UNDERWRITING AGREEMENT between SEMPER PARATUS ACQUISITION CORPORATION and CANTOR FITZGERALD & CO. Dated: November 3, 2021 SEMPER PARATUS ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • November 8th, 2021 • Semper Paratus Acquisition Corp • Blank checks • New York
The undersigned, Semper Paratus Acquisition Corporation, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald)) as follows:
WARRANT AGREEMENTWarrant Agreement • November 8th, 2021 • Semper Paratus Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 3, 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 corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 14th, 2024 • Semper Paratus Acquisition Corp • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________ __, 20__ by and between Tevogen Bio Holdings Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • November 8th, 2021 • Semper Paratus Acquisition Corp • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of November 3, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 8th, 2021 • Semper Paratus Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 3, 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”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • June 29th, 2023 • Semper Paratus Acquisition Corp • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of June 28, 2023 by and among (i) Semper Paratus Acquisition Corporation, incorporated as a Cayman Islands exempted company (together with its successors, the “Purchaser”), (ii) Semper Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Purchaser (“Merger Sub”), (iii) SSVK Associates, LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Security Holders (as defined below) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) Ryan Saadi, in the capacity as the representative from and after the Effective Time for the Company Stockholders (as defined below) as of immediately prior to the Effective Time in accordance w
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • November 8th, 2021 • Semper Paratus Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 3rd day of November 2021, by and between Semper Paratus Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. (the “Subscriber”).
Semper Paratus Acquisition Corporation 38th Floor New York, NY 10017Securities Subscription Agreement • October 7th, 2021 • Semper Paratus Acquisition Corp • 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 • November 8th, 2021 • Semper Paratus Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of November 3, 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 Semper Paratus Sponsor LLC (the “Purchaser”).
Semper Paratus Acquisition Corporation New York, New York 10017 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • November 8th, 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”), and Cantor Fitzgerald & Co. (“Cantor”), as representative (the “Representative”) 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
SUBSCRIPTION AGREEMENTSubscription Agreement • August 21st, 2023 • Semper Paratus Acquisition Corp • Blank checks • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of June 20, 2023 (the “Effective Date”), by, between and among Polar Multi-Strategy Master Fund (the “Investor”), Semper Paratus Acquisition Corporation., a Cayman Islands exempt company (“SPAC”) and SSVK Associates, LLC, a Delaware limited liability company (“Sponsor”). Investor, SPAC and Sponsor are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • April 29th, 2024 • Tevogen Bio Holdings Inc. • Biological products, (no disgnostic substances) • Delaware
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) has been executed, and is effective as of the Closing Date, by Dr. Ryan Saadi, Chief Executive Officer of the Company and stockholder of the Company (defined below) (the “Subject Party”), in favor of and for the benefit of Semper Paratus Acquisition Corporation, a Cayman Islands exempted company (including any successor entity thereto, the “Purchaser”), and each of the Purchaser’s Affiliates, successors, and direct and indirect Subsidiaries (collectively with the Purchaser, the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (defined below).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 29th, 2024 • Tevogen Bio Holdings Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 14, 2024 (the “Effective Date”) by and among (i) Semper Paratus Acquisition Corporation, a Delaware corporation (the “Company”), (ii) SSVK Associates, LLC, a Delaware limited liability company (the “Sponsor”), (iii) Semper Paratus Sponsor LLC, a Delaware limited liability company (the “Original Sponsor”), (iv) each of the undersigned parties listed on Schedule 1-A attached hereto (collectively, the “Company Holders”); (v) each of the parties listed on Schedule 1-B attached hereto (collectively, the “Sponsor Holders”); (vi) Cantor Fitzgerald & Co. (“Cantor”) and (vii) any person or entity who hereafter becomes a party to this Agreement pursuant to Section 3.11 of this Agreement (together with the Sponsor, the Original Sponsor, the Company Holders, the Sponsor Holders, and Cantor, at all times when such parties hold Registrable Securities (as defined below), the “Holders” an
INDEMNITY AGREEMENTIndemnification Agreement • November 8th, 2021 • Semper Paratus Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 3, 2021, by and between Semper Paratus Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and [● ] (the “Indemnitee”).
THE WANAMAKER BUILDING OFFICE LEASE AGREEMENT BY AND BETWEEN WANAMAKER OFFICE LEASE, LP a Delaware limited partnership (“LANDLORD”) AND TEVOGEN BIO INC a Delaware corporation (“TENANT”) DATED June 9, 2022 OFFICE LEASE AGREEMENT BETWEEN WANAMAKER...Office Lease Agreement • December 22nd, 2023 • Semper Paratus Acquisition Corp • Biological products, (no disgnostic substances) • Pennsylvania
THIS OFFICE LEASE AGREEMENT is made as of the 9th day of June, 2022, (hereinafter referred to as the “Lease”), between WANAMAKER OFFICE LEASE, LP, a Delaware limited partnership, (hereinafter referred to as “Landlord”), and TEVOGEN BIO INC, a Delaware corporation, whose present address is 15 Independence Way, Warren, NJ 07059 (hereinafter referred to as “Tenant”).
SERVICE AGREEMENTService Agreement • November 22nd, 2023 • Semper Paratus Acquisition Corp • Biological products, (no disgnostic substances) • Massachusetts
The licensee(s) identified on the signature block of this agreement (the “Licensee”) and CIC hereby agree to the following (the “Agreement” or “Service Agreement”).
Securities Purchase AGREEMENTSecurities Purchase Agreement • April 29th, 2024 • Tevogen Bio Holdings Inc. • Biological products, (no disgnostic substances) • Delaware
This SECURITIES PURCHASE Agreement (this “Agreement”) is made as of February 14, 2024, by and among Tevogen Bio Holdings Inc., a Delaware corporation (the “Company”), The Patel Family, LLP (“Purchaser”).
LOCK-UP AGREEMENTLock-Up Agreement • April 29th, 2024 • Tevogen Bio Holdings Inc. • Biological products, (no disgnostic substances) • Delaware
This Lock-Up Agreement (the “Agreement”) is dated as of February 14, 2024 and is between Tevogen Bio Holdings Inc., a Delaware corporation (formerly known as Semper Paratus Acquisition Corporation, a Cayman Islands exempted company) (the “Company”), SSVK Associates, LLC, a Delaware limited liability company (“Sponsor”), each of the stockholder parties identified on Exhibit A hereto, each of the directors and executive officers of Sponsor identified on Exhibit B hereto and the other Persons who enter into a joinder to this Agreement substantially in the form of Exhibit C hereto with the Company in order to become a “Stockholder Party” for purposes of this Agreement (collectively, the “Stockholder Parties” and together with the Sponsor, the “Locked-Up Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below).
TEVOGEN BIO HOLDINGS INC.Restricted Stock Unit Agreement • June 10th, 2024 • Tevogen Bio Holdings Inc. • Biological products, (no disgnostic substances)
Tevogen Bio Holdings Inc., a Delaware corporation (the “Company”), hereby grants restricted stock units (the “RSUs”) relating to shares of the Company’s non-voting common stock, par value $0.01 per share (the “Stock”), to the Grantee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the RSUs are set forth in this cover sheet and in the attached Restricted Stock Unit Agreement (together, the “Agreement”) and in the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan (as it has been or may be amended and/or restated from time to time, the “Plan”).
TEVOGEN BIO HOLDINGS INC.Restricted Stock Unit Agreement • April 29th, 2024 • Tevogen Bio Holdings Inc. • Biological products, (no disgnostic substances) • Delaware
Tevogen Bio Holdings Inc., a Delaware corporation (the “Company”), hereby grants restricted stock units (the “RSUs”) relating to shares of the Company’s common stock, par value $0.0001 per share (the “Stock”), to the Grantee named below, subject to the vesting conditions set forth below. Additional terms and conditions of the RSUs are set forth on this cover sheet and in the attached Restricted Stock Unit Agreement (together, the “Agreement”) and in the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan (as it has been or may be amended and/or restated from time to time, the “Plan”).
FEE REDUCTION AGREEMENT June 28, 2023Fee Reduction Agreement • August 21st, 2023 • Semper Paratus Acquisition Corp • Blank checks
WHEREAS, pursuant to that certain Underwriting Agreement between Semper Paratus Acquisition Corporation (together with any successor entity thereto, the “Company”) and Cantor Fitzgerald & Co., as Representative of the several Underwriters (“CF&CO”), dated as of November 3, 2021 (as may be amended from time to time, the “Underwriting Agreement”), the Company previously agreed to pay to CF&CO an aggregate cash amount of $14,700,000 as “deferred underwriting commissions” (the “Original Deferred Fee”), which fee is payable to CF&CO, for its own account, upon the consummation of a Business Combination, as contemplated by the final prospectus of the Company, filed with the Securities and Exchange Commission (File No. 333-260113), and dated as of November 3, 2021. Capitalized terms used herein and not defined shall have the respective meanings ascribed to such terms in the Underwriting Agreement. For the avoidance of doubt, for purposes hereof, all references to the “Company” herein shall als
Semper Paratus Acquisition CorporationSponsorship Agreement • October 7th, 2021 • Semper Paratus Acquisition Corp • 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
AMENDMENT TO ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • April 29th, 2024 • Tevogen Bio Holdings Inc. • Biological products, (no disgnostic substances)
This AMENDMENT TO Assignment and Assumption Agreement (this “Amendment”) is made and entered into as of March 15, 2024, by and between Tevogen Bio Holdings Inc., a Delaware corporation (f/k/a Semper Paratus Acquisition Corporation) (“Assignor”), and SSVK Associates, LLC, a Delaware limited liability company (“Assignee” and together with Assignor, the “Parties”).
LEASE AGREEMENT BETWEEN Mitsui Sumitomo Insurance Company of America (Landlord) -and- Tevogen Bio Inc. (Tenant)Lease Agreement • November 22nd, 2023 • Semper Paratus Acquisition Corp • Biological products, (no disgnostic substances)
THIS LEASE AGREEMENT (this “Lease”), is made as of the 14th day of February, 2022, (“Effective Date”) by and between Mitsui Sumitomo Insurance Company of America, a New York corporation, having an address at 15 Independence Boulevard, Warren, New Jersey 07059 (“Landlord”), and Tevogen Bio Inc., a Delaware limited liability company having an address at 48 Bridge Street, Metuchen NJ 08840 (“Tenant”).
Securities Purchase AGREEMENTSecurities Purchase Agreement • August 23rd, 2024 • Tevogen Bio Holdings Inc. • Biological products, (no disgnostic substances) • Delaware
This SECURITIES PURCHASE Agreement (this “Agreement”) is made as of August 21, 2024, by and between Tevogen Bio Holdings Inc., a Delaware corporation (the “Company”), and The Patel Family, LLP, a Delaware limited liability partnership (“Purchaser”).
TEVOGEN BIO INC.Restricted Stock Unit Agreement • November 22nd, 2023 • Semper Paratus Acquisition Corp • Biological products, (no disgnostic substances)
Tevogen Bio Inc., a Delaware corporation (the “Company”), hereby grants restricted stock units (the “RSUs”) relating to shares of the Company’s non-voting common stock, par value $0.01 per share (the “Stock”), to the Grantee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the RSUs are set forth in this cover sheet and in the attached Restricted Stock Unit Agreement (together, the “Agreement”) and in the Tevogen Bio Inc. 2020 Equity Incentive Plan (as it has been or may be amended and/or restated from time to time, the “Plan”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • February 14th, 2024 • Semper Paratus Acquisition Corp • Biological products, (no disgnostic substances) • Delaware
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment and Assumption Agreement”) is made and entered into as of February 14, 2024, by and between Tevogen Bio Holdings Inc., a Delaware corporation (formerly known as Semper Paratus Acquisition Corporation, a Cayman Islands exempted company), including any successor entity thereto (“Purchaser”), and Tevogen Bio Inc (the “Company”). Purchaser and the Company are each referred to herein individually as a “Party” and collectively, as the “Parties.”
LOAN AGREEMENT dated as of June 6, 2024 between Tevogen Bio Holdings Inc. as Borrower and The Patel Family, LLP as Lender CREDIT FACILITYLoan Agreement • June 11th, 2024 • Tevogen Bio Holdings Inc. • Biological products, (no disgnostic substances) • New York
LOAN AGREEMENT, dated as of June 6, 2024 (the “Effective Date”), by and between Tevogen Bio Holdings Inc., a Delaware corporation (“Borrower”), and The Patel Family, LLP, a Delaware limited liability partnership (“Lender”).
Re: Amendment to Letter Agreement, dated November 3, 2021Letter Agreement • April 29th, 2024 • Tevogen Bio Holdings Inc. • Biological products, (no disgnostic substances) • New York
Reference is made to that certain Letter Agreement, dated as of November 3, 2021 (the “Original Agreement”), by and between Semper Paratus Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Semper Paratus Sponsor LLC (the “Original Sponsor”) and the signatories thereto (the “Original Insiders”, collectively, the “Parties”, and, each, a “Party”). The Original Agreement was delivered pursuant to the Underwriting Agreement dated November 3, 2021, by and between the Company and Cantor Fitzgerald & Co., as representative of the underwriters.
PREFERRED STOCK REPURCHASE AGREEMENTPreferred Stock Repurchase Agreement • June 21st, 2024 • Tevogen Bio Holdings Inc. • Biological products, (no disgnostic substances) • Delaware
This Preferred Stock Repurchase Agreement (this “Agreement”) is made and entered into as of June 15, 2024, by and between Tevogen Bio Holdings Inc., a Delaware corporation (the “Company”), and SSVK Associates, LLC, a Delaware limited liability company (the “Holder”). The Company and the Holder are referred to herein as the “Parties”, and each of them individually as a “Party”.
Semper Paratus Acquisition CorporationSponsor Agreement • November 8th, 2021 • Semper Paratus Acquisition Corp • 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. 333-260113) 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 Fl
PURCHASE AGREEMENTPurchase Agreement • May 9th, 2023 • Semper Paratus Acquisition Corp • Blank checks • Delaware
This PURCHASE AGREEMENT (this “Agreement”) is made and entered into effectively as of May 4, 2023 (the “Effective Date”), by and among SSVK Associates, LLC, a Delaware limited liability company (the “Acquirer”), Semper Paratus Acquisition Corporation., a Cayman Island exempted company (“SPAC”), and Semper Paratus Sponsor LLC (“Sponsor”) (each a “Party” and, collectively, the “Parties”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • February 20th, 2024 • Tevogen Bio Holdings Inc. • Biological products, (no disgnostic substances) • Delaware
This Assignment and Assumption Agreement (this “Agreement”) is made and entered into as of February 14, 2024, by and between Semper Paratus Acquisition Corporation, a Delaware corporation (“Assignor” or the “Company”), and SSVK Associates, LLC, a Delaware liability company (“Assignee”).
