INDEMNIFICATION AGREEMENTIndemnification Agreement • October 24th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals • 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”).
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement • July 31st, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals
This Settlement Agreement and Mutual Release (the “Agreement”), dated 18 June 2024, is entered into by and among (i) NACS, LLC, a Delaware limited liability company (“NACS”), (ii) ScanTech Identification Beam Systems, LLC, a Delaware limited liability company (“ScanTech”), and (iii) Taylor Frères Americas LLP (“TFA” and, together with its affiliates, including, without limitation, TFGS Holding VII LLC, the “TF Parties”), collectively referred to herein as the “Parties.”
SUBSCRIPTION AGREEMENTSubscription Agreement • June 28th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals • 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.”
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • June 28th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals • 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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 28th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of May 29, 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.”
ContractLease Agreement • October 24th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals
THIS LEASE AGREEMENT is dated as of July 18, 2023 by and between VJ Properties, LLC, a Georgia limited liability company (“Landlord”) and Scantech Identification Beam Systems “Tenant”).
LOCK-UP AGREEMENTLock-Up Agreement • June 28th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals • 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).
CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • October 24th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals • Delaware
This CREDIT AND SECURITY AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, restated, amended and restated, modified and/or restated from time to time, this “Agreement”) is entered into as at 25 September 2024, by and among SCANTECH AI SYSTEMS INC., a Delaware corporation (the “Borrower”), SCANTECH IDENTIFICATION BEAM SYSTEMS LLC, a Delaware limited liability company as a Subsidiary Guarantor (the “Subsidiary Guarantor”), SEAPORT GROUP SIBS LLC, a Delaware limited liability company, as Collateral Agent (“Agent”) for the several lenders from time to time party to this Agreement (collectively, the “Lenders”), and such Lenders, and provides the terms on which Agent and the Lenders shall lend to Borrower and Borrower shall repay Agent and the Lenders. This Agreement shall be binding upon the parties hereto as at the date hereof and shall be made effective on the Effective Date (as defined in Section 2.2(a) below). The parties agree as follows:
FORM OF AMENDMENT TO CREDITOR CONVERSION AGREEMENTCreditor Conversion Agreement • October 24th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals
THIS AMENDMENT (the "Amendment") is made as of September 22, 2024, by and between ScanTech Identification Beam Systems LLC ("ScanTech") and [ ] ("Creditor").
CONVERSION & MUTUAL RELEASE AGREEMENTConversion and Mutual Release Agreement • October 24th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals • Delaware
This CONVERSION AND MUTUAL RELEASE AGREEMENT (this “Agreement”), dated 20 September 2024 (the “Effective Date”), is made and entered into by and between SCANTECH IDENTIFICATION BEAM SYSTEMS LLC, a Delaware limited liability company (“ScanTech”), CATALYTIC HOLDINGS I LLC, a Delaware limited liability company (hereinafter “Catalytic”), and SCANTECH AI SYSTEMS INC., a Delaware corporation (together with its successors, “Pubco”). ScanTech, Catalytic, and Pubco are collectively referred to as the “Parties.”
AMENDMENT TO CREDITOR CONVERSION AGREEMENTCreditor Conversion Agreement • October 24th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals
THIS AMENDMENT (the "Amendment") is made as of October 14, 2024, by and between SCANTECH IDENTIFICATION BEAM SYSTEMS LLC ("ScanTech") and NACS LLC ("Creditor").
LOAN EXCHANGE & RELEASE AGREEMENTLoan Exchange & Release Agreement • October 24th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals • Delaware
This LOAN EXCHANGE & RELEASE AGREEMENT (this “Agreement”) is made as at 25 September 2024, by and among SCANTECH IDENTIFICATION BEAM SYSTEMS LLC, a Delaware limited liability company (hereinafter referred to as the “Legacy Borrower”) and SCANTECH AI SYSTEMS INC, a Delaware corporation (hereinafter referred to as the “New Borrower”) on the one hand, and SEAPORT GROUP SIBS LLC, a Delaware limited liability company (hereinafter referred to as “Senior Lender”) and STEELE INTERESTS SIBS LLC, a limited liability company organized under the laws of Delaware, STEELE INTERESTS SIBS II LLC, a limited liability company organized under the laws of Delaware, STEELE INTERESTS SIBS III LLC, a limited liability company organized under the laws of Delaware, and STEELE INTERESTS SIBS IV LLC, a limited liability company organized under the laws of Delaware (each a “Noteholder” and collectively the “Noteholders”) in their joint capacity as lenders providing new term loan commitments as set forth herein be
LICENSE AGREEMENTLicense Agreement • June 28th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals • New York
This License Agreement (“Agreement”) is made and entered into as of June 1, 2011 (the “Effective Date”) by and between ScanTech/IBS IP Holding Company, LLC, a Delaware limited liability company (“Licensor”), and ScanTech Identification Beam Systems, LLC, a Delaware limited liability company (“Licensee”).
JOINDER TO THE LOCK-UP AGREEMENT OF SCANTECH AI SYSTEMS INC.Joinder to the Lock-Up Agreement • October 24th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals • Delaware
THIS JOINDER TO THE LOCK-UP AGREEMENT OF SCANTECH AI SYSTEMS INC. (this “Joinder”), effective as at 25 September 2024 (the “Joinder Effective Date”), is entered into by the undersigned (each a Delaware limited liability company and together with its successors a “Holder” and collectively the “Holders”), and is agreed to and accepted by SCANTECH AI SYSTEMS INC., a Delaware corporation (together with its successors, “Pubco”) and MARS ACQUISITION CORP., a Cayman Islands exempted company (together with its successors, “Purchaser”). All capitalized terms used herein but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined herein below).
PROMISSORY BRIDGE NOTEPromissory Bridge Note • October 24th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals • Delaware
This Promissory Bridge Note (the “Note”) dated as of May 7, 2024, is made among ScanTech Identification Beam Systems, LLC, a Delaware Limited Liability Company (the “Company”), and Aegus Corp, a New Jersey corporation, and its permitted transferees, successors and permitted assigns, (the “Lender”). This Note replaces that certain Promissory Bridge Note issued by the Company to the Lender dated as of April 29, 2024 (the “Original Note”).
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement • October 24th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals
This Settlement Agreement and Mutual Release (the “Agreement”), dated October 14 2024, is entered into by and among (i) ScanTech Identification Beam Systems, LLC, a Delaware limited liability company (“ScanTech”), (ii) ScanTech AI Systems, Inc., a Delaware corporation (“PubCo”) and (iii) Aegus Corporation, a Delaware corporation (“Aegus”), collectively referred to herein as the “Parties.”
PREPAID FORWARD PURCHASE AGREEMENTPrepaid Forward Purchase Agreement • June 28th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals • 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).
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement • October 24th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals
This Settlement Agreement and Mutual Release (the “Agreement”), dated October 14 2024, is entered into by and among (i) ScanTech Identification Beam Systems, LLC, a Delaware limited liability company (“ScanTech”), (ii) ScanTech AI Systems, Inc., a Delaware corporation (“PubCo”) and (iii) MG Partners LLC, a Delaware limited liability company (“MGP”), collectively referred to herein as the “Parties.”
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • June 28th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals • 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).
Distributorship AgreementDistributorship Agreement • July 31st, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals • Georgia
THIS AGREEMENT made this 24th day of March, 2023, by and between ScanTech Identification Beam Systems LLC. whose principal place of business is located at 1735 Enterprise Dr, Buford, GA 30518 - USA (hereinafter referred to as “ScanTech”), a corporation incorporated under the laws of the State of Georgia, having its principal office in Buford GA, ("Manufacturer"), and Agop Havluciyan X Ray Güvenlik Sistemleri Merkezi Sanayi ve Ticaret Ltd. Şti. a company organized under the laws of Turkey, with offices at Beylikdüzü OSB Mah, Mermiceler San. Sit.10 cadde No 14, Beylikdüzü, Istanbul, Turkey (known as XRC) ("Distributor"), with Manufacturer and Distributor collectively referred to as the “Parties”. For good and valuable consideration, the sufficiency of which is hereby acknowledged by all Parties, Manufacturer and XRC agrees as follows:
LEAK OUT AGREEMENTLeak Out Agreement • October 24th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals • Delaware
THIS LEAK OUT AGREEMENT (the “Agreement”) is entered into as of this 20th day of September 2024 (the “Effective Date”) by and between Bay Point Capital Partners LP, a Delaware limited partnership (hereinafter “Bay Point”), Catalytic Holdings I LLC, a Delaware limited liability company, (hereinafter “Catalytic”), and TFGS Holding VII LLC a Wyoming limited liability company (hereinafter “TFGS” and together with Bay Point and Catalytic the “Stockholders”), and ScanTech AI Systems Inc., a Delaware corporation (together with its successors, the “Company”).
AMENDMENT NO. 1 TO SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement • October 24th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals
This AMENDMENT NO. 1 TO SETTLEMENT AGREEMENT AND MUTUAL RELEASE (this “Amendment”), is made and entered into as of October 24, 2024, by and among (i) ScanTech Identification Beam Systems, LLC, a Delaware limited liability company (“ScanTech”), (ii) NACS, LLC, a Delaware limited liability company (“NACS”), and (iii) Taylor Frères Americas LLP (“TFA”) and TFGS VII Gestion LLC (“TFGS” and collectively with TFA and their respective Affiliates the “TF Parties”). Other than as set forth in Section 10 of the Settlement Agreement, the term “Affiliate” as used herein shall have the same meaning ascribed to it in the BCA. Each of ScanTech, NACS, TFA, and TFGS are referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms not otherwise defined in this Amendment shall have the meanings given to them in the Settlement Agreement (as defined below).
ScanTech AI Systems Inc. FORM OF CONSULTING AGREEMENTConsulting Agreement • October 24th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals • Delaware
This CONSULTING AGREEMENT (“Agreement”) is made as of [date], 2024 by and between SCANTECH AI SYSTEMS INC. (i.e. Pubco as defined in the Business Combination Agreement (as herein defined)), a Delaware corporation (the “Company”) and Karl Brenza (“Consultant”) (each being a “Party” hereto and together constituting the “Parties”).
CONVERSION & MUTUAL RELEASE AGREEMENTConversion and Mutual Release Agreement • October 24th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals • Delaware
This CONVERSION AND MUTUAL RELEASE AGREEMENT (this “Agreement”), dated 20 September 2024 (the “Effective Date”), is made and entered into by and between SCANTECH IDENTIFICATION BEAM SYSTEMS LLC, a Delaware limited liability company (“ScanTech”), BAY POINT CAPITAL PARTNERS LP, A DELAWARE LIMITED PARTNERSHIP (hereinafter “Bay Point”), and SCANTECH AI SYSTEMS INC., a Delaware corporation (together with its successors, “Pubco”). ScanTech, Bay Point, and Pubco are collectively referred to as the “Parties.“
EMPLOYMENT AGREEMENTEmployment Agreement • June 28th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals • Georgia
This Employment Agreement (“this Agreement”) is made by and between Marion “Chip” Starns V (“Employee”) and ScanTech Identification Beam Systems, LLC (“Company”), on this the 1st day of June, 2011 (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 28th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals • Georgia
This Employment Agreement (“this Agreement”) is made by and between Christopher Green (“Employee”) and ScanTech Identification Beam Systems, LLC (“Company”), on this the 1st day of June, 2014 (the “Effective Date”).
FIRST AMENDMENT OF EMPLOYMENT AGREEMENTEmployment Agreement • June 28th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals
This First Amendment of’ Employment Agreement (the “Amendment”) is made by and between Marion “Rocky” Starns IV (“Executive”) and ScanTech Identification Beam Systems, LLC (“Company”), effective as of June 1, 2011.
4AMENDMENT NO. 1 TO PREPAID FORWARD PURCHASE AGREEMENTPrepaid Forward Purchase Agreement • October 1st, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals
This AMENDMENT NO. 1 TO PREPAID FORWARD PURCHASE AGREEMENT (this “Amendment”), is made and entered into as of September 30, 2024, by and among Mars Acquisition Corp., a Cayman Island exempted company (the “SPAC”), ScanTech AI Systems Inc., a Delaware corporation and a wholly owned subsidiary of Mars (“Pubco”), ScanTech Identification Beam Systems, LLC, a Delaware limited liability company (the “Company” or “ScanTech”), and RiverNorth SPAC Arbitrage Fund, L.P., a Delaware limited partnership (the “Purchaser”) (collectively the “Parties”). Capitalized terms not otherwise defined in this Amendment shall have the meaning given to them in the FPA (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • June 28th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals • Georgia
This Employment Agreement (“this Agreement”) is made by and between Alfred R. Forbes IV (“Employee”) and ScanTech Identification Beam Systems, LLC (“Company”), on this the 1st day of June, 2011 (the “Effective Date”).
CONVERSION AND MUTUAL RELEASE AGREEMENTConversion and Mutual Release Agreement • October 24th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals • Delaware
This CONVERSION AND MUTUAL RELEASE AGREEMENT (this “Agreement"), dated 26 September 2024 (the "Effective Date"), is made and entered into by and between SCANTECH IDENTIFICATION BEAM SYSTEMS LLC, a Delaware limited liability company (“ScanTech"), DOLAN P. FALCONER, an individual ("Falconer"), and SCANTECH AI SYSTEMS INC., a Delaware corporation (together with his successors, "Pubco"). ScanTech, Falconer, and Pubco are collectively referred to as the "Parties."
JOINDER TO THE LOCK-UP AGREEMENT OF SCANTECH AI SYSTEMS INC.Joinder to the Lock-Up Agreement • October 24th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals • Delaware
THIS JOINDER TO THE LOCK-UP AGREEMENT OF SCANTECH AI SYSTEMS INC. (this “Joinder”), effective as at 23 September 2024 (the “Joinder Effective Date”), is entered into by the undersigned (a Wyoming limited liability company and together with its successors “Holder”), and is agreed to and accepted by SCANTECH AI SYSTEMS INC., a Delaware corporation (together with its successors, “Pubco”) and MARS ACQUISITION CORP., a Cayman Islands exempted company (together with its successors, “Purchaser”). All capitalized terms used herein but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined herein below).
DISTRIBUTORSHIP AGREEMENTDistributor Agreement • June 28th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals • Georgia
THIS A GREEMENT made this 11th day of September 2023, by and between SCANTECH IDENTIFICATION BEAM SYSTEMS LLC, whose principal place of business is located at 1735 Enterprise Dr, Buford, GA 30518 - USA (hereinafter referred to as "ScanTech" or "Manufacturer"), a corporation incorporated under the laws of the State of Georgia, having its principal office in Buford GA, and VISIONTEC SYSTEMS, a company organized under the laws of the province of Ontario Canada, with offices at 1-247 Armstrong Ave, Georgetown, ON L7G 4X6 Canada (hereinafter referred to as "Visiontec" or "Distributor"), with Manufacturer and Distributor collectively referred to as the "Parties". For good and valuable consideration, the sufficiency of which is hereby acknowledged by all Parties, Manufacturer and Visiontec agree as follows:
CONSULTING AGREEMENTConsulting Agreement • June 28th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals • Georgia
THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of June 1, 2018 (the “Effective Date”), by and between SCANTECH IDENTIFICATION BEAM SYSTEMS, LLC (the “Company”) and Dolan P. Falconer (the “Consultant”).
AMENDMENT TO CREDITOR CONVERSION AGREEMENTCreditor Conversion Agreement • October 24th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals
THIS AMENDMENT (the "Amendment") is made as of October 14, 2024, by and between SCANTECH IDENTIFICATION BEAM SYSTEMS LLC ("ScanTech") and Azure LLC ("Creditor").
UNIT TRANSFER AGREEMENTUnit Transfer Agreement • October 24th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals
