SUBSCRIPTION AGREEMENTSubscription Agreement • May 31st, 2023 • Pegasus Digital Mobility Acquisition Corp. • Blank checks
This subscription agreement (the "Subscription Agreement") is being entered into by and among Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company ("SPAC"), Pegasus TopCo B.V., a Dutch private limited liability company ("TopCo") and the undersigned subscriber (the "Investor"), in connection with the business combination agreement, dated [as of the date hereof] (as may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among SPAC, Gebr. Schmid GmbH, a German limited liability company (the "Company"), TopCo and Pegasus MergerSub Corp., a Cayman Islands exempted company and a direct wholly owned subsidiary of TopCo ("Merger Sub"), pursuant to which, among other things, (i) SPAC will merge with and into Merger Sub (the "Merger"), with Merger Sub as the surviving company in the merger (the "Surviving Company"), and (ii) the Business Combination, the Exchange and the Change of Legal Form (each as defined in
pegasus topco B.V. Pegasus digital mobility acquisition corp Pegasus Digital Mobility Sponsor LLC Christian Schmid Anette Schmid form of REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 31st, 2023 • Pegasus Digital Mobility Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of [·], 2023, is made and entered into by and among Pegasus Topco B.V., a Dutch private limited liability company (the "Company"), Pegasus Digital Mobility Acquisition Corp, a Cayman Islands exempted company ("Pegasus"), Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (the "Sponsor"), Anette Schmid and Christian Schmid, which are the shareholders of Gebr. Schmid GmbH, a German limited liability company ("Schmid GmbH", such stockholders, the "Schmid Holders" and collectively with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Clause 5.2 or Clause 5.10 of this Agreement, the "Holders" and each, a "Holder").
FORM OF WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT FORM OF WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Assignment, Assumption and Amendment Agreement • May 31st, 2023 • Pegasus Digital Mobility Acquisition Corp. • Blank checks • New York
THIS WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this "Agreement") dated as of [●], 2023, is made and entered into by and among Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (the "Company"), Pegasus TopCo B.V., a Dutch private limited liability company, to be converted into a Dutch public limited liability company and to be renamed [●] N.V. promptly following the Share Exchange as defined below (the "TopCo"), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the "Warrant Agent").
PEGASUS DIGITAL MOBILITY ACQUISITION CORP., GEBR. SCHMID GMBH, PEGASUS TOPCO B.V., AND PEGASUS MERGERSUB CORP. BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 31st, 2023 • Pegasus Digital Mobility Acquisition Corp. • Blank checks • New York
NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement, and intending to be legally bound, the Parties hereby agree as follows:
Dated 2023 PLAN OF MERGERPlan of Merger • May 31st, 2023 • Pegasus Digital Mobility Acquisition Corp. • Blank checks
WARRANT GRANT AGREEMENTWarrant Grant Agreement • May 31st, 2023 • Pegasus Digital Mobility Acquisition Corp. • Blank checks
This agreement (the “Agreement”) is entered into as of May 31, 2023, by and between Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) and each of undersigned officers and directors (each, a “Recipient”) of Pegasus Digital Mobility Acquisition Corp (the “Company”).
ANETTE SCHMID, CHRISTIAN SCHMID AND PEGASUS DIGITAL MOBILITY ACQUISITION CORP SHAREHOLDERS' UNDERTAKING (TO BE NOTARIZED)Shareholders' Undertaking • May 31st, 2023 • Pegasus Digital Mobility Acquisition Corp. • Blank checks
SPONSOR AGREEMENTSponsor Agreement • May 31st, 2023 • Pegasus Digital Mobility Acquisition Corp. • Blank checks
This SPONSOR AGREEMENT (this "Agreement"), dated as of May 31, 2023, is made by and among Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (the "Sponsor"), Pegasus Digital Mobility Acquisition Corp, a Cayman Islands exempted company ("Pegasus"), Gebr. Schmid GmbH, a German limited liability company (the "Company"), Pegasus TopCo B.V., a Dutch private limited liability company, ("TopCo") to be converted into a public limited liability company and to be renamed promptly following the share exchange contemplated by the Business Combination Agreement (as defined below), and each of the undersigned individuals (such individuals, collectively, the "Insiders" and together with the Sponsor, the "Sponsor and Insider Parties"). The Sponsor, Pegasus, the Company, TopCo and the Insiders shall be referred to herein from time to time collectively as the "Parties" and individually as a "Party". Capitalized terms used but not otherwise defined herein shall have the mean
