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 8th, 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”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • October 8th, 2021 • Pegasus Digital Mobility Acquisition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [●], 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
Pegasus Digital Mobility Acquisition Corp. 260 Mason Street Greenwich, CT 06830Pegasus Digital Mobility Acquisition Corp. • October 8th, 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”):
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.
