0001104659-24-111193 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification 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”).

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CREDIT AND SECURITY AGREEMENT
Credit 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:

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FORM OF AMENDMENT TO CREDITOR CONVERSION AGREEMENT
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").

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CONVERSION & MUTUAL RELEASE AGREEMENT
Conversion & 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.”

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AMENDMENT TO CREDITOR CONVERSION AGREEMENT
Creditor 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").

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LOAN EXCHANGE & RELEASE AGREEMENT
Loan 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

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JOINDER TO THE LOCK-UP AGREEMENT OF SCANTECH AI SYSTEMS INC.
ScanTech AI Systems Inc. • October 24th, 2024 • 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).

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PROMISSORY BRIDGE NOTE
Promissory 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”).

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SETTLEMENT AGREEMENT AND MUTUAL RELEASE
Settlement Agreement and Mutual Release • 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.”

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SETTLEMENT AGREEMENT AND MUTUAL RELEASE
Settlement Agreement and Mutual Release • 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.”

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Contract
Enterprise Dr Lease 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”).

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LEAK OUT AGREEMENT
Leak 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”).

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AMENDMENT NO. 1 TO SETTLEMENT AGREEMENT AND MUTUAL RELEASE
Settlement Agreement and Mutual Release • 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).

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ScanTech AI Systems Inc. FORM OF CONSULTING AGREEMENT
Form of Consulting 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”).

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CONVERSION & MUTUAL RELEASE AGREEMENT
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.“

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CONVERSION AND MUTUAL RELEASE AGREEMENT
Conversion 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."

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JOINDER TO THE LOCK-UP AGREEMENT OF SCANTECH AI SYSTEMS INC.
ScanTech AI Systems Inc. • October 24th, 2024 • 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).

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AMENDMENT TO CREDITOR CONVERSION AGREEMENT
Creditor 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").

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UNIT TRANSFER AGREEMENT
Unit Transfer Agreement • October 24th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals
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INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT among SEAPORT GROUP SIBS LLC together with STEELE INTERESTS SIBS LLC STEELE INTERESTS SIBS II LLC STEELE INTERESTS SIBS III LLC STEELE INTERESTS SIBS IV LLC as Lenders and SCANTECH AI SYSTEMS INC. as...
Intercreditor and Collateral Agency Agreement • October 24th, 2024 • ScanTech AI Systems Inc. • Instruments for meas & testing of electricity & elec signals

THIS INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (hereinafter this “Agreement”) made as of this 23rd day of September, 2024, between SEAPORT GROUP SIBS LLC, a limited liability company organized under the laws of Delaware (in its individual capacity as a Lender hereunder, "Seaport", and in its individual capacity as Collateral Agent hereunder, the "Agent"), 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 “Steele Party” and collectively the “Steele Parties”), Seaport and the Steele Parties hereinafter referred to collectively as the “Lenders,” and SCANTECH AI SYSTEMS INC, a Delaware corporation (hereinafter referred to as the “Borrower”) and

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