Exhibit 10.7


 


Semper Paratus Acquisition Corporation


767 Third Avenue


38th
Floor


New York, NY 10017


 


April 22, 2021


 


Semper Paratus Sponsor LLC


767 Third Avenue


38th
Floor


New York, NY 10017


 


RE: Securities Subscription Agreement


 


Ladies and Gentlemen:


 


This agreement (the “Agreement”) is entered into
on April 22, 2021 by and between Semper Paratus Sponsor LLC, a Delaware limited liability company (the “Subscriber”
or “you”), and Semper Paratus Acquisition Corporation, a Cayman Island exempted company (the “Company”,
 “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber
has made to purchase 8,625,000 shares (the “ Shares”) of the Class B ordinary shares, $0.0001 par value per share
(the “Class B Ordinary Shares”) up to 1,125,000 of which are subject to forfeiture by you if the underwriters
of the initial public offering (“IPO”) of units of the Company (the “Units”), do not fully exercise
their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding
such Shares are as follows:


 


1.
Purchase of Shares. For the sum of $25,000, which the Company acknowledges receiving in cash, the Company hereby issues the
Shares to the Subscriber, and the Subscriber hereby purchases the Shares from the Company, subject to forfeiture, on the terms and subject
to the conditions set forth in this Agreement. Concurrently with the Subscriber’s execution of this Agreement, the Company shall,
at its option, deliver to the Subscriber a certificate registered in the Subscriber’s name representing the Shares (the “Original
Certificate”), or effect such delivery in book-entry form.


 


2. Representations, Warranties, and Agreements.


 


2.1 Subscriber’s Representations, Warranties
and Agreements. To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents and warrants to the
Company and agrees with the Company as follows:


 


2.1.1 No Government Recommendation or Approval.
The Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement of the offering of
the Shares.


 


2.1.2 No Conflicts. The execution, delivery
and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict
with or constitute a default under (a) the formation and governing documents of the Subscriber, (b) any agreement, indenture
or instrument to which the Subscriber is a party, or (c) any law, statute, rule or regulation to which the Subscriber is subject,
or any agreement, order, judgment or decree to which the Subscriber is subject.


 






    


     


    

 


2.1.3 Organization and Authority. The Subscriber
is a Delaware limited liability company, validly existing and in good standing under the laws of Delaware and possesses all requisite
power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement
is a legal, valid and binding agreement of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’
rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in
equity).


 


2.1.4 Experience, Financial Capability and
Suitability.


 


(a) Subscriber is: (i) sophisticated in
financial matters and is able to evaluate the risks and benefits of the investment in the Shares and (ii) able to bear the economic
risk of its investment in the Shares for an indefinite period of time because the Shares have not been registered under the Securities
Act of 1933, as amended (the “Securities Act”) and therefore cannot be sold unless subsequently registered under the
Securities Act or an exemption from such registration is available. Subscriber is capable of evaluating the merits and risks of its investment
in the Company and has the capacity to protect its own interests.


 


(b) Subscriber must bear the economic risk of
this investment until the Shares are sold pursuant to: (i) an effective registration statement under the Securities Act or (ii) an
exemption from registration available with respect to such sale. Subscriber is able to bear the economic risks of an investment in the
Shares and to afford a complete loss of Subscriber’s investment in the Shares.


 


2.1.5 Access to Information; Independent Investigation.
Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives
of the Company concerning an investment in the Company, as well as the finances, operations, business and prospects of the Company, and
the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to make
this investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding of the Company and its business based
upon Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. Subscriber understands
that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 2
and Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral,
relating to the Company, its operations and/or its prospects.


 


2.1.6 Regulation D Offering. Subscriber
represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated
under the Securities Act and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited
investors” within the meaning of Section 501(a) of Regulation D promulgated under the Securities Act or similar exemptions
under state law.


 


2.1.7 Investment Purposes. The Subscriber
is purchasing the Shares solely for investment purposes, for the Subscriber’s own account and not for the account or benefit of
any other person, and not with a view towards the distribution or dissemination thereof. The Subscriber did not decide to enter into this
Agreement 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.


 






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2.1.8 Restrictions on Transfer; Shell Company.
Subscriber understands the Shares are being offered in a transaction not involving a public offering within the meaning of the Securities
Act. Subscriber understands the Shares will be “restricted securities” within the meaning of section (a)(3) of Rule 144
promulgated under the Securities Act (“Rule 144”), and Subscriber understands that the Certificates (as defined in Section 3.3)
or book-entries representing the Shares will contain a legend in respect of such restrictions. If in the future the Subscriber decides
to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only pursuant
to (a) registration under the Securities Act covering such offer, resale, pledge or other transaction or (b) an available exemption
from registration. Subscriber agrees that if any transfer of its Shares or any interest therein is proposed to be made, as a condition
precedent to any such transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company.
Absent registration or an exemption, the Subscriber agrees not to resell the Shares. Subscriber further acknowledges that because the
Company is a shell company, Subscriber may not be able to rely on Rule 144 promulgated under the Securities Act with respect to the
resale of the Shares until one year following consummation of the initial business combination of the Company, despite technical compliance
with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.


 


2.1.9 No Governmental Consents. No governmental,
administrative or other third-party consents or approvals are required, necessary or appropriate on the part of Subscriber in connection
with the transactions contemplated by this Agreement.


 


2.2 Company’s Representations, Warranties
and Agreements. To induce the Subscriber to purchase the Shares, the Company hereby represents and warrants to the Subscriber and
agrees with the Subscriber as follows:


 


2.2.1 Organization and Corporate Power.
The Company is a Delaware corporation 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.


 


2.2.2 No Conflicts. The execution, delivery
and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby do not violate, conflict
with or constitute a default under (a) the certificate of incorporation or by-laws of the Company, (b) any agreement, indenture
or instrument to which the Company is a party, or (c) any law, statute, rule or regulation to which the Company is subject,
or any agreement, order, judgment or decree to which the Company is subject.


 


2.2.3 Title to Securities. Upon issuance
in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable.
Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Subscriber will have or receive good title to the Shares,
free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements
to which the Shares may be subject which have been notified to the Subscriber in writing, (b) transfer restrictions under federal
and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.


 


2.2.4 No Adverse Actions. There are no
actions, suits, investigations or proceedings pending, threatened against or affecting the Company that: (a) seek to restrain, enjoin,
prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or (b) question the validity or legality
of any transactions or seeks to recover damages or to obtain other relief in connection with any transactions.


 






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3. Forfeiture of Shares.


 


3.1 Partial or No Exercise of the Over-allotment
Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges
and agrees that it (or, if applicable, it and any transferees of the Shares (such transferees, the “Initial Stockholders”))
shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,125,000 Shares, pro rata based upon the percentage
of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other Initial Stockholders
prior to the IPO, if any) will own an aggregate number of Shares (not including any Shares issuable upon exercise of any warrants or any
Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”, together with the “Class B
Ordinary Shares”, the “Ordinary Shares”) purchased by Subscriber or any other Initial Stockholder in the
IPO or in the aftermarket) equal to 20% of the issued and outstanding Shares immediately following the IPO.


 


3.2 Termination of Rights as Stockholder.
If any of the Shares are forfeited in accordance with this Section 3, then after such time the Subscriber (or Initial Stockholder
or other successor in interest), shall no longer have any rights as a holder of such forfeited Shares, and the Company shall take such
action as is appropriate to cancel such forfeited Shares.


 


3.3 Share Certificates. In the event an
adjustment to the original certificates representing the Shares (the “Original Certificates”), if any, is required pursuant
to this Section 3, then the Subscriber shall return such Original Certificates to the Company or its designated agent as soon as
practicable upon its receipt of Notice (as defined in Section 6.2) from the Company advising Subscriber of such adjustment, following
which a new certificate representing the Shares (the “New Certificate” and together with the Original Certificates,
the “Certificates”), if any, shall be issued in such amount representing the adjusted number of Shares held by the Subscriber.
The New Certificate, if any, shall be returned to the Subscriber as soon as practicable. Any such adjustment for any uncertificated securities
held by the Subscriber shall be made in book-entry form.


 


4.
Waiver of Liquidation Distributions; Redemption Rights. In connection with the Shares purchased pursuant to this Agreement,
the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the
trust account, which will be established for the benefit of the Company’s public stockholders and into which substantially all of
the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon
the Company’s failure to timely complete an initial business combination. For purposes of clarity, in the event the Subscriber purchases
Units in the IPO or shares of Class A Ordinary Shares in the aftermarket, any additional shares of Class A Ordinary Shares included
in the Units or shares of Class A Ordinary Shares so purchased shall be eligible to receive any liquidating distributions by the
Company. However, in no event will the Subscriber have the right to redeem any Shares into funds held in the Trust Account upon the successful
completion of an initial business combination.


 


5. Restrictions on Transfer.


 


5.1 Securities Law Restrictions. In addition
to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) by and
between Subscriber and the Company to be dated as of the closing of the IPO, Subscriber agrees not to sell, transfer, pledge, hypothecate
or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration statement on the appropriate form
under the Securities Act and applicable state securities laws with respect to the offer and sale of the Shares proposed to be transferred
shall then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such
registration is not required because such transaction is exempt from registration (i) under the Securities Act and the rules promulgated
thereunder by the Securities and Exchange Commission and (ii) with respect to all applicable state securities laws.


 






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5.2 Lock-up. Subscriber acknowledges that
the Shares will be subject to lock-up provisions (the “Lock-up”) contained in the Insider Letter.


 


5.3 Restrictive Legends. Any Certificates
shall have endorsed thereon legends substantially as follows:


 


“THE OFFER AND SALE OF THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST
THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
COVERING SUCH OFFER, SALE, TRANSFER, PLEDGE OR OTHER DISPOSAL UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH
ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.”


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP.”


 


5.4 Additional Shares or Substituted Securities.
In the event of the declaration of a share dividend, the declaration of an extraordinary dividend payable in a form other than Ordinary
Shares, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s
outstanding shares of Ordinary Shares without receipt of consideration, any new, substituted or additional securities or other property,
which are by reason of such transaction distributed with respect to any Shares subject to this Section 5 or into which such Shares
thereby become convertible shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to reflect
the distribution of such securities or property shall be made to the number or class of Shares subject to this Section 5 and Section 3.



 


5.5 Registration Rights. Subscriber acknowledges
that the Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become
freely-tradable only after certain conditions are met or the offer and sale of the Shares is registered under the Securities Act pursuant
to that certain registration rights agreement to be dated as of the closing of the IPO by and between Subscriber, the Company, and the
other parties thereto (the “Registration Rights Agreement”) prior to the closing of the IPO.


 


6. Other Agreements.


 


6.1 Further Assurances. Subscriber agrees
to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.


 


6.2 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 on the first page of this Agreement (or to such other address that may be designated by the
receiving party from time to time in accordance with this Section 6.2). 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).


 






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6.3 Entire Agreement. This Agreement, together
with the Insider Letter and the Registration Rights Agreement, each substantially in the form to be filed as an exhibit to the Registration
Statement on Form S-1 associated with the Company’s IPO, embodies the entire agreement and understanding between the Subscriber
and the Company with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating
to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this
Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.


 


6.4 Modifications and Amendments. The terms
and provisions of this Agreement may be modified or amended only by written agreement executed by all parties hereto.


 


6.5 Assignment. The rights and obligations
under this Agreement may not be assigned by either party hereto without the prior written consent of the other party.


 


6.6 Successors and Assigns; No Third-Party
Beneficiaries. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted
successors and permitted assigns. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted
assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable
right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.


 


6.7 Governing Law. This Agreement and the
rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of New York applicable
to contracts wholly performed within the borders of such state, without giving effect to the conflict of law principles thereof.


 


6.8 Severability. In the event that any
court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement shall be unreasonable
or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems it reasonable and enforceable,
and as so limited shall remain in full force and effect. In the event that such court shall deem any such provision, or portion thereof,
wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force and effect.


 


6.9 Waivers and Consents. No waiver by
any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving.
No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified
by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to
exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as
a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power, or privilege. No Notice on a party not expressly required under this
Agreement shall entitle the party receiving such Notice to any other or further Notice in similar or other circumstances or constitute
a waiver of the rights of the party giving such Notice to any other or further action in any circumstances without such Notice.


 


6.10 Survival of Representations and Warranties.
All representations and warranties made by the parties hereto in this Agreement or in any other agreement, certificate or instrument provided
for or contemplated hereby, shall survive the execution and delivery hereof and any investigations made by or on behalf of the parties.


 






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6.11 No Broker or Finder. Each of the parties
hereto represents and warrants to the other that no broker, finder or other financial consultant has acted on its behalf in connection
with this Agreement or the transactions contemplated hereby in such a way as to create any liability on the other. Each of the parties
hereto agrees to indemnify and save the other harmless from any claim or demand for commission or other compensation by any broker, finder,
financial consultant or similar agent claiming to have been employed by or on behalf of such party and to bear the cost of legal expenses
incurred in defending against any such claim.


 


6.12 Headings and Captions. The headings
and captions of the various subdivisions of this Agreement are for convenience of reference only and shall in no way modify or affect
the meaning or construction of any of the terms or provisions hereof.


 


6.13 Counterparts. This Agreement may be
executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need
not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic
delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such signature page were an original thereof.


 


6.14 Construction. The parties hereto have
participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises,
this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring
or disfavoring any party hereto because of the authorship of any provision of this Agreement. The words “include,”
 “includes,” and “including” will be deemed to be followed by “without limitation.”
Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will
be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,”
 “herein,” “hereof,” “hereby,” “hereunder,” and words of similar
import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend
that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached
any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty
or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached
will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.


 


6.15 Mutual Drafting. This Agreement is
the joint product of the Subscriber 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.


 


7.
Voting and Tender of Shares. The Subscriber agrees to vote the Shares in favor of an initial business combination that the
Company negotiates and submits for approval to the Company’s stockholders and the Subscriber shall not seek redemption with respect
to such Shares. Additionally, the Subscriber agrees not to tender any Shares in connection with a tender offer presented to the Company’s
stockholders in connection with an initial business combination negotiated by the Company.


 


8.
Indemnification. Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s
fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.


 


[Signature Page Follows]


 






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If the foregoing accurately sets forth our understanding
and agreement, please sign the enclosed copy of this Agreement and return it to us.


 


	 	Very truly yours,
	 	 
	 	
    SEMPER PARATUS ACQUISITION CORPORATION

	 	 	 
	 	By:	/s/ Basil Ben Baldanza
	 	 	Name: Basil Ben Baldanza
	 	 	Title: CEO


 


	Accepted and
    agreed as of the date first written above.	 
		 
	SEMPER PARATUS SPONSOR LLC	 
	 	 	 
	By:	/s/ Philippe J. Kurzweil	 
	 	Name: Philippe J. Kurzweil	 
	 	Title: Managing Member	 


 






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