REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 8th, 2021 • Pegasus Digital Mobility Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (the “Company”), Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), the qualified institutional buyers or institutional accredited investors listed under “Anchor Investors” on the signature pages hereto (the “Anchor Investors”) and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, the Anchor Investors and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
20,000,000 Units Pegasus Digital Mobility Acquisition Corp. Greenwich, Connecticut 06830 ($10.00 per Unit) UNDERWRITING AGREEMENTUnderwriting Agreement • October 26th, 2021 • Pegasus Digital Mobility Acquisition Corp. • Blank checks • New York
Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to sell 20,000,000 units (the “Firm Units”), each unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), of the Company and one-half of one redeemable warrant (the “Public Warrants”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase from the Company up to 3,000,000 units on the terms set forth in Section 2 of this Agreement (the “Additional Units”). The Firm Units and the Additional Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Company by the Underwriters.
WARRANT AGREEMENT between PEGASUS DIGITAL MOBILITY ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • October 8th, 2021 • Pegasus Digital Mobility Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2021, is by and between Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • October 8th, 2021 • Pegasus Digital Mobility Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021 by and between Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [Name of D&O] (“Indemnitee”).
Pegasus Digital Mobility Acquisition Corp.Pegasus Digital Mobility Acquisition Corp. • October 8th, 2021 • Blank checks • New York
Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (“Subscriber” or “you”), to purchase 5,750,000 Class B ordinary shares of the Company, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share and one, or a portion of one, warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • October 8th, 2021 • Pegasus Digital Mobility Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_______], 2021 by and between Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENT between PEGASUS DIGITAL MOBILITY ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • October 26th, 2021 • Pegasus Digital Mobility Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 21, 2021, is by and between Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • October 26th, 2021 • Pegasus Digital Mobility Acquisition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of October 21, 2021 (this “Agreement”), is entered into by and between Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
Pegasus Digital Mobility Acquisition Corp. 260 Mason Street Greenwich, CT 06830 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • October 8th, 2021 • Pegasus Digital Mobility Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Barclays Capital Inc., as the representative (the “Representative”) of the several underwriters (the “Underwriters”) named therein, relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased by the Underwriters to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pur
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
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 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").
PEGASUS DIGITAL MOBILITY ACQUISITION CORP., GEBR. SCHMID GMBH, PEGASUS TOPCO B.V., AND PEGASUS MERGERSUB CORP. FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • September 26th, 2023 • Pegasus Digital Mobility Acquisition Corp. • Blank checks
THIS FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this "Amendment"), dated as of September 26, 2023 (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).
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:
Pegasus Digital Mobility Acquisition Corp. 260 Mason Street Greenwich, CT 06830Pegasus Digital Mobility Acquisition Corp. • October 26th, 2021 • Blank checks • New York
This letter agreement by and between Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Strategic Capital Management Holdings, LLC, a Delaware limited liability company (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date that securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-259860) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 26th, 2021 • Pegasus Digital Mobility Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 21, 2021, is made and entered into by and among Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (the “Company”), Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), the qualified institutional buyers or institutional accredited investors listed under “Anchor Investors” on the signature pages hereto (the “Anchor Investors”) and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, the Anchor Investors and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
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
NON-REDEMPTION AND INVESTMENT AGREEMENTNon-Redemption and Investment Agreement • April 11th, 2024 • Pegasus Digital Mobility Acquisition Corp. • Blank checks • New York
This Non-Redemption and Investment Agreement (this “Agreement”) is entered as of April 11, 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”).
Dated 2023 PLAN OF MERGERPlan of Merger • May 31st, 2023 • Pegasus Digital Mobility Acquisition Corp. • Blank checks
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).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 26th, 2021 • Pegasus Digital Mobility Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 21, 2021 by and between Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
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.Pegasus Digital Mobility Acquisition Corp. • January 29th, 2024 • 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).
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 Agreement • May 31st, 2023 • Pegasus Digital Mobility Acquisition Corp. • Blank checks
INVESTMENT AGREEMENTInvestment Agreement • October 8th, 2021 • Pegasus Digital Mobility Acquisition Corp. • Blank checks • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and among (i) Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (the “SPAC”), (ii) Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and (iii) the investor listed on the signature page hereto (“Investor”). This Agreement may be executed by an investment manager on behalf of managed funds and/or accounts and, for the elimination of doubt, such fund or account shall, severally and not jointly, be the Investor hereunder.
Pegasus Digital Mobility Acquisition Corp. 260 Mason Street Greenwich, CT 06830 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • October 26th, 2021 • Pegasus Digital Mobility Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Barclays Capital Inc., as the representative (the “Representative”) of the several underwriters (the “Underwriters”) named therein, relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased by the Underwriters to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pur
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
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).
PEGASUS DIGITAL MOBILITY ACQUISITION CORP. PEGASUS DIGITAL MOBILITY SPONSOR LLC GEBR. SCHMID GMBH PEGASUS TOPCO B.V. AND CERTAIN MEMBERS OF THE BOARD OF DIRECTORS AND/OR MANAGEMENT TEAM OF PEGASUS DIGITAL MOBILITY ACQUISITION CORP. AGREEMENT ON USE OF...Non-Redemption and Investment Agreement • February 27th, 2024 • Pegasus Digital Mobility Acquisition Corp. • Blank checks • New York
This Agreement on the Use of Pegasus Class B Shares and Stock Exchange Listing (the "Agreement") is made and entered into as of 27 February 2024
