Exhibit 10.2


 


Pegasus Digital Mobility Acquisition Corp.

260 Mason Street

Greenwich, CT 06830


 


Re: Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered
into by and among Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (the “Company”), and
Barclays Capital Inc., as the representative (the “Representative”) of the several underwriters (the “Underwriters”)
named therein, relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s
units (including up to 3,000,000 units that may be purchased by the Underwriters to cover over-allotments, if any) (the “Units”),
each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”),
and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase
one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a
registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities
and Exchange Commission (the “Commission”), and the Company has applied to have the Units listed on the New York Stock
Exchange. Certain capitalized terms used herein are defined in paragraph 11 hereof.


 


In order to induce the Company and the Underwriters
to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Pegasus Digital Mobility Sponsor LLC (the “Sponsor”) and each of
the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each, an “Insider”
and collectively, the “Insiders”), hereby severally (and not jointly and severally) agrees with the Company as follows:


 


1.            The
Sponsor and each Insider agrees that if the Company seeks shareholder approval of a proposed Business Combination, then in connection
with such proposed Business Combination, it, he or she shall (i) vote any Shares owned by it, him or her in favor of any proposed
Business Combination and (ii) not redeem any Ordinary Shares owned by it, him or her in connection with such shareholder approval.
If the Company seeks to consummate a proposed Business Combination by engaging in a tender offer, the Sponsor and each Insider agrees
that it, he or she will not sell or tender any Shares owned by it, him or her in connection therewith.


 






     


     


    

 


2.            The
Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within the period
of time set forth in the Company’s Amended and Restated Memorandum and Articles of Association (the “Articles”),
or such later period approved by the Company’s shareholders in accordance with the Articles, the Sponsor and each Insider shall
take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds therefor, redeem 100% of the
Ordinary Shares sold as part of the Units in the Public Offering (the “Offering Shares”), at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay
dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Offering
Shares, which redemption will completely extinguish all Public Shareholders’ rights as shareholders (including the right to receive
further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve
and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and
other requirements of applicable law. The Sponsor and each Insider agree to not propose any amendment to the Articles that would modify
the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem
100% of the Offering Shares if the Company does not complete a Business Combination within the period of time set forth in the Articles,
or with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the
Company provides its Public Shareholders with the opportunity to redeem their Offering Shares upon approval of any such amendment at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest
shall be net of taxes payable), divided by the number of then issued and outstanding Offering Shares.


 


The Sponsor and each Insider acknowledges
that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account as a result of any
liquidation of the Company with respect to the Founder Shares held by it, him or her. The Sponsor and each Insider hereby further waives,
with respect to any Ordinary Shares held by it, him or her, if any, any redemption rights it, he or she may have in connection with (x) the
consummation of a Business Combination, including, without limitation, any such rights available in the context of a shareholder vote
to approve such Business Combination or in the context of a tender offer made by the Company to purchase Ordinary Shares and (y) a
shareholder vote to approve an amendment to the Articles (i) to modify the substance or timing of the Company’s obligation
to allow redemptions in connection with a Business Combination or to redeem 100% of the Offering Shares if the Company does not complete
a Business Combination within the period of time set forth in the Articles or (ii) with respect to any other provision relating to
shareholders’ rights or pre-initial business combination activity (although the Sponsor, the Insiders and their respective affiliates
shall be entitled to redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate
a Business Combination within the period of time set forth in the Articles).


 






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3.            Notwithstanding
the provisions set forth in paragraphs 7(a) and (b) below, during the period commencing on the effective date of the Underwriting
Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Representative,
directly or indirectly, Transfer (or enter into any transaction that is designed to, or might reasonably be expected to, result in a
Transfer (whether by actual disposition or effective economic disposition due to cash settlement or otherwise)), with respect to, any
Units, Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares, or publicly announce
an intention to effect any such transaction; provided, however, that the foregoing does not apply to the forfeiture of
any Founder Shares pursuant to their terms or any transfer of Founder Shares to any current or future independent director of the Company
(as long as such current or future independent director transferee is subject to this Letter Agreement or executes an agreement substantially
identical to the terms of this Letter Agreement, as applicable to directors and officers of the Company at the time of such transfer;
and as long as, to the extent any Section 16 reporting obligation is triggered as a result of such transfer, any related Section 16
filing includes a practical explanation as to the nature of the transfer). The provisions of this paragraph will not apply if the release
or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same
terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.


 


4.            In
the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other shareholders,
members or managers of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage
and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing
or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become subject
as a result of any claim by (i) any third party for services rendered (other than the Company’s independent registered public
accountants) or products sold to the Company or (ii) a prospective target business with which the Company has discussed entering
into a transaction agreement (a “Target”); provided, however, that such indemnification of
the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third party for services rendered
(other than the Company’s independent registered public accountants) or products sold to the Company or a Target do not reduce
the amount of funds in the Trust Account to below (i) $10.10 per Offering Share or (ii) such lesser amount per Offering Share
held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets,
in each case, net of the amount of interest earned on the property in the Trust Account, which may be withdrawn to pay taxes, except
as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any
claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities
Act of 1933, as amended. In the event that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor
shall not be responsible to the extent of any liability for such third party claims. The Sponsor shall have the right to defend against
any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice
of the claim to the Sponsor, the Sponsor notifies the Company in writing that it shall undertake such defense. For the avoidance of doubt,
none of the Company’s officers or directors will indemnify the Company for claims by third parties, including, without limitation,
claims by vendors and prospective target businesses.


 






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5.            To
the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 3,000,000 Units within 45
days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit and surrender, for no
consideration, a number of Founder Shares in the aggregate equal to the product of 750,000, multiplied by a fraction, (i) the numerator
of which is 3,000,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the
denominator of which is 3,000,000. All references in this Letter Agreement to Shares of the Company being forfeited shall take effect
as surrenders for no consideration of such Shares as a matter of Cayman Islands law. The forfeiture will be adjusted to the extent that
the over-allotment option is not exercised in full by the Underwriters so that the Initial Shareholders will own an aggregate of 20.0%
of the Company’s issued and outstanding Shares after the Public Offering. To the extent that the size of the Public Offering is
increased or decreased, the Company will effect a share capitalization or share repurchase, redemption or share split or other appropriate
mechanism, as applicable, immediately prior to the consummation of the Public Offering in such amount as to maintain the ownership of
the Shares of the Initial Shareholders prior to the Public Offering at 20.0% of the Company’s issued and outstanding Shares upon
the consummation of the Public Offering. In connection with such increase or decrease in the size of the Public Offering, (A) references
to 3,000,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be changed to a number equal
to 15% of the number of shares included in the Units issued in the Public Offering and (B) the reference to 750,000 in the formula
set forth in the immediately preceding sentence shall be adjusted to such number of Founder Shares that the Sponsor would have to return
to the Company in order to hold (with all of the Initial Shareholders) an aggregate of 20.0% of the Company’s issued and outstanding
Shares after the Public Offering.


 


6.            The
Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in
the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b), and 9,
as applicable, of this Letter Agreement, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching
party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event
of such breach.


 


7.             (a)            The
Sponsor and each Insider agree that it, he or she shall not Transfer (as defined below) any Founder Shares (or Ordinary Shares issuable
upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s initial Business Combination
and (B) subsequent to the Business Combination, (x) if the closing price of the Ordinary Shares equals or exceeds $12.00 per
share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within
any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on
which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of
the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder
Shares Lock-up Period”).


 






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(b)           The
Sponsor and each Insider agree that it, he or she shall not Transfer any Private Placement Warrants (or Ordinary Shares issued or issuable
upon the exercise of the Private Placement Warrants) until 30 days after the completion of a Business Combination (the “Private
Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c)            Notwithstanding
the provisions set forth in paragraphs 3 and 7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and Ordinary
Shares issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares and that are held by
the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 7(c)), are permitted (a) to
the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, the Sponsor,
any members of the Sponsor, or any affiliates of the Sponsor; (b) in the case of an individual, transfers by gift to a member of
the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or
an affiliate of such person, or to a charitable organization; (c) in the case of an individual, transfers by virtue of laws of descent
and distribution upon death of the individual; (d) in the case of an individual, transfers pursuant to a qualified domestic relations
order; (e) by private sales or transfers made in connection with any investment agreement requiring the transfer of Founder Shares to an anchor investor in connection with the Public
Offering or in connection with the consummation of a Business Combination at prices no greater
than the price at which the securities were originally purchased; (f) in the event of the Company’s liquidation prior to the
completion of an initial Business Combination; (g) in the case of an entity, by virtue of the laws of its jurisdiction or its organizational
documents or operating agreement; or (h) in the event of the Company’s completion of a liquidation, merger, share exchange,
reorganization or other similar transaction which results in all of the Company’s public shareholders having the right to exchange
their Ordinary Shares for cash, securities or other property subsequent to the completion of the initial Business Combination; provided,
however, that, in the case of clauses (a) through (e), these permitted transferees must enter into a written agreement with
the Company agreeing to be bound by the transfer restrictions herein.


 


8.            The
Sponsor and each Insider represent and warrant that it, he or she has never been suspended or expelled from membership in any securities
or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s
biographical information furnished to the Company (including any such information included in the Prospectus) is true and accurate in
all respects and does not omit any material information with respect to the Insider’s background. Each Insider’s questionnaire
furnished to the Company is true and accurate in all respects. Each Insider represents and warrants that: he or she is not subject to
or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any
act or practice relating to the offering of securities in any jurisdiction; he or she has never been convicted of, or pleaded guilty to,
any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining
to any dealings in any securities and he or she is not currently a defendant in any such criminal proceeding.


 






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9.            Except
as disclosed in, or as expressly contemplated by, the Prospectus, neither the Sponsor nor any Insider nor any affiliate of the Sponsor
or any Insider, nor any director or officer of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting
fee, monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order
to effectuate the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is).


 


10.          The
Sponsor and each Insider has full right and power, without violating any agreement to which it, he or she is bound (including, without
limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement
and, as applicable, to serve as an officer and/or a director on the board of directors of the Company and hereby consents to being named
in the Prospectus as an officer and/or a director of the Company.


 


11.          As
used herein, (i) “Business Combination” shall mean a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Shares”
shall mean, collectively, the Ordinary Shares and the Founder Shares; (iii) “Founder Shares” shall mean the 5,750,000
Class B ordinary shares of the Company, par value $0.0001 per share, (or 5,000,000 shares if the over-allotment option is not exercised
by the Underwriters) initially held by the Sponsor; (iv) “Initial Shareholders” shall mean the Sponsor and any
other holder of Founder Shares immediately prior to the Public Offering; (v) “Private Placement Warrants” shall
mean the warrants to purchase up to 9,000,000 Ordinary Shares (or 9,900,000 Ordinary Shares if the over-allotment option is exercised
in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $9,000,000 in the aggregate (or $9,900,000 if the
over-allotment option is exercised in full), or $1.00 per warrant, in a private placement that shall occur simultaneously with the consummation
of the Public Offering; (vi) “Public Shareholders” shall mean the holders of securities issued in the Public Offering;
(vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering
and the sale of the Private Placement Warrants shall be deposited; and (viii) “Transfer” shall mean the (a) sale
or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose
of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect
to or decrease of a call equivalent position within the meaning of Section 16 (“Section 16”) of the Securities
Exchange Act of 1934, as amended, with respect to any security, (b) entry into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery
of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause
(a) or (b).


 






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12.          This
Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof 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 changed, amended,
modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed
by the Company, the Sponsor and each Insider that is the subject of any such change, amendment, modification or waiver.


 


13.          Except
as otherwise provided herein, no party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations
hereunder without the prior written consent of the other parties. 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 shall
be binding on the Sponsor and each Insider and their respective successors, heirs and assigns and permitted transferees.


 


14.          Except
as provided for in paragraph 6, nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or entity other
than the parties hereto any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation,
promise or agreement hereof. Except as provided in paragraph 6, all covenants, conditions, stipulations, promises and agreements contained
in this Letter Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives
and assigns and permitted transferees.


 


15.          This
Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


16.          This
Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


17.          This
Letter 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. The parties
hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement
shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and
venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that
such courts represent an inconvenient forum.


 






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18.          Each
party hereto shall not be liable for any breaches or misrepresentations contained in this Letter Agreement by any other party to this
Letter Agreement (including, for the avoidance of doubt, any Insider with respect to any other Insider), and no party shall be liable
or responsible for the obligations of another party, including, without limitation, indemnification obligations and notice obligations.


 


19.          Any
notice, consent or request to be given in connection with any of the terms or provisions of this Letter 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 or
facsimile or other electronic transmission.


 


20.          This
Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the
Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is
not consummated and closed by December 31, 2022; provided further that paragraph 4 of this Letter Agreement shall survive
such liquidation for a period of six years.


 


[Signature Page Follows]


 






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	 	Sincerely,
	 	 
	 	PEGASUS DIGITAL MOBILITY SPONSOR LLC  
	 	 
	 	 
	 	By: 	 
	 	 	Name: 	James Condon
	 	 	Title: 	Manager



 


[Signature Page to Letter Agreement]


 






    


     


    

 


	 	 
	Name:	Sir Dr. Ralf Speth	 



 


	 	 
	Name:	F. Jeremey Mistry	 



 


	 	 
	Name:	Dr. Stefan Berger	 



 


	 	 
	Name:	Patrick Miller	 



 


	 	 
	Name: 	James Condon	 
	 	 
	 	 
	Name	 Florian Wolf	 
	 	 
	 	 
	Name: Steven J. Norris	 
		 
	 	 
	Name:	Jeffrey H. Foster	 
	 	 	 
	 	 
	Name:	John Doherty	 



 


[Signature Page to Letter Agreement]



 






    


     


    

 


	Acknowledged and Agreed:	 
	 	 
	PEGASUS DIGITAL MOBILITY ACQUISITION CORP.	 
	 	 
	By: 	 	 
	 	Name: 	F. Jeremey Mistry	 
	 	Title: 	Chief
Financial Officer and Secretary	 



 


[Signature Page to Letter Agreement]