Form 425 - Prospectuses and communications, business combinations

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

January 29, 2024

Date of Report (date of earliest event reported)

Pegasus Digital Mobility Acquisition Corp.

(Exact name of Registrant as specified in its charter)

Cayman Islands		001-40945		98-1596591
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

71 Fort Street

George Town

Grand Cayman

Cayman Islands

KY1-1106

(Address of principal executive offices)

(Zip Code)

+1345 769-4900

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share and one-half of one redeemable Warrant	PGSS.U	New York Stock Exchange
Class A Ordinary Shares, par value $0.0001 per share	PGSS	New York Stock Exchange
Redeemable Warrants, each exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share	PGSS.WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01

Entry Into A Material Definitive Agreement.

Second Amendment to the Business Combination Agreement

As previously disclosed, on May 31, 2023, Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company ("Pegasus"), entered into a Business Combination Agreement (as it may be amended, supplemented, or otherwise modified from time to time, the "Business Combination Agreement"), by and among Pegasus, Gebr. Schmid GmbH, a German limited liability company ("Schmid"), Pegasus Topco B.V., a Dutch private limited liability company and wholly-owned subsidiary of Pegasus ("TopCo") and Pegasus MergerSub Corp., a Cayman Islands exempted company and wholly-owned subsidiary of TopCo ("Merger Sub"). Capitalized terms used but not defined herein have the meaning given to them in the Business Combination Agreement.

On September 25, 2023, Pegasus, Schmid, TopCo and Merger Sub entered into an amendment to the Business Combination Agreement (the "First Amendment to the Business Combination Agreement"), pursuant to which, among other things, the parties thereto have agreed to update certain aspects of the transaction structuring as outlined in further detail therein.

On January 29, 2024, Pegasus, Schmid, TopCo and Merger Sub entered into a second amendment to the Business Combination Agreement (the "Second Amendment to the Business Combination Agreement"), pursuant to which, among other things, the parties have agreed to (i) extend the timeline until April 30, 2024 when the business combination has to be completed, and (ii) reduced the number of shares that the shareholders of Schmid (Anette Schmid and Christian Schmid) will receive in the business combination to 28,725,000 TopCo shares.

A copy of the Second Amendment to the Business Combination Agreement is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated by reference, and the foregoing description is qualified in its entirety by reference to the full text of the Second Amendment to the Business Combination Agreement.

First Amendment to the Schmid Shareholders' Undertaking

Concurrently with the execution of the Second Amendment to the Business Combination Agreement, each of the Schmid Shareholders and Pegasus entered into a modified Shareholders' Undertaking Agreement on January 29, 2024 to reflect the changes agreed in the Business Combination Agreement (the "First Amendment to the Schmid Shareholders' Undertaking")

A copy of the First Amendment to the Schmid Shareholders' Undertakings is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated by reference, and the foregoing description is qualified in its entirety by reference to the full text of the Schmid Shareholders' Undertakings.

Private Warrants Transfer Agreement

Concurrently with the execution of the Second Amendment to the Business Combination Agreement, Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (the "Sponsor") entered into an agreement with Anette Schmid and Christian Schmid pursuant to which the Sponsor committed to transfer 2,000,000 private warrants of Pegasus to Anette Schmid (1,000,000 private warrants) and Christian Schmid (1,000,000 private warrants) subject to the closing of the Business Combination (the "Private Warrants Transfer Agreement").

A copy of the form of the Private Warrants Transfer Agreement is filed with this Current Report on Form 8-K as Exhibit 10.2 and is incorporated herein by reference, and the foregoing description is qualified in its entirety by reference to the full text of the Private Warrants Transfer Agreement.

Private Warrants Undertaking Agreement

Concurrently with the execution of the Second Amendment of the Business Combination Agreement, the Sponsor, Pegasus, Schmid and certain individuals party thereto (comprising the officers and directors of Pegasus) (each, an "Insider") have entered into a Private Warrants Undertaking Agreement, pursuant to which, among other things, the Sponsor and the Insiders agreed to (i) only exercise their private warrants on a "cashless basis" in accordance with the terms of the private warrants, (ii) in case the reference price of the TopCo shares subsequently to the business combination closing reach USD 18.00 to, on a "cashless basis" exercise their warrants in accordance with terms of the private warrants unless such warrants have been previously redeemed or exercised (the "Private Warrants Undertaking Agreement").

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A copy of the form of the Private Warrants Undertaking Agreement is filed with this Current Report on Form 8-K as Exhibit 10.3 and is incorporated herein by reference, and the foregoing description is qualified in its entirety by reference to the full text of the Private Warrants Undertaking Agreement.

Earn-out Agreement

Concurrently with the execution of the Second Amendment to the Business Combination Agreement, Pegasus, TopCo and Anette Schmid and Christian Schmid entered into an earn-out agreement pursuant to which (i) 2,500,000 TopCo shares will be issued to Anette Schmid and Christian Schmid (in equal parts) if the share price of TopCo following the completion of the business combination reaches USD 15.00 and (ii) 2,500,000 TopCo shares will be issued to Anette Schmid and Christian Schmid (in equal parts) if the share price of TopCo following the completion of the business combination reaches USD 18.00 (the "Earn-out Agreement"). The Earn-out Agreement expires after three (3) years from the date of the completion of the business combination.

A copy of the form of the Earn-out Agreement is filed with this Current Report on Form 8-K as Exhibit 10.4 and is incorporated herein by reference, and the foregoing description is qualified in its entirety by reference to the full text of the Earn-out Agreement.

XJ Subscription Agreement

Pegasus, Schmid and TopCo entered into a subscription agreement with XJ Harbour HK Limited ("XJ") (the "XJ Subscription Agreement") according to which XJ agreed to in stages transfer its 24.1% equity interest in Schmid Technology (Guangdong) Co., Ltd., a subsidiary of Schmid, to TopCo for consideration amounting to (i) 1,406,361 TopCo shares to be allotted to XJ at the time of the completion of the business combination, (ii) a EUR 10 million payment to XJ from TopCo at the completion of the business combination, (iii) a EUR 5 million payment to XJ from TopCo within 270 days from the day of the completion of the business combination and (iv) a EUR 15 million payment (plus an interest in respect thereof at an annual rate of 6% from the completion of the business combination to the date of payment) to XJ from TopCo within 455 days from the day of the completion of the business combination.

A copy of the form of a XJ Subscription Agreement is filed with this Current Report on Form 8-K as Exhibit 10.5 and is incorporated herein by reference, and the foregoing description is qualified in its entirety by reference to the full text of the XJ Subscription Agreement.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. Any Subscribed Shares to be offered and sold in connection with investment in TopCo shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the exemption provided in Section 4(a)(2) thereof.

Item 7.01 Regulation FD Disclosure.

On January 29, 2024, Pegasus and Schmid issued a press release announcing their entry into the Second Amendment of the Business Combination Agreement and the related agreements set out in his Current Report on Form 8-K. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.

Item 8.01

Other Events.

The Company further announced the publication of a presentation prepared by Schmid in connection with the possible business combination.

A copy of the investor presentation is attached to this Current Report on Form 8-K as Exhibit 99.2 and are incorporated herein by reference.

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Additional Information

In connection with the proposed Business Combination, (i) Pegasus TopCo B.V. is expected to file with the SEC an amended registration statement on Form F-4/A containing a preliminary proxy statement of Pegasus and a preliminary prospectus (the "Registration/Proxy Statement"), and (ii) Pegasus will file a definitive proxy statement relating to the proposed Business Combination (the "Definitive Proxy Statement") and will mail the Definitive Proxy Statement and other relevant materials to its shareholders after the Registration/Proxy Statement is declared effective. The Registration/Proxy Statement will contain important information about the proposed Business Combination and the other matters to be voted upon at a meeting of Pegasus shareholders to be held to approve the proposed Business Combination. This press release does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination.

Before making any voting or other investment decisions, securityholders of Pegasus and other interested persons are advised to read, when available, the Registration/Proxy Statement and the amendments thereto and the Definitive Proxy Statement and other documents filed in connection with the proposed Business Combination, as these materials will contain important information about Pegasus, Schmid and the Business Combination. When available, the Definitive Proxy Statement and other relevant materials for the proposed Business Combination will be mailed to shareholders of Pegasus as of a record date to be established for voting on the proposed Business Combination. Shareholders will also be able to obtain copies of the Registration/Proxy Statement, the Definitive Proxy Statement and other documents filed with the SEC, without charge, once available, at the SEC's website at www.sec.gov, or by directing a request to: Robert Bruce at rbruce@scfundmanagement.com.

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Participants in the Solicitation

Pegasus, Schmid, Strategic Capital and their respective directors, executive officers and other members of their management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from Pegasus's shareholders in connection with the proposed Business Combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Pegasus's shareholders in connection with the proposed Business Combination will be set forth in Registration Statement/Proxy Statement and Definitive Proxy Statement when such are filed with the SEC. Shareholders, potential investors and other interested person should read the Registration Statement/Proxy Statement and Definitive Proxy Statement carefully when such becomes available before making any voting or investment decisions.

Forward-Looking Statements

This communication includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Pegasus's and Schmid's actual results may differ from their expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Pegasus's and Schmid's expectations with respect to future performance and anticipated financial impacts of the proposed business combination, the satisfaction or waiver of the closing conditions to the proposed business combination, and the timing of the completion of the proposed business combination.

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These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially, and potentially adversely, from those expressed or implied in the forward-looking statements. Most of these factors are outside Pegasus's and Schmid's control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (i) the occurrence of any event, change, or other circumstances that could give rise to the termination of the Business Combination Agreement; (ii) the outcome of any legal proceedings that may be instituted against Pegasus, TopCo and/or Schmid following the announcement of the Business Combination Agreement and the Transactions; (iii) the inability to complete the proposed business combination, including due to failure to obtain approval of the stockholders of Pegasus, certain regulatory approvals, or the satisfaction of other conditions to closing in the Agreement; (iv) the occurrence of any event, change, or other circumstance that could give rise to the termination of the Agreement or could otherwise cause the transaction to fail to close; (v) the inability to obtain or maintain the listing of the post-acquisition company's securities on the NYSE following the proposed business combination; (vi) the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the proposed business combination; (vii) failure to realize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of Schmid to grow and manage growth profitably, and retain its key employees; (viii) costs related to the proposed business combination; (ix) changes in applicable laws or regulations; and (x) the possibility that Schmid, Pegasus or TopCo may be adversely affected by other economic, business, and/or competitive factors. The foregoing list of factors is not exclusive. Additional information concerning certain of these and other risk factors is contained in Pegasus's most recent filings with the SEC and will be contained in the Form F-4/A, including the Registration/Proxy Statement expected to be filed in connection with the proposed business combination. All subsequent written and oral forward-looking statements concerning Pegasus, Schmid, TopCo, the transactions described herein or other matters, and attributable to Pegasus, Schmid, TopCo or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Each of Pegasus, Schmid and TopCo expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in their expectations with respect to events, conditions, or circumstances on which any statement is based, except as required by law.

No Offer or Solicitation

This communication is for informational purposes only and is neither an offer to purchase, sell or exchange nor a solicitation of an offer to sell, subscribe for or buy or exchange any securities or the solicitation of any vote in any jurisdiction pursuant to the Transactions or otherwise, nor will there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Item 9.01

Financial Statements and Exhibits

Exhibit Number

2.1	Second Amendment to the Business Combination Agreement dated as of January 29, 2024
10.1	First Amendment to the Shareholders' Undertaking dated as of January 29, 2024
10.2	Private Warrants Transfer Agreement dated as of January 29, 2024
10.3	Private Warrants Undertaking Agreement dated as of January 29, 2024
10.4	Earn-out Agreement dated as of January 29, 2024
10.5	XJ Subscription Agreement dated as of January 29, 2024
99.1	Press Release dated as of January 29, 2024
99.2	Investor Presentation dated as of January 29, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 29, 2024	Pegasus Digital Mobility Acquisition Corp.

	By:	/s/ F. Jeremey Mistry
	Name:	F. Jeremey Mistry
	Title:	Chief Financial Officer and Secretary

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Exhibit 2.1

Clifford Chance

PARTNERSCHAFT MIT

BESCHRÄNKTER BERUFSHAFTUNG

Pegasus Digital Mobility Acquisition Corp.,

GEBR. SCHMID GMBH,

PEGASUS TOPCO B.V.,

AND

PEGASUS MERGERSUB CORP.

SECOND AMENDMENT TO BUSINESS
COMBINATION AGREEMENT

SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT

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).

RECITALS

WHEREAS, the Parties previously entered into the Business Combination Agreement, dated as of May 31, 2023 as amended by the first amendment to the Business Combination Agreement dated September 26, 2023 (together, the "Business Combination Agreement").

WHEREAS, the Parties desire to amend certain provisions and references within the Business Combination Agreement (pursuant to and in accordance with Clause 12.10 of the Business Combination Agreement), on the terms and subject to the conditions set forth in this Amendment.

WHEREAS, the Parties desire to agree to extend the relevant termination long-stop date provisions from December 31, 2023 to April 30, 2024, subject to an approval of the Registration Statement/Proxy Statement on Form F-4 by the Securities and Exchange Commission ("SEC") by March 31, 2024.

NOW, THEREFORE, in consideration of the mutual covenants, agreements and understandings herein contained, the receipt and sufficiency of which are acknowledged, on the terms and subject to the conditions set forth in this Amendment, the Parties, intending to be legally bound, agree as follows:

1.	Amendments to the Business Combination Agreement. Effective as of the Effective Date:

(a)

The definition of "Equity Value of the Company" in Clause 1.1 is hereby amended and restated in its entirety as follows (specific amended language is included in underlined and bolded text below solely for presentation purposes):

""Equity Value of the Company" means the price per share of Pegasus Class A Shares five trading days prior to the Closing multiplied by 28,725,000 (the number of TopCo Ordinary Shares to be received by the Company Shareholders at Closing)."

(b)

The definition of "Exchange Consideration" in Clause 1.1 is hereby amended and restated in its entirety as follows (specific amended language is included in underlined and bolded text below solely for presentation purposes):

""Exchange Consideration" means 28,725,000 TopCo Ordinary Shares."

(c)

The definition of "Exchange Ratio" in Clause 1.1 is hereby amended and restated in its entirety as follows (specific amended language is included in underlined and bolded text below solely for presentation purposes):

""Exchange Ratio" means (a) the Equity Value Per Share, divided by (b) the price per share of Pegasus Class A Shares five trading days prior to the Closing."

(d)

Clause 10.1 (e) is hereby amended and restated in its entirety as follows (specific amended language is included in underlined and bolded text below solely for presentation purposes):

"(i) the aggregate amount of cash held in the Trust Account (after giving effect to redemptions after the final redemption option before Closing Date) and received from PIPE investors or other investors in connection with the consummation of the Business Combination for investments in TopCo shares, shall be no less than an amount equal to $ 35,000,000 (i.e. cash received from entering into convertible loans or other loans or debt instruments shall not count towards the aggregate amount of cash) and additionally (ii) an aggregate amount of cash equal to at least $ 10,000,000 is raised in connection with the consummation of the Business Combination through investments in TopCo shares (from the Trust Account or otherwise) and/or debt instruments with standard market terms and a maturity of at least three years, which shall include, inter alia, a potential (partial) deferral by three years of cost reimbursement payments owed by TopCo or Pegasus and otherwise due at Closing (for the avoidance of doubt, both the waiver from Pegasus and the Company are required to waive these conditions (i) and (ii));"

(e)

The first paragraph of Clause 11.1 is hereby amended and restated in its entirety as follows (specific amended language is included in underlined and bolded text below solely for presentation purposes):

"This Agreement will be terminated and the transactions contemplated by this Agreement will be abandoned without further notice, if the Registration Statement/Proxy Statement on Form F-4 has not been approved by the SEC by midnight (Eastern Standard Time) on March 31, 2024 or the Closing has not occurred by midnight (Eastern Standard Time) on April 30, 2024 (the "Termination Date"). Prior to the Termination Date and the Closing, this Agreement may be terminated in accordance with the other conditions in this Agreement and the transactions contemplated by this Agreement may be abandoned as follows:"

(f)

Clause 11.1 (d) is hereby deleted in its entirety and replaced with [Reserved.].

(g)

Clause 11.3 is hereby amended and restated in its entirety as follows (specific amended language is included in underlined and bolded text below solely for presentation purposes):

"In the event of a termination of this Agreement prior to the Termination Date by the Company not in accordance with the rights for termination by the Company as set out in Clause 11.1, the Company shall be required to reimburse Pegasus (i) an amount of USD 7,000,000 plus any funds paid into the Pegasus Trust Account on or about April 26, 2023 to effect the second three-month extension if the termination by the Company is notified to Pegasus on or after April 23, 2023, and (ii) in addition to the sum payable according to (i) an additional amount of EUR 600,000 per each full month lapsed after July 23, 2023, i.e. a total amount of up to USD 10,000,000 (plus any funds paid into the Pegasus Trust Account on or about April 26, 2023), if the termination by the Company is notified to Pegasus on or after July 23, 2023 until April 30, 2024. Such reimbursement shall allow Pegasus to repay its incurred indebtedness including any promissory notes outstanding with the Sponsor at the time of the termination. In such case, this entire Agreement shall forthwith become void (and there shall be no Liability or obligation on the part of the Parties and their respective Representatives) with the exception of (a) Clause 7.2 (Trust Account Waiver), Clause 9.6 (Confidentiality; Access to Information; Publicity), this Clause 11.3 (Termination Fee in case of a Termination by the Company outside of the termination provisions set out in Clause 11.1), Clause 12 (Miscellaneous) and Clause 1.1 (Definitions) (to the extent related to the foregoing), each of which shall survive such termination and remain valid and binding obligations of the Parties and (b) the Confidentiality Agreement, which shall survive such termination and remain valid and binding obligations of the parties thereto in accordance with its terms. Notwithstanding the foregoing or anything to the contrary herein, the termination of this Agreement pursuant to this Clause 11.3 shall not affect any Liability on the part of any Party for a willful and material breach of any covenant or agreement set forth in this Agreement prior to such termination or actual fraud with respect to the representations and warranties in Clause 4, Clause 5 and Clause 6."

Termination of this Amendment. Pegasus, in its sole discretion, may terminate this Amendment by written notice to the Company, with the effect that together with this Amendment also the Agreement will terminate with immediate effect without any penalty, cost or Liability in case (i) the amended fairness opinion to be provided to Pegasus does not, in the view of the Pegasus Board (in its sole discretion), support the decision by the Pegasus Board to enter into the modified terms set out in this Amendment, in particular the revised Equity Value of the Company and number of TopCo Ordinary Shares to be issued to the Company Shareholders, and/or (ii) in case the ongoing financial due diligence by Pegasus and Pegasus' advisors, in the view of Pegasus Board (in its sole discretion), does not support the financial projections for the fiscal years 2023 and 2024 of the Company provided by the Company to Pegasus.

Miscellaneous. The terms, conditions and provisions of the Business Combination Agreement, as amended by this Amendment, remain in full force and effect. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Party under the Business Combination Agreement, nor constitute a waiver or amendment of any provision of the Business Combination Agreement.

The Parties further agree that should the risk of a material adverse tax consequence develop or become known as a result of the currently envisioned transaction structure to one or more of the Parties, they will in good faith negotiate any further amendments to the Business Combination Agreement that may be needed in order to mitigate such consequence.

This Amendment shall be governed by, and otherwise construed in accordance with, the terms of the Business Combination Agreement, as though the other provisions of this Amendment were set forth in the Business Combination Agreement. For the avoidance of doubt, any proceeding or Actions arising out of or relating to this Amendment shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court therefrom) and each of the parties irrevocably (a) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (b) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (c) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court and (d) agrees not to bring any proceeding or Action arising out of or relating to this Amendment or the transactions contemplated hereby in any other court.

This Amendment may be executed in counterparts (including by means of facsimile or scanned and emailed signature pages), any one of which need not contain the signatures of more than one Party, but all such counterparts taken together shall constitute one and the same agreement.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have hereunto caused this Amendment to be duly executed as of the date hereof.

PEGASUS DIGITAL MOBILITY ACQUISITION CORP.

By:	/s/ F. Jeremey Mistry

Name:

Title:

[Signature Page of the Business Combination Agreement – Second Amendment]

GEBR. SCHMID GMBH

By:	/s/ Christian Schmid

Name:

Title:

By:	/s/ Anette Schmid

Name:

Title:

[Signature Page of the Business Combination Agreement – Second Amendment]

PEGASUS MERGERSUB CORP.

By:	/s/ Stefan Berger

Name:

Title:

PEGASUS TOPCO B.V.

By:	/s/ Stefan Berger

Name:

Title:

[Signature Page of the Business Combination Agreement – Second Amendment]

Exhibit 10.1

Clifford Chance

PARTNERSCHAFT MIT

BESCHRÄNKTER BERUFSHAFTUNG

ANETTE SCHMID,

CHRISTIAN SCHMID

AND

PEGASUS DIGITAL MOBILITY ACQUISITION CORP.

FIRST AMENDMENT TO SHAREHOLDERS'

UNDERTAKING

FIRST AMENDMENT TO SHAREHOLDERS' UNDERTAKING

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).

RECITALS

WHEREAS, Pegasus, Gebr. Schmid GmbH and other parties previously entered into a business combination agreement dated as of May 31, 2023, as amended from time to time (together, the "Business Combination Agreement").

WHEREAS, Pegasus, Anette Schmid and Christian Schmid previously entered into a shareholders' undertaking agreement dated as of May 31, 2023 in connection with the Business Combination Agreement (the "Shareholders' Undertaking Agreement").

WHEREAS, the Parties desire to amend certain provisions and references within the Shareholders' Undertaking Agreement on the terms and subject to the conditions set forth in this Amendment.

1.	Amendments to the Equity Value. Effective as of the date hereof:

(a)

Recital (F) in the Preamble of the Shareholders Undertaking Agreement is hereby amended and restated in its entirety as follows (specific amended language is included in underlined and bolded text below solely for presentation purposes):

"Pegasus MergerSub Corp., a newly formed and wholly owned subsidiary of TopCo, incorporated as a Cayman Islands exempted company ("Merger Sub"), will merge with and into Pegasus with Pegasus surviving the merger and the shareholders of Pegasus receiving the merger consideration set out in the Business Combination Agreement, resulting in eligible shareholders of Pegasus being issued TopCo Shares.

On or about the closing date of the Business Combination (the "Closing Date"), the TopCo Shares will be listed on the NYSE. The (pre-closing) equity valuation of the Company, on the basis of which the Transaction is to be consummated, is a USD-equivalent of 28,725,000 shares times the price per share of Pegasus’ Class A ordinary shares five trading days before the completion of the Business Combination (the "Equity Value") (as also set forth in the exchange table exhibited as Exhibit 2 to this Agreement (the "Exchange Table" and in the BCA)."

(b)

Section 4.1 is hereby amended and restated in its entirety as follows (specific amended language is included in underlined and bolded text below solely for presentation purposes):

"This Agreement shall have effect as from the date of the amendment to this Agreement to (i) the expiry of April 30, 2024 (unless all Parties agree to extend this deadline), (ii) the termination of the BCA in accordance with its terms, or (iii) the consummation of all transactions contemplated under the BCA, whichever occurs earlier; a regular termination (ordentliche Kündigung) of this Agreement and any other right to leave the Agreement for any other reason shall be excluded to the extent legally possible."

(c)

A new Section 6 is inserted which shall read as follows (specific amended language is included in underlined and bolded text below solely for presentation purposes):

"6. Potential transfer of Company Shares by Christian Schmid to a third party

Christian Schmid is permitted to transfer up to 1.5% of the Company Shares (the "Transfer Shares") to a third party (the "Permitted Transferee") provided that the Permitted Transferee will assume all obligations currently applying to Christian Schmid with respect to the Transfer Shares under the relevant Transaction documents, including, in particular, this Agreement and the lock-up letter of Christian Schmid and Anette Schmid dated May 31, 2023, and will accede to the relevant agreements and other documents if requested by Pegasus."

(d)

Section 6 and Sections 6.1 to 6.8 are renumbered as Section 7 and Sections 7.1 to 7.8.

(e)

Exhibit 2 is hereby amended and restated in its entirety as follows (specific amended language is included in underlined and bolded text below solely for presentation purposes):

"Equity Value at Closing (illustrative at a USD 11.12 TopCo Share price times 28,725,000 TopCo Shares): USD 319.4 million.

Consideration to the Shareholders: 28,725,000 TopCo Shares, thereof (i) Anette Schmid: 24% of the Company Shares transferable into 6,894,000 TopCo Shares, (ii) Christian Schmid 24% of the Company Shares transferable into 6,894,000 TopCo Shares and (iii) Community of Heirs (Erbengemeinschaft): 52% of the Company Shares transferable into 14,937,000 TopCo Shares."

Miscellaneous. The terms, conditions and provisions of the Shareholders'
Undertaking Agreement, as amended by this Amendment, remain in full force and effect. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Party under the Shareholders' Undertaking Agreement, nor constitute a waiver or amendment of any provision of the Shareholders' Undertaking Agreement.

Undertaking Agreement that may be needed in order to mitigate such consequence.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have hereunto caused this Amendment to be duly executed as of the date hereof.

PEGASUS DIGITAL MOBILITY ACQUISITION CORP.

By:	/s/ F. Jeremey Mistry

Name:

Title:

[Signature Page of the Shareholders' Undertaking Agreement – First Amendment]

ANETTE SCHMID

By:	/s/ Anette Schmid

Name:

Title:

CHRISTIAN SCHMID

By:	/s/ Christian Schmid

Name:

Title:

[Signature Page of the Shareholders' Undertaking Agreement – First Amendment]

Exhibit 10.2

PEGASUS DIGITAL MOBILITY ACQUISITION CORP.

Warrant transfer AGREEMENT

Preamble

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").

WHEREAS, Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company ("Pegasus"), is a special purpose acquisition company that completed its initial public offering in October 2021, and, based on its third amended and restated memorandum and articles of association, can complete an initial business combination until April 30, 2024;

WHEREAS, as of the date of this Agreement, Pegasus has announced that it today has entered into a second amendment to the Business Combination Agreement dated as of May 31, 2023, previously amended by the First Amendment to the Business Combination Agreement dated as of September 26, 2023 (all three together the "Business Combination Agreement");

WHEREAS, there are 9,750,000 private warrants outstanding which were issued by Pegasus in connection with its initial public offering in 2021, such warrants being governed by the warrant agreement between Pegasus and Continental Stock Transfer & Trust Company (the "Warrant Agent") dated October 21, 2021 (the "Warrant Agreement");

WHEREAS, Sponsor owns 7,000,000 private placement warrants (the "Warrants"), which under specified conditions grants the right to acquire one share of Class A ordinary shares of Pegasus (the "Class A Shares"); and

WHEREAS, the Sponsor has determined to transfer 2,000,000 Warrants (the "Transfer Warrants") to the Transferees, in the amount of 1,000,000 Transfer Warrants to Christian Schmid and 1,000,000 Transfer Warrants to Anette Schmid as part of the consideration in relation to the business combination between Pegasus and Gebr. Schmid GmbH contemplated by the Business Combination Agreement, as further described below.

NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, the parties hereby agree as follows:

1. Transfer.

Upon the closing of the business combination, as defined by the Business Combination Agreement, the Transferor shall transfer, deliver, and assign the Transfer Warrants to the Transferees, free and clear of all liens and encumbrances in the amount of 1,000,000 Transfer Warrants to Christian Schmid and 1,000,000 Transfer Warrants to Anette Schmid. The Transfer Warrants are subject to the transfer limitations set out in Section 2, but have no other limitations. The Transferor shall cause the transfer to be recorded in the warrant register of the Warrant Agent in accordance with the Warrant Agreement.

- 1 -

2. Limitation on Transfer.

Each Transferee acknowledges and agrees that the Transfer Warrants are subject to the same limitations on transfer as outlined in the S-1 filed by Pegasus with the US Securities and Exchange Commission on September 28, 2021 and subsequently amended and filed with the US Securities and Exchange Commission on October 8, 2021.

3. Title.

The Transferor represents and warrants to each of the Transferees that the Transferor has good and marketable title to the Transfer Warrants free and clear of all liens and encumbrances and that, upon updating the records of ownership, Transferees will have good and marketable title to such Transfer Warrants.

4. Representations and Warranties.

Each party hereby represents and warrants to each other party hereto as of the date of this Agreement and as of the date of the transfer of the Transfer Warrants, that:

(a) such party has the power and authority to execute and deliver this Agreement and to carry out its obligations hereunder;

(b) the execution, delivery and performance by the party of this Agreement and the consummation of the transfer have been duly authorized by all necessary action on the part of the relevant party (so far as necessary), and no further approval or authorization is required on the part of such party; and

(c) this Agreement will be valid and binding on each party and enforceable against such party in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer or conveyance, moratorium or similar laws affecting the enforcement of creditors rights generally and general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity.

- 2 -

5. Acknowledgements.

Each party acknowledges and agrees that the transfer has not been registered under the Securities Act or under any state securities laws and represents that such party:

(a) is receiving the Transfer Warrants, pursuant to an exemption from registration under the Securities Act with no present intention to distribute them to any person in violation of the Securities Act or any applicable U.S. state securities laws;

(b) will not sell or otherwise dispose of any of the Transfer Warrants, except in compliance with the registration requirements or exemption provisions of the Securities Act and any applicable U.S. state securities laws and in accordance with any transfer limitations;

(c) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of the Transfer Warrants and of making an informed investment decision, and has conducted a review of the business and affairs of Pegasus that it considers sufficient and reasonable for purposes of making the transfer.

Further, each party acknowledges it is responsible for seeking any additional professional advice specific to such individual or entity's circumstances that may be desired with respect to tax or other consequences or obligations that could arise in connection with the transfer of the Transfer Warrants as outlined in this Agreement

6. Severability.

In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such provision(s) had never been contained herein, provided that such provision(s) shall be curtailed, limited or eliminated only to the extent necessary to remove the invalidity, illegality or unenforceability in the jurisdiction where such provisions have been held to be invalid, illegal, or unenforceable. Upon such determination that any term or provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement and give effect to the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

7. Titles and Headings.

The titles and section headings in this Agreement are included strictly for convenience purposes.

8. No Waiver.

It is understood and agreed that no failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

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9. Governing Law; Submission to Jurisdiction.

This Agreement and any matters related thereto shall be governed by and interpreted in accordance with the laws of the State of New York, without regard to its conflicts of laws rules that would result in the application of any law other than the laws of the State of New York. Each party (a) irrevocably submits to the exclusive jurisdiction of the U.S. District Court for the Southern District of New York, or, if that court does not have subject matter jurisdiction, in any state court located in The City and County of New York (the "Courts"), for purposes of any action, suit or other proceeding arising out of this Agreement; and (b) agrees not to raise any objection at any time to the laying or maintaining of the venue of any such action, suit or proceeding in any of the Courts, irrevocably waives any claim that such action, suit or other proceeding has been brought in an inconvenient forum and further irrevocably waives the right to object, with respect to such action, suit or other proceeding, that such Courts do not have any jurisdiction over such party. Any party may serve any process required by such Courts by way of notice.

10. WAIVER OF JURY TRIAL.

EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

11. Entire Agreement.

This Agreement contains the entire agreement between the parties and supersedes any previous understandings, commitments or agreements, oral or written, with respect to the subject matter hereof. No modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon either party, unless mutually approved in writing.

12. Counterparts.

This Agreement may be executed in counterparts (delivered by email or other means of electronic transmission), each of which shall be deemed an original and which, when taken together, shall constitute one and the same document.

13 Notices.

All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, or (ii) by email or other electronic means, with affirmative confirmation of receipt, in each case to the applicable party at the following addresses (or at such other address for a party as shall be specified by like notice.

- 4 -

	If to Transferor:		Pegasus Digital Mobility Sponsor LLC
			Attn: Ken Jaffe
			Email: kjaffe@stratcap.com

	If to Transferee:

	Christian Schmid		Email: Schmid.Ch@schmid-group.com
	Anette Schmid		Email: Schmid.An@schmid-group.com

14. Binding Effect; Assignment.

This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of the other parties, and any assignment without such consent shall be null and void; provided that no such assignment shall relieve the assigning party of its obligations hereunder.

15. Third Parties.

Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in or be deemed to have been executed for the benefit of, any person or entity that is not a party hereto or thereto or a successor or permitted assign of such a party.

16. Specific Performance.

Each party acknowledges that the rights of each party to consummate the transactions contemplated hereby are unique, recognizes and affirms that in the event of a breach of this Agreement by any party, money damages may be inadequate and the non-breaching parties may not have an adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by an applicable party in accordance with their specific terms or were otherwise breached. Accordingly, each party shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement and to seek to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such party may be entitled under this Agreement, at law or in equity.

[Signature page follows]

- 5 -

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

By:	/s/ James Condon
	James Condon

By:	/s/ Christian Schmid
	Christian Schmid

By:	/s/ Anette Schmid
	Anette Schmid

- 6 -

Exhibit 10.3

PRIVATE WARRANT UNDERTAKING AGREEMENT

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 have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).

WHEREAS, Pegasus, the Company, TopCo, and Pegasus MergerSub Corp., a Cayman Islands exempted company ("Merger Sub"), entered into that certain Business Combination Agreement, dated as of May 31, 2023 (as amended by the First Amendment to the Business Combination Agreement dated as of September 26, 2023 and the Second Amendment to the Business Combination Agreement dated as of January 29, 2024 and as it may be further amended, restated or otherwise modified from time to time in accordance with its terms, the "Business Combination Agreement") pursuant to which the parties thereto will consummate the Transactions on the terms and subject to the conditions set forth therein;

WHEREAS, the Private Warrant Holders together currently hold 9,750,000 private warrants (the "Private Warrants") issued by Pegasus in connection with its initial public offering in 2021, such warrants are governed by the warrant agreement between Pegasus and Continental Stock Transfer & Trust Company dated October 21, 2021 (the "Warrant Agreement");

WHEREAS, the Sponsor has on the day of this Agreement entered into a Warrant Transfer Agreement with Christian Schmid and Anette Schmid in which the Sponsor has agreed, on the day of the completion of the Business Combination Agreement, to transfer 2,000,000 Private Warrants to Christian Schmid and Anette Schmid; and

WHEREAS, the Parties have agreed that the Private Warrant Holders shall agree to certain undertakings in relation to certain rights they have in relation to their Private Warrants.

NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:

UnterTAKING TO ONLY CASHLESS EXERCISE PRIVATE WARRANTS

Each of the Sponsor and each of the Insider Parties, in its respective capacity as holders of Private Warrants, irrevocably and unconditionally agrees that such Party will only exercise Private Warrants on a "cashless basis" in accordance with Section 2.6 of the Warrant Agreement and agrees to ensure that any Permitted Transferees (as defined in the Warrant Agreement) are likewise bound by this Agreement to only exercise Private Warrants on a "cashless basis". Following the completion of the Business Combination Agreement, TopCo may waive this condition and allow the Sponsor and/or any of the Insider Parties and/or any of the Permitted Transferees to exercise their Private Warrants other than on a "cashless basis" in accordance with the Warrant Agreement.

UNTERTAKING TO CASHLESS EXERCISE PRIVATE WARRANTS AT $18.00

Unless previously exercised or redeemed, each of the Sponsor and each of the Insider Parties in its respective capacity as holders of Private Warrants, irrevocably and unconditionally agrees that such Party will exercise their respective Private Warrants on a "cashless basis" in full once the Reference Value (as defined in the Warrant Agreement) reaches $18.00 per share (subject to adjustments in compliance with Section 4 of the Warrant Agreement) and agrees to ensure that any Permitted Transferees (as defined in the Warrant Agreement) are likewise bound by this Agreement. For the avoidance of doubt, each of the Sponsor, each of the Insider Parties and any of the Permitted Transferees are allowed to exercise Private Warrants in accordance with the Warrant Agreement on a "cashless basis" below $18.00 per share. Following the completion of the Business Combination Agreement, TopCo may waive this undertaking in relation to the Sponsor and/or any of the Insider Parties and/or any of the Permitted Transferees.

Termination

This Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the Parties hereunder shall terminate without any further liability on the part of any Party in respect thereof, upon the earlier to occur of (the "Termination Date") (a) Closing, (b) such date and time as the Business Combination Agreement is validly terminated in accordance with its terms or (c) the mutual written agreement of the Parties hereto; provided that nothing herein will relieve any Party from liability for any breach hereof prior to the Termination Date, and each Party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such breach. Pegasus shall promptly notify the Sponsor and Insider Parties of the termination of the Business Combination Agreement after the termination of such agreement.

No Recourse

Notwithstanding anything to the contrary contained herein or otherwise, but without limiting any provision in the Business Combination Agreement or any other agreement contemplated by the Transactions, this Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, may only be made against the entities and persons that are expressly identified as Parties to this Agreement in their capacities as such and no former, current or future stockholder, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any Party hereto, or any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate of any of the foregoing (each, a "Non-Recourse Party"), shall have any liability for any obligations or liabilities of the Parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. Without limiting the rights of any Party against the other Parties hereto, in no event shall any Party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or in connection therewith seek to recover monetary damages from, any Non-Recourse Party.

Fiduciary Duties

Notwithstanding anything in this Agreement to the contrary, (a) the Sponsor makes no agreement or understanding herein in any capacity other than in the Sponsor's capacity as a record holder and beneficial owner of its Private Warrants, each Insider makes no agreement or understanding herein in any capacity other than in such Insider's capacity as a direct or indirect investor in the Sponsor or record holder and beneficial owner of its Private Warrants, as applicable, and not, in the case of any Insider, in such Insider's capacity as a director, officer or employee of Pegasus, and (b) nothing herein will be construed to limit or affect any action or inaction by any Insider or any representative of the Sponsor serving as a member of the board of directors (or other similar governing body) of Pegasus or as an officer, employee or fiduciary of Pegasus, in each case, acting in such person's capacity as a director, officer, employee or fiduciary of Pegasus.

Representations and Warranties

Each of the parties hereto represents and warrants that (a) it has the power and authority, or capacity, as the case may be, to enter into this Agreement and to carry out its obligations hereunder, (b) the execution and delivery of this Agreement and the performance of its obligations hereunder have been, as applicable, duly and validly authorized by all corporate or limited liability company action on its part and (c) this Agreement has been duly and validly executed and delivered by each of the parties hereto and constitutes, a legal, valid and binding obligation of each such party enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors' rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

No Third Party Beneficiaries

This Agreement shall be for the sole benefit of the Parties and their respective successors and permitted assigns and is not intended, nor shall be construed, to give any Person, other than the Parties and their respective successors and assigns, any legal or equitable right, benefit or remedy of any nature whatsoever by reason this Agreement. Nothing in this Agreement, expressed or implied, is intended to or shall constitute the Parties, partners or participants in a joint venture.

Further Assurances

Each of the Parties hereto is entitled to rely upon this Agreement and is irrevocably authorized to produce this Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Each of the Parties hereto shall pay all of their respective expenses in connection with this Agreement and the transactions contemplated herein. Each of the Parties hereto shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement on the terms and conditions described therein no later than immediately prior to the consummation of the Transactions.

Notices

Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed or sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and received:

(a)

when so delivered personally,

(b)

when sent, with no mail undeliverable or other rejection notice, if sent by email, or

(c)

three business days after the date of mailing to the address below or to such other address or addresses as such person may hereafter designate by notice given hereunder:

If to Sponsor:

Pegasus Digital Mobility Sponsor LLC

Attention: Jim Condon

E-mail: jcondon@stratcap.com

with a required copy (which copy shall not constitute notice) to:

Troutman Pepper

	Attn:	Heath D. Linsky
	Email:	heath.linsky@troutman.com

If to Pegasus:

Pegasus Digital Mobility Acquisition Corp.

Attn:

Jeremey Mistry and Stefan Berger

Email:

jmistry@pegasusdm.com; sberger@pegasusdm.com

with a required copy (which copy shall not constitute notice) to:

Clifford Chance

Junghofstrasse 14,

60311 Frankfurt am Main,

Germany

Attn:

George Hacket and Axel Wittmann

	Email:	george.hacket@cliffordchance.com;
		axel.wittmann@cliffordchance.com

If to the Company:

Gebr. Schmid GmbH

Robert-Bosch-Str. 32-36

72250 Freudenstadt

Germany

Attn:

Christian Schmid, Anette Schmid and Julia Natterer

	Email:	natterer.ju@schmid-group.com;
		Schmid.Ch@schmid-group.com;

Schmid.An@schmid-group.com

with a required copy (which copy shall not constitute notice) to:

Gleiss Lutz

Taunusanlage 11,

60329 Frankfurt am Main,

Germany

Attn:

Stephan Aubel and Alexander Gebhardt

Email:

alexander.gebhardt@gleisslutz.com;

stephan.aubel@gleisslutz.com

10.

No Waiver of Rights, Powers and Remedies

No failure or delay by a Party hereto in exercising any right, power or remedy under this Agreement, and no course of dealing between the Parties hereto, shall operate as a waiver of any such right, power or remedy of such Party. No single or partial exercise of any right, power or remedy under this Agreement by a Party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such Party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a Party hereto shall not constitute a waiver of the right of such Party to pursue other available remedies. No notice to or demand on a Party not expressly required under this Agreement shall entitle the Party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Party giving such notice or demand to any other or further action in any circumstances without such notice or demand.

11.

Incorporation by Reference

Sections 1.2 (Construction); 12.3 (Assignment); 12.6 (Governing Law); 12.7 (Captions; Counterparts); 12.9 (Entire Agreement); 12.10 (Amendments); 12.11 (Severability); 12.12 (Jurisdiction); 12.13 (Waiver of Jury Trial); 12.14 (Enforcement) and 12.16 (Non survival of Representations, Warranties and Covenants) of the Business Combination Agreement are incorporated herein and shall apply to this Agreement mutatis mutandis.

[signature pages follow]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed on its behalf as of the day and year first above written.

PEGASUS DIGITAL MOBILITY ACQUISITION CORP.

By:	/s/ F. Jeremey Mistry
Name:
Title:

PEGASUS DIGITAL MOBILITY SPONSOR LLC

By:	/s/ James Condon
Name:
Title:

GEBR. SCHMID GMBH

By:	/s/ Christian Schmid
Name:
Title:

By:	/s/ Anette Schmid
Name:
Title:

PEGASUS TOPCO B.V.

By:	/s/ Stefan Berger
Name:
Title:

INSIDERS:

By:	/s/ Sir Ralf Speth
	Name: Sir Ralf Speth

By:	/s/ F. Jeremy Mistry
	Name: F. Jeremy Mistry

By:	/s/ Stefan Berger
	Name: Stefan Berger

By:	/s/ James Condon
	Name: James Condon

By:	/s/ Florian Wolf
	Name: Florian Wolf

By:	/s/ Steven J. Norris
	Name: Steven J. Norris

By:	/s/ Jeffrey H. Foster
	Name: Jeffrey H. Foster

By:	/s/ John Doherty
	Name: John Doherty

Exhibit 10.4

Clifford Chance

PARTNERSCHAFT MIT

BESCHRÄNKTER BERUFSHAFTUNG

Pegasus Digital Mobility Acquisition Corp.

AND

PEGASUS TOPCO B.V.,

AND

ANETTE SCHMID

AND

CHRISTIAN SCHMID

EARNOUT AGREEMENT

EARNOUT AGREEMENT

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).

RECITALS

WHEREAS, the Parties previously entered into the Business Combination Agreement, dated as of May 31, 2023 as amended by the first amendment to the Business Combination Agreement dated September 26, 2023 and the second amendment to the Business Combination Agreement dated January 29, 2024 (together, the "Business Combination Agreement").

WHEREAS, in connection with the transactions contemplated by the Business Combination Agreement, the Holders shall be issued up to 5,000,000 new ordinary shares of TopCo (the “Earnout Shares”) subject to the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, agreements and understandings herein contained, the receipt and sufficiency of which are acknowledged, on the terms and subject to the conditions set forth in this Agreement, the Parties, intending to be legally bound, agree as follows:

Issuance of the Earnout Shares.

(a) At the Closing, as part of the Transaction, TopCo shall issue to the Holders the Earnout Shares.

(b) The Earnout Shares shall be issued at par and the aggregate nominal value of the Earnout Shares shall be charged against TopCo’s reserves.

(c) Upon their issuance, the Earnout Shares will be subject to the restrictions set forth in Section 2 until the earlier of (a) their vesting in accordance with Section 2 at which time they will automatically become unrestricted shares, and (b) the completion of the transfer of Unvested Shares (as defined below) in connection with their forfeiture in accordance with Section 2.

Vesting of Earnout Shares.

(a) The Earnout Shares shall vest as follows:

(i)

50% (2,500,000) of the Earnout Shares shall vest upon the occurrence of the Share Price (as defined below) being greater than $15.00 for a period of more than twenty (20) days out of thirty (30) consecutive trading days after the Closing Date (as defined in the Business Combination Agreement) but within three (3) years after the Closing Date, whereas 25% (1,250,000) of the Earnout Shares shall vest to the benefit of Christian Schmid and 25% (1,250,000) of the Earnout Shares shall vest to the benefit of Anette Schmid, (the “First Trigger Event”);

(ii)

an additional 50% of the Earnout Shares shall vest upon the occurrence of the Share Price being greater than $18.00 for a period of more than twenty (20) days out of thirty (30) consecutive trading days after the Closing Date but within three (3) years after the Closing Date, whereas 25% (1,250,000) of the Earnout Shares shall vest to the benefit of Christian Schmid and 25% (1,250,000) of the Earnout Shares shall vest to the benefit of Anette Schmid, (the “Second Trigger Event” and collectively with the First Trigger Event the “Trigger Events”).

(b) In the event that, within three (3) years after the Closing Date, there occurs any transaction resulting in a Change of Control in which the ordinary shares of TopCo are valued at or above the price thresholds specified in clause (a) of this Section 2, the Earnout Shares subject to the applicable price thresholds achieved or exceeded in connection with such Change of Control shall immediately vest and the Holders shall receive the same per share consideration (whether stock, cash or other property) in respect of such Earnout Shares as the other holders of ordinary shares of TopCo participating in such Change of Control.

As used in this Section: (A) “Share Price” shall mean the price per ordinary share of TopCo on the New York Stock Exchange (the “NYSE”) (or any other securities market that the ordinary shares of TopCo are traded or listed on at such time) (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by TopCo and the Holders) as of 4:00 p.m., New York, New York time on the relevant date; and (B) “Change of Control” means any transaction or series of transactions (1) following which a Person or “group” (within the meaning of Section 13(d) of the Exchange Act) of Persons (other than TopCo or any of its Subsidiaries), has direct or indirect beneficial ownership of securities (or rights convertible or exchangeable into securities) representing fifty percent (50%) or more of the voting power of or economic rights or interests in TopCo or any of its Subsidiaries, (2) constituting a merger, consolidation, reorganization or other business combination, however effected, following which either (x) the members of the Board of Directors of TopCo immediately prior to such merger, consolidation, reorganization or other business combination do not constitute at least a majority of the Board of Directors of the company surviving the combination or, if the surviving corporation is a Subsidiary, the ultimate parent thereof or (y) the voting securities of TopCo or any of its Subsidiaries immediately prior to such merger, consolidation, reorganization or other business combination do not continue to represent or are not converted into fifty percent (50%) or more of the combined voting power of the then outstanding voting securities of the Person resulting from such combination or, if the surviving corporation is a Subsidiary, the ultimate parent thereof, or (3) the result of which is a sale of all or substantially all of the assets of TopCo (as appearing in its most recent balance sheet) to any Person.

Restrictions on Earnout Shares.

(a) Any Earnout Shares that have not vested in accordance with this Agreement (“Unvested Shares”) shall be subject to the following restrictions:

(i)

the Holders shall not vote, or cause to be voted, any Unvested Shares at any general meeting of TopCo or any meeting of shareholders of a specific class of TopCo (a “Shareholder Meeting”);

(ii)

the Holders shall not exercise, or cause to be exercised, any meeting rights attached to Unvested Shares and shall not register, or cause to be registered, any Unvested Shares to be represented at any Shareholder Meeting;

(iii)

if any resolution proposed to a Shareholder Meeting is subject to a quorum, or if a qualified majority becomes applicable to any such resolution if a quorum is not represented, then (and only then) shall the Holders be allowed to exercise the meeting rights attached to its Unvested Shares and register its Unvested Shares for such Shareholder Meeting, provided always that the Holders abstain from voting any Unvested Shares;

(iv)

the Holders shall not be entitled to receive any distribution that is declared or made payable on any Unvested Shares, including dividends, distributions from reserves, distributions from capital reductions or liquidation proceeds, whether in cash, in the form of assets or in the form of TopCo securities (a “Distribution”); and

(v)

the Holders shall not exercise, or cause to be exercised, any other rights or entitlements arising from or attached to any Unvested Shares, including the rights under Sections 2:110, 2:111 and 2:114a of the Dutch Civil Code.

(b) The Holders irrevocably waive any right and entitlement arising from or attached to any Unvested Shares to the maximum extent permitted by applicable law.

(c) Without prejudice to the foregoing provisions of this Section, to the extent either Holder receives any proceeds from any Distribution on any Unvested Shares, the Holder shall promptly return such proceeds to the Company.

Transfer of Earnout Shares and Forfeiture.

(a) The Holders shall not Transfer any Unvested Shares.

Forfeiture of Earnout Shares.

On the third (3rd) anniversary of the Closing Date, all Unvested Shares shall be cancelled or forfeited and shall promptly be transferred to TopCo for no consideration; provided that, to the extent such transfer is not permitted under applicable law at that time, such transfer shall take place as soon as it is permitted under applicable law. The Holders each hereby irrevocably agrees to cooperate with such cancellation, forfeiture or transfer against no consideration.

Termination.

This Agreement shall terminate on the earlier of (a) the termination of the Business Combination Agreement, (b) the date on which the Parties hereto mutually agree in writing to terminate this Agreement and (c) three years after the Closing Date.

Assignment.

Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by a Party (whether by operation of law, merger or otherwise) without the prior written consent of each other Party. This Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns. Any purported assignment in violation of this Section shall be void.

Governing Law; Jurisdiction; Waiver of Jury Trial.

(a) This Agreement and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of New York.

(b) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the U.S. District Court for the Southern District of New York (or, to the extent such court does not have subject matter jurisdiction, any state court located in The City and County of New York ), and each of the Parties irrevocably (a) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (b) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (c) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court and (d) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any Party to serve process in any manner permitted by Law or to commence an Action or otherwise proceed against any other Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section.

(c) THE PARTIES EACH HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (a) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (b) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (c) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (d) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Notices.

All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given) by delivery in person, by email (having obtained electronic delivery confirmation thereof (i.e., an electronic record of the sender that the email was sent to the intended recipient thereof without an “error” or similar message that such email was not received by such intended recipient)), or by registered or certified mail (postage prepaid, return receipt requested) (upon receipt thereof) to the other Party as follows:

(i)

if to TopCo, to:

Robert-Bosch-Str. 32-36,
72250
Freudenstadt, Germany

Attn: Christian Schmid / Anette Schmid
Email: Schmid.Ch@schmid-group.com, Schmid.An@schmid-group.com

(ii)

if to Christian Schmid or Anette Schmid:

Robert-Bosch-Str. 32-36,
72250
Freudenstadt, Germany
Attn: Christian Schmid / Anette Schmid
Email: Schmid.Ch@schmid-group.com, Schmid.An@schmid-group.com

with a copy (which shall not constitute notice) to:

Gleiss Lutz Hootz Hirsch PartmbB Rechtsanwälte, Steuerberater
Taunusanlage 11
60329 Frankfurt am Main
Germany
Attn: Stephan Aubel, Alexander Gebhardt

Email: stephan.aubel@gleisslutz.com, alexander.gebhardt@gleisslutz.com

(iii)

if to Pegasus, to:

71 Fort Street
PO Box 500, George Town
Grand Cayman KY1-1106
Cayman Islands

Attn: Jeremey F. Mistry

Email: jmistry@pegasusdm.com

with a copy (which shall not constitute notice) to:

Clifford Chance PmbB
Junghofstraße 14
60311 Frankfurt am Main
Germany
Attn: George Hacket, Axel Wittmann

Email: George.Hacket@CliffordChance.com,

Axel.Wittmann@CliffordChance.com

10.

Captions.

The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.

11.

Entire Agreement.

This Agreement constitutes the entire agreement among the Parties relating to the transactions contemplated hereby and supersede any other agreements, whether written or oral, that may have been made or entered into by or among any of the Parties or any of their respective Subsidiaries relating to the transactions contemplated hereby. No representations, warranties, covenants, understandings, agreements, oral or otherwise, relating to the transactions contemplated by this Agreement exist between the Parties except as expressly set forth or referenced in this Agreement.

12.

Severability.

Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable Law, but if any term or other provision of this Agreement is held to be invalid, illegal or unenforceable under applicable Law, all other provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision of this Agreement is invalid, illegal or unenforceable under applicable Law, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

13.

Amendment and Waivers.

This Agreement may be amended or modified only by a written agreement executed and delivered by the Parties. This Agreement may not be modified or amended except as provided in the immediately preceding sentence and any purported amendment by any Party or Parties effected in a manner which does not comply with this Section shall be void, ab initio.

14.

Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have hereunto caused this Agreement to be duly executed as of the date hereof.

PEGASUS DIGITAL MOBILITY ACQUISITION CORP.

By:	/s/ F. Jeremey Mistry

Name:

Title:

[Signature Page of the Earnout Agreement]

PEGASUS TOPCO B.V.

By:	/s/ Stefan Berger

Name:

Title:

[Signature Page of the Earnout Agreement]

ANETTE SCHMID

By:	/s/ Anette Schmid

Name:

Title:

CHRISTIAN SCHMID

By:	/s/ Christian Schmid

Name:

Title:

[Signature Page of the Earnout Agreement]

Exhibit 10.5

SUBSCRIPTION AGREEMENT

Pegasus Digital Mobility Acquisition Corp.

71 Fort Street
George Town
Grand Cayman KY1-1106
Cayman Islands

Pegasus TopCo B.V.

Robert-Bosch-Str. 32-36,
72250 Freudenstadt

Germany

Gebr. Schmid GmbH
Robert-Bosch-Straße 32-36,

72250 Freudenstadt

Germany

Ladies and Gentlemen:

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 MergerSub Corp., a Cayman Islands exempted company and a direct wholly owned subsidiary of TopCo ("Merger Sub"), pursuant to which certain transactions will occur, and in connection therewith, TopCo will become the ultimate parent company of the Company and SPAC, the surviving entity in a merger with Merger Sub, and the securityholders of Pegasus and Schmid will become securityholders of TopCo (such transactions, including but not limited to the merger of SPAC and Merger Sub ("Merger"), the "Transaction" or the "Business Combination"). As soon as reasonably practicable following the consummation of the Transaction, the Shares will be listed on the New York Stock Exchange ("NYSE").

The Investor holds 24.1% of the equity interest in the registered capital of Schmid Technology (Guangdong) Co., Ltd. (迅得科技(广东)有限公司), a PRC company (“STG” and such equity interest, the “STG Shares”). In connection with the Transaction, SPAC, TopCo and the Investor are seeking to exchange the STG Shares into (i) Shares in a private placement and (ii) a cash component, each contingent upon, and concurrently with the closing of the Transaction, subject to the terms and conditions of this Subscription Agreement.

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At the closing of the Transaction (and as more fully described in the Business Combination Agreement), each outstanding SPAC Class A ordinary share and SPAC Class B ordinary share, each with a par value of $0.0001 per share, will be converted into one right to receive a corresponding equity security issued by TopCo (a "Merger Claim") and each holder of a Merger Claim will contribute and assign this Merger Claim to TopCo as an in-kind payment for a corresponding number of fully paid up Shares (the "Share Exchange"), and each SPAC warrant that is outstanding immediately prior to the effective time of the Merger (the "Effective Time") will represent a warrant on the same contractual terms and conditions as were in effect with respect to such SPAC warrant immediately prior to the Effective Time under the terms of the Warrant Agreement, dated as of October 21, 2021, by and between SPAC and Continental Stock Transfer & Trust Company, as the warrant agent, as applicable, that is exercisable for an equivalent number of Shares (the "Warrant Exchange", and the Share Exchange and the Warrant Exchange together the "Exchange"), in each case, on the terms and subject to the conditions set forth in the Business Combination Agreement. Upon completion of the Business Combination, in accordance with the Business Combination Agreement, the shareholders of TopCo and TopCo shall effect the Exchange, and prior to the Exchange, a notarial deed will be executed by a Dutch notary in order to change the legal form of TopCo from a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) to a Dutch public limited liability company (naamloze vennootschap).

In connection therewith, and in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, set forth herein, and intending to be legally bound hereby, each of the Investor, SPAC, TopCo and the Company hereby agrees as follows:

Subscription AND transfer

(a)

The Investor hereby irrevocably agrees to subscribe for and purchase from TopCo, and TopCo hereby irrevocably agrees to issue and sell to the Investor, a total of 1,406,361 Shares (the "Subscribed Shares") at Closing on the terms and subject to the conditions provided for herein. The Investor and TopCo acknowledge and agree that, as a result of the Change of Legal Form, the Shares that will be purchased by the Investor and issued by TopCo pursuant hereto shall be ordinary shares in the share capital of a Dutch public limited liability company (naamloze vennootschap) (and not, for the avoidance of doubt, ordinary shares in a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid).

(b)

On the terms and subject to the conditions provided for herein, the Investor hereby agrees to sell, and TopCo hereby agrees to purchase, the STG Shares in three tranches as follows:

(i)

subject to and following the allotment of the Subscribed Shares to the Investor and settlement of the First Payment (as defined below) in accordance with Section 2(a)(i), upon Closing, the Investor will transfer its 8.0233% equity interest in STG to TopCo (the “First Transfer”);

(ii)

subject to and following the First Transfer having occurred and the settlement of the Second Payment (as defined below) in accordance with Section 2 (a)(ii), the Investor will transfer its 4.0117% equity interest in STG to TopCo (the “Second Transfer”);

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(iii)

subject to and following the First Transfer and the Second Transfer having occurred and the settlement of the Third Payment (as defined below) in accordance with Section 2(a)(iii), the Investor will transfer all its remaining equity interest in STG to TopCo (the “Third Transfer”, together with the First Transfer and the Second Transfer, the "Transfers", and each a "Transfer"); and

(iv)

TopCo and the Investor shall bear in equal share the stamp duty payable as a result of each Transfer. The payment of such stamp duty, including submission of transfer documents for stamping and any other related reporting obligation shall be handled by the Investor.

CASH Consideration

(a)

At the relevant times set forth below, TopCo shall pay by way of allotment of the Subscribed Shares and payment of the Total Cash Component (as defined below) to the Investor as follows:

(i)

at Closing, TopCo will, and the Company will procure TopCo to, pay to the Investor in immediately available funds by wire transfer the USD equivalent of EUR 10,000,000 (at the exchange rate of EUR 1 to USD 1.1864) (the "First Payment") (and allot the Subscribed Shares to the Investor as set out above);

(ii)

within 270 days from the Effective Time, TopCo will, and the Company will procure TopCo to, pay to the Investor in immediately available funds by wire transfer the USD equivalent of EUR 5,000,000 (at the exchange rate of EUR 1 to USD 1.1864) (the “Second Payment”); and

(iii)

within 455 days from the Effective Time, TopCo will, and the Company will procure TopCo to, pay to the Investor in immediately available funds by wire transfer (i) the USD equivalent of EUR 15,000,000 (at the exchange rate of EUR 1 to USD 1.1864), and (ii) an interest in respect thereof at an annual rate of 6%, accruing from the Effective Time to the date of payment (both inclusive) (the "Third Payment", together with the First Payment and the Second Payment, the "Total Cash Component").

(b)

Without prejudice to any other rights and remedies the Investor may have, if TopCo defaults in the payment of any part of the Total Cash Component (including the interest which forms part of the Third Payment) when due, TopCo’s liability shall be increased (in addition to any component of the Total Cash Component) to include interest on such past-due sum from the date when such payment is due until the date of actual payment (both inclusive, after as well as before judgment) at an annual rate of 10%, compounded annually; provided that the total interest payable on any such sum shall not exceed the amount permitted by applicable laws.

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(c)

In addition, the Investor and the Company hereby agree to terminate the investment agreement dated June 18, 2021 between the Company, STG and the Investor and the joint venture agreement dated June 18, 2021 between the Company, STG and the Investor, in each case effective with and from the latest to occur of (i) the completion of the First Transfer (including the settlement of the First Payment in accordance with Section 2(a)(i)), (ii) the Closing (including the issuance and sale of the Subscribed Shares free and clear of all liens, encumbrances or other restrictions (other than those arising under applicable securities laws)) and (iii) the completion of the Transaction, subject to the terms of a termination agreement to be entered into between the Investor, STG and the Company.

Closing

(a)

The closing of the issuance of the Subscribed Shares contemplated hereby (the "Closing") is contingent upon the concurrent consummation of the Merger and the satisfaction or waiver of the conditions set forth in Section 4 below. The Closing shall occur on the date of, and substantially concurrently with and conditioned upon the effectiveness of, the Merger. Subject to the satisfaction or waiver of the conditions set forth in Section 4 below (other than those conditions which by their nature are to be fulfilled at the Closing but subject to their fulfilment at the Closing), at the Closing: (i) the Investor shall (x) comply with its obligations with respect to the First Transfer as specified in Schedule 1 and (y) make available to TopCo, any other information that is reasonably requested in order for TopCo to issue the Subscribed Shares, including, without limitation, the legal name of the person in whose name such Subscribed Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable; (ii) TopCo shall (A) issue to the Investor (or its nominee) the Subscribed Shares and subsequently cause such Subscribed Shares to be registered in book entry form in the name of the Investor (or its nominee) on TopCo's share register, free and clear of all liens, encumbrances or other restrictions (other than those arising under applicable securities laws), (B) deliver evidence to the Investor of such issuance and registration on and as of the date of the Closing (the “Closing Date”) and (C) deliver evidence to the Investor of the completion of the Transaction; and (iii) TopCo and the Company shall comply with their obligations with respect to the First Transfer as specified in Schedule 1. For purposes of this Subscription Agreement, "business day" shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York or Mainland China are authorized or required by law to close.

(b)

Upon the settlement of the Second Payment (and subject to the First Transfer having occurred) in accordance with the terms and conditions provided for herein, the Investor, TopCo and the Company shall comply with their respective obligations with respect to the Second Transfer as specified in Schedule 1.

(c)

Upon the settlement of the Third Payment (and subject to the First Transfer and the Second Transfer having occurred) in accordance with the terms and conditions provided for herein, the Investor, TopCo and the Company shall comply with their respective obligations with respect to the Third Transfer as specified in Schedule 1.

(d)

All documents delivered at Closing pursuant to this Section 3 and Schedule 1 shall be held by the recipient's legal counsel to the order of the person delivering the same until the delivery of all documents required to be delivered and the payment of all payments required to be made at Closing (or waiver of such delivery or payment by the person entitled to receive the relevant document).

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Closing Conditions

(a)

The obligation of the parties hereto to consummate the purchase and sale of the Subscribed Shares pursuant to this Subscription Agreement is subject to the Merger having occurred.

(b)

The obligation of TopCo to consummate the issuance and sale of the Subscribed Shares pursuant to this Subscription Agreement shall be subject to the conditions that (i) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct (disregarding any "materiality" or "Investor Material Adverse Effect" (as defined below) or another similar materiality qualification set forth herein at and as of the Closing Date (unless they specifically speak as of an earlier date, in which case they shall be so true and correct as of such specific date), unless any such representation and warranty not being true and correct has not had and would not reasonably be expected to have an Investor Material Adverse Effect, and consummation of the Closing shall constitute a reaffirmation and repetition by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date and (ii) the obligations in relation to the First Transfer set forth in Schedule 1 shall have been performed, unless any breach of any of such obligations, covenants and agreements has not had and would not reasonably be expected to have an Investor Material Adverse Effect.

(c)

The obligation of the Investor to consummate the purchase of the Subscribed Shares pursuant to this Subscription Agreement shall be subject to the conditions that (i) all representations and warranties of SPAC, TopCo and the Company contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to "materiality", "SPAC/TopCo Material Adverse Effect" (as defined below) or “Material Adverse Effect” (as defined below) or another similar materiality qualification set forth herein, which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (unless they specifically speak as of an earlier date, in which case they shall be so true and correct as of such specific date), and consummation of the Closing shall constitute a reaffirmation and repetition by each of SPAC, TopCo and the Company of each of its representations and warranties contained in this Subscription Agreement as of the Closing Date, (ii) all obligations, covenants and agreements of SPAC, TopCo and the Company required by this Subscription Agreement to be performed by them at or prior to the Closing Date shall have been performed in all material respects; (iii) the First Payment shall have been paid to the Investor at Closing in accordance with Section 2(a)(i); and (iv) the completion of the Transaction shall occur concurrently with the Closing.

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Further Assurances

(a)

At or prior to the Closing Date, the parties hereto shall execute and deliver or cause to be executed and delivered such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the subscription as contemplated by this Subscription Agreement.

(b)

Within 10 business days after each Transfer, TopCo and the Company shall procure STG to complete the registration procedures for the change of shareholders and shareholders’ shareholding as contemplated by such Transfer, and issuance of the updated business license of STG reflecting such Transfer, in each case, with SAMR, and provide the Investor with documents evidencing completion of such registration/filing procedures.

SPAC, TopCo and company Representations and Warranties

Each of SPAC, with respect to the representations and warranties set forth below relating to SPAC, TopCo, with respect to the representations and warranties set forth below relating to TopCo, and the Company, with respect to the representations and warranties set forth below relating to the Company, represents and warrants to the Investor that:

(a)

SPAC is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands (to the extent such concept exists in such jurisdiction). SPAC has all the power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement. As of the Closing Date, following the Change of Legal Form, TopCo will be validly existing as a public limited liability company (naamloze vennootschap) under the laws of the Netherlands with all the power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as currently contemplated to be conducted and to perform its obligations under this Subscription Agreement, and will be duly incorporated and in good standing under the laws of the Netherlands (to the extent such concept exists in such jurisdiction).

(b)

As of the Closing Date, the Subscribed Shares will be duly authorized and, when issued and delivered to the Investor in accordance with the terms of this Subscription Agreement, the Subscribed Shares will be validly issued, fully paid and non-assessable (which, under Dutch law, is interpreted to mean that a holder of a Share shall not by reason of merely being such a holder be subject to assessment or calls by TopCo or its creditors for further payment on such Share) free and clear of any liens, encumbrances or other restrictions (other than those arising under applicable securities laws), and will not have been issued in violation of or subject to any preemptive or similar rights created under TopCo's articles of association (statuten) as in effect at such time of issuance and as they will read following the Change of Legal Form, or other constituent documents of TopCo, by contract or under the laws of the Netherlands.

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(c)

This Subscription Agreement has been duly authorized, executed and delivered by SPAC, TopCo and the Company and, assuming that this Subscription Agreement constitutes the legal, valid and binding agreement of the Investor, this Subscription Agreement constitutes the legal, valid and binding agreement of SPAC, TopCo and the Company and is enforceable against each of SPAC, TopCo and the Company in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity.

(d)

The execution and delivery of, and the performance of the transactions contemplated hereby, including the issuance and sale of the Subscribed Shares and the compliance by each of SPAC, TopCo and the Company with all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein does not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of SPAC, TopCo, the Company or the Company's subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which SPAC, TopCo, the Company or the Company's subsidiaries, as applicable, is a party or by which SPAC, TopCo, the Company or the Company's subsidiaries, as applicable, is bound or to which any of the property or assets of SPAC, TopCo, the Company or the Company's subsidiaries, as applicable, is subject that is or would reasonably be expected to have, individually or in the aggregate with all other facts, events, circumstances, changes, conditions, occurrences and effects, a material adverse effect on the business, properties, assets, liabilities, condition (financial or otherwise), results of operations or prospects of SPAC and its subsidiaries, TopCo and its subsidiaries or the Company and its subsidiaries, in each case taken as a whole, or on the ability of SPAC, TopCo or the Company to consummate the the transactions contemplated under this Subscription Agreement (a "SPAC/TopCo Material Adverse Effect"), or to materially affect the validity of the Subscribed Shares or the legal authority of SPAC, TopCo or the Company to comply in all material respects with the terms of this Subscription Agreement; (ii) result in any violation of the provisions of the organizational or constituent documents of SPAC, TopCo, the Company or the Company's subsidiaries, as applicable; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over SPAC, TopCo, the Company or the Company's subsidiaries, as applicable, or any of their respective properties that would reasonably be expected to have, individually or in the aggregate, a SPAC/TopCo Material Adverse Effect or materially affect the validity of the Subscribed Shares or the legal authority of SPAC, TopCo or the Company to comply in all material respects with the terms of this Subscription Agreement.

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(e)

None of SPAC, TopCo and the Company is in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the organizational documents of SPAC, TopCo or the Company, (ii) any loan or credit agreement, guarantee, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which, as of the date of this Subscription Agreement, SPAC, TopCo or the Company is a party or by which properties or assets of SPAC, TopCo or the Company are bound or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency, taxing authority or regulatory body, domestic or foreign, having jurisdiction over SPAC, TopCo or the Company or any of their properties, as applicable, except for defaults or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a SPAC/TopCo Material Adverse Effect.

(f)

As of their respective dates, or, if amended, as of the date of such amendment, which shall be deemed to supersede such original filing, all forms, reports, statements, schedules, prospectuses, proxies, registration statements and other documents, if any (the "SEC Reports") filed by SPAC or TopCo with the U.S. Securities and Exchange Commission (the "SEC") on or prior to the Closing Date complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The (i) financial statements of SPAC, (ii) the combined financial information of the Company and its subsidiaries, and (iii) the pro forma financial information of the enlarged SPAC group as set out in the SEC Reports of TopCo, including (in each case) any notes thereto, as set out in the SEC Reports: (a) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing; (b) fairly present in all material respects the financial position of SPAC and its subsidiaries or the Company and its subsidiaries (as the case may be) as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments; (c) are prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (subject to, in the case of any unaudited financial statements, normal year end audit adjustments); and (d) in the case of any audited financial statements, are audited in accordance with IFRS and contain an unqualified report of the auditors of the relevant entity. A copy of each SEC Report is available to the Investor via the SEC's EDGAR system. There are no material outstanding or unresolved comments in comment letters received by SPAC or TopCo from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports.

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(g)

Except as and to the extent set forth in the SEC Reports, SPAC, the Company and their respective subsidiaries do not have outstanding (i) any indebtedness or any commitments therefor, or (ii) any other liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations (A) incurred in the ordinary course of business consistent with past practice since December 31, 2022, (B) incurred pursuant to this Subscription Agreement or in connection with the Transaction, or (C) that would not, individually or in the aggregate, result in or reasonably be expected to result in a Material Adverse Effect. For the purpose of this Section 6 of this Subscription Agreement, “Material Adverse Effect” means any fact, event, circumstance, change, condition, occurrence or effect that, individually or in the aggregate with all other facts, events, circumstances, changes, conditions, occurrences and effects, is or would reasonably be expected to (x) have a material adverse effect on the business, condition (financial or otherwise), assets, liabilities, properties, results of operations or prospects of SPAC and its subsidiaries or the Company and its subsidiaries, in each case taken as a whole, (y) prevent the consummation of the transactions contemplated under this Subscription Agreement, or (z) have a material adverse effect on the ability of SPAC, TopCo or the Company to enter into and timely perform its obligations under this Subscription Agreement.

(h)

Since December 31, 2022, except as expressly contemplated by this Subscription Agreement, SPAC and its subsidiaries and the Company and its subsidiaries have conducted business in all material respects in the ordinary course and, without limiting the generality of the foregoing, there has not been (i) any Material Adverse Effect, (ii) any declaration, setting aside or payment of any dividend or other distribution in cash, stock, property or otherwise in respect of any such entity’s equity securities, or (iii) any redemption, repurchase or other acquisition of any equity securities.

(i)

Assuming the accuracy of the Investor's representations and warranties set forth in Section 7 of this Subscription Agreement, none of SPAC, TopCo and the Company is required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance by SPAC, TopCo or the Company of this Subscription Agreement (including, without limitation, the issuance of the Subscribed Shares) and the consummation of the transactions contemplated herein other than (i) filings with the SEC, (ii) filings required by applicable securities laws, (iii) filings required in accordance with Section 13 of this Subscription Agreement, (iv) filings required by the NYSE, including with respect to obtaining approval of SPAC's shareholders, if applicable, (v) those filings required to consummate the Transaction as provided under the Business Combination Agreement and (vi) filings that the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a SPAC/TopCo Material Adverse Effect.

(j)

Except for such matters as have not had or would not be reasonably likely to have, individually or in the aggregate, a SPAC/TopCo Material Adverse Effect, as of the date hereof, there is no (i) action, suit, claim or other proceeding, in each case by or before any governmental authority or self-regulatory organization pending, or, to the knowledge of SPAC or TopCo, as applicable, threatened against SPAC, TopCo or the Company, as applicable or (ii) judgment, decree, injunction, ruling or order of any court or other federal, state, local or other governmental authority, self-regulatory organization or arbitrator outstanding against SPAC, TopCo or the Company. Each of SPAC, TopCo and the Company has not received any written communication from any governmental authority or self-regulatory organization that alleges that SPAC, TopCo or the Company is not in compliance with any applicable law, rule, regulation or order, except where such non-compliance would not reasonably be expected to have, individually or in the aggregate, a SPAC/TopCo Material Adverse Effect.

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(k)

As of the date hereof and as of immediately prior to the consummation of the transactions contemplated by this Subscription Agreement and the Business Combination Agreement, the authorized capital stock of SPAC consists of (i) 200,000,000 Class A ordinary shares, (ii) 20,000,000 Class B ordinary shares and (iii) 2,000,000 preference shares, each with a par value of $0.0001 per share. As of the date of this Subscription Agreement, (A) 4,500,017 Class A ordinary shares of SPAC are issued and outstanding, (B) 5,625,000 Class B ordinary shares of SPAC are issued and outstanding (of which up to 2,812,500 Class B ordinary shares may be cancelled), (C) 21,000,000 warrants to purchase Class A ordinary shares of SPAC, with each such warrant exercisable for one whole Class A ordinary share at a price of $11.50 per share, are issued and outstanding and (D) no preference shares or shares of preferred stock are issued and outstanding. All (1) issued and outstanding Class A ordinary shares and Class B ordinary shares of SPAC have been duly authorized and validly issued, are fully paid and are non-assessable, free and clear of all liens or other restrictions (other than those arising under applicable securities laws) and are not subject to preemptive or other similar rights and (2) outstanding warrants have been duly authorized and validly issued and are not subject to preemptive or similar rights. Except as set forth above, the Business Combination Agreement and the other agreements and arrangements referred to therein or in the SEC Reports, as of the date hereof, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from SPAC any Class A ordinary shares, Class B ordinary shares or other equity interests in SPAC, or securities convertible into or exchangeable or exercisable for such equity interests. As of the date hereof, SPAC has no subsidiaries other than TopCo and Merger Sub and does not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated. There are no shareholder agreements, voting trusts or other agreements or understandings to which SPAC, TopCo or the Company is a party or by which it is bound relating to the voting of any securities of SPAC or TopCo, other than (1) as set forth in the SEC Reports and (2) as contemplated by the Business Combination Agreement.

(l)

Immediately after the Closing and the consummation of the Transaction and assuming that none of the shareholders holding Class A ordinary shares of SPAC exercises its right to redeem any such Class A ordinary shares in accordance with the articles of association of SPAC as in effect on the date hereof: (i) immediately after the Closing and the consummation of the Transaction (x) a maximum of 39,800,000 Shares will be issued and outstanding (including 28,725,000 Shares to the shareholders of Gebr. Schmid GmbH and including the Shares subscribed for by the Investor in connection with this Agreement); and (y) 21,000,000 warrants to purchase Shares, with each such warrant exercisable for one Share at a price of $11.50 per Share, will be issued and outstanding; (ii) except as set forth in (i) above, immediately after the Closing and the consummation of the Transaction, there will be no other outstanding options, warrants or other rights to subscribe for, purchase or acquire any ordinary shares or other equity interests in TopCo, or securities convertible into or exchangeable or exercisable for such equity interests; and (iii) the Subscribed Shares shall constitute no less than 3.5% of the Shares (immediately after the Closing) and no less than 2.3% of the Shares (on a fully-diluted basis taking into account the maximum dilution from all warrants). The Company intends to implement a management incentive program which may grant additional shares of TopCo to management of TopCo after the consummation of the Transaction (such program has not yet been resolved by the Company). TopCo and SPAC have in addition agreed in an earn-out agreement to issue 2,500,000 TopCo Shares to Anette Schmid and Christian Schmid once the Shares reach a price of $15.00 per Share and an additional 2,500,000 TopCo Shares once the Shares reach a price of $18.00 per Share.

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(m)

Immediately after the Closing and the consummation of the Transaction, TopCo shall directly own 100% of the issued shares of each of SPAC and the Company and TopCo shall (either directly or indirectly) own 83.9233% of the registered capital of STG (following the First Transfer). Immediately after the Closing and the consummation of the Transaction, TopCo will not have any direct subsidiaries other than SPAC and the Company.

(n)

As of the date hereof, the issued and outstanding Class A ordinary shares of SPAC are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSE under the symbol "PGSS" (it being understood that the trading symbol will be changed in connection with the Transaction). Except as disclosed in the SEC Reports, as of the date hereof, there is no suit, action, claim, proceeding or investigation pending or, to the knowledge of SPAC, threatened against SPAC by NYSE, the SEC or any other person, to prohibit or terminate the listing of SPAC's Class A ordinary shares on NYSE or to deregister the Class A ordinary shares under the Exchange Act. SPAC has taken no action that is designed to terminate the registration of the Class A ordinary shares under the Exchange Act. As soon as reasonably practicable following the consummation of the Transaction, the Shares will be registered pursuant to Section 12(b) of the Exchange Act and will be listed for trading on NYSE, and at or before the consummation of the Closing, the Subscribed Shares will be approved for listing on the NYSE, subject to official notice of issuance.

(o)

Assuming the accuracy of the Investor's representations and warranties set forth in Section 7 of this Subscription Agreement, no registration under the Securities Act is required for the offer and sale of the Subscribed Shares hereunder. The Subscribed Shares (i) were not offered by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws or in a manner that would otherwise adversely affect reliance by SPAC on Section 4(a)(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the Subscribed Shares under the Securities Act.

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(p)

None of SPAC, TopCo, the Company and their respective subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation, administration or winding up or failed to pay its debts when due, nor does SPAC, TopCo, the Company or any of their subsidiaries have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or seek to commence an administration.

(q)

There has been no action taken by SPAC, TopCo, the Company or, to the knowledge of SPAC or TopCo, as applicable, any officer, director, equityholder, manager, employee, agent or representative of SPAC, TopCo or the Company, in each case, acting on behalf of the SPAC, TopCo or the Company (as applicable), in violation of any applicable Anti-Corruption Laws (as herein defined), (i) none of SPAC, TopCo, the Company and, to the knowledge of SPAC or TopCo, their respective officers, directors, equityholders, managers, employees, agents and representatives has been convicted of violating any Anti-Corruption Laws or subjected to any investigation by a governmental authority for violation of any applicable Anti-Corruption Laws, (ii) none of SPAC, TopCo and the Company has conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any governmental authority regarding any alleged act or omission arising under or relating to any noncompliance with any Anti-Corruption Laws and (iii) none of SPAC, TopCo and the Company has received any written notice or citation from a governmental authority for any actual or potential noncompliance with any applicable Anti-Corruption Laws. As used herein, "Anti-Corruption Laws" means any applicable laws relating to corruption and bribery, including the U.S. Foreign Corrupt Practices Act of 1977 (as amended), the UK Bribery Act 2010, and any similar law that prohibits bribery or corruption.

(r)

None of SPAC, TopCo, the Company nor any of their directors is (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") or in any Executive Order issued by the President of the United States and administered by OFAC ("OFAC List") or a person or entity prohibited by any OFAC sanctions program, (ii) owned, directly or indirectly, or controlled by, or acting on behalf of, one or more persons that are named on the OFAC List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national or the government, including any political subdivision, agency or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the “Donetsk People’s Republic”, the “Luhansk People’s Republic” or any other country or territory embargoed or subject to substantial trade restrictions by the United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Each of SPAC, TopCo and the Company agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that SPAC, TopCo or the Company, as applicable, is permitted to do so under applicable law. To the extent required, it maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC sanctions programs, including the OFAC List.

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(s)

TopCo is not, and immediately after issuance of the Subscribed Shares will not be, an "investment company" within the meaning of the Investment Company Act of 1940, as amended.

(t)

None of SPAC, TopCo and the Company has entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other person to any broker's or finder's fee or any other commission or similar fee in connection with the transactions contemplated by this Subscription Agreement for which the undersigned Investor could become liable. None of SPAC, TopCo and the Company is aware of any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Subscribed Shares.

Investor Representations and Warranties

The Investor represents and warrants to TopCo and SPAC that:

(a)

The Investor (i) is acquiring the Subscribed Shares only for his, her or its own account and not for the account of others, and (ii) is not acquiring the Subscribed Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or any securities laws of the United States or any other jurisdiction. The Investor is not an entity formed for the specific purpose of acquiring the Subscribed Shares. The Investor further acknowledges that it is aware that the sale to it is being made in reliance on a private placement exemption from registration under the Securities Act and is acquiring the Subscribed Shares for its own account or for an account over which it exercises sole discretion for another qualified institutional buyer or accredited investor.

(b)

The Investor acknowledges that the Subscribed Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Subscribed Shares have not been registered under the Securities Act or any other applicable securities laws. The Investor acknowledges and agrees that the Subscribed Shares are being offered for resale in transactions not requiring registration under the Securities Act, and unless so registered, may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except in compliance with the registration requirements of the Securities Act or any other applicable securities laws, pursuant to any exemption therefrom or in a transaction not subject thereto. The Investor acknowledges that the Subscribed Shares will be subject to transfer restrictions under applicable securities laws and, as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the Subscribed Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The Investor acknowledges that the Subscribed Shares will not be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the Closing Date. The Investor acknowledges and agrees that it has been advised to consult legal counsel and tax and accounting advisors prior to making any offer, resale, transfer, pledge or disposition of any of the Subscribed Shares.

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(c)

Assuming the accuracy of the representations and warranties in Section 6, the consummation of the transactions contemplated pursuant to this Subscription Agreement to which the Investor is a party does not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Investor or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Investor or any of its subsidiaries is a party or by which the Investor or any of its subsidiaries is bound or to which any of the property or assets of the Investor is subject that would reasonably be expected to have a material adverse effect on the ability of the Investor to enter into and timely perform its obligations under this Subscription Agreement (an "Investor Material Adverse Effect"); (ii) result in any violation of the provisions of the organizational documents of Investor; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Investor or any of its properties that would reasonably be expected to have an Investor Material Adverse Effect.

(d)

The Investor acknowledges and agrees that the Investor is purchasing the Subscribed Shares from TopCo. The Investor further acknowledges that there have been no representations or warranties on which the Investor may rely on in purchasing the Subscribed Shares made to the Investor by or on behalf of SPAC, TopCo, the Company, any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations or warranties, of SPAC, TopCo and the Company expressly set forth in Section 6 of this Subscription Agreement. The Investor understands that, save as otherwise set forth in the Registration Statement (as defined below) or any SEC Report, certain financial information (whether historical or in the form of financial forecasts or projections) of the SPAC and TopCo has been prepared and reviewed solely by the SPAC, TopCo and their respective officers, directors and employees, as applicable, and have not been reviewed by any outside party or certified or audited by an independent third-party auditor or audit firm.

(e)

The Investor does not have, as of the date hereof, and during the 30-day period immediately prior to the date hereof such Investor has not, and during the period beginning as of the date hereof until and including the date that is two trading days following the Closing such Investor will not have, entered into, any "put equivalent position" as such term is defined in Rule 16a-1 under the Exchange Act or short sale positions with respect to the securities of the SPAC.

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(f)

The Investor acknowledges and agrees that the Investor has received such information as the Investor deems necessary in order to make an investment decision with respect to the Subscribed Shares, including, with respect to SPAC, TopCo and the business of the Company and its direct and indirect subsidiaries. Without limiting the generality of the foregoing, the Investor acknowledges that he, she or it has reviewed, the SEC Reports and other information as the Investor have deemed necessary to make an investment decision with respect to the Subscribed Shares. However, neither any such inquiries, nor any due diligence investigation conducted by the Investor or any of the Investor's professional advisors nor anything else contained herein, shall modify, limit, or otherwise affect the Investor's right to rely on each of the representations and warranties of SPAC, TopCo and the Company contained in this Subscription Agreement. The Investor acknowledges and agrees that the Investor and the Investor's professional advisor(s), if any, have had the opportunity to ask such questions, receive such answers and obtain such information from SPAC and TopCo as the Investor and such Investor's professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Subscribed Shares.

(g)

The Investor became aware of this offering of the Subscribed Shares solely by means of direct contact between the Investor and SPAC, the Company or a representative of SPAC or the Company, and the Subscribed Shares were offered to the Investor solely by direct contact between the Investor and SPAC, the Company or a representative of SPAC or the Company. The Investor did not become aware of this offering of the Subscribed Shares, nor were the Subscribed Shares offered to the Investor, by any other means. The Investor acknowledges that the Subscribed Shares (i) were not offered to it by any form of general solicitation or general advertising, including methods described in section 502(c) of Regulation D under the Securities Act and (ii) to its knowledge, are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act or any state securities laws. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, SPAC, TopCo, the Company, any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the representations and warranties of SPAC, TopCo and the Company contained in Section 6 of this Subscription Agreement, in making its investment decision to invest in TopCo. The Investor acknowledges that certain information provided to the Investor was based on projections, and such projections were prepared based on assumptions and estimates that are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections.

(h)

The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Subscribed Shares, including those set forth in the SEC Reports and the investor presentation provided by TopCo. The Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Subscribed Shares, and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision. The Investor acknowledges that, except for representations and warranties of SPAC, TopCo and the Company set forth in Section 6 of this Subscription Agreement, neither SPAC nor the Company has provided any tax or financial advice or any other representation or guarantee regarding the tax or financial consequences of the transactions contemplated by this Subscription Agreement or the Transaction. The Investor is able to sustain a complete loss on its investment in the Subscribed Shares; and has no reason to anticipate any change in circumstances, financial or otherwise, which may cause or require any sale or distribution of all or any part of the Subscribed Shares in violation of applicable securities laws.

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(i)

Alone, or together with any professional advisor(s), the Investor has adequately analyzed and considered the risks of an investment in the Subscribed Shares and, assuming the accuracy of representations and warranties set forth in Section 6 of this Subscription Agreement, determined that the Subscribed Shares are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor's investment in TopCo. The Investor acknowledges specifically that a possibility of total loss exists.

(j)

In making its decision to purchase the Subscribed Shares, the Investor has relied solely upon independent investigation made by the Investor and the representations and warranties expressly set forth in Section 6 of this Subscription Agreement. The Investor further acknowledges it has (i) had access to, and an adequate opportunity to review and understand the materials and information made available to it in connection with the acquisition of the Subscribed Shares, including financial and other information as it deems necessary to make its decision to purchase the Subscribed Shares, (ii) been offered the opportunity to ask questions of SPAC and received answers thereto, including on the financial information, as we deemed necessary in connection with its decision to purchase the Subscribed Shares and (ii) made its own assessment and satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the Subscribed Shares. The Investor represents and warrants it is relying exclusively on its own investment analysis and due diligence (including professional advice it deems appropriate) with respect to its acquisition of the Subscribed Shares and the business, condition (financial and otherwise), management, operations, properties and prospects of the SPAC and TopCo, including but not limited to all business, legal, regulatory, accounting, credit and tax matters.

(k)

The Investor acknowledges that it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Subscribed Shares and has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment.

(l)

The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Subscribed Shares or made any findings or determination as to the fairness of this investment.

(m)

The Investor has been duly formed or incorporated and is validly existing and is in good standing under the laws of its jurisdiction of formation or incorporation, with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement.

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(n)

The execution, delivery and performance by the Investor of this Subscription Agreement and the transactions contemplated herein are within the powers of the Investor, have been duly authorized and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound, and, if the Investor is not an individual, will not violate any provisions of the Investor's organizational documents, including, without limitation, its articles of incorporation, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature of the Investor on this Subscription Agreement is genuine, and the signatory, if the Investor is an individual, has legal competence and capacity to execute the same or, if the Investor is not an individual, the signatory has been duly authorized to execute the same, and, assuming that this Subscription Agreement constitutes the legal, valid and binding obligation of SPAC, TopCo and the Company, this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.

(o)

The Investor is not (i) a person or entity named on the OFAC List or on any EU or United Nations sanctions list, or a person or entity subject to sanctions under any OFAC sanctions program, (ii) organized, resident or located in a country or region subject to comprehensive sanctions administered by OFAC, (iii) 50% or greater owned directly or indirectly or controlled by, or acting on behalf of, one or more persons that are described in clauses (i) or (ii) of this paragraph; (iv) a Designated national as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (v) a foreign shell bank (as defined at 31 CFR § 1010.605) or providing banking or correspondent account services directly or indirectly to a foreign shell bank (each, a "Prohibited Investor"). The Investor agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Investor is permitted to do so under applicable law. If the Investor is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the "BSA"), as amended by the USA PATRIOT Act of 2001 (the "PATRIOT Act"), and its implementing regulations (collectively, the "BSA/PATRIOT Act"), the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required by applicable law, the Investor maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against lists of sanctioned parties maintained by OFAC, including the OFAC List. To the extent required by applicable law, the Investor maintains policies and procedures reasonably designed to ensure that the funds held by the Investor and used to purchase the Subscribed Shares were legally derived and were not obtained, directly or indirectly, from a Prohibited Investor.

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(p)

The Investor is acquiring and will hold the Subscribed Shares "solely for the purpose of passive investment" (as such term is defined at 31 CFR § 800.243).

Nothing herein is intended to limit the Investor's ability, subject to compliance with applicable securities laws, to trade in securities of issuers who may be in the same, or a similar, sector as TopCo, the Company or the SPAC.

Registration Rights

(a)

In the event that the Subscribed Shares are not registered in connection with the consummation of the Transaction, TopCo agrees that, within thirty (30) calendar days after the Closing Date (the "Filing Deadline"), it shall file with the SEC (at its sole cost and expense) a registration statement registering the resale of the Shares (including the Subscribed Shares) to the public (a "Registration Statement"), and it shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the filing thereof, but no later than the earlier of (i) sixty (60) calendar days after the filing thereof (or ninety (90) calendar days after the filing thereof if the SEC notifies TopCo that it will "review" the Registration Statement) and (ii) ten (10) business days after TopCo is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be "reviewed" or will not be subject to further review (such date, the "Effectiveness Date"). If such Registration Statement fails to become effective within the period described in (i) or (ii) above (as the case may be), TopCo shall, within sixty (60) calendar days after the expiry of such period, file with the SEC (at its sole cost and expense) another Registration Statement registering the resale of the Subscribed Shares to the public, and it shall use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable after the filing thereof. Such filing and registration shall be repeated by TopCo every four (4) months until one or more Registration Statements with respect to all the Subscribed Shares have become effective or if the Investor has ceased to hold any Subscribed Shares. In connection with the foregoing, the Investor shall not be required to execute any lock up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Shares. TopCo agrees to cause such Registration Statement, or another shelf Registration Statement that includes the Subscribed Shares, to remain effective until the earliest of (x) the second anniversary of the effective date of the registration of the Subscribed Shares for resale to the public, (y) the date on which the Investor ceases to hold any Subscribed Shares, or (z) on the first date on which the Investor is able to sell all of its Subscribed Shares (or shares received in exchange therefor) under Rule 144 promulgated under the Securities Act ("Rule 144") within 90 days without limitation as to the amount or manner of sale of such securities that may be sold and without the requirement for TopCo to be in compliance with the current public information requirement under Rule 144 or pursuant to any other exemption from registration (the earliest of (x)-(z), the "End Date"). Prior to the End Date, TopCo shall use reasonable best efforts to qualify the Shares for listing on the applicable stock exchange. The Investor agrees to disclose its ownership to TopCo upon request to assist it in making the determination with respect to Rule 144 described in clause (z) above. TopCo may amend the Registration Statement so as to convert the Registration Statement to a Registration Statement on Form F-3 at such time after TopCo becomes eligible to use such Form F-3. The Investor acknowledges and agrees that TopCo may suspend the use of any such Registration Statement if it determines that in order for such Registration Statement not to contain a material misstatement or omission, an amendment thereto would be needed to include information that would at that time not otherwise be required in a current, quarterly, or annual report under the Exchange Act, provided that, (I) TopCo shall not so delay filing or so suspend the use of the Registration Statement for a period of more than ninety (90) consecutive days or more than a total of one hundred-twenty (120) calendar days, in each case, in any three hundred sixty (360) day period and (II) TopCo shall use reasonable best efforts to make such Registration Statement available for the sale by the Investor of such securities as soon as practicable thereafter. TopCo's obligations to include the Subscribed Shares (or shares issued in exchange therefor) for resale in the Registration Statement are contingent upon the Investor furnishing in writing to TopCo such information regarding the Investor, the securities of TopCo held by the Investor and the intended method of disposition of such Subscribed Shares, which shall be limited to non-underwritten public offerings, as shall be reasonably requested by TopCo to effect the registration of such Subscribed Shares, and upon the Investor having executed such documents in connection with such registration as TopCo may reasonably request that are customary of a selling shareholder in similar situations; provided, however, that the Investor shall not be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Subscribed Shares. Upon the request of the Investor, TopCo will provide a substantially complete draft of the Registration Statement to the Investor for review at least two (2) business days in advance of filing the Registration Statement. Notwithstanding the foregoing, if the SEC prevents TopCo from including any or all of the Shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Shares by the applicable shareholders or otherwise, such Registration Statement shall register for resale such number of Shares which is equal to the maximum number of Shares as is permitted by the SEC. In such event, the number of Shares to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders and as promptly as practicable after being permitted to register additional Shares under Rule 415 under the Securities Act, TopCo shall file a new Registration Statement to register such Shares not included in the initial Registration Statement and cause such Registration Statement to become effective as promptly as practicable consistent with the terms of this Section 7. Unless otherwise agreed in writing by the Investor, the Investor shall not be identified as a statutory underwriter in the Registration Statement unless requested from the staff of the SEC or another regulatory agency; provided, however, that if the SEC requests that the Investor be identified as a statutory underwriter in the Registration Statement, the Investor will have an opportunity to withdraw from the Registration Statement. For purposes of clarification, any failure by TopCo to file the Registration Statement by the Filing Deadline or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve TopCo of its obligations to file or effect the Registration Statement set forth in this Section 7.

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(b)

Prior to the End Date, TopCo shall advise the Investor within three (3) business days (at TopCo's expense): (i) when a Registration Statement or any post-effective amendment thereto has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose; (iii) of the receipt by TopCo of any notification with respect to the suspension of the qualification of the Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (iv) subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading (provided that any such notice pursuant to this Section 7(b)(iv) shall solely provide that the use of the Registration Statement or prospectus has been suspended without setting forth the reason for such suspension). Notwithstanding anything to the contrary set forth herein, TopCo shall not, when so advising the Investor of such events, provide the Investor with any material, nonpublic information regarding TopCo other than to the extent that providing notice to the Investor of the occurrence of the events listed in (i) through (iv) above constitutes material, nonpublic information regarding TopCo. TopCo shall use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable. Upon the occurrence of any event contemplated in clauses (i) through (iv) above, except for such times as TopCo is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a registration statement, TopCo shall use its reasonable best efforts to as soon as reasonably practicable prepare a post-effective amendment to such registration statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Investor agrees that it will immediately discontinue offers and sales of the Shares using a Registration Statement until the Investor receives copies of a supplemental or amended prospectus that corrects the misstatement(s) or omission(s) referred to above in clause (iv) and receives notice that any post-effective amendment has become effective or unless otherwise notified by TopCo that it may resume such offers and sales. If so directed by TopCo, the Investor will deliver to TopCo or, in the Investor's sole discretion destroy, all copies of the prospectus covering the Shares in the Investor's possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Shares shall not apply (x) to the extent the Investor is required to retain a copy of such prospectus in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or in accordance with a bona fide pre-existing document retention policy or (y) to copies stored electronically on archival servers as a result of automatic data back-up.

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(c)

TopCo shall use reasonable best efforts to file all reports necessary to enable the Investor to resell the Subscribed Shares pursuant to the Registration Statement. For as long as the Investor holds Subscribed Shares, TopCo shall use reasonable best efforts to file all reports necessary to enable the undersigned to resell the Subscribed Shares pursuant to Rule 144 of the Securities Act (when Rule 144 of the Securities Act becomes available to the Investor). In addition, in connection with any sale, assignment, transfer or other disposition of the Subscribed Shares by the Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the Subscribed Shares held by the Investor become freely tradable and upon compliance by the Investor with the requirements of this Subscription Agreement, if requested by the Investor, within three (3) trading days, TopCo shall have provided all documentation and instruction required for the transfer agent for the Subscribed Shares (the "Transfer Agent") to remove any restrictive legends related to the book entry account holding such Subscribed Shares, including without limitation, any volume and manner of sale restrictions, and make a new, unlegended entry for such book entry Subscribed Shares sold or disposed of without restrictive legends, provided that TopCo and the Transfer Agent have received from the Investor customary representations and other documentation reasonably requested by (and in form reasonably acceptable to) TopCo and the Transfer Agent in connection therewith. Subject to receipt from the Investor by TopCo and the Transfer Agent of customary representations and other documentation reasonably requested by (and in form reasonably acceptable to) TopCo and the Transfer Agent in connection therewith, if required by the Transfer Agent, TopCo shall cause its counsel to deliver an opinion, in a form reasonably acceptable to the Transfer Agent, to the effect that the removal of such restrictive legends in such circumstances may be effected under the Securities Act. The Investor may request that TopCo remove any legend from the book entry position evidencing its Subscribed Shares following the earliest of such time as such Subscribed Shares have been or are about to be sold or transferred (i) pursuant to an effective Registration Statement, (ii) pursuant to Rule 144, or (iii) under Rule 144(b)(1) or any successor provision without the requirement for TopCo to be in compliance with the current public information requirement under Rule 144 and without volume or manner-of-sale restrictions applicable to the sale or transfer of such Subscribed Shares. If restrictive legends are no longer required for such Subscribed Shares pursuant to the foregoing, TopCo shall, in accordance with the provisions of this section and within five (5) trading days of any request therefor from the Investor accompanied by such customary and reasonably acceptable representations and other documentation referred to above establishing that restrictive legends are no longer required, deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Subscribed Shares. TopCo shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance.

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(d)

If TopCo proposes to register for its own account any of its Shares, or for the account of any holder of Shares (other than the Investor) any of such holder’s Shares, TopCo shall promptly give the Investor written notice of such proposed registration and, subject to TopCo’s obligations under the registration rights agreement to be dated on or around the Closing between TopCo and certain holders of Shares, upon the written request of the Investor given within fifteen (15) calendar days after delivery of such notice, TopCo shall use its reasonable best efforts to include in such registration a pro rata number of the Subscribed Shares based on the number of Shares held by the holder of Shares which would participate in such registration.

(e)

Indemnification

(i)

TopCo agrees to indemnify and hold harmless, to the extent permitted by law, the Investor, its directors, officers, stockholders, partners, employees, agents, and each person who controls the Investor (within the meaning of the Securities Act or the Exchange Act) and each affiliate of the Investor (within the meaning of Rule 405 under the Securities Act) from and against any and all losses, claims, damages, liabilities and reasonable and documented out of pocket costs and expenses (including, without limitation, any reasonable and documented outside attorneys' fees and expenses incurred in connection with defending or investigating any such action or claim) that are caused by or arise out of any untrue or alleged untrue statement of a material fact contained in any Registration Statement, prospectus included in any Registration Statement or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, or supplement thereto, in light of the circumstances under which they were made) not misleading, except insofar as the same are caused by or contained in any information regarding the Investor furnished in writing to TopCo by or on behalf of the Investor expressly for use therein.

(ii)

The Investor agrees, severally and not jointly with any person that is a party to any other subscription agreements with other investors in TopCo, to indemnify and hold harmless, to the extent permitted by law, TopCo, its directors, officers, stockholders, partners, employees, agents and each person who controls TopCo (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and reasonable and documented out of pocket costs and expenses (including, without limitation, reasonable and documented outside attorneys' fees) resulting from any untrue or alleged untrue statement of a material fact contained in the Registration Statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, or supplement thereto, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in (or not contained in, in the case of an omission) any information regarding the Investor so furnished in writing to TopCo by the Investor expressly for use therein. In no event shall the liability of the Investor be greater in amount than the dollar amount of the net proceeds received by the Investor upon the sale of the Subscribed Shares giving rise to such indemnification obligation.

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(iii)

Any person entitled to indemnification herein shall (1) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person's right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, (2) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent. An indemnifying party who elects not to (or is not entitled to) assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of legal counsel to any indemnified party a conflict of interest exists between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such indemnified party or which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

(iv)

The indemnification provided for under this Subscription Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director, stockholder, partner employee, agent, representative, advisor, affiliate or controlling person of such indemnified party and shall survive the transfer of the Subscribed Shares.

(v)

If the indemnification provided under this Section 8(d) from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities, costs and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party's and indemnified party's relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in this Section 7(d), any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 8(d) from any person who was not guilty of such fraudulent misrepresentation. In no event shall the liability of the Investor be greater in amount than the dollar amount of the net proceeds received by the Investor upon the sale of the Subscribed Shares giving rise to such contribution obligation.

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Termination

This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, (x) upon the earliest to occur of (a) such date and time as the Business Combination Agreement is terminated in accordance with its terms without being consummated, (b) the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement, (c) SPAC's and TopCo's notification to the Investor in writing that it has, with the prior written consent of the Company, abandoned its plans to move forward with the Transaction and terminated the Investor's obligations with respect to the subscription without the delivery of the Subscribed Shares having occurred, (d) 15 business days after the Termination Date (as defined in the Business Combination Agreement as in effect on the date hereof), if the Closing has not occurred by such date other than as a result of a breach of Investor's obligations hereunder, or (y) if any of the conditions to Closing set forth in Section 4 of this Subscription Agreement are (i) not satisfied or waived on or prior to the Termination Date (as defined in the Business Combination Agreement as in effect on the date hereof) and (ii) not capable of being satisfied on or prior to such date (the termination events described in clauses (x) and (y) above, collectively, the "Termination Events"); provided that nothing herein will relieve any party from liability for any material breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such material breach. SPAC shall notify the Investor in writing of the termination of the Business Combination Agreement promptly after the termination of such agreement.

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10.

Trust Account

The Investor acknowledges that SPAC is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving SPAC and one or more businesses or assets. The Investor further acknowledges that, as described in SPAC's prospectus relating to its initial public offering dated October 21, 2021 (the "Prospectus") available at www.sec.gov, substantially all of SPAC's assets consist of the cash proceeds of SPAC's initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the "Trust Account") for the benefit of SPAC, its public shareholders and the underwriters of SPAC's initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to SPAC to pay its tax obligations and to fund certain of its working capital requirements, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus.

11.

Miscellaneous

(a)

Neither this Subscription Agreement nor any rights that may accrue to the parties hereunder (other than the Subscribed Shares, if any) may be transferred or assigned without the prior written consent of each of the other parties hereto; provided that, upon written notice to SPAC and TopCo, (i) this Subscription Agreement and any of the Investor's rights and obligations hereunder may be assigned to an affiliate or any fund or account advised or managed by the Investor or the same investment manager or investment advisor as the Investor or by an affiliate (as defined in Rule 12b-2 of the Exchange Act) of such investment manager or investment advisor without the prior consent of the other parties hereto and (ii) the Investor's rights under Section 8 may be assigned to an assignee or transferee of the Subscribed Shares; provided, further, that prior to such assignment any such assignee shall agree in writing to be bound by the terms hereof; provided, that no such assignment shall relieve the Investor of its obligations hereunder if any such assignee fails to perform such obligations.

(b)

SPAC and TopCo may request from the Investor such additional information as SPAC or TopCo may reasonably deem necessary to register the resale of the Subscribed Shares and evaluate the eligibility of the Investor to acquire the Subscribed Shares, and the Investor shall as promptly as reasonably practicable provide such information as may reasonably be requested to the extent readily available and to the extent consistent with the Investor's internal policies and procedures; provided that, each of SPAC and TopCo agree to keep any such information provided by the Investor confidential except (i) as required by applicable federal securities laws or pursuant to a request by competent regulatory authorities or (ii) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the applicable regulations of any national securities exchange on which SPAC's or TopCo's securities are listed for trading. The Investor acknowledges and agrees that if it does not provide TopCo with such requested information, TopCo may not be able to register the Subscribed Shares for resale pursuant to Section 8 hereof. The Investor acknowledges that SPAC and TopCo may file a form of this Subscription Agreement that does not identify the Investor with the SEC as an exhibit to a periodic report or a registration statement of SPAC or TopCo.

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(c)

The Investor acknowledges that SPAC, TopCo and the Company will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Subscription Agreement. Prior to the Closing, each party hereto agrees to promptly notify the other parties hereto if any of their respective acknowledgments, understandings, agreements, representations and warranties set forth in Section 6 or Section 7, as applicable, above are no longer accurate in any material respect (other than those acknowledgments, understandings, agreements, representations and warranties qualified by materiality, in which case such party shall notify the other parties hereto if they are no longer accurate in any respect). Each party hereto acknowledges and agrees that the purchase by the Investor of Subscribed Shares from TopCo will constitute a reaffirmation of the Investor's acknowledgments, understandings, agreements, representations and warranties herein (as modified by any such notice) by the Investor as of the time of such purchase.

(d)

SPAC, TopCo, and the Company are each entitled to rely upon this Subscription Agreement and each is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby; provided, however, that the foregoing clause of this Section 11(d) shall not give the Company any rights other than those expressly set forth herein and, without limiting the generality of the foregoing and for the avoidance of doubt, in no event shall the Company be entitled to rely on any of the representations and warranties of SPAC and TopCo set forth in this Subscription Agreement. The Investor is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby; provided, however, that the foregoing clause of this Section 11(d) shall not give the Investor any rights other than those expressly set forth herein.

(e)

The Investor hereby acknowledges and agrees that from the date of this Subscription Agreement until the Closing (or the earlier termination of this Subscription Agreement in accordance with its terms), it will not, nor will any person acting at the Investor's direction or pursuant to any understanding with Investor (including Investor's controlled affiliates), directly or indirectly, offer, sell, pledge, contract to sell, sell any option in, or engage in hedging activities or execute any Short Sales with respect to, any Subscribed Shares or any securities of SPAC or any instrument exchangeable for or convertible into any Shares or any securities of SPAC. For the purposes hereof, "Short Sales" shall include, without limitation, all "short sales" as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), including through non-U.S. broker dealers or foreign regulated brokers. The Investor acknowledges its obligations under the U.S. federal securities laws, including with respect to any applicable restrictions on trading in the Subscribed Shares or any securities of SPAC. For the avoidance of doubt, this Section 11(e) shall not apply to any sale (including the exercise of any redemption right) of securities of SPAC (x) held by the Investor, its controlled affiliates or any person or entity acting on behalf of the Investor or any of its controlled affiliates prior to the execution of this Subscription Agreement or (y) purchased by the Investor, its controlled affiliates or any person or entity acting on behalf of the Investor or any of its controlled affiliates in open market transactions after the execution of this Subscription Agreement. Notwithstanding the foregoing, (i) nothing herein shall prohibit any entities under common management with the Investor that have no knowledge of this Subscription Agreement or of the Investor's participation in the transactions contemplated hereby (including the Investor's controlled affiliates or other affiliates) from entering into any Short Sales; (ii) in the case of an Investor that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor's assets and the portfolio managers have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Investor's assets, this Section 11(e) shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Subscribed Shares.

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(f)

All of the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing until the expiry of the applicable statute of limitations. For the avoidance of doubt, unless this Agreement has been terminated prior to Closing, all representations, warranties, covenants and agreements of the parties hereunder shall survive the consummation of the Transaction and remain in full force and effect until the expiry of the applicable statute of limitations.

(g)

This Subscription Agreement may not be amended, modified, waived or terminated (other than pursuant to the terms of Section 9 above) except by an instrument in writing, signed by each of the parties hereto, provided, however, that no modification or waiver by SPAC or TopCo of the provisions of this Subscription Agreement shall be effective without the prior written consent of the Company (other than modifications or waivers that are solely ministerial in nature or otherwise immaterial and do not affect any economic or any other material term of this Subscription Agreement). No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder.

(h)

This Subscription Agreement (including the schedule hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof. Except as set forth in Section 8(d), and Section 12 with respect to the persons specifically referenced therein, this Subscription Agreement shall not confer any rights or remedies upon any person other than the parties hereto, and their respective successors and assigns, and the parties hereto acknowledge that such persons so referenced are third-party beneficiaries of this Subscription Agreement with right of enforcement for the purposes of, and to the extent of, the rights granted to them, if any, pursuant to the applicable provisions.

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(i)

Except as otherwise expressly provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns.

(j)

Where any obligation, warranty or undertaking in this Subscription Agreement is expressed to be made, undertaken or given by SPAC or TopCo, SPAC, TopCo and the Company shall jointly and severally (i) be liable for and make such obligation, warranty or undertaking and (ii) be liable for the obligations of each other under this Subscription Agreement.

(k)

If any provision of this Subscription Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.

(l)

This Subscription Agreement may be executed in one or more counterparts (including by facsimile or electronic mail or in .pdf) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

(m)

The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Subscription Agreement, without posting a bond or undertaking and without proof of damages, to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise.

(n)

This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of New York (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof) as to all matters (including any action, suit, litigation, arbitration, mediation, claim, charge, complaint, inquiry, proceeding, hearing, audit, investigation or reviews by or before any governmental entity related hereto), including matters of validity, construction, effect, performance and remedies.

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(o)

Each party hereto hereby, and any person asserting rights as a third-party beneficiary may do so only if it, irrevocably agrees that any action, suit or proceeding between or among the parties hereto, whether arising in contract, tort or otherwise, arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Subscription Agreement or any related document or any of the transactions contemplated hereby or thereby ("Legal Dispute") shall be brought only to the exclusive jurisdiction of the courts of the State of New York sitting in the borough of Manhattan in the City of New York, New York, or the United States District Court for the Southern District of New York, and each party hereto hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute that is filed in accordance with this Section 11(o) is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each party hereto and any person asserting rights as a third-party beneficiary may do so only if it hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such party is not personally subject to the jurisdiction of the above named courts for any reason, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such party's property is exempt or immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum, or (e) the venue of such action, suit or proceeding is improper. A final judgment in any action, suit or proceeding described in this Section 11(o) following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable laws. EACH OF THE PARTIES HERETO AND ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY MAY DO SO ONLY IF IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

(p)

Any notice or communication required or permitted hereunder to be given to a party hereto shall be in writing and either delivered personally, emailed or sent by overnight mail via a reputable overnight carrier to such address(es) or email address(es) set forth on the signature page hereto, and shall be deemed to be given and received (i) when so delivered personally, or (ii) when sent, with no mail undeliverable or other rejection notice, if sent by email.

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12.

Non-Reliance and Exculpation

The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation, warranty or other information made or provided by any person, firm or corporation, other than the statements, representations and warranties of SPAC, TopCo and the Company expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in TopCo. For purposes of this Subscription Agreement, "Non-Party Affiliates" means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of SPAC, TopCo, the Company or any of SPAC's, TopCo's or the Company's respective controlled affiliates or any family member of the foregoing.

13.

Disclosure

SPAC shall, by 9:00 a.m., New York City time, or as soon as reasonably possible thereafter, on the first (1st) business day immediately following the date of this Subscription Agreement, issue one or more press releases or file with the SEC a Current Report on Form 8-K (collectively, the "Disclosure Document") disclosing all material terms of the transactions contemplated hereby and by the Other Subscription Agreements, the Transaction and any other material, nonpublic information that SPAC has provided to the Investor at any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document, to the knowledge of SPAC, the Investor shall not be in possession of any material, non-public information received from SPAC or any of its officers, directors, or employees or agents, and the Investor shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral, with SPAC relating to the transactions contemplated by this Subscription Agreement. Notwithstanding anything in this Subscription Agreement to the contrary, neither TopCo nor SPAC shall publicly disclose the name of the Investor, its investment advisor or any of their respective affiliates or advisers, or include the name of the Investor, its investment advisor or any of their respective affiliates or advisers in any press release or in any filing with the SEC or any regulatory agency or trading market, in each case, without the prior written consent of the Investor, except (i) as required by applicable federal securities laws or pursuant to a request by competent regulatory authorities, (ii) to the extent such disclosure is required by applicable law, at the request of the staff of the SEC or regulatory agency or under the applicable regulations of any national securities exchange on which SPAC's and/or TopCo's securities are listed for trading or (iii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 13.

14.

Short Form SPA

The parties hereto acknowledge that the Short Form SPA (as defined in Schedule 1) is for the purpose of filings with tax and other relevant governmental authorities. In the event of any inconsistencies between this Subscription Agreement and any Short Form SPA, the terms of this Subscription Agreement shall prevail as between any parties.

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[SIGNATURE PAGES FOLLOW]

- 30 -

Schedule 1

Closing Obligations in respect of the Transfers

Investor’s Obligations

At the closing of each of the Transfers, the Investor shall execute and/or deliver and/or make available to TopCo:

(a)

a copy of the resolutions of the shareholders of STG approving such Transfer executed by the Investor; provided that a reasonable form has been provided to the Investor no later than five (5) business days in advance of Closing;

(b)

a copy of the resolutions of the board of directors of STG approving such Transfer executed by the directors of STG appointed by the Investor; provided that a reasonable form has been provided to the Investor no later than five (5) business days in advance of Closing; and

(c)

a copy of the short form share transfer agreement in a form agreed between the parties hereto (the “Short Form SPA”) (or if no such form is agreed, a reasonable form prepared by the Investor) executed by the Investor in relation to such Transfer.

TopCo’s and Company’s Obligations

At Closing, TopCo or the Company shall deliver or make available to the Investor:

(a)

a copy of the waiver of the pre-emptive rights in respect of the STG Shares executed by the Company;

(b)

a copy of the resolutions of the shareholders of STG approving the First Transfer executed by the Company;

(c)

a copy of the resolutions of the board of directors of STG approving the First Transfer executed by the directors of STG appointed by the Company;

(d)

a copy of the Short Form SPA in relation to the First Transfer executed by the TopCo; and

(e)

a copy of the updated shareholders’ register of STG reflecting the First Transfer.

At the closing of the Second Transfer, TopCo or the Company shall deliver or make available to the Investor:

(a)

a copy of the resolutions of the shareholders of STG approving the Second Transfer executed by each of the Company and TopCo;

(b)

a copy of the resolutions of the board of directors of STG approving the Second Transfer executed by the directors of STG appointed by the Company or TopCo;

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(c)

a copy of the Short Form SPA in relation to the Second Transfer executed by the TopCo; and

(d)

a copy of the updated shareholders’ register of STG reflecting the Second Transfer.

At the closing of the Third Transfer, TopCo or the Company shall deliver or make available to the Investor:

(a)

a copy of the resolutions of the shareholders of STG approving the Third Transfer executed by each of the Company and TopCo;

(b)

a copy of the resolutions of the board of directors of STG approving the Third Transfer executed by the directors of STG appointed by the Company or TopCo;

(c)

a copy of the Short Form SPA in relation to the Third Transfer executed by the TopCo; and

(d)

a copy of the updated shareholders’ register of STG reflecting the Third Transfer.

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IN WITNESS WHEREOF, the Investor has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set forth below.

Name of Investor:		State/Country of Formation or Domicile:

By:	/s/ Mak Tszming

Name:

Title:

Date: __________, 2024

Business Address-Street:

City, Zip:

Attn:		Attn:

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IN WITNESS WHEREOF, SPAC, TopCo and the Company have accepted this Subscription Agreement as of the date set forth below.

PEGASUS DIGITAL MOBILITY ACQUISITION CORP.

By:	/s/ F. Jeremey Mistry
Name:
Title:

Date: __________, 2024

Address:

Email address:

Attn:

PEGASUS TOPCO B.V.

By:	/s/ Stefan Berger
Name:
Title:

Date: __________, 2024

Address:

Email address:

Attn:

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GEBR. SCHMID GMBH

By:	/s/ Christian Schmid	/s/ Anette Schmid
Name:
Title:

Date: __________, 2024

Address:

Email address:

Attn:

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Exhibit 99.1

Pegasus Digital Mobility Acquisition Corp. Announces Revaluation of its Business Combination with Gebr. Schmid Group and the Entering Into Related Agreements

GREENWICH, CT (January 29, 2024) -- Pegasus Digital Mobility Acquisition Corp. (NYSE: PGSS.U) (the "Company"), a special purpose acquisition company founded by StratCap Investment Management, LLC, formerly Strategic Capital Fund Management, LLC ("StratCap"), today announced that it has together with Pegasus Topco B.V., a Dutch private limited liability company and wholly-owned subsidiary of Pegasus ("TopCo") entered into an amendment to the business combination agreement with Gebr. Schmid Group ("Schmid"). In addition, the Company has entered into an amendment of the shareholders' undertaking agreement with Anette Schmid and Christian Schmid. Pursuant to the amendments, the parties agreed to extend the time for the business combination closing to April 30, 2024 and also agreed to reduce the number of shares to be issued to the shareholders of Schmid at the closing of the business combination to 28,725,000 shares.

In connection with these changes, an earn-out agreement has been agreed which awards 2,500,000 TopCo shares to Anette Schmid and Christian Schmid should the share price of the combined company reach or exceed USD 15.00 after the closing of the business combination and an additional 2,500,000 TopCo shares should the share price of TopCo reach or exceed USD 18.00 after the closing of the business combination. The earn-out agreement has a three (3) year term.

In addition, the Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (the "Sponsor") has agreed to transfer 2,000,000 private placement warrants to Anette Schmid and Christian Schmid (in equal parts) at the date of the closing of the business combination.

In addition, the Sponsor and certain directors and officers of Pegasus have undertaken towards TopCo that, subsequent to the closing of the business combination, they will (i) only exercise the remaining 7,750,000 private placement warrants on a "cashless basis" in accordance with the terms of the private placement warrants, and (ii) exercise the private placement warrants on a "cashless basis" in accordance with the terms of the private placement warrants when the reference price as defined in the warrant agreement reaches USD 18.00 (unless the private placement warrants have been exercised or redeemed before).

In addition, Pegasus, Schmid and TopCo entered into a subscription agreement with XJ Harbour HK Limited ("XJ") (the "XJ Subscription Agreement") according to which XJ agreed to in stages transfer its 24.1% equity interest in Schmid Technology (Guangdong) Co., Ltd., a subsidiary of Schmid, to TopCo for consideration amounting to (i) 1,406,361 TopCo shares to be allotted to XJ at the time of the completion of the business combination, (ii) a EUR 10 million payment to XJ from TopCo at the completion of the business combination, (iii) a EUR 5 million payment to XJ from TopCo within 270 days from the day of the completion of the business combination and (iv) a EUR 15 million payment (plus an interest in respect thereof at an annual rate of 6% from the completion of the business combination to the date of payment) to XJ from TopCo within 455 days from the day of the completion of the business combination.

The completion of the business agreement is currently expected towards the end of the first quarter of 2024.

FORWARD-LOOKING STATEMENTS

This press release contains statements that constitute "forward-looking statements." All statements other than statements of historical fact included in this press release are forward-looking statements. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the "Risk Factors" section of the Company’s registration statement and final prospectus for the offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

About Pegasus Digital Mobility Acquisition Corp.

The Company is a blank check company incorporated as a Cayman Islands exempted entity. The Company was founded by StratCap, an investment management organization focused on digital economy investments. The Company is a special purpose acquisition company formed for the purpose of effecting a business combination with one or more businesses.

CONTACT

Investor Relations

investor-relations@pegasusdm.com

Exhibit 99.2

Investor Presentation January 2024 1

DISCLAIMER 2 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL. THIS PRESENTATION IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. This presentation (together with any oral statements made in connection herewith, the “Presentation”) is exclusively for the benefit and internal use of the recipient and solely as a preliminary basis for discussion. This Presentation has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between Pegasus Digital Mobility Corporation, a Cayman Islands exempted company (“Pegasus”) and Gebr. Schmid GmbH, a German limited liability company (together with its consolidated subsidiaries, the “Company”, the “Group” or the “SCHMID Group”) and related transactions (the “Business Combination”) and for no other purpose. This Presentation does not purport to be comprehensive or all-inclusive and is for information purposes only and is being delivered for the sole purpose of assisting recipients in determining whether to proceed with a further investigation of the proposed Business Combination. It does not purport to contain all of the information that may be required to make a full analysis of the SCHMID Group or the Business Combination. This Presentation is based on information which have not been independently verified or audited. Any estimates and projections contained herein involve significant elements of subjective judgment and analysis, which may or may not be correct, to the fullest extent permitted by law, in no circumstances will Pegasus and the SCHMID Group, or any of their respective subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents, provide any guarantee, representation or warranty (express or implied) or assume any responsibility with respect to the authenticity, origin, validity, accuracy or completeness of the information and data contained herein or assumes any obligation for damages, losses or costs (including, without limitation, any direct or consequential losses) or losses of profit resulting from any errors or omissions in this Presentation, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Changes and events occurring after the date hereof may, therefore, affect the validity of the information, data and /or conclusions contained in this Presentation and neither the SCHMID Group nor Pegasus assume any obligation to update and / or revise this Presentation or the information and data upon which it has been based. You should not consider any information in this Presentation to be legal, investment, business, tax or accounting advice or a recommendation. You should consult your own attorney, accountant, business advisor, financial advisor and tax advisor for legal, investment, business, tax and accounting advice regarding any of the proposed transactions presented in or in connection with this Presentation. By accepting this Presentation, you confirm that you are not relying upon the information contained herein to make any decision. The distribution of this Presentation in certain jurisdictions may be restricted by law and, accordingly, recipients of this Presentation represent that they are able to receive this Presentation without contravention of any unfulfilled registration requirements or other legal restrictions in the jurisdiction in which they reside or conduct business. Forward-LookingStatements This Presentation contains certain forward-looking statements with respect to the proposed Business Combination, including statements regarding the benefits of the transaction, the anticipated timing of the transaction, the services offered by the SCHMID Group and the markets in which it operates, and the SCHMID Group’s projected future results. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements involve predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Presentation, including but not limited to those outlined in the press releases published by Pegasus on July 10, 2023 and January 29, 2024 and filed with the SEC under the heading “Cautionary Statement Regarding Forward-Looking Information”. The forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the SCHMID Group and Pegasus assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, nor do they give any assurance that either the SCHMID Group or Pegasus will achieve their expectations. Preliminary Financial Information ThePresentation includes preliminary financial information and financial information prepared in accordance with International Financial Reporting Standards as adopted by the International Accounting Standards Board (“IFRS”). In addition, this Presentation includes certain financial metrics such as EBITDA which are not defined under IFRS. These measures are an addition, and not a substitute for or superior to, measures of financial performance prepared in accordance with IFRS and should not be considered as an alternative to net income, operating income or any other performance measures. The SCHMID Group and Pegasus believe that these additional financial metrics (including on a forward-looking basis) provide useful supplemental information about the Group. Use of Projections Any financial information in this Presentation (including specifically the projections) that are forward-looking statements are based on estimates and assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond the SCHMID Group’s and Pegasus’s control. Such information and projections are necessarily speculative and involve increasingly higher levels of uncertainty the further out the projection extends from the date of preparation. The assumptions and estimates underlying the projected results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections. All subsequent written and oral forward-looking statements concerning the SCHMID Group and Pegasus, the proposed Business Combination or other matters and attributable to the SCHMID Group and Pegasus or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. The information contained in this Presentation is provided as of the date of this Presentation and is subject to change without notice. Date

DISCLAIMER 3 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL. THIS PRESENTATION IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. Trademarks Pegasus and SCHMID Group own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This Presentation may also contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in this Presentation is not intended to, and does not imply, a relationship with SCHMID Group or Pegasus, or an endorsement or sponsorship by or of SCHMID Group or Pegasus. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM, © or ® symbols, but such references are not intended to indicate, in any way, that Pegasus or SCHMID Group will not assert, to the fullest extent under applicable law, their rights or the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights. Industryand Market Data In addition, this Presentation includes certain data and other information from third-party sources. While the SCHMID Group and Pegasus believe that these sources are reliable, neither the SCHMID Group nor Pegasus nor any of their advisers has independently verified the data contained therein. Accordingly, undue reliance should not be placed on any of the third-party statistics, data and other information contained in the Presentation. All information not separately sourced is from the SCHMID Group’s and Pegasus’s data and estimates. No Offer or Solicitation This Presentation does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. ThePresentation and the information contained herein are not an offer of securities for sale in the United States. Any securities described herein have not been and will not be registered under the under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and may not be offered or sold in the United States except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the U.S. Securities Act. This presentation and its contents have not been approved by the UK Financial Conduct Authority or an authorized person (as defined in the Financial Services and Markets Act 2000 (the "FSMA")) for distribution. This presentation is only being distributed to and is only directed to (i) persons outside the United Kingdom; (ii) investment professionals falling within Article 19(5) of the Financial Services and Market Act 2000 (Financial Promotion) Order 2005 (the "Order"); (iii) high net worth entities, and other persons to whom it may be lawfully communicated, falling within Article 49(2) (a) to (d) of the Order; and (iv) any other person to whom it may otherwise lawfully be made in accordance with the Order (all such persons being referred to as "relevant persons"). Any investment activity to which this communication may relate is only available to, and any invitation, offer or agreement to engage in such investment activity will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this presentation or any of its contents. The recipients of this presentation should not engage in any behavior in relation to qualifying investments or related investments (as defined in the FSMA and the Code of Market Conduct made pursuant to FSMA) which would or might amount to market abuse for the purposes of FSMA. In member states of the European Economic Area ("EEA"), the Presentation is directed only at persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129. The Presentation must not be acted on or relied on in any member state of the EEA by persons who are not qualified investors. Any investment or investment activity to which the Presentation relates is available only to qualified investors in any member state of the EEA. UK MiFIR professionals/ECPs only eligible counterparties and professional clients only (all distribution channels). MiFID II professionals/ECPs only eligible counterparties and professional clients (all distribution channels). Additional Information In connection with the proposed Business Combination, Pegasus TopCo B.V. is expected to file with the SEC a registration statement on Form F-4 containing a preliminary proxy statement of Pegasus and a preliminary prospectus and, after the registration statement is declared effective, Pegasus will file a definitive proxy statement and definitive prospectus relating to the proposed Business Combination and will mail such definitive proxy statement/prospectus and other relevant materials to its shareholders. This Presentation does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. Pegasus’s shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the proposed Business Combination, as these materials will contain important information about SCHMID Group, Pegasus TopCo B.V., Pegasus and the Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials for the proposed Business Combination will be mailed to shareholders of Pegasus as of a record date to be established for voting on the proposed Business Combination. Shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement, prospectus and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: investor-relations@pegasusdm.com

1864 Founded in Germany 5 th Generation Family-Owned & Managed ~800 Employees ~150 Scientists & Engineers 2 Production Facilities in Germany & China >25% 2024E Recurring EBITDA Margin2 32,000 Sq. Ft. Lab & Prototyping Facility 5 Global Sales & Service Centers 100+ Patents And Industrial Property Rights >40% 2021A-2024E Revenue CAGR2 1960s Began Serving Electronics Industry €5Bn 2024E Total Addressable Market1 SCHMID AT A GLANCE 4 1) Total Addressable Market (“TAM”) reflects Total PCB Equipment TAM of €5.3 billion in 2024E per Prismark Partners LLC. 2) Estimates and assumptions are based on currently available information and expectations of management, actual results may differ. Financial information presented here reflects IFRS figures. See page 18 and “Preliminary Financial Information” in Disclaimer for additional information.

SCHMID & PEGASUS: JOINT FORCES FOR SUCCESS − CEO & Chairman SCHMID Group joined 1998 − CEO of SCHMID Group since 2000 − Board positions at Schweizer Electronic AG, a stock listed company − China trade award and the first German Chairman of a stock-listed company in Taiwan Dipl. Wirtsch-Ing. (FH) Helmut Rauch − COO SCHMID Group joined 1994 − COO of SCHMID Group since 1997 − SAP introduction in 1996 − Build up China entity in 2003 (100% ownership) Prof. Dr. Sir Ralf Speth FRS FREng KBE − Chief Executive Officer and Chairman − 40+ years experience − Member of the BoD of Tata Sons − Non-executive director and vice-chairman of the board of Jaguar-Land Rover, former SCHMID Leadership Team Pegasus Team Dipl. –Kffr. Julia Natterer − CFO SCHMID Group joined 2021 − 2010 – 2020 Director Finance & Controlling at SUESS MicroTec SE, − Former Certified Public Accountant (CPA) and Tax Advisor at KPMG Laurent Nicolet − Vice President Electronics joined 2006 − 2000 – 2006 CTO Multek (USA, DE, China) − 1988 – 2000: CTO of Cicorel, PCB manufacturing in Switzerland − 1982 – 1988: CTO of Seprolec, PCB manufacturing Dr. Christian Buchner − Vice President Photovoltaics joined 2004 − 2004 – 2009 CEO of SCHMID Technologies Niedereschach − 1996 – 2004 CEO of Heidelberg Instruments Dr. Stefan Berger − Chief Investment Officer − 15+ years experience − Former Director of Electrification at Jaguar-Land Rover − Served as Vice President to the Chairman’s Office at Tata Sons Dipl.Ing. (FH) Thomas Widmann − Vice President R&D and Engineering joined 1999 − 1999 – 2020: Vice President Electrical Engineering − 1998 – 1999: Software developer at HOMAG − 1992 – 1998: Software developer at ARBURG F. Jeremey Mistry − Chief Financial Officer − 20+ years experience − Co-Founder, Pali Hill Capital Management (venture capital & advisory) − Former Head of Industrials/ Automotive sector investment banking, Morgan Stanley (India) Dipl. Wirtsch-Ing. (FH) Christian Schmid 5

INVESTMENT HIGHLIGHTS Manufacturing higher spec devices, cost efficiently in a more environmentally friendly manner while shortening global supply chains Public Listing SCHMID Solutions Well-Positioned Strong Financials Compelling Valuation New ET (Embedded Trace) process and production lines deliver a complete solution >40% 2021A – 2024E Revenue Growth Est.1 >25% 2024E Recurring EBITDA Margin1 Free Cash Flow Positive in 2024E 1 13.2x 2024E EBITDA1 vs. average comps at 16x2 SCHMID expects to outpace strong industry growth given the increasing penetration of its next gen technology and a close cooperation with industry-leading OEMs Validation as public company facilitates the pursuit of larger scale deployments with its blue-chip, global customers Proceeds to fund working capital and growth. Key Industry Challenge SCHMID is a global supplier of proprietary, industry leading capital equipment levering its core expertise in surface treatment. It supports manufacturers of printed circuit boards and panel level packaging, photovoltaics and specialty glass. Emerging markets include green energy and hydrogen 6 1) Estimates and assumptions are based on currently available information and expectations of management, actual results may differ. Financial information presented here reflects IFRS figures. See pages 18, 20 and “Preliminary Financial Information” in Disclaimer for additional information, reported figures. 2) See page 21 and 22 for additional information on valuation.

KEY GROWTH INITIATIVES 7 SCHMID is particularly well-positioned to capitalize on industry trends and outperform peers by levering deep-rooted know-how around surface treatment processes and equipment Continued penetration of high-end PCB and packaging solutions in the overall market, benefitting our existing semi-additive (SAP/mSAP) process solutions Introduction of Embedded Trace technology enabling more advanced technical designs with significant environmental benefits Major growth opportunities in new end markets like Automotive Levering of existing technological know how to new industries like hydrogen / fuel cell applications

GO-TO-MARKET Long-standing, strong customer relationships, including partnerships with customers’ customers, driving demand pull Proven track record in delivering disruptive technology solutions for OEMs, creating competitive moats Technology Center Modular Approach High Touch Service Responsible Partner Early technology insights gained through customer relationships Development accelerated through cooperative network of industry partners and research institutes Fast transfer from R&D to industrial application, and ramp to high volume manufacturing Capture high-margin licensing revenues Unique modular approach to design and manufacturing reduces lead times, improves reliability, lowers costs, while maintaining a high level of customization for customers SCHMID products benefit volume manufacturers as a single line can easily be used to produce a variety of products Our success is based on the knowledge and commitment of our employees, together we stand for “We are SCHMID” Global network delivers proximity to customers Partnership with all stakeholders R&D geared towards helping our customers achieve their CO2 neutrality targets Customer & OEM Relationships 8

ILLUSTRATIVE EV END MARKET APPLICATIONS 9 Flexible PV for Car Roofs (Solar Cell & Thin Film) Radar Systems for Autonomous Driving (High Frequency Applications) Interior Design (Metal Etching) PV for Charging Situation (Solar Cell & Module) Display (Anti-Glare) Communication 5G (Packaging + HDI) EV-Battery (Nano Silicon Anode Material) Processor (Packaging) LED Lighting (Etching Thick Copper) High-Power Solutions (Etching Thick Copper) VRB for Stationary Energy Storage (Full Battery Know How)

CASE STUDY OF SCHMID GO-TO-MARKET Manufacturing solution for textured rear side glass SCHMID worked closely with mobile phone manufacturers… …to apply PV silicon wafer & PCB wet blasting technology to glass… …repurposing significant percentage of existing components… …to develop manufacturing process for textured glass allowing wireless charging while maintaining the elevated look and feel of a metal back. First Contract Start of Sampling Design Freeze Pilot Line Delivered 1 st HVM Delivery 80 HVM Systems Delivered Jun ‘19 Jul ‘19 Sep ‘19 Oct ‘19 Jan ‘20 Aug ‘20 Jun ‘19 Specs Received Aug ‘19 Optimization Design Freeze HVM Nov ‘19 Dec ‘19 P/O HVM Timeline 1 0 PV cells Anti-Glare Textured Glass SCHMID Production Lines Technology Center Customer & OEM Relationships + + CHALLENGE SCHMID SOLUTION SCHMID developed a unique manufacturing solution for the textured back covers for one of the leading mobile phone manufacturers Modular Approach

SCHMID leveraged its long-standing expertise in glass while repurposing exisiting equipment to develop manufacturing solutions for a Tier-1 semiconductor company’s glass substrate initiative CASE STUDY OF SCHMID GO-TO-MARKET Manufacture of next-gen glass substrates for high-end compute SCHMID is working closely with Tier-1 semiconductor companies to assist in developing production solutions for their revolutionary glass substrates for advanced packaging… …combining experience from anti-glare texturing, cleaning and etching in flat panel display and photovoltaic glass with traditional integrated circuit substrate manufacturing technology and adapting to glass interposer… ....to allow for better performamance at lower cost than current stop gap fan out method interposer, enabling high-end applications like AI and CoWoS (Chip on Wafer on Substrate). Technology Center Customer & OEM Relationships + + CHALLENGE SCHMID SOLUTION Modular Approach 1 1 ....using existing equipment while changing the process sequence... “Intel Unveils Industry-Leading Glass Substrates to Meet Demand for More Powerful Compute” — Press Release September 18, 2023 Organic Interposer Glass Interposer

CASE STUDY OF SCHMID GO-TO-MARKET Expand into the hydrogen market SCHMID is working closely with leading institutes and manufactures for fuel cells and electrolysers, including Tier-1 automotive suppliers… …leveraging 25 years of expertise in the photo chemical etching and adapting to bipolar plates of fuel cells and electrolysers… SCHMID has a history of entering new markets by levering its core competence around surface treatment …to introduce modular production equipment for bipolar plates, central part of stack electrolysers and fuel cells. …combing existing technologies to meet the specification of the different manufacturing methods… Technology Center + + CHALLENGE SCHMID SOLUTION Modular Approach 1 2 Electrolyser Stack Etched Metal Sheet Etched Bipolar Plate Customer & OEM Relationships

ET: ENABLING PCB/PACKAGING TECHNOLOGY ROADMAPS − Narrower line widths, increased numbers of I/Os, higher aspect ratios, new materials all at acceptable costs and yields − Improved supply security and shorter lead times through near shoring − Achievement of CO2 reduction goals and greener manufacturing as demanded by end customers NEEDS...… PROBLEM...… − Current manufacturing techniques are hitting limitations to further miniaturization, increased complexity, and more advanced physical properties SOLUTION...… − SCHMID’s new ET technology unlocks this roadmap Illustrative OEMs Illustrative Volume Manufacturers 1 3 Roadmap Advanced packaging Industry / minimum values high volume manufacturing (HVM) Pathway 1D to 3D Semiconductor Packaging

TECH BENEFITS OF EMBEDDED TRACE 1 4 20-30%1 less electrical losses ~40%1 higher integration ~50%1 improved thermal properties Replacement of laser vias Less power consumption Leading to longer battery lifetime Supporting new IC architectures by bridging the gap between IC and PCB I/Os Higher yield in manufacturing including design independent product run time ENABLING Offering new electrical design possibilities changing the rules of routing Design 10/10 traditional Design 10/10 ET 1) Technical benefits of SCHMID’s enhanced production process for ET based on company estimates for illustrative customer deployments relative to traditional processes. Actual results may differ.

ECO BENEFITS OF EMBEDDED TRACE ~30%1 Reduction in CO2 emissions ~70%1 Reduction in water consumption ~40%1 Reduction in chemicals consumed ~30%1 Reduction in energy required Urban Fabs can be located in Europe, the US and SE Asia by meeting environmental standards Greener PCB & Substrates help deliver lower carbon footprint to meet end-customer demand Total Cost of Ownership advantage over current processes ENABLING Apple Committed to Carbon Neutrality by 20302 As PCB and substrate manufacture are today’s second largest carbon contributor, ET is a key enabling technology for Apple to meet its goal 1 5 1) Environmental benefits of SCHMID’s enhanced production process for ET based on company estimates for illustrative customer deployments relative to traditional processes. Actual results may differ. 2) Source: Apple 2023 Environmental Progress Report.

ABF Lamination Sputtering Cu Layer Resist Lamination Exposure Etching Cu hole Deep etch holes Resist lamination Developing Developing & flash etch Seed layer sputtering Exposure Traces & via filling Planarization TYPICAL FAB SCHEMATIC Vacuum PlasmaLine Automation InfinityLine A+ Wet Process Infinity C+ Line Infinity V+ Line Infinity P+ Line CMP 1 6 CMP 1) Penetration opportunity for SCHMID based on company estimates. Actual results may differ. ET drives significant penetration opportunity for SCHMID from 30% of the equipment CapEx spending in traditional fab to over 90% in an ET fab1 Deep etching (hole & tranche)

PENETRATION TRENDS DRIVING SCHMID GROWTH 1 7 PCB Finish Board Production Area1 – Million Square Meters (MSM) Total PCB Equipment Market Size (€m)1 − Higher end panels are outpacing commoditized boards and are growing at approximately twice the rate − Within higher end panels, traditional substractive processes have and continue to be replaced by additive mSAP/SAP, where SCHMID has high share − Moving forward, we believe some production will utilize ET, where SCHMID has the sole solution currently − A typical fab with 170,000 m2 6-layer panel capacity moving to ET represents less than 0.05% of the 2022A total PCB finish board production area – however, this represents a significant revenue opportunity for SCHMID given the $450 million capital budget for a typical fab, of which SCHMID’s ET equipment covers 90% − Anticipated new greenfield projects will be increasingly located outside of China to reduce supply chain risks 2017A 2022A 2027E 2% CAGR +34 MSM 4% CAGR +83 MSM +100 MSM increase in PCB finish board production area from 2017A-2027E with SCHMID’s focus segments growing at 5% CAGR 1) PCB Finish Board Production Area and Total PCB Equipment Market Size data from Prismark Partners LLC. 2) SCHMID’s view of the market based on Company estimates. Estimates and assumptions are based on currently available information and expectations of management, actual results may differ. Panel Type MSM Commodity 178 Flex 57 4-6 Layers 108 8-16 Layers 14 18+ Layers 1 HDI 20 Package Substrate 9 Total: 388 MSM Total: 422 MSM Total: 504 MSM Panel Type MSM Commodity 169 Flex 63 4-6 Layers 137 8-16 Layers 22 18+ Layers 1 HDI 19 Package Substrate 14 Panel Type MSM Commodity 189 Flex 80 4-6 Layers 166 8-16 Layers 27 18+ Layers 2 HDI 24 Package Substrate 16 Type 2019A 2020A 2021A 2022E 2023E 2024E 2025E 2026E CAGR Commodity €417 €419 €519 €520 €543 €568 €594 €620 6% Flex 654 648 804 820 860 902 946 993 6% Multilayer 1,369 1,370 1,700 1,707 1,804 1,907 2,016 2,131 7% HDI 551 549 682 690 730 773 819 867 7% Package Substrate 796 774 961 996 1,053 1,113 1,177 1,245 7% Total €3,786 €3,760 €4,666 €4,733 €4,991 €5,263 €5,552 €5,856 6% Focus Segments SCHMID’s View of the Market2

FINANCIALS UNDERPINNED BY PROFITABLE GROWTH 1 8 1) Financial information presented here reflects IFRS figures. See “Preliminary Financial Information” in Investor Presentation Disclaimer for additional information. Estimates and assumptions are based on currently available information and expectations of management, actual results may differ. 2) 2021A and 2022A EBITDA figures are from the audited financial statements. 2023E and 2024E are EBITDA estimates adjusted for (a) one-time effects in 2023 and (b) costs in relation to the merger with Pegasus and preparations for a New York Stock Exchange listing. Recurring EBITDA reconciliation provided on page 26. (€3) €20 €20 €35 €39 €95 €90 €130 Revenue (€m)1 Recurring EBITDA (€m) 1,2 2021A 2022A 2023E 2024E 2021A 2022A 2023E 2024E 21% 22% 27% Recurring EBITDA Margin (%)

Note: Financial information presented here reflects IFRS figures. See “Preliminary Financial Information” in Disclaimer for additional information. Estimates and assumptions are based on currently available information and expectations of management, actual results may differ. 1) Based on internal controlling numbers and company estimates. Revenue Breakdown by Product (€m)1 DETAILED LOOK AT REVENUE Revenue Breakdown by Region (€m) Additive Processes (SAP/mSAP) ET Equipment & Processes Substractive Processes PV & Glass Aplications Hydrogen & PCM Customer Service USA Europe China Asia Taiwan 1 9 €3 €11 €10 €20 €18 €39 €4 €12 €4 €13 €39 €95 €90 €130 2021A 2022A 2023E 2024E €11 €14 €4 €6 €13 €20 €11 €47 €8 €39 €95 €90 €130 2021A 2022A 2023E 2024E

2022A 2023E 2024E ROBUST CASH FLOW DYNAMICS 2 0 Note: Financial information presented here reflects IFRS figures. See “Preliminary Financial Information” in Disclaimer for additional information. Estimates and assumptions are based on currently available information and expectations of management, actual results may differ. 1) 2022A Operating Cash Flow reflects €0.3m. 2) Free Cash Flow reflects Operating Cash Flow less CapEx. Operating Cash Flow (€m) Free Cash Flow (€m) CapEx (€m) 2 Ongoing CapEx Growth CapEx 2022A 2023E 2024E €5 ~€11 €21 (€4) (€1) €10 €5 €6 €11 2022A 2023E 2024E

27% 41.7% 39.2% 35.5% 35.0% 33.6% 32.5% 31.9% 31.8% 31.8% 31.7% 31.0% 30.7% 30.2% 29.1% 23.1% 13.2x 29.1x 26.7x 22.7x 20.8x 20.7x 18.9x 18.2x 17.1x 13.7x 13.0x 12.0x 7.6x 6.6x 6.3x 6.1x SCHMID is favorably positioned with its premium technical product and blue-chip technology customer relationships that are driving superior growth at robust margins, with valuation attractively set to initiate at 13.2x EV/2024E EBITDA SCHMID GROUP – SELECTED COMPARABLES Notes: Comparable company information per Capital IQ, Wall Street Research and Company filings. Information for comparable companies is based on individual company reporting and accounting metrics, which may differ from the SCHMID Group and the other entities listed. Share price as of January 22, 2024. EUR to USD FX rate of 1.0883 as of January 22, 2024, per Bloomberg. GBP to USD FX rate of 1.2709 as of January 22, 2024, per Bloomberg. 1) Estimates and assumptions are based on currently available information and expectations of management, actual results may differ. See page 18 for financial information, page 22 for valuation information and “Preliminary Financial Information” in Disclaimer for additional information. For SCHMID, reflects Pro Forma Enterprise Value / 2024E Recurring EBITDA. 2 1 49% 22.4% 16.7% 15.8% 12.8% 12.2% 11.8% 10.8% 7.6% 7.4% 7.1% 4.9% 4.8% 4.2% 3.6% (1.7%) 2021A-2024E Revenue Growth 1 Mean: 9.4% Enterprise Value / 2024E EBITDA 1 Mean: 16.0x 2024E EBITDA Margin 1 Mean: 32.6%

SCHMID Group 72.2% Public Shareholders 17.2% XJ Capital 3.5% Founder Shares 7.1% 2 2 TRANSACTION SUMMARY Transaction values SCHMID at a pro forma enterprise value of USD $503 million, implying 13.2x pro forma enterprise value / 2024E recurring EBITDA Pro Forma Valuation (USD $m) Sources (USD $m) Uses (USD $m) Rollover SCHMID Equity6 $320 Rollover SCHMID Net Debt3,9 71 Target Raise7 45 Total Sources $436 Rollover SCHMID Equity6 $320 Rollover SCHMID Net Debt3,9 71 Transaction Cash to Balance Sheet4 11 XJ Capital Payment9 12 Est. Transaction Expenses 22 Total Uses $436 Share Price1 $11.15 (x) Pro Forma Shares Outstanding (m)2 40 Pro Forma Equity Value2 $444 Plus: Standalone Pro Forma Net Debt3,9 71 Less: Transaction Cash to Balance Sheet4 11 Pro Forma Enterprise Value $503 Notes: Estimates and assumptions are based on currently available information and expectations of management, actual results may differ. EUR to USD FX rate of 1.0883 as of January 22, 2024, per Bloomberg. 1) PGSS share price of $11.15 assumed at transaction close. 2) Pro forma equity value is calculated by multiplying the share price of USD $11.15 by 39.8 million shares, consisting of 28.7 million shares attributable to the SCHMID shareholders, 6.8 million shares (Public Shareholders) including 2.8 million incentive Pegasus Class B shares and assuming 4.0 million Pegasus Class A shares remaining in the Trust Account, 1.4 million shares due to XJ Capital and 2.8 million Pegasus Class B shares held by the Sponsor, directors and officers and IPO anchor investors (Founder Shares). 3) Standalone pro forma net debt reflects standalone total gross debt less cash and cash-like assets and participation rights as reflected in page 27. 4) Transaction cash to balance sheet reflects USD $45 million target raise less USD $22 million of estimated transaction expenses and USD $12 million payment to XJ Capital. 5) SCHMID Group pro forma ownership reflects 28.7 million shares due to the shareholders of the SCHMID Group. 6) Rollover SCHMID equity reflects 28.7 million shares at $11.15/share. 7) For illustrative purposes we have assumed that the full $45 million is raised in the form of equity for this analysis. The BCA stipulates a target raise of $45 million comprised of $35 million target equity and $10 million target debt or equity. 8) Founder shares of 2.8 million held by the Sponsor, directors and officers and IPO anchor investors. 9) XJ Capital owns 24.1% equity interest in SCHMID’s subsidiary in China, which is being acquired by SCHMID in several stages starting with an 8% interest at merger closing in exchange for a €10 million payment and 1.4 million shares allotted to XJ. Subsequently, SCHMID will acquire the remaining interests through two payments of €5 million and €15 million, due within 270 and 455 days of the effective time of the merger, respectively. Standalone pro forma net debt includes these subsequent payments of €20 million as current and long-term obligations, while non-controlling interest of €7.1 million has been removed based on contemplated remaining interest acquisition. The XJ agreement incorporates a fixed EUR to USD FX rate of 1.1864. For more information on the XJ Capital agreement, please see Company filings. Pro Forma Ownership SCHMID 2024E Recurring EBITDA $38 Pro Forma Enterprise Value / 2024E Recurring EBITDA 13.2x 5 8 9

Transaction Drivers Target Raise $45 Trust per Share $11.15 Non-Redemption Structure Full Trust Total NRAs ($ in USD m) $35 $40 $45 $50 Shares (m) 3.1 3.6 4.0 4.5 Available B shares (m) 2.8 2.8 2.8 2.8 Total public shares (m) 6.0 6.4 6.8 7.3 Total shares per NRA share 1.9 1.8 1.7 1.6 Effective price per share $5.88 $6.25 $6.57 $6.86 Effective Pro Forma Equity Value ($ in USD m) $229 $246 $261 $276 Effective Pro Forma Enterprise Value ($ in USD m) $298 $310 $321 $330 SCHMID 2024E Recurring EBITDA ($ in USD m) $38 Effective Multiple 7.8x 8.1x 8.4x 8.7x ILLUSTRATIVE: NON-REDEMPTION AGREEMENT STRUCTURE 2 3 Notes: EUR to USD FX rate of 1.0883 as of January 22, 2024, per Bloomberg. 1) For illustrative purposes we have assumed that the full $45 million is raised in the form of equity for this analysis. The BCA stipulates a target raise of $45 million comprised of $35 million target equity and $10 million target debt or equity. 2) Under the Business Combination Agreement, Pegasus, the Sponsor and the SCHMID Group can decide to use up to 2.8125 million Class B shares to incentivize Class A shareholders to enter into non-redemption agreements. This slide shows a hypothetical scenario if all such Class B shares are used for such non-redemption agreements at different aggregate numbers of non-redemption agreements. 1 Illustrative example showing the use of 2.8 million class B shares for privately negotiated non-redemption agreements2

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C o n f i d e n t i a l Appendix

(€m) HY 2023 FY 2023E FY 2024E EBIT €2 9 €3 7 €2 5 Plus: Depreciation & Amortization 3 6 €7 EBITDA €3 2 €4 4 €3 2 Less: One-time non-operational impairment (Silicon Group) (€2 1) (€2 1) -- Less: Other income (Earn-outs from divestitures) (9) (9) -- Less: One-time non-operational impairment (Shareholder loan) (1) (1) -- Plus: De-SPAC related costs 6 8 3 Recurring EBITDA €6 €2 0 €3 5 RECURRING EBITDA RECONCILIATION 2 6 Recurring EBITDA Reconciliation Table (€m) Note: Financial information presented here reflects IFRS figures. See “Preliminary Financial Information” in Investor Presentation Disclaimer for additional information. Estimates and assumptions are based on currently available information and expectations of management, actual results may differ. 1) 2024E EBITDA forecast reflect the current Recurring EBITDA forecast; no one-time items except the costs associated with the merger with Pegasus are anticipated. 2) De-SPAC related costs for the Schmid Group in H1 2023 include a provision for payment to a financial advisor, costs of the PCAOB audit, legal, accounting and PR related advisor costs and certain miscellaneous costs. Costs in H2 2023 are estimated to be substantially lower than H1 2023 as the provision for a potential payment to a financial advisor was already reflected in H1 2023. Estimated de-SPAC related costs in 2024 include PCAOB audit, legal, accounting and PR related advisor costs until and in connection with the business combination. 1 2

(€m) HY2023 Adjustments HY2023 Pro Forma Non-current borrowings Liabilities towards shareholders €20 €20 Liabilities to other third-party lenders 2 2 Loans from other related parties -- -- XJ Capital Payment -- €16 16 Current borrowings Liabilities to banks 10 10 Loans from debt funds 22 (22) -- Liabilities towards shareholders 8 8 Liabilities to other third-party lenders 1 1 Loans from other related parties 18 18 XJ Capital Payment -- 5 5 Gross Debt €82 €82 Earn out €9 €9 Receivables from the Silicon Group 4 (€4) 0 Cash & Cash Equivalents 25 (18) 8 Cash & Cash-Like Assets €39 €17 Net Debt €43 €65 NET DEBT RECONCILATION 2 7 1) As reported in the Form F-4 filed December 22, 2023. 2) €1.2m 3 rd party loan paid in August 2023. 3) Cash & Cash Equivalents includes €17.7 million of Group 14 shares. 4) XJ Capital owns 24.1% equity interest in SCHMID’s subsidiary in China, which is being acquired by SCHMID in several stages starting with an 8% interest at merger closing in exchange for a €10 million payment and 1.4 million shares allotted to XJ. Subsequently, SCHMID will acquire the remaining interests through two payments of €5 million and €15 million, due within 270 and 455 days of the effective time of the merger, respectively. Standalone pro forma net debt includes these subsequent payments of €20 million as current and long-term obligations, while non-controlling interest of €7.1 million has been removed based on contemplated remaining interest acquisition. The XJ agreement incorporates a fixed EUR to USD FX rate of 1.1864. For more information on the XJ Capital agreement, please see Company filings. 1 2 3 1 4 4 4 4

PROFIT AND LOSS STATEMENT 2 8 (€m) FY2022 HY2022 HY2023 Revenue €95 €46 €40 Gross profit €33 €16 €13 Gross margin 35% 34% 31% Operating expenses: Selling (11) (5) (6) General and administrative (7) (3) (6) Research and development (5) (3) (4) Other operating income/expenses -- (1) 10 (Impairment) / Reversal on impairment on financial assets 3 2 23 Result from operations (EBIT) €14 €5 €29 EBIT margin 14% 12% 73% Net financing result (12) (2) 11 Result before tax €2 €3 €40 Income tax result 2 4 (4) Net result €4 €7 €36 EBITDA €20 €9 €32 EBITDA margin 21% 19% 80% Recurring EBITDA1 €20 €9 €6 Recurring EBITDA margin1 21% 19% 15% 1) Recurring EBITDA reconciliation provided on page 26.

BALANCE SHEET 2 9 Assets (€m) Equity & Liabilities (€m) (€m) FY2022 HY2023 (€m) FY2022 HY2023 Intangible assets €16 €15 Non-current borrowings €34 €22 Property, plant and equipment 15 15 Provisions for pensions 1 1 Financial assets -- -- Non-current provisions -- -- Deferred tax assets 3 3 Deferred tax liabilities 3 6 Non-current lease liability 1 1 Non-current assets €33 €33 Non-current liabilities €39 €30 Inventories 25 23 Current borrowings 128 60 Trade receivables and other receivables 109 51 Current contract liabilities 31 27 Other current assets 5 22 Trade payables and other liabilities 25 24 Cash and cash equivalents 8 8 Other current liabilities 9 14 Current lease liability -- -- Current provisions -- -- Income tax liabilities 2 2 Total current assets €147 €105 Current liabilities €196 €127 Owner's net investment 70 71 Other reserves (131) (97) Equity attributable to owners of the group (61) (26) Non-controlling interest 7 7 Equity (€54) (€19) Total assets €180 €138 Total equity and liabilities €180 €138

CASH FLOW STATEMENT 3 0 (€m) HY2022 HY2023 Net profit from continued operations €7 €36 Amortization, depreciation and impairment 3 3 Changes in trade and other receivables, inventories, working capital & provisions (29) (6) Net losses from the disposal of intangibles and PP&E -- (0) Reversal of impairments of financial assets, net (2) (23) Other non-cash expenses 10 2 Income tax (benefit) expense (4) 4 Financial result 2 (11) Cash provided by (used in) operating activities (€12) €5 Purchases of intangible assets and property, plant and equipment (2) (3) Investments in financial assets -- -- Payment for loan to shareholder (1) 70 Cash used in investing activities (€3) €67 Proceeds from debt financing 10 -- Payments for debt financing (5) (72) Proceeds from shareholder loans -- -- Payment of lease liabilities (0) (0) Interest paid (0) (1) Change restricted cash -- Cash (used in) provided by financing activities €5 (€73) Net increase (decrease) in cash and cash equivalents (€11) (€1) Cash and cash equivalents at the end of the period €7 €8