Exhibit 10.5


 


Pegasus Digital Mobility Acquisition Corp.

260 Mason Street

Greenwich, CT 06830


 


October 21, 2021


 


Strategic Capital Management Holdings, LLC

260 Mason Street


Greenwich, CT 06830


 


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement by and between Pegasus Digital Mobility Acquisition
Corp., a Cayman Islands exempted company (the “Company”) and Strategic Capital Management Holdings, LLC, a Delaware
limited liability company (the “Services Provider”), dated as of the date hereof, will confirm our agreement
that, commencing on the date that securities of the Company are first listed on the New York Stock Exchange (the “Listing
Date”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s
liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-259860) filed with the Securities
and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):


 


		1.	The Services Provider (and/or any of its affiliates designated by the Services Provider) shall make available to the Company, at the
address of the Services Provider referred to above (or any successor location or other existing office locations of the Services Provider
or any of its affiliates), office space and administrative and support services as may be reasonably requested by the Company. In exchange
therefor, the Company shall pay to the Services Provider, on the first day of each month, the sum of $14,000 per month commencing on the
Listing Date and continuing monthly thereafter until the Termination Date; and



 


		2.	The Services Provider hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind or nature
whatsoever (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of,
the trust account established for the benefit of the public shareholders of the Company and into which substantially all of the proceeds
of the Company’s initial public offering will be deposited (the “Trust Account”), and hereby irrevocably
waives any Claim it presently has or may have in the future as a result of, or arising out of, this letter agreement, which Claim would
reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees
not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the
Trust Account for any reason whatsoever.



 






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This letter agreement constitutes the entire agreement and understanding
of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among
the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated
hereby.


 


This letter agreement may not be amended, modified or waived as to
any particular provision, except by a written instrument executed by the parties hereto.


 


No party hereto may assign either this letter agreement or any of its
rights, interests, or obligations hereunder without the prior written approval of the other party, provided that the Services Provider
may assign this letter agreement or any of its rights, interests, or obligations hereunder to an affiliate without the prior written approval
of the Company. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer
or assign any interest or title to the purported assignee.


 


This letter agreement constitutes the entire relationship of the parties
hereto with respect to the subject matter described herein and any litigation between the parties (whether grounded in contract, tort,
statute, law or equity) shall be governed by and construed in accordance with the laws of the State of New York.


 


This letter agreement may be executed in one or more counterparts,
each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same letter agreement.


 


[Signature page follows]


 












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	 	Very truly yours,
	 	 
	 	
    

    PEGASUS DIGITAL MOBILITY ACQUISITION CORP.

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


 


	
    

    AGREED TO AND ACCEPTED BY:
	 
	 	 
	
    

    STRATEGIC CAPITAL MANAGEMENT HOLDINGS, LLC
	 
	 	 
	By:	/s/ James Condon	 
	 	Name: James Condon	 
	 	Title: Managing Partner	 


 


[Signature Page to Administrative Services
Agreement]