6,000,000 Units Mars Acquisition, Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • February 17th, 2023 • Mars Acquisition Corp. • Blank checks • New York
The undersigned, Mars Acquisition, Corp., a company incorporated as a Cayman Islands company ("Company"), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as "you", "Maxim", or as the "Representative") and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the "Underwriters" or, individually, an "Underwriter"), as follows:
MARS ACQUISITION CORP.Mars Acquisition Corp. • May 26th, 2022 • Blank checks • New York
This agreement (this “Agreement”) is entered into on October 20, 2021, by and between Mars Capital Holding Corporation, a BVI business company limited by shares (the “Subscriber” or “you”), and Mars Acquisition Corp., a Cayman Islands exempted company (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 1,423,125 ordinary shares (the “Shares”), $0.0001 par value per share (the “Ordinary Shares”), up to 185,625 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company’s and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 17th, 2023 • Mars Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of February 13, 2023, by and among Mars Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
RIGHTS AGREEMENTRights Agreement • February 17th, 2023 • Mars Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of February 13, 2023 between Mars Acquisition Corporation., a Cayman Islands exempted company, with offices at Americas Tower, 1177 Avenue of The Americas, Suite 5100, New York, NY 10036 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004 (the “Right Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 26th, 2022 • Mars Acquisition Corp. • Blank checks • New York
This Agreement, made and entered into effective as of [●], 2022 (“Agreement”), by and between Mars Acquisition Corporation, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 17th, 2023 • Mars Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 13, 2023 by and between Mars Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
Mars Acquisition Corp. Americas Tower, 1177 Avenue of The Americas Suite 5100 New York, NY 10036 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • February 17th, 2023 • Mars Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Mars Acquisition Corp., a Cayman Islands company limited by shares (the “Company”), Maxim Group LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 6,000,000 of the Company’s units (including up to 900,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.000125 per share (“Ordinary Shares”) and one right. Each right (each, a “Right”) entitles the holder thereof to receive two-tenths (2/10) of one ordinary share upon consummation of our initial business combination. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • February 17th, 2023 • Mars Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of February 13, 2023 (as it may from time to time be amended, this “Agreement”), is entered into by and between Mars Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Mars Capital Holding Corporation, a British Virgin Islands company limited by shares (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 5th, 2024 • Mars Acquisition Corp. • Blank checks • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of April 2, 2024 (the “Effective Date”), by, between and among Polar Multi-Strategy Master Fund (the “Investor”), Mars Acquisition Corp., a Cayman Islands exempted company (“SPAC”), Mars Capital Holdings Corporation, a British Virgin Islands business company (“Sponsor”), and Scantech Identification Beam Systems, LLC, a Delaware limited liability company (“Scantech”). Investor, SPAC, Sponsor and Scantech are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
LOCK-UP AGREEMENTLock-Up Agreement • September 8th, 2023 • Mars Acquisition Corp. • Blank checks • Delaware
This LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of September 5, 2023, by and among (i) ScanTech AI Systems Inc., a Delaware corporation (“Pubco”), (ii) Mars Acquisition Corp., a Cayman Islands exempted company, the “Purchaser”), and (iii) the undersigned (“Holder”). Any capitalized term used but not otherwise defined in this Agreement shall have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
PREPAID FORWARD PURCHASE AGREEMENTPrepaid Forward Purchase Agreement • September 8th, 2023 • Mars Acquisition Corp. • Blank checks • New York
This Prepaid Forward Purchase Agreement (this “Agreement”) is entered into as of September 4, 2023, by and among Mars Acquisition Corp., a Cayman Island exempted company (“SPAC”), ScanTech Identification Beam Systems, LLC, a Delaware limited liability company (“ScanTech” or the “Company”), Pubco (as herein defined) and RiverNorth SPAC Arbitrage Fund, L.P., a Delaware limited partnership (the “Purchaser”) (collectively the “Parties”). Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • December 26th, 2023 • Mars Acquisition Corp. • Blank checks
This AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made and entered into as of December 19, 2023, by and among Mars Acquisition Corp., a Cayman Island exempted company (the “Purchaser”), ScanTech AI Systems Inc., a Delaware corporation and a wholly owned subsidiary of the Purchaser (“Pubco”), Mars Merger Sub I Corp., a Cayman Islands exempted company and a wholly owned subsidiary of Pubco, Mars Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of Pubco, ScanTech Identification Beam Systems, LLC, a Delaware limited liability company (the “Company”), and Dolan Falconer in the capacity as the representative from and after the Effective Time for the Company Holder Participants as of immediately prior to the Effective Time. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given to them in the Business Combination Agreement (as defined below).
AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • April 5th, 2024 • Mars Acquisition Corp. • Blank checks
This AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), is made and entered into as of April 2, 2024, by and among Mars Acquisition Corp., a Cayman Island exempted company (the “Purchaser”), ScanTech AI Systems Inc., a Delaware corporation and a wholly owned subsidiary of Mars (“Pubco”), Mars Merger Sub I Corp., a Cayman Islands exempted company and a wholly owned subsidiary of Mars (“Purchaser Merger Sub”), Mars Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of Pubco (“Company Merger Sub”), ScanTech Identification Beam Systems, LLC, a Delaware limited liability company (the “Company” or “ScanTech”), and Dolan Falconer in the capacity as the representative from and after the Effective Time for the Company Holder Participants as of immediately prior to the Effective (the “Seller Representative”). Capitalized terms not otherwise defined in this Amendment shall have the meaning given to them in the Business Combination Agreement (a
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 8th, 2023 • Mars Acquisition Corp. • Blank checks • Delaware
This VOTING AND Support Agreement (this “Agreement”) is made as of September 5, 2023, by and among (i) Mars Acquisition Corp., a Cayman Islands exempted company (together with its successors, the “Purchaser”), (ii) ScanTech Identification Beam Systems, LLC, a Delaware limited liability company (the “Company”), (iii) Mars Capital Holding Corporation, a British Virgin Islands business company with limited liability (the “Sponsor”), and (iv) the holders of the Purchaser’s securities set forth on the signature pages hereto (the “Other Holders” and, collectively with the Sponsor, the “Insiders”). Any capitalized term used but not defined in this Agreement shall have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
WARRANT AGREEMENTWarrant Agreement • May 26th, 2022 • Mars Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of _____________, 2022, is by and between Mars Acquisition Corporation, a Cayman Islands exempted company with limited liability (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • January 24th, 2024 • Mars Acquisition Corp. • Blank checks • New York
This Non-Redemption Agreement (this “Agreement”) is entered as of [●], 2024 by and among Mars Acquisition Corp. (“Mars”), Mars Capital Holding Corporation, a British Virgin Islands business company with limited liability (the “Sponsor”), and ScanTech AI Systems Inc., a Delaware corporation and wholly owned subsidiary of Mars (“Pubco”) and the undersigned investors (collectively, the “Investor”).
Mars Acquisition Corp. AMENDMENT NO. 1 TO PROMISSORY NOTEPromissory Note • May 26th, 2022 • Mars Acquisition Corp. • Blank checks
THIS AMENDMENT TO PROMISSORY NOTE (this “Amendment”) is entered into effective as of April 20, 2022, by Mars Acquisition Corp., an exempted limited liability Cayman Islands company and blank check company (“Maker”), and Mars Capital Holding Corporation, a British Virgin Islands company (the “Payee,” and, together with Maker, the “Parties”).
AMENDMENT TO INSIDER LETTERInsider Letter • September 8th, 2023 • Mars Acquisition Corp. • Blank checks
This AMENDMENT TO INSIDER LETTER (this “Amendment”) is made and entered into as of [__], 2023, by and among (i) Mars Acquisition Corp., a Cayman Islands exempted company (the “Company”), (ii) ScanTech AI Systems Inc., a Delaware corporation (“Pubco”), (iii) Mars Capital Holding Corporation, a British Virgin Islands business company with limited liability (the “Sponsor”), (iv) Maxim Group LLC (“Maxim”), and (v) the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team and who, along with the Sponsor and Maxim, and other transferees of the applicable Company securities, is referred to as an “Insider” pursuant to the terms of the Insider Letter (as defined below). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Insider Letter (and, if such term is not defined in the Insider Letter, then such term shall have the meaning assigned to it in the Business Combination A
BUSINESS COMBINATION AGREEMENT by and among MARS ACQUISITION CORP., as the Purchaser, SCANTECH AI SYSTEMS INC., as Pubco, Mars Merger Sub I Corp., as Purchaser Merger Sub, MARS MERGER SUB II LLC, as Company Merger Sub, SCANTECH IDENTIFICATION BEAM...Business Combination Agreement • September 8th, 2023 • Mars Acquisition Corp. • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of September 5, 2023, by and among (i) Mars Acquisition Corp., a Cayman Islands exempted company (together with its successors, the “Purchaser”), (ii) ScanTech AI Systems Inc., a Delaware corporation and a wholly owned subsidiary of the Purchaser (“Pubco”), (iii) Mars Merger Sub I Corp., a Cayman Islands exempted company and a wholly owned subsidiary of Pubco (“Purchaser Merger Sub”), (iv) Mars Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of Pubco (“Company Merger Sub” and, together with Purchaser Merger Sub, the “Merger Subs”; and the Merger Subs, collectively with the Purchaser and Pubco, the “Purchaser Parties”), (v) ScanTech Identification Beam Systems, LLC, a Delaware limited liability company (together with its successors, the “Company”), and (vi) Dolan Falconer in the capacity as the representative from and after the Effective Time for the Company Holder Pa
