement, la date de présentation de la lettre de démission, ou le jour de l’homologation de la convention de rupture par la DREETS , selon le cas ; | 1. | in case of dismissal, resignation or termination by mutual consent, the date of receipt by the Beneficiary (or the date of first presentation) of the letter notifying him/her of the termination, the date of presentation of the resignation letter, or the date of the homologation of the termination agreement by the Regional Directorates for the Economy, Employment, Labour and Solidarity, as the case may be; |
| --- | --- | --- | --- |
| 2. | en cas de non-renouvellement du contrat de travail du Bénéficiaire, la date d’expiration du contrat de travail du Bénéficiaire. | 2. | in the event of non-renewal of the employment contract of the Beneficiary, the expiry date of the Beneficiary’s employment agreement. |
| 3. | en cas d’Invalidité, la date d’effet de la décision de classement en Invalidité du Bénéficiaire par l’autorité compétente ou, en l’absence d’une telle procédure dans le pays concerné la date d’attestation Invalidité du Bénéficiaire par deux médecins ; | 3. | in the event of Disability, the effective date of the decision of the competent authority to classify the Beneficiary as disabled or, if there is no such procedure in the country concerned, the date of certification of the Beneficiary’s Disability by two doctors; |
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| 4. | si le Bénéficiaire est un mandataire social, la date de cessation de son mandat ou la date de sa révocation par l’organe compétent ; | 4. | in the event the Beneficiary is a corporate officer, the date of termination of his or her non-renewed term of office or the date of his or her dismissal by the competent body; |
|---|---|---|---|
| 5. | en cas de décès, la date du décès (tel que figurant sur le certificat de décès) ; | 5. | in the event of death, the date of death (as appearing on the death certificate); |
| 6. | en cas de cession d’une société du Groupe au sein de laquelle le Bénéficiaire est mandataire social ou salarié, la date de réalisation en vertu du contrat de cession définitif en lien avec la cession de ladite société du Groupe (selon les modalités du paragraphe 4 de l’Article 4.1) ; | 6. | in case of sale of a Group company in which the Beneficiary is corporate officer or employee, the completion date of the definitive sale agreement in relation to the sale of said Group company (in accordance with paragraph 4 of Article 4.1); |
| 7. | en ce qui concerne tout autre départ, la date à laquelle le Bénéficiaire partant cesse de figurer sur le registre du personnel (ou équivalent) de la société du Groupe concernée. | 7. | with respect to any other departure, the date on which the departing Beneficiary ceases to appear on the relevant Group company’s personnel register (or equivalent). |
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| Groupe | désigne la Société ainsi que ses filiales au sens de l’Article L. 233-1 du Code de Commerce, les filiales de ses filiales, les filiales de ces dernières et ainsi de suite, sans limitation et quel que soit leur pays d’incorporation. | Group | means the Company, as well as its subsidiaries within the meaning of Article L. 233-1 of the French Commercial Code, the subsidiaries of its subsidiaries, the subsidiaries of the latter and so on, without limitation and regardless of the country of incorporation. |
|---|---|---|---|
| Invalidité | désigne tout cas d’invalidité de 2^ème^ et 3^ème^ catégories au sens de l’Article L. 341-4 du Code de la Sécurité Sociale ou tout cas d’invalidité reconnue selon les mêmes critères dans le pays d’exercice de l’activité professionnelle du Bénéficiaire. | Disability | means any case of disability of 2nd and 3rd categories within the meaning of Article L. 341-4 of the French Social Security Code or any case of disability recognized by the same criteria in the country where the Beneficiary’s professional activity is carried out. |
| Marché Règlementé | désigne un des marchés règlementés tels que définis par l’Article L. 421-1 du Code Monétaire et Financier, dont la liste est fixée et mise à jour par arrêté du ministre chargé de l’économie sur la proposition de l’Autorité des Marchés Financiers (« AMF ») ou tout autre marché équivalent hors de France. | Regulated Market | refers to one of the regulated markets within the meaning of Article L. 421-1 of the French Monetary and Financial Code (Code Monétaire et Financier) the list of which is established and updated by the French Minister in charge of the economy upon proposal of the Autorité des Marchés Financiers (« AMF ») or any other equivalent market outside France. |
| Notification d’Attribution | désigne le document individuel et nominatif adressé à chaque Bénéficiaire par la Société afin de lui notifier l’attribution d’au moins une Action Gratuite. | Notice of Grant | means the individual notice sent by the Company to each Beneficiary in order to notify him/her of the grant of at least one Restricted Stock Unit. |
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| Période d’Acquisition | désigne la période courant à compter de la Date d’Attribution (incluse) jusqu’à la Date d’Acquisition (exclue). | Vesting Period | means the period starting on the Grant Date (included) and ending on the Vesting Date (excluded). |
|---|---|---|---|
| Période de Conservation | Désigne la période courant à compter de chacune des Dates d’Anniversaires durant laquelle les Bénéficiaires ne peuvent pas disposer de leurs Actions Ordinaires et doivent les conserver au nominatif jusqu’à l’issue de ladite période, étant précisé que pour les bénéficiaires français la période cumulée de la Période d’Acquisition et de la Période de Conservation est d’au moins deux (2) ans à compter de la Date d’Attribution. | Holding Period | means the period from each of the Anniversary Dates during which Beneficiaries may not dispose of their Ordinary Shares and must hold them in registered form until the end of such period; it being specified that for French beneficiaries the cumulative duration of the Vesting Period and the Holding Period is at least two (2) years as from the Grant Date. |
| Personne Éligible | désigne tout mandataire social ou membre du personnel salarié de la Société ou de l’une des sociétés du Groupe visée à l’article L.225-197-1 du Code de Commerce, selon le cas. | Eligible Person | means any corporate officer or employee of the Company or of one of the Group companies referred to in Article L.225-197-1 of the Commercial Code, as the case may be. |
| Plan | désigne le présent plan d’attribution gratuite d’Actions Ordinaires. | Plan | means this restricted stock units plan of the Company. |
| Politique de Récupération | désigne la « Pasqal Holding SA Compensation Recovery Policy » en langue anglaise telle qu’adoptée et approuvée par la Société. | Compensation Recovery Policy | means the “Pasqal Holding SA Compensation Recovery Policy” as adopted and approved by the Company. |
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| Règlement du Plan | désigne les présentes règles du Plan. | Plan Rules | means these Plan rules. |
|---|---|---|---|
| Société | désigne la société [New Pasqal], société anonyme de droit français ayant son siège social [_] et immatriculée au registre du commerce et des sociétés de [_] sous le numéro [_]. | Company | means the company [New Pasqal], a joint-stock company having its registered office at [_] and registered with the [_] commercial and trade register under number [_]. |
| Statuts | désigne les statuts de la Société. | Articles of Association | means the articles of association of the Company. |
| 2. | ATTRIBUTION DES ACTIONS GRATUITES | 2. | GRANT OF RESTRICTED STOCK UNITS |
| --- | --- | --- | --- |
| 2.1 | Bénéficiaires | 2.1 | Beneficiaries |
| Sous réserve des dispositions des Articles L. 225-197-1 et suivants du Code de Commerce, des termes de l’Autorisation des Actionnaires et du Règlement du Plan, le Conseil d’Administration peut décider l’attribution d’Actions Gratuites aux Personnes Éligibles qu’il désigne. | Subject to the provisions of Articles L. 225-197-1 et seq. of the French Commercial Code, the Shareholders’ Authorization and the Plan Rules, the Board of Directors may decide to grant Restricted Stock Units to Eligible Persons that it designates. | ||
| --- | --- | ||
| Aucune Action Gratuite ne peut être attribuée à une Personne Éligible si elle possède déjà plus de 10 % du capital social de la Société ou si l’attribution a pour effet de lui conférer plus de 10 % du capital social de la Société déterminé conformément à l’article L.225-197-1 du Code de Commerce. | No Restricted Stock Units shall be granted to an Eligible Person if he/she already owns more than 10% of the Company’s share capital or if the grant would allow him/her to own more than 10% of the Company’s share capital in accordance with Article L.225-197-1 of the French Commercial Code. | ||
| 2.2 | Nombre d’Actions Gratuites attribuées | 2.2 | Number of Restricted Stock Units granted |
| --- | --- | --- | --- |
| Le nombre d’Actions Gratuites attribué à chaque Bénéficiaire est déterminé par le Conseil d’Administration, dans les limites fixées par l’Autorisation des Actionnaires. | The number of Restricted Stock Units granted to each Beneficiary is determined by the Board of Directors, within the limits decided by the Shareholders’ Authorization. | ||
| --- | --- |
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| Sous réserve des ajustements visés à l’Article 8, le nombre maximum d’Actions Ordinaires pouvant être attribuées dans le cadre du Plan est limité à [•] Actions Ordinaires, étant précisé que le nombre d’Actions Gratuites attribuées aux Bénéficiaires devra être déterminé de telle sorte que le nombre total d’actions gratuites attribuées par la Société ne pourra représenter plus de 15% du capital social de la Société à la Date d’Attribution. | Subject to the adjustments mentioned in Article 8, the maximum number of Ordinary Shares that may be granted within the Plan is limited to a maximum of [•] Ordinary Shares of the Company, it being provided that the number of Restricted Stock Units granted to the Beneficiaries shall be determined so that the total number of free shares granted by the Company cannot represent more than 15% of the Company’s share capital on the Grant Date. | ||
|---|---|---|---|
| Il est en outre précisé qu’en aucun cas la valeur des Actions Gratuites ne pourra représenter plus de 13,04% de la valeur de l’ensemble des actions émises par la Société, et ne pourra avoir pour effet de conférer à un même Bénéficiaire plus de 10% de la valeur de l’ensemble des actions émises par la Société, étant précisé que, pour l’appréciation du seuil de 10%, ne seront prises en compte que les actions de la Société détenues directement depuis moins de sept ans par ledit Bénéficiaire. | It is further provided that in no event shall the value of the Restricted Stock Units represent more than 13.04% of the value of all shares issued by the Company, and shall not have the effect of granting to the same Beneficiary more than 10% of the value of all shares issued by the Company, it being provided that, for the assessment of the 10% threshold, only the shares of the Company held directly by such Beneficiary for less than seven years shall be taken into account. | ||
| Les Actions Ordinaires qui ne seront pas livrées aux Bénéficiaires viendront en déduction du nombre d’Actions Ordinaires attribuées et pourront ainsi faire l’objet d’une nouvelle attribution, sous réserve du respect des conditions fixées par l’Autorisation des Actionnaires. | Non-vested Shares shall reduce the number of granted Ordinary Shares and will be available for a new grant, provided that the conditions imposed by the Shareholders’ Authorization are satisfied. | ||
| 2.3 | Conditions d’attribution et d’acquisition | 2.3 | Grant terms and vesting conditions |
| --- | --- | --- | --- |
| Le Conseil d’Administration définit les conditions d’attribution et d’acquisition des Actions Gratuites. | The Board of Directors defines the terms of the grant and vesting of the Restricted Stock Units. | ||
| --- | --- | ||
| L’attribution et la livraison des Actions Ordinaires sont gratuites et ne donneront lieu à aucun paiement par le Bénéficiaire au profit de la Société. | The Ordinary Shares are granted and will be delivered for no consideration and do not cause any payment by the Beneficiary to the Company. | ||
| 2.4 | Date d’Attribution | 2.4 | Grant Date |
| --- | --- | --- | --- |
| Les Actions Gratuites peuvent être attribuées par le Conseil d’Administration à n’importe quel moment à compter de la Date d’Arrêté et avant l’expiration d’un délai de trente-huit (38) mois à compter de l’Autorisation des Actionnaires. | The Restricted Shares Units may be granted by the Board of Directors at any time starting from the Approval Date and before the expiry of a thirty-eight (38) month period starting from the Shareholders’ Authorization. | ||
| --- | --- |
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| 2.5 | Notification d’Attribution | 2.5 | Notice of Grant |
|---|---|---|---|
| L’attribution d’Actions Gratuites est attestée par une Notification d’Attribution émise par la Société et remise à chaque Bénéficiaire, qui comprend notamment les informations suivantes : | The grant of the Restricted Stock Units is evidenced by a Notice of Grant issued by the Company and sent to each Beneficiary, which includes the following information: | ||
| --- | --- | ||
| - | le nombre d’Actions Gratuites attribuées ; | - | the number of granted Restricted Stock Units; |
| --- | --- | --- | --- |
| - | la Date d’Attribution ; | - | the Grant Date; |
| - | les Dates d’Acquisition ; | - | the Vesting Dates; |
| - | la durée de la Période de Conservation ; et | - | the duration of the Holding Period; and |
| - | toute obligation à la charge du Bénéficiaire. | - | any obligation binding on a Beneficiary. |
| Le Règlement du Plan est joint à la Notification d’Attribution. | The Plan Rules are attached to the Notice of Grant. | ||
| --- | --- | ||
| Sauf mention contraire dans la Notification d’Attribution, les Actions Gratuites sont attribuées à chaque Bénéficiaire à la Date d’Attribution, à la condition du retour, par courrier recommandé avec avis de réception (ou remise en mains propres), à la Société, au plus tard à l’expiration d’un délai de trente (30) jours calendaires à compter de la réception de la Notification d’Attribution, du Règlement du Plan, ainsi que de tout autre document qui pourrait y être annexé, dument signé et revêtu notamment de la mention « bon pour acceptation des termes et conditions de l’attribution ». | Except otherwise provided in the Notice of Grant, the Restricted Stock Units are granted to each Beneficiary on the Grant Date, under the condition that he or she returns to the Company via registered letter with acknowledgment of receipt (or hand delivery), at the latest within thirty (30) calendar days following the receipt of the Notice of Grant, of a duly signed copy of the Plan Rules and of any other ancillary documents attached thereto, with in particular the affix “Good for acceptance of the terms and conditions of the grant”. | ||
| A défaut de réalisation de la condition dans le délai ci-dessus défini, les Actions Gratuites seront caduques et de nul effet et pourront à nouveau être utilisées par le Conseil d’Administration dans le cadre d’une attribution future conformément à l’Autorisation des Actionnaires et la Société sera en conséquence libérée de tout engagement et obligation vis-à-vis du Bénéficiaire. | Failing the fulfillment of the condition, the granted Restricted Stock Units would be null and void and may again be granted by the Board of Directors in the context of a future grant in accordance with the Shareholders’ Authorization and the Company will therefore be released from any commitment and obligation towards the Beneficiary. |
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| Les Bénéficiaires prennent l’engagement de ne pas recourir à des opérations de couverture de leur risque sur les Actions Ordinaires qu’ils pourraient recevoir ou ont reçues, sauf accord préalable du Conseil d’Administration. | The Beneficiaries undertake not to engage, without the prior approval of the Board of Directors, any risk hedging transactions on the Ordinary Shares they received or may receive. | ||
|---|---|---|---|
| 3. | DROITS DU BÉNÉFICIAIRE PENDANT LA PÉRIODE<br>D’ACQUISITION | 3. | BENEFICIARY RIGHTS DURING THE VESTING PERIOD |
| --- | --- | --- | --- |
| Les Actions Gratuites sont attribuées personnellement au Bénéficiaire et, à l’exception du cas du décès du Bénéficiaire visé à l’Article 4.2, les droits résultant de l’attribution d’Actions Gratuites ne pourront être transférés, ou faire l’objet d’une quelconque sûreté, jusqu’à la Date d’Acquisition, sans préjudice des stipulations de l’Article 4. | The Restricted Shares Units are granted to the Beneficiary personally, and the rights attached to the Restricted Shares Units may not be transferred, except in case of death of the Beneficiary as provided under Article 4.2, or subject to any security interest in any way whatsoever before the Vesting Date, without prejudice to the provisions of Article 4. | ||
| --- | --- | ||
| En cas de décès du Bénéficiaire avant la Date d’Acquisition, ses héritiers ou ayants droit pourront demander la livraison anticipée des Actions Ordinaires à livrer au Bénéficiaire dans un délai de six mois à compter du décès du Bénéficiaire. | In case of death of the Beneficiary before the Vesting Date, his/her heirs or successors may, during a six-month period as of the date of death, request the anticipated delivery of the Ordinary Shares to be delivered to the Beneficiary. |
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| 4. | CALENDRIER ET CONDITIONS D’ACQUISITION | 4. | VESTING SCHEDULE AND CONDITIONS |
|---|---|---|---|
| 4.1 | Principes | 4.1 | Principles |
| Sous réserve des stipulations dérogatoires<br>figurant aux Articles 4.2 et 4.3, à chacune des dates anniversaires visées ci-après (les « Dates Anniversaires »),<br>sous réserve d’avoir conservé la qualité de Personne Éligible jusqu’à la date anniversaire<br>concernée, un Bénéficiaire aura acquis un droit irrévocable à recevoir un pourcentage du nombre d’Actions<br>Ordinaires arrêté dans la Notification d’Attribution, déterminé comme suit : | Subject to the derogatory provisions of Articles<br>4.2 and 4.3, on each of the anniversary dates referred to below (the « Anniversary Dates »), subject to having<br>remained Eligible Person until the relevant anniversary date, a Beneficiary shall have acquired an irrevocable right to receive a percentage<br>of the number of Ordinary Shares set out in the Notice of Grant, as follows: | ||
| --- | --- | ||
| - | 1^ère^<br>anniversaire de la Date d’Attribution : 25% des Actions Gratuites, qui seront soumises à la Période de<br>Conservation ; | - | 1^st^ anniversary of the Grant Date: 25% of the Restricted Stock Units (subject to the Holding Period); |
| --- | --- | --- | --- |
| - | 2^ème^<br>anniversaire de la Date d’Attribution : 25% des Actions Gratuites, qui ne seront pas soumises à la Période de<br>Conservation ; | - | 2^nd^ anniversary of the Grant Date: 25% of the Restricted Stock Units (not subject to the Holding Period); |
| - | 3ème anniversaire de la Date d’Attribution : 25% des Actions Gratuites, qui ne seront pas soumises à la Période de Conservation ; et | - | 3^rd^ anniversary of the Grant Date: 25% of the Restricted Stock Units (not subject to the Holding Period); and |
| - | 4ème anniversaire de la Date d’Attribution : 25% des Actions Gratuites, qui ne seront pas soumises à la Période de Conservation. | - | 4^th^ anniversary of the Grant Date: 25% of the Restricted Stock Units (not subject to the Holding Period). |
| Par exception à ce qui précède, la Notification d’Attribution pourra prévoir un calendrier d’acquisition distinct de celui prévu dans le Plan. | By exception to the foregoing, the Notice of Grant may provide a vesting schedule distinct from the one set out in the Plan. | ||
| --- | --- | ||
| Pour les besoins du présent Article, un Bénéficiaire perdra la qualité de Personne Éligible s’il n’est plus lié à la Société ou à toute autre société du Groupe auquel la Société appartient par un mandat social ou contrat de travail, pour quelque cause que ce soit, y compris, sans que cette liste soit limitative, pour cause de décès, d’Invalidité, de démission, de licenciement, de départ ou mise à la retraite. La perte de la qualité de Personne Éligible interviendra à la Date de Notification de Départ. | For the purpose of this Article, a Beneficiary shall cease to be an Eligible Person if he or she is no longer bound to the Company, or to any other company within the Group, by a corporate mandate or an employment contract, for whatever reason, including without limitation by reason of death, Disability, resignation, dismissal, voluntary retirement or compulsory retirement. The loss of Eligible Person status shall take effect on the Departure Notification Date. |
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| Par ailleurs, un Bénéficiaire perdra<br>la qualité de Personne Éligible, si et à compter du jour où la Société cessera de détenir<br>au moins 50 % du capital ou des droits de vote de la société du Groupe à laquelle le Bénéficiaire<br>est lié, sauf décision contraire prise par le Conseil d’Administration. | Furthermore, a Beneficiary shall cease to be<br>an Eligible Person in the case where, and as of the date when the Company shall no longer own at least 50% of the capital or voting rights<br>of the group company in which such Beneficiary holds a position, unless the Board of Directors decides otherwise. | ||
|---|---|---|---|
| Aucune des stipulations du présent Plan ne constitue, le cas échéant, un élément du contrat de travail d’un Bénéficiaire. Les droits et obligations découlant de la relation de travail entre le Bénéficiaire et la Société ou les sociétés du Groupe ne peuvent en aucune manière être affectés par le Règlement du Plan dont ils sont totalement distincts. La participation au présent Plan d’attribution ne saurait conférer aucun droit relatif à la poursuite de la relation de travail. | None of the provisions of this Plan shall constitute, as the case may be, an element of the employment contract of a Beneficiary. The rights and obligations arising from the employment relationship between the Beneficiary and the Company or the companies of the Group cannot in any way be affected by the Plan Rules, which are totally distinct from them. Participation in this award Plan shall not confer any rights with respect to the continuation of the employment relationship. | ||
| 4.2 | Dérogations en cas d’Invalidité ou<br>de décès du Bénéficiaire | 4.2 | Exceptions in the event of Disability or death of<br>the Beneficiary |
| --- | --- | --- | --- |
| Par dérogation aux stipulations de l’Article<br>4.1, l’intégralité des Actions Gratuites attribuées à un Bénéficiaire lui sera définitivement<br>acquise par anticipation en cas d’Invalidité ou de décès du Bénéficiaire, si, dans ce dernier<br>cas, ses héritiers manifestent la volonté de recevoir les Actions Ordinaires dans les six mois suivant la date du décès,<br>période à l’issue de laquelle les Actions Gratuites deviennent caduques. | Notwithstanding the provisions of Article 4.1, vesting of the Restricted Stock Units granted to a Beneficiary shall be accelerated in case of Disability or death of the Beneficiary, if, in the latter case, his/her heirs request the delivery of the Ordinary Shares within six months of the date of the death, after which the Restricted Shares Units shall become null and void. | ||
| --- | --- | ||
| Il est précisé que, dans les cas visés ci-avant, les Actions Ordinaires seront livrées par anticipation, quand bien même la date de l’évènement interviendrait avant le 1^er^ anniversaire de la Date d’Attribution. | It is specified that in the cases referred to above, the Ordinary Shares shall be delivered in advance, even if the event occurs before the 1^st^ anniversary of the Grant Date. | ||
| 4.3 | Autres dérogations | 4.3 | Other exceptions |
| --- | --- | --- | --- |
| Par dérogation aux stipulations de l’Article<br>4.1, tout ou partie des Actions Gratuites attribuées à un Bénéficiaire pourront lui être définitivement<br>acquises par anticipation, nonobstant toute condition de présence, en cas de décision expresse en ce sens du Conseil d’Administration<br>en cas de réalisation de l’une des opérations suivantes : | Notwithstanding the provisions of Article 4.1,<br>all or part of the Restricted Stock Units granted to a Beneficiary may be definitively vested in advance, regardless of any continued<br>service condition, in the event of an express decision to that effect by the Board of Directors upon the occurrence of any of the following<br>transactions: | ||
| --- | --- | ||
| - | vente de quatre-vingt-quinze pour cent (95%) des actions de la Société avant la dernière Date Anniversaire ; ou | - | sale of ninety-five percent (95%) of the shares of the Company before the last Anniversary Date; or |
| --- | --- | --- | --- |
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| - | fusion par voie d’absorption de la Société avant la dernière Date Anniversaire à l’issue de laquelle les Actionnaires qui détenaient le contrôle de la Société immédiatement avant la réalisation de la fusion ne détiendront pas le contrôle de la société bénéficiaire de la fusion ; ou | - | merger by absorption of the Company before the last Anniversary Date at the end of which the Shareholders who held control of the Company immediately before the completion of the merger will not hold control of the company benefiting from the merger; or |
|---|---|---|---|
| - | cession ou toute autre forme de transfert avant la dernière Date Anniversaire par un ou plusieurs Actionnaires de la Société à toute personne d’un nombre d’actions ayant pour effet de conférer à celle-ci plus de cinquante pour cent (50%) du capital et des droits de vote de la Société ; ou | - | transfer or any other form of assignment before the last Anniversary Date by one or more Shareholders of the Company to any person of a number of shares having the effect of conferring on such person more than fifty percent (50%) of the share capital and voting rights of the Company; or |
| - | cession de la totalité ou de la quasi-totalité des actifs de la Société avant la dernière Date Anniversaire à un tiers non contrôlé, directement ou indirectement, par la Société ou par les Actionnaires la contrôlant ; le terme « contrôle » s’entendant au sens de l’article L.233-3 du code de commerce. | - | sale of all or substantially all of the assets of the Company before the last Anniversary Date to a third party not controlled, directly or indirectly, by the Company or by the Shareholders controlling it; the term “control” being understood within the meaning of Article L.233-3 of the French Commercial Code |
| Il est précisé que dans les cas<br>visés ci-avant, et nonobstant toute clause contraire du présent Règlement du Plan, les Actions Ordinaires, quoique<br>acquises par anticipation, ne pourront pas être livrées avant le premier anniversaire de la Date d’Attribution. | It being specified that, notwithstanding any provisions of these Plan Rules to the contrary, the Ordinary Shares, even if they are vested by anticipation, may not be delivered before the first anniversary of the Date of Grant. | ||
| --- | --- |
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| 5. | LIVRAISON DES ACTIONS | 5. | DELIVERY OF THE SHARES |
|---|---|---|---|
| Les Actions Ordinaires auxquelles le Bénéficiaire aura un droit acquis lui seront livrées dès que possible à compter des Dates Anniversaires, sous réserve de signature au plus tard à la date de livraison des Actions Ordinaires, pour tout Bénéficiaire qui ne serait d’ores et déjà partie au pacte d’actionnaires de la Société ou à tout pacte extra-statutaire en vigueur. | Vested Ordinary Shares shall be delivered to the Beneficiary as soon as possible as from the Anniversary Dates, subject to the signature, at the latest on the date of delivery of the Ordinary Shares, for any Beneficiary who is not already a party to the shareholders’ agreement of the Company or any extra-statutory agreement in force. | ||
| --- | --- | ||
| La livraison des Actions Ordinaires emportera le transfert de la pleine propriété des Actions Ordinaires au profit du Bénéficiaire ou de ses ayants droit, selon le cas. | The delivery of the Ordinary Shares shall result in the transfer of the full ownership of the Ordinary Shares to the Beneficiary or his/her heirs, as the case may be. | ||
| Au plus tard le [1^er^ mars] de l’année suivant la Date d’Acquisition, un certificat sera émis par la Société et adressé au Bénéficiaire. Ce certificat comprendra notamment les informations suivantes : | No later than [1 March] of the year following the Vesting Date, a certificate shall be issued by the Company and sent to the Beneficiary. The certificate shall include the following information: | ||
| - | l’objet pour lequel il est établi (i.e. application de l’Article 80 quaterdecies du Code général des impôts) ; | - | the purpose for which it is established (i.e. application of Article 80 quaterdecies of the French General Tax Code); |
| --- | --- | --- | --- |
| - | la raison sociale et le siège social de la Société ; | - | the company name and registered office of the Company; |
| - | l’identité et l’adresse du Bénéficiaire ; | - | the identity and address of the Beneficiary; |
| - | le nombre d’Actions Ordinaires acquises et leur valeur unitaire à la Date d’Acquisition ; | - | the number of Ordinary Shares acquired and their unit value on the Vesting Date; |
| - | la fraction du gain d’acquisition de source française ; | - | the fraction of the acquisition gain from French source; |
| - | la Date d’Attribution ; | - | the Grant Date; |
| - | les Dates d’Acquisition ; et | - | the Vesting Dates; and |
| - | la durée de la Période de Conservation, le cas échéant. | - | the duration of the Holding Period, as the case may be. |
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| 6. | DROITS ATTACHÉS AUX ACTIONS ORDINAIRES | 6. | RIGHTS ATTACHED TO THE ORDINARY SHARES |
|---|---|---|---|
| Les Actions Ordinaires seront identiques aux actions ordinaires de la Société déjà émises, au regard notamment des droits de vote, droits aux dividendes et aux éventuelles réserves distribuées, droit de participer aux assemblées, droit de communication et droit préférentiel de souscription, que le Bénéficiaire peut exercer pendant la Période de Conservation, sous réserve du respect des stipulations de l’Article 7 ci-dessous. | The Ordinary Shares will be identical to the Company’s ordinary shares already issued, in particular as regards voting rights, dividends’ rights and rights to the distribution of reserves if any, right to take part in general meetings, communication rights, and preferential subscription rights, that the Beneficiary may exercise during the Holding Period, provided that the provisions of the Article 7 below are fulfilled. | ||
| --- | --- | ||
| Toutefois, les Actions Ordinaires livrées pendant le délai qui sépare la fixation du dividende de sa mise en paiement, n’ouvriront pas droit au dividende au titre de cette distribution. | However, the Ordinary Shares delivered during the period between the determination of the dividend and the distribution thereof will not be entitled to receive dividends paid in respect of such distribution. | ||
| 7. | CONSERVATION DES ACTIONS ORDINAIRES | 7. | HOLDING OF THE ORDINARY SHARES |
| --- | --- | --- | --- |
| Les Actions Ordinaires ne pourront être cédées ou faire l’objet d’une quelconque sûreté pendant la Période de Conservation. A cet effet, les Actions Ordinaires devront être inscrites sur un compte nominatif, au nom du Bénéficiaire, administré par la Société ou un teneur de compte, avec la mention de l’indisponibilité. | The Ordinary Shares cannot be transferred or be subject to any security interest during the Holding Period. For this purpose, the Ordinary Shares must be registered under a nominative account in the name of the Beneficiary, managed by the Company or an account holder, mentioning the transfer restriction. | ||
| --- | --- | ||
| Nonobstant ce qui précède, les Actions Ordinaires seront librement cessibles en cas (i) d’Invalidité ou (ii) de décès du Bénéficiaire (par les héritiers ou ayants droit de ce dernier), sous réserve des dispositions des Statuts. | Notwithstanding the aforementioned, the Ordinary Shares shall be freely transferable, in the event of (i) Disability or (ii) death of the Beneficiary (by his/her heirs or successors), subject to the provisions of the Articles of Association. | ||
| A l’issue de la Période de Conservation, ainsi que dans les cas visés au paragraphe précédent sous réserve des dispositions des Statuts, les Actions Ordinaires seront disponibles et pourront être librement cédées par le Bénéficiaire. | At the end of the Holding Period, as well as in the cases mentioned in the previous paragraph subject to the provisions of the Articles of Association, the Ordinary Shares may be freely transferred by a Beneficiary. |
19
| Toutefois, dans l’hypothèse où<br>les Actions Ordinaires viendraient à être cotées sur un Marché Règlementé, les Actions Ordinaires<br>ne pourront être cédées au cours des périodes suivantes, définies par l’Article L.225-197-1 du<br>Code de Commerce : | However, if the Ordinary Shares are listed on a Regulated Market by the time the Ordinary Shares are sold, the sale of the Shares will be prohibited during the following periods, as defined in Article L.225-197-1 of the Commercial Code: | ||
|---|---|---|---|
| - | dans le délai de trente jours calendaires avant l’annonce d’un rapport financier intermédiaire ou d’un rapport de fin d’année que la Société est tenue de rendre public ; et | - | within thirty calendar days before the announcement of an interim financial report or a year-end report that the Company is required to make public; and |
| --- | --- | --- | --- |
| - | durant la période pendant laquelle les membres du Conseil d’Administration ou exerçant les fonctions de directeur général ou de directeur général délégué et par les salariés ont connaissance d’une information privilégiée, au sens de l’article 7 du règlement (UE) n° 596/2014 du Parlement européen et du Conseil du 16 avril 2014 modifié sur les abus de marché (règlement relatif aux abus de marché) et abrogeant la directive 2003/6/ CE du Parlement européen et du Conseil et les directives 2003/124/CE, 2003/125/CE et 2004/72/CE de la Commission, qui n’a pas été rendue publique. | - | during the period in which members of the Board of Directors or persons acting as chief executive officer or deputy chief executive officer and employees have knowledge of inside information, within the meaning of Article 7 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation), as amended, and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, which has not been made public. |
| En outre, le Bénéficiaire devra respecter toute réglementation le cas échéant applicable en matière d’informations privilégiées et devra notamment s’abstenir de céder ses Actions Ordinaires s’il a connaissance d’une information privilégiée, conformément aux dispositions légales et règlementaires applicables. | Furthermore, a Beneficiary shall comply with any applicable provisions relating to inside information and in particular, shall refrain from transferring his or her Ordinary Shares in case he or she is aware of any inside information, in accordance with applicable legal and regulatory provisions. | ||
| --- | --- | ||
| Nonobstant les autres stipulations du Règlement du Plan, et conformément aux termes de l’article L. 225-197-1 II du Code de commerce et aussi longtemps que cette disposition sera en vigueur, les dirigeants auxquels les Actions Gratuites auront été définitivement attribuées en cette qualité seront tenus de conserver 1 % desdites Actions Gratuites, à compter de leur Date d’Acquisition et jusqu’à la cessation de leurs fonctions de dirigeant (sans préjudice des stipulations des Statuts), étant toutefois précisé que ces actions pourront être apportées conformément aux dispositions du dernier alinéa de l’article L. 225-197-1 III du Code de Commerce, l’obligation de conservation demeurant applicable aux actions ou parts reçues en contrepartie de l’apport. | Notwithstanding the other provisions of the Plan Rules, and in accordance with the terms of Article L. 225-197-1 II of the French Commercial Code and as long as this provision remains in force, corporate officers to whom Restricted Stock Units have been definitively granted in that capacity shall be required to retain 1% of such Restricted Stock Units, as from their Vesting Date and until the termination of their position as corporate officer (without prejudice to the provisions of the Articles of Association), it being specified however that these shares may be contributed in accordance with the provisions of the last paragraph of Article L. 225-197-1 III of the French Commercial Code, the holding obligation remaining applicable to the shares or units received in exchange for the contribution. |
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| Par ailleurs, chaque Bénéficiaire (ou ses héritiers, le cas échéant) s’interdit de procéder à un Transfert des actions, si ce n’est conformément aux stipulations et des Statuts. | Furthermore, each Beneficiary (or his/her heirs, as the case may be) agrees not to Transfer the shares, except in accordance with the provisions of the Articles of Association. | ||
|---|---|---|---|
| 8. | AJUSTEMENTS APRÈS MODIFICATIONS DU CAPITAL OU<br>DE LA SITUATION DE LA SOCIÉTÉ | 8. | ADJUSTMENTS AFTER CHANGES IN THE COMPANY’S CAPITAL<br>OR SITUATION |
| --- | --- | --- | --- |
| Si à un moment quelconque au cours de la Période d’Acquisition, la Société est absorbée ou scindée, les actions de l’entité survivante seront livrées en lieu et place des Actions Ordinaires à la Date d’Acquisition. Le nombre d’actions de l’entité survivante qui sera livré dépendra de la parité d’échange convenue entre les parties dans le traité de fusion ou de scission, selon le cas. | If, at any time during the Vesting Period, the Company is merged or split, a Beneficiary shall, on the Vesting Date, receive shares of the surviving entity rather than Ordinary Shares. The number of shares of the surviving entity that will be delivered shall depend on the exchange ratio agreed between the parties in the merger or demerger agreement, as the case may be. | ||
| --- | --- | ||
| L’échange sans soulte d’Actions Gratuites attribuées définitivement résultant d’une opération de fusion, de scission, de division ou de regroupement réalisée conformément à la réglementation en vigueur ne constituera pas une rupture de l’incessibilité visée au présent Règlement du Plan. Les actions ainsi reçues en échange des Actions Gratuite attribuées définitivement demeureront alors incessibles jusqu’à l’expiration de la Période de Conservation. | The exchange without payment of a balance of definitively granted Restricted Stock Units resulting from a merger, demerger, division or consolidation carried out in accordance with applicable regulations shall not constitute a breach of the non-transferability referred to in these Plan Rules. The shares thus received in exchange for the definitively granted Restricted Stock Units shall then remain non-transferable until the expiration of the Holding Period. | ||
| En cas d’opérations financières visées à l’Article L. 225-181 alinéa 2 du Code de Commerce appliqué mutatis mutandis aux Actions Gratuites intervenant pendant la Période d’Acquisition et pouvant donner lieu à une modification de la valeur ou du nombre d’Actions Gratuites initialement attribuées, le Conseil d’Administration et s’il le juge approprié, pourra prendre toutes mesures permettant de préserver les intérêts et droits des Bénéficiaires. Nonobstant ce qui précède, sauf décision contraire du Conseil d’Administration, aucun ajustement ni aucune mesure décrite au présent Article 8 ne sera autorisé dans la mesure où il aurait pour effet de rendre le Plan non conforme aux règles Nasdaq applicables. | In the event of financial transactions listed under Article L. 225-181 paragraph 2 of the French Commercial Code applying mutatis mutandis to the Restricted Stock Units occurring during the Vesting Period and resulting in a modification of the value or number of Restricted Stock Units initially awarded, the Board of Directors, if he deems appropriate, may take all measures to protect the interests and rights of the Beneficiaries. Notwithstanding the foregoing, unless otherwise determined by the Board of Directors, no adjustment or action described in this Article 8 shall be authorized to the extent that it would cause the Plan to violate the applicable Nasdaq rules. |
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| 9. | POUVOIRS DU CONSEIL D’ADMINISTRATION | 9. | POWERS OF THE BOARD OF DIRECTORS |
|---|---|---|---|
| Le Conseil d’Administration dispose d’un pouvoir discrétionnaire pour analyser et interpréter les termes du Règlement du Plan. | The Board of Directors has the discretionary power to analyze and interpret the terms of the Plan Rules. | ||
| --- | --- | ||
| Le Conseil d’Administration peut à tout moment procéder à toute modification du Plan plus favorable à un ou plusieurs Bénéficiaires qui s’avérerait nécessaire, notamment pour permettre à un ou plusieurs Bénéficiaires ou à la Société ou une société du Groupe de bénéficier d’un régime fiscal ou de sécurité sociale plus favorable, en vigueur en France ou dans tout autre État où le Règlement du Plan aurait vocation à s’appliquer. Le Conseil d’Administration informe dans un tel cas par écrit l’ensemble des Bénéficiaires concernés par la modification des conditions du Plan. | The Board of Directors may at any time, make any necessary amendments to the Plan more favorable to one or more Beneficiaries which may be necessary, in particular to enable one or more Beneficiaries or the Company or a Group company to benefit from the preferential tax and/or social security regime applicable in France or in any other countries where the Plan Rules may apply. The Board of Directors will then inform, in writing, all the Beneficiaries concerned by the changes to the conditions of the Plan. | ||
| 10. | LIMITATIONS | 10. | LIMITATIONS |
| --- | --- | --- | --- |
| L’attribution d’Actions Gratuites ne constitue en aucune façon un élément du contrat de travail des Bénéficiaires et le bénéfice d’une Action Gratuite ne confère aucun droit à bénéficier d’une Action Gratuite ultérieure. | The grant of Restricted Stock Units does not in any way constitute an element of the Beneficiaries’ employment contract and the benefit of a Restricted Stock Unit does not confer any right to a subsequent grant of Restricted Stock Unit. | ||
| --- | --- | ||
| Ni le Plan, ni une quelconque Action Gratuite ne confère à un Bénéficiaire un droit au maintien de son emploi dans le Groupe. En outre, ils ne limitent en aucun cas le droit que peuvent avoir, le cas échéant, le Bénéficiaire, la Société ou une autre société du Groupe de mettre fin, en toute circonstance, à cet emploi, avec ou sans motif. | Neither the Plan nor any Restricted Stock Unit confers on a Beneficiary a right to maintain his or her employment in the Group. In addition, they do not in any way limit the right, if any, of the Beneficiary, the Company or any other Group company to terminate such employment, with or without cause, in any circumstances. | ||
| 11. | impots et prelevements obligatoires | 11. | TAXES AND MANDATORY LEVIES |
| --- | --- | --- | --- |
| Chaque Bénéficiaire supportera tous<br>impôts, charges, contributions sociales (autres que patronales), retenues à la source et prélèvements obligatoires<br>mis à sa charge (y compris par voie de prélèvement à la source) par la législation en vigueur à<br>la date d’exigibilité desdits impôts, charges, contributions sociales (autres que patronales), retenues à la<br>source ou prélèvements et est entièrement responsable des déclarations qui lui incombent auprès des<br>autorités fiscales ou sociales du pays dont il est résident fiscal ou de tout autre pays où il aurait des obligations<br>fiscales et/ou sociales. | Each Beneficiary shall bear all taxes, charges, social contributions (other than employer contributions), withholding taxes and mandatory levies charged to him/her (including by way of withholding at source) by the legislation in force at the date of payment of such taxes, charges, social contributions (other than employer contributions), withholding taxes or levies and is fully responsible for the declarations he/she is required to make to the tax or social authorities of the country of which he/she is a tax resident or any other country where he/she may have tax and/or social obligations. | ||
| --- | --- |
22
| En tant que de besoin, il est précisé qu’à cette fin, tous impôts, cotisations et contributions sociales devant être payés par voie de prélèvement, retenue à la source ou devant être précomptés par la Société ou une société du Groupe ou à payer par la Société ou une société du Groupe pour le compte des Bénéficiaires pourront être prélevés, retenus ou payés, dans la limite permise par la réglementation applicable, par voie de compensation par la Société ou une société du Groupe sur tous paiements effectués par la Société aux Bénéficiaires. | For the avoidance of doubt, it is provided that for this purpose, all taxes, social security contributions and charges that must be paid by way of withholding, deduction at source or that must be withheld by the Company or a Group company, or that must be paid by the Company or a Group company on behalf of the Beneficiaries, may be withheld, deducted or paid, to the extent permitted by applicable laws, by way of set-off by the Company or a Group company against any payments made by the Company to the Beneficiaries | ||
|---|---|---|---|
| Si la Société, une société du Groupe ou, le cas échéant, la banque assurant la gestion du Règlement du Plan, doit s’acquitter des charges, cotisations ou contributions sociales (autres que patronales), impôt, retenue à la source ou tout autre type de prélèvements pour le compte d’un Bénéficiaire du fait de l’attribution des Actions Gratuites de leur livraison ou de leur cession, la Société se réserve le droit de reporter la livraison des Actions Gratuites à ce Bénéficiaire ou d’interdire leur cession jusqu’à ce que le Bénéficiaire concerné ait payé les montants dus ou fait le nécessaire pour que le paiement soit effectué. | If the Company, a Group company or, as the case may be, the bank managing the Plan Rules, must pay charges, social contributions (other than employer contributions), tax, withholding tax or any other type of levy on behalf of a Beneficiary as a result of the grant, delivery or sale of the Restricted Stock Units, the Company reserves the right to postpone the delivery of the Restricted Stock Units to such Beneficiary or to prohibit their sale until the relevant Beneficiary has paid the amounts due or made the necessary arrangements for payment to be made. | ||
| 12. | STIPULATIONS POUR LES PARTICIPANTS ÉTRANGERS | 12. | PROVISIONS FOR FOREIGN PARTICIPANTS |
| --- | --- | --- | --- |
| Nonobstant toute stipulation contraire du Plan, afin de se conformer aux lois applicables dans des pays autres que la France, ou aux exigences de toute bourse de valeurs étrangère ou autre loi applicable, le Conseil d’Administration dispose, à sa seule discrétion, du pouvoir et de l’autorité nécessaires pour : (a) déterminer quelles Personnes Éligibles situées hors de France sont éligibles à participer au Plan ; (b) modifier les termes et conditions de toute Action Gratuite attribuée à des Personnes Éligibles situées hors de France afin de se conformer à la loi applicable (y compris, sans limitation, aux lois étrangères applicables ou aux exigences de cotation de toute bourse de valeurs étrangère) ; (c) établir des sous-plans et modifier les modalités d’exercice ainsi que les autres conditions et procédures, dans la mesure où ces actions peuvent être nécessaires ou souhaitables, étant toutefois précisé qu’aucun de ces sous-plans et/ou modifications ne devra augmenter le plafond d’actions ; et (d) prendre toute mesure, avant ou après l’attribution d’une Action Gratuite, qu’il juge souhaitable afin d’obtenir toute autorisation ou de se conformer à toute exemption ou autorisation règlementaire locale nécessaire ou à toute exigence d’admission aux négociations d’une bourse de valeurs étrangère. | Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in countries other than France, or in order to comply with the requirements of any foreign securities exchange or other applicable law, the Board of Directors, in its sole discretion, shall have the power and authority to: (a) determine which Eligible Persons outside France are eligible to participate in the Plan; (b) modify the terms and conditions of any Restricted Stock Unit granted to Eligible Persons outside France to comply with applicable law (including, without limitation, applicable foreign laws or listing requirements of any foreign securities exchange); (c) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable; provided, however, that no such subplans and/or modifications shall increase the share limit; and (d) take any action, before or after a Restricted Stock Unit is granted, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals or listing requirements of any foreign securities exchange. | ||
| --- | --- |
23
| 13. | CONFORMITÉ À LA RÈGLEMENTATION SUR<br>LES VALEURS MOBILIÈRES | 13. | Compliance with Securities<br>Law |
|---|---|---|---|
| L’attribution d’Actions Gratuites<br>et l’émission d’actions au titre de toute Action Gratuite seront soumises au respect de toutes les lois applicables.<br>En outre, aucune action ne pourra être émise au titre d’une Action Gratuite sauf si (a) une déclaration d’enregistrement<br>au titre de la loi sur les valeurs mobilières applicable est alors en vigueur relativement aux actions pouvant être émises<br>au titre de l’Action Gratuite ou (b) les actions pouvant être émises au titre de l’Action Gratuite peuvent l’être<br>conformément aux modalités d’une exemption applicable aux exigences d’enregistrement prévues par la loi<br>sur les valeurs mobilières applicable. L’impossibilité pour la Société d’obtenir de toute autorité<br>réglementaire compétente l’autorisation, le cas échéant, que le conseil juridique de la Société<br>estime nécessaire à l’émission et à la vente licites de toute action au titre des présentes dégagera<br>la Société de toute responsabilité au titre du défaut d’émission ou de vente des actions pour<br>lesquelles cette autorisation requise n’aurait pas été obtenue. Comme condition à l’émission de<br>toute action, la Société pourra exiger du Bénéficiaire qu’il satisfasse à toute condition qui<br>pourrait être nécessaire ou appropriée, qu’il atteste du respect de toute loi applicable et qu’il fasse<br>toute déclaration ou garantie à cet égard pouvant être demandée par la Société. | The grant of Restricted Stock Units and the issuance of shares pursuant to any Restricted Stock Unit shall be subject to compliance with all applicable laws. In addition, no shares may be issued pursuant to a Restricted Stock Unit unless (a) a registration statement under the applicable securities act shall at the time of such issuance be in effect with respect to the shares issuable pursuant to the Restricted Stock Unit or (b) the shares issuable pursuant to the Restricted Stock Unit may be issued in accordance with the terms of an applicable exemption from the registration requirements of the applicable securities act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares hereunder shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to issuance of any shares, the Company may require the Beneficiary to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law and to make any representation or warranty with respect thereto as may be requested by the Company. | ||
| --- | --- | ||
| 14. | POLITIQUE DE RECUPERATION | 14. | COMPENSATION RECOVERY POLICY |
| --- | --- | --- | --- |
| Dans<br>la mesure où une Action Gratuite attribuée en vertu du Plan (y compris tout produit, gain ou autre avantage économique<br>effectivement ou réputé perçu par un Bénéficiaire lors de la réception d’une Action<br>Gratuite ou lors de la réception ou de la revente de toute action sous-jacente à l’Action Gratuite) constitue<br>une « Incentive Compensation » ou une « Recoverable Incentive Compensation » au sens de<br>la Politique de Récupération de la Société, et que le Bénéficiaire concerné est<br>une « Covered Person » au sens de ladite politique, cette Action Gratuite sera soumise à la Politique de<br>Récupération conformément à ses termes et sous réserve du droit applicable. | To<br>the extent any Restricted Stock Unit (including any proceeds, gains, or other economic benefit actually or constructively received<br>by a Beneficiary upon any receipt of any Restricted Stock Unit or upon the receipt or resale of any shares underlying the Restricted<br>Stock Unit) granted under the Plan constitutes Incentive Compensation or Recoverable Incentive Compensation under the Company’s Compensation<br>Recovery Policy, and the relevant Beneficiary is a Covered Person under such policy, such Restricted Stock Unit shall be subject<br>to the Compensation Recovery Policy in accordance with its terms and subject to applicable law. | ||
| --- | --- | --- |
24
| Le Bénéficiaire reconnaît<br>que la Politique de Récupération pourra être modifiée, complétée ou remplacée par la Société,<br>y compris, sans limitation, par toute politique de récupération (« claw-back ») adoptée afin de<br>se conformer aux exigences du droit applicable ainsi qu’à toute règle ou réglementation adoptée en application<br>de celui-ci, que cette politique de récupération ait été ou non en vigueur à la Date d’Attribution<br>de l’Action Gratuite (la « Nouvelle Politique de Récupération »), étant précisé<br>que toute modification, tout complément ou tout remplacement devra être mis en place conformément au droit applicable.<br>Le Bénéficiaire reconnaît en outre que, dans la mesure où il entre dans le champ des personnes couvertes par<br>la Nouvelle Politique de Récupération et où les Actions Gratuites entrent dans le champ des rémunérations<br>pouvant faire l’objet d’une récupération en vertu de celle-ci, ces Actions Gratuites seront soumises à<br>la Nouvelle Politique de Récupération dans la mesure applicable en vertu de ses termes et sous réserve du droit applicable. | The Beneficiary acknowledges that the Compensation<br>Recovery Policy may be amended or supplemented or replaced by the Company, including, without limitation, by any claw-back policy adopted<br>to comply with the requirements of applicable law and any rules or regulations promulgated thereunder, whether or not such claw-back policy<br>was in place at the Grant Date of the Restricted Stock Unit (the “New Claw Back Policy”), provided that any amendment,<br>supplement or replacement shall be implemented in accordance with applicable law. The Beneficiary further acknowledges that, to the extent<br>the Beneficiary is within the scope of persons covered by the New Claw Back Policy and the Restricted Stock Units fall within the scope<br>of compensation subject to recovery thereunder, such Restricted Stock Units shall be subject to the New Claw Back Policy to the extent<br>applicable under the relevant terms and subject to applicable law. | ||
|---|---|---|---|
| 15. | STIPULATIONS DIVERSES | 15. | MISCELLANEOUS |
| --- | --- | --- | --- |
| Sauf stipulations contraires, les notifications ou documents adressés par les Bénéficiaires à la Société ou au Conseil d’Administration doivent être remis au siège social de la Société, ou à toute autre adresse indiquée par le Conseil d’Administration. Les documents ou notifications adressés aux Bénéficiaires doivent leur être remis en mains propres à leur lieu de travail ou envoyés à l’adresse que les Bénéficiaires ont indiquée par écrit à la Société à cet effet, ou en l’absence d’une telle adresse, à leur dernier domicile connu. | Unless otherwise provided for, notifications and documents sent by Beneficiaries to the Company or the Board of Directors must be delivered to the Company’s registered office or any other address indicated by the Board of Directors. Documents and notifications sent to Beneficiaries must be delivered to them in person at their workplaces or sent to the address that the Beneficiaries have indicated in writing to the Company for this purpose or, in the absence of such address, at their last known residence. | ||
| --- | --- | ||
| Le Bénéficiaire devra se conformer aux arrangements éventuellement pris par la Société ou une société du Groupe, ou toute autre personne désignée ou mandatée par la Société, pour le paiement de toutes cotisations sociales (y compris le paiement des cotisations sociales salariales) ou fiscales dans le pays où le Bénéficiaire réside ou tout autre pays, qui est lié aux Actions Gratuites. | Each Beneficiary must comply with any arrangements which may be made by the Company or a Group company, or any other person designated or empowered by the Company, for the payment of all social security contributions (including employees’ social contributions) and taxes in the country where the Beneficiary is resident, or any other country related to his/her Restricted Shares Units. | ||
| Les Bénéficiaires et la Société,<br>ou selon le cas, les sociétés du Groupe, respecteront, chacun en ce qui les concerne, les obligations déclaratives<br>à effectuer auprès des services fiscaux et organismes de sécurité sociale compétents auxquelles ils<br>pourraient être soumis. | Beneficiaries and the Company, or as the case may be, the Group companies shall, each as far as they are concerned, respect filing requirements vis-à-vis the competent tax and social security authorities that they may be required to comply with. |
25
| 16. | LOI APPLICABLE – COMPÉTENCE | 16. | GOVERNING LAW - JURISDICTION |
|---|---|---|---|
| Ce<br>Plan est soumis et sera interprété selon les dispositions du droit français en vigueur à la date d’adoption<br>du Règlement de ce Plan ou celles qui les remplaceraient le cas échéant. | This<br>Plan is governed by and will be construed in accordance with the provisions of French law in force on the date of adoption of this<br>Plan Rules or those that may replace them. | ||
| --- | --- | --- | |
| Tout<br>différend né à l’occasion du présent Plan relèvera de la compétence exclusive des<br>tribunaux compétents dans le ressort de la Cour d’appel de Paris. | Any<br>dispute arising out of this Plan shall be exclusively submitted to the relevant courts under the jurisdiction of the Paris Court<br>of Appeal. | ||
| 17. | LANGUE | 17. | LANGUAGE |
| --- | --- | --- | --- |
| Le présent Règlement du Plan est rédigé en langues française et anglaise, étant précisé que la traduction en langue anglaise l’est à des fins d’information uniquement. En cas de contradiction entre les stipulations en langue française et leur traduction en anglais, seule la version française fera foi. | These Plan Rules are drafted in both French and English languages, it being specified that the English translation is for information purposes only. In case of inconsistency between the terms in French and their translation in English, the French version shall prevail. | ||
| --- | --- |
26
Annexe
Appendix
Country Addendum
Ce Country Addendum comprend des informations, exclusions de garanties et/ou stipulations additionnelles spécifiques aux pays énumérés ci-dessous, qui s’appliquent aux personnes travaillant ou résidant dans ces pays et qui peuvent impacter matériellement le Bénéficiaire qui participerait au Plan. Ces informations, exclusions de garanties et/ou stipulations peuvent également s’appliquer, à compter de la Date d’Attribution, si le Bénéficiaire se déplace vers ou est ou devient autrement soumis aux lois applicables ou aux politiques de la Société du pays concerné. Toutefois, les règlementations sur les changes et autres lois locales étant sujettes à des modifications fréquentes, il est conseillé au Bénéficiaire de consulter son propre conseiller juridique, fiscal et social avant d’accepter les Actions Gratuites ou de détenir ou de céder des Actions Ordinaires acquises dans le cadre du Plan.
This Country Addendum includes additional country-specific notices, disclaimers, and/or terms and conditions that apply to individuals who work or reside in the countries listed below and that may materially impact the Beneficiary’s participation in the Plan. Such notices, disclaimers, and/or terms and conditions may also apply, as from the date of grant, if the Beneficiary moves to or otherwise is or becomes subject to the applicable laws or company policies of the country listed. However, because foreign exchange regulations and other local laws are subject to frequent change, the Beneficiary is advised to seek advice from his own personal legal, tax and social advisor prior to accepting the Restricted Stock Units or holding or selling Ordinary Shares acquired under the Plan.
La Société ne fournit aucun conseil fiscal, social, juridique ou financier et ne fait aucune recommandation concernant l’acceptation par le Bénéficiaire des Actions Gratuites ou sa participation au Plan. Sauf indication contraire ci-dessous, les termes commencés par une majuscule auront la signification qui leur est donnée dans le Plan et la Notification d’Attribution. Le présent Country Addendum fait partie intégrante du Plan et doit être lu conjointement avec celui-ci.
The Company is not providing any tax, social, legal or financial advice, nor is the Company making any recommendations regarding the Beneficiary’s acceptance of the Restricted Stock Units or participation in the Plan. Unless otherwise noted below, capitalized terms shall have the same meaning assigned to them under the Plan and the Notice of Grant. This Country Addendum forms part of the Plan and should be read in conjunction with the Plan.
27
Exhibit 4.21
| CONTRAT DE MANDAT SOCIAL | CORPORATE MANDATE AGREEMENT |
|---|---|
| ENTRE LES SOUSSIGNÉS | BETWEEN THE UNDERSIGNED |
| BLEICHROEDER ACQUISITION FRANCE MERGER SUB 2, société anonyme au capital de 50.000 euros, dont le siège social est situé 23, rue de Choiseul, 75002 Paris, immatriculée au RCS de Paris sous le numéro 105 098 180, représentée par Monsieur Wasiq Bokhari, agissant en qualité de Directeur Général, | BLEICHROEDER ACQUISITION FRANCE MERGER SUB 2, a public limited company with a corporate capital of EUR 50,000, the registered office of which is located 23, rue de Choiseul, 75002 Paris, registered with the Paris Trade and Companies registry under number 105 098 180, represented by Mr. Wasiq Bokhari, acting in his capacity as CEO (Directeur Général), |
| Dénommée ci-après la « Société » | Hereafter referred to as the “Company” |
| D’UNE PART, | ON THE ONE HAND, |
| ET | AND |
| Monsieur Wasiq BOKHARI, né le 21 novembre 1969, au Pakistan, de nationalité américaine et demeurant 11391, Wing Point Way NE, Bainbridge Island, Washington 98110, Etats-Unis, | Mr. Wasiq BOKHARI, born on 21^st^ November 1969, in Pakistan, of American nationality and residing 11391, Wing Point Way NE, Bainbridge Island, Washington 98110, United States of America, |
| Dénommé ci-après « Monsieur BOKHARI » ou le « Directeur Général » | Hereafter referred to as “Mr. BOKHARI” or the “CEO” |
| D’AUTRE PART, | ON THE OTHER HAND, |
| Ci-après dénommés ensemble les « Parties ». | Hereafter referred together to as the “Parties”. |
| AYANT RAPPELE QUE : | WHEREAS: |
| Conformément aux dispositions des statuts de la Société, Monsieur BOKHARI a été nommé Directeur Général de la Société pour une durée indéterminée à compter du 27 août 2026, par décision de nomination du conseil d’administration en date du 27 août 2026. | In accordance with the provisions of the Company’s articles of association, Mr. BOKHARI has been appointed CEO of the Company for an indefinite term as from August 27, 2026, pursuant to the decision of the board of directors dated August 27, 2026. |
| Les Parties sont convenues de préciser dans le présent accord les conditions d’exercice du mandat social de Directeur Général de la Société par Monsieur BOKHARI (ci-après le « Mandat »). | The Parties have agreed to specify in this agreement the terms and conditions of Mr. BOKHARI’s corporate mandate as CEO of the Company (hereinafter the “Mandate”). |
1
| IL A ÉTÉ CONVENU ET ARRETE CE QUI SUIT | IT HAS BEEN AGREED AS FOLLOWS |
|---|---|
| ARTICLE 1 : DUREE<br><br>Le présent Mandat est conclu pour une durée<br>indéterminée. | ARTICLE 1: DURATION<br><br>This Mandate is entered into for an indefinite<br>term. |
| ARTICLE 2 : MISSIONS ESSENTIELLES DANS LE CADRE<br>DU MANDAT<br><br>Le Directeur Général représente<br>la Société à l’égard des tiers et est investi des pouvoirs les plus étendus pour agir en toute<br>circonstance au nom de la Société dans la limite de son objet social et des limitations prévues par les statuts et<br>sous réserve des décisions pour lesquelles les dispositions légales ou les statuts donnent compétence à<br>un autre organe, le cas échéant. | ARTICLE 2: ESSENTIAL DUTIES UNDER THE MANDATE<br><br>The CEO represents the Company towards third parties<br>and is vested with the broadest powers to act in all circumstances on behalf of the Company within the limits of its corporate purpose<br>and the restrictions provided by the articles of association and subject to decisions for which the law or the articles of association<br>grant competence to another body, if applicable. |
| ARTICLE 3 : AUTONOMIE D’ORGANISATION<br><br>En sa qualité de Directeur Général,<br>Monsieur BOKHARI disposera d’une autonomie totale dans l’organisation de son emploi du temps. | ARTICLE 3: ORGANIZATIONAL AUTONOMY<br><br>As CEO, Mr. BOKHARI will have complete autonomy<br>in organizing his schedule. |
| ARTICLE 4 : REMUNERATION<br><br>En contrepartie de l’exercice de ses fonctions<br>de Directeur Général, Monsieur BOKHARI bénéficiera d’une rémunération annuelle brute de<br>414.000 euros, payée en douze (12) mensualités égales (soit 34.500 euros bruts par mois).<br><br>En outre, Monsieur BOKHARI bénéficiera<br>d’un logement de fonction à Paris, dont la valeur locative est fixée à 6.950 euros par mois. Ce logement sera<br>utilisé par lui et sa famille en remplacement d’un hébergement hôtelier lors de leurs séjours à<br>Paris, pour les besoins de l’exercice de son Mandat.<br><br>Par ailleurs, Monsieur BOKHARI bénéficiera<br>d’un logement de fonction à New York, dont la valeur locative est fixée à 18.000 dollars par mois, mis à<br>sa disposition par Pasqal Inc. Ce logement sera utilisé par lui et sa famille en remplacement d’un hébergement hôtelier<br>lors de leurs séjours à New York, pour les besoins de l’exercice de son Mandat. | ARTICLE 4: REMUNERATION<br><br>In consideration for the performance of his duties<br>as CEO, Mr. BOKHARI will receive an annual gross remuneration of EUR 414,000, paid in twelve (12) equal monthly installments (i.e. EUR<br>34,500 gross per month).<br><br>In addition, Mr. BOKHARI shall be provided with<br>a company-provided apartment in Paris, with a monthly rental value of EUR 6,950, which will be used by him and his family in lieu of hotel<br>accommodation during their stays in Paris, for the purposes of the performance of his Mandate.<br><br>Furthermore, Mr. BOKHARI shall be provided with<br>a company-provided apartment in New York, with a monthly rental value of USD 18,000, made available to him by Pasqal Inc. Such apartment<br>shall be used by him and his family in lieu of hotel accommodation during their stays in New York, for the purposes of the performance<br>of his Mandate. |
| ARTICLE 5 : REMBOURSEMENT DE FRAIS<br><br>Les frais professionnels, notamment les frais<br>de représentation, de déplacement, d’hôtel et les autres dépenses courantes que le Directeur Général<br>aura engagés dans l’intérêt de la Société et dans le cadre de son Mandat, lui seront remboursés<br>par la Société sur présentation de justificatifs, conformément aux règles applicables au sein de la<br>Société. | ARTICLE 5: REIMBURSEMENT OF EXPENSES<br><br>Professional expenses, especially representation<br>expenses, travel, hotel and other daily expenses that the CEO incurs in the Company’s interest and in the performance of his Mandate<br>shall be reimbursed to him upon presentation of supporting documents, in accordance with applicable Company policies. |
2
| ARTICLE 6 : OBLIGATIONS PROFESSIONNELLES | ARTICLE 6: PROFESSIONAL OBLIGATIONS |
|---|---|
| Le Directeur Général s’engage à restituer, au moment de la cessation de son Mandat au sein de la Société, pour quelque cause que ce soit, et sans qu’il n’y ait besoin d’une démarche ou d’une mise en demeure préalable de la part de la Société, ou le cas échéant, avant la cessation du Mandat sur demande de la Société, tous les éléments qui sont la propriété de la Société et qui pourront être en sa possession ou sous son contrôle à cette date, en ce inclus et sans que cette liste ne soit exhaustive : clés, téléphone portable, équipement informatique, toute la correspondance, les documents, rapports, mémoires et analyses, notes, dossiers (incluant notamment tous les dossiers sauvegardés par voie électronique, ainsi que les codes ou instruments nécessaires pour accéder à ces dossiers), et toutes les copies des éléments susmentionnés, appartenant à la Société. Le Directeur Général s’engage également à restituer le logement de fonction mis à sa disposition par la Société, à la date de cessation de son Mandat. | The CEO agrees to return, upon termination of his Mandate with the Company, for any reason whatsoever, and without the need for any prior action or formal notice on the part of the Company, or as the case may be, prior to the termination of the Mandate, at the request of the Company, all items which are the property of the Company and which may be in his possession or under his control at that date, including but not limited to: keys, cell phone, computer equipment, all correspondence, documents, memos, briefs and analyses, notes, files (including in particular all files saved electronically, as well as the codes or tools required to access these files), and all copies of the above items, belonging to the Company. The CEO also undertakes to return the company-provided apartment made available to him by the Company on the date of termination of his Mandate. |
| Le Directeur Général est tenu à une obligation générale de discrétion pendant la durée de son Mandat et ne doit jamais tenter de détourner les clients de la Société à son profit ou au profit d’un tiers quelconque. | The CEO is bound by a general obligation of discretion for the duration of his Mandate, and must never attempt to divert the Company’s clients to his own advantage or to the advantage of any third party. |
| Le Directeur Général est tenu de conserver un secret absolu sur tout ce qui a trait aux secrets ou savoir-faire relatifs à l’exploitation ou l’activité de la Société et d’une manière générale, sur toutes les opérations techniques et technologiques et les méthodes de travail dont il aurait connaissance dans l’exercice de son Mandat et ce, de quelque manière que ce soit. | The CEO is bound to maintain absolute secrecy regarding any secrets or know-how relating to the Company’s operations or business, and more generally regarding any technical and technological operations and working methods of which he may become aware in the course of his Mandate, in any manner whatsoever. |
| Le Directeur Général s’engage à ne divulguer aucune des méthodes commerciales utilisées dans la Société et aucun des renseignements et projets recueillis au cours de ses fonctions, se déclarant lié à cet égard par le secret professionnel le plus absolu. | The CEO undertakes not to disclose any of the business methods used by the Company or any information or projects collected in the course of his duties, and declares himself bound in this respect by the strictest professional secrecy. |
| Cette obligation de discrétion joue tant à l’égard de la Société que de ses clients, membres et partenaires. | This obligation of discretion applies both to the Company and to its clients, members and partners. |
| Cette obligation continuera à s’appliquer même après la fin du Mandat pour quelque cause que ce soit et ce, pendant une durée de dix (10) ans après la fin du Mandat. | This obligation will continue to apply even after the end of the Mandate for any reason whatsoever, for a period of ten (10) years after the end of the Mandate. |
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| ARTICLE 7 : EXCLUSIVITE<br><br>Sous réserve des stipulations du présent<br>Article, Monsieur BOKHARI s’engage à consacrer son temps de travail au service de la Société et à n’exercer<br>aucune activité professionnelle complémentaire à celle qu’il exerce dans le cadre du présent Mandat<br>sauf accord écrit de la Société.<br><br>Cette exclusivité s’exercera toutefois<br>dans le respect de la capacité de Monsieur BOKHARI à avoir: | ARTICLE 7: EXCLUSIVITY<br><br>Subject to the provisions of this Article, Mr.<br>BOKHARI agrees to dedicate his working time to the service of the Company and not to carry out any supplementary professional activity<br>beyond that which he conducts in connection with this Mandate without the written agreement of the Company.<br><br>This exclusivity will however be exercised, in<br>compliance with Mr. BOKHARI’s ability to have: | ||
|---|---|---|---|
| - | une activité complémentaire accessoire et non concurrentielle qui n’interfère en rien avec son obligation de loyauté au titre de son Mandat et sur laquelle il fera preuve d’une totale transparence, en en informant la Société au préalable chaque année ; ou | - | an ancillary and non-competitive complementary activity that does not interfere in any way with his duty of loyalty under his Mandate and on which he will demonstrate total transparency, by informing the Company in advance each year; or |
| --- | --- | --- | --- |
| - | un mandat social dans une entreprise patrimoniale ou familiale non concurrente. | - | a corporate mandate in a non-competing patrimonial or family company. |
| Monsieur BOKHARI s’engage à déclarer intégralement et par écrit au conseil d’administration de la Société l’ensemble de ses mandats sociaux, fonctions, participations, intérêts directs ou indirects et autres activités exercés en dehors de la Société, préalablement à leur prise ou acquisition, puis sans délai en cas de modification significative et, en tout état de cause, au moins une fois par an. | Mr. BOKHARI undertakes to fully disclose in writing to the Company’s board of directors all of his corporate mandates, roles, shareholdings, direct or indirect interests and other activities outside the Company, before taking up or acquiring them, promptly upon any material change and, in any event, at least once a year. | ||
| --- | --- | ||
| En outre, Monsieur BOKHARI s’interdit, pendant toute la durée du Mandat, de prendre part à toute activité professionnelle qui concurrencerait la Société ou d’avoir un intérêt direct ou indirect dans toute activité susceptible de concurrencer, de quelque façon que ce soit, les activités de la Société. | In addition, Mr. BOKHARI is prohibited, throughout the duration of the Mandate, from taking part in any professional activity which would compete with the Company or from holding a direct or indirect interest in any activity likely to compete, in any way whatsoever, with the activities of the Company. |
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| ARTICLE 8 : LOYAUTE<br><br>Monsieur BOKHARI doit respecter l’obligation<br>de loyauté inhérente à son Mandat.<br><br>A titre d’exemples, Monsieur BOKHARI est<br>tenu de ne pas : | ARTICLE 8: LOYALTY<br><br>Mr. BOKHARI must comply with an obligation of<br>loyalty which is inherent to his Mandate.<br><br>By way of example, Mr. BOKHARI is required not<br>to: | ||
|---|---|---|---|
| - | Se placer dans une situation où ses intérêts personnels seraient en conflit avec les intérêts de la Société ou leur porteraient préjudice ; | - | Place himself in a situation where his personal interests would conflict with the interest of the Company or would be detrimental to them; |
| --- | --- | --- | --- |
| - | Se livrer pendant toute la durée du Mandat à un quelconque acte de concurrence ou de déloyauté directe ou indirecte au détriment de la Société ; | - | Engage in any act of competition or direct or indirect disloyalty to the detriment of the Company throughout the duration of the Mandate; |
| - | Formuler publiquement ou à l’extérieur de la Société toute déclaration ayant pour objet ou susceptible de dénigrer ou de porter atteinte à la réputation de la Société, de ses produits, de ses salariés, de ses dirigeants et/ou de ses décisions stratégiques, étant précisé qu’aucune stipulation du présent paragraphe ne saurait empêcher M. BOKHARI de formuler des observations et des orientations, de prendre des mesures disciplinaires ou des décisions de licenciement, ni de modifier la stratégie de la Société ; | - | Make any public or external statements intended to or likely to disparage or harm the reputation of the Company, its products, its employees, its managers and/or its strategic decisions, it being specified that nothing in this provision shall restrict Mr. BOKHARI from providing feedback and guidance, taking disciplinary or termination decisions, or changing the Company’s strategy; |
| - | Ou encore détourner la clientèle de la Société. | - | Or divert away the Company’s customers. |
| Il est rappelé que cette obligation subsiste pendant les périodes de suspension du Mandat. | It is recalled that this obligation shall remain applicable during any period of suspension of the Mandate. | ||
| --- | --- | ||
| ARTICLE 9 : CONFIDENTIALITE | ARTICLE 9: CONFIDENTIALITY | ||
| --- | --- | ||
| Sauf dans l’exercice de ses fonctions telles que mentionnées dans le présent Mandat, Monsieur BOKHARI s’engage : | Except in the performance of his duties as mentioned in the Mandate, Mr. BOKHARI undertakes: | ||
| - | A garder la plus grande confidentialité sur les informations, savoir, méthodes ou procédés techniques, documents ou données concernant la Société (Pasqal Holding SA), Pasqal SAS, leurs filiales, sociétés affiliées et toute autre société du groupe Pasqal, ainsi que leurs activités respectives, i) dont il aura eu connaissance au cours de l’exercice de ses fonctions au sein de la Société ii) qui sont nécessaires à l’activité et la pérennité de l’une quelconque de ces sociétés et iii) qui n’auront pas été rendues publiques (autrement que par le fait de Monsieur BOKHARI en violation du Mandat) (les « Informations Confidentielles ») ; et | - | To maintain the utmost confidentiality regarding information, knowledge, methods and technical processes, documents or data concerning the Company (Pasqal Holding SA), Pasqal SAS, their subsidiaries, affiliates and any other Pasqal group company, as well as their respective activities, i) of which he will have become aware during the performance of his duties within the Company, ii) which are necessary for the activity and continuity of any such company and iii) which have not been made public (other than as a result of Mr. BOKHARI’s violation of the Mandate) (the “Confidential Information”); and |
| --- | --- | --- | --- |
| - | A ne pas, directement ou indirectement, divulguer les Informations Confidentielles, les communiquer ou les laisser divulguer ou communiquer à toute personne ou entité n’ayant pas reçu l’approbation d’une personne dûment autorisée de la Société, de Pasqal SAS ou de la société du groupe Pasqal concernée et à ne pas les utiliser, à quelque usage que ce soit, que ce soit pour son compte ou pour le compte d’une autre partie. | - | Not, directly or indirectly, disclose the Confidential Information, communicate it or allow it to be disclosed or communicated to any person or entity that has not received the approval of a duly authorized person of the Company, Pasqal SAS or the relevant Pasqal group company and not to use it, in any way whatsoever, whether for his own benefit or for the benefit of any third party. |
| Si Monsieur BOKHARI s’interroge sur la nature d’Informations Confidentielles d’informations, savoirs, méthodes et procédés techniques, documents ou données, il lui appartient de solliciter des précisions. | If Mr. BOKHARI is unclear about whether information, knowledge, methods and technical processes, documents or data are Confidential Information, he must seek clarification. | ||
| --- | --- |
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| L’engagement de confidentialité de Monsieur BOKHARI sera valable pendant toute la durée du Mandat et pendant une durée de dix (10) ans après la fin du Mandat. Au cours de son Mandat ou à tout moment à l’issue de celui-ci, Monsieur BOKHARI ne doit prendre aucune copie ou enregistrement (sur quelque support que ce soit) d’aucune Information Confidentielle, quelle qu’elle soit sauf si cela est requis pour les besoins de la réalisation de ses fonctions dans le cadre du Mandat. Ce type d’information appartient, selon le cas, à la Société, à Pasqal SAS, à leurs filiales, sociétés affiliées ou à toute autre société du groupe Pasqal concernée et devra être retourné à la société concernée à tout moment durant son mandat à la demande de cette dernière et immédiatement lors de la réalisation du Mandat. | Mr. BOKHARI’s confidentiality undertaking will remain valid for the entire duration of the Mandate and for a period of ten (10) years after the end of the Mandate. During the course of his Mandate or at any time after his Mandate, Mr. BOKHARI must not make any copy or recordings (on any media whatsoever) of any Confidential Information whatsoever unless this is required for the purpose of performing his duties under this Mandate. This type of information belongs, as applicable, to the Company, Pasqal SAS, their subsidiaries, affiliates or any other relevant Pasqal group company and must be returned to the relevant company at any time during his Mandate at its request and immediately upon completion of the Mandate. |
|---|---|
| En complément des obligations de restitution prévues au présent Mandat, Monsieur BOKHARI devra, à première demande de la Société, de Pasqal SAS, de l’une de leurs filiales, sociétés affiliées ou de toute autre société du groupe Pasqal concernée et, en tout état de cause, à la cessation de son Mandat, supprimer de manière définitive ou transférer à la société concernée, selon les instructions de celle-ci, l’ensemble des données, documents, codes, fichiers, éléments de Savoir-Faire, Créations de Mandat, Informations Confidentielles et autres informations appartenant à la Société, Pasqal SAS, leurs filiales, sociétés affiliées ou toute autre société du groupe Pasqal, ou les concernant, qui seraient stockés, synchronisés ou accessibles depuis tout appareil, support, compte de messagerie, compte cloud, espace de stockage ou outil numérique personnel. Monsieur BOKHARI devra certifier par écrit le respect de cette obligation dans le délai demandé par la société concernée. Sur demande de la société concernée, Monsieur BOKHARI devra préserver tout élément de preuve pertinent et s’abstenir de toute suppression ou altération susceptible d’affecter cet élément. En cas de suspicion raisonnable de violation du présent Mandat, Monsieur BOKHARI devra coopérer de bonne foi avec toute mesure de révocation d’accès, de récupération des données, d’audit ou de revue forensic limitée aux appareils, comptes, supports ou espaces personnels susceptibles de contenir des données ou Informations Confidentielles de la Société, de Pasqal SAS, de leurs filiales, sociétés affiliées ou de toute autre société du groupe Pasqal, dans le respect des lois applicables. | In addition to the return obligations set out in this Mandate, Mr. BOKHARI shall, upon first request of the Company, Pasqal SAS, any of their subsidiaries, affiliates or any other relevant Pasqal group company and, in any event, upon termination of his Mandate, permanently delete or transfer to the relevant company, in accordance with its instructions, all data, documents, code, files, Know-How, Mandate Creations, Confidential Information and other information belonging or relating to the Company, Pasqal SAS, their subsidiaries, affiliates or any other Pasqal group company that are stored, synchronized or accessible from any personal device, medium, email account, cloud account, storage space or digital tool. Mr. BOKHARI shall certify in writing his compliance with this obligation within the timeframe requested by the relevant company. At the request of the relevant company, Mr. BOKHARI shall preserve any relevant evidence and refrain from any deletion or alteration that could affect such evidence. In the event of a reasonable suspicion of a breach of this Mandate, Mr. BOKHARI shall cooperate in good faith with any access revocation, data recovery, audit or forensic review measures limited to the personal devices, accounts, media or storage spaces that may contain data or Confidential Information of the Company, Pasqal SAS, their subsidiaries, affiliates or any other Pasqal group company, in compliance with applicable laws. |
| Monsieur BOKHARI reconnaît et accepte le fait que la Société, Pasqal SAS, leurs filiales, sociétés affiliées ou toute autre société du groupe Pasqal concernée pourraient subir un grave préjudice en cas de violation des dispositions du présent article. Tout manquement à l’obligation de confidentialité résultant du présent article constituerait une faute susceptible de justifier la rupture des relations, sans préjudice des dommages et intérêts qui pourraient être réclamés en justice par la Société, Pasqal SAS, leurs filiales, sociétés affiliées ou toute autre société du groupe Pasqal concernée du fait de la violation par Monsieur BOKHARI de cette obligation tant au cours de l’exécution du Mandat qu’après sa cessation. | Mr. BOKHARI acknowledges and accepts the fact that the Company, Pasqal SAS, their subsidiaries, affiliates or any other relevant Pasqal group company would suffer serious harm in the event of a breach of the provisions of this article. Any breach of the obligation of confidentiality set out in this article would constitute a contractual breach likely to justify the termination of the relationship, without prejudice to the damages that could be claimed in court by the Company, Pasqal SAS, their subsidiaries, affiliates or any other relevant Pasqal group company as a result of the breach by Mr. BOKHARI of this obligation both during the performance of the Mandate and after its termination. |
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| ARTICLE 10 : NON-DEBAUCHAGE<br><br>Monsieur BOKHARI s’engage, aussi longtemps<br>qu’il exercera ses fonctions de mandataire telles que visées dans le présent Mandat, et jusqu’à l’expiration<br>d’une durée de vingt-quatre (24) mois suivant la fin de ses fonctions de mandataire, à ne pas débaucher des<br>salariés ou mandataires sociaux de la Société, de Pasqal SAS, de leurs filiales, sociétés affiliées<br>ou de toute autre société du groupe Pasqal, pour le compte d’un tiers ou pour son propre compte, ou même entrer<br>en relation d’affaires avec ceux-ci, directement ou indirectement et à quelque titre que ce soit (et notamment au travers<br>d’entités dans lesquelles Monsieur BOKHARI détiendrait ou viendrait à détenir, séparément<br>ou conjointement, une participation ou au travers de toute relation d’affaires, quelle qu’en soit la nature). | ARTICLE 10: NON-POACHING<br><br>Mr. BOKHARI undertakes, as long as he exercises<br>his duties as a corporate officer as referred to in this Mandate, and until the expiration of a period of twenty-four (24) months following<br>the end of his duties as a corporate officer, not to poach employees or corporate officers of the Company, Pasqal SAS, their subsidiaries,<br>affiliates or any other Pasqal group company, for the benefit of a third party or for his own account, or even to enter into business<br>relations with them, directly or indirectly and in any capacity whatsoever (and in particular through entities in which Mr. BOKHARI would<br>hold or come to hold, separately or jointly, a participation or through any business relationship, whatever its nature). | ||
|---|---|---|---|
| ARTICLE 11 : NON-CONCURRENCE<br><br>Monsieur BOKHARI s’engage, aussi longtemps<br>qu’il exercera ses fonctions de mandataire telles que visées dans le présent Mandat, et jusqu’à l’expiration<br>d’une durée de 24 mois suivant la fin de son Mandat, à : | ARTICLE 11: NON-COMPETE<br><br>Mr. BOKHARI undertakes, as long as he exercises<br>his duties as a corporate officer as referred to in this Mandate, and until the expiration of a period of 24 months following the end<br>of his Mandate, to: | ||
| --- | --- | ||
| (a) | Ne pas exercer directement ou indirectement une activité concurrente à l’Activité (telle que définie ci-après) dans toute autre société ; | (a) | Not engage directly or indirectly in a competing activity to the Activity (as defined hereafter) in any other company; |
| --- | --- | --- | --- |
| (b) | Ne pas occuper un poste d’administrateur, de dirigeant, de censeur, de membre du conseil d’administration ou de surveillance, de salarié ou de consultant dans une société ayant une activité concurrente à l’Activité dans les zones géographiques suivantes : Union Européenne, Canada et Etats-Unis (la « Zone Géographique »). | (b) | Not hold a position as an administrator, executive officer, censor, member of the board of directors or supervisory board, employee or consultant in a company having a competing activity to the Activity in the following geographical areas: European Union, Canada, and United States (the “Geographical Area”). |
| Aux fins du présent Article, le terme « Activité » désigne, pour la Société, Pasqal SAS, leurs filiales, sociétés affiliées et toute autre société du groupe Pasqal, l’étude, la conception, la commercialisation, la distribution, le développement, l’exploitation et la maintenance de logiciels, de systèmes, de composants, de solutions et matériels informatiques et simulateurs, la réalisation de prototypes et de produits ou éléments technologiques ou Innovants relatifs à l’utilisation d’atomes neutres manipulés par laser intégrant pour ce faire l’exploitation et la valorisation des recherches, brevets et savoir-faire liés à ces concepts et technologies. | For the purposes of this Article, the term “Activity” means, with respect to the Company, Pasqal SAS, their subsidiaries, affiliates and any other Pasqal group company, the study, design, marketing, distribution, development, operation, and maintenance of software, systems, components, IT solutions and equipment, and simulators; the creation of prototypes and products or technological or innovative elements related to the use of laser-manipulated neutral atoms, integrating for this purpose the exploitation and promotion of research, patents, and know-how related to these concepts and technologies. | ||
| --- | --- |
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| Il est précisé que le présent Article n’a pas pour effet de priver Monsieur BOKHARI de la possibilité d’occuper un poste d’administrateur, de dirigeant, de censeur, de membre du conseil d’administration ou de surveillance, de salarié ou de consultant dans la Société, Pasqal SAS, l’une de leurs filiales, sociétés affiliées ou toute autre société du groupe Pasqal. | It is specified that this Article does not deprive Mr. BOKHARI of the possibility of holding a position as an administrator, executive officer, censor, member of the board of directors or supervisory board, employee, or consultant in the Company, Pasqal SAS, any of their subsidiaries, affiliates or any other Pasqal group company. |
|---|---|
| À compter de la date de fin de son Mandat, Monsieur BOKHARI percevra une indemnité mensuelle égale à 50% de la dernière rémunération mensuelle fixe effectivement perçue au cours du dernier mois précédant la cessation des fonctions, et ce pendant toute la durée de la période de non-concurrence de vingt-quatre (24) mois. Cette contrepartie financière inclura l’indemnité compensatrice de congés payés éventuellement due au titre de l’indemnité de non-concurrence. | As from the date of termination of his Mandate, Mr. BOKHARI will receive a monthly indemnity equal to 50% of the last fixed monthly remuneration actually received during the last month preceding the cessation of duties, for the entire non-competition period of twenty-four (24) months. This indemnity will include the compensation in lieu of paid holiday that may be due in respect of the non-compete indemnity. |
| En cas de manquement de Monsieur BOKHARI à l’une quelconque de ces obligations, la Société cessera de lui verser la contrepartie financière et Monsieur BOKHARI sera tenu de restituer à la Société l’intégralité des montants qui lui ont été versés par la Société, au titre de cette contrepartie financière, à compter de la date à laquelle le manquement à cette obligation est intervenu. | In the event of any breach of these obligations by Mr. BOKHARI, the Company shall cease paying to him the financial consideration, and Mr. BOKHARI shall return to the Company any and all amounts paid to Mr. BOKHARI by the Company, in respect of this financial compensation, from the date on which the obligation has been breached. |
| Toutefois, la Société ne sera pas tenue de verser cette indemnité si elle décide de ne pas appliquer la clause de non-concurrence, cette décision devant être notifiée par écrit à Monsieur BOKHARI au plus tard à la date de son départ effectif de la Société. | However, the Company will not be required to pay this indemnity if it decides not to apply the non-competition clause, this decision must be notified in writing to Mr. BOKHARI at the latest on the date of his effective departure from the Company. |
| Monsieur BOKHARI s’engage, en outre, à n’émettre aucun commentaire négatif ou avis préjudiciable, tant en public qu’en privé, de manière directe ou indirecte, sur les activités, les affaires, le savoir-faire, les projets et produits, les clients, la stratégie, la situation financière ou commerciale de la Société, de Pasqal SAS, de leurs filiales, sociétés affiliées ou de toute autre société du groupe Pasqal et à ne rien faire qui pourrait porter, directement ou indirectement, préjudice à l’image ou à la réputation des personnes morales ou physiques qui précèdent. | Mr. BOKHARI further undertakes not to make any negative comments or disparaging statements, whether in public or in private, directly or indirectly, about the activities, business, know-how, projects and products, clients, strategy, financial or commercial situation of the Company, Pasqal SAS, their subsidiaries, affiliates or any other Pasqal group company and to do nothing that could directly or indirectly harm the image or reputation of the aforementioned legal or natural persons. |
| Monsieur BOKHARI reconnaît que, compte tenu de ses expériences ou formations passées et de ses diplômes, la présente obligation de non-concurrence ne lui interdit en rien d’exercer une activité professionnelle conforme à ses compétences et qualifications postérieurement à la cessation de son Mandat. | Mr. BOKHARI acknowledges that considering his past education and professional experience and his diplomas, the present non-compete obligation does not prevent him from engaging in a professional activity that is in line with his skills and qualifications after the termination of his Mandate. |
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| ARTICLE 12 : DONNEES A CARACTERE PERSONNEL | ARTICLE 12: PERSONAL DATA |
|---|---|
| Le Directeur Général est informé que ses données à caractère personnel seront traitées conformément à la politique de confidentialité interne de la Société qui lui a été communiquée. | The CEO is informed that his personal data will be processed in accordance with the Company’s internal privacy policy communicated to him. |
| ARTICLE 13 : PROPRIETE INTELLECTUELLE | ARTICLE 13: INTELLECTUAL PROPERTY |
| 13.1. Définitions | 13.1. Definitions |
| « Droits de Propriété Intellectuelle » : concerne tous droits, enregistrés ou non, en ce compris les brevets, demandes de brevet, marques et demandes de marque, droits d’auteur et droits voisins (en ce compris les droits sur les logiciels et sur les bases de données), dessins et modèles, droits sui generis des producteurs de bases de données, noms de domaines, droits sur les dénominations sociales, noms commerciaux et enseignes, droits liés au Savoir-faire, aux secrets commerciaux et industriels, tous les droits de priorité attachés aux droits précités, ou toute forme de protection équivalente en vigueur dans le monde entier; | “Intellectual Property Rights”: concerns all rights, registered or not, including patents, patent applications, trademarks and trademark applications, copyrights and related rights (including rights to software and databases), designs and models, sui generis rights of database producers, domain names, rights to company names, trade names and signs, rights related to know-how, commercial and industrial secrets, all priority rights attached to the aforementioned rights, or any form of equivalent protection in force throughout the world; |
| « Créations » : (i) tous les logiciels, développements, programmes et suites d’instructions informatiques (sous formes de codes sources ou de codes objets), les sites internet ou applications, leurs améliorations, ainsi que les spécifications et documentations préparatoires qui y sont associés ; (ii) toutes les inventions, en ce compris les brevets, concepts, procédés, techniques, formules, algorithmes, données ou ensemble de données, bases de données, produits, méthodes de gestion industrielle ou commerciale, ainsi que leurs améliorations ; (iii) tous les signes distinctifs, en ce compris les marques et noms de domaines ; (iv) toutes les créations graphiques, visuelles, audiovisuelles ou littéraires en ce compris les articles, présentations, rapports, livres blancs, plans, schémas, œuvres musicales ou audiovisuelles, animations, dessins et modèles, logos, slogans, interfaces ou éléments graphiques de tout site internet ou application ; et (v) tous les éléments de Savoir-faire, en ce compris les secrets commerciaux et industriels et toutes les informations confidentielles les concernant. | “Creations”: (i) all software, developments, programs and computer instruction sets (in the form of source code or object code), websites or applications, their improvements, as well as the associated specifications and preparatory documentation; (ii) all inventions, including patents, concepts, processes, techniques, formulas, algorithms, data or sets of data, databases, products, industrial or commercial management methods, as well as their improvements; (iii) all distinctive signs, including trademarks and domain names; (iv) all original graphic, visual, audiovisual or literary works including articles, presentations, reports, white papers, plans, diagrams, musical or audiovisual works, animations, designs and models, logos, slogans, interfaces or graphic elements of any website or application; and (v) all elements of Know-how, including commercial and industrial secrets and all confidential information relating thereto. |
| « Création de Mandat » : signifie toute Création conçue, développée, découverte ou produite par Monsieur BOKHARI seul ou avec une ou plusieurs autres personnes dans le cadre des prestations de services réalisées aux termes du Mandat. Il est précisé que toute amélioration, création dérivée ou autre modification d’une Création Préexistante réalisée par la Société dans le cadre du Mandat sera considérée comme une Création de Mandat. | “Mandate Creation”: means any Creation conceived, developed, discovered or produced by Mr. BOKHARI alone or with one or more other persons in the context of the services provided under the terms of the Mandate. It is specified that any improvement, derivative creation or other modification of a Pre-existing Creation made by the Company under the Mandate shall be considered a Mandate Creation. |
| « Création Préexistante » : signifie toute Création réalisée par l’une ou l’autre des Parties avant la date d’effet du présent Mandat et qui ne constitue pas une Création de Mandat. | “Preexisting Creation”: means any Creation made by either Party before the effective date of this Mandate and which does not constitute a Mandate Creation. |
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| « Savoir-Faire » : signifie les connaissances et informations exclusives, commerciales, techniques, scientifiques et autres, les découvertes, les secrets d’affaires, les concepts, les procédés, les techniques, les formules, les algorithmes, les données d’entrée utilisées dans tout système d’intelligence artificielle, les données ou ensembles de données, les bases de données, les méthodes de gestion industrielle ou commerciale, ainsi que leurs améliorations, sous quelque forme que ce soit. | “Know-how”: means the exclusive, commercial, technical, scientific and other knowledge and information, discoveries, trade secrets, concepts, processes, techniques, formulas, algorithms, input data used in any artificial intelligence system, data or data sets, databases, industrial or commercial management methods, as well as their improvements, in any form whatsoever. |
|---|---|
| 13.2. Créations Préexistantes | 13.2. Pre-existing Creations |
| Le Mandat n’emporte aucun transfert de Droits de Propriété Intellectuelle sur les Créations Préexistantes des Parties. | The Mandate does not entail any transfer of Intellectual Property Rights to the Parties’ Pre-existing Creations. |
| Monsieur BOKHARI concède à la Société une licence d’utilisation non-exclusive, pouvant faire l’objet de sous-licences sur les Créations Préexistantes de Monsieur BOKHARI qui sont nécessaires pour l’utilisation ou la mise en œuvre par la Société des Créations de Mandat dont les Droits de Propriété Intellectuelle sont cédés à la Société. Cette licence est concédée à la Société pour la durée de protection des Créations Préexistantes de Monsieur BOKHARI concernées par les Droits de Propriété Intellectuelle applicables. | Mr. BOKHARI grants the Company a non-exclusive license, which may be sublicensed, to the Pre-existing Creations of Mr. BOKHARI that are necessary for the Company’s use or implementation of the Mandate Creations whose Intellectual Property Rights are assigned to the Company. This license is granted to the Company for the duration of protection of the Pre-existing Creations of Mr. BOKHARI concerned by the applicable Intellectual Property Rights. |
| 13.3. Cessions des Créations de Mandat | 13.3 Assignment of Mandate Creations |
| La Société est et sera seul propriétaire des Créations de Mandat et seul titulaire de l’ensemble des Droits de Propriété Intellectuelle qui y sont attachés. La Société est seule habilitée à exploiter les Créations de Mandat de la manière la plus large permise par la loi et ce quelle qu’en soit la finalité ou destination, directement ou indirectement, à titre gratuit ou onéreux, à titre commercial ou non comme à titre promotionnel ou publicitaire. La Société dispose seule du droit de déposer toute Création de Mandat ou tout Droit de Propriété Intellectuelle afférents aux Créations de Mandat, en son seul nom. Les Créations de Mandat peuvent être diffusées ou distribuées sous le seul nom de la Société selon les usages professionnels en vigueur, ce que Monsieur BOKHARI reconnaît et accepte expressément. | The Company is and shall be the sole owner of the Mandate Creations and the sole holder of all the associated Intellectual Property Rights. The Company is solely authorized to exploit the Mandate Creations in the broadest manner permitted by law, regardless of their purpose or destination, directly or indirectly, free of charge or for a fee, commercially or otherwise, such as for promotional or advertising purposes. The Company alone has the right to file any Mandate Creation or any Intellectual Property Right relating to the Mandate Creations, in its sole name. The Mandate Creations may be disseminated or distributed under the sole name of the Company in accordance with current professional practice, which Mr. BOKHARI expressly acknowledges and accepts. |
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| En ce qui concerne les droits d’auteur et droits voisins sur les Créations de Mandat, les Droits de Propriété Intellectuelle sur les Créations de Mandat seront cédés au fur et à mesure de leur création. Les droits ainsi cédés comprennent, en application de l’Article L.131-3 du Code de la propriété intellectuelle : | With regard to copyright and related rights on the Mandate Creations, the Intellectual Property Rights on the Mandate Creations will be assigned as and when they are created. The rights thus assigned include, in accordance with Article L.131-3 of the Intellectual Property Code: | ||
|---|---|---|---|
| - | pour le droit d’usage : le droit de faire usage et d’exploiter tout ou partie des Créations de Mandat, à titre personnel ou au bénéfice de tiers, à titre gratuit ou onéreux, aux fins d’effectuer toute forme de traitement, d’application ou d’utilisation, à quelque titre et sur quelque support que ce soit ; | - | for the right of use: the right to make use of and exploit all or part of the Mandate Creations, personally or for the benefit of third parties, free of charge or for a fee, for the purpose of carrying out any form of processing, application or use, for any purpose and on any medium whatsoever; |
| --- | --- | --- | --- |
| - | pour le droit de reproduction : le droit de reproduire, sans limitation de nombre, tout ou partie des Créations de Mandat, sur tout support connu ou inconnu à ce jour, actuel ou futur, et notamment mais non limitativement, sur tout support papier, électronique, numérique, analogique, digital, magnétique ou autrement exploitable par l’informatique, et par tout moyen de télécommunication, connu ou inconnu, actuel ou futur, notamment optique, électronique, numérique, magnétique, quelle que soit la finalité de la reproduction (commerciale, gratuite, publicitaire, promotionnelle, produits dérivés ou autre) ; | - | for the right of reproduction: the right to reproduce, without limitation as to number, all or part of the Mandate Creations, on any medium known or unknown to date, current or future, and in particular but not limited to, on any paper, electronic, digital, analog, digital, magnetic or otherwise exploitable by computer, and by any means of telecommunication, known or unknown, current or future, in particular optical, electronic, digital, magnetic, whatever the purpose of the reproduction (commercial, free of charge, advertising, promotional, derivative products or other); |
| - | pour le droit de représentation : le droit de représenter, de diffuser ou de faire diffuser, de communiquer ou mettre à disposition du public les Créations de Mandat par tout moyen et/ou support connu ou inconnu à ce jour, actuel ou futur, dans tous les formats, auprès de tout public, par tout réseau de communications, télécommunication ou autres, en ce compris par voie de cinéma, vidéo, télédiffusion, transmission analogique, hertzienne ou satellitaire, par technologie sans fil ou téléphonie mobile, et plus généralement, par tout autre moyen de communication (le réseau Internet, le courrier électronique, etc.) en vue d’une exploitation publique ou d’une utilisation privée, qu’elle soit gratuite, payante ou par abonnement quelle que soit la finalité de la représentation ou de la communication (commerciale, gratuite, publicitaire) ; | - | for the right of representation: the right to represent, broadcast or have broadcast, communicate or make available to the public the Mandate Creations by any means and/or medium known or unknown to date, current or future, in all formats, to any audience, by any communications network, telecommunications or other, including by cinema, video, television broadcasting, analog, terrestrial or satellite transmission, by wireless technology or mobile telephony, and more generally, by any other means of communication (the Internet, e-mail, etc.) for public performance or private use, whether free of charge, paid or by subscription, whatever the purpose of the representation or communication (commercial, free of charge, advertising); |
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| - | pour le droit d’adaptation : le droit de décompiler, d’adapter, de corriger, de modifier et de faire évoluer les Créations de Mandat, par tous moyens ou procédés connus ou inconnus à ce jour et notamment, mais non limitativement, par tous modes de communication visés ci-dessus, quelle que soit la finalité de l’adaptation réalisée (commerciale, gratuite, publicitaire, promotionnelle ou autre), le droit de réaliser de nouvelles versions des Créations de Mandat ou de nouvelles créations à partir des Créations de Mandat, le droit de maintenir, modifier, arranger, assembler, condenser, transcrire, numériser, mixer, migrer, compresser ou décompresser tout ou partie des Créations de Mandat, le droit de les traduire sous quelque langage ou code que ce soit (y compris informatique), le droit de les interfacer avec tout logiciel, tout matériel ou toute base de données, et le droit de les intégrer à toute œuvre existante ou à venir, et ce sur tout support et par tout moyen ; | - | for the right of adaptation: the right to decompile, adapt, correct, modify and develop the Mandate Creations, by any means or processes known or unknown to date and in particular, but not limited to, by any means of communication referred to above, whatever the purpose of the adaptation made (commercial, free of charge, advertising, promotional or other), the right to produce new versions of the Mandate Creations or new creations based on the Mandate Creations, the right to maintain, modify, arrange, assemble, condense, transcribe, digitize, mix, migrate, compress or decompress all or part of the Mandate Creations, the right to translate them into any language or code (including computer language), the right to interface them with any software, hardware or database, and the right to integrate them into any existing or future work, in any medium and by any means; |
|---|---|---|---|
| - | pour le droit d’exploitation : le droit de concéder à des tiers, en tout ou partie, sous quelque forme que ce soit, notamment par cession, licence ou tout autre type de contrat, à titre gratuit ou onéreux, tout ou partie des droits cédés sur les Créations de Mandat, de façon temporaire ou définitive ; | - | for the right of exploitation: the right to grant to third parties, in whole or in part, in any form whatsoever, in particular by assignment, license or any other type of contract, free of charge or for a fee, all or part of the rights assigned to the Mandate Creations, temporarily or permanently; |
| - | pour le droit de distribution : le droit de diffuser, commercialiser, mettre sur le marché les Créations de Mandat, à titre onéreux ou gratuit, y compris par la location ou la vente de reproductions des Créations de Mandat en tout ou partie, sur tout support ou par tout réseau de télécommunication ou communication électronique visé ci-dessus, et auprès de tout public, quelle que soit la finalité de la distribution (commerciale, gratuite, publicitaire, promotionnelle ou autre) ; | - | for the right of distribution: the right to distribute, market and sell the Mandate Creations, for payment or free of charge, including by renting or selling reproductions of the Mandate Creations in whole or in part, on any medium or by any telecommunications or electronic communications network referred to above, and to any audience, regardless of the purpose of the distribution (commercial, free of charge, advertising, promotional or other); |
| - | pour le droit de destination : le droit de définir et de modifier l’usage et la destination des Créations de Mandat sous toute forme, connue ou inconnue, actuelle ou future ; | - | for the right of destination: the right to define and modify the use and destination of the Mandate Creations in any form, known or unknown, current or future; |
| - | et plus généralement, le droit de disposer et d’exploiter librement les Créations de Mandat sous une forme non prévisible ou non prévue à la date de signature du Mandat. | - | and more generally, the right to freely dispose of and exploit the Mandate Creations in a form that is not foreseeable or not provided for on the date of signature of the Mandate. |
| Monsieur BOKHARI s’engage à (i) communiquer régulièrement à la Société, pendant la durée du Mandat, la liste exhaustive des Créations de Mandat réalisées pour le compte de la Société, (ii) confirmer, à tout moment à la demande de la Société et, dans tous les cas, à la fin de tout projet majeur de Création de Mandat, la cession à la Société de tous les droits d’auteur et droits voisins, qu’il pourrait détenir sur toute Création de Mandat, par la conclusion d’avenants au Mandat réitératifs de cette cession, et (iii) fournir à la Société tout élément ou documentation relatifs aux Créations de Mandat (y compris le code source et toute la documentation relative aux logiciels), dont la propriété matérielle est attribuée de manière irrévocable, sans limitation ni réserve, à la Société en vertu du présent Mandat. | Mr. BOKHARI undertakes to (i) regularly provide the Company, throughout the term of the Mandate, with a comprehensive list of the Mandate Creations produced on the Company’s behalf, (ii) confirm, at any time at the Company’s request and, in any case, at the end of any major Mandate Creation project, the assignment to the Company of all copyright and related rights that he may hold on any Mandate Creation, by concluding amendments to the Mandate reiterating this assignment, and (iii) provide the Company with any element or documentation relating to the Mandate Creations (including the source code and all software documentation), the material ownership of which is irrevocably assigned, without limitation or reservation, to the Company under this Mandate. | ||
| --- | --- |
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| Les cessions de Droits de Propriété Intellectuelle sur les Créations de Mandat intervenant en vertu du Mandat sont consenties à titre exclusif, pour le monde entier et pour toute la durée légale de protection des Créations de Mandat par les Droits de Propriété Intellectuelle applicables telle que prévue tant par les législations française et étrangères que par les conventions internationales, y compris leurs éventuelles prolongations. Monsieur BOKHARI s’interdit d’exploiter ou de concéder à un tiers tout droit d’utilisation et d’exploitation sur tout ou partie des Créations de Mandat. | The assignments of Intellectual Property Rights on the Mandate Creations occurring under the Mandate are granted on an exclusive basis, for the entire world and for the entire legal term of protection of the Mandate Creations by the applicable Intellectual Property Rights as provided for by both French and foreign legislation and by international conventions, including any extensions thereof. Mr. BOKHARI shall refrain from exploiting or granting to a third party any right of use and exploitation of all or part of the Mandate Creations. |
|---|---|
| Monsieur BOKHARI s’engage à fournir promptement à la Société tous documents et signatures qui seraient nécessaires pour procéder aux formalités que la Société estimerait utiles pour la protection des Créations de Mandat et qui lui seraient réclamés par la Société. En tant que de besoin, Monsieur BOKHARI s’engage à collaborer avec diligence et à apporter son assistance à la Société dans le cadre de toute réclamation ou procédure judiciaire relative aux Créations de Mandat. Monsieur BOKHARI accepte d’assister la Société, à la demande de la Société, dans le cadre de la protection de ses intérêts concernant les Créations de Mandat et les Droits de Propriété Intellectuelle y afférents dans tous pays et notamment de signer et de remettre immédiatement à la Société tous les documents et d’effectuer tous actes nécessaires sur demande de la Société. | Mr. BOKHARI undertakes to promptly provide the Company with any documents and signatures that may be necessary to carry out the formalities that the Company deems useful for the protection of the Mandate Creations and that may be requested by the Company. As necessary, Mr. BOKHARI undertakes to collaborate diligently and to provide assistance to the Company in the context of any claim or legal proceedings relating to the Mandate Creations. Mr. BOKHARI agrees to assist the Company, at the request of the Company, in protecting its interests concerning the Mandate Creations and the related Intellectual Property Rights in all countries and in particular to sign and immediately deliver to the Company all documents and to perform all necessary acts at the request of the Company. |
| Compte tenu de la cession opérée, Monsieur BOKHARI s’interdit de procéder en son nom ou au nom d’un tiers, sauf accord préalable et écrit de la Société, à tout dépôt et à toute formalité auprès de tout registre de marques, brevets, logiciels, dessins et modèles et/ou tous autres registres similaires, en France ou à l’étranger, des Créations de Mandat ou de créations similaires aux Créations de Mandat. | In view of the transfer made, Mr. BOKHARI shall refrain from proceeding in his own name or in the name of a third party, without the prior written consent of the Company, with any filing or formality with any register of trademarks, patents, software, designs and models and/or any other similar registers, in France or abroad, of the Mandate Creations or creations similar to the Mandate Creations. |
| Les Parties conviennent que la rémunération versée par la Société à Monsieur BOKHARI au titre du présent Mandat inclut la contrepartie forfaitaire à la cession prévue au présent Article conformément à l’article L131-4 du Code de la Propriété Intellectuelle. Monsieur BOKHARI se déclare pleinement rempli de ses droits au titre des cessions intervenues en vertu du Mandat et s’interdit de solliciter ou revendiquer à ce titre toute indemnité ou rémunération supplémentaire de quelque nature que ce soit. | The Parties agree that the remuneration paid by the Company to Mr. BOKHARI under this Agreement includes the lump-sum consideration for the assignment provided for in this Article in accordance with Article L131-4 of the Intellectual Property Code. Mr. BOKHARI declares that he is fully satisfied with his rights under the assignments made under the Mandate and refrains from soliciting or claiming any additional compensation or remuneration of any kind whatsoever in this respect. |
| A la date de résiliation ou de fin du Mandat, Monsieur BOKHARI s’engage par ailleurs à remettre sans délai, à la demande de la Société et/ou dès la résiliation du présent Mandat, l’ensemble des éléments constituant les Créations de Mandat, que ces dernières soient finalisées ou en cours de développement, y compris sans limitation toute documentation, élément de code, document de travail, méthode de calcul réalisés aux fins de développement des Créations de Mandat sur tout support. | On the date of termination or expiry of the Mandate, Mr. BOKHARI also undertakes to hand over without delay, at the request of the Company and/or upon termination of this Mandate, all the elements constituting the Mandate Creations, whether finalized or in development, including without limitation any documentation, code elements, working documents, calculation methods produced for the purposes of developing the Mandate Creations on any medium. |
| 13.4. Savoir-Faire | 13.4. Know-How |
| Monsieur BOKHARI s’engage à communiquer à la Société, de manière continue et sous la forme requise par la Société, tout le Savoir-Faire rattaché aux Créations de Mandat. La Société a le droit exclusif d’utiliser, d’exploiter et de divulguer ce Savoir-faire à quelque fin que ce soit et sans aucune restriction territoriale. Monsieur BOKHARI s’engage à ne pas utiliser, exploiter ou divulguer ce Savoir-faire, sauf dans la mesure où cela est nécessaire à l’exécution de ses fonctions en vertu du présent Mandat. | Mr. BOKHARI undertakes to communicate to the Company, on an ongoing basis and in the form required by the Company, all the Know-How related to the Mandate Creations. The Company has the exclusive right to use, exploit and disclose this Know-how for any purpose whatsoever and without any territorial restriction. Mr. BOKHARI undertakes not to use, exploit or disclose this Know-How, except to the extent necessary for the performance of his duties under this Mandate. |
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| 13.5. Déclarations et garanties | 13.5. Representations and warranties |
|---|---|
| Monsieur BOKHARI garantit à la Société la jouissance pleine et entière, et libre de toute servitude, des Créations de Mandat et des Droits de Propriété Intellectuelle qui y sont attachés. À ce titre, Monsieur BOKHARI garantit notamment : (i) qu’il est titulaire de l’intégralité des Droits de Propriété Intellectuelle sur les Créations de Mandat cédées à la Société et qu’il dispose de tous pouvoirs pour conclure le Mandat ; (ii) que les Créations de Mandat ne portent pas atteinte à des droits antérieurs de tiers et qu’il garantit à ce titre la Société contre tous troubles, revendications, évictions, recours ou actions de la part de toute personne sur le fondement de la contrefaçon, de la concurrence déloyale et/ou du parasitisme ; (iii) que les cessions intervenant en vertu du Mandat sont consenties à titre exclusif et que les Créations de Mandat et les Droits de Propriété Intellectuelle qui y sont attachés n’ont fait et ne font l’objet d’aucun engagement au profit de tiers, que ce soit sous la forme de cession, de licence, d’autorisation, de caution, de garantie, ou sous toutes autres formes, de nature à limiter la portée des droits cédés à la Société. | Mr. BOKHARI guarantees the Company full and unencumbered use of the Mandate Creations and the associated Intellectual Property Rights. As such, Mr. BOKHARI guarantees in particular: (i) that he holds all Intellectual Property Rights to the Mandate Creations assigned to the Company and that he has full power to conclude the Mandate; (ii) that the Mandate Creations do not infringe any prior rights of third parties and that he therefore guarantees the Company against any disturbances, claims, evictions, recourse or actions on the part of any person on the basis of counterfeiting, unfair competition and/or free riding; (iii) that the assignments occurring under the Mandate are granted on an exclusive basis and that the Mandate Creations and the Intellectual Property Rights attached to them have not been and are not the subject of any commitment to the benefit of third parties, whether in the form of assignment, license, authorization, surety, guarantee, or in any other form, likely to limit the scope of the rights assigned to the Company. |
| Monsieur BOKHARI s’engage à indemniser la Société de tous les frais, dépenses, dommages-intérêts ou pertes de quelque nature que ce soit, liés à une réclamation d’un tiers faisant valoir que Monsieur BOKHARI aurait violé un droit de tiers dans le cadre de la réalisation de ses missions aux termes du présent Mandat. | Mr. BOKHARI undertakes to indemnify the Company against all costs, expenses, damages or losses of any kind whatsoever, related to a claim by a third party asserting that Mr. BOKHARI infringed a third party right in the course of carrying out his duties under this Mandate. |
| Monsieur BOKHARI garantit qu’il fournira les Services en conformité avec l’ensemble des lois applicables, y compris, sans limitation le Règlement (UE) 2016/679 du Parlement européen et du Conseil du 27 avril 2016 relatif à la protection des personnes physiques à l’égard du traitement des données à caractère personnel et à la libre circulation de ces données ainsi que toute loi ou toute règlementation applicable à la protection des données à caractère personnel, y compris, notamment, la loi n° 78-17 relative à l’informatique, aux fichiers et aux libertés, telle que modifiée. Il fournira par ailleurs à la Société, toute la coopération nécessaire afin que la Société soit en mesure de se conformer à ses obligations légales. | Mr. BOKHARI guarantees that he will provide the Services in accordance with all applicable laws, including, without limitation, Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, as well as any law or regulation applicable to the protection of personal data, including, in particular, Law No. 78-17 on data processing, data files and individual liberties, as amended. He shall also provide the Company with all the cooperation necessary to enable the Company to comply with its legal obligations. |
| Monsieur BOKHARI s’abstiendra d’utiliser toute solution basée sur l’intelligence artificielle (y compris tout système d’intelligence artificielle tel que défini par le Règlement (UE) 2024/1689 du Parlement Européen et du Conseil du 13 juin 2024) aux fins d’exécutions de sa mission sans l’accord préalable écrit de la Société. En cas d’autorisation écrite de la Société, Monsieur BOKHARI s’engage à identifier les éléments créés en tout ou partie avec l’aide d’un système intelligence artificielle et à respecter les politiques de la Société en matière d’intelligence artificielle. | Mr. BOKHARI shall refrain from using any solution based on artificial intelligence (including any artificial intelligence system as defined by Regulation (EU) 2024/1689 of the European Parliament and of the Council of June 13, 2024) for the purposes of carrying out his mission without the prior written consent of the Company. In the event of written authorization from the Company, Mr. BOKHARI undertakes to identify the elements created in whole or in part with the help of an artificial intelligence system and commits to comply with the Company’s policies in relation to artificial intelligence. |
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| ARTICLE 14 : CESSATION DU MANDAT<br><br>Le Mandat prendra fin dans les cas suivants : | ARTICLE 14: TERMINATION OF THE MANDATE<br><br>This Mandate will end in the following cases: | ||
|---|---|---|---|
| - | d’un commun accord des Parties ; | - | by mutual agreement of the Parties; |
| --- | --- | --- | --- |
| - | pour juste motif, par décision des associés (dans les conditions prévues par les statuts); | - | for just cause, by decision of the shareholders (in accordance with the articles of association’s provisions); |
| - | par la démission du Directeur Général dans les conditions prévues dans les statuts de la Société, sous réserve du respect d’un préavis de six (6) mois pouvant être réduit sur décision des associés ayant statué sur son remplacement ; | - | by resignation of the CEO in accordance with the provisions of the articles of association of the Company, subject to compliance with a six (6)-month notice period, which may be reduced by decision of the shareholders having resolved on his replacement; |
| - | par le décès du Directeur Général ; | - | in case of the CEO’s death; |
| - | en cas d’inaptitude au travail ou une invalidité majeure reconnue par les organismes de sécurité sociale ; ou | - | in case of incapacity for work or major disability recognized by social security organizations; or |
| - | en cas d’interdiction de gérer une société. | - | in the event of a prohibition to manage a company. |
| ARTICLE 15 : DIVERS<br><br>Le présent Mandat est rédigé<br>en français et traduit en anglais. En cas de divergence entre la version française et la version anglaise, la version française<br>prévaudra.<br><br>Le Mandat est régi par le droit français.<br>Les juridictions compétentes seront les juridictions françaises. | ARTICLE 15: MISCELLANEOUS<br><br>This Mandate is drafted in French and is translated<br>into English. In the event of discrepancies between the French and English versions, the French version shall prevail.<br><br>The Mandate is governed by French law. The competent<br>courts will be the French courts. | ||
| --- | --- |
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| Les dispositions du Mandat sont séparables<br>et par conséquent, toute nullité de l’une ou plusieurs d’entre elles prononcée par un tribunal compétent<br>ne s’étend pas aux autres.<br><br>Monsieur BOKHARI bénéficiera de<br>la couverture de l’assurance responsabilité civile des dirigeants (D&O) souscrite par la Société, conformément<br>aux termes et conditions de la police d’assurance en vigueur au sein de la Société.<br><br>Le Mandat est établi en deux (2) exemplaires<br>dont l’un devra être retourné à la Société dans les plus brefs délais, revêtu de<br>la signature du Directeur Général, précédée de la mention « lu et approuvé, bon<br>pour accord » sur la dernière page, les pages précédentes étant également paraphées<br>par ses soins. | The provisions of this Mandate are separate and,<br>as a consequence, the nullity of one or several of these provisions, declared by a competent tribunal, shall not extend to the others.<br><br>Mr. BOKHARI shall benefit from the directors’<br>and officers’ liability insurance (D&O) subscribed by the Company, in accordance with the terms and conditions of the insurance<br>policy in force within the Company.<br><br>The Mandate is drawn up in two (2) counterparts,<br>one of which must be returned to the Company as soon as possible, bearing the CEO’s signature, preceded by the words “read<br>and approved” on the last page, the preceding pages also being initialed by him. |
|---|---|
| ARTICLE 16 : SIGNATURE ELECTRONIQUE<br><br>Les Parties conviennent de signer le présent<br>Mandat de manière électronique, par l’intermédiaire du prestataire de services DocuSign. Les Parties<br>reconnaissent au Mandat signé électroniquement la qualité de document original et la même force probante qu’un<br>écrit sur papier conformément aux lois et réglementations applicables. | ARTICLE 16: ELECTRONIC SIGNATURE<br><br>The Parties agree to sign the present Mandate<br>electronically, via the service provider DocuSign. The Parties acknowledge that the Mandate signed electronically is an original<br>document and has the same probative value as a written document on paper in accordance with applicable laws and regulations. |
Fait à 24 Av. Emile Baudot, 91120 Palaiseau, France / At 24 Av. Emile Baudot, 91120 Palaiseau, France:
Le 28 août 2026 / On August 28, 2026:
[Signature sur la page suivante / Signatures on the following page]
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| /s/<br>Wasiq Bokhari |
|---|
| Pour la Société / For the Company |
| Mr. Wasiq Bokhari |
| **/**s/<br>Wasiq Bokhari |
| Directeur Général / CEO* |
| Mr. Wasiq BOKHARI |
*Signature précédée de la mention “Lu et approuvé, bon pour accord” / Signature preceded by the mention
“Read and approved, good for agreement”
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Exhibit 4.33
Execution Version
PRE LOCK-UP AGREEMENT
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 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 Company (the “Business Combination Agreement”).
WHEREAS, the Business Combination Agreement provides that, among other things, following the Reincorporation Merger, Parent Surviving Corporation, acting as absorbing company (société absorbante) and the Company, acting as absorbed company (société absorbée) will enter into a Draft Merger Agreement (projet de traité de fusion) (the “Merger Agreement”), which provides, among other things, that, upon the terms and subject to the conditions thereof, the Company will be absorbed by Parent Surviving Corporation by way of a merger by absorption (fusion-absorption) in accordance the laws of the Republic of France with Parent Surviving Corporation surviving the Merger (the “Surviving Corporation”);
WHEREAS, as of the date hereof, Bpi owns of record (inscrit sur le registre des mouvements de titres) 648,700 Company Shares (all such Company Shares and any Company Shares and any other equity securities of the Company and any all other shares of the Company issued or issuable to Bpi or acquired thereby of which ownership of record or the power to vote is hereafter acquired by Bpi prior to the termination of this Agreement being referred to herein as the “Shares”); and
NOW, THEREFORE, the parties hereby agree as follows:
Transfer of Shares. Bpi, agrees that it will not, directly or indirectly, (a) sell, assign, transfer (including by operation of law), lien, pledge, dispose of or otherwise encumber any of the Shares or otherwise agree to do any of the foregoing, except for a sale, assignment or transfer pursuant to the Business Combination Agreement or to another shareholder that is a party to the Company Support Agreement and bound by the terms and obligations hereof, (b) deposit any Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement or (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any Shares; provided, that, the foregoing will not prohibit the transfer of the Shares by Bpi to an Affiliate of Bpi but only if such Affiliate executes this Agreement or a joinder agreeing to become a party to this Agreement prior to such transfer. Any attempted transfer of Shares or any interest therein in violation of this Section shall be null and void. Notwithstanding the foregoing, Bpi may sell, assign, or transfer any of its Shares to a third party (such third party, a “Permitted Transferee”) prior to the Closing if, and only if, (i) such sale, assignment, or transfer has been consented to in writing by each of the board of directors of Parent and the board of directors of the Company, and (ii) such Permitted Transferee, prior to or concurrently with such sale, assignment, or transfer, executes and delivers a signature page or joinder agreement (as applicable) to this Agreement and any Additional Agreement to which Bpi is party (or will be a party at Closing in accordance with the Business Combination Agreement), in each case, with the same force and effect as if such Permitted Transferee was originally a party thereto as Bpi.
Representations and Warranties. Bpi, represents and warrants to Parent as follows:
(a) The execution, delivery and performance by Bpi of this Agreement and the consummation by Bpi of the transactions contemplated hereby do not and will not (i) conflict with or violate any United States or non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order applicable to Bpi, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any Person, (iii) result in the creation of any encumbrance on any Shares (other than under this Agreement, the Business Combination Agreement and the agreements contemplated by the Business Combination Agreement, including the Additional Agreements), or (iv) conflict with or result in a breach of or constitute a default under any provision of Bpi’s Organizational Documents, except in the case of clauses (i), (ii) and (iv) above, as would not reasonably be expected to prevent or materially delay the consummation of the Transactions or that would reasonably be expected to prevent Bpi from fulfilling its obligations under this Agreement.
(b) As of the date of this Agreement, Bpi owns exclusively of record (inscrit sur le registre des mouvements de titres) and has good and valid title to the Shares free and clear of any security interest, lien, claim, pledge, proxy, option, right of first refusal, agreement, voting restriction, limitation on disposition, charge, adverse claim of ownership or use or other encumbrance of any kind, other than pursuant to (i) this Agreement, (ii) applicable securities laws and (iii) the Company’s Organizational Documents, and as of the date of this Agreement, Bpi has the sole power (as currently in effect) to vote and right, power and authority to sell, transfer and deliver such Shares, and Bpi does not own, directly or indirectly, any other Shares.
(c) Bpi has the power, authority and capacity to execute, deliver and perform this Agreement and this Agreement has been duly authorized, executed and delivered by Bpi.
(d) As of the date hereof, there is no Action pending against, or, to the knowledge of Bpi after reasonable inquiry, threatened against Bpi that would reasonably be expected to materially impair the ability of Bpi to perform its obligations hereunder or to consummate the transactions contemplated hereby.
(e) Bpi has read this Agreement, had the opportunity to consult legal counsel prior to entering into this Agreement, and fully and completely understands this Agreement.
(f) No agent, broker, investment banker, finder or other intermediary is or will be entitled to any fee or commission or reimbursement of expenses from Parent, Parent Merger Sub or the Company or any of their respective Affiliates in respect of this Agreement based upon any arrangement or agreement made by or on behalf of Bpi.
(g) Except for the representations and warranties made by Bpi in this Section 5, or as may be set forth in any Additional Agreements, neither Bpi nor any other Person makes any express or implied representation or warranty to Parent in connection with this Agreement or the transactions contemplated by this Agreement, and Bpi expressly disclaims any such other representations or warranties.
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Termination. This Agreement and the obligations of Bpi under this Agreement will automatically terminate upon the earliest of (a) the Closing; (b) the termination of the Business Combination Agreement in accordance with its terms and (c) the effective date of a written agreement of the parties hereto terminating this Agreement. Upon termination of this Agreement, neither party will have any further obligations or liabilities under this Agreement; provided, that, nothing in this Section 6 will relieve any party of liability for any willful material breach of this Agreement or any Fraud Claim against such party occurring prior to termination. The representations and warranties contained in this Agreement and in any certificate or other writing delivered pursuant hereto will not survive the Closing or the termination of this Agreement.
Miscellaneous.
(a) Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.
(b) All notices, requests, demands, and other communications under this Agreement will be in writing and will be deemed to have been duly given or made (a) if sent by registered or certified mail in the United States return receipt requested, upon receipt, (b) if sent designated for overnight delivery by an internationally recognized overnight air courier (such as DHL or Federal Express), two Business Days after dispatch from any location in the United States, (c) if sent by e-mail transmission before 5:00 p.m. Pacific Time on a Business Day, when transmitted and receipt is confirmed, (d) if sent by e-mail transmission on a day other than a Business Day or after 5:00 p.m. Pacific Time on a Business Day and receipt is confirmed, on the following Business Day, and (e) if otherwise actually personally delivered, when delivered; provided that such notices, requests, demands, and other communications are delivered to the address set forth below, or to such other address as any party will provide by like notice to the other parties to this Agreement.
if to the Company (following the Closing), to:
Pasqal Holding SAS
Attention: Wasiq Bokhari; Loïc Henriet; Charline Stonehouse
Email: [email protected]; [email protected]; [email protected]
with a copy to (which will not constitute notice):
Attention: Marsha Mogilevich; Yves Lepage; Olivier Jouffroy; Albert Vanderlaan
Email: [email protected]; [email protected]; [email protected]; [email protected]
if to any Parent Party:
Bleichroeder Acquisition Corp II
1345 Avenue of the Americas, Fl 47
New York, NY 10105
Attention: Robert Folino
Email: [email protected]
with a copy to (which will not constitute notice):
Reed Smith LLP
2850 N. Harwood Street, Suite 1500
Dallas, TX 75201
| Attention: | Lynwood<br>E. Reinhardt Jr., Esq. | |
|---|---|---|
| Jocelyne<br>E. Kelly | ||
| Email: | [email protected] | |
| --- | --- | --- |
| [email protected] |
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(c) If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement will nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
(d) This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter hereof. This Agreement will not be assigned (whether pursuant to a merger, by operation of law or otherwise), by any party hereto without the prior express written consent of the other parties hereto.
(e) This Agreement will be binding upon and inure solely to the benefit of each party hereto (and each party’s permitted assigns), and nothing in this Agreement, express or implied, is intended to or will confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
(f) This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing signed by each of the parties hereto.
(g) The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties hereto will be entitled, to the fullest extent permitted by applicable law, to specific performance of the terms hereof, in addition to any other remedy at law or in equity.
(h) This Agreement, including any claims or causes of action (whether in contract, tort, or statute) that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution, or performance thereof or the Transactions, will be governed by and construed and enforced in accordance with the Laws of the State of Delaware, without giving effect to any choice or conflict of Law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware, provided, however, that notwithstanding the foregoing, the Merger, as a fusion-absorption governed by French law, and all matters relating to the corporate formalities, effectiveness and legal consequences of the Merger under French law, including the transfer of assets and liabilities of the Company to the Surviving Corporation by universal succession (transmission universelle de patrimoine), shall be governed by and construed in accordance with the laws of the Republic of France. In the event of any dispute arising out of or in connection with this Agreement, or any matters described or contemplated in this Agreement, the Parties agree that any Party may elect to first refer such dispute to non-binding mediation under the ICC Mediation Rules. In the event that either (i) such dispute has not been settled pursuant to the ICC Mediation Rules within 30 days following the filing of a request for mediation by any Party or within such other period as the Parties may agree in writing, or (ii) if the Party bringing such dispute elects to forego mediation, then a Party may refer such dispute exclusively to the International Chamber of Commerce (the “ICC”) and such dispute will thereafter be finally adjudicated under the Rules of Arbitration of the ICC (the “ICC Rules”) by one arbitrator (A) appointed in accordance with the ICC Rules, and (B) in any case having substantial experience adjudicating and arbitrating disputes among parties relating to mergers and acquisitions in the State of Delaware under and in accordance with the internal laws of the State of Delaware. The venue and seat of arbitration will be Paris, France. The language to be used in the arbitral proceedings will be English. The arbitration proceedings will be confidential. The arbitrators will have the authority to issue or order injunctions, specific performance and other equitable remedies.
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(i) This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other electronic transmission, including by e-mail attachment, will be effective as delivery of a manually executed counterpart of this Agreement.
(j) This Agreement will not be effective or binding upon Bpi until after such time as the Business Combination Agreement is executed and delivered by the Company, Parent, and Parent Merger Sub.
(k) Notwithstanding anything herein to the contrary, Bpi signs this Agreement solely in such Supporting Shareholder’s capacity as a Shareholder, and not in any other capacity and, if applicable, this Agreement will not limit or otherwise affect the actions of any affiliate, employee or designee of such Supporting Shareholder or any of its affiliates in his or her capacity as an officer or director of the Company.
(l) EACH PARTY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, AND ENFORCEMENT OF THIS AGREEMENT AND THEREOF. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATION OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION**.**
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| Pasqal Holding SAS | ||
|---|---|---|
| By: | /s/ Wasiq Bokhari | |
| Name: Wasiq Bokhari | ||
| Title: President |
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| FPS Fonds Innovation Défense | ||
|---|---|---|
| By: | /s/ Emmanuel Audouard | |
| Name: Emmanuel Audouard | ||
| Title: Authorized Signatory |
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| Bleichroeder Acquisition Corp. II | ||
|---|---|---|
| By: | /s/ Marcello Padula | |
| Name: Marcello Padula | ||
| Title: Chief Executive Officer and Chief Operating Officer |
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| Bleichroeder Acquisition France 2 | ||
|---|---|---|
| By: | /s/ Michel Combes | |
| Name: Michel Combes | ||
| Title: President |
Exhibit 8.1
PASQAL HOLDING SA
LIST OF SUBSIDIARIES
| Name | State or other jurisdiction of incorporation or organization |
|---|---|
| Aeponyx Enterprises Inc. | Canada |
| Pasqal Arabia for Information Technology LLC | Kingdom of Saudi Arabia |
| Pasqal Canada Inc. | Canada |
| Pasqal Korea Co. Ltd. | Korea |
| Pasqal USA Inc. | Delaware |
| Photonic Integrated Circuits Inc. | Canada |
| Pasqal UK Hardware R&D Ltd. | England and Wales |
Exhibit 15.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Defined terms included below have the same meaning as terms defined and included elsewhere in this Shell Company Report on Form 20-F (the “Report”).
On February 28, 2026, Bleichroeder Acquisition Corp. II (“Bleichroeder” or “Parent”), a special purpose acquisition company, Bleichroeder Acquisition France Merger Sub 2 (“Merger Sub”), a wholly-owned subsidiary of Bleichroeder, and Pasqal Holding SAS (“Legacy Pasqal”) entered into an agreement and plan of merger (the “Business Combination Agreement”). The Business Combination Agreement provides that, among other things and subject to the terms and conditions therein, (i) the merger of Bleichroeder with and into Merger Sub effecting the Reincorporation Merger, with Merger Sub continuing as the surviving entity of the Reincorporation Merger as the “Bleichroeder Surviving Corporation” (such transaction, the “Reincorporation Merger”); (ii) as promptly as practicable after the date that the Reincorporation Plan of Merger has been registered by the Cayman Registrar in accordance with the Cayman Companies Act, or such later time as specified in or otherwise in accordance with the Reincorporation Plan of Merger and the Cayman Companies Act (the “Reincorporation Merger Effective Time”), the merger of Legacy Pasqal with and into Bleichroeder Surviving Corporation by way of a merger of absorption (fusion-absorption) in accordance with the applicable provisions of the French Commercial Code effecting the Merger, with Bleichroeder Surviving Corporation continuing as the surviving company and changing its name to “Pasqal Holding SA” (the “Merger”); and (iii) the listing of the Ordinary Shares and the Warrants for trading on The Nasdaq Stock Market LLC (“Nasdaq”). Bleichroeder Surviving Corporation following the consummation of the Merger is referred to herein as the “Company” or “New Pasqal” and the Reincorporation Merger and the Merger are collectively referred to herein as the “Business Combination.” The Business Combination closed on August 27, 2026 (the “Closing”).
In connection with the Business Combination Agreement, on February 28, 2026, Pasqal SAS effected an internal reorganization (the “Pasqal Reorganization”), pursuant to which Pasqal SAS and its subsidiaries became the wholly-owned subsidiary of Legacy Pasqal. Following the consummation of the Pasqal Reorganization, Legacy Pasqal owns 100% of the share capital of Pasqal SAS and its subsidiaries. Pasqal SAS and Legacy Pasqal are collectively referred to herein as “Legacy Pasqal”. See Note 1 for further details.
During January and February 2026, Legacy Pasqal executed a shareholders’ agreement with certain new and existing investors for the issuance of 499,769 Series C shares of Legacy Pasqal (“Legacy Pasqal Series C Shares”) at a price of €139.54 per share for total gross proceeds of €69.7 million (the “Series C Financing”). See Note 3, Series C Financing for further details.
During the period from April 2025 to December 2025, Legacy Pasqal entered into subscription agreements with certain new and existing investors for the purchase of redeemable bonds (the “Redeemable Bonds”) for aggregate proceeds of €68.3 million. On March 2, 2026, the Redeemable Bonds were redeemed for 682,448 Legacy Pasqal Series C Shares in connection with the Series C Financing. See Note 3, Redeemable Bonds for further details.
In connection with the Business Combination, Bleichroeder and Merger Sub entered into a securities purchase agreement, dated as of March 4, 2026 and as amended on May 23, 2026, with certain investors providing for the issuance of $312.5 million aggregate principal amount of senior unsecured convertible bonds convertible into New Pasqal Ordinary Shares (the “Senior Unsecured Convertible Bonds”) and receive warrants to subscribe up to a number of New Pasqal Ordinary Shares equal to 125% of the total number of New Pasqal Ordinary Shares into which the Senior Unsecured Convertible Bonds are initially convertible at an exercise price of $12.00 per New Pasqal Ordinary Share (each, an “Investment Warrants”), for an aggregate purchase price of $250.0 million, reflecting a 20% original issue discount in a private placement (such investment, the “March 2026 Financing”). Substantially concurrently with the Closing, the Company consummated the March 2026 Financing, pursuant to which the Company issued $312.5 million aggregate principal amount of Senior Unsecured Convertible Bonds, initially convertible into 26,041,667 Ordinary Shares at an initial conversion price of $12.00 per Ordinary Share, together with 32,552,083 Investment Warrants exercisable at $12.00 per Ordinary Share. See Note 1, March 2026 Financing for further details.
The following unaudited pro forma condensed combined financial information presents the combination of the financial information of Bleichroeder and Legacy Pasqal as of December 31, 2025, after giving effect to the transactions, including the Business Combination, the Pasqal Reorganization, the subsequent financing events related to the Series C Financing, redemption of the Redeemable Bonds and other subsequent financing events (collectively, presented as “Pasqal Financing Transaction Adjustments”), the March 2026 Financing and related adjustments described in the accompanying notes (together, the “Transactions”). The unaudited pro forma condensed combined balance sheet as of December 31, 2025 reflects adjustments that depict the accounting for the Transactions as if they had been consummated on December 31, 2025 (the “Balance Sheet Pro Forma Transaction Accounting Adjustments”). The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 combines the historical results of Bleichroeder and Legacy Pasqal for this period and depicts the accounting for the Transactions as if they had occurred on January 1, 2025, which is the beginning of the earliest period presented (“Statements of Operations Pro Forma Transaction Accounting Adjustments”). Collectively, the Balance Sheet Pro Forma Transaction Accounting Adjustments and Statements of Operations Pro Forma Transaction Accounting Adjustments are referred to in this section as “transaction accounting adjustments”.
The unaudited pro forma condensed combined financial information has been derived from and should be read in conjunction with:
| ● | the accompanying notes to the unaudited pro forma condensed<br>combined financial information; |
|---|---|
| ● | the historical audited consolidated financial statements of<br>Pasqal SAS for the year ended December 31, 2025, and the related notes included elsewhere in the proxy statement/prospectus, incorporated<br>herein by reference; |
| --- | --- |
| ● | the historical audited financial statements of Bleichroeder<br>for the period from August 27, 2025 (Inception) through December 31, 2025, and the related notes included elsewhere in the<br>proxy statement/prospectus, incorporated herein by reference; |
| --- | --- |
| ● | the historical audited balance sheet of Bleichroeder as of January 9,<br>2026, and the related notes filed on Form 8-K on January 9, 2026; |
| --- | --- |
| ● | the Business Combination Agreement incorporated by reference<br>into the proxy statement/prospectus, incorporated herein by reference; and |
| --- | --- |
| ● | the sections titled “Management’s Discussion<br>and Analysis of Financial Condition and Results of Operations of Bleichroeder,” “Management’s Discussion and<br>Analysis of Financial Condition and Results of Operations of Legacy Pasqal,” and other financial information relating to Bleichroeder<br>and Legacy Pasqal included elsewhere in the proxy statement/prospectus, incorporated herein by reference. |
| --- | --- |
The historical audited consolidated financial statements of Legacy Pasqal have been prepared in accordance with IFRS as issued by the International Accounting Standards Board (“IASB”) and presented in euros. The historical audited financial statements of Bleichroeder have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and presented in U.S. dollars. The historical financial information of Bleichroeder has been translated into euros and adjusted to give effect to the differences between U.S. GAAP and IFRS, for the purposes of the unaudited pro forma condensed combined financial information. Refer to Note 5 for further information.
The unaudited pro forma condensed combined financial information is provided for illustrative purposes only and is not necessarily indicative of what the actual results of operations and financial position would have been had the Transactions taken place on the dates indicated, nor is it indicative of the future consolidated results of operations or financial position of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent management’s estimates based on information available and reflect assumptions and methodologies that management believes are reasonable under the circumstances. Actual amounts ultimately recognized may differ from these estimates as a result of the completion of additional analyses and valuation procedures.
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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2025
(In thousands, except share and per share amounts)
| Bleichroeder | Legacy<br>Pasqal | |||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Historical<br><br>(US GAAP) | IPO<br><br>Adjustments<br>(Note 2) | As<br>Adjusted<br>(US GAAP) | IFRS<br><br>Adjustments and<br>Reclassifications<br>(Note 5) | Pro<br>Forma Adjustments | As<br>Adjusted<br>(IFRS) | Historical<br><br>(IFRS) | Pasqal<br><br>Financing<br>Transaction<br>Adjustments<br>(Note 3) | As<br>Adjusted<br>(IFRS) | Transaction<br><br>Accounting Adjustments | Pro<br>Forma<br>Combined<br>(IFRS) | ||||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||||||||
| Non-current<br>assets | ||||||||||||||||||||||||||||||||||||||
| Goodwill | - | - | - | - | - | - | 19,676 | - | 19,676 | - | 19,676 | |||||||||||||||||||||||||||
| Other<br>intangible assets | - | - | - | - | - | - | 17,451 | - | 17,451 | - | 17,451 | |||||||||||||||||||||||||||
| Property,<br>plant and equipment, net | - | - | - | - | - | - | 28,119 | - | 28,119 | - | 28,119 | |||||||||||||||||||||||||||
| Right-of-use<br>assets | - | - | - | - | - | - | 8,978 | - | 8,978 | - | 8,978 | |||||||||||||||||||||||||||
| Deposits | - | - | - | - | - | - | 8,421 | - | 8,421 | - | 8,421 | |||||||||||||||||||||||||||
| Government<br>grant receivables | - | - | - | - | - | - | 1,198 | - | 1,198 | - | 1,198 | |||||||||||||||||||||||||||
| Deferred<br>offering costs | 184 | (184 | ) | 2(c) | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| Total<br>non-current assets | 184 | (184 | ) | - | - | - | - | 83,844 | - | 83,844 | - | 83,844 | ||||||||||||||||||||||||||
| Current<br>assets | ||||||||||||||||||||||||||||||||||||||
| Inventories,<br>net | - | - | - | - | - | - | 11,309 | - | 11,309 | - | 11,309 | |||||||||||||||||||||||||||
| Trade<br>receivables | - | - | - | - | - | - | 5,608 | - | 5,608 | - | 5,608 | |||||||||||||||||||||||||||
| Government<br>grant receivables - current | - | - | - | - | - | - | 8,181 | - | 8,181 | - | 8,181 | |||||||||||||||||||||||||||
| Tax<br>receivables | - | - | - | - | - | - | 3,111 | - | 3,111 | - | 3,111 | |||||||||||||||||||||||||||
| Other<br>current assets | - | - | - | 4 | 5(c) | - | 4 | 2,010 | - | 2,010 | - | 2,014 | ||||||||||||||||||||||||||
| Prepaid<br>expenses | 4 | - | 4 | (4 | ) | 5(c) | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| Cash<br>and cash equivalents | - | (289 | ) | 2(c) | 1,777 | - | 18,282 | 8(d) | 11,380 | 73,762 | 69,738 | 3(a) | 143,634 | 212,820 | 8(j) | 343,758 | ||||||||||||||||||||||
| 2,277 | 2(d) | (983 | ) | 8(f) | 134 | 3(d) | (24,076 | ) | 8(k) | |||||||||||||||||||||||||||||
| (211 | ) | 2(f) | (7,696 | ) | 8(g) | |||||||||||||||||||||||||||||||||
| Cash<br>held in Trust Account | - | 244,744 | 2(a) | 244,744 | - | (226,462 | ) | 8(c) | - | - | - | - | - | - | ||||||||||||||||||||||||
| 6,597 | 2(b) | (18,282 | ) | 8(d) | ||||||||||||||||||||||||||||||||||
| (4,320 | ) | 2(c) | ||||||||||||||||||||||||||||||||||||
| (2,277 | ) | 2(d) | ||||||||||||||||||||||||||||||||||||
| Total<br>current assets | 4 | 246,521 | 246,525 | - | (216,859 | ) | 11,384 | 103,980 | 69,872 | 173,852 | 188,744 | 373,980 | ||||||||||||||||||||||||||
| Total<br>assets | 188 | 246,337 | 246,525 | - | (216,859 | ) | 11,384 | 187,824 | 69,872 | 257,696 | 188,744 | 457,824 | ||||||||||||||||||||||||||
| Equity | ||||||||||||||||||||||||||||||||||||||
| Legacy<br>Pasqal | ||||||||||||||||||||||||||||||||||||||
| Share<br>capital | - | - | - | - | - | - | 715 | 50 | 3(a) | 880 | (880 | ) | 8(h) | - | ||||||||||||||||||||||||
| 68 | 3(c) | |||||||||||||||||||||||||||||||||||||
| 35 | 3(d) | |||||||||||||||||||||||||||||||||||||
| 12 | 3(e) | |||||||||||||||||||||||||||||||||||||
| Share<br>premium | - | - | - | - | - | - | 70,158 | 69,688 | 3(a) | 249,933 | (248,650 | ) | 8(h) | - | ||||||||||||||||||||||||
| 95,161 | 3(c) | (1,283 | ) | 8(k) | ||||||||||||||||||||||||||||||||||
| 99 | 3(d) | |||||||||||||||||||||||||||||||||||||
| 14,827 | 3(e) | |||||||||||||||||||||||||||||||||||||
| Accumulated<br>deficit | - | - | - | - | - | - | (32,533 | ) | - | (32,533 | ) | 32,533 | 8(h) | - | ||||||||||||||||||||||||
| Other<br>reserves | - | - | - | - | - | - | 49,601 | (14,839 | ) | 3(e) | 63,509 | (63,509 | ) | 8(h) | - | |||||||||||||||||||||||
| 28,747 | 3(f) | |||||||||||||||||||||||||||||||||||||
| Loss<br>for the year | - | - | - | - | - | - | (92,355 | ) | 7,049 | 3(b) | (114,053 | ) | 137,053 | 8(h) | - | |||||||||||||||||||||||
| (28,747 | ) | 3(f) | (23,000 | ) | 8(k) | |||||||||||||||||||||||||||||||||
| Bleichroeder | ||||||||||||||||||||||||||||||||||||||
| Class<br>A ordinary shares | - | - | - | - | - | 8(e) | - | - | - | - | - | |||||||||||||||||||||||||||
| Class<br>B ordinary shares | 1 | - | 1 | - | - | 1 | - | - | - | (1 | ) | 8(i) | - | |||||||||||||||||||||||||
| Additional<br>paid-in capital | 20 | 2,872 | 2(a) | - | - | 1,330 | 8(b) | 29,057 | - | - | - | (29,057 | ) | 8(i) | - | |||||||||||||||||||||||
| 6,597 | 2(b) | 18,282 | 8(f) | |||||||||||||||||||||||||||||||||||
| (192 | ) | 2(c) | 9,445 | 8(f) | ||||||||||||||||||||||||||||||||||
| (9,297 | ) | 2(e) | ||||||||||||||||||||||||||||||||||||
| Accumulated<br>deficit | (53 | ) | (8,595 | ) | 2(e) | (8,648 | ) | (9,469 | ) | 5(b) | (15,025 | ) | 8(a) | (42,168 | ) | - | - | - | 42,168 | 8(i) | - | |||||||||||||||||
| (1,330 | ) | 8(b) | ||||||||||||||||||||||||||||||||||||
| (7,696 | ) | 8(g) | ||||||||||||||||||||||||||||||||||||
| New<br>Pasqal | ||||||||||||||||||||||||||||||||||||||
| Share<br>capital | - | - | - | - | - | - | - | - | - | 246 | 8(i) | 4,246 | ||||||||||||||||||||||||||
| 4,000 | 8(h) | |||||||||||||||||||||||||||||||||||||
| Share<br>premium | - | - | - | - | - | - | - | - | - | 245,530 | 8(h) | 347,741 | ||||||||||||||||||||||||||
| (13,356 | ) | 8(i) | ||||||||||||||||||||||||||||||||||||
| 115,567 | 8(i) | |||||||||||||||||||||||||||||||||||||
| Accumulated<br>deficit | - | - | - | - | - | - | - | - | - | (32,533 | ) | 8(h) | (32,533 | ) | ||||||||||||||||||||||||
| Other<br>reserves | - | - | - | - | - | - | - | - | - | 63,509 | 8(h) | 63,509 | ||||||||||||||||||||||||||
| Loss<br>for the year | - | - | - | - | - | - | - | - | - | (137,053 | ) | 8(h) | (418,089 | ) | ||||||||||||||||||||||||
| (115,567 | ) | 8(i) | ||||||||||||||||||||||||||||||||||||
| (165,469 | ) | 8(j) | ||||||||||||||||||||||||||||||||||||
| Total<br>shareholders’ equity (deficit) | (32 | ) | (8,615 | ) | (8,647 | ) | (9,469 | ) | 5,006 | (13,110 | ) | (4,415 | ) | 172,150 | 167,735 | (189,752 | ) | (35,127 | ) | |||||||||||||||||||
| Class<br>A ordinary shares subject to possible redemption | - | 241,872 | 2(a) | 244,744 | (244,744 | ) | 5(a) | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| (15,020 | ) | 2(c) | ||||||||||||||||||||||||||||||||||||
| 17,892 | 2(e) | |||||||||||||||||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||||||||||||||
| Non-current<br>liabilities | ||||||||||||||||||||||||||||||||||||||
| Borrowings | - | - | - | - | - | - | 7,640 | - | 7,640 | 278,529 | 8(j) | 286,169 | ||||||||||||||||||||||||||
| Lease<br>liabilities | - | - | - | - | - | - | 9,627 | - | 9,627 | - | 9,627 | |||||||||||||||||||||||||||
| Employee<br>benefit liabilities | - | - | - | - | - | - | 11,051 | - | 11,051 | - | 11,051 | |||||||||||||||||||||||||||
| Deferred<br>tax liabilities | - | - | - | - | - | - | 366 | - | 366 | - | 366 | |||||||||||||||||||||||||||
| Deferred<br>income from government grants | - | - | - | - | - | - | 9,484 | - | 9,484 | - | 9,484 | |||||||||||||||||||||||||||
| Deferred<br>underwriting fee | - | 10,428 | 2(c) | 10,428 | - | (10,428 | ) | 8(f) | - | - | - | - | - | - | ||||||||||||||||||||||||
| Warrant<br>liabilities | - | - | - | 9,469 | 5(b) | 15,025 | 8(a) | 24,494 | - | - | - | 99,760 | 8(j) | 124,254 | ||||||||||||||||||||||||
| Ordinary<br>shares subject to possible redemption | - | - | - | 244,744 | 5(a) | (226,462 | ) | 8(c) | - | - | - | - | - | - | ||||||||||||||||||||||||
| (18,282 | ) | 8(e) | ||||||||||||||||||||||||||||||||||||
| Total<br>non-current liabilities | - | 10,428 | 10,428 | 254,213 | (221,865 | ) | 24,494 | 38,168 | - | 38,168 | 378,289 | 440,951 | ||||||||||||||||||||||||||
| Current<br>liabilities | ||||||||||||||||||||||||||||||||||||||
| Borrowings | - | - | - | - | - | - | 105,164 | (7,049 | ) | 3(b) | 2,886 | - | 2,886 | |||||||||||||||||||||||||
| (95,229 | ) | 3(c) | ||||||||||||||||||||||||||||||||||||
| Lease<br>liabilities | - | - | - | - | - | - | 524 | - | 524 | - | 524 | |||||||||||||||||||||||||||
| Provisions | - | - | - | - | - | - | 356 | - | 356 | - | 356 | |||||||||||||||||||||||||||
| Trade<br>and other payables | - | - | - | - | - | - | 9,556 | - | 9,556 | 207 | 8(k) | 9,763 | ||||||||||||||||||||||||||
| Contract<br>liabilities | - | - | - | - | - | - | 22,977 | - | 22,977 | - | 22,977 | |||||||||||||||||||||||||||
| Deferred<br>income from government grants | - | - | - | - | - | - | 7,409 | - | 7,409 | - | 7,409 | |||||||||||||||||||||||||||
| Other<br>current liabilities | - | - | - | - | - | - | 8,084 | - | 8,084 | - | 8,084 | |||||||||||||||||||||||||||
| Accrued<br>offering costs | 9 | (9 | ) | 2(c) | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| Promissory<br>note - related party | 211 | (211 | ) | 2(f) | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| Total<br>current liabilities | 220 | (220 | ) | - | - | - | - | 154,070 | (102,278 | ) | 51,792 | 207 | 51,999 | |||||||||||||||||||||||||
| Total<br>liabilities | 220 | 10,208 | 10,428 | 254,213 | (221,865 | ) | 24,494 | 192,238 | (102,278 | ) | 89,960 | 378,496 | 492,950 | |||||||||||||||||||||||||
| Total<br>shareholders’ equity (deficit) and liabilities | 188 | 246,337 | 246,525 | - | (216,859 | ) | 11,384 | 187,824 | 69,872 | 257,696 | 188,744 | 457,824 |
All values are in Euros.
See accompanying notes to the unaudited pro forma condensed combined financial information.
3
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2025(In thousands, except share and per share amounts)
| Bleichroeder | Legacy Pasqal | ||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Historical (US GAAP) | IFRS Adjustments and Reclassifications (Note 5) | Pro Forma Adjustments | As Adjusted (IFRS) | Historical (IFRS) | Pasqal Financing Transaction Adjustments (Note 3) | As Adjusted (IFRS) | Transaction Accounting Adjustments | Pro Forma Combined (IFRS) | |||||||||||||||||||||||
| Revenue | - | - | - | - | 16,468 | - | 16,468 | - | 16,468 | ||||||||||||||||||||||
| Government grant income | - | - | - | - | 7,211 | - | 7,211 | - | 7,211 | ||||||||||||||||||||||
| Other operating income | - | - | - | - | 1,907 | - | 1,907 | - | 1,907 | ||||||||||||||||||||||
| Purchases of material | - | - | - | - | (5,057 | ) | - | (5,057 | ) | - | (5,057 | ) | |||||||||||||||||||
| Changes in inventory | - | - | - | - | (3,335 | ) | - | (3,335 | ) | - | (3,335 | ) | |||||||||||||||||||
| Employee salaries and benefit expenses | - | - | (1,330 | ) | 9(a) | (1,330 | ) | (38,671 | ) | (28,747 | ) | 3(i) | (67,418 | ) | - | (68,748 | ) | ||||||||||||||
| Professional services and other services | - | - | - | - | (19,641 | ) | - | (19,641 | ) | (23,000 | ) | 9(b) | (42,641 | ) | |||||||||||||||||
| Depreciation and amortization | - | - | - | - | (8,667 | ) | - | (8,667 | ) | - | (8,667 | ) | |||||||||||||||||||
| Other operating expenses | - | (54 | ) | 5(d) | - | (54 | ) | (711 | ) | - | (711 | ) | (115,567 | ) | 9(c) | (116,332 | ) | ||||||||||||||
| Formation and general and administrative costs | (54 | ) | 54 | 5(d) | - | - | - | - | - | - | - | ||||||||||||||||||||
| Operating loss | (54 | ) | - | (1,330 | ) | (1,384 | ) | (50,496 | ) | (28,747 | ) | (79,243 | ) | (138,567 | ) | (219,194 | ) | ||||||||||||||
| Change in fair value of financial instruments at FVTPL | - | - | - | - | (34,931 | ) | 34,931 | 3(g) | 7,049 | (27,640 | ) | 9(d) | (20,591 | ) | |||||||||||||||||
| 7,049 | 3(h) | ||||||||||||||||||||||||||||||
| Finance income | - | - | - | - | 1,574 | - | 1,574 | - | 1,574 | ||||||||||||||||||||||
| Interest expense | - | - | - | - | (3,871 | ) | - | (3,871 | ) | - | (3,871 | ) | |||||||||||||||||||
| Other financial expense | - | - | - | - | (4,539 | ) | - | (4,539 | ) | (165,469 | ) | 9(e) | (170,008 | ) | |||||||||||||||||
| Loss before tax | (54 | ) | - | (1,330 | ) | (1,384 | ) | (92,263 | ) | 13,233 | (79,030 | ) | (331,676 | ) | (412,090 | ) | |||||||||||||||
| Income tax (expense) benefit | - | - | - | - | (93 | ) | - | (93 | ) | - | (93 | ) | |||||||||||||||||||
| Loss for the year | (54 | ) | - | (1,330 | ) | (1,384 | ) | (92,355 | ) | 13,233 | (79,123 | ) | (331,676 | ) | (412,183 | ) | |||||||||||||||
| Weighted average ordinary shares outstanding - basic and diluted | 8,333,333 | 6,929,134 | 212,293,691 | 9(f) | |||||||||||||||||||||||||||
| Net loss per ordinary share - basic and diluted | (0.01 | ) | (13.33 | ) | (1.94 | ) | 9(f) |
All values are in Euros.
See accompanying notes to the unaudited pro forma condensed combined financial information.
4
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
| 1. | Description of the Transactions |
|---|
On February 28, 2026, Bleichroeder, Merger Sub and Legacy Pasqal entered into the Business Combination Agreement, pursuant to which, among other things: (i) in connection with the Reincorporation Merger, Bleichroeder merged with and into Merger Sub, with Merger Sub being the surviving entity as the “Bleichroeder Surviving Corporation”; (ii) as promptly as practicable after the Reincorporation Merger Effective Time and in accordance with applicable French laws, Legacy Pasqal merged with and into Bleichroeder Surviving Corporation, with Bleichroeder Surviving Corporation continuing as the surviving entity. The Business Combination closed on August 27, 2026.
In connection with the Business Combination Agreement, on February 28, 2026, Pasqal SAS effected the Pasqal Reorganization, resulting in Legacy Pasqal owning 100% of the share capital of Pasqal SAS and its subsidiaries. The following was effected in connection with the Pasqal Reorganization:
| ● | Immediately prior to the Pasqal Reorganization, all outstanding<br>options to purchase ordinary shares of Pasqal SAS were converted to options to purchase ordinary shares of Legacy Pasqal (“Legacy<br>Pasqal Options”), pursuant to an assignment, assumption and amendment agreement entered into with the respective holders on<br>February 28, 2026. |
|---|---|
| ● | Upon consummation of the Pasqal Reorganization on February 28,<br>2026, the outstanding Series A ordinary shares, Series B ordinary shares, Series C ordinary shares, Series Seed ordinary<br>shares and ordinary shares of Pasqal SAS were converted on a one-for-one basis into Class A ordinary shares, Class B ordinary<br>shares, Class C ordinary shares, Class Seed ordinary shares and ordinary shares of Legacy Pasqal (collectively, the “Legacy<br>Pasqal Ordinary Shares”). |
| --- | --- |
| ● | Upon consummation of the Pasqal Reorganization, the outstanding<br>BSPCEs of Pasqal SAS, which are equity warrants governed by French law, to the extent unexercised, were converted into BSPCEs of Legacy<br>Pasqal (“Legacy Pasqal BSPCEs”). See Note 3 for additional information. |
| --- | --- |
| ● | The existing SAR agreements were amended by way of an addendum<br>such that the shares underlying the SARs became Legacy Pasqal Ordinary Shares. |
| --- | --- |
Unless the context otherwise requires, references to “Legacy Pasqal” in these unaudited pro forma condensed combined financial statements represent Pasqal SAS and its subsidiaries as reorganized pursuant to the Pasqal Reorganization and reflect the post-reorganization structure as if it had been in place for the periods presented. The Pasqal Reorganization did not materially affect the underlying financial position or results of operations and resulted primarily in Legacy Pasqal becoming the parent entity of Pasqal SAS and its subsidiaries. Accordingly, no pro forma adjustments related to the Pasqal Reorganization are required.
In connection with the Reincorporation Merger, the following was effected:
| ● | Immediately prior to the date that the Reincorporation Plan<br>of Merger was registered by the Cayman Registrar in accordance with the Cayman Companies Act, or such later time as specified in or otherwise<br>in accordance with the Reincorporation Plan of Merger and the Cayman Companies Act (the “Reincorporation Merger Effective Time”),<br>(i) each Bleichroeder unit issued and outstanding as of such time (see Note 2) automatically detached and the holder thereof<br>was deemed to hold one Class A ordinary share of Bleichroeder (“Bleichroeder Class A Ordinary Share”) and<br>one third of one Bleichroeder Warrant, and ceased separate existence and trading (the “Unit Separation”). |
|---|---|
| ● | At the Reincorporation Merger Effective Time and immediately<br>following the Unit Separation, each issued and outstanding (i) Bleichroeder Class A Ordinary Share, including each Bleichroeder<br>Class A Ordinary Share held as a result of the Unit Separation, and excluding (x) any shares in respect of which dissenters’<br>rights have been validly exercised, (y) any shares held directly or indirectly in the treasury of Bleichroeder or any Bleichroeder<br>Class A Ordinary Share held by any direct or indirect wholly owned subsidiary of Bleichroeder (the “Treasury Shares”),<br>and any (z) Bleichroeder Class A Ordinary Share held by a holder who has validly exercised its redemption rights (“Redeeming<br>Shares” or “Bleichroeder public shares”), and (ii) each Bleichroeder Class B Ordinary Share (collectively<br>“Bleichroeder Ordinary Shares”) were cancelled and automatically converted into one ordinary share of Bleichroeder<br>Surviving Corporation (“Bleichroeder Surviving Corporation Ordinary Share”). |
| --- | --- |
5
| ● | At the Reincorporation Merger Effective Time and immediately<br>following the Unit Separation, each issued and outstanding Bleichroeder Warrant (as defined in Note 2), including those held as<br>a result of the Unit Separation, ceased separate existence and trading and was converted into a warrant to purchase one Bleichroeder<br>Surviving Corporation Ordinary Share (“Bleichroeder New Pasqal Warrant”). |
|---|---|
| ● | At the Reincorporation Merger Effective Time and immediately<br>following the Unit Separation, each Bleichroeder Ordinary Share subject to possible redemption issued and outstanding of which the holder<br>thereof had exercised their redemption right to a pro-rata share of the funds in the trust account of Bleichroeder (the “Trust<br>Account”), automatically cancelled and ceased to exist and represented only the right to be paid a pro rata share of the Trust<br>Account. |
| --- | --- |
| ● | At the Reincorporation Merger Effective Time and immediately<br>following the Unit Separation, each Treasury Share was canceled and extinguished without any conversion thereof or payment therefor. |
| --- | --- |
| ● | At the Reincorporation Merger Effective Time and immediately<br>following the Unit Separation, each issued and outstanding ordinary share, par value €10 per share, of Merger Sub was cancelled<br>and no consideration shall be delivered. |
| --- | --- |
Upon closing of the Merger (the “Merger Effective Time” or “Closing”):
| ● | Each issued and outstanding (i) “Class Seed”<br>Pasqal Ordinary Share, par value €0.10 per share, of Legacy Pasqal, (ii) common ordinary share, par value €0.10 per share,<br>of Legacy Pasqal, (iii) “Class A” ordinary share, €0.10 per share, of Legacy Pasqal, (iv) “Class B”<br>ordinary share, €0.10 per share, of Legacy Pasqal, and (v) “Class C” ordinary share, €0.10 per share,<br>of Legacy Pasqal, was exchanged for shares of New Pasqal, based on using the Exchange Ratio. |
|---|---|
| ● | Each issued and outstanding equity warrant governed by French<br>law (bons de souscription de parts de créateur d’entreprise) of Legacy Pasqal (“Pasqal BSPCE”)<br>was assumed by New Pasqal and granted the right to subscribe for New Pasqal Ordinary Shares, with the number of shares adjusted, as applicable<br>to reflect the Exchange Ratio, on the same terms and conditions as were applicable to the Company BSPCE as of immediately prior to the<br>Merger Effective Time (including vesting, exercise period and expiration date), except as otherwise provided by the French Merger Agreement<br>or as required by applicable law. |
| --- | --- |
Following the Merger, the separate corporate existence of Legacy Pasqal ceased and Bleichroeder Surviving Corporation continued as New Pasqal. The Bleichroeder Surviving Corporation Ordinary Shares and the Bleichroeder New Pasqal Warrants outstanding at the Merger Effective Time remained outstanding as “New Pasqal Ordinary Shares” and “New Pasqal Warrants”. After the Closing, the par value of the New Pasqal Ordinary Shares was to €0.02 per share.
Related events that impact the unaudited pro forma condensed combined financial information are discussed in further detail below:
March 2026 Financing
In connection with the Business Combination, Bleichroeder and Merger Sub entered into a securities purchase agreement, dated as of March 4, 2026 and as amended on May 23, 2026, with certain investors pursuant to which such investors have agreed, among other things subject to certain conditions, to subscribe for $312.5 million aggregate principal amount of the Senior Unsecured Convertible Bonds and receive warrants to subscribe up to a number of New Pasqal Ordinary Shares equal to 125% of the total number of New Pasqal Ordinary Shares into which the Senior Unsecured Convertible Bonds are convertible. The Senior Unsecured Convertible Bonds were issued at the Closing at an initial exercise price of $12.00 per New Pasqal Ordinary Share, for an aggregate purchase price of $250.0 million, reflecting a 20% original issue discount in a private placement. The Senior Unsecured Convertible Bonds bear interest at a rate of either 10% per annum payable in cash semi-annually or 12% per annum in Payment-in-Kind (“PIK”) and are convertible, at the option of the holder, into New Pasqal Ordinary Shares at a price of $12.00 per share. Based on the initial conversion price, the Senior Unsecured Convertible Bonds are initially convertible into an aggregate of 26,041,667 New Pasqal Ordinary Shares. Following the fifth anniversary of the Closing, the Senior Unsecured Convertible Bonds are redeemable at the option of the holder and may be settled in cash or New Pasqal Ordinary Shares at the election of New Pasqal, pursuant to the terms of the subscription agreements. The Investment Warrants became immediately exercisable for an aggregate of 32,552,083 New Pasqal Ordinary Shares upon issuance and expire five years from the date of the Business Combination. The closing of the March 2026 Financing occurred substantially concurrent with the Closing.
6
The Senior Unsecured Convertible Bonds and the Investment Warrants are accounted for in accordance with IAS 32 and IFRS 9. The Senior Unsecured Convertible Bonds require settlement through the delivery of a variable number of the New Pasqal’s own equity instruments and do not meet the criteria for equity classification. Accordingly, the host convertible bond is qualified for and classified as a financial liability in accordance with IAS 32 and is designated as a financial liability measured at fair value through profit or loss (“FVTPL”), with transaction costs expensed as incurred, if any. The Investment Warrants are freestanding instruments that do not meet the fixed-for-fixed criterion for equity classification and are classified as derivative financial liabilities measured at FVTPL.
At initial recognition, both instruments are measured at their respective fair values. Any difference between the total proceeds received and the aggregate fair value of the Senior Unsecured Convertible Bonds and the Investment Warrants at issuance results in a day-one gain or loss. A day-one gain or loss may be deferred in accordance with IFRS 9 when the fair value measurement includes significant unobservable inputs and recognized in profit or loss over the term of the instruments. However, when the most significant inputs to the fair value measurement become observable, any such day-one gain or loss should be recognized immediately in profit or loss. As the closing of the Business Combination results in the share price of New Pasqal Ordinary Shares, which represents the most significant input to the fair value measurement for both instruments, becoming observable, the day-one loss is recognized immediately in profit or loss. Accordingly, the Senior Unsecured Convertible Bonds and the Investment Warrants are initially recognized at their respective fair values and the related day-one loss is recognized in profit or loss immediately upon the closing of the Business Combination.
The pro forma values of the Senior Unsecured Convertible Bonds and the Investment Warrants are estimated using a Monte Carlo simulation model. The significant assumptions utilized in estimating the fair value of the Senior Unsecured Convertible Bonds and the Investment Warrants include the following: (i) New Pasqal Ordinary Share price of $10.00 or €8.51 per share, using an exchange rate of 1.1747 USD per EUR on December 31, 2025; (ii) risk-free rate of 3%; (iii) equity volatility of 40%; (iv) term of 5 years; (v) credit spread of 15.51%; and (vi) implied probability of default of 15.83%. The valuation also assumes cash coupon payments at a rate of 10%, reflecting management’s assessment of the most likely settlement scenario. Based on these assumptions, the Senior Unsecured Convertible Bonds are estimated at approximately 104.7% of par value. The associated Investment Warrants are valued based on a unit price of approximately $3.60 or €3.06 per warrant.
Sponsor-Granted Membership Interests
In November 2025, Bleichroeder Sponsor 2 LLC (the “Sponsor”) granted membership interests which equate to an aggregate of 300,000 Bleichroeder Class B Ordinary Shares (“Founder Shares”) to the Chief Operating Officer of Bleichroeder, 200,000 Founder Shares to the Chief Financial Officer of Bleichroeder and 30,000 Founder Shares to two independent directors of Bleichroeder. The membership interests constitute share-based payment arrangements within the scope of IFRS 2 — Share-based Payment (“IFRS 2”), as they were granted in exchange for services to be rendered by the recipients. The membership interests are subject to a performance condition to provide services during the period from issuance through the completion of a business combination. The total fair value of the membership interests was determined to be $1.6 million or €1.3 million upon issuance. As of December 31, 2025, no compensation expense was recognized in the historical financial statements of Bleichroeder.
| 2. | Bleichroeder Initial Public Offering and Private Placement |
|---|
On January 9, 2026, Bleichroeder consummated its initial public offering of 28,750,000 units (the “Public Units”), which included the full exercise by the underwriters of their over-allotment option of 3,750,000 Public Units, at an offering price of $10.00 per Public Unit (the “Bleichroeder IPO”). Each Public Unit consists of one Bleichroeder Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”).
Simultaneously with the closing of the Bleichroeder IPO, Bleichroeder consummated the sale of an aggregate of 7,750,000 private placement warrants (the “Private Warrants,” and collectively with the Public Warrants, the “Bleichroeder Warrants”) at a price of $1.00 per Private Warrant or €0.85, using an exchange rate of 1.1747 USD per EUR on December 31, 2025, for pro forma balance sheet purposes, for gross proceeds of $7.8 million or €6.6 million (the “Bleichroeder Private Placement”). Of the 7,750,000 Private Warrants sold in the Bleichroeder Private Placement, 5,000,000 Private Warrants were purchased by the Sponsor and 2,750,000 Private Warrants were purchased by Bleichroeder’s underwriters.
7
The adjustments included in the unaudited pro forma condensed combined financial information related to the Bleichroeder IPO and Bleichroeder Private Placement described above are as follows:
| a) | To reflect the initial public offering of 28,750,000 Public<br>Units at an offering price of $10.00 per unit on January 9, 2026, for aggregate gross proceeds of $287.5 million or €244.7 million,<br>which was recognized in cash held in Trust Account. Proceeds of $3.4 million or €2.9 million were allocated to the Public<br>Warrants based on their fair value, which was recorded in additional paid-in capital. The remaining proceeds of $284.1 million or<br>€241.8 million were recognized within mezzanine equity as Bleichroeder Class A ordinary shares subject to possible redemption. |
|---|---|
| b) | To reflect the sale of 7,750,000 Private Warrants at an offering<br>price of $1.00 or €0.85 per unit, for aggregate gross proceeds of $7.8 million or €6.6 million, which was recognized<br>as an increase in cash held in Trust Account and additional paid-in capital. |
| --- | --- |
| c) | To reflect the transaction costs incurred in connection with<br>the Bleichroeder IPO of $17.9 million or €15.2 million, which were recognized as (i) a reduction in Bleichroeder Class A<br>ordinary shares subject to possible redemption of $17.6 million or €15.0 million representing transaction costs attributable<br>to the issuance of Bleichroeder Class A ordinary shares, and (ii) a reduction to additional paid-in capital of $0.2 million or €0.2<br>million, representing transaction costs attributable to the issuance of the Public Warrants. Of the total transaction costs, (i) $12.3<br>million or €10.4 million were deferred and recognized as deferred underwriting fee liability, (ii) $5.1 million or €4.3 million<br>are settled from the Bleichroeder Private Placement proceeds and recognized as a reduction of the cash held in the Trust account, (iii) $0.3 million<br>or €0.3 million is paid from cash and cash equivalent, (iv) $0.2 million or €0.2 million is derecognized from<br>deferred offering costs and (v) $11 thousand or €9 thousand is derecognized from accrued offering costs. |
| --- | --- |
| d) | To reflect the release of excess funds of $2.7 million or €2.3<br>million from cash held in Trust Account to cash and cash equivalents, representing the remaining proceeds from the Bleichroeder Private<br>Placement after the $5.1 million or €4.3 million cash settlement of transaction costs described in Note 2(c)(ii). |
| --- | --- |
| e) | To reflect the remeasurement of the carrying value of Bleichroeder<br>Class A ordinary shares subject to possible redemption to their redemption value as an increase in Bleichroeder Class A ordinary<br>shares subject to possible redemption of $21.0 million or €17.9 million, a reduction of the balance of in additional paid-in<br>capital of $10.9 million or €9.3 million to zero, and an increase in accumulated deficit of $10.1 million or €8.6 million. |
| --- | --- |
| f) | To reflect the payment of an unsecured promissory note from<br>the Sponsor of $0.2 million or €0.2 million upon completion of the Bleichroeder IPO as a decrease in cash and cash equivalents and<br>promissory note — related party. |
| --- | --- |
| 3. | Pasqal Financing Transactions |
| --- | --- |
Series C Financing
During January and February 2026, Legacy Pasqal completed the closing of the Series C Financing, pursuant to which Legacy Pasqal issued 499,769 Legacy Pasqal Series C Shares to certain existing and new investors at a price of €139.54 per share, for aggregate gross proceeds of approximately €69.7 million. The Legacy Pasqal Series C Shares issued in the Series C Financing have the following Ratchet warrants attached (collectively referred to as the “BSA Ratchets”):
| ● | “BSA Ratchet C” warrants are attached to all Legacy<br>Pasqal Series C Shares and entitle the holder to subscribe, at a nominal value, for additional Legacy Pasqal Series C Shares in the event<br>that Legacy Pasqal issues new shares or other securities that give access to a portion of its share capital based on a per-share price<br>lower than the per-share price in the Series C Financing of €139.54 (a “Qualified Financing Round”). The BSA<br>Ratchet C warrants cease to be exercisable on the date Legacy Pasqal completes a direct or indirect initial public offering, including<br>in connection with the Business Combination. |
|---|
8
| ● | “BSA Ratchet C*” warrants are held by any participant<br>in Series C Financing whose investment was completed or committed prior to December 31, 2025 and entitle the holder to subscribe, at<br>a nominal value, for additional Legacy Pasqal Series C Shares in the event that Legacy Pasqal completes an initial public offering, including<br>through a special purpose acquisition company, under which the pre-money valuation of Legacy Pasqal on a fully-diluted basis is less<br>than $2.0 billion (a “Qualified IPO”). The BSA Ratchet C* warrants cease to be exercisable following a period of sixty<br>days from the notification by Legacy Pasqal of either a Qualified IPO or a direct or indirect initial public offering project (including<br>in connection with the Business Combination) with a pre-money valuation of Legacy Pasqal on a fully diluted basis that is greater than<br>or equal to $2.0 billion. |
|---|---|
| ● | “BSA Ratchet C**” warrants are held by any participant<br>in Series C Financing whose investment was completed or committed prior to December 31, 2025 and entitle the holder to subscribe, at<br>a nominal value, for additional Legacy Pasqal Series C Shares in the event Legacy Pasqal does not sign a business combination agreement<br>with a special purpose acquisition company. Upon execution of the Business Combination Agreement on February 28, 2026, the BSA Ratchet<br>C** warrants expired. |
| --- | --- |
The BSA Ratchet warrants do not meet the definition of an equity instrument and meets the definition of a derivative financial instrument in accordance with IAS 32 — Financial Instruments: Presentation (“IAS 32”) and IFRS 9 — Financial Instruments (“IFRS 9”), with changes in the fair value recognized in profit or loss. The fair value of the BSA Ratchet warrants was determined to be immaterial as of the respective issuance dates and December 31, 2025, as the warrants provide economic benefits only upon the occurrence of specified contingent events. Based on management’s assessment of facts and circumstances existing as of the issuance dates and December 31, 2025, the occurrence of such contingent events was considered remote, resulting in an expected negligible payoff. As a result, the proceeds received from the Series C Financing were allocated entirely to the shares issued.
Additionally, in connection with the Business Combination, the BSA Ratchet C and BSA Ratchet C* warrants, to the extent unexercised, expired in connection with the Closing.
Redeemable Bonds
During the period from April 2025 to December 2025, Legacy Pasqal issued the Redeemable Bonds to certain new and existing investors for aggregate proceeds of €68.3 million, which are reported as borrowings in the consolidated statement of financial position of Legacy Pasqal. The Redeemable Bonds bear interest at a fixed rate of 12% per annum and matured on June 30, 2026. The Redeemable Bonds reflect the characteristics of a compound instrument under IAS 32. As the conversion option does not meet the definition of an equity instrument, it is treated as a derivative instrument measured at fair value in accordance with IFRS 9. Legacy Pasqal elected to measure the entire instrument at FVTPL, without separating the embedded derivative related to the conversion option.
Upon the occurrence of a redemption event as defined in the underlying subscription agreements, Legacy Pasqal redeemed the Redeemable Bonds, together with accrued interest, in consideration for a number of Legacy Pasqal Series C Shares, each of which is attached to a share subscription warrant entitling the holder to subscribe to Legacy Pasqal Series C Shares. The Series C Financing represented a qualified equity financing redemption event that resulted in the redemption of the Redeemable Bonds on March 2, 2026 into 682,448 Legacy Pasqal Series C Shares at the Series C Financing price of €139.54.
Upon conversion, Legacy Pasqal remeasured the fair value of the financial liability associated with the Redeemable Bonds as of the conversion date and derecognized the carrying amount of the liability, with a corresponding increase to equity. Accordingly, Legacy Pasqal recognized a €7.1 million of change in fair value of financial instruments at FVTPL immediately prior to the conversion in the consolidated statement of profit or loss of Legacy Pasqal. As the Series C Ratchet warrants attached to Legacy Pasqal Series C Shares were determined to have a nil fair value at inception, the entire fair value of the Redeemable Bonds at the conversion date was allocated to Legacy Pasqal Series C Shares issued upon conversion.
As of the date of this report, the Redeemable Bonds issued have been fully converted into Legacy Pasqal Series C Shares and no other Redeemable Bonds were issued and outstanding at Closing.
9
BSPCE Replacement and Issuance
Each issued and outstanding BSPCE of Pasqal SAS, to the extent unexercised, was converted to Legacy Pasqal BSPCE on the same terms and conditions, as were applicable, to the Legacy Pasqal BSPCE (including vesting, exercise period and expiration date), in connection with the Pasqal Reorganization, except as otherwise provided by the French Merger Agreement or as required by applicable law.
Prior to the Closing, and in accordance with the Pasqal SAS Board’s decision and the Legacy Pasqal Board’s decision, certain holders of Pasqal SAS BSPCEs waived the existing 834,641 Pasqal BSCPEs and received 1,439,201 Legacy Pasqal BSCPEs, corresponding to (i) the replacement of 834,641 Pasqal BSCPEs and (ii) the issuance of additional BSPCEs approved by the Pasqal SAS Board’s decision and the Legacy Pasqal Board’s decision and authorized under the Pasqal Holding Shareholder’s Agreement and the Business Combination Agreement. Subsequent to the replacement awards and prior to the Closing, 810 Legacy Pasqal BSPCEs were forfeited, resulting in 1,438,391 Legacy Pasqal BSPCEs outstanding immediately prior to the Closing. The vesting of the replacement Legacy Pasqal BSPCEs considered the vested period of Pasqal SAS BSPCEs. In connection with the replacement, the strike price of the replacement awards was revised to €50.00. As a result, the replacement awards are accounted for as a modification of the original awards under IFRS 2. The incremental fair value of the Legacy Pasqal BSCPEs associated with the modification and the fair value of the approved issuance of additional Legacy Pasqal BSPCEs are reflected as a pro forma adjustment in the unaudited pro forma condensed combined financial information (see Notes 3(f) and 3(i)).
The adjustments included in the unaudited pro forma condensed combined financial information related to the Pasqal Financing Transactions described above are as follows:
Pro Forma Condensed Combined Balance Sheet
| a) | To reflect the issuance of 499,769 Legacy Pasqal Series C Shares<br>with attached BSA Ratchets for aggregate proceeds of €69.7 million subsequent to December 31, 2025, pursuant to the Series C Financing.<br>The issued Legacy Pasqal Series C Shares are reflected as an increase in share capital, reflecting the par value of the Legacy Pasqal<br>Series C Shares, with the excess proceeds recorded as an increase in share premium. The BSA Ratchet warrants attached to the Series C<br>Shares were assessed in accordance with applicable IFRS guidance and were determined to have nil fair value as of the issuance date.<br>As a result, the proceeds received from the Series C Financing were allocated entirely to the shares issued. See Note 3, Series C<br>Financing. |
|---|---|
| b) | To reflect the remeasurement of Legacy Pasqal’s Redeemable<br>Bonds to fair value immediately prior to conversion, resulting in a €7.1 million reduction in the fair value of Legacy Pasqal’s<br>Redeemable Bonds with a corresponding adjustment to loss for the year. Immediately prior to conversion, the Redeemable Bonds had a fair<br>value of €95.2 million from €102.3 million recorded in the historical consolidated statement of financial position of Legacy<br>Pasqal, determined based on the issuance of 682,448 Legacy Pasqal Series C Shares received upon conversion using the Series C Financing<br>price. |
| --- | --- |
| c) | To reflect the conversion of the outstanding principal balance<br>of Redeemable Bonds and accrued interest of €95.2 million into 682,448 Legacy Pasqal Series C Shares subsequent to December 31,<br>2025, upon the completion of the Series C Financing in February 2026, which was considered a qualified equity financing event pursuant<br>to the underlying subscription agreements. The issued Legacy Pasqal Series C Shares are reflected as an increase in share capital, reflecting<br>the par value of the Legacy Pasqal Series C Shares, with the excess proceeds recorded as an increase in share premium. See Note 3, Redeemable<br>Bonds. |
| --- | --- |
| d) | To reflect the exercise of 347,885 BSPCE of Legacy Pasqal for<br>aggregated proceeds of €0.1 million subsequent to December 31, 2025. This adjustment was recorded as an increase in Legacy Pasqal’s<br>share capital, at par value, with the excess proceeds recognized as an increase to Legacy Pasqal’s share premium. |
| --- | --- |
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| e) | To reflect the settlement of contingent consideration in connection with Pasqal SAS’s acquisition of Aeponyx through the issuance of 117,692 Legacy Pasqal Class C ordinary shares to former Aeponyx shareholders prior to the Closing. The contingent consideration was previously recorded in other reserves in Legacy Pasqal’s historical financial statement. Accordingly, the issuance of the shares resulted in a €14.8 million decrease in Legacy Pasqal’s other reserves and a corresponding increase in Legacy Pasqal’s share capital, at par value, with the excess recognized in Legacy Pasqal’s share premium. |
|---|---|
| f) | To reflect the additional share-based compensation expense arising from (i) the incremental fair value of the Legacy Pasqal BSCPEs associated with the modification and (ii) the approved issuance of additional Legacy Pasqal BSPCE awards prior to the Closing. This adjustment is recorded as an increase to Legacy Pasqal’s loss for the year of €28.7 million with a corresponding increase to other reserves. The fair value of the replacement BSPCEs and newly approved BSPCE awards is estimated utilizing a Monte Carlo simulation model. The significant assumptions used in the valuation include the following: (1) a risk-free rate ranging from 2.7% to 3.1%; (2) expected volatility ranging from 130.1% to 132.8%; (3) the fair value of the underlying ordinary share of €96.16; and (4) an expected term ranging from 3 to 6 years. |
| --- | --- |
Pro Forma Condensed Combined Statement of Operations
| g) | To eliminate the change in fair value of the Redeemable Bonds<br>incurred on the Redeemable Bonds reflected in the historical consolidated statement of profit or loss of Legacy Pasqal, assuming that<br>the adjustment described in Note 3(c) was made on January 1, 2025. |
|---|---|
| h) | To reflect the remeasurement of Legacy Pasqal’s Redeemable<br>Bonds to fair value immediately prior to conversion, assuming the conversion described in Note 3(b) occurred on January 1, 2025. The<br>remeasurement resulted in a €7.1 million change in the fair value of Legacy Pasqal’s Redeemable Bonds. |
| --- | --- |
| i) | To reflect the increase in share-based compensation expenses<br>related to the modification of Legacy Pasqal BSPCE awards and the approved issuance of additional Legacy Pasqal BSPCE awards assuming<br>that the adjustment described in Note 3(f) was made on January 1, 2025. |
| --- | --- |
| 4. | Basis of Pro Forma Presentation |
| --- | --- |
The unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of SEC Regulation S-X, as amended by the final rule, Release No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses. Release No. 33-10786 replaces the historical pro forma adjustments criteria with simplified requirements to depict the transaction accounting adjustments and presents the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). Management elected not to present Management’s Adjustments and presented only transaction accounting adjustments in the unaudited pro forma condensed combined financial information. The transaction accounting adjustments presented in the unaudited pro forma condensed combined financial information were made to provide relevant information necessary for an understanding of the combined company reflecting the accounting for the Transactions. The unaudited pro forma condensed combined financial information did not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Transactions. Bleichroeder and Legacy Pasqal did not have any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
Management made significant estimates and assumptions in its determination of the transaction accounting adjustments. The transaction accounting adjustments were based on available information and certain assumptions and methodologies that management believed were reasonable under the circumstances. The transaction accounting adjustments, which were described in these notes, reflect management’s current estimates of the accounting effects of the transactions. Actual amounts ultimately recognized may differ from these estimates as a result of additional analyses performed following the completion of the transactions.
The unaudited pro forma condensed combined financial information has been prepared using the actual redemptions for cash of Bleichroeder Ordinary Shares. This presentation reflects the exercise of redemption rights by holders of 26,039,602 Bleichroeder public shares for their pro rata share of the funds in the Trust Account at a redemption price of $10.22 or €8.70 per share, using an exchange rate of 1.1747 U.S. dollars per euro. This gives effect to redemptions of Bleichroeder public shares for an aggregate redemption payment of approximately €226.5 million or $266.0 million.
11
The following table summarizes the pro forma number of New Pasqal Ordinary Shares outstanding following the consummation of the Transactions, excluding the potential dilutive effect of 17,333,333 outstanding New Pasqal Warrants (comprised of 9,583,333 Public Warrants and 7,750,000 Private Warrants), 32,703,460 New Pasqal BSPCEs and New Pasqal options, 26,041,667 New Pasqal Ordinary Shares issuable upon the conversion of the Senior Unsecured Convertible Bonds, and 32,552,083 New Pasqal Ordinary Shares issuable upon the exercise of the Investment Warrants. The New Pasqal Warrants became exercisable 30 days after the completion of the Business Combination and expire five years after the completion of the Business Combination or earlier upon their redemption or liquidation. The Investment Warrants became immediately exercisable upon issuance and expire five years from the date of the Business Combination.
| Equity Capitalization Summary<br>Upon Consummation of the Business Combination | Number of<br>Shares Owned | %<br>Ownership | |||
|---|---|---|---|---|---|
| Bleichroeder Sponsor and Bleichroeder’s executive officers and directors^(1)^ | 9,583,333 | 5 | % | ||
| Public shareholders | 2,710,398 | 1 | % | ||
| Legacy Pasqal shareholders | 199,999,960 | 94 | % | ||
| Total New Pasqal Ordinary Shares | 212,293,691 | 100 | % | ||
| (1) | Includes the 530,000 Founder Shares that vested upon completion<br>of the Business Combination. See Note 1, Sponsor-Granted Membership Interests. | ||||
| --- | --- |
Based on that all outstanding New Pasqal Warrants, New Pasqal BSPCEs, New Pasqal options, and New Pasqal Investment Warrants and Senior Unsecured Convertible Bonds issued in connection with the March 2026 Financing were exercisable and exercised following completion of the Business Combination (and each other assumption applicable to the table set forth above remains the same), then the combined voting power of New Pasqal and combined economic interest in New Pasqal is shown below:
| Equity Capitalization Summary<br>(fully diluted basis) | Number of<br>Shares Owned | %<br>Ownership | |||
|---|---|---|---|---|---|
| Bleichroeder Sponsor and Bleichroeder’s executive officers and directors^(1)^ | 9,583,333 | 3 | % | ||
| Public shareholders | 2,710,398 | 1 | % | ||
| Legacy Pasqal shareholders^(2)^ | 232,703,420 | 73 | % | ||
| Investors pursuant to the March 2026 Financing | 26,041,667 | 8 | % | ||
| New Pasqal Warrants^(3)^ | 17,333,333 | 5 | % | ||
| New Pasqal Investment Warrants | 32,552,083 | 10 | % | ||
| Total fully diluted New Pasqal Ordinary Shares | 320,924,234 | 100 | % | ||
| (1) | Includes the 530,000 Founder Shares that vested upon completion<br>of the Business Combination. See Note 1, Sponsor-Granted Membership Interests. | ||||
| --- | --- | ||||
| (2) | Includes 1,438,391 outstanding Legacy Pasqal BSPCEs and Legacy<br>Pasqal options issued to former Legacy Pasqal shareholders at Closing, which represent an aggregate of 32,703,460 New Pasqal BSPCEs and<br>New Pasqal Options after application of the Exchange Ratio of 22.7361. | ||||
| --- | --- | ||||
| (3) | Comprised of 9,583,333 Public Warrants and 7,750,000 Private<br>Warrants. | ||||
| --- | --- | ||||
| 5. | IFRS Adjustments and Reclassifications | ||||
| --- | --- |
The historical financial information of Bleichroeder as of and for the year ended December 31, 2025 was prepared in accordance with U.S. GAAP and has been adjusted to give effect to the differences between U.S. GAAP and IFRS.
The IFRS adjustments and included in the unaudited pro forma condensed combined balance sheet as of December 31, 2025 are as follows:
| a) | To reflect the reclassification of Bleichroeder Class A<br>ordinary shares subject to possible redemption from mezzanine equity under U.S. GAAP to liabilities under IFRS, as the shareholders<br>have the right to require Bleichroeder to redeem their pro rata share of the funds in the Trust Account and Bleichroeder has an irrevocable<br>obligation to deliver cash or another financial instrument for such redemption. |
|---|
12
| b) | To reflect the reclassification of the $3.4 million or €2.9<br>million Public Warrants described in Note 2(a) and $7.8 million or €6.6 million Private Warrants described in Note 2(b) from equity<br>classification under U.S. GAAP to liability classification under IFRS, due to both the Public Warrants and Private Warrants having<br>net share settlement provisions that permit settlement in a variable number of shares, which preclude equity classification under IAS<br>32. As Bleichroeder’s additional paid-in capital was zero, after giving effect to Bleichroeder’s IPO-related entries described<br>Note 2, the resulting IFRS adjustment in equity related to the warrant classification was recorded as an adjustment to accumulated deficit. |
|---|---|
| c) | To reflect the reclassification adjustments to align Bleichroeder’s<br>historical financial statement balances with the presentation of Legacy Pasqal’s historical financial statements. |
| --- | --- |
The IFRS adjustments and included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 are as follows:
| d) | To reflect the reclassification adjustments to align Bleichroeder’s<br>historical financial statement balances with the presentation of Legacy Pasqal’s historical financial statements. |
|---|---|
| 6. | Accounting for the Business Combination |
| --- | --- |
The Business Combination was accounted for as a capital reorganization in accordance with IFRS as issued by the IASB. Under this method of accounting, Bleichroeder is treated as the “acquired” company for financial reporting purposes, and Legacy Pasqal is the accounting “acquirer”. This determination is primarily based on the following:
| ● | Legacy Pasqal’s existing shareholders hold a majority<br>of the voting power of New Pasqal; |
|---|---|
| ● | Legacy Pasqal is the larger entity in terms of substantive operations<br>and employee base; |
| --- | --- |
| ● | Legacy Pasqal designates a majority of the members of the board<br>of directors of New Pasqal; |
| --- | --- |
| ● | Legacy Pasqal’s operations comprise the ongoing operations<br>of New Pasqal; and |
| --- | --- |
| ● | Legacy Pasqal’s existing senior management comprises all<br>of the senior management of New Pasqal. |
| --- | --- |
Bleichroeder does not meet the definition of a “business” pursuant to IFRS 3 — Business Combinations (“IFRS 3”), and accordingly, for accounting purposes, the Business Combination is accounted for as a capital reorganization within the scope of IFRS 2. The Business Combination is treated as the equivalent of New Pasqal issuing its ordinary shares in exchange for the net assets of Bleichroeder. As a result, the net assets of Bleichroeder is stated at historical cost, with no goodwill or other intangible assets recorded. In accordance with IFRS 2, any excess of the fair value of New Pasqal Ordinary Shares issued to Bleichroeder shareholders over the fair value of the identifiable net assets of Bleichroeder acquired represents compensation for the service of a stock exchange listing and is expensed as incurred.
| 7. | New Pasqal Ordinary Shares Issued to Legacy Pasqal shareholders<br>upon the Closing of the Business Combination |
|---|
The New Pasqal Ordinary Shares issued to Legacy Pasqal shareholders at the closing of the Business Combination is determined based on the Exchange Ratio of 22.7361 calculated as of the date of this Report, as follows:
| Legacy Pasqal Ordinary Shares outstanding as of December 31, 2025 | 7,148,772 |
|---|---|
| Legacy Pasqal Ordinary Shares issued subsequent to December 31, 2025 in connection with the Series C Financing | 499,769 |
| Legacy Pasqal Ordinary Shares issued upon conversion of the Redeemable Bonds | 682,448 |
| Legacy Pasqal Ordinary Shares issued upon subsequent exercise of BSPCEs | 347,885 |
| Legacy Pasqal Ordinary Shares issued to former Aeponyx shareholders in connection with Pasqal SAS’s acquisition of Aeponyx | 117,692 |
| Total Legacy Pasqal Ordinary Shares outstanding prior to the Closing | 8,796,566 |
| Exchange Ratio | 22.7361 |
| New Pasqal Ordinary Shares to be issued to Legacy Pasqal shareholders upon Closing | 199,999,960 |
13
| 8. | Adjustments to Unaudited Pro Forma Condensed Combined Balance<br>Sheet |
|---|
The unaudited pro forma condensed combined balance sheet as of December 31, 2025 reflects transaction accounting adjustments that depict the accounting for the Transactions.
The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:
Balance Sheet Pro forma Transaction Accounting Adjustments:
Bleichroeder pro forma transaction accounting adjustments:
| a) | To reflect the change in fair value of the Public Warrants and<br>Private Warrants of $17.6 million or €15.0 million, based on the market price for the Public Warrants of $1.66 or €1.41 as<br>of August 27, 2026, translated using an exchange rate of 1.1747 USD per EUR, which represents the exchange rate in effect as of the pro<br>forma balance sheet date of December 31, 2025. The resulting adjustment was recorded as an increase in warrant liabilities and accumulated<br>deficit. The fair value of the Private Warrants was determined using the fair value of the Public Warrants as the terms and conditions<br>of the Private Warrants are substantially identical to those of the Public Warrants. |
|---|---|
| b) | To reflect the accelerated vesting of membership interests that<br>equate to an aggregate of 530,000 Founder Shares to Bleichroeder’s executive officers and directors for their services performed<br>during the period from issuance through the completion of the Business Combination. The accelerated vesting is recorded as an increase<br>in additional paid-in capital and an increase in accumulated deficit of $1.6 million or €1.3 million, representing the<br>grant date fair value of the membership interests subject to a performance condition. See Note 1, Sponsor-Granted Membership<br>Interests. |
| --- | --- |
| c) | To<br>reflect that the holders of 26,039,602 Bleichroeder Ordinary Shares subject to possible redemption exercise their redemption rights prior<br>to the consummation of the Business Combination at a redemption price of approximately $10.22 or €8.70 per share, using an exchange<br>rate of 1.1747 USD per EUR on the pro forma balance sheet date of December 31, 2025, resulting in aggregate redemptions of approximately<br>€226.5 million or $266.0 million from the Trust Account, as if such<br>redemption had occurred on December 31, 2025. |
| --- | --- |
| d) | To reflect the release of approximately €18.3 million from the cash held in Trust Account to cash<br>upon the completion of the Business Combination, after giving effect to Public Shareholders exercised their redemption rights to have<br>their Bleichroeder Ordinary Shares redeemed for their pro rata share of the Trust Account. |
| --- | --- |
| e) | To reflect the reclassification of remaining 2,710,398 Bleichroeder Ordinary Shares subject to<br>possible redemption from a liability to equity upon consummation of the Business Combination and recording the corresponding<br>increase in Bleichroeder Class A ordinary shares at par value with the remaining balances recorded in additional paid-in<br>capital. |
| --- | --- |
| f) | To reflect the (i) cash settlement of the €1.0 million<br>deferred underwriting fee incurred during the Bleichroeder IPO that is payable upon completion of the Business Combination and (ii) the<br>derecognition of the €9.4 million deferred underwriting fee liability associated with the portion of the public shares that were<br>redeemed and no longer due or payable. The derecognized deferred underwriting fee liability has been recorded as a corresponding increase<br>in additional paid-in capital. The deferred underwriting fee liability was contingent upon, and calculated as a percentage of the gross<br>proceeds remaining in the Trust Account and payable upon the completion of the Business Combination. |
| --- | --- |
| g) | To reflect the transaction costs of approximately €7.7 million,<br>not yet reflected in the historical financial statements, which were incurred by Bleichroeder in connection with the Business Combination,<br>such as advisory, legal and auditor fees. The adjustment is reflected in the unaudited pro forma condensed combined balance sheet as a<br>decrease in cash of €7.7 million to reflect payments made at Closing with a corresponding increase in accumulated deficit. |
Business Combination accounting adjustments:
| h) | To reflect the conversion of Legacy Pasqal shares into 199,999,960<br>New Pasqal Ordinary Shares based on the same exchange ratio, which resulted in an increase in New Pasqal share capital at €0.02 par<br>value of €4.0 million, share premium of €245.5 million, accumulated deficit of €32.5 million, other reserves<br>of €63.5 million and loss for the year of €137.1 million. As a result of the conversion, Legacy Pasqal’s equity<br>balances were derecognized, reflecting decreases in share capital of €0.9 million, share premium of €248.7 million,<br>accumulated deficit of €32.5 million, other reserves of €63.5 million and loss for the year of €137.1 million. |
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| i) | To reflect the issuance of New Pasqal Ordinary Shares on a one-for-one basis, pursuant to the Reincorporation Merger in exchange for the net assets of Bleichroeder. 9,583,333 New Pasqal Ordinary Shares were issued and recorded as an increase to New Pasqal share capital at €0.02 par value of €0.2 million and a corresponding reduction New Pasqal’s share premium of €13.4 million in exchange for Bleichroeder’s net assets resulting in the derecognition of Bleichroeder’s equity. The derecognition of Bleichroeder’s equity reflects a €1 thousand decrease in Class B Ordinary Shares, a €29.1 million decrease in additional paid in capital (after giving effect to the adjustments described in Notes 2(a), 2(b), 2(c), 2(e), 8(b), 8(e) and 8(f)) and a €42.2 million decrease in accumulated deficit (after giving effect to the adjustments described in Notes 2(e), 5(b), 8(a), 8(b) and 8(g)). |
|---|
The excess of the fair value of the New Pasqal Ordinary Shares issued by New Pasqal over the fair value of Bleichroeder identifiable net assets at the date of the Business Combination is recorded as a listing services expense in accordance with IFRS 2. The fair value of the New Pasqal Ordinary Shares is determined based on the market price of Bleichroeder Ordinary Shares of $9.79 or €8.33 per share as of August 27, 2026. The fair value of the New Pasqal Ordinary Shares issued to Bleichroeder shareholders is €102.5 million compared to the fair value of adjusted Bleichroeder identifiable net liabilities at the date of the Business Combination of €13.1 million resulting in a preliminary listing services expense of €115.6 million.
| Shares | Amounts | |||
|---|---|---|---|---|
| (In thousands, except share and per share amounts) | ||||
| Bleichroeder shareholders | ||||
| Public shareholders | 2,710,398 | 22,589 | ||
| Sponsor | 9,583,333 | 79,868 | ||
| Total fair value of New Pasqal<br>Ordinary Shares to be issued to Bleichroeder shareholders | 12,293,731 | 102,457 | ||
| Adjusted net liabilities of Bleichroeder as of December 31, 2025 | (13,110 | ) | ||
| IFRS 2 charge for listing services | 115,567 |
All values are in Euros.
| j) | To reflect the issuance and sale of the Senior Unsecured Convertible<br>Bonds and the Investment Warrants in connection with the closing of the Business Combination, for gross cash proceeds of €212.8 million,<br>pursuant to the March 2026 Financing. Upon issuance, the Senior Unsecured Convertible Bonds and the Investment Warrants are measured<br>at their relative fair values and recorded in borrowings of €278.5 million and warrant liabilities of €99.8 million,<br>respectively, in the unaudited condensed combined pro forma balance sheet. Any difference between the total proceeds received and the<br>aggregate fair value of the Senior Unsecured Convertible Bonds and the Investment Warrants at issuance results in a day-one gain<br>or loss, which may be deferred and recognized in profit or loss over the term of the issued instruments on a straight-line basis, or<br>recognized immediately, when the underlying inputs for the fair value measurement become observable. Since the Business Combination results<br>in the share price of New Pasqal Ordinary Shares, which represents the most significant input to fair value measurement for both instruments,<br>being observable, the day-one loss of €165.5 million is recognized immediately in loss for the year, and the Senior Unsecured<br>Convertible Bonds and the Investment Warrants are recognized on the unaudited condensed combined pro forma balance sheet for their respective<br>fair value of €278.5 million and €99.8 million, respectively. See Note 1, March 2026 Financing. |
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| k) | To reflect transaction costs of €24.3 million incurred<br>by Legacy Pasqal in connection with the Business Combination, such as advisory, legal, accounting and auditing fees and other professional<br>fees. As of the pro forma balance sheet date, the €24.3 million transaction costs have been accrued and allocated between newly<br>issued shares and newly listed but previously existing shares. Approximately €1.3 million is allocated to newly issued shares<br>and included as an adjustment to share premium, and approximately €23.0 million is allocated to the newly listed but previously<br>existing shares and included as an adjustment to loss for the year and reflected in the pro forma condensed combined statement of operations<br>for the year ended December 31, 2025. |
|---|---|
| 9. | Adjustments to Unaudited Pro Forma Condensed Combined Statement<br>of Operations |
| --- | --- |
The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:
Statement of Operations Pro forma Transaction Accounting Adjustments:
Bleichroeder pro forma transaction accounting adjustments:
| a) | To reflect the compensation expense related to the accelerated<br>vesting of membership interests upon the closing of the Business Combination that equates to an aggregate of 530,000 Founder Shares to<br>Bleichroeder’s executive officers and directors, assuming that the adjustment described in Note 8(b) was made on January 1,<br>2025. |
|---|
Business Combination accounting adjustments
| b) | To reflect transaction costs incurred by Legacy Pasqal in connection<br>with the Business Combination, such as advisory, legal, accounting and auditing fees and other professional fees, that are allocated<br>to the newly listed but previously existing shares, assuming that the adjustment described in Note 8(k) was made on January 1,<br>2025. |
|---|---|
| c) | To reflect the stock exchange listing expense recognized, in<br>accordance with IFRS 2, for the excess of the fair value of New Pasqal Ordinary Shares issued and the fair value of Bleichroeder’s<br>identifiable net assets acquired from the Transactions, assuming that the adjustment described in Note 8(i) was made on January 1,<br>2025. |
| --- | --- |
| d) | To reflect the annual estimated interest expense associated with the<br>March 2026 Financing, assuming the Senior Unsecured Convertible Bonds were issued on January 1, 2025. The interest rate assumed<br>for purposes of preparing the unaudited pro forma condensed combined financial information is using the interest rate of 10% payable in<br>cash on a semi-annual basis, representing the most likely scenario, as the Senior Unsecured Convertible Bonds may be settled in cash or<br>New Pasqal Ordinary Shares at the election of New Pasqal pursuant to the terms of the securities purchase agreement. Assuming an interest<br>rate of 12% per annum in PIK on an annual basis, the pro forma net loss for the year ended December 31, 2025 would be €417.7 million<br>and the pro forma net loss per share of New Pasqal, basic and diluted, would be €1.97. |
| --- | --- |
| e) | To reflect the recognition of the day-one loss of €165.5<br>million arising from the issuance of the Senior Unsecured Convertible Bonds and the Investment Warrants assuming that the adjustment<br>described in Note 8(j) occurred on January 1, 2025. |
| --- | --- |
| f) | The pro forma basic and diluted net loss per share amounts presented<br>in the unaudited pro forma condensed combined statement of operations are based upon the number of New Pasqal Ordinary Shares<br>outstanding at Closing, as if the Transactions had occurred on January 1, 2025. For periods in which Bleichroeder, Legacy Pasqal,<br>or the combined company reported a net loss, diluted loss per share is the same as basic loss per share, since dilutive potential shares<br>are not assumed to have been issued as their effect would be anti-dilutive. The calculation of weighted-average shares outstanding for<br>pro forma basic and diluted net loss per share assumes that the shares issuable in connection with the Transactions have been outstanding<br>for the entirety of the period presented. |
| --- | --- |
16
Pro forma basic and diluted net loss per share is calculated as follows for the year ended December 31, 2025:
| Year Ended December 31, 2025 | ||
|---|---|---|
| (In thousands, except share and per share amounts) | ||
| Numerator: | ||
| Pro forma net loss – basic and diluted | (412,183 | ) |
| Denominator: | ||
| Historical weighted average number of Bleichroeder Ordinary Shares outstanding | 8,333,333 | |
| Bleichroeder Ordinary Shares no longer subject to forfeiture upon consummation of the Bleichroeder IPO | 1,250,000 | |
| New Pasqal Ordinary Shares owned by public shareholders that were subject to redemption upon Closing | 2,710,398 | |
| New Pasqal Ordinary Shares issued to Legacy Pasqal shareholders upon Closing (see Note 7) | 199,999,960 | |
| Weighted average New Pasqal Ordinary Shares outstanding used in basic and diluted net loss per share | 212,293,691 | |
| Pro forma net loss per share of New Pasqal – basic and diluted | (1.94 | ) |
All values are in Euros.
The outstanding (i) 32,703,460 New Pasqal BSPCEs and New Pasqal options, (ii) 26,041,667 New Pasqal Ordinary Shares issuable upon the conversion of the Senior Unsecured Convertible Bonds, (iii) 32,552,083 New Pasqal Ordinary Shares issuable upon the exercise of the Investment Warrants, and (iv) 17,333,333 New Pasqal Ordinary Shares issuable upon the exercise of the New Pasqal Warrants (comprised of 9,583,333 Public Warrants and 7,750,000 Private Warrants), have been excluded from the computation of diluted net loss per share attributable to ordinary shareholders for the year ended December 31, 2025, because including them would have been antidilutive.
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Exhibit 15.2
We hereby consent to the incorporation by reference in this Shell Company Report on Form 20-F of Pasqal Holding SA (formerly named Bleichroeder Acquisition France Merger Sub 2) of our report dated May 26, 2026, relating to the financial statements of Pasqal SAS and its subsidiaries, which appears in Amendment No. 1 to the Registration Statement on Form F-4 (No.333-296239 ) of Bleichroeder Acquisition France Merger Sub 2. We also consent to the reference to us under the heading “Statement by Experts” in such Form 20-F.
/s/ PricewaterhouseCoopers Audit
Neuilly-sur-Seine, France
September 2, 2026
Exhibit 15.3
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in this Form 20-F of our report dated March 16, 2026, relating to the financial statements of Bleichroeder Acquisition Corp. II as of December 31, 2025 and for the period from August 27, 2025 (inception) through December 31, 2025. We also consent to the reference to our firm under the caption “Statement of Experts”.
/s/ WithumSmith+Brown, PC
East Brunswick, New Jersey
September 2, 2026