Extract to table

00 per share, with an aggregate of 45,000,000 shares of common stock of the Company issuable to all Skybridge shareholders in connection with the Merger; WHEREAS, the execution and delivery of this Agreement by each of the Holders is a material condition to the willingness of the Parties to consummate the transactions contemplated by the BCA, and this Agreement is being entered into simultaneously with the execution and delivery of the BCA; WHEREAS, reference is made to (i) the Sponsor Support Agreement, dated as of April 14, 2025, by and between the Sponsor and PGAC (the "Sponsor Support Agreement"), and (ii) the Company Stockholder Support Agreement, dated as of April 14, 2025, by and among Veltrano, Atlas Horizon, Chandrasekaran, and Skybridge (the "Company Stockholder Support Agreement"), each of which is being entered into simultaneously with the BCA and this Agreement; and WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the BCA

For the avoidance of doubt, Earnout Shares, to the extent issued during the applicable Company Holder Lock-Up Period, shall be subject to the same lock-up restrictions as the Merger Consideration Shares as set forth in this Agreement

1(a) shall apply as follows: (i) Sponsor Lock-Up Period

1(a) shall apply for a period of twelve (12) months following the Closing Date (the "Sponsor Lock-Up Period")

For the avoidance of doubt, the Sponsor Lock-Up Period shall commence on the Closing Date and shall expire at 11:59 p

1(a) shall apply for a period of one hundred eighty (180) calendar days following the Closing Date (the "Company Holder Lock-Up Period")