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.”
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
