Exhibit 10.4


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of [●], 2021, is made and entered into by and among Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted
company (the “Company”), Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”),
the qualified institutional buyers or institutional accredited investors listed under “Anchor Investors” on the signature
pages hereto (the “Anchor Investors”) and the undersigned parties listed under Holder on the signature page hereto
(each such party, together with the Sponsor, the Anchor Investors and any person or entity who hereafter becomes a party to this Agreement
pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).


 


RECITALS


 


WHEREAS, the Company and the Sponsor have
entered into that certain Securities Subscription Agreement (the “Founder Shares Purchase Agreement”), dated as of
April 16, 2021 pursuant to which the Sponsor purchased an aggregate of 5,750,000 shares (the “Founder Shares”)
of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”);


 


WHEREAS, after the closing of the Company’s
initial public offering, the Sponsor intends to transfer [●] Founder Shares to each of the other Holders;


 


WHEREAS, up to 750,000 of the Founder Shares
held by the Sponsor are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised;


 


WHEREAS, the Founder Shares are convertible
into the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), on the
terms and conditions provided in the Company’s amended and restated memorandum and articles of association;


 


WHEREAS, on [●], 2021, the Company
and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement (the “Sponsor Warrants Purchase Agreement”),
pursuant to which the Sponsor agreed to purchase an aggregate of 9,000,000 warrants (or up to 9,900,000 warrants if the over-allotment
option in connection with the Company’s initial public offering is exercised in full) (the “Private Placement Warrants”),
in a private placement transaction occurring simultaneously with the closing of the Company’s initial public offering, each Private
Placement Warrant entitling the holder thereof to purchase one Ordinary Share at a price of $11.50; and


 


WHEREAS, the Company and the Holders desire
to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain
securities of the Company, as set forth in this Agreement.


 


NOW, THEREFORE, in consideration
of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


ARTICLE I





DEFINITIONS


 


1.1           Definitions.
The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:


 


“Adverse Disclosure” shall mean
any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer,
the President or the principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required
to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case
of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would
not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide
business purpose for not making such information public.


 






     


     


    

 


“Agreement” shall have the meaning
given in the Preamble.


 


“Anchor Investors” shall have
the meaning given in the Preamble.


 


“Board” shall mean the Board
of Directors of the Company.


 


“Business Combination” shall
mean any merger, capital share exchange, asset acquisition, share purchase, reorganization or other similar business combination with
one or more businesses, involving the Company.


 


“Business Day” means any day,
other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or
required by law or regulation to close in the City of New York, New York.


 


“Class B Ordinary Shares”
shall have the meaning given in the Recitals hereto.


 


“Commission” shall mean the
Securities and Exchange Commission.


 


“Company” shall have the meaning
given in the Preamble.


 


“Demand Registration” shall
have the meaning given in subsection 2.1.1.


 


“Demanding Holder” shall have
the meaning given in subsection 2.1.1.


 


“Exchange Act” shall mean the
Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Form S-1” shall have the
meaning given in subsection 2.1.1.


 


“Form S-3” shall have the
meaning given in subsection 2.3.


 


“Founder Shares” shall have
the meaning given in the Recitals hereto and shall be deemed to include the Ordinary Shares issuable upon conversion thereof.


 


“Founder Shares Lock-up Period”
shall mean, with respect to the Founder Shares, the period ending on the earlier of (A) one year after the completion of the Company’s
initial Business Combination or (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, capital 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.


 


“Founder Shares Purchase Agreement”
shall have the meaning given in the Recitals hereto.


 


“Holders” shall have the meaning
given in the Preamble.


 


“Insider Letter” shall mean
that certain letter agreement, dated as of [●], 2021, by and among the Sponsor and each of the Company’s officers, directors
and director nominees.


 


“Maximum Number of Securities”
shall have the meaning given in subsection 2.1.4.


 






     


     


    

 


“Misstatement” shall mean an
untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus,
or necessary to make the statements contained therein (in the case of any Prospectus, in the light of the circumstances under which they
were made) not misleading.


 


“Ordinary Shares” shall have
the meaning given in the Recitals hereto.


 


“Permitted Transferees” shall
mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the
expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, pursuant to the Insider Letter
and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.


 


“Piggyback Registration” shall
have the meaning given in subsection 2.2.1.


 


“Private Placement Lock-up Period”
shall mean, with respect to Private Placement Warrants that are held by the initial purchasers of such Private Placement Warrants or their
Permitted Transferees, the Private Placement Warrants and any Ordinary Shares issued or issuable upon the exercise or conversion of the
Private Placement Warrants and that are held by the initial purchasers of the Private Placement Warrants or their Permitted Transferees,
the period ending 30 days after the completion of the Company’s initial Business Combination.


 


“Private Placement Warrants”
shall have the meaning given in the Recitals hereto.


 


“Prospectus” shall mean the
prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all
post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Registrable Security” shall
mean (a) the Ordinary Shares issued or issuable upon the conversion of any Founder Shares, (b) the Private Placement Warrants
(including any Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants), (c) any outstanding
Ordinary Shares or any other equity security (including, without limitation, the Ordinary Shares issued or issuable upon the exercise
of any other equity security, units comprising Ordinary Shares and warrants, and warrants) of the Company held by a Holder from time to
time, (d) any equity securities (including the Ordinary Shares issued or issuable upon the exercise of any such equity security)
of the Company issuable upon conversion of any working capital loans in an amount up to $1,500,000 in the aggregate made to the Company
by one or more Holders, and (e) any other equity security of the Company issued or issuable with respect to any such Ordinary Share
by way of a share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization;
provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities
when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act
and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such
securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer
shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the
Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration
pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated by the Commission) (but with no
volume or other restrictions or limitations); or (E) such securities have been sold to, or through, a broker, dealer or underwriter
in a public distribution or other public securities transaction.


 


“Registration” shall mean a
registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the
Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.


 


“Registration Expenses” shall
mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(A) all registration and filing fees (including
fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities exchange
on which the Ordinary Share is then listed;


 






     


     


    

 


(B) fees and expenses of compliance with securities
or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriter(s) in connection with blue sky qualifications
of Registrable Securities);


 


(C) printing, messenger, telephone and delivery
expenses;


 


(D) reasonable fees and disbursements of counsel
for the Company;


 


(E) reasonable fees and disbursements of all
independent registered public accountants of the Company incurred specifically in connection with such Registration; and


 


(F) reasonable fees and expenses of one (1) legal
counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration to be registered for offer and
sale in the applicable Registration.


 


“Registration Statement” shall
mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus
included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement,
and all exhibits to and all material incorporated by reference in such registration statement.


 


“Requesting Holder” shall have
the meaning given in subsection 2.1.1.


 


“Securities Act” shall mean
the Securities Act of 1933, as amended from time to time.


 


“Sponsor” shall have the meaning
given in the Preamble hereto.


 


“Sponsor Warrants Purchase Agreement”
shall have the meaning given in the Recitals hereto.


 


“Underwriter” shall mean a securities
dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making
activities.


 


“Underwritten Registration”
or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to one or more Underwriters
in a firm commitment underwriting for distribution to the public.


 


“Working Capital Warrants” shall
have the meaning given in the Recitals hereto.


 


ARTICLE II





REGISTRATIONS


 


2.1           Demand
Registration.


 


2.1.1           Request
for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time
to time on or after the date the Company consummates the Business Combination, the Holders of at least thirty percent (30%) in interest
of the then-outstanding number of Registrable Securities (the “Demanding Holders”) may make a written demand for Registration
under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities
to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”).
The Company shall, within ten (10)  days of the Company’s receipt of the Demand Registration, notify, in writing, all other
Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a
portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes
all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so
notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt
by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall
be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect,
as soon thereafter as reasonably practicable, but not more than forty five (45) days immediately after the Company’s receipt
of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant
to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations
pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities; provided,
however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration
statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities
requested by the Requesting Holders to be registered for resale on behalf of the Requesting Holders in such Form S-1 Registration
have been sold, in accordance with Section 3.1 of this Agreement.


 






     


     


    

 


2.1.2           Effective
Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration
pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the
Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the
Company has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if,
after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand
Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental
agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until,
(i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding
Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the
Company in writing, but in no event later than five (5) days, of such election; provided, further, that the Company
shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed
with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.


 


2.1.3           Underwritten
Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest of the
Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant
to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder
(if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such
Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided
herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection
2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering
by the majority-in-interest of the Demanding Holders initiating the Demand Registration.


 


2.1.4           Reduction
of Underwritten Offering. If the managing Underwriter(s) in an Underwritten Registration pursuant to a Demand Registration, in
good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number
of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other
Ordinary Shares or other equity securities that the Company desires to sell for its own account and the Ordinary Shares, if any, as to
which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders
who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering
without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering
(such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”),
then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding
Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder
and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities
that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred
to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to
the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Ordinary Shares or other equity
securities that the Company desires to sell for its own account, which can be sold without exceeding the Maximum Number of Securities;
and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and
(ii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register for resale
in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum
Number of Securities.


 






     


     


    

 


2.1.5           Demand
Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest
of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration
pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter(s) (if
any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission
with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything to the
contrary in this Agreement, (i) the Company may effect any Underwritten Registration pursuant to any then effective Registration
Statement, including a Form S-3, that is then available for such offering and (ii) the Company shall be responsible for the
Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this
subsection 2.1.5.


 


2.2           Piggyback
Registration.


 


2.2.1           Piggyback
Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration
Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or
exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by
the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than
a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange
offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible
into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such
proposed filing to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than ten (10) days
before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities
to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter(s), if
any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the resale of such
number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice
(such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities
to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter(s) of a proposed Underwritten
Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback
Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the
sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such
Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall
enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.


 


2.2.2           Reduction
of Piggyback Registration. If the managing Underwriter(s) in an Underwritten Registration that is to be a Piggyback Registration,
in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that
the dollar amount or number of the Ordinary Shares that the Company desires to sell, taken together with (i) the Ordinary Shares,
if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other
than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration has been requested
pursuant to Section 2.2 hereof, and (iii) the Ordinary Shares, if any, as to which Registration has been requested pursuant
to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities,
then:


 


   (a) If the Registration is undertaken for
the Company’s account, the Company shall include in any such Registration (A) first, the Ordinary Shares or other equity securities
that the Company desires to sell for its own account, which can be sold without exceeding the Maximum Number of Securities; (B) second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of
Holders exercising their rights to register the resale of their Registrable Securities pursuant to subsection 2.2.1 hereof, Pro
Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares, if any, as to which Registration
has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold
without exceeding the Maximum Number of Securities;


 






     


     


    

 


   (b) If the Registration is pursuant to a request
by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first,
the Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable
Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register
the resale of their Registrable Securities pursuant to subsection 2.2.1, pro rata based on the number of Registrable Securities
that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the
Holders have requested to be included in such Underwritten Registration, which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B),
the Ordinary Shares or other equity securities that the Company desires to sell for its own account, which can be sold without exceeding
the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clauses (A), (B) and (C), the Ordinary Shares or other equity securities for the account of other persons or entities
that the Company is obligated to register for resale pursuant to separate written contractual arrangements with such persons or entities,
which can be sold without exceeding the Maximum Number of Securities.


 


2.2.3           Piggyback
Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any
or no reason whatsoever upon written notification to the Company and the Underwriter(s) (if any) of his, her or its intention to
withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect
to such Piggyback Registration (or in the case of an Underwritten Registration pursuant to Rule 415 under the Securities Act, at
least two business days prior to the time of pricing of the applicable offering). The Company (whether on its own good faith determination
or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration
Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration
Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses
incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.


 


2.2.4           Unlimited
Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall
not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.


 


2.3           Registrations
on Form S-3. The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company,
pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the
resale of any or all of their Registrable Securities on Form S-3 or any similar short form registration statement that may be available
at such time (“Form S-3”), or if the Company is ineligible to use Form S-3, on Form S-1; provided,
however, that the Company shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days
of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form S-3,
the Company shall promptly give written notice of the proposed Registration on Form S-3 to all other Holders of Registrable Securities,
and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities
in such Registration on Form S-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder
of the notice from the Company. As soon as reasonably practicable thereafter, but not more than twelve (12) days after the Company’s
initial receipt of such written request for a Registration on Form S-3, the Company shall register the resale of all or such portion
of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable
Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or
Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3
hereof if the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion
in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the
public of less than $10,000,000. The Company shall maintain each registration statement pursuant to this Section 2.3 (a “Shelf”)
in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and
supplements as may be necessary to keep such Shelf continuously effective, available for use and in compliance with the provisions of
the Securities Act until such time as there are no longer any Registrable Securities included on such Shelf. In the event the Company
files a Shelf on Form S-1, the Company shall use its commercially reasonable efforts to convert the Form S-1 to a Form S-3
as soon as reasonably practicable after the Company is eligible to use Form S-3. Registrations effected pursuant to this Section 2.3
shall not be counted as Demand Registrations effected pursuant to Section 2.1.


 






     


     


    

 


2.4           Restrictions
on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s good
faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of,
a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand
Registration pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the
applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company
and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment
of the Board such Registration would be materially detrimental to the Company and the Board concludes as a result that it is essential
to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate
signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be materially detrimental to the Company
for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration
Statement. In such event, the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided,
however, that the Company shall not defer its obligation in this manner more than once in any 12-month period. Notwithstanding
anything to the contrary contained in this Agreement, no Registration shall be effected or permitted and no Registration Statement shall
become effective, with respect to any Registrable Securities held by any Holder, until after the expiration of the Founder Shares Lock-Up
Period or the Private Placement Lock-Up Period, as the case may be.


 


ARTICLE III





COMPANY PROCEDURES


 


3.1           General
Procedures. If at any time on or after the date the Company consummates a Business Combination the Company is required to effect the
Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale of such
Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously
as possible:


 


3.1.1           prepare
and file with the Commission as soon as reasonably practicable a Registration Statement with respect to such Registrable Securities and
use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities
covered by such Registration Statement have been sold;


 


3.1.2           prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the
Prospectus, as may be reasonably requested by the majority in interest of the Holders with Registrable Securities registered for resale
on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions
applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the
Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the
intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;


 


3.1.3           prior
to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriter(s),
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all
exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each
preliminary Prospectus), and such other documents as the Underwriter(s) and the Holders of Registrable Securities included in such
Registration or the legal counsel for any such Holders may reasonably request in order to facilitate the disposition of the Registrable
Securities owned by such Holders;


 






     


     


    

 


3.1.4           prior
to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered
by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders
of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take
such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by
such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other
acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement
to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required
to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which
it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;


 


3.1.5           cause
all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued
by the Company are then listed;


 


3.1.6           provide
a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of
such Registration Statement;


 


3.1.7           advise
each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any
stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding
for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if
such stop order should be issued;


 


3.1.8           at
least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel;


 


3.1.9           notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act,
of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes
a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;


 


3.1.10         permit
a representative of the Holders, the Underwriter(s), if any, and any attorney or accountant retained by such Holders or Underwriter(s) to
participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s
officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or
accountant in connection with the Registration; provided, however, that such representatives or Underwriter(s) enter into a confidentiality
agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;


 


3.1.11         obtain
a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the
managing Underwriter(s) may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;


 


3.1.12         on
the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel
representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any,
and the Underwriter(s), if any, covering such legal matters with respect to the Registration in respect of which such opinion is being
given as the participating Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included
in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;


 


3.1.13         in
the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary
form, with the managing Underwriter(s) of such offering;


 


3.1.14         make
available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months
beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement
which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated
thereafter by the Commission);


 






     


     


    

 


3.1.15         if
the Registration involves the Registration of the resale of the Registrable Securities involving gross proceeds in excess of $25,000,000,
use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations
that may be reasonably requested by the Underwriter(s) in any Underwritten Offering; and


 


3.1.16         otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating Holders,
in connection with such Registration.


 


3.2           Registration
Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the
Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions
and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,”
all reasonable fees and expenses of any legal counsel representing the Holders.


 


3.3           Requirements
for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of the Company
pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities
on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires,
powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required
under the terms of such underwriting arrangements.


 


3.4           Suspension
of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains
a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of
a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and
file such supplement or amendment as soon as reasonably practicable after the time of such notice), or until it is advised in writing
by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration
Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion
in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control,
the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend
use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good
faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the
Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any
Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of
the expiration of any period during which it exercised its rights under this Section 3.4.


 


3.5           Reporting
Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company
under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period)
all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the
Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that
it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder
to sell Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided
by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including
providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly
authorized officer as to whether it has complied with such requirements.


 






     


     


    

 


ARTICLE IV





INDEMNIFICATION AND CONTRIBUTION


 


4.1           Indemnification.


 


4.1.1           The
Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors, agents and
each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket
expenses (including, without limitation, reasonable attorneys’ fees) resulting from any untrue or alleged untrue statement of material
fact contained in any 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 not misleading,
except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly
for use therein. The Company shall indemnify the Underwriter(s), their officers and directors and each person who controls such Underwriter(s) (within
the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.


 


4.1.2           In
connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to
the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration
Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each
person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and out-of-pocket
expenses (including, without limitation, reasonable attorneys’ fees) resulting from any untrue statement of material fact contained
in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of
a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that
such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use
therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders
of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the
net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable
Securities shall indemnify the Underwriter(s), their officers, directors and each person who controls such Underwriter(s) (within
the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.


 


4.1.3           Any
person entitled to indemnification herein shall (i) 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 (ii) 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, 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 (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not 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 any indemnified party a conflict of interest may exist
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 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.


 


4.1.4           The
indemnification provided for under this 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 or controlling person of such indemnified party and shall survive the transfer
of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions
as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s
indemnification is unavailable for any reason.


 






     


     


    

 


4.1.5           If
the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any losses, claims, damages, liabilities 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; provided, however, that the liability
of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering
giving rise to such liability. 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 subsections 4.1.1, 4.1.2, and 4.1.3 above, any
legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties
hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata
allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection
4.1.5. 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 subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.


 


ARTICLE V





MISCELLANEOUS


 


5.1           Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or
by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram or
facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently
given, served, sent, and received, in the case of mailed notices, on the third Business Day following the date on which it is mailed and,
in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as
it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the
addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: Pegasus Digital
Mobility Acquisition Corp., 260 Mason Street, Greenwich, CT 06830, Attention: James Condon, Director, and, if to any Holder, at such Holder’s
address or facsimile number as set forth in the Company’s books and records. Any party may change its address for notice at any
time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) calendar
days after delivery of such notice as provided in this Section 5.1.


 


5.2           Assignment;
No Third Party Beneficiaries.


 


5.2.1           This
Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or
in part.


 


5.2.2           Prior
to the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder may assign
or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer
of Registrable Securities by such Holder to a Permitted Transferee.


 


5.2.3           This
Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and
the permitted assigns of the Holders, which shall include Permitted Transferees.


 


5.2.4           This
Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this
Agreement and Section 5.2 hereof.


 


5.2.5           No
assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company
unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof
and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions
of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made
other than as provided in this Section 5.2 shall be null and void.


 






     


     


    

 


5.3           Counterparts.
This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original,
and all of which together shall constitute the same instrument, but only one of which need be produced.


 


5.4           Governing
Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY
AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW
YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION.


 


5.5           Amendments
and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities
at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or
any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the
foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of capital shares
of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder
so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of
a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies
of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as
a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.


 


5.6           Other
Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right
to require the Company to register the offer, sale or resale of any securities of the Company for sale or to include such securities of
the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person.
Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with
similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of
this Agreement shall prevail.


 


5.7           Term.
This Agreement shall terminate with respect to any Holder on the date that such Holder no longer holds any Registrable Securities. The
provisions of Section 3.5 and Article IV shall survive any termination.


 


[SIGNATURE PAGES FOLLOW]


 






     


     


    

 


IN WITNESS WHEREOF, the undersigned have caused this Agreement
to be executed as of the date first written above.


 


	 	COMPANY:
	 	 
	 	PEGASUS DIGITAL MOBILITY ACQUISITION CORP., 
 a Cayman Islands exempted company
	 	 	 
	 	By:	 
	 	 	Name: F. Jeremey Mistry
	 	 	Title:   Chief Financial Officer and Secretary
	 	 	 
	 	  HOLDERS:
	 	 
	 	PEGASUS DIGITAL MOBILITY SPONSOR LLC, 

a Cayman Islands limited liability company
	 	 	 
	 	By:	 
	 	 	Name: James Condon
	 	 	Title:   Manager



 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 


	 	 
	 	Florian Wolf
	 	 
	 	 
	 	 Steven J. Norris



 


	 	 
	 	 Jeffrey H. Foster
	 	 
	 	
	 	John Doherty
	 	 



 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 


	 	ANCHOR INVESTORS:
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:   
	 	 
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:  
	 	 	 


 


[Signature Page to Registration Rights Agreement]