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”).
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”).
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”).
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
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”).
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
