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).
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”).
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”).
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).
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.”
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).
ContractEnterprise Dr Lease Agreement • June 28th, 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”).
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement and Mutual Release • June 28th, 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.”
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.
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”).
DISTRIBUTORSHIP AGREEMENTDistributorship 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 INSIDER LETTERInsider Letter • June 28th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals
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
RIGHTS AGREEMENTRights Agreement • June 28th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals • 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”).
DHS COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT (CRADA) 20-TSL-002 ScanTech Identification Beam Systems LLC and The Department of Homeland Security Science and Technology Directorate Transportation Security LaboratoryDHS Cooperative Research and Development Agreement • June 28th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals
The Department of Homeland Security (“DHS”) Sponsor and the Collaborator (collectively referred to as the “Parties”) enter into this CRADA (“Agreement”) under the authority of the U.S. Federal Technology Transfer Act of 1986 (codified at 15 U.S.C. § 3710a). The Parties will work collaboratively to execute the Statement of Work in Appendix A. The utilization of DHS personnel, resources, facilities, equipment, skills, know-how, computer software and information will be consistent with its own policies, missions, and requirements.
