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:

 

1. 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.

 

 

 

 

2. 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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3. 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.

 

4. 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: wasiq.bokhari@pasqal.com; loic@pasqal.com; charline.stonehouse-ext@pasqal.com

 

with a copy to (which will not constitute notice):

 

Attention: Marsha Mogilevich; Yves Lepage; Olivier Jouffroy; Albert Vanderlaan

Email: mmogilevich@orrick.com; ylepage@orrick.com; ojouffroy@orrick.com; avanderlaan@orrick.com

 

if to any Parent Party:

 

Bleichroeder Acquisition Corp II

1345 Avenue of the Americas, Fl 47

New York, NY 10105

Attention: Robert Folino 

Email: Robert.Folino@bspac1.com

 

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: LReinhardt@reedsmith.com
    Jocelyne.Kelly@reedsmith.com

 

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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