Exhibit 10.8


 


Pegasus Digital Mobility Acquisition Corp.

260 Mason Street

Greenwich, CT 06830


 


[•],
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.



 


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.


 






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



 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	STRATEGIC CAPITAL MANAGEMENT HOLDINGS, LLC  	 
	 	 
	By:	 	 
	 	Name:
    James Condon	 
	 	Title: Managing
    Partner	 



 


[Signature Page to Administrative Services
Agreement]