PEGASUS DIGITAL MOBILITY ACQUISITION CORP., GEBR. SCHMID GMBH, PEGASUS TOPCO B.V., PEGASUS MERGERSUB CORP., AND VALIDUS/STRATCAP, LLC WARRANTY AGREEMENT WARRANTY AGREEMENTWarranty Agreement • April 30th, 2024 • Pegasus Digital Mobility Acquisition Corp. • Blank checks
THIS WARRANTY AGREEMENT (this "Agreement"), dated as of April 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"), (iv) Pegasus MergerSub Corp., a Cayman Islands exempted company ("Merger Sub") Validus/StratCap, LLC (the "Guarantor") (collectively, the "Parties" and each, a "Party"). Capitalized terms used but not otherwise defined in this Agreement shall have respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
Pegasus Digital Mobility Acquisition Corp.Underwriting Agreement • April 30th, 2024 • Pegasus Digital Mobility Acquisition Corp. • Blank checks
FIRST AMENDMENT TO WARRANT TRANSFER AGREEMENTWarrant Transfer Agreement • April 30th, 2024 • Pegasus Digital Mobility Acquisition Corp. • Blank checks
THIS FIRST AMENDMENT TO WARRANT TRANSFER AGREEMENT (this "Amendment"), dated as of April 28, 2024 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"). Capitalized terms used but not otherwise defined in this Amendment shall have respective meanings ascribed to such terms in the Warrant Transfer Agreement.
Waiver of Closing Conditions to the Business Combination Agreement April 29, 2024Business Combination Agreement • April 30th, 2024 • Pegasus Digital Mobility Acquisition Corp. • Blank checks
Reference is made to that certain Business Combination Agreement, dated as of May 31, 2023 (as amended by that First Amendment to Business Combination Agreement dated as of September 26, 2023 and that Second Amendment to Business Combination Agreement dated as of January 29, 2024 and as it may be further amended from time to time, the “Business Combination Agreement”), by and among 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 liability company (besloten vennootschap met beperkte aansprakelijkheid) (which will be converted into a Dutch public limited liability company (naamloze vennootschap) and renamed SCHMID Group N.V. prior to closing of the Business Combination) (“TopCo”), and Pegasus MergerSub Corp., a Cayman Islands exempted company and wholly-owned subsidiary of TopCo (“Merger Sub”). Capitalized terms used and not otherwise defin
PEGASUS DIGITAL MOBILITY ACQUISITION CORP. PEGASUS DIGITAL MOBILITY SPONSOR LLC PEGASUS TOPCO B.V. AGREEMENT TO REMOVE THE LOCK-UP FROM CERTAIN CLASS B SHARESPegasus Digital Mobility Acquisition Corp. • April 30th, 2024 • Blank checks
This Agreement on the Removal of the Lock-up from certain Class B shares (the "Agreement") is made and entered into as of 29 April 2024
