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:
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”).
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”).
