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
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 • 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”).
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”).
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.
