Marti Technologies, Inc. Sample Contracts
INDEMNITY AGREEMENTIndemnification Agreement • June 7th, 2021 • Galata Acquisition Corp. • Blank checks
THIS INDEMNITY AGREEMENT (this “Agreement”) is entered into on [●], 2021, by and between Galata Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
12,500,000 Units Galata Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • July 14th, 2021 • Galata Acquisition Corp. • Blank checks • New York
WARRANT AGREEMENTWarrant Agreement • July 14th, 2021 • Galata Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”) made as of July 8, 2021 is by and between Galata Acquisition Corp., a Cayman Islands exempted company, with offices at 2001 S Street NW, Suite 320, Washington, DC 20009 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State St., 30th Floor, New York, New York 10004 (the “Warrant Agent”).
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • July 14th, 2021 • Galata Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT, dated as of July 8, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Galata Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Galata Acquisition Sponsor, LLC, a Cayman Islands limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 28th, 2021 • Galata Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of [●], 2021 by and between Galata Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnification Agreement • July 14th, 2023 • Marti Technologies, Inc. • Services-auto rental & leasing (no drivers)
THIS INDEMNITY AGREEMENT (this “Agreement”) is made on ___________, by and between Marti Technologies, Inc., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 14th, 2021 • Galata Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of July 8, 2021, by and between Galata Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned party listed under the heading “Holder” on the signature page hereto (such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”).
LETTER AGREEMENTLetter Agreement • June 7th, 2021 • Galata Acquisition Corp. • Blank checks • New York
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Galata Acquisition Corp., a Cayman Islands exempted company (the “Company”), and B. Riley Securities, Inc. as representative (the “Representative”) of the Underwriters (the “Underwriters”), relating to the underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one Class A ordinary share of the Company, $0.0001 par value (the “Ordinary Shares”), and one-half of one warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the IPO pursuant to a Registration Statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”). Certain capitalized terms used herein are
Galata Acquisition Corp.Securities Purchase Agreement • April 2nd, 2021 • Galata Acquisition Corp. • New York
We are pleased to accept the offer you (the “Subscriber”) have made to purchase an aggregate of 3,593,750 Class B ordinary shares (the “Founder Shares”) of par value $0.0001 per share, up to 468,750 of which Founder Shares are subject to complete or partial forfeiture (the “forfeiture”) if the underwriters of the initial public offering (“IPO”) of Galata Acquisition Corp., a Cayman Islands exempted company (the “Company”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B ordinary shares of the Company, including the Founder Shares, and the Class A ordinary shares of the Company, $0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association (the “Articles”), the Founders Shares will automatically convert into Class A Ordinary Shares, upon the terms and conditions set forth i
LETTER AGREEMENTUnderwriting Agreement • July 14th, 2021 • Galata Acquisition Corp. • Blank checks • New York
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Galata Acquisition Corp., a Cayman Islands exempted company (the “Company”), and B. Riley Securities, Inc. as representative (the “Representative”) of the Underwriters (the “Underwriters”), relating to the underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one Class A ordinary share of the Company, $0.0001 par value (the “Ordinary Shares”), and one-half of one warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the IPO pursuant to a Registration Statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”). Certain capitalized terms used herein are
LETTER AGREEMENTLetter Agreement • July 14th, 2021 • Galata Acquisition Corp. • Blank checks • New York
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Galata Acquisition Corp., a Cayman Islands exempted company (the “Company”), and B. Riley Securities, Inc. as representative (the “Representative”) of the Underwriters (the “Underwriters”), relating to the underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one Class A ordinary share of the Company, $0.0001 par value (the “Ordinary Shares”), and one-half of one warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the IPO pursuant to a Registration Statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”). Certain capitalized terms used herein are
CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • March 28th, 2024 • Marti Technologies, Inc. • Services-auto rental & leasing (no drivers)
This CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT (this “Convertible Note Subscription Agreement”) is entered into on March 22, 2024, by and between Marti Technologies, Inc., a Cayman Islands exempted company (f/k/a Galata Acquisition Corp.) (the “Company”), and the undersigned subscriber (“Subscriber”).
BUSINESS COMBINATION AGREEMENT by and among GALATA ACQUISITION CORP., GALATA MERGER SUB INC., and MARTI TECHNOLOGIES INC. Dated as of July 29, 2022Business Combination Agreement • August 1st, 2022 • Galata Acquisition Corp. • Blank checks • Delaware
This Business Combination Agreement, dated as of July 29, 2022 (this “Agreement”), is entered into by and among Galata Acquisition Corp. a Cayman Islands exempted company (“SPAC”), Galata Merger Sub Inc., a Delaware corporation and wholly owned direct subsidiary of SPAC (“Merger Sub”), and Marti Technologies Inc., a Delaware corporation (the “Company”).
Form of TENDER AND SUPPORT AGREEMENTTender and Support Agreement • November 21st, 2023 • Marti Technologies, Inc. • Services-auto rental & leasing (no drivers) • New York
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of November [●], 2023, is entered into by and among Marti Technologies, Inc. (formerly known as Galata Acquisition Corp.), an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), and each of the persons listed on Schedule A hereto (the “Warrant Holders,” and each, a “Warrant Holder”).
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • December 20th, 2023 • Marti Technologies, Inc. • Services-auto rental & leasing (no drivers) • New York
THIS AMENDMENT NO. 1 TO THE WARRANT AGREEMENT (this “Amendment”) is made as of December 20, 2023, by and between Marti Technologies, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), and constitutes an amendment to that certain Warrant Agreement, dated as of July 8, 2021, by and between the Company and the Warrant Agent (the “Agreement”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Agreement.
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • August 1st, 2022 • Galata Acquisition Corp. • Blank checks • Delaware
Marti Technologies, Inc. and U.S. Bank Trust Company, NAtional Association as Trustee and Collateral Agent INDENTURE Dated as of July 10, 2023 15.00% Convertible Senior Notes due 2028Indenture • July 14th, 2023 • Marti Technologies, Inc. • Services-auto rental & leasing (no drivers) • New York
If the Transfer is being made pursuant to, and in accordance with, Rule 904 of Regulation S, then the Transferor makes the following representations:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 14th, 2021 • Galata Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of July 8, 2021 by and between Galata Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
AMENDMENT NO. 2 TO NOTE SUBSCRIPTION AGREEMENTNote Subscription Agreement • June 10th, 2026 • Marti Technologies, Inc. • Services-auto rental & leasing (no drivers)
This Amendment No. 2 to Note Subscription Agreement (this “Amendment”) is made and entered into effective as of June 5, 2026, by and between Marti Technologies, Inc., a Cayman Islands exempted company (f/k/a Galata Acquisition Corp.) (the “Company”), Callaway Capital Management, LLC (the “Commitment Party”) and 405 MSTV I LP, New Holland Tactical Alpha Fund LP, and Callaway Capital Management, LLC (together with the Commitment Party, each a “Subscriber”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Note Subscription Agreement (as defined below).
AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • April 29th, 2025 • Marti Technologies, Inc. • Services-auto rental & leasing (no drivers)
This AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (this “Amended and Restated Subscription Agreement”) is entered into on [●], by and among Marti Technologies, Inc., a Cayman Islands exempted company (f/k/a Galata Acquisition Corp.) (the “Company”), Callaway Capital Management LLC (the “Commitment Party”) and the entities set forth under the Title “Subscriber” on Schedule 1 hereto (together with the Commitment Party, each a “Subscriber”).
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 4th, 2023 • Galata Acquisition Corp. • Services-auto rental & leasing (no drivers)
This Amendment No. 1 to the Business Combination Agreement (this “Amendment”) is made and entered into effective as of April 28, 2023, by and between Galata Acquisition Corp., a Cayman Islands exempted company (“SPAC”), Galata Merger Sub Inc., a Delaware corporation and wholly owned direct subsidiary of SPAC (“Merger Sub”), and Marti Technologies Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Business Combination Agreement (as defined below).
AMENDMENT NO. 2 TO CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • May 4th, 2023 • Galata Acquisition Corp. • Services-auto rental & leasing (no drivers)
This Amendment No. 2 to Convertible Note Subscription Agreement (this “Amendment”) is made and entered into effective as of [•], 2023, by and between Galata Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [•] (the “Subscriber”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Convertible Note Subscription Agreement (as defined below).
NOTE SUBSCRIPTION AGREEMENTNote Subscription Agreement • April 29th, 2025 • Marti Technologies, Inc. • Services-auto rental & leasing (no drivers)
WHEREAS, pursuant to the Note Subscription Agreement to which these Terms and Conditions are attached, Marti Technologies, Inc., a Cayman Islands exempted company, as issuer (the “Company”) has agreed to issue a new class of its securities titled 12.50% Convertible Senior Secured Notes due 2029.
Marti Technologies, Inc. and as Trustee and Collateral Agent FIRST SUPPLEMENTAL INDENTURE Dated as of April 17, 2025First Supplemental Indenture • April 29th, 2025 • Marti Technologies, Inc. • Services-auto rental & leasing (no drivers)
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of April 17, 2025, between Marti Technologies, Inc., a Cayman Islands exempted company, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).
Marti Technologies, Inc. and as Trustee and Collateral Agent SECOND SUPPLEMENTAL INDENTURE Dated as of October 31, 2025Second Supplemental Indenture • April 13th, 2026 • Marti Technologies, Inc. • Services-auto rental & leasing (no drivers)
THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of October 31, 2025, between Marti Technologies, Inc., a Cayman Islands exempted company, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).
AMENDMENT TO CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • December 23rd, 2022 • Galata Acquisition Corp. • Blank checks
This Amendment No. 1 to Convertible Note Subscription Agreement (this “Amendment”) is made and entered into effective as of [•], by and between Galata Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [•] (the “Subscriber”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Convertible Note Subscription Agreement (as defined below).
SECOND AMENDMENT TO COMMITMENT LETTERCommitment Letter • April 29th, 2025 • Marti Technologies, Inc. • Services-auto rental & leasing (no drivers)
This Second Amendment to Commitment Letter (this “Amendment”) is made and entered into effective as of December 21, 2024, by and between Marti Technologies, Inc., a Cayman Islands exempted company (f/k/a Galata Acquisition Corp.) (the “Company”) and Callaway Capital Management LLC (the “Subscriber”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the A&R Convertible Note Subscription Agreement (as defined below).
GUARANTY AGREEMENTGuaranty Agreement • July 14th, 2023 • Marti Technologies, Inc. • Services-auto rental & leasing (no drivers) • New York
THIS GUARANTY AGREEMENT, dated as of July 10, 2023 (as amended, amended and restated, modified, supplemented, extended or renewed from time to time, this “Guaranty”), made by each of the undersigned subsidiaries of Marti Technologies, Inc., a Cayman Islands exempted company (the “Issuer”) (each individually, a “Guarantor” and, collectively, the “Guarantors”) and each Additional Guarantor that becomes a party hereto pursuant to Section 22 hereof. Except as otherwise defined herein, capitalized terms used herein and defined in the Indenture (as defined below) shall be used herein as therein defined.
AMENDMENT NO. 1 TO CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • April 16th, 2024 • Marti Technologies, Inc. • Services-auto rental & leasing (no drivers)
This Amendment No. 1 to Convertible Note Subscription Agreement (this “Amendment”) is made and entered into effective as of January 10, 2024, by and between Marti Technologies, Inc., a Cayman Islands exempted company (f/k/a Galata Acquisition Corp.) (the “Company”), and Callaway Capital Management LLC (the “Subscriber”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Convertible Note Subscription Agreement (as defined below).
COMMITMENT LETTERCommitment Letter • March 28th, 2024 • Marti Technologies, Inc. • Services-auto rental & leasing (no drivers)
Reference is made to that certain Convertible Note Subscription Agreement dated May 4, 2023 (the “Convertible Note Subscription Agreement”), by and between Marti Technologies, Inc., a Cayman Islands exempted company (f/k/a Galata Acquisition Corp.) (the “Company”), and Callaway Capital Management LLC (the “Subscriber”), as amended by the Amendment No. 1 to Convertible Note Subscription Agreement dated January 10, 2024 (the “Amendment”), by and between the Company and the Subscriber. This letter agreement (the “Commitment Letter”) dated as of March 22, 2024 is provided by the Subscriber to evidence its commitment to complete certain of its Subscription as set forth below. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Convertible Note Subscription Agreement or the Amendment, as applicable.
AMENDMENT NO. 1 TO LETTER AGREEMENTLetter Agreement • May 4th, 2023 • Galata Acquisition Corp. • Services-auto rental & leasing (no drivers)
This Amendment No. 1 to that certain Letter Agreement (this “Amendment”) is made and entered into effective as of May 1, 2023, by and between Galata Acquisition Corp., a Cayman Islands exempted company (“SPAC”), and the undersigned individuals, each of each of whom is a member of SPAC’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Letter Agreement (as defined below).
AMENDMENT TO COMMITMENT LETTERCommitment Letter • April 29th, 2025 • Marti Technologies, Inc. • Services-auto rental & leasing (no drivers)
This Amendment to Commitment Letter (this “Amendment”) is made and entered into effective as of September 19, 2024, by and between Marti Technologies, Inc., a Cayman Islands exempted company (f/k/a Galata Acquisition Corp.) (the “Company”) and Callaway Capital Management LLC (the “Subscriber”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Convertible Note Subscription Agreement (as defined below) or the Subscription Agreement Amendment (as defined below), as applicable.
July 29, 2022Business Combination Agreement • August 1st, 2022 • Galata Acquisition Corp. • Blank checks
Reference is made to that certain Business Combination Agreement (the “BCA”), to be dated as of the date hereof, by and among Marti Technologies, Inc., a Delaware corporation (the “Company”), Galata Acquisition Corp., a Cayman Islands exempted company (“SPAC”), and Galata Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of SPAC. This letter agreement (this “Letter Agreement”) is being entered into and delivered by SPAC, the Company, Galata Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and Gala Investments LLC, a Delaware limited liability company (together with Sponsor, the “Founder Shareholders”), in connection with the transactions contemplated by the BCA. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the BCA.
INVESTOR Rights AgreementInvestor Rights Agreement • August 1st, 2022 • Galata Acquisition Corp. • Blank checks • New York
THIS INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with the terms hereof, this “Agreement”), dated as of [•], 2022, is made and entered into by and among [PubCo], a Cayman Islands exempted company f/k/a [SPAC] (the “Pubco”), Galata Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Oguz Alper Oktem (“Oktem”), Cankut Durgun (“Durgun” and, together with Oktem, the “Founders”) and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Founders, the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 7.2 of this Agreement, a “Holder”).
PLEDGE AND SECURITY AGREEMENT among Marti Technologies, Inc., certain of its Subsidiaries and U.S. Bank Trust Company, National Association, as Collateral Agent Dated as of July 10, 2023Pledge and Security Agreement • July 14th, 2023 • Marti Technologies, Inc. • Services-auto rental & leasing (no drivers) • New York