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 • May 26th, 2022 • Mars Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2022, 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 • May 26th, 2022 • Mars Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [●], 2022 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 • May 26th, 2022 • Mars Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2022 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 • May 26th, 2022 • Mars Acquisition Corp. • Blank checks • New York
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 7,500,000 of the Company’s units (including up to 1,125,000 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 $0.0001 per share (“Ordinary Shares”), one-half of one redeemable warrant, and one right. 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. Each right (each, a “Right”) entitles the holder thereof to receive o
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • May 26th, 2022 • Mars Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [ ], 2022 (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”).
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”).
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”).
