Exhibit 10.1


 


November 3, 2021


 


Semper Paratus Acquisition Corporation


767 Third Avenue, 38th Floor


New York, New York 10017


 


Re: Initial Public Offering


 


Ladies and Gentlemen:


 


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 sold in the Public Offering pursuant
to a Registration Statement on Form S-1 and a related prospectus (the “Prospectus”) filed by the Company
with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined
in paragraph 1 hereof.


 


In order to induce the Company and the Underwriters to enter into the
Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Semper Paratus Sponsor LLC (the “Sponsor”), and each of the undersigned individuals
or entities (each, an “Insider” and, collectively, the “Insiders”), hereby agree with
the Company, severally and not jointly, as follows:


 


		1.	Definitions. As used herein, (i) “Business Combination” shall mean a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses; (ii) “Founder
Shares” shall mean the 11,989,333 Class B ordinary shares of the Company, par value $0.0001 per share, outstanding
prior to the consummation of the Public Offering (up to 1,530,000 of which are subject to complete or partial forfeiture if the Underwriters’
over-allotment option is not exercised in full); (iii) “Private Units” shall mean the 1,360,000 placement
units (or 1,450,000 placement units if the underwriters exercise their over-allotment option in full), at a price of $10.00 per unit ($13,600,000
or $14,500,000 if the underwriters exercise their over-allotment option in full, in the aggregate), in a private placement that shall
close simultaneously with the consummation of the Public Offering; (iv) “Public Shareholders” shall mean
the holders of Class A Ordinary Shares included in the Units issued in the Public Offering; (v) “Public Shares”
shall mean the Class A Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account”
shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Units shall be
deposited; (vii) “Transfer” shall mean the (a) sale or assignment of, offer to sell, contract or agreement
to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly,
or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within
the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission
promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery
of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause
(a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and
Articles of Association, as the same may be amended from time to time.



 






     


     


    

 


 2. Representations and Warranties.




 


(a) (i) The
Sponsor and each Insider, with respect to itself, represent and warrant to the Company that it has the full right and power, without violating
any agreement to which it is bound (including, without limitation, any non- competition or non-solicitation agreement with any employer
or former employer), to enter into this Letter Agreement, and (ii) each Insider, with respect to itself, (1) represents and
warrants to the Company that it has the full right and power, without violating any agreement to which it is bound (including, without
limitation, any non-competition or non-solicitation agreement with any employer or former employer), to serve as an officer of the Company
and/or a director on the Company’s board of directors (the “Board”), as applicable, and (2) consents
to being named in the Prospectus, road show and any other materials as an officer and/or director of the Company, as applicable.


 


(b) Each Insider represents and warrants, with respect
to itself, that (i) such Insider’s biographical information furnished to the Company (including any such information
included in the Prospectus) is true and accurate in all material respects and does not omit any material information with respect to
such Insider’s background, as applicable, (ii) such Insider’s questionnaire furnished to the Company is true and
accurate in all material respects, as applicable, (iii) if such Insider is a corporation, partnership, limited liability
company, trust, estate or other entity, the Insider is duly organized, formed or incorporated, as the case may be, and is validly
existing in good standing under the laws of the jurisdiction in which such Insider is organized, (iv) such Insider is not
subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or
refrain from any act or practice relating to the offering of securities in any jurisdiction, (v) such Insider has never been
convicted of, or pleaded guilty to, any crime (1) involving fraud, (2) relating to any financial transaction or handling
of funds of another person or (3) pertaining to any dealings in any securities, and such Insider is not currently a defendant
in any such criminal proceeding and (vi) such Insider has never been suspended or expelled from membership in any securities or
commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked.


 


3. Business Combination Vote.
The Sponsor and each Insider, with respect to itself, agrees that if the Company seeks shareholder approval of a proposed initial Business
Combination, then in connection with such proposed initial Business Combination, it shall vote all Founder Shares, any Public Shares
and any Class A Ordinary Shares included in the Private Units held by it in favor of such proposed initial Business Combination
(including any proposals recommended by the Board in connection with such proposed initial Business Combination) and not redeem any Founder
Shares or Public Shares held by it in connection with such shareholder approval.


 


 4. Failure to Consummate a Business Combination; Trust Account Waiver.




 


(a) The
Sponsor and each Insider hereby agree, with respect to itself, that in the event that the Company fails to consummate an initial Business
Combination within 15 months from the closing of the Public Offering, or such later period approved by the Company’s shareholders
in accordance with the Charter, the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all
operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter,
redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less
up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will
completely extinguish all Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions,
if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining
shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations
under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The
Sponsor and each Insider, severally and not jointly, agree not to propose any amendment to the Charter (i) that would modify the
substance or timing of the Company’s obligation to provide holders of the Public Shares the right to have their Public Shares redeemed
in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete an initial
Business Combination within 15 months from the closing of the Public Offering or (ii) with respect to any provision relating to the
rights of holders of Public Shares unless the Company provides its Public Shareholders with the opportunity to redeem their Public Shares
upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, if
any, divided by the number of then-outstanding Public Shares.


 






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(b) The Sponsor and each Insider, with
respect to itself, acknowledges that it has no right, title, interest or claim of any kind in or to the Trust Account or any monies
or other assets held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with
respect to the Founder Shares held by it, if any. The Sponsor and each Insider hereby further waive, with respect to any Founder
Shares and Public Shares held by it, any redemption rights it may have in connection with the consummation of an initial Business
Combination, including, without limitation, any such rights available in the context of a shareholder vote to approve such initial
Business Combination or a shareholder vote to approve an amendment to the Charter (i) that would modify the substance or timing
of the Company’s obligation to provide holders of the Public Shares the right to have their Public Shares redeemed in
connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial
Business Combination within 15 months from the closing of the Public Offering or (ii) with respect to any provision relating to
the rights of holders of Public Shares (although the Sponsor and each Insider shall be entitled to liquidation rights with respect
to any Public Shares they hold if the Company fails to consummate an initial Business Combination within 15 months from the closing
of the Public Offering).


 


 5. Lock-up; Transfer
Restrictions.




 


(a) The
Sponsor and each Insider, severally and not jointly, agrees that it shall not Transfer any Founder Shares (the “Founder Shares
Lock-up”) until the earlier of (A) one year after the completion of the initial business combination and (B) subsequent
to the initial business combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share
(as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within
any 30-trading day period commencing at least 150 days after the initial business combination, or (y) the date on which we complete
a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to
exchange their Public Shares for cash, securities or other property (the “Founder Shares Lock-up Period”).


 


(b) The
Sponsor and each Insider, severally and not jointly, agrees that it shall not Transfer any Private Units until 30 days after the completion
of an initial Business Combination (the “Private Placement Units Lock-up Period” and, together with the Founder
Shares Lock-up Period, the “Lock-up Periods”).


 


(c) Notwithstanding
the provisions set forth in paragraphs 5(a) and 5(b), Transfers of the Founder Shares, Private Units and Class A Ordinary Shares
underlying the Private Units are permitted (a) to the Company’s officers or directors, any affiliate or family member of any
of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor,
any employees or directors of such affiliates or any funds or accounts advised by the Sponsor or its affiliates; (b) in the case
of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member
of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual,
by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified
domestic relations order; (e) by private sales or transfers made in connection with the consummation of an initial Business Combination
at prices no greater than the price at which the Founder Shares, Private Units or Class A Ordinary Shares, as applicable, were originally
purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to
the Company for no value for cancellation in connection with the consummation of an initial Business Combination, (h) in the event
of the Company’s liquidation prior to the completion of an initial Business Combination; or (i) in the event of completion
of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public Shareholders
having the right to exchange their Public Shares for cash, securities or other property subsequent to the completion of an initial Business
Combination; provided, however, that in the case of clauses (a) through (f) such permitted transferees must enter
into a written agreement agreeing to be bound by the transfer restrictions set forth in this Letter Agreement.


 


(d) During the period commencing on the
effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without
the prior written consent of the Representatives, Transfer any Units, Class A Ordinary Shares, Warrants or any other securities
convertible into, or exercisable or exchangeable for, Class A Ordinary Shares held by it. Notwithstanding the foregoing,
transfers are permitted (i) to the Sponsor or and its controlled affiliates; (ii) in the case of an individual, by gift to
a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the
individual’s immediate family; (iii) in the case of an individual, by virtue of laws of descent and distribution upon
death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; or (v) to
the Company for no value for cancellation in connection with the consummation of an initial Business Combination; provided, however,
that in the case of clauses (i) through (v) such permitted transferees must enter into a written agreement agreeing to be
bound by the transfer restrictions set forth in this Letter Agreement.


 






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6. Remedies. The Sponsor
and each Insider, severally and not jointly, hereby agrees and acknowledges that (i) each of the Underwriters and the Company would
be irreparably injured in the event of a breach by the Sponsor or such Insider of its obligations, as applicable, under paragraphs 3,
4, 5, 7, 10 and 11, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall
be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such
breach.


 


7. Payments by the Company.
Except as disclosed in the Prospectus, neither the Sponsor nor any director or officer of the Company or any of their respective affiliates
shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other
compensation prior to, or in connection with, any services rendered in order to effectuate the consummation of the initial Business Combination
(regardless of the type of transaction that it is).


 


8. Director and Officer Liability
Insurance. The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance,
and each Insider that is a member of the Company’s Board and/or management team shall be covered by such policy or policies, in
accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.


 


9. Termination. This Letter
Agreement shall terminate on the earlier of (i) the expiration of each of the Lock-up Periods and (ii) the liquidation of the
Company; provided that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated
by December 31, 2021; provided, further, that paragraph 10 of this Letter Agreement shall survive any such liquidation.


 


10. Indemnification.
In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination within
the time period set forth in the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and hold harmless
the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal
or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened)
to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products sold to
the Company (except for the Company’s independent auditors) (a “Qualified Third Party”) or (ii) any
prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”);
provided, however, that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary
to ensure that such claims by a Qualified Third Party or a Target do not reduce the amount of funds in the Trust Account to below the
lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of
the liquidation of the Trust Account if less than $10.20 per Public Share due to reductions in the value of the trust assets, in each
case net of interest that may be withdrawn to pay the Company’s tax obligations, (y) shall not apply to any claims by a Qualified
Third Party or a Target who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver
is enforceable) and (z) shall not apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the right to defend against any such claim
with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim
to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense. For the avoidance of doubt, none
of the Company’s officers or directors will indemnify the Company for claims by third parties, including, without limitation, claims
by vendors and prospective target businesses.


 


11. Forfeiture of Founder Shares. To
the extent that the Underwriters do not exercise their over-allotment option in full to purchase additional Units within 45 days
from the date of the Prospectus (as further described in the Prospectus), the Sponsor agrees to automatically surrender to the
Company for no consideration, for cancellation at no cost, an aggregate number of Founder Shares so that the number of Founder
Shares will equal 25% of the sum of the total number of Class A Ordinary Shares, Private Units, and Founder Shares outstanding
at such time. The Sponsor and each Insider, severally and not jointly, further agree that to the extent that the size of the Public
Offering is increased or decreased, the Company will effect a share capitalization or a share repurchase, as applicable, with
respect to the Founder Shares immediately prior to the consummation of the Public Offering in such amount as to maintain the number
of Founder Shares at 25% of the sum of the total number of Class A Ordinary Shares, Private Units, and Founder Shares
outstanding at such time.


 


12. Entire Agreement. This Letter
Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and
supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent
they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be
changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a
written instrument executed by (i) each Insider that is affected by such change, amendment, modification or waiver and
(ii) the Sponsor.


 






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13. Assignment. No party hereto may
assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of
the other parties hereto. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not
operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the
Sponsor, each of the Insiders and each of their respective successors, heirs, personal representatives and assigns and permitted
transferees.


 


14. No Third Party Beneficiaries.
Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or entity other than the parties hereto,
any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or
agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for
the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted
transferees.


 


15. Counterparts. This Letter
Agreement may be executed in any number of original or facsimile counterparts, and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


16. Effect of Headings. The paragraph
headings herein are for convenience only and are not part of this Letter Agreement and shall not affect the interpretation
thereof.


 


17. Severability. This Letter
Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such
invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a
provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


18. Governing Law. This Letter
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The
parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this
Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to
such jurisdiction and venue, which jurisdiction and venue shall be exclusive, and (ii) waive any objection to such exclusive
jurisdiction and venue or that such courts represent an inconvenient forum.


 


19. Notices. Any notice, consent or
request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent
by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile
or other electronic transmission.


 


20. No Liability for Other Parties.
No party hereto shall be liable for any breaches or misrepresentations contained in this Letter Agreement by any other party hereto
(including, for the avoidance of doubt, any Insider with respect to any other Insider), and no party hereto shall be liable or
responsible for the obligations of another party hereto, including, without limitation, indemnification obligations and notice
obligations.


 


[Signature Page Follows]


 






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	 	Sincerely,
	 	SEMPER PARATUS SPONSOR LLC
	 	 
	 	By:	/s/ Philippe J. Kurzweil
	 	Name:	 Philippe J. Kurzweil
	 	Title:	 Managing Member
	 	 
	 	 
	 	/s/ Philippe J. Kurzweil
	 	Philippe J. Kurzweil
	 	 
	 	 
	 	/s/ Jeffrey Rogers
	 	Jeffrey Rogers
	 	 
	 	 
	 	/s/Richard N. Peretz
	 	Richard N. Peretz
	 	 
	 	 
	 	/s/ Hooman Yazhari
	 	Hooman Yazhari
	 	 
	 	 
	 	/s/ Paul Jebely
	 	Paul Jebely
	 	 
	 	 
	 	/s/ Brad Stewart
	 	Brad Stewart
	 	 
	 	 
	 	/s/ Parizad Olver Parchi
	 	Parizad Olver Parchi
	 	 
	 	 
	 	/s/ B. Ben Baldanza
	 	B. Ben Baldanza



 


[Signature Page to Insider Letter]


 



     


     


    




 





	Acknowledged and Agreed:	 
	 	 
	SEMPER PARATUS ACQUISITION CORPORATION	 
	 	 
	By:	/s/ B. Ben Baldanza	 
	Name:	B. Ben Baldanza	 
	Title:	Chief Executive Officer	 



  


[Signature Page to Insider Letter]


 






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