Exhibit 10.1


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement (this
 “Agreement”) is made effective as of [•], 2021 by and between Semper Paratus Acquisition Corporation, a
Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a
New York limited purpose trust company (the “Trustee”).


 


WHEREAS, the Company’s registration statement
on Form S-1, File No. 333-[•] (the “Registration Statement”), and prospectus (the “Prospectus”)
for the initial public offering of the Company’s units (the “Units”), each of which consists of one of
the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half
of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial public offering
hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities
and Exchange Commission; and


 


WHEREAS, the Company has entered into an Underwriting
Agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co. (the “Underwriter”)
named therein; and


 


WHEREAS, as described in the Prospectus, $306,000,000
of the gross proceeds of the Offering and sale of the Private Placement Units (as defined in the Underwriting Agreement) (or $351,900,000
if the Underwriter’s option to purchase additional units is exercised in full) will be delivered to the Trustee to be deposited
and held in a segregated trust account located at all times in the United States (the “Trust Account”) for the
benefit of the Company and the holders of the Ordinary Shares included in the Units issued in the Offering as hereinafter provided (the
amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,”
the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders”
and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, pursuant to the Underwriting Agreement, a portion of the
Property equal to $12,000,000 or $14,700,000 if the Underwriter’s option to purchase additional units is exercised in full, is
attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriter upon and
concurrently with the consummation of the initial Business Combination (as defined below) (the “Deferred
Discount”); and


 


WHEREAS, the Company and the Trustee desire to
enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW, THEREFORE, IT IS AGREED:


 


1. Agreements and Covenants of Trustee.
The Trustee hereby agrees and covenants to:


 


(a) Hold the Property in trust for the Beneficiaries
in accordance with the terms of this Agreement in the Trust Account established by the Trustee located in the United States at J.P. Morgan
Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more), maintained by the Trustee
and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b) Manage, supervise and administer the
Trust Account subject to the terms and conditions set forth herein;


 


(c) In a timely manner, upon the written
instruction of the Company, invest and reinvest the Property in United States government securities within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions
of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended
(or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company; it being understood
that the Trust Account will earn no interest while the Property is uninvested awaiting the Company’s instructions hereunder and
the Trustee may earn bank credits or other consideration;


 


(d) Collect and receive, when due, all interest or other income
arising from the Property, which shall become part of the “Property,” as such term is used herein;


 






     


     


    

 


(e) Promptly notify the Company and the Underwriter
of all communications received by the Trustee with respect to any Property requiring action by the Company;


 


(f) Supply any necessary information or documents
as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of tax returns relating
to assets held in the Trust Account or in connection with the preparation or completion of an audit of the Company’s financial statements
by the Company’s auditors;


 


(g) Participate in any plan or proceeding
for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;


 


(h) Render to the Company monthly written
statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;


 


(i) Commence liquidation of the Trust
Account promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company
(“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A
or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer,
Executive Chairman of the board of directors of the Company (the “Board”) or other authorized officer of
the Company (and, in the case of a Termination Letter in a form substantially similar to the attached hereto as Exhibit A,
jointly signed, acknowledged and agreed to by the Underwriter), and complete the liquidation of the Trust Account and distribute the
Property 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 (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as
directed in the Termination Letter and the other documents referred to therein, or (y) the date which is the later of
(1) 15 months after the closing of the Offering and (2) such later date as may be approved by the Company’s
shareholders in accordance with the Company’s amended and restated memorandum and articles of association, if a Termination
Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance
with the procedures set forth in the Termination Letter attached hereto as Exhibit B and the Property 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 (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), shall be distributed to the
Public Shareholders of record as of such date;


 


(j) Upon written request from the Company,
which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a “Tax
Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the amount of interest earned
on the Property requested by the Company to cover any tax obligation owed by the Company as a result of assets of the Company or interest
or other income earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other
method of prompt payment, and the Company shall forward such payment to the relevant taxing authority so long as there is no reduction
in the principal amount per share initially deposited in the Trust Account; provided, however, that to the extent there
is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account
as shall be designated by the Company in writing to make such distribution (it being acknowledged and agreed that any such amount in excess
of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced
above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility
to look beyond said request;


 


(k) Upon written request from the Company,
which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Shareholder
Redemption Withdrawal Instruction”), the Trustee shall distribute on behalf of the Company to the Public Shareholders of
record as of such date the amount requested by the Company to be used to redeem Ordinary Shares from Public Shareholders properly submitted
in connection with a shareholder vote to approve an amendment (a “Specified Charter Amendment”) to the Company’s
amended and restated memorandum and articles of association (the “Charter”) (A) to modify the substance
or timing of the ability of Public Shareholders to seek redemption in connection with an initial Business Combination or to redeem 100%
of the Company’s Ordinary Shares if the Company does not complete an initial Business Combination within the time period specified
in the Charter or (B) with respect to any other provision relating to the Public Shareholders’ rights. The written request
of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall
have no responsibility to look beyond said request; and


 


(l) Not make any withdrawals or distributions
from the Trust Account other than pursuant to Sections 1(i), 1(j) or 1(k) above.


 






     


     


    

 


2. Agreements and Covenants of the Company.
The Company hereby agrees and covenants to:


 


(a) Give all instructions to the Trustee
hereunder in writing, signed by the Company’s Chief Executive Officer, Chief Financial Officer, Executive Chairman of the Board
or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), 1(j) and
1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice
or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give
written instructions; provided that the Company shall promptly confirm such instructions in writing;


 


(b) Subject to Section 4 hereof,
hold the Trustee harmless and indemnify the Trustee from and against any and all reasonable and documented out-of-pocket expenses, including
reasonable and documented outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken
by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection
with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property
or any interest earned on the Property, except for expenses and losses arising out of, in connection with or resulting from the Trustee’s
gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement
of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b),
it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The
Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall
obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee
may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably
withheld. The Company may participate in such action with its own counsel;


 


(c) Pay the Trustee the fees set forth on
Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall
be subject to modification as agreed by the parties from time to time. It is expressly understood that the Property shall not be used
to pay such fees unless and until an initial Business Combination (as defined below) is consummated. The Company shall pay the Trustee
the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Trustee shall refund to the
Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account or after
the removal or withdrawal of the Trustee in accordance with this Agreement. The Company shall not be responsible for any other fees or
charges of the Trustee except as set forth in this Section 2(c), Schedule A hereto and as may be provided in Section 2(b) hereof;


 


(d) In connection with any vote of the Company’s
shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving
the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or
certificate of the inspector of elections for the shareholder meeting verifying the vote of such shareholders regarding such Business
Combination;


 


(e) Provide the Underwriter with a copy of
any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from
the Trust Account promptly after it issues the same;


 


(f) Unless otherwise agreed between the Company
and the Underwriter, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination
Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed
by the Underwriter prior to any transfer of the funds held in the Trust Account to the Company or any other person;


 


(g) Instruct the Trustee to make only those
distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not
permitted under this Agreement; and


 


(h) Within four (4) business days after the Underwriters exercise the over allotment option (or any unexercised portion thereof) or such
over allotment expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which shall in no event
be less than $12,000,000.


 


3. Limitations of Liability. The Trustee
shall have no responsibility or liability to:


 


(a) Imply obligations, perform duties, inquire
or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth
herein;


 


(b) Take any action with respect to the Property,
other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability
arising out, in connection with or resulting from the Trustee’s gross negligence, fraud or willful misconduct;


 






     


     


    

 


(c) Institute any proceeding for the collection
of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property
unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced
or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d) Refund any depreciation in principal
of any Property;


 


(e) Assume that the authority of any person
designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless
the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The Company or to anyone else for any
action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment,
except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected
in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel
may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the
validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the
Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons.
The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any
of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if
the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(g) Verify the accuracy of the information
contained in the Registration Statement;


 


(h) Provide any assurance that any initial
Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;


 


(i) File information returns with respect
to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting
the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j) Prepare, execute and file tax reports,
income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account,
regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, any tax obligations, except
pursuant to Section 1(j) hereof; or


 


(k) Verify calculations, qualify or otherwise
approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof.


 


4. Trust Account Waiver. The Trustee acknowledges
and agrees that it has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to,
or to any monies or other assets in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies or other assets in,
the Trust Account that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement,
including, without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such
Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies or other assets in
the Trust Account, and the Trustee hereby agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the
Trust Account under any circumstance.


 


5. Termination. This Agreement shall terminate as follows:


 


(a) If the Trustee gives written notice to the Company that
it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee, pending which
the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that a
successor trustee has been appointed by the Company and has agreed to become subject to the terms of this Agreement, the Trustee
shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of
the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however,
that in the event that the Company does not locate a successor trustee within 90 days of receipt of the resignation notice from the
Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the
United States District Court for the Southern District of New York and, upon such deposit, the Trustee shall be immune from any
liability whatsoever with respect to any liability arising after such time;


 






     


     


    

 


(b) At such time that the Trustee has completed
the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof and
distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect
to Section 2(b); or


 


(c) If the Offering is not consummated within
ten business days of the date of this Agreement, in which case any funds received by the Trustee from the Company or Semper Paratus Sponsor
LLC, the Company’s sponsor, as applicable, shall be returned promptly following the receipt by the Trustee of written instructions
from the Company.


 


6. Miscellaneous.


 


(a) The Company and the Trustee each acknowledge
that the Trustee will follow the security procedures set forth herein with respect to funds transferred from the Trust Account. The Company
and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each
party must notify the other party as promptly as practicable if it has reason to believe unauthorized persons may have obtained access
to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon
all information supplied to it by the Company, including, account names, account numbers, and all other identifying information relating
to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of, in connection with or resulting
from the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense
resulting from any error in the information or transmission of the funds.


 


(b) This 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.


 


(c) This Agreement contains the entire agreement
and understanding of the parties hereto with respect to the subject matter hereof. Except for Section 1(i), 1(j) and
1(k) hereof (which sections may not be modified, amended or deleted without the affirmative vote of 65% of the then-outstanding
Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company, voting together as a single class; provided
that no such amendment will affect any Public Shareholder who has properly elected to redeem his or her Ordinary Shares in connection
with a shareholder vote to approve a Specified Charter Amendment or to redeem 100% of its Ordinary Shares if the Company does not complete
its initial Business Combination within the time frame specified in the Company’s Charter), this Agreement or any provision hereof
may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto.


 


(d) The parties hereto consent to the jurisdiction
and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder.
AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(e) Any notice, consent or request to be
given in connection with any of the terms or provisions of this 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, by facsimile or by electronic mail:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attention: Account Administration


 


if to the Company, to:


 


Semper Paratus Acquisition Corporation


767 Third Avenue, 38th Floor


New York, New York 10017


Attn: Philippe Kurzweil


Email: pj@semperparatusspac.com


 






     


     


    

 


in each case, with copies to:


 


Reed Smith LLP


599 Lexington Avenue


New York, NY 10022


Attn: Ari Edelman, Esq.


Email: aedelman@reedsmith.com


 


and


 


Cantor Fitzgerald & Co.


499 Park Avenue


New York, New York, 10022


Attn: General Counsel


 


and


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas


New York, NY 10105


Attn: Douglas S. Ellenoff, Esq..


Email: ellenoff@egsllp.com


 


(f) Each of the Company and the Trustee hereby
represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective
obligations as contemplated hereunder.


 


(g) This Agreement is the joint product of
the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties
and shall not be construed for or against any party hereto.


 


(h) This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the
same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and
sufficient delivery thereof.


 


(i) Each of the Company and the Trustee hereby
acknowledges and agrees that the Underwriter is a third-party beneficiary of this Agreement.


 


(j) The Trustee may not assign its rights
or delegate its obligations hereunder to any other person or entity without the prior consent of the Company.


 


[Signature Page Follows]


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have duly executed this
Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 
	 	By:	        
	 	Name:	 
	 	Title:	 
	 	   
	 	   
	 	SEMPER PARATUS ACQUISITION CORPORATION
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 


[Signature Page to Investment Management Trust Agreement]


 






     


     


    

 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Payable at the initial closing of the Offering by wire transfer	 	$	3,500.00	 
	Annual administration fee	 	First year fee payable at initial closing of the Offering by wire transfer; thereafter, payable on the anniversary of the initial closing of the Offering by wire transfer or check	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Sections 1(i) and 1(j)	 	Billed by Trustee to Company following disbursements made to the Company under Sections 1(i) and 1(j)	 	$	250.00	 
	Paying Agent services as required pursuant to Sections 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	 	Prevailing rates	 



 


[Signature Page to Investment Management Trust Agreement]


 






     


     


    

 


EXHIBIT A


[Letterhead of Company]


[●], 2021


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attention: Account Administration


 


Re: Trust Account – Termination Letter


 


Dear [____]:


 


Pursuant to Section 1(i) of the Investment Management
Trust Agreement between Semper Paratus Acquisition Corporation, a Cayman Islands exempted company (the “Company”),
and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”),
dated as of [● ], 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into
an agreement with [●] (the “Target Business”) to consummate a business combination with the Target Business
(the “Business Combination”) on or about [●]. The Company shall notify you at least 72 hours in
advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation
Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement, we hereby authorize
you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into the trust operating account at [J.P. Morgan
Chase Bank, N.A.] to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available
for transfer to the account or accounts that the Underwriter (with respect to the Deferred Discount) and the Company shall direct on the
Consummation Date. It is acknowledged and agreed that while the funds are on deposit in said trust operating account at [J.P. Morgan Chase
Bank, N.A.] awaiting distribution, neither the Company nor the Underwriter will earn any interest or dividends.


 


On the Consummation Date (i) counsel
for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated
substantially concurrently with your transfer of funds to the accounts as directed by the Company (the
 “Notification”), and (ii) the Company shall deliver to you (a) a certificate of the Chief
Executive Officer, Chief Financial Officer, Executive Chairman of the board of directors of the Company or other authorized officer
of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a
vote is held, and (b) joint written instruction signed by the Company and the Underwriter with respect to the transfer of the
funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account and amounts owed to public
shareholders who have properly exercised their redemption rights (the “Instruction Letter”). You are
hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and
the Instruction Letter, (x) to the Representative in an amount equal to the Deferred Discount as directed by the Representative and
(y) the remainder in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust
Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the
Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date
to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related
to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


In the event that the Business Combination is not consummated on the
Consummation Date described in the Notification and we have not notified you on or before the original Consummation Date of a new Consummation
Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested
as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth
in such Notification as soon thereafter as possible.


 


[Signature Page to Investment Management Trust Agreement]


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	Semper Paratus Acquisition Corporation
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	         


 


	 	Cantor Fitzgerald & Co. 
	 	 
	 	By: 	 
	 	Name: 
	 	Title: 



 


[Signature Page to Investment Management Trust Agreement]


 






     


     


    

 


EXHIBIT B


[Letterhead of Company]


[●], 2021


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attention: Account Administration


 


Attn: [INSERT NAME]


 


Re: Trust Account – Termination Letter


 


Dear [____]:


 


Pursuant to Section 1(i) of the Investment Management
Trust Agreement between Semper Paratus Acquisition Corporation, a Cayman Islands exempted company (the “Company”),
and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”),
dated as of [● ], 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable
to effect a business combination with a target business (the “Business Combination”) within the time frame specified
in the Company’s amended and restated memorandum and articles of association, as described in the Company’s Prospectus relating
to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement, we hereby authorize
you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into the trust operating account at [J.P. Morgan
Chase Bank, N.A.] to await distribution to the Public Shareholders. The Company has selected [____]1
as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation
proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the trust
operating account. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said
funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended and restated
memorandum and articles of association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable
and documented unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated,
except to the extent otherwise provided in Section 1(j) of the Trust Agreement.


 





 





1 15 months from the closing of the Offering, or at a later
date, if extended.



 






    


     


    

 


	 	Very truly yours,
	 	 
	 	Semper Paratus Acquisition Corporation
	 	 
	 	By:	 
	 	Name:	      
	 	Title:	 
	 	 	 
	cc: J.P. Cantor Fitzgerald & Co.	 	 


  


[Signature Page to Investment Management
Trust Agreement]





 






     


     


    

 


EXHIBIT C


[Letterhead of Company]


[●], 2021


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attention: Account Administration


 


Re: Trust Account – Tax Payment Withdrawal Instructions


 


Dear [____]:


 


Pursuant to Section 1(j) of the Investment Management
Trust Agreement between Semper Paratus Acquisition Corporation, a Cayman Islands exempted company (the “Company”),
and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”),
dated as of [ ], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $[
] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings
set forth in the Trust Agreement.


 


The Company needs such funds to pay for the tax obligations as set
forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized
to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	Semper Paratus Acquisition Corporation
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	      
	 	 	 
	cc: Cantor Fitzgerald & Co.	 	 


 


[Signature Page to Investment Management Trust Agreement]


 






     


     


    

 


EXHIBIT D


[Letterhead of Company]


[●], 2021


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attention: Account Administration


 


Re: Trust Account – Shareholder Redemption Withdrawal Instruction


 


Dear [____]:


 


Pursuant to Section 1(k) of the Investment Management
Trust Agreement between Semper Paratus Acquisition Corporation, a Cayman Islands exempted company (the “Company”),
and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”),
dated as of [ ], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming
Public Shareholders of the Company $[ ] of the principal and interest income earned on the Property in the aggregate as of the date hereof.
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay its Public Shareholders who have
properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder vote to approve a Specified Charter
Amendment. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this
letter to the redeeming Public Shareholders in accordance with your customary procedures.


   


	 	Very truly yours,
	 	 
	 	Semper Paratus Acquisition Corporation
	 	 
	 	By:	      
	 	Name:	 
	 	Title:	 
	 	 	 
	cc Cantor Fitzgerald & Co.	 	 


 


[Signature Page to Investment Management
Trust Agreement]