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. 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:
