Exhibit 10.6


 


THE OFFER AND SALE OF THIS PROMISSORY NOTE (THIS “NOTE”)
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED
FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES
ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


 


	Principal Amount: Up to $300,000	Dated as of April 22, 2021
	 	New York, New York


 


Semper Paratus Acquisition Corporation, a Cayman
Islands exempted company and blank check company (the “Maker”), promises to pay to the order of Semper Paratus Sponsor
LLC, a Delaware limited liability company or its registered assigns or successors in interest (together, the “Payee”),
the principal sum of up to Three Hundred Thousand Dollars ($300,000) (the “Maximum Amount”) in lawful money of the
United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer
of immediately available funds, or as otherwise determined by Maker, to such account as Payee may from time to time designate by Notice
(as defined in Section 9) to Maker in accordance with the provisions of this Note.


 


1.
Principal. The principal balance of this Note shall be payable by Maker on the earlier of: (i) December 31, 2021
(the “Maturity Date”) or (ii) the date on which Maker consummates an initial public offering of its securities
(the “IPO”). The principal balance may be prepaid at any time. Under no circumstances shall any individual, including
but not limited to any officer, director, employee or shareholder of Maker, be obligated personally for any obligations or liabilities
of Maker hereunder.


 


2.
Interest. No interest shall accrue on the unpaid principal balance of this Note.


 


3.
Drawdown Requests. Maker and Payee agree that Maker may request from the Payee or its affiliates up to the Maximum Amount for
costs reasonably related to Maker’s initial public offering of its securities (which amount shall include
the $25,422 funded to date by the Payee or its affiliates). The principal of this Note may be drawn down from time to time prior
to the earlier of: (i) December 31, 2021 or (ii) the date on which Maker consummates an initial public offering of its
securities, upon written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state
the amount to be drawn down, and must not be an amount less than Ten Thousand Dollars ($10,000), unless agreed upon by Maker and Payee.
Payee shall fund each Drawdown Request no later than five business days after receipt of a Drawdown Request; provided, however,
that the maximum amount of drawdowns collectively under this Note shall not exceed the Maximum Amount. Once an amount is drawn down under
this Note, such amount shall not be available for future Drawdown Requests, even if such amount is prepaid. No fees, payments or other
amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker. Notwithstanding the foregoing, all
payments shall be applied, first, to payment in full of any costs incurred in the collection of any sum due under this Note, including
(without limitation) reasonable attorneys’ fees, and second, to the reduction of the unpaid principal balance of this Note.


 


4.
Application of Payments. All payments shall be applied, first, to payment in full of any costs incurred in the collection
of any sum due under this Note, including (without limitation) reasonable attorney’s fees, second, to the payment in full
of any late charges, and third, to the reduction of the unpaid principal balance of this Note.


 






    


     


    

 


5.
Events of Default. The following events shall constitute an event of default (“Event of Default”):


 


5.1 Failure to Make Required Payments.
The failure by Maker to pay the principal amount due pursuant to this Note within five business days of the Maturity Date.


 


5.2 Voluntary Bankruptcy, Etc. The: (a) commencement
by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law; (b) consent
by Maker to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar
official) of Maker for any substantial part of its property, (c) making by Maker of any assignment for the benefit of creditors;
(d) the failure of Maker generally to pay its debts as such debts become due; or (e) taking of any corporate action by Maker
in furtherance of any of the foregoing events described in Section 5.2(a) – Section 5.2(d).


 


5.3 Involuntary Bankruptcy, Etc. The: (a)(i) entry
of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable
bankruptcy, insolvency or other similar law, (ii) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of Maker or for any substantial part of its property, or (iii) the ordering of the winding-up or liquidation
of Maker’s affairs; and (b) continuance of any such decree, appointment, or order unstayed and in effect for a period of 60
consecutive days.


 


		6.	Remedies.



 


6.1 Upon the occurrence of an Event of Default
specified in Section 5.1, Payee may, by Notice to Maker, declare this Note to be due immediately and payable by Maker, whereupon
the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein or in
the documents evidencing the same to the contrary.


 


6.2 Upon the occurrence of an Event of Default
specified in Section 5.2 and Section 5.3, the unpaid principal balance of this Note, and all other sums payable with regard
to this Note, shall automatically and immediately become due and payable by Maker, in all cases without any action on the part of Payee.


 


7.
Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive: (a) presentment for payment,
demand, notice of dishonor, protest, and notice of protest with regard to the Note; (b) all errors, defects and imperfections
in any proceedings instituted by Payee under the terms of this Note; and (c) all benefits that might accrue to Maker by virtue
of any present or future laws (i) exempting any property, real or personal, or any part of the proceeds arising from any sale
of any such real or personal property, from attachment, levy or sale under execution, or (ii) providing for any stay of
execution, exemption from civil process, or extension of time for payment. Maker agrees that any real estate that may be levied upon
pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or
in part in any order desired by Payee.


 


8.
Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default,
or enforcement of the payment of this Note, and agrees that Maker’s liability shall be unconditional, without regard to the liability
of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted
or consented to by Payee. Maker consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by
Payee with respect to the payment or other provisions of this Note. Maker agrees that additional makers, endorsers, guarantors, or sureties
may become parties hereto without either any Notice to Maker or any bearing on Maker’s liability hereunder.


 






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9.
Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”)
shall be in writing and addressed to the parties at the addresses set forth below (or to such other address that may be designated by
the receiving party from time to time in accordance with this Section 9).


 


	 	If to Maker:	Semper Paratus Acquisition Corporation
	 	 	767 Third Avenue, 38th Floor
	 	 	New York, New York 10017
	 	 	Attention: Basil Ben Baldanza
	 	 	Email: bbaldanza@gmail.com
	 	 	 
	 	If to Payee:	Semper Paratus Sponsor LLC
	 	 	767 Third Avenue, 38th Floor
	 	 	New York, New York 10017
	 	 	Attention: Philippe J. Kurzweil
	 	 	Email: pj@semperparatusspac.com


 


A Notice shall be deemed to have been given (a) when delivered
by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier
(receipt requested); (c) on the date sent by facsimile or email (with confirmation of transmission) if sent during normal business
hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day
after the date mailed, by certified or registered mail (in each case, return receipt requested, postage pre-paid).


 


10.
Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO CONFLICT OF LAW PROVISIONS THEREOF.


 


11.
Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof,
and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.


 


12.
Trust Waiver. Notwithstanding anything herein to the contrary, Payee hereby waives any and all right, title, interest or claim
of any kind (each, a “Claim”) in or to any distribution of or from the trust account to be established (the “Trust
Account”), in which the proceeds of both the (a) IPO (including the deferred underwriters discounts and commissions) and
(b) sale of securities to be issued in a private placement to occur at the closing of the IPO are to be deposited, as described in
greater detail in the Registration Statement on Form S-1 and prospectus to be filed with the Securities and Exchange Commission in
connection with the IPO. Payee hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust
Account for any reason whatsoever.


 


13.
Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent
of both Maker and Payee.


 


14.
Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by
operation of law or otherwise) without the prior written consent of the other party hereto. Any attempted assignment without the required
consent shall be void.


 


[Signature page follows]


 






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IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as
of the day and year first above written.


 


	 	SEMPER PARATUS ACQUISITION CORPORATION
	 	 	 
	 	By:	/s/ Basil Ben Baldanza
	 	 	Name: Basil Ben Baldanza
	 	 	Title: CEO


 






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