Exhibit 10.3


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement (this
 “Agreement”) is made effective as of October 21, 2021 by and between Pegasus Digital Mobility Acquisition
Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer &
Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS, the Company’s registration statement
on Form S-1, File No. 333-259860 (the “Registration Statement”), including the prospectus
contained therein (the “Prospectus”), for the initial public offering of the Company’s units (the “Units”),
each of which consists of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Share”), and one-half of
one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial public offering
hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities
and Exchange Commission; and


 


WHEREAS, the Company has entered into an Underwriting
Agreement (the “Underwriting Agreement”) with Barclays Capital Inc., as the representative (the “Representative”)
of the several underwriters (the “Underwriters”) named therein; and


 


WHEREAS, as described in the Prospectus, $202,000,000
of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or $232,300,000
if the Underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a
segregated trust account located at all times in the United States (the “Trust Account”) for the benefit of
the Company and the holders of the Ordinary Shares included in the Units issued in the Offering as hereinafter provided (the amount to
be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,” the
shareholders for whose benefit the Trustee shall hold the Property are referred to herein as the “Public Shareholders,” and
the Public Shareholders and the Company are referred to herein, collectively, as the “Beneficiaries”);


 


WHEREAS, pursuant to the Underwriting Agreement,
a portion of the Property equal to $7,000,000 (or $8,050,000 if the Underwriters’ over-allotment option is exercised in full) is
attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriters upon and concurrently
with the consummation of the Business Combination (as defined below) (the “Deferred Discount”); and


 


WHEREAS, the Company and the Trustee desire to
enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1.    Agreements and
Covenants of Trustee. The Trustee hereby agrees and covenants to:



 


(a) Hold the Property in trust for the Beneficiaries
in accordance with the terms of this Agreement in the Trust Account established by the Trustee located in the United States at J.P. Morgan
Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) and at a brokerage
institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b) Manage, supervise and administer the
Trust Account subject to the terms and conditions set forth herein;


 


(c) In a timely manner, upon the written
instruction of the Company, invest and reinvest the Property solely in United States government securities within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions
of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940,
as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company; the
Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn no interest while account
funds are uninvested awaiting the Company’s instructions hereunder; while the account funds are invested or uninvested, the Trustee
may earn bank credits or other consideration;


 






    


     


    




 


(d) Collect and receive, when due, all interest
or other income arising from the Property, which shall become part of the “Property,” as such term is used herein;


 


(e) As soon as practicable, notify the Company
and the Representative of all communications received by the Trustee with respect to any Property requiring action by the Company;


 


(f) Supply any necessary information or documents
as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of tax returns relating
to assets held in the Trust Account or in connection with the preparation or completion of the audit of the Company’s financial
statements by the Company’s auditors;


 


(g) Participate in any plan or proceeding
for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;


 


(h) Render to the Company monthly written
statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;


 


(i) Commence liquidation of the Trust Account
only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination
Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B,
as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President, Chief Operating Officer,
General Counsel, Secretary or Chairman of the board of directors of the Company (the “Board”) or
other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account,
including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up
to $100,000 of interest that may be released to the Company to pay dissolution expenses and which interest shall be net of any taxes payable,
it being understood that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been
made for taxes payable), only as directed in the Termination Letter and the other documents referred to therein; provided that,
in the case a Termination Letter in the form of Exhibit A is received, or (y) upon the date which is, the later of (1) the
date set forth in the Company’s Amended and Restated Memorandum and Articles of Association, as it may be amended from time to time
(the “Articles”), and (2) such later date as may be approved by the Company’s shareholders in accordance
with the Articles if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall
be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the
Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company
to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses and which interest shall
be net of any taxes payable), shall be distributed to the Public Shareholders of record as of such date;


 


(j) Upon written request from the Company,
which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a “Tax
Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the amount of
interest earned on the Property requested by the Company to cover any tax obligation owed by the Company as a result of assets of the
Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company by electronic funds
transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority; provided, however,
that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets
held in the Trust Account as shall be designated by the Company in writing to make such distribution so long as there is no reduction
in the principal amount per share initially deposited in the Trust Account (it being acknowledged and agreed that any such amount in excess
of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced
above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to
look beyond said request;


 


(k) Upon written request from the Company,
which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Shareholder
Redemption Withdrawal Instruction”), the Trustee shall distribute on behalf of the Company the amount requested
by the Company to be used to redeem Ordinary Shares from Public Shareholders properly submitted in connection with a shareholder vote
to approve an amendment to the Company’s Articles (A) to modify the substance or timing of the Company’s obligation to
allow redemption in connection with the Company’s initial merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination involving the Company and one or more businesses (a “Business Combination”)
or to redeem 100% of the Company’s public shares if the Company does not complete its initial Business Combination within the period
of time set forth in the Articles or (B) with respect to any other provisions relating to Public Shareholders’ rights or pre-initial
Business Combination activity. The written request of the Company referenced above shall constitute presumptive evidence that the Company
is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and


 






    


     


    

 


(l) Not make any withdrawals or distributions
from the Trust Account other than pursuant to Sections 1(i), (j) or (k) above.


 


2.   Agreements and Covenants
of the Company. The Company hereby agrees and covenants to:



 


(a) Give all instructions to the Trustee
hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President,
Chief Operating Officer, General Counsel, Secretary or other authorized officer of the Company. In addition, except with respect to its
duties under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled to rely
on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care,
believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly
confirm such instructions in writing;


 


(b) Subject to Section 4 hereof,
hold the Trustee harmless and indemnify the Trustee from and against any and all reasonable and documented expenses, including reasonable
outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection
with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand,
which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned
on the Property, except for expenses and losses resulting from the Trustee’s or its representatives’ gross negligence, fraud
or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit
or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify
the Company in writing of such claim (hereinafter referred to as the ‘“Indemnified Claim”). The
Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee
shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The
Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be
unreasonably withheld; provided, further, that the Company may conduct and manage the defense against any Indemnified Claim
if the Trustee does not promptly take action to mount such a defense. The Company may participate in such action with its own counsel;


 


(c) Pay the Trustee the fees set forth on Schedule
A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be
subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees
unless and until it is distributed to the Company pursuant to Sections 1(i) and 1(j) hereof. The Company
shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Company
shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule
A hereto and as may be provided in Section 2(b) hereof;


 


(d) In connection with any vote of the Company’s
shareholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of the inspector of elections
for the shareholder meeting verifying the vote of such shareholders regarding such Business Combination;


 


(e) Provide the Representative with a copy
of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal
from the Trust Account promptly after it issues the same;


 


(f) Unless otherwise agreed between the Company
and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination
Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or
accounts directed by the Representative on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to
the Company or any other person; and


 


(g) Instruct the Trustee to make only those
distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not
permitted under this Agreement.


 






    


     


    

 


3.    Limitations of Liability. The Trustee shall have no responsibility or liability to:



 


(a) Imply obligations, perform duties, inquire
or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth
herein;


 


(b) Take any action with respect to the Property,
other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for
liability arising out of the Trustee’s or its representatives’ gross negligence, fraud or willful misconduct;


 


(c) Institute any proceeding for the collection
of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property
unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced
or guaranteed to it funds sufficient to pay any reasonably incurred and documented expenses incident thereto;


 


(d) Refund any depreciation in principal
of any Property;


 


(e) Assume that the authority of any person
designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless
the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The other parties hereto or to anyone
else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s
best judgment, except for the Trustee’s or its representatives’ gross negligence, fraud or willful misconduct. The Trustee
may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Trustee with written notification to the Company, which counsel may be the Company’s counsel), statement,
instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions,
but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable
care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand,
or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument
delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall
give its prior written consent thereto;


 


(g) Verify the accuracy of the information
contained in the Registration Statement;


 


(h) Provide any assurance that any Business
Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;


 


(i) File information returns with respect
to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting
the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j) Prepare, execute and file tax reports,
income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account,
regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise and income tax
obligations, except pursuant to Section 1(j) hereof; or


 


(k) Verify calculations, qualify or otherwise
approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof.


 


4.    Trust Account Waiver. The Trustee has no right
of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in,
the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the
future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b) or Section 2(c) hereof,
the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property
or any monies in the Trust Account.


 


5.    Termination. This Agreement shall terminate as follows:



 


(a) If the Trustee gives written notice to
the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee,
pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee
that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement (whether following the Trustee
giving notice that it desires to resign under this Agreement or the Company otherwise electing to replace the Trustee under this Agreement),
the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of
copies of the reports and statements relating to the Trust Account and any other reasonable transfer requests the Company may make , whereupon
this Agreement shall terminate; provided, however, that in the event that the Company does not locate a successor
trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have
the Property deposited with any court in the State of New York or with the United States District Court for the Southern District of New
York and upon such deposit, the Trustee shall be immune from any liability whatsoever;


 






    


     


    

 


(b) At such time that the Trustee has
completed the liquidation of the Trust Account and its obligations in accordance with the provisions
of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination
Letter, this Agreement shall terminate except with respect to Section 2(b); or


 


(c) If the Offering is not consummated within
ten (10) business days of the date of this Agreement, in which case any funds received by the Trustee from the Company or Pegasus
Digital Mobility Sponsor LLC, as applicable, for purposes of funding the Trust Account shall be promptly returned to the Company or Pegasus
Digital Mobility Sponsor LLC, as applicable.


 


6.    Miscellaneous.



 


(a) The Company and the Trustee each acknowledge
that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company
and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each
party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such confidential
information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied
to it by the Company, including, account names, account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s
bank or intermediary bank. Except for any liability arising out of the Trustee’s or its representatives’ gross negligence,
fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or out-of-pocket expense resulting from any error
in the information or transmission of the funds.


 


(b) This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that
would result in the application of the substantive laws of another jurisdiction.


 


(c) This Agreement contains the entire agreement
and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections 1(i), 1(j) and
1(k) hereof (which may not be modified, amended or deleted without the affirmative vote of sixty five percent (65%) of the
then-outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company voting together as a single
class; provided that no such amendment will affect any Public Shareholder who has otherwise indicated his, her or its election
to redeem his, her or its Ordinary Shares in connection with a shareholder vote sought to amend this Agreement), this Agreement or any
provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of
the parties hereto.


 


(d) The parties hereto consent to the jurisdiction
and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder.
AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(e) Any notice, consent or request to be
given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar
private courier service, by certified mail (return receipt requested), by hand delivery, by electronic mail or by facsimile transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer &
Trust Company





1 State Street, 30th Floor





New York, New York 10004





Attn: Francis Wolf & Celeste
Gonzalez





Email: fwolf@continentalstock.com





Email: cgonzalez@continentalstock.com


 






    


     


    

 


if to the Company, to:


 


Pegasus Digital Mobility Acquisition
Corp.





260 Mason Street





Greenwich, CT 06830





Attn: James Condon


 


in each case, with copies to:


 


Morrison & Foerster LLP





3500 Lenox Road, Suite 1500





Atlanta, GA 30326





Attn: Heath D. Linsky





Email: HLinsky@mofo.com


 


and


 


Barclays Capital Inc.





745 Seventh Avenue





New York, New York 10019


 


and


 


Davis Polk & Wardwell LLP





450 Lexington Avenue





New York, NY 10017





Attn: Derek J. Dostal & Deanna
L. Kirkpatrick





Email: derek.dostal@davispolk.com


 


(f) Each of the Company and the Trustee hereby
represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective
obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust
Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.


 


(g) This Agreement is the joint product of
the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties
and shall not be construed for or against any party hereto.


 


(h) This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the
same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and
sufficient delivery thereof.


 


(i) Each of the Company and the Trustee hereby
acknowledges and agrees that the Representative on behalf of the Underwriters is a third-party beneficiary of this Agreement.


 


(j) Except as specified herein, no party
to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]


 






    


     


    

 


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


 


	 	CONTINENTAL STOCK
    TRANSFER & TRUST COMPANY, as Trustee
	 	 	 
	 	By:	/s/
    Francis Wolf

	 	 	Name:
    Francis Wolf

    Title:
    Vice President

	 	 
	 	 
	 	PEGASUS DIGITAL
    MOBILITY ACQUISITION CORP.
	 	 	 
	 	By:	/s/
    F. Jeremey Mistry

	 	 	Name:
    F. Jeremey Mistry

    Title:
    Chief Financial Officer and Secretary



 


[Signature Page to Investment Management Trust
Agreement]


 






    


     


    

  


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee.	 	Initial closing of the Offering by wire transfer.	 	$	3,500.00	 
	 	 	 	 	 	 	 
	Annual administration fee	 	Payable annually. First year fee payable, at initial closing of the Offering by wire transfer, thereafter on the anniversary of the effective date of the Offering by wire transfer or check.	 	$	10,000.00	 
	 	 	 	 	 	 	 
	Transaction processing fee for disbursements to Company under Sections 1 and 2	 	Billed to Company following disbursement made to Company under Section 1 and 2	 	$	250.00	 
	 	 	 	 	 	 	 
	Paying Agent services as required pursuant to Sections 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Sections 1(i) and 1(k)	 	Prevailing rates	 



 





 






    


     


    

 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company





1 State Street, 30th Floor





New York, New York 10004





Attn: Francis Wolf & Celeste Gonzalez


 


Re: Trust Account – Termination
Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Pegasus Digital Mobility Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of October 21,
2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement
with [insert name] (the “Target Business”) to consummate a business combination with Target Business
(the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72)
hours in advance of the actual date (or such shorter period as you may agree) of the consummation of the Business Combination (the “Consummation
Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement,
we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds to the trust operating
account at J.P. Morgan Chase Bank, N.A.to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be
immediately available for transfer to the account or accounts that Barclays Capital Inc. (the “Representative”)
(with respect to the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while
the funds are on deposit in the trust operating account at J.P. Morgan Chase Bank, N.A. awaiting distribution, neither the Company nor
the Representative will earn any interest on such funds.


 


On the Consummation Date (i) counsel for
the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially
concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and
(ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination
has been approved by a vote of the Company’s shareholders, if a vote is held and (b) a joint written instruction signed by
the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed
to Public Shareholders who have properly exercised their redemption rights and payment of the Deferred Discount from the Trust Account
(the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in
the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction
Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you
will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account
and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for
reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


In the event that the Business Combination is
not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation
Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust
Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following
the Consummation Date as set forth in the notice as soon thereafter as possible.


 


	 	
    Very truly yours,

     

    PEGASUS DIGITAL MOBILITY ACQUISITION CORP.

	 	 	
	 	By:	 
	 	 	
    Name:

    Title:



 








	Agreed and acknowledged by:
	 	 
	BARCLAYS CAPITAL INC.
	 	 	 
	 	 	 
	 	Name:

    Title:

     
	 


 









    2


     


    




 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company





1 State Street, 30th Floor





New York, New York 10004





Attn: Francis Wolf & Celeste Gonzalez


 


Re: Trust Account – Termination
Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Pegasus Digital Mobility Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of October 21,
2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a
Business Combination with a Target Business within the time frame specified in the Company’s Amended and Restated Memorandum and
Articles of Association (the “Articles”), as described in the Company’s Prospectus relating to the Offering.
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement,
we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into the trust operating
account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has selected [•]
as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation
proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly
to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the Articles. Upon the distribution
of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations
under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust
Agreement.


 


	 	
    Very truly yours,

     

    PEGASUS DIGITAL MOBILITY ACQUISITION CORP.

	 	 
	 	By:	 
	 	 	
    Name:

    Title:



 


cc: Barclays Capital Inc.


 






    


     


    


  


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company





1 State Street, 30th Floor





New York, New York 10004





Attn: Francis Wolf & Celeste Gonzalez


 


Re: Trust Account – Tax Payment
Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j) of
the Investment Management Trust Agreement between Pegasus Digital Mobility Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of October 21,
2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $[•]
of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings
set forth in the Trust Agreement.


 


The Company needs such funds to pay for the tax
obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby
directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating
account at:


 


[WIRE INSTRUCTION INFORMATION]


 





	 	
    Very truly yours,

     

    PEGASUS DIGITAL MOBILITY ACQUISITION CORP.

	 	 
	 	By:	 
	 	 	
    Name:

    Title:



 






cc: Barclays Capital Inc.


 






    


     


    

 








EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company





1 State Street, 30th Floor





New York, New York 10004





Attn: Francis Wolf & Celeste Gonzalez


 


Re: Trust Account – Shareholder
Redemption Withdrawal Instruction


 


Dear Mr. Wolf and Gonzalez:


 


Pursuant to Section 1(k) of
the Investment Management Trust Agreement between Pegasus Digital Mobility Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of October 21,
2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public
Shareholders of the Company $[•] of the principal and interest income
earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to
the Public Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have
the meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay its Public
Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder vote to
approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (the “Articles”)
(A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s
initial Business Combination or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination
within such time as is described in the Company’s Articles or (B) with respect to any other provision relating to Public Shareholders’
rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such
funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your customary procedures.


 








	 	
    Very truly yours,

     

    PEGASUS DIGITAL MOBILITY ACQUISITION CORP.

	 	 
	 	By:	 
	 	 	
    Name:

    Title:



 






cc: Barclays Capital Inc.