UNDERWRITING AGREEMENT between SEMPER PARATUS ACQUISITION CORPORATION and CANTOR FITZGERALD & CO. Dated: [*], 2021 SEMPER PARATUS ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • October 22nd, 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:
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • October 22nd, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 22nd, 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”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • October 22nd, 2021 • Semper Paratus Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [ ]th day of October 2021, by and between Semper Paratus Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. (the “Subscriber”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • October 22nd, 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 Semper Paratus Sponsor LLC (the “Purchaser”).
