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.”
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
