WARRANT AGREEMENTWarrant Agreement • October 7th, 2021 • Semper Paratus Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Semper Paratus Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • October 7th, 2021 • Semper Paratus Acquisition Corp • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Semper Paratus Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Semper Paratus Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co., the representatives of the underwriters (“Cantor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Semper Paratus Acquisition Corporation 38th Floor New York, NY 10017Semper Paratus Acquisition Corp • October 7th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on April 22, 2021 by and between Semper Paratus Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Semper Paratus Acquisition Corporation, a Cayman Island exempted company (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 shares (the “ Shares”) of the Class B ordinary shares, $0.0001 par value per share (the “Class B Ordinary Shares”) up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units of the Company (the “Units”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • October 7th, 2021 • Semper Paratus Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [________], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Semper Paratus Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. (the “Purchaser”).
Semper Paratus Acquisition Corporation New York, New York 10017 Re: Initial Public OfferingLetter Agreement • October 7th, 2021 • Semper Paratus Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Semper Paratus Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Cantor Fitzgerald & Co as representatives (the “Representatives”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 34,500,000 of the Company’s units (including 4,500,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A 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 Pub
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 7th, 2021 • Semper Paratus Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between Semper Paratus Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • October 7th, 2021 • Semper Paratus Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Semper Paratus Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and [● ] (the “Indemnitee”).
Semper Paratus Acquisition CorporationSemper Paratus Acquisition Corp • October 7th, 2021 • Blank checks • New York
This letter will confirm our agreement that, commencing on the date (the “Effective Date”) that the securities of Semper Paratus Acquisition Corporation (the “Company”) are first listed on the Nasdaq Capital Market and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-[●]) filed with the Securities and Exchange Commission for the initial public offering (the “IPO”) of the Company’s securities) (such earlier date hereinafter referred to as the “Termination Date”), Semper Paratus Sponsor LLC or an affiliate of Semper Paratus Sponsor LLC (the “Provider”) shall take steps directly or indirectly to make available, or cause to be made available, to the Company certain office space, secretarial and administrative services as may be reasonably required by the Company from time to time, situated at 767 Third Avenue, 38th Floor
