REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2024 • SCHMID Group N.V. • Misc industrial & commercial machinery & equipment • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of April 30, 2024, is made and entered into by and among SCHMID Group N.V., a Dutch public 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”).
NON-REDEMPTION AND INVESTMENT AGREEMENTNon-Redemption and Investment Agreement • May 15th, 2024 • SCHMID Group N.V. • Misc industrial & commercial machinery & equipment
This Non-Redemption and Investment Agreement (this “Agreement”) is entered as of April 26, 2024 by and among Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (“Pegasus”), Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) and Pegasus TopCo B.V. (“TopCo”).
WARRANTY AGREEMENTWarranty Agreement • May 15th, 2024 • SCHMID Group N.V. • Misc industrial & commercial machinery & equipment
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).
FORM OF WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Assignment, Assumption and Amendment Agreement • May 15th, 2024 • SCHMID Group N.V. • Misc industrial & commercial machinery & equipment • New York
THIS WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) dated as of April 30, 2024, 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 SCHMID Group N.V. promptly following the Transactions as defined below (the “TopCo”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Warrant Agent”).
