Pegasus Entrepreneurial Acquisition Europe B : Warrant Terms and Conditions

WARRANT TERMS & CONDITIONS

The following terms and conditions apply to the Warrants issued by FL Entertainment N.V. as referred to

in the Prospectus

1 Definitions

As used herein the following capitalised terms have the meaning set forth below:

Alternative Issuance	Has the meaning ascribed to it in Section 4.5
Black-Scholes Warrant Value	Has the meaning ascribed to it in Section 4.5
Bloomberg	Has the meaning ascribed to it in Section 4.5
Book-Entry Interests	Has the meaning ascribed to it in subsection
	2.2.2.
Business Combination	The merger between Pegasus Entrepreneurs and
	the Company, with Pegasus Entrepreneurs be-
	ing the disappearing entity
Business Combination Date	The date the Business Combination became ef-
	fective, i.e. 1 July 2022
Company	FL Entertainment N.V.
Depositary	Euroclear Nederland
Dutch Civil Code	Burgerlijk Wetboek
Dutch Securities Giro Transactions Act	Wet giraal effectenverkeer
Exercise Period	Has the meaning ascribed to it in Section 3.2
Expiration Date	Has the meaning ascribed to it in Section 3.2
Extraordinary Dividend	Has the meaning ascribed to it in Section 4.1
Founder Warrants	The founder warrants issued by Pegasus Entre-
	preneurs and subsequently assumed by the
	Company pursuant to the Business Combina-
	tion
Historical Fair Market Value	Has the meaning ascribed to it in subsection
	4.1.1.
Letter Agreement	A letter agreement between the Company, the
	Sponsors and the Pegasus Board Members
	dated 10 December 2021
Make-Whole Exercise	Has the meaning ascribed to it in Section 6.2
Market Value	Has the meaning ascribed to it in Section 4.4

Newly Issued Price	Has the meaning ascribed to it in Section 4.4
Ordinary Cash Dividends	Has the meaning ascribed to it in subsection
	4.1.2
Ordinary Share	An ordinary share in the capital of the Com-
	pany, with a nominal value of €0.01 per share
Participants	Intermediaries within the meaning of the Dutch
	Securities Transactions Act
Pegasus Board	The board of Pegasus Entrepreneurs prior to the
	Business Combination
Pegasus Board Members	The former members of the Pegasus Board
Pegasus Entrepreneurs	Pegasus Entrepreneurial Acquisition Company
	Europe B.V.
Per Share Consideration	Has the meaning ascribed to it in Section 4.5
Permitted Transferee	Has the meaning ascribed to it in Section 2.4
Prospectus	The prospectus dated 1 July 2022 prepared by
	the Company for the purposes of the Prospectus
	Regulation in connection with the admission to
	listing and trading of all Ordinary Shares and
	Public Warrants on Euronext Amsterdam, in-
	cluding any supplement thereto and any docu-
	ments incorporated by referenced therein
Prospectus Regulation	Regulation (EU) 2017/1129 of the European
	Parliament and of the Council of 14 June 2017
	(including any relevant delegated regulations)
Public Warrants	The public warrants issued by the Company (in-
	cluding, for the avoidance of doubt, the public
	warrants issued by Pegasus Entrepreneurs and
	assumed by the Company pursuant to the Busi-
	ness Combination)
Redemption Date	Has the meaning ascribed to it in Section 6.3
Redemption Period	Has the meaning ascribed to it in Section 6.3
Redemption Price	Has the meaning ascribed to it in Section 6.3
Reference Value	Has the meaning ascribed to it in Section 6.3
Registered Holder	Has the meaning ascribed to it in subsection
	2.2.3
Section	A section of these Warrant T&Cs
Sponsors	Diego De Giorgi, Jean-Pierre Mustier, Pierre
	Cuilleret (through Pegasus Acquisition Partners

	Holding), Tikehau Capital SCA (through Bel-
	lerophon Financial Sponsor II SAS) and Fi-
	nancière Agache SA (through Poseidon Entre-
	preneurs Financial Sponsor SAS) and one of its
	board members
Sponsor Fair Market Value	Has the meaning ascribed to it in subsection
	3.3.1
Statutory Board	The one-tier board of the Company
Trading Day	A day on which Euronext Amsterdam is open
	for trading
Warrant Agent	ABN AMRO Bank N.V. or any successor war-
	rant agent
Warrant Holder	Has the meaning ascribed to it in subsection
	2.2.3
Warrant Price	Has the meaning ascribed to it in Section 3.1
Warrant Register	Has the meaning ascribed to it in subsection
	2.2.1
Warrants	Founder Warrants and Public Warrants
Warrant T&Cs	These terms and conditions

2 The Warrants

1. Form of Warrant.The Warrants are created under, and are subject to the laws of the Netherlands. Each Warrant shall be issued in registered form only. Application has been made for the Public War- rants to be accepted for clearance through the book-entry facilities of the Depositary, and as such the Public Warrants will be upon issuance entered into the collective deposit (verzameldepot) and giro deposit (girodepot) on the basis of the Dutch Securities Giro Transactions Act.
2. Registration

1. Warrant Register.The Warrant Agent shall maintain books (the "Warrant Register"), for the reg- istration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respec- tive holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. Subject to subsection 2.2.2, the Warrants are transferred in accordance with the provisions of the Dutch Civil Code and transfers of their ownership shall be deemed effective from the moment they are registered in the name of the acquirer in the Warrant Register.
2. Book-EntryInterests.Ownership interests in a collective deposit in respect of the Warrants (the "Book-EntryInterests") will be shown on, and transfers thereof will be done exclusively through, records maintained in book-entry form by the Depositary and the Participants. For the purposes of these Warrant T&Cs, references to a "Warrant" are also meant to refer to any Book-Entry Interests

in respect of a Warrant, unless the context requires otherwise.

1. Registered Holder/Warrant Holder. Prior to due presentment for registration of transfer of any War- rant, the Company and the Warrant Agent may deem and treat the person in whose name such War- rant is registered in the Warrant Register (the "Registered Holder") as the absolute owner of such
   Warrant, for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. For the purposes of this Agree- ment and the Warrant T&Cs, references to a "Warrant Holder" or to a "holder of Warrants" or similar references are meant to refer to the Registered Holder or, in respect of Warrants entered into a collective deposit and giro deposit, to a holder of Book-Entry Interests.
2. Warrants held by the Company.The Company may issue Warrants and be the holder in respect of such Warrants provided that no rights attached to such Warrants pursuant to the Warrant T&Cs can be exercised by the Company except that such Warrants may be transferred by the Company. In case any rights attached to the Warrants would lapse pursuant to Section 6:161 Dutch Civil Code or oth- erwise as a result of the Company holding the Warrants, such rights will resurrect and the Company will perform any acts necessary to ensure such rights are resurrected upon transferring such Warrants to a third party.

1. Fractional Warrants. The Company shall not issue or deliver fractional Warrants.
2. Founder Warrants.The Founder Warrants will have substantially the same terms as the Public War- rants, except that so long as they are held by the Sponsors or any of their Permitted Transferees (as defined below): (i) the Founder Warrants may be exercised for cash or on a "cashless basis," pursuant to subsection 3.3.1 hereof, (ii) the Founder Warrants and the Ordinary Shares issuable or deliverable upon exercise of the Founder Warrants, may not be transferred, assigned, converted or sold until thirty (30) days after the Business Combination Date, and (iii) the Founder Warrants shall not be redeemable by the Company pursuant to Section 6.1 and 6.2 below; provided, however, that in the case of (ii), the Founder Warrants and any Ordinary Shares issued or delivered upon exercise of the Founder Warrants may, subject to the terms and conditions of any lock-up provisions as described in the Prospectus, be transferred by the holders thereof, to the following permitted transferees:
3. 1. the Pegasus Board Members, any affiliates or family members of the Pegasus Board Mem- bers, any members or directors of the Sponsors or any affiliates of the Sponsors;
   2. in the case of an individual, by gift to a member of the individual's immediate family or to a trust, the beneficiary of which is a member of the individual's immediate family or an affil- iate of such person, or to a charitable organization;
   3. in the case of an individual, by virtue of distribution upon death of the individual;
   4. any transferee, by private sales or transfers made in connection with the consummation of the Business Combination at prices no greater than the price at which the Pegasus Founder Warrants were originally purchased;
   5. any transferee, in the event of the Company's liquidation prior to the completion of the Busi- ness Combination;
   6. in the case of an entity, by virtue of the laws of its jurisdiction or its organizational documents or operating agreement; and

1. any transferee, in the event of completion of a liquidation, merger, share exchange, reorgan- ization or other similar transaction which results in all of the holders of Ordinary Shares having the right to exchange their Ordinary Shares for cash, securities or other property sub- sequent to the completion of the Business Combination;

provided, however, that subject to and in accordance with the terms of the Letter Agreement, in the case of clauses (a) through (d), and (f), these permitted transferees (the "Permitted Transferees") must accede to and become a party to the Letter Agreement.

Each of the Sponsors or any Permitted Transferees may request listed Public Warrants to be delivered to it in exchange for all or part of their Founder Warrants by delivering to the Warrant Agent a notice in the form as requested by the Warrant Agent. Such exchange may take place at the earliest thirty (30) days after the Business Combination Date.

3 Terms and Exercise of Warrants

1. Warrant Price. Each whole Warrant shall entitle an eligible holder thereof, subject to these Warrant T&Cs, to purchase from the Company one Ordinary Share, at the price of €11.50 per Ordinary Share, subject to the adjustments in accordance with Section 4 below. The term "Warrant Price" as used in these Warrant T&Cs shall mean the price per Ordinary Share (including in cash or by payment of
   Warrants pursuant to a "cashless exercise," to the extent permitted hereunder) described in the prior sentence at which a Ordinary Share may be purchased at the time a Warrant is exercised.
2. Duration of Warrants.Warrants may be exercised only during the period (the "Exercise Period")
   (A) commencing the date that is five (5) business days after the Business Combination Date, and (B) terminating at the earliest to occur of (x) 6:00 p.m., Amsterdam time on the date that is five (5) years after the Business Combination Date, (y) the liquidation of the Company, and (z) other than with respect to the Founder Warrants then held by the Sponsors or their Permitted Transferees, 6:00 p.m., Amsterdam time on the Redemption Date (as defined below) as provided in Section 6.3 below (the "Expiration Date"). Except, if applicable, with respect to the right to receive the Redemption Price (as defined below) in the event of a redemption (as set forth in Section 6 below), each Warrant (other than a Founder Warrant then held by the Sponsors or their Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights there- under and all rights in respect thereof under this Agreement shall cease at 6:00 p.m. Amsterdam time on the Expiration Date.
3. Exercise of Warrants.

3.3.1 Payment/Cashless Exercise. Subject to the Warrant T&Cs, a Warrant may be exercised by an eligible holder thereof by (i) delivering (in case of Book-Entry Interests: through its accredited financial in- termediary) to the Warrant Agent a notice of warrant exercise (in the form as requested by the War- rant Agent), (ii) in the case of Book-Entry Interests, instructing its accredited financial intermediary to transfer the Warrants to be exercised to an account of the Warrant Agent designated for such purposes by the Warrant Agent, and in any other cases transferring the Warrants to the Warrant Agent as set out in subsection 2.2.1, and (iii) the payment in full of the Warrant Price for each Ordinary Share as to which a Warrant is exercised and any and all applicable taxes due in connection with the exercise of those Warrants, the exchange of those Warrants for the Ordinary Shares and the issuance or delivery of such Ordinary Shares, in lawful money of the European Monetary Union.