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.
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • February 14th, 2024 • Semper Paratus Acquisition Corp • 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 • February 14th, 2024 • Semper Paratus Acquisition Corp • 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) Tevogen Bio Holdings, Inc., a Delaware corporation (formerly known as Semper Paratus Acquisition 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
LOCK-UP AGREEMENTLock-Up Agreement • February 14th, 2024 • Semper Paratus Acquisition Corp • 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 INC.Restricted Stock Unit Agreement • February 14th, 2024 • 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 Holdings Inc. 2024 Omnibus 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.”
