Pegasus Digital Mobility Acquisition Corp - Ordinary Shares (PGSS) 8-KEntry into a Material Definitive Agreement

Exhibit 10.1

Clifford Chance PARTNERSCHAFT MIT BESCHRÄNKTER BERUFSHAFTUNG

ANETTE SCHMID,

CHRISTIAN SCHMID

AND

PEGASUS DIGITAL MOBILITY ACQUISITION CORP.

FIRST AMENDMENT TO SHAREHOLDERS'

UNDERTAKING

FIRST AMENDMENT TO SHAREHOLDERS' UNDERTAKING

THIS FIRST AMENDMENT TO THE SHAREHOLDERS' UNDERTAKING (this "Amendment"), dated as of January 29, 2024 is by and among (i) Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company ("Pegasus"), (ii) Anette Schmid and (iii) Christian Schmid (collectively, the "Parties" and each, a "Party"). Capitalized terms used but not otherwise defined in this Amendment shall have respective meanings ascribed to such terms in the Shareholders' Undertaking Agreement (as defined below).

RECITALS

WHEREAS, Pegasus, Gebr. Schmid GmbH and other parties previously entered into a business combination agreement dated as of May 31, 2023, as amended from time to time (together, the "Business Combination Agreement").

WHEREAS, Pegasus, Anette Schmid and Christian Schmid previously entered into a shareholders' undertaking agreement dated as of May 31, 2023 in connection with the Business Combination Agreement (the "Shareholders' Undertaking Agreement").

WHEREAS, the Parties desire to amend certain provisions and references within the Shareholders' Undertaking Agreement on the terms and subject to the conditions set forth in this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants, agreements and understandings herein contained, the receipt and sufficiency of which are acknowledged, on the terms and subject to the conditions set forth in this Amendment, the Parties, intending to be legally bound, agree as follows:

"Pegasus MergerSub Corp., a newly formed and wholly owned subsidiary of TopCo, incorporated as a Cayman Islands exempted company ("Merger Sub"), will merge with and into Pegasus with Pegasus surviving the merger and the shareholders of Pegasus receiving the merger consideration set out in the Business Combination Agreement, resulting in eligible shareholders of Pegasus being issued TopCo Shares.

On or about the closing date of the Business Combination (the "Closing Date"), the TopCo Shares will be listed on the NYSE. The (pre-closing) equity valuation of the Company, on the basis of which the Transaction is to be consummated, is a USD-equivalent of 28,725,000 shares times the price per share of Pegasus’ Class A ordinary shares five trading days before the completion of the Business Combination (the "Equity Value") (as also set forth in the exchange table exhibited as Exhibit 2 to this Agreement (the "Exchange Table" and in the BCA)."

"This Agreement shall have effect as from the date of the amendment to this Agreement to (i) the expiry of April 30, 2024 (unless all Parties agree to extend this deadline), (ii) the termination of the BCA in accordance with its terms, or (iii) the consummation of all transactions contemplated under the BCA, whichever occurs earlier; a regular termination (ordentliche Kündigung) of this Agreement and any other right to leave the Agreement for any other reason shall be excluded to the extent legally possible."

"6. Potential transfer of Company Shares by Christian Schmid to a third party

Christian Schmid is permitted to transfer up to 1.5% of the Company Shares (the "Transfer Shares") to a third party (the "Permitted Transferee") provided that the Permitted Transferee will assume all obligations currently applying to Christian Schmid with respect to the Transfer Shares under the relevant Transaction documents, including, in particular, this Agreement and the lock-up letter of Christian Schmid and Anette Schmid dated May 31, 2023, and will accede to the relevant agreements and other documents if requested by Pegasus."

"Equity Value at Closing (illustrative at a USD 11.12 TopCo Share price times 28,725,000 TopCo Shares): USD 319.4 million.

Consideration to the Shareholders: 28,725,000 TopCo Shares, thereof (i) Anette Schmid: 24% of the Company Shares transferable into 6,894,000 TopCo Shares, (ii) Christian Schmid 24% of the Company Shares transferable into 6,894,000 TopCo Shares and (iii) Community of Heirs (Erbengemeinschaft): 52% of the Company Shares transferable into 14,937,000 TopCo Shares."

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have hereunto caused this Amendment to be duly executed as of the date hereof.

[Signature Page of the Shareholders' Undertaking Agreement – First Amendment]

[Signature Page of the Shareholders' Undertaking Agreement – First Amendment]