PRIVATE WARRANT UNDERTAKING AGREEMENTPrivate Warrant Undertaking Agreement • January 29th, 2024 • Pegasus Digital Mobility Acquisition Corp. • Blank checks
This AGREEMENT (this "Agreement"), dated as of January 29, 2024, 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 Schmid Group N.V. 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 "Private Warrant Holders"). 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 ha
SUBSCRIPTION AGREEMENTSubscription Agreement • January 29th, 2024 • 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 (besloten vennootschap met beperkte aansprakelijkheid), (which will be converted into a Dutch public limited liability company (naamloze vennootschap) and to be renamed SCHMID Group N.V. prior to closing of the Business Combination (as defined below)) ("TopCo"), and XJ Harbour HK Limited (the "Investor"), for ordinary shares in the share capital of TopCo ("Shares"), in connection with the business combination agreement, dated May 31, 2023 (as amended by that first amendment to the business combination agreement dated as of September 26, 2023, and as it may be further amended 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 MergerSu
Pegasus Digital Mobility Acquisition Corp. AND PEGASUS TOPCO B.V., AND ANETTE SCHMID AND CHRISTIAN SCHMID EARNOUT AGREEMENTEarnout Agreement • January 29th, 2024 • Pegasus Digital Mobility Acquisition Corp. • Blank checks • New York
THIS EARNOUT AGREEMENT, effective as of January 29, 2024 (this “Agreement”), is entered into by and among Pegasus TopCo B.V., a Dutch private limited liability company, (“TopCo”) to be converted into a public limited liability company and renamed Schmid Group N.V. promptly following the share exchange contemplated by the Business Combination Agreement (as defined below), Christian Schmid and Anette Schmid (together the "Holders" individually each a “Holder”) and Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (“Pegasus”, together with TopCo and the Holders, the “Parties” and each a “Party”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
PEGASUS DIGITAL MOBILITY ACQUISITION CORP. Warrant transfer AGREEMENTWarrant Transfer Agreement • January 29th, 2024 • Pegasus Digital Mobility Acquisition Corp. • Blank checks • New York
THIS WARRANT TRANSFER AGREEMENT (this "Agreement") is entered into as of January 29, 2024, by and between Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (the "Transferor" or the "Sponsor"), and Christian Schmid and Anette Schmid, the shareholders of Gebr. Schmid GmbH (together, the "Transferees" and each a "Transferee").
ANETTE SCHMID, CHRISTIAN SCHMID AND PEGASUS DIGITAL MOBILITY ACQUISITION CORP.Shareholders' Undertaking • January 29th, 2024 • Pegasus Digital Mobility Acquisition Corp. • Blank checks
THIS FIRST AMENDMENT TO THE SHAREHOLDERS' UNDERTAKING (this "Amendment"), dated as of January 29, 2024 is by and among (i) Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company ("Pegasus"), (ii) Anette Schmid and (iii) Christian Schmid (collectively, the "Parties" and each, a "Party"). Capitalized terms used but not otherwise defined in this Amendment shall have respective meanings ascribed to such terms in the Shareholders' Undertaking Agreement (as defined below).
Pegasus Digital Mobility Acquisition Corp., GEBR. SCHMID GMBH, PEGASUS TOPCO B.V., AND PEGASUS MERGERSUB CORP. SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • January 29th, 2024 • Pegasus Digital Mobility Acquisition Corp. • Blank checks
THIS SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this "Amendment"), dated as of January 29, 2024 (the "Effective Date"), is by and among (i) Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company ("Pegasus"), (ii) Gebr. Schmid GmbH, a German limited liability company (the "Company"), (iii) Pegasus TopCo B.V., a Dutch private limited liability company ("TopCo") and (iv) Pegasus MergerSub Corp., a Cayman Islands exempted company ("Merger Sub") (collectively, the "Parties" and each, a "Party"). Capitalized terms used but not otherwise defined in this Amendment shall have respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
