Exhibit 10.4


 


PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT


 


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”).


 


WHEREAS, the Company is a blank
check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”);


 


WHEREAS, the Company intends
to consummate an initial public offering of the Company’s units to be lead-managed by Cantor Fitzgerald & Co. (the “Public
Offering”), with each unit (each, a “Unit”) consisting of one Class A ordinary share of the Company,
par value $0.0001 per ordinary share (each, a “Share”), and one-half of one redeemable warrant, with each whole warrant,
(each, a “Warrant”) entitling the holder to purchase one Share at an exercise price of $11.50 per Share; and


 


WHEREAS, the Purchaser has agreed
to purchase, at a price of $10.00 per Unit, an aggregate of 1,210,000 Units (the “Private Placement Units”), with each
Private Placement Unit consisting of one Share and one- half of one Warrant.


 


NOW THEREFORE, in consideration
of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


		1.	Authorization, Purchase and Sale; Terms of the Private Placement Units.



 


		(a)	Authorization of the Private Placement Units. The Company has duly authorized the issuance and sale of the Private Placement
Units (and the underlying securities) to the Purchaser.



 


		(b)	Purchase and Sale of the Private Placement Units. Simultaneously with the consummation of the Public Offering or on such earlier
time and date as may be mutually agreed by the Purchaser and the Company (the “Closing Date”), the Company shall issue
and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 1,210,000 Private Placement Units at a price
of $10.00 per Unit for an aggregate purchase price of $12,100,000 (the “Purchase Price”). Purchaser shall pay the Purchase
Price by wire transfer of immediately available funds to the trust account maintained by Continental Stock Transfer & Trust Company
acting as trustee, on the Closing Date of the Public Offering. On the Closing Date, upon the payment by the Purchaser of the Purchase
Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Units purchased on such date duly registered
in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.



 


		(c)	Terms of the Private Placement Unit. Each Private Placement Unit shall be identical to the Units to be sold by the Company
in the Public Offering, except that:



 


		(i)	The undersigned agrees not to seek conversion or seek to sell in any tender offer, in connection with any proposed Business Combination
any Class A ordinary shares included in the Private Placement Units;



 






    


    


    

 


		(ii)	The Warrants underlying the Private Placement Units (a) will not be redeemable by the Company, (b) may be exercised for
cash or on a cashless basis, as described in the registration statement relating to the Public Offering (the “Registration Statement”),
and (c)  may
not be exercised after five years from the effective date of the Registration Statement so long as the Private Warrants included in the
Private Units are held by the undersigned or its designees or affiliates;



 


		(iii)	The Private Placement Units (and underlying securities) will not be transferable by the undersigned until 30 days after the consummation
of a Business Combination (subject to certain exceptions as described in the Registration Statement and set forth in the warrant agreement
governing the Warrants);



 


		(iv)	On the effective date of the Registration Statement, the Company and the Purchaser shall enter into a registration rights agreement
(the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser
relating to the Private Placement Units and the underlying securities;



 


		(v)	The undersigned will not participate in any liquidation distribution with respect to the Private Placement Units or the underlying
securities if the Company fails to consummate a Business Combination;



 


		(vi)	the Private Placement Units (and the underlying securities) will include any additional terms or restrictions as is customary in other
similarly structured blank check company offerings or as may be reasonably required by the underwriters in order to consummate the Public
Offering, which terms or restrictions will be described in the Registration Statement; and



 


		(vii)	The Warrants underlying the Private Placement Units shall be terminated upon the dissolution of the Company or in the event that the
Company does not consummate an initial Business Combination within the time period set forth in the Company’s memorandum and articles
of association, as the same may be amended from time to time.



 


		(d)	The undersigned further acknowledges and agrees that the Private Placement Units and their component parts
and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and
will therefore, pursuant to Rule 5110(g) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following
the date of effectiveness or commencement of sales in the IPO, subject to FINRA Rule 5110(g)(2). Additionally, the Private Placement
Units and their component parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated or
be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities
by any person during the foregoing 180 day period following the effective date of the Registration Statement except to any underwriter
or selected dealer participating in the IPO and the bona fide officers or partners of the undersigned.



 


		2.	Representations and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase
the Private Placement Units, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive
each Closing Date) that:



 


		(a)	Incorporation and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing
under the laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably
be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses
all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement.



 






    


    


    

 


		(b)	Authorization; No Breach.



 


		(i)	The execution, delivery and performance of this Agreement and the Private Placement Units (and the underlying securities) have been
duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable
in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general
applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding
in equity or law). Upon issuance in accordance with, and payment pursuant to, the terms of this Agreement, the Private Placement Units
(and underlying securities) will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as
of the Closing Dates.



 


		(ii)	The execution and delivery by the Company of this Agreement and the Private Placement Units (and the underlying securities), the issuance
and sale of the Private Placement Units (and the underlying securities) and compliance with, the respective terms hereof by the Company,
do not and will not as of the Closing Date: (A) conflict with or result in a breach of the terms, conditions or provisions of, (B) constitute
a default under, (C) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s share
capital or assets under, (D) result in a violation of, or (E) require any authorization, consent, approval, exemption or other
action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the memorandum
and articles of association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated
Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment
or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.



 


		(iii)	Title to Securities. Upon issuance in accordance with and payment pursuant to the terms hereof and the amended and restated
memorandum and articles of association of the Company and registration in the register of members of the Company, the Private Placement
Units (and the underlying securities) will be duly and validly issued as fully paid and non-assessable. On the date of issuance of the
Private Placement Units, the underlying securities shall have been reserved for issuance. Upon issuance in accordance with, and payment
pursuant to, the terms hereof, the Purchaser will have good title to the Private Placement Units (and the underlying securities), free
and clear of all liens, claims and encumbrances of any kind, other than (A) transfer restrictions hereunder and under the other agreements
contemplated hereby, (B) transfer restrictions under federal and state securities laws, and (C) liens, claims or encumbrances
imposed due to the actions of the Purchaser.



 


		(c)	Governmental Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental
authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation
by the Company of any other transactions contemplated hereby.



 


		(d)	Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its officers, directors or beneficial
shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of
Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”).



 






    


    


    

 


		3.	Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue
and sell the Private Placement Units to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations
and warranties shall survive each Closing Date) that:



 


		(a)	Organization and Requisite Authority. The Purchaser is a limited liability company duly formed, validly existing, and in good
standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify
would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Purchaser.
The Purchaser possesses all requisite limited liability company power and authority necessary to carry out the transactions contemplated
by this Agreement.



 


		(b)	Authorization; No Breach.



 


		(i)	This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’
rights and to general equitable principles (whether considered in a proceeding in equity or law).



 


		(ii)	The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser
do not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions
of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.



 


		(c)	Investment Representations.



 


		(i)	The Purchaser is acquiring the Private Placement Units (and the underlying securities), for the Purchaser’s own account, for
investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.



 


		(ii)	The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D promulgated
under the Securities Act and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of
Regulation D promulgated under the Securities Act.



 


		(iii)	The Purchaser understands that the Private Placement Units (and the underlying securities) are being offered and will be sold to the
Purchaser in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws
and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties
of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire
such Private Placement Units (and the underlying securities).



 


		(iv)	The Purchaser decided to enter into this Agreement not as a result of any general solicitation or general advertising within the meaning
of Rule 502(c) of Regulation D promulgated under the Securities Act.



 


		(v)	The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials
relating to the offer and sale of the Private Placement Units (and the underlying securities) which have been requested by the Purchaser.
The Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser
understands that its investment in the Private Placement Units (and the underlying securities) involves a high degree of risk and it has
sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the
acquisition of the Private Placement Units (and the underlying securities).



 






    


    


    

 


		(vi)	The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed
on or made any recommendation or endorsement of the Private Placement Units (or the underlying securities) or the fairness or suitability
of the investment in the Private Placement Units (or the underlying securities) by the Purchaser nor have such authorities passed upon
or endorsed the merits of the offering of the Private Placement Units (or the underlying securities).



 


		(vii)	The Purchaser understands that: (A) the offer and sale of the Private Placement Units (and the underlying securities) has not
been and is not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned
or transferred unless (1) the offer and sale of the Private Placement Units (and the underlying securities) is subsequently registered
thereunder or (2) sold in reliance on an exemption therefrom; and (B) except as specifically set forth in the Registration Rights
Agreement, neither the Company nor any other person is under any obligation to register the offer and sale of the Private Placement Units
(and the underlying securities) under the Securities Act or any state securities laws or to comply with the terms and conditions of any
exemption thereunder. The Private Placement Units (and the underlying securities) will bear a legend and appropriate “stop transfer”
instructions (or an appropriate notation if securities are issued in book entry form) relating to the foregoing. The Purchaser further
understands that the Securities and Exchange Commission has taken the position that promoters or affiliates of a blank check company and
their transferees, both before and after an initial Business Combination, are deemed to be “underwriters” under the Securities
Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act
would not be available for resale transactions of the Private Placement Units (and the underlying securities) until the 1-year anniversary
following consummation of an Business Combination despite technical compliance with the requirements of Rule 144.



 


		(viii)	The Purchaser has such knowledge and experience in financial and business matters, knows of the high degree of risk associated with
investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks
of an investment in the Private Placement Units (and the underlying securities) and is able to bear the economic risk of an investment
in the Private Placement Units (and the underlying securities) in the amount contemplated hereunder for an indefinite period of time.
The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated
future needs for liquidity which would be jeopardized by the investment in the Private Placement Units (and the underlying securities).
The Purchaser can afford a complete loss of its investment in the Private Placement Units (and the underlying securities).



 


		4.	Conditions of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Private Placement
Units are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:



 


		(a)	Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall
be true and correct at and as of such Closing Date as though then made.



 


		(b)	Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained in this
Agreement that are required to be performed or complied with by it on or before such Closing Date.



 






    


    


    

 


		(c)	No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization
having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this
Agreement.



 


		(d)	Registration Rights Agreement. The Company shall have entered into a registration rights agreement on terms satisfactory to
the Purchaser.



 


		(e)	Corporate Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery
and performance of this Agreement and the issuance and sale of the Private Placement Units.



 


		5.	Conditions of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are subject
to the fulfillment, on or before each Closing Date, of each of the following conditions:



 


		(a)	Representations and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall
be true and correct at and as of such Closing Date as though then made.



 


		(b)	Performance. The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this
Agreement that are required to be performed or complied with by the Purchaser on or before such Closing Date.



 


		(c)	No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization
having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this
Agreement.



 


		(d)	Registration Rights Agreement. The Company shall have entered into a registration rights agreement on terms satisfactory to
the Company.



 


		6.	Termination. This Agreement may be terminated at any time after December 31, 2021, upon the election by either the Company
or the Purchaser solely as to itself upon written notice to the other parties if the closing of the Public Offering does not occur prior
to such date.



 


		7.	Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive each Closing
Date.



 


		8.	Definitions. Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration
Statement.



 


		9.	Miscellaneous.



 


		(a)	Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement
by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether
so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement without
the prior written consent of the other party hereto, other than assignments by the Purchaser to affiliates thereof.



 






    


    


    

 


		(b)	Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision
shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.



 


		(c)	Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures
of more than one party, but all such counterparts taken together shall constitute one and the same agreement.



 


		(d)	Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not
constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example
rather than by limitation.



 


		(e)	Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes
shall be construed in accordance with the internal laws of the State of New York, without regard to the conflicts of laws principles thereof.



 


		(f)	Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument
executed by all parties hereto.



 


[Signature page follows]


 






    


    


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	SEMPER PARATUS ACQUISITION CORPORATION
	 	 	 
	 	By:	/s/ Philippe J. Kurzweil
	 	 	Name: Philippe J. Kurzweil
	 	 	Title: Chief Financial Officer
	 	 	 
	 	PURCHASER:
	 	 
	 	SEMPER PARATUS SPONSOR LLC
	 	 	 
	 	By:	 /s/ Philippe J. Kurzweil
	 		Name: Philippe J. Kurzweil
	 		Title: Managing Member




 


[Signature Page to Private Placement Units Agreement]